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Home My WebLink About05/09/2025 Agreement Monroe County Purchasing Policy and Procedures ATTACHMENT WS COUNTY ADMINISTRATOR CONTRACT.SUMMARY FORM FOR CONTRACTS $100,000.00 and Under Pediatric,Emergency Standard, Inc., contractg Effective Date: 10.31.2024 Expiration Date: 1031:2°25 Contract Purpose/Description: Annual access to Handtevy Mobile,Medication Management Software,including unlimited Clinical Updates,and Clinical and Technical Support at a cost of$6,536.2$for Year 1: This software'is used to advance the quality,of pediatdc emergency medical care to sick and injured children.,The optional Year 2 fenewal'cosi is$6,863.06(5%uplift)and the optional Year 3 renewal costly$7 206,21 (5%n uplift). Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: Cfiefl'Tambc'rski 305„289,6088' MkFR/Stop 14A CONTRACT COSTS Total Dollar Value of Contract: $ 6,536.25 Current Year Portion: $ 536 25' (must be$100,000.00 or less) (If multiyear agreement then requires BOCC approval,unless the �0r d a iiun iliiull�r� iko ililorunui its pdviv dydydy dydy aio Ilk ,�,) Budgeted? Yes❑✓ No� Grant: $N/A County Match: $ N/A Fund/Cost Center/Spend Cate o : 101/11001 141i11500(80%);404/63100{5%),SC,,00os4 ADDITIONAL COSTS Estimated Ongoing Costs: $b8 dyr For: Renewable per Exhibit A(for 2 more 1-yr terms via annual invoicing) (Not included in dollar value above) (e.g. maintenance,utilities,janitorial,salaries, etc.) Insurance Required: YES 0 NO ❑ CONTRACT REVIEW Reviewer Date In R.L.Colina Digitally signed by R.L.Colina Department Head Signature: Date:2025.05.05 09:45:34-04'00' Digitallysigned by Eve M.Lewis County Attorney Signature: Eve M. Lewis Date:2025.05.07 17:07:3-04'00' Gaelan P Jones Digitally signed byGaelanPJones Risk Management Signature: Date:2025.05.071507:43-04'00' Purchasing Signature: Lisa Abreu DigitDateallysignedby Lisa Abreu :2025.05.08 09:53:03-04'00' John Quinn Digitally signed by John Quinn OMB Signature: Date:2025.05.08 11:0149-04'00' Comments: Revised BOCC 4/19/2023 Page 84 of 105 AGREEMENT between MONROE COUNTY,FL and PEDIATRIC EMERGENCY STANDARDS INC. for Medication Management Software & Clinical and Technical Support THIS AGREEMENT is made and entered into this 9th day of May 2025, and retroactively effective to October 31,2024,by and between Monroe County,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 (the "County"), and PEDIATRIC EMERGENCY STANDARDS INC., a Florida Corporation, d/b/a Handtevy, 11860 State 84, Suite B1, Davie,FL 33330(the"Contractor")to provide Monroe County Emergency Services with access to Handtevy Mobile(an application)and other software and services, as more fully described herein. Now therefore, in exchange for good and sufficient consideration,the parties hereby agree to the following terms and conditions: 1) The Contract Documents. This Agreement supersedes and replaces, in all respects, all prior agreements including, but not limited to, the evergreen documents between the parties. This Agreement is the current and effectual understanding of the parties, and the contract documents consist of. this Agreement, and the Handtevy Quote (Quote Number: Q-17403," attached hereto as "Exhibit A." In the event of a conflict between the aforementioned documents, this Agreement and any duly executed amendment to this Agreement will control, then "Exhibit A," in that order. 2) The Work/Services.The Contractor must perform all work and provide all services to the County required by this Agreement,and as set forth in"Exhibits A."Any references therein to linked terms and conditions arc null and void. Contractor must comply with any and all Federal, State, and local laws and regulations now in effect, or hereinafter enacted during the term of this Agreement, which are applicable to the Contractor, its employees, agents or subcontractors, if any,with respect to the work and services described herein.Contractor shall maintain throughout the term of this Agreement, appropriate licenses. 3) Contract Amount. Contractor will perform contract requirements with pricing as listed in "Exhibit A" and will annually invoice the County. Invoices will be processed and paid within thirty(30)business days so long as they are acceptable to the Monroe County Office of Clerk and Comptroller(County Clerk). Acceptability to the County Clerk is based upon generally accepted accounting principles and such laws,rules and regulations as may govern the disbursal of funds by the County Clerk. To the extent that purchases made hereunder exceed the total value of $100,000, prior written approval of the Board of County Commissioners shall be obtained. County is exempt from payment of Florida State Sales and Use taxes. 4) 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. 5) Contract Term. The initial contract period is for one (1)year commencing on October 31, 2024 (retroactively effective), with the option to renew under the same Page 1 of 9 terms and conditions for two (2) one (1) year(renewal terms with a five percent (5%) increase for each of the one (1) year renewal terms. An extension or renewal may be accomplished through administrative approval memorialized by written consent of authorized representatives of the respective parties. Annual invoices must be consistent with the pricing provided herein, and in accordance with any annual increase expressly authorized in the exhibits (if any). Additional services and products above and beyond what is authorized in the exhibit may only be purchased through a duly executed amendment to this Agreement. 6) Independent Contractor. This Agreement does not create an employee/employer 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. 7) 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. 8) Termination a) Termination for Cause and Remedies: In the event that Contractor is found to be negligent in any aspect of service or Contractor is in breach of any contract terms, the County retains the right 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, located at Section 2-721 et al. of the Monroe County Code. b) Termination for Convenience: The County may terminate this Agreement for convenience, at any time, upon ninety (90) days' written notice to Contractor. If the County terminates this Agreement with the Contractor, County shall be refunded for the portion of the prepaid year not serviced by Contractor, on a prorated per them basis as of the appointed termination date. 9) Insurance Requirements. Contractor shall obtain and maintain at its own expense insurance coverages as deemed necessary by the Monroe County Risk Manager prior to commencing service under this Agreement, and maintain such coverage throughout the to of the Agreement. 10) Indemnification &Hold Harmless a) The parties agree that one percent (1%) of the total compensation paid to Contractor for the work or services under this Agreement constitutes specific consideration to Contractor for the indemnification to be provided under the Agreement. Subject to the Contractor's Limitation of Liability contained in Exhibit A, the Contractor shall defend, indemnify, and hold the County, and the County's elected and appointed officers and employees, ha less 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 by reason of, or in connection with: (A) any activity of the Contractor or any of its employees, agents, contractors or other invitees during the term of this Agreement; (B) 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 Page 2 of 9 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 sole negligent acts or omissions of the County or any of its employees, agents, contractors or invitees (other than the Contractor). b) Furthermore, subject to the Contractor's Limitation of Liability contained in Exhibit A, Contractor agrees to defend, indemnify and hold harmless the County, its elected and appointed officials, employees, and agents from all such claims, fees, royalties, or costs for its use of any patent, trademark, or copyrighted materials, and any suits or actions of any name that may be brought against the County, its elected and appointed officials, employees, and agents for the infringement of any patents,trademarks or copyrights claimed by any person,firm, or corporation. 