The URL can be used to link to this page

#22-008-NS (Avail Technologies, Inc.) C:' )O I TECHNOLOGIES, INC. COLLIER COUNTY AGREEMENT# 22-008-NS Between COLLIER COUNTY AND AVAIL TECHNOLOGIES, INC. FOR Enterprise Transit Management Software (ETMS) Maintenance, Warranty and Support 0 availtec.corn ( 814--234-3394 11960 Old Gatesburg Rd., Suite 200 State College, PA 16803 Support, Warranty, & License (SWL) Agreement Collier Area Transit (CAT) 1 SUPPORT, WARRANTY, & LICENSE AGREEMENT THIS SUPPORT WARRANTY& LICENSE AGREEMENT"(AGREEMENT") is made and entered into effective as of February 1, 2022 (the "Effective Date"), by and between Avail Technologies, Inc., a Pennsylvania corporation located at 1960 Old Gatesburg Road, Suite 200, State College, PA 16803, hereinafter called "AVAIL", and Collier County, a political subdivision of the state of Florida c/o Collier Area Transit (CAT), located at 3299 Tamiami Trail East, Suite 103, Naples, FL 34112, hereinafter "COUNTY", collectively referred to as the "PARTIES." WHEREAS, Avail is the owner of the Software (as defined below) which is licensed to COUNTY under and pursuant to the terms of this Agreement and all referenced Exhibits; and WHEREAS, COUNTY, desires to obtain a license to use the Software solely in its business operations on the terms and conditions set forth in this Agreement; and WHEREAS, AVAIL has licensed to the COUNTY certain systems as specified in Section 2 of this document and COUNTY wishes to have AVAIL perform maintenance services on the software and associated hardware of the licensed systems pursuant to the terms and conditions of the Agreement. NOW, THEREFORE, the COUNTY and AVAIL, in consideration of the mutual covenants, promises, and representations contained herein, the sufficiency of which is hereby acknowledged, the PARTIES hereto agree as follows: 1.1 DESCRIPTION AND TERM 1.1.1 SYSTEMS COVERED The materials covered in this Agreement are the Hardware and Software required for deployment of AVAIL's Enterprise Transit Management Software (ETMS), as set forth in Section 1.11. 1.1.2 SITES 3299 Tamiami Trail East, Suite 103, Naples, FL 34112 1.1.3 TERM This Agreement shall commence on the Effective Date and will remain in force until the completion of the Term, unless earlier terminated as set forth in Section 3.2. The Term will automatically renew for successive periods of twelve (12) months (each, a "Renewal Term", and the Term and Renewal Term are collectively, the "Term"). Any renewal of term shall be agreed to in writing by the PARTIES at least sixty (60) days prior to the expiration of the current term. 1.2 DEFINITIONS 1.2.1 DOCUMENTATION "Documentation" shall mean the documentation to which the Software must conform as set forth in the original Project Contract; 0l)QIL TECHNOLOGIES, INC. availtec.com 814--234-3394 11960 Old Gatesburg Rd., Suite 200 State College, PA 16803 2 0.0 Support, Warranty, & License (SWL) Agreement Collier Area Transit (CAT) 1.2.2 ERROR "Error" shall mean a material and reproducible failure of the Software to function in conformity with the Documentation. 1.2.3 ADDITIONAL SERVICES "Additional Services" shall mean any service that is not covered by this agreement. 1.2.4 HOSTED SUPPORT "Hosted Support" (as elected under services in Section 1.13.1) shall mean AVAIL will house, implement, maintain and backup the customer fixed-end system on AVAIL owned (or leased) equipment for the duration of the term. 1.2.5 ANNIVERSARY "Anniversary" shall mean the beginning date of the term and the annual occurrence of that date for the duration of the term. 1.2.6 PROJECT CONTRACT "Contract" shall mean the original Intelligent Transportation System Project Contract entered into between Avail and COUNTY. 1.2.7 BUG FIXES "Bug Fixes" shall mean any corrections or upgrades to the Software as development occurs over time. 1.2.8 PURCHASED FEATURE ENHANCEMENTS "Purchased Feature Enhancements" shall mean any software features developed beyond the documentation for the original Project Contract when and where this system was purchased by COUNTY. 1.2.9 NEW FEATURE PURCHASES "New Feature Purchases" are features above and beyond the scope of the original Project Contract that existed and were not purchased at that time OR new features developed after the completion of the original Project Contract. 1.3 COUNTY SUPPORT PLANS COUNTY has elected the level of support set forth in Section 1.13.1 1.4 AVAIL RESPONSIBILITIES During the term of this Agreement, AVAIL shall provide the following support measures ("Support Services") GI VO I L TECHNOLOGIES, INC. availtec.com I 814-234--3394 11960 Old Gatesburg Rd., Suite 200 State College, PA 16803 3 GP Support, Warranty, & License (SWL) Agreement Collier Area Transit (CAT) 1.4.1 STANDARD LEVEL OF SUPPORT The Standard Level of Support of which there are two problem resolution standards (See Section 1.13.1): 1.4.1.1 GENERAL PROVISION: A. Telephone hot line access for problem and error reporting and response of diagnostic services; B. Ability to initiate support requests via e-mail to support@Availtec.com; and C. Ability to initiate support requests via Avail Customer Support Portal by visiting https://www.availtecportal.com. D. AVAIL shall staff their Call Center during regular business hours see Section 1.13.1. In case of a support call, AVAIL will want to collect the pertinent information as soon as practical. In the event that AVAIL cannot answer the initial call,a voicemail service shall be operative as a backup system; 1.4.1.2 ROUTINE CARE A. AVAIL shall respond to the call as stated in Section 1.13.1; B. The problem will be entered into the AVAIL tracking system, entering the Caller's Name, Property Location and Contact Phone Number; C. AVAIL shall keep COUNTY advised of a plan for resolution of the error as soon as practical; and D. If the error occurs after AVAIL business hours, the Caller shall still leave a voice message with the same information as listed above. 1.4.1.3 URGENT CARE A. AVAIL will respond to a call as stated in Section 1.13.2; B. Upon receipt of the call, the Support Team will immediately begin to assess the error and begin the process of resolving the problem. Resolution shall be conveyed to COUNTY as soon as practical; C. The error will be entered into the AVAIL tracking system; and D. On-site response for requests for remedial support and diagnostic repair services in response to a problem submitted to Avail shall be pursuant to Section 1.13.2 of this Agreement. 