Backup Documents 04/12-13/2011 Item #16A 7
ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIPl ~ A 17
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document. Original documents should be hand delivered to the Board Office. The completed routing slip and original
documents are to be forwarded to the Board Office only arw: the Board has taken action on the item.)
ROUTING SLIP
Complete routing lines # 1 through #4 as appropriate for additional signatures. dares, and/or information needed. If the document is already complete with the
e tion of the Chainnan's si lure draw a line thrau mutin lines #1 thrau b #4, co lete the checklist, and forward to SueFil~,(m line #5 .
Route to Addressee(s) Office Initials Date
's! in routin order
1.
2.
3.
4, Scott Teach, Deputy County Attorney County Attorney's Office
5. Ian Mitchell, Supervisor Board of County Commissioners
6. Minutes and Records Clerk of Court's Office
PRIMARY CONTACT INFORMATION
(The primary contact is the holder of the original document pending Bee approvaL Normally the primary contact is the person who created/prepared the executive
swnmary. Primary contact-information is needed in the event one oftbe addressees above, including Sue Filson, need to contact stafffor additional or missing
infbnnation. All original documerttsneeding the BCe Chairman's signature are to be delivered to the BCe office only after the Bee bas acted to approve the
item,)
Name of Primary Staff Y ousi Cardeso Phone Number (239) 252-5886
Contact
Agenda Date Item was April 12, 2011 Agenda Item Number 16A7
Approved by the BCC
Type of Document Addendum to software Agreement Number of Original 2
Attached Documents Attached
INSTRUCTIONS & CHECKLIST
Initial the Yes colwnn or mark "NI A" in the Not Applicable column, whichever is appropriate.
I. Original document has heen signedliniti.led for legal sufficiency. (All documents to he signed by the
Chairman, with the exception of most letters, must he reviewed and signed by the Office of the LI"
County Attorney. This includes signature pages from ordinances, resolutions, etc. signed by the
County Attorney's Office and signature pages from contracts, agreements, etc. that have heen fully
executed by all parties except the BCC Chairman and Clerk to the Board and possibly State
Officials.
2. All handwritten strike-through and revisions have been initialed by the County Attorney's Office and NIA
all other ies exc t the BCC Chairman and the Clerk to the Board
3. The Chairman's signature line date has been entered as the date ofBCC approval of the document or YC
the fmal ne otiated contract date whichever is a licable.
4. "'Sign here" tabs are placed on the appropriate pages indicating where the Chainnan's signature and YC
initials are re uired.
5. In most cases (some contracts are an exception),lhe original docwnent and this routing slip should be YC
provided to Ian Mitchell in the BeC office within 24 hours ofBCC approval. Some documents are
time sensitive and require forwarding to Tallahassee within a certain time frame or the Bee's actions
are nullified. Be aware of our deadlines!
6. The d...ament was approved by the BCe On A!,riI12. lOll and all change. made durlnl the YC
meeting have been loeorporaled In the attaclled dotumeut. The County Attorney's Office has
reviewed the chan Ita lIeable,
I: Forms/County Fonns/ Bce Forms! Original Documents Routing Slip WWS Origina19.03.04, Revised 1.26.05, Revised 2.24.05
((matter _ nwnbeo>I<<document_numbeo)
_ .'''_'~'_._''.__'_'_'~'__'_''_'__'_' .,... ._.". _ _....., . ._______.__~._~~__"~"~_M_-"'~'_...~_....~.~'_..........,"....__",.._,,_..___
16A 7
. :J.
MEMORANDUM
Date: April 25, 2011
To: Yousi Cardeso, Administrative Assistant
Alternative Transportation Modes
From: Martha Vergara, Deputy Clerk
Minutes & Records Department
Re: Addendum to Software License and Services Agreement
and Customer Support Agreement
Contractor: RouteMatch Software, Inc.
Attached you will find the original document that is referenced above, (Item
#16A7) approved by the Board of County Commissioners on April 12, 2011.
An original has been kept by the Minutes and Records Department as a part
of the Board's Official Records.
If you should have any questions or need further assistance, please feel free to
contact me at 252-7240.
Thank you.
