HomeMy WebLinkAboutItem C30 C30
BOARD OF COUNTY COMMISSIONERS
COUNTY of MONROE Mayor James K.Scholl,District 3
The Florida Keys Mayor Pro Tern Michelle Lincoln,District 2
Craig Cates,District 1
David Rice,District 4
Holly Merrill Raschein,District 5
Board of County Commissioners Meeting
August 20, 2025
Agenda Item Number: C30
2023-4083
BULK ITEM: Yes DEPARTMENT: Information Technology
TIME APPROXIMATE: STAFF CONTACT:
AGENDA ITEM WORDING:
Approval to waive the Purchasing Policy Manual and enter into an Agreement with RecTrac, LLC,
d/b/a Vermont Systems, for a software application to manage Recreational Program Registration and
Facility Reservations at various parks and public facilities within Monroe County; providing for annual
license and support fees to be paid once per year for five (5)years for a total estimated aggregate cost of
$60,779.
ITEM BACKGROUND:
In 2024, the County's IT Department began evaluating solutions to help the Parks and Recreation
Department manage Program Registration and Facility Rentals associated with services it provides to
the community. During the research and review stage, staff became aware of a larger use-case for the
desired software product to include the management of all County spaces available for Public
Reservation, excluding those managed by the Library Services Department. Of the 13 leading software
products available, only two (2) were compatible with Snap Pay, the payment processor used by the
Monroe County Clerk's Office. Product demonstrations were reviewed.
In early 2025 RecTrac, a more robust stand-alone solution, outperformed the competing product in
program automation, financial services, customer lifecycle management,product presentation, and ease
of use. The competing product, qualified only by its use of an acceptable payment processor, was
shown to be a clearly less robust alternative,primarily developed as an add-on to a much larger
municipal management platform.
Staff seeks approval of the waiver of the price quote requirements of the Purchasing Policy Manual as
this purchase is tantamount to a sole source because it has outperformed all other products that are
compatible with the Clerk's Office payment processor. Staff further seeks approval of the Agreement.
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PREVIOUS RELEVANT BOCC ACTION:
None
INSURANCE REQUIRED:
Yes
CONTRACT/AGREEMENT CHANGES:
GPJ 8/6/25 - Risk approval subject to submission of acceptable COI prior to contract execution
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
Monroe Co FL full doc.080625 (003)_Redacted.pdf
RecTract COI Redacted.pdf
FINANCIAL IMPACT:
Effective Date: Date of Signature
Expiration Date: Five Years Later, with two optional years of extension.
Total Dollar Value of Contract: $60,779 for the first five years, $87,719.88 if extended two additional
years.
Current Year Portion: Dependent on Signature Date
Budgeted: Funded
Source of Funds: Parks & Beaches Fund 147
CPI: Yes (3% annually)
Indirect Costs: N/A
Estimated Ongoing Costs Not Included in above dollar amounts: N/A
Revenue Producing: Yes Amount: Variable depending on rates and usage yet to be determined
Grant: N/A
County Match: N/A
Insurance Required: Yes (COI attached)
Additional Details: This is a new agreement.
Year 1: $18,048 (Prorated)
Year 2: $18,589.44
Year 3: $19,147.13
Year 4: $19,721.55
Year 5: $20,313.20
Optional Year 6: $20,922.60
Optional Year 7: $21,550.28
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AGREEMENT
belmweft
MONROE COUNTY, FL
and
RECTRAC, LLC
d1b/a Vermont S I
fTar
Recreational Program Registration & Facility Reservations Software
THIS AGREEMENT is inade and entered into this day of 202---,
by and btivveen the Monroe County, Florida, as pofilical subdivision of the State or Fiorida, with
principal officcs locatcd at I100 Sintonton Sircet, K.cy West, FL 33040 (the "Counity") and
RECTRAC, LLC, d/b/a VennOflt Systems, an Delaware limiled hafility company with principal
offices, located at 12 IMarkel Place, Essex Junction, VT 05452 (1he "Contractor") to provide
software and services to nianage Recreational Prograni Regisiratkni and Facility Rm-i'vations at
varier us parks and public facilities within Mon me County, as niore specifically descrihed herein.
Now therefore, in e,xchange fcur jr icient consideration, the parties hereby agree
good and sulf
to tine following terms and conditkoi&,,
1) The Contract Documents
The contract documents consist ofthis Agreement,the Contractor's mandatory documorts
atlache41 and incorporated fierein as -('(nrposite F xU)it A,-- Verniont Systems SerOCCJS
Agreement, Vermont SYSWITIS Service Level Agreement (Support), Hosting Services
Addendutro, PayTrac Payment Services Addendurn. PayTrac Payinent Service'femm and
Conditions & Schedule A, and the Sul-Mercharu Application arid Agreement (SMAA);
arid the Monroe County, Price Proplosal, attached and inc orporated herein as"ExhiNt B" -
Quote Number QU0-t7972-S5Q5B9. In the event of' a conflict between lite
al'ortmenfloned docurnents, any duly executed ainiendnient to this Agreement (in revers,e
nonlerical Order)will control, then flhis Agreonent, and 0icn followed bv "Exhibit B�,"and
then"Cornposite Exliibii A," in that order,
2) The Work/Services
The Contractor tnust perlbrirn al I work for the County required by this Agreenlent, and as
set ibrth. below
a) Contractor will furnish all SaaS, soft ware/subscri pt ion licenses, labor, stipport,
materials, and equipment necessary as indicated iin "Composite Exhibit A," ,and
"Exhibit H,"
b) Contractor must, corriply with any arid all Federal, State, and local laws and
regulations now in OT�eci,or hereinafter enacted during the tenri ofthis Agreement,
which are applicable to the Contractor. its employees,agents, Or SUbcontractiurs, if
ainy, with respect to the work and services described hereirn. Contractor s,halll
maintain throughout(he ten'n ofthis Agreement appropriate ficenses,as applicable
and necessary fiar the services provrded.
C) Consistent with the purchasing hinitations set Furth in paragraph 5. herein, the
County may acirnini.strativcly order changes (add or remove) to the approved
number of' licenses andlor services provided by Contractor. This may be
accrimplisheid by mcans of a written order, proposal, or purchase docurnent in
which Contractor agrees to provide and County agrees to purchase rnore (or �css)
incenses and/or services detailed within as given scope of work, so Ion as such
written docurnent does not add or change the terms and conditions provided in this
Agreeinent. An admii,iistratively approved add-oin (expense added amendment)
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nrnusi tv executed by the County Adminisiralor, or designee, and attached as an
exhibit to flilis Agreesirent, Iffl.ic C(i shoold clect to siuspiesid, disconfinue,
spiippi'm andlor niaintenance services for any or a of the licenses, the County nia),
do,so upoin inineiy(90)days' prior writteri noifice,with line applicable tees prima%M
f(,,)r the appl icatfle term.
3) Contract Arti & Payment
Contractor �will perform contract requiserrients %vith pricing pursuant to "Exhibit 13"
Quote Number QUO-7972-S51()51191, and rnore specifically the cost tier the I" year is
$18,048 (prorated Ibir(fie portion of the terin diat starred u)n August 1, 2025 lending up to
the conimencerinent date hereof), Paynient tire Umuty ofan undisputed invoice subri'litted
by the Contractor will be processed w4hin 30 business days after being staniped as
receive(], or o1herivise as provided in accordance with the Florida PronipL Payment Act,
Section 218.p35, Fla. StHt,. as arriended. County is exertipt frorn payInent of Miricla Slime
Sales and Use taxes. Additionally,the Contractor must subirnit invoices that are acceptable
to the Munroe C,ounty Clerk and Corriptiroller ounty Clerk). Acceptabifity to the County
Clerk is based upion generally accepted accotinfing Principles and sudi laws, intles and
reguiltiflons as May govern the dkbitirsal offirrids,by the County Oerk,
4) Agreement Subject to Funding
f1he Comity's perfi=anee and obligation to pay undes-this contrack is conflingettl Upon,III'$
annual appropriatiori 1.)y the Board oif County Cornmissutriers, III the event that the County
funds on which this Agreement is dependent ary wiffidrawn,this Agreernient is,terininated,
and the (..'OlUnty has no further obiligaition under the tenns oil" thiis Agreement to the
Contractor beyond that already incurred by the termination,date.
5'�) Contract Terin
"riie contract pi coniniences on then date first %yritten abiove, and will expire ran August
1, 2030, unless exictidedi 4,11 writing by nititual agreenreint of fl'te pailies. A renewal of this
Agreement rnay be accomplished in oine (1) year intervals biy the County Adininistrator
exercising her adininiso-ative approwd aull,iority vested pursuarit to, the Monroe County
Flurchwsing Policy, so bung as aH renewMs are made expressly SUIJjeCt to dici saiine leritis,
and condition% as provided herein. This Agreeniern Inay be extended for up to, two (2)
success,ive one(I)year periods(ealch a"Renewal Term"). Notwithstanding the atywe, any
renewal authorized adrninistrativelY nillust not exceed the total value 2f$100,0Q0 Cyr withqM1
Lh eprior f qpna� oppypi ql Mgg-cO-uin",_Roard o f(Zount Cornrnlssi�on-rs.As use gl
herein,1 tile-total vqLqe is,i �jq 'jidd inistrativel PLO-Ve d L q�L�y ...........................................................-y-�4p-
W19A9. unt Board ofiColunt-
Corti mi ssioners' ni,ost recenitLo yal,
6) Contract ,'%tension Heyond the Term
In the event services are schediuleid to end because of the expirafion of this contract, the
Contractor rriust continue the service upon the request of the Countys Contracl
Administrator. The extension period will riot extend far rnore than ninety days beynnid
the expiration date of the existing contract, The Conlractor will be compensated for [hit
service at the rate(s)in effect when the County invokes this extension clausc
7) Independent Contractor
This Agreement does not create an eilliployeelemployer relationship between the Parties,
It is the intent ant"the Parties that the C'ontractor 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 mininiltirin vi and overtirne payments,
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Federal lrisuirance (-,,ontribution Act, the ociaI Security Act, the Federal Unernployment
Tax Act, the provisions of the InterriAl II a vcnue Code, the Sme Worker's Compensmion
Act,and the State Unemployamit Insurance law,
Assignment and Subcontracting
Contractor must rrut transfer or assign the perl'birmance required by this,Agrecinent without
the prior written consent of the Monrole County Board of County Commissionem, This
Agreonent, or any portion Ohercol'. must not be subcontractcd wiflumit the prior writto,u
consent of the County nor nray the Contractor assign any monics due or to become due to
him or her,wilhoiul the previous wHuen corn merit. Notwillistanding anything tothe contrary,
Contractor may assign this Agreement, in its entirety, without the County's prior consimm.,
to an al'filiate who owris 50% or more of the company, or in connection %vith a merger,
acquiqiiion, corpor-ate reorganizzition, or sale ofall or substantially all ofthe. C,ordractor I S
asscts.
9) Termination
lit the event that the Contractor is Found to be negligent in any aspect of service,data COUnty
shall have the right to terminate this Agreement after fliirty (30)daiys' written notification
to the Contractor.
a) Termination for Cause and Reniedim In the event of breach ofaity contract lerTns,
the ounity retains the right to terminate this Agreement. The County may also
(eniiinale this Agreement for cause with Contractor should Contractor. 1'iufl to
peribirm the covermus herein cornairied kit the turre and in the manner herein
provided. In the event of such termination, prior to terunination, the COUTIly shall
provude Contractor with thirty (30)cal Lndar days" wrillen no ice and provide the
Contractor wkh an opportunity to cure the breach that has ocieunred, It"llic, breach
is not cured, the Agreement will be terniulated for cause, lf the Counry terminates
this Agreernent wkh the Contractcjr, County shall pay Contractor tire SM111(11LIC, (Ile
O'nitracior under this Agreement prior, to termination, urfless the cost of
Completion to the County execeds the funds remaining in the ermitract; however,
tfie County reserves the right to asseri nrid seek an offw( for darnages, caused by
(lie breach. The rnaximuniarnount due to Contractor shalI not in any event exceed
the spending cap in this Agreement. ln addition, the County reserves ball rights
avadable to recuperate niornes paid under this Agreernent, iricludiing the right In
SlUe for breacil,ofconiuract and including,the right to pursue a claini for violation of
the couini),,s raise,Claims Ord inarice, located at Section 2-72 1 ct al,of the Monroe
County Code,
b) 'I"'ermination Purr ConvenierNec., The County may terminate this Agreement for
convenience,at any time, uport ninety (90)days,' written notice to Contractor, If'
the Counly tenininaies this Agreement with the Contractor, County shall pay
Contractor the s,um due as, of the appointed termination date, unless the cost of
compledon ot' the remaining %voirk under ifte Agreement exceeds the Funds
remaining in the contract. The rnaximurn arnount due to Contractor shall riot
exceed the spending cap ill this Agreement.
TO') Remedies
The County reserves the right to recover any clirecl darnages incurred as as result of the
failure of the Contractor to peirfornii in accordance with the requitVums of this Agreement,
or for losses,sustained by iffie County resullaim firon) the Contractor's Nflure to, perform ill
accordance with the requirements of this Agreernent.
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11 ata Management; Data Securit)r Standards,Contractor must agree lu comply with the
County's written dernands regarding cooperation (and any applicabic financial
responsibiklies) for firnely data breach incident reportillig, MpOflse activilies/fact-
gathering, public and other goviurnnrrncnrtall agency notification requirerrients, severity level
assessment, and aller-actioin reporting, cons,istent with Secdoitis 282,3185(5); & (6r). and
01,117 1,Fla,Stats-&9 anienclie(] from firne to titfle, For any systeni inlegraticrill betwevil the
County's network systerns and that of the Contractor, the Contractor hereby agrees to,
comply wkh ISO/lEC 27001 or at least as wi I ilgent sirni lar standard for its intenial systern,
at a ty'linirnuni, and any unique into gration requirertients of'(tie Couwy's, network and
infornialion technology systerns,,
12) Insurance Requirements
As as pre-requisite of the work and sowices governed hy, or the goods supplied under, this
clontraci,thie Contractor shall obtain,at his/herown expense,insurance as specified hereim
'I'lie Contraclor will ensure [fiat they insurance obtainedi will extend protection to all
SUbcontractors engaged by the Contractor. Alternatively, the Contractor may require all
SUbcontractors tio obtain insuranicc consistent with the attached schedules. The Contractor
will not be permitted to constnence work govenied by this contract ulltil satistactory
evidence of the required insurance has been furnished to the County as specified helomr,,
Delays in the conimenconent of work, resulting from (lie failure ul" the Contractor to,
provide satisfactory evidence of the required insurance,shall not extend deadlines specified
in this Contract and ally Penaltie's Wid lailure to perf6rin assessments shall be iniposed as if
the work cornnwriced on the specified date and tirne, except for the Contractor's faillure to
provide satist'actory evidence, The Contractor shall Irlaintain the required insurance
throughout the entire ternii of this conlract and ally emensions sptcirjed in the attached
SChCdUles. FailUre to comply with this, p ovision inay rosull in the inillw&ate Suspension
of all work until the reqtiired insurance has been,reinstated or replaced, The Contractor will
be held responsible for all dedwibles and seff4nsurcd retentions that may, be contained ki,
the Contractor's, Insurance policies. The Contractor shall provide, to the County, as
satisfactory evidence (.ff the required insuraince, either: Certificate of Insurance; or a
Corti fled copy olf the actual insurance pohey. The County, at its sole option, has the right
to request a cerlified copy of any or all inquralince, policies ricquired by this contract. All
iuSUrance policies rntlst specify that they are not subject to cancellation. non-renewal,
niateri,al charigc, or reduction in coverage unless a miniminn of thirty (30) days prior
notification Is given to the Cuttflty by [lie insureir. The acceptance and/oir and provall of the
Contractor's insurance shall not be construed as,relieving the Contractor frorn any I liability
or obligation assurned under this contract or iniposed by law. The Monrkv. County IBoaard
of County Cornmissioners, its eiriployees and officials, wvill be inc uded as "Additional
Insured" on all policies, except for Workers' Cornpensation. Any deviations from these
General Insurance Reciurreiinents must be requested in wfifing,on the County prepared forni
entitled "Request for "Waiver of Insurance Requirenierits" and approved by Monroe
County Risk Management Departrnent, Contractor shall famish to the county Certificates
ot'linsurance Indicating tile m6ninurn covLrage finirlations in thie following aniouilts�
a) WORKERS COMPENSATION AND EMPLOYER'S LIABILTRY
INSURANCE. Where applicable, clovierage to apply for all einployces at the
rninimurn statutory limits as required by Florida Law, and Employee's Liability
coverage in the amount of I I 0000(W0 bodily injury by accident, S500 000(Xl
bodiily injury by disease, policy limits, and $'_j9,qjQ0Q ) bod0y ingivary by disease,
each ernployee.
by COMPREHENSIVE AlYrOMOBILE VEHICLE LIABILITY
INSURANCE. Motor %,ehiclie liability insurance, including applicable no-fault
,coverage, with limits of liability of not less than 4S:,.fQQ.000,00 per occurrence,
["age 4 of 15
00
0)
to
combitted single firnit fi(mr IBodily lnjtqy Liability and Properly Darnage Liahility,
If shigle limits are provided, the ininii-nurn acceptaWle limits arc per
person, per occurrence,andS),00,0001(�Q1 propetty darnage, Coverage
............... ................
shall include all owned vehicles,alll non-owned vehicles.and all hiredi vehicles,
c) COMMERCIAL GENERAL LIABILITV. Commercial general liability
coverage with iimivi f hability call' not less than per ocictirrcrice,
combined single flirnit for Bodily li Liabdity and Property Darnage Liability.
Such coverage must include.' rrs a niiiiimiins,, Premises, Operations, PrOdUds and
Complleted Operations, Blanket Contractual Liability, and Personal Injury
LWAIity, Air 01ccuirre rice Forin policy is prcfcrred, if coverage is, provided on a
Clainis Made Policy, its provisions should inClUde coverage for claims filed on or
aller the effccirvc date ofthis contract, In addition, the pleriod for whllch claims
may be repo ried should exteind fior as minimurri of 1welve (12) months 16WNving
time acceptance of work by the Counly,
............d) CYBER LIABILITY. Contractor most carry (",Vber LuNhit r I is 'ance With
finflis riot less than���� and and
such coverage is required for the benefit oftlie County thwitighout the lerin, t&ihis
Agreeniens. Coverage shall lie sufficiently broad to resl:)ioind to the duties and
obligations, as is uridenuken the Contradcx,pursuant to this Agreement, and shall
include, but not be HIT61Cd to, irifornwition theft, darnage to or destruction of
electronic inibrmation, release ofprivalc hillonnation, hal)ihty ofthird pariies for
failure to handle, manage, store,,, and control personal identifiable information,
alteration of' electronic inforniation, extonion, network security, legal fees,
judgemetim settlements, forensiic experts and public relations efforts, The policy
shall provide coverage ffir regulatory fines and penalties as well as credil
monitoring expenses, Coverage incest include data breach, network security
liabdity, internet rnedia, network extortion, regulatory proceedings, PCI fines and
costs,
MONROE COINTY BOARD OF COUNTY (VMMISSIONERS, 1100 SIMONTON
STREET, KEY WEST, FLORIDA 3.1040, MUST BE NA)VfED AS ADDITIO]VAL
INSUREDAND CFR 711,1CA TE HOLDE"R ONALL POLICUS EX(.,EPTW0RKER ,5
(,'0111PFN.1V,4T10N. in the event that the Contractor subcontracts any or all of the work in,
this contract to arty third party, the Contractor,specifically agrecs to islientiCy the Courity as,
act additioinal, insured on all insurance jx)[icies required by the County. In addition, fhe
Contractor specifically agrees that all agrecarom war contracts of any nature with its
subcontractors shall include the County as additional insured,
13) Indemnification & H old 'Harmless
The parties agree that one percent (I of this total conipensation paid to Contractor for
the worlk or services under this Agreement constitutes specific consideration to Contractor,
for the indemnification to be provided under the Agreerrient, Notwithstanding any
rninimiurn insurance requirements prescribed elsewhere in this Agreement, Contraclor Nvil]
release, indemnify,and reimburse Monrrw (,ouinty and its officers, employees,and agents
(„`lndemnitees") for actual losses,costs, or expenses (miclUding reasonable atiorneys' tees
and court costs) iniCIUMcd arising directly fir-orn (a), Contractor's inalerial breach of this
Agreen,iient,or i(b)the negligent acts or oirnissions ofContiractor or its ernployees,or agents
in the pier forinance of this Agreernient, Clonlractoirs total curniulativic obligation under this
section will not exceed, in the ag,gregate, the lotal value vif' insurance coverage limits
proi pursuant to this Agrectnent, The only exclusion from the release and
indemnification obligations provided herein is when t[w claims, actions, causes ofactilon,
litigation, proceedings, costs or expenses arise from the intentional or sole negligent acts
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or orril ol*the Colunly or any of"its employfTs, agents, contractors or invilees follheir
than the Contractor), Fuirthennore, Contractor agrees to, defend, indemnify, and hold
harinless the County, its cllected and app6inled offircials, eniployees, and agents fro.rn all
such claims, feles, royahies, or costs for its tise of any patent, Iradernark, or copyrighted
rrialerials, arid any suils, or actions of arly nanic that may be bt-Oughl by virtue of this
Agreerneru.against the County. its clected and appointed officials, erriployees,arid agenis
for the infriogonenit of any patents, tradernarks or copyrights clairined by any person, firni,
or corporation,
Nothing contained herein is intended, nor inay it be construed. it) waive Counly's rights,
and iffirniunifies under the comprion law or Section '768.28, Florida Statutes, as amended
from bionic to firrie-1 nor will anything in herein be construed as consent to be sued by
any thiird pray lies in any nimiter arising,out ofthis Agreement. Insofar us the claims,actions,
causes,of action,litigation,proccedings,costs or expenses relate to events,or circurrislances
that occur during the terin oft his Agreement, this section will survive Ilic expiration of the
terin of Ols Agreement or any earfier terniination of this Apireente lilt,.