1.4.1.4 SYSTEM SELF-DIAGNOSTICS AND SELF-HEALING CAPABILITIES A. Through the use of the sophisticated Software monitoring system, the system will notify the operations staff of potential system degradation and alerts the on-call staff via message 24 hours / 7 days a week. B. Through these same techniques, the system has the capability to self-heal processes that have stalled or failed. a va I L. TECHNOLOGIES, INC. availtec.com 814..234--3394 11960 Old Oatesburg Rd., Suite 200 State College, PA 16803 4 0 Support, Warranty, & License (SWL) Agreement Collier Area Transit (CAT) 1.5 COUNTY RESPONSIBILITIES COUNTY shall give AVAIL, their full cooperation to facilitate proper and prompt performance of the Support Services and any Additional Services that the PARTIES agree. COUNTY shall provide: A. A key technical contact that shall be familiar with the System and/or Software to provide adequate information and feedback in order to facilitate problem reporting and resolution; B. The key technical contact will be aware of the terms and conditions under which AVAIL Systems provides after hours support: I. Promptly notify AVAIL of any error in the System; II. Provide sufficient information for AVAIL to effectively diagnose errors including a detailed description of the issue in text format, an explanation of what the user was doing when the issue occurred,any error messages that the system returned, screen shot images of the error, the current status of the system, a determination if the system is functional, and a state retrieval, if requested; III. Permit AVAIL to take such reasonable steps as AVAIL shall consider necessary to remedy any errors; IV. Allow AVAIL prompt and reasonable access to: a. The Software and Intelligent Transit System (ITS)Server through a Virtual Private Network (VPN) in case of primary server hardware failure and access to other 3rd party systems such as the communications network provider. b. COUNTY's physical sites, at the locations specified in Section 1.1.2. V. Provide a reasonably safe and secure work environment at the site(s) for AVAIL's authorized personnel performing Support Services and Additional Services on-site. VI. COUNTY shall not permit any person other than authorized AVAIL personnel to make corrections or in any way modify the Software. Any work, repair, replacement, remedial support, emergency support, or correction necessary will be in violation of this provision shall be considered Additional Services. 1.6 SOFTWARE MAINTENANCE AVAIL shall notify and make available to the COUNTY all Purchased Feature Enhancement and Bug Fixes to the software for the current software license. The nature and extent of the elements to be included or covered in any Enhancement, or Bug Fix shall be determined solely by AVAIL. Purchased Feature Enhancements and Bug Fixes will be made available to the COUNTY at no additional charge other than the costs for additional hardware,configuration, integration,testing,travel and lodging and per diem, provided they are current in their payment of the fees set forth in Section 4. CVO I TECHNOLOGIES, INC. availtec.com 8111 234-3394 11960 Old Gatesburg Rd., Suite 200 State College, PA 16803 5 G�,O Support, Warranty, & License (SWL) Agreement Collier Area Transit (CAT) In the event the COUNTY has elected not to pay the Maintenance and Support Fees, they may obtain updates of a Purchased Feature Enhancements and Bug Fixes by paying the aggregate annual Maintenance and Support Fees which would otherwise have been due from the date of discontinued Maintenance and Support Services to the date such Purchased Feature Enhancement or Bug Fixes becomes generally available. As soon as practical, AVAIL will provide the COUNTY with information relating to any Software New Features during the term of this Agreement. New Feature Purchase shall be negotiated and agreed to in writing, between the PARTIES, prior to any work beginning on the requested task. All reasonable efforts shall be made by the COUNTY to provide AVAIL access to the individual Software server through the VPN process. Any New Feature Purchases, Purchased Feature Enhancement and Bug Fixes provided shall be governed by all of the terms and provisions of this Agreement. Upon notification, the COUNTY shall have six (6) months from receipt of such notice to authorize AVAIL to deliver the product, provided they are current in their payment for Support,Warranty and License Fees. All New Feature Purchases, Purchased Feature Enhancements, or Bug Fixes provided, shall be considered Software for purposes of this Agreement. AVAIL agrees to provide to the COUNTY the elected level of support as defined in Section 1.13.1 for the Software and any subsequent upgrades during the full term of this Agreement (including all renewals) through the Term or any subsequent extension of Maintenance and Support Services; provided that the COUNTY has paid the applicable Support, Warranty, and License Fees hereunder as and when they become due. AVAIL agrees that its failure to continue to provide such support shall constitute a material breach of this Agreement. AVAIL agrees to provide to the COUNTY the Level of Support as stated in Section 1.13.1 for the Software and any subsequent upgrades during the full term of this Agreement (including all renewals) through the end of this AGREEMENT or any subsequent extension; provided that the COUNTY has paid the applicable Support Fees hereunder as and when they become due. AVAIL agrees that its failure to continue to provide such support shall constitute a material breach of this Agreement. 