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HomeMy WebLinkAboutItem N02COUNTY of MONROE The Florida Keys BOARD OF COUNTY COMMISSIONERS Mayor Michelle Lincoln, District 2 Mayor Pro Tem David Rice, District 4 Craig Cates, District 1 James K. Scholl, District 3 Holly Merrill Raschein, District 5 Regular Meeting March 11, 2026 Agenda Item Number: N2 26-0600 BULK ITEM: Yes DEPARTMENT: Administration TIME APPROXIMATE: n/a STAFF CONTACT: Lindsey Ballard - (305)292- 4443 AGENDA ITEM WORDING: Report to the Board of County Commissioners on the small contracts signed by the County Administrator. ITEM BACKGROUND: PREVIOUS RELEVANT BOCC ACTION: INSURANCE REQUIRED: No CONTRACT/AGREEMENT CHANGES: STAFF RECOMMENDATION: Approval. DOCUMENTATION: FINANCIAL IMPACT: Effective Date: Expiration Date: Total Dollar Value of Contract: Total Cost to County: Current Year Portion: Budgeted: Source of Funds: CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: If yes, amount: Grant: County Match: Insurance Required: loll°hI i)d-,�,4lIlJ]\J G G, N11"v1.l1 `,IQSN" I " I li. 6 IIA"� kl`J I,INd']",l,AL ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $100,000.00 and Under Contract with: Federal Aviation Admin. (Contract # AJF-ON-ACC-26-007561 Effective Date: Upon execution Expiration Date: upon completion of flight check Contract Purpose/Description: The FAA requires a flight check inspection of the Precision Approach Path Indicators (PAPIs) on Runway 07/25 at the Florida Keys Marathon International Airport. Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager: Beth Leto 5239 leto-Beth@monroecounty-fl.gov (Name) (Ext.) Email Address CONTRACT COSTS Total Dollar Value of Contract: $ 15,197.76 Current Year Portion: $ 15,197.76 (must be $100,000 or less) (1f multiyear agreement then requires BOCC approval, unless the tofal cwyttilafive arrtaun�t is •$1100,011.00 ou-less) Budgeted? Yes 0 No ❑ Grant: $ 15,197.76 County Match: $ 0 Fund/Cost Center/Spend Category: 403-635124-530310-SC_00036 ADDITIONAL COSTS Estimated Ongoing Costs: $ 0 /yr For: (Not included in dollar value above) (e.g. maintenance, utilities, janitorial, salaries, etc.) Insurance Required: YES ❑ NO 0 CONTRACT REVIEW Reviewer Department/Office Director/ Signature: Richard Strickland °,9"d'ned se8Y4-05.0' oage:20zs.o 17.D6.11:06:1d St-d Assistant Director Pedro J. Mercado Digitally signed by Pedro J. Mercado County Attorney Signature: Date: 2026.01.2017:11:40-05'00' Gaelan P Jones DigitallysignedbyGaelanPJones Risk Management Signature: Date :2026.012817: 17: 14-05'00' Julie E. Cuneo Digitally signed by Julie E. Cuneo Purchasing Signature: Date: 2026.02.02 06:40:08-05'00' (email eontraets@monroecounty-fl.gov) Digitally signed by Angelica Malmsky OMB Signature: Angelica Malcosky Date :2026.02.020. 06:21-05'00' (email OMB@monroecounty-fl.gov) Comments: Risk: contract w/government entity not requiring insurance. Approved on this basis. Revised BOCC 11/12/2025 I�, cviscd I I/1200'1,5 91 1 11 �"t Ir t'° Agreement Number AJF-ON-AAC-26-AC-007561 NON-FEDERAL REIMBURSABLE AGREEMENT BETWEEN DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AND BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY MARATHON, FL WHEREAS, the Federal Aviation Administration (FAA) can furnish directly or by contract, material, supplies, equipment, and services which the Board of County Commissioners of Monroe County (Sponsor) requires, has funds available for, and has determined should be obtained from the FAA; WHEREAS, it has been determined that competition with the private sector for provision of such material, supplies, equipment, and services is minimal; the proposed activity will advance the FAA's mission; and the FAA has a unique capability that will be of benefit to the Sponsor while helping to advance the FAA's mission; NOW THEREFORE, the FAA and the Sponsor mutually agree as follows: ARTICLE 1. Parties The Parties to this Agreement are the FAA -Flight Program Operations and Board of County Commissioners of Monroe County. ARTICLE 2. Type of Agreement This Agreement is an "other transaction" authorized under 49 U.S.C. § l 06(l)(6). it is not intended to be, nor will it be construed as, a partnership, corporation, joint venture or other business organization. ARTICLE 3. Scope A. The purpose of this Agreement between the FAA and the Sponsor is to provide a reconfiguration flight inspection of the PAPIs on Rwys 07/25 at The Florida Keys Marathon International Airport (KMTH) Marathon, FL. This Agreement provides funding for the FAA to establish these services. Therefore, this Agreement is titled: Board of County Commissioners of Monroe County, Marathon, FL Non -Federal Reimbursable Agreement V98 Page 1 of 9 Agreement Number AJF-ON-AAC-26-AC-007561 B. The FAA will perform a reconfiguration flight inspection of the PAPIs on Rwys 07/25 at The Florida Keys Marathon International Airport (KMTH) Marathon, FL. C. The Sponsor will perform the following activities: 1. Provide funding as estimated in Article 7. 2. Upon signature and payment of agreement, contact Richard Montgomery at 405- 954-0792 or Richard.Montgomery(.faa.gov once the site is ready for inspection. You may also call the Oklahoma City Service Center if you have any questions at 405-954-9780. D. This agreement is in whole or in part funded with funding from an AIP grant [X] Yes [ ] No. If Yes, the grant date is: 09/24/2024 and the grant number is: 3-12-0044- 043-2024. If the grant information is not available at the time of agreement execution, the Sponsor will provide the grant information to the FAA when it becomes available. ARTICLE 4. Points of Contact The FAA, Flight Program Operations, Program Support Group will provide administrative oversight of this Agreement. Shelley Ochs is the Agreement Coordinator and liaison with the Sponsor and can be reached at 405-954-5757 or via email at shelley.d.ochs@faa.gov. This liaison is not authorized to make any commitment, or otherwise obligate the FAA, or authorize any changes which affect the estimated cost, period of performance, or other terms and conditions of this Agreement. 2. The FAA, Flight Program Operations, Flight Operations Group will perform the scope of work included in this Agreement. Richard Montgomery is the Lead Scheduler, Flight Program Operations, and liaison with the Sponsor for any Flight Inspection issues and can be reached at 405-954-9780 or via email at richard.montgomery@faa.gov. These liaisons are not authorized to make any commitment, or otherwise obligate the FAA, or authorize any changes which affect the estimated cost, period of performance, or other terms and conditions of this Agreement. 3. FAA Contracting Officer: The execution, amendment, and administration of this Agreement must be authorized and accomplished by the Contracting Officer, Michele Mustin who can be reached at 405-954-7879 or via email at michele.d.mustin@faa.gov. Non -Federal Reimbursable Agreement V98 Page 2 of 9 Agreement Number AJF-ON-AAC-26-AC-007561 B. Sponsor: Sponsor: Board of County Commissioners of Monroe County ATTN: Richard Strickland Address: 3491 S Roosevelt Blvd. Key West, FL 33040-5295 Phone: 305-393-7742 Email: Strickland-Richard@monroecounty-fl.gov ARTICLE 5. Non -Interference with Operations [RESERVED] ARTICLE 6. Property Transfer [RESERVED] ARTICLE 7. Estimated Costs A. The estimated FAA costs associated with this Agreement are as follows: DESCRIPTION OF REIMBURSABLE ITEM ESTIMATED COST LABOR NA _----------------------------------------------------------------------------------------------------- ---------------------------------------- o- NON-LABOR ------------------------------------------------------------------------------------------------------------- -$ -------------------------------------------------- Fliht Inspection____________ _____ ------------------------------------------------------ $14,072.00 ----------------------- Non-Labor Overhead_(8%) $ 1,125.76- - ------------------------------------------------- ------ - - --------------- - --- ------ Total Non -Labor ---------------------- $15,197.76 TOTAL ESTIMATED COST $15,197.76 Detailed Estimate: Flight Inspection Estimated Cost Estimated Beech Rate $3,518/hr Type Hours Inspections Cost PAPIs Rwys 07/25 at KMTH Reconfiguration 4 1 $14,072.00 8% Administrative Overhead $ 1,125.76 Total Estimated Cost $15,197.76 B. FAA reserves the right to determine which aircraft will be used for flight inspections. Flight hour rates will be adjusted automatically according to FAA Order 4040.28 (current edition), Application of Flight Hour Rates, or as approved by the Flight Program Executive. The estimate is based on rates in effect at the time this Agreement is signed. Non -Federal Reimbursable Agreement V98 Page 3 of 9 Agreement Number AJF-ON-AAC-26-AC-007561 C. Estimated costs contained herein are for planning purposes only and can vary depending on the actual aircraft used, and actual flight hours expended to reach the facility and to accomplish the inspection. As required by regulation, the final bill submitted to the Sponsor will reflect actual hours and costs to the FAA. D. Sponsor will be notified of any necessary deviations or changes to the instrument flight procedure and agrees to negotiate with the FAA to resolve additional reimbursement issues exceeding 10% of the cost estimate, in accordance with Article 9. E. FAA flight inspection aircraft may be delayed from scheduled itineraries for unanticipated reasons such as a National Airspace System priority, weather, or unscheduled aircraft maintenance. FAA is not responsible for any additional cost the Sponsor may incur if an inspection must be rescheduled. ARTICLE 8. Period of Agreement and Effective Date The effective date of this Agreement is the date of the last signature. This Agreement is considered complete when the final invoice is provided to the Sponsor and a refund is sent or payment is received as provided for in Article 9, Section D of this Agreement. This Agreement will not extend more than five years beyond its effective date. ARTICLE 9. Reimbursement and Accounting Arrangements A. The Sponsor agrees to prepay the entire estimated cost of the Agreement. The Sponsor will send an electronic copy of the Agreement to the FAA Agreement Coordinator for FAA signature. The Sponsor will also send a copy of the executed Agreement and submit full advance payment in the amount stated in Article 7 to the Reimbursable Receipts Team listed in Section C of this Article. The advance payment will be held as a non -interest bearing deposit. Such advance payment by the Sponsor must be received before the FAA incurs any obligation to implement this Agreement. Upon completion of this Agreement, the final costs will be netted against the advance payment and, as appropriate, a refund or final bill will be sent to the sponsor. Per U.S. Treasury guidelines, refunds under $1.00 will not be processed. Additionally, FAA will not bill the sponsor for amounts less than $1.00. B. The Sponsor certifies that arrangements for sufficient funding have been made to cover the estimated costs of the Agreement. Non -Federal Reimbursable Agreement V98 Page 4 of 9 Agreement Number AJF-ON-AAC-26-AC-007561 C. The Reimbursable Receipts Team is identified by the FAA as the billing office for this Agreement. The Sponsor will send an electronic copy of the executed Agreement to the Agreement Coordinator and submit the advance payment to the Reimbursable Receipts Team. The preferred method of payment for this agreement is via Pay.Gov. The sponsor can use a check or credit card to provide funding in this manner and receipt -processing time is typically within 3 working days. Alternatively, the sponsor can mail the payment to the address shown below. All payments mailed to the FAA must include the Agreement number, Agreement name, Sponsor name, and project location. Payments submitted by mail are subject to receipt -processing delay of up to 10 working days. FAA payment remittance address using USPS: DOT/FAA/ESC P.O. Box 25770 AMK-322 — MPB 328 Oklahoma City, OK 73125 FAA payment remittance address using Fed Ex/ UPS/USPS Priority (overnight): DOT/FAA/ESC AMK-322 — MPB328 6500 S. MacArthur Blvd. Oklahoma City, OK 73169 The Sponsor hereby identifies the office to which the FAA will render bills for the project costs incurred as: Board of County Commissioners of Monroe County ATTN: Beth Leto 3491 S Roosevelt Blvd. Key West, FL 33040-5295 305-809-5239 Leto-Beth@monroecounty-fl.gov D. The FAA will accept payments under this Article from only one of two sources: either (1) the Sponsor or (2) a Third Party on behalf of the Sponsor, and the same source must make all required payments. If a Third Party makes the payments, then any refund due from FAA upon completion of the Agreement will be returned to that Third Party. Non -Federal Reimbursable Agreement V98 Page 5 of 9 Agreement Number AJF-ON-AAC-26-AC-007561 E. The cost estimates contained in Article 7 are expected to be the maximum costs associated with this Agreement, but may be amended to recover the FAA's actual costs. If during the course of this Agreement actual costs are expected to exceed the estimated costs, the FAA will notify the Sponsor immediately. The FAA will also provide the Sponsor an amendment to the Agreement which includes the FAA's additional costs. The Sponsor agrees to prepay the entire estimated cost of the amendment. The Sponsor will send a copy of the executed amendment to the Agreement to the Reimbursable Receipts Team with the additional advance payment. Work identified in the amendment cannot start until receipt of the additional advance payment. In addition, in the event that a contractor performing work pursuant to the scope of this Agreement brings a claim against the FAA and the FAA incurs additional costs as a result of the claim, the Sponsor agrees to reimburse the FAA for the additional costs incurred whether or not a final bill or a refund has been sent. ARTICLE 10. Changes and Amendments Changes and/or amendments to this Agreement will be formalized by a written amendment that will outline in detail the exact nature of the change. Any amendment to this Agreement will be executed in writing and signed by the authorized representative of each party. The parties signing this Agreement and any subsequent amendment(s) represent that each has the authority to execute the same on behalf of their respective organizations. No oral statement by any person will be interpreted as amending or otherwise affecting the terms of the Agreement. Any party to this Agreement may request that it be amended, whereupon the parties will consult to consider such amendments. ARTICLE 11. Termination In addition to any other termination rights provided by this Agreement, either party may terminate this Agreement at any time prior to its expiration date, with or without cause, and without incurring any liability or obligation to the terminated party other than payment of amounts due and owing and performance of obligations accrued, in each case on or prior to the termination date, by giving the other party at least thirty (30) days prior written notice of termination. Payment of amounts due and owing may include all costs reimbursable under this Agreement, not previously paid, for the performance of this Agreement before the effective date of the termination; the total cost of terminating and settling contracts entered into by the FAA for the purpose of this Agreement; and any other costs necessary to terminate this Agreement. Upon receipt of a notice of termination, the receiving party will take immediate steps to stop the accrual of any additional obligations which might require payment. All funds due after termination will be netted against the advance payment and, as appropriate, a refund or bill will be issued. ARTICLE 12. Order of Precedence [RESERVED] Non -Federal Reimbursable Agreement V98 Page 6 of 9 Agreement Number AJF-ON-AAC-26-AC-007561 ARTICLE 13. Legal Authority This Agreement is entered into under one or more of the following authorities: 49 U.S.C. § 106(1), 31 U.S. Code 6505 Intergovernmental Cooperation Act. Under these authorities, the Administrator of the FAA is authorized to enter into and perform such contracts, leases, cooperative agreements and other transactions as necessary to carry out the functions of the Administrator and the Administration on such terms and conditions as the Administrator considers appropriate. Nothing in this Agreement will be construed as incorporating by reference or implication any provision of Federal acquisition law or regulation. ARTICLE 14. Disputes Where possible, disputes will be resolved by informal discussion between the parties. In the event the parties are unable to resolve any dispute through good faith negotiations, the dispute will be resolved by alternative dispute resolution using a method to be agreed upon by the parties. The outcome of the alternative dispute resolution will be final unless it is timely appealed to the Administrator, whose decision is not subject to further administrative review and, to the extent permitted by law, is final and binding (see 49 U.S.C. § 46110). ARTICLE 15. Warranties The FAA makes no express or implied warranties as to any matter arising under this Agreement, or as to the ownership, merchantability, or fitness for a particular purpose of any property, including any equipment, device, or software that may be provided under this Agreement. ARTICLE 16. Insurance The Sponsor will arrange by insurance or otherwise for the full protection of itself from and against all liability to third parties arising out of, or related to, its performance of this Agreement. The FAA assumes no liability under this Agreement for any losses arising out of any action or inaction by the Sponsor, its employees, or contractors, or any third party acting on its behalf. Non -Federal Reimbursable Agreement V98 Page 7 of 9 Agreement Number AJF-ON-AAC-26-AC-007561 ARTICLE 17. Limitation of Liability To the extent permitted by law, the Sponsor agrees to indemnify and hold harmless the FAA, its officers, agents and employees from all causes of action, suits or claims arising out of the work performed under this Agreement. However, to the extent that such claim is determined to have arisen from the act or omission by an officer, agent, or employee of the FAA acting within the scope of his or her employment, this hold harmless obligation will not apply and the provisions of the Federal Tort Claims Act, 28 U.S.C. § 2671, et seq., will control. The FAA assumes no liability for any losses arising out of any action or inaction by the Sponsor, its employees, or contractors, or any third party acting on its behalf. In no event will the FAA be liable for claims for consequential, punitive, special and incidental damages, claims for lost profits, or other indirect damages. ARTICLE 18. Civil Rights Act The Sponsor will comply with Title VI of the Civil Rights Act of 1964 relating to nondiscrimination in federally assisted programs. ARTICLE 19. Protection of Information The parties agree that they will take appropriate measures to identify and protect proprietary, privileged, or otherwise confidential information that may come into their possession as a result of this Agreement. ARTICLE 20. Security In the event that the security office determines that the security requirements under FAA Order l 600.1 F applies to work under this Agreement, the FAA is responsible for ensuring that security requirements, including compliance with AMS clause 3.14.2, Contractor Personnel Suitability Requirements are met. ARTICLE 21. Entire Agreement This document is the entire Agreement of the parties, who accept the terms of this Agreement as shown by their signatures below. In the event the parties duly execute any amendment to this Agreement, the terms of such amendment will supersede the terms of this Agreement to the extent of any inconsistency. Each party acknowledges participation in the negotiations and drafting of this Agreement and any amendments thereto, and, accordingly that this Agreement will not be construed more stringently against one party than against the other. If this Agreement is not executed by the Sponsor within 120 calendar days after the FAA transmits it to the Sponsor, the terms contained and set forth in this Agreement shall be null and void. Additionally, the FAA expects this agreement to be funded within 120 days of execution, if funding is not received by that date; the FAA may exercise the right to renegotiate estimated costs. Non -Federal Reimbursable Agreement V98 Page 8 of 9 [TWIX"I FEDERAL AVIATION ADMINISTRATION SIGNATURE JOE Digitally signed byJOE _ OGLESBY Dale: 206 NAME OGLESBY 08:2709-06'00'0 TITLE Contracting Officer DATE Agreement Number AJF-ON-AAC-26-AC-007561 BOARD OF COUNTY COMMISSIONsigned ERS (aN NE�7R}��S �O}7F MONROE Digitallv� Chrisl nye Hu leyby Date6.02.03 SIGNATURE Hurley 12:26: 8-05'00' 12:26:38-05'00' NAME Michelle Lincoln TITLE Mayor/Chairman DATE Non -Federal Reimbursable Agreement V98 Page 9 of 9 i)t-,�,4llJ.l\J G G, N11"1I IQSN"I"I°° 11:6 IIA"� kl`J I,INdAPIIl,AL ATTACHMENT D.5 COUNTY ADMINISTRATOR CONTRACT SUMMARY FORM FOR CONTRACTS $100,000.00 and Under Contract with: TargetSolutions Learning, LLC Contract # n/a dba Vector Solutions Effective Date: 01/01/2026 Expiration Date: 12/31/2026 Contract Purpose/Description: Addendum No. 2 to Agreement between Monroe County and TargetSolutions Learning. LLC for Vector Solutions Public Sector Software as a Service for continued firefighter electronic training to maintain mandatory credentials; this addendum exercises the second of three renewals pursuant to the agreement. Contract is Original Agreement Contract Amendment/Extension Renewal Contract Manager:Cheri Tamborski 6088 tamborski-cheri@monroecounty-fl.gov (Name) (Ext.) Email Address CONTRACT COSTS Total Dollar Value of Contract: $ 22,027.95 Current Year Portion: $ 22,027.95 (must be $100,000 or less) CC_11001: $6,608.39 (1f multiyear agreement then CC 12001: $ 660.84 requires BOCC approval, CC_11500: $8,811.18 unless the tout a¢n¢ nilafive CC_14000: $ 660.84 CC_12000: $ 881.12 a r`ottnt is .