14) Discriminatory Vendor Dist
Contractor hercby acktiowIedges, its continulous dray to disclose to the ("ounly if the
Contractor or ainy of its affihates,as defirled by Section 287,l 34(l)(a),Florida Statutes,are
placed oil the Discritninatory Verldor List, Pursuant to Section 287.134(2)(a),Florida
Statutes:-An enrity or affilhate who has been p[aced on the discriminatory vendor list may
riot submit a bid, proposed, or rqply on an contract to provide any goods or services tr,'r a
public entity;may nor submit a bid,proposal.or reply on a contract witha pubfic entity f6r
the construction, or repair of a public building or public work; niny not submit bids,
proposalls, or ril on leases of'real property to a public endly; Play no( Ibe awarded onr
peribnn, work as as corlliract(,.)r, supplier,subcontractor,or consultaint under a contract with
any public entity,anid may not transact busineiis with any public entity,"
15) County Suspended Vendor Ust
The eligibility of persons to bid for an award,of'County contract(s),or enter lrilo a contract,
rnay be suspended PUl-SlUalit(01 See. 2-347(l)of the Monroe County Code of Ordinances, In,
the event an efigible plerson is suspended by the County after the ciontracr is awarded, or as
SUSpended person, is employed to 1perforni work (e.g. subcontractor in a bid or contract)
pursuarit to a County contract,sanle shall, constitute as material breadh of the:contract. 'rhie
County, ln, its sole discrevion. may to"minate the contract with no, fun her liability to the
con:tractor beyond payment of tire portion of the contract price that inay be due (61, work
satisfactorily conrlpleled Lip to the date of lennination, -,Arid hereby reserves all other rights
and remedies avallabile at law or in equity.
16) Prohibition on Conflict of Interest, Gralluities, Kickblaclis,,and Collusion
The stateinlerits contah)ed in this paragraph are true and correct, and made With the full
knowledge that Monroe County relies upon the trulb of"the staLUTICIIIS C0111ained hLreirr ill
awarding the contract.
a) Conflict of Interest.Contractor covenants that it presently Maas no interest and will not
acquire ainy interest Ifial would conflict in any manner or degree with,the perfomiance
olf'se ices required, Each party hereto covenants,that there is no LOnfliCt ol'interest or
any other prohibited irelationn,ship betwelen the(,'ouniy and itself
bf Graillitifies. (.untractor hereby cerfifies that it has not offered, given,or agreed to give
any Monroe Counly employiec a gratuity, favor, or anything of ri-jonetary value in
connection with any d n ecisio , approval, disapproval, reconiniendation, preparation of'
any part of this contract,
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c) Kickbacks. Conti-actor ceriffles that it has not givcn payment, gratuity, or offi,.-r W'
crvipfoynrcnt to be made by or on behalf of a Sull-contract(.sr under as contiract to,
Contracmir or higher tier sub-icuraractor or' any person associated theresvith, as an
inducenient of the award of a subcontract or order.
d) Non-Collusion Statetnent. By signing, this Afgeernent, Contraclor cerlifies, urKler
penalty of perjury that the f wice proposed by Contractor was arrived at independendy
withoul colluision, consultation, or COMMUFliCali0o For Ow purpose of restricting
competition,and no attempt has been made lo induce another person or entity to suhnnit
as Iproposal,or not SUbinit, fbr 11-re, purp)se ofrestricling,competition in the award of this
contract,
e) Contract Clause. The prohibitions on connio of interest, gratuntics, kickbacks, and
collusion presicribed,in this paragraph mu%t be conspicuously set Forth in every,contract
and subcontract and solicitation iniliated by Contractor in its, performance of this
Agreement.
17) Ethics Clause Ipursuanat to Monroe County Ordinance No, 0110-19,90
By signing this Agreenicilt, the (I'milractor warraints that helshe/it has not ernpilloyeld.,
retained or otherwi se haul act on, his/he M ts behal I'any former County o flicer or c n spilolyee
hi, violation of Section 2-149, Monroe COUrIty (..'ode ol"Ordinances. or at'sy COUnty officer
or employee in, violation of Secho 2-150, Monroc Courity Code (')f Ordinances. For
breach (.,)r violation of this provision the (,ounty niny, in its discretion, terrninale this
Agreement without liability airid niay also, in its discretion, diedUCI frorn the,Agreement or
purchase price, or otherwise recover, the full amount of any fee, commission, percentage,
gHL't or corisideratiort paid to the fbi-iner County oflicer or mnpkiyee puirsuairm to,SUI)sediOil
2-152(b), Monroe County Code of'Ordinances,
18) Prompt Disclosure of Litigation, Investigations, Arbitration, or Administrative
111r(xeedings
Tfiroughoot the terin of(Ns Agreement, the Contractor has a confinuing duty to proniptly
disclose to the County, in writing, upon occumence, all civil or criminal litigation,
i nvesti gat ions, arbitration, or administrative proceedings relating to or aff cfing,
Contractor's ahHity to peribrna under this Agreenierit. If tine existence of such icauses che
County concern that the Contractor's abihity lur wiHingriess to peribrin the Agreeniont is
,jeopardized, the Contractor rilay be required to provide the County with reasotrable
assurances to demonstrate its ability to perfiorina as, rquircd hereunder, and that its
erinployees/agetints have not or will not ern gage in conduct sirnilar in nature to the conduct
alleged in such priucceding.
19) Notice
All written correspondence to the County shall be dated and signed by at), authorized
representative cpf [lie Contractor. Any written notices or correspondence required or
contemplated under this Agreement shall be sent by U.S. Mail, certified, retum receipt
requested,Tyistage pre-paid,oar by courier wilh proof ot'del ivcry. Notice is deemed received
by Contractor when hand delivered by national courier witts proof'of'dieliYery or by US.
Mail upon verified receipt star tipon the date of refusal or non-acceptance of delivery, Notice
shall be sent to the following persons:
FOR COUNTY:
County Administrator Rearac, U,C' d/b/ Verniont Systernis
Monroe County Alm: Ugal
11100 Simonton Street, Rooin 2-205 l 2 Market Place
Key West, FI, 33040 Essex JU11COOR, Vf, 01545,2
Ernail- jggp '
...............
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And ("Ith copy to)
Nh�uTtroc CMritly Anorney's Office
I I I I I 2th, Street, S ui te 408
Key West, F1, 330401
20)1 Cholice(of Law and Venue
The parties hereby agree that the only laws that apply to this Agreement are those, of the
State of` lorida and United States of America. The parties waive die privilege ot'venue,
and agree iihatall [ifigation betweeni them iin the slate courts will take place exclusively in
the Sixteenth Judicial Circuit in and fior, Monrue County, Florida, arid that all lifigalion
between theni in the federal ciniums will take place exclusively in (hie United States District
Court in and lor the Southem District offlorida,or Unned States Bankruptcy Court lor(lie
Southern Dist6ct of Florida, whenever applicable. This Agreen,wrut shall nut be subject to
arbitration,. Mediation pr(,jecedings initialed and condILICted pursuanit to this Agrecalew
shall be in,accordance wifli the Florida Rules ruff"Civi I Procedure and U.Sual and CUSWTTIalr)r
procedurc-i required by the circuit court ofMcurroe Conroy.
21) Attorney's Fees and Costs
County and Contracitor agree that in the LvLm any cause of action or administrative
proceeding is initiated or defended by any party relatiive to the enforcernient or
initerpreliation of this Agreement, [lit prevailing party shall be entitled to reasonable
attor'ney"s fees. , as an award against the non-prevailing party, at all levels of the court
system, including in appellate proceedings.
2'2) Trade Secrets,and Proprietary Confidential Business Information
Documents subinitted by Contractor which, constitute trade ,,iccrets,as, d�efined in Sections,
8 12,08 1 and 6 .002,Florida Statutes,as amended frorn lune to thine,and which are clearly
inarked or stampled as confidendal by the Contractor at the fitne of subrnission to, the
County, vvill not be stioject to public access. H'owu ver,should a requestor of'public reclords
challenge Contractor's interpretation of the term -trade secrets," within five (5) calendar
days of such challenge, Contractor must provide a separate wrillen affidavil that includes
an indeninifica6lon and release guarantee, as approved by the County Attorney or designee,
to the "aunty to SUPIPOrl its claim,lhat the alleged trade secrets actually constitutes same as
defined by law, Contractor must dernonsirate the need for confidentiality of the
docurnentation by sholwiiny�,a business advantage or an opportuniO( to obtain an advantage
if the docurnientaition was, released. Otherwise, Contractor is required to drinely seek a
prolective order in the Circuit ('our( of tile Simeenih Jiudi6al (Jrctrit in and for Monme
County to prevent thic Coun"r's relcase of the requested records,
23) Public Records
County is,a public agency subject to Chapter 119, Florida Statutes,,as anierided from 6ine
to tinic. To the cmcnit Contractor is,a ('ontraclor acting on behalf of the Counity pursuant
to Section 119,0701, Florida Stallutes, as, amended From fime to finie, Contravor must
cornpi[y wilh all public records laws in accarclance with,Chapter 1119, Florida Statutes. In
accordance Willi state law,ContracLoragrees to:
of Keep and maintain all records that ordinarily and necessarily wcuild be re aired b.y
the Counly in order to perft.wrn the serviees.
b) Upon request frorn the County's custodian ot'public records, provide (lie County
wilila a copy of f1he requested records,or allow the records to,be inspected or copies
within as reasonabile firrie at as cost that does niot exceed the costs provided in
Chapter I l 9, Florida Statutes, or as othierw,w provided by law.
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0 Ensure that Ipuublic records that are exernitt,or confidential and OXCIT)JIt. From public
records diSCIOSUre are not disclosed eXCept M M11horized by law f'(,)r the (kinuion
of' the Agreetriew terra and foflo ving completion of the Agreenient if the
Contractor does not transfer the records tc),the County.
d) Upon cornpletion of the set-vices within this Agreconent, w no cost,either transfer
to tile County all pubfic records in possession of' the Confl,actor or keep and
niaintain public records required by the Colunty to perform, the services, If the
Contractor transfers all public records tO tile COUnty UP01i C0111I)Ief1011 Of' 01C
Services,tile Contractor must destroy any duplicate[Mbfic records that are exernpt,
or confidential and exempt, frorn rniblic records, disclosure requirements, If the
Contractor keeps and nlainrains public records upon cornpleticm of the Services,
the Contractor must MCC1 m11 applicable requirenients for relaining public records.
All records mored electronically muss be provided to the County, upon requcs�
from the Cuunty's,cuslodian of'pubfic records, in a t6nnat than is compatible with
the infortnation technology systerns of the County,
IF THE CONTRACTOR HAS QUESTIONS RE GARDING THE
APPLICATION OF CHAPTER 119, FLORI DM'ASTATUTE Ism.
, TO THE
CONTRACTOR'S DUTY TO, PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT—THE COUNTY'S
CUSTODIAN OF PUBLIC' RECORDS AT: MONROE COUNTY
AT'TO,RNEY'S, OFFICE, 1111 12TH STREET,SUITE 408, KEY WEST,
,FL 33040, EMAIL: PUBLICRECORDS14i MONRO,ECOUNTY-
,Ft.,.GO,v,i OR PHONE: 305-292-34 : -Ircontractor does, not comply with this section, the County will entbrice thic Agreeni�ant
proyisions in accordance herewith and may unilaterally cancel this Agreement in
accordance with state law.
2411 Audit Rights
The Contractor imust maintain accrtrate books, rec!ord�s, documents and other evidence thiat
sufficiently and properly reflect all direct and indirect cost,,;of any nature expended in the
plerl'ormance this Agreement, in accordance with generally accepted accolonling principles.
County resmes the right to audit the records of the("ontractor for the commodifiles andlor
s,ervi,ces provided under,the contract at any time during tile performance and temi of the
contract and for as period of five(53)after completion of the contract, Such records must be
retained by Contractor for a ininimurn of five (5) years rollolving the elose of the
Agrcernem,or the perio(J rcquired for this,partictilar type of service by the General Records
SchcdWes maintained by the Departmem uf'Swe, whichever iis longer, 'I'lie Coniractor
agrees to cooperate with the ICouunty and agrees to submit to an audit as required by the
County, or offier authorized represenrative(s)of the state or Florida. 'T'he Contractor nrust
allow the Counly or such other a,ud,iting agency to have accem to and inspect the complete
records of thie Contnictor in relation to this Agreerneritat any and alll times during normal
business hours for the purposes of conducting audits or examinations or making,excerpts
or transcriptions. The requirements set forth, in this paragraph will survive the tCtr°jnjn3jj()jjj
of this Agreement.
25) Third Party Beneficiaries
Neither Contractor or County intends to directly or substantially benefic a third party by
this Agreerniera, '"I'herefore, the Rkrfies acknowledge that there are no third-patly
beneficiaries to,tins Agreement and that no third party is or will be entitled to assert a right
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or charm aim against either ofthein based upon this A greerne nit,
26) Uncontrollable Circumsilances ("Force Majeture")
As rinsed herein. -Force Maje ure"nreas i,s tl w occur aronce of any event that prevents or delays
the performance by either party of its obligations Ihereunder which are beyond the
reasonablie control offlic,non-perl'brodirig party. "Force raj are"" include.bUt
are not hinited to, acts of God, natural disasters, or ernergericy governmentall action, To
invoke this paragraph, iwanediate writlen ni,,Aice, consistent with the "Notice" provisions
ofthlis Agreenwrit, inust be sent by the non-pierfornnng party describing the circumstances
constitut4ig force rnajeure and proof that the non-performance or delay of perfontiance is
a direct and reasonable result cit' such event(s), Any Llairn for estension of finic by
CiontractorPurSuarlt to INS paragraph will Inc made not more than Seventy-lwi()(72) hours
after the cominencernent of the delay. Otherwise, it shail be waived. The Contractor shall
innnedWely report the[criflination of the cause For the delay within seveini(y-two('72)hours,
after such wrinination. The County reserves its right to challenge the invocation by, the
Contractor withhi five(5)calendar days of'reeccipt ofsaid notice., in such case uninterrupted
perfoinnaince in required, I lo\viever, in the evient the Invocation is accepted by the County,
the Contractor must take all reasonable measures to rnitigate any and all reslufting darviages,
costs, delays, or disruptions to, the Contractor's perforniancic requirements urider this
Agreetnient, All obiligafioi-Li must resurne when the circumstances of'such event(s) have
subsided, or other affangcrnents are made pursuant to a written aniertidnioit to this
Agreement.
27) Public Entity Crinies Statement
Pursuant to Section 287,133(2)(a), 1-,Iorid,a Statutes, as arnended t"roin, tiiine to firne,
Contractor hereby cerfifies that neither it nor its affiliate(s) have been placed on the
Convicted vendor list Vlowing a conviction for a public einfity,enure, U'placed on that list,
Contractor agrees: to in-unedimely notify the County and is, prohibited frorn providing any
goods or services to a public entityr., it may not submit a bid on a contract with a public
entity for the construction or repair of piubfic budding or PlUblic work, it may not submit
bids on leases of recall property to,to public entity, it may not be awarded, or perfibirtni work
as a contractor, supplier, subcontractor, or consultant tinder a contract with any public
entity; and, it =�y not transact business with ainy public entity in excess, of the threshold
aniount Provided in Section 297.017, Florida Statutes, for Category TWO ($35,01t 0). as
may be airinended, for a period of thirty-six (36) rnonihs frcinii ific dlate ofbeing placed on
the convicted vendor list.
28) Foreign its and Contracts
The Contractor must cornply with any, applicable disclosure requirements in Section
286.101, Florida Statutes. pursuant to Section 2816.101(7)(b),F[orida Statutes:"In addition
to any fine assessed under [§ 286.101(7)(a)l, Florida Statutes],a final order dietermining a
third or subsequent violal ion by an entity other than a state agency or puiliticall subcfivisioni
must autornalically disqualify the entity frown cligibility, for any grant or contract funded
by a state agency or any political subdivision Until such, inefigibility ils lifted by the
Administration Commission [Govern<w and Cabinet per §14,202, Florida Statutes] for
good cause,"
29) Scrutinized Companies and Countries of'Concern per Sections 287,135, 215A731,
2,87.138, Florida Staluies
Contractor hereby certifies that it: a) laws nict bicen placed on the Scrutinized Companies
that Boycott Israel List, nor is cngaged in a boycott of Israel; b)has not been placed on the
Scrutinized Complanies with Acdvifies in Sudan Lim nor the Scruflnized Companies with
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Activities in tile Iran, Terrorism Sectors List (formerly the Iran Petroleum Energy Scoor
and c) hos rto( bccil engaged irl business operaflons in Cuba or Syria, If Colunty
deterniines that Contractor has falsely certHied facts under this paragraph, or i(Comraidor
is found to have been placol cm as list crmiled purquant to Section 215,473.Florida Statutes,
as, amended,, oir is engaged in a bioycoll of 1sr-aci arter the execution of tliiis Agreement,
County will have all rights and remedies, to tenninate this Agreement consistent with
Section 297.135, Florida Statutes, as amende& The County reserves all rights, to waive
certain requirements of this paragraph on a case-by-cap se exception bask pursuant to
Section 287.135, Ilorida Statwes, as amended, Beginning January 1, 2024, the Coulay
must inot enter into a ciontract rhat grants access to an individual's personal ildentifying
infionnation to any I'weign Counky ofConcern such as: PcopIe's Republic of China, tile
Russian Federation, the Islarnic Republic of Tran, the Dernocratic People's Repubfic of
Korea, thic, Republic Of CUba, the Vein ezuelan regime ot'Nichis Maduro, or the Syrian
Arab ReflUblic, unless the C(,,nitractor provides the County with an affidavit signed by an
aulhortzcd representative of the Contractor, under penafty of perjury, attesting dcal the
C0111NICtut does not rneet any of the criteria in SUbparagraphs(2)(a)-(c)l of'Section 287.138,
Florida Slatutes, as rnay be amended. IBeginning January 1,, 2025, the County rnust riot
extend or renew any contract 11ml grarits, access to art individual's personal ideraifying
information untess the (..,onlTactor provides the County with an affidavit signed by an
authorized representative of' the Contractor, on er penalty of pedury, attesting, dial the
Contractor does not meet any of the criteria in subpairagraphs(2)(a)jcl�of Section 287,13&
Florida Statutes, as, may be amendied, Violaiioirs of this Secdon will resuh irn terminatiorl
offlhis Agreement and may result in administraflve sanctions and penalties by the Office
oaf time Attorney Gene14l of the State ofFlo6da.
............................................................................—----—----------------------------------------------
RECTRAC, LLC is not owned by the gUVW111101t oaf Foreign Country ol'Conom), is not
orgainized under the laws,ofnior I'm its Principal Place of Bus iness 4-1 a l"oreign,Courstry of
Concern,and the government of'a Forcign Country of'Cuncerin does not Iha ve a Control I ing
Interest in the entity.
Under pen lines of perjury, I declare that I Ihave read the f6regoing,staterneint and that the
facts stated ion i I are true.
f!J,rl,1e,d Nll,irlili,l,gbl
,,,"P,5
4-1
Tiflle�. ..........
_J
Noncoercive Condu t fpr Labor or Services
As a nongovernmental entity subrnkting a proposA, executinp, renewing, or extending a
contract with as governnient entity, ontractor is required to, provide an affidavit Linder
penalty of rwrj ury attesting that Contractor aloes not use coercion for labor or services in
accordance with Section 787,06, Honda Stattiles, As an auflhoti7ed representative of
Contractor, I certi y under penalties ofpejjury that Conlrador does net use coercion for
labor or serviceq as probiNted by, Section 787,06. Additionally, Contractor has reviewed
Section 787.06, f"lortda Slaftnes, and agrees to ablilde Iby.saime,
3 1) Nondisetimination
The Contractor armed Collnity 4grcv that (here riill be no disc.;-hWna6or1 against any plemon,
and it is expressly understood that urm a determination by a court of comp etcl'it
jurisdiction that discrimination has occurred, this Agreement atitorrialically terminates
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without any further action on, the part of any party, effective the date Of the COUrt order,
Conlractor agrees to comply with all Federal and Florida slattites,and all local ordislanice.s-,
as applicable, relating,to nondiscrinrinalion., These include but are not firysited, to, I) Title
Vil of' the Civil Rights Act of 1964 (PL 88-352) which prohibit.-; discrimination in,
einploynient on the biisis DI'MCe,C0111M, r6gion, sex or national origin; 2)'ride Ix of[lie
Education Arnendirient of 1972. as amoided (20 USC ss. 1 fib 1-1 tiff 3, and l685-168'6),
which prohibits discrimination oin the basis ofsex, Y)Sleictioni 504 offlic Rctryobihlafioni Act
of' 1973, as amended (20 1 JS(,' s. 794), which prohibits, discriminaficni, (in the bus-is of'
disability, il) The Age Disc Hy-rd nation Act of' 1975, as aniended (42 LJS( ss. 6l011-6107),
which prohibits dtscrin'6nation on, the basis of age, 5) The Drug Abuse Ciffice and
Treatment Act of 1972(1"L92-255), asaniendeid,rela fling to nondiscriniinialionon the basis
of drug abuse; 6) The comprehensive Alcohol Abtrse and Mcoholisin Prevention,
Tre'aimenk arid Rehabilitation Act of 1970 (PL 91-616)1, ans airnerided, relating to
nondiscirinlination on the basis, of aIco,W abuse or alcoholism-, 7) The Public Health
Service Act of 1912„ ss. 523, arid 527 (42 US C ss 690dd,-3 and 290ee-3), as amended.
relating t(,.0 confidentiality ofalcolhol and drug abuse patient records, 8) Title Vill of the
Civil Rights Act of 1968 (42 LISC s 3601 ef seq�)� as ameirided, relating to
nondiscrimination in the sale, rental or financing of housing; 9) The Arnericans with
Disabilities Act of 1990(42 ILJSC s. 121 Oil Note), as may be arnended firim nine to,finin.
relating to noind&rinnrnafion on the basis ot'disabifity, l0) Monroe Counly Code Chapter
14, Aiiicic It, which pro[iiibits discriniiination, on the hasis of'race, color, sex. religion,
national origin, ancestry, sexual oricnLation, gender ideir6ty or expression, f'anuhiali staftils
orage; I I)1"he Pregnant Workers Fairriess Act (PWFA) pursuant to 42 LJ,S.C-20OOgg el
scii, arid 1) ATIY other niondisictirnination proviiisrons m any Federal or state statutes which
n-my apply to the parties to, or itie subject nnnatter of,this Agreement,
32) E-Verify Requirements
Effective January 1, 2021, public and private ernployers, contractor's and subcontractors
inust require registration with. and use of the E-verilfy syslein inn order to verily Ifte work
aUthorization status ofall newty hired cmployees- Contractor acknowledges and agrees to
utilize the U.S. Depariment of Homeland Security's E-Verify System to verify the
ernployment eligibility of:
a,) All persons employed by Contractor to perf'on-ri ernployment dirties within Florida
duiring the lerni of fire contract;and
b) All persons (including sul)vcndoet-,s/sL.rbconsLidiarilsisubicojitiract(,irs) assigned by
Contractor to perforin work purSiLlanr to the contract with the County, The
Contractor ac know)leid ges and agrees IhRt LISC Ofthe U.S. Department of Hotneland
Security's E-Vierify Systerni during the term, of[hie contract is a condition of the
contract with the County.