Attachment (I)
._..___,.,~"c_w_,,_'-__H'..'_' ~'___'_" _._~_ ._____
loA 7
Addendum To Software License and Services Agreement and Customer Support Agreement
Between RouteMatch Software, Inc. and Collier County
This Addendum is made and entered into effective as of April 12-, 20 II by and between
RouteMatch Software, Inc, a Georgia corporation ("RouteMatch") and Collicr 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,
2010 ("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, THEREFORE, the Palties 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 thc Original Agreement) license for the authorized number of
Named Users and Vehicles to use RouteMatch TS@. Licensce agrees that it may allow four (4)
additional designated employees ("named users") access to the Software., for a total of eleven (11) 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 Licensing Fees: $7,000 to be paid upon delivery of the licenses.
II, HOSTING SERVICE PROVIDER !HSP) SERVICES
I. Description of the liSP Scrvices. RouteMatch shall, either directly or through a hosting partner,
provide to Liccnsee access to and use of a Server and the Software, which shall be installcd on
the Server (the "System"). In addition, Licensee shall, subjcct to the terms of this Agreement and
the Original Agreement, be entitled to store and access Licensee's data, information and other
matcrials ("Content") on the Scrver for use in conjunction with the Software. RouteMatch shall
provide Licensee with separate ID 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 Systcm.
2, System Availabilitv. RouteMatch or its hosting paltner reserves the right to perform routine or
standard maintenance on thc Server. RouteMatch shall provide Licensee with prior notice of all
server maintenance periods.
3. User Liccnse. Licensee shall have a license I'lr Elcven (11) Users to access the System.
1
^,.-,..- -~._~..,.."_.~.,...,,-_._._..__.-.,,--,^_._,._,,-,._---_.-'~"'-""."-'-'
16A 7
4. Service Level Agreement. The Service Level Ab>reement, attached hereto as Exhibit "A" and
incorporated herein by reference, sets forth the expectations ofthe parties with respect to each
parties' obligations hereunder.
5. Licensee Obligations.
A. Como1iance 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 arc designed 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 ID 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 RouteMatch's and/or Licensee's
Content. Passwords and ID 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 ID 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 ID Numbers or Password except as an independent
contractor of Licensee's and solely for and on behalf of Licensee as permitted under the
terms and conditions of this Agreemcnt; 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. agb>ressively capture CPU's, memory, and/or input/output to the point
where it is seriously degrading performance of the Servcr 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, ofTensive, 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 remove Content from its Server which RouteMatch or its hosting
partner, in its reasonable discretion, detennines to be in violation of any HSP Policies if
Licensee fails to cure or discontinue the brcach 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 to 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
2
. --.----.- ,_.__.-._.,. '._-----'...-.,. -, ~'.__._"__ _"_'__,~__M..'__'_,_
161:\ 7
additional manipulation on RouteMatch or its hosting partner's part, unless specifically set forth
in and agreed to in writing signed by RouteMatch.
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 EaUloment. 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. SUDoort 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 orthe Software.
F. Data. At any time and in writing Licensee can request a disk containing its data in an
acceptable format 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 Win7 desktop operating systems
. Processor: Pentium 4- 2.8GHz, Intel Dual Core, AMD Athlon 2800+ (or higher)
. Memory: 1.0GB
. Video Card: 128MB (or larger)
. Network Card: 10011000 MB
. 19" LCD Monitor
. Sound Card & Speakers
. UPS Battery Backup/Surge Protection
. Anti-Virus Software
. NETWORK CONFIGURATION
. High Speed Internet Access (DSL, Cable, Tl)
. 100/1000 MB Network using switches (no hubs)
. TCP/IP Protocol (no NetBEUI, IPX, 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 hotline number 1-
888-840-8791, or send an emai1 to sales((i1routematch.com.
3
_.~."',,-----_. . ,--- .-~_.
16A 7
HI. HOSTING SERVICE PROVIDER FEES:
HSP Services as set forth above shall begin when the Software is made available to
Licensee on thc Systcm (as det1ned herein) and shall continue for a period of twelve (12)
months thereafter (the "Initial Term"'); provided that the paJ1ies obligations hereunder
shall be automatically extended for additional twelvc (12) month periods (each a
"Renewal Term") unless either party provides the othcr with at least sixty (60) days
notice of non-renewal as providcd for in this Agreement. Thc Software shall be
considered "available" once RouteMatch has installed the Software on the Server and
provided Licensee with valid usernames and passwords which enable Licensee to access
the Software ovcr thc internet using a computer which mcets the System Requirements
set forth below.