$100,)("(G O. Bess) CC_63100: $4,405.59 Budgeted? Yes❑✓ No ❑ Grant: $ n/a County Match: $ n/a Fund/Cost Center/Spend Category: SC 00084 Software (See Cost Center Splits) ADDITIONAL COSTS Estimated Ongoing Costs: $ 5% increaji /yr For: per agreement (Not included in dollar value above) (e.g. maintenance, utilities, janitorial, salaries, etc.) Insurance Required: YES ❑ NO ❑ CONTRACT REVIEW Reviewer Digitally signed by R.L. Colina Department/Office Director Signature: R.L. CO I I n I a Date: 2026.01.28 14:02:25-05'00' Assistant Director Digitally signed by Eve M. Lewis County Attorney Signature: Eve M. Lewis Date: 2026.01.28 13:23:11-05'00' Jaclyn Flatt Digitally signed byJadynFlatt Risk Management Signature: Date: 2026.01.28 15:17:51 -05'00' Lisa Abreu Digitally signed by Lisa Abreu Purchasing Signature: Date: 2026.02.17 15:05:55-05'00' (email contracts@1Tlonroecounty-fl.gov) a������DigitallysignedbyAngelicaMalcosky p�„1� OMB Signature: Angelica M Date :2026.02.1715:34:0a-05'00' (email OMB@monroecounty-fl.gov) Comments: Revised BOCC 11/12/2025 Monroe County Purchasing Policy and Procedures ATTACHMENT D.6 COUNTY ADMINISTRATOR CONTRACT RENEWAL FORM FOR CONTRACTS $100,000.00 and Under Contract with: TargetSolutions Learning, LLC dba Vector Solutions Contract # n/a Renewal Date: 0,1.01.2026 Expiration Date: 12.31.2026 Contract Renewal Notes: Addendum No. 2 to Agreement between Monroe County and TargetSolutions Learning, LLC for Vector Solutions Public Sector Software as a Service for continued firefighter electronic training to maintain mandatory credentials; thisaddendum exercises the second of three renewals pursuant to the agreement. FAILURE TO MEET ONE OR MORE OF THE CONDITIONS SET FORTH BELOW WILL REQUIRE APPROVAL BY THE BOCC *The BOCC approved agreement provided for a renewal subject to the terms and conditions set forth in in the initial contract. *The Contractor has performed in a satisfactory manner and the contract manager has verified satisfactory performance * The Contractor has requested and agrees to renewal (renewal agreement should first be signed by Contractor) * The renewal period is set forth in the BOCC approved agreement * The total cumulative value, including any Consumer Price Index (CPI) increase, of the renewal is $100,000.00 and under The following Contract Manager has verified that the above conditions have been met. Contract Manager: Cheri Tamborski 305.289.6088 MCFR/Stop #14A (Name) (Ext.) (Department/Stop #) Revised BOCC 4/19/23 Page 85 of 105 ADDENDUM NO.2 TO TARGETSOLUTIONS LEARNING, LLC AGREEMENT FOR VECTOR SOLUTIONS PUBLIC SECTOR SOFTWARE AS A SERVICE (2 ND RENEWAL TERM) 1) The Contract Documents. This Addendum No. 2 (or "Agreement" used interchangeably throughout) is made and entered into on the last date set forth on the execution page, and is hereby incorporated as if set forth in full to the "Vector Solutions Public Section Software as a Service Agreement," including its "Additional Terms and Conditions," executed between the parties on April 17, 2024, along with Addendum No. 1 executed as of March 4, 2025, attached hereto as "Composite Exhibit A- L" The parties desire to extend the Agreement, and adopt the new Vector Solutions Order (TargetSolutuions) placed by Monroe County, Florida, dated November 2, 2025 (hereinafter "Order"), attached and incorporated herein as "Exhibit B." The paries to this agreement are TargetSolutions Learning, LLC, 4890 W. Kennedy Blvd., Ste. 300, Tampa, FL 33609 (hereinafter the "Contractor"), and Monroe County, Florida, a political subdivision of the State of Florida, through its Board of County Commissioners, with principal offices located at 1100 Simonton Street, Key West, FL 33040 (the "County"). Iii the event of a conflict between the aforementioned documents, any duly executed amendment or Addendum in reverse sequential order will control, followed by the Order, then the "Additional Terms and Conditions" attached to the "TargetSolutions Learning, LLC Agreement — Schedule A," then the "Vector Solutions Public Section Software as a Service Agreement," in that order. 2) Contract Amount. Contractor will perform contract requirements with pricing and invoicing pursuant to the Order. The Order must not exceed the total value of $100,000 without the prior written approval of the Board of County Commissioners. As used herein, the total value of the Order is calculated by adding the value of all Orders placed after the Board of County Commissioners' most recent approval. County is exempt from payment of Florida State Sales and Use taxes. Contractor agrees to submit invoices with supporting documentation that is acceptable to the Monroe County Office of Clerk and Comptroller (County Clerk). Acceptability to the County Clerk is based upon generally accepted accounting principles and such laws, rules and regulations as may govern the disbursal of funds by the County Clerk. 3) Agreement Subject to Funding. The County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the Board of County Commissioners. In the event that the County funds on which this Agreement is dependent are withdrawn, this Agreement is terminated, and the County has no further obligation under the terms of this Agreement to the Contractor beyond that already incurred by the termination date. 4) Contract Term. This agreement shall be effective for one (1) year only. The parties agree that the commencement of the contract term is January 1, 2026 and the natural expiration will be at 11:59 p.m. EST on December 31, 2026. Consistent with Paragraph 7 of the "Additional Terms and Conditions" to the "TargetSolutions Learning, LLC Agreement — Schedule A," this Addendum represents the second (2" d) of three (3) renewal terms. 5) Severability; Waiver of Provisions. Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction. 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M&M kw /mbohzed SWwr] of �3 UorpmaOon or 110 JINShe is pemonaHy known W mclor ims Irrmhwod We of Acmlcadmfl as k5nd0miAn Sigplawle of Nowry Public A&I & MW - NIQU POK) BOARD OF COUNTY COMMISSIONERS OFNIONROE COUNTY PDRIM Christine Digitally signed by Christine Hurley By-, Hurley Date: 2026.02.19 icy, (owt�) '',dinir6sma1ol J A pptond as m WgW Iron jQ "Hk,, v e M P e \,iv� S A�,,suuit (,mwo, Viotu,-, ACKNOWLEDGMENT A vomry VuW|o o,othm/unmp|ohnO �hiu ca�ihca�ovenkoyon!y\heidenUyo[ihmndvidumfl o*o�igundthodncument towh/chihisoe��oa�eia � nnach*daud no' rheiru|h(u|nmSs.aouumcy, or � ^gkfi�yofU)a,douumant ' | 0xam o[CaWhm|a (,cuntyof _ S@n)ieg8 _) On Oecembe 18, 2025 before ma, ]uYia Kim Grande, Notary Pubhc ynsednammpnd— ----------- pmrso�naKymppeared Mark Fung Mhopn�wod ho meon(hm h',::isis of °=osf-a,oryew�mnnm0o bo -i��� rubucribod1othe wi1h|ninsOrumentandacknowledged bzme thnthe�ha` 'ey/-`oa0ein hi��e��eirauUxon�edcapncity<|sm>.and that byonthe /naLrum'r|the �m��rson(s), :�)rffie enfity upon behad"of which the person(s) acted, excuAed �he inskument | certify unUsnPENALTYDFPERJURYundmrUhakjwaoY�e8tj�pof(:a|ifomiaUmi U eforcgoing paragraph iatwo and oomec1 YVMNESSmyhmndand cAfiuo|saoi y-- / (Seal) Docusign Envelope ID: 87508350-0224-4058-A14A-7B72404EB04C OFFICER'S CERTIFICATE December 29, 2025 This OFFICER'S CERTIFICATE is delivered to Monroe County, Florida, to clarify and declare signatory authority f'or company members of TargetSolutions Learning, LLC, The undersigned, Jason M. Brady, does hereby certify as follows: Yle is the duly elected, qualified and acting Secretary of Thunder Holdings GP, LLC. 2. He is the Chief Legal and Compliance Officer for the Vector Group. 3. The Vector Group is a consolidated group of 38 companies. Thunder Holdings GP, LLC is the ultimate parent company of the Vector Group. TargetSolutions Learning, LLC (TSL) is a member of the Vector Group, 4. As Secretary of Thunder Holdings GP, LLC and the Chief Legal and Compliance Officer for the Vector Group, he is an authorized signatory for TSL with full authority to act on behalf of and to bind TSL. 5. Additionally, as Secretary of Thunder Holdings GP, LLC and the Chief Legal and Compliance Officer for the Vector Group, he verifies that Mark Fung, Vice President of Customer Success, has been granted the legal authority to bind TSL to the agreed upon covenants, terms and conditions contained in the services agreement with the Monroe County, Florida. [REMAINDER OF PAGE. INTENTIONALLi, LEFT BLANK] Docusign Envelope ID: 87608350-0224-405B-A14A-7B72404EB04C IN WITNESS WHEREOF, the undersigned, in his above -stated capacities, and not individually, has executed this OFFICER'S CERTIFICATE as of the date first written above. [�Dmufflqg.ed by - s6t'L By: braj. --- Name: Jason A Brady Secretary, Thunder Holdings GP, LLC Chief Legal and Compliance Officer, the Vector Group "COMPOSITE EXHIBIT A-111 ADDENDUM NO. I TO TARGETSOLUTIONS LEARNING, LLC AGREEMENT FOR VECTOR SOLUTIONS PUBLIC SECTOR SOFTWARE AS A SERVIC (1ST RENEWAL TERM) I r) The Contract Documents. This Addendum (or "Agreement" used interchangeably throughout) is made and entered into on the last date set forth on the execution page, and is hereby incorporated as if set forth in full to the "Vector Solutions Public Section Software as a Service Agreement," including its "Additional Terms and Conditions," executed between the parties on April 17, 2024. The parties desire to extend the Agreement, and adopt the new FY25-26 Vector Solutions Order (TargetSolutuions) placed by Monroe County, Florida, dated December 30, 2024 (hereinafter "Order"), The parties to this agreement are TargetSolutions Learning, LLC, 4890 W. Kennedy Blvd., Ste. 300, Tarnpa, FL 33609 (hereinafter the "Contractor"), and Monroe County, Florida, a political subdivision of the State of Florida, through its Board of County Commissioners, with principal offices located at 1100 Simonton Street, Key West, FL 33040 ((he "County"). In the event of a conflict between the aforementioned documents, any duty executed amendment or Addendurn will control, followed by the FY25-26 Order, then the "Additional Terms and Conditions" attached to the "TargetSolutions Learning, LLC Agreement Schedule A," then the "Vector Solutions Public Section Software as a Service Agreement," in that order. All attached hereto as "Composite Exhibit A," for ease of reference only. 2) Contract Amount. Contractor will perform contract requirements with pricing and invoicing pursuant to FY25-26 Order, The Order Must not exceed the total value 01' $100,000 without the prior written approval of the Board of County Commissioners. As Lt5gcl berqLtn total value of the Order is calculated by adding the value of all Orders 121aced after the Board of County Commissioners' most recent approval, County is exempt from payment of Florida State Sales and Use taxes. Contractor agrees to submit invoices with supporting documentation that is acceptable to the Monroe County Office ol'Clerk and Comptroller (County Clerk). Acceptability to the County Clerk is based upon generally accepted accounting principles and such laws, rules and regulations as may govern the disbUrsal of funds by the County Clerk. 3) Agreement Subject to Funding. The County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the Board of County Commissioners. In the event that the County funds on which this Agreement is dependent are withdrawn, this Agreement is terminated, and the County has no further obligation under the terms of this Agreement to the Contractor beyond that already incurred by the termination date. 4) Contract Teo rm. This agreement shall be effective for one (I ) year•nly. The parties agree that the commencement date is January 1, 2025 and the natural expiration will be at 11:59 p.m. EST on December 31, 2025. Consistent with Paragraph 7 of the "Additional Tenns and Conditions" to the Agreement between the parties, this Addendurn represents (he first (I") of three (3) renewal terms. 5) Independent Contractor. This Agreement does not create an employee/ernployer relationship between the Parties. It is the intent of the Parties that the Contractor is an independent contractor under this Agreement and not the County's employee for any purposes, including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Worker's Compensation Act, and the State Unemployment Insurance law. The Contractor will retain sole and absolute discretion in the judgment of the manner and means of carrying Out Contractor's activities and responsibilities hereunder provided, further that administrative procedures applicable to services rendered under this Agreement will be those of Contractor, which policies of Contractor will not conflict with County, State, or United States policies, rules or regulations relating to the use of Contractor's funds provided for herein. 6) Assignment and Subcontracting. Contractor must not transfer or assign the performance required by this Agreement without the prior written consent of the Board of County Commissioners, except to an affiliate, or in connection with a merger, acquisition, corporate reorganization, or sale of all of Contractor's assets. 7) Termination a) Termination for Cause and Remedies: In the event that Contractor is found to be negligent in any aspect of set -vice or Contractor is in breach of any contract terms, the County retains the right to terminate this Agreement. The County reserves all rights available to it for monies paid under this Agreement, without limitation thereby, and reserves the right to sue for breach of contract and including the right to pursue a claim for violation of the County's False Claims Ordinance, pursuant to Section 2-721 et seq. of the Monroe County Code. 8) Insurance Requirements. Contractor shall obtain and maintain at its own expense the insurance coverages listed within this paragraph prior to commencing service under this Agreement, and maintain such coverage throughout the term of the Agreement. All insurance requirements provided for in this Agreement shall be subject to annual review. Depending on the extent of contractual obligations incurred by the Contractor, the below insurances will be required. Insurances can be altered via written waiver by County's Risk Manager, if required. If the insurance policies originally purchased that meet the requirements are canceled, terminated, or reduced in coverage, then the Contractor must immediately substitute complying policies so that no gap in coverage occurs. Copies of current policy certificates shall be filed with the Monroe County Risk Department whenever acquired, amended, and annually during the term of this Agreement. Prior to execution of this Agreement, Contractor shall furnish the County Certificates of Insurance indicating the minimum coverage limitations in the following amounts: a) WORKERS COMPENSATION AND EMPLOYER'S LIABILTIY INSURANCE. Where applicable, coverage to apply for all employees at the minimum statutory limits as required by Florida Law, and Employee's Liability coverage in the amount of $500,000.00 bodily injury by accident, $500,000.00 bodily injury by disease, policy limits, and $500,000.00 bodily injury by disease, each employee. b) COMPREHENSIVE AUTOMOBILE VEHICLE LIABILITY INSURANCE. Motor vehicle liability insurance, including applicable no-fault coverage, with limits of liability of not less than $300,000.00 per occurrence, combined single limit for Bodily Injury Liability and Property Damage Liability. If single limits are provided, the minimum acceptable limits are $200,000.0 per person, $300, 000.00 per occurrence, and $200, 000.00 property damage. Coverage shall include all owned vehicles, all non -owned vehicles, and all hired vehicles. c) COMMERCIAL GENERAL LIABILITY. Commercial general liability coverage with limits of liability of not less than $1,000,000.00 per occurrence combined single limit, and not less than $2,000,000. 00 in the aggregate, for Bodily Page 2 of 12 Injury Liability and Property Damage Liability. Such coverage must include, as a rninimum: Premises Operations, Products and Completed Operations, Blanket Contractual Liability, and Personal Injury Liability, An Occurrence Form policy is preferred. It'coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date ofthis contract. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the termination of this agreement. d) CERTIFICATES OF INSURANCE. Original Certificates of Insurance shall be provided to the County at the time of execution of this Agreement and certified copies provided if requested. Cacti policy certificate shall be endorsed with a provision that not less than thirty (30) calendar days' written notice shall be provided to the County before any policy or coverage is canceled or restricted. The underwriter of such insurance shall be qualified to do business in the State of' Florida. If requested by the County Administrator, the insurance coverage shall be primary insurance with respect to the County, its officials, employees, agents, and volunteers. Failure of Contractor to comply with the insurance requirements of this section shall be cause for immediate termination of this Agreement, as an additional insured on all insurance policies pursuant to said subcontract(s) as same are required by the County here. 9) Indemnification & Hold Harmless a) Notwithstanding any minimum insurance requirements prescribed elsewhere in this Agreement and subject to amounts stated in the Limitation of Liability provisions in the Contractor's Software as a Service Agreement, the Contractor shall defend, indemnify, and hold the County, and the County's elected and appointed officers and employees, harmless from and against any claims, actions or causes of action, any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption, and any costs or expenses that may be asserted against, initiated with respect to, or sustained by, any indemnified party to the extent caused by the negligence or recklessness, intentional wrongful misconduct, errors or other wrongful act or omission of the Contractor or any of its employees, agents, sub -contractors or other invitees; or (C) the Contractor's default in respect of any of the obligations that it undertakes under the terms of this Agreement, except to the extent the claims, actions, causes of action, litigation, proceedings, costs or expenses arise from the intentional or negligent acts or omissions of the County or any of its employees, agents, contractors or invitees (other than the Contractor). b) In the event that the completion of the service (to include the work of others) is delayed or Suspended as a result of the Contractor's failure to purchase or maintain the required insurance, the Contractor shall indemnify the County from any and all increased expenses resulting from such delay. c) Nothing contained herein is intended, nor may it be construed, to waive County's rights and immunities under the common law or Section 768.28, Florida Statutes, as amended from time to time; nor will anything included herein be construed as consent to be sued by any third parties in any matter arising out of this Agreement. Z To the extent considered necessary by the County, any sums due Contractor under this Agreement may be retained by the County until all of the County's claims subject to this indemnification obligation have been settled or otherwise resolved, and any amount withheld is not subject to payment of interest by the County. Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this Agreement, this section will survive the expiration of the term of this Agreement or any earlier termination of this Agreement. d) Contractor shall be given prompt notice of any claim so that its defenses for any claim are not unduly prejudiced. Contractor shall be given sole control of the defense of any claim for which an indemnitee seeks indemnification except for settlement which shall not be entered without the consent of the indemnitee. e) Contractor's acceptance of the defense of any claim shall not be deemed a waiver any claims or defenses it may have to the defense and indemnification requirements herein 10) Data Management; Data Security Standards. Contractor must agree to comply with the County's written demands regarding cooperation (and any applicable financial responsibilities) for timely data breach incident reporting, response activities/fact- gathering, public and other governmental agency notification requirements, severity level assessment, and after -action reporting, consistent with Sections 282.3185(5) & (6), and 501.171, Fla. Stats., as amended from time to time. To ensure safety of personal data, Contractor must comply with the 2016 European Union's General Data Privacy Regulation (GDPR) that became effective in the European Union on May 25, 2018, and any more recently revised version thereof. For any system integration between the County's network systems and that of the Contractor, the Contractor hereby agrees to comply with ISO/lEC 27001 for its internal system, at a minimum, and any unique integration requirements of the County's network and information technology systems. 11) Discriminatory Vendor List, Contractor hereby acknowledges its continuous duty to disclose to the County if' the Contractor or any of its affiliates, as defined by Section 287.134(1)(a), Florida Statutes, are placed on the Discriminatory Vendor List. Pursuant to Section 287.134(2Xa),Florida Statutes: "An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit bids, proposals, or replies on leases ofreal property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with any public entity." 12) Prohibition on Conflict of Interest, Gratuities, Kickbacks, and Collusion. The statements contained in this paragraph are true and correct, and made with the full knowledge that Monroe County relies upon the truth of the statements contained herein in awarding the contract for this service. a) Conflict of Interest. Contractor covenants that it presently has no interest and will not acquire any interest that would conflict in any manner or degree with the performance of services required. Each party hereto covenants that there is no conflict of interest or any other prohibited relationship between the County and itself. b) Gratuities. Contractor hereby certifies that it has not offered, given, or agreed to give any Monroe County employee a gratuity, favor, or anything of monetary value in Page 4 of 12 connection with any decision, approval, disapproval, recommendation, preparation of' any part of the award of this contract. c) Kickbacks. Contractor certifies that it has not given payment, gratuity, or offer of employment to be made by or on behalf of a Sub -contractor tinder a contract to Contractor or higher tier sub -contractor or any person associated therewith, as an inducement of the award ofa subcontract or order. d) Non -Collusion Statement. By signing this Agreement, Contractor certifies under penalty of perjury that the price proposed by Contractor was arrived at independently without COHLISion, consultation, or communication for the purpose of restricting competition; and no attempt has been made to induce another person or entity to submit a proposal, or not submit, for the purpose of restricting competition in the award of this contract. e) Contract Clause. The prohibitions on conflict of interest, gratuities, kickbacks, and collusion prescribed in this paragraph must be conspicuously set forth in every contract and subcontract and solicitation initiated by Contractor in its performance of this Agreement. 13) Ethics Clause pursuant to Monroe County Ordinance No. 010-1990. By signing this Agreement, the Contractor warrants that he/she/it has not employed, retained or otherwise had act on his/her/its behalf any former County officer or employee in violation of Section 2-149, Monroe County Code of Ordinances, or any County officer or employee in violation of Section 2-150, Monroe County Code of Ordinances. For breach or violation of this provision the County may, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee pursuant to Subsection 2-152(b), Monroe County Code of Ordinances. 14) Monroe County's Suspended Vendor List and False Claims Laws. The eligibility of persons to enter into a contract may be suspended pursuant to See. 2-347(l) of the Monroe County Code of Ordinances. In the event an eligible person is suspended by the County after the contract is awarded, or a Suspended person is employed to perform work (e.g. as a subcontractor) pursuant to a County contract, same shall constitute a material breach of the contract. The County, in its sole discretion, may terminate the contract with no further liability to the contractor beyond payment of the portion of the contract price that may be due for work satisfactorily completed LIP to the date of termination, and hereby reserves all other rights and remedies available at law or in equity. In addition, the County reserves all rights available to recuperate monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the County's False Claims Ordinance, pursuant to Section 2-721 et seq. of the Monroe County Code. 15) Prompt Disclosure of Litigation, Investigations, Arbitration, or Administrative Proceedings. Throughout the term of this Agreement, the Contractor has a Continuing duty to promptly disclose to the County, in writing, upon occurrence, all civil or criminal litigation, investigations, arbitration, or administrative proceedings relating to or affecting Contractor's ability to perform under this Agreement. If the existence of such causes the County concern that the Contractor's ability or willingness to perform the Agreement is Jeopardized, the Contractor may be required to provide the County with reasonable assurances to demonstrate its ability to perform as required hereunder, and that its employees/agents have not or will not engage in conduct similar in nature to the conduct alleged in such proceeding. �� 16) Notice. All written correspondence to the County shall be dated and signed by an authorized representative of the Contractor. Any written notice,-, or correspondence required or contemplated under this Agreement shall be sent by U.S. Mail, certified, return receipt requested, postage pre -paid, or by courier with proof of delivery. Notice is deemed received by Contractor when hand delivered by national courier with proof of delivery or by U.S. Mail upon verified receipt or upon the date of refusal or non -acceptance of delivery. Notice shall be sent to the following persons: FOR COUNTY: FOR CONTRACTOR: County Administrator Monroe County CA 511 y7 1100 Simonton Street, Room 2-205 16* S KF. � y ���. Key West, F1, 33040 Email: vtcr� u.t.i., r� • . And (with copy to) Monroe County Attorney's Office I I 1112th Street, Suite 408 Key West. Fl, 33040 17) Choice of Law and Venue. The parties hereby agree that the only laws that apply to this Agreement are those of the State of Florida and United States of America. The parties waive the privilege of venue and agree that all litigation between them in the state courts will take place exclusively in the Sixteenth Judicial Circuit in and for Monroe County, Florida, and that all litigation between them in the federal courts will take place exclusively in the United States District Court in and for the Southern District of Florida, or United States Bankruptcy Court for the Southern District of Florida, whenever applicable. 18) WAIVER OF JURY TRIAL & MANDATORY PRE -SUIT MEDIATION BY ENTERING INTO THIS CONTRACT, EACH OF CONTRACTOR AND THE COUNTY HEREBY EXPRESSLY WAIVE ANY RIGHTS EACH MAY HAVE TO A TRIAL BY JURY RELATED TO THIS CONTRACT. IF A PARTY FAILS TO WITHDRAW A REQUEST FOR A JURY TRIAL IN A LAWSUIT ARISING OUT OF THIS CONTRACT AFTER WRITTEN NOTICE BY THE OTHER PARTY OF VIOLATION OF THIS SECTION, THE PARTY MAKING THE REQUEST FOR JURY TRIAL WILL BE LIABLE FOR THE REASONABLE ATTORNEY'S FEES AND COSTS OF THE OTHER PARTY CONTESTING THE REQUEST FOR JURY TRIAL, AND SUCH AMOUNTS MUST BE AWARDED BY THE COURT IN ADJUDICATING THE MOTION. THE COUNTY AND CONTRACTOR AGREE THAT, IN THE EVENT OF CONFLICTING INTERPRETATIONS OF THE TERMS OR A TERM OF THIS AGREEMENT BY OR BETWEEN ANY OF THEM THE ISSUE SHALL BE SUBMITTED TO MEDIATION PRIOR TO THE INSTITUTION OF ANY OTHER ADMINISTRATIVE OR LEGAL PROCEEDING. MEDIATION PROCEEDINGS INITIATED AND CONDUCTED PURSUANT TO THIS AGREEMENT SHALL BE IN ACCORDANCE WITH THE FLORIDA RULES OF CIVIL PROCEDURE AND USUAL AND CUSTOMARY PROCEDURES REQUIRED BY THE CIRCUIT COURT OF MONROE COUNTY. 19) Attorney's Fees and Costs. County and Contractor agree that in the event any cause of action or administrative proceeding; is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing; party shall be entitled to reasonable auomey's fees, court costs, investigative, and out-of-pocket expenses, as ail award against the nun -prevailing party, at all levels of" the court system, including in appellate proceedings. I'age 6 oiff t 2 20) Public Records. County is a public agency subject to Chapter H 9, Florida Statutes, as amended from time to time. To the extent Contractor is a Contractor acting on behalf of the County pursuant to Section 1 19,0701, Florida Statutes, as amended From time to time, Contractor must comply with all public records laws in accordance with Chapter 119, Florida Statutes. In accordance with state law, Contractor agrees to: a) Keep and maintain all records that ordinarily and necessarily would be required by the County in order to perform the services. b) Upon request from the COUnty's Custodian of public records, provide the County with a copy of the requested records or allow the records to be inspected or copies within a reasonable time at a cost that does not exceed the costs provided in Chapter 119, Florida Statutes, or as otherwise provided by law, C) Ensure that public records that are exempt, or confidential and exempt, from public records disclosure are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the Contractor does not transfer the records to the County. d) Upon completion of the services within this Agreement, at no cost, either transfer to the County all public records in possession of the Contractor or keep and maintain public records required by the County to perform the services. If the Contractor transfers all public records to the County upon completion of the services, the Contractor Must destroy any duplicate public records that are exempt, or confidential and exempt, from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the services, the Contractor must meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of public records, in a format that is compatible with the information technology systems of the County. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE COUNTY'S CUSTODIAN OF PUBLIC RECORDS AT PHONE NO. 305-292-3470� PUBLICRECORDS*MONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE, III I 12TH STREET, SUITE 408, KEY WEST, FL 33040. If Contractor does not comply with this section, the County will enforce the Agreement provisions in accordance herewith and may unilaterally cancel this Agreement in accordance with state law, Nothing herein shall be deemed to preclude the Contractor from seeking a protective order from a Court of competent jurisdiction to prevent the release of any of Contractor's inforrilation which the Contractor reasonably believes is exempt from disclosure. 21) Uncontrollable Circumstances ("Force Majeure") As used herein, "Force Majeure" means the occurrence of any event that prevents or delays the performance by either party of its obligations hereunder which are beyond the reasonable control of the non -performing party. Examples of "Force MaJeUre" include, but are not limited to, acts of God, natural disasters, or emergency governmental action. To invoke this paragraph, immediate written notice, consistent with the "Notice" provisions of this Agreement, must be sent by the non -performing party describing the circumstances constituting force majeure and proof that the non-performance or delay of performance is a direct and reasonable result Of Such event(s). Any claim for extension of time by zm� Contractor pursuant to this paragraph will be made not more than (72)hours after the commencement o[the delay. Otherwise, itshall bewaived. The Contractor shall immediately report the termination of the cause for the delay within seventy-two (72) hours u8mr such tcnnio(uioo. The County reserves its right to challenge the invocation by the Contractor within five (5) calendar days of receipt of said notice, in such case uninterrupted ped6nnunce in required. However, in the event the invocation is accepted hythe County, the[ontruutorrnua<takou|lrcaswnuhiemcomun:miomitiguteunyumdu||reyu|1ingdmmagea, 000|n, delays, or disruptions to the Contractor's performance requirements under this 8gorrnenL All obligations must resume when tile circumstances ofsuch event(s) have subsided, or other arrangements are made pursuant to u written amendment to this Agreement. 22) Public Entity Crimes Statement. Pursuant to Section 287.133(2)(a), Florida Statutes, as amended from tin\eontime, Contractor hereby certifies that neither it nor its uOfi|iu0e(o) have been placed onthe convicted vendor list following conviction for upublic entity crime. If placed on that list, Contractor agrees: to immediately oMiFv the County and is prohibited from providing any goods or services to a public entity; it may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work; it may not submit bids on leases ofreal property to public entity; it may not be awarded or perform work as u oon\nuotnr` supplier, xu600n1ructor, or consultant under contract with any public entity; and, it may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for Category TWO ($35,000),oxmay hcamended, for uperiod o{thirty-six (30)months from the date ofbeing placed onthe convicted vendor list. 23) Foreign Gifts and Contracts. The Contractor must comply with any applicable disclosure requirements in Section 286.101, Florida Statutes. Pursuant to Section 286.10|(7)(b), Florida Statutes: "in addition toany fine assessed tinder [§286.\0](7)(a),Florida Bktu*esi' m Onoi order determining a third or Subsequent violation by an entity other than u state agency orpolitical subdivision nnuuteutomedoa||y disqualify the entity from eligibility for any grant or contract funded by u state agency or any political subdivision until such ineligibility is lifted by the Administration Commission [Governor and Cabinet per §\4.202,Florida Statutes] for good ouumo." 24) Scrutinized Companies and Countries of Concern per Sections 287 135, 215.473, & 307,138, Florida Statutes. Contractor hereby certifies that it: a) has not been placed on the Scrutinized Companies that Boycott \nmc| Lin(` nor is engaged in a boycott of Israel; b)has not been placed onthe Scrutinized Companies with Activities inSudan List nor the Scrutinized Companies with Activities in the Iran Terrorism Sectors List (formerly the Iran Petroleum Energy Sector Lint);and o)has not been engaged inbusiness operations inCuba or Syria. If County d*(rnniney that Contractor has falsely certified facts under this paragraph, or if Contractor is found to have been placed on a list created pursuant to Section 215.473, Florida Statute*, as amended, or is engaged in u boycott of Israel after the execution of this Agreement, County will have all rights and remedies to terminate this Agreement consistent with Section 287.135, Florida Statutes, as amended. The County reserves all rights to waive certain requirements of this paragraph on u ouoc-hy'ouxc exception basis pursuant to Section 287.135. Florida Statutes, as amended. Beginning January l, 2024, the County must not enter into a contract that grants access to an individoo|`o personal identifying information to any Foreign Country wfConcern such as: Pcup\c'm Republic of China, the Russian Federation, the Islamic Republic of (run, the Democratic People's Republic o[Koreu,the Republic ofCuba, the Venezuelan regime of NiooiAx Muduno,orthe Syrian Arab Riopuh|io, uo|:xn the Contractor provides the County Page 8 of 12 0 qPA of perjury. attesting that the Contractor does not meet any of the criteria in subparagraph-, (2Xa)4c) ol'Section 287.138, Florida Statutes, as may be amended, Beginning January 1, 2025. the County must not extend or renew any contract that grants access to an individual's personal identifying inforrnation unless the Contractor provides the County -41 of perjury, attesting that the Contractor does not meet any of the criteria in subparagraphs QXa�(c) of Section 287.138. Florida Statutes, as may be amended. Violations of this Section will result in termination of this Agreement and may result in administrative sanctions and penalties by the Office of the Attorney General of the State of Florida. ---- ------------------------- - ----------------- - --- N #M Inent vi a PirrZign a Controlling Interest in the entity, Under penalties of pedury, I declare that I have read the foregoing statement and that the facts stated in it are true, PrintedName: b4A RIK 25) Noncoereive ConZluct for Labor or Services. As a nongovernmental entity submitting a proposal, executing, renewing, or extending a contract with a government entity, Contractor is required to provide an affidavit under penalty of pedury attesting that Contractor does not use coercion for labor or services in accordance with Section 787.06, Florida Statutes. As an authorized representative of Contractor, I certify under penalties of perjury that Contractor does not use coercion for labor or services as prohibited by Section 787.06. Additionally, Contractor has reviewed Section 787.06, Florida Statutes. and agrees to abide by same. 26) Nondiscrimination. The Contractor and County agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any paTty, effective the date of the court order. Contractor agrees to comply with all Federal and Florida statutes. and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination in employment on the basis of race, color, religion, sex or national origin; 2) Title Ix of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of disability; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (Pl, 92-255). as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, 'Ireatment and Rehabilitation Act of 1970 (1111, 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism,. 