By enteHnig into this Agreernent, the Contractor becoryies obligated to cornply with the
provisions of Section 448.095, Florida Statiriles, "Eirnpi4olyrnent Eligibiihty," as amended
from finie to tirne. This inckides,but is not hmiled to, tuilization of the;E-Verify y tern to
verify the work authoirizatfort status of all newly hired emp loyees, and requiring all
subcontractors to provide ain affidavit to Contractor attesting that the subcontractor does
not employ,contract with,or subcointract with, an,unauthorized aliien. Contractor agrees to
maintain a copy of'such, affidavit for the duration of this Agreement, Failure to comply
with this paragraph will result ini the terms nati on of this Agreement as provided in Section
448,095, Florida Statutes, as amended, and Contractor may not he awarded a pubfic
contract for at least one (I) year antler the datie, on which the Agreement was terminated,
Contractor wiill also he liable far any addltionall costs to County incurred as as result ofthe
terrriinaliion of this Agreement in accorda rice with this Section. Upon executing this
Agreement,Contractor will provide proof of enrollment in E-verify to the County.
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33), Prohibited Telecom munica lions Equiptinient
Contracloir represents arid certifies 11r,,it it and its applicable subc-ontractors of inut and will
n0I USeWly ei(ji,flipsiteni,sysitem,orservice thiat uses covered lielecornununicatioHis ctikiipment
Or services as a substantial or essential conponcril Of any SYSICM, Dr as critical lechniclogy
as part ol'any systern,, as such terins are tised in 48 CER §§ 51204-24 through 52,204-26,
By executing this Agreernienil, Contractor represents and emirs that Corstracior and its
applicable subcontraciiurs 1114OSI 1`1011 PrCIVide tn use such covered lei ecom niunic ations
equipment, system, or services for arry scope of wark performe(i fat the Coinity Ito the
entire duratiorr ofthis Agreemeni, I f'Contractor is notified(iifany sise or provisions of such
covered equipintent, systern,ANC services by a subc unit rac lot,al any I ier
or by any other source, Contractor rniust proitiptly report the iniffinnation in 40 ("I'
52.204-25(d)(2)to County,
34) Antitrust Vitriations; Denial or Revocation under Section 287,137, Florida Statuses
Pursuant to Section 287.137, Florida Statutes,as imly be wrienided,a lies-son or art af(Nliale
who has been placed on the arithrust violator vendor list (clectroosically published and
rip dated qimner1y by the State of Florida)following a conviction or,being held civilly habfe
for an antitrust violation may not subsnit at bid, proposal, or reply lour any rickv contract to
provide arty goods oirservices to a public ernity may not tribe a bid, proposal, or reply
for as new contract with as public entity fbr the construefiori oir repair ofa Public building or
public work; may not subinit a bid. piropoisal, oir reply on new leases(,,)f real property to a
public entity; inay riot be awarded(sir perform work as a contractor,supplier,subcof I's racso r,
oir consultant under a new contract with an public entity; arid asay not transact nevy buisitiess
With a f)Ublic entity, By oitering this Agrecirrient, C."ontractor certifies neither is iunosr its
affihate(s), are on the antitrust violator vendor list at dse (irne of entering this AgreeinaiL
False cerfification under this paragraph or being stibsequently added to that fist will result
in terrnination of this Agreement, at the option, of Ific Couirty coinsistcn( Nvithi seclion
287 13,7, f-Iorida Statutes, as aincrided,
35) Eirivirrmnisentaill and Social G'overirsimcmt and Corporate Activism
Pursuant to Section 287,05701f, I'lorida Statutes, as aray be aniiiendeid, the Ciourity cannot
give,preference to as contractor based on social. political or ideological interests as defined
in the statute, Contractor is also prohibited frorn giving prelorerice to any of' its
subcontractors based on the above referenced factors, VioWjions ofthis Section will result
in terinination of this Agrectnent arid may result in administrative sanctions and penallies,
by the Office of the Attorney Gieneral: of die State offlorida.
36) No Personal Liability
No covenant or agreenient contained herielin shall be deenied to Ix. -a Covenanil or agreernient
of any member, officer,agent or erri of County in his or her ind vidual capacity,and
no irnnennaber, officer, agerst or employee Of C'.()Unfy shall be liable, personally on this
Agreement or be subject to any Iperso nal liability or accountability by reason of the
exelcutigni of this Agreement.
317) Merger; Amendment
I'his Agreement consfititnes the entire Agreement between the Contractor anci the County,,
and negotiations, arid oral unders,laT id i rigs between the parties are rnerged herein. This
Agreement can be supplemented and/or amended only by a written docuinieni executed by
both the Contractor anitl authorized designees or the counity.
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38) 1 titer I)retation
Die, titles and hiieadinigs contained in duos Agreeirient, are for reference purposes only and
will not hi any way affiect the riw,,:rning or 6iterliretatiori (.4this AgreCrTlient. All persorlal
profIOLUIS used in Iltis Agreement include the 1her gendcr, vind the singular inickides ;he
pluiral,and vice versa, Unless 11-re context otherwise requires. Terms such as,"fierehi"refer
to this Agreement as, to whole and not to any parficular sentenm paragraph, or section
where they appear, unless the cimitext otherwise requires. Whenever reference is made to
asection or article ant this Agireernent, such reference is so the section or arficle as,a wholle,
including all subsections thereof, unless the reference is rnade to a parliCU131'snubs ection or
subpHragraph of"such, secfion or arlicle Airiv reference to "days" rneans (4lendar days.
unless otherwise expressly stated.
39) Joint Preparation
It is acknowicidgyid that each party tic)this Agreement had the cipportunity to be represented
by criurtsel in the preparation ofthis Agreerrient and accordirigly the rule, that a confiraid
will bie inteirprelcid strictly against the party preparing, same does noit apply hereint due to
the joiinit contributions of both parties,
40) Severability; Waiver of Provisions
Any provision in thi!s Agreenient that is prohibited or unenforceable in any 'jurisAiction
will,, as tu that jurisdiction, be inefl ctive to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or aiketint; the
validity or enforceability of'such provisions in any otheiJurisdicflon,"I'Vie non-enifi)rcernientr
or any provision, by either party will not constitute a waiveir offlial provision nor will It
affect the oril'birceability of that provision ar of the teinainder of thisAgreernent,
41), Signalory Authority
Upon request, the Contractor must provide the County with copies of requisite
documentation evidencing that the signatory foir Conitraictoir has the authority to enter intoi
this Agreement,
42) Counterparts aind Multiple Originals.
This Agiricement niav be execluted in multiple originals, nand may be executed in
cou i iit er parts, each of which is, hereby dicernied to, be, an original, but all of which, taken
togellier,constitutes one and the same agreement.
[Signatures to follow]
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IN WITNESS WI I EREOF, Coumy asidCo,tmtract(,r,rtiayccxec ited tlis,Agreesnemas of,
the date first written above,
(70NTRACTOR- REC'TRAC, LLC By:
k
4'Print N.,,ume& Title
STATE COUNTY ff OF,�,�
"I
The foregoing instrurnent was sworts lofaffimied and acknowledged b0bre file by
tricans, ol'X ph, sic—al presence or[".`]online nolariLation. this day of`,AUJVU41,S+ , 20;5, by
IIA—, President �,o Au r thority Tide] of RECTRAC, LC d/b/a Vermont
I Sqstcms, a hclaware kia-iiled liability corfipany. HeShie is fa r _ngv known to me/or has
proiduced ....................(�ype of'ideNificafiorw)as idenfificatiom
Edk Wir"a S 11 i 11 g I i I 1 11 a I i I t I re 11 o I r 11 N I o I i I,I t I ry-P ti I b I I I i I c
Notary,Public State of Vermont
Commission No. 157,0016724 ..........................
Cbimissioni Exp,1131/2027 (Print& Sta4�(-Url uoined Namic ol'Notary Public)
BOARD OF G( UN,ry, COMMISSIONERS FOR MONROE COUNTY, FLORIDA
HY: ......................................
Mayor Jaimei K. Schoill
i(Scal)
Altest-1 Kevin Madok, Clerk
As Deputy Clork
Approved as to legal forn'i&suffidency:
Eve Mi,. Lewis I'�r,",,',�,1,4,"n2l,Y,,"�IR),",'�,i����",M,"',',,[�,v,',,,�)mi'��4"w"'6'50
............................................................
Fve M, Lewis, Assistant County Attorney
Page, 15 d 15
"COMPOSI'TE EXHIBYr A"
VERMONT SYSTEMS
SERVICES AGREEMEN'T
This Services Agreement is entered inito on ("Effective Date") by and between RECTRAC,LLCd/b/a VERMONT
SYSTEMS, a Delaware limited liaWlity company having rots principal address at 12 Market Plaice, Essex Junction, VT 05452
("VS,""'Licensor,""we," "our,"or"usli and the custorner identified in Section I below("Customer," "Ucensee,""'you"or
""your"") (each a "Party," and, collectively, the "Parties"), This SierOces Agreement, including all attachinents,schedules,
exhibits or Addenda referenced herein,shallll c6liectively comprise the"Agreement"between you and uis.Terms not defined
below swell Ihave the rneianings as sit forth in Section I of the Terms of Se rvice,
I.CUSTOMER INFORMATION
Iness A-sTJf-5—ppTjabT0J'—"—
Monroe County
mss
ice Affl�ress
102050 Overseas Hwy, Key Largo,FL 33037
act h! 0 GiWR intact a cusltcrrnierrls� eneir-STITC-0 taCtltora RaWttersun Mer ie�enera�nt P on, n a eiiintaicalt
erneatj
Gabriel Price, IT Project Manager 305-295-5127 pace.Ga be@ IM on roeCiou nty-FL,Gov
in g rn�aers u�ne r�e 1 1,�ing �,n 5dff PhiNVe
Agreement) --
'or"' U 5
........................................ ........ "W'SiWEk`R—cu-t—ive NSVa re-sa-e-cUffie-M-a 4—
Phone
Doan Greer 8012-255-2151, Dyiar°r�G@,Verr'nor)tSystervis.colm
— -----------------------------------------------------------------------------------------------------------------------------------------------
w&Fe&se.,
-Renewsi,14ef
Software Maintenance and Support fees are billed annually and will blecorne effective on your choice of January 1,May 1,
July 1,or October 1. Our goal its to closely align the term with our Annual Maintenance cycle, Thie first yea 3r'siriivc)icewiilllI
he proratied, in your favor, based on,the date you select below and upon the contract execution date,
please choose from the followingg,Annual Maintena nce Biliflina InAtar,
no January 1
No �May I
X July I
No
October 1
*Note:T1he;fee proration may not apply if contrict execution date and maintenance cycle start date are less thana month alparl,
ti
VERMONT sys-rEMS
3.SERVICES&IFEIES
Servicips and Fees aria set for-th ini qLityte# QUO-1,7972-55('15HAll Fees Yw�ill be due 30,days foilovving hwcdce receipt,
3.a TAX EXEMPTION.rh�,'?cur stowier need,;to mark the appiroprate box,
---—---------------------
YES Yes,weare exempt,ff yt—s�jLleasejprovide,acertificate o,
.......................................---m........
NO NO,We are not rxenffq�l�
4, PAYMENT SERVICES
. .............. . ....................................................................... ......................................................................................................................................................................................
x
Induded Cmlmnex Is sellectingvS tan tarov�idePa�Vvnie.iirt Services and wdt entei intoa separate Sub-Merchant Agreernent
Mthi us,as tht,PaYII t&cdftmcr,
Not Mckided Custmnev wrH be handfing[ts own paymenk processing and payment ser0ces on Its own of thruuo another
thnd,party payrrient smIIces provider, VVeconsWeT theseseirAces for which we me
inot respons0ble oir RaMe,
HOST'ING
............................................................................................
CustoirvierIlIsHosting fts Cuslornev IS mrhoosing to host dIs own clata IlaacaHy, wi Its own semers. VS us not habk,.�for Moss W,Customer
Own Data Data nir any kabday resufting fiam Cusirvnei['s dposwIn u)hust it's own
x
VS N Hostilng VS Is hosting f,usitomerC�at�,3otiVS-coqstrolille4,,erver5,
Customer Data
.....................
6. TERMS OF SERVICE
Customer Dias rece�ived, understands and agrees to the VS Terms of Service.
7. PRIVACY&SECURITY
Custorner has received,understands and aere�es to the VS IPriv men....t,
...................
ADDITIONAL ADDENDA
The folliowingAddenda,are included and tinadepairt of this Agreement:
in lerms of Service
IN Ser0ce Level Agreement �Software)
VERMONT SYSTEMS
* Hosting Addendurvi
* Payfi,ac Addendurn
* Quote No.QUO-17972-S5,Q51391
--f5�mer*avmd�-vnderstvmft and agrees,to lhe terms of the
--taymf
.........................I.....................................................................................
C u st om,er Vertniont Sy�stlems,,
.. . ... ...... ...
-----------------............................... .......................................................
inroe County, FL RiecTrac,LLC d/b/ai Vermon I Systems
---------------------,--------------------------------------------------
' EXHIBIT O?4LY
By: B y�Pa trick Hayden Tits i(PrInt Name)�ts
Its:President Date:
Di a t p
CN
ti
VE R M 0 N T S Y ST E M S
TERMS 01�' SER%ifICE
11 DERNMONS, Capitalized terms used but not otherWise defined in these Terms of Service will have the mearring
aisciribed to such terms,in,the Services Agreement or other applicable Addenda!,
"Aidden,clum"or"'Addenda"'rinleans a document added to the Agreement containing new or supplemental terms,
"Agreement"' means the SeMices Agreement and any aftaichments,schiedules,or exhibrts referenced therein,
which could iinclaude the Order Schied0e, Privacy Policy,Terms of Service,Service Level Agreement,staternient of
Work, Sub-Merchaint Agreement,or any later-signed Addenda.
"Billing Period"ni the period of trrne covered by a single recurring dues fee for Services. Recurring fees will
be based on contract execution date. Unless otherwise rioted, a filling Period will be billed in advance and will
cover a period of oline (1) year,
"Cardihiolder Data"" is a subset of Customer Data and generally includes a Patiron's name, billing address,,credit
card number,expiration date and CVV code.
"Confidential information"' means ainy and aill information disclosed by either party to the other which,is
marked "confidential"'or"proprietary"' or which thie recipient kniows or has, reasoin to know is,regarded by the
disclosing party asssuch, including inforrination disclosed orally. "Confidential Infornri does not include any
information that the receiving party can dernoristrate by its written records;(a)was known:to it prior to its,
disclosure hereunder by,the disclosing party;(b)is or becomes known through no wrongful act of the receiving
party; (c)has been rightfully,received from a third party authorized to irriake suldh a disiclosure;(d) is
independently developed by the receiving,party; (e) has bleein approved for release with the disclosing party's
�prior written authorization;or (f) has been disclosed by court order or as,otherwise required by law, provided
that the party required to disclose the information provides,prompt advance notice to enablle the other party to,
seek a protective order or otherwNe prevent such disclosure.
"'Customer"'is a VS customer.The Custorner iis the individual, business entity, noni-profiit, military branch,nor
municipality contracting with us to receive Services as more specifically identJified in,the Services Agreement
Customer rnay also,be referred to,in the Agreement as"you," "your"or "Licensee,"
"Customer Data"'is the content, information or data whichi you, your Enid Users an:d/oir your Paitron:s enter into
the Software associated with our Services,Customer Data may include- Piatron Data, among other types of data,
"Effective Date"shall(have the meaning as set forth in, the Services Agreement,,
"End Users"are your authorized users,of the Software associated with our Services.Those licenses associated
with a Custorner'sconcuirrent End Users will be listed in the Order Schedule,
"'Fees,"mean any and)all fees associated with the use of our Services, iint:Wcling(biut not limited to(Software
Fees, Hosting Fees"Support Fees, any fees associated with our Payment Services,and/or any fees associated
with Professional Services,ais well as,arty other fees or charges permitted by the Agreement, Fees,may be
recurring, anon-recurring, or one-tirine,as more specifically described in the Order Schedule,One—tlme fees
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C)Recl"rac,ILLC All rights reserved.
Last reviision DiecL,,mber 2024
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fill VERMONT SYSTEMS
(hardware,training,on-site,etc,) wiIII be billed an an as-usedl basis
"Fully Executed"means whien all parties have signed the agreements.
"Hardware"" means thecornputer equipment, point-of-sale terminals,or other technical hardware distributed by
us or by a reseller on our behalf. Hiardwaire may contain firri or software.
"Hosting Fees"' mean the fees associated with the hosting of Customer Daita on our VS-controlled servers and
systems.
"Initial Term"'is the initial term for Services,as deschbed in the Services Agreement,
Intellectual Property Rights" means all patients, rights to inventions, li models, copyright and related
rights,, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in
goodiwdl or to sue for passing off, unfair competition rig,hts, rights in designs,rights in,computer software,
database rights, morall rights, rights in confidential information(including know-how and trade secrets) and any
other intelielctual property righits, iry each case whether registered or unregistered anid including all aippilications,
for and renewals air extensions,of suchi rights,and allI Silrnilar or equivalent rights or forrins,of protection in any
part of the world,
"Negative Acicrual"occurs where the total liabilities associated with your account exceed the total avaidable
funds in the account during a given irernit cycle,,
"Order Schedule" means the schedule in tie Agreement which itemizes and describes the Services we are
Milling to provide to you and any specific fees you are ag,reeinig to play us for such Services.
"Patrorl rnean(s)the individuais who purchase YOUr Products and/or services and who otherwise interact
with the Software associated with our 5ervkes,Paitroins are your custorners,clients or mernbers,
"Patron Data"" rneans infonyiation about Patrons entered into the Software by you, your End Users or your
Patrons, Patron Data may,include(but is not limited to)personally identifiable information and/or Cardholder
bate.
"Payment Services" rneans the payment and billing-related'services that we may provide to you uinder the
Agreement, Payment Services may be described in the Order Schedule or in a separate Addendum,and your
receipt of Payment Services requires that you enter into a separate 5ubl-meirchaint Agreement wiith us.
"Professional Services" are any professional services proviideld outside of our initial unconfiguired install of the
Software associated with Our Seirvicies. Professional services may include consulting,custorin development work,
implementation,supplemli or,onsite training, remote training, or projects which generally fall outside the
scope of the Agreement. Unless otherwise agreed, Prof essioniM Services willi,be dockri,inented under a,separate
Statement of Work and signed by the Parties.
"Services"' rivean any ands alll of those products and/or services offered by us to you under the Agreement,.
Services away incilude products or services related to software, hosting, hardware, implernientation,support,
training and/or payments-A specific itemization of Services can be found in the Order Schedule.
"Services Agreement" means the contract (between your arid us for Services, The Services,Agreement, together
5
ORecTrac,LLC A111 rights reserved.
Laist revislan December 20,24,
ti
VERMONT SYSTEMS
with any attachments, schedules or exhibits referenced therein, is broadly referred to as the "Agreernent"
between you and us.
"Software"means our proprietairy technology software and any and afli associated modules, wehisites,third!
party integrations and/air mobile applications(if applicable).
10 Software Fees""meain those fees,associated with your access to and use of our Software or any cornpicinent
thereof,Software Fees are charged annually uniess otherwise agreed upon and as specifically described in the
Order Schedule,
"Spllash Page"means the main landing page for WebTrac, The Splash Page will Ihave buttons, images, ands links,
toi other areas withiin WebTrac, it's the starting page from which a customer will navigate to ail other programs,
available activities, classes,etc.
"Sub-Merchant Agreement" mearts crur Sub-Merchant Application and Agreernent and Payment Service Teirrins,
and Condiltrons, which govern the terns and conditions under which we are,willing to provi�de our payment
Services,.
"Support Fees" rnean those flees,associated with our Support Des1k,which:enables customer support thirough
live channels like phi and chat.We may charge Support(Fees monthly or aninuaHy or as more specifically
described in the Order Schedule,
"Renewal Teirni means the period which immediately follows the expiration of the initial Term, as described in
the Services Agreement,
"Team"includes' S's employees, officers,directors,owners,attorneys,affiliates or representatives.
"Term"' rinleans,the terimi for Services and includes both the WWI Terrvi and any Renewal Terms, as applicable.
"V'S"i Rei LLC d/b/a Vermoint Systems and its subsidiaries, successors and assigns. 'S's business
address is 12 Mairket IFlace, Lssex Junction, VT 015,452. VS may 41so be referred to in thie Agreienient as"Licensor,
""we"" 'Rour,"or"us,"
2) ACCEPTANCE
You accept the terms of the Agreemient when you Ja)click-sign your acceptance to an online version of the Services
Agreement; (bi)::sign a hardicopy of this Services Agreement;and/or i(c) access the Services or otherwise accept the
beri of Services,You expressly acknowledge that the person accepiting the Agreement on your behalf has the
proper legal authority to hind you as the Customer.