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. 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. 11) 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. And specifically in the context of data breaches that involve Protected Health Information pursuant to Health Insurance Portability and Accountability Act (HIPAA), Contractor must comply with all requirements of the Health Information Technology for Economic and Clinical Health Act (HITECH),- Section 105 of Title I of the Genetic Information Nondiscrimination Act of 2008 (GINA); and 45 C.F.R. Parts 160, 162 and 164 and Final Omnibus Rule eff. March 26, 2013). 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. 12) 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(2)(a),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, orreplies on leases of real property to a public entity; may not be awarded or perform work as a contractor,supplier,subcontractor,or consultant under a contract with any public entity-, and may not transact business with any public entity," 13) Prohibition on Conflict of Interest, Gratuities, Kickbacks, and Collusion. The statements contained in this paragraph are true and correct, and made with the full Page 3 oC9 knowledge that Monroe County relies upon the truth of the statements contained herein in awarding the contract for this Project. 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 connection with any decision, approval, disapproval,recommendation, preparation of any part of the Project or 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 under 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 Project. 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. 14) 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. 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. 16) Choice of Law 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 Pa'ee 4 oC9 States Bankruptcy Court for the Southem District of Florida,whenever applicable. 17) Public Records. County is a public agency subject to Chapter 119, Florida Statutes, as amended ftom 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 the 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 AGREEMENT, CONTACT THE COUNTY'S CUSTODIAN OF PUBLIC RECORDS AT PHONE NO. 305-292-34701 PUBLIC RECORDSgMONROECOUNTY-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. 18) Public Entity Crimes Statement. Pursuant to Section 287.133(2)(a), Florida Statutes, as amended from time to time, Contractor hereby certifies that neither it nor its affiliate(s) have been placed on the convicted vendor list following a conviction for a public entity crime. If placed on that list, Contractor agrees: to immediately notify 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 of real property to a public entity-, it may not be awarded or PCTfon-n work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and, it may not transact business with any public entity in excess of the threshold amount provided in Section 287.0 17,Florida Statutes, for Category TWO ($35,000),as may be amended, for a period of thirty-six(36)months from the date of being placed on the convicted vendor list. Page 5 oF9 19) Foreign Gifts and Contracts.The Contractor must comply with any applicable disclosure requirements in Section 286.101, Florida Statutes. Pursuant to Section 286.101(7)(b), Florida Statutes: "In addition to any fine assessed under[§286.101(7)(a),Florida Statutes], a final order determining a third or subsequent violation by an entity other than a state agency or political subdivision must automatically disqualify the entity from eligibility for any grant or contract funded by a state agency or any political subdivision until such ineligibility is lifted by the Administration Commission [Governor and Cabinet per §14.202,Florida Statutes] for good cause." 20) Scrutinized Companies and Countries of Concern per Sections 287.135, 215.473, & 287.138, Florida Statutes. Contractor hereby certifies that it: a) has not been placed on the Scrutinized Companies that Boycott Israel List, nor is engaged in a boycott of Israel; b)has not been placed on the Scrutinized Companies with Activities in Sudan List nor the Scrutinized Companies with Activities in the Iran Terrorism Sectors List(formerly the Iran Petroleum Energy Sector List);and c)has not been engaged in business operations in Cuba or Syria. If County determines that Contractor has falsely certified facts under this paragraph,or if Contractor is found to have been placed on a list created pursuant to Section 215.473, Florida Statutes, as amended, or is engaged in a boycott of Israel after the execution of this Agreement, County will have all rights and remedies to terminate this Agreement consistent with Section 287.135, Florida Statutes, as amended. The County reserves all rights to waive certain requirements of this paragraph on a case-by-case exception basis pursuant to Section 287.135, Florida Statutes, as amended. Beginning January 1, 2024, the County must not enter into a contract that grants access to an individual's personal identifying information to any Foreign Country of Concern such as: People's Republic of China, the Russian Federation, the Islamic Republic of Iran, the Democratic People's Republic of Korea, the Republic of Cuba, the Venezuelan regime of Nicolas Maduro, or the Syrian Arab Republic, 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 (2)(a)-(c) 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 (2)(a)-(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. PEDIATRIC EMERGENCY STANDARDS, INC. is not owned by the government of a Foreign Country of Concern, 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. I Printed Name: Title: Srignaturc- Date- n/ 21) Noncoercive Condutt 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 doe-, not use coercion for labor or services in accordance with Section 787.06, Page 6 of 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. 22) Nondiscrimination.The Contractor and County agree that there will be no discrimination against any person, and it is expressly understood that upon a detennination 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. 1691-1683, and 1695-1696), which prohibits discrimination on the basis of sex;3)Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of disability; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age-, 5) The Drug Abuse Office and Treatment Act of 1972(PL 92-255),as amended,relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ec-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article 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-, 11)The Pregnant Workers Fairness Act(PWFA) pursuant to 42 U.S.C. 2000gg et scq.; and 12)Any other non discrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 23) 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/subconsultants/subcontractors) assigned by Contractor to perforrn 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 to 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 Page 7 of 9 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 (1) 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. 24) 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. 25) 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 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 work, may not submit a bid, proposal, or reply on new leases of real property to a public entity;may not be awarded 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. 