Agenda 04/12/2011 Item #16A 7
4/12/2011 Item 16.A.7.
EXECUTIVE SUMMARY
Recommendation to approve an Addendum To Software License and Services Agreement
and Customer Support Agreement Between RouteMatch Software, Inc. and Collier
County,
OBJECTIVE: Approve an addendum to the Software License and Services Agreement and
Customer Support Agreement between RouteMatch Software, Inc., in order to upgrade the
software to the latest version and move the program to a remote hosted venue.
CONSIDERATION: Collier County and RouteMatch Software, Inc. entered into a Software
License and Services Agreement dated November 7, 2005, to provide a program utilized for
scheduling trips on the Paratransit system. A separate Customer Support Agreement dated
October 13,2010, was entered into for the annual support and training of the software progranl.
The current version being used by Collier Area Paratransit is RouteMatch version 3.18. The
remote hosting agreement will bring Collier Area Paratransit RouteMatch software current to
version 5.2 and improve inefficiencies within the operations. In addition, licenses will be
obtained for employees that are required to utilize the system for the daily operations.
FISCAL IMPACT: The cost under our current Support and Maintenance agreement for seven
(7) licenses is $24,149 with an 31IDual 2% (or CPI) increase. The new cost under the Support and
Maintenance agreement will total $25,380 for cleven (1 I) licenses. The total cost includes an
annual Hosting fee of $5,880 and an annual Support and Maintenance fee of $19,500. The total
start-up cost for hosting and to purchase four (4) additional licenses is $33260. This cost
includes the annual maintenance fee ($25,380). a one-time fee of $880 for data back-up and
$7,000 fee for the acquisition of the four (4) additional licenses. Should the County request a
disk containing our data in an acceptable format a $150 per hour (2 hours maximum) fee would
be assessed. Funds in the amow1t of$33,260 are available in Fund 427, Project No. 31427.
LEGAL CONSIDERATIONS: This item has bcen reviewed and approved by the County
Attorney's Office, is legally sufficient for Board action and only requires a majority vote-SRT.
GROWTH MANAGEMENT IMPACT: Consistent with Objective 12 of the Transportation
Element of the Growth Management Plan.
RECOMMENDA TION: That the Board approvcs the addendum to the Software License and
Services Agreement and Customer SUPPOlt Agreement bctween RouteMatch Software, Inc.; and
authorize the Chairman to sign the attached addendum.
Prepared by: Michelle Edwards Arnold, Alternative Transportation Modes Department
Director
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4/12/2011 Item 16.A.7.
Attachment(s): 1) Addendum To Software L.icense and Services Agreement and Customer
Support Agreement Between RouteMatch Software, Inc. and Collier County
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4/12/2011 Item 16.A.7.
COLLIER COUNTY
Board of County Commissioners
Item Number: 16.A.7.
Item Summary: Recommendation to approve an Addendum To Software License and
Services Agreement and Customer Support Agreement Between RouteMatch Software, Inc. and
Collier County
Meeting Date: 4/12/2011
Prepared By
Name: CardesoYousi
Title: Administrative Assistant,A Iternative Transportation Modes
3/18/2011 I] :40: 18 AM
Submitted by
Title: Director - Alt Transportation Modes.Alternative Tr
Name: ArnoldMichelle
3/18/201] 11 :40: 19 AM
Approved By
Name: SotoCaroline
Title: Management/Budget Analyst.Transportation Administr
Date: 3/2212011 10:46:57 AM
Name: ArnoldMichelle
Title: Director - Alt Transportation Modes.Alternative Tr
Date: 3/23/20113:58:17 PM
Name: CarterGlama
Title: Manager - Public Transit,Alternative Transportation Modcs
Date: 3124120118:39:18 AM
Name: BetancurNatali
Title: Executive Secretary, Transportation Engineering & Construction Management
Date: 3128/2011 6:53:20 PM
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Name: FederNonnan
Title: Administrator - Growth Management Div,Transportati
Date: 3/291201 ] 9:34:20 AM
Name: MarceIlaJeanne
Title: Executive Secretary,Transportation Planning
Date: 3/3012011 ] 1:27:02 AM
Name: TeachScott
Title: Deputy County Attorney,County Attorney
Date: 3/31120] 14:33:18 PM
Name: Klatzkowleff
Title: County Attorney,
Date: 4/1/20] 15:39:16 PM
Name: StanleyTherese
Title: Management/Budget Analyst, Senior,Office of Management & Budget
Date: 4/2/2011 2:21 :55 PM
Name: OchsLeo
Title: County Manager
Date: 4/21201] 4:17:38 PM
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4/12/2011 Item 16.A.7.
4/12/2011 Item 16.A.7.
Addendum To Software License and Services Agreement and Customer Support Agreement
Between RouteMatcb Software, Inc. and Collier County
This Addendum is made and entered into effective as of April --' 2011 by and between
RouteMatch Software, Inc, a Georgia corporation ("RouteMatch") and Collier County ("Licensee"), a
political subdivision of the State of Florida, collectively referred to herein as the "Parties".
WHEREAS, RouteMatch and Licensee entered into a Software License and Services Agreement
dated November 7, 2005 ("the Original Agreement"), and
WHEREAS, the Parties entered into a separate Customer Support Agreement dated October 13,
20 I 0 ("the Customer Support Agreement"), and
WHEREAS, the Parties desire to add certain additional licensing, and hosting and support
services to the Original Agreement and the Customer Support Agreement as set forth below.
NOW, lHEREFORE, the Parties hereto agree to this Addendum to the Original Agreement and the
Customer Support Agreement:
I. LICENSING AND LICENSE FEES
RouteMatch TS@ License. In consideration of the payment of the license fees and other fees
and expenses set forth below, RouteMatch grants to Licensee a nonexclusive, nontransferable, perpetual
(subject to termination as provided in the Original Agreement) license for the authorized number of
Named Users and Vehicles to use RouteMatch TS@, Licensee agrees that it may allow four (4)
additional designated employees ("named users") access to the Software., for a total of eleven (II) users.
All other terms and conditions relating to the licensing set forth in the Original Agreement are in full
force and effect as to these two additional licenses.
Additional Licensin!! Fees: $7,000 to be paid upon delivery of the licenses.
II. HOSTING SERVICE PROVIDER fHSP) SERVICES
1. Descriotion of the HSP Services. RouteMatch shall, either directly or through a hosting partner,
provide to Licensee access to and use of a Server and the Software, which shall be installed on
the Server (the "System"). In addition, Licensee shall, subject to the terms of this Agreement and
the Original Agreement, be entitled to store and access Licensee's data, infonnation and other
materials ("Content") on the Server for use in conjunction with the Software. RouteMatch shall
provide Licensee with separate lD Numbers to enable the System to identify Licensee and the
users. In addition, RouteMatch shall provide Licensee with its own Passwords, which Licensee
and its authorized users shall use when accessing the System.
2. Svstem A vailabilitv. RouteMatch or its hosting partner reserves the right to perform routine or
standard maintenance on the Server, RouteMatch shall provide Licensee with prior notice of all
server maintenance periods.
3. User License. Licensee shall have a license for Eleven (II) Users to access the System.
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4/12/2011 Item 16.A.7.
4. Service Level A=ent. The Service Level Agreement, attached hereto as Exhibit "A" and
incorporated herein by reference, sets forth the expectations of the parties with respect to each
parties' obligations hereunder.
5. Licensee Oblil!ations.
A. Conmliance with HSP Policies. HSP Policies are written policies of RouteMatch or its
hosting partner that have been delivered to Licensee in advance of the commencement of service.
These policies are dcsigned to help protect RouteMatch, its hosting partner and RouteMatch's
customers having access to the System from irresponsible or illegal activities. End User shall not,
nor shall it authorize or assist others to, abuse or fraudulently use the HSP Services, including but
not limited to the following:
(I) disclose any ill Numbers or Passwords to any third party who has not signed a Non-
Disclosure Agreement with RouteMatch protecting the proprietary nature of information
disclosed or made available during the development of RouteMatcb's and/or Licensee's
Content. Passwords and ill Numbers assigned to Licensee shall be treated by Licensee
as private and confidential information of RouteMatch, and Licensee will not provide any
third party with any Password or ill Numbers, including without limitation those
assigned to Licensee, unless the third party has executed and delivered to Licensee and to
RouteMatch a written agreement with Licensee wherein the third party acknowledges and
agrees that (i) it or he will not use the ill Numbers or Password except as an independent
contractor of Licensee's and solely for and on behalf of Licensee as permitted under the
tenns and conditions of this Agreement; and. (ii) it will not access or attempt to access
any data, information or other materials that may be on the System other than Licensee's
Content.
(2) develop web sites or Content, knowingly or unknowingly, which Licensee should
have reason to believe that RouteMatch or its hosting partner would consider destructive
in nature (i.e. aggressively capture CPU's, memory, and/or input/output to the point
where it is seriously degrading performance of the Server and is inhibiting other
RouteMatch customers' ability to use the HSP Services); or,
(3) provide material which is, in the reasonable opinion of RouteMatch or its hosting
partner, threatening or harassing, obscene or pornographic, profane, abusive, libelous,
unlawful, discriminatory, offensive, or protected by trade secrets. RouteMatch and its
hosting partner, if any, will be indemnified and held harmless by Licensee from any and
all claims and actions, damages, costs, and expenses which arise solely in connection
with End User's Content, or violation of these terms or of any HSP Policies subject to the
limitations of section 768.28, Florida Statutes. RouteMatch and/or its hosting partner
reserve the right to removc Content from its Server which RouteMatch or its hosting
partner, in its reasonable discretion, determines to be in violation of any HSP Policies if
Licensee fails to cure or discontinue the breach of any such policy within ten (10) days of
receipt of written notice of such breach or violation. RouteMatch and hosting partner
reserves the right (0 modify these HSP Policies at any time, provided that they will not be
or become effective as to Licensee until the revised policy is delivered in writing to
Licensee.
B. Content. Licensee will provide and maintain all of its own Content to be stored on the
Server. Content will be provided in a "server-ready" condition, which is a form requiring no
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4/12/2011 Item 16.A.7.
additional manipulation on RouteMatch or its hosting partner's part, unless specifically set forth
in and agreed to in writing signed by RouleMatch.
C. Access to the Server. Licensee is responsible for providing, operating and maintaining
access to the internet necessary to link its computer and/or network to the Server and the System
except and to the extent otherwise provided in writing signed by RouteMatch.
D. Access Eouinment. Unless otherwise provided in this Agreement, Licensee must
provide all telephone, computer, hardware and software equipment and services necessary to
access the Server and System.