1.7 MAINTENANCE AND SUPPORT SERVICES A. The COUNTY shall pay the Support, Warranty, and License Fees set forth, and the COUNTY will receive technical support for the Term; B. Provided the COUNTY has paid the applicable Support, Warranty, and License Fees, AVAIL shall support the Hardware and Software as set forth in this AGREEMENT; C. Corrections - For a period of Twelve (12) months following the release of a Purchased Feature Enhancement upgrade, AVAIL will use reasonable efforts to support any previous Release of that Software program. AVAIL shall advise the COUNTY as soon as practical, of the intention to discontinue support services of any version of AVAIL software currently in use by the COUNTY. AVAIL shall also maintain this requirement for the subcontractors they use for this Project; D. AVAIL shall have no obligation to correct problems which are traced to any COUNTY errors, modifications, enhancements, software or hardware. • QUQIL TFCHNOE OGIFSS, INC. availtec.com 814 234--3394 11960 Old Oatesburg Rd., Suite 200 State College, PA '16803 6 co o Support, Warranty, & License (SWL) Agreement Collier Area Transit (CAT) E. In the event that AVAIL provides any Additional Services requested by COUNTY, AVAIL shall invoice for such Additional Services based upon its then-current time and material rates. COUNTY shall pay all charges for such Additional Services upon receipt of a proper invoice and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act". Any late interest fees shall be pursuant to Section 218.74, Fla. Stat. Charges for Additional Services may include fees for labor, materials, hardware components, shipping, software, documentation, and/or other products or services and associated expenses, including reasonable travel expenses incurred by AVAIL when providing Additional Services at COUNTY's request. F. Additional Support, Warranty, and License,which shall follow the completion of this AGREEMENT pursuant to Section 1.1.3, may be extended for an agreed upon timeframe by the PARTIES. The cost will be at AVAIL's then-current standard Support, Warranty, and License Fees for as long as AVAIL offers such support. The intent is to make payment of the applicable fees in advance of each anniversary. If COUNTY purchases Support, Warranty, and License for any copy of the Software, it must purchase Support, Warranty and License for all licenses of such Software unless COUNTY has discontinued the use of certain licenses within the Avail Suite of purchased and installed modules. 1.8 TRAVEL EXPENSES Travel expenses shall be reimbursed as per Section 112.061, Fla. Stat. and must be approved in writing by the COUNTY. 1.9 MAINTENANCE AND SUPPORT A. AVAIL represents to COUNTY that all services provided hereunder will be performed in a workmanlike manner. B. This Agreement includes the Software and Hardware listed below for the entire Term. If during the duration of this Agreement,any software or hardware were to become obsolete,AVAIL agrees to work with COUNTY to provide a replacement device and to ensure its downward compatibility with the rest of the deployed system. 1.10 SYSTEM SUPPORT AVAIL will provide remote and, if necessary, on-site system support as per Section 1.10.2(B), for the Term specified in this Agreement, for all software initially provided by AVAIL for sustaining the accepted system configuration. 1.10.1 PHONE AND REMOTE DIAGNOSTIC SYSTEM SUPPORT AVAIL will provide consultation to COUNTY's Key Technical Contact to: A. Facilitate remote troubleshooting and solution implementation; B. Acquire and review data logs for problem identification via remote access line; 3a CaVbIL TECHNOLOGIES, INC. fit' ,X0044 availtec,com 814 234-3394 11960 Old Gatesburg Rd., Suite 200 State College, PA 16803 7 O c ' Support, Warranty, & License (SWL) Agreement Collier Area Transit (CAT) C. Provide problem analysis and possible resolution; D. COUNTY must maintain remote access capability for AVAIL to diagnose reported software and systems problems. Remote access will be via a VPN connection; E. AVAIL can, at COUNTY's request, assist in arranging for service and support of non-warranted components (i.e. LAN interface to the Communications system and Installation / Removal services). AVAIL will not be responsible for the service call or system repair costs. Such costs will be billed to COUNTY. 1.10.2 EXCEPTIONS A. If it is determined by AVAIL that a hardware or software problem was not due to an AVAIL installed component, COUNTY will be responsible for all engineering and technical support, time and material costs. All labor will be charged at AVAIL's prevailing rates; B. On-site support is not included in the Agreement but is available on a time and material basis. However, AVAIL will provide remote support to COUNTY without additional charge. C v O i L' TECHNOLOGIES, INC. availtec,corn 1 814-234--3394 11960 Old Gatesburg Rd.. Suite 200 State College, PA 16803 8 coo Support, Warranty, & License (SWL) Agreement Collier Area Transit (CAT) 1.11 MAINTENANCE AND SUPPORT COMPONENTS 1.11.1 SOFTWARE LICENSES Item—Description Qty Operations • Communications • Decision Support • Detours • Dispatch Site • Special Events • Vehicle Systems (VHM) • Business Intelligence • NTD Reporting Planning&Scheduling • Build & Deploy • Geographic Tools • GTFS • Public Messages Site • Scheduling • Business Intelligence • NTD Reporting DataPoint Site 1.11.2 HOSTING SERVICES & LICENSING Item—Description Qty Hosting Services—Azure cloud-hosting for central system software Site Hosting Services—Azure cloud-hosting for VoIP 0 Changes in the fleet composition (quantity of connected devices across fleet, supervisors and other users) of COUNTY will be assessed as devices/users are added/removed. Connected devices will be evaluated semi-annually as the fleet is expanded by COUNTY and additional fees may be assessed by Avail. 1.11.3 HARDWARE 1.11.3.1 COVERED EQUIPMENT Item—Description Qty Vehicle Logic Unit—IEB/IVU 29 MDT—Vector 9000, mSlate, 10" display 29 QVQIL TECHNOLOGIES, INC. availtec.com 1814-234-3394 1 1960 Old Gatesburg Rd., Suite 200 State College, PA 16803 9 Support, Warranty, & License (SWL) Agreement Collier Area Transit (CAT) RCU/CCM 8 PA Amplifier 8 Power Filter 8 Mackenzie DADS Annunciator 21 Sunrise Next Stop Sign 29 InfoDev APC System 29 1.11.3.2 COMMUNICATIONS Item—Description Qty AVL Cellular Data 0 Sign Cellular Data 0 Public Wi-Fi Cellular Data 0 Changes in the fleet composition and cellular data needs of COUNTY will be assessed as vehicles are added/removed. Data usage will be evaluated semi-annually as the fleet and data usage is expanded by COUNTY and additional data fees may be assessed by Avail to cover usage. 1.11.4 THIRD-PARTY 1.11.4.1 COVERED THIRD-PARTY SOFTWARE—N/A 1.11.4.2 COVERED THIRD-PARTY HARDWARE—N/A 1.11.5 NON-COVERED EQUIPMENT Item—Description Qty Expiration ThinClient Workstations— 4 5/2015 S/N:S2E6DL301668, S2E6DL302218,S2E6DL302712&S2E6DL302730 Products deemed defective will be repaired at no additional cost for parts, material and labor. Products will be replaced, instead of repaired, at AVAIL discretion. 