26) Merger; Amendment; Interpretation; Joint Preparation. This Agreement, including Exhibit A, constitutes the entire Agreement between the Contractor and the County, and negotiations and oral understandings between the parties are merged herein. This Agreement can be supplemented and/or amended only by a written document executed by both the Contractor and authorized designees of the County. The titles and headings contained in this Agreement are for reference purposes only and will not in any way affect the meaning or interpretation of this Agreement. It is acknowledged that each party to this Agreement had the opportunity to be represented by counsel in the preparation of this Agreement and accordingly the rule that a contract will be interpreted strictly against the party preparing same does not apply herein due to the joint contributions of both parties, 27) 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 hereof or affecting the validity or enforceability of such 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. Page 9 of 9 28) 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 WHEREOF, County, signing through its authorized representative, and Contractor, through its authorized representative, have made and formed this Agreement that is retroactive to October 31, 2024. CONTRACTOR: PEDIATRIC EMERGENCY STANDARDS,INC. By. .......... Signat;e Date ............................ Print Na Title STATE OF COUNTY OF,-i The foregoing instrument was swom to/affirmed and acknowledged before me by tirris of[Vphysical presence or 0 online notarization, this_�__day of 'r12 ....................- 20 ZS by President/Director/VP of Pediatric Emergency Standards, Inc,,dlb/a I �u a orporation. He/She is personally known to me/or has produced ....... (type of identification)as identification. ............. ....... gn�aiul —7 i -e of Notary Public XPHfl:S NOV 02,P025 ................................ I jfj� �5J'Jrj" (Print& Stamp Commissioned Name of Notary Public) BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA and BOARD OF GOVERNORS FOR THE FIRE AND AMBULANCE DISTRICT 1, MONROE COUNTY,FLORIDA: Digitally signed by Christine Christine Hurley Hurley BV: Date:2025.05.09 09:07:49-04'00' Christine Hurley,—County Administrator Date Approved as to legal form&sufficiency: Digitally 119-d by E-M. Eve M. LewisDate-2025.05.0717-04-,S -04'00' .......... Eve M. Lewis,Assistant County Attorney Page 9 of 9 "'EXHIBIT " 'i handtevy Quote Company Info: Pediatric Emergency Standards, Inc. Expiration Date: 11/1/2025 11860 State Rd 84 Suite 131 Quote Number: Q-17403 Davie, FL 33325 Phone: (954)944-1114 FAX: (954)653-3792 Account Name: Monroe County Fire Rescue Client Contact: Zully Hemeyer Account#: 101167 Account Rep: Aliza Blochov Bill To: 1100 Simonton St Ship To: 490 63rd St Suite 2-213 Suite 160 Key West, Florida 33040 Marathon, Florida 33050 Product Description Quantity List Price Unit Price Total Code HMARPC Annual access to Handtevy Mobile,Access 1 $6,536.25 $6,536.25 '$6,536.25 to Medication Management Software, Unlimited Updates Included,Clinical and Technical support(Year 1) HMARPC Annual access to Handtevy Mobile,Access 1 $6,863.06 $6,863.06 to Medication Management Software, Unlimited Updates Included, Clinical and Technical support(Year 2)—5%Uplift HMARPC Annual access to Handtevy Mobile,Access 1 $7,206.21 $7,206.21 to Medication Management Software, Unlimited Updates Included,Clinical and Technical support(Year 3)—5%Uplift Total Year 1 Price $$6,536.25 Tax $0.00 Shipping and Handling $0.00 Total Year 1 $6,536.25 To place an order, please email or fax a copy of the signed Quote and Purchase Order to:Info0HandtevvSom or(954)944-1114. PES requires execution of a Purchase Order for all sales above$5,000 before applicable freight and taxes.The undersigned,on behalf of Customer, represents that he or she has the authority to sign this Quote and/or Purchase Order, and is bound hereby and agrees to the terms,conditions and pricing denoted and attached. Taxes,shipping and handling fees are estimates only and are subject to change at the time of order. Customer may provide PES with a tax exemption certificate,if applicable. It is our customers responsibility to provide the most up-to-date and accurate protocol set.Additional fees will apply in the event a protocol set was submitted in error once customization has been initiated. Page 1 of 1 ............... PEDIATRIC EMERGENCY STANDARDS,INC. TERMS AND CONDITIONS 1. DEFINITIONS. The Quote,these Terms and Conditions,and the Purchase updating of the Customized Offerings when Customer or its medical staff, Order or the signed Quote and these Terms and Conditions shall constitute employees and/or contractors make modifications to Customer's Protocols, an agreement of the parties and be collectively referred in as the c Customer agrees that any improvements or modifications to the PES Offerings shall belong to PES. Customer hereby grants, b. shall be identified as such on the Quote, transfers and assigns(and agrees to grant,transfer and assign)to PES any and all ofC'ustomer's right,title and interest in and to such improvements c Lasli Uil!Lr.Illa means data entered by Customer relating to its patients " or modifications.PES shall not be restricted in any manner in its use ofany .1i " that is entered into or transmitted through the PES Apps, intellectual property created by it hereunder for Customer.The foregoing d "Cu,struner Pivion)IN" means the medical practices. protocols, and grant,transfer and assignment(and agreement to grant,transfer and assign) I.................. _ - guidelines adopted or used by Customer for patient care,including all drug also applies to any enhancement or improvement recommended orally or concentrations,drug dosages,equipment sizes,and other practices adopted in writing by Customer to PES. by Customer,formally or informally,from time to time. ol, The foregoing license does not include the right to, and e u or(� golnv4 -means changes to the PES Apps created Custom.er has no right to (i) decompile, reverse engineer,disassemble, by PES at Customer's request and for Customer's benefit in order for print, m.copy or display the PES Offerings in whole or in pan or otherwise Customer to operate the PES Apps in a manner consistent with Customer's reduce the PES Apps to a human perceivable form in whole or in part;(6) Protocols. publish,release,rent,lease,sublicense,loan,sell,distribute or transfer all means the PIES Offerings that have been approved or any portion of the PES Offerings to another person or entity;(61)use or by Customer after Customization reproduce the PES Offerings for the use or benefit of anyone other than in g "k&lUivc Date" means the date Customer delivers a signed Purchase connection with Customer's business enterprise;(iv)alter,modify orcreate Order to PES derivative works of the PES Offerings in whole or in part;(V)use or permit means the thirteen (13)month period commencing o It "Iraflal Tqq ", ,1� n the the use of the PES Offerings for commercial time-sharing arrangements or Effective Date- providing service bureau,data processing,rental,or other services to any i "PES"means Pediatric Emergency Standards,Inc, third party,or(vi)use the PES Offerings or any part or aspect thereof for "PESApps" means the software application(s) licensed Ir% Customer any unlawful purpose or to mislead or harass anyone.Use of or access to pursuant in this Agreement as referenced on the Quote the PES Offerings in violation ofthe terms hereofis strictly prohibited.The k "TIES Maicxiat "means an} durable goods provided bN PFS to Customer rights granted Customer hereunder do not constitute a sale of any PES as identified in the Quote. Offerings. PES retains all right, title, and interest in and to the PES The PES Apps,the PES Materials,and the PES Services Offerings, including without limitation all software used to provide the are sometimes collectively referred to as the PES Apps(and access via the SaaS),all graphics.user interfaces,logos and in s"means professional services provided by PES to Customer , _5Mi �, trademarks reproduced duoueb the SaaS,and all goodwill associated with as identified in the Quote, which may include Customisation,education an} of the foregoing, except to the limited extent of Customer*s license and training courses,and other support services during the Term as set forth herein_Customer's permission to access or use n, JP_yLgLa _Q(0gr" means a document signed by Customer mdencin-, the I1l:S Offerings may be limited or suspended immediately if, in PES's acceptance of the Quote. discretion.this Section or any other provision of this Agreement has been 0, "Quo means an offer by PES to provide certain PES Offerings at a price violated by Customer or any of its Users Customer agrees that a violation and on terms set forth therein and in these Terms and Conditions.These of this Section will cause PIES irreparable and immediate harm,and that Terms and Conditions are incorporated into the Quote. PES is entitled to injunctive relief to prevent such violation. Customer p means a twelve (12) month period commencing on an recognizes that the PES Offerings are protected by copyright and other anniversary of the Subscription Start Date in the event that Customer elects laws, to renew this Agreement pursuant to Section 7(a)below. 