Item C08 C8
BOARD OF COUNTY COMMISSIONERS
COUNTY of MONROE Mayor James K.Scholl,District 3
The Florida Keys Mayor Pro Tern Michelle Lincoln,District 2
Craig Cates,District 1
David Rice,District 4
Holly Merrill Raschein,District 5
Board of County Commissioners Meeting
February 19, 2025
Agenda Item Number: C8
2023-3601
BULK ITEM: Yes DEPARTMENT: Fire Rescue
TIME APPROXIMATE: STAFF CONTACT: R. L. Colina, Fire Chief
AGENDA ITEM WORDING: Approval by BOCC of Addendum No. 1 to the Agreement between
Monroe County and TargetSolutions Learning, LLC, for firefighter training, records management, and
reporting software and support, in the amount of$20,979.00 for the current calendar year. This
Addendum No. 1 is made retroactively effective as of January 1, 2025; and BOCC designates the
County Administrator to sign on its behalf.
ITEM BACKGROUND:
In 2016, Monroe County Fire Rescue purchased TargetSolutions Learning, LLC (commonly referred to
as "TargetSolutions" or "Vector Solutions") software to provide a computerized platform for firefighter
training, compliant records management, and reporting directly to the State of Florida to maintain
firefighter licensure. Additionally, the software provides internal reporting of training hours enabling
supervisors to gauge the progress of their crewmembers.
The underlying agreement provides that the parties may extend the term for three(3) one (1)-year
periods by addendum. Addendum No. 1 exercises the first of three(3)renewal terms, as well as updates
standard terms and conditions within the agreement. To keep continuous services, Addendum No. 1 is
made retroactively effective as of January 1, 2025. Additionally, the Addendum allows for the
remaining extension terms to be exercised administratively through the purchasing and signature
authority vested in the County Administrator, consistent with the County's Purchasing Policy Manual.
Due to the longstanding use of this software and the aggregate total value of continuing services, it was
deemed appropriate at this time to bring this Addendum No. 1 to BOCC for review and approval.
Therefore, the department requests that the BOCC authorizes the County Administrator to sign the
Addendum No. 1 to the Agreement between the parties.
PREVIOUS RELEVANT BOCC ACTION:
N/A
INSURANCE REQUIRED:
Yes
392
CONTRACT/AGREEMENT CHANGES:
None.
STAFF RECOMMENDATION: Approval.
DOCUMENTATION:
Addendum No. I to Monroe County& TargetSolutions Learning, LLC_C0l Redacted.pdf
FINANCIAL IMPACT:
Effective Date: 01/01/2025
Expiration Date: 12/31/2025
Total Dollar Value of Contract: $20,979.00
Total Cost to County: $20,979.00
Current Year Portion: $20,979.00
Budgeted: Yes
Source of Funds - Split Cost Centers below:
12001 Fire Training Academy $ 20,979.00
CPI: N/A
Indirect Costs: N/A
Estimated Ongoing Costs Not Included in above dollar amounts: N/A
Revenue Producing: No If yes, amount: N/A
Grant: No
County Match: No
Insurance Required: Yes
Additional Details:
393
ADDENDUM NOi. I
TO TARGETSOLUTIONS LEARNING,, LLC AGREEMENT
FOiR VECTOR SOI.XTIONS PIJBIAC SECTOR SOFTWARE AS A SERVICE
(Is" RENEWAL TERM)
I)l 'rhe Contract Documents. Thi5 Addendum (or "Agreernent" used interchangeably
throughout) is made and entered into on the last date set forth on the execution page, and
is, filereby incorlporated as if' ,5et forth in full to the '*Vector Sollulions Public Section
Soffivare as a Service Agreement,," inicluiding its "Additional Terms and Conditions,"
executed Ibetvwreen the part iies on April 17,20,24,The parties dies ill re to extend the Agreement,
and adopt the niew f-Al'25-26 Vector Solutions Order('11"nrgetSolutuions)placed by Monroe
County,, Florida, dated December 30, 20,24 (hereinafter "Order"), The, parties to this
agreement are TargetSolutions,Learning, LLC', 4890 W. Kennedy Blvd., Ste. 3010, Fampa,
FL 33609 (hereinafter the "Contractue'), and Munroe County,, Florida, a political
subdivision of the State of Florida, through its Bmird Of ('.',011mly Conimissioners, with
principal offices Iii at 1100 Simonton Street, Key West, FL 330401(the,"County"). In
the event of a conflict between the aforementioned diocumerits, any duly exeCtned
anientfinent or Addiendurn will conlrol, followed by the FY2�5-26 Order, then the
"Additional Terms and Conditions" attached to the "'TargetSolutions Learning, IL LC
Agreement- Schedule A,"then the"Vector Solutions Public Section Sollware,as a Service
Agreement," in that order. All attached hereto as "Composite Exhibit A," for case of
reference only.
2) Contract Amount. Contractor will'! perforni contract requirements with pricing and
invoicing pursuant to FY25-26 Order, jhL-Qrd' rnystjjQLPY p
...of
S 1.0Q.000,without the prior written roval of 1hig-.5gord County Conim sjoners. As
g p hgmj,,p,,.tht-jigigi...millue ofthe Order is calculated by adding liligVaal re fSdl order
Na g girth 1ar init County is exempt
C
frorni payment of Florida State Sales and [Jse taxes. Contractor agrees to submit invoices
with mippiorfing documentation that is acceplable to the Monroe County Office ol'Gerk
and Comptroller(County Clerk).Acceptability to the County Clerk ils based upon generally
accepted accounting principles and sucti laws, niles and regulations as niay govern the
disbursal of funds by the County Clerk,
3) Agreement Subject to Funding, The County's performance and obligation to pay under
this contract is contingent upon an, annual appropriation by the Board of Counly
Commissioners, In the event deaf the County funds on which this Agreernent is dependent
are with,drawn,this Agreement is terminated,and the County has no furtherobligalion under,
the terms of this Agreernerrt to the Contractor beyond that already incurred by the
termination date.
4) Contract Term, This agreement shal I be effect i vie for one(I)y ea r only. The parties agree
that the corinnienclement date is January 1,2025 and(fie natural expiration will k,! at 11:59
p,rn, EST on December 31, 2025. Consistent with Paragraph 7 of the "Additional Terris
and Conditions"to, the Aucernent between the parties,this Addenduin represents the first
(1')�,,W three (3),renewal terins,
5'), Independent Contractor. T'his Agreement does not create an ernployee/employer
relationship between the Parties. It is the intent ofthic Panics that the Contractor is an
independent contractor under this Agreement and not the Countys employee for any
purposes, incWding but not limited lo, the applicaflion of 1he Failr Labor Standards Act.
rninimum wage and overtime payments, Federal Insurance Contribution Act, the Social
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Security Act, the Federal Unemployment Tax Act,the provisions,of the Internal Revenue
Code,the State Worker's Compensation Act, and the State Uncmployiment Insurance Ilaww,
'II'he Contractor will retain sole and absolute discretion in theJudgment of the manner and
means of carrying out Contiractor's activitics and responsibilities hereunder provided,
further that administrative procedures applicable to services rendered under this Agreement
will be those of Contractor, which policies of Contractor will not conflict with Courity,
State,or United States policies,rules or regulations relating to the use of Contractor's funds
provided, for herein.
6) Assignment and Subcontracting.Contractor must not transfer or assign the performance
required by this, Agreement without the prior written consent of the Board of County
Conirnissioners, except to; an affiliate, or in connection with a merty
,er, acquisition,
clorporate reorganization,or sale of allI of Contractori assets.
7) Termination
a,) Termination for Cause and Rernedies In the event that Contractor is found to be
negligent in any aspect of service or Contractor is in breach of any contract terms,
the County retains the right tau terminate this Agreemea The County reserves all
rights available to it for monies paid under this Agreement, without limitation
thereby,and reserves the right to sue for breach of contract and including the,right
to pursue a claim for violation of the County's False Claims Ordinance, pursuant
to Section 2-721 et seq.,ol'the Monroe County Code.
8) Insurance Requirements. Contractor shall obtain and rnaintain at its own expense the
insurance coverages listed within this paragraph prior to corruriencing service under this
Agreement, and maintain such coverage throughout the term of the Agreement. Alll
insurance requirements provided for in this Agreement shall: be subject to annual review.
Depending on the extent of contractual obligations incuri-ed by the Contractor, the below
insurances will be required. Insurances can be altered via written waiver by County's R.isk
Manager, if required. If the insurance policies originally purchased that meet the
requirements are canceled, terminated, or reduced in coverage, then the Contractor must
immediately substitute complying policies so that no gap in coverage occurs. Copies of
current policy certificates shall be filed with the Motime County Riisk Department
whcriever acquired, amended, and annually during the term, (if this Agreement, Prior to
execution,of this Agreentent,Contractor shall furnish the County Certificates of Insurance
indicating the rninimurn coverage finfltations in the following amounts:
a), WORKERS COMPENSATION AND EMPLOYER'S LIABILT1Y
INSURANCE. Where applicable, coverage to apply for all employees at the
minimum, statutory limits as required by Florida Law, and Einployee's Liability
coverage in the amount of flfyff.ufl bodily injury by accident, $5,0,0_000,00
bodily injury by disease, policy limits,,and $50-0000-00 boddy injury by dlisease,
each employee.
b) CONIP'REHENSIVE AUTOMOBILE VEHICLE LIABILITY
INSURANCE. Motor vehicle liability insurance, including applicable no-fault
coverage, with limits of fiability of not less than IIQQ.0�00O per occurrence,
combined single limit for Bodily Injury Liability and Property Damage Liability.
If single limits are provided, the minimum acceptable limits are S200-0100.0 1 per
person,Siffiliffia per occurrence,and$200,,WQW property damage. Coverage
shall include all owned vehicles, all non-owned vehicles,and all hire�ld vehicles.
c) COMMERCIAL GENERAL LIABILITY. Cornmercial general liability
coverage with limits of liability of not less than JJJ(��r � per occurrence
combined single limit,and not less than 12,QQQ,000.00 in the aggregate, for Bodily
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Injury Liability and property Damage Liability. Stich coverage must incRide, as a
ininitutirw Premises Operations, Products anid Completed Operations, Blanket
Contractual Liability, and Personal Injury Liability.An Occurrence Forma policy is
preferred, If coverage is provided on an Claims Made policy, its, r,)rovisions, should
include coverage for claims fi lled on,or after the effective date of this contract. IIn
addition, the period for which dainis may be reported ghould extend for a
rmniinvurn of twelve(12) months fibilowing the termination of this agreeinient,
d) CERTIFICATUS OF INSURANCE. Original "ertificatcs of Insurance shall he
provided to the County at the time of execution ofthis Agreement and certified
copies provided if requesled. Fach policy certifiscate shall he endotscd with a
provision 11tat not less than thirty (30) calendar days' written notice shall be
provided to the County befotv any policy car coverage is canciefLd or resiricted, rl,l,l,
underwriter of such insurance shall be qualified to do business in the State of
l,"Jorida. If requested by the County Administrator, the insurance coverage stiall
be pdmary insurance with respect to(he County, its officials, employees, agents,
and volunteers. Failure of Contractor to comply with the insurance requirements
of this section slWl be cause for irninediate termination of this Agreement,
MONROE CIOUNTY BOARD Of' COUNTY COMMIS,810NE&S, 1100 SIMONTON
STREET, KEY WEST, FLORIDA 33040, MUST BE N11YED AS ADDITIONAL
INSUREDAND CERTIFICATEHOLDER ONALL POLK-7ES EXC'I-,,PT WORKER'S
COMPENSATION. In the event that the Contractor is authorized by County to assign,
work hereunder to subcontractors,the Contractor specifically agrees to identify thic County
as, an additional insured on, all insurance poilicies pursuant to said subetmtracti(s),as sarne
are required by the County here,.
