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2017-013 AGREEMENT FOR PARKS AND RECREATION REGISTRATION SOFTWARE THIS AGREEMENT, made and entered into this 2 Nv day of 'Vt.4 act/ 2017, A.D., by and between the City of Clermont 685 West Montrose Street, Clermont, Florida (hereinafter referred to as "CITY"), and VERMONT SYSTEMS, INC., 12 Market Place, Essex Junction, VT 05452 (hereinafter referred to as "CONTRACTOR"). WHEREAS, the City of Deerfield Beach, Florida through the public procurement process awarded an agreement for software license, maintenance and support RFP#2013-14/12; WHEREAS,CITY desires to utilize the above-referenced awarded bid,CONTRACTOR's response thereto and agreement in accordance with CITY's procurement policy; and WHEREAS,CONTRACTOR desires to enter into a contract with CITY based on the terms and conditions of City of Deerfield Beach contract number RFP#2013-14/12. WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follows: ARTICLE I - SCOPE OF WORK The CONTRACTOR shall furnish Software License, Maintenance and Support as described in City of Deerfield Beach Contract Number 2013-14/12, which is attached hereto and incorporated herein as Exhibit "A" and shall do everything required by this Agreement and the other Agreement Documents contained in the specifications,which are a part of these Documents. Provided, however, that nothing herein shall require CITY to purchase or acquire any items or services from CONTRACTOR. To the extent of a conflict between this Agreement and Exhibit"A",the terms and conditions of this Agreement shall prevail and govern. In all instances the CITY purchasing policy, resolutions and ordinances shall apply. ARTICLE II - THE CONTRACT SUM CITY shall pay CONTRACTOR,for the faithful performance of the Agreement as set forth in the Agreement documents and the Unit Price Schedule as set forth in Exhibit B,attached hereto and incorporated herein. ARTICLE III—TERM AND TERMINATION 1. This Agreement is to become effective upon execution by both parties,and shall remain in effect until July 31, 2019, unless terminated or renewed as provided by the City of Deerfield Beach agreement. 2. Notwithstanding any other provision of this Agreement, CITY may, upon written notice to CONTRACTOR, terminate this Agreement if: a) without cause and for convenience upon thirty (30) days written notice to 1 CONTRACTOR b) CONTRACTOR is adjudged to be bankrupt; c) CONTRACTOR makes a general assignment for the benefit of its creditors; d) CONTRACTOR fails to comply with any of the conditions of provisions of this Agreement; or e) CONTRACTOR is experiencing a labor dispute, which threatens to have a substantial, adverse impact upon performance of this Agreement, without prejudice to any other right or remedy CITY may have under this Agreement. In the event of such termination, CITY shall be liable only for the payment of all unpaid charges, determined in accordance with the provisions of this Agreement, for work, properly performed and accepted prior to the effective date of termination. 3. Upon mutual agreement of the parties,this Agreement may be renewed for one (1) year. ARTICLE IV - COMMENCEMENT AND COMPLETION OF WORK The CONTRACTOR shall provide all items in the timeframe as set forth in the applicable purchase order or notice to proceed. ARTICLE V - PAYMENTS In accordance with the provisions fully set forth in the General Conditions, CONTRACTOR shall submit a payment request by the third (3rd) day of each calendar month for items provided during the preceding calendar month. CITY shall make payment to the CONTRACTOR, within thirty (30) calendar days, on the basis of a duly certified and approved payment invoice by the CITY for services provided and accepted by the CITY. ARTICLE VI—DISPUTE RESOLUTION - MEDIATION 1. Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to voluntary arbitration or the institution of legal or equitable proceedings by either party. 2. The CITY and CONTRACTOR shall endeavor to resolve claims, disputes and other matters in question between them by mediation. 