1 FEES. q '-SaaS"means software-as-a-service, a Fees Throughout the Tenn, Customer shall pay PES the fees and other DoW,' means the date that is (i) thirty(30)dais after amounts (collectively, "Fees") for the PES Offerings as set forth in the the Effective Date,or(ii)such earlier date as agreed to in writing by PES Quote. Certain amounts set forth in the Quote,such as applicable taxes, and Customer. duties,and shipping and handling lees for PES Materials,are estimates and S, The "Term" shall begin on the Effective Date and continue until this may be subject to final pricing at the time of delivery If applicable to Agreement is terminated or not renewed by eitherparty in accordance with Customer's business. Customer may provide PES with a tax exemption Section 7 below, certificate t "lJser-means any individual that is an employee of or is or works for a b, Pa_yrnem. In the case of PES Apps. Fees shall be due in full on the contractor of Customer and that uses PES Offerings, whether authorized Subscription Start Date and each anniversary thereof. In the case of by Customer to do so or not Courses,payment must be made IN FULL at least twenty-tour(24)hours 2. LICENSE. prior to the course start time In all other cases,Fees are due within thirty a Subject to the terms of this Agreement,beginning on the (30) days of invoice. Effective Date and during the Term,PES grants Customer a personal,non- c Swpeivsion ofSgLeiKv,..,, PES may suspend Customer's access to and use of exclusive license to access and use the PIES Offerings.With respect to PES the PES Offerings if Customer fails to timely remit payment or is otherwise Apps,such license shall be in object code form only in material default hereunder Any notices of defauIL'termination and s b Clinical guidelines and related clinical conteritconLarned in suspen ion may be combined the PES Offerings must be approved by Customer pursuant to the d, Diseourus.Items or services listed at no charge on a Quote are included as Customization process prior to use in connection with patient care. part of a package discount or a subscription offering, Customer is Between die Effective Date and the Subscription Start Date is a thirty(30) responsible for appropriately allocating the discount extended on package day grace period during which Customer shall complete the Customization pricing when fulfilling any reporting obligations, process. Both PIES and Customer will make reasonable efforts to ensure Jric r�jL �S App�, Fees for PES Apps may increase by up to that Customer is"live"on the PES Apps as quickly,as possible,however, e I,cC _ -(orff in no event will the Subscription Start Date be modified for implementation eight percent(V'o)each year,in the sole discretion of PES Customer will delays due to Customer Customer shall have an ongoing obligation to be notified of any Fee increase at least thirty(30)days prior to the end of monitor and update the Customized OfTerings to ensure consistency with the Initial Tenn or Renewal Tenn,as applicable. Customer's Protocols, as Customer's Protocols min, evolve over time f 1. Blwtor PFS Scrvice�, PES may institute Fee Customer shall submit a written request to PES for prompt revision and increases for PES Materials aneVor PES Services without notice to its I customers Any such Fee increases would not be retroactively applied. during the month for any reason other than Scheduled Downtime (as defined below)or as a result ofthe Permitted Exclusions(as defined below) g _LN, Fees payable to PES are exclusive of all foreign,federal, ([he hours calculated will only include those hours that the such PES Apps state,and local axes,including,without limitation,applicable sales,use, would typically be in use).if any material portion of the total functionality duty, customs, withholding, property, value-added. or similar sales-like of the PES Apps(s)is unavailable for operational use,the PES App(s)will taxes,tax-like charges,fees and liabilities,and credit card processing fees be considered down from the time that Customer notifies PES that a PES (but not including taxes based an PES's income)("Exxes and lFees").all of App(s)is non-functional and the time that such PES App(s)is serviced and which shall be the responsibility of Customer.To the extent permitted by made available for use. A minimum of ninety-nine percent (99%) applicable law, Customer is responsible for and will remit (or will performance is based on the network hardware being operational, reimburse PES upon PESs request)such'Faxes and Fees as may be paid APES App will be not considered down ifthe reason for the unavailability by PFS on Customer's behalf is a result of:(i)Scheduled Downtime or(6)a Permitted Exclusion h A IL)rqpijs iish off4uds,If Customer is a city,county or other government it - , If the SLA is not met in any calendar month (other than as a result of entity, the parties agree that Customer may terminate the PES Apps and Scheduled Downtime or a Permitted Exclusion), PES shall provide FES Services at the end of the Customer's fiscal term for a failure by Customer's governinp body to appropriate sufficient funds to enable Customer,as its sole and exclusive remedy,a credit equal to two percent (2%)of the prorated monthly Fee for the month that the PES App(s)was Customer to acquire the PES Apps and or PES Services for the next fiscal unavailable(the plus an additional one percent year. Notwithstanding the foregoing, this provision shall not excuse (I%)ofthe Prorated Monthly Fee for each one percent(I%)that applicable Customer From past payment obligations or other Fees earned and unpaid Uptime is less than 99%,up to an aggregate maximum credit six percent as of the end of such Customer's fiscal term Moreover.Customer agrees (6%)of the Prorated Monthly Fee, PES shall calculate Uptime arid any to provide PES with reasonable documentation evidencing such non- service level downtime using its system logs and other records, appropriation of funds. i. Blurd Pa Rqy�qj, If a third party pays some or all Fees on behalf of C, If PES determines that it must intentionally My interrupt the PES Apps or that there is a potential for the PES Apps to Customer ("TItiro submit a J10 _Parf�y �bygt), the Third Party Payer must Purchase Order directly.Customer shall immediately pay(and shall remain be interrupted to conduct system maintenance (collectively, 11-10 jointly and severally liable)for payment if the Third party Payer does not (lownwylg"), PES will use good-faith efforts to notify Customer of'such timely pay the Fees Scheduled Downtime at least forty-eight(48)hours in advance,and will use commercially reasonable efforts to ensure that Scheduled Downtime i Uptc Fags.In the event that any Fees are not paid within thirty(30)days of occurs during the hours of 12:00 am to 6:00 a.m. Central Time, when due,such overdue amounts may,in