91) Indieninification, & Bold Harnilless
a) Notwithstanding any mininiutn insurance requirements prescribed elsewhere in
this Agreement and subject to amounts stated in the Litnitation of Liabili(y
provisions in the Conlractor's ollware as a Set-vice Agreeinent, the Contractor
shall deflerid, inderninify, and hold the County, and the County's elected and
appointed officers and employees, harmless from and,against any clahns, actions
or causes of action,, any litigation, administrativie proceedings, appellate
proceedings,or other proceedings relating to,any type of injury (including death),
loss,damage, fine,penalty or business interruption,and any cosius or expenses that
may be asserted against, iniflated with respect to,or sustairied by,any iirndermrnified
party to the,extent caused by the negligence or recklessness, imentional wrongful
misconduct,, erruirs or other wrongfiul act or oinission of the Contractor or any of
its emplloyees,, agents., sub-contractors or other invitees; or (C) the Contractor's
i in respect of any of the obligations that it urtelerlakes under the terms of this
Agreement, except to the extent the claims, actions,, causes of action, litigation,
proccedings, costs or expenses arise from the intentional or negligent acts or
omissions of the County or, any of its etnploylees, agents, contractors or invitees
(other than the Contractor).
bi) In the event that the completion of the service (to include the work of'anthers) is
delayed or Suspended as a result of the(.'antractor's failitire to purchase or maintain
the rewired insurance,the Contractor shall indemnify the Colunly from aniy ard all
increased expenses resulting From such delay.
c) Nothing contained herein is intended, nor may it be construed, to waive County's
rights,and inirni.lnifiCS under the common la or Section 768,28, Florida Statutes,
as amended from time to time; nor will anything included herein be construed as,
consent to be stied by any third parties in any matter arising out of this Agreement,
Page 3 of t 2
To the extent,considered necessary by,the County,any sums due Contractor under
this Agreeinent may be retained by the County until all of the Courtly's claims
subject to this indernnification obligation have been serded or otherwise resolved,
and any amount withheld is not slub,ject to payment of interest by (lie County,
Insofar as, the claims, actions, causes, of action, litigation, proceedings, costs or
expenses relate to events or circumstances that occur during the term of this
Agreement,this section willl survive the expiration of the term of this Agfeernent
or any earlier termination of thisAgreement,
d) Contractor shall be, given prompt notice of any claim so that its defenses for any
claim are not unduly prujudiced, Contractor shall be given sole control of the
defense of any claim for which an inidemnitee seeks indemnification except for
settlement which shall not be entered wifl,iolut the consent of the indiernnitee,
e) Contractor's acceptance of the defense of any claim shall not be deemed:a waiver
any claims or defenses it may have to the defense and indemnification
requirements herein
10) Data Management; Data Security Standards.Contractor must agree to comply with,the
County's written demands regarding cooperation (and any applicable financial
responsibilities), for timely data breach incident reporting,,, response activities/fact-
gathering, public and other governmental agency notification requ,irements, severity level
assessirient, and after-action reporting, consistent with Sections 2823185(5) & (6), and
501.17 1, Fla. Slats., as arnended from time to time. To eriskirle safety of"personal dlata,
Contractor must comply with the 20,16 European Union's General Data Privacy Regulation
(GI)PI ) that becante effective in the European Union on May 25, NO, and arliy more
recently revised version thereof, For any syslern integration between the County's network
systerns,and that of the Contractor, the Contractor hereby agrees to comply with I SO/lEC
270,011 for its internal systeirn, at a minirnurn, and any unique integration requireivents of
the County's network and information technology systems.
I I)i Discriminatory Vendor List. Contractor hereby acknowledges its continuous duty to
disclose to the Counity if the Contractor or any of its affiliates, as defined by Section
28T 13 (l)(a), Florida Statutes, are pllaced on the Discriminatory Vendor List. Pursuant to
Section 287.l34(2Xa),FIorida Statutes: "An,entity or affiliate who has been Placed on the
discriminatory vendor list may not submit a bit],proposal,or reply on a contract to provide
any goods or services to a public entity; may not submit a bid, proposal, or reply of) a
contract with a public entity for (lie construction, or repair of a public building or public
work;may not submit bids,proposals,,or replies on leases of real property to a public entity;
may not be awarded or perfonn work as a contractor,supplier,subcontractor,,or consultant
tinder a contract with any public entity; and may not transact business with any public
entity."
12) Prohibition on Conflict of Interest, Gratuities, Kickbacks, avid Collusion. The
statiernents contained in this paragraph an true and correct, and made with the full
knowledge that Monroe County relies upon the truth of the statements contained herein in
awarding the contract for this service.,
a), Conflict of Interest.Contractor covenants,that it presently has,no interest and will not
acquire any interest that would conflict in arty manneir or degree with the perforni,ance
of services required. Each party hereto covenants that there is no conflict of interest of
any other prohibited relationship between the County and itselif.
by Gratuities. Contractor(hereby certifies that it has root offered,given,or agreed to give
any Monroe: County employee a gratuity, favor, or anything of monetary value in
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connection Wilh any decision, approval, disapproval, reCIDUTIluendation, preparation of
any part of the awatd of this contract,
Kickbacks. Contractor cii that it has not given payment, gratuity, or offer of
ernployinient to be made by or on behalf of a Sub-conlrac tort nder a, contract to
C,ontraclor or higher tier sub-contractor or any person associated therewith, as an
inducernent of[file award ofa subcontract or order,
d) Non-Collusion, Statement. By signing this Agrocuicrit, Contractor certifies tinder
penalty of perjury that the price proposed by Contractor was arriveld at independently
WiChOlUt C`011USiOu, COV)SUltation, or C01111oUnication for the purpose (if restricting
corripledition;and no attempt has been inade to induce another person or entity to submit
a proposal,Or not submit,for the purpose of restricting coniplefition in the award of INs
contract.
t) Contract Clause. T'he prohibitions on conflict of interest, gratuities. kickbacks, and
C011U.Sion prescribed in this paragraph inust be conspicuously set tbrl in,every, contract
and subcontract and solicitation initiated by Contractor in its performance of tins
Agreement.
13) Elhics Clause pursuant to Monroe County Ordinance No, 010-19901. lye signiing this
Agreement, the Contractor warrants that he/she/it has not employed,retained or otherwise
had act on his/her/its bel-ialfainy former County officer or employee in vic.dadon ol'Seclion
2-149, Monroe County Code of"Ordirtances,or any County officer or ernp4)yeic in violation
oll"Sectiori 2-150, Monroe County Code of Ordinances- For breach or violation of this
provision the County rnay, in its discretion, terrmnate this Agreement without liability and
may also, ini 'its discretion, deduct from the Agreenrient or purchase price, or otherwise
recover,the full arnount of any fee, commission, percentage,gift, or consideration plaid to
the former County officer or employee pUrStl8t1t 10 Subsection 2-152(b), Monroe Coomy
Code of Ordinances,
14): Monroe County's Suspended Vendlor List mind False Claims Laws. "The eligibility of'
pil to enter into a contract tnay be suspended pursuant to See.2-3l47(1) of the Monroe
County Code of Ordinances. In the event an eligible person is suspended by the County
after the contract is awarded, or a suspended person is employed to perform work (e.g.as
a subcontractor)pursuant to a County contract, same shall constitute an irruaterianl breach of'
the contract. 'rhe County, in its sole discretion,may terminate the contract with no further
liability to the contractor beyond payment oft1w portion ofthe contract price that may be
due for w1ork satisfactorHy completed up to the dale of teri-nination,and hereby reserves all
other rights and remedies avaflable at law or in equity. In addition,the County reserves all
rights available to recuperate monies paid under this Agreement,including the right to sue
for breach of"contract and including the right to pursue a claim for violation of`the COUnty'S
False Claims Ordinance, pursuant to Section 2-721 el seq., of the Monroe County Code.
15): Prompt Disclosure of Litigation, Investigations, Arbitration, or Administrative
Proceedings.'rhiroughout the term of this Agreement,the Contractor has a continuing duly
to promptly disclose to the Colunty, in writing, upon occurrence, all civil or criminal
litigation, investigations,arbitration,or administrative proceedings refating to or affecting
Contractor's ability to, perform under this Agreement. If the existence of such causes the
County COTICUT1 that the Contractor's ability or willingness to perform the, Agreernent is
jonpardized, the Contractor may be required to prcovide the County with reasonable
assurances U> demonstrate, its ability to perform as required hereunder, amid that its
employees/agents have not or will not engage in conduct similar in nature to the conduct
alleged in such proceeding,
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16) Notice. All written correspondence to the County shall be dlatcddi andl igned by an
authorized representative or the Contractor. Any written notiCeS or correspondence
required or contemplated under this Agreement shall be sent by U.S.Mail,certificti,return
receipt requested,pustage pre-paid,or by courier with proof of delivery,Notice is dccnicd
received by Contractor when hand delivered by national courier with proof or delivery or
by U.S.Mail upon verified receipt or upon the date orrefusaf or non-acceptance of del ivery.
Notice shall be sent to thic following persons:
EMC-QU.Nm. FOR CONTRACTOR,,
County Admiinistrator
Monroe County
1100 Simonton Street,Room 2-205 CA 1)0-7
Key West,FL 33040
And i(w,ith copy to);
Monroe County Attorney's OMce
I Il I I 121h Streel,Suite 408
Key West, Fl,33040
17) Choice of Low said Venue.The parties Mere agree that the only laws that apply to this
Agreement are those of the State of Florida and United States of America. The parties
waive the Iprivilege orvenuc and agree that all litigation between them in the state,courts
will take place! exclusively in the Sixteenth Juidiicilal Circuit in and for Monroe County,
Florida,andl that all litigation between them in the federal courts will take placleexclusively
in the United Slates District Court in and for the Southern District of Florida, or United
Mates Bankruptcy Court for the Southern District of Florida,whenever applicable.
I al WAIVER OF JURY TRIAL, MAN DATORYPR E-SU ITM EDIATION
BY ENTERING INTO,THIS CONTRACT,,EACH OF CONTRACTOR AND THE
COUNTY'H F RFBV EXPRESSLY WAIVE,ANY RIG HT'S EACH MAY HAVE TO
A TRIAL BY JURY RELATED TO THIS CONTRACT. IF A PARTY FAILS TO
WITHDRAW A REQUEST FOR A JURY TRIAL IN A LAWSUIT ARISING OUT
OF THIS CONTRACT AFTER WRITTEN NOTICE BY THE OTHER PARTY OF
VIOLATION OF THIS SECTION,, THE PARTY MAKING THE REQUEST FOR
JURY TRIAL WILL BE LIABLE FOR THE REASONABLE ATTORNEY'S FEES
AND COSTS OF THE OTHER, PARTY CONTESTING THE REQUES ' FOR
JURY TRIAL, AND SUCH AMOUNTS MUST BE AWARDED BY THE COURT
IN ADJUDICATING THE MOTION. THE COUNTY AND CONTRACTOR
AGREE THIAT, IN THE EVENT OF CONFLICTING INTERPRETATIONS OF
THE TERMS OR A TERM OF THIS AGREEMENT BY OR BETWEEN ANY OF
THENITHE ISSUE SHALL BE SUBMITTED TO MEDIATION PRIOR TO THE
INSTITUTION OF ANY OTHER ADMINISTRATIVE OR LEGAL
PROCEEDING. 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 TIIC CIRCUIT COURT OF MONROE COUNTY.
19) Attorney's Fees and Costs. County and Contractor agree that in the event any cause of
action or administrative proleceding is initiated or defended by any party relative to, the
enforcement or interpretation of this Agreement, Ithe PrtVailillig, Party Shall be entitled to
reasonable altorney's ices, court costs, investigative, and out-of�pocket expenses, as all
award against the non-prevailing party, at all levels of the couirtsysiern, including ire
appellate proceedings,
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20) Public Records. (.,'ounty is as pi,iiblic agency subJect to Chapter l 19, Florida Statutes, as
amended frorn tinne to time. To the extent Contractor is as Con1ractc)r acting on behalf of
the County ptirsuant to Section 119,01701, Florida Statutes,as amended from finle to time,
Contractor must comply "rilhi all public records laws in accordance with Chapter 119.,
Florida,Statutes, In accordance with state law, Contractor agrees to:
81 Keep and rnairitain all records than ordinarily and necessarily would,be required by
the County in order to per the services
b) Upon request from the Counlys custiodian of'public records, provide the County
with as copy of the requested records or allow the rmords to be inspected or copies
within as reasonable, time at a cost that dots not exceed the I provided in
Chapter I 19, Florida Statutes, tarns otherwise provided by law,
0 Ensure that public records that are exempt,or confidential and exempt,from pubk
records disclosure are not disclosed except as authorized by law for the duration,
of the: Agreement teryn and following cornpletion of the Agreement if tim
Contractor does not transfer the records to the County.
d) U�pon completion of the services within this Agreement,at no cost, either transf'er
to the County all pubhc records in possession of the Contractor or kcep and
maintain public records required by the Courity to perform the services. If the
Contractor transfers all public records to the County upon cornpIetion of the
services,die Contractor rnust destroy any duplicate pubhc records that are exernpl,
or confidential and exempt, from, public records disclosure requirements. If the
Contractor keeps and maintains public records; upon, completion of the services,
the Contractior must meet all applicable requirements for retaining public records.
