2017-29996 ResolutionRESOLUTION NO. 2017 -29996
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, WAIVING, BY 5 /7THS VOTE, THE FORMAL
COMPETITIVE BIDDING REQUIREMENT, FINDING SUCH WAIVER TO BE
IN THE BEST INTEREST OF THE CITY, AND APPROVING AND
AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A
SOFTWARE LICENSE, MAINTENANCE AND SUPPORT AGREEMENT
WITH VERMONT SYSTEMS, INC., IN A FORM ACCEPTABLE TO THE
CITY MANAGER AND THE CITY ATTORNEY, FOR A THREE (3) YEAR
TERM, WITH TWO (2) ADDITIONAL ONE (1) YEAR RENEWALS, IN AN
AMOUNT NOT TO EXCEED $104,035.00 FOR THE INITIAL YEAR 1
PURCHASE PRICE, AND $10,284.00 EACH YEAR THEREAFTER FOR
ANNUAL MAINTENANCE SERVICES, FOR A PARKS AND RECREATION
DEPARTMENT SOFTWARE FOR ACTIVITY REGISTRATION, FACILITY
RESERVATIONS, INVENTORY CONTROL, TICKETING, PAYMENT
PROCESSING, AND RELATED SERVICES.
WHEREAS, on August 15, 2012, Request for Proposals (RFP) No. 62 -11/12 was
issued to install and maintain an externally web hosted software for the City of Miami Beach
Parks and Recreation Department; and
WHEREAS, on January 16, 2013, the Mayor and City Commission adopted Resolution
2013 -28108 accepting the recommendation of the City Manager to enter into negotiations with
the second - ranked proposer, Capturepoint.com, pursuant to the RFP No. 62- 11/12; and
WHEREAS, on July 15, 2015, the Parks and Recreation announced the launch of
Capturepoint; the web -based registration system was established to provide families with the
convenience of registering and paying online for parks and recreation programs and activities,
something that the previous system did not offer; and
WHEREAS, although Capturepoint has provided the City with its needs as outlined in
the RFP, staff has found themselves constantly requesting for items to be changed, upgraded
and added in order to perform daily functions; and
WHEREAS, although the online registration module is functional, the department has
received multiple complaints from residents stating that it is hard to understand and not user -
friendly, and the City of Miami Beach Parks and Recreation Department's needs have
surpassed the capabilities that Capturepoint currently offers; and
WHEREAS, technology is an instrumental piece for both staff and customers OF THE
City's Parks and Recreation Department; and
WHEREAS, the Department submits it is in the City's best interest to identify software
that is currently being used successfully by other municipalities, can provide the required
products and services without extensive customization, and is user friendly; and
WHEREAS, at the March 24, 2016 IT Steering Committee meeting, Parks and
Recreation staff presented its request to purchase new software for an estimated $75,000.00 for
the initial year and $40,000.00 for each year thereafter; and
WHEREAS, the IT Steering Committee voted in favor of the department's request and
the project was funded $75,000.00 through the FY 2017 budget cycle; and
WHEREAS, upon the approval of funds for a new Parks and Recreation Software,
staff did research based on the needs and requested information from several software
companies, and also attended the 2016 Florida Recreation and Parks Association Annual
Conference and met with several Parks and Recreation Software exhibitors to collect more
information; and
WHEREAS, after discussing with staff and analyzing the best system to meet the
needs of the City and of the community as a whole, the Parks and Recreation Department
selected Vermont Systems, Inc.(VSI) as the new software provider; and
WHEREAS, VSI is an employee owned company, focused on providing a range
of applications that increase efficiency and productivity; and
WHEREAS, VSI has specialized in developing fresh software products for managing
recreation and parks operations for municipal, county, state and federal military governmental
entities, and currently has over 950 Municipal RecTrac customers with thousands of users; and
WHEREAS, the Parks and Recreation Department has been working with VSI to finalize
a proposal that meets the City's needs and also coordinated meetings with VSI, the Finance
Department and the IT Department to ensure the new software is in compliance with their
requirements, in order to make the transition as smooth as possible; and
WHEREAS, VSI has provided the City with a final proposal (Exhibit "A ") which includes
the following:
• RecTrac
o Activity Registration
o Facility Reservations
o Pass Management
o Point -of -Sale /Inventory Control /Tickets
o League Scheduling
o Court Reservations
• WebTrac (Online)
o Internet Software for RecTrac Users
o Activity Registration
o Facility Reservations
o Pass Management
o League Scheduling
o Court Reservations
o Splash Page Options
• PayTrac
o Credit Card Interface
• Support Services — Training
o Installation Onsite
o Training Onsite
• Hardware
o ID Card Hardware
o Barcode Readers
• 24/7 Customer Support
o Unlimited Telephone Support (8:00 a.m. — 8:00 p.m. EST)
o 24/7 Website Customer Support Section
o Comprehensive Help File
o Enhancement Requests are welcome; and
WHEREAS, the total cost of the software for the initial Year 1 will be $104,035.00, with
a fixed cost of $10,284.00 and each year thereafter for annual maintenance /service; and
WHEREAS, $75,000.00 will be funded through the funds received in FY 17 and the
remaining $29,035.00 will be funded through funds identified in the Parks and Recreation
Department's FY 17 budget, which will be rolled over to FY18 for this project.
NOW THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF Miami Beach, Florida, that the Mayor and City Commission
hereby waive, by 5 /7ths vote, the formal competitive bidding requirement, finding such waiver to
be in the best interest of the City, and approve and authorize the Mayor and City Clerk to
execute a Software License, Maintenance and Support Agreement with Vermont Systems, Inc.
in a form acceptable to the City Manager and the City Attorney, for a three (3) year term, with
two (2) additional one (1) year renewals, in an amount not to exceed $104,035.00 for the initial
Year 1 purchase price, and $10,284.00 each year thereafter for annual maintenance services,
for a Parks and Recreation Department software for activity registration, facility reservations,
inventory control, ticketing, payment processing, and related services.
PASSED and ADOPTED this 25th day of September, 2017.
