Backup Documents 12/10/2024 Item #16F 1 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO '1 6F1
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE - —
Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office
at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later
than Monday preceding the Board meeting.
**NEW** ROUTING SLIP
Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the
exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office.
Route to Addressee(s) (List in routing order) Office Initials Date
1.
2.
3. County Attorney Office County Attorney Office ( 9°\-
4. BCC Office Board of County
Commissioners 01 4/ /5/5. Minutes and Records Clerk of Court's Office
f211z
PRIMARY CONTACT INFORMATION
Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees
above,may need to contact staff for additional or missing information.
Name of Primary Staff Cherie DuBock/EMS Phone Number 239-252-3756
Contact/ Department
Agenda Date Item was Agenda Item Number 16.F.$
Approved by the BCC l 2(/0/Z`f
Type of Document Interlocal Agreement Amendment-Tablet Number of Original
Attached Command Documents Attached
PO number or account
number if document is
to be recorded
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. Does the document require the chairman's original signature? CD
2. Does the document need to be sent to another agency for additional signatures? If yes,
provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet.
3. Original document has been signed/initialed for legal sufficiency. (All documents to be
signed by the Chairman,with the exception of most letters,must be reviewed and signed
by the Office of the County Attorney.
4. All handwritten strike-through and revisions have been initialed by the County Attorney's
Office and all other parties except the BCC Chairman and the Clerk to the Board
5. The Chairman's signature line date has been entered as the date of BCC approval of the
document or the final negotiated contract date whichever is applicable.
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's CD
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip
should be provided to the County Attorney Office at the time the item is input into SIRE.
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of your deadlines!
8. The document was approved by the BCC on 12//o/'Z`I and all changes made N/A is not
during the meeting have been incorporated in the attached document. The County an option for
Attorney's Office has reviewed the changes,if applicable. this line.
9. Initials of attorney verifying that the attached document is the version approved by the N/A is not
BCC,all changes directed by the BCC have been made,and the document is ready for the an option for
Chairman's signature. this line.
I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12
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AMENDMENT TO THE INTERLOCAL AGREEMENT FOR USE OF TABLET
COMMAND SOFTWARE BETWEEN NORTH COLLIER FIRE CONTROL AND
RESCUE DISTRICT, CITY OF MARCO ISLAND, CITY OF NAPLES, GREATER
NAPLES FIRE RESCUE DISTRICT, AND IMMOKALEE FIRE CONTROL DISTRICT
This amendment to the Interlocal Agreement For Use Of Tablet Command
Software Between North Collier Fire Control And Rescue District, City Of Marco Island,
City Of Naples, Greater Naples Fire Rescue District, and Immokalee Fire Control District
dated August 1st 2024 ("Amendment") is entered into by and between the NORTH
COLLIER FIRE CONTROL AND RESCUE DISTRICT, an independent special district of
the State of Florida created under Chapter 2015-191, Laws of Florida (the"District"), CITY
OF MARCO ISLAND, a municipal corporation ("Marco Island"), CITY OF NAPLES, a
municipal corporation ("Naples"), GREATER NAPLES FIRE RESCUE DISTRICT, an
independent fire control and rescue district operating pursuant to Chapter 2014-•240,
Laws of Florida, as amended ("Greater Naples"), IMMOKALEE FIRE CONTROL.
DISTRICT, an independent fire control and rescue district operating pursuant to Chapter
2000-393, Laws of Florida, as amended ("Immokalee"), and the BOARD OF COUNTY
COMMISSIONERS OF COLLIER COUNTY, FLORIDA, a political subdivision of the State
of Florida (hereinafter referred to as the "County"), (Marco Island, Naples, Greater
Naples, lmmokalee, and County collectively, "Partnering Agencies" and each a
"Partnering Agency") (all six collectively, the "Parties" and each a "Party").
WHEREAS, the District, Marco Island, Naples, Greater Naples, and lmmokalee
provide fire, emergency medical, and rescue response services; and
WHEREAS, the County provides emergency medical services; and
WHEREAS, Section 163.01, Florida Statutes, authorizes local governmental units
to make the most efficient use of their powers by enabling them to cooperate with other
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localities on a basis of mutual advantage and thereby to provide services and facilities in
a manner and pursuant to forms of governmental organization that will accord best with
geographic, economic, population, and other factors influencing the needs and
development of local communities; and
WHEREAS, the District has entered into a service agreement with Tablet
Command, Inc. ("Company") (the service agreement and invoice collectively, the"Service
Agreement"), whereby Company provides the District an application programming
interface ("Software") for a shared incident command system and user licenses for use of
the Software; and
WHEREAS, the Software is a shareable system, meaning additional licenses may
be granted to allow other agencies to utilize the Software; and
WHEREAS, the District, Marco Island, Naples, Greater Naples, and Immokalee
entered into the Interlocal Agreement For Use Of Tablet Command Software Between
North Collier Fire Control And Rescue District, City Of Marco Island, City Of Naples,
Greater Naples Fire Rescue District, and Immokalee Fire Control District dated August
15i 2024 ("Agreement"), which is attached as Exhibit A, to allow Marco Island. Naples,
Greater Naples, and Immokalee to acquire licenses for the use of the Software under the
District's Service Agreement and to be designated as "users"; and
WHEREAS, the County has expressed a desire to acquire licenses for the use of
the Software under the District's Service Agreement and to be designated as a "user";
and
WHEREAS, the Parties recognize the value of operating a strong, sustainable,
reliable, shared incident command management system and believe that a common or
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shared incident command system will produce a more reliable and standardized
operational picture; and
WHEREAS, the Parties believe it is mutually advantageous and in the interest of
the public health, safety, and welfare of its citizens and visitors to allow the County to
become a Party to the Agreement; and
WHEREAS, as the District, Marco Island, Naples, Greater Naples, and Immokalee
have already paid the Initial Term fees and the Renewal Term begins July 1, 2024, the
Parties agree that it is appropriate to have the County begin its participation on July '1,
2024; and
WHEREAS, Paragraph 23 of the Agreement provides that it may only be amended
in writing and signed by the District, Marco Island, Naples, Greater Naples, and
Immokalee.