the sole discretion of PES and to d Purr Notwithstanding any other provision of this the extent permitted by applicable law,accrue interest until paid in full at a rate equal to the lesser of(i)one and one-half(1 5%)percent per month, Agreement to the contrary,performance issues resulting from any of the or (ii)the maximum legal rate Customer's payment will not waive or following shall be considered a Lif for purposes of the extend any obligation of Customer to make ongoing payments,as and when SLA: (i)any force majeure or other event caused by factors outside of due PES's reasonable control:(i i)any actions or inactions of Customer or any third parties: (iii) any third party or Customer-provided network, k. Audi) PES ma,, reasonably audit Customer's use of the PES hardware,device or equipment failure; or(,iv)general Internet operations JFRmings and charge Customer higher Fee if Customer's usage includes problems. PES shall only be responsible for hardware and software upon facilities, Users, patient populations, or services beyond the scope which its PES Apps are hosted and its internet service provider up to the cleten-mined in development of the Quote. point its internet service provider connects with the public infemet I St letlient"fl y Customer-provided network hardware support (i.e, fileservers, it�iLuj,±fyirpha�,e Orders, PES and Customer may workstations,hubs,routers,etc)is the responsibility ofCustomer execute and exchange additional or supplemental Quotes and/or Purchase Orders that will be subject to these Terms and Conditions and become part e To receive a credit pursuant to of this Agreement. Section 5(b),Customer must notify PES by email or otherwise in writing 4. DELIVERY. of its request,with receipt confirmation,within thirty(30)days of service interruption. a. App PES shall provide Customer access to PES Apps through a _- R reasonable system of electronic downloads. PES shall grant Customer 6. CUSTOME DATA/PRIVACY. access promptly following completion of the Customization process a. Q 7,hi jlp4J__t tJM;i. Except as provided below,unless it receives _ b PES Mptenals.Delivery dates for PES Materials are not guaranteed In the Customer's prior written consent, PES shall not: (i) access. process, or otherwise use Customer Data: or(h) intentionally grant any third party absence ofshipping instructions from Customer,PES will obtain shipping access to Customer Data. including without limitation. 'PES's other ones on the Customer's behalf and for Customer's account.Delivery shall customers, except PES subcontractors that are subject to a reasonable be FOB PES,point of'shipment,and title and risk of loss shall pass to[lie nondisclosure agreement. As between PES and Customer, all Customer Customer once delivered to Customer's point of shipment.PES will not be Data shall be owned by Customer Notwithstanding the foregoing,PES liable for any loss or damage of any kind due to delays in delivery or non- may use and disclose Customer Data to fulfill its obligations under this delivery resulting from any cause including,but not limited to,acts ol'God, Agreement or as required by applicable law or by proper legal or labor disputes,governmental authority or edict,war,civil unrest,terrorist governmental authority.To the extent that it is not prohibited from doing acts, delays in manufacture, failure of Customer to obtain any required so by law or the terms or such legal or governmental demand,PES shall license or permit,or the inability of PES to obtain goods from its usual give Customer prompt notice of any such legal or governmental demand sources.Any such delay shall not be considered a breach of any obligation and reasonably cooperate with Customer in any effort to seek a protective by PES,arid the delivery dates shall be extended for the length of such order or otherwise to contest such required disclosure, at Customer's delay. expense, 5. SERVICE LEVEL AGREEMENT, b Aqarreoytartxaa),QqW Notwithstanding any provision herein,PES may use. a Hp��Uag,PES shall be responsible for hosting and managing PES Apps. reproduce.license,or otherwise exploit knonymized Data,provided that b- tr n g e Term,PES Anonymized Data does not contain and is not PHI(as defined in the Health 6t gjVqt.For each calendar month dorm the T Insurance Portability and Accountability Act or t996 and its related shall use commercially reasonable efforts to ensure that the PES Apps as each may be amended)regulations,accessed by Customer via SaaS will maintain a level of uptime equal to or aaC_atLd' means -nine percent(99%)(the"S N, j_eL%1tvg11i it"or Customer Data with PHI and the names and addresses of Customer and its better than ninety � _vL --er-tc "SLA"),"Uptime"will be calculated using the following formula:Uptime Users removed. =(T--FNF)x 100/1-where"1"'is the total number of hours that the PES 7. TERM;TERMINATION. App(s)is typically used per month(determined by multiplying the number a Renewal Uponr4i*, got of Fees Thirty(30)days prior to each anniversary of hours per day that the PES App(s)is typically used by the number of of the Subscription Start Date,PES shall invoice Customer for Fees for the days per week that the PES App(s)is typically used,and multiplying the next twelve(12)month period Payment of such Fees by Customer shall result by 4-5 weeks in a month),and-'TNFis the number ofhours the PES constitute a renewal of this Agreement for an additional twelve(12)month App(s)or any component of the PES App(s)licensed by Customer under Renewal Tenn,during which time this Agreement may only he tenninated the applicable Purchase Order is not functional or otherwise unavailable 2 either(i)by mutual agreement ofthe parties,or(ii)for Cause pursuant to EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES RELATED Section 7(c)below THEREI-0,INCLUDING BUT NOT LIMITED TO,WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A b, Customer may elect not to pay Fees fora Renewal Tenn,in PARTICULAR PURPOSE,AND OTHERWISE which event this Agreement and Customer's access to the PES Apps shall terminate at the end of the Initial Term or Renewal Term then in effect. b pj!sc�tA rrgsrdr,rpg, ILg&1tfrgy.Customer acknowledges that accessing PES may elect not to renew this Agreement for a Renewal Term by data online involves risks of unavailability of information and Customer assumes such risks. Customer has sole responsibility for obtaining, providing Customer with at least thirty(30)days advance written notice, maintaining and securing its connections to the Internet, PES makes no in which event this Agreement and Customer's access to the PIES Apps representations to Customer regarding the reliability, performance or shall terminate at the end of the Initial Tenn or Renewal Tenn then in security of any network or pro%ider PES cannot control the flow ofdata to effect, or from its network and other portions ofthe internet as such flow depends, C, I ernimation Rit Cause. Either party may terminate this Agreement, and in large part,on the performance ofintemet service providers or third panics Customer's use ofthe PES Offerings,for"Cause"in the event that: At times,actions or inactions of such third parties may impair or disrupt i Either party breaches a material provision of this Agreement(which Customer's connections to the intemet(or portions thereof) Accordingly, shall include non-payment of Fees) and such breach is not cured PES disclaims any and all liability resulting From or related in any way to within 30 days after written notice is provided to the broaching party- any unavailability of a PES App, including as a result of Scheduled Customer's access to the PES Offerings may be suspended during Downtime or a Permitted Exclusion,and Customer acknowledges that its the 30-day cure period if'the breach would cause potential damage sole remedies in any such event are as set forth in Section 5(b), For these to PES or otherwise renders Customer's continued use thereof unsafe; reasons, Customer further agrees