E. SUPPOrt of Licensee's Own Network and Content. Licensee is responsible for resolving
troubles within its own localized network unless otherwise provided for in a writing signed by
RouteMatch. Unless otherwise provided for herein, Licensee is responsible for all trouble
resolution services with regard to the Content itself unless the trouble arises from or is related to
problems with the Server itself or the Software.
F. Data. At any time and in writing Licensee can request a disk containing its data in an
acceptable fonnat at the cost of$150 per hour.
G. Hardware Reauirements. Licensee is responsible for providing the necessary hardware
and software required for the software to function. The requirements are listed below.
. WORKSTATIONS
· Operating System: RouteMatch application will at all times remain compliant with
WinXP and Win 7 desktop operating systems
· Processor: Pentium 4 - 2.8GHz, Intel Dual Core, AMD AthIon 2800+ (or higher)
. Memory: 1.0GB
. Video Card: 128MB (or larger)
. Network Card: 100\1000 MB
. 19" LCD Monitor
. Sound Card & Speakers
· UPS Battery Backup/Surge Protection
· Anti-Virus Software
. NETWORK CONFIGURATION
· High Speed Internet Access (OSL, Cable, Tl)
· 100/1000 MB Network using switches (no hubs)
· TCP/IP Protocol (no NetBEUI, lPX, or AppleTalk)
. Network attached Laser Printer
Please note: The network must be configured properly by an onsite network
technician to ensure reasonable responsiveness before RouteMatch conducts the
software installation at the Licensee's site. If you require assistance with Network
Services, please contact RouteMatch at 404-876-5160 or at our hotIine number 1-
888-840-8791, or send an email tosaleslairoutematch.com.
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4/12/2011 Item 16.A.7.
III. HOSTING SERVICE PROVIDER FEES:
HSP Services as set forth above shall begin when the Software is made available to
Licensee on the System (as defined herein) and shall continue for a period of twelve (12)
months thereafter (the "Initial Term"); provided that the parties obligations hereunder
shall be automatically extended for additional twelve (12) month periods (each a
"Renewal Term") unless either party provides the other with at least one hundred and
eighty (180) days notice of non-renewal as provided for in this Agreement. The Software
shall be considered "available" once RouteMatch has installed the Software on the Server
and provided Licensee with valid usemames and passwords which enable Licensee to
access the Software over the internet using a computer which meets the System
Requirements set forth below.
Annual Hostinl! Service Fees; Year 1: $5,880
Licensee shall pay one hundred (100%) of all annual hosting service fees when the
Software has been installed in the centrally hosted server and Licensee has received user
names and passwords which enable each user to access the Software. Licensee shall pay
fees for all subsequent years of Hosting Services upon the anniversary of the Initial
Hosting Tenn.
RouteMatch may increase HSP Services Fees in an amount equal to the Consumer Price
Index in each term after the Initial Tenn, with sixty (60) days advance notice to Licensee.
IV. ADDmONAL CUSTOMER SUPPORT SERVICES AND FEES
I. Uomade. RouteMatch shall upgrade Licensee from the current 3.0 version of the
RouteMatch TS@ Software that it is rwming to RouteMatch 5.x.
2. Post-Imolementation SUPOQrt. RouteMatch shall provide Licensee up to two (2) days
of onsite Professional Services following the upgrade. Such services shall include follow
up analysis and training based upon a review of Licensee's use of the upgraded Software
in real operations.
3. Fees: The Customer Support Fees set forth in the Customer Support Agreement are
hereby amended as follows:
Licensee has paid fees for 2010 Customer Support, which Support will last through the
last day of February, 2011. Licensee shall be invoiced $19,500 on March 1,2011 for its
20 II Customer Support fees. The annual increase for maintenance cost shall be the CPI
or 2%, whichever is lower.
I. DATA BACKVP AND FEES
RouteMatch will provide data back-up and encryption services as set forth below:
RouteMatch will create a script on its site to enable Licensee's data to be backed up and
encrypted. Every morning at the start of Licensee's business day, RouteMatch shall take
a full back-up and will do incrementa! hourly backups into the same file. Every evening,
RouteMatch sbaIl put that day's all-inclusive back-up file on RouteMatch's FfP site.
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4/12/2011 Item 16.A.7
Fees for Data Back-Un Professional services: $880 for creating and configuring a script
to pcrlorm backup and encryption. These fees shall be paid by Licensee upon delivery of
the Professional Services.
All other terms and conditions of the Original Agreement and the Customer Support Agreement
shall remain in force as originally written.
IN WITNESS WHEREOF. the Parties have executed this Agreement effective as of the date first above
written.
Attest:
DWIGHT E. BROCK, Clerk
BOARD OF COUNTY COMMISSIONERS
COLLLER coUNTY. FLORIDA
By:
By:
FRED W. COYLE, CHAIRMAN
Approved as to form and legal suffici
-"
Scott R. Teach
Deputy County Attorney
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4/12/2011 Item 16.A.7.
ROUTEMA TCH SOITW ARE, INC.
~ A..liJ
First Witness
C-lO-'...~C,...2. A. 8 A.....~
By. ~AN, ~~
Signature
By: Elizabeth B. Simons,
Director of Contracts
T%Print witness name
Cl~dt\l
Second Witness
,(fav\c} tyiAh~
Type/print witness name
6
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4/12/2011 Item 16.A.7.
ORIGINAL
Q,
~
Software License and Services Agreement
Between
RouteMatch Software, Inc. and McDonald Transit Associates, Inc.
of I,.,
November ~, 200S
Collier County (McDonald Transit) Software License and Services Agreement-11.03.20051
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4/12/2011 Item 16.A.7.
TInS SOFTWARE LICENSE AND SERVICES AGREEMENT (the "Agreement") is made and
entered into effective as of Nove.mbH ", ,2005 (the "Effective Date''), by and between
ROUTEMATCH SOFTWARE, INC., a Georgia corporation ("RouteMatch") and MCDONALD
TRANSIT ASSOCIATES, INC. ("McDonald Transit"), a Texas Corporation (hereinafter each may be
referred to as a ''Party'' or conectively as the ''Pames'').
WHEREAS, RouteMatch is the owner of the Software (as defined below) which is licensed to
Licensee under and pursuant to the terms of this Agreement and all referenced Exhibits; and
WHEREAS, RouteMatch is the provider of celtain services related to the installation, setup. train;ni
and technical support associated with the use of Software; lffid
WHEREAS, McDonald Transit desires to obtain a license for Collier County Transit ('1-icensce") to
use the Software solely in its business operations and to obtain the Professional Services described
herein, on behalf of Collier County, all on the terms and conditions set fonh in this Agreement.
NOW, THEREFORE, for and in consideration of the l'remises and mutual covenants set forth. herein,
and other good and valuable consideration, the recei.pt and legal sufficiency of which are hereby
acknowledged, tbe Parties hereto agree as follows:
1. Agreement to Purchase,
The parties agree to the following rights and responsibilities:
(a) Purchase of License and Professional Services. During the Tenn (as defined below) of tbis
Agreement. McDonald Transit agrees to purchase from RouteMatch, and RouteMatcn agrees to
provide to Licensee, under the terms of this Agreement, a License to Use tbe Software as set forth in
Section 2 below and the Professional Services set forth in Section 3 below; at ti:le following prices,
fees and expenses:
License to Use Softwarc:
Professional Serviees:
Third Party Software
Estimated Expenses:
Partnership Incentive
$52,350
$24,640
$975
$4.,800
(5%)
Totlll:
$78,630
Third Party Hardware
$8,400
Monthly Hosting Fee
$875
(b) Term. The ohligations of the Parties under and pursuant to tbis Agreement shall became
effective as of the Effective Date and shall remain in effect .s follows:
(1) License to Use Software: PerpetuaL
(2) Professional Services: For twelve (12) months thereafter (the ''Initial Term").
(3) Customer Suppon: For a period of twelve (12) months effective ninety (90) days
after "Go Live" provided that the Parties' obligations under Section 4 of this Agreement shall
be automatically extended far additional twelve (12) month periods (each a "Renewal Term")
an the anniversary date of "Go Li.ve", untess eitber Party provides the other Party with at least
Page 2 or B initials: RM_ Licenl'ee
Confid(1rtlial- Dn No, Disclose
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4/12/2011 Item 16.A.7.
sixty (6()) days written notice of non-renewal prior to the end of the Ini.tial Term or any
Renewa] Term, !is applicable.
The Initial Term together with any Renewal Term shall be the "Tefl:n" of this Agrecment; provided
and so long as Licensee is not in breacb of or default under tbis Agreement or tlris Agreement has not
been terminated pursuantto Exhibit A, and subject to RouteM.atch's righllO increase its fees or rates
as provided herein.
(c) Right to Suspcnd Services. In the event that and so long as McDonald Transit and/o; Licensee
are in breach of or default under the tenns or condi.tlons of this Agreement, RouteMatch may, in its
sole discretion, suspend perfonnance of any of its obligation to provide any of the Services to
Licensee under this Agreement.
2. License to Use Software.
(a) Descrietjen. In consideration of the paym.ent of the license rees and otber fees and expenses
set forth in Section 5 below, RouteMatch granlS 10 Wcensee a nonexclusive, nontransferable, perpelual
(subject. to termination as provided below) license fClr the authorized number of Named Users and
Vebicles (as provided in Section (c) below or in an Amendment to this Agreement signed by the
Parties) 10 use RouteMatch TS"", the RouteMatch Fi"ed Route Disl'lay Modu]e, and rhe RouteMatch
Data Inte1'cl1ange UtilityT'" further described in E1<hibit "En to this Agreement, (lhe "Software") in
machine readable form and the accompanying user documentation identified in Section (b) below,
$ubjoct to the terms and conditions of this Agreement, including Exhibit A.
(b) Documentation. RouleMateh will provide to Licensee the foJlowing user documentation
relating to the Software (the "Docu.mentation"), and a license to use the Documenlation: one (1) hard
copy of the Users Manual will be provided to Licensee upon in.stallation of the .software, and one (1)
digital copy of the Users Manual will be provided to Licensee in Adobe Acrobat PDF format after
installation of the Software
(c) Scone. The Parties agree that Licensee may a!Jow up 10 SeVen (7) of its designated employees
("named users") access to the Software and may manage up to twenty-five (25) vehicles in the
Software.