31 G,RAW OF RIGKrS.
a) Grant of Flights by S.Upon the Effective Date, and subject to youir timely payment of Fees and remaining in
compliance with the Agreement, we grant to you a limited term,worldwide, non-exclusive,noin-transferrable,
non-aissigniable(licensee to,access and use our Services, including the Software, during the Terrn solely for the
lawful operation of your business. The licensed rights cle5cribed herein shall be firinitied to End Users authori2ed
by you to access and use the Software, and your Patrons who haive a legifiniate right to access and Use your
prodiuctsk and/or serviices, The licensed rights conferred herein do not constitute a sale and do not convey to you
or any third party any right of ow,neirshiip in i to our Services,including the Software,or any of our lntellieCtl.41
Property Rights. Upoin termination of the Agreement for any reasoin, any rights granted by us to you well
iii I raic,LLCAIII rights reserved,
Last rii Decernbef 2024
un
VERMONT SYSTEMS
automatically and without notice terminate, The method and nm,eans of providing the Services shall Iblum n,rnufer our
exclusive control, nmana ennent and supervision, although we will try to give your specific requiests due
consideration.Any rights not specifically grantied under the ARreernent are expressly reserved,
bi) Girant of IRilghits by Customer, Upon the Effective Date,and subject to our rennainiinR in compliances with the
Agreement, you grant to us a limited term,worldwide,non-exclusive license to access and use your Customer
Da:tai(including any Patron Data,as aipplicable( to deliver,monitor and maintain the Services in accordance with
the Agreement. Any rights not specifically granted under the Agreement are expressly reseirved.
cj Excess Use.We wwilll provide you with the number of'authorized End itlseir liceimses as set forth im the Order
Schedule to access and use the,Software,You shall have access to fuwunuctionalities in the Software that can
generate reports indicating the number of authorized End Users accessing the Software at any given time, In the
event that the number of concurrent End Users exceeds the number of elllo,c ted licenses described In the Ordier
Schedule(""Excess Use"), we wwrill notify yotu by email about such Excess Use and, if you do not reduce the Excess,
Use within 30 days of such notice,you will be regtmired to pay for any Excess Ilse with additional Ilicenses,which
shalN be described in a new invoice and which will auutonnaticallly update the Order Schedule,
d Prohibited Use.You shall not use our Services in violation of the law,,whether local, state or federal(including
but not limited to time CAWSPAM Act„the Telephone Consumer protection Act,this Leo,-lwlot-Call lmpllernmerntatiion
Act,the Annedcans with;Disabilities, , or any consumer protection statute);to i�ntentNonalllly bypass a security
mechanisrm in the Systenn(s)�„to reverse-engineer the System(s), or any cornnponeimt thereof„ regardless of the
reason why;in a way that aidvers,ely impacts the availability, reliability or stability of the Systernn(s), or any
component thereof,to intentionally transmit miateriail using the Sysstern(s)which contains viruses, Trojan
horses,,worms or some other harmful computer program;to send unsolicited advertising, marketing or
promotional materials,,whether by email or text, without the recipiient's,Iegallly-'valid consent, tocommit fraud,;
to transmit material that infringes on the intellectual property right of others; to transmiit material that i
harassing, discriminatory, defamaitoirya vulgar, pornographic, or harmifu�l to others;or in viiolaition of this
Agreement.Violatiio n of this Prohibited Use policy may result in inmmediate suspension or discontinunation of
Serwmces,or legal action,which could result in civil dainnages or criminal punishment,
4) TERM,TERMINATION,
a) Term,you well be obligated to the Term as described in the Services Agreement,includiirng,any auto renewal
provisions.
by Termination for Cause.iPrior to expiration of Cline Initial Term, either you or we may terminate the Agireemient
for cause(al)upon 30 days written notice to the other party of a materials breach if such breach remains uncured
at the expiration of srrch period~(b) iif the otheir party,becomes the subject of a petition in b�anl uruptcy or any
lather Proceeding relating to insolvency, receivership, liquidation or a�ssignu eirnt for the benefit of creditors;or
(c) if the other pairty dissolves or ceases to do business in the ordinary course. If our termination of the
Agreement is for cause,then you shall remain Viable for any Fees covering the remainder of the Imnit4l Term,or a
Renewal Term,as applicable,after the effective slate of such terrniunation.Termination foss cause wrwrill not
preclude the non-breaching party from exercising any other rights or remedies permitted by law,
c) Termination forConvenience (without Cause).Either Party may terminate without cause after the initial term,
has ended and the Renewal term has begun and should you choose to terminate once you are in ai Renewrwal
Terra, provide a Sty-damy advance written notice of intent to cancel before the end of the annual maluntenaarnce
cyclle date,and.services will cease" per the annual rrmainteruarice date.MIDTERM CANCELATIONS WILL NOT BE
ACCEPTED.
d,) Termination Notice.For termination too be considered effective, you must send your termination, notice via
em�aill to ccruuntsReceivable. vernnrilrnts steinrus.corrn or biy. writingtoe
Vermont Systems,Inc.at 12 Market place,Essex function,VF05452,
E SILL NIOT ACCEPT TERMINATION N NTIu 'ES R RIEQt1EST VIA p'HtTNE CALL OR PHOINIE PAiESSAGES.
ALL TERMINATION ITT jMUST BE
_INWRITING.
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IRectrac,„LLC A111 rights reserved,
Last revision it cnmb r 202''4.
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VER,MO�NT SYSTEMS
5) FEES; PAY MEINTTERMS,
a) Payment of Fees.You::agree to pay us all Fees permitted by the Agreement, Fees for specific Services are
described in the Order Schedule and will be billed annually, or as you and we may decide, All Fees are based on,
Services provided, not on your actual usage. Except ais plernlitted by thie Agreement,all Fees paid are non-
refundable,
b) Fee Commencement. porno the contract's eXeCclb0n,the initial pro-rated iniViGice for the software slubscription
and hosting will Ibe issued,ancip IMMSnLw iillll be dtue.Ciontracts are considered fully executed when both parties
have signed,
0 Due Date; Late Fees; Interest, Payment is due,within 30 days from the date you receive our inviotce(the"Due
Date"),then we imaiy charge you a Late,fee Lip to 5%of the total invoice.Al] payments are due in iU.S.dollars.
Unpaid balances owecLIQ u /2e gill accrue interest at the rate of 1,5,L r mi
d) Error Reporting.Please report any errors that yore see an an invoice immediately.if you do not dispiute a charge
within 30 days after receiving it,you will be considered to have accepted the charge,invoices are sent to the
contact person on file,YOU ARE RESPONSIBLE FOR KEEPING ALI,CONTACT IINFORlww ATIONI CURRENT.
e) COLT increase,After the FIRST TWELVE (12) MONTHS of the Wtial Terri all Fees,shall Ibe subject to,a cast of
living and technology("COLT") enhancement increase not to,exceed five percent(5%) or the aggregate change
in the CPI (Consurner Price I:ndex),,VS reserves the right to,apply,the COLT einhancernent to array fees after the
FIRST TWELVE (12) MONTHIS of the initial term,AND atthe start of each Renewal Term, in its solle and absollute
discretion,
f) Breach for Non-Paiyment of Fees Payment not made within 30,days of the Due Date will iresullt in an,autornatlic
breach of the Agreement arndl start the clock on a 20-day periodi in which to cure. If payment is stil1 not received
by the 5 1st daffy after the schediu,lled Due IDatie, we reserve the right to suspend Services unH all outstanding Feels
are paid. Continued non-payrnent of Fees more than 60 days after the Due Date will result in a default undier
the Agreement and will be considered seriously delinquent, In the event of default, all payments citherwise due
to us under the Agreement will be accelerated and will be considered due and payable by you immediately, as of
the date of default.We shall have no obligation to,r6lease any of your Customer Data until all outstanding Fees
,are paid in full,WE RESERVE THE R11GHTTO TAKE LEGAL ACTION ON ALL SERIOUSLY DELiNQUENT ACCOUNTS.
g) Taxes.If you afire a tax-exempt organization,then this provision doles not apply.We have no obligation to pay
your taxes under any circumstances.Taxes may include value added tax(VAT),a goods and service tax(GST),a
sales tax,or use or withholding taxes assessed by a local, state,federal(, provinciall or foreign government e!ntity
(collectively, "'Taxes,"). Please make sure that you have taken appropriate steps to,pay,your Taxes.
h) We are obligated to,comply with all valid tax(tens or levies associated with your business. If We 11nUSt pay Taxes
on your behalf,you agree to incleininnify us for any such payments within 30 days from your receipt of a special
tax-related invoice,
61 MODIFICATIONS.
a) Changing the order Schedule,You may add or remove Services duiri ng the Term at any dine Iprov ided that we
agree to such changes. We reserve the ri ht to change our fees and/or introduce new charges at any firne with
at least 30 days prior niotice to you,which notice may be provided by email. Regardless of whether our
discussilion,with you about changes in Services occurred verbially or in writing,we will document any Service
changes in an updated invoice which we will send to you for review, if you disagriele with the Service change,as,
reflected in the invoice, please notify us immediately,if you pay the updated invoice,accept the benefits of any
added Services,or frail to object to the updated invoice within 14 days after you receive it, we will consider you to
have accepted the changes, which will be considered a valid modification of arty Order Schedule then in place
(Mtich will, in turn, upidale the Agreement autornaticaNy).
b) Other Chaingles to the Agreement.Except as otherwise described in,this,Section, no modification of the
Agreemient will The binding unless in writing and manually signed by an authorized representative of the,parties.
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OfiecTrac, UC A,H hghts reserveld.
Last revisimi itwereruwtnuwr 2024
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V E R M 0 N1 T S Y S T E M S,
7) CUSTOMER UATA.
a) Customer Data Generally.You represent and warrant that you own or have appropriate rights to all of youir
Cuistomer Data, Yoiui shall haive sole responsibility for the accuracy, quality, integrity, legality, reliability,
appropriateness, and intellectual property ownership or rights to use of alll Customer Data(including Patron
Data, as apphcable). Except as,specifically provided for in the Agreernent,we shall not be responsible or liable
for the deletion, correction, destruction,damage, loss or failure to store any of your Customer Data.
bi) Open Database Connectivity(ODBQ�VS will support establishing an ODBC connection in environments,where
allowed (such as VS Premium Cloudi Fliosting). The database schema can be printed running the"RecTrac
Dictionary Listing"report frorn within the Rec'Trac application. Current entity relationship diagrams are also
available(can be accessed'via VS iFTP situ. 'No other OD�BC support services will be provided by VS, such as but
not lirrilted to development assistance and development troubleshooting.
c) Hoistling Obligations, Hosting of Custorner Data on VS-controlled servers and systerns does not come standard
with all Agreernients,;Custorners must specifically contraict for hosting services and pay all associated Hosting
Fees IF VS CUSTOMER DOES INOT SELECT VS's HOSTINGSFRVICFS, AND INSTEAD CHOOSE TO HOST CUSTOMER
DATA ON ITS OWN SYSTEMS AND SERVICES,THEN W'E MAKE NO,WARRANTIES AND DISCLAIM AIL LIABILITY
ASSOCIATED WITH SUCH CUSTOMER DATA OR CUSTOMER'S OWN HOSTIING ACTIVI-fiES,l INCLUDE NG(BUT NOT
LIMITED T-0) INCIDENTS RESULTING IN DATA BREACH, MISAPPROPRIATION OF CUSTOMER DATA, VIOLAVONS
OF PRIVACY RIGHTS,ANID/1011 ANY 01THER SITUATION RESULTING IN DAMAGES OR IMO,NIFTARY LOSS ARISIlNG
OUT OF OR RELATING TO THE HOSTING,OR STORAGE OF CUSTOMER DATA,
9)' S,PLASH PAGE. Except for the template we provide,We disclainn all liability with respect to the W'ebTrac spllash page
including (but not limited to)compliance with Section 508 of the Rehabilitation Act of 1973,as amended(29 U.S.C.§
794d), and its implementing regulations set forth at Title 16,Code of Federal Regulaflons, part 1194, the Americans
with Disabilities Act, or any other applicable federal or state laws or iregulllatiorns relating to,accessibility for persons
with disabilities.
91 HARDWARE, We shall have no obligation to provide you with the Hardware necessary to access our Services or use
our Software.Any Hardware used must comply with our rninimum system requirements. If we choose to,pirovide
you with Hardware, a description of such Hardware and pricing will be described in your Order Schedule., In the
aibsence of specified pricing, we may provide yuouui with Hardware at our then-cuirrent imarket rates. Full pay"rent for
Hairdware and any related third-party software is,due following delivery', The verification process must be completed
so that all payments can be maide within 30 days of delivery,Any VS-supplied Hardwaire will include warranties from
the manufacturer or disthbutor, as applicable,foir a specific period.we offer no,warranties,on Hardware,
10) INSTALILATION;TRAINING. We will provide an iin1ia,1 unconfigured install of the Software as part of the Fees you pay
for Services, Subsequent installations,or software configuration will be subject to additional charges on a,"time and
materials"basis at our standard rates. Based upon on a mutually agreed implementation piain, we will provide
training and setup services at our standard raties,(plus expenses- if any a:re incurred), Implementation and Training
may be performed remotely or on-site. We also offer access to online training materials, including user refereinc�e
manuals, installation planning guides,, report listings,"FasTrac" how-to,videos,online help,and a sairnple training
database with tutorWs.You may request follow-up or adidibonal training,s at ouir then-current hourly rates,and
subject to scheduling availability.Unless we agree otherwise, any additional traming will occur oinfine (reirnote).You
may request on-site training,at our then current day rates, subject to scheduling availability. For on-site training, you
will be responsible for all VS expenses associated w1ith traivell, lodging, meals and other necessary expenses
associated to the project. If schieduledtirainin9
: is cancelled with less,than three(3)weeks'notice,you will be
responsible for any travel expense losses, plus an additional rescheduling/cancellation fee of 1(yyo,of the price per
scheduled block of time/minimurn $125,00,On-site and/or remote training booked over a weekend or holiday may
be siobject to add1tional charges.
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11) CUSTOMER SUPPORT.
a) Ali Custorners in good standing will receive offline support and access to a VS support documentation library.
Online support includes access to,an online knowledge database,support videos accessible through the VS,
website, e-learning content and the ability to participate at no additional cost in periodic live webinars offered
from time to time by VS,The VS support documentation library iis accessiiblle through tine VS,wiebsite and
includes access to user reference manuaN, instaltaition plarming,guides, report lis,tings, online help, and a samp'le
training database with tutorials. Custaimers can print any number of copies needed to train staff aind manage
their business operation, Customers can access support channels ori 24 hours a day, 7 days a week. VS's,
standard support services are included with Customer's payment of Software Fees.
Additionally, our customers will receive access to our award-winning"Support Desk,'"includes phone and chat
support with a live VS suipport agent.
Custorners receiving support shall be-responsible for paying Support Fees as described in the Order Schedule,
The Support)desk iis open for call-lin phone support five('5l days a week, Monday through Friday,8 am ET to 8
pirni ET;reail-tiime chat support is available five(5)days a week, Monday through Friday, 8,am ET to 5 pm ET.
Support includes online pioirtail case creation, email aissis�tance,and call-back services, and Customer ability to
partake in reirrictie-in Vitae support services via,Zoom, Microsoft Tearris or Beyond Frust when applicable,,
bi) Customer Support Not Provided.We dio not provide the following custorner support services as part of the
Agreement� (a) lUsage of after-hours emergency support, 8 prin El'to 8 aim ET, Monday through Friday,aind
Sat�urdaiy,Sunday and!holidays, 24 hours, 7 days a week,d (b)travel and out-of- pocket expenses for linistallation
and on-site training services;(c)telephone support related to computer hardware, operating systems,
networking, rein stalllai t ion and configuration of application software(including VIC), point-ofYsale hardware, and
access control hardware; (d)telephone support anid/or training,as a substitute for on-site training or classroom
training;(el V'S application software WAN access configuration;if)custornized discovery, custom programirning,
development, and maintenance,;(g) interfaces to export or irnport data from or to other aipplicatiion software
datablases;arid(h)extended dedicated support to implernent or chain certain functions, such as Switching
from cash to accrual accounting or custornizing WebTrac splash page; (i) performing periodic VS software
updates if database is on-premises;6)puirchiaise installation or configuration of SSL certificates for on-
premises configurations;and (k),data entry or database management,, VS may provude some of these Services
under a separate engaigernent, the terms of which should be agreed upon and docuniented in a signed
Statement of Work.
c) Remote Access Authorization.We will provide you with ongoing support for the proper functioning of our
Serviices,, including the Software,which,we may provide or,make availaibille through remote access to your
technology systems. Remote Access will be made available if needed upon request, By using our Services, or
accessing our Software, you expli authorize us to access your technology systems remotely, if needed,for
the limited purpose of providing yolu with any support relevant to Our Services, You shall be sollely liability for
the cost, iriteroperability, proper functioning,and security of any remote access fad llities or methods used by
you, and we shall not be deemed to,be in violation of our obligations to you, nor in breach of the Agreement,as
the resulit of our inability to remotely access your technology systems, We agree to use cornmercially
reasonable efforts to comply with any of your published security-related Iprotocolls when rernotely accessing
your techniology systems,
12) PAYMENT SERVICES,To be eligible for Payment Services,you must complete our Sub-Merchant Application and
subrnit it to VS Company underwriting for approval. Once accepted,your Sub-Merchant Application will convert to a,
Sub-Merchant Agreement, inclusive of the Sub-Merchant Application and Agreement JS,MAA)and our Payment
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Service Terrns and Conditions,which shall be considered part of the Agreenwint,
13), PROFESSIONAL SERVICES.We reserve the right to provide you with an estimiatecif fees for Professional Services
based)on the approxiniate number of hours we think willil be reasonably requiried to complete an einigagernient,
multiplied by a fixeid houirlly rate.IIf we underestimaLe the fees for professional Services based on work actually
performed, you will be responsible for any cost overruns at the same hourly rate.. We will invoice youai separately for
cost overruns,To helpyou Brack and plan for any cost overruns,we ww ill track our actual Professional Service hours
and, upon written request, provide you with a weekly time report. Any specific details of an engagement for
Professional Services should be described in a Statement of Work and signed by the parties, Any fees for
Professional'Services will be considered part of the Fees owed under the Agreement,
�14) CUSTOM DEVELOPMENT,While,we welcome any suggestions or comments you might have about how we can
improve our products and services, we do not custom develop our Services(including the Software)to suit the
business needs of any particular chent.We will consider all suggested hDisrovernents to the Services, and,as,we
determine, will incorporate any approved items to our development roadirnap. If there is a feature or functionality
that you vwouldl like to see added to our Services, anid you would like the Project completed on a certain timeline,
you can make a custonn development request and, based on our staffing and other considerations, we willscope the
project and provide you with a written quote:which you can accept or reject.Clustiorn development work will be
considered a separate. engagement for Professional Services wind willil be billed outside of the Agreement.Custom
development work shall not be considered work-for-hire. We willl own and ciontroll any product outcome of the
engagement and we reserve the right to incorporate any new feature air functionality into our larger product or
service offerings,
15) OWNERSHIP RIGHTS.
a,) What Belongs to VS, 'We reserve ,all title and interest to our Intellectual Property Rights. We alone own our
Intellectual Property Rights, in addition to,any suggestions, ideas,, enhanicernent requests, feedback,
recommendations, or other information provided by you or any other Party relating to our Services. In addition,
we,retain alll rights, tittle and interest in and to our Software and any splash page designs that we may create
and/or maintain on your be half and license to you, The Vermont Systenvsm,VS"N'and VS Payments'""names and
logos are registered trademarks of Vermont Systems and no right or ficense is granted to use theim witholuit our
express wwuriitterwi permission.
b) 'What Belongs to Customer.With the exception of Patron Data(whiich remains the property of individual
Patrons), you reserve all rights,title and interest to your Customer Data, You own all nights, title and interest to
Customer traidernarks, service mairks and other initellectuall property.We reserve the right to withhold, remove
�and/or discard youir Customer Data without notice for any breach, including without[imitation,your non.
payment of Fees
161) CONFIDENTIALITY.A panty(the "Receiving Party"')shall not disclose the disclosing party (the"Disclosing Party")
Confidential Information to any person or entity, except'to the Receiving Party's employees who,have ai need to
know the Confidential Information for the Receiving Party to exercise its 6gl-its or perform its,obligations under the
Aigireerneint. Notwithstanding the foregoing,each,party rnay disclose Confidential lriformation to the firnited extent
ireqluired (a) in order to comply with the order of a court or other governmental body, or ais otherwise necessary to
corriplywith applicable law, provided that the party rnak4iig the diiscloslure pursuant to the order shaHi first have
given written notice to the other party and made a reasonable effort to obtain a protective ordeir;or I b)to establish
a party's rights under this Agreement, including to make required court filings, Each Party's obfilgations of non,
disclosure with regard to Confidential Information are effective as,of the Effective Date anrfl will expire one year after
the termination of the Agreement; provided, however,with respect to any Confidential llnfoirrination that constitutes
a trade secret(as determined under applicable law),,such obligations of nion,disclIci will survive the termination
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or-expiration of the Agreement for as long as such Confidential In forrnation remains subject totrade secret
protection uln der applicable Illaw,
17) PROTECTION OF EDUCATIONAL INFORMATION. We understand anid acknowledge that in the performance of our
Services,we may have access to,privaite and confidential information regarding students, parents,guardians,faculty,
doinors, employees,staff, alumini (collectively, "Educational Information"')that may be covered by the federal
Family Educational Rights and Privacy Act ("FERIPA"), or similIar state laws.We will Inapt disclose,copy, or modify any
Eduulcationall Information without your prior written consent,or unless otherwise required by law.We will noffy you if
we become aware of a, possible unauthorized disclosure or use�of Educational information.