to instruct its Users and all medical personnel to have hard copies of Customer's Protocols and the PES ii, Either party files a petition in bankruptcy, whether voluntary or Materials or.other backup options immediately available at all times in case involuntary,or an assignment for the benefit of'creditors, in which access to the PES Apps is interrupted or otherwise becomes unavailable event termination shall be effective immediately;or ,.11 P _ ('l1nicaICyrqcnt iii Customer breaches or threatens to breach any ofthe provisions of(A) i PES makes no representations or warranties with respect to the Section 2(d) with respect to exclusions to Customer's license clinical content contained in the PES Offerings and in the Customized hereunder;or(B)Section W regarding confidentiality, Termination Offerings approved by Customer pursuant to this Section 7(c)(hi) shall be inimediate upon written notice by PES, 6 Clinical guidelines and related clinical content contained in the PES d Purchasee OEJ,L�' Offerings must be approved by Customer pursuant to the Al CKII After the Effective Date,Purchase .0 WJ Customization process prior to use in connection with patient care Orders may not be cancelled,changed,suspended or deferred without the Customer shall have an ongoing obligation to monitor and update the express,written consent of PES,Customer agrees to pay all Fees and costs Customized Offerings to ensure consistency with Customer's associated with any cancellation, change, suspension Or deferral of a Protocols,as Customer's Protocols rnav evolve over time Customer Purchase Order including, without limitation, for PES's Customization work and PES's efforts to mitigate damages, If PES agrees to allovk shall submit a written request to PES for prompt revision and updating cancellation ofa Purchase Order,then this Agreement shall terminate as of of the Customized OtTerings when Customer or its medical staff, the date of such mutual agreement, otherwise, this Agreement and employees and/or contractors make modifications to Customer's Customer's obligation to pay Fees shall continue for the remainder of the Protocols Term, in Customer hereby acknowledges that the Customized Offerings are not c Returns.PES Materials may be retumed for a refund within thin),(30)days a substitute for the judgment of licensed medical professionals The Customized Offerings are tools that may assist medical professionals of the delivery date; provided. that returned PES Materials will not be in the delivery of care to patients All medical judgments are reserved accepted if they have been used or are not in good condition Customized to licensed clinicians Failure to render care consistent with PIES Offerings arc non-refundable If accepted,returned PES Materials are recognized standards of care may result in injury to the patient, subject to a lifteen percent(Ifi%)restocking fee Return shipping fees are Customer's responsibility. If Customer desires to return PES Materials, iv Customer must detemnine for itself whether the PES Offerings will Customer must first call PES Customer Service at 866.867.3192 and obtain meet its needs,and PES makes no representations or warranties in that a Return Goods Authorization Number (RGA#) Customer must then regard repackage PES Materials and mail them to Pediatric Emergency Standards, 11). CONFIDENTIALITY, Inc., 11870 State Road 84,Suite C5,Davie,Florida 33325 PES Materials that are returned without prior authorization will be refused,and the carrier a Cont'ittential In jrrnatjl'p. For purposes of this Agreement, the tem) will charge Customer freight in both directions If PES accepts returned means!(i)any non-public information of PES items and issues a refund pursuant to this Section,then this Agreement or Customer including,without limitation,information regarding the PES shall terminate as of'such refund date Offerings, information relating to current and planned products and f. Upon any termination of this Agreement pursuant services of PES and its technology, techniques, know-how, research. to this Section 7,Customer's license to use and access to the PES Offerings engineering, designs, finances, accounts, procurement requirements, will immediately cease and all Fees due hereunder shall be immediately manufacturing,customer lists,business forecasts and marketing plans;(it) due and payable;provided,however,that,in the event Customertenninates PES's security controls,policies,procedures,audits,or other information this Agreement pursuant to Section 7(c)(i)as a result ofan uncured breach concerning PES's internal security posture; (ni) patient information by PES or pursuant to Section 7(c)(ii)in the event PES Files a petition in obtained by Customer;(iv)any other information ofa party that is disclosed bankruptcy or ma k e s an assignment for the benefit of creditors,then in writing and is conspicuously designated as"Confidential"at the time of Customer shall be relieved of any further obligation to pay Fees and PES disclosure or that is disclosed orally v and is identified as,"Confidential"at shall refund to Customer prorated Fees already paid by Customer for the the time of disclosure; and (v) this Agreement, including the Quote remainder of,the Term The applicability of certain provisions in this Notwithstanding the foregoing,Confidential Information does not include Agreement shall survive termination as set forth in Section 18(e)below information that: (A) is in the other party's possession at the time of disclosure;(B)is independently developed without use of or reference to 8. SERVICE AND REPAIRS. Updates to the PES Apps shall be made Confidential Information; (C) becomes known publicly,before or after available to Customer at no additional charge All service and,or repairs disclosure,other than as a result ofa party's improper action or inaction: are performed wholly or in part at the discretion of PES, PES Materials (D) is approved for release in writing by the disclosing party: or(E)is damaged in delivery will be replaced at no cost to die Customer Damage required to be disclosed by law, caused by wear and tear,abuse or accident is at the expense of Customer, b Nltmn i,closure,The parties shall not use Confidential Information for any The remedies provided herein are exclusive _ d� purpose other than to fulfill their respective obligations under this 9. DISCLAIMERS. Agreement. Each party:(i)shall ensure that its employees or contractors a, pjisglairner of Warranties EXCEPT AS PROVIDED HEREIN,T14E PES arc bound by confidentiality obligations no less restrictive than those contained herein;and(6)slia I I not disclose Confidentia I Informationniany OFFERINGS ARE PROVIDED ON AN "AS IS" BASIS, AND PES third party without prior written consent from the disclosing party Without 3 limiting the generality of the foregoing, the receiving party shall protect right,at its option,to participate in the settlement or defense of any such Confidential Information with the same degree of care it uses to protect its Claim,with its own counsel and at its own expense;provided,however, own confidential information ofsirnilar nature and importance.but with no that the Indemnifying Party will have the tight to control such settlement less than reasonable care, A receiving party shall promptly notify the or defense.The Indemnifying Party will not enter into any settlement that op obligation on the Indemnified Party without the disclosing party of any misuse or misappropriation of Confidentialim imposes any liability or Information of which if becomes aware hidentrinfied Pany's prior written consent 'the parties will cooperate in any settlement or defense and give each other full access to at] relevant e Injul1 3jLqy Customer agrees that breach of this Section would cause PES information,at the Indemnifying Party's expense irreparable injury, for which monetary damages would not provide 12� GOVERNMENT REGULATIONS. Each party agrees to comply With adequate compensation.In such