#11-5753 TransFare Software - (Fare Logistics Corporation) 1 (3,
u 5 41
This TransFareTe" Software License Agreement (hereinafter the "Agreement") is entered into, and effective this
•_' day of,#ages ber, 2012 by and between Fare Logistics Corporation, a Canadian Corporation with its
principal offices located at #10-4223 Commerce Circle Victoria, British Columbia, V8Z 6N6 (hereinafter the
"Developer") and Collier County Board of Commissioners, 3327 Tamiami Trail E, Naples, Florida 34112
(hereinafter the"Licensee").
The Developer has developed and markets a software program under the name TransFareT"" (hereinafter the
"Software"), which includes the following software modules for this Agreement; TransAdminT"", TransComTM
TransDriveTM, TransMediaTM The Licensee desires to obtain and utilize a copy of the Developer Software
(Executable Object Code)for use for fare vending,collection and revenue processing within their public bus transit
operation within Collier County, Florida.
NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth herein, the
Developer and Licensee agree as follows:
1. License.
Developer hereby grants to Licensee a perpetual, non-exclusive, license for their exclusive use of specific
TransFareTM modules and functionality for use in operation of their public transit operation in Collier County, Florida
United States of America as set forth in this Agreement.
2. Restrictions.
Licensee agrees it shall not modify, copy,duplicate, reproduce. license and/or sublicense the Software. or transfer
or convey the Software or any right in the Software to anyone, and the Licensee also agrees that the Software shall
only be used for its defined and intended use.The TransFareT" system as it was installed by the Developer for the
Licensee is for use as follows:
Operation of a public transit fare collection system within Collier County, Florida, that shall include the
following devices and functionality:
TransAdminTM software modules and functionality for the management, configuration and reporting of fare media
sales. revenue accepted at the installed Voyager V36 Electronic Validating Fareboxes and the TransMedia-m
attended sales station.
Up to 25-Voyager V36 Electronic Validating Farebox with smart media functionality installed on the Collier County
"CAT"public transit buses.
1 6 0 5
Up to2 TransMedian' attended sales workstations.
is shall make and retain no more than one copy of the Software for backup or archival
Licensee agrees that s s pY
purposes, and this Software copy shall only be used in the event a system disaster renders the system inoperable
and the copy is necessary to restore the Software to normal operations.
The Licensee also agrees when it determines it shall no longer utilizes and/or employs the Software for its intended
use, it shall; i) provide timely written notification to the Developer of such decision: and ii) remove all Software from
active use. and iii) return to the Developer all Software and documentation, including the copy used or backup or
archival purposes. Cessation of Software use prior to the end of the annual License period shall not entitle the
Licensee to receive any prorate for the any unused portion of the annual fee identified in Section 3.
3. Fec.
The Licensee in consideration for use of the Software and grant of this Software license agrees to pay
Developer an annual fee of$17,535 (seventeen thousand five hundred and thirty five dollars) in the first month
of each calendar year the Licensee utilizes Software following completion of the five (5) year Warranty. The
annual Software license fee is to be paid electronically to the Developer, with all costs for this electronic
payment borne by the Licensee. Section 7 identifies further details for the payment of the annual license fee.
4. Warranty of Title.
Developer hereby represents and warrants to Licensee that, the Developer is the sole owner of the Software,
and it is their Intellectual Property, covered by several US Patents and Trademarks, and/or otherwise the
Developer has the full and exclusive right to grant to the Licensee all of the rights and privileges as set forth in
this Agreement. In the event any breach or threatened breach of the foregoing representation and warranty,
Licensee's sole remedy shall be to require Developer or to either: i) procure, at Developer's expense, the right to
use the Software, ii) replace the Software or any part thereof that is in breach and replace it with Software of
comparable functionality that does not cause any breach, or iii) refund to Licensee the full amount of the license
fee upon the return of the Software and all copies and documentation thereof to Developer.
1 6 0 .t,
5. Warranty of Functionality.
A. For a period of five (5) years following delivery of the Software to Licensee (the Warranty period), Developer
guarantees and warrants that the Software shall perform in all material respects according to the Developer's
specifications concerning the Software when used with the appropriate computer equipment, and for its intended
use. In the event of any breach or alleged breach of this warranty. Licensee shall promptly notify Developer and
return the Software to Developer at Licensee's expense. Licensee's sole remedy shall be that Developer shall
correct the Software so that it operates according to the warranty. This warranty shall not apply to the Software if: i)
it has been modified by the Licensee or anyone, and ii) used improperly for other than its intended use, and iii)
deployed for operation in an operating environment not approved by Developer.
B. In the event of any defect in the media upon which the Software is provided arising within five (5) years of the
date of delivery of the Software, upon return to Developer of the Software upon the original media, Developer
shall provide Licensee a new copy of the Software.
6. Software Maintenance and Support.
A. Standard Software maintenance and Support.
Throughout the Warranty Period identified in Section 5, the Developer shall provide to the Licensee, at no charge
any corrected or enhanced version of the Software for use on the devices or functionality purchased by the
Licensee from the Developer. Such enhancement shall include all modifications to the Software for all devices and
functionality the Licensee has purchased which: i)correct reported deficiencies, ii) increase the speed, efficiency or
ease of use of the Software, or, iii) might add capabilities or functionality to the Software, but shall not include any
substantially new or rewritten version of the Software.