1.11.6 SYSTEM MAINTENANCE A. COUNTY is responsible for equipment replacement as required for all installed equipment including: I. In-vehicle equipment; II. Wireless modem; III. Wireless LAN; IV. Wayside Sign Component modules TECHNOLOGIES, INC. availtec.com 1 814-234-3394 11960 Old Gatesburg Rd., Suite 200 State College, PA 16803 10 0-44° Support, Warranty, & License (SWL) Agreement Collier Area Transit (CAT) B. System Maintenance includes removal of equipment, replacement with a spare, initial triage diagnostics and shipping to a designated repair point. Any item returned to AVAIL must follow AVAIL's RMA procedures; I. COUNTY is responsible for shipping cost to AVAIL or designated repair point.AVAIL will return ship at AVAIL's expense. 1.11.6.1 EXCEPTIONS: A. Non-technical hardware items such as batteries, racks, cables, connectors, mounts, handsets, speakers,antennas,sign audio buttons, KVM switches, network switches, memory storage media, panels and punch blocks are wear items and are not covered beyond the Vehicle Installation Support; B. AVAIL is not responsible for: I. Hardware and Software that are not used and serviced according to the training and instructions provided by AVAIL; II. Products that have been altered, repaired or modified without prior consent from AVAIL; a. Products damaged by any third-party equipment or intervention,force of nature or other conditions not In AVAIL's control; b. Products damaged due to negligence or abuse. c. Cost, loss or damages resulting from the use of AVAIL supplied products, including but not limited to, loss of time, inconvenience and loss of production; d. Shipping and shipping related costs of products mailed to AVAIL; e. Costs associated with parts, materials and labor provided by COUNTY's Maintenance personnel. C. AVAIL may evaluate items not covered under Maintenance and Support and an assessment will be provided to COUNTY. If COUNTY agrees with the assessment,they will be charged for the labor to complete the evaluation, shipping and shipping related costs, parts and materials used and repair labor. If COUNTY elects not to repair the item, only the labor required for the assessment will be charged. All labor is charged at AVAIL's prevailing rates for the required skill level. 1.11.6.2 TIME AND MATERIAL CHARGES FOR NON-SUPPORTED HARDWARE REPAIRS OR SUPPORT A. To maintain system support coverage, all systems hardware must be returned to AVAIL for repair or approved for repair by AVAIL at a specified repair facility; B. Any returned unit may be repaired or replaced at the sole discretion of AVAIL; C. AVAIL will charge a minimum of one (1) hour for each issue or return with subsequent increments billed at one-quarter(1/4)hour intervals at AVAIL's prevailing rate charges(Please refer to Section 1.13.1); D. Charges for non-supported repair/ replacement or support will include the prevailing Preferred Customer rates (subjected to periodic updates). IJ'CaIL TECHNOLOGIES, INC. availtec.com l 814-234-3394 11960 Old Gatesburg Rd., Suite 200 State College, PA 16803 11 0 G Support, Warranty, & License (SWL) Agreement Collier Area Transit (CAT) E. Travel and associated travel labor costs for on-site work (if required) are not included and will be invoiced to COUNTY at travel costs shall be pursuant to Section 1.8 of this Agreement.An estimate of on-site costs will be provided prior to any travel expenses being incurred. 1.11.6.3 INSTALLATION Vehicle Installations 90—Days 1.11.6.4 SYSTEM MAINTENANCE LOGGING All system maintenance or repair information, whether Hardware or Software, is collected and recorded via CRM Case Logs entry, RMA Tracking for Hardware and configuration management tools for Software. 1.12 LIMITS OF MAINTENANCE & SUPPORT PLAN The maintenance and support set forth in this agreement is a limited maintenance and support plan.The hardware and software included under the initial installation, new feature purchases, purchased feature enhancements or bug fixes, are subject to the representations, warranties, indemnifications, limitations and disclaimers set forth in the Agreement. QVQIL CECHNOIa7GIE5, availtec.com 814-234-3394 11960 Old Gatesburg Rd„ Suite 200 State College, PA 16803 12 O GQ' Support, Warranty, & License /SNUAgreement Collier Area Transit ([AT) 1.13 AVAILABLE CUSTOMER SUPPORT PLANS 1.13.1 MAINTENANCE AND SUPPORT PLAN � Plan ` � - Description � ° Routine Care and Urgent Care are provided during standard business hours. Standard Business ° if needed fora non-covered item' Time and Material charge mechanism must be in place before work will commence and * Urgent Care response 24/7 access to the Avail Support Team which includes Extended Hours Standard Business Hours Support and all NON-business hours of coverage to support Urgent Care needs. z ° A customer support line to contact the on-duty support engineer atAvail. * The continuation of Urgent Care resolution after Standard Business Hours. ° Includes all features of Standard Business Hour Support and Extended Hours Support * Avail operates and maintains the fixed end computer system in our dedicated data center operation Hosted System ° Avail connects tu your high-speed communications interface provider ° Avail maintains system backup services and operational system redundancy * Includes system hardware maintenance and software release maintenance and upgrades * Avail provides the staff for operation and maintenance of the computer system at the hosted location `, - - ` x~~� U U �~�x `�~ "�.� n �� rsc*wumn/ss. /wc avai|teo.com 814-234-3394 ! 1960 Old Gatesburg Rd_ Suite 2OO State College, PA1b8O3 13 Support, Warranty, & License (SWL) Agreement Collier Area Transit (CAT) 1.13.2 PROBLEM RESOLUTION STANDARDS PRIORITY DEFINITION A nuisance issue which is not causing a significant impact on system performance or Low interfering with the work of the customer. A support ticket that does not have a significant impact on system performance or Medium interfering with the work of the customer. A support ticket that has a significant impact on the system performance and/or whichhas a significant impact on the customer and/or is public facing. System outage Normal Business Hours Outside Business Hours Priority Level Response Time Resolution Time Response Time Resolution Time Critical 15 minutes 2 hours 1 hour 4 hours High 2 hours 1 business day 4 hours 1 business day Medium 1 business day 5 business days 1 business day 5 business days Low 1 business day 10 business days 1 business day 10 business days CVO I