18) CLIENT RESPONSIBILITY,You shall be responsible for all liabiliities arising out of your acts and orn�issuons inclurfing
any use of VermantSystem's Software ar.products,
191) LIMITED WARRANTIES.We represent and warrant that (a)we own the appropriate rights to license and/or,
sublicense our Se,rvices,Iincludinig the Software);(b)the Services(including the Software)will icoinform with any then-
available published specifications; (c),to the best of our knowledge, our Software is free of any viruses,, Trojan horses,
nialware, spyware, ra nsomware or other harimful code;and (d) that there have been no violations of copyrights or
patent rights in connection with the Services findluding the Software)offered.We do not warrant that the Services
(includiing the Software)will be entirely free from defect or error, EXCEPT AS SIPEOFICALLY STATED HIERIE IN,,THE
SERVICES(INCLUDING THE SOFTWARE)ARE BEING PROVIDED ON AN "AS, IS" BASIS, WITHOUT WARRANTY OF ANY
KIND. EACH PARTY HEREBY EXPRESSLY DiSCLAIMIS ALL OTHER WARRANTIES,WHETHER EXPRESS OR,IMPLIED.No
advice or information, whether written or oral,obtained from us, or any meirober of our Team,will create ainy
warranty not expressly made.If you are a California resident, you waive California Civill Code § 1542,which says: "A
general release does not extend to,claims whiich the crediitair does, not know or suspect to exist in hiis favo�r at the time
of executing the release,which if known by him rust have, materially affected his settlement with the debtor,"
201) LIMITATIONS OF LIABILITY,
a) EXCLUSIVE REMEDY.YOUR EXCLUSIVE RFMFIDY FOR ANY FAILURE OF OUR OBLIGATIONS UNDER THE AGREE MENT
SHALL BE YOUIR,RIGHT TO TERMINATETHE AGREEM E NIT FOR CAUSE AND WITHOUT PENALTY, AN D ANY CREDITS
WHICH II' AY BE DUE UINDER AN APPOCABLE SERVICE LEVEL AGREEMENT' (IF A SERVICE LEVEL AGREEMENT
IS OFFERED,AS PART OF THE AGREEMENT).
b) EXCLUDED,DAMAGES, IN I EVENTSHIALL WE IBE LIABLE OR,RESIPONSIIBLE TOYOU FOR ANYTYPEOF INCIDENTAL,
PUNirrivIE, INDIRECT OR CONSEQUENTIAL DAMIAGE$, INCLUDING BUT NOT LIMITED TO,, LOST REVENUE, LOST
PROFITS, REPLACEMENT GOODS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, LOSS OF DATA,OR INTERRUPTION
OR LOSS OF USE OF SERVlCIES OR EQUIPMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUiCHI DAMAGES,
WHETHER ARISING UNDER A THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR
OTHERWISE.
c) DA,MAGES CAP.IN NO EVENT SHALL 0 UIR LIIAB ILI TY TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCES EXCEED
THE AMOUNT OF FEES YOU ACTUALLY PAID TO US FOR SERVICES IN THE THREE (3) MONTH PERIOD DIRECTLY
PRIOR TO THIS ACTION GIVING RISE TO ALLEGED LIABIUITY.
d) TIME LIMITATION. YOU FURTHER AGREE THAT ANY CLAIM WHICH YOU MAY HAVE AGAI NS f US M LIST BE FILED
WITHIN ONE (1)YEAR AFTER SUCH CLAIM AROSE,OTHERWISE THE CLAIM SHALL BE PER MANE NTLY'BARRE D,
e) MATERIALITY.THE LIMIITATlONS IN THIS SECTION AIRE A MATERIAL BASIS OF THE BARGAIN, ANDTHIETERIMS,OF
THE AGREEMENT WOULD BE DIFFERENT WIITHOU f SUCH LIMITATIONS. THE 1.1101ITATIONS,IN THIS SECTION ARE
INTEINDED TO APPLY WITHOUT REGARD TO WHEMER OTHER PROVISIONS IOF THE AGREEMENU HAVE
BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. MULTIPLE CLAIMS WILL NOT ENLARGE ANY
DAMAGES CAP IDESCRIBED EREIIN,
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21) HOLD HARMLESS. To the extent permitted by law, you agree to hold us harmless against any clainn, suit,demand or
proceeding("Claim"')that arpses from your actions,,Your use or misuse,of the Services.(including, but not limited to,
the Software);your breach of the Agreement or these Terims of Service;or your infringement on someone else's
rights,inClUding but not llimitedl to,,third party intellectual property rights,,
22), OISPUTE RESOLUTION, Many concerns can Ibe resolved by calling us at(877)883-8757� If a dispute cannot be
resolved informally,,this Dispute Resolution provision explains,how claims(whether by you against us, or,by us
against you)will be resolved,
a) Definition, "'Clam"" means any current Or future claim, diispulte or controversy relating in any way to our
Agreement. Clairn includes(a) iviltiall claims,counterclailms,cross-claims and third-party claims;(b)claims,based
upon contract, toirt,fraud, statute,regulation,,common law andl equity; and(c) clairns by or against any third
party using or providing any product, service or benefit in connection vviitlr our Agreerwrent or the Software,
b) Claim Noti�ce, Before beginning a lawsuit, mediation or arbitration,you arid we agree to send a notice(a"Claim:
Notice") to each party against whorn a;Claiirn is asserted.The Claim Notice will give you and us a chance to
resolve our dispute informally or in nrediation,The Clairn Notice must describe the Claim and state the splecific
relief demanded. Notice to you may be sent to your current mailing address or email addlress an file.You must
provide your nanne, address and iphone number in your Claim Notice. Your Clairn Notice must be senit to
Vermont'Systeims, Inc.,XTTN ILegal, 112 Market Place,lEss,e,x Junction, VT 05,41 .
c) Mediation, Before beginning miediation, you or we must first seindi a Claim Notice, Within 30 days,after sending
or receiving a,Claim Notice,you or we may submit the Claim for mediation,Mediatilon fees wRI be split equally,
and the location for medpafion shall be mutually decided between you and us.All mediatioln-related
communications are confidiential, inadmissible in court and not subject to discolveiy. All applicable statutes of
limitations will be tollled until terrnlination of the mediation, Either you or we may terminate the mediation at
any time.The submission oir failure to submit a Claim to mediation,will not affect your or our rights to elect
arbitration.
d) Arbitration.,You or we may elect to resolve any Clairn by individual binding arbitration.This election may be
made by the party asserting the Clairn or the party defending the Claim.Claims will be decided by one ineutral
arbitrator who wiH be a retired Judircial officer or an attorney with at least 10 years of experience; however, if we
both agree, we may select another person with different qualifications. If arbitration is cholsen by any party,
neither you nor we will have the right to litigate that claim in court or have a jury trial on that claim, Further,you
and we will not have the right to participate in a irepres.entative capacity or as,a member of any class pertaining
to,that claim.The arbitrator's decisions are enforceable as any court order and are subject to very limited review,
by a court,The arbitratoirs decision will be final and binding, Before beginning airbptratlon,you or we must first,
send a Clairn Notice.The pairty electing arbitration roust choose to arbitrate either before JAMS or AAA.This
arbitration,provision is governed by the FAX,You willl be responsible for paying your share of any arbitration fees
(including filing,adm nilstrafive, hearing or other fees).We will,be responsible for our arbitration fees,
23) NOTICES;GOVERNING LAW;JURISDICTION.
a� General.Whom you are contracting with under this Agreement,whom you should direct notices to,under this
Agreement, what law wdll apply in any lawsuit arising out of this Agreement, and which court can adjudicate,any
such lawsuit to this Agreement are as follows:
i.
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Whoirni you are Ree'rrac,LLCd/b/aVeirimaint
contractin ysterns
with:
INotices to be 12 Market Place
sent to: IE sex.I unction, VT 10,5452
1wileyn
Goveir in i ng Ira w Vermont
jis:
Courts haviing Stat le Courrt�,;of Chit tenden
exclusive County,,Vermont,or the
jurisdiJOicin are: US District Court for
Vermont
bi) Manner of Gliving Notice. Except as otherwilse specified sin this Agreement, all notices, perimissions and approvals
hereunder shall be in wrifing and shall be deemed to have been given upon (a)personal delivery;(b)the second
business day after rnailfilig;(c)the second business day after sending Iby confirmed facsinlile; or(d)tine first
business day after sending by email (providied email shall inot be sufficient for inotices of terniiniabon or an
iiinderninifiablie claim).Notices to you shall be addressed to the designated contact person identified in the,
Services Agreement at the entail address or physical address fisted.
IC) Agreement to Governing Law and Jurisdiction.Each party agrees to the,applicable goveirniing law above without
regard to choice or conflicts of law rules, andl to the exclusiive jurMirtioin of the applicablle courts above,
id) Walver of JuiryTrIal, Each,party hereby waives any right to a jury trial In connection with any action or fitigation
in any way arising out of or related to this Agreement,
24) GENERAL PROVISIONS,
a) Privacy Rights,You are required to comply with our PC Jvacy Statement, which onay be revised from,tinne to time,,
and which ls expressly incorporated into the Agreement.
b) Minimurin ystern Requireiments/lintieroperability. it is your responsibility to ensure your computer systems,
initernet connections, IT infrastructure, peripherals, systerns, servers, rnob4e devices and/or workstations
comply with the mimimum system,requirements necessary to receive our Services.We shall) not be responsible
for ainiy internet speed or connectivity issuies at your location, or other probleirns related to your technOogy
equipment, including third-party internet service or your IT infrastructure, You shall be required to comply with
our technical splecifications,
c) Reference. You agree that,within 30,daiys of the Effective Date, we may issue a new business press release
about our business assiridation and post your logo and a brief:description of your business on our websiite,
d) Independent Contractor(Relationship, Our legal relationship with you,is that of an independent contractor.The
Agreement does,riot forinii a partnershiiii franchnse,joint venture, employment,agency ancl/oirfiducOiry
relationship between,YOU and us.
e) Non-Discrinninafion,Endiorsement.We shall riot discriiiininate,In our employinnent practices ands Mill render all
Services under the Agreement without regard to race, color, refigion, sex,sexual orientation, age, national
origin, veteran's status, political affiliation,,or disabifities. SpecificaHy, we wii(I abide by the requiremients of Title
VIII of the Ovil Rights Act of 1964, as anneinded Iby the Equal Ennplloyment Opportunity Act of 1972, the Vietnam
Era Veteran's Readjustment Assistance Act of 1974;Mle IX of the Education Amendments of 1972, and the Fair
H o u sing Act of 1968, as amended„
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f) Export Controls.Thie Services and any derivatives thereof may be subject to export laws arndl regulations of the
United States and otherjurisdictions, lEach party represents that it is not earned on the tUnitedl States
government's denied-party list.Additionally,you shaill riot permit Ind Users to access or use the Subscription
Services while located in a United States einbargoed country currently Cuba, lran, North Korea,, Sudan, Syria or
Crimea),or in violation of any United States export law or regulation,
g) Aniti-Brilbery,. You agree that neither,your eirnployees,agents or representatives have received or been, offered
any illegal or improper bribe,kickback,gift,or thing of value frorn us,or any,rnerribler of our Team, in connection
with the Agreement. If you learn of aniy violation of the above restrictions,you agree to prornptly notify us.
hi) Legal Advice. Alill Professional Services and other information provided to you iin the normal course of our
buisiness rielationiship should be considered for informational purposes only and is not to be taken as,legal advicel.
You are advised to speak with your own independent couirl abliolut all matters of a legal nature.
il' Waiver;Cumulative Remedies. No failure or delay by either party in exerciising any rights,under the Agreement
shall constitute a waiver of that right, Other than ais expressly stated herein,the remedies provided in the
Agreement are in addition to, and not exclusive,of any other remedies of a, party at law or in equity,
j) Assignment.Neither party may aissig,n any of its rights or obligations hereunder, whether by operation of law or
otherwise, without the prior written consent of the other party)not to be unreasonably withheld),
Notwithstanding the foregoing, we may assign this Agreernent mini its entirety without your consent,to our
,affiliates or in connection with a merger,aicquusiflion, corporate reorganization,or sale of all or substantiaifly all of
our assets, not involving one of your direct competitors.Subject to the foregoing,the Agreement shall bind and
inure to the benefit of the parties, their respective successors aind permitted assigns.
k) Force!Mal We shall not be in default under any provision of the Agreement or be liable for ainy delay,
failure oif performance,air interruption in Services(including the Software) resulting,directly or Indirectly,frorni
causes beyond Our reasonable control, including but not Himited to,any of the foflowing:earthquake, lightning or
other acts of God; fire or explosion; electrical faults;vaindirlism,- cable cut.- water.- hurricanes, fire; floodine;
severe'weather conditions;actions of governmental or military authorities; national emergency; insurrection,
riots or war;terrorism or civil disturbainicel;strikes, lock-outs,work stoppages or other labor difficulties; supplier
failure; shortage;or telecommunication or other internet provider failure,
1) Survivability, Even if you terminate the Agreement with:us,the following sections of the Agreement will still
applyJerms of Service Section(Hos,ting,Obligations);(Conifidentiality);(iPirc)tection of Educational information);
brinited Warranties),;()Limitations of Liabilities);(Client iRespo nisi bli Ill ties);(Dispute Resolution);(Notice;Governing
Law;Juirisdiction); (Legal Advicie);Force Majeure); and (Entire Agreement; Priority of Documents),
m) Severability.The invalidity or uinelinforceabifity of ainy provision of the Agreement willl riot affect the validity or
enforceability of the other provisions of the Agreement,which provisions will remain in fuill force and effect. If
any provision of this Agreement shall be deemed unenforceable by reason;,of its extent,duration, scope'or
otherwise, then the parties contemplate than the court making such determination will alteirsuch Iprovisiorns so
that it is enforced and will enforce it in,its,altered form for all purposes contemplated by the Agreement.
in) Headings, The bolded headings contained in thie Agreement are for convenience of reference only, shall not be
deemed to, be a part of the Agreement and shall'not be referred to in connection with the construction or
interpretation of the Agreement
o) Construction. For,purposes of the Agreement,wherever the context requires, the singular shad)) include the
plural,and vice versa;the masculine gender shall include the feminine and ne,uiter gender,and vice versa; and
"and"shall include""or,"and vice versa. Any rule of construction to thee'effect that ambiguities are to bye resolved
against the drafting party shall not be applied iin the construction or interpretation of the ABireernent.
p) Entire Agreement;Priority of Documents.The Agreement(including these Terms of Service) and ally additionall
terms or Addenda,as applicable, make up the entire Agreerwient aind supersede all prior agireernents,
representations, and u,nderstainding,s,.All additional terms aind/orAiddenda will be considered Incorporated ini to
the Agreement when you agree to thern. if there is an actual conflict or idirect inconsistency between any of the
attachments, schedules or exhiblits referenced in the Services Agreement,then the following shall bile the
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p6uhtizahon of dolcurnents that should be dieemed to controll and govern first,any later-signed Addenda Olt
Statement of Work(as apiplicablel),;then the Services Agreement;then the Service Level Agreernent(as
appficalble);then the Terms of Service,then the Privacy Pollicy.
ql) Electronic Signature.The Agreement may be executed in any number of counterparts, each of wNch when
executeld shall be deeirrted an original,but such counterparts together shall constitute oline and the same
instrument.Delivery of executed counterparts by emaiil, PUF, or other electronic delivery method shall be
effective as delivery. Electronic signatures,incliuding any click-sign process, MR be deemed as original
r) Consent toy Do Business Electronically, By signing,the Services Agreement,yolu consent to do biusine,ss
electronically, which means that you agree that llll agreements and policies, including amendments thereto
and documents referenced therein, as well as any notices, instructions, or any other communications regarding
transactions and your agreements with VS may Ibe presented, delivered,stored, Iretrievedl, and transmitted
Olectrorsically.YOU must keep us infornwd of any change in,your Oectronic or mailing address or other contact
inform atioln.'your electronic signature, including,without linnitation chil "Agree and Continue"or I Accept"
or an action of sintflar meaning or significance, shall be the legal equivalent of your manual signature. You may
w0draw Your consent to doing business electronically at any time by contacting us and withdrawing your
consent. However, any communications or transactions,between,us,before your withdrawal of such consent, will
be valid and binding.
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SERVICE LIENIFEL (SUI�P, �PIORT)
At!Vermont Systems,vve highily value our customers and arededicatedl to del ivering t0p-qLrallity 51UPPOrt
services to ensure the searniess operation of your software systems.Our Service Level Agreement(SLA)
defines the level of support you can anticipate from us,specifyinip,oor response times, issue resoluflon
procedures, and overall support quality,With our proficient tearn of soflwaif e profeWonals and unwavering
commilrnent to customier satisfaction,you can i°ely on us to nieet all your software supplort requirements with
competence,
Terms not sipecificallty described in this Service Level Apeement for Support("Stupport St..A"')shaill have the
meanings as set,forth in Section I of the Terms of Service or elsewhere in the Agreernent.
1, EUGIBRITY.This Support.SILA shall aplpiy only to Customers receiving Vermont Systerns!Support Desk,
including"'live""support channels,by phone or chat.To be efigible for the Supipoirt SLA, Customers nrJUSt
be current in theiir payinneint of Fees to Veirmont Systems aind must remain compliant with the terms
and conditions of the Agreipment,
2. CASK PRIORITIES.To provide high-quality suippoirt and to effectively assign resources to incorning,
cases,the following four types of case priorities have been identified.
OFinal deterrnlinationi oaf priority wifl be agreed upon by the case contact s)and Vermont
Systems.
Critical business irnpact occurs on a Ipuroduuction system preventing business
operadons, End Users anid Patrons acre prevented frorni working within the
Software wiith no workarourids. Examples iindude Software cirashes or goes
Priorltv I Criticai off-limo,functionality critical to busines5 operation not avaflable;data breach
or(loss of Custornef Data.
Significant bLASiness,impact occurs on a producdoin systern severely impacting
business operation,End Users and patrons are impacted by the,issule but may
still be abile to work in a limited capacity within the Software. Exarnples
Priority 2 Major include significaint performance degradation; functionafiCes important to
businiess operation not avaiiabie� loss of Saftware functionahty has an
escalating impact on business operations.
Minor business impact occurs on a produiction systemi that causes,a partial or
neon-critical ioss, of functionality in the Software. A limiled number of End
Piriority 3 Medium Users ind/ar Patrons are A lected,
issues occurring on a non production system, if) the Software, Example$
Priority 4, Low lnclude4 a question,cormnent,or enhancement.
(D 2,0124 by Vermont Systems Page 1
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VERMONT SYSTEMS
n RESPONSE TIMES.V gill respond and asc.aI ate support ort issu v3 in ar ardlanncat wwyllth theta bile
lbelow,All days r0etenced Wow are businill relays.
Priority I lPrilority 2 Piriloriity 3 lPriority
(within) ( lilthirl ( itlh°tin) � hiin)
Initial Response t, Nxtr al hours 24 hours 48 hours
p.su.alatirarnl Stage VS will escalate within the aalpamratio ns tcartr, u;ilpneradons warlll engage
dewy lcapalrnnennt resources as rttn dlmad. Notification will be niade t
Operations leadership for N stae awark.*nlesr"s,
rnnnnnu nlcati ry cadence on specific cases will be da�hurnlad by the case
co ntact�s)anld Vermont Stl an al case by-casle sc naricr,
CUS70MER REPORTINGCHANNELS;PROCESS.Support OlPsk Customers expledencing sanplport.
lssue�s Int�uaa report cust ruler support concerns through VS,'s estabilshcd support channels,
i IRS c l r1'd I'Iml .
a Customer Support Panrtal.accessed by going to suuiprprrurt.vtu rrmnrarntsyst rnrs.cow it available�24/7)
tal Chat ipp rt:awwairllawl'ale tlwrunusg,ln the support portal•m Moinday throuGr h i hday, PM
el ranailr e°arru
rdp Custall support hnero y"n p 3- 757,leaive vol prrrornrtured dwin lauu�ilness hours oIrallyp,
Mt n-8PiM1l eastern bmPae,rw`tanday-Friday,
*After, ours m er �ency Support,Llease voice mad at 802A 90-1 ,1 — receive' S slapp rt respmr,n�se
dthin ss rmnamrrtes,(After hours emergency support tees appllyN
ill'issluaes or quesbans reported to support are tracked with a sil case that cjomtaims at a munim urrr the Cunsturrrwer
account name,contact person,software product and version,rrrcmdurle and/cur menu splartion,detailed d scviptiun of the
issu µ,and any other pertvrncrwt informathon Case statuses are viewable on the VS support prrrriai r.a,rh case is stored lra as
queue and the first available support representativerepiresentaiive will be assigned to the muaan"case issue based on pn6orhy.Whilie
reviewiirq the case issue,flw assigned saprprwrt p ersurrn wild contack the Customer,if addrtadnmaal information is neenuded. ihic,n
VS support perlson wwrrmll either resolve the issluuc or advise adviSe Clalst(norer reprsardilmtt the status and the course of actbusrn hlei n
taken to Irill ofAli Correspondence and actions assoiclaied w1h a case are tracked in the srupnparart datadasc.If the
Issue needs to,be escalated to ai devepuapmrtiennt ri source,Customer wwaedll the lintormedL Whiiiie issues,escalated!to
devebprrient lwuill he srhwaiWe d for resolluutrramrr they may not be resolved i nnlmediatedy depending on the mature and
rairmplexity of thie issue,Customer rmnay view the devebprrniermt,status at any bir nle,
,, Open en Database' ase Connectivity(ODGCJn VS will support establishing an ODBC connection in environments
ents
where allowed ed(With ars V'S prerni rnn Mud Hosting), The database sc hem a can be pirirnted r u nning the
`RecTrac Dictionary^Listing"'report fr nt within the RecTrac a pnlicanti rn, Current entity relatpaa0nii dial rarmt!"i
are alko available('earn be accessed wawa VS FTP site).. No other ODBC support services will be provided by VS,
such as but not li nhted tirt d' vall p ent assiistance and dev llopament tlrau trieslh atirn ,
2024 y Vermont ono Syste nins Page �
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HOSTING SERVICES ADDENDUM
This Hosfingi Serwces Addendurn ("Addendum") between RiecTrac, LILC d/b/a Vermont Systerns (-VS," "us.' "we," or 'our )
and Monroe County. Ft('Cuitorner," "you,'Or YOUr")is inteinded'to rev'Se the Services,Agreement,inclusive of all relevant
attachments,schedules, exhibits ard/or Addenda(collectively, "Agreernent")premously or simultaneously executed between
the Parties lby addlingi to the Agreement the terrnis and con&fions listed b0o~! , Terms not defined herein slfiall Ihavie the
meanings provided in Section 'I of the VS Terms of Service.
1. TERM. The terryi of this Adderidurri will commence on the date executed by the Clustorner and wN run co(ernainous
with,the Se,rvice Agreement entered mto on
2. HOSTING SERVICES. Custorner is adding VS,"s Standard Husting Services to the suite of products, and services
that it is receiving frOnl VS, as reflected in the updated: Order Schedule.Verr-nont SyStOTIS ferms of Service apply to this
Addendurn,
3, HOSTINGOBLIGATIOINS.If Custorner chooses us for.hostirigi servlCeS, aiind We�Iictually stioreCustomer Data on,a VS.
contrufled systern or, service, then, in addftlon to those tennis and conditions described in our Privacy Policy, and
provided CUstorner rernains cu�rrent in, 0s payin"ient of Homing Fees and otherwise compliant with the Agreement,
then we rroke the fo0owing lirniteid representafions and warranties with respect to our hosfingi s,erviciels: we willl,at iah
tirnes during the Term, at the Agreerrrent: (a) rriaintain a cornprehNisive data security pro gran) which includes
reasoriai:)Ie and appropriate technical, organizational and security rneasi.aes against the destruction, loss,
unauthorized access or,alteration,of Customer Daita (including Patron Data, as applic*e)whiich,measures will be,no
less rigorous than tire accepted security slandairds for similarly Situated comparit.es in the industry;and(b) provkle our
hosting servicies in a good and wo6anan4ke mainner; arid (c) offer hosting services which, to the best of our
knowledge,cornplly mirth apphicable gocal, state or feldierail laws, The knnited representaxiioins and warranties described
herein shall be subject to any other limitations of liability described by the Agreement,
41n PAYMENT TERMS.Payment 11"errrts as listed in dieVennont Systems,Terins of'Service arid/or Sermce.Agreeirientappks to this
Hosting Addendurn,includog the COLT increase,
& BREACH IFOR NO,N-PAYMENT OF FEES. IBreach for No dause as lusted in'tIlte Vertriorit Systerris Terms of
Service aprkes to,this IHostirng Addendum.
