HomeMy WebLinkAboutSoftware, License, Maintenance & Support Agreement - Vermont Systems Inc - RecTrac WebTrac Software1316 COUNTY-Crry Buiu)m
227 W. JEFFERSON Boui,EVARD
SOUM BEND. INDIANA 46601-1830
CITY OF SOUTH BEND PETE BUTTIGIEG, MAYOR
Boi,RD OF PUBLIC)VORKS
February 13, 2018
Giles Willey
Vermont Systems, Inc.
12 Market Place
Essex Junction, Vermont 05452
RE: Software License, Maintenance and Support Agreement
Dear Mr. Willey.
HIM, 574/235-9251
f"AX 574/ 235-9171
The Board of Public Works, at its meeting held on February 13, 2018, approved the above
referenced agreement regarding RecTrac/WcbTrae software renewal in the amount of
$6,296.71.
Enclosed please find the original of the agreement for your signature. Please sign and return
the original agreement to our office and retain a copy for your records.
If you have any further questions regarding this matter, please call this office at (574) 23,5 -
9251.
Sincerely,
Linda M. Martin, Clerk
Enclosure
c: Rene Casiano, Innovation & Technology
GARY A. Git,m, SUZANNA M. FRITZBERG Ei.,VABETH A. MARADIK JAMEs A. M0F'1LER THERE SE J, DORAU
This SOFTWARE LICENSE, MAINTENANCE AND SUPPORT AGREEMENT ("Agreement"), is made and
entered into on February 13, 2018 (the "Effective Date"), by and between Vermont Systems, Inc., a
Vermont corporation (hereinafter "VSI"), and the City of South Bend, Indiana, acting by and through its
Board of Public Wo'rks (hereinafter "Customer"), collectively referred to herein as the "Parties" or singularly
"Party".
In consideration of the mutual covenants and obligations expressed herein, the Parties agree to the
following:
Article 1 — Software License
1.1 VSI hereby grants the Customer and the Customer thereby accepts a perpetual, non -transferable, and
non-exclusive right to use the Licensed Software and Related Materials, as described in the attached
Exhibit B price quote. The Licensed Software includes Related Materials, such as online User Reference
Manuals, Sample Reports, Installation Planning Guides,, Installation Instructions, On -Line Help, and
Sample Training Database with Tutorials.
1.2 VSI uses the, Progress OpenEdge V11 Development software to develop its applications and deploys
using the OpenEdge Workgroup or Enterprise RDBMS (embedded database) with RDBMS support for
4GL, SQL, ODBC, JDBC, and Enterprise Cluster Manager Integration, and OpenEdge Application Server,
Basic and Enterprise Editions with Replication. Therefore, Progress software with RDBMS is required to
operate the application software by platform type, and pricing is included in, the attached Exhibit B. The
client uses a standard HTML and Java Script browser interface
1.3 The, license granted herein authorizes the Customer to install the Licensed Software on the designated
computer platform using one copy of the programs to support live processing, training, and disaster
recovery databases without incurring additional license charges. Further, the Customer can make copies
of the Licensed Software for safe keeping purposes. Article 1.3 does not apply, if VSI is providing full
hosting services.
1.4 At any time, the Customer can add software and user licenses under the terms of this Agreement by
paying the additional license and maintenance fees. The total number of authorized user workstations
permitted to use the Licensed Software is limited to the number listed in Exhibit IB pricing.
Article 2 — Annual Software Maintenance and Support Services
2,1 VSI shall provide the Customer with Software Maintenance and Software Support services for the
LicensedSoftware in accordance with VSI standard SaIles and Support Policies, as described in Exhibit A.
The extent of support services being provided to the Customer are specifically listed in Exhibit B pricing.
2'.2 The Annual Software Maintenance support shall include distribution of product update releases that
include software repairs and enhancements subsequent to the initial purchase. Biennial software
updates with database conversions will also be provided in accordance with VSI standard Sales and
Support Policies, as described in Exhibit A, while periodic program only updates are available at any
time on the VSI web site. If VSI is providing full hosting services, VSI will provide software installation
and upgrade services and coordinate both with each Customer.
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Article 2 — Annual Software Maintenance and Support Services - continued
23 The Software Maintenance and Support fee will be billed annually on January 1st,commencing on
January 1, 2018. New customers will becharged omaprorated basis from the first day ofthe
installation month through the end of the current fiscal year.
2.4 This Agreement will automatically renew annually, unless the Customer notifies VSIin writing priorto
the end of the fiscal year that the Customer is terminating VSI Maintenance Support. VSI reserves the
right to increase the annual maintenance fees up to 3% annually, although VSI has rarely increased
these fees in the past. Customers can contact VSI in advance to obtain a firm quote for the next fiscal
year.
2.5 The Customer islicensed hzuse the VSIsoftware indefinitely, even ifhterminates annual maintenance
support. The Customer isthe sole owner ofits data, whether Customer hosted orVS hosted. IfVSI
hosted and the Customer terminates use of the VS1 software, VSI agrees provide a copy of the database
tothe Customer inreadable format.
A[1[C|e 3 — Software Training and InSt3U|8ƒi[]O Services
3.1 Training is offered at the Customer site, at VSI (12 Market Place, Essex Junction, Vermont), and remotely
based ommquoted daily orhourly rate, asdescribed inthe Exhibit A,VSI standard Sales and Support
3.2 Any training services and estimated charges for each Customer, including the number of training days,
and travel, lodging, meals, and other expenses, are itemized inExhibit 0. All training dates must be
mutually agreed upon bvVSland the Customer. The Customer can request achange nftraining dates
and number oftraining days. However, ifochange lsmade after travel arrangements have been
completed, the Customer will be responsible for any additional costs incurred as a result of the changes,
3.3 If VSI is providing other Installation Services, such as hardware and network operating system
installation and setup services, they will be listed in Exhibit B phdmg' as well.