ATTEST:
PHILIP
MAYO
RAFAEL E. GRANADO
CITY CLERK
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTI
&ne Date
MIAM
BEACH
Resolutions - C7 V
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission
FROM: Jimmy L. Morales, City Manager
DATE: September 13, 2017
SUBJECT A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, WAIVING, BY 5 /7TH VOTE, THE FORMAL
COMPETITIVE BIDDING REQUIREMENT, FINDING SUCH WAIVER TO BE IN
THE BEST INTEREST OF THE CITY, AND APPROVING AND AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE A SOFTWARE LICENSE,
MAINTENANCE AND SUPPORT AGREEMENT WITH VERMONT SYSTEMS, INC.,
IN A FORM ACCEPTABLE TO THE CITY MANAGER AND THE CITY ATTORNEY,
FOR A THREE (3) YEAR TERM, WITH TWO (2) ADDITIONAL ONE (1) YEAR
RENEWALS, IN AN AMOUNT NOT TO EXCEED $104,035.00 FOR THE INITIAL
YEAR 1 PURCHASE PRICE, AND $10,284.00 EACH YEAR THEREAFTER FOR
ANNUAL MAINTENANCE SERVICES, FOR A PARKS AND RECREATION
DEPARTMENT SOFTWARE FOR ACTIVITY REGISTRATION, FACILITY
RESERVATIONS, INVENTORY CONTROL, TICKETING, PAYMENT
PROCESSING, AND RELATED SERVICES.
RECOMMENDATION
Commission vote on waiving, by 5 /7ths vote, the formal competitive bidding requirement, finding such
waiver to be in the best interest of the City, and approve and authorize the Mayor and City Clerk to
execute a Software License, Maintenance and Support Agreement with Vermont Systems, Inc. in a
form acceptable to the City Manager and the City Attorney, for a three (3) year term, with two (2)
additional one (1) year renewals, in an amount not to exceed $104,035.00 for the initial Year 1
purchase price, and $10,284.00 each year thereafter for annual maintenance services, for a Parks
and Recreation Department software for activity registration, facility reservations, inventory control,
ticketing, payment processing, and related services.
ANALYSIS
Current Parks and Recreation Software - Capturepoint
On August 15, 2012, Request for Proposals (RFP) No. 62 -11/12 was issued to install and maintain
an externally web hosted software for the City of Miami Beach Parks and Recreation Department.
On January 16, 2013, the Mayor and City Commission adopted Resolution 2013 - 28108 accepting
the recommendation of the City Manager to enter into negotiations with the second - ranked proposer,
Capturepoint.com, pursuant to the RFP No. 62- 11/12.
On July 15, 2015, the Parks and Recreation Department announced the launch of Capturepoint.
The web -based registration system was established to provide families with the convenience of
registering and paying online for parks and recreation programs and activities, something that the
Page 585 of 2353
previous system did not offer.
Feedback on the City's Use of Capturepoint
Since Capturepoint's launch two (2) years ago, Parks and Recreation staff has had several ongoing
issues with the software. Although Capturepoint has provided the City with its needs as outlined in
the RFP, staff has found themselves constantly requesting for items to be changed, upgraded and
added in order to perform daily functions.
Capturepoint has had to be customized extensively and still does not have the capabilities to provide
the services and uses that the department has found necessary to service the public efficiently. Most
importantly, although the online registration module is functional, the department has received
multiple complaints from residents stating that it is hard to understand and not user - friendly. Simply
stated, the City of Miami Beach Parks and Recreation Department's needs have surpassed the
capabilities that Capturepoint currently offers.
The City of Miami Beach Parks and Recreation is a large department and technology is an
instrumental piece for both staff and customers on a daily basis. As a result, the department feels it is
in the City's best interest to identify software that is already in existence, is currently being used
successfully by other municipalities, can provide the products and services we need without
extensive customization and is user friendly.
The department has found that there are many other needs that are important to have in a software,
other than the minimum requirements outlined in the RFP that Capturepoint provided.
At the March 24, 2016 IT Steering Committee meeting, Parks and Recreation staff presented its
request to purchase new software for an estimated $75,000.00 for the initial year and $40,000.00 for
each year after. The new software would include the following general abilities:
• Activity Registration
• Facility Reservations
• Camp Registration
• League Registration & Scheduling
• Court Reservations
• Membership
• Pass Management
• Point of Sale and Inventory
• Public Online Access
• Reports of all types
• Customized Pricing
• Marketing Tools (Email /Text Message System)
• 24 Hour Support
• Integration with the City's Financial System: Munis
• As Low Impact as Possible to the Customers Building New Profiles
• Priority Registration Features
The IT Steering Committee voted in favor of the department's request and the project was
funded $75,000.00 through the FY 2017 budget cycle.
Identifying a New Software
Upon the approval of funds for a new Parks and Recreation Software, staff did research based
Page 586 of 2353
on the needs and requested information from the following software companies:
• ACTIVE Network
• Vermont Systems, Inc. (RecTrac /WebTrac)
• Recl
• Maximum Solutions Inc.
Parks and Recreation staff also attended the 2016 Florida Recreation and Parks Association
Annual Conference and met with several Parks and Recreation Software exhibitors to collect
more information. After analyzing what each company had to offer and receiving feedback from
the municipalities that currently use them, staff requested a demo from ACTIVE Network,
Vermont Systems and Rec1.
Overall, after discussing with staff and analyzing the best system to meet the needs of the City
and of the community as a whole, the Parks and Recreation Department selected Vermont
Systems, Inc. as the new software provider.
The department contacted several cities to obtain their feedback on their experience with
Vermont Systems, Inc. and received positive reviews.
About Vermont Systems, Inc. (VIS)
VSI is an employee owned company, focused on providing a range of applications that increase
efficiency and productivity. Since 1988, VSI has specialized in developing fresh software
products for managing recreation and parks operations for municipal, county, state and federal
military governmental entities. VSI currently has over 950 Municipal RecTrac customers with
thousands of users. VSI markets and fully supports this software primarily on a national basis.
The software is also marketed to private business with similar needs, such as golf courses and
fitness centers.
VSI has several products, two of which cater towards recreation:
• RecTrac recreation tracking software provides 12 proven, integrated modules for management
of your recreation organization. With options and features for any size organization, RecTrac
includes: Activity Registrations, Facility Reservations, League Scheduling, Court Reservations,
Trip Reservations, Tee Time Reservations, Custom Reporting and Dashboards, Pass
Memberships, Point of Sale /inventory Control, Venue Ticket Sales, Equipment/Site Rentals,
Personal Trainer Scheduling and Locker Rentals.