Annual Hosting Service Fees: Year 1: $5.880
Licensee shall pay one hundred (100%) of all annual hosting servicc fees when the
Software has been installed in the centrally hosted server and Licensee has received user
names and passwords which enablc cach user to access the Software. Licensee shall pay
fees for all subsequent ycars of Ilosting Services upon the anniversary of the Initial
Hosting Term.
RouteMatch may increase HSP Services Fees in an amount equal to the Consumer Price
Index in each term after thc Initial Term, with sixty (60) days advance notice to Licensee.
IV. ADDITIONAL CUSTOMER SUPPORT SERVICES AND FEES
I. U pgrade. RouteMatch shall upgrade Licensee from the current 3.0 version of the
RouteMatch TS@ Softwarc that it is running to RouteMatch 5,x,
2. Post-Implementation Support. RouteMatch shall provide Licensee up to two (2) days
of onsite Professional Services following the upgradc. Such services shall include follow
up analysis and training based upon a revicw of Licensee's use of the upgraded Software
in real operations.
3. Fees: The Customer Support Fces set forth in the Customcr 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 bc invoiced $19,500 on March 1, 2011 for its
2011 Customer Support fccs. The annual increasc for maintenance cost shall be the CPI
or 20/0, whichever is lo\ver.
V. DATA BACKUP AND n:ES
RouteMatch will provide data back-up and encryption services as set forth below:
RouteMatch will crcate a script on its sitc to enablc Licensee's data to bc backed up and
encrypted, Every morning at the start of Liccnsce's business day, RouteMatch shall take
a full back-up and will do incremcntal hourly backups into thc same t1Ie, Every evening,
RouteMatch shall put that day's all-inclusive back-up file on RouteMatch's FTP site.
4
~'-"--""'----'--^'.- -- '''''''-'''~_'~-~'''_''''''''--'--'-''---''--~'~''''_.'-''.,._.,'''-".__.__._~.~,'"'~'._-----,-,.~.~,--~-,,,_..~.---
16A 7
Fees for Data Back-Up Professional Services: $880 for creating and contlguring a script
to perform 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 tlrst above
written.
Attest: BOARD OF COUNTY COMMISSIONERS
DWIGHT ~.BR.~,perk COLLLER COUNTY, FLORIDA
.,
-f , '
h JL' . ("~\)(\.i
--:' .. _t'o .. \./\./
By: By: ,
, -;
,;. ,..DE ERK FRED W. COYLE, CHAIRMAN
Atttst .~' to,; .
ItplW't OIl. ~
--
Scott R. Teac
Deputy County Attorney
5
w.' "._.__..,_..,"_,"_,_~~.",,_,_".._ "~__.'o.'_O~'_____.'.~_".~ "-"'--'..~'"'--'---'---" ---------
16A 7
ROUTEMATCH SOFTWARE, INe.
Ot~ A.~ . 4tt ':PS-2::'->-
By. /) _ <
First Witness Signature
CAp....vZc-.Q... A. 8 tV'-\' By: Elizabeth B. Simons,
Director of Contracts
Type/print witness name
tli00
\, Cl' dJ)l
Second Witness
S-u V \. (,to fY/A. V1~
Type/print witness name
6
.,_.~---------_.__._----_.."-_.- c......_~_._"..". ^.....,~, ~__._._.,...._,.__._._ "_'_""_M~~_.,._.__~_
16A 7
EXHIBIT "A"
Service Level Agreement (SLA) RouteMatch Remote Hosting and Collier County CAT
A Service Level Agreement (SLA) is a contract between a service provider and a customer that
specifies, in Measureable terms, the services the provider will deliver to the customer. SLA's
are provided by service provider to establish the quality of service they will provide the
customer.