3. The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in Clermont,Lake County,Florida,unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. ARTICLE VII—INSURANCE AND INDEMNIFICATION RIDER 1. Worker's Compensation Insurance-The CONTRACTOR shall take out and maintain during the life of this Agreement Worker's Compensation Insurance for all his employees connected with the work of this Project and, in case any work is sublet, the 2 CONTRACTOR shall require the subcontractor similarly to provide Worker's Compensation Insurance for all of the latter's employees unless such employees are covered by the protection afforded by the CONTRACTOR. Such insurance shall comply with the Florida Worker's Compensation Law. In case any class of employees engaged in hazardous work under this Agreement at the site of the Project is not protected under the Worker's Compensation statute, the CONTRACTOR shall provide adequate insurance, satisfactory to the CITY, for the protection of employees not otherwise protected. 2. CONTRACTOR's Public Liability and Property Damage Insurance - The Contactor shall take out and maintain during the life of this Agreement Comprehensive General Liability and Comprehensive Automobile Liability Insurance as shall protect it from claims for damage for personal injury, including accidental death, as well as claims for property damages which may arise from operating under this Agreement whether such operations are by itself or by anyone directly or indirectly employed by it, and the amount of such insurance shall be minimum limits as follows: (a) CONTRACTOR's Comprehensive General, $500,000 Each ($1,000,000 aggregate) Liability Coverages, Bodily Injury Occurrence, & Property Damage Combined Single Limit (b) Automobile Liability Coverages, $500,000 Each Bodily Injury& Property Damage Occurrence, Combined Single Limit 3. SubCONTRACTOR's Public Liability and Property Damage Insurance-The CONTRACTOR shall require each of his subCONTRACTORs to procure and maintain during the life of this subcontract, insurance of the type specified above or insure the activities of his subCONTRACTORs in his policy, as specified above. 4. Indemnification Rider (a) To cover to the fullest extent permitted by law, the CONTRACTOR shall indemnify and hold harmless the CITY and its agents and employees from and against all claims, damages, losses and expenses, including but not limited to attorney's fees, arising out of or resulting from the performance of the Work, provided that any such claim, damage, loss or expense (1) is attributable to bodily injury, sickness, disease or death,or to injury to or destruction of tangible property(other than the Work itself) , and (2) is caused in whole or in part by any negligent act or omission of the CONTRACTOR, any subCONTRACTOR, anyone directly or indirectly employed by any of them or anyone for whose acts any of them maybe liable, regardless of whether or not it is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right to obligation of indemnity which would otherwise exist as to any party or person described in this Article. 3 (b) In any and all claims against the CITY or any of its agents or employees by any employee of the CONTRACTOR, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligations under this Paragraph shall not be limited in any, way by any limitation on the amountor type of damages,compensation or benefits payable by or for the CONTRACTOR or any subcontractor under workers'or workmen's compensation acts,disability benefit acts or other employee benefit acts. (c) The CONTRACTOR hereby acknowledges receipt of ten dollars and other . good and valuable consideration from the CITY for the indemnification provided herein. ARTICLE VIII NOTICES All notices shall be in writing and sent by United States mail, certified or registered, with return receipt requested and postage prepaid,or by nationally recognized overnight courier service to the address of the party set forth below. Any such notice shall be deemed given when received by the party to whom it is intended. CONTRACTOR: VERMONT SYSTEMS, INC. 12 Market Place Essex Junction, VT 05452 Contact: Giles N. Willey, President CITY: City of Clermont Attn: Darren Gray, City Manager 685 W. Montrose Street