All records stored clectronically must be provided to the County, upori request
from the County's custodian of"Public records, in a format [fiat is compatible with
the intbrination technology systems I County.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 1119, FLORIDA STATUTES, TO THE
CONTRACTOR 'S DUTY TO, PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT "IME COUNTY9S,
CUSTODIAN OF PUBLIC RECORDS AT PHONE NO. 305-292-3470,
PUBI,ICRECORDSgn,MONROECOUN'TY-Fl..GOV,, MONROE
COUNTY ATTORNEY'S OFFICE, 111.1 12TIl STREET, SUITE 408,
KEY WEST, FL 3 .
If Contractor does not comply with this section, the County will enforce the Agreement
Provisions in acicordance herewith and tnay unilaterally cancel this Agreement in
accordance with,state: law.
Nothing her6n shall be decmed to preclude the Contractor frorn seeking as protective order
from as court of competent jUrisdiction to prevent the release olf any of' Contractors
inibirmalion which the Contractor reasonably believes is exempt from diselostirc.
21) Unentatrollable Circumstances ("Foree Ili ajeure")
As used herein,"Force Majeure"tnearis the occurrence of any event that prevents or delays
the peribnTiance by either party of its obligations hereunder which are beyond the:
reasonable coirtrol oCthe non-perforining party. Examples of"Force Majeure" include,but
are not limited to, acts or God, naliaral disasters, or emergency govierruricntall action. TO
inv(*e this paragraph, inimediate written notice, consistent with the "Notice" provisions
of(his Agreement, most be sent by the non-perforn,iing party describing dic cirCLUTIStances
constituting force as njiet,ire and proof that the non-perfortnance or delay of'performance is
as direct and reasonable result of such event(s). Any, claim for extension of' firne by
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Contractor Pursuant to this,paragraph will be made not moire than Seventy-two(72),hours
after the commencement of the delay,Otherwise, it shall be waived, The Contractor shall
ininnediat6ly report the termination of the cause for the delay within seventy-two(72),hours
after such termination, The County reserves its right to challenge the invocation by the
Contractor within five(5)calendar days of receipt of said notice,in such,case uninterrupicid
performance in required, However, in the event the invocation, is accepted by the County,
tile Contractor must take all reasonable measures to mitig ate arty and all resulting daMag'es,
costs, delays, or disruptions to the Coniracior's, performance requirements under this
Agreement. All obligations must resume when the circumstances of such event(s) have
subsided, or other arrangernents are made pursuant to a written amendment to this
Agreement,
22) Pubilic Entity Crintes Statement. Pursuant to Section 287.1 33(2)(a), Florida Statutes, as
amended fronrl time to brine, Contractor hereby certifies that neither it nor its affilime(s)
have been, placed on the convicted vendor list fiAlowing a conviction for a public entity
crime, If placed on that list, Contractor agrees, to irnmediately notify the County and is
probibiled froin providing any goods or services to a public entity; it may not submit a bid
on a contract with a public entity for the construction or repair of a public building or public
work; it may riot subvilit bids on leases of real property to a public enti,ty; it may not. be
awarded or perforin work as a contractor, supplier, subcontractor, or consultant under a
contract with any public entity; and, it may not transact busilness with any public entity in
execss,of the thrc*shold amount provided in Section 287.0 17,Florida Statutes,for Category
TWO ($35,000), as may be amended, foir a period oflhiriy-six(36)months front the date
of being placed on the convicted, vendor list.
23) Foreign Gifts and contralets.'rhe Contractor must comply with,any applicable disclosure
requirements in, Section, 286.101, Ilorida Statutes, Pursuant to Section, 286.,1101(7)(bi),
Florida SMUWS."'ln addition,to any fine assessed under[§ 28&10](7)(a), Florida Statutes[,
a final order deternlining a third or subsequent violation by an entity, other than, a state
agency or political subdivision must auto rnaticallydisqualify the entity from,eligibility for
any grant or contract funded by a stale agency or any poilifical subdivision until such
ineligibility is lifted by the Administration Coramission, [Governor and Cabinet per
§14.202, Florida Statutes) for good cause."
24) Scrutinized Companies and Countries of Concern per Sections 287.1351, 215.473, &
287.138, Florida Statutes., Contractor hereby certifies that it: a)i has, not been placed oil
the: Scrutinized Companies that Boycott Israel Dist, nor is,engaged in a boycott of"Israel;
b)has not been placed on the Scrutinized Companies with Activities in Sudan List nor the
Scrutinized Companies with Activities in the Bran Terrorism Sectors List(foinnerly the Iran
Petroleum Energy Sector fist),,and c)has not been engaged in business operations in Cuba
or Syria. If County determines that Contractor has falsely certified facts under this
paragraph,or if Contractor is found to have been p i aced on a I ist created pursuant to Section
215,473, Florida Statutes, as amended, or is engaged in a boycott of" Israel after the
execution of this Agreement,, County will have all rights an�dl remedies to, terminate this
Agreement consistent with Section, 287.135, Florida Statutes, as arneinded. The County
reserves all rights, to waive certain requirements of this paragraph on a case-by-case
exception basis pursuant to Section 287,135, Florida Statutes, as arriended, Beginning
January 1, 20124, the County must not enter into a contract that ,grants access to an
individual's personal identifying infoirs'naticin to any Foreign Country of Concern such,as:
People's Republic of China, the Russian Federation, the Islamic Republic of Iran, the
Democratic Peopile's Rep�ubllic oMorea,the Republic of'Cuba,the Venezuelan regime of
Nicol As Maduro, or the Syrian Arab Republic, unless the Contractor provides the County
Page 8 of 12
fif CN
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wilti an,of signed by an authorized representative of the Contractor,under penalty of
pertury, attesting that the Contractor does nial meet any of the crilicill in subparagraphs
(400)ofSection 2',87,138,Florida Statutes,as inny be amended. Beginning January I
201.5, the County must not extend, or rienov any contract that, plaints access 10 on
individual's personal identifying information unless the Contractor provides Its County
wills an allidavit signed by an authorized representative of the Contraclor,kinder penalty(if
perjury, attesting; that the Contractor does not meet any of the criteria in subparagraphis
('2Xa (c) of Section 287.138, Florida Statutes, as may, be a,arinersdcd, Violations of this
Section mrill result in terinikkation of this Agreement and may result in, adminktrative
sanctions and penalties by the Office of the Attorney General orthic state or Florida.
Tar I.Solufions LLC is not ow eim owned by the govment of a Foreign Coluntry of Coricern,'
st
is not orpnized and the laws, of nor has its Principal Place of Business in as Foreign,
Country of Concern,, and the government of a Foreign Country of Concern does not have
a Controlling Interest in the entity,
Under penallim,of Perjury, I declare that I have read the, foregoing statement and that the
facts stated in it are true.
Printed Name-, ba,+ Fzi
j
T VP
i
C
Si nature: Date:
...............
25) Noncoercive Conduct for,Labor or Services.As a nongovernmental entity submitting as
proposal, executing, renewing. or extending a contraci with a government entity,
Contractor is required to proivide an affidavit under penalty of pedury attesting that
Contractor does not use coercion for labor or services in accordlanice with Section 787.,06,
F'forida Statutes.As an authorized representative of Contractor, I certify under penalties or
perjury that Contractor does not use coercion for labor or services as prohibited by Section
787.06.Additionally.Contritcfor has reviewed Section 787.0,6,Florida Statutes,and agrees
to abide by same.
26) Ion dliscrim Ina,tiork.The Contractor and County agree that there will be no discrimination
against only person,and ill is expressly understood that upon a determination by a court or
competent jurisdiction that discrimination has occurred, this Agreement automatically
tertninates,without any further action on the part ofany pmy,effective flic(laic orthe,court
order. Contractor agrees to comply with alll Federal and Florida statutes, and all local
ordinances, as applicable, relating to nondiscrimination,These include but are not limited
ici 1)Title'` II of the Cilvil Rights Act of 1964(PL 88-352)which prsl discrintmation
in employment on like basis of race, coil,or, religiion, sex or nanional origin; 2)Title IX of
she Education Amendment of 1972,as amended(20 LJSC'ss. 168 1-1693.and 1685-168,6),,
which prohibits discrimination on the basis of sex;3)Section 5014 of the Rehabilitation Act
of 11973, as arnended (20, USC s, 794), which prohibits discrisinination on: thill: basis of
disability; 4),The Age Discrimination Act or 1975,as amended (42 'USC ss. 61011-6107)
which prohibits discrimination on the basis of age; 5) 11he Drug Abuse Office and,
Treatment A,ct of 1972(111,92-255)1ry as amer-sided,relating to nand iscrimi mm ion on the Nisis
of drug abluse; 16) The Comprehensive Alcohol Abuse and Alcoholism prevention,
treatment and Rehabilitation Act of ON (Pit, 91-616), as amended, Malang, jil
nondiscriminifion on the basis of alcohol abuse or atcoholism-, 7) The public flealth
Service Acs of 1912, sis. 523 and 527 (42 USIC ss, 690dd-3 and 2190er,-3), as ansendeda
Pap 9 of 12
oiiaAi
relating to, confidentiality of alcohol and drug abmuse patient records; 8) Title "III of the
Civil Rights Act of 1968 (42 LJ'SC s. 3601 el sq), as amended, relating to
nondiscrimination in tile sale, rental or financing of housing; 9) The Americans with
Diisabili�ties Act of 1990 (42 US C s. 12101 Note)i, as rnay be arty ended from tirne to lime,
relating to nondiscrimination on,the basis of disability; 10) Monroe County Code Chapter
14, Artiicle 11, which prohibits discriininationi on tile basis of race, color, sex, religion,
national origin, ancestry, sexual orientation, gender identity or expression, familial status
or age; I I)'11 ie pregnant Workers Fairness Act(PW FA) pursuant to 42 U,S,C, 20OOgg et
seq.;and 12)Any other nondiscrimination provisions in any Federal or state statutes which
may apply to the parties to, or the subject matter of,this Agreement.
27), E-Verify Requirements, Fffeetive January 1, 2021, public and private employers,,
contractors arid subcontractors must require registration with, and use of the E-verify
system in order to verify the work authorization status of all newly hired employees.
Contractor acknowledges arid agrees to utilize the U.S. Department of Homeland
Security's E-Verify Systeni to verify the employment eligibility of:
a) All persons employed bY Contractor to perforin empiloyrnein duties within Florida
during(lie terns of the contract; arid
b): Alll persons (including SLibvetidors,/skibcotis,tittai'i,ts/,.;Libcotitr�,ictors) assigned by
Contractor to perfonn work pursuant to the contract with the County, The
Contractor acknowledges and agrees that use of the U,S.DepatIrnerlt of Homeland
Security's E-Verify System during the term of the contract is a condition of the
contract with,the(."ounty.
By entering into this Agreement, the Contractor becomes obligated to comply with, time
provisions of section 448,,0195, Florida Statutes, "Employment Eligibility,"' as amended
from time to time. This includes,but is not litniled to,utilization of tile E-Verify Systent to
verify the work authorization status of all newly hired employees, arid requiring all
subcontractors to provide an affidavit to Contractor,attesting that the subcontractor does
not cinploy,contract with,or subcontract with, an unauthorized alien, Contractor agrees to
maintain a copy of'such affidavit for the duration of this Agreeinent. Failure to comply
with this paragraph will result in the termination of this Agreement as provided in Section
44&095, Florida Statutes, as airlended, and Contractor may not be awarded a public
contract fbr at least one (I)year after tile date on which the Agreement was, terminated.
Contractor will also be liable for any additional costs to County incurred is a result of the
(ennination: of this Agreement in accordance with this Section,. Upon executing this
Agreerrient,Contractor will provide proof of enrolltrient in, E'-veril; to the County.
