HomeMy WebLinkAbout5. 1st Addendum 02/19/2025 GVS COURTq°
o: A Kevin Madok, CPA
-
�o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida
�z cooN
DATE: March 13, 2025
TO: Fire Chief RL Colina
Fire Rescue/EMS
Cheri Tamborski
Executive Administrator
FROM: Liz Yongue, Deputy Clerk
SUBJECT: February 19, 2025 BOCC Meeting
The attached item has been executed and added to the record:
C8 Addendum No. 1 to the Agreement between Monroe County and TargetSolutions
Learning, LLC d/b/a Vector Solutions, 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.
Should you have any questions, please feel free to contact me at(305) 292-3550.
cc: County Attorney
Finance
File
KEY WEST MARATHON PLANTATION KEY
500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway
Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070
ADDENDUM NO. I
TO TARGETSOLUTIONS LEARNING, LLC AGREEMENT
FOR VECTOR SOLUTIONS PUBLIC SECTOR SOFTWARE AS A SERVICE
(1ST RENEWAL TERM)
1) The Contract Documents. This Addendum (or "Agreement" used interchangeably
throughout) is made and entered into on the last date set forth on the execution page, and
is hereby incorporated as if set forth in full to the "Vector Solutions Public Section
Software as a Service Agreement," including its "Additional Terms and Conditions,"
executed between the parties on April 17,2024.The parties desire to extend the Agreement,
and adopt the new FY25-26 Vector Solutions Order(TargetSolutuions)placed by Monroe
County, Florida, dated December 30, 2024 (hereinafter "Order"), The parties to this
agreement are TargetSolutions Learning, LLC,4890 W. Kennedy Blvd., Ste. 300, Tampa,
FL 33609 (hereinafter the "Contractor"), and Monroe County, Florida, a political
subdivision of the State of Florida, through its Board of County Commissioners, with
principal offices located at 1100 Simonton Street, Key West, FL 33040(die"County"). In
the event of a conflict between the aforementioned documents, any duty executed
amendment or Addendurn will control, followed by the FY25-26 Order, then the
"Additional Terms and Conditions" attached to the "TargetSolutions Learning, LLC
Agreement Schedule A,"then the"Vector Solutions Public Section Software as a Service
Agreement," in that order. All attached hereto as "Composite Exhibit A," for ease of
reference only.
2) Contract Amount. Contractor will perform contract requirements with pricing and
invoicing pursuant to FY25-26 Order, The Order Must not exceed the total value of
$100,000 without the prior written approval of the Board of County Commissioners. As
used herein, the total value of the Order is calculated by adding the value of all Orders
laced after the Board of Count Cornrttissioners" most recent a royal. County is exempt
from payment of Florida State Sales and Use taxes. Contractor agrees to submit invoices
with supporting documentation that is acceptable to the Monroe County Office of`Clerk
and Comptroller(County Clerk).Acceptability to the County Clerk is based UPOD generally
accepted accounting principles and such laws, rules and regulations as may 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 County
Commissioners. In the event that the County funds on which this Agreement is dependent
are withdrawn,this Agreement is terminated,and the County has no further obligation under
the terms of this Agreement to the Contractor beyond that already incurred by the
termination date.
4) Contract Term. This agreement shall be effective for one(I)year only. The parties agree
that the commencement date is January 1, 2025 and the natural expiration will be at 11:59
p.m. EST on December 31, 2025. Consistent with Paragraph 7 of the "Additional Tenns
and Conditions"to the Agreement between the parties, this Addendurn represents the first
(I")of three(3)renewal terms.
5) Independent Contractor. This Agreement does not create an employee/ernployer
relationship between the Parties. It is the intent of the Parties that the Contractor is an
independent contractor under this Agreement and not the County's employee for any
purposes, including but not limited to, the application of the Fair Labor Standards Act
minimum wage and overtime payments, Federal Insurance Contribution Act, the Social
Page I of 12
Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue
Code,the State Worker's Compensation Act, and the State Unemployment Insurance law.
The Contractor will retain sole and absolute discretion in the judgment of the manner and
means of carrying Out Contractor's activities 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 County,
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
Commissioners, except to an affiliate, or in connection with a merger, acquisition,
corporate reorganization,or sale of all of Contractor's assets.
7) Termination
a) Termination for Cause and Remedies: In the event that Contractor is found to be
negligent in any aspect of set-vice or Contractor is in breach of any contract terms,
the County retains the right to terminate this Agreement. 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. of the Monroe County Code.
8) Insurance Requirements. Contractor shall obtain and maintain at its own expense the
insurance coverages listed within this paragraph prior to commencing service under this
Agreement, and maintain such coverage throughout the term of the Agreement. All
insurance requirements provided for in this Agreement shall be subject to annual review.
Depending on the extent of contractual obligations incurred by the Contractor, the below
insurances will be required. Insurances can be altered via written waiver by County's Risk
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 Monroe County Risk Department
whenever acquired, amended, and annually during the term of this Agreement. Prior to
execution of this Agreement,Contractor shall furnish the County Certificates of Insurance
indicating the minimum coverage limitations in the following amounts:
a) WORKERS COMPENSATION AND EMPLOYER'S LIABILTIY
INSURANCE. Where applicable, coverage to apply for all employees at the
minimum statutory limits as required by Florida Law, and Employee's Liability
coverage in the amount of$500,000.00 bodily injury by accident, $500,000.00
bodily injury by disease, policy limits, and $500,000.00 bodily injury by disease,
each employee.
b) COMPREHENSIVE AUTOMOBILE VEHICLE LIABILITY
INSURANCE. Motor vehicle liability insurance, including applicable no-fault
coverage, with limits of liability of not less than $300,000.00 per occurrence,
combined single limit for Bodily Injury Liability and Property Damage Liability.
If single limits are provided, the minimum acceptable limits are S200.000.00 per
person,$300,000.00 per occurrence,and$200,000.00 property damage. Coverage
shall include all owned vehicles, all non-owned vehicles, and all hired vehicles.
c) COMMERCIAL GENERAL LIABILITY. Commercial general liability
coverage with limits of liability of not less than $1000,000.00 per occurrence
combined single limit,and not less than$2,000,000.00 in the aggregate,for Bodily
Page 2 of 12
Injury Liability and Property Damage Liability. Such coverage must include, as a
minimum: Premises Operations, Products and Completed Operations, Blanket
Contractual Liability,and Personal Injury Liability, An Occurrence Form policy is
preferred. lfcoverage is provided on a Claims Made policy, its provisions should
include coverage for claims filed on or after the effective date of this contract. In
addition, the period for which claims may be reported should extend for a
minimum of twelve(12) months following the termination of this agreement.
d) CERTIFICATES OF INSURANCE. Original Certificates of Insurance shall be
provided to the County at the time of execution of this Agreement and certified
copies provided if requested. Cacti policy certificate shall be endorsed with a
provision that not less than thirty (30) calendar days' written notice shall be
provided to the County before any policy or coverage is canceled or restricted.'['he
underwriter of such insurance shall be qualified to do business in the State of'
Florida. If requested by the County Administrator, the insurance coverage shall
be primary insurance with respect to the County, its officials, employees, agents,
and volunteers. Failure of Contractor to comply with the insurance requirements
of this section shall be cause for immediate termination of this Agreement,
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS, 1100 SIMONTON
STREET, KEY WEST, FLORIDA 33040, MUST BE NAMED AS ADDITIONAL
INSUREDAND CERTIFICATE HOLDER ONALL POLICIES EXCEPT 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 the County
as an additional insured on all insurance policies pursuant to said subcontract(s) as same
are required by the County here.
9) Indemnification & Hold Harmless
a) Notwithstanding any minimum insurance requirements prescribed elsewhere in
this Agreement and subject to amounts stated in the Limitation of Liability
provisions in the Contractor's Software as a Service Agreement, the Contractor
shall defend, indemnify, and hold the County, and the County's elected and
appointed officers and employees, harmless from and against any claims, actions
or causes of action, any litigation, administrative proceedings, appellate
proceedings, or other proceedings relating to any type of injury (including death),
loss,damage, fine, penalty or business interruption,and any costs or expenses that
may be asserted against, initiated with respect to,or sustained by,any indemnified
party to the extent caused by the negligence or recklessness, intentional wrongful
misconduct, errors or other wrongful act or omission of the Contractor or any of
its employees, agents, sub-contractors or other invitees; or (C) the Contractor's
default in respect of any of the obligations that it undertakes under the terms of this
Agreement, except to the extent the claims, actions, causes of action, litigation,
proceedings, costs or expenses arise from the intentional or negligent acts or
omissions of the County or any of its employees, agents, contractors or invitees
(other than the Contractor).
b) In the event that the completion of the service (to include the work of others) is
delayed or Suspended as a result of the Contractor's failure to purchase or maintain
the required insurance,the Contractor shall indemnify the County from any and all
increased expenses resulting from such delay.
c) Nothing contained herein is intended, nor may it be construed, to waive County's
rights and immunities under the common law or Section 768.28, Florida Statutes,
as amended from time to time; nor will anything included herein be construed as
consent to be sued by any third parties in any matter arising out of this Agreement.
Page 3 of 12
To the extent considered necessary by the County,any sums due Contractor under
this Agreement may be retained by the County until all of the County's claims
subject to this indemnification obligation have been settled or otherwise resolved,
and any amount withheld is not subject to payment of interest by the 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 will survive the expiration of the term of this Agreement
or any earlier termination of this Agreement.
d) Contractor shall be given prompt notice of any claim so that its defenses for any
claim are not unduly prejudiced. Contractor shall be given sole control of the
defense of any claim for which an indemnitee seeks indemnification except for
settlement which shall not be entered without the consent of the indernnitee.
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 requirements, severity level
assessment, and after-action reporting, consistent with Sections 282.3185(5) & (6), and
501.171, Fla. Stats., as amended from time to time. To ensure safety of personal data,
Contractor must comply with the 2016 European Union's General Data Privacy Regulation
(GDPR) that became effective in the European Union on May 25, 2018, and any more
recently revised version thereof. For any system integration between the County's network
systems and that of the Contractor, the Contractor hereby agrees to comply with ISO/IEC
27001 for its internal system, at a minimum, and any unique integration requirements of
the County's network and information technology systems.
11) Discriminatory Vendor List. Contractor hereby acknowledges its continuous duty to
disclose to the County if"the Contractor or any of its affiliates, as defined by Section
287.134(l)(a), Florida Statutes, are placed on the Discriminatory Vendor List. Pursuant to
Section 287.134(2Xa),Florida Statutes: "An entity or affiliate who has been placed on the
discriminatory vendor list may not submit a bid,proposal,or reply on a contract to provide
any goods or services to a public entity; may not submit a bid, proposal, or reply on a
contract with a public entity for the construction or repair of a public building or public
work;may not submit bids,proposals,or replies on leases ofreal property to public entity;
may not be awarded or perform work as a contractor,Supplier,subcontractor,or consultant
Linder a contract with any public entity; and may not transact business with any public
entity."