3. Professional. Services.
In considerati on for McDonald Transit's payment of the fees and reimbursement of expenses as set
forth in Section 5 below aT as otherwise agreed in writing signed by the Parties. RouteMatch sball
provide the following "Professional Services" to Licensee:
(a) Pre-Implementation Planning, RouteMatch will (i) provide project management and pre-
install operations review services and (Ii) create a GIS base mal' fOl: Collier County Florida, Licensee's
one (1) county service, area to be used for customer location, destination location, vehicle scheduling
and routing.
(b) Data Conversion. ROUleMalch will convert Licensce's business dala (customers, addresses,
vehicles, drivers. funding sources, and billing rules) inlo thc Software database for use in operating the
Software.
(c) Software Installation. RouteMatch will install the Software on RouteMatch's centrally hosted
ASP serve:r and tlllIke the Soflware available to Licensee through the internet in a computer network
that meets the minimum facilities and computer requirements described in Exhibit B, attached hereto.
P'\gd of 8
Cnnfitkntinl- Do NQr Di.rclo9~
In;tia!s: RM:_ Ucen~ee_
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4/12/2011 Item 16.A.7.
(d) Hardware. On behalf of Licensee, RouteMatch will purchase and deliver the following
hardware to Licensee's site of operations:
(1) Seven (7) Dell OptiPlex 170L witb the following:
Windows XP Professional
Celeron D 2.4GB:/: Processor
512MB memory
J 7" CRT Monitor
80GB Hard Drive
CD-Rom
Floppy
Keyboard & Mouse
3 year warranty
Integrnted Audio
Integrnted Video (upto 1900x1200)
101100 Network Card
(eJ Trainin.2. RouteMatch will provide up to tbirteen (13) days of training services for six (6) of
Licensee's .represeDlatives, to be conducted by one (1) representative of Roure.Mateh at Licensee's
location of installation, as follows:
(I) Level 1. Initial system administration and user/data entry training, which will occur in
connection with, and at the time of lbe installation of, the Software.
(2) Level II. Softwsre user and report training. wlljeb training will cover such matters as
operational and reporting functionality and refining parameters and operational work
rules.
(3) Level IlL "Go Live" Support consisting of support in real-time, live operations, in
order to verify the accuracy of the client and trip data.
(f) Medicaid SDecification Pile DeveloDment. RouteMatch will develop the specification file
necessary to allow the Data Interchange Utility to cxport data associated with Medicaid customers and
trips in Licensee's business, needed for reporting to Florida Medicaid and/or the Florida
Transportation Disadvantaged Commission.
(g) Fixed Route Disolav Confi~uralion. RouteMatch will configure the Fixed Route .Di.splay
Module to display eight (8) of Licensee's fi~cd routes.
Tbe parties ag.ree thaI a more detailed schedule with all training dates and limes will be fmalized
during the kick-off meeting and set forth in the Project Plan, prepared and delivered to Licensee by
RouteMatch within 30 days of kick-off meeting.
4. Customer SUpJWTt Services.
In. consideration of the payment of the fces and reimbursement of eXpenses as set forth herein, during
the Term, RouteMatcb will provide technical support as follows:
(a) Phone SUDoort. RouteMatch will provide lechnical support by phone twenty-four (24) hours a
day, seven days a week. Customer Support Personnel will be avail.b1e for live consultation from 8:00
AM - 5:00 PM(EST) and win return all caUs within 30 minutes. After hours and emergency support
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Initia1:'i: RM_ Licensee_
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4/12/2011 Item 16.A.7.
will be available via a pager by which, upon licensee leaving a message on the RouteMal'Cl1 Support
Voice Mail. a castomer SUpport technician 1I/1.Il cont""t the customer within 30 minutes. Upon tbe
initiation. of a support cvent, email al.ert notifications wi\! be sent to licensee containing a l1Ilique
tracking identification number.
(b) Uudates. RouteMalch will provide all Updates (llS defined in Exhibit "A") 10 Li.censee
withouL charge. These updates and patches will be provided on CD or other acceptable electronic
means.
(c) Upl!rades. RouteMal'Ch will provide all Upgrades (as defined in Exhibit "A") to Licensee
without charge. These upgrades wiIl be provided on CD or other acceptable electronic means.
(d) Customer SUllDort Websit.. RouleMatch will provide Licensee access through a unique,
secure password to the CUStomer Support Website ("CSW"). The CSW will he maintained for
. customers only and contain JnfonnaLion regarding the Software, Services, and other helpful
infonnation. The CSW will also provide access Lo the most up to date documentation, new case
submittal forms, and available releases. Customers submitting cases or requests through lhe CSW will
recei ve confirmation of receipt within one business hour of submittal.
(e) User Grouos. Licensee will be pemlitted to participatc in regional user groups for Licensee's
region, if a vailab1e, free of charge.
(f) On-Line Traininl! Sessions. Up to five (5) of Licensee's authorized users will be aUowed (0
participate in two (2) web-based, on-linc training sessions each year, Upon Licensee's requ.est
RouteMatch will schedule a training session on the subjeclrnatt.er requested by Licensee at an agreed
upon date and time.
(g) Scheduled Web Traininl! Classes. Each year, RouteMatch will provide up to five (5) of
Licensee's authorized Users access to live (5) of RouteMatch's regularly schedule Web-Training
classes free of charge. RouleMatch will routinely publish a schedule of available training classes and
subjects on the CSW. Additional. acCess can be purchased al the then applicable rate for Premium
Support customer..
(h) Annual User Conference. RouteMatch will hold an Annual Users Conference one time each
year. Licensee's authorized users are eligible to attend the annual RouteMatch User Conference free
of charge. All expenses and costs inclnded those associated with travel, lodging, and meals are not
included.
Fees
Annual Customer Support Fees:
$14,995
RouteMatch may increase customer support fees up to 10% in each te.ITn after the initial term.
5. Payment.
(a) License and Service Fees. McDonald Transit shall pay forty (40%) percent of all License and
Professional Service Fees upon execution of this Agreement; twenty (20%) percent of such Fees upon
completion of Pre-Implementation Planning; ten (10%) of such fees upon the eor.npJetion of the Level
I Training; len (10%) percent of such fees upon the completion of LeveJ II Training; ten (10%) percent
of such fees upon the completion of Level III Training: and the remaining ten (10%) percent of such
fees upon System Acceptance, which shall be when the Software SUbstantially conforms in all material
respects to the specifications sel forth in Exhibit B.
PageS ofB
ConjidenlitIl_ Do Not Disclose
Jnitials: R..~ Licensee
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4/12/2011 Item 16.A.7.
(b) Hardware. McDonald Transit sball p.y .11 Third Party Hardware fees upon delivery of the
hardware to Licensee's location of operations.
(c) Customer SUDDOn. Licensee shall be given unlimited Customer Suppor!, free of charge for
tbe first 90 days after system "00 Live". McDonald Transit shall pay the fees for the first year of
Annual Customer Support 90 days from "00 Live" and Licensee sban pay the fees for all subsequent
years of Annual Customer Support U)lon the anniversary of "00 Live".
(d) Exoenses. The fees set forth above do not include those reasonable expenses RouteMatch
may incur in the delivery of the Software and Professional Services set forth above. RouteMatch.
estimates those expcnses will be $4,800. RouteMatch will invoice McDonald Transit as those
expenses are incurred and McDonald Transil shall reimburse RouteMalcb. according to this
Agreement. RouteMatch will provide McDonald prior written notice in the event it expects expenses
to exceed the estimate set forth above.
(e) Hoslin!!: Fees. McDonald Transil or Licensee shan pay the Monlh1y Hosting Pee at the
beginning of each month the hosting service is provided. RouteMatch will invoice McDonald one
month in advance of each month the hosting service shall be provided.
6. Additional Services,
Provi.ded and so long as Licensee is not in breach of or default under this Agreement, Licensee may
purchase and acquire from RouteMatch additional or elective services at those prices and terms set
forth in Ex.hibit B-3, attacbed bereto; provided that any such purchase shall be evidenced by an
Addendum to this Agreement executod by authorized representatives of both Parties and setting forth
the additional or elective serviccs to be purchased by Licensee and provided by RouteMatch, lIS wcll
as the prices for such services if other than .s provided below. AI.! such additIonal or elective services
shall be provided on an hondy or daily rate basis as set forth below unless the Parties have exeC1lted a
Statement of Work setting fonh the services, deliverables, schedules. specifications, acccptance
crileria and price (a "Statement of Work"). Any Statement of Work sbaJl be an Addendum to this
Agreement and inCOTporate the terms and conditions of this Agreement.
7. McDonald Transit's Obligations.
McDonald Transit shall provide the following labor support to RouteMatch:
(a) General. McDonald Transit shall insure that Licensee names a point of contact representative
(the "Point of Contact") responsible for all communications between RouleMatch and Licensee
throughout the installation, data conversi.on, training, and technical suppon process. The Point of
Contact will be responsible for scheduling all appointments; delivering and =eiving all
correspondence reialed 10 installation, data conversion, training and technical support; and, arranging
commUnications and support from Route.Match representatives, as requested.
(b) Prciect Plan. McDonald Transit acknowledges that time is critical in the performance of the
implementation PrC!icct Plan. McDonald Transit further acknowledges and agrees that any delay in
the implementation due to the acts or omissions of it or Licensee, its employees, subcontractors, agents
and/or client(s) (pers<>os other than Roule.Match representative), shall not constitute a delay in
RouteMatch's performance and shall nOI delay or prevent payment of any amount that would have
been due to be paid to RouteMatch under the contract.
(e) Installation. McDonald T(ansit agree' that aD MSP-cenified IT, manager-level representative,
capable of providing RouteMatch administrative access to aU computers, workstations and servers,
Page 6 of 8 Initials: RM_ Licensee
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EXHIBIT A
TO SOFTWARE LICENSE AND SERVlCES AGREEMENT
BETWEEN ROUTEMATCH SOFTWARE, INC.,
AND MCDONALD TRANSIT ASSOCIATES, INC.
The Software aod DOCWllentation are licensed to License. and the Services are provided to
Licensee under the additional Torms and Conditioos set forth in this Exhibit A, the terms of which are
incorporated into and made a part of the Agreement.
1. THE SOFTWARE IS COPYRIGHTED AND LICENSED (NOT SOLD). ROUTEMATCH DOES
NOT SELL OR TRANSFER TITLE TO, OR ANY OWNERSHIP INTEREST lN, THE
SOFTWARE OR DOCUMENTATION TO LICENSEE. LICENSE~ LICENSE OF THE
SOFTWARE WILL NOT COMMENCE UNTIL LICENSEE HAS EXECUTED THIS
AGREEMENT AND AN AUTHORJZED REPRESENTATIVE OF ROUTEMATCH HAS
RECEIVED, APPROVED AND EXECUTED A COpy OF IT AS EXECUTED BY LICENSEE.