Agree on services to be provided
~
Collier IT Provide support to CAT county Provide basic operating system,
desktop virus protection, common
application support (outlook,
office) as outlined in IT support
documents
Collier IT Provide network infrastructure Provide CAT fiber network access
and connectivity during county at Radio Rd location with
business hours support and uptime
requirements as outlined in IT
-- -.-... -- support documents
--
RouteMatch Provide and support Citrix access RouteMatch to deliver, maintain
icon application to access and keep current the Citrix
RouteMatch Remote Hosted access application with Collier
Service desktop Operating system
WinXP and Win7 and beyond
RouteMatch Provide RouteMatch Application RouteMatch will maintain
and Database as Remote Service application and database to
to Collier County CAT Client current software manufacturers
,
, support levels
,
Collier CAT Maintain business continuity Maintain functioning manual
SOP to execute when internet processes should network access
access fails locally be compromised for duration of
i time
RouteMatch I Provide Collier County Database RouteMatch can generate db
I backup nightly, incremental if backup in (1) hour cost $150.
I
i requested. Delivered ftp or CD
_,,,_,. _',_'~'_'_~"."~.'M_.'_,'___~__,__'_<"""__"_'_'_"_ -.._"--.~-=-~---~- -...--^--_._-, ., ,"-',-.-.>-.-"--,"
16A, 7
Specify response time for problem resolution, performance levels, system availability, and
responsiveness
Issue Response Responsible Escalation point (at
Time(timeframe to Resource(who will be specific duration
expect resource to responsible to provide point escalation will
start addressing solution, Collier IT, be made to Name and
issue RouteMatch, contact Number
Name and Number
Internet failure local Two (2) hours Phone Support 8am Noon, Gary Kendall ,
Tracking Ticket II 1pm to 5pm est Supervisor Service
239-252-8888 Desk 239-252-6217
Local Desktop failure Two (2) hours Phone Support 8am Noon, Gary Kendall ,
Tracking Ticket II 1pm to 5pm est Supervisor Service
239-252-8888 Desk 239-252-6217
RouteMatch Citrix failure Two (2) hours Phone Support 8am-Spm Cindy Carson,
est Customer Support
Manager,
404-253-7806
RouteMatch login failure Two (2) hours Phone Support 8am-Spm Cindy Carson,
est Customer Support
Manager,
404-253-7806
RouteMatch app failure Two (2) hours Phone Support 8am-5pm Cindy Carson,
est Customer Support
I' """M.,," "' !."",, Manager,
404-253-7806
---
Two (2) hours Phone Support 8am-5pm Cindy Carson,
est Customer Support
Manager,
404-253-7806
After hours RM support One (1) hour Fees listed Exhibit B main Cindy Carson,
contract Customer Support
Manager, 404-253-
7806
RouteMatch Maintenance Upon Notification
Collier Maintenance Mon-Friday llpm
to 6am est
Sat-Sun 6pm to
6am est
After hours Collier Report issue web Secure Tracking Ticket II , Gary Kendall,
or phone iT Best Effort Supervisor Service
Desk 239-252-6217
,,_, __..._ r.____..~__.._,_~__~"._...._.__.____________.._.._..~__.,__,,-"__."__',~_"'_.'_ '-~'-----+-'-'---"~'-'----'-'--'--~ ..
16A 7
Set quality assurance measurements
--- --
Component Owner Measurement
Collier CAT desktop security and Collier IT Operating System and Virus
virus protection Protection maintained current as
per Collier IT Policy
Collier Fiber Network Collier IT Uptime expected 24/7/36S
maintenance windows
announced ahead of
maintenance
RouteMatch Citrix failure RouteMatch Per HSP Hosting Service (2).
System availability (99% uptime)
(24)hrs per day, (7) days week,
(36S) per year
RouteMatch login failure RouteMatch Per HSP Hosting Service (2).
System availability (99% uptime)
I , (24)hrs per day, (7) days week,
(365) per year
RouteMatch app failure RouteMatch Per H5P Hosting Service (2).
System availability (99% uptime)
(24)hrs per day, (7) days week,
(36S) per year
RouteMatch DB failure RouteMatch Per HSP Hosting Service (2).
System availability (99% uptime)
(24)hrs per day, (7) days week,
(365) per year
"___".~,~__"___W_"__"_ _~___._ "_,_ "",,~,_,~,____,,_",'_~".' .___' .... ___~"~_,_,_,_;;____,,_~,"_<_,~___,_,~_~"_"O"___~~'.,._,.~._.