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4. 01/01/2024 Renewal Monroe County Purchasing Policy and Procedures COUNTY ADMINISTRATOR CONT OR CONT 110 ................. Target Solutions Effective Date: Expiration Date: Contract Purpose/Description: Contract is Original ppII PV pp!pp lV i�I� sl ii Ioi lll4 Contract puII u arcA,u mendment/E xtension Renewal enewal Contract Manager' !22 ^^I u I, i i uuum ulupl m Il�mi�u"u'll�i�Iup� m CONTRACT COSTS i�lr I MIMM, Total Dollar Value of Contract: $ Current Year Portion: $ (must he$100,000 00 or less} , (If multiyear agreement then requires BOCC approval,unless the u;m IUBl CRIII I11ru.uhalii°me AllmmMU11111.IS l'l'�'4''�.(V9'7it'"��t:Ul1�rc'rcy.p��,^t~wN Budgeted?Yes® No ❑ IIIIIIJI uuuulllll �� ' Grant: $ Count Match: $ Fund/Cost Center/Spend Cate go ADDITIONAL COSTS Estimated Ongoing Costs: $ /yr For: (Not included in dollar value above) (e.g.maintenance,utilities,janitorial,salaries,etc.) Insurance Re uired: YES ®NO L3 CONTRACT REVIEW Reviewer Date In Department Head Signature: James Callahan 'bld �° °wu ° # �°'rc� uauiou;xu;va�.a n!A rcrcb rcn u .rcV'0.Wu. CIDYWhmlyd u�9Pv awA uriP'Cil tinwlninw�4Aur�' County Attorney Signature: Christina Cory Daoo 2014W 20944 57.P4,OiYD Risk Management Signature: ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, „,.,` .,, .....................:................................................................................................................................................. ......... ........... au Purchasing Signature: Lisa Abreu Max NNW$WN'�s'W °uasou,wru ................................... uu . OMB Signature: John Quinn W M404„,e I 'x 3-04W L omments: Revised BOCC 4/19/2023 Page 84 of 105 j Quote ID Q-292308 VectorSdutions- Contact Name Luke Lutz TargetSolutions Learning, LLC Agreement Schedule A Date: Friday, December 15, 2023 Client Information Client Name: Monroe County Fire Rescue (FL) Address: 490 63rd Street Ocean Marathon, FL 33050 Primary Contact Name: Primary Contact Zully Hemeyer Phone: (305) 289-6020 Agreement Term [Effective Date: 01/01/2024 Initial Term: 12 months Invoicing Contact Information (Please fill in missing information) Billing Contact Name: MCFR AP Billing Address: Billing Phone: 490 63rd Street Ocean Marathon, Florida 33050 Billing Email: mcfr-ap@monroecounty-fl.gov PO#: Billing Frequency: Payment Terms: Annual Net 30 Annual Fee(s) Product Minimum Code Product Description Annual Price Sub Total Commitment TSEVAL Vector Evaluations+ Vector Evaluations+for 181 $24.00 $4,344.00 web and mobile Vector LMS, Training management TSPREMIER TargetSolutions Edition for public entities and 212 $72.00 $15,264.00 Premier Membership professionals TSEVAL Vector Evaluations+ Standards Class Users 31 $12.00 $372.00 (up to 40 users) Annual Total: $19,980.00 Grand Total: $19,980.00 Page 1 Public Sector SaaS Rev. U(Issued 02.02.2022) Please note this is not an invoice.An invoice will be sent within fourteen (14)business days. Additional Terms and Conditions. The following are in addition to the Client Agreement General Terms and Conditions. 1. Additional Named Users added after the Effective Date will be invoiced at the full per Named User fee. Such additional Named Users shall become part of the Minimum Annual Commitment for subsequent years, on the anniversary date of each contract year or upon renewals under the Agreement. 2. You agree to pay for the number of Named Users using or licensed to access the Services in a given contract year. Subject to the Minimum Annual Commitment, Changes in Named User counts will be reflected in the annual contract amount from that period forward for all Users. 3. Subject to the above Minimum Annual Commitment, annual fees for your use of the Services will be based upon the number of Named Users in a given contract year. 4. Named Users deactivated in a given contract year will not count towards the total number of Named Users in the year following such deactivation, unless reactivated. 5. Fees, both during the Initial Term, as well as any Renewal Terms, shall be increased by 5.0% per contract year. Changes in Named User counts will be reflected in the annual contract amount from that period forward for all Users. 6. All undisputed invoices are due and payable Net 30 days after invoice date ("Due Date").Any fees unpaid for more than 10 days past the Due Date shall bear interest at 1.5% per month or the highest applicable rate permitted by law. 7. Upon expiration of the initial term and at least sixty (60) days advance notice, this Agreement may be renewed for three (3) additional one-year periods for a total of not more than four (4) years. The parties shall execute an addendum each year which shall be in writing and signed by both parties in order to renew this Agreement. Address for Notices: 4890 W. Kennedy Blvd., Suite 300 490 63rd Street Ocean Tampa, FL 33609 Marathon, FL 33050 Page 2 Public Sector SaaS Rev. U(Issued 02.02.2022) VECTOR SOLUTIONS PUBLIC SECTOR SOFTWARE AS A SERVICE AGREEMENT This Vector Solutions Software as a Service Agreement (the "Agreement"), effective as of the date noted in the attached Schedule A (the "Effective Date"), is by and between TargetSolutions Learning, LLC, d/b/a Vector Solutions, ("We/Us/Contractor") a Delaware limited liability company, and the undersigned customer ("You/Your"), (each a "Party" or "Parties)and governs the purchase and ongoing use of the Services described in this Agreement. GENERAL TERMS AND CONDITIONS 1. SERVICES.We shall provide the following Software as a Service("Services"): 1.1. Access and Use.We grant You a non-exclusive, non-transferable revocable authorization to remotely access and use the software as a service offering identified in Schedule A(the"Services")and, unless prohibited by law,We will provide access to any persons You designate for use as described in these terms and conditions. For clarification, We authorize access and use on a "one user per one authorization basis" and once granted, You are not allowed to transfer authorizations to other users. Your ability to use the Services may be affected by minimum system requirements or other factors, such as Your Internet connection. 1.2.Availability.We will use commercially reasonable efforts to provide access to and use of the Services twenty-four(24)hours a day, seven (7) days a week, subject to scheduled downtime for routine maintenance, emergency maintenance, system outages, and other outages beyond our control. 1.3. Help Desk. We will assist You as needed on issues relating to usage via e-mail, and a toll-free Help Desk five (5)days per week, at scheduled hours, currently 8:OOam to 6:00 pm Eastern Time, Monday-Friday or hops://su pport.vectorsol utions.cam/s/cantactsu ppart 1.4. Upgrades and Updates. We reserve the right, in our discretion, to make updates or upgrades to the Services that are necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of the Services; (ii) the competitive strength of or market for the Services;or(iii)the Services'cost efficiency or performance;or(b)to comply with applicable law.For no additional charge,You will receive access to any general upgrades and updates to the Services which We make generally available to our other customers.All updates and upgrades to the Services are subject to these terms and conditions. 1.5 Additional Services. From time to time, the Parties may decide in their discretion to add additional Services, subject to the Parties'execution of one or more change forms which shall be substantially in the form of the Schedule A and shall incorporate these terms and conditions by reference. Each individual Schedule A shall have its own service term. 2.YOUR RESPONSIBILITIES AND USE RESTRICTIONS. 2.1. Compliance.You shall be responsible for all Users'compliance with this Agreement and shall use commercially reasonable efforts to prevent unauthorized access to or use of the Services. You shall comply with all applicable laws, standards, and regulations and will not use the Services in a manner not specified or permitted by Us. 2.2. Identify Named Users.A"Named User"is defined as Your employees,consultants,contractors,and agents You authorize to access and use the Services You are purchasing during each contract year("Term")of the Agreement. 2.2.1. You will be responsible for the following: (a)cause each of Your Named Users to complete a unique profile if not created by Vector Solutions on their behalf; and (b)timely maintain a user database by adding a unique profile for each new Named User. Due to licensing and data retention requirements, Named Users may not be removed from our system unless required by law. You will be responsible for identifying Named Users from time to time during the Term of this Agreement through available system capabilities. 2.3. Future Functionality. You agree that Your purchases are not contingent on Our delivery of any future functionality or features. You are not relying on any comments regarding future functionality or features. 3. FEES AND PAYMENTS. 3.1. Fees and Payment. You will pay for the Services in accordance with the payment terms, frequency, and fee schedule in Schedule A attached to this Agreement. All fees collected by Us under this Agreement are fully earned when due and nonrefundable when paid, except if You terminate this Agreement for cause as described in Section 5.2. 3.2. Due Date. All fees due under this Agreement must be paid in United States Dollars or Canadian Dollars or as specified in Schedule A as applicable to Your location. We will invoice You in advance and all undisputed invoices are due and payable on the due date specified in Schedule A. Payment will be made according to the Florida Local Government Prompt Payment Act, Sections 218.70-218.80, Florida Statutes. Contractor shall submit to the County an invoice with supporting documentation in a form acceptable to the Clerk. Invoices may be submitted upon completion of the services. Acceptability of the invoice 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. Invoices shall be sent to the County Fire Rescue who will review the documents and route them to appropriate County Staff for approval. Upon receiving all required approvals,the invoice(s)will be forwarded to the County Clerk's office for Page 3 Public Sector SaaS Rev. U(Issued 02.02.2022) payment. 