2. Updates and Upgrades
(a) For purposes of this Agreement, the term "Updates" refers to fixes and minor change. to the
Software, which are indicated by internal, incremental numeric changes smaller than "\" unit
(i.e. release 1.1 to 1.2). If and so long as Licensee has paid in full an annual technical support
fee for lhe then current suppan Term of this Agreement, and Licensee is n.ot otherwise in
breach of or default under the tenus of this Agreement. RoueeMatoh shall, at no additional
charge or fee to Licensee, provide Licensee with all Updates issued and disseminated by
RomeMatch.
(b) For purposes of this Agreement, the term "Upgrades" means and refers to maj or e hanges or'
to a new re.l.ase of the Software, including withoutltmitatioo any new major release of the
Software. Upgrades [0 the Software are normally indicated by incremental numeric changes
as "I" whole units (i.e. release 1.0 to 2.0). If and so long as Licensee is not in breach of or
default under the terms of this Agreement, Licensee shall have the riglit to purchase and
acquire from RouteMatch a license to use any Upgrades which RouteMateh is then currently
publishing and offering to Licensee at RouteMatcli's then standard license fee for such
Upgrade(s) and under [he terms of this Agreement or such other terms and conditior>s as
RouteMarch may require with respect to such additional license.
3. Scope of License Rights; RestrictioIlB.
(a) The license granted to Licensee under this Agreement entitles Licensee to u.e, and Licensee
agrees to use, the Software and Documentation sole]y as set forth in thii Section 3(0.) (i)
through 3 (a) (iv):
(i) Store, install and access the Software. in machine readable form, through an internal
network using those computers and software specified by type/model and serial (or planl)
number on Exhibit A, or access the Software via the Internet on one server on]y, but in
either ca.e only for Use by that number of users specified.on Exhibit A and only for the
purpose of serving the internal needs of the business of Licensee;
(ji) In support of Licensee's authorized use of the Software, store the Software's machine.
readable instrnctions or data in, transmit it through, and display it on machines associated
Exhibit "A"
tn.lti~l~: RM_ McDonald Trnnllil_
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with the computer(s) specified in the Agreement;
(iii) make one ropy of tbe Software in maehine-readable, object code form. for nonproductive
backup purposes only, provided that RouteMaWh's proprieUll'y legend is included; and,
(Iv) use Ihe Documentation solely to assist Lieensee in its authorized use of the Software.
(b) The license granted to Licensee under thi.s Agreement does not grant 10 Licensee the right to,
and Licensee acknowledges and agrees Ihat it does not have the right to and that it will not:
(i) copy (e,;cept as expressly pe\'1tlilted in Section 3(a)(3) above), change, disassemble,
decompile, reverse engineer, sublicense, ass.ign, timeshare, sell, give away, loan, rent,
lease, transfer (electronically or otherwise), display, disclose, or provide any third party
with access to or use of, the Software; directly or indirectly create or attempt to create
software that emulates tbe Software; prepare derivative works of the Software: m:
separate the components of the Software;
(iO copy or provide any third party with access to 01: use of any of the Documentation
withoul the prior written consent of RonteMarch;
(Hi) transfer any of Licensee's rights or obligations under this Agreement witbout the express,
advance, written consent of an. offieer of RouteMatch, and then only if: (i) Licensee keeps
no copies of the Software or Documentation; (lil Licensee transfers Lic"nse~s entire
rights and obligations under this Agreement in or to the Software and Documentation;
and, (ill) the transferee agrees in writing to the tet1!1S and conditions of this Agreement,
after which time Licensee wJ1.1 no longer have the right to use the Software. Any
attcmrted transfer or assignment of any of Licensee'. rights or obligatiO.nS under this
Agreement shall be null and void unless it is in full compliance withlnis S~tion 3(b)(3);
(iv) remove any proprietary or copyright legend from any material contained in or on the
Software or the Documentation;
(v) publish or disclose to any third party any reports or Ihe results of any benchmark tests run
on the Software or its component~; or,
(vi) use any trademarks or service marks of RouteMatch.
4. Limited Warranty and Limitation of Warranties.
(a) Subject to Ihe conditions and limitations set forth herein, RouteMatch warrants for a period of
(90 days) immediately following the installation of the Software (the "Warranty Period") that
the Software will substantially conform in all material re$pects to the specifications set forth
in the Agreement, which is attached hereto and .incorporated herein. for the version or release
level of the Software as sel forth in Section 2 of tbe Agreement, or if no such version or
release level i. spel:ified therein. then on the most recent version or release level of the
So'ftware that has been issued and is being licensed by RoutcMatch as of lb.e Effective Date.
Snbject to the provisions and limitations sel forth herein. RouteMatch will correct any sucb
nonconforming Software if Licensee has notified RomeMateh of such nonconformi.ty in
writing within the Warranty Period. RotlteMatch shall not be obligated to correct, cure or
otherwise remedy any such nonconformity in the Software if Licensee has not reported 10
RouleMatcb the existence and nature of such nonconfonnity within the Warranty Period, and
Exhibit "A~l
Jnitlal~ RM_ MCI)onlld Tr;\nl'Oit_
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such nonconformiry cannot be verified.
(b)
The limited warranty set forth in Section 4(a) above does not apply to any Software that has
been repaired or modified by persons other lhan RouteMatch or its authorized agents, or that
has been installed by Licensee or any of its independent contractors other than RouteMatch.
The foregoing warranty is conditioned upon the proper use of the Software in accordance
with the tems and conditions of this Agreement and with RouteMatch's User Manual and
any other written instructions provided by RouteMatch to Licensee, .and in an operating
environment in compliance witb the sp~jflCations and requirements as set forth in this
Agreement. RouteMateh makes no warranty that the Software will meet Licensee's
requirements or operate in combinations with other software or hardware selected by
Licensee, that the operarion of the Software will be uninterrupted or error free, or that all
Software defects will be corrected.
(c)
As Licensee's exclusive remedy fo.r any material nonconfoI1llity in the Software for which
RouteMatch is responsible as provided in this Section 4 and for which RouteMateh is notified
in writing within the Warranty Period as set forth above, RouteMatch shall attempt through
reasonable effort to correct or cure any such reproducible, material nonconfoI1llity by issuing
a software patch, a work-around or bypass. In the event that RouteMarch docs not correct or
cure any such nonconformity after it has made a reasonable effort to do so. or if RouteMatch
determines that it is not economically feasible or reasonable to make such correction,
Licensee's eltclusive remedy shall be (1) a reduction in the license fee paid by Licensee for
the nonconforming Software in an amount mutually agreed upon in writing signed by the
Panics; or (ii) if no such amount is agreed to in writing signed by tbe Parties within thirty
(30) days after RouteMatch hns notified Licensee in writing lbat RouteMatcb has not
corrected or cured a material nonconformity after having made a rcasonable effort to do so,
then Licensee shan have ten (10) days from the end of the such thirty (30) day period within
which to elect, and to notify Rou~Match in writing of its election, to either promptly .return
all copies of the Software and Documentation and obtain a refund of the license fee(s) paid
for such nonconformity, or accept the Software with such nonconformity and with no
reduction in the License Fee(s). Licensee's failure to timely make such an election shall be
deemed to be an election of the latter option.
(d)
EXCEPT AS PROVIDED IN SECTION 4(a) THROUGH (c) OF TBIS EXHlBIT A, THE
SOFTWARE IS LICENSED ON AN "AS IS" BASIS, AND ROTJI'EMA TCH DISCLAIMS
ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES wITH
RESPECT TO THE SOFTWARE AND DOCUMENTATION, INCLUDING ITS
CONDITION, ITS CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION,
THE EXISTENCE OF ANY LATENT OR PATENT DEFEITS, ANY NEGLIGENCE,
AND ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR
USE. FOR GREATER CERTAil'<'TY, ROUTEIvlATCH MAKES NO WARRANTY THAT
THE SOFTWARE WILL OPERATE WITH All APPLICATIONS, UTILITIES OR
OTfiER MEMORY RESIDENT PROGRA.MS.
(e)
RouteMatch shall nol be responsible for any obsolescence of the Software for any reason.
Furthermore, RouteMateb assumes nO responsibility for the use of superseded, outdated or
uncorrected versions of the Software.
5_ Proprietary Protection aDd Restrictions.
Exhibi[ 'lA"
(a) Licensee acknowledges and agrees that the Software and Documentation is the sole property
Tnltial,; RM_ Mcl)onlllld 'rr>'lnsit_
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of RouteMatch ami contains copyrighted. confidential and trade secret information, and that
as between RouteMatch and Licensee, ROllteMlllCh shall have the sole and exclusive
ownership of all right. title and ioterest in and to the Software and Documentalion, (including
ownership of all trade secrets, confidential informatiOll and copyri~hts pertaining thereto).
subject on]y to the rights and privileges expressly granted to Licensee herein by RouteMatch.
Licensee must and will keep the SoftwlU'& and Documentation free and clear of all claims,
liens and encumbrances of any nature whatsoever. Licensee will keep the Software and
Documentation in confidence, and will take aU rea.<onable measures necessary to protect and
maintain tbe confidential and proprietary character of the Software and Documentation.
Furthermore, Licensee will indemnify and hold RouteMatch bann1ess from and against all
losses and damages resulting from any unauthorized or improper disclosure., dissemination or
use of the Software as a result, in whole or in part, of LicenseE;! action or inacu.on.
(b) Licensee hereby authorizes RouteMatch to enter LicenseE;! pre.mises in order to inS'(lect the
Software in any reasonable manner during regular business hours to verify Licensee's
compliance with rhe tenns of this Agr=ent. Licensee will cooperate. fully with
RouteMatcb and promptly p.rovide RouteMatch and its agents with full access to its facmties,
and will engage in 0..0 acts or omissions to hinder or dela)' RouteMatch's accesS to Licensee's
premises and computers or the inspection thereof.
(c) Licensee aclo1owledges that, in the event of Licensee's breach of any of the provisions of this
Agreell)e1lt, RouteMatch will not have an adequate remedy in money or damages.
RouteMatch shall therefore be entitled to obtain an injunction against such breacb from an.y
court of competent jurisdiction immediately upon request. RouteMatclJs right to obtain
injunctive relief shall not limit its right to seek fu.rther remedies.