Clermont, FL 34711 ARTICLE IX—MISCELLANEOUS 1. Attorneys' Fees. In the event a suit or action is instituted to enforce or interpret any provision of this agreement, the prevailing party shall be entitled to recover such sum as the Court,may adjudge reasonable as attorneys' fees at trial or on any appeal, in addition to all other sums provided by law. 2. Waiver. The waiver by city of breach of any provision of this agreement shall not be construedor operate as a waiver of any subsequent breach of such provision or of such provision.itself and shall in no way affect the enforcement of any other provisions of this agreement. 3. Severability. If any provision of this agreement or the application thereof to any person or circumstance is to any extent invalid or unenforceable, such provision,or 4 part thereof,shall be deleted or modified in such a manner as to make the agreement valid and enforceable under applicable law, the remainder of this agreement and the application of such a provision to other persons or circumstances shall be unaffected, and this agreement shall be valid and enforceable to the fullest extent permitted by applicable law. 4. Amendment. Except for as otherwise provided herein, this agreement may not be modified or amended except by an agreement in writing signed by both parties. 5. Entire Agreement. This agreement including the documents incorporated by reference contains the entire understanding of the parties hereto and supersedes all prior and contemporaneous agreements between the parties with respect to the performance of services by CONTRACTOR. 6. Assignment. This agreement is personal to the parties hereto and may not be assigned by CONTRACTOR,in whole or in part,without the prior written consent of city. 7. Venue. The parties agree that the sole and exclusive venue for any cause of action arising out of this agreement shall be Lake County, Florida. 8. Applicable Law. This agreement and any amendments hereto are executed and delivered in the State of Florida and shall be governed, interpreted, construed and enforced in accordance with the laws of the State of Florida. 9. Public Records. Contractor expressly understands records associated with this project are public records and agrees to comply with Florida's Public Records law, to include, to: (a) Keep and maintain public records that ordinarily and necessarily would be required by the CITY in order to perform the services contemplated herein. (b) Provide the public with access to public records on the same terms and conditions that the CITY would provide the records and at a cost that does not exceed the cost provided in this Florida's Public Records law or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the CITY all public records in possession of CONSULTANT upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the 5 CITY in a format that is compatible with the information technology systems of the CITY. (e) IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTRACTOR SHALL CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT CITY CLERK'S OFFICE, (352) 241-7331. ARTICLE X - AGREEMENT DOCUMENTS The Agreement Documents, as listed below are herein made fully a part of this Agreement as if herein repeated. Document Precedence: 1. This Agreement 2. Purchase Order/Notice to Proceed 3. All documents contained in City of Deerfield Beach Contract RFP#2013-14/12. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this 2,NPday of MA Rc}I ,2017. City of rmont AN, D rn p , City Manker .. Attest:_ . c oy , i y er 6 VERMONT SYSTEMS, INC. B • ye (Name Printed'or•Typed)c_. ,. .. Title Atte) -46-ti-676/7-- '0 orate Secretary kaidt.M , k) Juk d. (Name Printed or Typed) 7 EXHIBIT A RESOLUTION NO. 2014/174 A RESOLUTION OF THE CITY COMNIISSION OF THE CITY OF DEERFIELD BEACH, FLORIDA APPROVING THE AWARD OF RFP #2013-14/12 FOR PARKS AND RECREATION REGISTRATION SOFTWARE TO VERMONT SYSTEMS,INC. WITH A FISCAL IMPACT OF$150,710 OVER A FIVE YEAR CONTRACT TERM WHEREAS, the RFP was advertised in the legal notices section of the Sun-Sentinel on June 2, 2014 and the notice was also sent to twelve (12) prospective Offeror's via the e- Procurement