3.3. Suspension of Service. If You do not make an undisputed payment on time, We may suspend Your or Your Named Users' access to the Services without further notice until all overdue payments are paid in full. Our suspension of Your use of the Services or termination of the Agreement for Your violation of the terms of this Agreement will not change Your obligation to pay any and all payments due for the applicable Term. 3.3.1 We may also suspend,terminate,or otherwise deny Your access or any Named User's access to or use of all or any part of the Services,without incurring any liability to You, if: (a)We receive a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Us to do so;or(b)We believe, in good faith and reasonable discretion,that: (i)You or any Named User, have failed to comply with any term of this Agreement,or accessed or used the Services beyond the scope of the rights granted,or for a purpose not authorized under this Agreement; or(ii)Your use of the Services causes a direct or indirect threat to our network function or integrity, or to Our other customers'ability to access and use the Services;or(iii) You or any Named User, are or have been involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Services; or (iv)this Agreement expires or is terminated. This Section 3.3 does not limit any of Our other rights or remedies under this Agreement. 3.4. Taxes.All fees under this Agreement exclude all sales, use, value-added taxes, and other taxes and government charges, whether Federal, State, or foreign, and You will be responsible for payment of all such taxes (other than taxes based on our income), fees, duties, and charges, and any related penalties and interest, arising from the payment of any and all fees under this Agreement including the access to or performance of the Services hereunder. If We have a legal obligation to pay or collect taxes for which You are responsible under the Agreement, then then We will invoice, and You will pay the appropriate amount unless You claim tax exempt status for amounts due under this Agreement and provide Us with a valid tax exemption certificate (authorized by the applicable governmental authority)promptly upon execution of this Agreement. If any taxes shall be required by law to be deducted or withheld from any fee payable hereunder by You to Us, You shall,after making the required deduction or withholding, increase such fee payable as may be necessary to ensure that We shall receive an amount equal to the fee We would have received had no such deduction or withholding been made. 4. INTELLECTUAL PROPERTY RIGHTS. 4.1. We alone (and our licensors,where applicable)shall own all rights, title, and interest in and to our software, website and technology,the course content(if any), and the Services We provide, including all documentation associated with the Services. If You provide any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by You (collectively"Feedback"),We may use such Feedback to improve the Services without charge, royalties,or other obligation to You, and Our use of Your Feedback does not give You any property rights to the Services. The Vector Solutions name and logo are trademarks of Vector Solutions, and no right or license is granted to You to use them. You shall own all rights, title, and interest in and to Your added software, Your content, and information collected from Your content pages ("Your Data"). You shall have no rights in or to any other data collected that is not affiliated with You. Your content,email addresses, and personal information of Your Named Users or Your EHS Active Employees You entered into the database, or any of Your customers or users is Your sole property. We will not, at any time, redistribute, share, or sell any of Your email addresses,email serverdomain names,customer names,or personal information. Course content that You purchase from third-party course providers and access through our LMS will require the sharing of certain user information with Us in order for Us to properly track and report usage. 4.2. You recognize that We regard the software We have developed to deliver the Services as our proprietary information and as confidential trade secrets of great value.You agree not to provide or to otherwise make available in any form the software or Services,or any portion thereof,to any person other than Your Named Users without our prior written consent.You further agree to treat the Services with at least the same degree of care with which You treat Your own confidential information and in no event with less care than is reasonably required to protect the confidentiality of the Services. 4.2.1 Except as otherwise agreed in writing or to the extent necessary for You to use the Services in accordance with this Agreement, You are not allowed to: (a) copy the course content in whole or in part; (b) display, reproduce, create derivative works from,transmit,sell,distribute, rent, lease,sublicense,transfer or in any way exploit the course content in whole or in part; (c)embed the course content into other products; (d)use any of our trademarks, service marks,domain names, logos,or other identifiers or any of our third party suppliers; (e) reverse engineer, decompile, disassemble, or access the source code of any of our Services or software, (f)use the software or Services for any purpose that is unlawful; (g)alter or tamper with the Services and/or associated documentation in any way; (h) attempt to defeat any security measures that We may take to protect the confidentiality and proprietary nature of the Services; (i)remove, obscure, conceal,or alter any marking or notice of proprietary rights that may appear on or in the Services and/or associated documentation; or Q)except as permitted by this Agreement, knowingly allow any individual or entity under Your control to access Services without authorization under this Agreement for such access. 4.3. We acknowledge that You alone shall own all rights, title, and interest in and to Your name,trademarks,or logos, and this Agreement does not give Us any rights of ownership to the same. You hereby authorize Us to use Your name, trademarks, or logos in promotional materials, press releases, advertising, or in other publications or websites, whether oral or written. If You do not consent to Our use of Your name or logo, You may withdraw Your consent at any time by notifying Us at logousage@vectorsolutions.com. 5. TERM, TERMINATION,AND NOTICE. Page 4 Public Sector SaaS Rev. U(Issued 02.02.2022) 5.1 Term. The term of this Agreement will start on the Effective Date, and will remain in full force and effect for the initial term (the"Initial Term")indicated in Schedule A. Upon expiration or early termination of this Agreement by either Party as described below in Section 5.2 (Termination for Cause)or for any reason, You shall immediately discontinue all use of the Services and documentation,and You acknowledge that We will terminate Your ability to access the Services. Notwithstanding,access to the Services may remain active for thirty (30) days solely for purpose of our record keeping (the "Expiration Period"). If You continue to access or use the Services following the Expiration Period,then Your continued use will renew the Agreement under the same terms and conditions, subject to any annual price adjustments. Upon expiration of the initial term and at least sixty (60)days advance notice,this Agreement may be renewed for three (3)additional one-year periods for a total of not more than four(4)years. The parties shall execute an addendum each year which shall be in writing and signed by both parties in order to renew this Agreement. 5_2 Termination for Cause. Either Party may terminate this Agreement, effective upon written notice to the other Party (the "Defaulting Party"), if the Defaulting Party materially breaches this Agreement, and that breach is incapable of cure, or with respect to a material breach capable of cure, and the Defaulting Party does not cure the breach within thirty (30) days after receipt of written notice of the breach. If You terminate this Agreement due to Our material breach,then We will return an amount equal to the pro-rated fees already paid for the balance of the term as of the date of termination as Your only remedy. 5.3 Non-appropriation. The Parties acknowledge that You are a governmental entity whose funds are subject to appropriation by its fiscal body. Therefore, if at any time during the initial term or subsequent term of this Agreement, Your fiscal body should fail to appropriate sufficient funds to continue this Agreement, it will become null and void. You shall not be obligated to perform unless and until sufficient funds are appropriated.You agree to seek funding for the continuation of the Agreement during each budget cycle during the initial term or subsequent term of this Agreement.You agree to inform Us in writing of any such non-allocation of funds at the earliest possible date and shall pay for all services provided prior to exhaustion of the appropriated funds. 