(d) If a third party claims that the Software or Documentation infringes any parent. copyright,
trade secret, or any similar intellectual property right, RouteMatch will defend Licensee
against such claim at RouteMatch.s expense and will pay all damages that a court finally
awards, provided that Licensee promptly notifies' RouteMatch in writin.g of the daim,
cooperates fully with RouteMateb in the defense of any sw:h claims. and allows RouteMatch
to controllbe defense thereof andlor any related settlement negotiations. If such a claim is
made or appears possible, RouteMatch will. at it option and expense, either: (i) procure for
Licensee the rigbt to continue using the Software andlor Documentation; eil) replace or
modify the Software or Documentation so that it becomes nOll-infringing; or. eiii) if il is not
pOSSible or in RouteMalch' s sole discretion is not economically feasible for RouteMarch to so
procure such right or so replace or modify the Software, require Ihe return of the Software
and upon such relurn repay to Licensee the unused portion of the applicable license fee
amortized over a five (5) year period from the Effective Dale and any annual technical
support fees paid by Licensee for the remainder of the then current Term for such technical
support services. However, RouteMatch shall have no obligation for any claim based on
LiceruseE;! modification of the Software or Documentation or its combination, opetati on or
use wilb any product, data or apparatus not specified or provided by RouteMatch. THIS
PARAGRAPH STATES ROUTEMATCF(S ENTIRE OBLIGATION TO LICENSEE WITH
RESPEG:r TO ANY CLATM OF \NFR!NGEMENT.
6. Fees Bnd Reimbursement of Expenses. McDonald Transit or Licensee shan pay to RouteMatch
those fees and reimburse RouteMatch for those expenses as and when set forth in lbe Agreement.
In the event that there is no due date set forth in the Agreement, all invoices will be due and
owing within forty.five (45) days of me date of the invoice 01', with respect to McDonald Transit,
nO later than five (5) days of receiving payment from Licensee. ]0. the event that Licensee fails to
Exhibit "A" 'nitial" ~ McOon,ld T..nsit_
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pay any amounts owed to RouteMatch bereunder on or before tbe due date therefote, all unpaid
amounts will accrue interest at the rate of 1.5% per month thereafter until paid, and Licensee shall
reimburse RouteMatch for all costs alld reasonable attorneys fees incurred by RouteMat.cb by
reason thereof.
(a) All fees and cbarges are exclusive of all taxu. Except and to the extent tbat Licensee has lax
exempt status and is not subject to the payment of taxe', Licensee is solely responsible for
payment of any and all taxes, including ,ales or use taxes, intangible taxes, and property ta>:es
resulting from Licensee's purchase or acceptance of the license granted berein. Licensee's
possession and use of the SoftwlU'e, or from any of the services that RouteMatch may provide
to Licensee under and pursuant to this Agreement, exclusive of taxes based on RoureMatch's
income.. If Licensee is exempt from the obligation to pay taxes Licensee sball provide
RouteMatch with evidence of such taX exempt status as reasoD.ably required by RouteMatch.
7. T.ermination.
(a) NOCWithSlallding any provision. of this Agreement to the contrary, either Party may terminate
this Agreement, and all licenses granted to Licensee ullder this Agreement, upon written
notice to the otber Party (the "Breaching Party") in the eV"'lt of a breach of any of tbe terms
or conditions of this Agreement by such .Breaching Party that is not cured by ,uch Breaching
Party as follows: (1) within ten (10) days after its receipt of written notice of any breach with
respect to the payment or nonpayment of any fees or other monies that are due and owing
under and pursuant to tlris Agreement, provided however, that a areaching Party shall only
have the right to cure any such monetary breach once within any twelve (12) month period.;
or (ii) within thirty (30) days after any breacb of any term or condition of this Agreement
other than the payment or nonpayment of monies owed.
(b) Upon the te.rrnination of this Agreement for MY !'Cason, Licensee shall promptly pay to
RouteMatch al1 then due and oUlStanding amounts owed by Licensee to RouteMatcb under
this Agreement, and all rights granted to Licensee will .rerminare and revert to RouteMatch.
Promptly upon termination of this Agreement, for any rea.son or upon discontinuance or
aband~ment of Licensce's possession or Use of the Software. Licensee shall rerum or
destroy, as r"'Juested by RouteMaoch, all copies of the Software and all Documentation in the
possession, custody or control of Licensee and all other mareriaJs pertaining to the Software
(including all copie, thereof). Licen.see agrees to and shall certify to RouteMatch in writing
and under oath Licensee's compliance with all of the tcrm, and conditions of this Section
7(ii) promptly upon RouteMatch's request for the same.
8. Limitation of Liability.
(a) EXCEPT FOR ANY LIABILITY ARISING UNDER SECTION 5(d) ABOVE, THE
CUMULATIVE LIABILITY OF ROUTEMATCH TO LICENSEE FOR ALL CLAIMS
RELATlNG TO THE SOFTWARE AND THrS AGREEMENT, INCLUDING ANY
CAUSE OF ACI'ION SOUNDING IN CONTRACT, TORT OR STRICT LIABILITY.
SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL LICENSE FEES PAID TO
ROUI'EMATCH HEREUNDER. TIDS LIMITATION OF LIABILITY IS INTENDED TO
APPLy WrrnOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS
AGREEMENT HA VB BEEN BREACHED OR HA VB PROVEN JNEFFBCTIVE.
ROUfEMATCH SHALL HAVE NO LIABILITY FOR LOSS OF DATA OR
DOCUMENTATION. IT BEING UNDERSTOOD THAT LICENSEE IS RESPONSffiLE
FOR REASONABLE BACKUP PRECAUTIONS.
Exhibit "A"
tuitial's: .RM_ McDom'lld TnUI..!ILt_
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(b) IN NO EVENT SHALL ROUTEMATCH BE LIABLE FOR ANY LOSS OF PROFITS;
ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES; OR
ANY CLAlMS OR DEMANDS BROUGHT AGAlNST LICENSEE, EVEN II'
ROUTEMATCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS OR
DEMANDS. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO
APPLY WITHOUT REGARD TO WIiETHBR OTHER PROVISIONS OF THIS
AGREEMENT HA VB BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
9. Costs of Litigation. If any action is brought by either Party to this Agreement against the other
Party regardini the subject matter hereof, the prevailing Party shaD be entitled to recover, in
addition to any other relief granted, reasonable attarneys fees and expen~es of litigation.
10. Export and GovernIllent Use Restrictions. Licensee agrees that it will not e"port or re-export
the Software, any part thereof, (the foregoing are referred to as the "Restricted Components"), to
any country, person or entity subject to United Slates export restrictions. Furthermore, Licensee
agrees to comply with al] of the export and re.export restrictions and regulations imposed by the
governmentS of the United States and/or any country to which the Software is shipped. Use,
duplication or disclosure by the government is subject to restrictions as set forth in DFARS
252.227-7013 or the Commercial Computer Software. Restricted Rights at 48 CFR 52.227-19.
The te.IT.l1S of this Section shall survive the termination or expiration of this Agreement.
11. Incorporation of otber Software. The Software may incorporate material or components which
are owned by third parties and which are used by agreement between RoutoMatcb and sueh third
parties. Licensee aeknow]edges and agrees that any third party owner of such materials or
componentS is a direct and intended third party bcneficiary of this Agree.rnent who may enforce
this Agreement directly against Licensee.
12. Assignment. This Agreement shall be binding upon and shaD inure to the benefit of and be
enf'Orceable by the parties and their respective successors and perm.itted assigns. Except as
otherwise provided herein, this Agreement may not be assigned by licensee without the prior
written con.sent of RouteMatch and upon payment of an assignment fee.
13. Severability. Should anyone or mOre of the provisions of this Agreement be detennined to be
invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions hereof shall not in any way be adversely affected or impaired thereby. The
Patty shall endeavor to replllce the invalid, illegal or unenforceable provisions with valid
provisions the economic effect of which comes as dose as practicable to that of the unenforceable
provisions.
14. No Third Party Rights. Except as othcrwise expressly provided herein. the representations,
warranties, covenants and agreements contained in this Agreement arc for the sole benefit of the
Parties and their respective successors and permitted assigns, llIld tbey shall not be construed as
conferring any rights on any other persons.
Exhibit" A"
In.it1D.I,: RM_ McDonald Tnl\uil_
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EXHIBIT B . 1
To. Software License and Services Agreement BetWc<lD
RouteMatch Software, Inc. lUld McDonald Transit Associates, Inc.
RouteMatch TS"" Product Descriutio.lI
The follo.wing is a descripticn cf the all features and functienalities included in yo.llr RouteMatcb. TSTM
license and deliverable under the Agreement:
Customers _ Tbe Rout.eMatch TSTM Customers function allows authorized users to view, add, edit,
delete, and search for customer data. Each customer record consists Df the fcllowing requirod
infonnation: firstIJast name, address, associated service, and Mcbility Type. Each customer reccrd may
also. include the fcUowing opticnal infcnnatien: primary phDne and extension: secondary phone and
cxtension; social security number; inte.rnallD; birthday; indicatien cf whether elderly; language; emai]
address; oemments; load and unload times; indio.ticn.ef whether auendont is required for trips; and
indication of whether customer is currently active.
Authorized users are also. allowed to view a list ef all customers; refresh the Custemers functicn display
in case of modifications; view requested. scheduled. and verified trip information by dare, along with the
abillty to. search for customer names and navi.gate directly to the highlighted lIip in the RouteMatch TSTM
Scheduling function; and print detailed customer informaticn, including last modified date; print date;
customer's name, address. phcne, email address, social security, Internal ID, birthd.y, language, race,
mobility. attendant required, and currently aotive (yeslne); and comments
Authm:i:red users are also allowed to. manage additional custDmer information as follows:
. Billing Inf4lnnBtion - the RoutcMatch TST!>f Customer Billing Information functiDn allows
authDrized users to. view, add, edit, or delete data for one or more funding source. The fcllowing
data elemonts are required: funding scurce name and expiration date; Trip Accounting Type,
including indications fer flat fee or per vehicle mile charge, with ameunts fcr individual, shared
reve.nue Dr shared SeT"jce; indication of per vehicle heur oharge, with amcunts for individual,
shared revenue or shared service. Each Customer Billing Information record may also. include
the following optionai infcrmation: agency requirements or comments; number of trips allowed
per day, mcnth, week, or year; trip purpose; and indication of whether the custemer will pay.
. Eligibility _ the RoutoMatch TS"" Eligibility function allows authorized users to view, add, edit,
or delele data for one or more eligibility Programs. The Customer's ID and name are displayed
for each eligibility recDrd. Tne follcwing data elements may also be specified: program ID;
Program Name; indicatien of whether lhe eligibility status is permanent; application/Certification
infcrmation, including Verification Sent Date; Renewal Date; Ce.rtification Date; Certification
Expiratien Dale; Application Received Date; Verificatien Received Date; Registraticn Date,
Certification Rejeotion Date; and comments.