3.4 The Customer is responsible fo,r reimbursing VSI for all reasonable expenses, such as travel, lodging,
meals, and other expenses necessary to complete the training, as requested by the Customer. VSI
quotes perd!iemn for mea|s based on GSA rates, unless the Customer requests actual nacmipts. While the
other estimated out-of-pocket expenses are also listed in Exhibit B, only the actual' expenses will he
billed tothe Customer, unless the Customer requires afixed price in advance.
3.5 VSIvv|Q honor training and other services quotes for up to I20dayn, but reserves the right to modify
these rates thereafter.
Article Zl—\/SI Hosting Services
41 Web Server Hosting Service ifthe VVabTrcsoftware isbeing licensed, itrequires aweb server, either
in-house or hosted, to link the Customer's transaction, server with the |ntermet. If the Customer selects
the VSI web server hosting service, as described in Exhibit D, for a minirnum of one year, the fee will be
included' inExhibit Band itwill bebilled annually inadvance. New customers will becharged ona
prorated basis from the first day of the installation month through, the end of the current fiscal year.
Web Server Hosting does not apply to this Agreement,
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4.2 Full Hosting Services - if the Customer selects full VSI hosting services for a minimum of one year,
whereby the VSI application software and Progress software are installed on VSI servers at either VSFs
Eastern or Western data center, the monthly fee for this option will be included in Exhibit B. Full
Hosting Services includes web server hosting, as described in Article 4.1. Since VSI will not be providing
full hosting services for the Customer, Exhibit E hosting services specifications do not apply to this
Agreement.
4.3 The Full Hosting Services guaranteed rate for one year, includes the PlatinumlGoldlSdver level services
and features, as described in Exhibit F.
Article 5 — Charges and Payment
51 Customer On -Premise Hosted Software — if the Customer is installing the software on its own servers,
the Licensed Software, charges will be billed to the Customer following the initial training session, and
will be due within 30 days. The initial Software License fee includes downloading the software and
documentation from VSFs FTP web site. All major software upgrades with database changes are
obtained the same way. Customers are alerted when program only updates become available, so that
they can download at their convenience. Article 5.1 does apply to this Agreement.
5.2 VSI Full Hosted Software: if VSI is installing the software on VSI servers at either its Eastern or Western
data center, the Licensed Software charges will be billed to the Customer when the software
applications become available for Customer use, and will be due within 30 days.
53 VSI Full Hosting Services: the first partial month for full hosting services payment will be invoiced on the
first day of the month following availability for Customer use, and all subsequent monthly payments are
due on the first day of each month, unless the Customer has agreed to an annual payment in advance.
5,4 The Customer shall pay all applicable sales, consumer use, and other taxes required by law, unless it is
exempt from, any or all of these taxes. If tax-exempt, the Customer must provide a tax exemption
certificate,
53 VSI will invoice the Customer for training and installation services, along with travel and other expenses,
immediately following the completion of each occurrence of training or other services.
Article 6 — Security of Programs
6.1 The Customer shall be solely responsible for the supervision and control of the licensed Customer
hosted software to ensure that it is stored in a secure location for Customer use only and that no
unauthorized and unlicensed third party gains access to it. VSI is responsible for the security of all VSI
hosted software.
6.2 Under no circumstances shall the Customer be authorized to perform Reverse Engineering of the
software object code, in order to illegally generate source code.
Article 7 —Warranties
71 VSI warrants that it has the right to license the Licensed Software, and that there are no pending liens,
claims, or encumbrances against the software,
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7.2 VSI warrants that the software shall conform to its published specifications in the Related Materials,
including, but not limited to, the Capabilities Summary, On -Line Hel'p, Reports Manual, User Reference
Manual, and Training Tutorials. VSIwarrants that the software immerchantable, inthat itwill properly
install and operate according tothe specifications herein.
7.8 VSI warrants to the Customer that it is solvent, not in bankruptcy proceedings or receivership, nor is it
engaged in any proceedings, which would have an adverse effect on its ability to perform its obligations
under this Agreement.
74 VSI warrants that there has been nVviolation of 'g:hitzmrpatent rightsinnmnnecionwith1he
Licensed Software inthis Agreement. VSI shall indemnify and' save harmless the Customer from any suit
or proceeding brought against the Customer by reason of any such infringement or any wrongful use.
VSI will defend or settle any such claim, although the Customer shall be entitled to be independently
represented by counsel ofits own choice.
Article 8— Limitation of Liability
8.1 Except for the warranties specified in Section 7, VSI grants no warranties, expressed or implied,
including, but not limited to any implied warranties of fitness for particular purpose Notwithstanding
anything tothe contrary inthis Agreement, itioexpressly agreed that neither VSInor the Customer shall
be liable to the other Party for special, incidental, indirect, or consequential damages, or for any loss or
claim by either Party.
8.2 Liability Insurance. VSI provides the Customer with a Certificate of Liability Insurance with the Customer
named asthe Certificate Holder. The standard coverages with limits and imsurer(s)are listed inthe
attached Exhibit[. If customer requires insurance coverage beyond the standard limits provided by
the VSI Certificate of Insurance, then the customer can either accept the VSI standard coverage acmo
additional charge or pay for the additional insurance coverage at VSI cost.