12) Prohibition on Conflict of Interest, Gratuities, Kickbacks, and Collusion. The
statements contained in this paragraph are 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 any manner or degree with the performance
of services required. Each party hereto covenants that there is no conflict of interest or
any other prohibited relationship between the County and itself.
b) Gratuities. Contractor hereby certifies that it has not offered, given,or agreed to give
any Monroe County employee a gratuity, favor, or anything of monetary value in
Page 4 of 12
connection with any decision, approval, disapproval, recommendation, preparation of'
any part of the award of this contract.
c) Kickbacks. Contractor certifies that it has not given payment, gratuity, or offer of
employment to be made by or on behalf of a Sub-contractor tinder a contract to
Contractor or higher tier sub-contractor or any person associated therewith, as an
inducement of the award of a subcontract or order.
d) Non-Collusion Statement. By signing this Agreement, Contractor certifies under
penalty of perjury that the price proposed by Contractor was arrived at independently
without Collusion, consultation, or communication for the purpose of restricting
competition;and no attempt has been made to induce another person or entity to submit
a proposal,or not submit,for the purpose of restricting competition in the award of this
contract.
e) Contract Clause. The prohibitions on conflict of interest, gratuities, kickbacks, and
collusion prescribed in this paragraph must be conspicuously set forth in every contract
and subcontract and solicitation initiated by Contractor in its performance of this
Agreement.
13) Ethics Clause pursuant to Monroe County Ordinance No. 010-1990. By signing this
Agreement, the Contractor warrants that he/she/it has not employed, retained or otherwise
had act on his/her/its behalf any former County officer or employee in violation of Section
2-149,Monroe County Code of Ordinances,or any County officer or employee in violation
of Section 2-150, Monroe County Code of Ordinances. For breach or violation of this
provision the County may, in its discretion, terminate this Agreement without liability and
may also, in its discretion, deduct from the Agreement or purchase price, or otherwise
recover,the full amount of any fee, commission, percentage,gift, or consideration paid to
the former County officer or employee pursuant to Subsection 2-152(b), Monroe County
Code of Ordinances.
14) Monroe County's Suspended Vendor List and False Claims Laws. The eligibility of
persons to enter into a contract may be suspended pursuant to See.2-347(l)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 a material breach of
the contract. The County, in its sole discretion, may terminate the contract with no further
liability to the contractor beyond payment of the portion of the contract price that may be
due for work satisfactorily completed Lip to the date of termination,and hereby reserves all
other rights and remedies available 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 et seq. of the Monroe County Code.
15) Prompt Disclosure of Litigation, Investigations, Arbitration, or Administrative
Proceedings.Throughout the term of this Agreement,the Contractor has a continuing duty
to promptly disclose to the County, in writing, upon occurrence, all civil or criminal
litigation, investigations,arbitration,or administrative proceedings relating to or affecting
Contractor's ability to perform under this Agreement. If the existence of such causes the
County concern that the Contractor's ability or willingness to perform the Agreement is
Jeopardized, the Contractor may be required to provide the County with reasonable
assurances to demonstrate its ability to perform as required hereunder, and that its
employees/agents have not or will not engage in conduct similar in nature to the conduct
alleged in such proceeding.
Page 5 of 12
16) Notice. All written correspondence to the County shall be dated and signed by an
authorized representative of the Contractor. Any written notice,-, or correspondence
required or contemplated under this Agreement shall be sent by U.S.Mail,certified,return
receipt requested, postage pre-paid,or by courier with proof of delivery. Notice is deemed
received by Contractor when hand delivered by national courier with proof of delivery or
by U.S.Mail upon verified receipt or upon the date of refusal or non-acceptance of delivery.
Notice shall be sent to the following persons:
FOR COUNTY: FOR CONTRACTOR:
County Administrator
Monroe County <-A 511j7
1100 Simonton Street, Room 2-205 I-OV05 6cN."Pa
Key West, FL 33040 Email:01"_r-fino-4 2
And(with copy to)
Monroe County Attorney's Office
1111 12th Street,Suite 408
Key West.FI,33040
17) Choice of Low and Venue. The parties hereby 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 privilege of venue and agree that all litigation between them in the state courts
will take place exclusively in the Sixteenth Judicial Circuit in and for Monroe County.
Florida,and that all litigation between them in the federal courts will take place exclusively
in the United States District Court in and for the Southern District of Florida, or United
States Bankruptcy Court for the Southern District of Florida,whenever applicable.
18) WAIVER OF JURY TRIAL& MANDATORY PRE-SUIT MEDIATION
BY ENTERING INTO THIS CONTRACT, EACH OF CONTRACTOR AND THE
COUNTY HEREBY EXPRESSLY WAIVE ANY RIGHTS 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 REQUEST FOR
JURY TRIAL, AND SUCH AMOUNTS MUST BE AWARDED BY THE COURT
IN ADJUDICATING THE MOTION. THE COUNTY AND CONTRACTOR
AGREE THAT, IN THE EVENT OF CONFLICTING INTERPRETATIONS OF
THE TERMS OR A TERM OF THIS AGREEMENT BY OR BETWEEN ANY OF
THEM THE 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 THE 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 proceeding is initiated or defended by any party relative to the
enforcement or interpretation of this Agreement, the prevailing party shall be entitled to
reasonable atiorney's fees, court costs, investigative, and out-of-pocket expenses, as ail
award against the non-prevailing party, at all levels of"the court system, including in
appellate proceedings.
11age 6 oiff t 2
20) Public Records. County is a public agency subject to Chapter It 9, Florida Statutes, as
amended from time to time. To the extent Contractor is a Contractor acting on behalf of
the County pursuant to Section 119.0701, Florida Statutes, as amended from time to time,
Contractor must comply with all public records laws in accordance with Chapter 119,
Florida Statutes. In accordance with state law,Contractor agrees to:
a) Keep and maintain all records that ordinarily and necessarily would be required by
the County in order to perform the services.
b) Upon request from the County's Custodian of public records, provide the County
with a copy of the requested records or allow the records to be inspected or copies
within a reasonable time at a cost that does not exceed the costs provided in
Chapter 119, Florida Statutes, or as otherwise provided by law,
C) Ensure that public records that are exempt,or confidential and exempt,from public
records disclosure are not disclosed except as authorized by law for the duration
of the Agreement term and following completion of the Agreement if the
Contractor does not transfer the records to the County.
d) Upon completion of the services within this Agreement,at no cost, either transfer
to tile County all public records in possession of the Contractor or keep and
maintain public records required by the County to perform the services. If the
Contractor transfers all public records to the County upon completion of the
services,the Contractor Must destroy any duplicate public records that are exempt,
or confidential and exempt, from public records disclosure requirements. If the
Contractor keeps and maintains public records upon completion of the services,
the Contractor must meet all applicable requirements for retaining public records.
All records stored electronically must be provided to the County, upon request
from the County's custodian of public records, in a format that is compatible with
the information technology systems of the County.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS C
AGREEMENT, ONTACT THE COUNTY'S
CUSTODIAN OF PUBLIC RECORDS AT PHONE NO. 305-292-347%
PUBLICRECORDS*MONROECOUNTY-FL.GOV, MONROE
COUNTY ATTORNEY'S OFFICE, 1111 12TH STREET, SUITE 408,
KEY WEST, FL 33040.
If Contractor does not comply with this section, the County will enforce the Agreement
provisions in accordance herewith and may unilaterally cancel this Agreement in
accordance with state law,
Nothing herein shall be deemed to preclude the Contractor from seeking a protective order
from a court of competent jurisdiction to prevent the release of any of Contractor's
infon-nation which the Contractor reasonably believes is exempt from disclosure.
21) Uncontrollable Circumstances("Force Majeure")
As used herein,"Force Majeure"means the occurrence of any event that prevents or delays
the performance by either party of its obligations hereunder which are beyond the
reasonable control of the non-performing party. Examples of"Force MajeUre" include,but
are not limited to, acts of God, natural disasters, or emergency governmental action. To
invoke this paragraph, immediate written notice, consistent with the "Notice" provisions
of this Agreement, must be sent by the non-performing party describing the circumstances
constituting force majeure and proof that the non-performance or delay of performance is
a direct and reasonable result Of Such event(s). Any claim for extension of time by
Page 7 of 12
Contractor pursuant to this paragraph will be made not more than (72)hours
after the commencement of the delay. Otherwise, it shall bewaived. The Contractor shall
immediately report the termination of the cause for the delay within seventy-two(72)hours
u8mr such termination. The County reserves its right to challenge the invocation by the
Contractor within fivn(5)calendar days o[receipt of said notice,in such case uninterrupted
pedbnnuncu in required. However, in the event the invocation is accepted hy the County,
the[ootruutorrnua<takou|lrcaswnuhiemcomun:m|omibguteanyumdu||reyu|1ingdmmagra,
000|y, delays, or disruptions to the Contractor's performance requirements under this
8gorrnenL All obligations must resume when tile circumstances ofsuch event(s) have
subsided, or other arrangements are made pursuant to u written amendment to this
Agreement.
22) Public Entity Crimes Statement. Pursuant to Section 287.)3](2)(a), Florida Statutes, as
amended from time to time, Contractor hereby certifies that neither it nor its uO5|io1o(o)
have been placed on the convicted vendor list following conviction for upublic entity
crime. If placed on that list, Contractor agrees: to immediately oNi[v the County and is
prohibited from 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 not submit bids on leases ofreal property to public entity; it may not be
awarded or pc,fonn work as u contractor, supplier, xu6con1ructor, or consultant under
contract with any public entity; and, it may not transact business with any public entity in
excess of the threshold amount provided in Section 28?.0|7. Florida Statutes, for Category
TWO($35,000), ox may hr amended, for u period of thirty-six (30) months from the date
of being placed on the convicted vendor list.
33) Foreign Gifts and Contracts.The Contractor must comply with any applicable disclosure
requirements in Section 286.101, Florida Statutes. Pursuant to Section 286.10|(7)(b),
Florida Statutes: "in addition to any fine assessed tinder[§286.\0](7)(a),Florida Bto\uteo[
m Onoi order determining a third orSubsequent violation by an entity other than umiato
agency or political subdivision must autornatically disqualify the entity from eligibility for
any 87un1 or contract funded by u state agency or any political subdivision until such
ineligibility is lifted by the Administration Commission [Governor and Cabinet per
§\4.202, Florida Statutes] for good ouumc."