. Eme.rgency Contact - the RouteMatcb. IS"'" Emergency Ccntact function allows authorized
users to view, add, edit, or delete infDrmation about one or more emergency contaclS for a
customer, The fcllewing data elements are required for each Emergency Centact record: first/last
name: relationship; and telephone number and extension- Ccmments may also be inclucled with
each record.
Exhibit B-1: Product Descriptien
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. Customer Servlee Needs - the RouteMatch TST!.! Customer service Needs fWlctlon allows
authorized users to view, add, edit, or delete information about eme or more service needs for.
customer. The Customer's ID and name are displayed for each Customer service record. Tbe
following data eletnents are required: serv.ice need; and indication of whether service is
permanent. Comments may also be included with each record.
. Customer Medical. the RouteMatch TStM Customer Medical function allows authorized users
to view, add, edit, or delete information about one or more medical needs for a customer. The
Customer's ID and name are displayed for each Customer Medical record, The Medical Type is
required. Doctor's frrstllast name and phone number, and cammenlS may also be included with
each record.
. Customer Disability. the RouteMatch IStM Customer Disability function allows autborized
users to view, add, edit. or delete information about one or more service needs for a customer.
The Customer's ill and name are displayed for each Customer Disability record. Tho following
data elements are required: Disability Type; and indication of whether the disability is permanent.
Comments may also be jncluded with each record.
Vehicles - The RouteMatch TSTh( Vehicles function .o1lows authorized users to view, add, edit, del.ete,
and search for vehicle data. Each vehicle record cons.ists of the fonowing required information: internal
Vehicle JD; vehicle type; associated service; and total capacity. Each vehicle record may also include the
following optional infQl'lrultion: VJN number; License Plate/State; vehic.le !D, including make, model,
color, and year; cost tracking information, including Operator cost/mile and Pullout cost; the number of
standard seats, wheel chairs, wheel chair ties, and car seats: indication of whetber there are low floors;
indication of whether the vehicle is available, including the datc and time; and valuc.s for Default Garage
Staps, including garage pull-out time, garage pull-out time, pull-OUI address, and pull-in address.
Authorized users arc also allowed to view a Ust of all vehicles; refresh the Vehicles function display in
case of modifications; copy data from an e)',isting vehicle to facilitate adding a new vehicle; and print
detailed vehicle data, including Internal JD, service name, vehicle's description, type, and VIN; sct
capacity information, Including total capacity, number of standard seats, wheelchairs, car seats, and tie
downs; set indication of whetheT there arc low floors; set vehicle availabllity on or off, and automatically
unscheduled all trips, breaks, and runs if necessary: pullout cost; available lime; pullout address; and
return address.
Drivers - The RouteMatch TSTlol Drivers function allows authorized users to view, add, edit, delete, and
search for driver data. Each driver record is required to include the firstllast name and address. Each
driver record may also include the following optional information: phone number and extension; social
security number; internal ID; License number; state; hire date; termination date; comments; inform.tion
about the weekly schedule, including availability by day ofwcek, start time, end time, and comments; and
emergency contact infonnation, including first/last name, phone number and extension, relationship, and
comments.
AUlhorized users are also allowed to view. list of aJ.] drivers; refresh the Drivers function display in case
of modifications; and print detailed driver data, including the Last Modified date; print date; driver
infonnalion including- name, phone number, internal JD, License number; state: hire dale; tennination
date; comments; infoIIl1ation about the weekly schedule, inc1udi.ng availability by day of week, start time,
end time, and com~nts; and emergency contact information, including phone number, re]ati<msbip. and
comments..
ExhibIt B-1: Product Description
Page 2 of 14
Packet Page -1708-
4/12/2011 Item 16.A.7.
Trins- Tbe RouteMatch TS"" Trips functioollUows authorized users to view, add, edit, delete. and search
for customer trip request data by date. Each trip request record cooslsts of the following required
information: assigned service, pickup location; dropoff location: timing preference (pickup or dropoff);
requested time; estimated load/unload times; mobIlity type; number of attendants, guests, and car seats;
and fundill! source. Each trip request record may also include the following optional information: trip
type. trip purpose, billing category. comments; and indication of whether the trip recurs on other
weekdays (a "standing order"). and it's effective and until dates.
Authorized users are also allowed to view a list of all customers and their trip requests by date; refresh the
Trips function display in case of modifications; copy data from an existing trip record to facilitate adding
of a new trip request; specify a new trip request as the return trip of an existing trip request record: cancel
a trip request for cun-ent day only; delere trip request for current day only; delete n:ip request record for all
applicable days of a standing order; and view requested, scheduled, and verified trip information by date.
along with the ability to search for customer names and navigate directly to tbe highlighted trip in the
RouteMatch TST'" Scheduling function.
Seheduline: _ The RouteMntch TS'Thl Scheduling function allows authorized users to manage vehicles'
schedules. Functionality is centered around five main sub-functions:
.
Manage Scheduled Trips - authorized users are allowed to manually schedule a run to a vehicle
for a given date, for the current day only or for the current weekday forwaro: search for a
scheduled trip or vehicle by name; unschedule a run from a vehicle for the current day only, or
for the current weekday forward: modify run properties, including the service, name, slart time. or
end time; manually schedule one or more trips to a vehicle for the current day only. the cw:ren.!
weekday forward, or for all applicable days (for standing orders); unschedule one or more trips to
a vehicle for the current day only, the current weekday forward, or for all applicable days (for
standing orders); move one or more trips to a different vehicle; commit the schedule for one or
lIlOre vehicles for this weekday forward; cancel a trip for the current day only; delete a trip for the
current day ooly or for all applicable days forward (for standing orders); navigate directly to the
RouteMntch TS'Thl Trips management function; or display customer and trip details including
name, telephone, funding source, mobility I)'pe, service, pic.kup and dropoff addresses, requested
time, early time, late time. attendants, guests, and load and unload times.
.
Manage Umil:heduled Runs _ authorized users are aHowed to add a new run to a service; search
for a trip or run by name: manually schedule one Ot more unscheduled trips to a run for the
current day only or for this weekday forward; unsched.ule one or more scheduled trips from a run
for the current day only or for this weekday forward; display aU trips SCheduled to a run; shift run
and all trip times backward or forward a specified number of minutes; delete a run for the current
day only or for this weekday forward; display run properties; or display unscheduled customer
and trip details ine1ud;ng name. telephone. funding source, mobUity type, service, pickup and
dropoff addresses, requested. time, early time. late time, attendants, guests, and load and unload
times.
.
Mllnage Unscheduled Trips - autborixed users are allowed to manually scb.edul~ onc or more
trips to a run; manually schedule one or mare trips to a vehicle; search for a trip or vehicle by
name; cancel a trip for tbe current day only; delete a trip for the current day only; delete a trip for
all applicable days (of a standing orde.r); display lr.l.p request and customer including name,
relephone. funding source, mobility type. service, pickup and dropoff addresses. requested time.
early time, late time. attendants, guests, and load and unload times.; or navigate directly to The
Trips management function.
Exhibit B-1: Product Description
Page 3 of 14
Packet Page -1709-
.
Manage G<!ograpbic .Data - autho.rized users are allowed Ie view a graphical map of the
provider's service region; zoom in on specific areas for greater resolution of map details; zoom
out of specific areas; manually move the map image in any direction as desired; view detailed
properties of any image element of the map; request that the map be displayed in ''full extents"
default mode;
.
Optimize Schedules - RouteMatch TS"" provides authorized users with the following functions
related to automatically optimizing vehicle's schedules for a given day:
o Run RouteMs.tch Scheduling Engin."" - authorized users are allowed to automatically
genen-te schedules for one or more services, one or more vehicles, and/or one or more runs.
Options available for optimization include the ability to optimize currently scheduled trip
times; remove CUlTent schedule and re-optimize; insert unscheduled ttips where possible.
Advanced user options include the ability to request any combination of the following: keep
scheduled trips on same vehicles; keep SCheduled trips at same time; attempt to insert
unscheduled trips; allow trips on any service; only schedule trips on runs, and schedule trips
around runs.
o Show .Reoommendations - authori.zed users are allowed, for a selected unscheduled trip, to
request a list of av:Ul.able vehicles for that tri.p, sorted by impact; search tile resulting list for.
vehicle by name; display trip scheduling properties, including custOtne1 name, trip type,
pickup address, drapoff address, requested time, load/unload times, mobility type, attendants,
service, and funding source; and schedule the trip onto a recommended vehicle for the curreN
day only, for the current weekday only, or for all applicable days (for a standing order)
o Show Vehicle Capacity - authorited users are allowed, far a selected vehicle. to request
whether sufficient capacity exists for trips scheduled to it
D View Summary Statistics - authorized userS are allowed to view and print statistics from the
maS! recent schedule optimization, including available vehicles, used vehicles, available trips,
scheduled trips, unscheduled trips, service hours, totai houts, service miles, total miles, batch
efficiency, warnings, errors, and batch run lime in. second.s. Also, statistics far each vehicle
include the run !D, service description, vebiele ill, first pickup time, last dropoff time, break
minutes, vch.icle service hours, vehicle total hours, vehicle service miles, vehicle total miles,
vehicle trips, and vehicle efficiency.
o Vi.", Unscheduled Trip Statistics - authorized users are allowed to view and print, from the
mast recent schedule optimization or Show Recommendations request, descriptive
explanatiQ1)s of any trips that could not be scheduled, and descriptive explanations of any
errors or warning messa.ges.
In addition to tbese sub-functions, the RouteMatch TSTM SCheduling function allows a.uthorized users
to refresh the display in case of data modifications; create a new ron; create a new Break on a vehicle;
view requested, scheduled, and verified trip information by date, along witb the ability to searcb for
customer names and navigate directly to the highlighted trip in the RouteMatch TSTI' Scheduling
function; request rhat the geographic map be. displayed along with the scheduled trips, unscheduled
trips, and unscheduled runs data; request to shaw or hide scheduled trips; request to ,how or hide
unscheduled trips; request to ,hawed un,cheduled runs; request to display Route lines far vehicles or
runs on tbe geographic map; request to refresh the scheduled route basoo on modifications; request 10
auto-zoom the geographic map display; print the contents of the geographic map displayed; far a
specified vehicle, prinl unscheduled trip data sorted by stop time, including the date, vehicle 10, and
Exhibit B-1: Product Description
Page 4 of 14
,I;l::/t::.... UI .L'"
4/12/2011 Item 16.A.7.