5.4. Notice. All required notices by either Party shall be given by email, personal delivery (including reputable courier service), fees prepaid, or by sending the notice by registered or certified mail return receipt requested, postage prepaid, and addressed as set forth in Schedule A. Such notices shall be deemed to have been given and delivered upon receipt or attempted delivery (if receipt is refused), as the case may be,and the date of receipt identified by the applicable postal service on any return receipt card shall be conclusive evidence of receipt. Notices and other communications sent by e-mail shall be deemed received upon the sender's receipt of an acknowledgment from the recipient (such as by the "return receipt requested"function, as available, return e-mail or other written acknowledgment). Either Party, by written notice to the other as described above, may alter its address for written notices. 6. MUTUAL WARRANTIES AND DISCLAIMER. 6.1. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (a) it is duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization; (b)it has the full right, power,and authority to enter into and perform its obligations and grant the rights, licenses,consents,and authorizations it grants or is required to grant under this Agreement;(c)the acceptance of this Agreement has been duly authorized by all necessary corporate or organizational action ; and (d)when executed and delivered by both Parties,this Agreementwill constitute the legal,valid,and binding obligation of each Party,enforceable against each Party in accordance with its terms. 6.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WE DO NOT WARRANT THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. THE SERVICES AND ASSOCIATED DOCUMENTATION ARE PROVIDED "AS IS,"AND WE PROVIDE NO OTHER EXPRESS, IMPLIED, STATUTORY, OR OTHER WARRANTIES REGARDING THE SERVICES OR ASSOCIATED DOCUMENTATION. 6.3. Disclaimer of Third-Party Content. If You upload third-party content to our platform or Services, the third- party content providers are responsible for ensuring their content is accurate and compliant with national and international laws. We are not and shall not be held responsible or liable for any third-party content You provide or Your use of that third-party content. THERE IS NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THIRD PARTY CONTENT ACCESSIBLE THROUGH THE SERVICES. 6.4 None of our employees, marketing partners, resellers, or agents are authorized to make any warranty other than the Warranties stated in this Agreement. The provisions in any specification, brochure, or chart are descriptive only and are not warranties. 7. LIMITATION OF LIABILITY.EXCEPT FOR CLAIMS RELATED TO VIOLATION OF INTELLECTUAL PROPERTY RIGHTS, GROSS NEGLIGENCE, FRAUD, OR WILFULL MISCONDUCT, (A) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY,ANY AFFILIATE, THIRD-PARTY,OR YOUR USERS,WHETHER IN CONTRACT,WARRANTY,TORT (INCLUDING NEGLIGENCE)OR OTHERWISE,FOR SPECIAL,INCIDENTAL,INDIRECT OR CONSEQUENTIAL DAMAGES Page 5 Public Sector SaaS Rev. U(Issued 02.02.2022) (INCLUDING LOST PROFITS),ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,AND (B) IF YOU HAVE ANY BASIS FOR RECOVERING DAMAGES(INCLUDING FOR BREACH OF THIS AGREEMENT),YOU AGREE THATYOUR EXCLUSIVE REMEDY WILL BE TO RECOVER DIRECT DAMAGES FROM US,UP TO AN AMOUNT EQUAL TO THE TOTAL FEES ALREADY PAID TO US FOR THE PRECEDING TWELVE(12)MONTHS. 7.1.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE TO YOU, ANY AFFILIATE, ANY THIRD PARTY OR YOUR USERS FOR ANY CLAIM, CAUSE OF ACTION, DEMAND, LIABILITY, DAMAGES, AWARDS, FINES, OR OTHERWISE, ARISING OUT OF OR RELATING TO PERSONAL INJURY, DEATH, OR OTHER HARM CAUSED FROM USE OF OR RELIANCE ON THE CONTENT OF THE COURSES OR SERVICES. YOU, YOUR AFFILIATES, EMPLOYEES, CONTRACTORS, AGENTS, USERS,AND REPRESENTATIVES RELY ON THE CONTENT OF THE COURSES AND SERVICES AT YOUR OWN RISK. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES SO, SOLELY TO THE EXTENT SUCH LAW APPLIES TO YOU,THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. 8. OBLIGATIONS OF BOTH PARTIES. 8.1. Our Obligation to You. We shall indemnify and hold You harmless from any and all claims,damages, losses,and expenses, including but not limited to reasonable attorney fees, arising out of or resulting from any third-party claim that any document, course, or intellectual property We provide or upload to our platform infringes or violates any intellectual property right of any person. 8.2. Your Obligation to Us. To the extent not prohibited by applicable law,You shall indemnify and hold Us harmless from any and all claims, damages, losses,and expenses, including but not limited to reasonable attorney fees,arising out of or resulting from any third-party claim that any document, courses, or intellectual property You provide or upload to our platform infringes or violates any intellectual property right of any person. 9. CONFIDENTIALITY. 9.1. Each Party may from time to time disclose to the other Party "Confidential Information"which shall mean and include the Services (including without limitation all courses accessed through the Services), all documentation associated with the Services, software code (include source and object code), marketing plans, technical information, product development plans, research,trade secrets, know-how, ideas, designs, drawings,specifications, techniques, programs, systems, and processes. 9.2. Confidential Information does not include: (a) information generally available to or known to the public through no fault of the receiving Party; (b) information known to the recipient prior to the Effective Date of the Agreement; (c) information independently developed by the recipient outside the scope ofthis Agreement and without the use of or reliance on the disclosing Party's Confidential Information; or (d) information lawfully disclosed by a third party. The obligations set forth in this Section shall survive termination of this Agreement. 9.3. Each Party agrees that it shall not disclose the Confidential Information of the other to any third party without the express written consent of the other Party, that it shall take reasonable measures to prevent any unauthorized disclosure by its employees, agents, contractors or consultants, that it shall not make use of any such Confidential Information other than for performance of this Agreement, and that it shall use at least the same degree of care to avoid disclosure of Confidential Information as it uses with respect to its own Confidential Information. 9.4. The confidentiality obligations imposed by this Agreement shall not apply to information required to be disclosed by compulsory judicial or administrative process or by law or regulation, provided that the receiving Party shall (if permitted)notify the disclosing Party of the required disclosure, shall use reasonable measures to protect the confidentiality of the Confidential Information disclosed, and shall only disclose as much Confidential Information as is required to be disclosed by the judicial or administrative process, law, or regulation. 10. MISCELLANEOUS. 10.1. Assignment. Neither Party may freely assign or transfer any or all of its rights without the other Party's consent, except to an affiliate, or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided however You shall not assign this Agreement to our direct competitors. 10.2. Governing Law. This Agreement shall be governed by, and enforced in accordance with, the laws of the state of Florida, except where Customer is a public entity or institution in which case the applicable state, provincial,or tribal law where You are located shall govern, in either case without regard to the state's or local laws conflicts of laws provisions. If You are purchasing goods under this Agreement, the Parties agree that the United Nations Convention on Contracts for the International Sale of Goods and the United Nations Convention on the Limitation Period in the International Sale of Goods shall not apply to this Agreement. 10.3. Export Regulations. All Content and Services and technical data delivered under this Agreement are subject to applicable US and Canadian laws and may be subject to export and import regulations in other countries. Both Parties agree to comply strictly with all such laws and regulations and You knowledge that You are responsible for obtaining such licenses to export, re- export, or import as may be required after delivery. 10.4. Force Maleure. In no event will either Party be liable or responsible to the other Party or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, (except for any Page 6 Public Sector SaaS Rev. U(Issued 02.02.2022) obligations to make payments) when and to the extent such failure or delay in performing is due to, or arising out of, any circumstances beyond such Party's control (a "Force Majeure Event'), including, without limitation, acts of God, strikes, lockouts, war, riots, lightning, fire, storm, flood, explosion, interruption or delay in power supply, computer virus, governmental laws, regulations,or shutdown, national or regional shortage of adequate power or telecommunications, or other restraints. 10.5. No Waiver. No waiver, amendment or modification of this Agreement shall be effective unless in writing and signed by the Parties. 10.6. Severability. If any provision of this Agreement is found to be contrary to law by a court of competent jurisdiction, such provision shall be of no force or effect, but the remainder of this Agreement shall continue in full force andeffect. 10.7. Survival. All provisions of this Agreement (including without limitation those pertaining to confidential information, intellectual property ownership, and limitations of liability) that would reasonably be expected to survive expiration or early termination of this Agreement will do so. 10.8. No Third-Party Beneficiaries. The Parties do not intend to confer any right or remedy on any third party under this Agreement. 