24) Scrutinized Companies and Countries of Concern per Sections 287.135, 215'473, J&
307,138, Florida Statutes. Contractor hereby certifies that it: o) has not been placed on
the Scrutinized Companies that Boycott Israel Lis(` nor is engaged in a boycott of Israel;
b)has not been placed onthe Scrutinized Companies with Activities in Sudan List nor the
Scrutinized Companies with Activities in the Iran Terrorism Sectors List(formerly the Iran
Petroleum Energy Sector Lind;and o)has not been engaged in business operations inCuba
or Syria. If County d*(,nniney that Contractor has fbiady certified facts under this
paragraph,or if Contractor is found to have been placed on a list created pursuant to Section
215.473, Florida Statute*, as amended, or is engaged in u boycott of Israel after the
execution of this Agreement, County will have all rights and remedies to terminate this
Agreement consistent with Section 287.|]5, Florida Statutes, unamended. The County
reserves all rights to waive certain requirements of this paragraph on u ouoc'hy'ouxc
exception basis pursuant to Section 287.135. Florida Statutes, as amended. Beginning
January l, 2024, the County must not enter into a contract that grants access to an
individoo|`o personal identifying information to any Foreign Country nf Concern such as:
Pcup\c'o Republic of China, the Russian Federation, the Islamic Republic of (run, the
Democratic People's Republic o[Koreu,the Republic of Cuba,the Venezuelan regime*[
NiooiAx Muduno, orthe Syrian Arab Riopuh|io, uo|:xn the Contractor provides the County
Page 8m[|2
with an affidavit signed by an authorized representative of the Contractor,under penalty of
perjury, attesting that the Contractor does not meet any of the criteria in subparagraphs
(2Xa)4c)of'Section 287.138, Florida Statutes,as may be amended, Beginning January 1,
2025. the County must not extend or renew any contract that grants access to an
individual's personal identifying information unless the Contractor provides the County
with an affidavit signed by an authorized representative of the Contractor,under penalty of
perjury, attesting that the Contractor does not meet any of the criteria in subparagraphs
(2Xa)-(c) of Section 287.138, Florida Statutes, as may be amended. Violations of this
Section will result in termination of this Agreement and may result in administrative
sanctions and penalties by the Office of the Attorney General of the State of Florida.
TargetSolutions, Ll-C is not owned by the government of a Foreign Country of Concerti,
is not organized under the laws of nor has its Principal Place of Business in a Foreign
Country of Concern, and the government of a Foreign Country of Concern does not have
a Controlling Interest in the entity.
Under penalties of perjury, I declare that I have read the foregoing statement and that the
facts stated in it are true.
Printed Name; h4A FAK;,
Title. VP, J-C C("', 5 5
Signature: Date: 121�12
25) Noncoercive Conduct for Labor or Services.As a nongovernmental entity submitting a
proposal, executing, renewing, or extending a contract with a government entity,
Contractor is required to provide an affidavit under penalty of perjury attesting that
Contractor does not use coercion for labor or services in accordance with Section 787.06,
Florida Statutes. As an authorized representative of Contractor, I certify under penalties of
perjury that Contractor does not use coercion for labor or services as prohibited by Section
787.06.Additionally,Contractor has reviewed Section 787.06,Florida Statutes,and agrees
to abide by same.
26) Nondiscrimination.The Contractor and County agree that there will be no discrimination
against any person,and it is expressly understood that upon a determination by a court of
competent jurisdiction that discrimination has occurred, this Agreement automatically
terminates without any further action on the part of any party,effective the date of the court
order. Contractor agrees to comply with all Federal and Florida statutes, and all local
ordinances,as applicable,relating to nondiscrimination. These include but are not limited
to: 1)Title V11 of the Civil Rights Act of 1964(PL 88-352)which prohibits discrimination
in employment on the basis of race, color, religion, sex or national origin; 2)Title IX of
the Education Amendment of 1972,as amended(20 USC ss. 1681-1683,and 1685-1686),
which prohibits discrimination on the basis of sex;3)Section 504 of the Rehabilitation Act
or 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of
disability; 4)The Age Discrimination Act of 1975,as amended (42 USC ss. 6101-6107)
which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and
Treatment Act of 1972(Pl,92-255).as amended,relating to nondiscrimination on the basis
of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention,
'treatment and Rehabilitation Act of 1970 (111. 91-616), as amended, elating to
nondiscrimination an the basis of alcohol abuse or alcoholism. 7) The Public 11calth
Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ce-3), as 11111CIlded,
Page 9 of 12
............................................. ...........
relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the
Civil Rights Act of 1968 (42 USC s. 3601 et seq.), as amended, relating to
nondiscrimination in the sale, rental or financing of housing; 9) The Americans with
Disabilities Act of 1990(42 USC s. 12 101 Note), as may be amended from time to time,
relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter
14, Article 11, which prohibits discrimination on the basis of race, color, sex, religion,
national origin, ancestry, sexual orientation, gender identity or expression, familial status
or age; I I)The Pregnant Workers Fairness Act(PWFA) Pursuant to 42 U.S.C. 2000gg 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. Effective January 1, 2021, public and private employers,
contractors and 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 and agrees to utilize the U.S. Department of Homeland
Security's E-Verify System to verify the employment eligibility of:
a) All persons employed by Contractor to perform employment duties within Florida
during the term of the contract;and
b) All persons (including subvendors/stibconsultants/subcontractors) assigned by
Contractor to perform work pursuant to the contract with the County. The
Contractor acknowledges and agrees that use of the U.S.Department of Homeland
Security's E-Verify System during the term of the contract is a condition of the
contract with the County.
By entering into this Agreement, the Contractor becomes obligated to comply with the
provisions of Section 448.095, Florida Statutes, "Employment Eligibility," as amended
from time to time.This includes,but is not limited to,utilization of the E-Verify System to
verify the work authorization status of all newly hired employees, and requiring all
Subcontractors to provide an affidavit to Contractor attesting that the Subcontractor does
not employ, contract with,or subcontract with, an unauthorized alien.Contractor agrees to
maintain a copy of such affidavit for the duration of this Agreement. Failure to comply
with this paragraph will result in the termination of this Agreement as provided in Section
448.095, Florida Statutes, as amended, and Contractor may not be awarded a public
contract for at least one (I) year after the date on which the Agreement was terminated.
Contractor will also be liable for any additional costs to County incurred as a result of the
termination of this Agreement in accordance with this Section. Upon executing this
Agreement,Contractor will provide proof of enrollment in E-verify to the County.
28) Prohibited Telecommunications Equipment. Contractor represents and certifies that it
and its applicable subcontractors do not and will not use any equipment,system,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 terms are
used in 48 CFR§§ 52.204-24 through 52.204-26.By executing this Agreement,Contractor
represents and certifies that Contractor and its applicable subcontractors must not provide
or use such covered telecommunications equipment, system, or services for 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 County.
29) Antitrust Violations; Denial or Revocation under Section 287.137, 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 violator vendor list (electronically published and
Page 10 of 12
updated quarterly by the State of Florida)following a conviction or being held civilly liable
for an antitrust violation may not submit a bid, proposal, or reply for any new contract to
provide any goods or services to a public entity;may not submit a bid, proposal, or reply
for a new contract with a public entity for the construction or repair of a public building or
public %%ork-; may not submit a bid, proposal, or reply on new leases or real property loa
public entity,may not be ii�%ardcd or perform work as a contractor,supplier,subcontractor,
or consultant under a new contract with a public entity,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 Agreement.
False certification under this paragraph or being subsequently added to that list will result
in termination of this Agreement, at the option of the County consistent with Section
287.137. Florida Statutes,as amended.
30) Severability; Waiver of Provisions. Any provision in this Agreement that is prohibited
or unenforceable in any jurisdiction will,as to that jurisdiction,be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining provisions
hereo for affecting the validity or enforceability ofsuch provisions in any other jurisdiction.
The non-enforcement of any provision by either party will not constitute a waiver of that
provision nor will it affect the enforceability of that provision or of the remainder of this
Agreement.
31) Signatory Authority; Counterparts and Multiple Originals. Upon request, the
Contractor must provide the County with copies of requisite documentation evidencing
that the signatory for Contractor has the authority to enter into this Agreement. 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 same agreement.
IN WITNESS WHERE.0F, County, signing through its County Administrator, and
Contractor,through its authorized representative, have executed this Agreement as of the last date
of signing,
CONTRACTOR: TARGETSOLUTIONS, LLC
By: D a W.
/Signa�
alwrk F, Sore J4ttct5
11 Ji Name_&, [Istle
S'l A TE 01'
COUNTY OF
I lie foregoing instrument was sworn to/affinned and acknowledged before me
by means of'D physical presence or 0 online notarization.this ...111 day of '20—.
by President [or Authorized Signor] of. ........ a
Corporation or LLC. lie/She is personally known to tile/or has produced
(type of identification)as identification,
gnatury of Notary PubliL
Attached Certificate
.......................................
(11'rint& Slamp- Notary Puhliv)
I'dou I I of 12
�A notary public or other officer completing this
hcertificate verifies only the identity of the individual
who signed the document to which this certificate
its attached, and not the truthfulness, accuracy, or
pyalidit of that document
State of California
County of Sari Diego
Subscribed and sworn to (or affirmed) before me on this 31st
day of December , 20 24 . by _.Mark Funq
proved to me on the basis of satisfactory evidence to be the
person(s)who appeared before me.
- - - - - - - - - - - -
Qwomen FRA9C a
lkfRlry Putflfc-California •
San OIg0 County
Carm+uwn a ZSOIZ03
Y Comm.Expires Oct lb,2029
(Seal) Signature
i
ADDENDUM NO. I
TO TAR GETS OLUTIONS LEARNING, LLC AGREEMENT
(IS-'- RENEWAL TERM)
BOARD OF COUNTY COMMISSIONERS OF MOO OE COUNTY, FLORIDA:
Digitally signed by Christine
By: Christine Hurley Hurley
Date:2025.03.04 16:30:06-05'00'
Christine Hurley,County Administrator
Date.
Approved as to legal form& sufficiency:
S7
Eve M. Lewis, Assistant County Attorney
Page 12 of 12
"COMPOSITE EXHIBIT A"
Renewal Notice
OR- � TargetSolutions
Date Monday, December 30,
2024
ount Fire�R�es wcue�i FLL�„ ����� �Contract Name Account Mane er Billing Freatuenc Renewal StE�M�onroe
y 25
Quantity Product Description Unit Price
Q y p � e Total
181 f
Vector Evaluations+ Vector Evaluations+for web and mobile $25.20 $4 561.20
Vector LMS Targetsolutions Edition Premier Training management for public
12 Membershi entities and professionals $75.60 $16,027.20
31 1 Vector Evaluations+ Standards Class Users u to 40 users $i2.60 $390.60
Grand Total: $20,979,00
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 active for thirty(30)days
solely for purpose of Company's record keeping(the "Expiration Period"). Unless otherwise provided in your Client Agreement,any access
to or usage of the Services following the Expiration Period shall he deemed Client's renewal of the Agreement under the same terms and
conditions.
"04P, Quote ID
VectorSo I utions Q-292308
Contact Name
Luke Lutz
TargetSolutions Learning, LLC Agreement
Schedule A
Date- Friday, December 15, 2023
Client Information
Client Name: Monroe County Fire Rescue (FL)
Address:
490 63rd Street Ocean
Marathon, FL 33050
--- ----------------------.-
Primary Contact Name: Primary Contact
Zully Herneyer Phone: (305) 289-6020
...................