The Developer shall provide throughout the Warranty period Software support at no charge to the Licensee via
voice communications and/or the ability of the Developer's staff remotely accessing the Licensee system. This
support shall be available from 7:00am PST till 5:00pm PST on normal work days (Monday through Friday) and
during off hours and US and Canadian holidays when arranged in advance.
B. Optional Software maintenance and Support.
After expiration of the Warranty Period, Licensee may continue to receive, and the Developer provide,
Software maintenance support for successive twelve (12) month periods. The annual charge for such
optional Software maintenance support shall be $12,676 (twelve thousand six hundred and seventy six)for a
continuous twelve month period.
1 Lt f �
Licensor shall notify Developer in writing prior to expiration of the Warranty period of its intent to enter into a
contract with the Developer for this optional Software maintenance and support. If Licensee, prior to completion of
the Warranty period as defined in Section 5, fails to notify and/or enter into an annual or multi-year Software
maintenance and support agreement, Developer reserves the right to charge the Licensee its pro-rated Software
maintenance and support fees for the lapse period for the Software maintenance and support services. Developer
may elect to discontinue Software maintenance at any time upon thirty (30) days written notice to Licensee as
defined in Section 11, and refund of any then unearned Software maintenance and support fees to the Licensee.
7. Payment.
The Licensee agrees to pay annually within the first thirty(30) days of the year payment of the annual license fee
as identified in Section 3. The first annual payment by the Licensee to the Developer shall be upon conclusion of
the Warranty period identified in Section 5. Payment of the amount owed by Licensee to Developer pursuant to this
Agreement shall be paid upon receipt of a proper invoice and in compliance with Section 218.70, Fla. Stats.,
otherwise known as the "Local Government Prompt Payment Act". If the Licensee neglects to promptly pay the
annual License fee,the Developer reserves all rights to revoke the Software License until such payment is made.
8. Taxes.
In addition to all other amounts due hereunder. Licensee shall also pay to Developer, or reimburse Developer as
appropriate, all amounts due for property tax on the Software and for sales, use, excise taxes or other taxes which
are measured directly by payments made by Licensee to Developer. In no event shall Licensee be obligated to pay
any tax paid on the income of Developer or paid for Developer's privilege of doing business. Collier County, Florida
as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under
Chapter 212, Florida Statutes,Certificate of Exemption#85-8012621830C-2.
9. Warranty Disclaimer.
DEVELOPER'S WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND ARE IN LIEU OF
ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
16D 5
10. Limitation of Liability.
Developer shall not be responsible for, and shall not pay, any amount of incidental, consequential or other indirect
damages, whether based on lost revenue or otherwise, regardless of whether Developer was advised of the
possibility of such losses in advance. In no event shall Developer's liability hereunder exceed the amount of license
fees paid by Licensee, regardless of whether Licensee's claim is based on contract, tort, strict liability, product
liability or otherwise.
11. Notice.
Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the
appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery
services.
If to Developer: If to Licensee:
Ms Vanessa Rodenburgh. President Collier County Purchasing Department
Fare Logistics, Corporation Attn: Purchasing and General Services Director
#10-4223 Commerce Circle 3327 Tamiami Trail East
Victoria, BC V8Z 6N6 Canada Purchasing Bldg.
Naples, FL 34112
12. Governing Law.
This Agreement shall be construed and enforced in accordance with the laws of the United States of America,
State of Florida. Any suit or action brought by either party to this Agreement against the other party relating to or
arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida,
which courts have sole and exclusive jurisdiction on all such matters.
13. No Assignment.
Neither this Agreement nor any interest in this Agreement may be assigned by the Licensee without the prior
express written approval of the Developer. Developer shall not assign this Agreement or any part thereof. without
the prior consent in writing of Licensee. Any attempt to assign or otherwise transfer this Agreement, or any part
herein, without the Licensee's consent, shall be void. If Developer does, with approval, assign this Agreement or
any part thereof, it shall require that its assignee be bound to it and to assume toward Licensee all of the
obligations and responsibilities that Developer has assumed toward Licensee.
14. Final Agreement.
This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof.
This Agreement may only be modified by a further writing that is duly executed by both parties.
15. Severability.
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this
Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or
unenforceable term had never been included.
160 5
16. Headings.
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or
intent.
The rest of this page is intentionally left blank* ***********"********
1695
IN WITNESS WHEREOF, the Contractor and the County, have each, respectively, by an authorized person or
agent, hereunder set their hands and seals on the date and year first above written.
BOARD OF COUNTY COMMISSIONERS (LICENSEE)
ATTEST: COLLIER COUNTY, FLORIDA
Dwight E. Brock, Clerk of Courts
t
By: I •�!s " .i4k _ B • _ i! r
Dated: 111 _ 0 • QV ', I4 TOM HENNING, CHAIRMAN
Attest as to C ,air' an's u(SEAL'signature only.
Fare Logistics, Corporation, Developer
� q" ,V,,,L2.4_4/`-
First Witness Signature
iNC1G\ O, �v.�c-her
TType�\\print witness n meT Vanessa Rodenburgh, President
--
..- ----„\
Second Witness
/'wJrLJ - L/, Gi L -, -
TType/print witness nameT
Approved as to form and
I sufficiency: /.0......L.....
Deputy County Attorney
Sd4 I Y ie.4c L.
Print Name