Marketplace; and WHEREAS,eighteen(18)vendors requested a copy of the Request for Proposals;and WHEREAS, on June 27, 2014 at 11:00 a.m., the due date and time, the Purchasing Division closed and unsealed the two (2)proposals received and the proposals were reviewed by the Purchasing Division to ensure each proposal met the RFP requirements; WHERAS, each evaluation committee member independently reviewed and scored the proposals in accordance with the weighted criteria stated in the RFP prior to the first public evaluation meeting held on July 11,2014 at 10:00 a.m.; and WHEREAS, the evaluation committee was unanimous in their decision to make a recommendation to the City Commission to approve the ranking and authorize staff to award the subject contract to Vermont Systems,Inc.;and WHEREAS, the initial contract term shall be for five (5) years beginning September 1, 2014 and ending July 31, 2019 and the City reserves the right to extend the contract for additional one (1) year renewal terms providing all terms conditions and specifications remain the same,both parties agree to the extension, and such extension is approved by the City; NOW,THEREFORE,BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF DEERFIELD BEACH,FLORIDA,AS FOLLOWS: Section 1. The above referenced"Whereas"clauses are true and correct and made a part hereof. Section 2. The City Commission does hereby approve the award of a contract to Vermont Systems, Inc. for Parks and Recreation Registration Software with a fiscal impact of$150,710.00 over a five year contract term . The City Manager or designee is hereby authorized to execute any appropriate documents relating to the award. Section 3. This Resolution shall become effective immediately upon adoption. 1 ( � O Resolution 2014/174 PASSED AND ADOPTED THIS 19TH DAY OF AUGUST,2014. • -Q,". 7. /20-64- 'AN " M. ROB,MAYOR ATTEST: qte* • HAM- OHNSON,MMC,CITY ERK Deerfield/•esolutions/P rchasing/Parks registration soft a RFP 2014 2 EXHIBIT B Vermont \(Systems Recreation & Parks Software • March 1,2017 City of Clermont Freddy Suarez Clermont, FL 34712 Dear Freddy, Vermont Systems, Inc. (VSI)authorizes the City of Clermont, FL, Department to use the Sales Agreement between VSI and"Deerfield Beach"to license VSI software applications and purchase first year annual maintenance and support services, installation and training services, VSI hosting services, and VSI qualified hardware from VSI. The benefit to both parties will be to reduce the cost of acquiring and offering a new system that has already been through the RFP process. VSI agrees to apply the terms and conditions of the Software License, Maintenance, & Support Agreement between"Deerfield Beach"and VSI dated July,25,2015, except for the products and services listed in the next paragraph. While VSI agrees to apply the terms and conditions of the"Deerfield Beach"Agreement to the "City of Clermont"Agreement,the pricing might vary due to Enterprise vs Workgroup size database,the modules selected,the number of users,the number of onsite training days,travel expenses, level of optional hosting services selected, POS hardware models and quantities selected, and the increasing cost of providing support for services not under VSI control. Pricing for products and support services not under VSI control are as follows: Payment Card Integration—due to ever expanding PCI (payment card industry) requirements, especially EMV, current VSI pricing will be applied to the payment card quote, if any. - VSI Hosting Services—due to increasing secure hardware and data center-costs VSI might — need to apply current pricing for these services. Sincerely yours, czb,t.tyi,titn Giles N.Willey President Vermont Systems, Inc. Vermont Proposal Summary Pricing EXHIBIT B VSI Quote Number: 61714 Systems Please See Detail Breakdown Recreation & Porks Software on Following Pages Description: RecTrac&PayTrac-Exhibit B Prepared For: City of Clermont,Clermont,FL Contact Name: Scott Davidoff Phone Number: (352)708-5999 Contact Email: sdavidoff@clermontfl.org Fax Number: Approved By: Sarah Otoka,Sales Admin(saraho@vermontsystems.com) Quote Date: 02/2312017 Purchase Annual