A regiment Term
Effective bate: 01/01/2024 Initial Term: 12 months
Invoicin Contact Information-Please--fill i-n--rniss_in9_-information
_)-------------------------------------------------------------------------------------------------
Billing Contact Name: MCFR AP
Billing Address: Billing Phone:
490 63rd Street Ocean
Marathon, Florida 33050 Billing Email:
mcfr-ap@monroecounty-fl.gov
PO#: Billing Frequency: Payment Terms:
Annual Net 30
Annual Fee ,
Product Minimum
Code Product Description Annual Price Sub Total
Commitment--
TSEVAL Vector Evaluations+ Vector Evaluations+for 181 $2400 $4,344,00
web and mobile
Vector LMS, Training management
TSPREMIER TargetSolufions Edition for public entities and 212 $72 00 $15,26400
Premier M�embershi PrOfessionais
r ----------------------------Vector
al tj Class
Users ��31 �
S+ Standards
utors
TSEVAL Vector Evaluations+ Class Users $372-00
4 0�us Se
Annual Total: $19,980.00
Grand Total: $19,980.00
Public Sector SaaS Rev.U(issued 02,02 2022)
Please note this is not an invoice. An invoice will be sent within fourteen(/4)business days.
Additional Terms and Conditions.
The following are in addition to the Client Agreement General Terms and Conditions.
1. Additional Named Users added after the Effective Date will be invoiced at the full per Named User fee, Such
additional Named Users shall become part of the Minimum Annual Commitment for subsequent years,on the
anniversary date of each contract year or upon renewals under the Agreement.
Z You agree to pay for the number of Named Users using or licensed to access the Services in a given contract
year. Subject h» the Minimum Annual Commitment, Changes in Named User counts will be reflected in the
annual contract amount from that period forward for all Users.
3. Subject tothe above Minimum Annual Commitment, annual fees for your use ofthe Services will bobased
upon the number of Named Users ina given contract year.
4. Named Users deactivated ina given contract year will not count towards the total number cf Named Users in
the year following such deactivation, unless reactivated.
5. Feao, both during the Initial Term, as well as any Renewal Tmrm», shall be increased by 5.0Y6 per contract
year. Changes in Named User counts will be reflected in the annual contract amount from that period forward
for a||Users.
8. All undisputed invoices are due and payable Net 30 days after invoice date("Due Date").Any fees unpaid for
more than 10 days past the Due Date shall bear interest at 1.5% per month or the highest applicable rate
permitted bylaw.
7. Upon expiration of the initial term and a1least sixty (60) days advance notice, this Agreement may
be renewed for three(3) additional one-year periods for a total of not more than four (4)years. The
parties shall execute an addendum each year which ohm|| be in writing and signed by both parties
in order to renew this/\QroernonL
Address for Notices:
4890VV Kennedy B|vd.. Suite 3OO 48U63nd Street Ocean
Tampa, PL336U9 Marathon, FL3305O
Page�2
Public Sector SamS Rev.V(Issued O20%.2022)
VECTOR SOLUTIONS PUBLIC SECTOR SOFTWARE AS A SERVICE AGREEMENT
This Vector Solutions Software as a Service Agreement (the 'Agreement"), effective as of the date noted in the attached
Schedule A (the "Effective Date'), is by and between TargetSolutions Learning, LLC, d/b/a Vector Solutions,
('We/Us/Contractor") a Delaware limited liability company, and the undersigned customer ("You/Your"), (each a "Party" or
'Parties)and governs the purchase and ongoing use of the Services described in this Agreement.
GENERAL TERMS AND CONDITIONS
1. SERVICES.We shall provide the following Software as a Service('Services'):
1.1. Access and Use.We grant You a non-exclusive, non-transferable revocable authorization to remotely access and use the
software as a service offering identified in Schedule A(the"Services")and, unless prohibited by law,We will provide access to
any persons You designate for use as described in these terms and conditions. For clarification, We authorize access and use
on a "one user per one authorization basis" and once granted, You are not allowed to transfer authorizations to other users
Your ability to use the Services may be affected by minimum system requirements or other factors, such as Your Internet
connection,
1.2.6ygqgb!&,We will use commercially reasonable efforts to provide access to and use of the Services twenty-four(24)hours
a day, seven (7) days a week, subject to scheduled downtime for routine maintenance, emergency maintenance, system
outages,and other outages beyond our control.
1.3. HeI12 Desk, We will assist You as needed on issues relating to usage via e-mail,and a toll-free Help Desk five(5)days per
week, at scheduled hours, currently 8:00arn to 6:00 pm Eastern Time, Monday-Friday or
i, llb"VLLY±.i,]Ml,Pik&(4,LU&Q"IID/ill r�go toluk.&M-011;
1.4. Qp_q rod tL1_nq Updates We reserve the right, in our discretion, to make updates or upgrades to the Services that are
necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of the Services; (ii) the competitive strength of or
market for the Services;or(iii)the Services'cost efficiency or performance;or(b)to comply with applicable law, For no additional
charge,You will receive access to any general upgrades and updates to the Services which We make generally available to our
other customers.All updates and upgrades to the Services are subject to these terms andconditions.
1.5 Addit ion gil,Sgrvig2s. From time to time, the Parties may decide in their discretion to add additional Services, subject to the
Parties'execution of one or more change forms which shall be substantially in the form of the Schedule A and shall incorporate
these terms and conditions by reference, Each individual Schedule A shall have its own service term.
2.YOUR RESPONSIBILITIES AND USE RESTRICTIONS,
2.1. Compliance.You shall be responsible for all Users'compliance with this Agreement and shall use commercially reasonable
efforts to prevent unauthorized access to or use of the Services. You shall comply with all applicable laws, standards, and
regulations and will not use the Services in a manner not specified or perrnitted by Us,
2.2. Identify Named Users,A" arced User"is defined as Your employees,consultants,contractors,and agents You authorize to
access and use the Services You are purchasing during each contract year('Term")of the Agreement
2,21, You will be responsible for the following: (a)cause each of Your Named Users to complete a unique profile if not created
by Vector Solutions on their behalf; and (b)timely maintain a user database by adding a unique profile for each new Named
User, Due to licensing and data retention requirements,Named Users may not be removed from our system unless required by
law.You will be responsible for identifying Named Users from time to time during the Term of this Agreement through available
system capabilities,
2.3. Future Functionality. You agree that Your purchases are not contingent on Our delivery of any future functionality or
features.You are not relying on any comments regarding future functionality or features.
3. FEES AND PAYMENTS.
3.1. Fees and Payment. You will pay for the Services in accordance with the payment terms, frequency, and fee schedule in
Schedule A attached to this Agreement. All fees collected by Us under this Agreement are fully earned when due and
nonrefundable when paid, except if You terminate this Agreement for cause as described in Section 5-2-
3-2. Due Date- All fees due under this Agreement must be paid in United States Dollars or Canadian Dollars or as specified in
Schedule A as applicable to Your location.We will invoice You in advance and all undisputed invoices are due and payable on
the due date specified in Schedule A. Payment will be made according to the Florida Local Government Prompt Payment Act,
Sections 218,70-218.80, Florida Statutes. Contractor shall submit to the County an invoice with supporting documentation in a
form acceptable to the Clerk. Invoices may be submitted upon completion of the services. Acceptability of the invoice to the
Clerk is based on generally accepted accounting principles and such laws, rules and regulations as may govern the Clerk's
disbursal of funds.Invoices shall be sent to the County Fire Rescue who will review the documents and route them to appropriate
County Staff for approval. Upon receiving all required approvals, the invoice(s)will be forwarded to the County Clerk's office for
Page 3
Public Sector SaaS Rev.U(issued 02.02.2022)
payment.
3 3. Suspension of Service. K You do not make on undisputed payment on time, VVe may suspend Your or Your Named Users'
access to the Services without further notice until all overdue payments are paid in full. Our suspension of Your use of the
Services o/innnmahonof the Agreement for Your violation of the terms of this Agreement will not change Your obligation topay
any and all payments due for the applicable Term,
3,3.1 We may also suspend,terminate,or otherwise deny Your access or any Named User's access hou/use of all o/any part ofthe
Services,without incurring any liability tuYou, if: (a)We receive a judicial or other governmental demand or order, subpoena, or law
enforcement request that expressly or by reasonable implication requires Us to do so;m/(h)VVe believe, in good faith and reasonable
discretion, that, (i)You or any Named User,have failed to comply with any term of this Agreement,or accessed or used the Services
beyond the scope of the rights granted,or for a purpose not authorized under this Agreement-, or(ii)Your use of the Services causes
a direct orindirect threat hn our network function nr integrity, orio Our other customers'ability d use the Services;orUii>
You urany Named User, are o,have been involved in any fraudulent, misleading, unlawful activities relating to or in connection
with any of the Sam`oaa; or(iv) this Agreement expires or is terminated. This Genhon 3.3 does not limit any of Our other rights or
remedies under this Agreement.
3.4 Taxes. All fees under this Agreement exclude all sales, use,value-added taxes,and other taxes and government charges,
whether Federal, 8tah*, or foreign, and You will be responsible for payment of all such taxes (other than Luxam based on our
income),fees,duties, and charges, and any related penalties and interest, arising from the payment of any and all fees under
this Agreement including the access ionr performance of the Services hereunder. |tVVe have a legal obligation\o pay orcollect
taxes for which You are responsible under the Agreement, then then We will invoice, and You will pay the appropriate amount
unless You claim tax exempt status for amounts due under this Agreement and provide Us with a valid tax exemption certificate
(authorized b the applicable govornmenta|authohty)pmmpt|yuponexecuhunof\h|oAgnaonnont- |fanytmxesshoUbeequired
by law to be deducted or withheld from any fee payable hereunder by You to Us,You shall,after making the required deduction
or withholding, increase such fee payable as may be necessary to ensure that We shall receive an amount equal to the fee We
would have received had no such deduction or withholding been made.
4. INTELLECTUAL PROPERTY RIGHTS.
4.1. We alone(and our licensors,where applicable) shall own all rights, title,and interest in and to our software, website and
technology,the course content(if any) and the Services We provide,including all documentation associated with the Services.
If You provide any muggesUonm, ideaa, enhancement requey(m, feedback, mmmmmenda<ions, or other information provided by
You(collectively"Feedback"),We may use such Feedback to improve the Services without charge,royalties,or other obligation
to You, and Our use of Your Feedback does not give You any property rights to the Services.