Reoorts - RouteMatch TStM allows authorized users Ie view, print, export. email as a MS-Word.
document, or export Ie any eHCl'It application the data included in any of RouteMatch TS""'s standard
reports:
. Driver Directions - user selection criteria include a specified date and one or mOre vehicles;
report header data includes the vehicle ro, date, and agency name; data included in the report
detail includes, for each on a route, the Stop number, textual driver turning directions, and
mileage to tbe next tUJ:l1.
. Driver Manifest. user selection criteria include a specified date and one or more vehicles and/or
one oc more runs, whether to include the Requested Time, funding source, and/or Fare Type, and
whether to sort by Pickup time ot Slep time; report header data includes the vehicle JD, ron name,
driver, data, and data entI)' space for run start time and odometer. first p.ickup time and odometer.
and last dropofl' time and odometer, rim end time and odometer, hreak I start time and odometer,
break I end time and odometer, break 2 start time and. odometer, and break 2 e1\d time and
odometer; report detail data includes the garage pullout lime and address, and fot each stop on the
mn, the customer name, trip ro. reqnest time (if requested), pickup time and address, dropoff
time and address, fare types (if requested), attendants, guests, mobility type, service need, funding
source (if requested), and data antI)' space for pickup time, dropoff time, pickup odometer,
dropoff odometer, cancellation, and no show.
. Detailed Invoice. user selection criteria include a specified dale range, one or more services,
optional agency address information including street address, city, state, zip,and comments;
report header da.ta includes the date range, service name, address iuformation, and comments (if
specified). and summary infonnation for this date range and service, including data entry space
for the invoice number, the number of trips, no shows, attendants, guests, total trip cost, run
charges, total paid, and total amount due; report detail includes, for each customer, trip-related
data including the customer name, trip date, pickup address, dropoff address, the number of no
shows, attendants, guests, and customer cost sUmmory infonnation, including the cost, amount
paid and balance.
. Summary Invoice - user selection criteria inchtde a specified date range, one or more servicea,
optional agency address information including street address, city, State, zip, and COmments;
report beader dua includes the date nnge, service name, agency name, and. address information,
and comments (if specified); report detail includes summary information for this dale range and
service, inCluding data entry space for the invoice number, the number of trips, attendants, guests,
total trip cost, run charges, [Otal paid, and total amount due.
. Opcrs.ting Statistics - uSer selection criteria include a specified date range; report header data
includes the date range and ager>cy name; repon detail data includes statistics for the currellt
month to dale ond the entire date range specified, including operating days, one way trips,
attendants, guests, no shows, total passengers, cancelled trips, new customers, reve(lue, service
boursl revenue hours~ non-revenue hours, service mHes~ revenue miles. nonareve.nue miles,
passengers per service hour, service miles per service hour, and passengers per service mile.
. Trips by funding source - user selection criteria includ.e a specified date range, and one or more
servi.ces; report header data includes the date range and agency name; .report detail data includes,
for each funding source specified, the funding source name. number of crips, a.ttendants, gllests.
no sh<>ws, cancelled, ambulatory, wheelChair, revenue, percentage of revenne, percentage of trips,
as well as totals acr05.' all funding sources for all these values.
Exhibit B-1: Product DescrIption
Page 6 of 14
Packet Page -1711-
4/12/2011 Item 16A7.
agency name in the header, and for each lrip, the stop lime, CU$tomer name, address, telephone, and
mobility type; fo~ a specified service, print all unscheduled trips soIted by stop time, inclUding the
date, service. and agoocy name, and for each unscheduled trip, include the stop type, stop time,
cuslomer name, address, telephone, and mobility type; and print all Will Call trips sorted by stop
time, including the date and agency name, and fo~ each Will Call trip, include the stop time, customer
name, address. telepbone, and mobility type.
Verification - RouteMatch TSTM" Trip verification function allows authorized users to enter all
information to validate trips made by customers by date and vehicle or run. For each vehicle/run
specified, authorized users are allowed to enter .\'Un start time and odometer, first pickup and od()moter,
last dropoff and odometer, run end time, driver, and run cbarge amount. Additional functions are
available, including request to display trip information in stop time or pickup time ()rder; search for trips
by custonter name; change column order of trip verification fields; save run data with or withour
validation; calculalC trip costs by run or by date range; rc....sign one or more trips from one vehicle to
another; view. add, modify, or delete breaks on the vehicle, specifying the start time, end time, stan
odometer and end odometer; add all necessaty data for a new trip, including the following required
information: customer name, pickup and dropoff addresses. funding source, attendants, guestS, and
mobiliry rype, and the following optional information: trip purpose, trip type, billing category, fare type.
customer comments, driver co=nts, pickup and dropoff time, start and end odometer, Farebox
collected. additional charge, and indications for late, .00 show, verbal abuse, physical abnse, service
refusal, and service ""imal; view requested, scheduled, aod verified trip information by dat.e, along with
the ability to search for customer names and navigate directly to the highlighted trip in the RouteMatch
TS"'" Scheduling function; print all runs by date, including the vehicle's name, run. name(s), start date and
time, end date and lime, and whether the run has been verified.
Fundinl! Sources - The RouteMatch TS"" Funding Source function allows authorized users to view, add,
modiry, and delete funding sources. Each funding source record consists of the following data elements:
name, internal agency ID; indications for billing no-shows, attendants, and/or guests: default costs for fiat
fee and eUSlemcr pay amounts; per vehiclc mile charges for individual, shared revenue, or shared service;
per vehicle hour charges for individual. shared revenue, or shared service; primary contact information.
consisting of first / last name, phone numbcr and extension, and fax number; and customer address.
Authorized users are also allowed to view all funding sources in a common list, and spocify the colunm
order of that list; displ1ly specified funding source properties; merge all trips from one funding source to
another: refresh the funding Source function display in case of modifications to. data; search for a funding
source by name: and print all properties for a specified funding source,
Addresses. The RouteMatch TSTM Addresses function allow6 authorized users to manage the addresses
used throughout the system, including the ability Ie se.arch for addresses by common name; address 1
field, address 2 field, city. state, and/or zip; clear any existing search criteria; view a list of all addresses
matChing the search criteria; add a DCW address; geocode (assign x/y coordinates) an existing address by
locating it by some combination of type, cornman name, address 1 field, address 2 field, city, state, and/or
zip; geocode an existing address by specifying the intersection of two streets; delet:e an address; and
geocode an existing address by pinpointing its location on a geographic map.
Services - The RoutcMatcb. TS"" Services function allows authorized users to view, add, modify, or
delete services. Each service consists of the following data elements: name; indication of whether the
service is cunemly active; maximum trip length in minutes; and trip length factor. Authorized users are
also allowed to view a list of aU services; display all scheduling activity for a specified service and date:
navigate directly to the RouteMateh TSTM Scheduling function for a spcc.itied trip; merge all vehicle and
ttip data from one service to another; refresh the services function display .in case of modifications to
data; and search for a service by oame,
Exhibit B-1: Product Description
Page 5 of 14
Packet Page -1712-
4/12/2011 Item 16A7.
. Vehicle Pl'Oduclivity - user selection criteria include a specified date range, and one or more
vehicles; report header data includes the elate range and agency name: report detail data includes,.
for each vehicle specified, statistical information about each date within the date range specified
for which trips wo{c verified, in.cluding the elate. revenue miles, non-revenue miles, service miles,
revenue hours, non-revenue hours, service hours. wheelchairs. attendants, gt108ts, no shows. client
one-way trips, and total passengers.
. Run Productivity - user selection criteria include a specified dale range, one or more runs, and
whether to include run derails; report header data includes the date range and agency name; report
detail dau includes, for each run specified, statistical information about each date within the date
range specified for which trips were verified, including the date, revenue miles, non-revenue
miles, service miles, revenue hours, non-revenue hours, servi.ee hours, wheelchairs, attendants,
guests, no shows, total one-way trips, run charge. revenue, totall'assengers, sub-totals by date for
all values, and if requested, details for each trip for each date specified, including customer name.
pickup address, and dropoff address.
. No ShowsfCaneellalions - user selection criteda include a specified date range, and one or more
services: rep()!'! header data includes the date range and agency name; report detail data includes,
for each service specified. the service name, phone n.umher and extension, and information about
eacb customer wbo bas cancelled or no showed on a trip, including the customer name and pbone
numbcr, date, stop time, whether the trip was pickup or dropoff, pickup address, dropoff address,
whether the trip was a. cancellation or nO show, and toral count of cancellations and no shows.
. Scbcduled Trips Summary - user selection criteria includes a date, one or more vehicles, and/or
one or more runs; report detail data includes the run name, vehicleID, date, and agency name;
report detail data is s()!'!ed by pickup time and includes information about each trip on that run,
including tbe customer name, pickup time, pickup address, dropoff time, dropoff address,
mobility type, customer pay amount and telephone number.
Setlin!!s - The RouteMatcb IS"" Settings function allows you to establish operating parameters for the
system. These parameters are categorized as follows:
. System - autborized users are allowed to:
o Display thc Agency Name tbat appears on reports and all function title bars
o Display the databasc version number (corresponds lO application version shown in
Help/Aboul dialog box)
o Display and set Truelf'alse indication of whether to automatically open the last active
function on startup
o Manage User and Group security settings, including the ability to:
.
View list of Users and Groups
.
Display, add, modify, and delete Users and Groups
.
Set pennissions for user group to access specific application funcljons, including:
Address Function Visible; Cancel Trip; Commit Schedule; Customer Function
Visible; Delete agency; Delete Break; .Delete funding source; Delete run; Delete
Exhibit B-1: Product Description
Page 7 of 14
Packet Page -1713-
4/12/2011 Item 16.A.7.
services; Delete Trip; Delete User; Delete User Group; Driver Function Visible;
Edit agency; Edit Break; Edit GIS Data; Edit Garage Stops; Edit run; Edit User;
Edit User Group; funding sources Function Visible; New Agency; New Break;
New nm; New User; New User Group; Open Address Function; Open. Customers
Function; Open Drivers Function; Open Fundilli Sources Function; Open
Scheduling Function; Open services Function; Open Settings Function; Open
UsefsfGroups; Open Vehicles Function; Open Veritlcation Function; Print
Cancellations and No Shows; Print Customer Information: Print Detailed
Invoice; Print Driver Directions; Print Driver Information; Print Driver Manifest;
Print funding source Information; Print Map; Print Operating Statistics; Print run.