• WebTrac is an Integrated Internet Software bringing the power of Internet to recreation.
WebTrac provides for real -time customer access. Offer patrons the following online services:
Activity Registrations, Facility Reservations, League Registrations, Court Reservations, Trip
Reservations, Tee Time Reservations, Pass Memberships /Renewals, Merchandise Sales,
Event Ticket Sales with Graphical Venue, Campsite /Marina Rentals, Personal
Trainer Reservations and Locker Rentals /Renewals.
Some of VS l's Florida clients include:
• City of Aventura
• City of Boca Raton
• City of Boynton Beach
• Broward County Parks and Recreation
• City of Cape Coral
• City of Clearwater
Page 587 of 2353
• City of Coral Gables
• City of Deerfield Beach
• City of Delray Beach
• City of Doral
• City of Hallandale Beach
• City of Hialeah
• Village of Key Biscayne
• City of Kissimmee
• City of Largo
• City of Fort Lauderdale
• City of Melbourne
• City of Miami Springs
• City of Miramar
• City of North Miami Beach
• Orange County Parks and Recreation
• Palm Beach County
• Village of Pinecrest
• City of Plantation
• Seminole County
• City of Tampa Parks and Recreation
Vermont Systems, Inc. (VIS) Offer to the City of Miami Beach
The Parks and Recreation Department has been working with VSI to finalize a proposal that meets
all their needs. The department also setup meetings with VSI, the Finance Department and the IT
Department to ensure the new software is in compliance with their requirements, in order to make the
transition as smooth as possible.
VSI has provided the City with a final proposal (Exhibit "A ") which includes the following:
• RecTrac
o Activity Registration
o Facility Reservations
o Pass Management
o Point -of -Sale /Inventory Control /Tickets
o League Scheduling
o Court Reservations
• WebTrac (Online)
o Internet Software for RecTrac Users
o Activity Registration
o Facility Reservations
o Pass Management
o League Scheduling
o Court Reservations
• Splash Page Options
• PayTrac
o Credit Card Interface
• Support Services— Training
o Installation Onsite
o Training Onsite
• Hardware
Page 588 of 2353
o ID Card Hardware
o Barcode Readers
• 24/7 Customer Support
o Unlimited Telephone Support (8:00 a.m. — 8:00 p.m. EST)
o 24/7 Website Customer Support Section
o Comprehensive Help File
o Enhancement Requests are welcome
VSI has also confirmed that they will import our current household information free of
charge and they have a GL Interface to Munis. The IT Department has also opted to host
this software internally, which brought down the annual maintenance /service cost greatly.
In order to obtain the best competitive pricing, the Parks and Recreation Department
worked with the Procurement Department in finding contracts in which the City could
possibly piggy -back from. The two (2) contracts that were being analyzed were from
Orange County, FL and Deerfield Beach, FL. The Orange County, FL contract was found
to be the contract that was in the best interest of the City and had all the areas outlined in
VSI's proposal above.
Unfortunately, the Procurement Department determined that the City would be unable to
piggy -back from the Orange County, FL contract since it included hosting fees and the
City will be self- hosting, which greatly brings down the cost. For this reason, the
department decided to use the Orange County, FL contract pricing and ask for a waiver of
bid.
The total cost of the software for the initial Year 1 will be $104,035.00 and every year
thereafter will be a fixed cost of $10,284.00 for an annual maintenance /service fee.
$75,000.00 will be funded through the funds received in FY 17 and the remaining
$29,035.00 will be funded through funds identified in the Parks and Recreation
Department's FY 17 budget, which will be rolled -over to FY 18 for use, subject to
Commission approval.
Estimated Timeline of New Software Implementation
As soon as the agreement is signed, VSI will schedule a planning meeting with the Parks
and Recreation Department to finalize a timeline. VSI is currently scheduling initial training
trips into the middle of the first quarter of 2018. A typical installation has a go -live average
of six to eight weeks after that first trip. We are projecting to be scheduled to begin the
initial installation and training no later than March /April 2018; however, it is contingent
upon the legal approval of the agreement.
CONCLUSION
Commission vote on waiving, by 5 /7ths vote, the formal competitive bidding requirement, finding such
waiver to be in the best interest of the City, and approve and authorize the Mayor and City Clerk to
execute a Software License, Maintenance and Support Agreement with Vermont Systems, Inc. in a
form acceptable to the City Manager and the City Attorney, for a three (3) year term, with two (2)
additional one (1) year renewals, in an amount not to exceed $104,035.00 for the initial Year 1
purchase price, and $10,284.00 each year thereafter for annual maintenance services, for a Parks
and Recreation Department software for activity registration, facility reservations, inventory control,
ticketing, payment processing, and related services.
Page 589 of 2353
FINANCIAL INFORMATION
The total cos of the software for the initial Year 1 will be $104,035.00 and every year after will be a fixed cos of
$10,284.00 for an annual maintenance/service fee. $75,000.00 will be funded through the funds received in FY 17
and the remaining $29,035.00 will be funded through funds identified in the Parks and Recreation Department's FY
17 budget, which will be roll-over to FY18 for use, subject to Commission approval.
Amount 1 $75000.00 Account 1 552'0640-000350
Amount 2 $29,035.00 Account 2 011-0050-000312-28'406'545'00-00'00'
Total $104,035.00
Legislative Tracking
Parks and Recreation
ATTACHMENTS:
Description
o ExhibitA — Finu| Proposalfrom Vermont Systems, Inc.