The Vector Solutions name and logo are trademarks of Vector Solutions, and no right or license is granted to You to use them
You shall own all 'ightm, ti8e, and interest|nand hn Your added moKware. Your content, and infonna�nn collected from Your
content pages ("Your Data"). You shall have no rights in or to any other data collected that is not affiliated with You, Your
content,email addresses, and personal information of Your Named Users or Your EHS Active Employees You entered into the
database, or any of Your customers or users is Your sole property. We will not, at any time,, redistribute, share, or sell any of
Your email addresses,email server domain names,customer names,or personal information, Course content that You purchase
fmmth|nd'pmxy course providers and ucueea through our LMSwill require the sharing of certain user information with Us in
order for Uato properly track and report usage
4.2. You recognizethat VVa regard th ftm VVe have developed to deliver the Services am our proprietary information and
as confidential trade secrets of great value You agree not to provide or to otherwise make available in any form the software or
Services,or any portion thereof,to any person otherthan Your Named Users without our prior written consent.You further agree
to treat the Services with at least the same degree of care with which You treat Your own confidential information and in no event
with less care than is reasonably required to protect the confidentiality of the Services,
421 Except as cdhemviao agreed in writing or to the extent necessary for You to use the 8en/|oeo in accordance with this
Agreement, You are not allowed to: (a)copy the course content in whole or in par( (h) display, naproduce, create derivative
works from,transmit,sell,distribute,rent, lease,sublicense,transfer or in any way exploit the course content in whole or in part;
(o)embed the course content into other products (d)use any of our trademarks,service marks,domain names, logos, cvother
identifiers or any of our third party suppliers, (e) peverse engineer, decompile, disassemble, or access the source code of any
of our Services or software,(0 use the software or Services for any purpose that is unlawful�(g)alter or tamper with the Services
and/or associated documentation in any vvay, (h) attempt todefeat any security measures that VVemay take to protect the
confidentiality and proprietary nature of the Services, (i)remove,obscure, conceal, or alter any marking or notice of proprietary
rights that may appear on or in the Services and/or associated documentation, or 0)except as permitted by this Agreement,
knowingly allow any individual or entity under Your control to access 8em|mea without authorization under this Agreement for
such access.
43. We acknowledge that You alone shall own all rights,title,and interest in and to Your name,trademarks,or logos, and this
Agreement does not give Us any rights of ownership to the same. You hereby authorize Us to use Your name, trademarks, or
logos in promotional materials, press releases, advertising, or in other publications or websites, whether oral or written. If You
do not consent to Our use of Your name or |ogn. You may withdraw Your consent at any time by notifying Us at
6. TERM,TERMINATION,ANDNC}T|CE.
Page
Public Sector SuuSRev u(Issued 000z.znz2)
5,11 Term. The to of this Agreement will start on the Effective Date, and will remain in full force and effect for the initial term
(the'Initial Term')indicated in Schedule A. Upon expiration or early termination of this Agreement by either Party as described
below in Section 5.2 (Termination for Cause)or for any reason, You shall immediately discontinue all use of the Services and
documentation,and You acknowledge that We will terminate Your ability to access the Services. Notwithstanding,access to the
Services may remain active for thirty (30) days solely for purpose of our record keeping (the "Expiration Period"). If You
continue to access or use the Services following the Expiration Period,then Your continued use will renew the Agreement under
the same terms and conditions, subject to any annual price adjustments. Upon expiration of the initial term and at least sixty
(60)days advance notice,this Agreement may be renewed for three(3)additional one-year periods for a total of not more than
four(4)years, The parties shall execute an addendum each year which shall be in writing and signed by both parties in order
to renew this Agreement.
�5,2 Temmin ion for Cause. Either P" may terminate this Agreement, effective upon written notice to the other Party (the
"Defaulting Party"), if the Defaulting Party materially breaches this Agreement, and that breach is incapable of cure, or with
respect to a material breach capable of cure, and the Defaulting Party does not cure the breach within thirty (30)days after
receipt of written notice of the breach,If You terminate this Agreement due to Our material breach,then We will return an amount
equal to the pro-rated fees already paid for the balance of the term as of the date of termination as Your only remedy.
5.3 Non-appropriation, The Parties acknowledge that You are a governmental entity whose funds are subject to appropriation by its
fiscal body. Therefore, if at any time during the initial term or subsequent term of this Agreement, Your fiscal body should fail to
appropriate sufficient funds to continue this Agreement, it will become null and void. You shall not be obligated to perform unless and
until sufficient funds are appropriated.You agree to seek funding for the continuation of the Agreement during each budget cycle during
the initial term or subsequent term of this Agreement.You agree to inform Us in writing of any such non-allocation of funds at the earliest
possible date and shall pay for all services provided prior to exhaustion of the appropriated funds.
5.4, Notice, All required notices by either Party shalt be given by email, personal delivery (including reputable courier service),
fees prepaid, or by sending the notice by registered or certified mail return receipt requested, postage prepaid, and addressed
as set forth in Schedule A. Such notices shall be deemed to have been given and delivered upon receipt or attempted delivery
(if receipt is refused),as the case may be,and the date of receipt identified by the applicable postal service on any return receipt
card shall be conclusive evidence of receipt. Notices and other communications sent by e-mail shall be deemed received upon
the sender's receipt of an acknowledgment from the recipient (such as by the"return receipt requested"function, as available,
return e-mail or other written acknowledgment). Either Party, by written notice to the other as described above, may alter its
address for written notices.
G. MUTUAL WARRANTIES ANDDISC LAIMER.
6.1. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (a) it is duly
organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its
incorporation or other organization;(b)it has the full right,power, and authority to enter into and perforrn its obligations and grant
the rights,licenses,consents,and authorizations it grants or is required to grant under this Agreement:(c)the acceptance of this
Agreement has been duly authorized by all necessary corporate or organizational action ; and(d)when executed and delivered
by both Parties,this Agreement will constitute the legal,valid,and binding obligation of each Party,enforceable against each Party
in accordance with its terms.
6,2_ Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY
KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW. WE DO NOT WARRANT THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR
FREE- THE SERVICES AND ASSOCIATED DOCUMENTATION ARE PROVIDED "AS IS,"AND WE PROVIDE NO OTHER
EXPRESS, IMPLIED, STATUTORY, OR OTHER WARRANTIES REGARDING THE SERVICES OR ASSOCIATED
DOCUMENTATION.
6.3. Disclaimer of Tbj[q:2gqy&ontent. If You upload third-party content to our platform or Services, the third- party content
providers are responsible for ensuring their content is accurate and compliant with national and international laws. We are not
and shall not be held responsible or liable for any third-party content You provide or Your use of that third-party content. THERE
IS NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THIRD PARTY CONTENT
ACCESSIBLE THROUGH THE SERVICES.
6.4 None of our employees, marketing partners, resellers, or agents are authorized to make any warranty other than the
Warranties stated in this Agreement. The provisions in any specification, brochure, or chart are descriptive only and are not
warranties.
7. LIMITATION OF LIABILITY.EXCEPT FOR CLAIMS RELATED TO VIOLATION OF INTELLECTUAL PROPERTY RIGHTS,
GROSS NEGLIGENCE, FRAUD, O ILFULL MISCONDUCT, (A) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO
THE OTHER PARTY,ANY AFFILIATE,THIRD-PARTY,OR YOUR USERS,WHETHER IN CONTRACT,WARRANTY,TORT
(INCLUDING NEGLIGENCE)OR OTHERWISE,FOR SPECIAL,INCIDENTAL,INDIRECT OR CONSEQUENTIAL DAMAGES
Page 5
Public Sector SaaS Rev. U(issued 02.02.2022)
(INCLUDING LOST PROFITS),ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,AND(B)IF YOU HAVE
ANY BASIS FOR RECOVERING DAMAGES(INCLUDING FOR BREACH OF THIS AGREEMENT),YOU AGREE THAT YOUR
EXCLUSIVE REMEDY WILL BE TO RECOVER DIRECT DAMAGES FROM US,UP TO AN AMOUNT EQUAL TO THE TOTAL
FEES ALREADY PAID TO US FOR THE PRECEDING TWELVE(12)MONTHS.
7 1 1.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,WHATEVER THE LEGAL BASIS FOR THE CLAIM,
UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE TO YOU, ANY AFFILIATE, ANY THIRD PARTY OR YOUR USERS
FOR ANY CLAIM, CAUSE OF ACTION, DEMAND, LIABILITY, DAMAGES, AWARDS, FINES, OR OTHERWISE, ARISING
OUT OF OR RELATING TO PERSONAL INJURY, DEATH, OR OTHER HARM CAUSED FROM USE OF OR RELIANCE ON
THE CONTENT OF THE COURSES OR SERVICES, YOU, YOUR AFFILIATES, EMPLOYEES, CONTRACTORS, AGENTS,
USERS,AND REPRESENTATIVES RELY ON THE CONTENT OF THE COURSES AND SERVICES AT YOUR OWN RISK.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES SO,
SOLELY TO THE EXTENT SUCH LAW APPLIES TO YOU,THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY
TO YOU,
8 OBLIGATIONS OF BOTHPARTIES.
8.1. Our Obligation to You. We shall indemnify and hold You harmless from any and all claims,damages,losses,and expenses,
including but not limited to reasonable attorney fees, arising out of or resulting from any third-party claim that any document,
course, or intellectual property We provide or upload to our platform infringes or violates any intellectual property right of any
person.
8.2.Your Obligation to Us. To the extent not prohibited by applicable law,You shall indemnify and hold Us harmless from any and all claims,
damages,losses,and expenses,including but not limited to reasonable attorney fees,arising out of or resulting from any third-party claim that
any document,courses,or intellectual property You provide or upload to our platform infringes or violates any intellectual property right of any
person.
9. CONFIDENTIALITY.
9 1 Each Party may from time to time disclose to the other Party"Confidential Information"which shall mean and include the
Services (including without limitation all courses accessed through the Services), all documentation associated with the
Services, software code(include source and object code), marketing plans, technical information, product development plans,
research,trade secrets,know-how, ideas, designs,drawings, specifications,techniques, programs, systems,and processes.
9.2. Confidential Information does not include: (a) information generally available to or known to the public through no fault of
the receiving Party; (b) information known to the recipient prior to the Effective Date of the Agreement; (c) information
independently developed by the recipient outside the scope of this Agreement and without the use of or reliance on the disclosing
Party's Confidential Information; or(d) information lawfully disclosed by a third party. The obligations set forth in this Section
shall survive termination of this Agreement.
9.3. Each Party agrees that it shall not disclose the Confidential Information of the other to any third party without the express
written consent of the other Party, that it shall take reasonable measures to prevent any unauthorized disclosure by its
employees., agents, contractors or consultants, that it shall not make use of any such Confidential Information other than for
performance of this Agreement, and that it shalt use at least the same degree of care to avoid disclosure of Confidential
Information as it uses with respect to its own Confidential Information.
9.4 The confidentiality obligations imposed by this Agreement shall not apply to information required to be disclosed by
compulsory judicial or administrative process or by law or regulation, provided that the receiving Party shall(if permitted)notify
the disclosing Party of the required disclosure, shall use reasonable measures to protect the confidentiality of the Confidential
Information disclosed, and shall only disclose as much Confidential Information as is required to be disclosed by the judicial or
administrative process, law, or regulation.
10. MISCELLANEOUS
10.1 Assignment, Neither Party may freely assign or transfer any or all of its rights without the other Party's consent,except to
an affiliate„ or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets,
provided however You shall not assign this Agreement to our direct competitors.
10.2. Governinq Law. This Agreement shall be governed by, and enforced in accordance with,the laws of the state of Florida,
except where Customer is a public entity or institution in which case the applicable state,provincial, or tribal law where You are
located shall govern, in either case without regard to the state's or local laws conflicts of laws provisions. If You are purchasing
goods under this Agreement, the Parties agree that the United Nations Convention on Contracts for the International Sale of
Goods and the United Nations Convention on the Limitation Period in the International Sale of Goods shall not apply to this
Agreement.