7) The Public Health Service Act of' 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290cv-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12 101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article 11, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; I I) The Pregnant Workers Fairness Act (PWFA) Pursuant to 42 U.S.C. 2000gg et seq.; and 12) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 27) E-Verify Requirements. Effective January 1, 2021, public and private employers, contractors and Subcontractors must require registration with, and use of the E-verify system in order to verify the work authorization status of all newly hired employees. Contractor acknowledges and agrees to utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of: a) All persons employed by Contractor to perform employment duties within Florida during the term of the contract; and b) All persons (including subvendors/stibconsultants/subcontractors) assigned by Contractor to perform work pursuant to the contract with the County. The Contractor acknowledges and agrees that use of the U.S. Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the County. By entering into this Agreement, the Contractor becomes obligated to comply with the provisions of Section 448.095, Florida Statutes, "Employment Eligibility," as amended from time to time. This includes, but is not limited to, utilization of the E-Verify System to verify the work authorization status of all newly hired employees, and requiring all Subcontractors to provide an affidavit to Contractor attesting that the Subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. Contractor agrees to maintain a copy of such affidavit for the duration of this Agreement. Failure to comply with this paragraph will result in the termination of this Agreement as provided in Section 448.095, Florida Statutes, as amended, and Contractor may not be awarded a public contract for at least one (I) year after the date on which the Agreement was terminated. Contractor will also be liable for any additional costs to County incurred as a result of the termination of this Agreement in accordance with this Section. Upon executing this Agreement, Contractor will provide proof of enrollment in E-verify to the County. 28) Prohibited Telecommunications Equipment. Contractor represents and certifies that it and its applicable subcontractors do not and will not use any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, as such terms are used in 48 CFR § § 52.204-24 through 52.204-26. By executing this Agreement, Contractor represents and certifies that Contractor and its applicable subcontractors must not provide or use such covered telecommunications equipment, system, or services for any scope of work perfon-ned for the County for the entire duration of this Agreement. If Contractor is notified of any use or provisions of such covered telecommunications equipment, system, or services by a subcontractor at any tier or by any other source, Contractor must promptly report the information in 40 CFR § 52,204-25(d)(2) to County. 29) Antitrust Violations; Denial or Revocation under Section 287.137, Florida Statutes. Pursuant to Section 287.137, Florida Statutes, as may be amended, a person or an affiliate who has been placed on the antitrust violator vendor list (electronically published and Page 10 of 12 or an antitrust violation may not submit a bid, proposal, or reply (or any new contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply with a public entity. By entefing this Agreement, Contractor certifies neither it nor its affiliate(s) are on the antitrust violator vendor ]is( at (lie time of entering this Agreement. in termination of this Agreement, at the option of the County consistent with Section 287.137. Florida Statutes, as amended, 30) Severability; Waiver of Provisions. Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereofor affecting the validity or enforceability of such provisions in any otherjurisdiction. The non -enforcement of any provision by either party will not constitute a waiver of that provision nor will it affect the enforceability of that provision or of the remainder of this 31) Signatory Authority; Counterparts and Multiple Originals. Upon request, t Contractor must provide the County with copies of requisite documentation evidenci that the signatory for Contractor has the authority to enter into this Agreement. Th Agreement may be executed in multiple originals, and may be executed in counterparl each of which is hereby deemed to be an original, but all of which, taken togeth constitutes one and the same agreement. IN WITNESS WHERE.0F, County, signing through its County Administrator, and rouah its authorized renresentative. have executed this.AU11w,,i ett a- of tke last date S'l ATE 01'COUNTY OF 7ho bxecunQ instrument was sworn ie/m0Onncd and acknowledged before me hynncmmxo[[]physical presence ru[]online notarization. this ____ day m[,Z0__. by 11r sidcn1 [or Authorized Signor) of u Corix»rudom or LLC. lie/She is personally known to tile/or has produced ....... . (type of identification) as identification, Pmou I of|2 ,A notary verifies only t «««<,. ««««ice �A notary public or other officer completing this he identity of the individual who signed the document to which this certificate �is attached, and not the truthfulness, accuracy, or pyalidit of that document State of California County of San Dieqo Subscribed and sworn to (or affirmed) before me on this 31st day of December , 20 24 . by _. Mark Funq proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. PASUOU rnuuo Notary PuWc - California San O1"o CoUmy Coin rifWan a 2SOt2O3 *.Y Comm. [apltarn Oct A 2O29 iw .rr (Seal) Signature ADDENDUM NO. I (IS-r RENEWAL TERM) Digitally signed by Christine By: Christine HurleyHurley Date: 2025.03.04 16:30:06 -05'00' Christine Hurley, County Administrator Approved as to legal form & sufficiency: 137A� 2�. �SS7� Eve M. Lewis, Assistant County Attorney did"t- Monroe Count Fire�RFi cue AFL „ � � Luke Lutz Annual 01 01-20 Contract Name Account Mara er Billing Fretguenc Renewai Start Date ___. un 25 Grand Total: $20,979,00 As a convenience to our customers, we are changing our billing policy effective December 1st, 2019 to send out bills 30 days in advance of your renewal. This does not change the billing due date or the payment terms of your agreement. Upon expiration of the Initial or any Renewal Term of your Client Agreement, access to the Services may remain active for thirty (30) days solely for purpose of Company's record keeping (the "Expiration Period"). Unless otherwise provided in your Client Agreement, any access to or usage of the Services following the Expiration Period shall he deemed Client's renewal of the Agreement under the same terms and conditions. "04P, Quote ID VectorSo I utions Q-292308 It Contact Name Luke Lutz Schedule A Date- Friday, December 15, 2023 Client Information Client Name: Monroe County Fire Rescue (FL) Address: 490 63rd Street Ocean Marathon, FL 33050 -1 ------------------ -1— Primary Contact Name: Primary Contact Zully Hemeyer Phone: (305) 289-6020 .. . . . .............. Effective Date: 01/0112024 Initial Term: 12 months Involicin Contact Information, lease fill in missin information E -------------------------------- _9 --------------------------- ) ----------------------------------------------------------- Billing Contact Name: MCFR AP Billing Address: Billing Phone: 490 63rd Street Ocean Marathon, Florida 33050 Billing Email: mcfr-ap@monroecounty-fl.gov Annual I PO#: Billing Frequency: Payment Terms: Net 30 Annual Fee(s F_Ptrod� . I I Description Code Vector Evaluations+ Vector Evaluations+ for web and mobile Vector LIMS, raining management TargetSolubons Edition I for public entities and Premier Membership professionals Vector Evaluations+ S �andardsIU��.INW.S­ (up to 40 users) Minimum Annual Price Sub Total Commitment 181 $2400 $4,344,00 212 $�72 00 $15,264{ICY .... . - -- 31 ---------------- --------- $1200 - ---------------- -------- $372-00 Annual Total: $19,980.00 Grand Total: $19,980.00 Public Sector SaaS Rev. U (issued 02,02 2022) Please note this isnot aninvoice. Aninvoice will besent within fourteen (/4)business days. Additional Terms and Conditions. The following are in addition to the Client Agreement General Terms and Conditions. 1. Additional Named Users added after the Effective Date will be invoiced at the full per Named User fee, Such additional Named Users shall become part nfthe Minimum Annual Commitment for subsequent years, mnthe anniversary date of each contract year or upon renewals under the Agreement. Z You agree to pay for the number of Named Users using or licensed to access the Services in a given contract year. Subject h»the Minimum Annual Commitment, Changes in Named User counts will be reflected in the annual contract amount from that period forward for all Users. 3. Subject tothe above Minimum Annual Commitment, annual fees for your use ofthe Services will be based upon the number ofNamed Users inagiven contract year. 4. Named Users deactivated inagiven contract year will not count towards the total number cfNamed Users in the year following such deactivation, unless reactivated. 5. Feeo, both during the Initial Term, as well as any Renewal Term», shall be increased by 5.0Y6 per contract year. Changes in Named User counts will be reflected in the annual contract amount from that period forward for a||Users. 8. All undisputed invoices are due and payable Net 30 days after invoice date ("Due Date"). Any fees unpaid for more than 10 days past the Due Date shall bear interest at 1.5% per month or the highest applicable rate permitted bylaw. 7. Upon expiration ofthe initial term and a1least sixty (6D) days advance notice, this Agreement may be renewed for three (3) additional one-year periods for a total of not more than four (4) years. The parties shall execute an addendum each year which shall be in writing and signed by both parties in order to renew this AgraernaOL Address for Notices: 4890m/Kennedy Blvd,Suite 300 490S3rdStreet Ocean Tampa, PL336U9 Marathon, FL3305O Iti Z11141,711ft i4a IT&R-1211-SMOIN M*14�11yl I isi 91L.WiTo I fail =10 W i I Mi. I ING a WINE I N on a "one user per one authorization basis" and once granted, You are not allowed to transfer authorizations to other users Your ability to use the Services may be affected by minimum system requirements or other factors, such as Your Internet connection, a day, seven (7) days a week, subject to scheduled downtime for routine maintenance, emergency maintenance, system outages, and other outages beyond our control. 1.3. Hel*_ Desk, We will assist You as needed on issues relatin-o to usa-Qe via e-mail. and a toll -free Helo, Desk five week, at scheduled hours, currently 8:00am to 6:00 pm Eastern Time, Monday -Friday or 11110A�A" 1plkaon 0 1A, Q9_qr_@dt$_ �nU �dates We reserve the right, in our discretion, to make updates or upgrades to the Services that are necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of the Services; (ii) the competitive strength of or charge, You will receive access to any general upgrades and updates to the Services which We make generally available to our other customers, All updates and upgrades to the Services are subject to these terms andconditions. 1 ,,,,ddi iona ices. rom time to t me the Parties mg de ide in their discretion to add additional Services,. �bt t �th Or._,0J I I po Irold Ong t1i nago PRANRIM120 I . 1 1, t y I KoligragrM. i � I I system capabilities, 2.3. Future Fu ctionality. You agree that Your purchases are not contingent on Our delivery of any future functionality or features. You are not relying on any comments regarding future functionality or features. 3. FEES AND PAYMENTS. I U901YA [;r-1#M Rwo, unty Stan 01 approval. upon rec rving aii requir approva, s e invoice s will e o ar e Page 3 Public Sector SaaS Rev. U (issued 02.02.2022) payment. 3 3. Suspension of Service. If You do not make an undisputed payment on time, We may suspend Your or Your Named Users' access to the Services without further notice until all overdue payments are paid in full. Our suspension of Your use of the Services o/temnnatio of the Agreement for Your violation of the terms nfthis Agreement wU|notchangeYourub|igationtupmy any and all payments due for the applicable Term. 3.31VVemay also suspend, terminate, or otherwise deny Your access or any Named User's access to or use of all or any part of the Services, without incurring any liability to You, if: (a) We receive a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly orbyreasonable implication requires Umtodo so; m/(h)VVebelieve, |ngood faith and reasonable discretion, that, (i) You or any Named User, have failed to comply with any term of this Agreement, or accessed or used the Services beyond the scope of the rights granted, or for a purpose not authorized under this Agreement-, or (ii) Your use of the Services causes a direct or indirect threat to our network function or integrity, or to Our other customers' abilityd use the Services; urUii> You urany Named User, are o, have been involved in any fraudulent, misleading, unlawful activities relating to or in connection with any of the Sam`oea; or (iv) this Agreement expires or is terminated. This Section 3.3 does not limit any of Our other rights or remedies under this Agreement. 3.4 Taxes. All fees under this Agreement exclude all sales, use, value-added taxes, and other taxes and government charges, whether Federal, 8Usha, or foreign, and You will be responsible for payment of all such taxes (other than Luxes based on our moome), hees, dudee, and chargem, and any na|ohad penalties and )nieraot, arising from the payment of any and all fees under this Agreement including the access to or performance of the Services hereunder. |tVVehave alegal obligation \opay orcollect taxes for which You are responsible under the Agpemment. then then We will invoice, and You will pay the appropriate amount unless You claim tax exempt status for amounts due under this Agreement and provide Us with a valid tax exemption certificate (authorized bthe applicable governmenta|authohty)pmmc4|yuponexecuhunof\h|oAgnaonnent-|fonytmxesshoUbenequired by law to be deducted or withheld from any fee payable hereunder by You to Us, You shall, after making the required deduction or withholding, increase such fee payable as may be necessary to ensure that We shall receive an amount equal to the fee We would have received had nosuch deduction orwithholding been made. 4.INTELLECTUAL PROPERTY RIGHTS. 4.1 . We alone (and our licensors, where applicable) shall own all rights, Vdn and interest in and to our software, vwabsmaand technology, the course content (if any), and the Services We provide, including all documentation associated with the Services. If You provide any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by You (collectively "Feedback"), We may use such Feedback to improve the Services without charge, royalties, or other obligation to You, and Our use of Your Feedback does not give You any property rights to the Services. The Vector Solutions name and logo are trademarks of Vector Solutions, and no right or license is granted to You to use them You shall own all hghts, title, and interest mand hnYour added software, Your content, and informa�nn onUnnted from Your content pages ("Your Data"). You shall have no rights in or to any other data ooUeuhaj that is not affiliated with You, You/ content, email addresses, and personal information of Your Named Users or Your EHS Active Employees You entered into the database, or any of Your customers or users is Your sole property. We will not, at any dme.redistribute, share, orsell any of Your email addresses, email server domain names, customer names, or personal information, Course content that You purchase from third -party course providers and access through our LMSwill require the sharing of certain user information with Us in order for Uatoproperly track and report usage 42 You recognizethat We regard the software We have developed todeliver the Services as our proprietary )nh/nnahon and as confidential trade secrets of great value You agree not to provide or to otherwise make available in any form the software or Services, or any portion thereof, to any person otherthan Your Named Users without our prior written consent. You further agree to treat the Services with at least the same degree of care with which You treat Your own confidential information and in no event with less care than is reasonably required to protect the confidentiality of the Services, 421 Except as otherwise agreed in writing or to the extent necessary for You N use the Gen/|oeo in accordance with this Agreement, You are not allowed to: (a) copy the course content in whole or in par( (b) display, naproduce, create derivative works from, transmit, sell, distribute, rent, lease, sublicense, transfer or in any way exploit the course content in whole or in part; (o)embed the course content into other products (d)use any ufour trademarks, service marks, domain names, logos, cxother identifiers or any of our third party suppliers, (e) peverse engineer, decompile, disassemble, or access the source code of any of our Services or software, (0 use the software or Services for any purpose that is unlavvful� (g) alter or tamper with the Services and/or associated documentation in any vvay, (h)attempt todefeat any security measures that VVemay take to protect the confidentiality and proprietary nature of the Services, (i) remove, obscure, conceal, or alter any marking or notice of proprietary rights that may appear on or in the Services and/or associated documentation, or U}except am ponn|#ed by this Agoeement, knowingly allow any individual or entity under Your control to ouoaas Services without authorization under this Agreement for such access. 43. We acknowledge that You alone shall own all rights, title, and interest in and to Your name, trademarks, or logos, and this Agreement does not give Us any rights of ownership to the same. You hereby authorize Us touse Your name, trademarks, or logos in promotional materials, press releases, advertising, or in other publications or websites, whether oral or written. If You do not consent to Our use of Your name or |ogn. You may withdraw Your consent at any time by notifying Us at 6.TERM, TERMINATION, AN0NOTICE. Page MEN 01 15#115orMill I ............... .... ............. .... ....... ......... return e-mail or other written acknowledgment). Either Party, by written notice to the other as described above, may alter its address for written notices. k1jM9MR* * -A I Me 0 by both Parties, this Agreementwill constitutethe legal, valid, and binding obligation of each Party, enforceable against each Party in accordance with its terms. 