TECHNOLOGIES, INC. availtec.com 814-234-3394 11960 Old Gatesburg Rd.. Suite 200 State College, PA 16803 14 CAC Support, Warranty, & License (SWL) Agreement Collier Area Transit (CAT) 1.14 REPORTING PROCESS C. Critical or Urgent issues such as an outage should be reported via phone to 814-234-3394 x1050 I. Outside normal business hours (7 am to 8 pm Eastern Time) a. 814-234-3394 x1050, then press 1 D. RMA Requests, Low/Medium priority issues can be submitted via customer portal, email or phone. I. Portal - https://www.availtecportal.com II. Email—support@availtec.com III. Phone—814-234-3394 x1050 E. If no answer at the Call Center, be sure to leave caller name, property name and contact phone number, description of problem; 1.15 STANDARD BUSINESS HOURS A. Monday through Friday; B. 7:30 AM to 7:30 PM EST; C. The following national holidays are excluded. January 1st Presidents Day Memorial Day July 4' Labor Day Thanksgiving Day Friday Immediately after Thanksgiving Christmas Eve -Dec. 24" Christmas Day— Dec. 25" NOTE: If the Holiday falls on a Saturday, AVAIL is closed on the preceding Friday. NOTE: If a Holiday falls on a Sunday, AVAIL is closed on the following Monday 1.16 WORKFLOW Upon receipt of an issue, AVAIL support staff will begin documentation of the issue. The documentation shall record all pertinent information that has been received either by telephone or email. Following completion of the gathering of information regarding the problem, AVAIL support staff will categorize the issue and communicate the target action back to COUNTY contact. Once a problem has been identified, AVAIL support staff will work with AVAIL or third-party engineering staff to determine an appropriate solution timeframe. Once the solution has been tested and proven viable, AVAIL support staff will contact COUNTY to make arrangements for implementation. In the event the solution cannot be tested and implemented within the timeframe that was initially communicated to CaVCI I L availtec.com 814-234-3394 11960 Old oatesburg Rd., Suite 200 State College, PA 16803 15 coo Support, Warranty, & License (SWL) Agreement Collier Area Transit (CAT) COUNTY, AVAIL support staff will attempt to implement a workaround for COUNTY while pursuing resolution. In all cases, AVAIL will attempt to minimize the amount of time necessary to resolve the issue. If AVAIL personnel cannot recreate the problem in the lab configuration, additional information may be required from COUNTY. This may include but is not limited to screen shots in .bmp or .jpg format and/or retrieval of files from the affected software. AVAIL will endeavor to resolve any system problems remotely through use of a Virtual Private Network (VPN). If both parties deem it necessary to travel to COUNTY premises to resolve the problem, the on-site engineering/technical support services are included in this Agreement. The cost for the travel and living expenses shall be agreed upon in advance between the PARTIES. The engineering / technical support services rendered will be billed to COUNTY if it is determined while on site that the problem resolution was not due to AVAIL's inability to re-create and resolve the problem remotely. 2 SOFTWARE 2.1 LICENSE TO USE SOFTWARE 2.1.1 DESCRIPTION In consideration of the licenses set forth in the Agreement, and subject to termination as provided Section 1.13.2, Avail grants to COUNTY a nonexclusive, nontransferable site license for authorized COUNTY employees (users) and vehicles (as provided in Section 2.1.2 below) to use the Avail Enterprise Transit Management Software (ETMS). THE SOFTWARE IS COPYRIGHTED AND LICENSED (NOT SOLD). AVAIL DOES NOT SELL OR TRANSFER TITLE TO, OR ANY OWNERSHIP INTEREST IN, THE SOFTWARE OR DOCUMENTATION TO COUNTY. COUNTY'S LICENSE OF THE SOFTWARE WILL NOT COMMENCE UNTIL COUNTY HAS EXECUTED THIS AGREEMENT AND AN AUTHORIZED REPRESENTATIVE OF AVAIL HAS RECEIVED, APPROVED AND EXECUTED A COPY OF IT AS EXECUTED BY COUNTY. 2.1.2 SCOPE OF PERMITTED USE Pursuant to Section 1.11 — COUNTY agrees that it may allow its designated employees or computers (Users) access to the software and may manage all authorized vehicles in the Software. 2.1.3 SCOPE OF LICENSE RIGHTS; RESTRICTIONS A. The license granted to COUNTY under this Agreement entitles COUNTY to use, and COUNTY agrees to use, the Software and Documentation solely as set forth in this Section 2.1.3 (A)(I) through Section 2.1.3 (A) (IV): I Store, install and access the Software, in machine readable form, through an internal network using those computers and software specified in the Agreement, or access the Software via the Internet, but in either case only for use by the COUNTY site's authorized and designated users and only for the purpose of serving the internal needs of the business of COUNTY; QVOIL TECHNOLOGIES, INC. availtec.com 1 814-234-3394 11960 Old Gatesburg Rd., Suite 200 State College, PA 16803 16 cAo Support, Warranty, & License (SWL) Agreement Collier Area Transit (CAT) II In support of COUNTY's authorized use of the Software, store the Software's machine- readable instructions or data in,transmit it through,and display it on machines associated with the computer(s) specified in this Agreement; III Make two (2) copies of the Software in machine-readable, object code form, for nonproductive backup purposes only, provided that and, IV Use the Documentation solely to assist COUNTY in its authorized use of the Software. B. The license granted to COUNTY under this Agreement does not grant to COUNTY the right to; I Copy (except as expressly permitted in Section 2.1.3 (A)(III)above), change, disassemble, decompile, reverse engineer, sublicense, assign, 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 the Software; prepare derivative works of the Software: or separate the components of the Software; II Copy or provide any third party with access to or use of any of the Documentation without the prior written consent of Avail; III Transfer any of COUNTY's rights or obligations under this Agreement without the express, advance, written consent of an officer of Avail, and then only if: i. COUNTY keeps no copies of the Software or Documentation; ii. COUNTY transfers COUNTY's entire rights and obligations under this Agreement in or to the Software and Documentation; and, iii. The transferee agrees in writing to the terms and conditions of this Agreement, after which time COUNTY will no longer have the right to use the Software. Any attempted transfer or assignment of any of COUNTY's rights or obligations under this Agreement shall be null and void unless it is in full compliance with this Section 2.1.3 (B)(III); 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 the results of any benchmark tests run on the Software or its components; or, VI Use any trademarks or service marks of Avail. 