10 3 Export Regulations. All Content and Services and technical data delivered under this Agreement are subject to applicable
US and Canadian laws and may be subject to export and import regulations in other countries. Both Parties agree to comply
strictly with all such laws and regulations and You knowledge that You are responsible for obtaining such licenses to export,re-
export,or import as may be required after delivery.
10 4. Force Maieure. In no event will either Party be liable or responsible to the other Party or be deemed to have defaulted
under or breached this Agreement,for any failure or delay in fulfilling or performing any term of this Agreement, (except for any
Page&
Public Sector SaaS Rev.U(Issued 02.02.2022)
obligations to make payments) when and to the extent such failure or delay in performing is due to, or arising out of, any
circumstances beyond such Party's control (a "Force Majeure Event"), including, without limitation, acts of God, strikes,
lockouts, war, riots, lightning, fire, storm, flood, explosion, interruption or delay in power supply, computer virus, governmental
laws,regulations, or shutdown, national or regional shortage of adequate power or telecommunications,or other restraints.
110.5. No Warm. No waiver, amendment or modification of this Agreement shall be effective unless in writing and signed by
the Parties.
10.6. Severability. If any provision of this Agreement is found to be contrary to law by a court of competent jurisdiction, such
provision shall be of no force or effect, but the remainder of this Agreement shall continue in full force and effect.
10.7. Survival. All provisions of this Agreement (including without limitation those pertaining to confidential information,
intellectual property ownership, and limitations of liability) that would reasonably be expected to survive expiration or early
termination of this Agreement will do so-
10.8, No Third-Party Beneficiaries. The Parties do not intend to confer any right or remedy on any third party under this
Agreement,
10.9. EgLkha e 07rd= You may issue a purchase order it required by Your company or entity and failure to do so does not
cancel any obligation You have to Us. If You do issue a purchase order, it will be for Your convenience only.You agree that the
terms and conditions of this Agreement shall control. Any terms or conditions included in a purchase order or similar document
You issue that conflict with the terms and conditions of this Agreement will not apply to or govern the transaction resulting from
Your purchase order.
10,10. Cata Processin Agreement. If applicable, the parties shall negotiate in good faith and enter into any further data
processing or transfer agreement, including any standard contractual clauses for transfers of data outside of the country where
the personal data originates, as may be required to comply with applicable laws, rules and regulations regarding the collection,
storage,transfer, use, retention and other processing of personal data.
10.11. Entire Aareement. This Agreement and Schedule A represent the entire understanding and agreement between the
Parties, and supersedes all other negotiations, proposals, understandings, and representations (written or oral)made by and
between You and Us. You acknowledge and agree that the terms of this Agreement are incorporated in,and are a part of,each
purchase order, change order,or Schedule related to our provision of Services. This Agreement prevails over any additional or
conflicting terms or conditions in any Customer purchase orders, online procurement terms, or other non-negotiated forms
relating to the Services or this Agreement hereto even if dated later than the effective date of this Agreement
Florida,Public,RpcQrds Law(Florida Statute 119.0701). Contractor must comply with Florida public records laws, including but
not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and
Contractor shalt allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other
.public record"materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and
made or received by the County and Contractor in conjunction with this contract and related to contract performance. The
County shall have the right to unilaterally cancel this contract upon violation of this provision by the Contractor. Failure of the
Contractor to abide by the terms of this provision shall be deemed a material breach of this contract and the County may
enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to
reimbursement of all, attorney's fees and costs associated with that proceeding. This provision shall survive any termination or
expiration of the contract. Nothing herein shall be construed to prevent the Contractor from seeking a protective order from a
court of competent jurisdiction to prevent the release of any records the Contractor considers confidential commercial
information,or trade secret material. Contractor shall be responsible for all costs incurred in its pursuit of a protective order.
The Contractor is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision
Contractor shall maintain all books, records, and documents directly pertinent to performance under this Agreement in
accordance with generally accepted accounting principles consistently applied. Each party to this Agreement and their
authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for
public records and auditing purposes during the term of the Agreement and for five (5) years following the termination of this
Agreement.If an auditor employed by the County or Clerk determines that monies paid to Contractor pursuant to this Agreement
were spent for purposes not authorized by this Agreement, the Contractor shall repay the monies together with interested
calculated pursuant to Section 55.03 the Florida Statutes, running from the date the monies were paid to Contractor.
Pursuant to F.S. 119.0701, Contractor and its subcontractors shall comply with all public records laws of the State of Florida,
including but not limited to:
a. Keep and maintain public records required by Monroe County in order to perform the service.
b. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested
records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided
in Florida Statutes, Chapter 119 or as otherwise provided by law,
c. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not
disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor
does not transfer the records to the public agency.
d, Upon completion of the contract,transfer,at no cost,to Monroe County all public records In possession of the contractor or
Page 7
Public Sector SaaS Rev-LJ(Issued 02,02.2022)
keep and maintain public records required by the public agency to perform the service. |f the contractor transfers all public
records to the public agency upon completion of the contract,the contractor shall destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure requirements, |f the contractor keeps and maintains public
records upon completion of the montnecf, the contractor shall meet all applicable /e4uix*mania for retaining public records. AK
records stored electronically must be provided to Monroe County, upon request from the public agency's custodian of records,
in a format that is compatible with the information technology systems of Monroe County.
If the contractor does not comply with the County's request for records, the County shall enforce the public records contract
provisions in accordance with the contract notwithstanding the County's option and right to unilaterally cancel this contract upon
violation of this provision by the Contractor. A Contractor who fails to provide the public records to the County or pursuant to a
valid public records request within a reasonable time may be subject to penalties under Section 119.10, Florida Statutes,
Contractor shall not transfer custody, na|eame, a|her, destroy, or otherwise dispose ofany public records unless orotherwise
provided in this provision oraa otherwise provided by law-
IF THECDNTRACT0RHAS QUESTIONS REGARDING THE APPLICATION DF CHAPTER 110, FLORIDA STATUTES, T0
THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN 0F PUBLIC RECORDS, BR1ANBRADLEY,AT(3O5)2S2'34T8. .c/o Monroe
County Attomey'aOffice, 1111 12m8t.' Suite 4U8. Key West FL33O4U The Contractor shall bm held harmless for any actions
tahenin0uU reliance on the Custodian's instructions.
10 12. ALesta&ions. Contractor agrees to execute such documents as the County reasonably nequime, indud)ng, but not
being limited to, a Public Entity Crime Statement, an Ethics Statement and a Vendor Certification Regarding Scrutinized
Companies.
1013. Right to Audit. Availability of Records, The records of the parties to this Agreement relating to the Project, which shall
include but not be limited tnaccounting eoon]o (hard uopy, as well aa computer readable data ifitcan be made available;
subcontract files(including proposals of successful and unsuccessful bidders,bid recaps,bidding instructions, bidders list,etc);
original estimates; estimating work sheets; correspondence; change order files(including documentation covering negotiated
settlements);backcharge logs and supporting documentation;general ledger entries detailing cash and trade discounts earned,
insurance rebates and dividends; any other supporting evidence deemed necessary by County or the Monroe County Office of
the Clerk of Court and Comptroller(hereinafter referred to as"County Clerk")to substantiate charges related to this agreement,
and all other agreements, sources of information and matters that may in County's or the County Clerk's reasonable judgment
have any bearing on o, pertain to any mamare, hghto, duties orobligations under orcovered by any contract document (all
foregoing hereinafter referred to as"Records")shall be open to inspection and subject to audit and/or reproduction byCuunty'o
representative and/or agents or the County C|edk. Notwithstanding any provision to the contrary, the Records obtained under
this section may contain Confidential Information and shall not be disclosed to any th6rd parties or�n response to a public records
request without first notifying Contractor and giving Contractor an opportunity to seek a protective order.. All records shall he
kept for five (5)years after Final Completion of the Project The County Clerk possesses the independent authority tnconduct
an audit nf Records,assets,and activities relating to this Project |f any auditor employed by the Monroe County or County Clerk
determines that monies paid to Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement
or were wrongfully retained by the Contractor,the Contractor shall repay the monies together with interest calculated pursuant
to Section 55.08. FS,, running form the date the monies were paid to Contractor The tight to audit provisions survives the
termination of expiration nf this Agreement.
10,14. E-Verify. Beginning January 1. 2021. in accordance with Seciion448O&5 Florida S\mtukya. the Contractor and any
subcontractor shall register with and shall utilize the US Department of Homeland Security's E'Wadfy system toverify the work
authorization status of all new UG, based employees hired by the Contractor during the term nf the Contract and shall expressly
require any subcontractors performing work or providing servicespursuant to the Contract Vm likewise utilize the US Department
o[Homeland Security's E'Warify system Uoverify the work authorization status of all new employees hired by the subcontractor
during the Contract term, Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract
with or subcontract with on unauthorized alien, The Contractor shall comply with and be subject to the provisions of Section
448.095 Florida Statutes-
Indemnification,
Subject h limitation ofliability provisions containedi this Agreement,or the limits
in the Contractor's available types and limits of insurance required under this Agreement, the Contactor does hereby consent
and agree to indemnify, defend and hold harmless the County, its Mayor, the Board of County Commissioners, appointed
Boards and Commissions, Officers, and the Employees, and any other agents, indwidually and collectively ("Inclemnitees"),
from all third-party fines,suits,claims,demands,actions,costs,obligations,attorney's fees,or liability of any kind arising out of
the sole negligent actions of the Contractor or substantial and unnecessary delay caused by the willful nonperformance of the
Contractor and shall be solely responsible for any and all accidents or injuries to persons or property arising out of its
performance of this contract- Further the Contractor agrees to defend and pay all legal costs of the County for claims or acts
attributable to the sole negligent act of the Contractor or any of the Contractor's employees or representatives, Nothing herein
shall be construed to require the Contractor to indemnify any Indemnitee for any claims (or portion thereof)that is caused by
the errors, acts, omissions,or wrongful acts of the Indemnitee. The Contractor's obligations under this Section are contingent
upon the Inclemnitee promptly giving written notice of any claim to the Contractor from which indemnification is sought, setting
forth the amount of the claim.The Indemnitee shall furnish to the Indemnifying Party, in reasonable detail,, such information as
it may have with respect to such claim (including copies of any summons, complaint or other pleading wh�ch may have been
served on it and any wntten claim, demand, �nvoice, billing or other document evidencing or asserting the same). The
Page
Contractor's acceptance of the defense of any claim under this Section shall not be deemed a waiver by the Contractor of any
defenses it may have to the indemnification requirements contained herein.
1015
At all times and for all purposes hereunder, the Contractor is an independent contractor and not an employee of the Board of
County Commissioners No statement contained in this agreement shall be construed so as to find the Contractor or any of
his/her employees,contractors,servants or agents to be employees of the Board of County Commissioners for Monroe County.
As an independent contractor the Contractor shall provide independent, professional judgment and comply with all federal,
state,and local statutes,ordinances, rules and regulations applicable to the services to be provided.