NOW, THEREFORE, in consideration of the mutual covenants, promises and
representations herein, the Parties agree as follows:
1. The recitals in the foregoing whereas clauses above are true and correct and are
incorporated by reference in this Amendment.
2. The County shall be a "Partnering Agency" and "Party" and shall be collectively
known with the District, Marco Island, Naples, Greater Naples, and Immokalee, as the
"Partnering Agencies" and "Parties".
3. The second sentence of Paragraph 3 is deleted and replaced with the following:
The Agreement automatically renews on July 1, 2024, and then annually for four
(4) additional one (1) year terms ("Renewal Term"). If there are no Partnering
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Agencies due to their individual withdrawals in accordance with Section 11, this
Agreement shall terminate upon the date of the last Partnering Agency's notice.
is
4. Paragraph 4 of the Agreement is deleted and replaced with the following:
4. OPS Working Committee. The OPS Working Committee consists of one (1)
member from each Party, with such member being that Party's chief position
that oversees the operations of the entity or for the County, its EMS Division
Chief or his or her designee. The OPS Working Committee will meet at least
quarterly to discuss any changes requested by a Party. Global changes to the
Software, including but not limited to templates, must be agreed to by at least
3:.
fifty percent(50%) plus one (1) members. The number of members needed to
approve a global change will be determined by using the current number of
Parties to the Agreement, not those present at the meeting or a Party that has
withdrawn from the Agreement in accordance with Paragraph 11. A desire to
add a map(s), map layer(s), or pre-incident plan(s) to the Software by the
District or a Partnering Agency does not need to be approved by the OPS
Working Committee. The District will provide a representative that handles the
Software to such meetings to ensure that the approved global changes are
effectuated.
5. Paragraph 5.e. of the Agreement is amended to include the below new language
following subparagraph "iv. Immokalee: five (5) user licenses,":
v. County: eight (8) user licenses.
6. Paragraph 8.b.ii is deleted and replaced with the following:
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8. Payment.
b. Renewal Term.
ii. For each Renewal Term, each Partnering Agency shall be billed by the
District:
a). an equal share of the Annual Fees based on the number of Parties on
July 1 of that Renewal Term; and
b). the applicable User Fees based on the number of licenses provided to
the Partnering Agency in accordance with Paragraph 5.e., or as subsequently
amended.
No later than July 15 of a Renewal Term, the District shall bill the Annual Fees
and the User Fees to the Partnering Agencies, who shall then remit payment to
the District within fifteen (15) days of receipt.
7. Paragraph 10 is amended to include the below new language following the notice
information for Naples:
Board of County Commissioners of
To County: Collier County, Florida
8075 Lely Cultural Parkway,Suite 267
Naples, FL 341 13
Email: Juan.Camps@colliercountyfl.gov
With copy to: Charles.Kammerer@colliercountyEl.gov
8. Paragraph 14 is deleted and replaced with the following:
14. Sovereign Immunity. Nothing in this Agreement shall be deemed a waiver
of immunity limits of liability or sovereign immunity of either the District, Immokalee,
Greater Naples, Marco Island, Naples, or County pursuant to Chapter 768, Florida
Statutes, and any amendment thereto, or other statute or law. Nothing in this
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Agreement shall inure to the benefit of any third party for the purpose of allowing
any claim, which would otherwise be barred under the Doctrine of Sovereign
Immunity or operation of law. This paragraph shall survive the termination or
expiration of this Agreement.
9. Paragraph 16 is deleted and replaced with the following:
16. Dispute Resolution; Remedies; Attorney's Fees. Before the
commencement of any legal proceedings, in the event that the Parties disagree
regarding interpretation of this Agreement, or the fulfillment of obligations required
hereunder, the Parties must meet, within thirty (30) days of written request by
either Party (the "Initial Meeting"). The District's Fire Chief and the subject
Partnering Agency's Fire Chief, the County Manager, or Partnering Agencies' Fire
Chiefs and/or the County Manager, whichever is applicable, be in attendance at
the Initial Meeting. Should the dispute not be resolved within thirty (30) days of the
Initial Meeting, the Chair of the District's Board of Fire Commissioners and the
Chair of the subject Partnering Agency's or Partnering Agencies' governing board,
whichever is applicable, shall meet within thirty (30) days in an effort to resolve
the dispute (the "Secondary Meeting"). If the dispute is still not resolved within
thirty (30) days of the Secondary Meeting, the Parties shall initiate the conflict
resolution procedure provided in Chapter 164, Florida Statutes. Should the dispute
still not be resolved within thirty (30) days of the dispute resolution procedure
provided in Chapter 164, Florida Statutes, the Parties may then pursue any other
legal remedies. This Agreement may be enforced in any manner authorized by
law and does not preclude any Party from seeking judicial or administrative
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remedies for violation of the terms and conditions of this Agreement. Each Party
shall bear its own costs and attorney's fees related to this matter.
10. All other terms and conditions of the Agreement will remain in effect.
11. All provisions not in conflict with this Amendment are still in effect and are to be
performed as specified in the Agreement.
12. This Amendment is hereby made a part of the Agreement.
13. The Parties may execute this Amendment in counterparts.
14. Upon execution, this Amendment shall be filed by the District with the Clerk of the
Circuit Court of Collier County, Florida, in accordance with the requirements of Section
163.01(11), Florida Statutes.
15. This Amendment shall take effect on July 1, 2024.
Executed this ,. �? day of ~�(. 2. � , 2024.
NORTH COLLIER FIRE CONTROL AND
RESCUE DISTRICT
� ' mil,( (6•
( '�
Witness Christopher 1_ombar_da_
Chair
Executed this day of , 2024.
CITY OF MARCO ISLAND
Witness
Chair
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Executed this day of . _ 2024.
CITY OF NAPLES
Witness
Chair
Executed this day of , 2024.
GREATER NAPLES FIRE RESCUE DISTRICT
Witness
Chair
Executed this day of , 2024.
IMMOKALEE FIRE CONTROL DISTRICT
Witness
Chair
44
Executed this (D day of Dece."Ae7 . 2024.
ATTEST: CRYSTAL K. KINZEL, BOARD OF COUNTY COMMISSIONERS OF
CLERK OF THE CIRCUIT COLLIER COUNTY, FLORIDA
COURT COMPTROLLER
J. 4p
,A444(k
476
a • ?Clerk Chris I,Chairman
Atte0 as to Chairman's
Appro a as to form Sianittirr nr'v,
and le alit :
Sally shka (Rp/ 10\
00
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EXHIBIT A
INTERLOCAL AGREEMENT FOR USE OF TABLET COMMAND SOFTWARE
BETWEEN NORTH COLLIER FIRE CONTROL AND RESCUE DISTRICT, CITY OF
MARCO ISLAND, CITY OF NAPLES, GREATER NAPLES FIRE RESCUE DISTRICT,
AND IMMOKALEE FIRE CONTROL DISTRICT
This interlocal agreement ("Agreement") is entered into by and between the
NORTH COLLIER FIRE CONTROL AND RESCUE DISTRICT, an independent special
district of the State of Florida created under Chapter 2015-191, Laws of Florida (the
"District"), CITY.OF MARCO ISLAND, a municipal corporation ("Marco Island"), CITY OF
NAPLES, a municipal corporation ("Naples"), GREATER NAPLES FIRE RESCUE
DISTRICT, an independent fire control and rescue district operating pursuant to Chapter
2014-240, Laws of Florida, as amended ("Greater Naples"), and IMMOKALEE FIRE
CONTROL DISTRICT, an independent fire control and rescue district operating pursuant
to Chapter 2000-393, Laws of Florida, as amended ("Immokalee") (Marco Island, Naples,
Greater Naples, and Immokalee collectively, "Partnering Agencies" and each a
"Partnering Agency") (all five collectively, the "Parties" and each a "Party").
WHEREAS, Section 191.008, Florida Statutes, authorizes the District, Greater
Naples, and Immokalee to establish and maintain emergency medical and rescue
response services and acquire and maintain rescue, medical, and other emergency
equipment; and
WHEREAS, Marco Island and Naples has all governmental, corporate, and
proprietary powers in order to conduct municipal government, perform municipal
functions, and render municipal services, and may exercise any power for municipal
purposes; and
WHEREAS,each of the Parties presently maintain and operate emergency service
departments, with firefighting, rescue, and emergency medical equipment; and
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WHEREAS, Section 163.01, Florida Statutes, authorizes local governmental units
to make the most efficient use of their powers by enabling them to cooperate with other
localities on a basis of mutual advantage and thereby to provide services and facilities in
a manner and pursuant to forms of governmental organization that will accord best with
geographic, economic, population, and other factors influencing the needs and
development of local communities; and
WHEREAS, the District has entered into a service agreement with Tablet
Command, Inc. ("Company") (the service agreement and invoice collectively, the"Service
Agreement") are attached as Exhibit A, whereby Company provides the District an
application programming interface ("Software") for a shared incident command system
and user licenses for use of the Software; and
WHEREAS, the Software is a shareable system, meaning additional licenses may
be granted to allow other agencies to utilize the Software; and
WHEREAS, the Partnering Agencies have expressed a desire to acquire licenses
for the use of the Software under the District's Service Agreement and to be designated
as "users"; and
WHEREAS, the Parties recognize the value of operating a strong, sustainable,
reliable, shared incident command management system and believe that a common or
shared incident command system will produce a more reliable and standardized
operational picture; and
WHEREAS, the Parties recognize that use of the Software will improve their fire
safety services by providing for timely and accurate incident notification, comprehensive
and accurate mapping and routing, access to agency map data through Esri ARC GIS
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online, shared incident view by all users, transfer of command, standardized command
and control, agency specified incident templates and checklists, time stamped records of
all actions on the emergency scene, and improved accountability; and
WHEREAS, the Parties agree that having more than one designated administrator
on the Software who has the authority to make global changes (a change to the Software
that would impact more than the District or a Partnering Agency) as well as for a
Partnering Agency ("Software Contract Administrator) could result in conflicts between
the Parties as each Party could attempt to change the Software causing other Parties to
subsequently change the Software and the Software is in a state of constant change; and
WHEREAS, the Parties agree that the District, who is contractually obligated to
is
the Company is the sole contact person between the Company and the District related to
the Service Agreement and all communications to the Company regarding global changes
must be made through the District; and
WHEREAS, in addition to having a single Software Contract Administrator, there
are benefits for a Partnering Agency to be granted certain permissions such as viewing
all users, resources, and checklists and editing individual users, user types, and
apparatus associated with their agency but excluding the ability to make global changes
to the Software ("Agency Administrator"); and
WHEREAS, regardless of being the Software Contract Administrator or an Agency
Administrator, the Parties agree that they are in a partnership and that they will work
together to develop and maintain the Software in a manner that will address the Parties'
needs, which will be addressed and determined through the activities of an OPS Working
Committee; and
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WHEREAS, the Parties agree that it is of utmost importance that the Software and
data available through the Software be protected and not be disclosed to non-employees
other than as required by Florida law; and
is
WHEREAS, due to the sensitivity of the Software and data, if a Party fails to take
steps to ensure that such data is protected and kept confidential (as allowed by Florida),
the Party may lose the ability to utilize the Software; and
WHEREAS, the Parties believe it is mutually advantageous and in the interest of
the public health, safety, and welfare of its citizens and visitors to enter into this
li Agreement to provide for licenses for use of the Software by the Partnering Agencies,
and reimbursement of the licensing fees and annual fees to the District, as set forth herein
and desire to define their respective responsibilities hereunder.
NOW, THEREFORE, in consideration of the mutual covenants, promises and
representations herein, the Parties agree as follows:
1. Recitals, The recitals in the foregoing whereas clauses above are true and correct
and are incorporated by reference in this Agreement.
is 2. Purpose and Scope. This Agreement is entered into between the Parties in
accordance with the provisions of Section 163.01, Florida Statutes, to establish and
provide for licenses for use of the Software by the Partnering Agencies, in accordance
with and subject to the terms and conditions set forth herein.
3. Term of Agreement. The term of this Agreement shall commence on the date a
fully executed copy of this Agreement is filed pursuant to Paragraph 25 below with the
Clerk of the Circuit Court in Collier County, Florida ("Effective Date") and continue through
June 30, 2023 unless earlier terminated as provided below. The Agreement will
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automatically renew for four(4) additional one (1) year terms ("Renewal Term") unless a
Party provides written notice to the other Parties of their intent to terminate at least sixty
(60) days prior to the renewal of the Agreement.
4. OPS Working Committee, The OPS Working Committee consists of five (5)
members with each Party designating one (1) member, which shall be that Party's chief
position that oversees the operations of the entity, or his or her designee. The OPS
Working Committee will meet at least quarterly to discuss any changes requested by a
Party. Global changes to the Software, including but not limited to templates, must be
agreed to by at least a majority vote of the OPS Working Committee (at least three (3)
affirmative votes). A desire to add a map(s), map layer(s), or pre-incident plan(s) to the
Software by the District or a Partnering Agency does not need to be approved by the OPS
Working Committee. The District will provide a representative that handles the Software
to such meetings to ensure that the approved global changes are effectuated.
5. District Responsibilities. During the Term or any Renewal Term of this Agreement:
a. The District shall serve as the liaison between the Partnering Agencies and
the Company for administrative functions, and shall be the "Software
Contract Administrator". The District shall be the only Party that has
administrative rights and access to the Software, except as provided for in
Paragraph 6.a. No other Party shall have the authority to make global
changes to the Software.
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b. The District shall ensure that all Software updates and revisions, not
associated with an individual Partnering Agency, are communicated to the
Partnering Agencies on a timely basis.
c. Upon receiving a request from the OPS Working Committee to make a
global change, the District will submit such request to the Company and
work with the Company to implement such change.
(l,
d. Upon receiving a request from a Partnering Agency to add a map(s), map
layer(s), or pre-incident plan(s) to the Software, the District will upload the
map(s), layer(s), or pre-incident plan(s) within seven (7)
map
business days of receipt in the proper format.
e. The District shall obtain and provide the following number of user licenses
to the specified Partnering Agency unless the number of licenses is
amended through a Partnering Agency requesting a revised number of
licenses or the Partnering Agency, as an Agency Administrator, making a
revision to the number of licenses pursuant to Paragraph 6.c. below:
i. Marco Island: five (5) user licenses.
ii. Naples: four (4) user licenses.
iii. Greater Naples: seven (7) user licenses.
iv. Immokalee: five (5) user licenses,
f. The District shall be responsible for the District's use of the Software,
including the use of the Software by District users.
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g. The District shall be responsible for the one time costs associated with initial
implementation of the Service Agreement.
h. The District shall appoint a designated employee for the District.
6. Partnering Agencies Responsibilities. During the Term or any Renewal Term of
this Agreement:
a. Each Partnering Agency shall be an Agency Administrator. The Partnering
Agency shall have full access to the Software, except as provided below,
including the rights to perform all administrative duties, including but not
limited to the authority to view all users, resources, and checklists and edit
individual users, user types, and apparatus associated with their agency.
The Partnering Agency shall designate a single employee that will have
access to make revisions specific to its authority as an Agency
Administrator. The Partnering Agency shall notify the District in writing the
name of the designated employee, which may be changed upon the
Partnering Agency providing written notification to the District. The
designated employee may only access the Software through a Partnering
Agency email address. The Partnering Agency and designated employee
do not have the authority to make global changes to the Software or
communicate with the Company. Notwithstanding, if a Partnering Agency
F'.
is requesting support or other services and needs to communicate with the
Company, the Partnering Agency will work in conjunction with the District to
facilitate such communications, which may include having the District
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participate in the initial communication and all or some subsequent
communications with the Company. The District may in writing elect to
allow the Partnering Agency to communicate with the Company on a
specific support or other services issue without the District's participation.
b. If a Partnering Agency desires a map(s), map layer(s), or pre-incident
plan(s) to be added to the Software, the designated employee may provide
the information in the proper format to the District, which shall then be
uploaded within seven (7) business days of them being provided.
c. Each Partnering Agency shall notify the District in writing at least ten (10)
business days prior of it desires to change the number of user licenses it
has been provided by the District to the Software under this Agreement. In
addition, since the Partnering Agency has the authority as an Agency
Administrator to revise its number of licenses, if a Partnering Agency
changes the number of its user licenses to the Software under this
Agreement, the Partnering Agency must notify the District in writing of the
change no later than five (5) business days. In addition, a Partnering
Agency shall notify the District in writing if it adds fire mapper or any other
feature or service that has a cost associated with its use to any of its
licenses and the date or subsequent removal of fire mapper or other feature
or service no later than five (5) business days of the change.
d. Each Partnering Agency shall notify the OPS Working Committee in writing
of any requests for global changes to the Software that it desires.
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e. Each Partnering Agency shall be responsible for its use of the Software,
including the use of the Software by the Partnering Agency's users as well
as its use as an Agency Administrator.
f. As set forth in more detail in Paragraph 8 herein below, each Partnering
Agency shall pay for its portion of the annual agency license fee, CAD
interface license fee, iPhone/android enterprise fee, and the integration fee,
as well as the user license fees associated with the number of icenses
provided to the Partnering Agency in accordance with Paragraph 5.e. or as
subsequently amended.
g. If the District incurs any additional support fees or other fees as a result of
a Partnering Agency's activities, including those as an Agency
Administrator, the Partnering Agency will be responsible for such fees.
h. Each Partnering Agency will comply with Paragraphs 4 and 5 of the Service
Agreement.
7. Non-Disclosure of Information.
a. The Parties agree that data provided through the Software may include
information protected from disclosure by the Health Insurance Portability
and Accountability Act of 1996 ("HIPAA"), the Health Information
Technology for Economic and Clinical Health Act ("HITECH Act"), and the
Florida Information Protection Act of 2014 ("FIPA"). The Parties also agree
that in addition to information protected by HIPAA, the HITECH Act, and
FIPA, the release of other data may be detrimental to the operations of law
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enforcement and first responding agencies and may result in significant
security concerns. Collectively, the data provided through the Software is
known as the "Software Data".
b. A Party and its employees may use and disclose the Software Data only in
connection with the performance of its duties.
c. No Party, or any of its employees, shall disclose any Software Data to any
non-employee agent, or subcontractor of the Party except with the express
prior written consent of the District. Each Party shall ensure that any
agents, including subcontractors, to whom it provides the data agree in
writing to be bound by the same restrictions and conditions that apply to the
Party with respect to the use or disclosure of the Software Data.
d. A Party shall not use or further disclose the Software Data except as
permitted or required by this Agreement or as otherwise required by law.
This includes a prohibition on the sharing or publishing of any photos or
is
documents that shares the Software Data from an incident or emergency
that is gained through the use of the Software.
e. Each Party shall use appropriate safeguards to prevent use or disclosure of
the Software Data other than as provided by this Agreement. Every Party
must train its employees regarding the proper use of the Software Data and
its non-disclosure. A Party must take all steps to ensure that its employees
abide by the Agreement and the use of the Software Data. Each Party is
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responsible for disciplining an employee(s) for failure to abide by this
Agreement.
f. A Party shall not identify the information or contact the individuals included
in the Software Data.
g. Each Partnering Agency shall report to the District within twenty-four (24)
hours of it becoming aware of any use or disclosure of the Software Data in
violation of this Agreement or applicable law.
° h. Personal Devices. Some of the Parties have requested the ability to allow
their employees to have the Software license on their personal electronic
devices, which increases the Software Data being obtained by or disclosed
to non-Parties.
i. A Party that authorizes the Software to be utilized on personal
electronic devices must abide by the following:
1) Software on personal devices may only be logged into using
a Party's agency email address.
2) If a personal device is lost(meaning that the Party's employee
cannot find the device in four(4) hours even if it was ultimately
determined that the personal device was misplaced not lost),
the Party must require its employees to immediately contact
the Party's Officer in charge to inform him or her of the lost
personal device.
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3) Immediately upon being contacted by the employee, the
Party's Officer in Charge must send an email to
losttc@northcollierfire.com ("Lost Device Email Address")
with a copy to the Party's designated employee stating that a
personal device was lost, the license information, and
employee name.
4) As soon as possible following receipt of the email, the Party's
designated employee must close the session associated with
the lost device and reset the account. The Party's designated
employee must send an email to the Lost Device Email
Address upon the closure and resetting of the account.
ii. The District and each Partnering Agency's designated employee
shall have access to the Lost Device Email Address. The District
or another Partnering Agency's designated employee has the
authority to close and reset another Party's account associated
with a lost personal device if there is no email sent to the Lost
Device Email Address required in i.4. above after four (4) hours of
the email required in i,3. above being sent. Upon closing and
resetting the account, the Party must send an email to the Lost
Device Email Account with a copy to the District or Partnering
Agency's designated employee.
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i. Any penalty or fine levied against the District due to a Partnering Agency's
improper disclosure of the Software Data shall be the sole responsibility of
such Partnering Agency. Any request for payment by the District shall be
paid by the applicable Partnering Agency within thirty (30) days of such
request. The District shall notify a Partnering Agency within ten (10) days
of notification of a possible violation related to the disclosure of Software
Data and such Party agrees to assist the District with such claims.
8. Payment.
a. Initial Term. The Parties agree that for the initial term, the total annual
agency license fee, CAD interface license fee, iPhone/android enterprise
Ci
fee, and the integration fee ("Annual Fees") are$9,000 and the user license
fee is a per license fee ("User Fees") in the amount of $500. Upon the
= launch of the Software as determined by the District, each Partnering
Agency shall be liable in the amount of one-fifth (1/5) of the Annual Fees in
the amount of $9,000 prorated from date of the launch through June 30,
2023. The number of licenses provided to the Partnering Agency in
accordance with Paragraph 5.e., or as subsequently q Y amended, shall be
charged to the applicable Partnering Agency and User Fees will not be
prorated. Notwithstanding, if the Company prorates the User Fees during
the initial term, then the Partnering Agency's User Fees shall
correspondingly be prorated. For example, if the launch is December 31,
2022, Immokalee will be billed $900 for Annual Fees and$750 in User Fees
if the Company prorates User Fees or $1,500 if the Company does not
13
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}
prorate the User Fees. Within thirty (30)days of the launch of the Software,
the District shall bill the prorated Annual Fees and the applicable User Fees
to the Partnering Agencies, who shall then remit payment to the District
within fifteen (15) days of receipt.
b. Renewal Term.
i. The Parties acknowledge that the Annual Fees and User Fees may
li
be increased by the Company during a Renewal Term of this
Agreement. In addition,the OPS Working Committee may approve
changes and/or additional features that may increase the Annual
Fees and User Fees The Parties recognize that a global change
that implements an additional feature may include an annual fee
i
that increases the cost of the Software in addition to a per license
fee. The Annual Fees will only include the annual fee for such
features and an individual Party will be liable for any per license fee
is
associated with such feature's implementation. The District shall
notify each Partnering Agency of any increase in the Annual Fees
fi
and User Fees upon notification by the Company.
ii. For each Renewal Term, each Partnering Agency shall be billed by
the District in the amount of one-fifth (115) of the Annual Fees, and
E the applicable User Fees based on the number of licenses provided
to the Partnering Agency in accordance with Paragraph 5.e., or as
subsequently amended. No later than July 15 of a Renewal Term,
1
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the District shall bill the Annual Fees and the User Fees to the
Partnering Agencies, who shall then remit payment to the District
within fifteen (15) days of receipt.
c. Change in User Licenses.
i. If a Partnering Agency increases the number of licenses provided
to it in accordance with Paragraph 5.e., or as subsequently
amended, the District shall bill the applicable Partnering Agency
the User Fee upon receipt of an invoice from the Company, and
the Partnering Agency shall remit payment to the District within
fifteen (15) days of receipt.
ii. If a Partnering Agency decreases the number of licenses provided
to it in accordance with Paragraph 5.e., or as subsequently
amended, the District shall provide any credit to the applicable
Partnering Agency that the District receives from the Company due
to the reduction in licenses within fifteen (15) days of receipt.
d. Support Fees. If a Partnering Agency requires support from the Company
that are outside of the Service Agreement for its own needs, the Partnering
Agency is solely responsible for such fees. The District shall bill the
applicable Partnering Agency the support fees upon receipt of an invoice
from the Company, and the Partnering Agency shall remit payment to the
District within fifteen (15)days of receipt. If the District requires support from
15
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the Company that are outside of the Service Agreement and for its own
needs, then the District is solely responsible for such fees.
e. Other Fees. The Parties recognize that each Party has the ability to make
changes to its own licenses that may increase the cost of the Software to
the District, such as the use of fire mapper by a licensee or multiple
licensees. If a Partnering Agency adds features or additional services to its
license(s), the Partnering Agency is solely responsible for such fees unless
the OPS Working Committee agrees to a global change and then the
Partnering Agency will only be responsible for the additional per license fees
in accordance with b.i. above. The District shall bill the applicable Partnering
Agency the additional fees upon receipt of an invoice from the Company,
and the Partnering Agency shall remit payment to the District within fifteen
(15) days of receipt. If the District makes changes to its own licenses that
may increase the cost of the Software to the District, then the District is
solely responsible for such fees.
f. Survival. The obligation to pay under this Paragraph 8 survive the
termination or expiration of this Agreement, as well as a Partnering
Agency's withdrawal from this Agreement.
9, Insurance, Each Party shall maintain adequate insurance coverage to protect
its own interests and obligations under this Agreement.
16
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16F1
10, Notices. Any and all notices, requests, or other communications relating to this
• Agreement or the performance required herein must be given in writing and transmitted
by hand delivery, mail delivery service, US Mail, or electronic mail addressed as follows:
To District: North Collier Fire Control and Rescue District
Attention: Fire Chief Eloy Ricardo
is 1885 Veterans Park Dr.
Naples, Florida 34109
Email: ericardo@northcollierfire.com
With copy to: ebocock@northcollierfire.com
is
To Greater Naples:Greater Naples Fire Control District
Attention: Fire Chief Nolan Sapp
14575 Collier Blvd
Naples, Florida 34119
Email: nsapp@gnfire.org
With copy to: cwolfe@gnfire.org
To Immokalee: Immokalee Fire Control District
Attention: 'Fire Chief Michael Choate
5368 Useppa Dr.
Ave Maria, Florida 34142
Email: mchoate@immfire.com
With copy to: tcunningham@immfire.com
To Marco Island: City of Marco Island
Attention: Fire Chief Chris Byrne
50 Bald Eagle Dr.
Marco Island, Florida 34145
Email: cbyrne@cityofmarcoisland.com
With copy to: fire@cityofmarcoisland.com
To Naples: City of Naples
Attention: Fire Chief Pete DiMaria
835 8th Ave S.
Naples, Florida 34102
17
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Email: pdimaria@naplesgov.com
With copy to: fire@naplesgov.com
A Party may revise who and where notification shall be provided to by providing the other
Party, in writing of such changes, without further amendment to this Agreement.
11. Noncompliance or Default. In the event of noncompliance with any of the terms or
conditions of this Agreement, a Party shall provide the noncompliant Party with written
notice stating the noncompliance. In the event the noncompliant Party fails to remedy
any noncompliance within ten (10) days from the date of receipt of the written notice, the
noncompliance shall constitute a default where the notifying Party may immediately
terminate this Agreement. The District shall remove the noncompliant Partnering Agency
from the Software and eliminate its ability to be an Agency Administrator or user of the
Software immediately upon the failure to remedy any noncompliance as provided for in
this paragraph.
12. Termination; Withdrawal. Except when a default has occurred, as provided in
Paragraph 11, the District may terminate this Agreement by providing ninety (90) days
advance written notice to the other Parties. Except when a default has occurred, as
provided in Paragraph 11, a Partnering Agency may withdraw from this Agreement by
providing ninety (90) days advance written notice to the other Parties. Each Party will be
responsible for its allocation of annual costs as specified in Paragraph 8 herein, including
annual costs for the year in which the participation was terminated. In addition, this
Agreement shall automatically terminate if the Service Agreement is terminated by the
District or the Company. In addition, if a Partnering Agency's governing board did not
authorize the costs owed under this Agreement in its annual budget, the Partnering
18
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Agency shall be deemed to have withdrawn from this Agreement upon notification to the
District. A withdrawal by any Partnering Agency to this Agreement prior to the completion
of the initial term or any Renewal Term shall be effective only with respect to that
Partnering Agency, an amendment effectuating such withdrawal is not required, and this
Agreement shall remain in full force and effect on the Partnering Agencies that have not
provided written notice of withdrawal.
13. Compliance with Applicable Law, The Parties will each comply with all applicable
federal, state, and local laws, rules, regulations, and guidelines related to their
performance under this Agreement.
is
14. Sovereign Immunity. Nothing in this Agreement shall be deemed a waiver of
immunity limits of liability or sovereign immunity of either the District, Immokalee, Greater
Naples, Marco Island, or Naples pursuant to Chapter 768, Florida Statutes, and any
amendment thereto, or other statute or law. Nothing in this Agreement shall inure to the
benefit of any third party for the purpose of allowing any claim, which would otherwise be
barred under the Doctrine of Sovereign Immunity or operation of law. This paragraph
shall survive the termination or expiration of this Agreement.
15. Non-Appropriation. The District's obligation to provide user licenses for the
is
Software under this Agreement and the Partnering Agencies obligation to pay for such
user licenses is subject to the respective governing board authorizing the costs in its
annual budget. The District and Partnering Agencies shall notify the other Parties if their
respective governing board did not authorize the costs owed under this Agreement in its
annual budget within ten (10) days of the adoption of its budget.
19
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16F
16. Dispute Resolution; Remedies; Attorney's Fees. Before the commencement of
any legal proceedings, in the event that the Parties disagree regarding interpretation of
is
this Agreement, or the fulfillment of obligations required hereunder, the Parties must
meet, within thirty (30) days of written request by either Party (the "Initial Meeting"). The
District's Fire Chief and the subject Partnering Agency's Fire Chief or Partnering
Agencies' Fire Chiefs, whichever is applicable, be in attendance at the Initial Meeting.
Should the dispute not be resolved within thirty (30) days of the Initial Meeting, the Chair
of the District's Board of Fire Commissioners and the Chair of the subject Partnering
Agency's or Partnering Agencies' governing board, whichever is applicable, shall meet
within thirty (30) days in an effort to resolve the dispute (the "Secondary Meeting"). If the
dispute Is still not resolved within thirty (30) days of the Secondary Meeting, the Parties
shall initiate the conflict resolution procedure provided in Chapter 164, Florida Statutes.
Should the dispute still not be resolved within thirty (30) days of the dispute resolution
procedure provided in Chapter 164, Florida Statutes, the Parties may then pursue any
other legal remedies. This Agreement may be enforced in any manner authorized by law
and does not preclude any Party from seeking judicial or administrative remedies for
violation of the terms and conditions of this Agreement. Each Party shall bear its own
costs and attorney's fees related to this matter.
17. Governing Law. This Agreement shall be governed by and construed under the
laws of the State of Florida. The Parties agree that venue lies in Collier County, Florida.
If any term, covenant, or condition of this Agreement or the application thereof to any
person or circumstances will, to any extent, be deemed lawfully invalid or unenforceable,
the remainder of this Agreement or the application of such term, covenant, or condition
20
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16F1
to persons or circumstances other than those as to which it is held to be invalid or
unenforceable,will not be effected thereby and each term, covenant, and condition of this
Agreement will be valid and enforced to the fullest extent permitted by law.
18. Severability. If any term, covenant, or condition of this Agreement or the
application thereof to any person or circumstances will, to any extent, be deemed lawfully
invalid or unenforceable, the remainder of this Agreement or the application of such term,
covenant, or condition to persons or circumstances other than those as to which it is held
to be invalid or unenforceable, will not be affected thereby and each term, covenant, and
condition of this Agreement will be valid and enforced to the fullest extent permitted by
law.
19. Authorizations. The Parties represent that the individuals who have signed this
is
Agreement have the actual legal power, right, and authority to enter into this Agreement
and bind each respective Party.
20. Binding Effect. This Agreement will be binding upon and inure to the benefit of the
Parties and their successors and assigns.
21. Assignment. No Party shall assign this Agreement without the express prior
written consent of the other Parties.
22. Waiver and Default. No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party
any contractual right by custom, estoppel, or otherwise.
21
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1 OF
23. Entire Agreement, This Agreement constitutes the entire agreement between the
Parties and, unless otherwise provided herein, may be amended only in writing, signed
by all Parties.
24. Counterparts. The Parties may execute this Agreement in counterparts.
25. Filing. Upon execution, this Agreement shall be filed by the District with the Clerk
of the Circuit Court of Collier County, Florida, in accordance with the requirements of
Section 163.01(11), Florida Statutes.
Entered into this ' day of :GO O r2(/ , 2023.
NORTH COLLIER FIRE CONTROL AND
RESC E DISICT
gvavieda2,62).
Witnes Nor an E. Feder
C air
Entered into this day of , 2023.
CITY OF MARCO ISLAND
Witness (print name)
Chair
Entered into this day of , 2023.
CITY OF NAPLES
Witness Teresa Heitmann
Mayor
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16F1
23. Entire Agreement. This Agreement constitutes the entire agreement between the
Parties and, unless otherwise provided herein, may be amended only in writing, signed
by all Parties.
24. Counterparts. The Parties may execute this Agreement in counterparts.
25. Filing. Upon execution, this Agreement shall be filed by the District with the Clerk
of the Circuit Court of Collier County, Florida, in accordance with the requirements of
Section 163.01(11), Florida Statutes.
Entered into this day of , 2023.
NORTH COLLIER FIRE CONTROL AND
RESCUE DISTRICT
Witness Norman E. Feder
Chair
{ Entered into this f 3 day of ✓/6rtWW,lial , 2023.
is
CITY OF MARCO ISLAND
ess Michael A. McNees (print name)
City Manager
Entered into this day of , 2023,
CITY OF NAPLES
r.:
Witness (print name)
Chair
22
cm))
16f1
23. Entire Agreement. This Agreement constitutes the entire agreement between the
Parties and, unless otherwise provided herein, may be amended only in writing, signed
by all Parties.
24. Counterparts. The Parties may execute this Agreement in counterparts.
25. Filing. Upon execution, this Agreement shall be filed by the District with the Clerk
of the Circuit Court of Collier County, Florida, in accordance with the requirements of
Section 163.01(11), Florida Statutes.
Entered into this day of , 2023.
• NORTH COLLIER FIRE CONTROL AND
RESCUE DISTRICT
•
Witness Norman E. Feder
Chair
}
Entered into this day of , 2023.
CITY OF MARCO ISLAND
fi
Witness (print name)
Chair
•"El t.4.006`(his day of 2023.
CITY OF MAPLES
4 .., ram/ i�r-r
. treterk Teresa Hellmann
• ........., •
Mayor
C
Date: 1 '3
r..�
oY as to form a .
22
BY
Man ,ctty Attorney
f�M
16F1
Entered into this_ I D day of J r , 2023.
GREATER NAPLES FIRE RESCUE DISTRICT
fp�
t � -d
itness ' -r fY�%'- 7 (print name)
Chair
Entered into this day of , 2023.
IMMOKALEE FIRE CONTROL DISTRICT
Witness (print name)
Chair
Fi
23
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v v
16F1
kt
kF
Entered into this day of , 2023.
GREATER NAPLES FIRE RESCUE DISTRICT
is
Witness (print name)
is Chair
Entered into this day of , 2023.
r IMMOKALEE FIRE CONTROL DISTRICT
Witness Pc,-f. rc (print name)
Chair
e
f
li
23
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