o Exhibit 13 Sample Software License, Maintenance and SupportAgreement
o Resolution
�
P&R Software Funds Available
Page 590 of 2353
Ve
ont
Description:
Prepared For:
Contact Name:
Contact Email:
Approved By:
Description
Hon Porkt, So Nvore
Vermont Systems Pricing
Miami Beach Parks & Recreation, Miami Beach, FL
Vianca Peron- Sellan, Admin Services Mgr
viancaperon-sellan@miamibeachfl.gov
Joshua Karson, Senior Sales Rep (joshuak @vermontsystems.com)
Purchase
Price
Proposal Summary Pricing
VSI Quote Number: 64193
Please See Detail Breakdown
on Following Pages
Phone Number:
Fax Number:
Quote Date:
(305)673 -7730 Ext - 6876
(786)394 -4363
07/10/2017
Annual Estimated
Maint /Svs Shipping*
Total
Price
RecTrac - Workgroup Multi -User Software
Application Software
Progress OpenEdge Software
VSI- Add -Ons
Support Services - Training & Expenses
Total RecTrac:
ID Systems - Workgroup Multi -User Software
Application Software
Progress OpenEdge Software
ID Card Hardware
Barcode Readers
Total ID Systems:
WebTrac - Workgroup Edition
Application Software
Progress OpenEdge Software
VSI- Add -Ons
Support Services - Training & Expenses
PayTrac - Workgroup Multi -User Software
Application Software
Support Services - Training & Expenses
Total WebTrac:
Total PayTrac:
$23,700.00
$4,740.00
$1,500.00
$17,070.00
$47,010.00
$1,080.00
$216.00
$12,275.00
$1,675.00
$15,246.00
$15,850.00
$3,170.00
$1,250.00
$7,705.00
$27,975.00
$3,000.00
$200.00
$3,200.00
$4,460.00
$892.00
$300.00
$0.00
$5,652.00
$0.00 $28,160.00
$0.00 $5,632.00
$0.00 $1,800.00
$0.00 $17,070.00
$0.00 $52,662.00
$190.00 $0.00 $1,270.00
$38.00 $0.00 $254.00
$0.00 $255.00 $12,530.00
$0.00 $65.00 $1,740.00
$228.00 $320.00 $15,794.00
$3,170.00 $0.00
$634.00 $0.00
$0.00 $0.00
$0.00 $0.00
$3,804.00 $0.00
$19,020.00
$3,804.00
$1,250.00
$7,705.00
$31,779.00
$600.00 $0.00 $3,600.00
$0.00 $0.00 $200.00
$600.0o $0.00 $3,800.00
VSI TOTALS
Application Software $43,630.00
Progress OpenEdge Software $8,126.00
ID Card Hardware $12,275.00
Barcode Readers $1,675.00
VSI- Add -Ons $2,750.00
Support Services - Training & Expenses $24,975.00
* NOTE: Shipping is FOB . Origin
Grand Totals: $93,431.00
12 Market Place, Essex Junction, VT. 05452
aye 591 of 235
877 - 883 -8757
$8,420.00
$1,564.00
$0.00
$0.00
$300.00
$0.00
$0.00 $52,050.00
$0.00 $9,690.00
$255.00 $12,530.00
$65.00 $1,740.00
$0.00 $3,050.00
$0.00 $24,975.00
$10,284.00 $320.00 $104,035.00
(Plus Tax Where Applicable / Includes Shipping FOB - Origin)
www.vermontsystems.com Page # 1
\ter ont
Description:
Prepared For:
Contact Name:
Contact Email:
Approved By:
Qty Unit
ere Ilion 6, Parks Stoflw,, +r^r t'e
RecTrac Workgroup Multi -User Software
Recreation Tracking Software
VSI Quote Number: 64193
Please Review Notes on Last Page
Software Pricing Is Valid For 120 Days
Hardware Pricing Is Subject to Change
Vermont Systems Pricing
Miami Beach Parks & Recreation, Miami Beach, FL
Vianca Peron- Sellan, Admin Services Mgr
viancaperon-sellan@miamibeachfl.gov
Joshua Karson, Senior Sales Rep (joshuak @vermontsystems.com)
Description
Unit
Price
Phone Number:
Fax Number:
Quote Date:
(305)673 -7730 Ext - 6876
(786)394 -4363
07/10/2017
Extended
Price
1 Each
1 Each
1 Each
1 Each
1 Each
1 Each
1 Each
1 Each
28 Each
1 Each
1 Each
10 Day(s)
2 Day(s)
14 Each
2 Each
12 Hour(s)
Application Software
Activity Registration (V- RT- MU -AR)
Facility Reservations (V- RT- MU -FR)
Pass Management (V- RT- MU -PM)
Point -of- Sale /Inventory Control/Tickets (V- RT- MU -PS)
League Scheduling (V- RT- MU -LS)
Court Reservations (V- RT- MU -CR)
Incident Processing and Reporting (V- RT- MU -IC)
Systems Administration (required) (V- RT- MU -SA)
Additional Users Over 2 (TOTAL 30 concurrent users) (V- RT- MU -AU)
$2,750.00
$2,750.00
$2,750.00
$2,750.00
$1,950.00
$1,950.00
$0.00
$400.00
$300.00
Total Application Software:
Progress OpenEdge Software
OpenEdge Workgroup Appl Server & RDBMS (T- PG- MU -OE)
VSI - Add -Ons
RecTrac General Ledger Interface (V- RT- IN -GL)
$4,740.00
Total Progress OpenEdge Software:
$1,500.00
Total VSI - Add -Ons:
Support Services - Training & Expenses
Installation/Training, Municipal, On- Site /Day (X- S- TNG -01)
Travel Time (X- S- TNG -09)
Travel Expenses - per day (estimated) (X- X -EXP)
Expense Airfare (estimated -pay actual only) (X -X -AIR)
Phone /Webex Setup or Training /Hr. (Min 15 Min /$37.50) (X- S- TNP -01)
$750.00
$375.00
$330.00
$1,200.00
$150.00
Total Support Services - Training & Expenses:
$2,750.00
$2,750.00
$2,750.00
$2,750.00
$1,950.00
$1,950.00
$0.00
$400.00
$8,400.00
$23,700.00
$4,740.00
$4,740.00
$1,500.00
$1,500.00
$7,500.00
$750.00
$4,620.00
$2,400.00
$1,800.00
$17,070.00
Annual
Maint/Svs
$490.00
$490.00
$490.00 1
$490.00 2
$350,00
$350.00 2
$0,00
$400.00 3
$1;400.00
$4,460.00
$892.00 4
$892.00
$300.00 5
$300.00
$0.00
$0.00
$0.00 6
$0.00
$0.00 7
$0.00
Total Software, Hardware and Support Services
Grand Total - RecTrac:
NOTE: Shipping is FOB - Origin'
$47,010.00 $5,652.00
$52,662.00
Plus Tax Where A.•l 'cable / Includes Shipping FOB - Origin
The Court and League Module will be trained on via WebEx sessions at a later time.