Estimated Total Description Price Maint/Svs Shipping* Price RecTrac -Workgroup Multi-User Software Application Software $10,850.00 $2,230.00 $0.00 $13,080.00 Progress OpenEdge Software $2,170.00 $446.00 $0.00 $2,616.00 Support Services-Training&Expenses $14,610.00 $0.00 $0.00 $14,610.00 Total RecTrac: $27,630.00 $2,676.00 $0.00 $30,306.00 PayTrac -Workgroup Multi-User Software Application Software $3,000.00 $600.00 $0.00 $3,600.00 Magstripe Readers $2,085.00 $0.00 $48.00 $2,133.00 Total PayTrac: $5,085.00 $600.00 $48.00 $5,733.00 Hardware -(VSI Qualified) Printers Receipt $880.00 $0.00 $63.00 $943.00 Cash Drawers $525.00 $0.00 $72.00 $597.00 Total Hardware: $1,405.00 $0.00 $135.00 $1,540.00 VSI TOTALS Application Software $13,850.00 $2,830.00 $0.00 $16,680.00 Printers Receipt $880.00 $0.00 $63.00 $943.00 Progress OpenEdge Software $2,170.00 $446.00 $0.00 $2,616.00 Cash Drawers $525.00 $0.00 $72.00 $597.00 Magstripe Readers $2,085.00 $0.00 $48.00 $2,133.00 Support Services-Training&Expenses $14,610.00 $0.00 $0.00 $14,610.00 Grand Totals: $34,120.00 $3,276.00 $183.00 $37,579.00 •NOTE Shipping is FOB-Origin (Plus Tax Where Applicable/Includes Shipping FOB-Origin) INSTALLMENT PURCHASE PLAN OPTIONS-NO INTEREST CHARGES (Total Software License Figure Used For Installment Calculation) $16,020.00 Two Year Payment Plan Purchase Option (Software License Portion Of Installment Amount) $8,010.00 Year 1 (Includes One Half The Software License+All Training+All Travel Expense+All Shipping+Annual Maintenance) $29,569.00 Year 2 (Includes One Half The Software License+Annual Maintenance) $11,286.00 Year 3+ (Annual Maintenance Only) $3,276.00 Three Year Payment Plan Purchase Option (Software License Portion Of Installment Amount) $5,340.00 Year 1 (Includes One Third The Software License+All Training+All Travel Expense+All Shipping+Annual Maintenance/Services) $26,899.00 Year 2 (Includes One Third The Software License+Annual Maintenance/Services) $8,616.00 Year 3 (Includes One Third The Software License+Annual Maintenance/Services) $8,616.00 Year 4+ (Annual Maintenance/Services Only) $3,276.00 12 Market Place,Essex Junction,VT. 05452 877-883-8757 www.vermontsystems.com Page#1 Vermont RecTrac Workgroup Multi-User Software Recreation Tracking Software fSystems VSI Quote Number: 61714 �/ Please Review Notes on Last Page Recreation & Parks Software Software Pricing Is Valid For 120 Days Hardware Pricing Is Subject to Change Description: RecTrac&PayTrac-Exhibit B Prepared For: City of Clermont,Clermont,FL Contact Name: Scott Davidoff Phone Number: (352)708-5999 Contact Email: sdavidoff@clermontfl.org Fax Number: Approved By: Sarah Otoka,Sales Admin(saraho@vermontsystems.com) Quote Date: 02/2312017 Unit Extended Annual Qty Unit Description Price Price Maint/Svs Application Software 1 Each Activity Registration (V-RT-MU-AR) $2,750.00 $2,750.00 $490.00 1 Each Facility Reservations (V-RT-MU-FR) $2,750.00 $2,750.00 $490.00 1 Each League Scheduling (V-RT-MU-LS) $1,950.00 $1,950.00 $350.00 1 Each Incident Processing and Reporting (V-RT-MU-IC) $0.00 $0.00 $0.00 1 Each Systems Administration(required) (V-RT-MU-SA) $400.00 $400.00 $400.00 1 10 Each Additional Users Over 2(TOTAL 12 concurrent) (V-RT-MU-AU) $300.00 $3,000.00 $500.00 Total Application Software: $10,850.00 $2,230.00 Progress OpenEdge Software 1 Each OpenEdge Workgroup Appl Server&RDBMS (T-PG-MU-OE) $2,170.00 $2,170.00 $446.00 2 Total Progress OpenEdge Software: $2,170.00 $446.00 Support Services -Training & Expenses 10 Day(s) Installation/Training,Municipal,On-Site/Day (X-S-TNG-01) $750.00 $7,500.00 $0.00 2 Day(s) Travel Time (X-S-TNG-09) $375.00 $750.00 $0.00 12 Each Travel Expenses-per day(estimated) (X-X-EXP) $330.00 $3,960.00 $0.00 3 2 Each Expense Airfare(estimated-pay actual only) (X-X-AIR) $1,200.00 $2,400.00 $0.00 Total Support Services-Training&Expenses: $14,610.00 $0.00 Total Software,Hardware and Support Services $27,630.00 $2,676.00 Grand Total -RecTrac: $30,306.00 -NOTE: Shipping is FOB-OriginPlus Tax Where Applicable/Includes Shipping pp FOB-Origin) 12 Market Place,Essex Junction,VT. 05452 877-883-8757 www.vermontsystems.com Page#2 Vermont PayTrac Workgroup