10.9. Purchase Orders. You may issue a purchase order if required by Your company or entity and failure to do so does not cancel any obligation You have to Us. If You do issue a purchase order, it will be for Your convenience only.You agree that the terms and conditions of this Agreement shall control.Any terms or conditions included in a purchase order or similar document You issue that conflict with the terms and conditions of this Agreement will not apply to or govern the transaction resulting from Your purchase order. 10.10. Data Processing Agreement. If applicable, the parties shall negotiate in good faith and enter into any further data processing or transfer agreement, including any standard contractual clauses for transfers of data outside of the country where the personal data originates, as may be required to comply with applicable laws, rules and regulations regarding the collection, storage, transfer, use, retention and other processing of personal data. 10.11. Entire Agreement. This Agreement and Schedule A represent the entire understanding and agreement between the Parties, and supersedes all other negotiations, proposals, understandings, and representations (written or oral) made by and between You and Us.You acknowledge and agree that the terms of this Agreement are incorporated in,and are a part of,each purchase order, change order, or Schedule related to our provision of Services.This Agreement prevails over any additional or conflicting terms or conditions in any Customer purchase orders, online procurement terms, or other non-negotiated forms relating to the Services or this Agreement hereto even if dated later than the effective date of this Agreement. Florida Public Records Law(Florida Statute 119.0701). Contractor 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 control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Contractor 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 the Contractor. Failure of the Contractor 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. Nothing herein shall be construed to prevent the Contractor from seeking a protective order from a court of competent jurisdiction to prevent the release of any records the Contractor considers confidential commercial information, or trade secret material. Contractor shall be responsible for all costs incurred in its pursuit of a protective order. The Contractor is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Contractor 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 and their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records and auditing purposes during the term of the Agreement and for five (5)years following the termination of this Agreement. If an auditor employed by the County or Clerk determines that monies paid to Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement, the Contractor shall repay the monies together with interested calculated pursuant to Section 55.03 the Florida Statutes, running from the date the monies were paid to Contractor. Pursuant to F.S. 119.0701, Contractor and its subcontractors shall comply with all public records laws of the State of Florida, including but not limited to: a. Keep and maintain public records required by Monroe County in order to perform the service. b. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Florida Statutes, Chapter 119 or as otherwise provided by law. c. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the public agency. d. Upon completion of the contract, transfer, at no cost, to Monroe County all public records in possession of the contractor or Page 7 Public Sector SaaS Rev. U(Issued 02.02.2022) keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to Monroe County, upon request from the public agency's custodian of records, in a format that is compatible with the information technology systems of Monroe County. 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 Section 119.10, Florida Statutes. 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. 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(305)292-3470, Bradley-brian@monroecount�fl gov, c/o Monroe County Attorney's Office, 1111 12t" St., Suite 408, Key West FL 33040. The Contractor shall be held harmless for any actions taken in full reliance on the Custodian's instructions. 10.12. Attestations. Contractor agrees to execute such documents as the County may reasonably require, including, but not being limited to, a Public Entity Crime Statement, an Ethics Statement and a Vendor Certification Regarding Scrutinized Companies. 10.13. Right to Audit. Availability of Records. The records of the parties to this Agreement relating to the Project, which shall include but not be limited to accounting records (hard copy, as well as computer readable data if it can be made available; subcontract files(including proposals of successful and unsuccessful bidders, bid recaps, bidding instructions, bidders list,etc); original estimates; estimating work sheets; correspondence; change order files (including documentation covering negotiated settlements); backcharge logs and supporting documentation;general ledger entries detailing cash and trade discounts earned, insurance rebates and dividends; any other supporting evidence deemed necessary by County or the Monroe County Office of the Clerk of Court and Comptroller(hereinafter referred to as"County Clerk")to substantiate charges related to this agreement, and all other agreements, sources of information and matters that may in County's or the County Clerk's reasonable judgment have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any contract document (all foregoing hereinafter referred to as"Records")shall be open to inspection and subject to audit and/or reproduction by County's representative and/or agents or the County Clerk. Notwithstanding any provision to the contrary, the Records obtained under this section may contain Confidential Information and shall not be disclosed to any third parties or in response to a public records request without first notifying Contractor and giving Contractor an opportunity to seek a protective order. . All records shall be kept for five (5)years after Final Completion of the Project.The County Clerk possesses the independent authority to conduct an audit of Records, assets, and activities relating to this Project. If any auditor employed by the Monroe County or County Clerk determines that monies paid to Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement or were wrongfully retained by the Contractor, the Contractor shall repay the monies together with interest calculated pursuant to Section 55.03, F.S., running form the date the monies were paid to Contractor. The right to audit provisions survives the termination of expiration of this Agreement. 10.14. E-Veri . Beginning January 1, 2021, in accordance with Section 448.095, Florida Statutes, the 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 U.S. based employees hired by the Contractor 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 Contract term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with or subcontract with an unauthorized alien. The Contractor shall comply with and be subject to the provisions of Section 448.095, Florida Statutes. Indemnification, Defend, Hold Harmless. Subject to the limitation of liability provisions contained in this Agreement,or the limits in the Contractor's available types and limits of insurance required under this Agreement, the Contactor does hereby consent and agree to indemnify, defend and hold harmless the County, its Mayor, the Board of County Commissioners, appointed Boards and Commissions, Officers, and the Employees, and any other agents, individually and collectively ("Indemnitees"), from all third-party fines,suits,claims,demands, actions, costs,obligations, attorney's fees,or liability of any kind arising out of the sole negligent actions of the Contractor or substantial and unnecessary delay caused by the willful nonperformance of the Contractor and shall be solely responsible for any and all accidents or injuries to persons or property arising out of its performance of this contract. Further the Contractor agrees to defend and pay all legal costs of the County for claims or acts attributable to the sole negligent act of the Contractor or any of the Contractor's employees or representatives. Nothing herein shall be construed to require the Contractor to indemnify any Indemnitee for any claims (or portion thereof)that is caused by the errors, acts, omissions, or wrongful acts of the Indemnitee. The Contractor's obligations under this Section are contingent upon the Indemnitee promptly giving written notice of any claim to the Contractor from which indemnification is sought, setting forth the amount of the claim.The Indemnitee shall furnish to the Indemnifying Party, in reasonable detail,such information as it may have with respect to such claim (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same). The Page 8 Public Sector SaaS Rev. U(Issued 02.02.2022) Contractor's acceptance of the defense of any claim under this Section shall not be deemed a waiver by the Contractor of any defenses it may have to the indemnification requirements contained herein. 10.15. At all times and for all purposes hereunder, the Contractor is an independent contractor and not an employee of the Board of County Commissioners. No statement contained in this agreement shall be construed so as to find the Contractor or any of his/her employees, contractors,servants or agents to be employees of the Board of County Commissioners for Monroe County. As an independent contractor the Contractor shall provide independent, professional judgment and comply with all federal, state, and local statutes,ordinances, rules and regulations applicable to the services to be provided. 