28) Prohibited Teteconnnunicutions Equipment. Contractor represents and cerlifies, that it
and its applicable subcontractors do not and will not use any equipment, systeni, or service
that uses covered telecommunications equipment or services as a substantial or essential
component Of any system,or as critical technology as part of any system,as such terins are
used in 48,CFR§§ 52.204-14 through 52.204-26. By executing thiis Agreement,Contractor
represents and certifies that Contractor and its appi icablie subcontractors must not provide
or use such covered telecommunications equipment, system, or,services tbr any scope of
work performed for the County for the entire duration of this Agreement. If Contractor is
notified of any use or provisions of'such covered telecommunications equipment,system,
or services by a subcontractor at any tier or by any other source,Contractor must promptly
report the information in 40 CFR§ 52,204-25(d)(2)to :ounity.
29:) Antitrust Violafions; Denial or Revocation, under Section 2,87,137, Florida Statutes.
Pursuant to Section 287.137, Florida Statutes, as may be amended,a person or an affiliate
who has been placed on the antitrust v olator vendor Mist (electronically published and
Page t 0 of 12
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updated quiarterly by the State of Floridla)1`611owing a conviction or being held civilly liable
for an antitinitm violation may not submit a bidl, propostill, or reply for any new contract to
Provide any goods of services to;a public cintity;may not sill a bid, profx)sal,or reply
li f'or a new contract with a public catii Ibr(lie construction or repair of a public building or
public %Aork:rnay not subritil a bid, (proposal, or reply,oni n,c%v leases or real proNrty to,a
ry public entity,may not be a%%arded or perforn't work ws a conin-aclor,,supplier,subicorfliractor,
or constiltaiii-it under a new contract withi a public enti�ty�,and may not transact new business
with a public entity'. By entering this Agreement. Contractor certifies neither it nor its
affiliate(s)are on the antitrust violator vendor list at the time of entering this Agreennient.
False ceirnfication,tinder this paragraph or,being subsequently added to that list will restill
in terniination of this Agreement, at the option of the County consistent with Section
287'.13 7� Florida Stat utcs.as arriended.
30) -Severability; NViriver of Provisions. Any provision hii this Agreement,that is prohibited
or unenforceable in any jurisdiction will,as to that jurisdiction, be ineffective to The extent
of such prohibition or unienforceabilily withoul invalidating the rentaining provisions
hereof or affecting the vailidily or enforceability of such provisions in,any other jurisdiction.
The non-enforcement of any provision by cither party will not constitute a waiver of lhait
provision nor will it affect the enforceability of that provision or of the remainder of this
Agreetrient,
31) S'ignaitoir), Aulborlity; Counterpairft mind Multiple Originals. Upon request, the
Contractor must provide the County with copies of requisite documentation evidencing
that the signatory for Contractor Ihaas the authority to enter into this AgmTril This
Agreement may be executed in multiple originals, and may be executed in coUnterparts,
each of which is hereby deemed to be an original, but all of which, taken together,
constitutes one and the sarne agreement,
IN WITNESS WHEREOF, County, signing through its County Administrator, and
Contractor,through its authorized representative, hate executed this Agreement as of the last diate
of signing
CONTRACTOR.- TARGEI'SOLivit-IONS, LLC
By:
S1 ATF 01:
C01UN'l Y OF
I lie lbregoing instrument was sworn to affirnted and ackniowllledgecl Wbre uric
by means oF D physical presence or El onfinic notarization,this .........day of
by ............................................................. ..............� President for Authoil Si nor of __ a
Corpi)ration or LLC. lle/She is personally known to mle/of has; prodtl
................ (type ofidentificalion)as idenfification,
ignatum-ol'Not ary llubfiw
'glee Attached Certificate
01rinit&I pinup- Notary Puhficl
n ry public or other officer completing this
oeirtif c to verities only the ildentity of the individual
who signed the document to which this certificate
lie attached, and not the truthfulness, accuracy,, or,
vel�� city of that document .d
State of Celaiforni
County of San IDjego
Subscribed and sworn to (or affirmed) before me on this tst
day of December , 20 2 by Mlairk Fuinq
s
proved to me on the basis of satisfactory evidence to be the
persons)who epipeored before me.
i
.rtl�l�"
Wp+WY PUNK w CAI I(tw old
SAM of"*Cr^
tx$ %Od 14,201111
(Seel) Signature
P
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ADDENDUM NO. I
TO TARGETSOLUTIONS LEARNING, LLC AGREEMENT
(IS'I' RENEW'AL TERM)
BOARD OF COUNTY COMMISSiONERS OF MONROE COUNTY,FLORIDA:
Christine Hurley,County Administrator
Date:
Approved as to legal form &sufficiency:
Ei& M. Le is„Assisiant County Ati rne 11 y
Rige 12 of 42
"COMPOSITE EXHIBIT A!1
... q w
Renewal
TargetSolutions
Date iuonday'„ December ail,
024
w www �urntr �t a o�� � w.w.w.w. Ac � h ,�ro,�ro,� � �. iirin ire .....� wwwaw a ai tarp Uat .��mm��
i ,atatttiity Product Description Unit Price Total
tl ii a-ctaar Evaluna�t'iions+ Vector Evarauatiaans+ranr�reia and mobile l
; �" �. _..__... ....i k,.,., ririgeme c ........ .................'Vector i� a Ta�r�etat�aatians�diitiat�n rmu°aairanier "r'rainin�traarrau�ement rr pui�Nli+r entities and� .t;�ty ttn„Ud7". �k
1
iw4eminershi rwafes nanals ,,,
wrectaar Evaiaaaticsrrs ds
Grand Total, $201,9179,00,
As a convenience to our customers, we are changing, our billing policy effective December 1st, 2019 to
send out bills 30, days in advance of your renewal.,
This does not change the billing, due date or the payment terms of your agreement.,
Upon expiration of the Initial or any Renewal Term of your Client Agreement, access to the Services may remain"Uve for thirty(301 days
solely for purpose ofCompany's record keepiny(the "Expiration Period"'), Unless otherwise Provided in your Client Agreement,any access
to or usaSe of the Services following the Fxpiration Period shall be deemed Client's renewat'of the A ree lent gander the some terms and
conditions.
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4
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Quote ID
*4106f Vectlor'Sokidons 0-2'923 tin
8
If Contact Name
Like Lutz
Tsar getSolutions Leamitng, LLC Agrelem Int.
Schediul�e A
Dat& Friday, December 15, 2023
Client Information
Client Nalme: Moinroe County Fire Rescue (FL)
Addiress:
4,910 63�rd Street Ocean
1 Marathon, FL 33,050
Primary Contact N�ame, ri ry Contact
ZuIty Herneyer Phone.- (3051) 28�9-6�020
P ma
Ireememit ,uwww ....................................................................................................................................
Effective Date: 01/0112024 initial Term: 12 months
se fill in,missi Invoiciin Contact Information
Willing Contact Narne, MCFR AP
Billing Address: Billing Phone:
4910163rd Street Ocean
Marathon, Florida 330510 Billin,g Emad:
mcfr-ap@tiii,onro oluinty-fil.qov
PO#: IBillling Frequency: Payment Terms:
Annual Net 30
Annual Fee s
............................................................ ................
Product Minimum
Code I P=roduct Description Annual Plrice Sub Total
Commitment
Vector Evaluatil is+ for
T'SEVAL Vector Evaluations+ we
and mobiille 181 $24,001 $4,344 010
Vector LMS, T4nlng management
TSPREMIIIER Tar gietSollutions Ediibon for pulNic entities and 2,12 $72010 $115,264 00
Prprn0er M r"n ,r t 1 Lot' t U rti p
I Star4ards Class User's
TSEVAL Vector Evaluations+ , 31 $121, 00 $1�2.00
................................................i........... .....................................................................................................I...................................................................................................................
Annuall Toita1 $19,980,010
Grind Totak $19,980.0o
Pap 11
Pub6c Sector SsaS Rev U(Issued:02',02 2012�
Please note this is not on,invoke Aug invoice will be sent within fourteen(14) bmsinesS di
Additional Terms and Conditions.
The following are in addition to the Client AcLreement General Terms and Conditions,
1, Additional Named Users added after the Effective Dale will be invoiced at the full per Named User fee. Such
aciddlonal Named Users shall become part of the Minimum Annual Commltrnent for subsequent years,on the
anniversary date of each contract year or upon, renewalls under the Agreement.
2, You agree to pay for the niiumber of Named Users using or licensed to access the Services lin a given contract
year. Subject to the IMinlimuarnl Annual Commkirrient, Changes in Named User counts will be reflected in the
annual contract amount from that period forward folir all Users.
I Subject to the above Minimum Aninual 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 gWen contract year wilt 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 al l Users,
6. All undisputed invoices are due and payabW Net 30 days after invoice date("Due Diate") Any fees unpaid for
rinore than 110i days past the Due Date shaIll bear interest at 1,5% pier mionth 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 (31), additional one-year pedods,for a total of not more that 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:,
48910 At Kennedy Blvd., Suite 3001 49016,3rd Street Ocean
Tampa, FL 33609 Marathon, FL 330,50
Page 2
Publilic:Sertaf as Rev, U(ISSLied 02 02,2022,)
W
C)
T-
VECTOR SOLUTIONS PUBLIC SECTOR SOF7WA,RE AS A SERVICE AGREEMENT
(Thus "Vector Solutions Software as a Service Agreement (the "Agreemil effective as of the date noted In, the attached
Schedule A (the "Effective Date'),, is by and between Tar get'SoWtions Learning, LLC, d1bila Vector Solutions,
("We/Us/Conitractor") a Delaware limited fiablifity company, aind the undersigned customer ('You/Your"), I a "Party" or
*Parties)ands governs the purchase and ongaiing use of the Services described in this Agreernient.
GENERAL TERMS AND CONDITIONS
1, SERVICES.We small provide the following Software as a Service("Serviii
1,1 A&q�sand s We grant You a non-excilusive, non-tra,nsferalbile revocable authorizalton to rernotely access and uisle the,
.software as a service offering identified in:Schedule A(the"Seriviciesi'),and, Unless pirohibited by Ilavw,We will provide access to
any persons You desiginate fair use as described in,these terms and conditions, For clarification, We authorize access and use
on a"one user per one authonzation basis" and once granted, You aire not allowed to transfer authorizations to other users
Your ability to use the, Services, rimy be affected by i7ilininnil system requirements or other factors, such as Your Initil
COnneChOrIr
1Z&yg#AWM,Vilill use commercially reasonable efforts to provide access to and use of the Services twenty-four(24)hours,
a day, seven (7) days a week, slubject to scheduled downtime for routil maintenance, eirneirgency maintenance, system
outages,,,and other outages beyond our control.
1,1 J4012-li We will asslst Yalu as needed oin issues relating to usage via e-mall,and a toli-free Help Desk five(5)days per
reel at scheduted hours, currently 8=am to 5:00, pm Eastern Time, MDriday-Firiday or
nml�4ul 1"=0all r W"SQ90
1A, We reserve the right, in our discretion, to, make updates or upgrades to, the Services that are
necessary or useful to, (a) rnaintaini of, enhance (i) the iahty or delivery of the, Services, (iii), the competitive strength ofoir
market for the Servilces;oir(H�I)the Services'cost lefhcioncy w perforrnance or(b),to c4mpilly with appilicable law, For no additional
charge, You will receive access to any geinerat upgrades and updates to the SeNices which We make geneill available to our
other CUSIDmers,All Updates ands upgrades to the Services are subject to these terms and conditions,
1 5 64gliional F)qrvicM, From time to time, the Pairties rnsy decide in,lhelir discretion to add additional Services, subject to the
Parties'execution,of one or more change forms whiich shaIll be substantiatly in the form of the SchedulieA aind shall incorporate
these terms and conditions by,refeirence, Each individual Schedule A shalil have its own service term.
Z YOUR RESPONSIBILITIES AND USE RESTRICTIONS.
21. You shall be responsible for all Users'cornpliance wiliti this Agreement and shall use commercially reasonable
effil to prevent unauthorized access, to or use of the Service%s You shalil cx)imply with all applicable laws, standards, and
regulations,and willl not use the Services ini a manner not specified or permitted by Us,
2 2
access and use the Services Yalu are purchasing during each,contract year("Term')of the, greemert,
2,21, You will be responslible for the foill (a)cause each of Your Named Users to complete a unique profile If not cre�,iiod
by Vector SolutIons on their behalf' and (h)timely marritain a user database by adding a unique profile for each new Named
User ll to ficensing and data retention requirements, Named Users may not be removed from our system unless required bly
law, You will be responsible for Ideinflfying INalrrned Users,from time to timie duriN the Term of this Agreement through available
system capabilities,
2 3, EMWLe L a fMa2 _qaritL, You agree that Your purchases are not contingent on Our delivery of any future functionality or
features You are not rellyring on any comments regarding future functionality or leatures.