83 CyberL|abi|ity Insurance. The Certificate of Liability Insurance, Exhibit C, also includes CyberLiabiAity
Insurance with up to $2,000,000 for each occurrence.
/\[tiC|e 9— Risk of Loss
9.1 Fnr[ustonner hosted installations, the risk of loos or destruction, regardless of the cause shall be the
responsibility cfV3 until the Licensed Software and Related Materials have been delivered tothe
Customer's premises or downloaded to the Customer's servers, FurVSl hosted installations, VSIvvi|| be
responsible for the risk ofloss ordestruction,
9.2 For Customer hosted installations, the Customer shall beresponsible for verifying that the Licensed
Software and Related Materials have been received, installed onthe designated oompmter(s),and are
operational, unless the Agreement specifies that VSIvviU install the Licensed Software as part ofthe on -
site training. FurVS{ full hosted installations, VSIwill be responsible for installing the software on either
its Eastern or Western data center server,
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Article 10 — Personal Information Protection
10.1 Customer On -Premise Hosted Software & Database: if the Customer installs the VSI application software
on its own servers, the Customer will be responsible for the SSL (Secure Socket Layer) to protect
confidentiality of patron data flow between the server and the user workstations. To protect data at rest,
VSI offers the chargeable Progress TDE (Transparent Data Encryption) software option to encrypt user -
selected sensitive data fields to secure them from unauthorized access.
102 VSI Hosted Software & Database: VSI will provide the SSL (Secure Socket Layer) Certificate for the
hosting servers to protect the flow of data between, the hosting servers and the Customer's remote
users, as described in Exhibit E. The Progress TDE (Transparent Data Encryption) software to protect
data at rest is included with VSI hosting services at no additional charge. If a breach occurs, VSI will
notify the Customer immediately regarding the extent of the breach, so that the Customer can notify its
patrons that a breach of security has occurred.
103 VSI is covered with Cyber Liability Insurance up to two million dollars for each occurrence. This applies
primarily to Network Security and Privacy Liability, as part of Exhibit C described in Article 8.
Article 11 —Application Source Code
11.1 The Source Code for all VSI application software, along with a list of licensed customers, is held in
escrow by VSI's Escrow Agent, Kolvoord, Overton, & Wilson, Attorneys, at 6 Joshua Way, Suite B, Essex
Junction, Vermont 05452, Attm Jason Ruwet 8,02-878-3346, -ifr@essexvtla,w.com. The source code held
in escrow is updated after each software release, If VSI defaults in providing software maintenance
support due to company failure, or bankruptcy, or discontinuance of said service by VSI, it will notify the
Customer and the Escrow Agent that it is in default. The Escrow Agent will then make the source code
availabIe to the Customer within thirty days of written notice for Customer support use only.
Article 12 — Independent Contractor
121 In performing the work under this Agreement, VSI acts as an Independent Contractor and is solely
responsible for necessary and adequate workers' compensation insurance, as well as personal injury and
property damage insurance.
Article 13 — Change Orders or Extensions
13.1 The Customer may require changes in the scope of services to be performed by VSI. Such changes,
including any increase or decrease in compensation amount, must be mutually agreed upon in writing
by the Customer and VSI. VSI shall be compensated for all authorized changes in services.
Article 14 — Governing Laws & Venue
141 The Parties agree that the laws of the State of Indiana will govern this Agreement, and that the venue
for legal resolution shall be in St. Joseph County, Indiana.
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Article 15 — Authorization and Entire Agreement
15.1 Each party represents and warrants that ithas the power and ability to enter into tNnAmmemont, to
grant the rights stated herein, and to perform the duties and obligations described herein,
15.2 This Agreement and the attached Exhibits A, B, C, and G constitute the entire Agreement between
Vermont Systems and the Customer. Exhibits D, E, and F do not app,ly to this Agreement,
15.3 lfany term or other provision ufthis Agreement is invalid, illegal or incapable of being enforced, then all
other conditions and provisions of this Agreement shall nevertheless remain in full force and effect.
Article 16 — Miscellaneous Provisions
16.I Relationship, VSI shall at all times be an independent contractor ofCustomer, and no act or omission to
act bvVS shall inany way bind orobligate Customer, Noemployee ofVSIwill be, considered or
deemed tobeanemployee ofCustomer. This Agreement isstrictly for the benefit ofthe Parties and
not for any third party orperson. This Agreement was negotiated bvthe Parties atnrm'slength and
each of the parties hereto has reviewed the Agreement after the opportunity to consult with
independent legal counsel. Neither party shall maintain that the language inthe Agreement shall be
construed against any signatory hereto. Customer and VSIhereby renounce the existence ofany form
ofagency relationship, joint venture, orpartnership between VIJand Customer and agree that nothing
contained herein or in any document executed in connection herewith sboU be construed as creating
any such relationship between: Customer and VSI.
16.2 VSI hereby agrees todefend, indemnify, and hold' harmless Customer, its
officials, employees, and agents from any and all claims ofany nature which arise from the performance
by VSI under this Agreement and from all costs and attorney fees in connection therewith, excepting for
clairns arising out of the negligence of Customer, its officials, directors, employees, and agents, The
obligations ofVSI under this section shall survive the termination of this Agreement.