Paye 592 ur 2353
12 Market Place, Essex Junction, VT. 05452 877 - 883 -8757
www.vermontsystems.com Page # 2
on
Description:
Prepared For:
Contact Name:
Contact Email:
Approved By:
Qty Unit
1 Each
1 Each
10 Each
5 Each
5 Each
10 Each
5 Each
5 Each
5 Each
5d 11ic7n c(i'r' 1 "s
ID Systems Workgroup Multi -User Software
Pass Management Photo /Plastic Photo ID Card System
VSI Quote Number: 64193
Please Review Notes on Last Page
Software Pricing Is Valid For 120 Days
Hardware Pricing Is Subject to Change
Vermont Systems Pricing
Miami Beach Parks & Recreation, Miami Beach, FL
Vianca Peron- Sellan, Admin Services Mgr
viancaperon- sellan @miamibeachfl.gov
Joshua Karson, Senior Sales Rep (joshuak @vermontsystems.com)
Description
Unit
Price
Phone Number:
Fax Number:
Quote Date:
Extended
Price
(305)673 -7730 Ext - 6876
(786)394 -4363
07/10/2017
Estimated Annual
Shipping* Maint/Svs
Application Software
Pass Mgmt ID Integration - Photo ID Card /Biometric (V-RT-MU-PMI) $1,080.00
Total Application Software:
Progress OpenEdge Software
OpenEdge Workgroup Appl Server & RDBMS (T- PG- MU -OE)
$1,080.00 $0.00 $190.00
$1,080.00 $0.00 $190.00
$216.00 $216.00 $0.00 $38.00 4
Total Progress OpenEdge Software:
ID Card Hardware
P3500s/P3000/P4000/P5500 Color Ribbon 250 C/R (S- PID- PL -14)
P3500s 1 -Side ID Card Printer, Ethernet /USB 18spc (H- PID- PL -11)
Polaroid P3500s ID Card Printer Cover (H- PID- PL- 11 -X -CV)
P3500s/P5500/P3000/P4000 Color Ribbon 500 C/R (S- PID- PL -13)
Blank White PVC Cards- 30Mi1 (1000 each) (PID- PVC -C -30)
$105.00
$1,750.00
$35.00
$175.00
$110.00
Total ID Card Hardware:
Barcode Readers
Honeywell MK7580G 1D/2D Genesis Imager, USB Cable (H- BCR- HY -10)
MK7580 Custom Configuration for VSI software (H- BCR- HY- 11 -X -C)
$216.00 $0.00 $38.00
$1,050.00 $40,00 $0.00
$8,750.00 $105.00 $0.00 8
$175.00 $20.00 $0,00
$1,750.00 $60.00 $0.00 s
$550.00 $30.00 $0,00
$12,275.00 $255.00 $0.00
$335.00 $1,675.00 $65.00 $0.00 10
$0.00 $0.00 $0.00 $0.00 11
Total Barcode Readers:
$1,675.00 $65.00 $0.00
Total Software, Hardware and Support Services
Grand Total - ID Systems:
* NOTE: Shipping Is FOB - Origin
Customer currently has desktop camera's they will use
$15,246.00 $320.00 $228.00
$15,794.00
(Plus Tax Where Applicable / includes Shipping FOB .Origin)
ayeOJiUI
12 Market Place, Essex Junction, VT. 05452 877- 883 -8757
www.vermontsystems.com Page # 3
Description:
Prepared For:
Contact Name:
Contact Email:
Approved By:
Qty Unit
Vermont Systems Pricing
Miami Beach Parks & Recreation, Miami Beach, FL
Vianca Peron - Sellan, Admin Services Mgr
viancaperon-sellan@miamibeachfl.gov
Joshua Karson, Senior Sales Rep (joshuak@vermontsystems.com)
Description
Unit
Price
WebTrac Workgroup Edition
Real -Time Internet Software
VSI Quote Number: 64193
Please Review Notes on Last Page
Software Pricing Is Valid For 120 Days
Hardware Pricing Is Subject to Change
Phone Number:
Fax Number:
Quote Date:
1 Each
1 Each
1 Each
1 Each
1 Each
1 Each
1 Each
1 Each
1 Each
1 Each
5 Day(s)
1 Day(s)
6 Each
1 Each
4 Hour(s)
Application Software
WebTrac Internet Software 26 -39 RecTrac Users (V- WT- MU- IS -26)
WebTrac Activity Registrations (V- WT- MU -AR)
WebTrac Facility Reservations (V- WT- MU -FR)
WebTrac Pass Registrations /Renewal (V- WT- MU -PM)
WebTrac League Scheduling (V- WT- MU -LS)
WebTrac Court Reservations (V- WT- MU -CR)
WebTrac /RecTrac Workgroup Agents (V- WT- MU -AU)
Other Available Products of Interest
$7,750.00
$1,450.00
$1,450.00
$1,450.00
$1,250.00
$1,250.00
$1,250.00
Total Application Software:
WebTrac Point of Sale/Tickets Price: $1,450.00 / Maint. /Services:
Progress OpenEdge Software
OpenEdge Application Server Software (T- PG- MU -WB)
$290.00
$3,170.00
Total Progress OpenEdge Software:
VSI- Add -Ons
WebTrac First Style Sheet Service Intital & Major (V- WT- IN -SS -1)
Standard Splash Page Options (V- WT- CP -SP)
Support Services - Training & Expenses
Installation/Training, Municipal, On- Site /Day (X- S- TNG -01)
Travel Time (X- S- TNG -09)
Travel Expenses - per day (estimated) (X- X -EXP)
Expense Airfare (estimated -pay actual only) (X -X -AIR)
Phone/Webex Setup or Training /Hr. (Min 15 Min /$25) (X- S- TNP -01)
$750.00
$500.00
Total VSI- Add -Ons:
$750.00
$375.00
$330.00
$1,200.00
$100.00
Total Support Services - Training & Expenses:
(305)673 -7730 Ext - 6876
(786)394 -4363
07/10/2017
Extended
Price
$7,750.00
$1,450.00
$1,450.00
$1,450.00
$1;250.00
$1,250.00
$1,250.00
$15,850.00
$3,170.00
$3,170.00
$750.00
$500.00
$1,250.00
$3,750.00
$375.00
$1,980.00
$1,200.00
$400.00
$7,705.00
Annual
Maint/Svs
$1,550.00 12
$290.00 13
$290.00 13
$290.00 13
$250.00 13
$250.00 13
$250.00 14
$3,170.00
$634.00 4
$634.00
$0.00 15
$0.00 16
$0.00
$0.00
$0.00
$0.00 6
$0.00
$0.00 7
$0.00
Total Software, Hardware and Support Services
Grand Total - WebTrac:
* NOTE; Shipping is FOB - Origin
$27,975.00 $3,804.00
$31,779.00
(Plus Tax Where Applicable / Includes Shipping FOB - Origin)
styeO'+UIG.50..