6, PROHIBITED USE, 'rhe Prohibited Use claiu:se as listed in the Vennorit Systei-ris Terms of Service applies,to this Hosting,
Addenduirn.
T, OWNERSHI P RIGHTS. The Ownership Rights, ClaUSe aS Wed n thP VerTriorit S)rsterr'ws T(Nrirts of Smice apphes to this Hosting
Addenidurn.
& CLIENT RESPONSIBILITY You shail be responsiUle for all liabilities,ai ising o�ut of your acts and oirriissions iniciudirig
any use of Vermont 5ystemi's Software, products,, or Hosting Services.
9. LIMITED,WARRANTIES. Unrirted Warranties Claus,e as listed in the Venniont Systems TerrrLs of'SoAce applies to this Hosting
1
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Addendum
I 0.1LIMITATIONS OF LIAMLITY. The entire Limitation of Liability section as llistodiinihieVer,-ro,ntS,ystpms'TerTns ofSL,m ice
app4es to this Hosting Addendum
11.HOLD HARM LESS. The Hold Hariniless Clause as[Med in the Verynont Systems Teans of Service aK..)hess to this 'Hosting
AddendUffl
12.PRIVACY RIGHTS. Time Privacy 0ause as Imed on the Vem"a'a ysterns Toms of Seirvi(e applies,to this Hosting kldendUni
113—ASSIGNMENT. 'The A5signment Clause as Piiisted sn the'Verniont ysterns Temisof Sm-vice apjolies to this Hasting Addendum,
14.FORCE MAJEURE. The Force Majeure Clause as hsted in, the Vermont Systems Terms of Service applies lo tt'iis Hosting
Adderwiurn
I'S.CONFLICTING PROVISIONS. Except as expressly revised in this Addendum, the Agreement will rernam iin full forte
and effect, If there ns any, conflict of micionsistenos between this Addendum and the Agreement, the Venmorm t
Systems Terms of Servuce will contirol. VS's acceptance may be evklericed by its fulfillryient of tfie Agreemcniii wNch
this Addendun"i revises. Excep�t as otherwise described :n this, Sechon, urjCp modification of this Agreement, including,
but not timited to, subsequent terin'is included withk'i your Purchase Orders, will be binding anless, in wrifing amid
manually signed by an aulhoczed ref resenta6ve of the parties,
16.VS STANDARD HOSTING SERVICE - SILA„ VS Standard Hosting Service Level Agreenient (SLA) can,be found here'V$ 51d, 1111r)""In4 i lk')� HIj a vl(lp ")LA which may be revised frorri lime to time, andl which are exprmsly ircorporated into
the Agreennent.
AGREED"FORY:
M�onroe County, FL
Exhibit Only- No signatures
Date,
ACCE D BY;
RecTmc,UC d/b/a Vaniont System
Exhibit Only - No s,ignatures
-.-----------
By Patrick Hayden 1,1a"le
Im President
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VERMONT' SYSTEMS
PAYTRAC PAYMENT SERVICES ADDENDUM
This Pay rrac Payment Servkxms Addendum ('Addendufri')betweeri RacTrac, LLC d/b/a Vermont Systerns
('VS")and Monrole Cousity,FIL("Custorner')is inlended so(evise the Services Agreearenil,indlusve of all
rellev ant attachments,sclhwilules,exhibils andforAddenda(cotleclively,'Agreerrient")previlcwsty or sirrultaineously
exeruled betw"m the Parlips lby adding to the Agreement the terms and conctitions listed below
I TER'M, The ternr of this Addendum will corrrvinipmx,�on the date exectiteldbry the Customer rid*0 run
cotenninous with the pornary Vermont Systerns SwMcerd Agreement of reiAtee
Aqrpernent if applicarWe)
2 PAYMENT SERVICES, Customer is aidding VS PayTrac Payment Services to the suite of products
arid services it is Irtrwlvouny frorn VS (as reflected in the Order Sch dlullie)at the rates,descritied in the
attached aL!jgjUk_� VS rill provide Customer with Payment Servir*s pursLAnt to a separately
executed S rind-Merchant Agreement, inclusnye of Cut cq,�rier's StAbi-Merchant Application and
Agreement("SMAA')i and V'S's Terms of Semick, and Pay'frac Payment Service Terms&Conditions,
each of wNch shall Ibe iincorpoirated by reference ON,)the Agreement,
3 SOFTWARE UPDATEZ, To rra6taiin the Nyhest level waif siecu6ty to( payment processing, 111ho
Custonier agires to operate,on the most recent r0lease of the sA')ftww'e wrtNin All days of its,general
r0ease�. Extendedd(flays to update the software rTwy Ompact the abdity to safely process transactions
and VS r rves the right to dlsable processing ulnth th re is updated.
4 MISCELLANEOUS, Except as expressly revisedi in this Addencum,the Agreement w[li Irernam iin full
force and effect It there is any conflict or incoinsWencies between Chils Adde-riduni and the Agreernent,,
VS'Ferms Of SWVnCe Will Wrltlf'011 VS's acx'xiptarr(,;P tray be evidenced by aits fulfillment of U10 Agroarriont
whicli this AcIdendUrri irevises
AGREED TO AND ACCEPTED BY:
Monroe County:, FL
Exhibit-Q.."I ----N--o 0F. atures
-- -- ----- --- -
Print Narrre' Dale
Tithe:
c,Re er ra c,LILC A t r Ii 0i ts resewed
Las,t Aevi0ory 021312025
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PAYT'RAC �PAYMENT' SE'RVICE TERMS AND, CO,NDITION�S
1) SUIRWERCHANT AGREEMENT, Thesse Pay,Trac Payment Service Termis, and Conditions govern the I ainid condflions
under which we, as a payment facifitatior,will agree to provIlde you, as asula-mierchant,with certain payment-related services
For purposes at thris Sub-Merchant Agreement, the sub-impirchi identified in the Sub-Merchant Apiptcation and Agreement
('111i will be identrfied as 'you, "your,"or "Sub-Mercharl These Payment Teirris and Conii together MW your
cornpleited and approved SMAA, will form a biriding 'Sub-Merchaint Agreefinent" between you said the payrrient facilitator
ridenfified in the SMAA("we,' 'urs,' 'our,' (if "Payment Facillitator'), If you are recerwrig Payment Services (defined below')
frorn us, then your Sub-Mercharit Agrey rrient wilt bipicorne part of your o%w-ral[ Agreement with w which,Agreement includes,
lin addition to the Sub-Meirchant Agreement, our Terms of Service, Privacy Policy and other referenced exhibits, scherdulles of
addenda. Terms not definied herefin shall(have the rneaniJngs as set forth in Section 1 of theTeirms of Service,
2) PAYMENT SERVICES,,Provrded you sall the underwriting chtena for receipt of Payment Services and rernain anti cornpflance
with the Agreement, we w0 agree to provide YOU with 'the payment seiii gas descrilbW fin the Agreement (collectively,
'PaymenitServices') Inexchanoe for Payment Services,you agree to Pay us the rates,fees and other charges'described in
the Agreement (collectively, 'Faes'l, Besides us, there are other third parties, involved hum the faoilitaition and processing of
Payment Servlices,these third parties indlude bainks(r.e,acquiring baink, 'sponsor bans,),the majorcard networks/associaticins
such as Visa, Mastercard Dimcovier and Amehcan Express, (colrectIvelly, "Card Brands,' unless referred to individually by
narne), and our designated payment processor ("Proulassior"). Each, f these parties serve an important function iin the
fadilitallion,,processing and settling of transactions,associated with your business By dewginatfng us as your agent for payment
f1difitation services, and remailining in rompfiance with the terms of the Agrement(micluding payment of all of our Fees),you
will rece e the right to accept payments from customers. dents,and/or members (collectivety, 'End Users")through valiffly
issued bankcards ('cards') assodated with the Card Brands, and or, if approved, through aultornatedl dearing house
transactions('ACII regulated by the National Automated Clearing House Association('NACHA') We MI onty provide you
Mill Payment Services for Iransacilmns run on active,non defaulted End Ulser agreements property,dehvered to us through the
appropriate systern in accordance with the,Agreement's lears and conditions including,w1hout tinutalion,ff's Sub•Merchant
Aweement,
3) APPLICATION PROiSS, UNDERWRITING; APPROVAL FOR PAYMENT SERVICES. Completion of the SMAA and
submission through our standard underwriting i shalt be as pre-requisite,and pre-condifion If)your receipt of Payment
Services If you fall to meet our then-current Underwritiog requirements, or the then-current underwriting requirements of our
Processor-(as,appilicabue), Voiushatl riot be allowed taireceivePaynieiitSeirvlces FederaI reguilahons such as the I Pathot
Ac,t or IFinCPN require financial institutions(I e, banks)to,verify the identity of persons seell to open a deposirtory acccKint
Our Processor,in turn,acquires that we submit certain information about each sulb-meirchant through underwriting prior to such
sub-nieIrchant's receipt of payn-ent services,Information fliat we may request includes,out is not limited to,basic sulti-merchant
information such as entity name, business address,tax number, date offormation,years in business; transacticm infoirmailion,
pilq volurnes, payriiient types acceptiod, address of business, focabons where payrrients inay be accepted; ard
information about who owns and controls 11hiesub-merchant If shaff be your We responsibility to provide'us w3h,all required
information, to ensure the accuracy and completeness of the information provided, to provildle us with timely and accurate
updates if your information r"ingeSr and to make the required acknowliedgeirneints, and authorizations related to Payment
Services as descnbed in,the Sub-(Merchant Agreement We la rild Our Processoir,as,a ppillicali vvd III base u riderwrib rig decision
on the information proOded. 111,after approval,we discover that certain friforrnation provided in,the SMA,A was false,incomplete,
rrislearfing or inaccurate,as,determined by us or our Processor,we reserve the right to suspend or terminate Payment Services
unimectiately at our disciretion, If you pass, underwriting and your applifcation is approved, then your SMIAA wilIll alutorniatically
convert to a Sub-Merchant Agreement which incorporates these Payment Terms&Conditions(and otlher documents Joirrining
the Agreement)'by reference Undervaliting approval and c;onversion of your application to a Sub-Mleirchant Agreement may
OCCUr WilthOUt notice to you. your'faillure to nol us oir changes to:your business may be considered a maternal bireach of the,
Sub-Merchant Agreement
a) For Private Sector Entilties, Orfly,,, You expressly authorize us, to, make btisirinss credit inquines , if applicable,
personal credit inquiries (inctuding, without hirriflation, credit report inquiries into your Contioll Owiner or kdhoHzed
Conlavit) identity ation inquiries,trans actio n-veiri f cat lion inquifirres and any other inquiry or background check that
we consider reasonably necessary as related)to our prowsion of the Payment!Services, You further agree to provide
us with any informalon on documentation requested by the,Processor the Card; Brands ariftir the loarnlk(s�.
4) DESIGNATIlli AS LIMITED PAYMENTS AGENT. By eirill into this Sub-Meraisfint Agreement,you are app6nting us&,;
your firniled payments agent for the sole purpose of receiving, holding and setill payments made to YOU f0r your goods and
services as vatidly entered in and through,our system or to ado rm We wiflill settle payments,that are actually received by us to
you, less any airrounts, owed to us, iinctuding fees and other obIligabons, and subject to the terms and conditions of the
Agreement,including thiiis Sullo-Merctrant Agreement, You agree that a playrnent received by us on your lbehialf safisfies,an End
User's(i a,a payor's)obligation to makia payrnant to you, If we do not settle the payment to you, you will]orilly have recourse
against us andl not thew End User, as,payment Is deemed made by an End Liser to you rflorin constIructive or actual receipt of
funds, by us We wilk process tranisacbrons m accordlanice with your written instructfons, the agfeemenii in pilace yAm DNS or'
End Users, and app6cable Ilow, Irulpes or regulations,
QRecTirac,LILC All rights reseirved, Last Revisiom 103/03/2,025
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5� DESIGNATED ACCOUNT, You wilt be required to provide and rnalnWn a bush ness bank account with a U,5,-chairteredl bank
(your'Designiall Account,"or,if you have moire then oiner iscolourt,youir"Desilignateld,Acclounits"). Each sub-merchant entity
irniust have its own ICesignated Account and the nanne cni the Diesiginated Account must match itw sub-merchanil's,legal entity
narne air registered d611Ag-,bLi1Siness-,,Ll rianne All reirnds oir offier deposits to you,aiS associated with Payinent Services will be
rinade inito your Designated Acco,int(s).
6) PROHIBITED ACTIVITIES PER MAJOR CARD BRANDS, In receiving Payment Services, you shall:not, through yourself or
a third parly°(aji submit any transaction to us that was previously charged back and subsequently returned to you, iirrespectrve
of cardholder approval; (b)knowingly sub,rnil aniy transaction that is illegal or that you should have known was illegial (yolu
acknowledge that such trarislaction,must be legal in,both your anid the cardhorder's lurisdiction),(c),subirrilit a tiansactiur that you
know, or should have known, is either fraudulent or not aiulhonzed by the cardihiolldler„ (d),require a paldholider to romplete a
postcard or siiii devi,ce thal mcludes the carldholder's acrDunl number, card expiration date, signature, or any other card
accolunt data rein plain view when mated, nor request a Card Veirification Value 2 ("'CVV2')for a card-present transaction, nor
retaitn or store any poiffion of the magnieticetripe data subsequent to the authorization of a sales transaction,, nor any other
data prohiiiWed by the Card Brands operating regulations cii this Sub-Merchanl Agreement,includling CVV2'(e)add a surcharge
to transactions except as exill pennitted by,and in I compliance with,the Card Brands,opeirating regulations,(1)charge
anirnimium or maximunii arniount for a transaction uniWss expmssilly authorized by,and In fuill conripli with, the Card Brands
operating mgulalions;
(g)disburse funds in the form of cash,unless you are pariticipalling in fulIll complian(m with a proqrarn suppoirted by a Card Brand
for such cash disbursements and in full comphanice with the Card IBrand's,aperahing reguliationi% (h)submit a transaction that
does not resulit fronri an act between you and a cardliholder„(i)accept a card issued by a U,S. iissuier to collect or refinance an
exisfinig debt, unfess,expressly authorized by,alind iin,full compliance with, Card Brand operating regullahcms,
(j)request or uise a card account number for any purpose other than as payment for your gonads or services, (k)add arly tax to
transactions, unless applicall law expressly requires that you are perrn1ed to irnpo%ue a tax (in,such event,any tax annount,
if alkwood, must be included in the transaction ainiount and not collected sejparatelly), (I) (process transactions for, receive
payments on behalf of,or redirect payments to a thlird party(unless required by law)u (m)copy,rincidify,aidapl,translate,reverse
engineer, delcompitip,or disassemble, in arry way,, any portion of the Payment Services: (n) Interfere with or violate any other
of aiii spirvmes or End User's right do privacy or othier rights,or hairvait air collect personally Identifiabk% linformaboin about End
Users without their express consent, lincludirrg using any robot, spicter, site seamh or ireti,jelval application, or other manual otr"
automatlic device or process to retidevii index, or dalo-nniiine" (o)defame, abuise, harass, stalk, threalerl, or cthiorwi%e vicla-te
the legal rights of others;
(p)transirmit or olberwse make avaiiiialible ancx)nnechoni with the Payment Services aniy virus, worm,
troian I time bomb,web bung,spyware, or any other carnputeir col III ior Iprogmalrrm that may or is intended to damiage
or hqaak the aperafion of any hardware, softill or Welcommunications equipment, or any other actually or poteiribaHy
KarmiftxI,disruptive, or invasive codle or component� (q)Interfere with or disrupt the operation of the Payment Services, or the
servers or networks that host the Payment Services o(make then)available, or violate any requirements,procedures, policies,
or rwjulatilons of su0i servers or networks, (i)sell, license, or explIM for any cornmordal purposes any use of or access to the
Payintent Services other than as Iperrmitted by us„ (s)forward any data generated from the P'aymert Services willhout our pnor
written consent;(t)sublicense any oralill of the Payment Services to any tNrol party, and/or(u)transfer or ass,igni your 9CCCilunit
password or imeldientialls,even,ternporahly,, to a third party- We reserve the right to nrionlitor you and Visor End Uslar's use opt the
Payment SieliviiiAs to ellsiure compliianice with the Agrillsement inciuding,witholut hrinriaboin, this Sub Merchant Agreement aind
apipficable law. If we detennine that you are not In compliance with the Sub-Merchant Agrielernent,we reserve the rght to take
appropriate rennedoil action including, wthout timitattain, suspending or terminalling Payment Servirxas, or suspending or
terminating your access to the system or platform In receii3Ong Payment Servires, you fiather acknowledge, represent and
warranit that youwilil not KNOWINGLY make Payment Services avadable to,(i)any person who appears of the i Department
of Treasury Office of Foreligni Assets Control SpedWly Designated NaWnals,Ilist; (iii)any person who iis less li '18 years of
age; (fil)who m not dorniciled in the I S,
7), SUIB-MERCHANT REPRESIENTATIONS, You represent and warrant that (a) you are at least 18 years of age (b) if an
indiviclual account,you area soresproprielorWil vardly existing in the United Staites,Canada,or its territories,and Wan entity,
that the entity was validly formal registered and Is in good standing in at least one of tare fifty United States, Canada, or its
territories; (c) you have never beein placed loin the MasteiCaird MATCH system or the Combined Terminated Merchant Filie,
and if so,you have di chased this to us,and(d)all transactions are bona,fide and no transaction inviolIves the use of a Card for
any purpose other thian the purchase of goods,or services from you.
8) CLIENT RESPONSIBILITY, You shaill be responsible for all liabilities arising out of your acts and omissions including any use
of Vermont System 's Softwaire,products, or payment Seii
9) ENI D USERS. We are not a party to any,contract or Wsliness relationship that you rnay have Mini I Users, and we shaill
have no obligations or liability under ainy such agreement or business relationship. You are sollelly respionslible for your own
product's and services and for the content and legality of your owin contracting documenits with End Users.You will be required
to obtain an Enid User's priiair written consent for RECURRING TRANSACTIONS, In obtaiiri such conisenit, End Users,should
be made aware of lithe.product or service they are purchiasmg, the frequency of charges,the lerwgth of the contrack's term,,anid
dear notice about hiow to properly cancell the recur iring charges.
F)RecTrac,li rights reserved. i freosiow 013/03/2025,
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1t1) I REGULATORY STATU$, In providing Payment Slervioes to you,we are your clesignated agent fior ceirtarn payinent facilitation
services, as Integrated with wit prop6ell"technidlcKjies, biuf allays acting at your di�irectjon in cantraclis,
that have beeneinterc4J 6(o indiudiiing,without 46tation,the Subi-MerchaM Agreement VW are net Ibank,more trans mittei,
or other money services bussriess. The Payment Sery ces,that we offer and the paymientiransactions that we help to facilitate
involve. the use of our owni proprietary technologies and the efforts of livird parties such as banks, the Card Brands, and our
lProicessor
111) TERM, TERMINATION OF PAYMENT SERVICES. The term of this Sub-Meimhanit Agireernent will nin concurrently with the
"fern as described sn your Agi-eerrient. Wb shall have the right to tertninate this Sub-Merchant Agreement at any tonne for
cmise, and shial'i have no liability to you for any,such ter minafilon Upon terruinafion, you shall imimediately cease using the
Payment Services, We shaill have the right to reii your DoSignated Aocount information upon termination of the Sub-
Meirchant Agreement, and we shall also have the right., ait our choosing, to retain copies Of Such inforrnabon for up to five (5)
years, at our cost. This Sub-Merchant Agreement shad terininale immeidiatefy It a baink, the Card Brands or our Processor
require us to ter mate the Sub-Merchant Agreerneint Upon temi of Payrnent Services for any reason,you shall rernain
Iiiable foi iony and all outstanding Fee.; iTwed
112) TAXES, It us your sole responsibility tin deternnne what, if any, taxes apply to the sale of your products and services, or the
payments,you riaceive in connection with your use oil our payment Services ('Taxes") It is,siollelly your Iresponsibilibt to assess
i (report, or ternit the correct tax to the proper taxing authority, We are not lobiligiated to, nor will we determine whetlne�r
Taxes apply air caleulate,colliect, relpoid,or rieftit any Taxes to any tax authority arising frorn any transaction,You ir*nowIedge
that we willl sati0y all IRS repurfingi requirements as,required by law, including prov6ng the IRS with ari infafmabon return on
your card bransacAoins and third-party nehivoirk trarrsacVons VW' will also cirxTiply With any lawful orders, garnishments or tax
leviles associated with your account This, provision shall be read in coo iluirictron with, and not in coni of, any tax-rellated
Woviision an the Terms of ServirA,
13) CARD BRAND RULES. If yt',w accept cards issued by any of the major Card Brands,then in additioin to thesse,Pagirrient'rerrins,
and Conditions,you will also be obfigated to carnisly volth Card Brand ftifes and regulaflions,the terms of which are mncorporaled
by refererice hereon Thee operating regiulationis for each of the major Card Brands can'de accessed at the hinks(below:
a) VISA. usa vIsai,com/merc�haints�o eratronslo � re �uuLatm2p.!a-h-tmqI
b), Mastercard: his
c) S m\m hjn Aq cL0 49
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d) QjLqovLr: h=,1L1/www disc_overneftwork comlen-gus/bg
a) For transactions invoNingi ACH�, a ex)py of the NACHA operatring rules and guideliiiines aro availlable at
www,achrulesoq!tne or�
Nothirn Pro r,th,g in this Sub-Merchant Agreement shisll be read or construed to interfere with or lessen the right of the resso e
bank(s), or the Card Brands to terminate this Sub-Merchant Agreernerit, and, if this occurs, such tenninaticin !shall not be
consIdiered a material breach of the Agreement Ibly us. In the eveirit of as conflict between this Sub-Merdharit Agreement and
the Card Branid's operating rins, the Card Brand ogx-irating regulations will control VMth respect to the Card Brand
operabing regulations, you acknowWdgia and agree that: (a) you will be responsible for the actions of your ernrAioyees and
agents, (b) you wr111 coropliy with all:; sippiricalble laws aind regullatfons and al appliralble parts of the Operating regulations,
including those parts regarding the ownership and use of Card Birand marks (c)you will notify us,as your payment facd1iiiator,
of any thiird-party that Wfll have access to Gardincilder Data:(d)you Wit corriply wRli andwfli contractuaily Irequite your suppliers
and agonts, to comply with,, the provisions of the Cardholder Information rSecurity Program (CISP) and PCI 'S, or other
security prograrn as, required by a Card Brand and demonstrate corripfiance with !hose security obligations, and (e) Card
Brands may conduct, or direict another party to conduct, an audit of you at any tine and you rinusil comply in 30 material
respects wfth such audit untfl its, cornpletion,
14) AMERICAN EXPRESS on-alLUE PROGRAM, The Icilliewing provision only applies if you are participating in the American
Express fpit-Blue Program, as contra fled by the American EKPreSS Olpf-Bliue Praigirarri operating regulations, As a participant
iiri the American E�xpi,essOpt-BlueProgran,ii (a)you must Comply with,and accept Arrierican Express cards in accordance with
the tennis of this Sub-Merchant Agieement and the American Express Merchant Operating Guide, as such terms may be
arnended fron'),i to tone-1 (b)you acknowledge that the Arnerican i Merchant Operailing Guide is incorporated by
reforencm into this SulloWei,chant Agroeqvient and is available onl1line here, -
Mn .gn �, df (c)you expressly authorize us to submit transactions to, and receive
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settlement from, American Express on your behalf, (d)you expressly consent to our collection and disclosure oftransactmni
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data,Subi-Meirchant Data,and other informiaton about y,cru to American Express,and to Airriencani Express us4ig such
infournatwiti to Perform its respionsibilfties,0i connection with the American Express Progil pr<)rnrote the American Express
network, perfairn analytics and cireate reports,and for any other bwfull business,purposes rridu&ng conunejrCtjl markebirg
communication purposes within the parameters of the program ailgreement,and Important transactional or reiationiship
communicabions,from Affierican lExpres,s.