16.3 VSIshall comply with all applicable laws and
regulations in its hiring and employment practices and policies for any activity covered by this
Agreement, VSI shall comply with all federal, state, and municipal laws, regulations, and standards
applicable to its activities pursuant tothis Agreement including, but not limited to, the requirements
imposed bvInd. Code J2-9-l-l8(no m-dischmimatium), the provisions VfInd. Code 5-22-16.5
(disqualification for dealings with the government of Iran), and the provisions of Ind. Code 22-5-1.7
(requiring E-Verify for new employees and prohibiting employment of unauthorized aliens). Each ofthe
foregoing provisions is incorporated herein as if set forth in full, and VS1 certifies that it is in compliance
with, each such provision and shall remain in compliance through the term of this Agreement.
16.4 VSI agrees asacondition precedent tothe effectiveness ofthis Agreement, that
its authorized representative will' execute and submit tmCustomer and any other appropriate bodies mn
affidavit imthe form attached hereto as ExhibitG.
[Signature page follows.]
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Vermont Systems, Inc.
Customer
Authorized Signature Authorized Signature
Giles Willey, President
Printed Name and Title Printed Name and Title
Y'a rd of
Date Date �,:-B
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41ni:R�1
Exhibit B
Exhibit C
Exhibit
Sales And Support Policies
Exhibit A 6/15/2017
1. Software License
The application software license is a one-time fee, which provides for the perpetual use of the
software. While a deposit may not be required, the full software license fee is due for all
accounts within 30 days of completion of the first training session. The Progress OpenEdge VI1
Application Server software and Personal, Workgroup, or Enterprise Relational Database
Management System (RDBMS imbedded database) software licenses are also required to
operate the VSI application software using a browser.
2. Annual Software Maintenance and Support
The required annual maintenance support fee is prorated from the first day of the installation
month to the end of the first fiscal year, and thereafter, it is due annually on the first day of each
new fiscal year. This fee includes the following:
Worldwide telephone (800 US & Canada) and web support for VSI and Progress
software five (5) days/week, Monday -Friday, 8am-8pm ET, and availability of chargeable
Extended Hours Pager Support Monday — Friday, 8pm-10pm ET, and Saturday, Sunday,
& Holidays 8am-5pm ET. Further, Pre -Arranged Standard & Non -Standard Flours
Standby Telephone Support is available, as described in Section 4 below. The following
are included as part of the annual maintenance fee:
• Maintenance and repair of application software malfunctions with an acknowledgement
response, as described in the Call Process, Section 5 below.
• One major application software upgrade every two years, along with multiple periodic
updates. Major upgrades usually require a database conversion, while other periodic
updates are program only. Enhancements are based primarily on user requests, but they
also include an extensive number of VSI initiated improvements, all of which are added
at the discretion of VSI. The status of all VSI software releases is available on VSI's web
site at www.verrnontsystems.com. Further, VSI notifies all Customers regarding the
status and availability of all software releases in its' quarterly newsletter. Customers
must contact VSI to schedule major software upgrades, which are downloaded from
VSI's FTP site by Customers that host on premise. VSI upgrades software for all VSI
hosted Customers.
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One biennial database conversion by VSI via FTP or WebEx during standard VSI business
hours. VSI FTP/WebEx database conversion services are only chargeable, if started
and/or completed during non-standard VSI business hours (before Sam and after 5pm
ET, Monday through Friday and on weekends and holidays), Please note that all non -
production database conversions are billable at standard VSI support rates. VSI
provides coordinated software upgrade and database conversion services for VSI hosted
Customers.
• Federal and State regulatory requirement changes.
• User ID and Password login access to Customer Support and Downloads sections on VSI
web site.
• Phone support to explain how to configure database, how system works, and how to
prepare for implementation of certain functions, such as those listed below under
Extended Dedicated Support.
• Updates to financial and other interfaces due to VSI application software modifications
and not due to application software modifications by other vendors.
Any of the following costs associated with customer support are not included:
• Actual usage of Standard Hours Pager Support, 8pm-10pm ET, Mon -Fri and Sat, Sun, &
Holiday 8am-5pm ET.
• Pre -Arranged Standard Standby Telephone Support, Monday -Friday, 8am-5pm ET, and
Non -Standard Standby Telephone Support are chargeable at different rates per hour.
• Any associated travel and out-of-pocket expenses for installation and training services.
• Installation and configuration of product enhancements or releases, database repairs,
and more than one biennial database conversion are chargeable, unless VSI is providing
hosted services.
• Telephone support related to computer hardware, operating systems, networking, and
reinstallation and configuration of application software is chargeable. If the hardware
and software configurations are modified after VSI has completed on -site or telephone
installation services, additional requested support services are chargeable.
• Telephone training, as a substitute for on -site training or classroom training at VSI, as
well as for untrained operators, is chargeable. Refer to Sections 6 and 7 below and to
standard VSI hourly services pricing.
• VSI application software WAN access configuration.
• Customized print programs and updates are chargeable.
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Interfaces to export or import data from or to other application software databases are
chargeable.
• Extended Dedicated Support to implement or change certain functions, such as 1)
Switching from Cash to Accrual Accounting; 2) Reinstall WebTrac software on server; 3)
Customize Splash Page; 4) Create Web Bypass Links; 5) WebTrac Style Sheets changes;
and, 6) Database Support to analyze and correct extensive out -of -balance condition.
• Hosting services are not included in the VSI application software maintenance fees.
3. Programming Enhancements
Although VSI policies provide for charging for special programming, we generally do not charge
for individual enhancement requests. All approved enhancements and repairs are automatically
included in all updates as part of the annual maintenance fee.
