#11-5608 (2nd Amendment - Routematch Software, Inc.) SECOND AMENDMENT TO AGREEMENT
#11-5608-NS
FOR
SOFTWARE LICENSE FOR CAT SYSTEM
THIS AMENDMENT, made and entered into on this 2 day of Fear/ 2018, by and
between Routematch Software,Inc., authorized to do business in the State of Fl rida, whose business
address is 1201 West Peachtree Street, Suite 300, Atlanta, GA 30309 (the "RouteMatch") and Collier
County, a political subdivision of the State of Florida, (the "Licensee").
WHEREAS, on October 13, 2010, the County entered into a Software License and Service
Agreement with RouteMatch for certain services related to the use of RouteMatch Software Services
program utilized for scheduling trips on the Paratransit System with an initial customer
support/maintenance fee of$24,148.95 (7 licenses @ $3,449.85 per license) with an annual increase at
the CPI or 2%, whichever is higher;
WHEREAS, on April 12, 2011, Agenda Item No. 16.A.7, the County approved an
Addendum(Amendment#1)to the Agreement to upgrade the current software to the latest version and
move the program to a remote hosted venue at a cost of$33,260;
WHEREAS, on August 28, 2013, a waiver request was granted for the acquisition of the
RouteMatch Certification Module, an additional plug-in module with a cost of$13,180;
WHEREAS, the parties desire to further amend the Agreement to acquire RM Mobile
software module application through RouteMatch,which will allow for the transition from Mobile Data
Terminals (MDTs)to tablets for a total first and second year total of$31,889.75.
NOW, THEREFORE, in consideration of the mutual promises and covenants herein
contained, it is agreed by the parties as follows:
Exhibit C-1 RM Mobile Order Form & Terms and Conditions, attached hereto, is hereby
incorporated into and made a part of the Agreement.
SIGNATURE PAGE TO FOLLOW
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IN WITNESS WHEREOF,the parties hereto, have each, respectively, by an authorized person or
agent, have executed this Amendment on the date and year first written above.
ATTEST: , _
Dwight E. Brock,Clerk of Courts BOARD OF 0 COM •►,.' 'S
COLLIE' OU, Y, r •
By: vi' ' . .-. - „- By: A
yr •':dy Solis,Esq.,Chairman
Dated: 4 ►i ..S 4, IL
(SEAL) Attest as to Chai Tn's
signature only,
Contractor's Wi' esses: CONTRACTOR:
/ RouteMatch Software, Inc.
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EXHIBIT C-
RM MOBILE ORDER FORM & TERMS AND CONDITIONS
"Attached hereto, following this page"
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. )utematch
ORDER FORM
Software licensing
Product Quantity Invoiced Fees
RM Mobile 1 Once,Upon activation $5,000
Subtotal $5 f i
Professional Services
Quantityvoiced Fees =;
Project Management 40 Upon completion $4,400
Travel 1 Upon completion $1,000
Premium Support and Maintenance Year 1 1 Upon execution $9,648
Premium Support and Maintenance Year 2 1 Upon execution $9,648
Subtotal $24,696
Third Party Hardware and Services
Product Quantity Invoiced _
Sygic Mapping Application 27 Upon activation $2,193.75
_ Subtotal, $2,193.75
rustYe4rT'cal ,• $31,889.75
RouteMatch Software,Inc. Colli- , �oa , -
Signature: iii Signature:
OP—riiii•
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Name: Name: Andy Solis, Chairman
Clay Davidson, Dir. of Bus. & Legal Affairs
Terms andtOwditlons.
1.Integration.4his-Ord- _ • ' •• _ . *1 ,201-7-(4iffe4tifve-Date24.20 This Order Form is expressly incorporated into
and governed by terms of the Software License and Services Agreement W11-5608 NS between a.il3eriald i sseeiate-;:
IaeCollier County Board of County Commissionor_c/o Collier Area Transit:and Routematch Software,Inc.("Company")dated
N:au—.;;aer-7-404SOctober 13,2010,as assumed by the Collier County Board of Commissioners("Client") and any and all prior
amendments,change orders or addendums thereto ("Agreement"). In the event of any conflict between the terms of this
Order Form,any Client purchase order,and the Agreement,the terms of this Order Form shall prevail.
2.Modifications. The deliverables are subject to modifications, enhancements, additions and subtractions of functionalities,
features and display form and formats,from time to time("Modifications")at Company's sole discretion.Such Modifications
shall not materially diminish the functionality of the Deliverables provided,and the Deliverables shall continue to perform
according to the description of the Deliverables agreed to in a Request for Proposal in all material aspects.