31. FEES AND PAYMENTS.
311, Fees and Pgynierl You will pay for the Sermes in accordance with the payrnent terns, frequency, and fee schedule in
Schedule A attached to this Agreernent Aill fees ccAllected by Us uncier this Agreement arie futly earned w1hen due and
nonrefundable when paid, except it You terminate this Agreement for cause as described in Section 6 2
3 ue Date, Allf fees due under this Agreement must be paid in United States Dollars or Ca irladion Dollars or as specified in
Schedule A asl apiplicaUle to Your location,We will invoice Yalu in advance and all unidilsiouled inv(lilces are due and payable on
the due date,specified in Schedule A, Payrnent will The maide according to the Florida Local Government Prompt Payment Act,
Sections 2118,70-218,801, Florida Statutes. Contractor shalif submit to the County an invoice with supportiling documentation In a
form acceptable to the Clerk Invoices may be submitted upon c(wipletilon of tillie services. Accelptability of" Invoice to the
Clock is based on generally accepted accounting prIncipiles and such lavirs, rules and regulations as rnay ,govern the Clarks
disbursal of funds,Invoices shaill be sent to tie County Fire Rescue who vil review the docurnents and route them to,appropil
County Staff for approval, Upon receiving all required approvals,the invil will be forwarded to the, Courty Clerk's office for
Pal 3
Full Sector Sl aaS Rev, U(Issued 012,02,2022)
payment.
3 3. SUUQTISiDQ-9.f.59ELIQ,�- if You do not make an undisputed payment on trme,,We may suspend'Your or Your Named Users'
access to the Services without further notice untill all overdue payments, are plaid in, full. Our suspension of Your use of the
Services or termination of the Agreement for Your violation,of thie teirms of this Agreement vill not change Your obligation to pay
any and all:payments,due for the applicable Term.
3 31 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)VIM reeve a judicial or other govelininnentall demand or order, subpoena, or,law
entoircement request that expressly or by reasonable implication requires Us to do sou or(b)We believe, in good faith and reasonable
discretion, that, (i:)You or any Named User,have failed to comply with any tell of this,Agreement, or access tl or uusedl the Services
beyond the scope of the rights granted,or for a purpose not authorized under this Agreement,air(h)Your use of:the Services causes,
a direct or indirect threat to cur network function nor integrity,or to Our other customers'abillity to access and use the Service%or(iii)
You or any Named User,are or have been involved in ainy fraudulent, misleading, or unlawfull activities relating to or in connection
with any of the Services; or(iv)i this Agreement expires or is terminated. This Section 3.3 doles not limit any of Our other rights or
remedies under this Agreement
3A, Alit fees under this,Agreement exclude all sales, use,value-added taxes,and other taxes ands 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),lees,clutres, 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, Ilf We have a legal c0gation to pay or coll1lect
taxes for which You are responsible under the Agreement,then then We will invoice, and You will pay"I appropriate amount
unless You claim tax exempt status for amounts due under this Agreement and provide Us With a valid tax exempbon certificate
(auithorized by the applicable governmental authi promptly upon execution at 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 playable as may be necessary to ensure that We shall receive an amount equall to the fee We
Would have ril had nio such deduction or withholding been made,
4, INTELLECTUAL PIROPERTYRIGHTS.
4.1, We alone(arid our ficensors,where applicable) shall own all rights, title,and interest in and to out software, wl and
technology,the course coinitent of ainy), and the Services M provide,including all doicurnientation assail with the Services
iif You provide any suggestions, ideas, enhancement requests,, feedback, recommendations, or other information provided by
You(collectively"Feedback"),We imay use such Feedback to improve the Services without charge,royalties,,or other obligation
to Yore, and Our use of Your Feedback doles not give You any property rights,to the Services.
The Vector Soltdions name and toga are trademarks of Vector Solutlons, and no right or license iis granted to You to use them
You shall own alit rights, tile, and interest in and to Your added software, Your content, and information collected from Your
content pages ('Your Wall") You shall have no rights in or to, any other data collected that is, not affiliated with Yoiu- Your
content,email addresses,and personal infamiation of Your Nairineld Users or Your EHS All Employees You entered into the
database, or any of Your custonlers, or users is Your sole property, We will not, at any time, redistribute, share, air soll any of
Your email addresses,email server domain names customer names,or personal informal lon Course content that You purchase
from third-party course providers and access through our Lille will require the sharing of ceirtarni user information with Us in
order for Us to property track and report usage
4,2, You recognize that We regard the software We have devellopled to delliver the Services as our proprietary information and
as confidential trade secrets of great vallue You agree not to provide or to,otherwise imaike available sin any form the software or
Services,or any portion thereof,to any person other than Your Named Users without our,piriior written consent,You further agill
to treat the Services with at least the sairnile 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 cotillidentraility of the Services,
4,21 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 thie course content into other products, (d)use any of our trademarks,service marks,domain naimes�, logos, or li
identifiers or any of our third party suppliers, (e)reverse engmeer, 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)alteir or tamper with the Services,
andlor associated documentation iin any way, (in) attempt to defeat any, security measures that We nray, take to protect tile
confidentiality and proprietary nature of the Serviii i remove,obsioure, conceal,or alter any marklng or notice of proprietary
rights that may appear on or in the Services and/or associated documentation, or 0)except as permitted by this Agreement,
knowingly allow any individual or entity under Your control to access Services without authorization tinder this Agreement for
siuch access
43 We acknowledge that You alone shall own all rights,tile,and interest in and to Youir name,trademarks,or logos, aind 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 wriften, It You
do not consent to Our use of Your name or tol You may withdraw Your consent at any time by notifying Us at
S. TEIRM,TERMINATIIO,INI,ANDNOTICE.
is 4
Public Sector SaaS Rev U(Issued 02,02,2022)
IN
T_
Iq
51 Tenn, The term of this Agreement will start on the Effective Date, and will remain in full force and effect for the initial term
(11he'linifialiTerm')indicated in Schiedill Upon expiration or early termination of thilmentby either Party as described
below in Section 5,2 (fermination for Caiuse)or for any reason, You shall immedliately discontinue all use of the Services and
documentation,and You acknowledge that Wis wilt terminate Your ability to access the Services. Notwithstanding,access to the
Services may remain active for Il (30) days solely for purpose of our record keeping (the "Expiration Period"), if You
continue to alocess or use the Services following the Expiration Period, then Your continued use will renew the Agmernent under
the sarne terms and conditions, subject to any annual'price adjustments. Upon expirafition of the initial term, and at least sixty,
1(60)days advance notice,this Agreement may be Irenewswed for three(3)additional one-year periods fora total of niot more than
four(4)years, The parties shail execute ain adderidurn each year which shall be in,writing and signed by both parties in order,
to renew this Agreement,
5,2 JQanLnj lie fl_'tor Cau Eithe r Party may terminate this Agn.!�Pment, effective uplon written notice to the other Party (the M,
'IDefaulffing Party"),, if the Delaullmg Party materially breaches this Agreement, and that breach is rincapabie off cure, orwhil
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 or the breach.It You ternlinate this Agmement due to Our material breach,then VW will return ain amount
equal to the pro-rated fees already Paid for the balance of the term as of the data of terrnination as Your only rernady,
5,2 Norraj&!�2rwriation.jhe Parties acfmovvIedge that You are a governmental entity whose funds are r>ujl)jftl to appropriation by its
Ill body, Therefore, if at any Irma during the initial terni or subsequenit terni, of this Agreerrmnit, Your fiscal badly should fail to
appropriate sufficient funds to continue this Agreement, it will become null and void, You shaill not be obligated to perform unless and
untd suffident funds are appropriated', You agree to sleek funding for the continuation of the Agreement during each budget cycle during
the initW lerm or subsequent Ierrn of this Agreement,Yolu agree to inform Us in writing of any suich non-aVoication of funds at the earliest
possible date arid sil pay for all services provided prior to exhaustion of the appropriated funds
5 4 NgjLc& All,required notices by either Party shall The given by emaill, personal delivery(including reputable col uder servlicA),
fees prepaid, or by sending the notice by registered or certified mail return rec6pt requested, Postage pirepaid, and addressed
as set forth in Schedule A.Such notices s1harl be deemed to have been given and delivered upon receipt or attempted dl
(it receipt m refusel as the case may be, andl tare date of receipt identified by the applilicable postall service on any return receipt
card shall be conclusive evidence,of receipt, Nolices and other communications sent by e-rnail shall be deemed received upon
the sender's receipt of an acknowledgment from the redpOnt(such as by,the"return receipt requested"function,as available,
retuirn le-mall or other whitten acknowledgment), Either Party, lby writtlen, notice to the other as,described above, may after its
address for written notices,
6. MUTUAL WARRANTIES ANDDDISCLAIMER.
6 1. Mutual Reoresentations 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 coirporatilon or other entity unil the Laws of the jurkliction of its
incorporation or other organil(b) ilt has the full right,power,and authority to enter into and perforn its obligations and grant
the rights,licenses,consents,and authorizatOns it grants of is rectuved to grant under this,Agreement(c) tie acceptance of this
Agreemient has been duty authorized by all necessary corporate or origanizatlional action; and(d)when executed aind delivered
by bloth Parties,this Agireeirnentwill constitute the legal,valid,and binding obligation of each Party,,enforceable against each Party
in accordance with lts terms-
6. �i L, EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTlES OF ANY
KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCA,UDING ANY WARRANTIES OF
MERCHANTABILITY OR FITNESS IPLDR A PART11CULAR! PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, WE DO NO rWAIRRANT THAT THE USE OF THE SERVICES MLL BE UNINTERRUPTED OR ERROR
FREE. THE, SERVICES AND ASSOCIATED DOCUMENTATION ARE PIROVIULD "AS IS,'AND WE PROVIDE INo OTHER
EXPRESS, IMPLIED, STATOTORY, OR OTHER WARRANTIES REGARDING THE SERVICES OR ASSOCIArED
DOCUMENTATION,
6 3. Pj§_UIimSr_pf Thiro-Parly&gnitl If You upload third-party content to, our platform or Services, , the third- pairty content
providers are responsible for ensunng their conlent is accurate and compliant will national and international laws We are!not
and shall not The held responsible or Illable for any thiid-party contenit Yolu provide or Your use of that third-party content. THERE
lSl 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 LIAR BILITY.EXCEPTFOR!CLAIMS RELATED TO VIOLATION OF INTELLECTUAL PROPERTY RIGHTS,
GROSS NEGLIGENCE,FRAUD,,O,IR WILFIULL MISCONDUCT, IlA) IN NO EVENTSHALL EITHER PARTY BE LIABILE TO
THE OTHER PARTY,ANY AFFILIIATIE,THIRD-1PARTY,OR YOUR USERS,WHETHEIR IN CONTRACT,WARRANTY, TORT
(IINCLUDING NEGLIGENCE)OR OTHERWISE,FOR SPECIAL,INCIDENTAL,,INDIRECT OR CONSEQUENTIAL DAMAGES
Page,5
IPublic Sedor SaaS Rev, L)(Il D2.012,2'022),
41INCLUDING LOST'PROFIITS),,ARISING OIUTOF OR IN CONNECTION MTH THIS AGREEMENT, AND(B)IF YOU HAVE
ANY BASIS FOR RECOVERING DAMAGES(INCLUDING FOR BREACH OF THIS AGREEMIENT),YOU AGREE THAT YOUR
EXCLUSIVE IREMIEDY WILII TO RECOVER DARE CTDAMAGES 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 NCB CIRCUMSTANCES SHALL WE, BE LIABLE TO YOU, ANY AFFILIATE, ANY THIRD PARTY OR YOUR USERS
FOR ANY CLAIM, CAUSE OF ACTION, DEMAND, LIABILITY, DAMAGES, AVVARDS, Fill OR OTHEI ARI
OUT OF OR RELATING TO!PERSONAL INJURY, DEATH, OR OTHER HARMI 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 THIE EXTENT SUCH LAWAPPLIES TO YOU,THE ABOVE LIMITATIONS Al EXCLUSIONS MAY NOT APPLY
TO YOU,
8 OBLIGATIONS OF IBOTHPARTIES,
81,_Q ::r OligationtoYou We shalt 1 nidemnity and holicl You ha irmilless from any and all It claims,damages,losses,and expenses,
including but not limited to reasonable attorney fees, arising out of or resuiltmg fromi aniy third-party claifim that any diocumenit,
course', or intellectual property We provide or upload to our platform infringes or violates ainy intellectual property right of any
person.