4. VSI Extended Hours Pager & Standby Telephone Support Services
Standard Extended Hours Pager Telephone Support
Monday - Friday 8pm —10pm ET, and Saturday, Sunday, & Holidays Sam-5pm ET. If extendec
hours support is actually provided, it is chargeable with a minimum per call or multi -call issue.
Pre -Arranged Standard and Non -Standard Hours Standby Telephone Support
Standard Standby Telephone Support, Mon -Fri, 8am-5pm ET and Non -Standard Standby
Telephone Support can be pre -arranged by calling VSI at least one full business day in advance.
Standard & Non -Standard Standby Support is provided at different rates per hour.
5. Support Call Process
To provide high quality support and to effectively assign resources to incoming calls, three types
of call priorities are identified as follows: Priority 1 is considered Urgent or High Priority, Priority
2 is classified as Medium Priority, and Priority 3 is deemed to be Low Priority. The criteria used
to establish guidelines for these priorities are as follows:
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Vermont
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Priority 1 - High
Consists of errors that cause unrecoverable loss or corruption of data or loss of essential
software functionality that prevents Customer processing, and there is no workaround.
Generally, the system would be down.
Priority 2 - Medium
Consists of errors that cause loss of essential software functionality that prevents Customer
processing, but has a workaround, or loss of non -essential software functionality that does not
have a workaround. Generally, the system is not down, but the problem is causing staff
inconvenience.
Priority 3 - Low
Consists of errors that may be causing loss of non -essential software functionality, but have a
workaround. While the system is not down generally, the Customer's operational questions
need to be resolved.
Response Times
VSI will respond to Priority 1-3 support calls in accordance with The Table of Service below, and
all time references are clock hours or calendar days, unless otherwise specified. The Customer
will use the VSI telephone number or support email address during standard VSI business hours,
as described in Section 2, or the VSI pager number during standard pager support hours, as
described in Section 4. The Customer can also call the pager number to request support during
pre -arranged non-standard pager support hours, as described in Section 4. The Customer and
VSI support person may also use cell phones for more efficient responses.
All issues or questions reported to support are tracked via a logged support call that contains at
a minimum the Customer name, contact person, software product and version, module and/or
menu selection, nature of issue, detailed description of the question or issue, and any other
pertinent information. The support person will provide the Customer with a call number to track
each call issue. Each call will be stored in a queue and the first available support representative
will be assigned to the next call issue.
While reviewing the call issue, the assigned support person will contact the Customer, if
additional information is needed. The VSI support person will either resolve the issue with the
Customer or advise the Customer regarding the status and the course of action being taken to
resolve it. All correspondence and actions associated with a call are tracked in the support
database. If the issue needs to be escalated to a development resource, the Customer will be
informed. While issues escalated to development will be scheduled for resolution, they may not
be resolved immediately depending on the nature and complexity of the issue. The Customer
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may contact the support department at its convenience for a status update on development
issues.
Escalation Process
In the event that VSI is unable to provide either a permanent or a mutually acceptable
temporary resolution within the applicable timeframes set forth in the Table of Service below,
VSI will initiate escalation procedures at VSI's sole expense, except if due to hardware
malfunctions, utility failures, air conditioning malfunctions, non VS1 software problems,
communications malfunctions, environmental problems, user errors or any other cause outside
VSI's reasonable control, in which case VSI may charge the Customer at the hourly rates listed in
VSI services pricing. However, VSI will continue to assist the Customer to resolve the problem,
even when VSI and Customer may not agree on the cause of the problem.
Table of Service Requirements.
The table below lists the service level required by the three Priority levels described above:
Service Level Required
Priority I_
Priority 2
Priority 3
i
(time measured from initial call to VSI)
Initial Response Due
1:hour '..
..:
4 hours
5. days
1 ......... ...... ... .. ............... ... ........ -
Correction identified and a mutually
24 hours
7 days
As
agreeable correction plan will be
mutually
developed within
agreed
Escalation Stage 1 (Support Managers)
._..... . ................... .... ............ ... ... .............. .............. ....... ... .... ........... .......... .............. ......
12 hours
.......... .__.. .........,.. ........_.....
7 days
............... .. _.- .i
N/A
. __..... ___. _.
Stage 2 Status Report Intervals
Every 4 hours
daily
N/A
during
I
standard
business
hours
Escalation Stage 2 (Vice.President of
24 hours
7 days
N/A
Support)
_..._........ ....... .._...... ........ ......... ........
...... ....... ....... ....... .._
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Stage 2 Status Report Intervals Every 4 hours daily N/A
during
standard j
business
hours
.........
Escalation Stage 3 (President) 72 hours 10 days N/A
E. VSI Support Services Pricing
VSI charges a daily fee for on -site training based on an 8-hour day, plus out-of-pocket travel
expenses. VSI charges the same daily fee for classroom -training at VSI for the first two Customer
trainees, along with a reduced rate for each additional trainee. Other services include 800
telephone training, programming, hardware, and network configuration support services. Travel
time, which includes two-way travel for trips lasting less than 4 hours, is also chargeable. VSI
reserves the right to modify these rates at any time. Contact VSI for a quote.
7. VSI Weekend Support Services Pricing
The daily and hourly weekend training rates are based on one and one half times the standard
weekday rates. If the Customer asks a VSI Trainer to stay over a weekend, in order to save on
travel costs, and no training is provided, the Customer will be charged a reduced daily fee, plus
all normal travel expenses. VSI reserves the right to modify these rates at any time. Contact VSI
for a quote.