3.Fees and Payment.First year and Ongoing totals represent only the products and services purchased above.Any future orders
may affect the First Year or Ongoing Totals.Fees may increase annually after the first-second year of the Term no-more-than
10=:with an annual increase at the CPI or 2%,whichever is higher.Pricing is valid for 90 days.Payment terms-are-et 30 days
from—dot—of—invoice.Payments are upon receipt of a proper invoice and in compliance with Chapter 218,Fla Stats,
4.Professional Services.The professional services provided by Company detailed herein shall be performed: (a) in a diligent,
professional and workmanlike manner in accordance with best applicable industry practices;(b)in accordance with this Order
Form; (c) by experienced and qualified personnel with the proper expertise, skills, training; and (d) in accordance with all
applicable laws and regulations. No duties or responsibilities are assumed by Company other than those specifically set forth
in this Order Form.
5.Feedback.From time to time,Client may submit feedback to Company respecting its use of and interaction with the Software,
in the course of its use of the Software,or while receiving hardware installation,support and maintenance,or professional
services ("Feedback"). Client grants Company a perpetual, royalty-free and irrevocable right and license to freely use,
reproduce, modify, adapt, publish, copy, disclose, sublicense, transmit, distribute, create derivative works from, sell and
exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or
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ATTEST
W GNT€E. B,ROC•' ICLERK __ ve pproas t a d legality
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IIS ,V Seo . Teach, Deputy County Attorney
signature only.
otherwise. No Feedback will be considered Client's Confidential Information, and nothing in this Agreement shall limit
Company's right to independently use,develop, evaluate,or market products,whether incorporating Feedback or otherwise.
6.Publicity. Clit_'nt grants Comp. e . - • . .. . . •- .•. :e . - - -- - _ - . - - - - •_
purposes orupany we i a-Rd ins,, - . clic or private communications with exis '• -• '. , .:'-
to Client's stat; 4 y ;,+del s _ •: e . _ • •. _ •
7.License to Client Data. Client hereby grants Company a non-exclusive, non-transferable, royalty-free. worldwide right to use
the electronic data of Client,its customers,and its users,that is submitted or imported by it into the Software in connection
with its use of the Software(collectively, "Client Data")solely and only as necessary for the limited purpose of the Software
performing the services. Client shall own and retain all right,title and interest in and to the Client Data.
8.License to Resulting Data. Company may collect and store analytical and usage data arising out Client's use of the Software
("Analytic Data"). Client grants to Company a limited, non-exclusive, perpetual, worldwide, royalty-free license to use, use,
copy, transmit, sub-license, index, model, aggregate (including with other customers' data), publish, display and distribute
any anonymous information derived from Analytic Data collected during the term of the Agreement solely for(i)purposes of
providing services to Client(including providing to third parties,as necessary),and(ii) benchmarking,analysis, improvement,
reporting on, promotion of and further development of the Software.Company shall not use or disclose the Analytic Data in a
manner which would identify Client without its advance written permission. Company shall store all collected data in
compliance with all applicable laws.
9.Confidentiality.To the greatest extent possible under applicable state law,Client shall treat the pricing information contained
in this Order Form as confidential and protect it from release to the public. Confidentiality of information contained in this
Agreement is subject to the requirements of the Florida Public Records Act, Chapter 119, Florida Statutes and the Florida
Sunshine Law Chapter 256, Florida Statutes.
RM MOBILE SERVICES TERMS AND CONDITIONS
When purchased by Client in an applicable Order Form,Company shall provide Client access to the RM Mobile software module
which connects to and uses the Software over a third-party data network with in-vehicle, mobile data devices under the
following terms and conditions:
1.Functionality. RM Mobile provides real-time mobile data and vehicle tracking system that facilitates communication
between drivers and dispatch that has the below-listed functionality:
• Provides route information;
• Automatic vehicle location and playback;
• Automated dispatching;
• Mobile Data Communication;
• Navigation—Google or Offline,Static Maps;
• Log Arrivals/No Shows/Depart events;
• Two Way Messaging;
• Real Time Manifest Modifications;
• Group Arrive;
• Pre/Post Check List;
• Fare Collection;
• Real Time Data Collection;
• Customizable Prompts;
• Vehicle in Motion Blocker;
• Electronic manifests;
• Estimated time of arrival;
• Real-time trip verification;
• Event history reporting,including breaks,run starts and stops and individual trips;
• Message and alert center.
2.Tablet Replacement Guarantee. For each year during the Term, Company shall provide replacement for up to 10% of the
tablets that fail for reasons outside the Excluded Damages listed in the Hardware Terms and Conditions
3.Network Use and Access.Company shall provide Client with access to a third-party network to connect and use tablet devices
in coordination with the Software ("Network"). Use of the Network is subject to a maximum usage per month or year (as
measured in megabytes of gigabytes)as set forth in an applicable Order Form("Data Maximum").