8 2.Your _IQ.QIIJI _Us mow the extent not piroNtrited bytipplicaVe law,You shall indemnity and hold Us harmless from ainy andi all clairris,
damages,losses,and expenses,iniciiiii but not limited to reasonable attorney lees,arising oust of or renutting from any third-pally diaim that
any document,courses,or intelliKlual property You I or upload to our platform Infringes of,violates arty Intellectual property,right of any
person,
9 CONFIDENTIALITY,
9 1 Each, Party imay from time to time disclose to the other Party"Colinfidentiall Information"which shall mean and include the
Services (indluding without Imitation all courses accessed through the Services), all documentation associated with the,
Services,software code (indlude,source and object code), marketing plans,, technical information,product dlevelopmient plans,
research,trade secrets,knoi ideas, designs, drawings,specifications, techniques, Programs,systems,and processes,
9.2. Confidential information does riot!includw (a) information generally availabille to or known to the public through no tauilt of
the receiving Party, (bi) information known to the recipient prior to the Effective iDale of the Agreement', (c) information
independently clisZoped by the recipient outside the scope of this Agreement and without the use of or reliance on,the disclosing
Party's Confildentiall hrrforrniaton, or(d) information lawfullilly 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 I that 4 sha,ill take reasonable measures to prevent any unauthorized disclosure by, its
erniployees, agents,, contractors, of consultants, that it shalt 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 cafe to avoid disclosure of Confidential
Information as it uses with respect to its own Confidential Information.
914 The confidential obligations imposed by this Agreement shalt not al to infortnation required to be disclosed by
compulsory judicial or administrative I or by taw or regulation, provided that the receiving Party shallit(if permitted)notify
the disclosing Party of the required disclosure,shall use reasonable measures to, protect the,confidentiality of the Confidentiat
Information disclosed, and shall only disclose ais,much Confidential Information as is required to be clitsdosedl by the judiiciarl oir
administrative process, law, or regulation,
110 MISCELLANEOUIS
10 1.Assmi Neither Palirty may freely assign or transfer any or all of its,flights without the other I consent,ex�cept to,
an affillialle, or in connection with a merger, acquisition,corporate reorganization, or sale of alil or substantially all of its assets,
provided however You shall not assign this Agreement to our direct competitors.
1,02 Governing Law, This Agreement shall)The governed by,and enforced in accordance wiith, the laws of the state of Florida,
except where Clustoinner is a pul entity or institution in which case the applicable state,provinciall, or tribal law where You are
1,ocated shall govern,in eithef case without regard to the state's or local laws conflicts of laws provisions, If You are purchasing
goods tinder 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 iin the Internationall Salle of Goods shall not apply to this
Agreefirrent
110 3, Exelorl Regul,on All Content aind Services and technical data dellivered under this Agreement are subject to applicable
'US and Canadian laws and may be subject to export and import regulations in,oltheir countries. Both Parties agree to comply
stricty with all)such laws and regulations and Y'aiiu knowledge that You acre responsible for obtaining such,licenses,to export,re-
expect, or tirriport as rnay The required after delivery,
10A EpLqt_Ma
jeure In no event wwillll either Party be liable or responsibite to the other Marty or be deemed to have detaultedl
under or breached this Agreeirrient,for any failluire or delay in fulfilling or performing any term,of this Agreement, (except for aniy
Page 6
Public Sector SaaS Rev, U(lissued 02.02.2022)
obligations to make payments) when and to the extent such failure or delay in perfoirmiiivg is due to, of arising out of, any
circurnstances, beyolind such Party's control (a "Forc ajour Event"), rindlu6ng, without firnitabon, acts of God, sl6kes,
lockouts,war, rats lightning, fire, storm, flood, exibiositon, Interruption or cletay in poi supply,computer virus, goverinimentall
laws, regWations, or shutdown,i or regional shortage of aid,". uate pii:)wer ar lWeciornmunicatiors,or other restraints,
10,5 Yq_VyAi_v_,lr No wail amendment or modification of this,Agreement shall be effective uniless in widting and signed by
the Parties.
10,6, §_QygLaDftL if any provision of this Agreement is found to be contrary to law by a,court of competent Jurisdiction, such
provision shaill be of no force or effect,but the remainder of this Agreement s,ha III continue in full force and effect,
103 g1L All provisions, of this Agreement (including without limitatirain those pertaining to confidential information,
intellectual property ownersill and iii,mitations of fialbility) that would reasonably be expected to surmve expirabon or early
terrninatton of this Agreement mill do so-
10A, The Parties do inot intend to canifeir any tight or remedy oin any third party under this
Agreement,
101.q, YOU may issue a purchase order if required by Your company or entity and failiture to do so does not
cancel any obligation You have to Us,It Youi do issue a purchase order, it YAIII be for Your convenience only.You agree that the,
terms and conditions of this Agreement shah 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 giovern the transaction resiulting from
Your purchase order.
10A0. If appillicable, the parties shall negotiate ini good faillh and onter into any further data
processing or transfer agireeimeint, including any standard contractual clauses for transfers of data oulside of the country where
the Personal data originates, as may be required to comply with applicablIe laws, rules and regullatens regarding the Collection,
storage,transfer, use,retention and other processing of personal data
101 A 1, Ea Lira_61r22n in . This Agrearnent and Schiedulle A repire wint the entire understanding and agreemient between the
Parties, and supersedes all other negotiations, proposals, understandings, and representations 4,written or oral)made by and
between You and Us,You acknowiedge and agree that the terms of this Agreement are incorporated in,and are a part of,each
puri order,change order,or Schedule related to our provision of Services This Agreernent prevails over any additional or
conificbing teirims or conditions In any Customer purchase orders, online procurement terms, eir other non-negotiated terms
relating to the See its or this Agreement hereto even if dated later than the effective date of thisAgreeirnern,
0701) Contractor must cornpiV with F forids public records laws, incitudl Ing but
not limited to Chapter 1191, Florida Statutes anid Section 24 of artil I:of thie Conist&IbOn of Florida,The Coluinty and
Contractor shall allow and permit reasonable access to, aind inspection of, all documents, records, papers,letters or other
'piulbIic record'materials in its possession or under its contrail subject to Ihe prowsilons of Chapter 119, Florida Statutes, and
rnark,m or fecerveld by the Counity and Contractor in Conjunction with thils cordiract and relate(JI to contract performance- The
County Olaf have the right to unilaterally cancel this contract upon viorablon of this proviston by the Contractor, Faiture of the
,Conitraiictor to abde by the terms of this,provision shall be deemed a material breach of thilis,conlraic-land the County rMay
einforce the terms,of this provision in the form of a court proceeding and s1haill,as a prevailing party, be entitted to
reirriburserneint of all, attorney's fees ainid costs associated with that proceeding, this provision shall survive any lermilinatiolin or
expiration of the contract. Nothing herein shall be construed to prevent the Contractor from seek in g a protective order from a
court of complatent jurisdiction to,prevent the retease of any records the Contractor considers confidentiall commercial
inforrnation,or trade secret material. Contractor shalil be responsible for all costs incurreld In Ids pursuit'of a proleclive,oariuder.
'rho Contractor is,encouraged to consult with Its AWIMisors about Florida Public. Records t.aw in order to comply with this provision.
Contractor shaV maintain alll books, records, and docurnients dlirocHy pertinent to performance under this Agreement in
accordaini with generally accepted accounting principles cortsisteintly apil Each, party, to this Agreement and their
authorized representatives shall(have reasonable and tirneIy access to such records of each other party to thus Agreernient for
public recoirds,arid auditing purposes during the tenrn of the Agreement and for five (5) years following the termination of this
Agreerront,if an auditor empioyed by the County or,Clark doiterminias that rinoll paid to Contractor pursivainit to,this Agreement
were spent for tcurpases not authorized by this Agreement, the Contractor shall repay thie monies together with interested
calculated purmiant to Section 55 03 the Florida Statutes,running from the,date the maniles were paid to Contractor,
Pursuant to F.S. 11,9.07011, Contractor arid its subcontractors shaill comply wilih, all public records Ilan, of the State of Florida,
Including but not lirnitedl to.
a. Keep and maintain public records iequired by Monroe,County in ordier,to perform I service,,
b Vpon request from the public agency's ojistudian of public records, provide the public agency with ai coipy of the reiquested
records or allow the records to be inspected or copied within a reasonable i at a cost that,doa%not exccmd the cost providwl
in,Florida Statutes,Chapter 119 or as otherwilise provided by law.
c Ensure that public records that are exempt or confidential and exernpit from pubIllic records diisclicsiure requirements are not
disclosed except as aufficinizied by law for the duration of the contract terin anid following completion of the oonlracA if the contractor
does not transfer the records to the pUblie ageneyr
d. upon com pletioni of the contract,transfer,at no,cost,to Monroe County all public records in possession of the contractor or
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Public Sedi or SaaS Rev.I(issued 012,02.2022)
keep and maintain public records required by the public agil to perform the service. It the contractor transfers all public
records,to the public agiency upon completion of the contract,the contractor shialli destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure requirements lit the contractor keeps and maintains,public
records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All
reCiDri:13 stored electronlica Illy must be provided to Monroe County, upon,request,from the Public agency's custodian of records,
in a format that is compatible with the informiation 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 opilion and fight 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 pursuarl a
valid public records request within a reasonable finne may be subject to penalties under,Section 119,10, Florida,Statutes,
Contractor shall not transfer custiody, 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 1,19, FLORIDA,STATUTES, TO
THE COINTIRACTOR'S DUTY TO FIROV0E PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS,ORIIAN BRADLEY,AT(305)292-3470,g(3019,,y,- Monroe
County Adel Office, 11111 121l" St,, Suite 408, Key West FL 33040, The Contractor shall be helid hairmlless frog any actions,
taken in full reliance on the Custodian's instructions.
10 12, AgallillgM Contractor agrees to execute such documents as the County may reasonably require, including, but not
being himited to, a Public Entity Crimiie Statement, aiin Ethics Statement and a, Veinclor Certification Regarding Scrutinized
Companies,
10 13. Right to Audit Avadability of Records, The records of the plarties to this Agreement irelating to the ProjecAry w1hich shall
include but not be lirrifted to accountmg records (haird copy, as well as computer roadobille dad if it can be made availial
subcontract fles(including proposals of successfuill and unsuccessful bidders,bid recaps,bidding instructions,bidders list,etc),,
ongirmall estimates estimating work sheets; correspondence;, 01 mange order files (including documentation covering negotiated
settlements),backchairge logs,and suprpo ngl dlocumeintation;general Ledger entries detailing cash and trade discounts earned,
insurance rebates and dividends; any other supporting evidence deemed necessary by Clounly or the Monroe County Office of
the Clerk of Court and Comptroller(hereinafter referred to as,"'County Cleirk'")to,substantiate charges related)to thus 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 army contract document (all
foregoing hereinafter referred to as"Records")shall be:open to inspection and SUbject,to audit andlor reproduction by County's
representative and/or agents or the County Clerk. Notwithstanding only provision to the conitrary, the Records obtained)under
this section may contain Confidential Information and shall not be,disclosed to any thud parties or m response to a public records
request without first!notitying 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 authanity to conduct
an audit of Records,assets,and activities relating to this Project If any auiditor amplioyed by the Monroe County or,County Clerk
determines,that rnonies,paid to Contractor pursuant to this Agreement were spent for purposes not authorized by thus Agreement
or were wrorl retained Iby the Contractor,the Contractor sh,Mll replay the monies together with interest calculated pursuant
to Section 551 03, F,S,, running form the date the monies were paid to Contractor The right to audit provislons, sluirvives the
termination of expiration of this Agreement,
10,14 E-yeri 09,5, Florida Statutes, the C ontractor and any
— Beginning January 1, 202,1, in accordance with Section 448,
subcontractor shall register with and shall utilize the U,S Department of Homeland Security's E-Vell 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 orproviding services,PUPSUSint to the Contract to likewise utilize the U S Department
of Homeland Secil E-Verify system to verify the work,authorizabon 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 emiplay, contract
with or subcontract with an unauthorized aliieni, The Contractor shall comply with arid be subject to the provisions of Section
448,095,Florida,Statutes.