8. On -Site Training Short Notice Cancellation Penalty
If scheduled on -site training is cancelled with less than 2 weeks' notice, the Customer will be
responsible for any travel expense losses, as well as a penalty to partially offset VSI Trainer
rescheduling costs. This penalty will be applied reasonably,
9. Training Cancelled During Scheduled Onsite Training Week
If the Customer cancels or delays training for any reason (weather, trainee sickness, etc) while
the VSI Trainer is onsite, Customer must still pay VSI daily rates for training and travel expenses.
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Vermont
`Systems
ceueat'�cn A Pads Safwrare
10. Telephone Support
Telephone support worldwide, during VSI standard business hours, is included in the Annual
Software Maintenance and Support fee, provided that VSI has previously trained the individuals
being supported. Otherwise, chargeable telephone or on -site training must be completed.
11. Documentation
All documentation is provided electronically via FTP with the application software and it includes
the online User Reference Manual, Installation Planning Guide, Sample Reports, Installation
Instructions, On -Line Help, and Sample Database with Tutorial. Customers can print any number
of copies needed to train their staffs and manage their operations.
12. Installation Planning
After receiving your order, VSI will assist you to develop a plan, which will assign Customer and
VSI responsibilities for the various elements required to successfully complete the installation
and training.
13. Third Party Vendor General Ledger/Cash Receipts Interface
Procedures
The VSI Trainer will configure RecTrac/Golffrac/CYMTrac software for the appropriate vendor
interface and will show the Customer how to generate the batch export file that contains the
summary or detailed transactions for the day or any date range. At this point, it is the
Customer's responsibility to contact the financial software vendor to arrange for assistance to
import the daily batch file for automatic posting to the cash receipts or general ledger system.
The VSI trainer is not responsible for importing the batch files into any third party application
software or for contacting the vendor.
14. Hardware Payment & Warranty
Full payment for the hardware and systems software is due following delivery and verification of
the order. The verification process must be completed, so that all payments can be made within
30 days of delivery. The VSI supplied hardware includes warranties from the manufacturers or
distributors for specified periods. Please review the quotes and warranty chart provided by VSI.
After the warranty period or add -on warranty period, hardware vendors also provide time and
safesfrwermontsysYems,cam Tel: 877=883-8757 Page 7
Vermont
ofSystems
materials maintenance support. Warranty and maintenance contract service provided on a
Depot Basis can require several days to complete. Therefore, plan your purchases to include
spare critical units, in order to provide your users with uninterrupted operations. Hardware
returns in the original packaging are only accepted during the first 30 days following delivery.
15. VSI POS Hardware Support
To support our POS software applications, VSI offers a broad range of hardware computers and
peripherals that we have evaluated, qualified, and configured to function properly with our
software. This requires an extensive investment of resources including labor and the purchase
of one or more of each type hardware product. Further, these hardware products are essential
to support our customers and for testing each software upgrade. Most customers appreciate
the availability of these qualified products, since it saves them from experiencing the same
expensive process.
Our priority is to offer only high quality products with extended warranties at competitive prices,
but not necessarily at the lowest prices. A qualified product that is competitively priced is much
more important than the lowest price. More often than not a lower priced, unqualified product
will eventually cost much more for all concerned. VSI hardware support policies are as follows:
Qualified POS Hardware Purchased From VSI -- Full Support
VSI will be responsible for ordering the properly configured hardware with the correct cables
and other features, delivery, installation and configuration assistance, toll free telephone
support, and warranty service arrangements, as needed, Full Support is defined as assisting the
Customer to successfully implement the first one or two units of the same product.
Qualified POS Hardware Purchased From Another Source — Partial Support
VSI is not responsible for resolving problems resulting from incorrectly ordered hardware,
resulting installation and configuration problems, and warranty service arrangements. However,
VSI will provide limited guidance and support, during the installation of the hardware. If issues
are not resolved within a few minutes, then VSI will continue to provide 800 phone assistance at
the standard VSI support rate.
Non -Qualified POS Hardware Purchase From Another Source — Limited
Support
VSI does not support non-VSI qualified POS hardware using our 800 support lines. However, if a
customer calls for assistance and the VSI support person determines that the request is for a
non -qualified product, he/she will discuss options as follows: 1) Select qualified hardware on
sales@vermontsystems.com Tel: 877-883-8757 Page.8
the VSI price list, or 2) Discuss qualifying a new product with VSI management. If a customer
requests VSI to consider qualifying a non -qualified product, we will evaluate the circumstances,
and if justified, will attempt to qualify. In order to proceed, the customer must send an
evaluation unit to VSI and we will attempt to qualify it at standard VSI support rates. The
customer must specify a qualifying spending limit. If successful, VSI may or may not add the
product to our price list. If added, VSI will continue to support the product, as described under
qualified hardware options. If not, any on -going qualifying that might be required, as a result of
hardware or software upgrade changes will be chargeable.
POS Hardware Onsite Installation Support
If you expect the VSI Trainer to install POS hardware during an onsite training trip, you must
allocate sufficient time in the schedule to complete the software training and the hardware
installation and configuration. The time allocated will vary based on the three situations
described above, but the most time-consuming will involve hardware that VSI has not qualified.
The time allocated will also vary depending on the number units to be installed. If the VSI
Trainer installs and configures the hardware during a normal 8-hour workday, then this would
be included in the previously approved onsite training fee. If the VSI Trainer is required to work
in excess of 8 hours on any given day, in order to complete the hardware setup and software
training during the scheduled onsite visit, then the Customer will be billed for overtime fees.
sales@vermontsystems.com Tel 877-883-8757. Page 9'
i
October 11, 1995
Susan O'Connor
South. Bend Recreation Dept.