12 Market Place, Essex Junction, VT. 05452 877 - 883 -8757
www.vermontsystems.com
Page # 4
Description:
Prepared For:
Contact Name:
Contact Email:
Approved By:
Qty Unit
1 Each
0 Each
Recreation Parks 5,`,ff
PayTrac Workgroup Multi -User Software
VSI Quote Number: 64193
Please Review Notes on Last Page
Software Pricing Is Valid For 120 Days
Hardware Pricing Is Subject to Change
Vermont Systems Pricing
Miami Beach Parks & Recreation, Miami Beach, FL
Vianca Peron- Sellan, Admin Services Mgr
viancaperon-sellan@miamibeachfl.gov
Joshua Karson, Senior Sales Rep (joshuak @vermontsystems.com)
Description
Phone Number:
Fax Number:
Quote Date:
Unit
Price
Extended
Price
(305)673 -7730 Ext - 6876
(786)394 -4363
07/10/2017
Estimated Annual
Shipping* Maint/Svs
2 Hour(s)
Application Software
VSI Workgroup ERI Credit Card Interface (V -PT -MU -ERI) $3,000.00
Magstripe Readers
Credit Card EMV (Chip & Pin) Device (H- PIN -99)
Total Application Software:
$695.00
Total Magstripe Readers:
Support Services - Training & Expenses
Phone/Webex Setup or Training /Hr. (Min 15 Min /$25) (X- S- TNP -01)
$100.00
Total Support Services - Training & Expenses:
Total Software, Hardware and Support Services
Grand Total - PayTrac:
NOTE. Shipping is FOB - Origin
Credit card processing hardware is determined based upon the Gateway you choose to utilize.
$3,000.00
$3,000.00
$0.00
$0.00
$200.00
$200.00
$3,200.00
$0.00 $600.00 17
$0.00 $600.00
$0.00 $0.00 18
$0.00 $0.00
$0.00 $0.00 7
$0.00 $0.00
$0.00 $600.00
$3,800.00
(Plus Tax Where Applicable / Includes Shipping FOB - Origin)
Customer wold liuke to use non - encrypted mag stripe readers they already own, Also currently interface with First Data.
aye U
12 Market Place, Essex Junction, VT. 05452 877 - 883 -8757
www.vermontsystems.com Page # 5
on
Description:
Prepared For;
Contact Name:
Contact Email:
Approved By:
RecrC 4wthit:ari & Parks }rd..
Vermont Systems Pricing
Miami Beach Parks & Recreation, Miami Beach, FL
Vianca Peron- Sellan, Admin Services Mgr
viancaperon-sellan@miamibeachfl.gov
Joshua Karson, Senior Sales Rep (joshuak @vermontsystems.com)
Proposal Summary Pricing
VSI Quote Number: 64193
Please See Detail Breakdown
on Following Pages
Phone Number:
Fax Number:
Quote Date:
(305)673 -7730 Ext - 6876
(786)394 -4363
07/10/2017
1 Standard PMP software enables (optional) capture of photo image during registration, and display of photo during Visit Check -In.
You can also add the PMP ID software interface to print multi -color plastic photo ID cards.
2 In order to use the graphical touch screen option in other modules, you must also license the POS Inventory module.
3 The Workgroup System is quoted for those organizations with 2 -39 concurrent users, The pricing for the actual number of licensed
concurrent users is found on the RecTrac quote page under the Application Software section. Two concurrent users are included
with the purchase of the first RecTrac module. Additional concurrent users are priced as Additional Users Over 2 (concurrent).
4 VSI uses Progress OpenEdge software to develop and deploy its software applications, and also embeds the required Progress
OpenEdge Enterprise or Workgroup RDBMS (Relational Database Management Software) with its' applications.
5 You can select any of the current nearly 100 standard GL interfaces and 4 AP interfaces at this price. If a custom interface is
needed, VSI will provide a quote, after reviewing the requirements. The implementation procedures for all interfaces are as follows:
The VSI trainer will select (default) the appropriate vendor interface in RecTrac /GolfTrac and show 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 batch file for posting to the cash
receipts or general ledger system.
6 The included expenses are ESTIMATED for airfare, lodging, meals, parking, tolls, and rental vehicle (for non - flying trips, car rental
can be more due to tolls and gasoline usage). Actual expenses are billed after each trip. For states with Cashless Tolls, there may
be a delay in billing these charges as we sometimes don't get these bills from the car rental companies until weeks after a trip is
complete.
7 Time quoted is estimated. Actual time used will be billed.
8 P3500 S 1 -Side Plastic ID Card Printer, 18cps Color /5cps Mono, Ethernet /USB, Windows XP /Vista /W7 /W /10 Server 2008 /2012.
P3500S Energy Star printer includes USB Cable, PS, 3 -Year Swap Out Parts & Labor Warranty Service including Printhead. 4th
year warranty does not include the Printhead and motherboard. Annual Servicing /Cleaning and Hot Swap program for those
customers purchasing ID card supplies through VSI.
9 RI -PO -3 -0100 P3500S /P3000 /P4000 Color Ribbon, 500 Cards Per Ribbon YMCK -T (If P5500 250 Color Front /250 Color Back)
Each Polaroid ribbon includes a Cleaning Roller, Cleaning Card, and Snap Swab. Visible Light and Infrared bar code readers read
bar codes printed with YMCKO ribbons.