Subject to the himitation of liability provisions contained in thus Agreement,or the limits
in the Contractor's available types and himits 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
Boardis and Commissions, Officers, ands the Emptoyees, and any other agents, indwidually and collectively ("Indemnitees"),
from,alll tKird-party fines,suits,ctaim�s,demands,all costs,,obilgations,afforney's fees,or liability of any kind all out of
the sole negligent actions all the Contractor or substantial arid 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 foir claims or acts
attributable to the sale negligent act of the Contractor or any of the Colintractor's employees of representatives, Nothing herein
shall be construed to require the Contractor to indemnity any Inclemnitee for any claims (or portion thereof)that is caused by
the errors, acts, omissions,or wrongful acts of the Ilndlemnitee, The Contractor's obligations,under ibis,Section are Contingent
upon the linderrinitee promptly giving written notice of any daim:to the Contractor from which indemnification is sought, setting
forth the amount of the dalim,The Indlemniftee shad lumish to the Indemnifying Party, in reasonable detail,such information,as
it may have with,respect to such cJaim, (including copies of any summoins,, complaint or other pleading which may have been
served on it and any written claiim, dernand, invoice,, billing or other document evidencing or asserting the same). The
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Pubhc Sector SaaS Rev, U(Issued 02,02,2022)
cfl
Contractors accepta rice of the defense of any icnaim under this Section shaIll not be deeirnpd A waiver by the Cuontf actor of any
defenses it may have to the indarninifficatilion requirements contaiine(I herein
10,1 5,
At ail[ Urnes,and for all purposes hereunder, the Contractor is an ind"Indent contractor and not aim employee of the Board of
County Commissioners No statemient,contained rn this agreement shall be Construed so as to find ttie: Contractor or any of
hisitheremployees,contractors,servants or agents to be employees of the Board of County Cornmissiioners for Monroe County,
As an mdependent contractor the Contractor shiall provirde independent, pirofessionM judgment and comply with all fei
state,aind ilocal statutes, oirdiiniances, rules aind regulations applicable to the services to be provikled.
10 M Ngn-Qj1rrfrnjnLtJon, Contractor and County agree that there will be no 6scirtirnination against any person, and it is
expressly understood that upon a determination by a court of Competent lUnis6cbioni that discnirininabon has occurred, i
Agreement autornafically termiinates without any further aCtiDn on the part of any party, effective this date of thie caurt
,order Contractor agrees to comply w4h Wil Fiederal, and Florida statutes, and all loicail ordinances, as applicable, relating to,
nondiscrimiination, These inducle but are not 6mided to: 1),Title V1111 of the Civill Rilghts Act of 1964, (PL 8,8,352) which prohubft,
driscrimiination in employment on the basis of race,color,religioin,sex or nallonal oingfin;2 y Title IllX of the Educallon Amendment
,of 1972, as amended (20 USC ss 1681-1683, and 1685-11386), which prolfillzritrs discrimination on the basis of sex, 3) Section,
5014 of the Rehabilitation Act of 1973, as amended (20 USC 9. 794)1, which pirchibits discrimination on the basis of disabifityi 4)
The Age Discrimination Act of 1976,ass amended(42 USC ss, 6101-6107f which prohibits discnminatiion on the basis of agie; 5)1
The IDrnug Abuse Office and Treatment Act of 1972(PIL 92,255), as amended, relating to nondiscinminialion on the baisis of drug
allouse,6)The Comprehensive Xcohol Abuse and Alculrdisrin Prevenbon,Treatment and Rehabilitation Act of 11970(Pt 91.616),
as amended, relating to rioninabon on the basis ofalcoholl abuse of alcoholism, 7)The Public Health,Service Act of 19,12,
ss 5,23 and 527 (42 MSC ss, 690dd-3 and 290ea-3), as amendedi, reiatringi to confidentiality of ali and drug abuse patient
records 8)Title VIIII of the Civil Rights Act of 1968 (42 USC s, 36DI et seq.), as amended, relating to nondiscrimination in the
sale, rentM or financing of hoiusing, 9)The Ameirlicans.with Disabirlites Act of 11990(42 USC s, 12,101 Ili as may be arniended
frorn Urne to time, fellating to riondracniminiation an the basis of disabilidy, 10) Monroe County Code Chapter 14, Article Ill,which
prohibits discrimination on the basis of raim color, sex, religion, naitional origin,ancestry, sexual orientabon,gender iderri or
expfesrAon, fairnifiail status or age, and 11)Any other nondrscrinflination provisions in any Federall or state staluutes,which may
apiply to,the parties to,or the subject matter of, this Agreernentr
1017 J The Contractor shall obtain Insurance as specified and rnaintain the required insurance at all times that
this Agreement is in effect, I ri thr-event the completion of the pro*t(to rinicilude the work of others)is delayed or suspended as,
a result of the Contractor's faiilure to purchasie or marni the required insurance,the Contractor short indemnify the County frog
any and all:increased expenses result ng:from such delay,
7rhe coverage provided herein shall be provided by an insuirerwilh an A.M. Best rating ofVI or better,that is licensed to,business
in the State of Flonda and that hias ain agent for service lot process within the State of Florida The coverage shall contain all,
endorsement providing snooty(60),days notice to the County pdor to any cancellation of said coverage, Said Coverage shaU be
written by an insurer acceptable to the County and shaill be in,a form acceptable to the County,
,C ontraictor shall)obtain and maintain the following poll imes"
A, Workers' Compensation insuraince as required by the State of Florida,S2uM16enf to respond to Flo6da Statute 440,
M Employers Liabdilty Insurance�wi,th limits of$100,0100 per Accident, $5W,0,00 Diii policy limits, $100,00,0 Disease
each eMPjDYee
C, Compirehensiive Business Autorni and Vehicle Liability Insurance covering darims for quiries to mem blers of the public
and) or damages to property of others, arising, from use of motor vehicles, including oinsite and offske operations, and
owned,hired or nonowned vehicles, with $200,0010 per(person,$300,000,per Occurrence, $ 200,000,Property Damage
or S300,0010 combined single limit,
D, Commerciail GAneral Lralbility Insurance,inch udirri Personal Injury Liability,cowering claims for injuries to members of the
public or damage to property of others arising out of any covered act or ornission of the Contractor or any of its employees,
agents or subcontractors or subcontractors,incijudiiing Promises and/or Operations,Products and ComplIeted Operallons,
Independient Contractors, Broad Form Property Damage,and a Branket Contractual Liability Endorsement w,ill)$300,0010
per Person,$5W,000 per Occurren(v,$20,01,000 Property Darrage or$500,0010 Combined Sing W Linild,
F. An Occurrence Form policy is preferred- If cdoverage is changed to or provided an a Claims Made policy, its provisions
should include coverage for clairns filed an or after the effedive date of this contract In aiddition, tf* period for which
claims may be reported must extend for a minimurn of 48 months following the terfriiiniatrion,or expiration of this contract.
p.
G, County s1halll be named as an additional insured with respect to,Contractor's habifibes hereunder in insurance coverages
identified in Paragraphs C aind Di.
Page 9
Public Sector SaaS Rev, U(Issued Cif.02.21022)
H. Contractor shaill require its subcontractors to be adequately insured at least to the himills prescribed above, aind to any
increased limits of Contractoirif so requiliredby County during the term of this Agreement County will not pay for increased
Irmil's of insurance for subcontractors,
Na Contractor shalt provide to IN County c,dificales of insurance or a copy of all!insurance pollicres including. those naming
the County ais an additional insured The County reserves the night to require a certified copy of such, policies upon
request,
1 If the Contractor parficipates in al self-insurance fund,a,Certificate of Insurance wili be Irequired. in addition,the Contractor
may be required to submit updated finandall statements from the fund upon request from the County,
(rernatnicler of page inter*onally left blank)
SPECIAL TERMS A ND,CONDITIONS
CALIFORNIA CONSUMER PRIVACY ACT
If We will be processing personal information subject to the Callifornia Consumer Privacy,Act,secbons 1798,11100 to 1798.1199"
Call.Civ. Code(2018)as may be arneinded as wvelill as all requilations proorniulgated thereunder from time to time('CCll on
Your behalf in the course of the performance of the Services, then the terms 'Callillomia consumer," "busliness pitjrpiose,""
"service provider,,'i and:"personal inform ation"shall carry the meanings,set forth,in the CCPA,
CCPADisdosures: To, the extent the CCPA applies to our Processing of any personall infortnation 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 Jis ttie intent of the Parties that the sharing or transferring of
personal information of California consumers from,You to Us,dduringl 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 consldeirationl (c)We wrU only use personal information for the specific purposo(,q)of performing
the Seirvlices,incAudiaspy Schedules within the direct business relationship i You.
_yK th
........................
SERVICE SPECIFIC TERMS AND,CONDITIONS
......... .......... .......
irk
Vector ENS Mans 9 e m 9 n It S 9 ry I c a s
A. This Section A contains service specific terms and conditions that will apply only if You are purchasing Vector EHS
filtainagement Services(""EH S Services"")in Schedule A.Otherwise, the following terms will not apply to You,
1, An 'EHS Active Emiployse" iis dlefined as Your employees, consultants,,contractors, and agents who are contained in
the Vector EH S employee and contractor table with an active status. An employee may or may not be a Named User, (For
EHIS Services, You are all) dl a INalmed User for each EHIS Active Employee.
2, You wvrllll Ibe able to activate or disabile erniliployeas without incurring additional EHS Active Employee fees as loing as the
total number of Eft S 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 EIHS 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 contract year,
6, 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 nurnber of EH S Active Employees in a given contract year, Employees inactivated in a given
contract year wiill not count towards the total:number of employees in thie year folllowing such inactivation, unless reactivated
6, You ackinowledge that certain transmissions You receive as part of thie EH Services may contain sensitive personal
information that You have provided,You understand that We do not contr(A or own the data contained jin such transmissions
As,such,You will be responsible for ensuiring that the information is secured and preventing the transmission and/or disclosure
of such information to unauthorized rocipionti(s). In the event such information is disclosed to an unauthorized relcipient(s),
You shah ber been disclosed -J
Page
PultAic Seclor SaaS Rev 0(Nsued 02 02 2022)
.P.
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d
to the exteunt rr quilrbylaw, tau Parties rth r it two handlesoar data Incom ii rr� i�N� n tipfi bl, F rol, at t' ,
or local Wws or regulations. You shall also, be responsibte for any threatening, defamatory, obscene, offensive, or lineal
content or conduct at any of Your Efts active Employees when using,,the Services.To the extent not prohibited by applicable
law, You shall indemnnilfy,defend,and hold Lis ha,rrnlusss against any clak ns that may arise as a result of these matters,"w r'th
respect to Your use of the EHS Services„ You acknowledge that We are not a covered entity or business associate under
loll AX
IM Vector Work8afel Sarvilcos and Vector LivitiSallis Services
This Section,B. contains service specific terl and conditions that will apply If You are licensing or using Vector Wi
Services, L"rveSafe Essentials or Vector LiveSafe Services(collectively 'Live Safe Services") illn Schedule A. Otherwise, the
following t lr"r s Full not apply to You,.
1. A91holJi.zed Users. Authorized Users (interchangeably may be referred to as 'filar ned Users' Imeans Ole employees„
contractors and/or coosultaln,ts uudler'Yonur control who You authorized to operate fine Lil Services,
.)o�gir.&ANnsibififies,You shalll: (i)not perrnlrt any person or entity,other than designated Authorized Users,too access the
Live Safe elrvice%(i)use commercially reasonable efforts to prevent unauthorized access to or use of the Live safe Services,
(rra) provide prompt written, notice of any runauuttl access or use; and (iv) instruct Authorized Users to comply,with all
applicable terms of this Agreement
3,"y Q_ ,You agree that We may olmly use data collected,extracted or received through Your use of the Services('Your
Data")in arms anornylrni ed and aggregated manner (without specifically identifying you,Your users or Your to tion(s))for the
stole purpose of reportlnp LlveSafe Services metrics,trallmintU and education,about the Lllve Safe Services„and improving chile
Live Safe 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 inforruatton collected„ extracted, iDr received in response to thew^ork afe Integrated Health Survey..