6,2_ Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY #�� AM FREE- THE SERVICES AND ASSOCIATED DOx. CUMENTATION ARE PROVIDED "AS IS,` AND WE PROVIDE NO OTHER EXPRESS, IMPLIED, STATUTORY, OR OTHER WARRANTIES REGARDING THE SERVICES OR ASSOCIATED DOCUMENTATION. 6.3. Disclaimer of Third -Party Content. If You upload third -party content to our platform or Services, the third- party content and shall not be held responsible or liable for any third -party content You provide or Your use of that third -party content. THERE IS NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THIRD PARTY CONTENT ACCESSIBLE THROUGH THE SERVICES. 6.4 None of our employees, marketing partners, resellers, or agents are authodzed to make any warranty other than the Warranties stated in this Agreement. The provisions in any specification, brochure, or chart are descriptive only and are not warranties. Page 5 Public Sector SaaS Rev. U (issued 02.02.2022) (INCLUDING LOST PROFITS), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, AND (B) IF YOU HAVE ANY BASIS FOR RECOVERING DAMAGES (INCLUDING FOR BREACH OF THIS AGREEMENT), YOU AGREE THAT YOUR EXCLUSIVE REMEDY WILL BE TO RECOVER DIRECT DAMAGES FROM US, UP TO AN AMOUNT EQUAL TO THE TOTAL FEES ALREADY PAID TO US FOR THE PRECEDING TWELVE (12) MONTHS. 7 1 1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE TO YOU, ANY AFFILIATE, ANY THIRD PARTY OR YOUR USERS FOR ANY CLAIM, CAUSE OF ACTION, DEMAND, LIABILITY, DAMAGES, AWARDS, FINES, OR OTHERWISE, ARISING OUT OF OR RELATING TO PERSONAL INJURY, DEATH, OR OTHER HARM CAUSED FROM USE OF OR RELIANCE ON THE CONTENT OF THE COURSES OR SERVICES, YOU, YOUR AFFILIATES, EMPLOYEES, CONTRACTORS, AGENTS, USERS, AND REPRESENTATIVES RELY ON THE CONTENT OF THE COURSES AND SERVICES AT YOUR OWN RISK. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES SO, SOLELY TO THE EXTENT SUCH LAW APPLIES TO YOU, THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU, 8 OBLIGATIONS OF BOTHPARTIES. 8.1. Our Obligation to You. We shall indemnify and hold You harmless from any and all claims, damages, losses, and expenses, including but not limited to reasonable attorney fees, arising out of or resulting from any third -party claim that any document, course, or intellectual property We provide or upload to our platform infringes or violates any intellectual property right of any person. 8.2. Your Obligation to Us. To the extent not prohibited by applicable law, You shall indemnify and hold Us harmless from any and all claims, damages, losses, and expenses, including but not limited to reasonable attorney fees, arising out of or resulting from any third -party claim that any document, courses, or intellectual property You provide or upload to our platform infringes or violates any intellectual property right of any person. 9. CONFIDENTIALITY. 9 1 Each Party may from time to time disclose to the other Party "Confidential Information" which shall mean and include the Services (including without limitation all courses accessed through the Services), all documentation associated with the Services, software code (include source and object code), marketing plans, technical information, product development plans, research, trade secrets, know-how, ideas, designs, drawings, specifications, techniques, programs, systems, and processes. 9.2. Confidential Information does not include: (a) information generally available to or known to the public through no fault of the receiving Party; (b) inforrnation known to the recipient prior to the Effective Date of the Agreement; (c) information independently developed by the recipient outside the scope of this Agreement and without the use of or reliance on the disclosing Party's Confidential Information; or (d) information lawfully disclosed by a third party. The obligations set forth in this Section shall survive termination of this Agreement. 9.3. Each Party agrees that it shall not disclose the Confidential Information of the other to any third party without the express written consent of the other Party, that it shall take reasonable measures to prevent any unauthorized disclosure by its employees., agents, contractors or consultants, that it shall not make use of any such Confidential Information other than for performance of this Agreement, and that it shalt use at least the same degree of care to avoid disclosure of Confidential Information as it uses with respect to its own Confidential Information. 9.4 The confidentiality obligations imposed by this Agreement shall not apply to information required to be disclosed by compulsory judicial or administrative process or by law or regulation, provided that the receiving Party shall (if permitted) notify the disclosing Party of the required disclosure, shall use reasonable measures to protect the confidentiality of the Confidential Information disclosed, and shall only disclose as much Confidential Information as is required to be disclosed by the judicial or administrative process, law, or regulation. 10. MISCELLANEOUS 10.1 Assignment, Neither Party may freely assign or transfer any or all of its rights without the other Party's consent, except to an affiliate„ or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided however You shall not assign this Agreement to our direct competitors. 10.2. Governing Law. This Agreement shall be governed by, and enforced in accordance with, the laws of the state of Florida, except where Customer is a public entity or institution in which case the applicable state, provincial, or tribal law where You are located shall govern, in either case without regard to the state's or local laws conflicts of laws provisions. If You are purchasing goods under this Agreement, the Parties agree that the United Nations Convention on Contracts for the International Sale of Goods and the United Nations Convention on the Limitation Period in the International Sale of Goods shall not apply to this Agreement. 10 3 Export Regulations. All Content and Services and technical data delivered under this Agreement are subject to applicable US and Canadian laws and may be subject to export and import regulations in other countries. Both Parties agree to comply strictly with all such laws and regulations and You knowledge that You are responsible for obtaining such licenses to export, re- export, or import as may be required after delivery. 10 4. Force Maieure. In no event will either Party be liable or responsible to the other Party or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, (except for any Page & Public Sector SaaS Rev. U (Issued 02.02.2022) obligations to make payments) when and to the extent such failure or delay in performing is due to, or arising out of, any circumstances beyond such Party's control (a "Force Majoure Event"), including, without limitation, acts of God, strikes, lockouts, war, riots, lightning, fire, storm, flood, explosion, interruption or delay in power supply, computer virus, governmental laws, regulations, or shutdown, national or regional shortage of adequate power or telecommunications, or other restraints. 1105. No Waiver. No waiver, amendment or modification of this Agreement shall be effective unless in writing and signed by the Parties. 10.6. Severability. It any provision of this Agreement is found to be contrary to law by a court of competent jurisdiction, such provision shall be of no force or effect, but the remainder of this Agreement shall continue in full force and effect. 10.7. Survival. All provisions of this Agreement (including without limitation those pertaining to confidential information, intelle�Fu_alproperty ownership, and limitations of liability) that would reasonably be expected to survive expiration or early termination of this Agreement will do so- 10.8, No Third -Party Beneficiaries. The Parfies do not intend to confer any right or remedy on any third party under this Agreement, 110�. You rnay issue a purchase order if required by Your company or entity and failure to do so does not cancel any obligation You have to Us. If You do issue a purchase order, it will be for Your convenience only. You agree that the T-#T1rTbbAe-UVdL Your purchase order. IGMUMM =11 I . i INNO storage, transfer, use, retention and other processing of personal data. 10. 11. Entire Agreement. This Agreement and Schedule A represent the entire understanding and agreement between the Parties, and su ersedes all other neaotiations iraosals, understandin s. and re resentations written or oral) made by and IN conflicting terms or conditions in any Customer purchase orders, online procurement terms, or other non -negotiated forms relating to the Services or this Agreement hereto even if dated later than the effective date of this Agreement. Florid@, Pubfic,Rp�ords Law (Florida Statute 119.070 1). Contractor must comply with Florda public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and Contractor shalt allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other .public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Contractor in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the Contractor. Failure of the Contractor to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all, attorney's fees and costs associated with that proceeding, This provision shall survive any termination or expiration of the contract. Nothing herein shall be construed to prevent the Contractor from seeking a protective order from a court of competent jurisdiction to prevent the release of any records the Contractor considers confidential commercial information, or trade secret material. Contractor shall be responsible for all costs incurred in its pursuit of a protective order. Kwl URF] Im mgm a I gJaRf"Motim WlaOXII A L; I Pursuant to FS. 119.0701, Contractor and its subcontractors shall comply with all public records laws of the State of Florida, including but not limited to: a. Keep and maintain public records required by Monroe County in order to perform the service. b. Upon request from the public agency's custodian of public records. provide the public agency with a copy of the requested in Florida Statutes, Chapter 119 or as otherwise provided by law, c. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not &,q does not transfer the records to the public agency. cl, Upon completion of the contract, transfer, at no cost, to Monroe County all public records In possession of the contractor or Page 7 Public Sector SaaS Rev- LJ (Issued 02,02.2022) keep and maintain public records required by the public agency to perform the service. If the contractor transfers all public records to the public agency upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt orconfidential and exempt from public records disclosure requirements, |fthe contractor keeps and maintains public records upon completion of the oontnacf, the contractor shall meet all applicable requirements for retaining public records. AK records stored electronically must be provided to Monroe County, upon request from the public agency's custodian of records, in a format that is compatible with the information technology systems of Monroe County. If the contractor does not comply with the County's request for records, the County shall enforce the public records contract provisions inaccordance with the contract notwithstanding the County'soption and right tounilaterally cancel this contract upon violation ofthis provision bythe Contractor. A Contractor who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under Section 119.10, Florida Statutes, Contractor shall not transfer custody, na|eame, a|her, destroy, mrotherwise dispose ofany public records unless orotherwise provided inthis provision oraaotherwise provided bylaw- IF THECDNTRACT0RHASQUESUONSREGARD|NGTHEAPPL|CATiONDFCHAPTER110,FLO0DASTAYUTE8.T0 THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN 0FPUBLIC RECORDS, BR1ANBRADLEY,AT(3O5)2S2'34T8. . c/o Monroe County Attomey'aOffice, 1111 12m8t.'Suite 4U8.Key West FL33O4U The Contractor shall bmheld harmless for any actions taheninfull reliance unthe Custodian's instructions. 10 12. ALesta&ions.Contractor agrees to execute such documents as the County including, being limited to, a Public Entity Crime Statement, an Ethics Statement and aVendor Certification Regarding Scrutinized Companies. 10 13. Right to Audit. Availability of Records, The records of the parties to this Agreement relating to the Project, which shall include but not be limited toaccounting moon]o (hard uopy, as well aacomputer readable data ifitcan be made available: subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, bidding instructions, bidders list, etc)� original estimates; estimating work sheets; correspondence; change order files (including documentation covering negotiated settlements); backcharge logs and supporting documentation; general ledger entries detailing cash and trade discounts earned, insurance rebates and dividends; any other supporting evidence deemed necessary by County or the Monroe County Offiva of the Clerk ufCourt and Comptroller (hereinafter referred to as "County Clerk") to substantiate charges related to this agreement, and all other agreements, sources of information and matters that may in Cnunty'y or the County Clerk's reasonable judgment have any bearing on o, pertain to any mamare, hghte, duties orobligations under orcovered by any contract document (all foregoing hereinafter referred to aa''Racordo'')shall hmopen to inspection and subject to audit and/or reproduction by Cuunty'o representative and/or agents or the County Clerk, Notwithstanding any provision to the contrary, the Records obtained under this section may contain Confidential Information and shall not be disclosed to any th6rd parties or �n response to a public records request without first notifying Contractor and giving Contractor an opportunity to seek a protective order.. All records shall he kept for five (5)yaans after Final Completion of the Project The County Clerk possesses the independent authority tn conduct anaudit nfRecords, assets, and activities relating \othis Project |fany auditor employed bythe Monroe County orCounty Clerk determines that monies paid to Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement or were wrongfully retained by the Contractor, the Contractor shall repay the monies together with interest calculated pursuant to Section 55.08. FS,, running form the date the monies were paid to Contractor The right to audit provisions survives the termination ofexpiration nfthis Agreement. 10,14. E-Verify. Beginning January 1. 2021. inaccordance with Secdon448.O&5 Florida Statutes, the Contractor and any subcontractor shall register with and shall utilize the U.S Department ofHomeland Security's E-Vedfysystem toverify the work authorization status nfall new US,based employees hired by the Contractor during the term nfthe Contract and shall expressly require any subcontractors performing work or providing servicespursuant tuthe Contract tolikewise utilize the US Department o[Homeland Security's E-Verifysystem Uoverify the work authorization status of all new employees hired by the subcontractor during the Contract term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with or subcontract with on unauthorized alien, The Contractor shall comply with and be subject to the provisions of Section 448.095Florida Statutes - Indemnification, Subject h limitation ofliability provisions containedi this Agreement, or the limits in the Contractor's available types and limits of insurance required under this Agreement, the Contactor does hereby consent and agree to indemnify, defend and hold harmless the County, its Mayor, the Board of County Commissioners, appointed Boards and Commissions, Officers, and the Employees, and any other agents, inclMdually and collectively ("Indemnitees"), from all third -party fines, suits, claims, demands, actions, costs, obligations, attorney's fees, or liability of any kind arising out of the sole negligent actions of the Contractor or substantial and unnecessary delay caused by the willful nonperformance of the Contractor and shall be solely responsible for any and all accidents or injuries to persons or property arising out of its performance of this contract- Further the Contractor agrees to defend and pay all legal costs of the County for claims or acts attributable to the sole negligent act of the Contractor or any of the Contractor's employees or representatives, Nothing herein shall be construed to require the Contractor to indemnify any Indemnitee for any claims (or portion thereof) that is caused by the errors, acts, omissions, or wrongful acts of the Indemnitee. The Contractor's obligations under this Section are contingent upon the Inclemnitee promptly giving written notice of any claim to the Contractor from which indemnification is sought, setting forth the amount of the claim. The Indemnitee shall furnish to the Indemnifying Party, in reasonable detail,, such information as it may have with respect to such claim (including copies of any summons, complaint or other pleading wh�ch may have been served on it and any wntten claim, demand, �nvoice, billing or other document evidencing or asserting the same). The Page H. Contractor shall require its subcontractors tobeadequately insured at least to the limits prescribed above, and to any increased limits cf Contractor if so required by County during the term of this Agreement. County will not pay for increased limits of insurance for subcontractors L Contractor shalt provide to the County certificates of insurance or a copy of all insurance policies including those naming the County as an additional insured. The County reserves the right to require a certified copy of such policies upon J. If the Contractor participates in a self-insurance fund, a Certificate of Insurance Will be required. In addition, the Contractor may berequired Vnsubmit updated financial statements from the fund upon request from the County. (remainder ofpage intentionally left blank) SPECIAL TERMS AND CONDITIONS If We will be processing personal information subject to the California Consumer PrivacyAct, sections 17881DOh1798.199, Cal. Civ. Code <2U10>as may be amended as well as all regulations promulgated thereunder from time to time ("CCPA"), on Your behalf in the course ufthe performance cfthe Services, then the terms 'California consumer,' "business purpose," .service provider," "sell" and "personal information" shall carry the meanings set forth in the CCPA. CCPA Disclosures: To the extent the CCPA applies to our processing of any personal information pursuant to Your instmctonuin relation to this Agreement,the following also apply: (a) The Parties have read and understand the provisions and requirements cf the CCPAand shall comply with dhem�(b)|tiothe intent nfthe Parties that the sharing ortransferring of personal information of California consumers from You to Us, during the course of our performance of this Agreement, does not constitute selling of personal information as that term is defined in the CCPA, because You are not sharing or transferring such data tnUsfor valuable consideration: (c)VVe will only use personal information for the specific purpnse(w)ofperforming directthe Services, including any Schedules within the SERVICE SPECIFIC TERMS AND CONDITIONS 8em/|cmm A. This Section Acontains service specific terms and conditions that will apply only if You are purchasing Vector EHS Management Services ("EHS Services") in Schedule A. Otherwise, the following terms will not apply to You. t An 'EHS Active Employee~ is defined aaYour employees, nonouUantm, nontractom, and agents who are contained in the Vector EHS employee and contractor table with mnactive status. An employee may mmay not beaNamed User. For EHSServices, You are allowed aNamed User for each EHSActive Employee. 