2.1.4 LIMITED WARRANTY AND LIMITATION OF WARRANTIES A. Subject to the conditions and limitations set forth herein, Avail warrants for a period set forth in Section 1.1.3 immediately following the System Acceptance of the Software (the "Term")that the Software will substantially conform in all material respects to the documentation set forth in the Project Contract. Subject to the provisions and limitations set forth herein, Avail will correct any such nonconforming Software if COUNTY has notified Avail of such nonconformity in writing within the Term. Avail shall not be obligated to correct, cure or otherwise remedy any such caeaIL TECHNOLOGIES, INC. LimswPtraImav,4. 4P availtec.com 814-234-3394 11960 Old Oatesburg Rd., Suite 200 State College, PA 16803 17 Support, Warranty, & License (SWL) Agreement Collier Area Transit (CAT) nonconformity in the Software if COUNTY has not reported to Avail the existence and nature of such nonconformity within the Term, and such nonconformity cannot be verified. B. The limited warranty set forth in Section 2.1.3 (A) above does not apply to any Software that has been repaired or modified by persons other than Avail or its authorized agents, or that has been installed by COUNTY or any of its independent contractors other than Avail. The foregoing warranty is conditioned upon the proper use of the Software in accordance with the terms and conditions of this Agreement and with Avail's User Manual and any other written instructions provided by Avail to COUNTY, and in an operating environment in compliance with the documentation and requirements as set forth in this Agreement. Avail makes no warranty that the operation of the Software will be uninterrupted or error free, or that all Software defects will be corrected. C. Avail makes no warranty that the Software will operate with all applications, utilities, or other memory resident programs. D. Avail shall not be responsible for any obsolescence of the Software for any reason. Furthermore, Avail assumes no responsibility for the use of superseded, outdated or uncorrected versions of the Software. 2.1.5 PROPRIETARY PROTECTION AND RESTRICTIONS A. COUNTY acknowledges and agrees that the Software and Documentation is the sole property of Avail and contains copyrighted, confidential and trade secret information, and that as between Avail and COUNTY, Avail shall have the sole and exclusive ownership of all right, title and interest in and to the Software and Documentation, (including ownership of all trade secrets, confidential information and copyrights pertaining thereto), subject only to the rights and privileges expressly granted to COUNTY herein by Avail. COUNTY must and will keep the Software and Documentation free and clear of all claims, liens and encumbrances of any nature whatsoever. COUNTY will keep the Software and Documentation in confidence and will take all reasonable measures necessary to protect and maintain the confidential and proprietary character of the Software and Documentation. Furthermore, COUNTY will indemnify and hold Avail harmless 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 COUNTY's action or inaction. B. COUNTY hereby authorizes Avail to enter COUNTY's premises in order to inspect the Software in any reasonable manner during regular business hours to verify COUNTY's compliance with the terms of this Agreement. COUNTY will cooperate fully with Avail and promptly provide Avail and its agents with full access to its facilities, and will engage in no acts or omissions to hinder or delay Avail's access to COUNTY's premises and computers or the inspection thereof. C. COUNTY acknowledges that, in the event of COUNTY's breach of any of the provisions of this Agreement, Avail will not have an adequate remedy in money or damages. Avail shall therefore be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request. Avail's right to obtain injunctive relief shall not limit its right to seek further remedies. Q L)O I Tf C:II°JOLJC! f:F, IN . availtec.com 814-234-3394 } 1960 Old Oatesburg Rd.. Suite 200 State College, PA 16803 18 C40 Support, Warranty, & License (SWL) Agreement Collier Area Transit (CAT) 2.1.6 AGREEMENT SERVICES 2.1.6.1 TRADITIONAL& WARRANTY&SUPPORT PLAN To Ensure System Reliability A. Includes standard phone, email, and remote debugging support B. Access to training documents and video library 2.1.6.2 SOFTWARE UPGRADES To keep your software current with the latest features A. Includes software updates to latest release B. Includes training on new features and reports 2.1.6.3 FOLLOW-UP ADOPTION SUPPORT TRAINING(FAST) And finally, our exclusive Follow-on Adoption Support Training (FAST) to ensure your software is being adopted for maximum return on your technology investment A. Includes invitation to our Quarterly Webinars B. Includes annual onsite assessments C. Includes invitation to Annual FAST user conference 3 GENERAL TERMS 3.1 LIMITATION OF LIABILITY A. Indemnification by the COUNTY is subject to the limitation set forth in Section 768.28, Fla. Stat. B. Except with respect to the obligations of Avail, in no event shall Avail's liability for any reason and upon any cause of action under the software license agreement exceed the maintenance and support fees paid by PROPERY to Avail; C. The PARTIES shall not rely upon and shall not grant any means of remedy arising from any statement, representation, maintenance and support or understanding of any person other than as expressly set out in this agreement. D. EXCEPT FOR ANY LIABILITY ARISING UNDER SECTION 2.1.5,THE CUMULATIVE LIABILITY OF AVAIL TO COUNTY FOR ALL CLAIMS RELATING TO THE SOFTWARE AND THIS AGREEMENT, INCLUDING ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT OR STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID TO AVAIL HEREUNDER. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.AVAIL SHALL HAVE NO LIABILITY FOR LOSS ......................... do a TECHNOLOGIES, INC. availtec.com I 814 234 3394 11960 Old Gatesburg Rd., Suite 200 State College, PA 16803 19 O4o Support, Warranty, & License (SWL) Agreement Collier Area Transit (CAT) OF DATA OR DOCUMENTATION, IT BEING UNDERSTOOD THAT COUNTY IS RESPONSIBLE FOR REASONABLE BACKUP PRECAUTIONS. E. IN NO EVENT SHALL AVAIL BE LIABLE FOR ANY LOSS OF PROFITS; ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES; OR ANY CLAIMS OR DEMANDS BROUGHT AGAINST COUNTY OR ANY THIRD PARTY, EVEN IF AVAIL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIMS OR DEMANDS. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. F. Avail and COUNTY do not rely on and shall have no remedy arising from any statement, representation, warranty or understanding (whether negligently or innocently made) of any person(whether party to this Agreement or not)other than as expressly set out in this Agreement. 3.2 TERMINATION A. COUNTY may terminate this Agreement for convenience with a thirty (30) day written notice to Avail. B. Notwithstanding the foregoing,all provisions here of relating to confidentiality, proprietary rights, nondisclosure, indemnity and limitations of liability shall survive the termination of this agreement. In the event of termination under this paragraph, COUNTY will not be entitled to any refund of any portion of the fees paid to Avail under this agreement, unless Avail: I. Materially breaches this agreement and fails to cure such breach within thirty (30) days after notice from COUNTY; II. Delivers a notice that the software has been declared obsolete or withdrawn from sale; III. Otherwise discontinues providing standard level of support for the myAvail software suite: a. Avail shall refund to COUNTY an amount equal to the aggregate support charges paid by COUNTY for the time during which the standard level of support services was not provided to COUNTY. 3.3 INDEMNITY If a third-party claims that the Software or Documentation infringes any patent, copyright, trade secret, or any similar intellectual property right, Avail will defend COUNTY against such claim at Avail's expense and will pay all damages that a court finally awards, provided that COUNTY promptly notifies Avail in writing of the claim, cooperates fully with Avail in the defense of any such claims, and allows Avail to control the defense thereof and/or any related settlement negotiations. If such a claim is made or appears possible, Avail will, at its option and expense, either: (i) procure for COUNTY the right to continue using the Software and/or Documentation; (ii) replace or modify the Software or Documentation so that it becomes non-infringing; or, oL.'dIL rFCHNNOL_GOIES, INC. availtec,com 814--234.-3394 11960 Old Oatesburg Rd., Suite 200 State College, PA 16803 20 Support, Warranty, & License (SWL) Agreement Collier Area Transit (CAT) (iii) if it is not possible or in Avail's sole discretion is not economically feasible for Avail to so procure such right or so replace or modify the Software, require the return of the Software and upon such return repay to COUNTY the unused portion of the applicable license fee amortized over a 3 year period from the Effective Date and any annual technical support fees paid by COUNTY for the remainder of the then current Term for such technical support services. However, Avail shall have no obligation for any claim based on COUNTY's modification of the Software or Documentation or its combination, operation or use with any product, data or apparatus not specified or provided by Avail. THIS PARAGRAPH STATES AVAIL'S ENTIRE OBLIGATION TO COUNTY WITH RESPECT TO ANY CLAIM OF INFRINGEMENT. 3.4 EXPORT AND GOVERNMENT USE RESTRICTIONS COUNTY agrees that it will not export or re-export the Software, any part thereof, (the foregoing is referred to as the "Restricted Components"), to any country, person or entity subject to United States export restrictions. Furthermore, COUNTY agrees to comply with all 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 terms of this Section shall survive the termination or expiration of this Agreement. 3.5 INCORPORATION OF OTHER SOFTWARE The Software may incorporate material or components which are owned by third parties and which are used by agreement between Avail and such third parties. COUNTY acknowledges and agrees that any third-party owner of such materials or components is a direct and intended third party beneficiary of this Agreement who may enforce this Agreement directly against COUNTY. 3.6 ASSIGNMENT This Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the PARTIES and their respective successors and permitted assigns. Except as otherwise provided herein, this Agreement may not be assigned by COUNTY without the prior written consent of Avail and upon payment of an assignment fee. 3.7 SEVERABILITY Should any one or more of the provisions of this Agreement be determined 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 Party shall endeavor to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as practicable to that of the unenforceable provisions. 3.8 NO THIRD-PARTY RIGHTS Except as otherwise expressly provided herein, the representations, warranties, covenants and agreements contained in this Agreement are for the sole benefit of the PARTIES and their respective CaIJ'OIL TECHNOLOGIES, INC. availtec.com 1814-234-3394 11960 Old Gatesburg Rd., Suite 200 State College, PA 16803 21 04.10 Support, Warranty, & License (SWL) Agreement Collier Area Transit (CAT) successors and permitted assigns, and they shall not be construed as conferring any rights on any other persons. 