Backup Documents 10/24/2017 Item #16E 4 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 16 E 4
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 routingzlines#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 5j 6
/4 10-07q4
4. BCC Office Board of County
Commissioners v t.<4/ kZSV-\
5. Minutes and Records Clerk of Court's Office (0(250 2:M.pm
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 add'tional or missing information.
Name of Primary Staff Artie Bay Phone Number 252-3756
Contact/ Department
Agenda Date Item was 10/24/17 Agenda Item Number 16.E4
Approved by the BCC
Type of Document Security Agreement Number of Original 1
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? riek
2. Does the document need to be sent to another agency for additional signatures? If yes, AB
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 AB
by the Office of the County Attorney.
4. All handwritten strike-through and revisions have been initialed by the County Attorney's 13) A-
Office and all other parties except the BCC Chairman and the Clerk to the Board i
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
signature and initials are required. -ki"
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. 14\
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 10/24/17 (enter date)and all
changes made during the meeting have been incorporated in the attached document. J�
The County Attorney's Office has reviewed the changes,if applicable.
9. Initials of attorney verifying that the attached document is the version approved by the it*
BCC,all changes directed by the BCC have been made,and the document is ready for the
Chairman's signature.
I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revis:,2. A.15;Revised 11/30/12
16E 4
MEMORANDUM
Date: October 26, 2017
To: Artie Bay, Supervisor
EMS Operations
From: Martha Vergara, Deputy Clerk
Minutes & Records Department
Re: Security Agreement
Contractor: Image Trend, Inc.
Attached is one (1) scanned copy of the document referenced above, (Agenda Item
#16E4) approved by the Board of County Commissioners on Tuesday, October 24,
2017.
The Board's Minutes and Records Office has kept original document as part of the
Board's Official Record.
If you have any questions, please feel free to call me at 252-7240.
Thank you.
16E 4
INFORMATION SECURITY REPORT CONFIDENTIAL DISCLOSURE
A/GPREEMENT
This AGREEMENT dated as of,1`f day of (kikV6Q.-1^ 201-1, by and between
ImageTrend, Inc. ("ImageTrend"),located at 20855 Kensington Blvd.Lakeville, MN 55044, and
Board of County Commissioners, Collier County(the Receiving Party)located at
3299 East Tamiazni Tnl. Ste. 303, Naples, FL 34112
1. Background.
ImageTrend has completed a SSAE16 SOC2 audit and a HIPAA Security Rule Assessment
with NIST 800-53 Mapping report. These reports are available for the Receiving Party to
review. This SOC2 audit and HIPAA Security Rule Assessment with NIST 800-53 Mapping
audit are the result of substantial investment and work by ImageTrend and contains sensitive
and confidential information about ImageTrend's hosting infrastructure.
2. Disclosure of Confidential Information
The ImageTrend Hosting Services SSAE16 SOC2 and HIPAA Security Rule Assessment
with NIST 800-53 Mapping audit report, associated documentation (e.g. policies, procedures,
plans, or other documents related to ImageTrend's overall security posture), and
correspondence from ImageTrend concerning these reports shall be considered Confidential
Information. The Receiving Party shall hold in confidence and shall not disclose to any third I
party any Confidential Information disclosed to it by ImageTrend. The Receiving Party shall
use such Confidential Information only for the purpose of evaluating lmageTrend's Hosting 1
Infrastructure and shall not exploit such Confidential Information for its own benefit or the
benefit of another. The Receiving Party shall disclose Confidential information of the 1
ImageTrend only to its employees and consultants who have a need to know such
Confidential Information in the course of the performance of their duties and who are legally
bound to protect the confidentiality of such Confidential Information. In the case of such
consultants, the Receiving Party shall obtain a written agreement substantially similar in its
obligation to this Agreement from said consultant(s).
3. Protection of Confidential Information.
The Receiving Party shall protect ImageTrend Confidential Information by using the same
degree of care, but not less than a reasonable degree of care, as it uses to protect its own
Confidential Information to prevent the unauthorized use, dissemination, publication of, or
access to, lmageTrend Confidential Information. Dissemination of Confidential Information
known to the Receiving Party shall be limited to only those agents of the Receiving Party who
must know the Confidential Information in order to perform the agent's duties.
1
4. Property Rights in Confidential Information. 1
Confidential Information will remain the property of ImageTrend notwithstanding any specific
contrary provisions of disclosure hereunder. Disclosure of Confidential Information
hereunder shall not be deemed to constitute a grant, by implication or otherwise, of a right or
license to the Confidential Information or any patents or patent applications, trademarks or
copyrights of ImageTrend.