727 South Eddy
South Bend, IN 46615
r- I
Please review this Cover Agreement and the attached VSI Software
License, maintenance, and installation/Expense forms to determine that
the information included conforms to your understanding of the
softwaremaintenance, and services to be provided. If there is no
amount listed on the Installation/Expense form, it indicates that
these services are not provided with the original order. If this
Agreement meets with your approval, please sign, and also indicate
below if you prefer calendar or fiscal annual, maintenance billing (see
Software Support and Maintenance Agreement).
A Tax Exempt Form is also
Exempt number and return
receipt, we will sign and
your records.
Thank you very much.
Sincerely,
Kate V . Mxtche 1
Office Manager
Vermont Systems, Inc.
enclosed. Please enter your Federal Tax
with this Cover Agreement to VSI. Upon
return a copy of this Cover Agreement for
CUSTOMER:
SUSAN o' CONNOR
SOUTH BEND RECREATION DEPT.
727 SOUTH EDDY
SOUTH BEND, IN 46615
SIGNATURE:'
TITLE r , )
DATE ;, _ c _......4w
/ / )
ANNUAL MAINTE ANCE Y LING:
CALENDAR ( 1 1 XX FISCAL(7/1/XX)
ACCEPTED BY:
VERMONT SYSTEMS, INC..
1 MARKET PLACE
ESSEX JUNCTION, VT 05452
802•-879
SIGNATURE w -"
TITLE: -
DATE . "
VERMONT SYSTEMS, INC. .
SOFTWARE LICENSE AGREEMENT
SOUTH BEND, IN.
Vermont Systems, Inc. the Licensor, agrees to provide to the Licensee (Customer), and the
Licensee agrees to accept, on the basis described in this License Agreement, a perpetual, non-
transferrable, and non-exclusive right to use the Licensed Programs and Related Materials,
hereunder referred to as Software Products.
Annual software support and maintenance, as well as installation support services are covered
under separate agreements.
The VSI Software Products being licensed under this agreement are listed below as follows:
*
QTY SOFTWARE PRODUCT DESCRIPTION UNIT PRICE TOTAL FEE
1 RecTrac Pkg - 2 Users $ 6,450.00 $ 6,450.00
1 PUS Invty/Rental Software 1,400.00 1,400.00
1 Progress C1 DOS Client - 5 Usr 330.00 330.00
1 Progress S1 LAN Server - 5 Usr 600.00 600.00
TOTAL SOFTWARE LICENSE PRICE: $ 8,780.00
* VSI utilizes Progress 4GL Development Software to develop its applications, such as
RecTrac. As a result, Progress Run -Time software is required in order to operate the
application software. Therefore, both required and optional Progress software will be included
in this license agreement.
VERMONT SYSTEMS, INC.
SOFTWARE LICENSE AGREEMENT
SOUTH BEND, IN.
1. DEFINITIONS:
1.1 Agreement shall mean this agreement, and any and all exhibits.
1.2 Software Products shall mean the Licensed Programs in machine readable
instructions and Related Materials, such as user reference manuals, tutorials,
and capabilities literature.
1.3 Specifications shall mean the capabilities and features listed in the VSI
Capabilities Summary.
2. LICENSE:
2.1 The license authorizes the Customer to use the Software Products on the
designated equipment.
2.2 Make copies of the Software Products for safe -keeping purposes.
2.3 A separate license is required for use on each central processor, if single user,
or each server, if multi-user, at each location.
3. CHARGES AND PAYMENT:
3.1 The charges for the licensing of the Software Products will be billed to the
Customer at the time of delivery, and will be considered due as soon as they
have been installed and are operational on the designated computer(s) ready
for Customer use.
3.2 The Customer shall pay all freight, shipping, and transportation charges for the
Software Products licensed under this agreement, unless these costs are
provided for under the Support Services Agreement.
4. TAXES:
4.1 The Customer shall pay all applicable sales, consumer use, and other similar
taxes required by law, unless it is exempt from any or all of these taxes.
5. SECURITY OF PROGRAMS:
5.1 The Customer shalt be solely responsible for the supervision, management, and
control of its use of the licenses software.
VERMONT SYSTEMS, INC.
SOFTWARE LICENSE AGREEMENT
SOUTH BEND, IN.
6. WARRANTIES:
6.1 VSI warrants that it has the right to license the Software Products, and that
there are no pending liens, claims, or encumbrances against the software.
6.2 VSI warrants that the software shall conform to its published specifications in
the Capabilities Summary.
6.3 VSI warrants to the Customer that it is not insolvent, it is not in bankruptcy
proceedings or receivership, nor is it engaged in any proceedings which would
have an adverse effect on its ability to perform its obligations under this
agreement.
6.4 VSI warrants that there has been no violation of copyrights or patent rights in
connection with the Software Products licensed in the Agreement.
7. LIMITATION OF LIABILITY:
7.1 Except for the warranties specified in Section 6, VSI grants no warranties, either
expressed or implied, including, but not limited to any implied warranties of
merchantability or fitness for a particular use. Notwithstanding anything to the
contrary in this agreement, it is expressly agreed that VSI shall in no event be
liable for special, incidental, indirect, or consequential damages, or for any loss,
or for any claim against the Customer.
8. RISK OF LOSS:
8.1 The risk of loss or destruction, regardless of the cause, shall be the responsibility
of VSI until the Software Products have been delivered to the Customer's
premises, and have been installed on the designated computer(s).