3.9 CONFIDENTIALITY A. "Confidential Information" is hereby designated as"trade secrets" and is defined as the following: I. Any information or data in the form of specifications, technical information or otherwise furnished to COUNTY under this Agreement; II. The business or technical information of AVAIL, including but not limited to any information relating to AVAIL's product plans, designs, costs, finances, marketing plans, business opportunities, personnel, research, development or know-how; and III. Any other information reasonably and appropriately designated in writing by AVAIL as "trade secret" which, under the circumstances taken as a whole, would reasonably be deemed to be confidential under applicable law. B. Confidential information shall not include information that I. Is in or enters the public domain without COUNTY's breach of the Agreement; II. COUNTY receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation; or III. COUNTY develops independently, which it can prove with clear and convincing written evidence. C. COUNTY agrees, to take all measures reasonably required to maintain the confidentiality of all confidential information in its possession or control, which will in no event be less than the measures the COUNTY uses to maintain the confidentiality of its own information of equal importance. COUNTY further agrees to only use Confidential Information disclosed in connection with this Agreement solely to exercise its rights and perform its obligations under the Agreement. D. COUNTY agrees to inform its employees of their confidentiality obligations regarding the Licensed Program and any other Confidential Information of AVAIL. COUNTY further agrees to ensure that contract employees (including temporary employees) of COUNTY agree to confidentiality obligations similar to those of this Agreement. E. In the event of a third-party challenge to the Confidential Information, AVAIL shall provide the COUNTY with any evidence deemed necessary to successfully defend the legal challenge and establish that the Confidential Information meets the criteria. F. Confidentiality of information contained in this agreement is subject to the requirements of the Florida Public Records Act, Chapter 119, Fla.Stat., and the Florida Sunshine Law, Chapter 286, Fla. Stat. CVO I FC:I-;NQtOriIES>, INC. availtec.com ! 814-234-3394 111960 Old Oatesburg Rd., Suite 200 State College, PA 16803 22 coo Support, Warranty, & License (SWL) Agreement Collier Area Transit (CAT) 4 PRICING & PAYMENT TERMS (CONFIDENTIAL& PROPRIETARY) COUNTY will be invoiced one month prior to the start of the next anniversary date. Should COUNTY still need Avail support, warranty, licensing services post-January 31, 2023, COUNTY commits to the pricing shown billed on a monthly basis. Payments are due upon receipt of a proper invoice and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act."Any late interest fees shall be pursuant to Section 218.74, Fla. Stat. Invoice date will be one month prior to next support start date i.e. February 1,2023 milestone will be issued January 1, 2023. Annual Period of Support Support Renewal February 1, 2022 - January 31, 2023 $ 71,695.84 Total Price $ 71,695.84 Monthly Ongoing Support - as needed $ 5,974.65 Election (check one) X ***By executing this agreement, COUNTY is committing to a support term of no less than February 1,2022-January 31,2023, additional months may be considered optional as needed. 5 ENTIRE AGREEMENT This Agreement constitutes the entire agreement among the PARTIES relating to the subject matter hereof, and supersedes all prior and contemporaneous negotiations, writings, agreements, warranties, guarantees, whether written or oral, express or implied, relating to the subject matter of this Agreement. The PARTIES may, by mutual written agreement and in no other manner, modify or amend the terms of this Agreement. The failure or delay of any Party at any time or times to require the performance of any provision of this Agreement shall in no manner affect its right to enforce that provision. No single or partial waiver by any Party of any condition of this Agreement,or the breach of any term, agreement or covenant of, or the inaccuracy of any representation or warranty in, this Agreement, whether by conduct or otherwise, in any one or more instances, shall be construed or deemed to be a further or continuing waiver of any such condition, breach or inaccuracy or a waiver of any other condition, breach or inaccuracy. IN WITNESS WHEREOF, the PARTIES have executed this Agreement by an authorized person or agent, effective as of the date first above written. OUdIL TECHNOLOGIES, INC. availtec.com ( 814-234-3394 11960 Old Oatesburg Rd., Suite 200 State College, PA 16803 23 Coo Support, Warranty, & License (SWL)Agreement Collier Area Transit (CAT) ATTEST: Crystal K..Kinzel. Clerk o1'Circuit Court BOARD OF COUNTY COMMISSIONERS and k'ijxp,i ,rpller COLLIER COVN-- I IDA { � 1 • •CO lam/ OAP arp It `rU.f8jOt1� • Will L. McDaniel, Jr., Chairman Dated: a 1" a- (SEAL) Approved Ito Form and Legality: ssistan ' .. nt : itnrne 1 �� \ 1 AVAILS j sses: AVAIL TECNOLOGIES,INC. i First ' n By �� ya A Ci Signature Cope/print witness name ��Q,,�j , Zi-2.- /,O�i C � t T rype/printt signature and title' Second Witn ss i/0 LY (\ac c.. V&L IV l Date T I vpe/prittt witness nameI CD V O I L avalltec.com 1814-234-3394 11960 Old Gatesburg Pd Suite 200 State College. PA 16803 24 C4O DIVISION OF CORPORATIONS Org 'rj i' Pr..);'_=. �� i C); 1 ,r Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Foreign Profit Corporation AVAIL TECHNOLOGIES, INC. Filing Information Document Number F08000003343 FEI/EIN Number 25-1831158 Date Filed 07/30/2008 State PA Status ACTIVE Last Event REINSTATEMENT Event Date Filed 09/28/2017 Principal Address 1960 Old Gatesburg Road, STE 200 State College, PA 16803 Changed: 06/07/2019 Mailing Address 1960 Old Gatesburg Road, STE 200 State College, PA 16803 Changed:06/07/2019 Registered Agent Name&Address INCORP SERVICES, INC. 17888 67TH COURT NORTH LOXAHATCHEE, FL 33470 Name Changed: 09/28/2017 Officer/Director Detail Name&Address Title Chairman Houtz, Dorsey E. 1960 Old Gatesburg Road, Suite 200 State College, PA 16803 Title CEO Houtz, Dorsey E. 1960 Old Gatesburg Road, Suite 200 State College, PA 16803 Title Chief Operations Officer Mckay, Kevin 1960 Old Gatesburg Road, STE 200 State College, PA 16803 Title CFO Couch, Kerry 1960 Old Gatesburg Road, STE 200 State College, PA 16803 Annual Reports Report Year Filed Date 2019 06/07/2019 2020 01/29/2020 2021 01/18/2021 Document Images 01/18/2021--ANNUAL REPORT View image in PDF format 01/29/2020--ANNUAL REPORT View image in PDF format 06/07/2019--ANNUAL REPORT View image in PDF format 08/20/2018--ANNUAL REPORT View image in PDF format 09/28/2017--REINSTATEMENT View image in PDF format 05/24/2016--ANNUAL REPORT View image in PDF format 01/30/2015--ANNUAL REPORT View image in PDF format 03/18/2014--ANNUAL REPORT View image in PDF format 02/19/2013--ANNUAL REPORT View image in PDF format 03/26/2012--ANNUAL REPORT View image in PDF format 04/01/2011--ANNUAL REPORT View image in PDF format 04/01/2010--ANNUAL REPORT View image in PDF format 02/02/2009--ANNUAL REPORT View image in PDF format 07/30/2008--Foreign Profit View image in PDF format Fleed�^e�,n.ir„z-,t or Sate.:i..00 r,F C:a pn'it n c