4.Data Overages.If the Data Maximum is exceeded(each occurrence,an"Overage"),Client shall pay Company the per megabyte
or gigabyte overage rate as charged at the prevailing rate by the third-party carrier at that time within thirty days of receipt of
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Company's invoice for each such Overage. To protect Client from Network Overage charges, if a device experiences an
Overage, Company may prevent continued use of such device by instructing Client to discontinue use of such device or by
using a "lock-down application" to "lock down"the device until Client pays Company for such Overage.
5.Offline Mapping and Lock-Down Applications. To prevent Overages, Company may install, for each Vehicle Device, (i) an
offline mapping solution to serve as Client's exclusive mapping application (the "Offline Mapping Application"), and/or (ii)
a mobile device management application or other"lock-down application".
6.Availability. The Network uses radio and data transmission technologies that may be subject to transmission and service
area limitations, interruptions and dropped calls caused by atmospheric, topographical or environmental conditions, cell
site availability, performance of devices using the software, governmental regulations, system limitations, maintenance or
other conditions or activities affecting Network operation.Not all Network features may be available in all areas.The Network
is only available within the applicable calling plan coverage area and within the operating range of the wireless systems.
7.Permitted Use and Fraud.
(a) Client shall not use the Network for remote medical monitoring without Company's prior, express written
consent. None of the devices using the Network may be permanently located in a roaming area of the Network
provider.
(b) Client shall obtain Company's prior,express written consent before it makes any attempt to install,deploy, or
use any regeneration equipment or similar mechanism (e.g. a repeater) to originate, amplify, enhance,
retransmit, or regenerate wireless service or the Network. Company may terminate Client's lines or this
Agreement if Client violates this subsection.
(c) Client shall use Network only for lawful purposes and shall not send or enable via the Network connection, by
way of example, any SPAM, viruses, worms, trap doors, back doors or timers, nor shall Customer engage in
any mail-bombing or spoofing via Network. Client is responsible for the security of its network and end-user
devices and is responsible for any unauthorized access to the Network
8.Maintenance. Company may limit access to the Network in order to perform maintenance to the service and will use
reasonable efforts to provide Client with prior notice of such maintenance.With reasonable advance notice,Company has the
right to modify and reconfigure the Network as it deems necessary to enhance Client's experience or to safeguard Network
9.Suspension.Company may suspend or terminate Network service to affected lines if Client uses the Network or devices using
the Network: (a) in an illegal or unauthorized manner(including "spamming" or other abusive messaging); (b) in a manner
prohibited by the applicable plan,option,feature or application;or(c)in a manner that has an adverse impact on the Network,
operations or customers of Company or the Network provider.
10.Force Majeure. Any failure of the Network hereunder shall be excused if caused by any force majeure event (including,
without limitation, any severe weather condition, fire, earthquake, riot, war, or insurrection) or by failure of a third-party
Network provider serving a particular area,power failure,national emergency,strike,or other labor disturbance.
11.Limitation of Liability. Company and the third-party Network providers, and each of its affiliates, officers, directors,
employees, and other personnel(collectively,the"Company Parties")shall have no liability to Client:
(a) For any causes of action,losses,or damages of any kind whatsoever arising out of:(a)mistakes,omissions,interruptions,
errors,or defects in furnishing wireless service;(b)failures or defects in the underlying Network provider's systems;or(c)
disabling of related equipment;
(b) For any injury to persons or property, losses (including any loss of business), damages, claims, or demands of any
kind or nature, including,without limitation, use or inability to use the Network, reliance by Client on any data provided
or obtained through use of the Network, any interruption, defect, error, virus, or delay in operation or transmission,
any failure to transmit or any loss of data arising out of or in connection with this schedule. In no event shall Company
Parties be liable for losses, damages, claims, or expenses of any kind arising out of the use or attempted use of, or the
inability to access, life support or monitoring systems or devices,911 or E911,or other emergency numbers or services.
12.NO THIRD-PARTY WARRANTY. CLIENT EXPRESSLY UNDERSTANDS IT HAS NO CONTRACTUAL RELATIONSHIP WITH THE
UNDERLYING NETWORK PROVIDER OR ITS AFFILIATES OR CONTRACTOR AND THAT CLIENT IS NOT A THIRD-PARTY BENEFICIARY
OF ANY AGREEMENT BETWEEN COMPANY AND THE UNDERLYING NETWORK PROVIDER. IN ADDITION, THE CLIENT
ACKNOWLEDGES AND AGREES THAT THE UNDERLYING NETWORK PROVIDER AND ITS AFFILIATES AND CONTRACTORS SHALL
HAVE NO LEGAL, EQUITABLE,OR OTHER LIABILITY OF ANY KIND TO CLIENT AND CLIENT WAIVES ANY CLAIMS OR DEMANDS
THEREFOR.
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