In addition,you acknowledge i agree that, (i)you may opt-out frorr receiving luture commercial market ill coirnimunilcalions
friorn Arrieriican Express;,i you rray be coniverti frorn the Airnicirican,Express Program to a direct card acceptance relationship
with American Express if and when you become a high CV merchart in accordainii with Section 10 5 "High CV Memilhanit
Conversions,' arid upon coniversiolin, you wifI be bound by Airrierican Express,' then-current Card Acceptance Agreement and
American Express willil set priefiN and other fees payable by you for card acceptance (iri) American Express, may use
information obtainedi in the S AA a,t ffie time of setup to screen, cornmunicate and/or,morittor you in coninection with card
marketing and admimistrahvie purposes: (iv) you shall not assign to any third loaq any, payments due to you under your
respel End User Agreerniern, and further agirl that aill incteblediness arising froni, charges Oil be for bana fide sales of
goods and services (or bosh) at your estallintshiments and free of hens, i and encumbrances other than undinairy saps
taxes, provided, however, that you may sell and assign future transacition receivables to us, our atfi entities and/or any
other cash advaincip funding sourroles who partner with us or our affiliated entililes without consent of Anriencairt Expiressl (v)
American Express is a ftrd-party beneficiary to this Sulb-Agieemient and retains all rights, but not obligations, in thie Subi-
Merchant Agreement that WU fully provide American Express with the ability to enforce the tennis ofthe Payment Facilitator's
0jiub-Merdharit Agreement against out (vi)you mayopf oirit of accepting cards at any bimie withoutdiri or indirectly affecting
your lights, to accept other payment producK (vii) we troy terminate your nght to accept cards if you breach any of the
proyasions In this Section or the American Express Morcliaint Operating Giulide,(viiii)we have the right to inunir.Amfely lierallinate
the Sub-Alfierchant Agreement for cause, for fraudulent or other acti0ty, or lulpon American Express' requiest, (ix)your refli
polilicies for purl on a card must be at least as lavarabile ais your refund policy fair purchases on any other payment
products, and you further agree that the refund policy The disclosed to cardmiembers at the Crime of purchase and in corrip1hance
With appilicabile iaw�. N you are prohibited against billing or collecting from aniy cardaiiii for any Ipurchase or payment on
the card unitess chargeback,has been exeicised,you have fully paid for such,charge, and you otherwise have the right to do
so: (A)you must comply wfth applicable lalws, rules and regulations ri to the conduct of your bumness, including the DSR
and PCi DISS,each as describled in Chapter 15,"Data,Seourril�xiil)you wfll report all instances of a data Incident immediately
to us after discovery of the in (xiii)you wiIIII cease atl lure of, and remove Arnerican Ex�press" licensed marks from your
website and wherever also they are dispilayed upon tera"nation of this Sub IMarchanit Agreement or your Ipartrapaltiown in the
Flroigil(xiiv)you will ensure data quiefily and agree that transaction data and custainriv,information will be pliormssed prorripfiy,
accurately and cornpleteli and wilt corripily with Ore Ani Express technical sperAficaOorrs: and (xv) you are solOy
responsible for being aware of and adhering to privacy and data prolection laws and Will provide si and adequate
disdosiures to cardirnembers on the colliection,use, and!,pirocessing of personal data,
16) PCI Ii We have jimpilemented ceirtain tel and procedural safeguards to keep Cardholder Data safe and will contmuel
to ci(xiii whim payment,Card Industry Data Security Standairds("PCI USS )as a Uwat I service provider to the extent we
store,process or,trwisrrid Cardholder Darta on your behalf As a sub-merchant,you also have certain PC'I DSS obliligattions to
help keep Cardholder Data safe. Please visit this link
hllr,.U/www.pqp, q t P, to learn more about what yolu can
and should do to,protect payrnienill transactions at:YnUrcliaCe Of blillnineiss,We reserve the right to suspend Payment Servilce-s
for as,tong as we di reasonabilly necessary to investigate susplicrolus or unusual activity associated with your account,, and
we shall have no liabilifty to you for any Ilosses that may be attributable to the period Of SIUSpenSiOn Sirnflarly if your know w
have reason to believe there has been as security irstriusion that has or may result in unauthorized ai to Cardholder
Dalai,you i notify us inirTiediali
16) PROCESSING LIMITS.We reserve the irtight to assign a maxiinnum dollar amount("Priacessing Limit")per sales ticket anid an
aggregate nnaxlmurn dollar amount of card and ACHI transactions per ca!erdar month to Viouir account If we assqrl a
processing,Limit,we whit comirriumcale It to you in writing.
17') MERCHANT SERVICES AGREEMENT WITH pig O 'ES SORr In the event you process more than $1,0001,0,010 in Visa
transactions ancifor$1,01010,0010 in MasterCard transactions,for such other aimount as provided by the Card Brand's operating
regulations) in any twelve mirmth peincid r8ionichimark Amount'), then in addition to this Bulb-Merchant Agreement with us,
you rinay ailso be required to enter inilo,a Veirichaint Seirmces Agreement for Sub-Mericharri-s'w0h our Processor, the terriris of
vilivich witl be independently enforceable by our Processor,
18) NIEGATME ACCRUALS, ift reserve the right to collect a Per Fiscal Day Over Draft Fee' if your R(Xnunt goes negative
durrng any given i clyde Selo Schill A,for details,
19) ADVANCES,An advance a army drsburserneirl of funds,prior to the regularly scheduled rell date Ar'iy requests fiat airy advait'l(,P,
wilt be considered on a case-by-case basis afthough,as a general policy, we will nalt,honor advance requests Any acIvanicAl
request must tie seat to Lis in writing If an advanom is gianted, you agree to pay a "Per Wired IFunds Transill for ead'i
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20) RECONC I ILIA TIONS;ER,ROiR REPORTING. You are iiesponsibilli reconciling your transaction hisloty or rerl reports with
your aclual transac0ns ainid you agree to notify us of any errors or discrepar lea(eachi an"Error"),We will investigate reported
Errors and allempt to promptly rectify them, In the event you are oweld money as a result:of an, Error,we will trainsfer funds to
your rilesilignated Account ail the,niext scilitedulled remit or pay-out cycle. Errors not reported to,us within 60,days frorn whein they
first appear ii your trarisaction history or remit report will be deerned waived.
21) SALES TRANSMITTAILS: You will retain a copy of the salies transmittal for the completed transa0ron for 25 months,or such
liongerpeiricid as the Card lBrand operation regulattonsimay require,'Mirtin three business days of our request,youw4l produce
copies of sales transrinittaills and other transaction evidience
22� ACH PROCIESSillilli To ermbile you to rnake and aixept ACH payments,you authorize us to orligirefe credit or debit records
for the purpose of a funds transfer into the ACH network ("Entries"), We will use reasonable efforts to,originate Entries on
your behalf in accordance with the Binh-Merchanit Agreement, You rnuit only submirt Entries for bona fide transactions with
your Er I made in the ordiiiina ry course of business, All disputes between you and any of your End U sers irelabing to any
AG H transaction m ust be resolved(between you and th ern, It we recil any noirce lot ani ACH id isioute or NAC HA inclu 4y, we.
will forward such notice dirl to you, We beat ric firiandall iresponsiWity ?of any diiisputed trainsactiion. It we respond to a
dispute or transaction inquiry on your behalf you consent to play our addiitional fees assniciatelid with these services
23), REFUNDS; RETURNS, You agree to process returns of and provide refunds ainid adjustmensis for products anild/or services in
accordance with your End User Agreements. In rnainaging refunds and returns,, you agree to� (a) miaintain ai fair rieturn
cancellation or adjustment policy; (b) disclose your return or cancellation policy to End Users at 111he tirne of purchase (c)l not
give cash refunds to an End User in connechoin wrih a card sale unless ireryuired by law; and(d)not accept cash Or any other
item of value*for preparing a card sale refund. Your refund po6rres should be tine sarne for all payment niethods and should
specifically inichide a requirement for prompt payment of refunds in order to mitigate chaqjeback ris,k
24) CHARGEBACK LIABILITY, IFor any transaction that results in a chargelback, we maywilthholid the chairgeback amolunt In a
reserve account, You grant us authoirizaboin to recover the amount of any chargeback and sirry associated fees, fiInes, or
penalties fisted iin the Agreement,your End Ll Agreemcints,at assessed by a,Card(grand or Processor. It you have pending
chargebacks, we may i payouts al'S nP(1*1Sr4Aryr Further, of we reasonably Ibehieve that a chairreback is likely with respect
to any hansaclion,we may withhold tlx, arnount of the potential chargeback frorn remits otherwise due to,y4ou kiriti,I such time
that(a)the chargleback is armell due to an Enid User(cardirroildier)cornpliaint in which case we wild retain the ftjinids, (b),the
pleriod of trimile under applicable law air regulation lby which the End III (cardholder) rnaly dispute that the transachoin hiais
expired,w (c)we determine that a chargebaick on the transaction will not occur H we are unable to recover funds rellated to a
chargi for YdIliCh you are,liable, you agree to pay us flee^full arnount of the charyeback urnrnedately upon dernandl You
agree to pay aill costs,and expenses, including attorneys'fees and other legal expenses, incurred by us for the caflection,of aill
arnounts unpaid by you
25) RESERVII SECURITY INTEREST, tMere deemed necessary or appropriate by us or our sponsor bank,,we,(air our spOnsor
bank)shiall1l create a reserve account("Reservil iin order to,protect u:s or litre sponsor bank frown actual or lectl fiabdrtiie5
under this Sulb-Menchant agreement The Reserve will be in an artiount deiteinnined by us lin our sole and absolute discretion
to cover a ntropatod chargebac*s,rel urns,unshipped product andlor unfulfilled se rvirxm or credit risk based cin your pirmpssing
history The Reserve may be raised, reduced or removed at any time by us (or at the direction of ctur sponsor bank). Where
the Reserve iiis not adequately funded, you shailll pay 0 amounts requiested by Lrs for the Reserve within onie business day of
a request for sulich arnounts and we may blixild the Reservie by offsets from Rei transal settlements or biy debiting by
ACH any of your Designated Accounts with,available funnels. You hereby grant us a security interest lin and lien on any ard alit
ifunds,hold iin any Reserve,and also,authoinzes us tic make any wlithdrawals or debits frorn the Reserve,without prior notice to
you"to collect amounts that you owe uis,under thiis Sub-Merchant Aqre ,neill includrng without hi-ndation, for any reversals of
deposdts or transfers YOU w0l execute any additional diocuimenitaV on required for us to peiii our security interest in any funds
In the Reserve.This sli interest survives for as long as we hold funds in,Reserve however it does,not apply to,any funds
four which the grant of a security interest would be prohibited by(law, You irrevocably assign to us all rights and legal interests
to any Interest or other earnings that accrue or,are attributable to the Reserve
�26)i RECOUPIMEIT"OF FEES. Wmare Fees arre ollivirrig by you to us,under the Agreemient, we shall have the right 11ol rrnrnipdiately,
without prior consent or notice,offset or debit such arnounts from funds,(a)deposited by you into your Designated Acraunt(s)
(b)i due to you as remits, (c)held in the Reserve.or(d)available in YOU10ther payinent instnirrsent registered with our sponsor
banlik(if any) Your faillluire to play all Fees vivired to uis inn derriandwilt be a breach of this, Sub-Morchaint Agreement, You will
be liable for our Frosts associated with colilectilon in add&on to the amount owed, including wilbout timitation attorneys'fees aind
expenses, coillection agenicy fees,,and interest at the lesser of one-and-one-litriallf:peircent(1.51%) per month or the hirglihest rate
pervilitted fury l appikcaUe law, In our discretion, we rrilay retake appropriate reports, to ciredid replortilng agencies and low
enforcement authont�es aind colopleratie with thern in arly resulting mviestigation or prosecution, `Your hereby expressly agree
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that a111 communication in feiation to dielinquent sub-iinerchaint accounts i be rnadle by US or by a third pairrV acting on our
bohalf, Including,but nal lirl to a collections company
27) INTELLECTUAL PROPERTY.We reserve all rights riot expressiy granted'to you in,the Agreement,indififfingi without limitil
this Sub-Merchant Agireement. We own, 1he title, copyright " other worldwide inteliel property rights in the Payment
Services and1 all tecJinologly, components, systenis,and hardware assoctated therewith, This Sub-IMerchant Agreement doll
,not grant you any rights to our trademarks oir service Imairks, inoir may you remove, obscure, or alter any of our Irademarks or
service marks included in the Payment Services, All comments and suggiestions c.)f oif concerning the Payment Services
provided fir)you shall be our property and you shall not hie any rights thefeilm
28) HOLD HARMLESS To the extent permirtted by State law, You shall hold LIS aind aill third parties that assist in pirowding thile
Payment Services harmless fraim and agaiiinst any and afll c&rns, ansing out till any . action, audit, investigalfinn, inquiry, or
other Proceeding Instituted by a 11hird party plefSOF1 Of t1flitty that relates to�: (a): any actual or alleged bil of your
representations, or obligations set Ilairth in the Sub-Merchant Agreemevl (1b)your wrongful or iimproper use lot the Payment
Services, (c) any Ifarisaction,submitted by you through the Ra'yrrleut Services (including without brinitation the accurary oltany
product i nfolrma tI loin,orsenince that you provide,or any daim or dispute arising out of products or services offered orsold by you),
(d)your violation of any tfiiijr6party night, including without hmilation any right of privacy, publicity rights or intellectual property
mights, (e)your violation of any appliticabile lain; or (fli any other party access and(or lose of the Payment Services with your
aca%ss credentials,
29), NO WARRANTIES. THE PAYMENT SERVICES ARE PROVIDED ON AN AS IS AND AS AVAiLABLE BASIS- USE OF THE
PAYMENT SERVICES IS AT YOUIR OWN RISK, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW THE
PAYMENT SERVICES ARE PROVIDED WITHOUT WARRANaEs OF ANY KIIND, WHETHER EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED 1-10, IMPLIED WARRANTIES OF IMER(,HANTABiLI7Y, FITNESS FOR A PARTICULAR
PURPOSE, OR NON-INFRiNGIEMIEN'l",
30) LtMITATION ON LIABIL11TY. WE SHAL L NOT BE LIABLE FOR SPECIAL, INCIDENTAL, INDIR!EC:T, GONSEQUENTiAL,
EXEMPLARY OR PUNITIVE DAMAGES,,INCLUDING BUT NOT LIMITED TO,LOSS OF SAIL ES,GOODWILL., PROFITS OR
REVENUES, OLJR 11-11ABILITY UNDER THIS SUB-MERCHANT AGREEMENT IFOR ANY CLAIM SHALL NOT EXCEED
THE AMOUNT OF FEES YOU ACTUALLY PAID TO US FOR SERVICES IIN TIFIF THREE (3) MONTH PERIOD DIRECTLY
PRill TO THE ACTION GIVING RISE '10 ALLEGED LIABILITY 'WE SHALL NOT' BE LIABLE FOR ANY DAMAGES
CAUSED DIRECTLY OR iNDIIRIECTILY BY::(A)YOUR AC 11 OR OMISSiON,OR THE ACT OR 0,MIIISSION OF ONE OF YOUR
AFFILIATES OR END USERS: (B), YOUR USE OF OR INABILITY TO USE THE PAYMENT SERVICES (C) DELAYS OR
DISRUPTIONS IN THE PAYMENT SERVICES� (0) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY
AC CIESSING THE PAYMENT SERVICES,,, (E) BLISS, ERRORS, OR 11NACCURAGIES OF ANY KIND IN THE PAYMENT
SERVICES, LINRELAFED TO OUR SOFTWAREI (F) ACT OR OMIISSiONS OF THIRD PARTIES, (G)A SUSPENSION OR
OTHER AC f110N TAKEN IN ACCORDANCE VMTH THE TERMS OF THIS SI MERCHANT AGIRIEEIMIEill(H)OUR NEED
TO IMIOiDIFY PRACTICES, CONTENT, OR BEHAVIOR, OR YOUR DIMINISHED ABILITY TO DiO BUSINESS AS A RESULT
OF CHANGES TO THIS SUBWERCHANT AGREEMENT OR OUR POLICIES OR PAYMENT SERVICES MADE IN
AC GORDAN CEWTHI THIS SUB-MERCHANT AGREEMENT OR APPI.ICA1BLF LAW, (1)ANY BREACH BY YOU OiF THIS
SUB MERCHANT AGREEMENT, (J) INCORRECT OR INCOMPLETE TRANSACTION INFORMATION: OR (K) i
ELECTION TO SUSPEND PROVIDING PAYMENT SERVICIES ON THE IBASIS OF OUR LEGAL, COMPLIANCE, OR RISIK
POLICIES.
311), CONFIDENTil UNess otherwise requirred by lgrov, you shale, and shafl cause your all to, hold in strict confidence
at all tirries following she date hereof 0 of our,our bank s or our Processor's Coinfidel Informaton, and neither you nor any
of your affifiates shaill use such Confidential Information for any purpose other than for the peirforr-niance of your duties and
obligaVions,heireunder. It you breach, or threaten to breach, any of,the provisions,oif this section, In addiftion to aniy other rights
we may(have r including a claifro,for darnages,we shall have the nght to have PIo provisions of Mrs section specificAlilly enforced,
and your tam ach or threatened breach enjoined,, by only court of competent junsftfion, without preserib"nent of a bond (such
requirouent being expressIly waiivedl by you), It being agreed that any breach or threatened brew*,h:oif this section would cause
irreparable harm to u,Is in that money darriages would not provirds ain adequate irem edy
32) PERSONAL GUARANTY),Private selclor only). It an mdNidual executes this Sub i-)Wien chaint Agreement an your behalf as a
guarantor, then such Individual personally guarantees Iper mnance by you herounder,shalill be deeirned to Abe a givarantor for ail
purposes,andshall blejoint and severally liable with you for all of your liabifities under the Sub-Merchant Agreement,
33) IN CONTRACTOR. The relationships of the paillies, to this Sub-Merchant Agreement shalli Ibe solely that of
independent contractors,and nothing contained herein shall be construed otherwise, Nothing iin this Sub-Merchant Agreement
or if)the businessr or deahnigs between the parties,shall be construed to make them Joint ventures or partners with each other.
Neither party shall do anytNng to suggest to t1hird parties that the relationshilp,between the parties Is anyffirnig other than that
of indelloorident contraclors.
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34) OTHEIR' AGR,EEIMENT` TERMS; CONFLICT iljpori IMAA accepiance this SuU-Meirchant Agr(,,wment s'hWl be consOered
iricovpoiraked twy refererce intal your over0 Agreement w0h us To the extent any provision of this Sub-Merchaint AgrPernient
dilrectly cionftts Mh any other provision of the Agreement, then the SubWerdiant Agreeffient's ternis shall) be deemed to
cont'rot
36� COST REVIEW& POTENTIAL ADJUSTMENT.We will conduct a quarterly review of Wie overall card pwWswrig Gusts, The
first rewew M111 begIin six(6)months after the iNfiall impIemiensation If there,is a matenaM increase or derrease in,cardl procossing
cdosts, we reseme the nght to adlum fees accor6agly, associated with Payment Seirvices, with prior written nobcs and
supporl'ing docuimentation
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VERMONIT SYSTEMS
SCHEDULE A:
0 oioioi i000m of Vuuuu uMnui uuuu o idVfoi io
Customer�dZSUb-Mefchant MonroeCounty, FL
Payment Faohtatoc RecTrac,LLB d/b,/a Vermont Systenis Fundsrecewed L l f 9 pia ET wh be
deposded in Customer's de!siginated
Payment rote sov WbddPay, LLC accountovithir three( p busmiess mays
Customer a urkrurawtaadt aaau and aviropts that VS wN collect 0 faces andchaiges tear°Ra raaaarrt Service aura chy from ttr
TIACH dr°aat"t aa,ras rdatert'W ifht 'the trus( ar ,".a`kxalatrrara.
VS os rapt re taaaram to fortu^nrtgg delays due to wookends,fed rall hiofida�ys gar Foere AUjours oventsor&auu rat rat'
Daply settlement"'6maa3drt cut-off tl'r tdbrar ro are m Sadught teak W time.
FLAT RATE MODEL
� 'tua ar'ai r � u tirorendalud�khicrCua ... . .
t'o ter r i1r�fraasratnorarf
Discover Creda't card acrount u,ap aat r fee 1,00
if iwhetw avarIIable and ophon s Nrafei l*ectwf
AMEX
r chi rgebairk request air reftwn,pry d ai
u a ru us turau tlt
n acgiOred gross purchase rcha 9 1%, tad
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Aec'Traru N.UC AN rights reserved, N,aasa CRaavm'suram 3/' 1 02I l
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ER SYSTEMS
ACH fee rw s,alle transa(tion $ 1,010
AC ............... ............. ..................... ................