8.2 The Customer shag be responsible for verifying that the Software Products have
been received, installed on the designated computer(s), and are operational.
9. APPLICATION SOFTWARE SOURCE CODE:
9..1 The application source code for all of VSI software is held in escrow by VSI's
Escrow Agent, Kolvoord, Overton, & Wilson, Attorneys, at 3 Main Street, Essex
Junction, Vermont 05452. If VSI defaults in providing software maintenance
support due to company failure, then the source code will be made available to
the Customer by the Escrow Agent for Customer support use only.
VERMONT SYSTEMS, INC.
SOFTWARE SUPPORT & MAINTENANCE AGREEMENT
SOUTH BEND, IN.
Vermont Systems, Inc., the Licensor, agrees to provide to the Licensee (Customer), and the
Licensee agrees to accept, on the basis described below, VSI's software support and software
maintenance services for the software products also listed below.
1. Software Support is defined as telephone support provided by VSI to the user for a
specific software product during normal business hours 8AM - 6PM EDT/EST, unless
other hours arranged.
2. Software Maintenance is defined as the automatic distribution to the user by VSI of any
specific software product update releases, which can include software repairs and/or
enhancements, subsequent to the initial purchase.
3. Software Support & Maintenance Agreements are effective from the first day of the
customer's fiscal year for one year. New customers will be charged on a prorated basis
from the date of delivery through the end of the current fiscal year.
4. The required Software Support & Maintenance Agreements will be automatically
renewed annually, unless the user notifies VSI in writing that the use of the software
has been discontinued.
5. Training and other installation services, as well as associated out-of-pocket expenses
are not included in this agreement, thus are chargeable, if requested.
6. The following software products are covered by this annually priced maintenance
agreement:
QTY SOFTWARE PRODUCT DESCRIPTION UNIT PRICE TOTAL FEE
1 RecTrac Pkg - 2 Users $1J70.00 $1,170.00
1 POS Invty/Rental Software 225.00 225.00
1 Progress C1 DOS Client - 5 Usr 50.00 50.00
1 Progress S1 LAN Server - 5 Usr 90.00 90.00
Accounting Year: Calendar Fiscal ANNUAL TOTAL: $ 1,535.00
MA Billing Year: Calendar Fiscal
PLEASE INDICATE ABOVE IF YOU PREFER CALENDAR (1/1/XX) BILLING OR
FISCAL (7/1/XX) BILLING FOR YOUR ANNUAL MAINTENANCE.
VERMONT SYSTEMS, INC.
SOFTWARE TRAINING & INSTALLATION AGREEMENT
SOUTH BEND, IN.
Vermont Systems, Inc. agrees to provide to the Customer, and the Customer agrees to accept,
the software training and/or installation services which are listed below. Software Training
and Installation Services can include any of the following:
I. Education - VSI provides Customer Education Classes at its office at 12 Market Place,
Essex Junction, VT, based on an hourly rate which, if scheduled, is listed below. Any
reasonable number of students may attend the classes at no additional cost, provided
space is available.
2. Training - VSI provides on -site training based on an hourly or daily rate which, if
scheduled, is listed below. The total number of hours or days listed is an estimate only,
since the Customer will ultimately determine the desired total. Any number of students
may participate in the training, providing that adequate training space and equipment
are available.
3. Installation Services - VSI also provides hardware and network operating system
installation and setup services as an option. These services can include configuring the
server at VSI, as well as the network on -site. The total number of days or hours are
estimates only.
4. Out -of -Pocket Expenses - The Customer is responsible for reimbursing VSI for all
reasonable expenses, such as travel, lodging, meals, and other expenses necessary to
complete the training, as requested by the Customer. The total out-of-pocket expenses
listed below is an estimate only. VSI will bill the Customer for the actual expenses.
5. The Customer agrees to the following training and/or installation services, along with
the associated estimated hours:
HOURS WHERE INSTALLATION SVCS HR/RATE TOTAL FEE
4 DAYS IN RecTrac Install/Train $ 480.00 $1,920.00
Estimated Total Expenses: $1,400.00
TOTAL INSTALLATION SERVICES: $ 3,320.00
BOARD OF PUBLIC WORKS
AGENDA ITEM REVIEW REQUEST FORM
Date 2/5/18
Name
Rene Casiano
Department
Innovation & Technqto�qy
BPW Date,
2/13/2018
Phone Extension
5897
Legal Attorney Name Clara McDaniels
Controller review is required for all Contracts $5,000.00 or more
Controller El and greater than one year in length per the City Purchasing
Policy
Purchasing [:]
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L_J Proposal LJ Addendum
F-1 Professional Services
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Bid Opening
F-1
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F] Req. to Advertise ❑ Title Sheet
Quote Opening
F-1 Quote Award
❑ Chg Order No.
F C/O & PCA No.
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F-1 Ease./Encroach.
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Other:
F-1
Claim
Company or Vendor Name
New Vendor
MBE/' VBE Contractor
Project Name
Project Number
Funding Source
Account No.
Amount
Terms of Contract
Purpose/Description
Vermont Systems
El Yes [:1 If Yes, Approved by Purchasing
No
MBE Completed E-Verify Form Attached
F-1 WBE
RecTracMebTrac Software Renewal
Operating Fund
279-0672-415-36-04
IRTIVQ;1�
For Change Orders Only
Amount of FI increase $
F1 Decrease $
Previous Amount $
Current Percent of Change: %
New Amount $
Total Percent of Change: %
Time Extension:
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