2 You will beable 0oactivate ordisable employees without incurring additional EHSActive Employee fees aslong anthe total number of EHS Active Employees does not exceed the number of employees included in Scheduled A. 3. EHS Active Employees added after the Effective Date in Schedule shall be billed mtthe full per employee fee. Such additional EHS Active Employees ahe|| become part of the Minimum Annual Commitment for subsequent yeem, on the anniversary date ofeach contract year orupon renewals under the Agreement. 4.You agree topay for the number ofEHSActive Employees inthe EH8Services inm given contractyaar. 5.Subject to the Minimum Annual Commitment, if any, set forth in Schedule A, annual fees for Your use of the Services will he based upon the actual number of EH8 Active Employees in a given contract year. Employees inactivated in a given contract year will not count towards the total number of employees in the year following such inactivation, unless reactivated. O. You acknowledge that certain transmissions You receive as part ofthe EHS Services may contain sensitive personal information that You have provided. You understand that We do not control or own the data contained in such transmissions. As such, You will be responsible for ensuring that the information is secured and preventing the transmission and/or disclosure of such information to unauthorized recipient(n) In the event such information is disclosed to an unauthorized recipiant(a). You infori-nation may have been disclosed Page Public Seom,SawSRev, U(Issued 0202 2022 If You choose to participate by uploading Your Information to the shared resource sections of our website, You hereby authorizes Us to share any intellectual property you own ("User Generated Content") that Your Users upload to the shared resources section of ourwebsite with our third -party customers and users that are unrelated to you ("Our Other Customers"); provided that We must provide notice to Your users during the upload process that such User Generated Content will be shared with Our Other Customers. F. Casino Services. When purchasing Casino Services, In addition to the Responsibilities and Restrictions in Section 2 of the General Terrns and Conditions above, the following shall apply to You: Use Restrictions. You shall not: (a) transmit or share the course content, with any persons other than authorized users (b) provide or otherwise make available the course content In whole or In part, in any form to any person without Our prior written consent, (c) transmit or share Identification or password codes to persons other than authorized users (d) permit the identification or password codes to be cached In proxy servers, (e) permit access by individuals who are not authorized under this Agreement, or (f) permit access to the software through a single identification or password code being made available to muitiple_users on a..networkw,. The Parties have executed this Agreement by theiir authorized representatives as of the last date set forth below. 4890 W, KennedyBlvd., Suite Tampa, FL 33609 °A By: m T;r,T--Vj- 4"� 1100 Simonton Key West, FL .0 Printed Name: Kevin Wilson Printed Name: Title: Interim County Administrator Date: / :"I . - / v Approved as to N—Nara and kgal svfficsency Cla-is,61a Coll,, Assistant Comey Attorney Publ=c Sector SaaS Rev U (Issued 02.02.2022) . ,1 ; - , . 5. .. - '0 2121 [11111 D) "M&M 01,14 January 9, 2025 This OFFICER'S CERTIFICATE is delivered to Monroe County, Florida, to clarify and declare signatory authority for company members of TargetSolutions Learning, IA.C. I. He is the duty elected, qualified and acting Secretary of Thunder Holdings GP, LL-C. I He is the Chief Legal and Compliance Officer for the Vector Group. 3, The Vector Group is a consolidated group of 38 companies. Thunder Holdings GP, LLC is the ultimate parent company of the Vector Group. TargetSolutions Learning, LLC (TSL) is a member of the Vector Group. 4. As Secretary of Thunder Holdings GP, LLC and the Chief Legal and Compliance Officer for the Vector Group, he is an authorized signatory for TSL with full authority to act on behalf of and to bind TSL. 5. Additionally, as Secretary of Thunder Holdings GP, LLC and the Chief Legal and Compliance Officer for the Vector Group, he verifies that Mark Fung, Vice President of Customer Success, has been granted the legal authority to bind TSL to the agreed upon covenants, terms and conditions contained in the services agreement with the Monroe County, Florida. [REMAINDER OF PAGE INTENTIONALLi, LEFT BLANK] Docusign Envelope ID: 87608350-0224-405B-A14A-7B72404EB04C IN WITNESS WHEREOF, the undersigned, in his above -stated capacities, and not individually, has executed this OFFICER'S CERTIFICATE as of the date first written above. D—Sig-d br By: Name: Jason A Brady Secretary, Thunder Holdings GP, LLC Chief Legal and Compliance Officer, the Vector Group of ti rlS" "EXHIBIT B" Renewal Notice This is not an Invoice Date 11-02-2025 Contract Name Renewal Contact BillingFrequency Renewal Start Date Monroe Count Fire Rescue FL Luke Lutz Annual 01-01-2026 Quantity Product Code Product Name Description Unit Price Total 181 TSEVAL Vector Vector Evaluations+ for web $26.46 $4,789.26 Evaluations+ and mobile Vector LMS, 212 TSPREMIER TargetSolutions Training management for public $79 38 $16,828.56 Edition Premier entities and professionals Membership 31 TSEVAL Vector Vector Evaluations+ for web $13.23 $410.13 Evaluations+ and mobile Total: $22,027.95 Renewal shall be in accordance with the terms and conditions contained in the Vector Solutions Software -as -a -Service Agreement. AGENCY CUSTOMER ID: VECTSOL-01 SHALDEMAN LOC #: 0 ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY lera Group NAMED INSURED 4890 W VectKennedLLC y Blvd Suite 300 Vector Solutions Tampa, FL 33609 POLICY NUMBER SEE PAGE 1 CARRIER NAIC CODE EE PAGE 1 SEE P 1 EFFECTIVE DATE: SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance 25-26 Named Insured Schedule Additional Named Insureds: SimplyDigi.com, Inc; Convergence Training LLC; TargetSolutions Learning, LLC; Scenario Learning, LLC; Clearpond Technologies Inc.; NFORMD.NET LLC; Scenario Learning Canada ULC; TargetSolutions, Inc.; Casino Essentials LLC; ICGIP, LLC; CrewSense, LLC; Halligan, Inc..; TSL International Holdings, Inc.; 1168940B.0 Ltd.; Medteq Solutions CA Ltd; Livesafe, Inc. Industrysafe, LLC; Industrysafe IP, LLC; DiversityEdu LLC; CPN Holdings, LLC; ETH Midco, LLC; Envisage Technologies, LLC; Guardian Tracking, LLC; CareSafely, Inc; Get Inclusive, Inc.; CTE-PTV Solutions, LLC; Ardent Sky, LLC; Frontline Public Safety Solutions, LLC Professional E&O Retroactive Date: 10/19/2011 ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD VECTSOL-01 SHALDEMAN CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 1 /7/2026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Sarah Haldeman NAME: PHONE FAX (A/C, No, Ezt): (A/C, No): Alera Group 1041 Old Cassatt Road Berwyn, PA 19312 E-MAIL Sarah.Haideman@AleraGroup.com INSURERS AFFORDING COVERAGE NAIC # INSURERA:Chubb National Insurance Company 10052 INSURED INSURER B: Great Northern Insurance Co 20303 INSURER C : Federal Insurance Company 20281 RedVector.com LLC DBA Vector Solutions INSURER D:Ace American Insurance Co. 22667 4890 W. Kennedy Blvd., Suite 300 Tampa, FL 33609 INSURER E INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR X D03307438 9/30/2025 9/30/2026 DAMAGETORENTED PREMISES Ea occurrence 1,000,000 $ MED EXP (Any oneperson) $ 15,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 10,000,000 X POLICY ] JECT1:1 LOC PRODUCTS - COMP/OP AGG $ 2,000,000 $ OTHER: B AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident 1,000,000 $ BODILY INJURY Perperson) $ ANY AUTO X 73655518 9/30/2025 9/30/2026 OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ PROPERTY DAMAGE Per accident $ X HIRED X NON -OWNED AUTOS ONLY AUTOS ONLY C X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 10,000,000 EXCESS LIAB CLAIMS -MADE 56731075 9/30/2025 9/30/2026 AGGREGATE $ 10,000,000 DED RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) N / A 7184-51-46 9/30/2025 9/30/2026 X PER OTH- STATUTE ER E.L. EACH ACCIDENT 1,000,000 $ 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 Professional E&O D03307426 9/30/2025 9/30/2026 Per Claim/Aggregate 59000,000 D Cyber Liability D03307426 9/30/2025 9/30/2026 - DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 1D1, Additional Remarks Schedule, may be attached if more space is required) Automatic additional insured and waiver of subrogation applies in favor of Monroe County Board of County Commission if required by written contract, subject to terms, conditions, and exclusions of the policies, per attached blanket endorsement forms. Umbrella Liability applies excess of General Liability, Auto Liability and Employers Liability. X T ,,ATF--l-7.�63 WAMP NM Y � ,,. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Monroe Count Board of Count Commission Y Y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Simonton Street Key West, FL 33040 AUTHORIZED REPRESENTATIVE ^. ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD �cou �GJS COURTS w °°fi A Kevin Madok, CPA o ....L�' Clerk of the Circuit Court & Comptroller — Monroe County, Florida LROE COVNSy DATE: March 13, 2025 TO: Fire Chief RL Colina Fire Rescue/EMS Cheri Tamborski Executive Administrator FROM: Liz Yongue, Deputy Clerk SUBJECT: February 1.9, 2025 BOCC Meeting The attached item has been redacted and added to the record: C8 Addendum No. 1 to the Agreement between Monroe County and TargetSolutions Learning, LLC, for firefighter training, records management, and reporting software and support, in the amount of $20,979.00 for the current calendar year. This Addendum No. 1 is made retroactively effective as of January 1, 2025; and BOCC designates the County Administrator to sign on its behalf. Should you have any questions, please feel free to contact me at (305) 292-3550. cc: County Attorney Finance File KEY WEST MARATHON PLANTATION KEY 500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070 ADDENDUM TO TARGETSOLUTIONS LEARNING, LLC AGREEMENT 14—OR VECTOR SOLUTIONS PUBLIC SECTOR SOFTWARE AS A SERVICE (IST RENEWAL TERM) 1) The Contract Documents. This Addendum (or "Agreement" used interchangeably throughout) is made and entered into on the last date set forth on the execution page, and is hereby incorporated as if set forth in full to the "Vector Solutions Public Section Software as a Service Agreement," including its "Additional Terms and Conditions," executed between the parties on April 17, 2024, The parties desire to extend the Agreement, and adopt the new FY25-26 Vector Solutions Order (TargetSolutuions) placed by Monroe County, Florida, dated December 30, 2024 (hereinafter "Order"). The parties to this agreement are TargetSolutions Learning, LLC, 4890 W. Kennedy Blvd., Ste. 300, Tampa, FL 33609 (hereinafter the "Contractor"), and Monroe County, Florida, a political subdivision of the State of Florida, through its Board Of County Coin rnissioners, with principal offices located at 1100 Simonton Street, Key West, FL 33040 (the "County"). In the event of a conflict between the aforementioned documents, any duly executed amendment or Addendum will control, followed by the FY25-26 Order, then the "Additional Terms and Conditions" attached to the "Target Solutions Learning, LLC Agreement Schedule A," then the "Vector Solutions Public Section Software as a Service Agreement," in that order. All attached hereto as "Composite Exhibit A," for ease of reference only. 2) Contract Amount. Contractor will perform contract requirements with pricing and invoicing pursuant to FY25-26 Order, The Order Must not exceed the total value of' $100,000 without the prior written approval of the Board of County Commissioners. As used erein,the fatal value of the Order is calculated b adding the value of all Orders laced after the Board of Cotmt Cornrttissioners' most -cent approval, County is exempt from payment of Florida State Sales and Use taxes. Contractor agrees to submit invoices with supporting documentation that is acceptable to the Monroe County Office of Clerk and Comptroller (County Clerk). Acceptability to the County Clerk is based upon generally accepted accounting principles and Such laws, rules and regulations as may govern the disbursal of funds by the County Clerk. 3) Agreement Subject to Funding. The County's performance and obligation to pay trinder this contract is contingent upon an annual appropriation by the Board of County Commissioners. In the event that the County funds on which this Agreement is dependent are withdrawn, this Agreement is terminated, and the County has no further obligation under the terms of this Agreement to the Contractor beyond that already incurred by the termination date, 4) Contract Term. This agreement shall be effective for one (I ) year only. The parties agree that the commencement date is January 1, 2025 and the natural expiration will be at 11:59 p.m. EST on December 31, 2025. Consistent with Paragraph 7 of the "Additional Terms and Conditions" to the Agreement between the parties, this Addendum represents the first (I ") of three (3) renewal terms. 5) Independent Contractor. This Agreement does not create an employee/ernployer relationship between the Parties. It is the intent of the Parties that the Contractor is an independent contractor under this Agreement and not the County's employee for any purposes, including but not limited to, the application of the Fair 1.,abor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Worker's Compensation Act, and the State Unemployment Insurance law. The Contractor will retain sole and absolute discretion in the judgment of the manner and means of carrying Out Contractor's activities and responsibilities hereunder provided, further that administrative procedures applicable to services rendered under this Agreement will be those of Contractor, which policies of Contractor will not conflict with County, State, or United States policies, rules or regulations relating to the use of Contractor's funds provided for herein. 6) Assignment and Subcontracting. Contractor must not transfer or assign the performance required by this Agreement without the prior written consent of the Board of County Commissioners, except to an affiliate, or in connection with a merger, acquisition, corporate reorganization, or sale of all of Contractor's assets. 7) Termination a) Termination for Cause and Remedies: In the event that Contractor is found to be negligent in any aspect of service or Contractor is in breach of any contract terms, the County retains the right to terminate this Agreement. The County reserves all rights available to it for monies paid under this Agreement, without limitation thereby, and reserves the right to sue for breach of contract and including the right to pursue a claim for violation of the County's False Claims Ordinance, pursuant to Section 2-721 et seq. of the Monroe County Code, 8) Insurance Requirements. Contractor shall obtain and maintain at its own expense the insurance coverages listed within this paragraph prior to commencing service under this Agreement, and maintain such coverage throughout the term of the Agreement. All insurance requirements provided for in this Agreement shall be subject to annual review. Depending on the extent of contractual obligations incurred by the Contractor, the below insurances will be required. Insurances can be altered via written waiver by County's Risk Manager, if required. If the insurance policies originally purchased that meet the requirements are canceled, terminated, or reduced in coverage, then the Contractor must immediately substitute complying policies so that no gap in coverage occurs. Copies of current policy certificates shall be filed with the Monroe County Risk Department whenever acquired, amended, and annually during the term of this Agreement. Prior to execution of this Agreement, Contractor shall furnish the County Certificates of Insurance indicating the minimum coverage limitations in the following amounts: a) WORKERS COMPENSATION AND EMPLOYER'S LIABILTIY INSURANCE, Where applicable, coverage to apply for all employees at the minimum statutory limits as required by Florida Law, and Employee's Liability coverage in the amount of $500,000.00 bodily injury by accident, $500,000.00 bodily injury by disease, policy limits, and $500,000.00 bodily injury by disease, each employee. b) COMPREHENSIVE AUTOMOBILE VEHICLE LIABILITY INSURANCE. Motor vehicle liability insurance, including applicable no-fault coverage, with limits of liability of not less than $300,000.00 per occurrence, combined single limit for Bodily Injury Liability and Property Damage Liability. If single limits are provided, the minimum acceptable limits are $200,000.0 per person, $300, 000.00 per occurrence, and $200, 000.00 property damage. Coverage shall include all owned vehicles, all non -owned vehicles, and all hired vehicles. c) COMMERCIAL GENERAL LIABILITY. Commercial general liability coverage with limits of liability of not less than $1,000,000.00 per occurrence combined single limit, and not less than $2,000,000. 00 in the aggregate, for Bodily Page 2 of 12 Injury Liability and Property Damage Liability. Such coverage must include, as a minimum: Premises Operations, Products and Completed Operations, Blanket Contractual Liability, and Personal Injury Liability, An Occurrence Form policy is preferred. lfcoverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date ofthis contract. In addition, the period for which claims may be reported should extend for a minimum oft elve (12) months following the termination ofthis agreement. d) CERTIFICATES OF INSURANCE. Original Certificates of Insurance shall be provided to the County at the time of execution of this Agreement and certified copies provided if requested. Cach policy certificate shall be endorsed with a provision that not less than thirty (30) calendar days' written notice shall be provided to the County before any policy or coverage is canceled or restricted. '['he underwriter of such insurance shall be qualified to do business in the State of' Florida. If requested by the County Administrator, the insurance coverage shall be primary insurance with respect to the County, its officials, employees, agents, and volunteers. Failure of Contractor to comply with the insurance requirements ofthis section shall be cause for immediate termination of this Agreement. MONROE'COUNTY BOARD OF COVNTY COMMISSIONERS, 1100 SIMONTON STREET, KEY WEST, FLORIDA 33040, MUST BE NAMED AS ADDITIONAL INSUREDAND CERTIFICATE, IIOLLPER ONALL POLICIES EXCEPT WORAERS COMPENSATION In the event that the Contractor is authorized by County to assign work hereunder to subcontractors, the Contractor specifically agrees to identify the County as an additional insured on all insurance policies pursuant to said subcontract(s) as same are required by the County here. 9) Indemnification & Hold Harmless a) Notwithstanding any minimum insurance requirements prescribed elsewhere in this Agreement and subject to amounts stated in the Limitation of Liability provisions in the Contractor's Sof1ware as a Service Agreement, the Contractor shall defend, indemnify, and hold the County, and the County's elected and appointed officers and employees, harmless front and against any claims, actions or causes of' action, any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption, and any costs or expenses that may be asserted against, initiated with respect to, or sustained by, ally indemnified party to the extent caused by the negligence or recklessness, intentional wrongful misconduct, errors or other wrongful act or omission of the Contractor or any of its employees, agents, sub -contractors or other invitees; or (C) the Contractor's default in respect of any of the obligations that it undertakes under the terms of this Agreement, except to the extent the claims, actions, causes of action, litigation, proceedings, costs or expenses arise from the intentional or negligent acts or omissions of the County or any of its employees, agents, contractors or invitees (other than the Contractor). b) In the event that the completion of` the service (to include the work of'others) is delayed or Suspended as a result of the Contractor's failure to purchase or maintain the required insurance, the Contractor shall indemnify the County from any and all increased expenses resulting from such delay. c) Nothing contained herein is intended, nor may it be construed, to waive County's rights and immunities under the common law or Section 768.28, Florida Statutes, as amended from time to time; nor will anything included herein be construed as consent to be stied by any third parties in any matter arising Out of this Agreement. W-�� To the extent considered necessary by the County, any sums due Contractor under this Agreement may be retained by the County until all of the County's claims subject to this indemnification obligation have been settled or otherwise resolved, and any amount withheld is not subject to payment of interest by the County. Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this Agreement, this section will survive the expiration of the term of this Agreement or any earlier termination of this Agreement. d) Contractor shall be given prompt notice of any claim so that its defenses for any claim are not unduly prejudiced. Contractor shall be given sole control of the defense of any claim for which an indemnitee seeks indemnification except for settlement which shall not be entered without the consent of the inclemnitee. e) Contractor's acceptance of the defense of any claim shall not be deemed a waiver any claims or defenses it may have to the defense and indemnification requirements herein 10) Data Management; Data Security Standards. Contractor must agree to comply with the County's written demands regarding cooperation (and any applicable financial responsibilities) for timely data breach incident reporting, response activities/fact- gathering, public and other governmental agency notification requirements, severity level assessment, and after -action reporting, consistent with Sections 282.3185(5) & (6), and 501.171, Fla. Stats., as amended from time to time. To ensure safety of personal data, Contractor must comply with the 2016 European Union's General Data Privacy Regulation (GDPR) that became effective in the European Union on May 25, 2018, and any more recently revised version thereof. For any system integration between the County's network systems and that of the Contractor, the Contractor hereby agrees to comply with ISO/lEC 27001 for its internal system, at a minimum, and any unique integration requirements of the County's network and information technology systems. 11) Discriminatory Vendor List. Contractor hereby acknowledges its continuous duty to disclose to the County if" the Contractor or any of its affiliates, as defined by Section 287.134(1)(a), Florida Statutes, are placed on the Discriminatory Vendor List. Pursuant to Section 287,134(2)(a),Florida Statutes: "An entity or affiliate who has been placed on the discriminatory vendor list may not submit a bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a bid, proposal, or reply on a contract with a public entity for the construction or repair of a public building or public work; may not Submit bids, proposals, or replies on leases of real property to a public entity; may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant Linder a contract with any public entity; and may not transact business with any public entity." 12) Prohibition on Conflict of Interest, Gratuities, Kickbacks, and Collusion. The statements contained in this paragraph are true and correct, and made with the full knowledge that Monroe County relies upon the truth of the statements contained herein in awarding the contract for this service. a) Conflict of Interest. Contractor covenants that it presently has no interest and will not acquire any interest that would conflict in any manner or degree with the performance of services required. Each party hereto covenants that there is no conflict of interest or any other prohibited relationship between the County and itself, b) Gratuities. Contractor hereby certifies that it has not offered, given, or agreed to give any Monroe County employee a gratuity, favor, or anything of monetary value in Page 4 of 12 connection with any decision, approval, disapproval, recommendation, preparation of' any part of the award of this contract. c) Kickbacks. Contractor certifies that it has not given payment, gratuity, or offer of employment to be made by or o►l behalf of a Sub -contractor tinder a contract to Contractor or higher tier sub -contractor or any person associated therewith, as an inducement of the award of a subcontract or order. d) Non -Collusion Statement. By signing this Agreement, Contractor certifies under penalty of perjury that the price proposed by Contractor was arrived at independently without Collusion, consultation, or Communication for the purpose of restricting competition; and no attempt has been made to induce another person or entity to submit a proposal, or not submit, for the purpose of restricting competition in the award of this contract. e) Contract Clause. The prohibitions on conflict of interest, gratuities, kickbacks, and collusion prescribed in this paragraph Must be conspicuously set forth in every contract and subcontract and solicitation initiated by Contractor in its performance of this Agreement. 13) Ethics Clause pursuant to Monroe County Ordinance No. 010-1990. By signing this Agreement, the Contractor warrants that he/she/it has not employed, retained or otherwise had act on his/her/its behal f any former County officer or employee in violation of Section 2-149, Monroe County Code of Ordinances, or any County officer or erriployee ill violation of Section 2-150, Monroe County Code of Ordinances. For breach or violation of this provision the County may, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee pursuant to Subsection 2-152(b), Monroe County Code of Ordinances. 14) Monroe County's Suspended Vendor List and False Claims Laws. The eligibility of persons to enter into a contract may be suspended pursuant to See. 2-347(l) of the Monroe County Code of Ordinances. In the event all eligible person is Suspended by the County after the contract is awarded, or a Suspended person is employed to perform work (e.g. as a subcontractor) pursuant to a County contract, same shall constitute a material breach of the contract. The County, in its sole discretion, may terminate the contract with no Further liability to the contractor beyond payment of the portion of the contract price that may be due for work satisfactorily completed LIP to the date of termination, and hereby reserves all other rights and remedies available at law or in equity. In addition, the Cot►nty reserves all rights available to recuperate monies paid tinder this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the County's False Claims Ordinance, pursuant to Section 2-721 et seq. of the Monroe County Code. 15) Prompt Disclosure of Litigation, Investigations, Arbitration, or Administrative Proceedings. Throughout the term of this Agreement, the Contractor has a continuing duty to promptly disclose to the County, in writing, upon occurrence, all civil or criminal litigation, investigations, arbitration, or administrative proceedings relating to or affecting Contractor's ability to perform under this Agreement. If the existence of such causes the County concern that the Contractor's ability or willingness to perform the Agreement is ,jeopardized, the Contractor may be required to provide the County with reasonable assurances to demonstrate its ability to perform as required hereunder, and that its employees/agents have not or will not engage in conduct similar in nature to the conduct alleged in such proceeding. 16) Notice. All written correspondence to the County shall be dated and signed by an authorized representative of the Contractor. Any written notice.-, or correspondence required or contemplated under this Agreement shall be sent by U.S. Mail, certified, return receipt requested, postage pre -paid, or by courier with proof of delivery. Notice is deemed received by Contractor when hand delivered by national courier with proof of delivery or by U.S. Mail upon verified receipt or upon the date of refusal or non -acceptance of deliver}. Notice shall be sent to the following persons: FOR COUNTY: FOR CONTRACTOR County Administrator Monroe County fI , •' �� <-A S li i 1100 Simonton Street, Room 2205 t 6Qo 5 IZa L yCam' _� -��� Key West, Fl, 33040 Email. M .. Q�. And (with copy to) Monroe County Attorney's Office 11 1 1 12th Street. Suite 408 Key West. FI, 33040 17) Choice of Law and Venue. The parties hereby agree that the only laws that apply to this Agreement are those of the State of Florida and United States of America. The parties waive the privilege of venue and agree that all litigation between them in the state courts will take place exclusively in the Sixteenth Judicial Circuit in and for Monroe County, Florida, and that all litigation between them in the federal courts will take place exclusively in the United States District Court in and for the Southern District of Florida, or United States Bankruptcy Court for the Southern District of Florida, whenever applicable. 18) WAIVER OF JURY TRIAL & MANDATORY PRE -SUIT MEDIATION BY ENTERING INTO THIS CONTRACT, EACH OF CONTRACTOR AND THE COUNTY HEREBY EXPRESSLY WAIVE ANY RIGHTS EACH MAY HAVE TO A TRIAL BY JURY RELATED TO THIS CONTRACT. IF A PARTY FAILS TO WITHDRAW A REQUEST FOR A JURY TRIAL IN A LAWSUIT ARISING OUT OF THIS CONTRACT AFTER WRITTEN NOTICE BY THE OTHER PARTY OF VIOLATION OF THIS SECTION, THE PARTY MAKING THE REQUEST FOR JURY TRIAL WILL BE LIABLE FOR THE REASONABLE ATTORNEY'S FEES AND COSTS OF THE OTHER PARTY CONTESTING THE REQUEST FOR JURY TRIAL, AND SUCH AMOUNTS MUST BE AWARDED BY THE COURT IN ADJUDICATING THE MOTION. THE COUNTY AND CONTRACTOR AGREE THAT, IN THE EVENT OF CONFLICTING INTERPRETATIONS OF THE TERMS OR A TERM OF THIS AGREEMENT BY OR BETWEEN ANY OF THEM THE ISSUE SHALL BE SUBMITTED TO MEDIATION PRIOR TO THE INSTITUTION OF ANY OTHER ADMINISTRATIVE OR LEGAL PROCEEDING. MEDIATION PROCEEDINGS INITIATED AND CONDUCTED PURSUANT TO THIS AGREEMENT SHALL BE IN ACCORDANCE WITH THE FLORIDA RULES OF CIVIL PROCEDURE AND USUAL AND CUSTOMARY PROCEDURES REQUIRED BY THE CIRCUIT COURT OF MONROE COUNTY. 19) Attorney's Fees and Costs. County and Contractor agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing; party shall be entitled to reasonable auomey's fees, court costs, investigative, and out-of-pocket expenses, as an award against the nun -prevailing party, at all levels of the court system, including in appellate proceedings. ['age 6 of It 2 20) Public Records. County is a public agency subject to Chapter H 9, Florida Statutes, as amended from time to time. To the extent Contractor is a Contractor acting on behalf of the County pursuant to Section 119,070 1, Florida Statutes, as amended from time to time, Contractor must comply with all public records laws in accordance with Chapter 119, Florida Statutes. In accordance with state law, Contractor agrees to: a) Keep and maintain all records that ordinarily and necessarily would be required by the County in order to perform the services, b) Upon request from the County's Custodian of public records, provide the County with a copy of the requested records or allow the records to be inspected or copies within a reasonable time at a cost that does not exceed the costs provided in Chapter 119, Florida Statutes, or as otherwise provided by law, C) Ensure that public records that are exempt, or confidential and exempt, from public records disclosure are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if' the Contractor does not transfer the records to the County. d) Upon completion of the services within this Agreement, at no cost, either transfer to the County all public records in possession of the Contractor or keep and maintain public records required by the County to perform the services. If the Contractor transfers all public records to the County upon Completion of the services, the Contractor must destroy any duplicate public records that are exempt, or confidential and exempt, from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the services, the Contractor must meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of public records, in a format that is compatible with the information technology systems of the County. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE COUNTY'S CUSTODIAN OF PUBLIC RECORDS AT PHONE NO. 305-292-3470, PUBLICRECORDS OaMONROECOUNTY-FL.J COUNTY ATTORNEY'S OFFICE, It It 12TH STREET, SUITE 408, KEY WEST, FL 33040. If Contractor does not comply with this section, the County will enforce the Agreement provisions in accordance herewith and may unilaterally cancel this Agreement in accordance with state law. Nothing herein shall be deemed to preclude the Contractor from seeking a protective order from a court of competent jurisdiction to prevent the release of any of Contractor's infon-nation which the Contractor reasonably believes is exempt from disclosure. 21) Uncontrollable Circumstances ("Force Majeure") As used herein, "Force Majeure" rneans the occurrence of any event that prevents or delays the performance by either party of its obligations hereunder which are beyond the reasonable control of the non -performing party. Examples of "Force MajeUre" include, but are not limited to, acts of God, natural disasters, or emergency governmental action. To invoke this paragraph, immediate written notice, consistent with the "Notice" provisions of this Agreement, must be sent by the non -performing party describing the circumstances Constituting force majeure and proof that the non-performance or delay of performance is a direct and reasonable result of such event(s). Any claim for extension of time by zz� Contractor pursuant to this paragraph wit[ be made not more than (72)hours after the commencement mfthe delay. Otherwise, hshall bewaived. The Contractor shall immediately report the termination of the cause for the delay within seventy-two (72) hours u8mr such tennio(uion. The County ccoervca its right to challenge the invocation by the Contractor within fivn(5)calendar days ofreceipt ofsaid notice, insuch case uninterrupted perfbnnuncu in required. However, inthe event the invocation is accepted hytile County, the[ootruutorrnua<takoa|\rcasonmNemcosuremtomibguteanyuodu||reyuhingdmmagra, 000|y, delays, or disruptions to the Contractor's performance requirements under this 8gorrnenL All obligations must resume when the circumstances ofsuch event(s) have subsided, or other arrangements are made pursuant to u written amendment to this Agreement. 22) Public Entity Crimes Statement. Pursuant to Section 287,133(2)(a), Florida Statutes, as amended from time to time, Contractor hereby certifies that neither it nor its affiliate(s) have been placed onthe convicted vendor list following conviction for public entity crime. If placed mn that list, Contractor agrees: to immediately nn4i(v the County and is prohibited froon providing any goods n,services 1ma public entity; i/nmy riot submit abid on a contract with a public entity for the construction or repair of a public building or public work; it may not submit bids on leases of real property to a public entity; it may not be awarded orperform work as acontractor, supplier, suboontrmctwr, or consultant tinder contract with any public entity; and, it may not transact business with any public entity in excess ofthe threshold amount provided in Section 287.017, Florida Statutes, for Category TWO ($35,000), as may be amended, for period of thirty-six (36) months from the date ofbeing placed onthe convicted vendor list. 23) Foreign Gifts and Contracts. The Contractor must comply with any applicable disclosure requirements in Section 286.101, Florida Statutes. Pursuant to Section 286.10|(7)(b), Florida Statutes: "in addition k/any fine assessed tinder |§2#6.\0i<7Va),Florida Statutes [ m Onoi order determining u third or subsequent violation by an entity other than uoNte agency o,political subdivision must automatically disqualify the entity from eligibility fov any grant or contract funded by u state agency or any political subdivision mVi| such ineligibility is lifted by the Administration Commission [Governor and Cabinet per § 14.202, Florida Statutes] for good cause." 24) Scrutinized Companies and Countries of Concern per Sections 287.135, 215.473, & 207.138, Florida Statutes. Contractor hereby certifies that it: a) has not been placed oo the Scrutinized Companies that Boycott Israel Lis(, nor iyengaged in uboycott ufIsrael; b)ham not been placed onthe Scrutinized Companies with Activities in Sudan Lint nor the Scrutinized Companies with Activities in the Iran Terrorism Sectors List (formerly the Iran Petroleum Energy Sector List); and c)has not been engaged in business operations inCuba or Syria. If County determines that Contractor has [b|ae|y certified facts under this paragraph, or if Contractor is found to have been placed on a list created pursuant to Section 215.473, Florida Statute*, as amended, or is engaged in u boycott of |smc| after the execution of this Agreement, County will have all rights and remedies to tcmoiuu{e this Agreement consistent with Section 287.135, Florida Statutes, as amended. The County reserves all rights to waive certain requirements of this paragraph on u cuoc'hy'cooc exception basis pursuant to Section 207.135, Florida Statutes, as amended. Beginning January l, 2024, the County must not enter into a contract that grants access to an individua|`sperS0nal identifying information omany Foreign Country ofConcern Such as: People's Republic of China, the Russian Federation, the Islamic Republic of Iran, the Democratic ycVp<e`u Republic o[Korea, the Republic nfCuba, tile VuneZueian regime of Nionidy Muduno,nrthe Syrian Arab Republic, unless the Contractor provides the County Page 8 of 12 0 I . c with anal I Wavit signea Dy an autnorizea representative of McConif-dutor, 1,110- Wild) v 10 perjury, attesting that the Contractor does not meet any of the criteria in subparagraphs QXa�(c) of Section 287.138, Florida Statutes, as may be amended. Violations of this Section will result in termination of this Agreement and may result in administrative sanctions and penalties by the Office of the Attorney General of the State of Florida. ---- ------------------------- - ----------------- - --- - M aw k-oilmr� M CoRceni, ano in- 7701untail 7M a rum-T611 %"momilti a Controlling Interest in the entity. Under penalties of pedury. I declare that I have read the foregoing statement and that the facts stated in it are true. Printed Name: b4J ature: 4.1 -ry Date: 12 25) Noncoercive Con�uct for Labor or Services. As a nongovemmental entity submitting a proposal, executing, renewing, or extending a contract with a government entity, Contractor is required to provide an affidavit under penalty of perjury attesting that Contractor does not use coercion for labor or services in accordance with Section 787.06, Florida Statutes. As an authorized representative of Contractor, I certify under penalties of perjury that Contractor does not use coercion for labor or services as prohibited by Section 787.06. Additionally. Contractor has reviewed Section 787.06, Florida Statutes, and agrees to abide by same. 26) Nondiscrimination. The Contractor and County agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. Contractor agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination in employment on the basis of race, color, religion, sex or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex, 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of disability; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) 'rite Drug Abuse Office and Treatment Act of 1972 (111, 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, treatment and Rehabilitation Act of 1970 (111. 