Productivity; Print runs By Date; Print Unscheduled Trips; Print Vehiclc
Information; Print Vehicle Productivity; Prin.t Will Calls; Scheduling Function
Visible; services Function Visible; Trips Function \I]slble; and Vehicles Function
Visible
.
Assign User to Groop(s)
.
Display, modify, and veriiy User Password
.
Specify whether User is currently active
. File Locations - authorized users are allowed to display and modify file locations for
"dayfolders_path"; "georolos_path"; "reports_path"; and "shapefile_path"
. CUsWmeI Options - authorized users are allowed to display, modify, and search for values in
lists that populate other RouteMatch TST>< fields, including: Address Types: Disability Types;
Language Preferences; Med.jcal Problems; Medical Types; Races; Relationships; and Se.rvice
Needs
. Vehicle Optillns - authorized users are allowed to:
o Display and modify values for default garage stops, including garage pun-out time,
garage IlUlI-out time, pull-out address. and pun-in address
o Display. modify, and search for values in Vehicle Equipment Types and Vehicle Types
lists
. Trip Options - authorized users are allowed to:
o Display. modify, and search for values in Billing Categoty. Trip Purposes, and Trip
Types lists
o Dlsplay and modify values for Default Dropoff Time Function (minutes after); Default
Dropoff Time Function (mimnes before); Default Load Time; Default Pickup Time
FUIlcrion (minutes after); Default Pickup Time Function (minutes before); and Default
Unload Time
. Scheduling Options - authorized users are allowed to:
Exhibit B-1: Product Description
Page 8 of 14
Packet Page -1714-
4/12/2011 Item 16.A.7.
o Display and set TroeiFalse indications for Automatically Collapse Scheduling Function
Items; service Hours include Breaks; service I-Iours include Deadhead; and Onboard
Factor Per Trips Over Time Li.mit
o Display and modify values for Automatically Collapsing Scheduling Window items;
Average Speed; Default Early Tolerance; Default Late To.lerance; Driver Cost; Load
Time Pact01: for Multiple Trips; Maximum Onboard Limit; Minimum Onboard Limit;
Minimum Trip Time; Onboard Factor; Passenger Cost; Pullout Cost; Runs Empty at
Beginning; Runs Empty at End; Rush Hour AM Begin; Rush Hour AM End; Rush Hour
AM Speed; Rush Hour PM Begin; Rush Hour PM End; Rush Hour PM Speed; and Time
Factor
. GIS Dab Set Options and Geocodlng - authorized users are allowed to display values for
Center_latitude; Distance Facler; Distance Weight; Edge lD Adjustment; lnnnateh_rules;
lnstandardizing.,rules; Leftfrom,jield; Leftto_field; Leftzone3ield; Match_rules; ODMatrix
Mode; Prefixdir3ielcl; Prefixstreettype_field; RightfromJjeld; Rightto_field; Rightzonejield;
Route_prcfix; Standardizing_ru.les; Streetname_field; Streettype_tieJd; SuffixdirectioD_field; and
Time Weight
. Verification Optio1lS - authorized users are allowed to:
o Display, modify, and search for values in Fare 'Types list; Display and set '1'rueIFalse
indications for Run Mode and Son by pickup Time
o Display, set display order. indicate whether visible. and/or iodicate whether editable, the
values in the Verification Fields list, including: Trip lD; Customer Name; Completed;
Stop Time; Stop Odometer; Stop Address; Attendants; Guests; funding source; Customer
Paid; Additional Charge; Trip Cast; Vehicle lD; No Show; Cancellation; Verbal Abuse;
Physical Abuse; Service Refusal; Latoness; Trip Purpose; Fare Type; Customer
Comments; and Driver Comments
Online HelD - RouteMarch TSTM includes an Online Help system which contains the same content as the
User's Guide documentation. The Online Help system describes all major system functionalities; is
organized by topic; allows direct navigation to information about related topics; is indexed; and provides
the ability to search for topics by keyword.
Miscellaneous - RouleMatch TS"" includes other capabilities as follows:
. Login. authorized users are allow to. login to the application. by specifying a user name,
password, and agency name; and log out of the agency
. Launch customized reports - authorized users are allowed Ie display, print. email as Word
document, (Jf export to any client applicatioo, custom reports erC<lted by Seagate Crystal Reports
8.0 or above. CUStom reports must be stored in the folder specified in RouteMarch TS""' Settings
in the "reports..path" setting, in a sub-folder named "customized",
. Trip counts - counts of scheduled and unscheduled trips for the cmrent day, or for the day
specified in the RouteMAtch '1'5'" Scheduling function, are displayed
. Date I Time - the CUlTent date and time are displayed
Exhibit B-1: Product Description
Page 9 of 14
Packet Page -1715-
4/12/2011 Item 16A7.
Application infonnaoon - information about the diem application is available, including the copyright.
date, release number, build nllmber, licensee .Mame, and the physical memory available to windows. a.
well a. the database version number.
Exhibit B-1: Product Description
Page 10 of 14
Packet Page -1716-
4/12/2011 Item 16.A.7.
Exhibit B-2
To Software Ucense Ilnd Services Agreement Between
RouteMatcb Software, Inc. and McDonald Transit Associates, Inc.
SYstem Reauirements
The Software requires, and Ucensee is solely responsible for providing, and Will provide, the following
minimum components, fadllties and computer configuration standards for use with the Software;
Compllter-Type:
Processor Type:
RAM:
Disk Space:
VIdeo Card:
(i1) MINIMUM SYSTEM ReQUIREMENTS - CLIENT WORKSTATION
Operating System (choose one of the following):
Windows NT 4.0 (with Service Pack 1, 2, 3, 4, 5 or 6)
Windows 2000 (with Service Pack 1 or 2)
Windows XP Professional (Service Pack la)
PC/IBM compatible
600 MHz or higher Pentium-class processor
2S6 MB or higher
1 GB or more of available disk space
8 M6 accelerated vIdeo card capable of displaying
High Color (16 bit) at 1024 x 758 resolution or better
100 MB
Network Card:
(b) MINIMUM SYSTEM R.EQUIREMENTS - SERVER
Network Card;
Modem:
operating System (choose one 01 the following):
Windows NT Server 4.0 (with Service Pack 6a or higher)
Windows 2000 Server (with Service Pack 1 or higher)
Windows 2003 Server
PC/IBM compatible
600 MHz or higher Pentium-class processor
512 MB or higher
4 GB
8 MB accelerated video card capable of displaying High
Color (16 bit) at 1024 x 768 resolution or better
100 MB
55 Kbjs (Including dedicated telephone line unless high speed
Internet Access Is avarlable for remote support)
Computer Type:
Processor Type:
RAM:
Dis:k Space:
Video Card:
(c) MINIMUM NE'TWORK REQUIREMENT
100 MB NetworK;
100 MB Hub:
Fully tested and reliable NetworK cabling;
Correctly configures and tested Tep/Ip set-up;
No other protocols Installed (NetBeui, etc.) unless explidtly
needed;
(d) ADOmONAL APPUCAnON SYSTEM REQUIREMENTS
Microsoft SQl Server 2000 and applicable Service Packs
pcAnywllere (latest version)
Exhibit B - 2.: System Requirements
Page 11 of 14
Packet Page -1717-
4/12/2011 Item 16A7.
WinZip (latest version)
Microsoft: Internet Explorer version 6 (or newer) for Server and
Client Workstations
OPTIONAL RECOMMENDATIONS
High-speed Internet access, preferably DSL If available; and,
Internet access via an Internet Servtc:e Provider (I.e. Earthllnk,
etc.).
The Network must be configured properly by an onsite network technician to ensure reasonable
responsiveness before RouteMatch conducts the Sofl:ware Installation at UOlnsee's site. (It Licensee
requires assistance with Network Services, please contact RouteMatch at 404-876-5160 or at our hotllne
number 1-88B-840-B791, or send an emaillesnle.@routomatch.com.)
Exhibit B-2: System Requirements
Page 12 of 14
Packet Page -1718-
4/12/2011 Item 16.A7.
Exhibit B-3
To Software License and Services Agreement Between
RouteMatcb Software, Inc. and Mc.Donald Transit Associates, Inc.
Schedule of Fees for Additional Ucenlles lInd Services.
In the event that RouteMatch provides additional licenses Dr selVlces to Ucensee at Its request, Licensee
agrees to pay RouteMatcl1 for those licenses and selVlces at the followfng rates Dr prices, subject to
RouteMalx:h's right to Increase, as provided below:
Addltionol Authol1zeD/named users
$ 4,500 pe' user
Addltlooal Vehicles
$ 750 per vehicle
Additional Fixed Routes Displayed
$1,000 per route
PrincipaHn-Charg/!
$ 150,00 per hour
senIor COf13UJtant - Professtonaf Servlces
$ 100.00 per hour
NetWorl< Adminis1lator - Professional Servlc<s
$ 100.00 per hou,
Consultant - Professional SeJVlces
$ 100.00 per hour
SOfbovare TraIner
$ 100.00 per hour
Transporr..tion Analyst
$ 100.00 per hour
MdltiOnal Training for up to 3 pe=ns
~ 1,000 per day
Additional persons aver 3
$200 per day
AdditiOnal COnsulting
Time Ind Materials at Rout:eMatchTs then current retes for
Such servIces.
Additional Data Conversion Fees:
$100 per hour
Addlnonal Rel>OrtS
Tlme and Materials: at RouteMatch',S then current rates for
suctl services.
Exhibit B-3: Sched~le of Fees
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4/12/2011 Item 16A7.
Te<:lmlr:al SUpport by Telepilone
$195 per inddent/can
'These rates appiy to .......
nm under eontraet to
re<l'ive custom... suppolt
servlteS.
ON-Une Troinlng Ciasses
$2DO per user per dass
Web Training PartldpeUon
$100 per user per seSSIon
RouteMal:l:h reserves the nght to modify each of these rates pet10dlcally at its discretion.
Expenses.
The Fees, rates and prices set forth in this Section do not include any actual, a~t (If pocket expenses of
RouteMatch or Its Independent contractors or representatives Inc~rred in connection with the
performance of the services described above, Licensee shall pay and/or reimburse RouteMatch for all
such expenses, in addition to the fees set forth above. Licensee shall pay all fees for additional services
and reimburse RouteMatch for all such expenses within ten (10) days from the date of the invoice for
such fees and expenses, Unless otherwise provided in an Addendum to this Agreement or a Statement
of Work, Ro~teMatch may invoice Licensee weekly for such services and expenses, and upon completion
of repors, as applicable.
Estimates.
RouteMatch shall provide written estimates to Licensee for additional work. if requested.
Exhibit B-3: Schedule of Fees
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