Multi-User Software VSI Quote Number: 61714 \f SystemsPlease Review Notes on Last Page Software Pricing Is Valid For 120 Days Recreation & Parks Software Hardware Pricing Is Subject to Change Description: RecTrac&PayTrac-Exhibit B Prepared For: City of Clermont,Clermont,FL Contact Name: Scott Davidoff Phone Number: (352)708-5999 Contact Email: sdavidoff©clermontfl.org Fax Number: Approved By: Sarah Otoka,Sales Admin(saraho©vermontsystems.com) Quote Date: 02/23/2017 Unit Extended Estimated Annual Qty Unit Description Price Price Shipping* Maint/Svs Application Software 1 Each VSI Workgroup ERI Credit Card Interface (V-PT-MU-ERI) $3,000.00 $3,000.00 $0.00 $600.00 4 Total Application Software: $3,000.00 $0.00 $600.00 Magstripe Readers 3 Each Credit Card EMV(Chip&Pin)Device (H-PIN-99) $695.00 $2,085.00 $48.00 $0.00 5 Total Magstripe Readers: $2,085.00 $48.00 $0.00 Total Software,Hardware and Support Services $5,085.00 $48.00 $600.00 Grand Total -PayTrac: $5,733.00 •NOTE: Shipping is FOB-Origin (Plus Tax Where Applicable/Includes Shipping FOB-Origin) Credit card processing hardware will be determined based upon the Gateway you choose to utilize. 12 Market Place,Essex Junction,VT. 05452 877-883-8757 www.vermontsystems.com Page#3 Vermont Hardware (VSI Qualified) VSI Quote Number: 61714 \Or SystemsPlease Review Notes on Last Page Software Pricing Is Valid For 120 Days Recreation & Parks Software Hardware Pricing Is Subject to Change Description: RecTrac&PayTrac-Exhibit B Prepared For: City of Clermont,Clermont,FL Contact Name: Scott Davidoff Phone Number: (352)708-5999 Contact Email: sdavidoff@clermontfl.org Fax Number: Approved By: Sarah Otoka,Sales Admin(saraho@vermontsystems.com) Quote Date: 02/2312017 Unit Extended Estimated Annual Qty Unit Description Price Price Shipping* Maint/Svs Printers Receipt 3 Each Star TSP143U11,40 col Thermal,USB,Cutter (H-PRT-ST-05-U-B) $265.00 $795.00 $39.00 $0.00 6 1 Each Thermal Receipt Paper, 1 Ply,50 Rolls/Case (S-PRT-IT-THB-01) $85.00 $85.00 $24.00 $0.00 7 Total Printers Receipt: $880.00 $63.00 $0.00 Cash Drawers 3 Each MMF Advantage 17.4Wx18.7D Dumb Drw Paint Front Blk (H-DRW-MM-11-D-BK)$175.00 $525.00 $72.00 $0.00 Total Cash Drawers: $525.00 $72.00 $0.00 Total Software,Hardware and Support Services $1,405.00 $135.00 $0.00 Grand Total - Hardware: $1,540.00 •NOTE Shipping is FOB-Origin (Plus Tax Where Applicable/Includes Shipping Aping FOB-Origin) 12 Market Place,Essex Junction,VT. 05452 877-883-8757 www.vermontsystems.com Page#4 Vermont Proposal Summary Pricing VSI Quote Number: 61714 Systems Please See Detail Breakdown Recrealion 8, Parks Softwore on Following Pages Description: RecTrac&PayTrac-Exhibit B Prepared For: City of Clermont,Clermont,FL Contact Name: Scott Davidoff Phone Number: (352)708-5999 Contact Email: sdavidoff@clermontfl.org Fax Number: Approved By: Sarah Otoka,Sales Admin(saraho@vermontsystems.com) Quote Date: 02/23/2017 1 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). 2 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. 3 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. 4 The VSI ERI(External Redirect Interface)fee applies to any of the credit card vendor options. 5 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. 6 Includes power supply,power cord,auto cutter and cable.Wall mountable. 7 Thermal Receipt Paper,1 Ply,50 Roll/Case for Star,Epson,&Ithaca receipt printers. 12 Market Place,Essex Junction,VT. 05452 877-883-8757 www.vermontsystems.com Page#5 Vermont Systems,Inc. 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: _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?1_Yes or_No Name/Address of Purchaser: Customer Name: C1-cy C-C RtY A-x-N Address: 3'�od S 44\tN\ 2 - City, State,Zip C.... Sx:MpNZ -L. 344-4- Federal 4-}Federal ID Number Sq Coe-Nr2,p Z9 O Purchaser's Primary Business: 670v T . 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 co; -ct and made in good faith. Signature: �: L1 Title C y 1•&MJ PC! -. Name: D Pse_e N 61R-p I Date: 3 - 2 - t-1 VERMONT SYSTEMS,INC. SOFTWARE LICENSE,MAINTENANCE AND SUPPORT AGREEMENT 10-1-16 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"or"Licensor",and City of Clermont(hereinafter"Licensee"or"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 Licensee and the Licensee 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. 