10 16 Non-Discrimination. Contractor and County agree that there will be no discrimination against any person, and it is
expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this
Agreement automatically terminates without any further action on the part of any party, effective the date of the court
order. Contractor agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to
nondiscrimination. These include but are not limited to: 1)Title VII of the Civil Rights Act of 1964 (PL 88-352)which prohibits
discrimination in employment on the basis of race, color, religion,sex or national origin;2)Title IX of the Education Amendment
of 1972, as amended (20 USC ss 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section
504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794)11 which prohibits discrimination on the basis of disability;4)
The Age Discrimination Act of 1975„as amended(42 USC ss 6101-6107)which prohibits discrimination on the basis of age; 5)
The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug
abuse,,6)The Comprehensive Alcohol Abuse and Alcoholism Prevention,Treatment and Rehabilitation Act of 1970(PL 91-616),
as amended,relating to nondiscrimination on the basis of alcohol abuse or alcoholism,7)The Public Health Service Act of 1912,
ss 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient
records,8)Title Vill of the Civil Rights Act of 1968(42 USC& 3601 et seq.), as amended, relating to nondiscrimination in the
sale,rental or financing of housings 9)The Americans with Disabilities Act of 1990(42 USC s, 12101 Note),as may be amended
from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article 11,which
prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or
expression, familial status or ages and 11)Any other nondiscrimination provisions in any Federal or state statutes which may
apply to the parties to,or the subject matter of,this Agreement,
1017 Insurariggs The Contractor shall obtain insurance as specified and maintain the required insurance at all times that
this Agreement is in effect, In the event the completion of the project(to include the work of others)is delayed or suspended as
a result of the Contractor's failure to purchase or maintain the required insurance,the Contractor shall indemnify the County from
any and all increased expenses resulting from such delay.
The coverage provided herein shall be provided by an insurer with an A.M. Best rating of VI or better,that is licensed to business
in the State of Florida and that has an agent for service of process within the State of Florida. The coverage shall contain an
endorsement providing sixty(60)days notice to the County prior to any cancellation of said coverage. Said coverage shall be
written by an insurer acceptable to the County and shall be in a form acceptable to the County.
Contractor shall obtain and maintain the following policies:
A. Workers' Compensation insurance as required by the State of Florida,sufficient to respond to Florida Statute 440.
B. Employers Liability Insurance with limits of$100,000 per Accident, $500,000 Disease, policy limits, $100,000 Disease
each employee.
C. Comprehensive Business Automobile and Vehicle Liability Insurance covering claims for injuries to members of the public
and/or damages to property of others arising from use of motor vehicles, including onsite and offsite operations, and
owned, hired or nonowned vehicles, with $200,000 per person, $300,000 per Occurrence, $200,000 Property Damage
or$300,000 combined single limit,
D. Commercial General Liability Insurance,including Personal Injury Liability, covering claims for injuries to members of the
public or damage to property of others arising out of any covered act or omission of the Contractor or any of its employees,
agents or subcontractors or subcontractors,including Premises and/or Operations, Products and Completed Operations,
Independent Contractors; Broad Form Prop"Damage and a Blanket Contractual Liability Endorsement with$300,000
per Person,$500,000 per Occurrence, $200,000 Property Damage or$500,000 Combined Single Limit,
E. An Occurrence Form policy is preferred. If coverage is changed to or provided on a Claims Made policy, its provisions
should include coverage for claims filed on or after the effective date of this contract. In addition, the period for which
claims may be reported must extend for a minimum of 48 months following the termination or expiration of this contract,
G. County shall be named as an additional insured with respect to Contractor's liabilities hereunder in insurance coverages
identified in Paragraphs C and D.
Page 9
Public Sector SaaS Rev,U(issued 02.02.2022)
H. Contractor shall require its subcontractors tobe adequately insured at least to the limits prescribed above, and to any
increased limits cf Contractor if so required by County during the term of this Agreement.County will not pay for increased
limits o(insurance for subcontractors
|. Contractor shalt provide to the County certificates of insurance or a copy of all insurance policies including those naming
the County as on additional insured. The County reserves the right to require a certified copy of such pu|)dma upon
request.
J. If the Contractor participates in a self-insurance fund,a Certificate of Insurance Will be required. |n addition,the Contractor
may be required to submit updated financial statements from the fund upon request from the County.
(remainder o(page intentionally left blank)
SPECIAL TERMS AND CONDITIONS
CALIFORNIA CONSUMER PRIVACY ACT
If We will be processing personal information subject to the California Consumer Privacy Act, sections 1798.100 to 1798.199,
Cal.Civ.Code(2018)as may be amended as well as all regulations promulgated thereunder from time to time("CCPA"),on
Your behalf in the course of the performance of the Services, then the terms 'California consumer,' "business purpose,"
.service provider,""sell"and"personal information"shall carry the meanings set forth in the CCPA.
CCPA Disclosures: To the extent the CCPA applies to our processing of any personal information pursuant to Your
instructons.in relation to this Agreement, the following also apply: (a)The Parties have read and understand the provisions
and requirements of the CCPA and shall comply with them� (b)It is the intent of the Parbes that the sharing or transferring of
personal information of California consumers from You to Us,during the course of our performance of this Agreement,does
not constitute selling of personal information as that term is defined in the CCPA,because You are not sharing or transferring
such data to Us for valuable consideration; (c)We will only use personal information for the specific purpose(s)of performing
the Services, including any Schedules within the direct business relationship with You.
SERVICE SPECIFIC TERMS AND CONDITIONS
A.Vector EHS Management Services
A. This Section A contains service specific terms and conditions that will apply only if You are purchasing Vector EHS
Management Services("EHS Services")in Schedule A.Otherwise,the following terms will not apply to You.
1. An'EHS Active Employee"is defined as Your employees, consultants, contractors, and agents who are contained in
the Vector EHS employee and contractor table with an active status. An employee may or may not be a Named User. For
EHS Services,You are allowed a Named User for each EHS Active Employee.
2. You will be able to activate or disable employees without incurring additional EHS Active Employee fees as long as the
total number of EHS Active Employees does not exceed the number of employees included in Scheduled A.
3, EHS Active Employees added after the Effective Date in Schedule A shall be billed at the full per employee fee. Such
additional EHS Active Employees shall become part of the Minimum Annual Commitment for subsequent years, on the
anniversary date of each contract year or upon renewals under the Agreement.
4. You agree to pay for the number of EHS Active Employees in the EHS Services in a given contract year.
5. Subject to the Minimum Annual Commitment, if any, set forth in Schedule A,annual fees for Your use of the Services will
be based upon the actual number of EHS Active Employees in a given contract year. Employees inactivated in a given
contract year will not count towards the total number of employees in the year following such inactivation, unless reactivated.
6. You acknowledge that certain transmissions You receive as part of the EHS Services may contain sensitive personal
information that You have provided.You understand that We do not control or own the data contained in such transmissions.
As such,You will be responsible for ensuring that the information is secured and preventing the transmission and/or disclosure
of such information to unauthorized recipient(s). In the event such information is disclosed to an unauthorized recipient(s),
You shall be responsible for notifying Your EHS Active Employee(s) whose infon-nabon may have been disclosed
Page
Public Sector SmwS Rev,U(Issued 0202'2022)
to the extent required by law. Both Parties further agree to handle such data in compliance with any applicable Federal, State,
or local laws or regulations. You shall also be responsible for any threatening, defamatory, obscene, offensive, or illegal
content or conduct of any of Your EHS Active Employees when using the Services.To the extent not prohibited by applicable
law, You shall indemnify,defend, and hold Us harmless against any claims that may arise as a result of these matters. Wth
respect to Your use of the EHS Services, You acknowledge that We are not a covered entity or business associate under
HIP AA.
B.Vector WorkSafe Services and Vector LiveSafe Services
This Section B. contains service specific terms and conditions that will apply if You are licensing or using Vector WorkSafe
Services, LiveSafe Essentials or Vector LiveSafe Services(collectively'LiveSafe Services") in Schedule A. Otherwise, the
following terms will not apply to You.
1. Authorized Users. Authorized Use (interchangeably may be referred to as "Named Users' means the employees,
contractors and/or consultants under Your control who You authorized to operate the LiveSafe Services.
2.Your Responsibilities.You shall: (i)not permit any person or entity,other than designated Authorized Users,to access the
LiveSafe Services;(ii)use commercially reasonable efforts to prevent unauthorized access to or use of the LiveSafe Services,
(iii) provide prompt written notice of any unauthorized access or use; and (iv) instruct Authorized Users to comply with all
applicable terms of this Agreement.
3,Your Data.You agree that We may only use data collected,extracted or received through Your use of the Services("Your
Data")in an anonymized and aggregated manner(without specifically identifying You,Your users or Your location(s))for the
sole purpose of reporting LiveSafe Services metrics,training and education about the LiveSafe Services, and improving the
LiveSafe Services(except as may be required by law, court order,or as needed to provide the Services to You). Your Data
shall not include any information collected, extracted, or received in response to the WorkSafe Integrated Health Survey.
Within thirty(30)business days following Your written request, and not more than four(4)times per year or upon termination
of this Agreement,We will provide to You a backup copy of Your Data in Our possession.
C.Vector Evaluations+Services.
This Section C.contains service specific terms and conditions that will apply only if You are purchasing Vector Evaluations+
Software as a Service in Schedule A, Otherwise,the following terms will not apply to You.
1. Access and Use. We will provide You a nonexclusive, non-transferable, revocable authorization to remotely access and
use the Vector Evaluations+Software as a Service:(j)on Our application server over the Internet, (ii)transmit data related to
Your use of the Service over the Internet,and(iii)download and use the Evals+mobile device application software(referred
to collectively as"Evals+Services").We will provide accounts for Your users on the application server for storage of data and
use of the Service. The number of Named Users, start of service, and duration,are as stated in Schedule A.
2. If Your active user accounts exceed the number of Named Users during the term of this Agreement,You agree to pay for
the additional Users,based on the per User fees in Schedule A. Adjusted fees will apply beginning on the month the number
of Named Users are exceeded and will be prorated for the remainder of the current 12-month period. You agree to pay for
the number of Users using or authorized to access the Services in a given contract year.
3. YpUr Qgntenj. You will be the owner of all content created and posted by You. You will also be the owner of all content
created and posted by Us on Your behalf,including but not limited to evaluation forms added to the system as part of support
services We provide.
4,Third-_ParbLContent,You are responsible for proper licensing of,and assuming liability for, copyrighted material which You
post on Our system, or is posted on the system by Us on Your behalf. This includes but is not limited to copyright protected
evaluation forms and other materials from third parties. If You upload third-party content to Our platform, such third-party
content providers are responsible for ensuring their content is accurate and compliant with national and international laws.
5. Effect of Termination. You will have thirty (30)days after the effective date of termination or expiration of this Agreement
to export Your data using the software tools provided,or to request Your data from Us. Form data will be available as exported
comma separated variable(CSV)files and as PDF files. Uploaded data files will be available in their original format.After the
thirty(30)day period,We have no obligation to maintain or provide data and may thereafter delete or destroy all copies of the
Your data, unless legally prohibited,
D.Vector ChgEkITTm.