5. Limitation on Obligations.
The obligations of the Parties specified in Section 3 above shall not apply to any Confidential
Information which:
1
a) is otherwise in the public domain at the time of disclosure,or becomes publicly known,in
each case,through no breach of this Agreement by the Receiving Party;provided,
however,that information shall not be disqualified as Confidential Information(i)merely
because it is embraced by more general or generic information which is in the public
domain or available from a third Party,or(ii)if it can only be reconstructed from
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1
16E 4
information taken from multiple sources,none of which individually shows the whole
combination(with matching degree of specificity),its principle of operation and/or the
relevant use or method of use,as applicable;
b) becomes known to the Receiving Party through disclosure by sources who have legally
and rightfully obtained such information and are other than ImageTrend having the rights
to disclose such Confidential Information;
c) is approved for release by written authorization of an officer of ImageTrend;the
information is required to be disclosed by any applicable judgment,order or decree of
any court or governmental body or agency having jurisdiction or by any law,rule or
regulation or stock exchange rule or requirement(provided that in connection with any
such disclosure,the Receiving Party shall give to ImageTrend reasonable prior notice of
the disclosure of any such information pursuant to this exception and shall obtain,to the
extent possible,confidential treatment for such information by any authority requiring
delivery of such information.
6. Return of Documents.
Both parties shall, upon the written request of the other party, or upon termination of this
Agreement, return to the other party all Confidential Information, and any derivatives thereof,
received from such Party pursuant to this Agreement (and all copies and reproductions
thereof). In the case of digitized copies, such copies shall be destroyed and such destruction
shall constitute return of the digitized document(s), However, upon mutual agreement and
after execution of a substantially similar non-disclosure agreement, the Party's attorney(s)
may be allowed to retain certain information solely for the purpose of determining the extent
of the Party's obligations hereunder.
7. Termination.
Either Party may terminate this Agreement at any time. The obligations of Sections 2, 3,4,6
and 8 hereof, however,shall survive termination of this Agreement.
8. General.
a) The Receiving Party shall not reverse-engineer,decompile,or disassemble any software
disclosed to it and shall not remove, overprint or deface any notice of copyright,trademark,
logo,legend,or other notices of ownership form any originals or copies of Confidential
Information it obtains from ImageTrend.
b) CONFIDENTIAL INFORMATION IS PROVIDED"AS IS"WITH ALL FAULTS. IN NO EVENT
SHALL THE DISCLOSING PARTY BE LIABLE FOR THE ACCURACY OR
COMPLETENESS OF THE CONFIDENTIAL INFORMATION. None of the Confidential
Information disclosed constitutes any representation,warranty,assurance,guarantee or
inducement by ImageTrend.
c) This Agreement and a Party's rights,duties and obligations under this Agreement are not
transferable or assignable by that Party without the express prior written consent of the other.
Any attempt to transfer or assign this Agreement or any of the rights,duties or obligations
under this Agreement without such consent is void.
d) This Agreement can only be modified by a written agreement duly signed by the persons
authorized to sign agreements on behalf of the parties hereto, and variance from the terms or
conditions of this Agreement will be of no effect.
e) If any provision or provisions of this Agreement shall be held to be invalid,illegal or
unenforceable,the validity, legality and enforceability of the remaining provisions shall not in
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any way be affected or be impaired thereby.
f) This Agreement is the complete and exclusive statement of the agreement between the
parties as to the subject matter hereof and supersedes all communications between the
parties related to the subject matter of this Agreement.
g) A waiver of a breach or default under this Agreement shall not be a waiver of any other or
subsequent breach or default. The failure or delay in enforcing compliance with any term or
condition of this agreement shall not constitute a waiver of such term or condition unless such
term or condition is expressly waived in writing.
h) In the event of a breach or threatened breach by a Party of any of the provisions of this
Agreement, the other Party,in addition to any other remedies available to it under law,shall
be entitled to an injunction restraining the breaching Party from the performance of acts
which constitute a breach of this Agreement.
This Agreement shall be binding upon the parties hereto and inure to the benefit of the
parties hereto,their respective successors and permitted assigns.
IN WITNESS WHEREOF,the parties hereto have executed this Agreement
effective the day and year first above written.
Board of County Cotnnissioners
Company: Collier County, Florida IMAGETREND,INC.
Address:3 .411, aIru.arni Trl. #303 20855 Kensington Blvd.
1 AO. - . Florida 34112 Lakev' - 'VINE 504. 0 ► '
By: 1 ..1..._!.. : ►AL.:.._
1111'
Name:Penny T-Ar Name: ,4. V,rTn [�,laNO
Title: Chairman Title: . e" .1 II,—.V
Date: 1.4AZ'-\'nDate: WIWI r�LL 0
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'' ATTEST
DWIGHVE.'BROCK,CLERK
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