Backup Documents 02/27/2018 Item #16D 9 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 16 D 9
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. Risk Risk Management N/A N/A
2. County Attorney Office County Attorney Office
4. BCC Office Board of County A5Co
Commissioners '�
N3-07 -63
p
4. Minutes and Records Clerk of Court's Office
1.11A/
32IY 4:040(
5. Procurement Services Procurement Services
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 Barbara Lance for Priscilla Doria Contact Information 239-252-8998
Contact/Department
Agenda Date Item was February 27,2018 Agenda Item Number 16.D.9 z
Approved by the BCC
Type of Document Amendment 2 Number of Original . o�
Attached Documents Attached
PO number or account N/A 11-5608-NS Software Routematch Software,
number if document is License for CAT Inc. ve
to be recorded System
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A"in the Not Applicable column .. .,ever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. Does the document require the chairman's original signature S AMP 0 N/A
2. Does the document need to be sent to another agency for addition. _'. atures? If yes, N/A
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 BL
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 N/A
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 N/A
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 BL
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip N/A
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 02/27/2018 and all changes made during N/A is not
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 th an option for
Chairman's signature. this line.
1 6 D 9
MEMORANDUM
Date: March 2, 2018
To: Barbara Lance for Evelyn Colon,
Procurement Services
From: Martha Vergara, Sr. Deputy Clerk
Minutes & Records Department
Re: Contract #11-5608
"NS Software License for CAT System"
Contractor: Routematch Software, Inc.
Attached for your records is a copy of the referenced document above,
(Item #16D9) adopted by the Board of County Commissioners on Tuesday,
February 27, 2018.
The Board's Minutes & Records Department has kept an original as part of the
Board's Official Records.
If you have any questions, please feel free to contact me at 252-7240.
Thank you.
Attachment
16D 9
SECOND AMENDMENT TO AGREEMENT
#11-5608-NS
FOR
SOFTWARE LICENSE FOR CAT SYSTEM
n AN
THIS AMENDMENT, made and entered into on this 4. day of itbr p(`) 2018, by and
between Routematch Software,Inc., authorized to do business in the State of Florida, 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
Page 1 of 6
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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,Oak,of Courts BOARD O. OU' Y COM '1' RS
COLLIE' CO ►� Y, • i
BY: ����1 ...Al iNIMBy: A
' :VinA ndy Solis,Esq.,Chairman
,/
Dated:�1 L-j 4* it
(SEAL) `' _:
Attest as to dal' a
signature only.
Contractor's Witnesses: CONTRACTOR:
// RouteMatch Software,Inc.
..w� .. By:
Fi .tWit;ess n e
TType/print witne- ameT TTypeprint signafl'ure and titter
..Q.
S and fitness I
Date
PEPPER Pel-Rw O
TType/print witness nameT
A;.roved a• -, Form .nd eg.lity•
• L_.
Scott R.Teac , Deputy County Attorney
Page 2 of 6 Of
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EXHIBIT C-
RM MOBILE ORDER FORM & TERMS AND CONDITIONS
"Attached hereto, following this page"
Page 3 of 6
16U
gutematch
ORDER FORM
Software Licensing
Quantity 1 ,
RM Mobile 1 I Once,Upon activation 55,000
Subtotal $5,000
Professional Services
Frrodud •L•41'„ Invoiced • R ._. . t. <<
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 "'1"—...!•••_.
Sygic Mapping Application 27 Upon activation $2,193.75
Subto,I $2,193.75
First Ye..rTTal $31,889.75
RouteMatch Software,Inc. Colli Coun• :• d of Co • ,-
Signature: Signature:
.6C___________ - / •
Name: Name: Andy Solis, Chairman
Clay Davidson, Dir. of Bus. & Legal Affairs
Terms and Conditions.
1.Integration.This Order-hum is entered-inteas-ef ,2017(('Effective Date").This Order Form is expressly incorporated into
and governed by terms of the Software license and Services Agreement#11-5608 NS between 1,IeBona1d4i-ansit Ass,ciaie,
IncCollier County Board of County Commissioners c/o Colyer Area l ran:it:and Routematch Software,Inc.("Company")dated
October 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:,f',t second year of the Term rio-r+iefe-than
10%.with an annual increase at the CPI or 2%,whichever is higher,Pricing is valid for 90 days.-Payment-tecrosar -nPt-3Af#ays
frem-dateof-irwei€e.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 Feedba*1Q.any"mapner without any obligation, royalty or restriction based on intellectual property rights or
- Page 4 of 6
€GHTE. tR{�CK.CLEC A prove as t rm a egality!-:
BY
• Att@St as to
ha Scott R.Teach,Deputy County Attorney
signature aniy.
160 9
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. -••- • -- • - - ' -••- - -.••• - ..cc for marketit,�; promotfut,c,,
purpos.. .. • -- _ .. •- -.. _ • . - _ •.•. • . . - . trntial customers,subject
io Client's standard trademark usage guid • . _ ••--
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 RE :s Act, Chapter 119, Florida Statutes and the Florida
Sunshine Law,Chapter 286, 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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