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism-. 7) The Public llealth Service Act of 1912, ss. 523 and 527 (42 USC ss, 690dd-3 and 290ce-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title Vill of the Civil Rights Act of 1968 (42 USC s. 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12 101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article 11, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; I I ) The Pregnant Workers Fairness Act (PWFA) pursuant to 42 U.S.C. 2000gg et seq.; and 12) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 27) E-Verify Requirements. Effective January 1, 2021, public and private employers, contractors and subcontractors must require registration with, and use of the E-verify system in order to verify the work authorization status of all newly hired employees. Contractor acknowledges and agrees to utilize the U.S. Department of Homeland Security's E-Verify System to verify the employment eligibility of: a) All persons employed by Contractor to perform employment duties within Florida during the term of the contract; and b) All persons (including subvendors/stibconsultants/subcontractors) assigned by Contractor to perform work pursuant to the contract with the County. The Contractor acknowledges and agrees that use of the U.S. Department of Homeland Security's E-Verify System during the term of the contract is a condition of the contract with the County. By entering into this Agreement, the Contractor becomes obligated to comply with the provisions of Section 448.095, Florida Statutes, "Employment Eligibility," as amended from time to time. This includes, but is not limited to, utilization of the E-Verify System to verify the work authorization status of all newly hired employees, and requiring all Subcontractors to provide an affidavit to Contractor attesting that the Subcontractor does not employ, contract with, or subcontract with, an unauthorized alien. Contractor agrees to maintain a copy of such affidavit for the duration of this Agreement. Failure to comply with this paragraph will result in the termination of this Agreement as provided in Section 448.095, Florida Statutes, as amended, and Contractor may not be awarded a public contract for at least one (I) year after the date on which the Agreement was terminated. Contractor will also be liable for any additional costs to County incurred as a result of the termination of this Agreement in accordance with this Section. Upon executing this Agreement, Contractor will provide proof of enrollment in E-verify to the County. 28) Prohibited Telecommunications Equipment. Contractor represents and certifies that it and its applicable subcontractors do not and will not use any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, as such terms are used in 48 CFR § § 52.204-24 through 52.204-26. By executing this Agreement, Contractor represents and certifies that Contractor and its applicable subcontractors must not provide or use such covered telecommunications equipment, system, or services for any scope of work performed for the County for the entire duration of this Agreement. If Contractor is notified of any use or provisions of such covered telecommunications equipment, system, or services by a subcontractor at any tier or by any other source, Contractor must promptly report the information in 40 CFR § 52.204-25(d)(2) to County. 29) Antitrust Violations; Denial or Revocation under Section 287.137, Florida Statutes. Pursuant to Section 287.137, Florida Statutes, as may be amended, a person or an affiliate who has been placed on the antitrust violator vendor list (electronically published and Page 10 of 12 for an antitrust violation may no( submit a bid, proposal, or reply for any new contract to provide any goods or services to a public entity; may no( submit a bid, proposal, or reply for a new ewntract wit'i aiu'0;r. entitv kir the r*,tqfrmr.Jin-t&r rewair 4T a vidglic �uildine or 'A ,WN -well" "' WON 1 U JAW11t; CIRILY' d11U IMAY flUl L111[ZWi with a public entity. By entering this Agreement. Contractor certifies neither it nor it,; affiliatc(s) are on the antitrust violator vendor list at the time of entering this Agreement. kei in termination of this Agreement, at the option of the County consistent with Section 287.137. Florida Statutes, as amended, 30) Severability; Waiver of Provisions. Any provision in this Agreement that is prohibited or unenforceable in any jurisdiction will. as to that jurisdiction, Lx,- ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction. 'The non -enforcement of any provision by either party wilt not constitute a waiver of that provision nor will it affect the enforceability of that provision or of the remainder of this Agreement. 31) Signatoo, Authority; Counterparts and Multiple Originals. Upon request, the Contractor must provide the County with copies of requisite documentation evidencing. that the signatory for Contractor has the authority to enter into this Agreement. This Agreement may be executed in multiple originals, and may be executed in counterparts. each of which is hereby deemed to be an original, but all of which, taken together, constitutes one and the same agreement. IN WITNESS WHERE.0F, County, signing through its County Administrator, and roualt its authorized renresentative. have executed thi-s-LeItWaietta-, of tke last date CONTRACTOR: TARGETSOLUTIONS, LLC By: r t Date: -IS Cigna 11 5iVName & 'Title S'l ATE 01' COUNTY OF Tile foregoing instrument was sworn to I affirmed and acknowledged before me by means of'D physical presence or 0 online notarization. this —1-111 day of' '20—. by President for Authorized Signorl of . ...... .. a Corporation or LLC. lie/She is personally known to me/or has produced (type of identification) as identification, (Print & Stamp - Nowry llubk) llat�u I I of 12 ,A notary publicifies only the or other officer completing this �certificate veridentity of the individual who signed the document to which this certificate �is attached, and not the truthfulness, accuracy, or pyalioity-olf that document State of California County of San Dieqo Subscribed and sworn to (or affirmed) before me on this 31st day of December _, 20 24 . by Mark Funq proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. OOAMBEL FRAKO HoAry Pubbt - California San Owl* County Cow^ftlson 0 1501203 .Y Comm. Ex0fol Oct 10, 2028 0'0�" (Seal) Signature_42'$� mom ADDENDUM NO. I (IS-'. RENEWAL TERM) Digitally signed by Christine By: Christine HurleyHurley Date: 2025.03.04 16:30:06 -05'00' Christine Hurley, County Administrator Approved as to legal form & sufficiency- ve M. Lewis, Assistant County Attorney "COMPOSITE EXHIBIT A" Renewal Notice Date Monday, December 30, 2024 Annual l 01-01 Grand Total: $20,979.00 As a convenience to our customers, we are changing our billing policy effective December 1st, 2019 to send out bills 30 days in advance of your renewal. This does not change the billing due date or the payment terms of your agreement. Upon expiration of the Initial or any Renewal Term of your Client Agreement, access to the Services may remain active for thirty (30) days solely for purpose of Company's record keeping (the "Expiration Period"), Unless otherwise provided in your Client Agreement, any access to or usage of the Services following the Expiration Period shall be deemed Client's renewal of the Agreement under the same terms and conditions. rr' Quote ID SolUtiOns Q-292308 Contact Name Luke Lutz Schedule A Date:. Friday, December 15, 2023 Client Information Client Name: Monroe County Fire Rescue (FL) Address: 490 63rd Street Ocean Marathon, FL 33050 .......___ ...... Primary Contact Name: Primary Contact Zully Hemeyer Phone: (305) 289-6020 reement Term Effective Date: 01 /01 /2024 Initial Term: 12 months Invoicin Contact Information please fill in missing information .��__._-___________________________________--------------- ......________�______________.._......._...... _..................................................... Billing Contact Name: MCFR AP Billing Address: Billing Phone: 490 63rd Street Ocean Marathon, Florida 33050 Billing Email: mcfr-ap@monroecounty-fl.gov PO#: Billing Frequency: Payment Terms: Annual Net 30 Annual Fept�') Product Product M #`......., Code Evaluations+ ♦ for VectorVector .. and mobile LM S, raining managementVector ..TargetSolubons• public entities Membership Vector Evaluations+ Standards (up to 40 Minimum Annual Price Sub Total Commitment 181 24.00 $4,344,00 212 �72 00 $1 ,264 {ICY 31 12 00 3I2-00 Annual "dotal: $19,980M Grand Total: 19,980.0 Public Sector 8aaS Rev. U (Issued 02.02 2022) Please note this is not an invoice. An invoice will be sent within fourteen (14) business days. Additional Terms and Conditions. The following are in addition to the Client Agreement General Terms and Conditions. 1. Additional Named Users added after the Effective Date will be invoiced at the full per Named User fee. Such additional Named Users shall become part of the Minimum Annual Commitment for subsequent years, on the anniversary date of each contract year or upon renewals under the Agreement. Z You agree to pay for the number of Named Users using or licensed to access the Services in a given contract year. Subject to the Minimum Annual Commitment, Changes in Named User counts will be reflected in the annual contract amount from that period forward for all Users, 3. Subject to the above Minimum Annual Commitment, annual fees for your use of the Services will be based upon the number of Named Users in a given contract year. 4. Named Users deactivated in a given contract year will not count towards the total number of Named Users in the year following such deactivation, unless reactivated. 5. Fees, both during the Initial Term, as well as any Renewal Terms, shall be increased by 5,0% per contract year. Changes in Named User counts will be reflected in the annual contract amount from that period forward for all Users. 6. All undisputed invoices are due and payable Net 30 days after invoice date ("Due Date"). Any fees unpaid for more than 10 days past the Due Date shall bear interest at 1.5% per month or the highest applicable rate permitted by law. 7. Upon expiration of the initial term and at least sixty (60) days advance notice, this Agreement may be renewed for three (3) additional one-year periods for a total of not more than four (4) years. The parties shall execute an addendum each year which shall be in writing and signed by both parties in order to renew this Agreement. Address for Notices: 4890 W Kennedy Blvd., Suite 300 490 63rd Street Ocean Tampa, FL 33609 Marathon, FL 33050 Page 2 Public Sector SaaS Rev, LI (Issued 02 02 2022) "WWWWO 00 M_ Qum, I 1 1 on a "one user per one authorization basis" and once granted, You are not allowed to transfer authorizations to other users Your ability to use the Services may be affected by minimum system requirements or other factors, such as Your Internet connection, *Iwh &LA I-$ I Lam 2y�,XLW" �f IN�W"#Viide 2L—A a day, seven (7) days a week, subject to scheduled downtime for routine maintenance, emergency maintenance, system outages, and other outages beyond our control. 1.3. week, at scheduled III currently 8:00am to 6:00 pm Eastern Time, Monday -Friday or M=Aa� "Pik U1QWLQV1a6&1U I I AQp_qLyLdqLAnA Updates. We reserve the right, in our discretion, to make updates or upgrades to the Services that are necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of the Services� (H) the competitive strength of or cha r You will receive access to an, rades and u-,�,dates to the SeNces which We W2 [Lz L16%&—ouly r other customers, All updates and upgrades to the Services are subjectto these terms andconditions. 1 dditionp ices. rom time to t me the Parties ma4 de ide in their discretion to add additional Services,. �bt t �th ImUTAQWrA, ligi.%pur'.1414, oil, 6.111110 W Wl W1111M, 11,110, Im' 11111MI mar=01 011iffmW I ' 77TWillistrT 7 "AW17W Ineo 77077UM—p-75yees, consurfams, contractors, ana agents Tou autnorize to access and use the Services You are purchasing during each contract year ("Term") of the Agreement, 2.2.1, You will be resoonsible for the followincr (a) cause each of Your Named Users to comDlete a unioue orofile if not created, W&MI = == I M-1 A system capabilities, 2.3. Future Functionality. You agree that Your purchases are not contingent on Our delivery of any future functionality or features. You are not relying on any comments regarding future functionality or features. 3. FEES AND PAYMENTS. 3.1. Fees and Payment. You will pay for the Services in accordance with the payment terms, frequency, and fee schedule in Schedule A attached to this Agreement, All fees collected by Us under this Agreement are fully earned when due and nonrefundable when paid, except if You terminate this Agreement for cause as described in Section 5-2- ............ Page 3 Public Sector SaaS RevU (issued 02.02,2022) payment. 3 3. Suspension of Service. If You do not make an undisputed payment on time, We may suspend Your or Your Named Users' access to the Services without further notice until all overdue payments are paid in hWi Our suspension of Your use of the Services o/k*mnnahonufthe Agreement for Your violation of the terms ofthis Agreement will not change Your obligation topay any and all payments due for the applicable Tenn, 3.31VVemay also suspend, terminate, orotherwise deny Your access many Named User's access h/v/use cfall urany part ufthe Services, without incurring any liability to You, if: (a) We receive a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly orbyreasonable implication requires Uohodo so; o/(b)VVebelieve, |ngood faith and reasonable 6sueUon_that, (i) You o/any Named User, have failed Vmcomply with any term oYthis Agreement, oraccessed nrused the Services beyond the scope of the rights granted, or for a purpose not authorized under this Agreement-, or (ii) Your use of the Services causes adirect orindirect threat hnour network function nrintegrity, ortoOur other customers' ability d use the Services; or(iii) You urany Named User, are o, have been involved inany fraudulent, mieleoding, or unlawful activities relating to or in connection with any of the Sam`oaa; or (iv) this Agreement expires or is hanninated, This Section 3.3 does not limit any of Our other rights or remedies under this Agreement. 3.4 Taxes. All fees under this Agreement exclude all sales, use, value-added taxes, and other taxes and government charges, whether Federal, 8tahs, or foreign, and You will be responsible for payment ofall such taxes (other than taxes based on our mcome), hyes, dudea, and chargea, and any na|ahsd penalties and intew*e*, arising from the payment ofany and all haeu under this Agreement including the access hoorperformance of the Services hereunder. |fVVehave alegal obligation 0upay n/collect taxes for which You are responsible under the Agreement, Uomn then We will invoice, and You will pay the appropriate amount unless You claim tax exempt status for amounts due under this Agreement and provide Us with a valid tax exemption certificate (authorized bthe applicable governmental authority) promptly upon execution of this Agreement. If any taxes shall be required bylaw tohe deducted or withheld from any fee payable hereunder by You to Us, You shall, after making the required deduction orwithholding, increase such fee payable as may be necessary to ensure that We shall receive an amount equal to the fee We would have received had nosuch deduction orwithholding been made, 4.INTELLECTUAL PROPERTY RIGHTS. 4.1 . We alone (and our licensors, where applicable) shall own all rights, title, and interest in and to our software, vmabsiteand technology, the course content (if any), and the Services We provide, including all documentation associated with the Services. If You provide any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by You (collectively "Feedback"), We may use such Feedback to improve the Services without charge, royalties, or other obligation to You, and Our use of Your Feedback does not give You any property rights to the Services. The Vector Solutions name and logo are trademarks of Vector Solutions, and no right or license is granted to You to use them You shall own all hghts, ti8e, and interest in and to Your added moMwan*. Your content, and infonnot�nn collected from Your content pages ("Your Data"). You ehoU have no hgNa in or to any other data collected that is not affiliated with You, Your content, email addresses, and personal information of Your Named Users or Your EHS Active Employees You entered into the database, or any of Your customers or users is Your sole property, We will not, at any hme.redistribute, share, orsell any uf Youremail addresses, email serverdomain names, customer names, or personal information,Course content that You purchase from third -party course providers and access through our Lk88will require the sharing of certain user information with Us in order for Um10properly track and report usage 4.2. You recognizethat VVeregard \h software VVehave developed k/deliver the Services amour proprietary information and asconfidential trade secrets ofgreat value You agree not to provide or to otherwise make available in any form the software or Services, qrany portion thereof, tnany person other than Your Named Users without our prior written consent You further agree iotreat the Services with atleast the same degree of care with which You treat Your own confidential information and in no event with less care than is ,eaymomb|y required 8zprotect the confidentiality ofthe Services 4,21 Except as otherwise agreed in writing or to the extent necessary for You to use the Services in accordance with this Agreement, You are not allowed to: (m) copy the course content in whole orm pert� (h) display, napmdune, onaa$» derivative works from, transmit, sell, distribute, rent, lease, sublicense, transfer or in any way exploit the course content in whole or in part; (c) embed the course content into other products� (d) use any of our trademarks, service marks, domain names, logos, or other identifiers or any ofour third party suppliers, (e) reverse engineer, dmoumpi|e, disassemble, or access the source code of any of our Services or software, (0 use the software or Services for any purpose that is unlawful� (g) alter or tamper with the Services and/or associated documentation in any way, (h) attempt to defeat any mmxum|y measures that We may take to protect the confidentiality and proprietary nature of the Services, (I) remove, obscure, conceal, or alter any marking or notice of proprietary rights that may appear on or in the Services and/or associated documentation, or U}except ou ponn|#od by this Agoeement, knowingly allow any individual or entity under Your control to access Gmm\oeu without authorization under this Agreement for such access. 4.3. VVeacknowledge that You alone shall own all rights, title, and interest inand \oYour name, trademarks, cxlogos, and this Agreement does not give Us any rights of ownership to the same. You hereby authorize Us to use Your name, trademarks, or logos in promotional materials, press releases, advertising, or in other publications or websites,, whether oral or written, It You du not consent to Our use of Your name or logo. You may withdraw Your consent at any time by notifying Us at 6.TERM, TERMINATION, ANDNOT|CE. Page Public Sector 8uuSRev u(Issued 02022022)