10 Honeywell MK7580G -2 Genesis Bar Code Imager USB Kit, 1 D /2D, PDF17, Gray, Type A 3M Cable (9.5' - Cb1- 500 - 300- S00)),
Power Supply, EasylD Software, Documentation, and VSI Custom Configuration. USB keyboard emulation is standard with optional
Serial or Parallel emulation. Standard keyboard emulation used to connect reader to dedicated computer. This scanner can be
used for RecTrac Background Visit Check -in by configuring it for Serial Emulation using the same USB cable. This enable the
computer to be used for other functions, while it is also being used to scan visitor ID cards.
11 Custom Configuration for VSI application software, so plug and play out of the box.
12 WebTrac Internet Software, which includes all patron mobile WebTrac functions, enables your patrons to process WebTrac
transactions real -time using a browser. The WebTrac software does NOT include hosting services, which are quoted separately. If
your IT department or your off - premise web hosting vendor doesn't allow third party software to be installed on its web server, then
VSI can provide this web hosting service for a nominal monthly fee. Please discuss this issue with your IT department or your
off - premise web hosting vendor to determine whether or not VSI should quote the web hosting fee. VSI bills the web only hosting
fee on an annual basis. After the first year, this amount is added to your annual maintenance invoice.
13 WebTrac modules require respective RecTrac licensed modules in order to process web transactions.
14 WebTrac Agents needed are provided to process WebTrac online transactions. Each Agent can service approximately 20
simultaneous requests.
12 Market Place, Essex Junction, VT. 05452
rage ono 0i Zioo
877- 883 -8757 www.vermontsystems.com
Page # 6
Description:
Prepared For:
Contact Name:
Contact Email:
Approved By:
Vermont Systems Pricing
Miami Beach Parks & Recreation, Miami Beach, FL
Vianca Peron- Sellan, Admin Services Mgr
viancaperon-sellan@miamibeachfl.gov
Joshua Karson, Senior Sales Rep (joshuak @vermontsystems.com)
Proposal Summary Pricing
VSI Quote Number: 64193
Please See Detail Breakdown
on Following Pages
Phone Number:
Fax Number:
Quote Date:
(305)673 -7730 Ext - 6876
(786)394 -4363
07/10/2017
15 VSI will customize the WebTrac stylesheet to match the appearance of your web site as closely as possible. After you have finalized
your WebTrac page specifications, you will be asked to sign an approval form. VSI will provide the stylesheet programming services
and then ask you to verify that the results match your specs. If you ask for additional changes following the completion of the initial
styling then each major change request is priced at $750,00. Minor & Seasonal change requests are priced at $375.00 each.
16 The Standard Splash Page Option offers a choice of any one of 14 standard spash pages, and they are available on the VSI
website for your review. You decide which standard or combination of multiple standards is best for your organization.
The $500 fee includes VSI support to assist you to implement the template on your site. This typically takes 2 -4 hours. Any time
over 4 hours due to change requests will be charged at $100 /hour. Any design changes to the standard templates that require
custom programming will be charged at $140 /hour.
17 The VSI ERI (External Redirect Interface) fee applies to any of the credit card vendor options.
18 The specific credit card EMV (Chip and Pin) device delivered depends on the PayTrac solution you select. This line item is used as
a placeholder for budgeting purposes. The different devices range in price from $500 -$750.
12 Market Place, Essex Junction, VT. 05452
raye oy r UI L 5OJ
877 - 883 -8757 www.vermontsystems.com
Page # 7
Vermont
\siSystems
kec,eolton A Pa,ks km.
Standard Sales Agreement 2 -15 -2017
Standard Sales Agreement 245 -2017
The attached VSI Software License, Maintenance and Support Agreement are for your review.
The original of this Agreement, along with all modified Customer Agreements, are maintained in
our VSI financial software database. You may use this Agreement to make any desired
additions, deletions, or changes, and return to VSI for review (please use the Track Changes
tool). VSI will print the final agreed upon version of this Agreement for signature by both
parties.
The licensed software can be installed on a customer's servers or on the VSI hosting
servers. Along with licensed software, VSI provides the option for no hosting (customer or
another vendor hosts software), WebTrac web server hosting only, or both web server and
database hosting. Software licenses with annual maintenance are priced separately from
hosting services.
If you have any questions, please contact the VSI Sales department at your convenience.
1
Page 598 of 2353
Vermont
ystem a
Romo.ion it Forks Soliww +o
Dear,
Standard Sales Agreement 2 -15 -2017
Thank you for making Vermont Systems your choice for application software and support
services. We look forward to working closely with you and your staff.
Enclosed please find two original sets of the VSI Software License, Maintenance and Support
Agreement and Exhibits.
If this Agreement meets with your approval, please complete the following:
1. Page 1 of the Agreement. Enter the executed date.
2. Page 1 of the Agreement, Article 2.3. Please check your preference for your annual
maintenance cycle. If your fiscal year does not fall on any of the dates listed, please
choose the one that best fits your cycle.
3. Sign the signature page
4. Initial each page as noted
5. Fill out the Tax Exempt Form and indicate your sales tax status
6. Return one set to VSI,
As soon as we receive your signed Agreement, April Leafey, our Project Manager will assign a
Trainer to your account and contact you to schedule a conference call for planning your
installation. April's contact information is aprill@vermontsystems.com or 800-883-8757,
ext 3087. As part of the follow up, your primary Trainer will contact you to review the software
Planning Guide in preparation for the training,
If you should have any questions, please contact us at your convenience.
Sincerely,
Sarah Otoka
Sales Administrator
2
Page 599 of 2353
Vermont
Systems
Rt■ClMVltiOn & rc,k9 Sol! 1.4rn
Resale & Exempt Organization
Certificate Of Exemption
Suppliers Name:
Vermont Systems, Inc.
12 Market Place
Essex Junction, VT 05452
Description of Purchased Articles: Software
Please Check Applicable Lines:
Standard Sales Agreement 2 -15 -2017
_Purchase by Retailer, Wholesaler for Resale
_Purchase by 501C which is Religious, Educational or Scientific
_Direct Purchase by Governmental Unit
_Purchase by Volunteer Fire Dept, Ambulance Co., Rescue Squad
Are you exempt from paying sales tax? Yes or No
Name /Address of Purchaser:
Customer Name:
Address:
City, State, Zip:
Federal ID Number:
Purchaser's Primary Business:
3
I Certify that I am authorized to sign this certificate of exemption and that, to the best of my
knowledge and belief, it is true and correct and made in good faith.