Customer Obligations.Men purchasing Vector CheckITTM,You will identify stations,vehicles, drug safes, and other service
specific details,as may be applicable.
E. Y2gJ2r,LM§,png,§,2rv19g1 whighJn2lUft gq,22§s to the Shared Resource Feature.
Page 8
Public Sector SaaS Rev. U(Issued 02.02.2022)
---------------_ --------------------------- ---------------------..................................
If You choose to participate by uploading Your Information to the shared resource sections of our website, You hereby
authorizes Us to share any Intellectual property you own("User Generated Content')that Your Users upload to the shared
resources section of ourwebsite with our third-party customers and users that are unrelated to you("Our Other Customers");
provided that We must provide notice to Your users during the upload process that such User Generated Content will be
shared with Our Other Customers.
F.Casino Services.
When purchasing Casino Services,In addition to the Responsibilities and Restrictions in Section 2 of the General Terms and
Conditions above,the following shall apply to You:
You must request Our written approval for third party access to the Services or content. Your request for third-party access
shall include the third paiys names, company, and contact information. Upon Our request, You shall execute a written
agreement with the third party, securing for Us the rights provided In this Section, Section 4(Intellectual Property Rights),
and Special Section 1 (Confidentiality)prior to providing access to Our Software,Services or Content under this Agreement.
Use Restrictions.You shall not: (a)transmit or share the course content,with any persons other than authorized users(b)
provide or otherwise make available the course content In whole or In part,in any form to any person without Our prior written
consent; (c) transmit or share Identification or password codes to persons other than authorized users (d) permit the
identification or password codes to be cached In proxy servers,(e)permit access by individuals who are not authorized under
this Agreement,or(0 permit access to the software through a single identification or password code being made available
to multiple users on a network.
............................................I.,..,.............................................................................................____................................................................................................................................................................................__...............................................
The Parties have executed this Agreement by theilr authorized representatives as of the last date set forth below,
TargetSolutions, LLC d/b/a Vector Solutions Monroe County Board of County Commission
4890 W, Kennedy Blvd., Suite 300 1100 Simonton Street
Tampa, FL 33609 Key West,FL 33040
By: By:
Printed Name: Kevin Wilson
Printed Name:
Title:
Interim County Administrator
Date: Date: April 17, 2024
Approved as to N-Nn and kgal svfficsency
Momoe Courly Amnney's Offikc
Civ'is,61a Coq,.,Assistant Cowty Attorney
Page 9
Pubitc Sector SaaS Rev, U(issued 02.02.2022)
VECTSOL-01
DATE(MMID
CERTIFICATE OF LIABILITY INSURANCE 10/3112024
........... ....... .........................................................................................................
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
.............................. ...............................................................................................................................I.........................—..........................................................................................................................................................................................................................................................................................................................
IMPORTANT. If the certificate holder Is an ADDITIONAL INSURED,the pollcy(ios)must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on
this certificate does not confer ri! hts to the certificate holder In lieu of such endorsement s.
............................................................. .....................................f,,,T.............................. .................. -................................................................................................................ ...................................................................................
PRODUCER C NTACT Sarah Haldeman
PH ......................................
ONE Fax
Simkiss&Block
1041 Old Cassatt Road .............................................................................................................. .........
Berwyn,PA 19312 _&,m &.J .&S.,- shaldeman-------------------------&im-kisrs.-co.m.................. ----
__NAIC 0
L��EEQIIPIN.G C.O. V..E.-RAPE.................................................................---- .... . .............. .
...................................................... INSURER A:Valley._Eqrgg.insurance Co 20608
INSURED INSURER B:National Fire Insurance Co of Hartford �0478
.................. ......................................................................
RedVector.com LLC DBA Vector Solutions INSURER C:Continental Casualty�qq...................................................... 20443
...............l""I'll""I'll'll""II-1-�.............._ .................................................................—
4890 W.Kennedy Blvd.,Suite 300 INSURER D:Continental Insurance Co IMP...................................
Tampa,FL33609 -----------
AN�LPRERA:------------------......................1-1..................................................................................................... ........ ....................
---------------------------- -!N-sU-RER-F-;------------------------ ........................... ..... ...............................
COVERAGES CERTIFICATE NUMBER, REVISION NUMBER___
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATEID, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERI IRCATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCII USIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
.................-------------------------------------------------I — —----------------------------------------------------------------------------------------------------
TYPE OF IN SU AD
POLICY NUMBER POLICY EFF POLICY EXP LIMITS
........ .........................................................................R�................... ...................................................................... ......................................
A COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 1,000,000
... ....-.... .......................................................................
CLAIMS-MADE [X]OCCUR 7094868662 11/1/2024 11/112025 DAMAGE TO RENTED 1,000,000
15,000
PERSONAL&ACV INJURY $ 1,000,000
.............—
GEN1.AGGREGATE LIMIT APPILIES PER GENERAL AGGREGATE $ 2,000,000
POLICY -0C 2,0 0 0,0 0 0
�'IRODUCTS-COMPIOP AGG.............................................................................................
..........
OTIHER ...........$....................................................................................
COMBINED SINGLE LIMIT 1,000,000
AUTOMOBILE LIABILITY 01 $
..& - ................................................................. ......................
ANYAL110 7094868645 1111/2024 11/112025
...........
OWNED $CHEOULED
AU10S ONLY AUTOS
................ ......
X. ....... I 1`-11A RONLY XND1 .-
............ .
....P......R.....O......P......E......R..........Y........D.....A......M......A......G......E
................................................................................................................ .......................................... 10,0OO,ODD
,000,....C.. .UMBRELLA LIAR or EACH OCCURRENCE $
... - ..........................................................
EXCESSLAO F7094868659 11/112024 1111/2025 AGGREGATE 10,000,000
. ...........................................
................................................................................................
VTIONS10,000
.............D WORKERS COMPE'N'S'AT'I'ON......................................................................
YERS'LIABILITY U TY OTH-
AND EMPLOPER -----------------------------------------
YIN 7094868676 11/1/2024 1111/2025 1,000,000
ANI,IPR(,'JPRI'ETORIF'Ak?�Tlll,uER]EXECUTfVE M EL EACH ACCIDENT S
K.1.1�ERIMJM�V EXCLUC NIA 1,000,000
story n I Et I DISEAg--,' S
01,En,desc,Mv uir4er 1,000,000
'§ j_R.C;
DIISEASI�,'�� 11101ACY UMIT
..........
Claim/Aggregate
C Professional E&O 817110535 111112024 fiiiii'65 ; 5,000,000
................................................. ...............
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 161,Additional Remarks Schedule,In be attached if more space Is requiradt
Automatic additional insured and waiver of subrogation applies in favor of Monroe ma Board of County Commission if required by written contract,
subject to terms,conditions,and exclusions of the policies,per attached blanket endorsement forms. Umbrella Liability applies excess of General Liability,
Auto Liability and Employers Liability.
....................................................................................................................................................................................................................................................................... ........
CiEll:k"I'lFICATE H110III-11DER CANCELLATiON
................................11-1-1............................................................. ............----------------------------------------------------........................--..............................................................................................................................................................
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE C,kiNrELLED BEIITOIRI.:�'
THE EXPIRATION DATE TWEREOF, NOTICE 'VOLL BE DELIVERED IN
Monroe County Board of Coul-q!Ir CoinfornIssion ACCORDANCE WITH THE POLICY
1100 Simonton Street
Key West,FL 33040 ....................................................--------------
AU rHORIZED REPRESENTATIVE
.................................................................I........................ ................. C. ............
ACORD,25(2016103) @ 1988-2016 ACORD CORPORATION. Ali rights reserved.
The,AICIDRD narne and Iliogio are registered ninarks of ACORD
Docusign Envelope ID:87508350-0224-405B-A14A-7B72404EB04C
OFFICER'S CERTIFICATE
January 9,2025
This OFFICER'S CERTIFICATE is delivered to Monroe County, Florida, to clarify and declare
signatory authority for company members of TargetSolutions Learning, LLC.
The undersigned, Jason M. Brady,does hereby certify as follows:
1. He is the duty elected, qualified and acting Secretary of Thunder Holdings GP, LL-C.
1 He is the Chief Legal and Compliance Officer for the Vector Group.
3, The Vector Group is a consolidated group of 38 companies. Thunder Holdings GP, LLC
is the ultimate parent company of the Vector Group. TargetSolutions Learning, LLC (TSL) is a member
of the Vector Group.
4. As Secretary of Thunder Holdings GP, LLC and the Chief Legal and Compliance Officer
for the Vector Group, he is an authorized signatory for TSL with full authority to act on behalf of and to
bind TSL.
5. Additionally, as Secretary of Thunder Holdings GP, LLC and the Chief Legal and
Compliance Officer for the Vector Group, he verifies that Mark Fung, Vice President of Customer
Success, has been granted the legal authority to bind TSL to the agreed upon covenants, terms and
conditions contained in the services agreement with the Monroe County, Florida.
[REMAINDER OF PAGE INTENTIONALLi,LEFT BLANK]
Docusign Envelope ID:87608350-0224-405B-A14A-7B72404EB04C
IN WITNESS WHEREOF,the undersigned, in his above-stated capacities, and not individually, has
executed this OFFICER'S CERTIFICATE as of the date first written above.
�oocusgneebr
By:
Name: Jason A Brady
Secretary,Thunder Holdings GP, LLC
Chief Legal and Compliance Officer,
the Vector Group
Odocusign
Certificate Of Completion
Envelope Id:87508350-0224-405B-A14A-7B72404EB04C Status:Completed
Subject:Complete with Docusign:2025 01 09 Officer's Certificate for Target,,MonroeCounly doc
Source Envelope:
Document Pages:2 Signatures: 1 Envelope Originator
Certificate Pages:2 Initiais:0 Roger Pickles
AutoNav: Enabled 101 W.Kirkwood Ave
Envelopeld Stamping Enabled Suite 200
Time Zone:(UTC-08:00)Pacific Time(US&Canada) Bloomington,IN 47404
roger,pickles@vectorsolutions cam
IP Address 75.206.157 122
Record Tracking
Status Original Holder:Roger Pickles Location:DocuSign
11912025 11:27A7 AM roger,pickles@vectorsolutions.com
Signer Events Signature Timestamp
Jason M,Brady , Sent 1/912025 11:29:49 AM
Jason.brady@vectorsolutions,com Viewed: 1/9/2025 12:18:36 PM
EVP,CLCO [—N.MTRIOE DMM 8 Signed:1/912025 12 18:51 PM
Security Level Email,Account Authentication
(None) Signature Adoption Pre-selected Style
Using IP Address;47 185 113,180
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Roger Pickles Sent: 1/9/2025 11:29 50 AM
roger.pickles@vectorsolutions.com COPIED Resent: 11912025 12,18,53 PM
Attorney
Roger Pickles,Esq.
Security Levei:Email,Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 1/9/2025 11:29:50 AM
Certified Delivered Security Checked 1/912025 12 18:36 PM
Signing Complete Security Checked 1/9/2025 12:18:51 PM
Completed Security Checked 119/2025 12 18:51 PM
Payment Events Status Timestamps