Wthin thirty( 0)busurness days following Your vwriftelm request,and not Imruore than fouiir(4)firnes per year or upon termination
of this Agreement,'We will provide to You a backup copy of Your Data Ilrn,Cur Iposse.ssion.
e Voictoir Evaluationi Services.
This Section Ue contalns service specific terms a,nd c ini lions that will apply only if You are purchasing Vector Eval la iions
Software as a Service In Schedule A Otherwise,the following terms will not apply to You,
1. Access and L15g, We will provide Youi a rnolnexcluusive, non-trans cable, revo blo authorization to remotely access .and
use the Vector Evaluations+Software as,a Service: (l),on Our application server over the Internet,(i'ri)tralnslmmit:data related to
Your use of the Service over the Internet almd(r,ii)download and use the Evals u.mobile device alpnphcation sore(reforred
to cottectivetyr as"Ipwra,lsu° Services"),We will provide mounts for Your users,on the application,server for storage of data and
uuse of the Service. The number of Named IUsers, stall of service and,duration,a,ro as stated in Schedule A.
1 if Your active user accounts exceed the number of Maimed users during the teruro of this Agreernemnt„You augrewo to pay for
the addrtnonal Users,based on the per User tees in ScheduWA Adjusted fees w illll apply begnnlnn,ng on the rnonith the number
of Maimed, Users are exceeded and will be prorated for the remainder of the current 12-month pemod, You agree to pay for
the number of Users using or authorized to access the Services rin a given contract year,.
d , You will be the owner of all rrzntent created and posted by You, You wwrrlll also be the owner of all content
created and posted'by Us on Your behalf Including but not limited to evaluation tons added to the system as part of support
services,We provide
,T Ir nqy lea n qnJ You are responsible for proper licensing of,and assuming liability for, copyrighted material which Yalu
post on Our syste,rn,,or is posh oln 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 Mird-party content to Our platforrmi, such third-party
content providers.are Irespolmsilble f'or ensuing their cloontelmt is accurate and compliant with national and iinte�.rmlaboniall laws.
ff-. t f u mnim i �I . You will have tN,rty'( 0)days after the effective date of termination or exprrafilon of this Agreement
to export Your data using the software tools provided,or to request Your data,froum,Us, Form data will be available as exported
comma separated variable(CS files and as POIF files Uploaded data files will be available in,their original format,after the
that (30)day period,We have no obligation to irnaintain or provide data and may thereafter delete or destroy all copies of the
Your data unless legally prohibited,
tf Voter hepl"f� ,.
Customer Obligations.Whein purchasing Vector ChecklTT",You will identify stations„vehicles,drug safes„ and other seMce
specific details,as may be applicable.
Page 8
PutAic,SPttor SaaS ltev,U(lsSu d 02.02,2022),
..........................................................—1............................................ .............-.-------
It You choose to participate by uPloadling Your Information to the shared resource sections of out websile. You hereby
au rues Us,to share any Intellectual property you own,('User Generated Content")that Your Users upicad to the shared
resources ction of our website%ft our third-party customersand users that are unrelated to you(*Our Other Customan'");
provided that,We must provide notice to Your users duiring the upload Iprocess that such User Caen ed Content will be
shared wtth Our Other,Customers.
F.9-q9aqjA art 0L
When purchasing Casino Services,In addition to the ResponsitAllfies and Reslidellons In Seeflon,2 of the General,Terms,arKJ
Conditions atovethe following shall appty to You:
You must request Our written approval for third party access to the Services,or content.,Your requovl for third-party access
shall Include the third) paidys names. company,, and oontect Information. Upon Our request, You shall execute a written
agreement with the third party,, sacutingi for Us the rights provided In this Section, Section 4(Intellectual Prop"Rights),
and Special Section I (Confidientiallity)prior to prWdlng access to Our Software,SerAces,or Conten't under this Agreement.
UlIp Restrictions. You shall not° (a)transmit or share the course oonilonl,With any persons,other then authorized users(lb)
provide or otherwise make!available the course conlant in,whole or In part,In any form:to any,person without Our prior written
consent, (c) transmit or share Idenfificallon 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)i permit access to the software through a single ident Mcation or password code being made available
LN_MulflAe users on,a network.
.................................................................................................
The Parties have executed this Agreement by their aulhortzed representatives as ial the last dale sat forth below
"target volutions, LLC dilb/a Vector Solutions Monirice County Board of County Commission
4agO W.(Kennedy Blvd., Suite 300 1100,Simonton Street
Tampa, FL 33609, Key West,FL 33040
By:
Printed Name: Kevin Wilson
Printed Name: I'll,A4 tr J
Inlerim County,Administrator
Date:
I April 17, 2024
............ Date,
Appf c�vtd as tro form and lega.1,ydfi6ewy
.Momoe Ci ego z,Awnmey's(Ake
(; shw Cory,Assiomt County ACC
Page 9
fluibk:Sector Saa:S rev U(ImsuM 02.02,21022)
VECTSOL-01 ------D&S'TANLrL'
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CERTIFICATE 01FLIABILITY INSURANCE
..........--l'................... ..............................--..............................................
THIS CERInFI!CA,rE $5 ISSUED AS A IM ATM TEIR OF IINFORMA'nION OOILY"AND CONIFERS NO RIGHTS'U'PON THE CWTIMA UT'E HOLIDERTHIS
CERTMICATE DOES NOT AFFIRMAnVELY OR NEGAMELY AMENDo EXTEND OR LTIER THE CIOVERAGE AFFORDED BY TH IRO MIMES
iia.ow, 'Irm. CEWrMCATE OF INSURANCE 0101E.S NOT CONS'nITUTE A CONTRACT BETWEEN 'rHE$SSUI: III NSUIR FIR(S)I,AUT'HORIIZEDi
REPRESENTATIVE OR PIRODUCER1,AND THE CERTIMATE HOLDER.
--------------------------.................... ..
IMPORTANT- If the carfliftale hio�lider Is art ADDITIONAL INSURED,duo poillIcy(lies)nmust have ADDITIONAL$INSURED pirovtslons� r be endorsed.
If SUBROGATION IS WAIVED, subject 'to, the larms and conditions of%fte policyt conalin polIcIes may r quire an any diffsemend. A statiornient on
Us carlifflIclate does inak I In —1
PRO00C.EIR Sarah llaildemars
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11041 Old Gassaft Road ................................................9�.M:.................................Slenwyrs,PA 11913�12 ------------------
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4890 W, Kennedy Mvd,,SuRe 300 �3,5289
Tamipa,FL 3,3609
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VVERAGE3.................................... ........CERTwMATENUIMBEW REVISION MJMBEW
TkilS IS TO CIERWY THAT ME POLICIES OF INSURANCE LISTED BELCANKAVE UEEiN ISSUIEDTO THE INSIUREID NANEDABOVE FUt TIM POLCY PE"RIOD
INIMCAME), NOTWITHS FAND NG I ANY REQUIREMENT, TERM OR CON UTION CF AIRY CONTRACT OR OTHER DOCU MEN IVATHI RESPECT TO WHICHI pill,
CERTMICATE MAY iH,E ISSIULID (.,)R MAY PLRTAIN, Mr,,,' MSURANCE AFFORDED SY THE POUCCES OrSCRIBED HEREIIN 6 SUB3ECT10AULTHE TERMS.
EXCLUSIONS AND CONDITIONS OF SlU0j POIJOES UMTS SHOWN MAY HA%+.,BEEN E 11P QUIUM
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Aulomaftaidd'ftnaIl finsured and waliver of subroga tidy cni apphes ki favor of Monroe Fount Bo y ard�of County Commission if mqiuN y writleift contract,
sulifect to terms,,ciondIfions,and exclusions of the policIes,I an ached bMnket endorseirrwol fanns, kknbnAI&UiakAity apirlies excess of GersewW UaMlity,
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APPROVIFU RV RISK MANAGEMENT
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I EMRATIMI'll DATII niERE0F,, NOM WI E LL IIM DELIlVEREID IIN
IV onrce County Board ct Counly COMM0:500n ACCORDANCE W171114 I ilot,Icy PR0,Iff&om&
1,100 Simonton Stireat
Key Wast,FL 33040 ................................
A IiJ THORM ikM Ag P RIESIENTATNE
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OFFICER'S CERTIFICATE
January 9,2025
This OFFICER'S CERTIFICATE is delivered to Monrole County, Florida, to clarify and declare
signatory authority for company members offargetSolufluns Learning, LIX.
The undersigned, Jason M. Birady, do,es hereby certify as fii
1. He is the duly elected, qualified and aching Secretary of Thunder Holdings(its, LLC
2. He is the ('hiel'Legal andl mpliance(Difficer Ibr the Vector Group,
I The Vector Group is a consolidated group of 38 companies. Thunder Holdings GP, LLC
is the uldniale parent company of the Veiii Group, 'rargelSolutions Learning, LLC: (TSL) is a member
of the Vector Group.
4 s Secretary ofThundier Holdings Gll, 1.1k and the Chief Legal and Compliance Officer
for the' ector Group, he is an authorized signatory for TS,L with full authority to,act on behalf of and to
bind'I'Sl-
5, Additionally, as Secretary of Thunder Holdings GP', LIC and the Chief Legal and
Compliance Officer for the Vector Oroup, he verifies that Mark Fung, Vice! President of Customer
Success, has been granted the legal authority to bind TSI. to the agreed upon covenants, terrors and
conditions cointained in the services agreement with the Monroo(:ounty, Florida,
�REIMIAINJDFR OF PAGE INN ENTIONALIAt Ixtrr BIANK�
Docusign Envelope ID:8750815,D-0224-4069-Al4A-7572404EB04C
IN WITNESS WHFREO,IF, the undersigned, in his above-stated capacifies, and not individually, has
execti(ed(his OFFICER'S CFWTI FICATF as,of the date first written above.
�bk' At, Ail,
By� I "
Name- Jason M. Brady
Secretary, Thunder I foldings GP,LLC
Chief Legal and Cot'vipliance Officer,
the Vector Group
Iq
C14
0docusign
Certificate Of Completion
Envellope id,87508,31Al-13224�4,058.A14A.7872404EB04C Stetw ompleted
Subject:Complele w4h Docusign;�2025 0109 Officees Cediificate lor Tar gel,,MonfoeCounly doc
Source Envelol
Document Papas:2' signoures 1 Envelope 06u2unator
Cortilficate Pages,2 lnifi&s'0 Roger Pickles
AnIoNav:Enabilod 10 1 W K iirk wood,Ave
6invellopeld Stani EinaibWd Suille 200
Tir no zon e�(u"l os w),Pa cir�c"r i rne lu is&C a na da) Bloorning$om,IN 4,7404,
roger pickles @veciorsolutions corn
IP Ad<iress 75 206 157'122'
Record Tracking
Status 01ligilinal HrAdor i Picli L Dca flon:0==S ig in
1119,025 11:27 47 AM roger piclkles@veclorsolullionis cam
Signer Events Signature Tlintiestarnip
Jason IM Brady Sent 119/2025 11:29A9 AM
l,as,oni bradynSvectors oll lions cram m Viewed: 119f;?02.5 12:18316 PM
EVP,C,LCO Sign I/9=25 12 18,51 PM
Security Level Email.Account Aothenti
(Norre) Siginature Adoplion Pre-seileded SlyW
Using IP Address:4 7 Ill 113,t8O
Electronic Record and Slignature Dlisclosure:
Not Offered Yja DoctiSigin
In Periscin Signer Events Signature Timestamp
Editor Delivery Events Statill Ti sty
Agent Delivery Events Status Tim tamp
Intermediary Delivery Events Status Timestall
Certified Delivery Events Status Timestamp
Cairbion Copy Events Status Timiestantip
Roger Pickles Sent 119020251UOSOAM
raper piick le s @Yeclors olu thous ov no COPIED Rese'nL 11912,025 12 18,53 IPM
Attorney
Roger Pickles,i
Sorutity Lavel�Emaili,Armunt AuthenVc~*Ww
(None)
Electronic Record wind Signature Disclosure:
NO Offered vila IDocuSign
Witness Events SlIgniaturs Timestaimp
Notary Events Wgrialure Tilmestamp
Envellope Summary Events status, Timestamps,
Eraw Ocrpe Sent HaViled/Encrypted 11912025 11 Q9,50 AM
certililed Delivered Security Cheirked 1/912025 11218:36 PM
Sig ning Complete Secutrily Cli 142025 1218:51 PM
comil Security Checked IIW2025 112 18,51 PM
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