10.16. Non-Discrimination. Contractor and County 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. Contractor agrees 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 in employment on the basis of race, color, religion, sex 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 disability; 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 may be 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; and 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. 10.17. Insurances. The Contractor shall obtain insurance as specified and maintain the required insurance at all times that this Agreement is in effect. In the event the completion of the project(to include the work of others)is delayed or suspended as a result of the Contractor's failure to purchase or maintain the required insurance,the Contractor shall indemnify the County from any and all increased expenses resulting from such delay. The coverage provided herein shall be provided by an insurer with an A.M. Best rating of VI or better,that is licensed to business in the State of Florida and that has an agent for service of process within the State of Florida. The coverage shall contain an endorsement providing sixty( 60)days notice to the County prior to any cancellation of said coverage. Said coverage shall be written by an insurer acceptable to the County and shall be in a form acceptable to the County. Contractor shall obtain and maintain the following policies: A. Workers'Compensation insurance as required by the State of Florida,sufficient to respond to Florida Statute 440. B. Employers Liability Insurance with limits of$100,000 per Accident, $500,000 Disease, policy limits, $100,000 Disease each employee. C. Comprehensive Business Automobile and Vehicle Liability Insurance covering claims for injuries to members of the public and/or damages to property of others arising from use of motor vehicles, including onsite and offsite operations, and owned, hired or nonowned vehicles, with $200,000 per person, $300,000 per Occurrence, $200,000 Property Damage or$300,000 combined single limit. D. Commercial General Liability Insurance, including Personal Injury Liability, covering claims for injuries to members of the public or damage to property of others arising out of any covered act or omission of the Contractor or any of its employees, agents or subcontractors or subcontractors, including Premises and/or Operations, Products and Completed Operations, Independent Contractors; Broad Form Property Damage and a Blanket Contractual Liability Endorsement with $300,000 per Person, $500,000 per Occurrence, $200,000 Property Damage or$500,000 Combined Single Limit. E. An Occurrence Form policy is preferred. If coverage is changed to or provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which claims may be reported must extend for a minimum of 48 months following the termination or expiration of this contract. F. Cyber Liability Insurance to include the following coverages: Data Breach, Network Security Liability, Internet Media, Network Extortion, regulatory Proceedings, PCI Fine and Cost. The minimum limits acceptable is: $ 1,000,000. G. County shall be named as an additional insured with respect to Contractor's liabilities hereunder in insurance coverages identified in Paragraphs C and D. Page 9 Public Sector SaaS Rev. U(Issued 02.02.2022) H. Contractor shall require its subcontractors to be adequately insured at least to the limits prescribed above, and to any increased limits of Contractor if so required by County during the term of this Agreement.County will not pay for increased limits of insurance for subcontractors. I. Contractor shall provide to the County certificates of insurance or a copy of all insurance policies including those naming the County as an additional insured. The County reserves the right to require a certified copy of such policies upon request. J. If the Contractor participates in a self-insurance fund,a Certificate of Insurance will be required. In addition,the Contractor may be required to submit updated financial statements from the fund upon request from the County. (remainder of page intentionally left blank) SPECIAL TERMS AND CONDITIONS CALIFORNIA CONSUMER PRIVACY ACT If We will be processing personal information subject to the California Consumer Privacy Act,sections 1798.100 to 1798.199, Cal. Civ. Code(2018)as may be amended as well as all regulations promulgated thereunder from time to time ("CCPA"),on Your behalf in the course of the performance of the Services, then the terms "California consumer," "business purpose," "service provider,""sell"and"personal information"shall carry the meanings set forth in the CCPA. CCPA Disclosures: To the extent the CCPA applies to our processing of any personal information pursuant to Your instructions in relation to this Agreement, the following also apply: (a)The Parties have read and understand the provisions and requirements of the CCPA and shall comply with them; (b) It is the intent of the Parties that the sharing or transferring of personal information of California consumers from You to Us, during the course of our performance of this Agreement,does not constitute selling of personal information as that term is defined in the CCPA,because You are not sharing or transferring such data to Us for valuable consideration; (c)We will only use personal information for the specific purpose(s)of performing the Services, including any Schedules within the direct business relationship with You. SERVICE SPECIFIC TERMS AND CONDITIONS A.Vector EHS Management Services A. This Section A contains service specific terms and conditions that will apply only if You are purchasing Vector EHS Management Services ("EHS Services")in Schedule A.Otherwise,the following terms will not apply to You. 1. An "EHS Active Employee" is defined as Your employees,consultants, contractors, and agents who are contained in the Vector EHS employee and contractor table with an active status. An employee may or may not be a Named User. For EHS Services,You are allowed a Named User for each EHS Active Employee. 2. You will be able to activate or disable employees without incurring additional EHS Active Employee fees as long as the total number of EHS Active Employees does not exceed the number of employees included in Scheduled A. 3. EHS Active Employees added after the Effective Date in Schedule A shall be billed at the full per employee fee. Such additional EHS Active Employees shall become part of the Minimum Annual Commitment for subsequent years, on the anniversary date of each contract year or upon renewals under the Agreement. 4. You agree to pay for the number of EHS Active Employees in the EHS Services in a given contractyear. 5. Subject to the Minimum Annual Commitment, if any,set forth in Schedule A, annual fees for Your use of the Services will be based upon the actual number of EHS Active Employees in a given contract year. Employees inactivated in a given contract year will not count towards the total number of employees in the year following such inactivation, unless reactivated. 6. You acknowledge that certain transmissions You receive as part of the EHS Services may contain sensitive personal information that You have provided.You understand that We do not control or own the data contained in such transmissions. As such,You will be responsible for ensuring that the information is secured and preventing the transmission and/or disclosure of such information to unauthorized recipient(s). In the event such information is disclosed to an unauthorized recipient(s), You shall be responsible for notifying Your EHS Active Employee(s) whose information may have been disclosed Page Public Sector SaaS Rev. U(Issued 02.02.2022) to the extent required by law.Both Parties further agree to handle such data in compliance with any applicable Federal,State, or local laws or regulations. You shall also be responsible for any threatening, defamatory, obscene, offensive, or illegal content or conduct of any of Your EHS Active Employees when using the Services.To the extent not prohibited by applicable law,You shall indemnify,defend,and hold Us harmless against any claims that may arise as a result of these matters.With respect to Your use of the EHS Services, You acknowledge that We are not a covered entity or business associate under H I PAA. B.Vector WorkSafe Services and Vector LiveSafe Services This Section B. contains service specific terms and conditions that will apply if You are licensing or using Vector WorkSafe Services, LiveSafe Essentials or Vector LiveSafe Services (collectively "LiveSafe Services") in Schedule A. Otherwise, the following terms will not apply to You. 1. Authorized Users. Authorized Users (interchangeably may be referred to as "Named Users" means the employees, contractors and/or consultants under Your control who You authorized to operate the LiveSafe Services. 2.Your Responsibilities.You shall:(i)not permit any person or entity,other than designated Authorized Users,to access the LiveSafe Services;(ii)use commercially reasonable efforts to prevent unauthorized access to or use of the LiveSafe Services, (iii) provide prompt written notice of any unauthorized access or use; and (iv) instruct Authorized Users to comply with all applicable terms of this Agreement. 