instance,PES will be entitled to injunctive reliefagainst such breach or threatened breach,without PES proving actual all applicable import,export and anti-corruption statutes and regulations of damages or posting a bond or other security, provided that if a judge the United States in connection with the manufacture,sale and distribution determines that a bond is required, the parties agree that One Thousand of the PES Offerings including, without limitation. the Foreign Corrupt Dollars(S 1,000)shall be a reasonable bond. Practices Act,Each party agrees to indemnify and hold harmless the other from all claims,demands,damages,costs,fines,penalties,attorneys'fees d OJI IALk� Josurg_ PES acknowledges and all other expenses arising from a party's failure to comply with this that Customer may be required to disclose certain Confidential Information Section and or applicable laws,rules an(Vor regulations governing the PES if mandated by court order or, in the case of a Customer that is a Offerings governmental entity,pursuant to applicable open records laws or lawful 13. LIMITATION OF LIABILITY. public records requests. At such time as Customer becomes aware that it may be required to disclose Confidential Information. it agrees to (i) a, LIMITATION_ OF DANIAGES. UNDER NO CIRCUMSTANCES provide PES with prompt written notice in order to allow PES to protect its SHALL PES ORCUSTOMER BE LIABLE FOR ANY Confidential information, object to the disclosure, andior to seek a CONSEQUENTIAL, INDIRECT, SPECIAL. PUNITIVE OR protective order.and(ii)cooperate with PES in such efforts,In addition to INCIDENTAL DAMAGES, INCLUDING CLAIMS FOR DAMAGES the obligations of this Section with respect to Confidential Information FOR LOST PROFITS,GOODW ILL,USE OF MONEY,INTERRUPTED generally,Customer agrees to provide additional protection to PES source OR IMPAIRED USE OF THE PES OFFERINGS, AVAILABILITY OF code information pursuant to Section I O(e)below. DATA, STOPPAGE OF WORK, OR IMPAIRMENT OF OTHER e. 5gqEce Code.THE SOURCE CODE FOR THE PES APPS SHALL BE ASSETS CONSIDERED HIGHLY CONFIDENTIAL INFORMATION UNDER b t,lb,!!rATION.._()I�,,I,,IA3[Lil-Y, PES'S MAXIMUM LIABILITY FOR THIS AGREEMENT AND MAY NOT, UNDER ANY ALL CLAIMS OF LIABILITY ARISING OUT OF OR IN CIRCUMSTANCE,BE DISCLOSED BY CUSTOMER TO ANY THIRD CONNECTION WITH THIS AGREEMENT EXCEPT AS PROVIDED PARTY EXCEPT PURSUANT TO A VALID COURT ORDER. IN PARAGRAPH I I `'INFRINGEMENT", SHALL NOT EXCEED Immediately upon Lerintriation ol'this FIVE (5) TIMES THE FEES PAID BY OR ON BEHALF OF Agreement or upon request, each party agrees to promptly return all CUSTOMER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE APPLICABLE CLAIM. Confidential Information arid copies thereof belonging to the other party If Customer is a governmental entity and required to retain certain C insurance.Each party shall be responsible to carry insurance in appropriate Confidential Information after termination of this Agreement, their amounts to cover the activities conducted by it under this Agreement Upon Customer-shall retain only that portion of the Confidential Information that written request, PES agrees to provide Customer with evidence of its it is strictly required to retain under applicable law, return all other insurance coverages, information to PES,and execute a remonahle non-disclosure agreement in 14. DISPUTE RESOLUTION. connection with the retained Confidential Information. 11. INFRINGEMENT. a, ijilii4ation c4 Neittn. Except for claims arising from Customer's non- payment or underpayment of amounts owed to PIES, any and all claims a ll'knhingenic arising out afar related to this Agreement shall be barred,unless instituted Lni. PES shall defend and indemnify Customer from any damages, costs, liabilities, expenses (including reasonable and actual either(i)iNjtlihn tivo 2 years from the date that the complaining pall), attorney's fees)actually incurred or finally adjudicated as to any third party Im",or should have known of the facts givuig rise to a claim,or(ii)the claim or action alleging that the PES Apps infringe or misappropriate any applicable Florida statute of limitations,whichever is shorter, third paM's patent.copyright, trade secret or other intellectual property fi� Governin .Law, This Agreement and any claim or controversy arising rights enforceable in the applicable jurisdiction(each a"Claim") .- --g--- hereunder (whether in contract, tort, or otherwise, including statutory, b, It'1x,Csptciq , 11'any PES Offering becomes,or in PES's opinion is likeiN, consumer protection,or common law)shall be governed by the laws ofthc to become,the subject of an infringement or misappropriation claim,PES State of Florida.without regard to conflicts of law The UN Convention for may,at its option and expense,either(I)procure for Customer the right to the International Sale of Goods and the Uniform Computer Information continue using such PES Offering;(it)replace or modify the PES Offering Transactions Act will not apply In any dispute,each party will bear its own so that it becomes non-infringing;or(m)terminate Customer's right to use attorneys'fees and costs. the PES Offering and issue Customer a refund for any Fees for periods after C, N imion. In the event of any dispute,claim or disagreement arising our such termination Notwithstanding the foregoing, PES will have no _t obligation or otherwise with respect to any infringement or of or relating to this Agreement,the parties shall first submit Elie dispute, misappropriation claim based upon: (A)any use of the PES Antis riot in claim or disagreement to non-binding mediation administered by the accordance with this Agreement or for purposes not intended by PES,(B) American Arbitration Association (the "AAA-) in accordance with its any use of die PES Offerings in combination with other products. Commercial Mediation Procedures The place of'mediation shall be Fon equipment,software,or data not supplied or authorized by PES,(C)any Lauderdale, Broward County, Florida.The mediation shall be conducted use oFany release oftlie PES Apps other than the most current release rnade by one H)mediator selected in accordance with AAA rules, unless the available to Customer at no additional charge;or(D)any modification of parties otherwise mutually agree to a panel of'three(3)mediators. a PES Offering made by any person other than PES or an authorized it t,ntdwed¢I Arlhhratiow If the dispute,claim or disagreement is not resolved representative or agent thereof.In any such case Customer will defend PES Within sixty(60)days after the initial mediation meeting,then either party from any such claim against PES may submit the dispute, claim or disagreement to binding arbitration C, 5gf JjI Liabdily This Section is PUS's sole obligation and liability-and administered by the AAA in accordance with the provisions of its Customers sole remedy, for potential or actual intellectual property Corturiercial Arbitration Rules and, except as provided in Section 14(c) infringement relating to the PES Offerings below,such arbitration shall be the sole means of dispute resolution,The place ofarbitration shall be Fort LaudeTC18le,Broward County.Florida.The d I'lie party seeking indemnification(the arbitration shall be conducted by one(I)arbitrator selected in accordance MUSt give prompt written notice of such Claim to the other party (the with the AAA rules,unless the parties otherwise mutually agree to a panel accompanied by copies of an} written of three(3)arbitrators documentation regarding the Claim received by the Indemnified Party,The Indemnifying Party shall compromise or defend,at its own expense and e hrjupplpNotwithstanding anything in this Agreement to the contrary. with its own counsel.any such Claim The Indemnified Party will have the each party shall be entitled to seek injunctive or other equitable relief without first submitting the matter no mediation or arbitration in accordance 4 with the provisions of this Section 14,even if a