Signature: Title:
Name: Date:
Page 600 of 2353
4
mont
\eSystems
Roc4otion d Parks Soltworo
Standard Sales Agreement 2 -15 -2017
Software License, Maintenance And Support Agreement
This SOFTWARE LICENSE, MAINTENANCE AND SUPPORT AGREEMENT ( "Agreement "), is made
and entered into on , by and between Vermont Systems, Inc., a
Vermont corporation (hereinafter "VSI ", and
(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 B 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 Licensed Software in accordance with VSI standard Sales 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.
Page 601 of 2353
VSI Initials Customer Initla's'
Vermont
ystems
kea <eo� oc & f rks S &Aw ro
Standard Sales Agreement 245 -2017
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.
2.3 The Software Maintenance and Support fee will be billed annually, and it becomes effective on
the first day of your January 1st_, May 1st, July 1st _, or _October 1st fiscal year for one
year. New customers will be charged on a prorated basis from the first day of the installation
month through the end of the current fiscal year.
2.4 The required Software Maintenance and Support Agreement will automatically renew
annually, unless the Customer notifies VSI in writing prior to 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 is licensed to use the VSI software indefinitely, even if it terminates annual
maintenance support. The Customer is the sole owner of its' data, whether Customer hosted
or VSI hosted. If VSI hosted and the Customer terminates use of the VSI software, VSI agrees
provide a copy of the database to the Customer in readable format,
Article 3 — Software Training and Installation Services
3.1 Training is offered at the Customer site, at VSI (12 Market Place, Essex Junction, Vermont), and
remotely based on a quoted daily or hourly rate, as described in the Exhibit A, VSI standard
Sales and Support Policies.
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 in Exhibit B. All
training dates must be mutually agreed upon by VSI and the Customer. The Customer can
request a change of training dates and number of training days. However, if a change is made
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 pricing, as well.
3.4 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. While the estimated out -of- pocket expenses are listed in Exhibit B, only the actual
expenses will be billed to the Customer, unless the Customer requires a fixed price in advance.
VSI Initials ���� Customer Initials
Page 602 of 2353
Vermont
Systems
kaveoaon a Park, Sohwo,o
Standard Sales Agreement 2 -15 -2017
3.5 VSI will honor training and other services quotes for up to 120 days, but reserves the right to
modify these rates thereafter.
Article 4 — VSI Hosting Services
4.1 Web Server Hosting Service - if the WebTrac software is being licensed, it requires a web
server, either in -house or hosted, to link the Customer's transaction server with the Internet. If
the Customer selects the VSI web server hosting service, as described in Exhibit D, for a
minimum of one year, the fee will be included in Exhibit B and it will be billed annually in
advance. New customers will be charged on a prorated basis from the first day of the
installation month through the end of the current fiscal year. Web Server Hosting does /does
not apply to this Agreement,
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 VSI's 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 /wilt not be providing full hosting services for the Customer, Exhibit E hosting
services specifications do /do not apply to this Agreement.
4.3 The Full Hosting Services guaranteed rate for one year, includes the Platinum /Gold /Silver level
services and features, as described in Exhibit F,
Article 5 — Charges and Payment
5.1 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 VSI's 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 /does not 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.
5.3 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,
6 VS1 Initials _ . .. Customer Initials
Page 603 of 2353
Vermont
('Systems
Remoiton 6 Pork, Sol!woro
Standard Sales Agreement 2 -15 -2017
5.5 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
7,1 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.
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 Help, Reports
Manual, User Reference Manual, and Training Tutorials. VSI warrants that the software is
merchantable, in that it will properly install and operate according to the specifications herein.
7.3 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.
7.4 VSI warrants that there has been no violation of copyrights or patent rights in connection with
the Licensed Software in this 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 of its 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 a particular purpose.
Notwithstanding anything to the contrary in this Agreement, it is expressly agreed that neither
VSI nor 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 as the Certificate Holder. The standard coverage's with limits and insurers)
are listed in the attached Exhibit C. If a customer requires insurance coverage beyond the
VSI Initials
Page 604 of 2353
Customer Initials
8
Vermont
Systems
R, C,oOeon R Pprce SOliworo
Standard Sales Agreement 2 -15 -2017 ,
standard limits provided by the VSI Certificate of Insurance, then the customer can either
accept the VSI standard coverage at no additional charge or pay for the additional insurance
coverage at VSI cost.
8.3 The Parties agree that the laws of the State of Vermont will govern this Agreement, and that
the venue for legal resolution shall be in Chittenden County, Vermont.
Article 9 — Risk of Loss
9.1 For Customer hosted installations, the risk of loss or destruction, regardless of the cause, shall
be the responsibility of VSI until the Licensed Software and Related Materials have been
delivered to the Customer's premises or downloaded to the Customer's servers. For VSI
hosted installations, VSI will be responsible for the risk of loss or destruction.
9.2 For Customer hosted installations, the Customer shall be responsible for verifying that the
Licensed Software and Related Materials have been received, installed on the designated
computer(s), and are operational, unless the. Agreement specifies that VSI will install the
Licensed Software as part of the on -site training. For VSI full hosted installations, VSI will be
responsible for installing the software on either its' Eastern or Western data center server.
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.
Article 10 Personal Information Protection — Continued
10.2 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.
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, Attn: Jason Ruwet 802 - 878 -3346,
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9
Vermont
Systems
Rec+eoW, & "a;4s $GNwSm,
Standard Sales Agreement 245-2017
jfr @essexvtlaw.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 available
to the Customer within thirty days of written notice for Customer support use only.
Article 12 Independent Contractor
12,1 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 — Authorization and Entire Agreement
14.1 Each party represents and warrants that it has the power and ability to enter into this
Agreement, to grant the rights stated herein, and to perform the duties and obligations
described herein.
14.2 This Agreement and the attached Exhibits A, B, C, D, E, F constitute the entire Agreement
between Vermont Systems and the Customer. Exhibit D does /does not apply to this
Agreement.
14.3 If any term or other provision of this 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.
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Vermont Systems, Inc. Customer
Standard Sales Agreement 245 -2017
Authorized Signature Authorized Signature
Giles Willey, President
Printed Name and Title Printed Name and Title
Date Date
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