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 - :' -: :.• ually,and it becomes effective on the first day of your January 1st—,May 1st—,July 1st or I c ober s fiscal year for one year. New customers will be charged on a prorated basis from the first day of the in .: : on 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 Licensee 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. I Init',, ' 1 -ustomer Initials 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 VSI standard Sales and Support Policies,Exhibit A. 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. 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 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 the 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 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 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. 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. A, SI Init a s1�j Customer Initials Imo`' 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 insurer(s)are listed in the attached Exhibit C.If a 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 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 the 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. 613' / VSI Initia • al Customer Initials 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,ifr@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 Licensee 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 constitute the entire Agreement between Vermont Systems and the Licensee. 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. Vermont S ems, Inc. st , r 76, Authorized Signature Au y'" - ignature Giles Willey,President D►°t Q-R-E N GQ-Al Printed Name and Title Printed Name and Title 3A.3 3— Z - t-7 Date Date 0000045 06/06/12 fLORIDA Consumer's Certificate of Exemption R.04/11 \= Issued Pursuant to Chapter 212, Florida Statutes DEPARTMENT ....... OF REVENUE 85-8012740096C-8 08/31/2012 08/31/2017 MUNICIPAL GOVERNMENT Certificate Number Effective Date Expiration Date Exemptipr Category This certifies that CITY OF CLERMONT 685 W MONTROSE ST CLERMONT FL 34711-2119 is exempt from the payment of Florida sales and use tax on real property rented,transient rental property rented,tangible personal property purchased or rented,or services purchased. rloRion DR-14 Important Information for Exempt Organizations R.04/11 DEPARTMENT OF REVENUE 1. You must provide all vendors and suppliers with an exemption certificate before making tax-exempt purchases. See Rule 12A-1.038,Florida Administrative Code(F.A.C.). 2. Your Consumer's Certificate of Exemption is to be used solely by your organization for your organization's customary nonprofit activities. 3. Purchases made by an individual on behalf of the organization are taxable,even if the individual will be reimbursed by the organization. 4. This exemption applies only to purchases your organization makes. The sale or lease to others of tangible personal property,sleeping accommodations,or other real property is taxable. Your organization must register, and collect and remit sales and use tax on such taxable transactions. Note: Churches are exempt from this requirement except when they are the lessor of real property(Rule 12A-1.070,F.A.C.). 5. It is a criminal offense to fraudulently present this certificate to evade the payment of sales tax. Under no circumstances should this certificate be used for the personal benefit of any individual. Violators will be liable for payment of the sales tax plus a penalty of 200%of the tax,and may be subject to conviction of a third-degree felony. Any violation will require the revocation of this certificate. 6. If you.have questions regarding your exemption certificate, please contact the Exemption Unit of Account Management at 800-352-3671. From the available options,select"Registration of Taxes,"then "Registration Information,"and finally"Exemption Certificates and Nonprofit Entities." The mailing address is PO Box 6480, Tallahassee,FL 32314-6480.