P ACH account Updater fee $ 0,510
fug day overdraft�. ...............................................
nids Lraln'sle r
r0ft/debit per hi,ndS,transfer $ 0110
cimpliance Fee(Manthilly rate)perMID,to bella ass $
Custoner isfurid to b..e PCI non-compHain. t not to exceed MW
. .......... ... .. -------- ............... ...............................
�NOTIES -------------
........... ....... .....................................
Cus,tornier: Vermo�nt S�ystems:
... o..........nro,e.... .................. ..... .t
............................ C-d,/bla,.,Verm.on ,Systems
Exhibit Only - No signatures Exhibit Only - No signatures
..................... -------
By,: By� Patftk Hayden
(P,rinit Name,)
It& Its: President
(Ttle)
Date:
ORecTrac,LLC AH rights reserved. Last Revisiaw(33/03/2025
C41
VERMONT SYSTEMS, *Part of Composite Exhibit A - EXHIBIT ONLY 0)
To be conipleted by Monroe County Contract Administrator
AlYD
Uininessf Slub-Mlarchant 1prov JI Ni gal entity room ej, Ming Busines's�As(lf�a csiwsjw
-----------------------------
Buslinus Addiran 7
I alf Forma iTa—"! ApplI Years Im Biwsin7ess7�77
----------
Tom IID VION) Webstle�UIRQ ousiness phone
Contacts Phione Prilimalry CoMact Conalill
Individual Ca(poiration Pannevsh ip Other
01 sole C11's-Corp DGenpra Clllnn-profit
(Select oneli DPropiNetorshlp CIC-Corp �-]Partrlership (501C)
Private OndivOudiJ n'LLC CILA,rited [360vern"lleni
MlPartnership 001hev
--—----- - ..---0-------------- — . .......
b-wimis ever 4een safmRinalorl from Wdl 04s bwtn us bo Wh44 040nen rnvOod�
be
,
accepToffq credut cards imm anv,netwoorr runNpg a prvs&W prior to oponIog? will&@ lb u%rmess arcv.PV
.................................... Nt; No N o nNA MDebit [Jredft DACHI
..........
..............
liflefly dvtcvlry*Cho natuot q.A Che iervkoi providodi bW Ms lI Whal vwots ial psyment wxdd Na buslaoss fike loaccepO
E.Dn Person Cl Ordine G'I'dephorle DMaR-in CRecur(ing BOhng
MEMMMIMPlq 10.1 Annuall ACH Valurne �AWI`��,ke 1, 1011�jVl �-�a 8.,1 C WA C r e M C'*0 d Gj
1.nu.I C.Id 11.u .1
-------------------------------------------
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IpplI !III!HIM': 11
aral ir"s'en ul iMelv N M unp. sus4ine"Add,es4 susumess Phone
--------------------------
3 ----—-
.......................
4
110
Aglql�Aj Ave ree.Atscriatp u)"3 tar aird Revenue V
LocafionW
WoUoW
3 tcicaflonW
El
..................... ...........
4 LocatlionM
..........
FILENWE SMAPUBLIC
fiernpW,e,Sub 90enthant Applk;akw And AgreefneW l0gedrac,Ll C All Ights rmewed,
Last RevWary 09/2612023
0
ti
Why Do We Peed This Information? We requ!ire cell information about your rr rsh il'p for
cornphatice with federal Know-Your-CUst rn r r"" ") regulations rr ryw1g rted by the Final
Crimes Enforcement Network Bureau of the US, Department of Treasury. IKYC regulations seek t
prevent fin rtil cirlimes and the funding f terrorism, among othl r things, The information sought hllt below
is requiired by KYC (C ktl lti erns, ) "C tr l Owner"" must be provided. A C rmtr l Owner is not required t
have an ownership interest in the Bulb- i rchfrtlrut and the t rltrt l Owner rl'ni ust bie a nrnl tluar l person wiith
significant responsibility to control, manage or direct the airctilviti �.s of thie Sub r hTaui business.
o ntroil Owin rs often hi, time title of CEO, CFO" COO" Mainaging Member, Generl,0 Partner, President, or
Treasurer,
C N'rROL O rOCA/AUTp4 ¢ZENS C T Tn,Mmamr Bm A.P$ATU 6 P R rdl
-...., ,w.. ......... .,.....
Addr,ll iiikxvie or b ulflin is)" Tiatw
Ph��rcn�m•irsrmu amraum�mmrvra.. e.. uV+��....,�._,�...
Igil
aruk Sarre �Acrourn Narne Routlin Nurntaer M a Account Number
-----------------------------------------------------------
--------------------------—----------------------------------------- -------------------------------------------
C LEDiGE iC Ti by signing below,Such-N eirrhant expresMy acknowledges that-,(t)the Individual signln this Sub- erchaint Agreenment has the proper legal
au�tinci to hand the Sulb- ercharat,(2Ji the Siuh•Merchmant,'s Appllil for payunent servicta i tale rejected!in underwriting ktiuif,once accepted,wdllt a
legally ladnding Ssu Mierchanf A,Sfeement wihh the Payment Far iflator identil hed 1(S),aid lnfornmat:ion pmovrdeid heireini is true and accurate:to the best of 5aub-
9mwrchant"s knowiecl r4)the Payment Servnce Terms mind Conditiaan.s,and gray mother doruuawwents referenced as bel iµmart or thie agreenwrat,,slwatl heu;omie faairit um
th Is Suwd• erclaant Agreement;(S)the Raymoit FtadMatoir s proolslein of laaynaeamt servfces under the tgilb� erchant Agreement shall he expressly condlitioned ream
SiAi Verclpaiant's payment of all fees,and other chaages,and Its carnplidair,ce wilth S's Terms of Service and Privacy Policy,as may he revisedPorn tdnme to i
AUT6NuCiFtlU,faTIOldt.Sub-Merchant expressly authorizes the l"ayrrnevrt iracntktator udentriladl below to take the fotlows rig actions:(t)to estaolN;«fi a prilfrmmary merchant
accoucat wr th a rpayme,nt pirocwsaaar of the Payment Facwlitatices choosing r &to access Cipstoanaer Data,inclludiiing but not IImilited to Cairdhol der Data,for the
PerPo eS oil proyliding the pa yni services concern laved by the Altreer,rwr*rarew(d)to execute dca:a.rrnents arw Solt-Mitl behalf,car to take any ottter action
whiIim h throe Payment racillil atta deerrrs reasioinahiy raeUssary to provide its paynment ser0ces tra Suahl,Merclhant as descrrhed taeremn; (d) to access Su wmercharl
designated accoll for puadoses of received and acclepling payrrnews on settletri trarmsaclo-o�ns,togi*Ctrorar asutlh any ad(uSt�aeot5 rrmrardeora"miuh gwderchants
faehraulfa(S) Co collliect any Fees cr other clhafgesl owed to Payment Facilitator,or any of Payment Facilitator's aaflulmares or<,urbisidia�rmes„directly from the Sul
tvderchard's FFT/ACH draft;(6) to sat uullro a,reserve account where Payment Facillltator considers It reasonably necessary to Protect its lefl0limaine business Inaterests;
M to withhold the reniWilaoce tat any funds In Accordance whin Nawhil carders,garntslallnients and,jor ttar lPvles,g('Ali to recotip,reprieve or cdlect from ainy source of
avaiiablie Dundlsm inclpudlrpg but spot Inarmited to the Sub• erctmani's CFT/ACld draft,any Paynient Fardiltartiur expenditures relhateii to uulb.Mert;;haant's gigs eck retuumasS,
chargehaclks,negative oircruralls or overdir9wsn a omuntSl and�(, (to transfeir billed)aimounas to an account helm Ikry Payment Faicltiii to facilitate the Settning of
transact) is limas am the Sind-irytlm r+charl,Place or Places of h�arsil _
SUBMITTEDAND AGREED TACCEPTED_._ ......'. .�.,
" ru r Payment Facilitator
.......� ......
--------------------------- �..
Name and ntle Date 1—.1.......................................................................
tme a a ae
..L.
Ternloilatpe "Saud Pi npphiication And atgmement ecTrrac,LIC,dll rrghts reserved,,,
Last ,evisicirir Gr r 26/2 2l'3
"Exhibit B"'
ti
r////I/III"'II%'/" VER 0712812025
J MONT SYSTEMS Quote Number: QUO-17972-S60689
Softwalre Prictnq iis valkd for 120 leays
Hardwarre Prfleing iis,Subject to Charge
Prepared For: Monroe Com untyl Prepared Sy: Dyian Grem (SaJes Execubve)
Key Largo, FL EmalL. Dylllari,GavpfrrnonMystems,,CofTlI
Contact riams� (.�abvlleii Price,i v Proll manager ToU Fr el 87'7-88�3-8757
Contact IEmailllo PricerGaN,6( IkAontoeColunly-IFL,Gov iDlillrect Pilioniv 802-255 2151
Contact P hore. 305-2955127
Explanation oil Quotw ac 11 Pi idniq
Wow Year ill:$18.048(Prorated)
Years Z$18,5891,44
Year 3,$19,147 13
Y ear 4l$19,721 155
Year 5l,$20,3`13,201
Optional Year fj:$M922,60
01phorrai Year 7'$21,55028
VkbTrac App lBase Onie'Urrw Setup Fee f(9) 1 S2,0010M $20000 $1,80,000
Taw $0,00
lotal. $1,8010,00
OOG�V in, I=,CUITMIMS,M.,I mil momm,Im
Software Sil liption
'Aorkgrouip;Advairwed Software SuitriscOPIOn Bunft-(ipl to 5 1 $745 00 $67050 $74 511 $&046 00
Users t(8):
Credit Card Gateway Fees
PI Gateway Interface(Per MID)i t(I 11) 11 $50,010 V550 00 $6,600 100
Wol App Base Level(2-0 RecTrac Users,) f(10j1 1 SM $28350 $3,1 W S3,402,100
"Irm $01,00
Total: $18,048,00
Vermont ystemis Scheduled Service Cancellation Policy
GanirmIltablon Fee Policy-See Footnotes t(2) 00 50,00
11371 ,11 !mTMIIJMM�llimm�mmmmmmmm�ll�olI mom
Project ftlpteimentabon/Training -remiote(esfimefed) 320 Hour DO $4,000,1010
Prqeol Oisamery-refixgle(esUmaked) so Hmr $125,00 $1,1)00,1010
Tax- $0,010
Total: $6,000,010
�me 11 E0,
ApplicalionSafftwore Add-Ons $1,800,100
Services(rt',cuffing)(prorated)year 1) $18,048,010
7ramning&IEWmses $5M0'010
Totmln $24,848,1010
For Ipinannornr0 ptrrpo,,wm the ainriva%reruirdng cost Mill be: $18,048,010
YNNV vermontsystems cam
saies@Vemontsyslems'Com
N
E R I �a SYSTEMS
� E . I 0712812025 �
V Quo r ra 1
Software PrfC;ilraeg is,vatiid for 120 Days
Hard,waire Pnicmg is Subject to Change
dI` Footirra tee
2 'Tdrrardaletd°wsn,rkre(marmidiellafio n Fees.
YIrD ,of tllrod pwance per scliv,!iJiulied daUi4ar,::Pr 715,00
How t,r,m apaoW C an(,el'latmary Tieras�
.d"oµkrly°sermrices,..C usitr, 'oei u,p r'a uu�ireld to poi r"tot in„e pat k,,ast 3 busiine, i rda;y�,ldurinur TMa,T the s4ddaduu`yWed tiraiirtiing,
Muiidd 0a y aL)r dwlrem '.5te servicli!s Cuslooveil,Is required to pproOds rndaro¢e,nit least 3 weeks,lanusair tra the „r;lra r',druGsdd trapaEraq.
dd a,Pa:,uar aria Syr.tirr.ms IltrsTw Software IBwndte Cue ra,p Cdr 5 d,llscr5 unrllsuld(ra:
us`T Sta ndaaa'rd WWO H05firarf
Tta n„Ttaa;raTR�a�9aT'raat'p�,ar:
ba 6vily Td qd 51ratdusdusn
Im mach"y R wrvnrrrp i
Crass taitpri wa��.mrrrid�"Ihvd�rirvka��r�dull�rs
P0,S/1In,,wrmdo y//T<ketsJGf Cardll::x
la¢amipma"ueirt/sitc ds:aatais
d eagaard 54.he"dapp'lara
pupyda Thr disre/Ver'an e Tiell(efing dunra.nm.gr. Sezi6mg
Trnpa I p.,,5emrvati^auk^�,Man,q('irnsrq
Locker PAaraas lrarmrrrrut
Fle 5,onall Ta amrmr rc,.khie rdu.rliuu"ni,d
i ntadnTraa IBlusiin s irlteONd leira v
Mobde RecVIlaad. StaftIrutirtufrav,
d nrimtract Management
"'dtw bl'rauT Virt(, l'W,"ailinT Roorv� Of nee deldl),
erlr'par AIN a"at(.rrso
IT, pTlraur d°usailh,3 INtids)kasrndd euL� id/IM010 ad IPayTrar V Ist rate- 2 511,,'��Pa 25 planar trans
'snMn6'd"e�uamlra died ii,,, I marsrrTird
Rey Tram.duisl:adplrraertt d illd nr ,'J dbPd',lon
GIG interf ar a* ST ararlaurd°d'ermrp ilaate Opitvv
kit,voy rhochtme 511,aumdardd1u.mdkMe011adrr^n
Re,i Pa(,°s t) on)
T gate lkirvice f st Tut r patutanad
rdtddki,oimarl features,uasuudtrdrys and i.apabillMlps dire avaampabte at the Prerrm urn nubscupturaro Ihdaurradlu,Levl,0,
Add an op.rsuaar,'s are allso avaaaWb,e,Iinciutdiiingii dllhed Wvbl'raad: pa�Tu, earns i ss d;rauaarol t.4aaaik,GrAffiwar,Mainl'r ar,additional naal IIMS $r xtsr, ta drdddonat
ray+Traai WN Tk Tl,eraate,Starad,aruddPrauauuau n
9 Wieblrac.Apnpa,One i"urrne dru haj St tstta Fee {;urvd^truduMr,4 da!Cmdurq,of traurudr°g,uartmuro e daasardd
B'49 rddd Note Bilihrmfp peat t"u'apJe aa'am,pp Smuala fee mall aur,u'v,r'alrn Me rt,ate cf:hp App ifnpdelamprat,dsirarm kii( ,trpf aarlll.
10 'V e' bTraac Appu Base level
TlneWebTraa aaapapm reqpiire,, an ApFQ d„mev6.apaar I r.r nse,whkh you,as 0,,e App aed' apust owirto rn ust provide ' ,ann uap srpbscr'ipfiraim flea for
this Ira erusi( ms 91,'d dTkaosd udrreldV y tnm Apap W)
kT dpu¢aad d,kjto Ilia hing,danr'i rlaP,mTi i.Al,,-p wield ccxur on the date of iliie dlpagm dmapada.ap'ntrrtt.dutko TuP:ds aapf t'„dull_
1"d ddasnn Rec pray and Web„ ra€,IL.Ailern al ddaaadnrwa¢at tT alewsaay dro9erpasd,e for any tfie VS PO n uyrpulliiaw urategry atrad pmayrm evilcard o ptior'us. TTms fee rs
p of Merchant 9D ra?qddo1'red:d Qpaaw^WD),
Thus fee r,9r s nut maroa.pude 11 ay nrr m:arrd$eruuu l'r llm;ar tramdYuaad;P,� pr°9 I,nru r..dsasda'anT dw aas.
rtouramraratsystuaas rrmraa
°�amppplllrT�
sMes@ r rlramlydt"wdsyst rrrus arasnm
AC CERTIFICATE OF LIABILITY INSURANCE DATE(I�M�DNY ,
816/2025
THIS CERTIFICATE IS (ISSUED AS A MATTER OF (INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW.. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)mint have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT
Susan D.Masters,CIC
Arthur J.Gallagher Risk Management Services, LLC PHONE 513-977-3139 Na:513-977 4641
201 E 4th Street Arc Na Exit:
Suite 625 EADDRESS: Susan masters-oh@aig.com
Cincinnati OH 45202 INSURER(S)AFFORDING COVERAGE NAICIf
INSURER A:Continental Insurance Company 35289
INSURED CLUBLLC-01 INSURER B:Valley Forge Insurance Company 20508
Club9987 s Carver
dHoldings LLC INSURER c:American Casualty Company of Reading,PA 20427
9987 Carver Rd Ste#230
Blue Ash,OH 45242 INSURER D:Columbia Casualty Company 31127
INSURER E:Zurich American Insurance Company 16535
INSURER F:
COVERAGES CERTIFICATE NUMBER:1891766322 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR TYPE OF INSURANCEAIJUL POLICY Err POLICY EXP LIMITS
LTR INSD NWtfD POLICY NUMBER MWDDIYYYY MM/DD/YYYY
B X COMMERCIAL GENERAL LIABILITY Y 607968457/ 11115/2024 11/15d2025 EACH OCCURRENCE $1,000,000
CLAIMS-MADE OCCUR PREMISES Ea occurrence $100000
MED EXP(Any one person) 15,000
PERSONAL&ADV INJURY $1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000
X POLICY JPE T LOC PRODUCTS-COMP/CiP AGG $2,000,000
OTHER EBL $1,000,000
A AUTOMOBILE LIABILITY Y 6079684568 11/15/2024 '1 1/1 51202 5 Ea accident)
➢GLE LIMIT $1,000,000
Ea acclden�
ANY AUTO BODILY INJURY(Per person) $
OWNED SCHEDULED BODILY INJURY(Per accident) $
AUTOS ONLY AUTOS
X HIRED X NON-OWNED PROPERTY DAMAGE $
AUTOS ONLY AUTOS ONLY Per accident
X Hred PhyDarn Hired PhyDam $75,000
A X UMBRELLA LIAB X OCCUR 60796841504 11/15/2024 11/15d2025 EACH OCCURRENCE $5,000,000
EXCESS LIAR CLAIMS-MADE AGGREGATE $5,000,000
DED X RETENTION$ '$`����
DD
C WORKERS COMPENSATION 6079684599 11/15/2024 '1111512025 X I
STATLIT .,.„.,.,.,.,._.EOT� CA&AOS
C AND EMPLOYERS'LIABILITY Y/N 6079684585 11/15/2024 1111512025
ANYPROPRIETORtPARTNEPJEXECUTIVE E .EACH ACCIDENT $1,000,000
OFFICER/MEMBEREXCLUDED? E] NIA .L
(Mandatory m NH) E.L.DISEASE-EA EMPLOYEE $1,000,000
If yes,describe under
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000
D ProVCyberr-CM 652510479 3/23/2025 3/23/2026
E Crime-3rd Party MPL6958336-02 1/1512025 1/15/2026 FW
DESCRIPTION OF OPERATIONS r LOCATIONS r VEHICLES(ACORD 101,Additional Remarks Schedute,maybe attached it more space is required)
Complete Named Insured:Ctubessential Holdings,LLC f/k/a CE HoldcO,LLC;CE Management Holdings„LLC;ClubReady,LLC;LEGP 11 Blc ker(CR),Inc;
iKizmet,Inc;ClubReady Canada Software,ULQ RecTrac,LLC d/b/a Vermont Systems;RecDesk,LLC(+5/16/24);Clubessential,LLC;BlueGolf,LLC;Advance
Scoreboards,LLC d/b/a taskTracker(+5/22/24);GolfCompete, Inc d/b/a foreUP;RW2 Marketing&Design, Inc dfb/a 1-2-1 Marketing;EXerp Buy Co;EXe€p
America Inc
OH Employers Defense Liability(Stop Gap): Policy#6079684571;11/15/2024-11/15/2025$1,000,0001 1,000,000/ 1,000,000 APPROVED SY RISK M1ANA0ror*ENr
CGL:CNA74872XX(01/15)CNA Paramount Technology General Liability Extension Endorsement provides: BY
See Attached... DAZE 68.06 2
CERTIFICATE HOLDER CANCELLATION wANMOA XYrr
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
Monroe County, Florida ACCORDANCE WITH THE POLICY PROVISIONS.
Monroe County Information Technology
1200 Truman Ave.,Ste.211 AUTHOR17FnRFPRFSFNrA IVF
Key West FL 33040 � 7
xf—
@ 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 1743
AGENCY CUSTOMER ID: CLUBLLC-01
LOC#:
ACCOR" ADDITIONAL REMARKS SCHEDULE Page 1 of 1
AGENCY NAMED INSURED
Arthur J.Gallagher Risk Management Services,LLC Clubessentral Holdings LLC
9987 Carver Rd Ste#230
POLICY NUMBER Blue Ash,OH 45242
CARRIER NAIL CODE
EFFECTIVE DATE:
ADDITIONAL REMARKS
THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM,
FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE
-Additional Insured by Contract,Agreement or Permit when required in a written contract with you;
-Waiver of Subrogation when required in a written contract with you
The client does not have any owned/tifled vehicles at this time.
BA: CNA83700XX(10/2015)Extended Coverage-BA Plus-For Hired and Non-Owned Autos which provides the following:
-Additional Insureds Required by Written Contracts
-Employee-Hired Autos
-Waiver of Subrogation
-Primary and Non-Contributory When Required By Contract
B&CA0444(10/13)Business Auto-Waiver of Transfer of Rights of Recovery Against Others to Us(Waiver of Subrogation).Blanket when required by contract
with you,
WC:WC000313(04/84)Blanket Waiver of Subrogation when required in a written contract with you where allowed by State law.
VVC:WC420304B(06114)Texas Blanket Waiver of Subrogation when required in a written contract with you.
WC:WC430305(07100)Utah Blanket Waiver of Subrogation when required in a written contract with you.
WC:G1916013(11/97)California Blanket Waiver of Subrogation when required in a written contract with you.
Umbrella is follow form regarding underlying: CGIL BA WC
Prof/Cyber Retention: - Retro Active 3/23/11
Prot/C a Liability Insurance Policy coverage form:
-pg 3
Prof/Cyml.t-I'M to R I
Third Party Crime Deductible: $25,000
Monroe County BOCC is shown as Additional Insureds solely with respect to General Liability and Auto Liability coverage as evidenced herein as required by
written contract with respect to work performed by the Named Insured
ACORD 101 (2008101) @ 2008 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD 1744