3.Your Data.You agree that We may only use data collected,extracted or received through Your use of the Services("Your Data")in an anonymized and aggregated manner(without specifically identifying You,Your users or Your location(s))for the sole purpose of reporting LiveSafe Services metrics,training and education about the LiveSafe Services, and improving the LiveSafe Services(except as may be required by law,court order, or as needed to provide the Services to You). Your Data shall not include any information collected, extracted, or received in response to the WorkSafe Integrated Health Survey. Within thirty(30)business days following Your written request,and not more than four(4)times per year or upon termination of this Agreement,We will provide to You a backup copy of Your Data in Our possession. C.Vector Evaluations+Services. This Section C.contains service specific terms and conditions that will apply only if You are purchasing Vector Evaluations+ Software as a Service in Schedule A. Otherwise,the following terms will not apply to You. 1.Access and Use. We will provide You a nonexclusive, non-transferable, revocable authorization to remotely access and use the Vector Evaluations+Software as a Service: (i)on Our application server over the Internet, (ii)transmit data related to Your use of the Service over the Internet,and(iii)download and use the Evals+ mobile device application software(referred to collectively as"Evals+Services").We will provide accounts for Your users on the application server for storage of data and use of the Service.The number of Named Users,start of service,and duration,are as stated in Schedule A. 2. If Your active user accounts exceed the number of Named Users during the term of this Agreement,You agree to pay for the additional Users,based on the per User fees in Schedule A. Adjusted fees will apply beginning on the month the number of Named Users are exceeded and will be prorated for the remainder of the current 12-month period. You agree to pay for the number of Users using or authorized to access the Services in a given contract year. 3. Your Content. You will be the owner of all content created and posted by You. You will also be the owner of all content created and posted by Us on Your behalf, including but not limited to evaluation forms added to the system as part of support services We provide. 4.Third-Party Content.You are responsible for proper licensing of,and assuming liability for,copyrighted material which You post on Our system, or is posted on the system by Us on Your behalf. This includes but is not limited to copyright protected evaluation forms and other materials from third parties. If You upload third-party content to Our platform, such third-party content providers are responsible for ensuring their content is accurate and compliant with national and international laws. 5. Effect of Termination. You will have thirty (30)days after the effective date of termination or expiration of this Agreement to export Your data using the software tools provided,or to request Your data from Us. Form data will be available as exported comma separated variable(CSV)files and as PDF files. Uploaded data files will be available in their original format.After the thirty(30)day period,We have no obligation to maintain or provide data and may thereafter delete or destroy all copies of the Your data, unless legally prohibited. D.Vector ChecklT TM. Customer Obligations.When purchasing Vector ChecklT TM,You will identify stations,vehicles,drug safes,and other service specific details,as may be applicable. E. Vector LMS and Services which include access to the Shared Resource Feature. Page 8 Public Sector SaaS Rev. U(Issued 02.02.2022) ........................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................ If You choose to participate by uploading Your information to the shared resource sections of our website, You hereby authorizes Us to share any intellectual property you own ("User Generated Content")that Your Users upload to the shared resources section of ourwebsite with our third-party customers and users that are unrelated to you("Our Other Customers"); provided that We must provide notice to Your users during the upload process that such User Generated Content will be shared with Our Other Customers. F. Casino Services. When purchasing Casino Services,in addition to the Responsibilities and Restrictions in Section 2 of the General Terms and Conditions above, the following shall apply to You: You must request Our written approval for third party access to the Services or content. Your request for third-party access shall include the third party`s names, company, and contact information. Upon Our request, You shall execute a written agreement with the third party, securing for Us the rights provided in this Section, Section 4 (Intellectual Property Rights), and Special Section 1 (Confidentiality)prior to providing access to Our Software,Services or Content under this Agreement. Use Restrictions. You shall not: (a)transmit or share the course content, with any persons other than authorized users (b) provide or otherwise make available the course content in whole or in part,in any form to any person without Our prior written consent; (c) transmit or share identification or password codes to persons other than authorized users (d) permit the identification or password codes to be cached in proxy servers,(e)permit access by individuals who are not authorized under this Agreement, or(f) permit access to the software through a single identification or password code being made available to multi ale users on a network. The Parties have executed this Agreement by their authorized representatives as of the last date set forth below. TargetSolutions, LLC d/b/a Vector Solutions Monroe County Board of County Commission 4890 W. Kennedy Blvd., Suite 300 1100 Simonton Street Tampa, FL 33609 Key West,FL 33040 k w... By: By. Printed Name: Kevin Wilson Printed Name: a ' r Title: �xQ„ wQ,X,A,a ; ��, � lri�� w( �th��.A i � J:,ir('6'Y�`� ,6 Title: Interim County Administrator Date: '. k Date: April 17, 2024 ............_...................................................................................................................................... Approved as to f6rm and legal sufficiency o oe CCou nttY tNamey's Office Christiana Cam,Assistant Coirdy Anoiney Page 9 Public Sector SaaS Rev. U(Issued 02.02.2022) DATE(MM/DD/YYYY) ACCOR" CERTIFICATE OF LIABILITY INSURANCE 3/19/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Wallace Welch &Willingham, Inc. PHONE FAX 300 1 st Ave. So., 5th Floor A/C No EXt: 727-522-7777 vc,No):727-521-2902 E-MSaint Petersburg FL 33701 ADDRESS: certificates@w3ins.com INSURER(S)AFFORDING COVERAGE NAIC# wsURERA: Great Northern Ins. Co. 20303 INSURED REDVCOM-01 INSURERB: Federal Insurance Company 20281 RedVector.com, LLC DBA Vector Solutions INSURERC:ACE American Ins. Co. 22667 (See Named Insureds listed below) 4890 W. Kennedy Blvd INSURERD:Vigilant Insurance Company 20397 Suite 300 INSURER E7 Tampa FL 33609 INSURER F COVERAGES CERTIFICATE NUMBER:1398689549 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD MM/DD A X COMMERCIAL GENERAL LIABILITY 36051315 11/1/2023 11/1/2024 EACH OCCURRENCE $1,000,000 CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $1,000,000 X Contractural APPROVED BY RISK MANAGEMENT MED EXP(Any one person) $10,000 BY :- =" .� •- . ..,,, PERSONAL&ADV INJURY $1,000,000 r— T —r GEN'L AGGREGATE LIMIT APPLIES PER: DATE (55 GENERAL AGGREGATE $2,000,000 POLICY PRO- � LOC WAIVER N/A_YES_ PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ A AUTOMOBILE LIABILITY 73606230 11/1/2023 11/1/2024 COMBINED SINGLE LIMIT $1,000,000 Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident B X UMBRELLALIAB X OCCUR 78188424 11/1/2023 11/1/2024 EACH OCCURRENCE $10,000,000 EXCESS LAB CLAIMS-MADE AGGREGATE $10,000,000 DED RETENTION$ $ D WORKERS COMPENSATION 71754615 11/1/2023 11/1/2024 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICE R/M EMBER EXCLUDED? FN] N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 C Professional E&O and D95676960 11/1/2023 11/1/2024 Per Claim/Agg 5,000,000/5,000000 Cyber Liability Per Claim/Agg 5,000,000/5,000000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Additional Named Insureds: SimplyDigi.com, Inc; Convergence Training LLC;TargetSolutions Learning, LLC;Scenario Learning, LLC;Clearpond Technologies Inc.; NFORMD.NET LLC;Scenario Learning Canada ULC;TargetSolutions, Inc.; Casino Essentials LLC; ICGIP, LLC; CrewSense, LLC; Halligan, Inc..;TSL International Holdings, Inc.; 1168940B.0 Ltd.; Medteq Solutions CA Ltd; Livesafe, Inc. Industrysafe, LLC; Industrysafe IP, LLC; DiversityEdu LLC; CPN Holdings, LLC; ETH Midco, LLC; Envisage Technologies, LLC; Guardian Tracking, LLC;CareSafely, Inc; Get Inclusive, Inc.; CTE-PTV Solutions, LLC Professional E&O Retroactive Date: 10/19/2011 Automatic additional insured and waiver of subrogation applies in favor of Monroe County Board of County Commission if required by written contract,subject See Attached... CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Monroe County Board of County Commission 1100 Simonton Street AUTHORIZED REPRESENTATIVE Key West FL 33040 @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: REDVCOM-01 LOC#: ACOOR 0 ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Wallace Welch&Willingham, Inc. RedVector.com, LLC DBA Vector Solutions (See Named Insureds listed below) POLICY NUMBER 4890 W. Kennedy Blvd Suite 300 Tampa FL 33609 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE to terms,conditions,and exclusions of the policies, per attached blanket endorsement forms. Umbrella Liability applies excess of General Liability,Auto Liability and Employers Liability. ACORD 101 (2008101) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD COMMERCIAL AUTOMOBILE THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM borrow in your business or your personal This endorsement modifies the Business Auto Coverage Form. affairs. 1. EXTENDED CANCELLATION CONDITION C. Lessors as Insureds Paragraph A.2.b. —CANCELLATION -of the Paragraph A.1. —WHO IS AN INSURED—of COMMON POLICY CONDITIONS form IL 00 17 is SECTION II —LIABILITY COVERAGE is deleted and replaced with the following: amended to add the following: b. 60 days before the effective date of cancellation if e. The lessor of a covered "auto"while the we cancel for any other reason. "auto" is leased to you under a written 2. BROAD FORM INSURED agreement if: A. Subsidiaries and Newly Acquired or Formed (1) The agreement requires you to Organizations As Insureds provide direct primary insurance for The Named Insured shown in the Declarations is the lessor; and amended to include: (2) The "auto" is leased without a driver. 