similar or related matter g 1:ign:ai qfys, Electronic signatures on any portion of this Agreement (or has already been referred to mediation or arbitration in accordance with the copies of signatures sent via electronic means) are the equivalent of terms of this Section 14 Venue[or any action permitted to be brought in handwritten signatures and are fully enforceable. courtunder this Section shall be the appropriate state and federal courts located in Fort Lauderdale,Broward County,Florida IS. SEVERABILITY. If provision of this Agreement is held to be invalid or otherwise unenforceable,such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law,and the remaining provisions of this Agreement will continue in full three and effect 16, NOTICE.Notices provided under this Agreement must be in writing and delivered to PES's or Customer's principal place of business as forth in the Purchase Order an(kor Quote by: (a) certified mail, reiaini receipt requested;(b)hand delivery;(c)e-mail with a confirmed read receipt;or (d)reputable overnight carrier service, In the case of delivery by e-mail, the notice must be followed by a copy of the notice being delivered by a means provided in(a),(b)or(d),The notice will be deemed given on the day the notice is received by the part)-receiving such notice, 17. DESIGN CHANGES. Except as otherwise agreed expressly in writing, PIS may at any time furnish improvements to a product's design and/or construction FES may also furnish suitable substitutes for materials that are unobtainable because of priorities or regulations established by govLmnrwroal authorities or the non-availability ol'products from suppliers 18. MISCELLANEOUS a 'vlei er CkL,5 la In entering into this Agreement,neither party is relying 6_ upon any representations or statements of the other that are not fully expressed herein or therein: rather each party is relying on IN own judgment and due diligence and expressly disclaims reliance upon any representations or statement not expressly set forth in this Agreement. In the event Customer issues User instructions, internal memoranda,or any other document addressing any of the PES Offerings, it is hereby specifically agreed and understood that such writing is for the Customer's internal purposes only, and that any terms, provisions, and conditions contained therein shall in no way modify this Agreement. b 1% qp�vS,,,1" Neither party may assign.subcontract,delegate or otherwise transfer this Agreement or any of its rights or obligations hereunder, nor may it contract with third parties to perforin any of its obligations hereunder except as contemplated in this Agreement,without the other party's prior v,ruten consent,C\CepL that either pats} maN,without the prior consent of the other,assign all its rights under this Agreement to 6)a purchaser of all or substantially all of its assets,or(ii)a third party participating in a merger, acquisition, sale of assets or other corporate reorganization in which either party is participating (collectively, a , ( i Provided however, that the non-assigning party is _ _0 - __ given notice of the Change in Control and the assignee is not a competitor of the non-assigning parry hereunder c No delay.failure,or default other than a failure to pay Fees when due.will constitute a breach ofthis Agreement to the extent caused by acts of war,terrorism,hurricanes,earthquakes,other acts of God or of nature,strikes or other labor disputes,rints or other acts of civil disorder, embargoes, or other causes beyond the performing parry's reasonable control (collectively. 1-_r2rjx�kJujtvttrpv"), In such event, hohscver, the delayed party must promptly provide the other party notice of the Force Majeure The delayed parry's time for performance will be excused for the duration of the Force Majeure,but if the Force Majeure event lasts longer than thirty (30) days, the other pan), may immediately icirrunare any unfulfilled Purchase Order. d NV 6%er -party will be deemed to have waived any of its _kiLti Neither rights under this Agreement,unless it is an explicit written waiver made by an authorized representative No waiver ofa breach will constitute a waiver of any other breach e Survival of Terns Unless otherwise stated, all of PLS's and Customer's respective obligations representations and warranties under this Agreement which are not.by the express their terms,fully to be performed during the Term shall survive the termination of this Agreement. Without limiting the foregoing,the provisions or-rerms and Conditions Sections 2(d),6,9, 10, 13,and 14 shall survive any termination of this Agreement C Atnliontv An individual executing or delivering a Quote or a Purchase Order hereunder acknowledges that he or she has the authority to act on behalf'offlhe Customer or FES,as the case may be,and bind such party to the terms hereof -*"* PEDIEME-01 CATHRYNIMIL CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY)3/10/2025 MTHIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. ........... .... _ IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). c niVlc Me PRODUCER 'N�ACT� r ..... �rat�l"y, ... ®„ .. „n., .r ,... . . .. NFP Property&Casualty Services,Inc. PHONE 500 West Madison Street Y.( 870n(Arc Na,Ext 837 424 2 r Nor Qg37)224 1525 Chi aFloor IL 60661 ADRRI cakltryn mlller w,e I E rJUAIL �nfp com 9 INSURERLSI AFFORDING COVERAGE _. 1 NAIC# �_INSURERA•Landmark American Insurance Comipany .......33138 INSURED INSURER„B Travelers,IndemnitywCompany of America 25666 .. Pediatric Emergency Standards INSURER C Underwriters Llo,ds London 7 Y w Dn ---- -- 3272 ...... 11870 State Road 84,Suite C4&C5 INSURER D: Davie,FL 33325 _..... .. - ............ ............._ ........... . ........ INSURERI1.______.___............................ INSURER 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 INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRADDLSUBR� 1 POLICY EFF POLICYEXP LTRTYPE OF INSURANCE POLICY NUMBER ; LIMITS A X I COMMERCIAL GENERAL LIABILITY 1 f 1,000000 EACH OCCI RRENCE_ -_ S ___ X CLAIMS-MADE OCCUR )LHC865121 3/1/2025 3/1/2026 ' ------------- DAMAGE TO RENTED $ 50 000 -- X PREMISES(Eki 7Gu aft 9 5 000 „_,_ „-,,, --, _ 1 ED EXP(Any one p ff'rn 1 S MrRsnNAL a ADv INJURY s 000 000 �.,_ i ,BEN L AGGREGATE LIMIT APPLIES PER: GENERAL A (RELATE $ 3,000,000 . PEX w�LtlOw' T LOC PRODUCTS AGG �$ 1..000,000 OTHER A AUTOMOBILE LIABILITY ... .._ (BODIIp.Y COMBINDURYGPerLE Ll erT ._.. 7,,,000 OOO ANY AUTO 1 {LHC865121 3/1/2025 1 3/1/2026 d _p_son OWNED -a SCHEDULED = 1 AUTOS ONLY AUTOS 60DILY INJURY(Per accidenfl 5 X � X� P . AUTOS ONLY AUTO ONLY RT'JPERT DAMAS E HIRED .NON-QSWNED _Per aic�.adercul). � 1 _ ) s I I UMBRELLA LIAB OCCUR J EACH OCCURRENCE EXCESS LIAB CLAIMS-MADE I AGGREGATE � S I DED =RETENTION$ f g B WORKERS COMPENSATION I PER OTH I AND EMPLOYERS'LIABILITY J -- STATUTE � X L ER I -- UB6K872676 3/1/2025 3/1/2026 1,000 000 ANY OFFICER/MEMBER EXCLUDED? :L EACH ACCIDENT $ i(Mandatory in H)PARTNER/EXECUTIVE Y NIA ,�L DISEASE .E!±EMPLOVEE� S,, 1'000 000 � E If yes descnbe under -- DESCRIPTION OF OPERATIONS below E L..DISEASE-POLICY LIMIT $ C E&O/Professional Lia !APT1224825 2/28/2025 2/28/2026 Aggregate 3,000,000 C ,Tech/Media Prof Liab lAPT1224825 2/28/2025 2/28/2026 Aggregate 1,000,000 i DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) MemberlOwner's Excluded:Allison Antevy Monroe County Board of County Commission is named Additional insured as respects to General Liability so long as a written contract or agreement to such exists with the named insured prior to Imo« APPROVED BY RISK MANAGEMENT 04.28.25 DATE.......................... .. ........ CERTIFICATE HOLDER CANCELLATION WAIVER N/AX YES SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Monroe County Board Of County Commission THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ty ty ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Simonton Street Key West,FL 33040 ......•••••• AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD