Backup Documents 01/14/2025 Item #16F 2 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 1 6 F 2
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
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 _ l 'S r2.1
4. BCC Office Board of County
Commissioners .5S k l3 f 5I I/16/ZS
5. Minutes and Records Clerk of Court's Office l /
/25
PRIMARY CONTACT INFORMATION /0
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/ Depaituient
Agenda Date Item was (l Agenda Item Number 2.
Approved by the BCC I f-1/25
Type of Document InterlocafiAgreement-Mobility VPN Number of Original
Attached 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 ` 1 N and all changes made N/A is not
during the meeting have been incorporated in tle 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
INTERLOCAL AGREEMENT FOR THE USE of MOBILITY VPNS BETWEEN NORTH
COLLIER FIRE CONTROL AND RESCUE DISTRICT AND BOARD OF COUNTY
COMMISSIONERS OF COLLIER COUNTY
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"), and BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY,
FLORIDA, ("Partnering Agency"), a political subdivision of the State of Florida (hereinafter
referred to as the "County") with the District and Partnering Agency, individually known as
the "Party".
WHEREAS, Section 191.008, Florida Statutes. authorizes the District to establish
and maintain emergency medical and rescue response services and acquire and maintain
rescue, medical, and other emergency equipment; and
WHEREAS, the Partnering Agency has all powers of self-government as prescribed
by Florida Statutes, including the provision of emergency medical services; and
WHEREAS, the District and Partnering Agency presently maintain and operate
emergency service departments, with firefighting, rescue, and emergency medical
equipment; 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
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
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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 Absolute Secure
Access ("Company") through Insight Public Sector (the service agreement and invoice
collectively, the "Service Agreement", attached as Exhibit A), whereby Company deploys
a mobile virtual private network ("VPN") solution to support the District's first responders
and provides security and mobile productivity by maintaining and optimizing connections
to the Collier County dispatch system as District users move in and out of wireless
coverage areas and across various networks; and
WHEREAS, the VPN is a shareable system, meaning additional licenses and VPN
client software may be acquired to allow other government agencies to utilize; and
WHEREAS, the Partnering Agency has expressed a desire to acquire VPNs and
associated software under the District's Service Agreement and to be designated as a
"user"; and
WHEREAS, the District is amendable to allowing the Partnering Agency to acquire
licenses through the District's Service Agreement if the Partnering Agency also agrees to
use the District's anti-virus software ("AV") and its virus detection and response services
("MOR") as any breaches of the system could be detrimental to the District, Partnering
Agency, and other governmental entities; and
WHEREAS, due to the VPN being a closed system with high security, the
Partnering Agency will also be required to utilize the VPN client software; and
WHEREAS, the Parties recognize that the District has or will have agreements
related to the AV and MOR as well as other companies associated with the purchase of
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the VPNs and VPN client software, including Insight Public Sector ("Associated
Agreements") with other companies ("Associated Businesses"); and
WHEREAS, the Parties agree that the District, who is contractually obligated to 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 changes must be
made through the District; and
WHEREAS, the Parties agree that the District who is contractually obligated under
the Associated Agreements to the Associated Businesses, is the sole contact person
between the Associated Businesses and the District related to the Associated Agreements
and all communications to the Associated Businesses regarding changes must be made
through the District; and
WHEREAS, the Partnering Agency recognizes that the District may enter into
contracts with other governmental entities related to the Service Agreement; and
WHEREAS, the Parties agree that the District will have the authority to make VPN
server configurations but that the District will accommodate any request from the
Partnering Agency as long as the District determines that such change will not impact the
District or other government agencies; 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
Agreement, 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:
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1. Recitals. The recitals in the foregoing whereas clauses above are true and correct
and are incorporated by reference in this Agreement.
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 acquiring the VPNs, VPN client software, AV, and MOR (collectively the VPN,
VPN client software, AV, and MOR are the "Software") by the Partnering Agency, 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 23 below with the
Clerk of the Circuit Court in Collier County, Florida ("Effective Date") and continue through
June 30, 2025 unless earlier terminated as provided below. The Agreement will
automatically renew for four (4) additional one (1) year terms ("Renewal Term") unless a
Party provides written notice to the other Party of its intent to terminate at least ninety(90)
days prior to the renewal of the Agreement.
4. District Responsibilities. During the Term or any Renewal Term of this Agreement:
a. The District shall serve as the liaison between the Partnering Agency and
the Company or Associated Businesses, if necessary. The Partnering
Agency does not have the authority to make any changes to the Software.
b. The District shall ensure that the Software updates and revisions ' are
communicated to the Partnering Agency on a timely basis.
c. Upon receiving a request from the Partnering Agency to revise the Software,
the District will submit such request to the Company or
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Associated Businesses and work with the Company or Associated
Businesses to implement such change as long as the District determines
that the requested change does not impact the District or other
governmental entities utilizing the Software.
d. The District shall obtain and provide 3 (three) VPN licenses and
associated AV and MOR licenses, if necessary, to the Partnering Agency for
the use of the Software unless the number of VPN licenses is amended
through the Partnering Agency requesting a revised number of licenses. The
Parties agree that individual components of the Software may not require a
license for the Partnering Agency.
e. The District shall be responsible for the District's use of the Software,
including the use of the Software by District users.
f. The District shall appoint a designated employee for the District to
coordinate with the Partnering Agency's designated employee.
5. Partnering Agency Responsibilities. During the Term or any Renewal Term of this
Agreement:
a. The Partnering Agency shall designate a single employee that will have the
authority to revise the number of VPN licenses or to propose revisions to the
Software. 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. If the Partnering Agency
is requesting support or other services and needs to
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communicate with the Company or Associated Businesses, the Partnering
Agency will work in conjunction with the District to facilitate such
communications, which may include having the District participate in the
initial communication and all or some subsequent communications with the
Company or Associated Businesses. The District may in writing elect to
allow the Partnering Agency to communicate with the Company or
Associated Businesses on a specific support or other services issue without
the District's participation.
b. The only manner in which the Partnering Agency may revise its number of
VPN licenses is to notify the District in writing at least ten (10) business days
prior of it desires to change the number of VPN licenses it has been provided
by the District to the Software under this Agreement.
c. The Partnering Agency shall be responsible for its use of the Software,
including the use of the Software by the Partnering Agency's users.
d. As set forth in more detail in Paragraph 6 herein below, the Partnering
Agency shall annually pay for the cost per license, which includes the VPN,
VPN client software, the AV, and the MOR associated with the number of
VPN licenses provided to the Partnering Agency ("Annual Software Fees")
in accordance with Paragraph 4.d. or as subsequently amended.
e. If the District incurs any additional support fees or other fees as a result of
the Partnering Agency's activities, the Partnering Agency will be responsible
for such fees.
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The Partnering Agency and its users will timely comply with requirements
related to use, confidentiality, and non-disclosure of the Service Agreement.
g. The Partnering Agency shall download uploads and revisions that are
provided by the District within five (5) days of receipt.
6. Payment.
a. Initial Term. The Parties agree that the Annual Software Fees is $150.83
during the initial term, which consists of $118.58 for the VPN license and
VPN client software, $27.59 for AV, and $4.66 for MOR , for each VPN
license. The number of VPN licenses provided to the Partnering Agency in
accordance with Paragraph 4.d., or as subsequently amended, shall be
charged to the Partnering Agency and such fees will not be prorated.
Notwithstanding, if the Company and/or Associated Businesses prorate the
fees during the initial term, then the Partnering Agency's fees shall
correspondingly be prorated. Within thirty (30) days of the launch of the
Software, the District shall bill the Partnering Agency, who shall then remit
payment to the District within fifteen (15) days of receipt.
b. Renewal Term.
i. The Parties acknowledge that the Annual Software Fees may be
increased by the Company and/or Associated Businesses during a
Renewal Term of this Agreement. The District shall notify the
Partnering Agency of any increase in the Annual Software Fees
upon notification by the Company and/or Associated Businesses.
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ii. For each Renewal Term, the Partnering Agency shall be billed the
Annual Software Fees by the District based on the number of VPN
licenses provided to the Partnering Agency in accordance with
Paragraph 4.d., or as subsequently amended. No later than July 15
of a Renewal Term, the District shall bill the Annual Software Fees
to the Partnering Agency, who shall then remit payment to the
District within fifteen (15) days of receipt.
c. Change in User Licenses.
i. If the Partnering Agency increases the number of VPN licenses
provided to it in accordance with Paragraph 4.d., or as subsequently
amended, the District shall bill the Partnering Agency the increased
Annual Software Fees upon receipt of an invoice from the Company
and/or Associated Businesses, 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 VPN licenses
provided to it in accordance with Paragraph 4.d.. or as subsequently
amended, the District shall provide any credit to the Partnering
Agency that the District receives from the Company and/or
Associated Businesses due to the reduction in licenses within
fifteen (15) days of receipt.
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d. Support Fees. If the Partnering Agency requires support from the Company
and/or Associated Businesses 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 Partnering Agency the support fees upon receipt of an
invoice from the Company and/or Associated Businesses, and the
Partnering Agency shall remit payment to the District within fifteen (15) days
of receipt. If the District requires support from the Company and/or
Associated Businesses that are outside of the Service Agreement and for
its own needs, then the District is solely responsible for such fees.
e. Other Fees. If the Partnering Agency adds features or additional services to
the VPN license or associated license(s), the Partnering Agency is solely
responsible for such fees. The District shall bill the Partnering Agency the
additional fees upon receipt of an invoice from the Company and/or
Associated Businesses, and the Partnering Agency shall remit payment to
the District within fifteen (15) days of receipt.
f. Survival. The obligation to pay under this Paragraph 6 survives the
termination or expiration of this Agreement.
7. Insurance. Each Party shall maintain adequate insurance coverage to protect its
own interests and obligations under this Agreement.
8. 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 asfollows:
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To District: North Collier Fire Control and Rescue District
Attention: Fire Chief Eloy Ricardo
1885 Veterans Park Dr.
Naples, Florida 34109 (!,
Email: ericardo@northcollierfire.com
With copy to: ebocock@northcollierfire.com
To Partnering Agency: BOARD OF COUNTY COMMISSIONERS OF
COLLIER COUNTY, FLORIDA
8075 Lely Cultural Parkway, Suite: #267
Naples, FL 34113
Email: Juan.Camps@colliercountyfl.gov
With copy to: Charles.Kammerer@colliercountyfl.gov
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.
9. 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 Partnering Agency from the
Software immediately upon the failure to remedy any noncompliance as provided for in
this paragraph.
10. Termination. Except when a default has occurred, as provided in Paragraph 9, a
Party may terminate this Agreement by providing ninety (90) days advance written notice
to the other Party. In addition, this Agreement shall automatically terminate if the Service
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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 Agency shall provide notice of termination in accordance
with this paragraph.
11 . 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.
12. Sovereign Immunity. Nothing in this Agreement shall be deemed a waiver of
immunity limits of liability or sovereign immunity of either the District or Partnering Agency
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.
13. Non-Appropriation. The District's obligation to provide Software under this
Agreement and the Partnering Agency's obligation to pay for the Software is subject to the
respective governing board authorizing the costs in its annual budget. A Party shall notify
the other Party if its 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 and
comply with Paragraph 10.
14. 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
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meet, within thirty (30) days of written request by either Party (the "Initial Meeting"). The
District's Fire Chief and the Partnering Agency's Fire Chief shall 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
Partnering Agency's governing board 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.
15. 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 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.
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16. 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.
17. Authorizations. The Parties represent that the individuals who have signed this
Agreement have the actual legal power, right, and authority to enter into this Agreement
and bind each respective Party.
18. Binding Effect. This Agreement will be binding upon and inure to the benefit of the
Parties and their successors and assigns.
19. Assignment. No Party shall assign this Agreement without the express prior written
consent of the other Parties.
20. 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. 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.
22. Counterparts. The Parties may execute this Agreement in counterparts.
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23. 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 5th day of July 2024.
NORTH-COLLIER FIRE CONTR2L AND
SCUE DISTRICT
)e-e.dba-yo,i-e-COALCZ) _,, ,—
Witness (/ er Lombardo
it
i
Entered into on this ii day of, ,,,,..1 202/15
BOARD OF COUNTY COMMISSIONERS OF
ATTEST: COLLI COUNTY, FL RIDA
CRYSTAL IS.KINZEL ':CLERK OF
THE CIR'CUIT_CO RT:&
COMPTRO 4
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Burt Saunders, Chairman
, Deputy Clerk
Attest a• to 'hairman S
sig a only
Approve. . o form and legalit :
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ally 'riZt kar
A Stan ounty Attorney \ 7'
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EXHIBIT A
ABSOLUTE SOFTWARE,INC.END-USER LICENSE AGREEMENT FOR NETMOTION MOBILITY,
NETMOTION MOBILE IQ AND,NETMOTION MOBILE IQ FOR SPLUNK
IMPORTANT-READ CAREFULLY BEFORE REGISTERING,INSTALLING OR USING THE
SOFTWARE:
This Absolute Software, Inc. End-User License Agreement("EULA") is a legal agreement between you
(either an individual or a single entity) and Absolute Software, Inc. ("NetMotion") for the enclosed NetMotion
Software products, which includes computer software object code, source code, and associated documentation
("Software"). The terms of this EULA apply to your use of the Software, whether your use is(i)time- limited for
"evaluation"purposes("Evaluation License");(ii)a subscription for a time period certain("Subscription License");
(iii)a subscription for a time period certain utilizing NetMotion hosting services("Subscription Hosted License");
or(iv)a long-term("Permanent License").The Software also includes any updates and supplements to the original
Software provided to you by NetMotion during the term of your license. Any Third-Party Software provided along
with the Software that so requires is licensed to you under the terms of that license agreement as more fully described
below.
BY INSTALLING, COPYING, DOWNLOADING, ACCESSING OR OTHERWISE USING THE
SOFTWARE,YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE TO
THE TERMS OF THIS EULA, DO NOT USE OR INSTALL THE SOFTWARE. IF YOU HAVE PURCHASED
THE SOFTWARE, PROMPTLY RETURN THE SOFTWARE AND ALL ACCOMPANYING MATERIALS
WITH PROOF OF PURCHASE TO YOUR PLACE OF PURCHASE FOR A REFUND.
1.SOFTWARE LICENSE
The Software is confidential and protected by United States and international patent and copyright laws and
treaties, as well as other intellectual property laws and treaties. The Software is licensed to you, not sold, and
NetMotion,its suppliers,and licensors retain and reserve all rights not expressly granted herein.
2. LICENSE GRANT
2.1 NetMotion Invoice. The Terms contained in the invoice issued by NetMotion or its authorized
Resellers,and in any purchase order issued by you and accepted by NetMotion(hereinafter collectively,"NetMotion
Invoice"),are hereby incorporated by reference solely for the purpose of identifying the quantity and type of client
and server licenses and modules purchased,the level of maintenance and support to be provided,the rate at which
such products and services shall be paid,the payment terms applicable to the licensing of such Software and services,
and any express mutually agreed modifications to the terms of this Agreement. The NetMotion Invoice to you
identifies which of the following License Grants apply to you:
2.2 Grant of Evaluation License. NetMotion grants you a limited, royalty-free, non- transferable, non-
exclusive, license to install and use the Software as an integrated product provided that you comply with the terms
and conditions of this EULA. At the conclusion of the evaluation period,you shall be permitted to elect to receive
either a Subscription License,Subscription Hosted License,or a Permanent License,whereupon,upon payment by
you to NetMotion or its authorized Reseller as provided herein,this EULA shall continue to apply to you in full force
and effect with respect to the license you have selected.
2.3 Grant of Subscription License. Upon receipt of payment by NetMotion or its authorized Resellers,as
provided herein,if the NetMotion Invoice indicates that you are receiving a Subscription License,NetMotion grants
you a limited,royalty-bearing,non-transferable,non-exclusive,revocable license to install and use the Software as
an integrated product provided that you comply with the terms and conditions of this EULA. The Subscription
License shall run for the time period set forth in the NetMotion Invoice(hereinafter"Subscription Term")and shall
be renewable as set forth therein. If you do not purchase a renewal for your Subscription License prior to the
expiration of the Subscription Term,your Subscription License will automatically terminate,and this EULA shall
no longer apply.If you wish to reinstate your expired Subscription License,you will be required to agree to the then-
current EULA and/or you may be subject to the payment of additional fees and expenses.
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2.4 Grant of Subscription Hosted License. Upon receipt of payment by NetMotion or its authorized
Resellers, as provided herein, if the NetMotion Invoice indicates that you are receiving a Subscription Hosted
License,NetMotion grants you a limited,non-transferable,non-exclusive,revocable license(i)to install and use the
client component of the Software on your authorized End-User device(s)as an integrated product provided that you
comply with the terms and conditions of this EULA and (ii) to use the NetMotion hosting services (hereinafter
NetMotion Host Services") in conjunction with authorized End-User device(s). You acknowledge that at no time
shall you be entitled to download,distribute,copy,modify,install or otherwise redistribute the server component of
the Software.
The Subscription Hosted License shall run for the time period set forth in the NetMotion Invoice(hereinafter
"Subscription Term") and shall be renewable as set forth therein. If you do not purchase a renewal for your
Subscription Hosted License prior to the expiration of the Subscription Term,your Subscription Hosted License will
automatically terminate,and this EULA shall no longer apply.If you wish to reinstate your terminated Subscription
Hosted License, then you will be required to agree to the then- current EULA and/or you may be subject to the
payment of additional fees and expenses.
Upon expiration of the Subscription Term or termination of the Subscription Hosted License,NetMotion
reserves the right to deny access to the NetMotion Host Services and to withhold,remove and/or discard,delete or
destroy any content or data stored on the host server without notice to you.
2.5 Grant of Permanent License. Upon receipt by NetMotion or its authorized Resellers of payment, as
provided herein, if the NetMotion Invoice indicates that you are receiving a Permanent License,NetMotion grants
you a perpetual,fully paid-up,non-transferable,non-exclusive,worldwide(subject to applicable export restrictions)
limited license to install and use the Software as an integrated product for internal business purposes,provided that
you comply with the terms and conditions of this EULA.
2.6 Grant of Source Code License for Mobile IQ App for Splunk. The Mobile IQ App for Splunk
includes certain proprietary source code files that are confidential and licensed for internal business use only. If you
have a license to install and use Mobile IQ App for Splunk,you may modify the source code files. However,after
any such modification,the source code files will not be supported by NetMotion or be covered by any warranty under
the license agreement. The source code licensed to you under this Section 2.6, is a limited, non-transferable,
revocable license to install and use the modified source code files for the duration of the software licensed to you to
use Mobile IQ for Splunk.The source code license granted in this Section 2.6 does not grant you any ownership or
perpetual rights in the modified source code files and you shall not sell,lease,share or transfer the source code files
to any other party.
2.7 Installation and Use of Server Component. Unless you are operating under the Subscription Hosted
License,you may install and use one copy of the server component of the Software on each Server(s)you are licensed
to use.For purposes of this EULA, "Server"means any computer on which the server component of the Software is
installed or used.You acknowledge that,if you are operating under the Subscription Hosted License,at no time shall
you be entitled to download,distribute,copy, modify, install or otherwise redistribute the server component of the
Software.
2.8 Installation and Use of Client Component. You may install the number of copies of the client
component of the Software for which you have obtained a license on devices solely for your internal use only.
2.9 Access to Database. You agree to provide NetMotion access to the Software data subject to the terms
and conditions set forth in Section 16.
2.10 Reservation of Rights.NetMotion,its suppliers and licensors reserve all rights not expressly granted
to you under this EULA.
3.LIMITATIONS
3.1 Limitations on Use, Modifying, Copying, Publishing and Redistributing. The Software is solely
licensed to you as an integrated product for use in your internal business.NetMotion and its suppliers and licensors
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retain all rights,title,interest and ownership of the Software,and all modifications and copies thereof,including all
copyrights, proprietary rights, and other intellectual property rights therein. Except as expressly provided in this
EULA,you may not,nor permit others to modify,separate out,embed within other products,make copies,publish
for others to copy,or redistribute the Software or the printed materials accompanying the Software for any purpose
outside the scope of this Agreement.You may, if licensed hereunder,make copies of the Software only for archival
and backup purposes and one copy of electronic documentation accompanying the Software for each license you
have acquired for the Software.You must include all applicable copyright notices and other proprietary rights legends
that come with the Software,unaltered and unobscured,in any copies you make.You may keep the original media,
if any,on which NetMotion provided the Software solely for backup or archival purposes. If the original media is
required to use the Software,you may make one copy of the Software solely for backup or archival purposes. You
shall not provide copies of the Software,or any portion thereof,whether integrated or standalone,to any third party.
3.2 Limitations on Reverse Engineering, Decompiling and Disassembly. The Software in both object
code and source code form includes valuable and confidential trade secret information of NetMotion and its licensors.
You may not disclose or modify the Software or make derivative works thereof, reverse engineer, decompile, or
disassemble the Software or otherwise attempt to gain access to the source code for the Software,except and only to
the extent expressly permitted by the terms of this EULA and applicable law notwithstanding this limitation.
3.3 Limitations on Transfer.You may not rent,lease,sell,sublicense,lend or otherwise transfer or assign
your rights or obligations under this EULA to any person or entity without the prior written consent of NetMotion.
Such consent may be conditioned on the payment of additional license fees or the imposition of additional transfer
restrictions.
4.TERMINATION
4.1 Term of Agreement.The term of this Agreement shall commence on the date on which you accept this
EULA and shall continue until the respective license terminates or is revoked and terminated as provided herein.
4.2 Evaluation License. If you have received an Evaluation License,your license to such version of the
Software will terminate the date the Evaluation License times out or expires.
4.3 Subscription License. If you have received a Subscription License or a Subscription Hosted License,
your subscription to the Software will automatically terminate at the end of the Subscription Term unless you have
renewed the subscription before the expiration of the Subscription Term. With respect to the Subscription Hosted
License,upon termination or expiration of the Subscription Term,NetMotion reserves the right to deny you access
to the NetMotion Host Services and to withhold,remove and/or discard,delete or destroy any content stored on the
host server without notice to you.
4.4 Termination. If you violate any term of this EULA,NetMotion may revoke and terminate the license
and rights granted hereunder in this EULA without waiving any other rights.
4.5 Effect of Termination. If your license terminates or is revoked and terminated for any reason, this
EULA automatically terminates and you must immediately cease using and destroy all copies of the Software and
other confidential information, if any, of NetMotion or its licensors, and, on request of NetMotion, certify said
destruction. All amounts paid by you to NetMotion or its authorized Resellers prior to termination shall be non-
refundable.No termination of this Agreement shall in any way affect the rights,duties or obligations of either you
or NetMotion which have accrued prior to the date of such termination.
5.CONFIDENTIALITY
5.1 Definition."Confidential Information"means any information,technical data,or know-how marked or
considered confidential or proprietary by either party to this EULA disclosed by a party("Discloser")to the other
party("Recipient")in connection with the use or provision of the Software that is either marked confidential or would
reasonably be considered as confidential under the circumstances. Despite the foregoing,Confidential Information
does not include information that:(a)is or becomes public through no fault of the Recipient;(b)the Recipient already
lawfully knew; (c) was rightfully given to the Recipient by an unaffiliated third party without restriction on
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disclosure; or(d)was independently developed by the Recipient without reference to the Discloser's Confidential
Information.
5.2 Restrictions on Disclosure and Use. The Recipient will: (a) protect the Discloser's Confidential
Information using commercially reasonable efforts; (b) use the Discloser's Confidential Information only as
permitted by this EULA;and(c)not disclose the Discloser's Confidential Information without the Discloser's prior
consent,except to those persons who need to those affiliates,employees and professional advisors who have a need
to know it and have agreed in writing to keep it confidential on terms comparable to those un this Section. The
Recipient may disclose the Discloser's Confidential Information when and to the extent required by law or legal
process,but only after Recipient,if permitted by law,uses reasonable efforts to notify the Discloser before disclosure
of Discloser's Confidential Information.
b.SAFEGUARDS/AUDIT RIGHTS
You agree to: (i) implement internal safeguards to prevent any unauthorized copying, distribution,
modification or use of the Software; (ii) provide NetMotion written certification of the number of copies of the
Software installed or used on request,and(iii)to allow NetMotion to audit your premises and systems for compliance
with this EULA during regular business hours.NetMotion will pay for the cost of the audit unless the audit shows a
discrepancy in the number of copies of the Software used over the licenses you have acquired, in which event,you
shall pay for the cost of the audit.
7.INDEMNITY
7.1 Your Indemnity Obligation to NetMotion. You hereby agree to indemnify and hold harmless
NetMotion from and against any claim,action,proceeding, loss, liability,judgment,penalty,obligation,damage or
cost,including attorneys's fees,which arise from or relate to(1)your breach of any obligation set forth in this EULA
and (2) your negligent act(s) or omission(s). You will undertake at your cost the defense of any claim, suit or
proceeding with counsel reasonably acceptable to NetMotion. NetMotion reserves the right to participate in the
defense of the claim,suit,or proceeding at NetMotion's expense,with counsel of NetMotion's choosing.
7.2 NetMotion's Indemnity Obligation to You. NetMotion shall, at its cost and expense, defend and/or
settle any claim brought against you by an unaffiliated third party alleging that your use of the NetMotion Service
infringes or violates any third parry's patent, trademark or copyright rights. However, you must (1) provide
NetMotion with prompt written notice of any such claim; (2)agree to give NetMotion sole control of the defense
and settlement of the claim; and (3) provide reasonable cooperation and assistance to NetMotion, at NetMotion's
expense.NetMotion shall not be required to indemnify you in the event of any unauthorized modification or use of
the Software by you under this EULA.
8. EXPORT LAWS; FOREIGN CORRUPT PRACTICES
You acknowledge that the Software is of U.S.origin.You agree to comply with all applicable international
and national laws that apply to the Software, including the US Export Administration Regulations(15 CFR, Parts
730-774), as well as end- user, end-use and destination restrictions issued by U.S. and other governments. The
Software contains encryption and cannot be exported outside the United States or Canada without a U.S.Commerce
Department export license or applicable license exception.You agree that you will not directly or indirectly export,
re-export or import the Software(or portions thereof)other than to Canada,without first obtaining an export license
or determining that a license exception is authorized and applicable and notifying NetMotion in writing of such
export.You further agree that you will avoid any activity that violates U.S.or local laws,including the U.S.Foreign
Corrupt Practices Act.
9.U.S.GOVERNMENT RESTRICTED RIGHTS
The Software is commercial computer software and documentation developed exclusively at private
expense,and in all respects is proprietary data belonging solely to NetMotion. If the Software is acquired by or on
behalf of agencies or units of the Department of Defense(DoD),then,pursuant to DoD FAR Supplement Sections
227.7201 through 227.7202 and its successors (48 C.F.R. 227.7201-227.7202) the Government's right to use,
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reproduce or disclose the Software is subject to the restrictions of this EULA. If the Software is acquired by or on
behalf of civilian agencies of the United States Government,then,pursuant to FAR Sections 2.101 and 12.212 and
its successors (48 C.F.R. 2.101 and 48 C.F.R. 12.212), the Government's right to use, reproduce or disclose the
Software is subject to the restrictions of this EULA.
10.GOVERNING LAW AND ATTORNEYS' FEES
Without regard to the conflict of laws rules,this EULA is governed by the laws of the State of Washington,
USA,and specifically excludes the United Nations Convention on Contracts for the International Sale of Goods. In
any action or suit to enforce any right or remedy under this EULA or to interpret any provision of this EULA,the
prevailing party will be entitled to recover its costs,including reasonable attorneys'fees.
11.LIMITED WARRANTY
11.1 Warranty. For a period of ninety(90)days from the date of shipment or download from NetMotion
of the Software,NetMotion warrants that(a)the unmodified Software will perform substantially in accordance with
the accompanying written materials when used as directed,and(b)the media upon which the Software is delivered
will be free of defects. This Limited Warranty is void if failure of the Software has resulted from modification,
accident,abuse,or misapplication.
11.2 Limited Disclaimer.With respect to the Subscription Hosted License,you understand that,from time
to time, the hosting services MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS
INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. NETMOTION IS
NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING
FROM SUCH PROBLEMS.
12. EXCLUSIVE REMEDY AND DISCLAIMER OF WARRANTIES
Your exclusive remedy with respect to any breach of the Limited Warranty is,at NetMotion's option,either
repair or replacement of the non-conforming Software or return of the pro-rata price you paid for the non-conforming
Software.You must return all non-conforming Software to NetMotion with your proof of purchase to be entitled to
this remedy.Outside the United States,neither these remedies nor any product support services offered by NetMotion
are available without proof of your purchase from an authorized international source. TO THE FULL EXTENT
PERMITTED BY LAW, NETMOTION AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES,
WHETHER ORAL OR WRITTEN,EXPRESS OR IMPLIED,INCLUDING,BUT NOT LIMITED TO,IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-
INFRINGEMENT,WITH REGARD TO THE SOFTWARE.
13.LIMITATION OF LIABILITY
NETMOTION AND ITS LICENSORS WILL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL,
INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR
PERSONAL INJURY,LOSS OF BUSINESS PROFITS,BUSINESS INTERRUPTION,LOSS OF BUSINESS OR
CONFIDENTIAL INFORMATION, LOSS OF PRIVACY, OR ANY OTHER PECUNIARY LOSS) ARISING
OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF NETMOTION OR ITS
LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, THE
ENTIRE LIABILITY OF NETMOTION AND ITS LICENSORS UNDER THIS AGREEMENT AND LIMITED
WARRANTY SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE
THAT CAUSES THE DAMAGE.
14.THIRD PARTY SOFTWARE
The Software may contain or be distributed with software code or products from third parties("Third Party
Software").NetMotion has secured all necessary rights from such third parties to use,distribute and sublicense such
Third-Party Software in conjunction with the Software. Any Third-Party Software so requiring, is sub-licensed to
you under the terms of that Third-Party Software license.The terms of any such Third-Party Software license apply
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only to the specific software code or product of the named third-party and do not extend to any other portion of the
Software licensed by NetMotion or other third-party intellectual property, including trademarks. In any event, the
disclaimer of warranty and limitation of liability provisions of this EULA shall apply to all of the Software.
Applicable Third-Party Software licenses are available at https://netmotionsoftware.com/legal-and-copyright/.
15.ENTIRE AGREEMENT
This EULA constitutes the entire agreement between you and NetMotion with respect to your right to use
the Software,and replaces all other agreements or representations,whether written or oral. Terms contained in the
invoice(s)issued by NetMotion or its authorized Resellers,and in any purchase order issued by you and accepted by
NetMotion or its authorized Resellers,are hereby incorporated by reference solely for the purpose of identifying the
quantity and type of client and server licenses and modules purchased,the level of maintenance and support to be
provided,the rate at which such products and services shall be paid and the payment terms applicable to the licensing
of such Software and services.The terms of this EULA cannot be modified by any terms in any printed forms used
by the parties in performing the EULA and can only be modified by express written agreement and consent of both
parties as set forth in the applicable NetMotion Invoice. If any part of this EULA is held to be unenforceable as
written, it will be enforced to the maximum extent allowed by applicable law and will not affect the enforceability
of any other part. The original of this EULA is in English. If it is translated into another language, the English
language version shall prevail.
16. PRIVACY
16.1 Information Collected. The Software collects network, performance, and usage information from
licensed devices within an End-User's mobile deployment.The types of personally identifiable information collected
vary by the type of device and may include but are not limited to device names,logged-in username,phone number,
adapter serial number,and application names,correlated with location information.For a complete list of information
collected,consult the applicable product documentation.The information is collected from each licensed device and
transmitted via a secure connection to the respective servers operated by the Customer and/or NetMotion, as
applicable.
16.2 Your Use of Information Collected.You understand the Software is capable of permitting you to use
the information identified in Section 16.1 to determine when and where a device has been used, and may also be
used to display maps that show traces,coverage,connections,network performance and other collected information
plotted for one or more devices during a specified time- period. You further understand and acknowledge that
licensed devices contribute information that are individually identifiable and that correspond to the actual date and
time of data generation,enabling review and analysis of collected information.
16.3 Privacy and Access to the Information.Access to personally identifiable information collected and
stored in the Software is only by authorized users via log-in controlled by username and password.Username and
password accounts are established by End-User's Software administrator(s). PDF files, KML location files, and
image files containing personally identifiable information and map information can be configured, exported and
saved by an authorized Software user or administrator. These features are provided by the Software to allow End-
Users to analyze, document and archive the information. These files contain no inherent encryption and contain
personally identifiable information and you agree to take reasonable precautions to properly secure the personally
identifiable information in accordance with End-User's privacy information policies and applicable state and federal
laws.
16.4 Privacy and commitment to security.The Software employs physical,electronic,and administrative
controls to enable End-Users to safeguard and prevent unauthorized access to the information collected.
16.5 NetMotion's Access and Use of Information.You understand and acknowledge that NetMotion may
access and use the information collected as described in Section 16.1 of this EULA as follows:
a.To perform routine maintenance,technical support or help,troubleshooting,debugging of the Software,
quality control checks,product development,research leading to new product offerings,and the like,during the term
of this EULA;and
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b. NetMotion may use the information collected by the Software as described in Section 16.1 for one or
more of the purposes set forth in Section 16 and may share such information with unrelated third parties, provided
however, that NetMotion shall not disclose personally identifiable information to unrelated third parties, unless
required by court order, law,regulation or the like.
c. Privacy notice. The NetMotion online privacy statement is available at
https://www.netmotionsoftware.com/privacy.
Revision Dale.July 19, 2022
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INSIGHT PUBLIC SECTOR SLED Page 1 of 2
Insight.` '• 2701 E INSIGHT WAY
PUBLIC SECTOR CHANDLER AZ 85286-1930
Tel: 800-467-4448
SOLD-TO PARTY 10230314
NORTH COLLIER FIRE RESCUE Quotation
1885 VETERANS PARK DR
NAPLES FL 34109-0492 Quotation Number : D226732021
Document Date : 04-OCT-2023
PO Number
SHIP-TO PO release: : NETMOTION RENEWAL
NORTH COLLIER FIRE RESCUE Sales Rep : Ricardo Pryor
1885 VETERANS PARK DR Email : RICARDO.PRYOR@INSIGHT.COM
NAPLES FL 34109-0492 Telephone : +14804096992
Sales Rep 2 : Janis McCoy
Email : JANIS.M000Y@INSIGHT.COM
Telephone : +18136377048
We deliver according to the following terms:
Payment Terms : Net 30 days
Ship Via : Electronic Delivery
Terms of Delivery : FOB DESTINATION
Currency : USD
quote is valid until November 15, 2023.
Material Material Description Quantity Unit Price Extended Price
NMCOMPCQN_RNW-NCFNETMOTION FULL ACCESS TO THE NETMOTION 85 118.58 10,079.30
Coverage Dates: 16-NOV-2023-15-NOV-2024
OMNIA PARTNERS(COBB COUNTY)IT PRODUCTS AND
SERVICES(#23-6692-03)
List Price: 137.99
Discount: 14.066%
Product Subtotal 10,079.30
TAX 0.00
Total 10,079.30
PURCHASE ORDER REQUIREMENTS:
Quote Number:226732021
Purchase Order Number:
Authorized by/Title: (please print)
Authorized Signature: Date:
Additional signature, where required
Authorized by/Title: (please print)
Authorized Signature: Date:
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Insight ' Quotation Number 226732021
SECrOt Document Date 04-OCT-2023
Page 2 of 2
Thank you for choosing Insight. Please contact us with any questions or for additional information about Insight's complete IT
solution offering.
Sincerely,
Ricardo Pryor
+14804096992
RICARDO.PRYOR@INSIGHT.COM
Fax 4807607266
Janis McCoy
+18136377048
JANIS.M000Y@INSIGHT.COM
Fax +18136377093
To purchase under this contract, your agency must be registered with OMNIA Partners Public Sector.
Insight Global Finance has a wide variety of flexible financing options and technology refresh solutions. Contact your Insight
representative for an innovative approach to maximizing your technology and developing a strategy to manage your financial
options.
This purchase is subject to Insight's online Terms of Sale unless you have a separate purchase agreement signed by you and
Insight, in which case, that separate agreement will govern. Insight's online Terms of Sale can be found at the"terms-and-policies"
link below.
SOFTWARE AND CLOUD SERVICES PURCHASES: If your purchase contains any software or cloud computing offerings
("Software and Cloud Offerings"), each offering will be subject to the applicable supplier's end user license and use terms
("Supplier Terms") made available by the supplier or which can be found at the"terms-and-policies"link below. By ordering,
paying for, receiving or using Software and Cloud Offerings, you agree to be bound by and accept the Supplier Terms unless you
and the applicable supplier have a separate agreement which governs.
https://www;insiht.com/terms-and-policies