1. Any legally incorporated subsidiary in which Such leased "auto"will be considered a you own more than 50% of the voting stock on covered "auto"you own and not a covered the effective date of the Coverage Form. "auto"you hire. However, the Named Insured does not include However, the lessor is an "insured" only any subsidiary that is an "insured" under any for"bodily injury" or"property damage" other automobile policy or would be an resulting from the acts or omissions by: "insured" under such a policy but for its 1. You; termination or the exhaustion of its Limit of 2. Any of your"employees" or agents; Insurance. or 2. Any organization that is acquired or formed by 3. Any person, except the lessor or you and over which you maintain majority any"employee" or agent of the ownership. However, the Named Insured lessor, operating an "auto"with the does not include any newly formed or acquired permission of any of 1. and/or 2. organization: above. (a) That is an "insured" under any other D. Persons And Organizations As Insureds automobile policy; Under Written Insured Contract (b) That has exhausted its Limit of Insurance Paragraph A.1 —WHO IS AN INSURED—of under any other policy; or SECTION II —LIABILITY COVERAGE is (c) 180 days or more after its acquisition or amended to add the following: formation by you, unless you have given f. Any person or organization with respect to us written notice of the acquisition or the operation, maintenance or use of a formation. covered "auto", provided that you and Coverage does not apply to "bodily injury" or such person or organization have agreed "property damage"that results from an "accident" under an express provision in a written that occurred before you formed or acquired the "insured contract", written agreement or a organization. written permit issued to you by a B. Employees as Insureds governmental or public authority to add Paragraph A.1. —WHO IS AN INSURED—of such person or organization to this policy SECTION II —LIABILITY COVERAGE is amended to as an "insured". add the following: However, such person or organization is d. Any "employee"of yours while using a an "insured" only: covered "auto"you don't own, hire or Form: 16-02-0292 (Rev. 11-16) Page 1 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" (1) with respect to the operation, d. Rental Expense maintenance or use of a covered We will pay the following expenses that you or "auto"; and any of your"employees" are legally obligated (2) for"bodily injury" or"property damage" to pay because of a written contract or caused by an "accident"which takes agreement entered into for use of a rental place after: vehicle in the conduct of your business: (a) You executed the "insured MAXIMUM WE WILL PAY FOR ANY ONE contract" or written agreement; or CONTRACT OR AGREEMENT: (b) The permit has been issued to 1. $2,500 for loss of income incurred by the you. rental agency during the period of time that 3. FELLOW EMPLOYEE COVERAGE vehicle is out of use because of actual EXCLUSION B.S. - FELLOW EMPLOYEE—of damage to, or"loss" of, that vehicle, including SECTION II —LIABILITY COVERAGE does not apply. income lost due to absence of that vehicle for 4. PHYSICAL DAMAGE —ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE use as a replacement; Paragraph AA.a. —TRANSPORTATION EXPENSES 2. $2,500 for decrease in trade-in value of the —of SECTION III — PHYSICAL DAMAGE rental vehicle because of actual damage to COVERAGE is amended to provide a limit of$50 per that vehicle arising out of a covered "loss"; and day for temporary transportation expense, subject to a 3. $2,500 for administrative expenses incurred maximum limit of$1,000. by the rental agency, as stated in the contract 5. AUTO LOAN/LEASE GAP COVERAGE or agreement. Paragraph A. 4. —COVERAGE EXTENSIONS -of 4. $7,500 maximum total amount for paragraphs SECTION III — PHYSICAL DAMAGE COVERAGE is 1., 2. and 3. combined. amended to add the following: 7. EXTRA EXPENSE— BROADENED COVERAGE c. Unpaid Loan or Lease Amounts Paragraph A.4. —COVERAGE EXTENSIONS—of In the event of a total "loss"to a covered "auto", we will SECTION III —PHYSICAL DAMAGE COVERAGE pay any unpaid amount due on the loan or lease for a is amended to add the following: covered "auto" minus: e. Recovery Expense 1. The amount paid under the Physical Damage We will pay for the expense of returning a Coverage Section of the policy; and stolen covered "auto"to you. 2. Any: 8. AIRBAG COVERAGE a. Overdue loan/lease payments at the time of Paragraph B.3.a. - EXCLUSIONS—of SECTION the "loss"; III — PHYSICAL DAMAGE COVERAGE does not b. Financial penalties imposed under a lease for apply to the accidental or unintended discharge of excessive use, abnormal wear and tear or an airbag. Coverage is excess over any other high mileage; collectible insurance or warranty specifically c. Security deposits not returned by the lessor: designed to provide this coverage. d. Costs for extended warranties, Credit Life 9. AUDIO,VISUAL AND DATA ELECTRONIC Insurance, Health, Accident or Disability EQUIPMENT-BROADENED COVERAGE Insurance purchased with the loan or lease; Paragraph C.1.b. — LIMIT OF INSURANCE -of and SECTION III - PHYSICAL DAMAGE is deleted e. Carry-over balances from previous loans or and replaced with the following: leases. b. $2,000 is the most we will pay for"loss" in any We will pay for any unpaid amount due on the loan or one "accident"to all electronic equipment that lease if caused by: reproduces, receives or transmits audio, visual 1. Other than Collision Coverage only if the or data signals which, at the time of"loss", is: Declarations indicate that Comprehensive (1) Permanently installed in or upon the Coverage is provided for any covered "auto"; covered "auto" in a housing, opening or 2. Specified Causes of Loss Coverage only if the other location that is not normally used by Declarations indicate that Specified Causes of the "auto" manufacturer for the installation Loss Coverage is provided for any covered "auto"; of such equipment; or (2) Removable from a permanently installed 3. Collision Coverage only if the Declarations indicate that Collision Coverage is provided for any housing unit as described in Paragraph covered "auto. 2.a. above or is an integral part of that 6. RENTAL AGENCY EXPENSE equipment; or Paragraph A. 4. —COVERAGE EXTENSIONS—of (3) An integral part of such equipment. SECTION III — PHYSICAL DAMAGE COVERAGE is amended to add the following: 10. GLASS REPAIR—WAIVER OF DEDUCTIBLE Form: 16-02-0292 (Rev. 11-16) Page 2 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" Under Paragraph D. -DEDUCTIBLE—of their rights of recovery against such person or SECTION III — PHYSICAL DAMAGE COVERAGE organization under a contract or agreement the following is added: that is entered into before such "loss". No deductible applies to glass damage if the glass To the extent that the "insured's" rights to is repaired rather than replaced. recover damages for all or part of any 11. TWO OR MORE DEDUCTIBLES payment made under this insurance has not Paragraph D.- DEDUCTIBLE—of SECTION III — been waived, those rights are transferred to PHYSICAL DAMAGE COVERAGE is amended to us. That person or organization must do add the following: everything necessary to secure our rights and If this Coverage Form and any other Coverage must do nothing after"accident" or"loss"to Form or policy issued to you by us that is not an impair them. At our request,the insured will automobile policy or Coverage Form applies to the bring suit or transfer those rights to us and same "accident", the following applies: help us enforce them. 1. If the deductible under this Business Auto Coverage Form is the smaller (or smallest) 14. UNINTENTIONAL FAILURE TO DISCLOSE deductible, it will be waived; or HAZARDS 2. If the deductible under this Business Auto Paragraph B.2. —CONCEALMENT, Coverage Form is not the smaller(or smallest) MISREPRESENTATION or FRAUD of SECTION deductible, it will be reduced by the amount of IV—BUSINESS AUTO CONDITIONS -is deleted the smaller (or smallest) deductible. and replaced with the following: If you unintentionally fail to disclose any hazards 12.AMENDED DUTIES IN THE EVENT OF existing at the inception date of your policy, we will ACCIDENT, CLAIM,SUIT OR LOSS not void coverage under this Coverage Form Paragraph A.2.a. - DUTIES IN THE EVENT OF because of such failure. AN ACCIDENT, CLAIM, SUIT OR LOSS of SECTION IV- BUSINESS AUTO CONDITIONS is 15. AUTOS RENTED BY EMPLOYEES deleted and replaced with the following: Paragraph B.S. -OTHER INSURANCE of a. In the event of"accident", claim, "suit" or SECTION IV—BUSINESS AUTO CONDITIONS - "loss", you must promptly notify us when the is amended to add the following: "accident" is known to: e. Any "auto" hired or rented by your"employee" (1) You or your authorized representative, if on your behalf and at your direction will be you are an individual; considered an "auto"you hire. If an (2) A partner, or any authorized "employee's" personal insurance also applies representative, if you are a partnership; on an excess basis to a covered "auto" hired (3) A member, if you are a limited liability or rented by your"employee" on your behalf company; or and at your direction, this insurance will be (4) An executive officer, insurance manager, primary to the "employee's" personal or authorized representative, if you are an insurance. organization other than a partnership or 16. HIRED AUTO—COVERAGE TERRITORY limited liability company. Paragraph B.7.b.(5). - POLICY PERIOD, Knowledge of an "accident", claim, "suit" or COVERAGE TERRITORY of SECTION IV— "loss" by other persons does not imply that the BUSINESS AUTO CONDITIONS is deleted and persons listed above have such knowledge. replaced with the following: Notice to us should include: (5)A covered "auto" of the private passenger (1) How, when and where the "accident"or type is leased, hired, rented or borrowed "loss" occurred; without a driver for a period of 45 days or (2) The "insured's" name and address; and less; and (3) To the extent possible, the names and 17. RESULTANT MENTAL ANGUISH COVERAGE addresses of any injured persons or Paragraph C. of-SECTION V—DEFINITIONS is witnesses. deleted and replaced by the following: 13. WAIVER OF SUBROGATION Paragraph A.S. -TRANSFER OF RIGHTS OF "Bodily injury" means bodily injury, sickness or RECOVERY AGAINST OTHERS TO US of disease sustained by any person, including SECTION IV—BUSINESS AUTO CONDITIONS is mental anguish or death as a result of the "bodily deleted and replaced with the following: injury" sustained by that person. 5. We will waive the right of recovery we would otherwise have against another person or organization for"loss"to which this insurance applies, provided the "insured" has waived Form: 16-02-0292 (Rev. 11-16) Page 3 of 3 "Includes copyrighted material of Insurance Services Office, Inc. with its permission" POLICY NUMBER: (23)7360-62-30 COMMERCIAL AUTO 16-02-0316 Ed. 10 14 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NON-CONTRIBUTORY LIABILITY INSURANCE This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: REDVECTOR.COM LLC DBA VECTOR SOLUTIONS Endorsement Effective Date: 11/01/2023 SCHEDULE Name(s) Of Person(s) Or Organization(s): PERSONS OR ORGANIZATIONS THAT YOU ARE OBLIGATED, PURSUANT TO A CONTRACT OR AGREEMENT BETWEEN YOU AND SUCH PERSON OR ORGANIZATION, TO PROVIDE PRIMARY AND NON-CONTRIBUTORY INSURANCE. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Item 5. —"Other Insurance"of Item B. —"General Conditions" under Section IV—"Business Auto Conditions": e. Regardless of the provisions of Paragraph 5.a. through d. above, for any liability arising out of the ownership, maintenance, use, rental, lease, loan, hire or borrowing by an "insured" of a covered "auto" for which an "insured" is contractually obligated to provide primary insurance coverage to a client, this Coverage Form will be primary and non-contributory with respect to the Persons or Organizations in the schedule, regardless of the availability or existence of other collectible insurance under any other Coverage Form or policy that applies on a primary basis. 16-02-0316 Ed. 10 14 Page 1 of 1 H U Liability Insurance Endorsement Policy Period 1111/2023 to 11i1/2024 Effective Date 11/1/2023 Policy Number 3605-13-15 TPA Insured REDVECTOR.COM EEC Name of Company GREAT NORTHERN INSURANCE COMPANY This Endorsement applies to the following forms: GENERAL LIABILITY Under Who Is An Insured,the following provision is added. Who Is An Insured Additional Insured- Persons or organizations shown in the Schedule are insureds;but they are insureds only if you are Scheduled Person obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by Or Organization this policy. However,the person or organization is an insured only: • if and then only to the extent the person or organization is described in the Schedule; • to the extent such contract or agreement requires the person or organization to be afforded status as an insured.; • for activities that did not occur,in whole or in part,before the execution of the contract or agreement-,and • with respect to damages,loss,cost or expense for injury or damage to which this insurance applies. No person or organization is an insured under this provision: • that is more specifically identified under any other provision of the Who Is An Insured section(regardless of any limitation applicable thereto). • with respect to any assumption of liability(of another person or organization)by them in a contract or agreement.This limitation does not apply to the liability for damages,loss,cost or expense for injury or damage,to which this insurance applies,that the person or organization would have in the absence of such contractor agreement. Liability Insurance Additional Insured-Scheduled Person Or Organization continued Form 80-02-2367(Rev.5-07) Endorsement Page 1 CHUBB" Liability Endorsement (continued) Under Conditions,the following provision is added to the condition tided Other Insurance, Conditions Other Insurance— If you are obligated,pursuant to a contract or agreement,to provide the person or organization Primary, Noncontributory shown in the Schedule with primary insurance such as is afforded by this policy,then in such case Insurance—Scheduled this insurance is primary and we will not seek contribution from insurance available to such person Person Or Organization or organization. Schedule Persons or organizations that you are obligated,pursuant to a contract or agreement,to provide with such insurance as is afforded by this policy, All other terms and conditions remain unchanged. CAuthorized Representative ? Liability Insurance Additional Insured-Scheduled Person Or Organization last page Form 80-02-2S67(Rev.5-07) Endorsement page 2 C H U B B° Property Insurance Endorsement Policy Period NOVEMBER 1,2023 TO NOVEMBER 1,2024 Effective Date NOVEMBER 1,2023 Policy Number 3605-13-15 TPA Insured REDVECTOR.COM LLC DBA VECTOR SOLUTIONS Name of Company GREAT NORTHERN INSURANCE COMPANY Date Issued NOVEMBER 8,2023 This Endorsement applies to the following forms: PROPERTYBUSINESS INCOME CONDITIONS&DEFINITIONS Under Conditions,Waiver Of Rights Of Recovery and Who Is Insured are deleted and replaced with the following: Conditions Waiver Of Rights Of We will have no rights of recovery against: Recovery 0 any Named Insured; • any principal,principal's representative,or subcontractor,if you are a contractor and are required by a properly executed construction contract to waive,and ensure that we waive, any rights of recovery; • any other person or organization if you have waived your rights of recovery against them in writing prior to loss or damage,but only to the extent of such written waiver. Otherwise,if any person to or for whom we make payment under this insurance has rights to recover damages from another,those rights are transferred to us to the extent of our payment.That person or organization must do everything necessary to secure our rights and must do nothing after a loss to impair our rights. You may waive your rights against any such person in writing: A. prior to loss or damage to covered property;or Property Insurance Who Is Insured And Waiver Of Rights Of Recovery conditions Amended continued Form 80-02-5343(Ed.3-14) Endorsement Page 1 C H U B B' Chubb Commercial Excess And Umbrella Insurance Schedule Of Underlying Insurance Effective Date: NOVEMBER 1,2023 Policy Number. 7818-84-24 Insured. REDVECTOR.COM LLC DBA VECTOR SOLUTIONS Description Limits Employers Liability Insurer. VIGILANT INSURANCE COMPANY Policy No.: 7175-46-15 Coverage B-Employer's Liability Policy Period: 11/01/2023 Bodily Injury By Accident to: 11/01/2024 $1,000,000 Each Accident Bodily Injury By Disease $1,000,000 Policy Limit $1,000,000 Each Employee Commercial General Liability Insurer. GREAT NORTHERN INSURANCE COMPANY Policy No.: 3605-13-15 $1,000,000 Each Occurrence Policy Period. 11/01/2023 $2,000,000 General Aggregate to: 11/01/2024 $2,000,000 Products/Completed Operations Aggregate Occurrence $1,000,000 Personal and Advertising Injury(aggregate when applicable) Combined Total Aggregate Limit$10,000,000 Employee Benefits Liability Insurer. GREAT NORTHERN INSURANCE COMPANY Policy No.: 3605-13-15 $1,000,000 Each Claim Policy Period: 11/01/2023 to: 11/01/2024 $1,000,000 Aggregate Claims Made Retroactive Date 11/01/2014 Chubb Commercial Excess and Umbrella Insurance Form 07-02-0922(Rev. 7-01) Schedule Of Undedying Insurance Page 1 of 2 C H U B B' Chubb Commercial Excess And Umbrella Insurance Schedule Of Underlying Insurance Effective Date: NOVEMBER 1,2023 Policy Number. 7818-84-24 Insured: REDVECTOR.COM LLC DBA VECTOR SOLUTIONS Description Limits Non-Owned & Hired Auto Liability Insurer. GREAT NORTHERN INSURANCE COMPANY Policy No.: 7360-62-30 $1,000,000 Each Accident Policy Period: 11/01/2023 to: 11/01/2024 Occurrence Stop Gap Coverage Insurer. GREAT NORTHERN INSURANCE COMPANY Policy No.: 3605-13-15 $1,000,000 Each Accident Policy Period. 11/01/2023 to: 11/01/2024 $1,000,000 Aggregate Occurrence $1,000,000 Each Employee Authorization All other terms and conditions remain unchanged. Authorized Representative October 27,2023 Chubb Commercial Excess and Umbrella Insurance Form 07-02-0922(Rev. 7-01) Schedule Of Undedying Insurance Page 2 of 2 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY VVCO00313 (Ed.4'84) WAIVER OF OURFUGHTTO RECOVER FROM OTHERS ENDORSEMENT VVe have the rightb)rHC0vHrOUrpaymontafrom8nyOne|iab|efbr@ni jurycoveredbvthi000iqy. VVeviUnot enforce our right against the person: or organization named inthe Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS AGREED BY WRITTEN CONTRACT T[) FURNISH THIS WAIVER For policies 0r exposure inMissouri: Any person Or organization for which the employer has agreed by written contract, executed prior toloss, may execute a waiver of subrogation. Hovvever, for purposes of work performed by the employer in Missouri, this waiver of subrogation does not apply to any construction, group of classifications as designated by the waiver of right to recover from others (subrogation) rule in our manual. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated, (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective II-01-23 Policy No. 71754615 Endorsement No. Insured REIVECTOR.COM, LLC Premium$ Incl. Insurance Company Vigilant Insurance Company Countersigned By VVCVVO313 (Ed.4'84) �1mm National Council on Compensation Insurance.