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18-123
Resolution No. 18-123 RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT WITH VERMONT SYSTEMS, INC. FOR SOFTWARE LICENSE, MAINTENANCE AND SUPPORT SERVICES BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Richard G. Kozal, City Manager, be and is hereby authorized and directed to execute an Agreement on behalf of the City of Elgin with Vermont Systems, Inc. for software license, maintenance and support services, a copy of which is attached hereto and made a part hereof by reference. s/ David J. Kaptain David J. Kaptain, Mayor Presented: October 24, 2018 Adopted: October 24, 2018 Vote: Yeas: 8 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk Vermont 'sy MS Eavnaunn d Po•i;.s 5olw.are Software License, Maintenance and Support Agreement a, �K #a � I g 0 018 b V rm n st Copyright Information © 2018 by Vermont Systems, Inc. This document is the property of Vermont Systems, Inc. and is provided in conjunction with an agreement between the customer and VSI for Licensed Software or Software as a Service (SaaS). The documents)and software referred to in this publication may not be copied, distributed, electronically transmitted, posted on the web or altered in any way without the express written consent of Vermont Systems,Incorporated. The information contained in this document is subject to change without notice Vermont Systems, Inc. 12 Market Place Essex Junction,VT 05452 www.vermontsystems,com ii 0 2018 by Vermont Systems,Inc. Vermont Software License, Maintenance and Support Agreement \yISystems Software License, Maintenance and Support Agreement This SOFTWARE LICENSE, MAINTENANCE AND SUPPORT AGREEMENT ("Agreement"), is made and entered into on October 24, 2018 by and between Vermont Systems, Inc., a Vermont corporation (hereinafter "VSI", and City of Elgin, Illinois, a municipal corporation, (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, attached hereto and made a part hereof. The Licensed Software includes Related Materials, such as Quick Reference Manual, Installation Planning Guide,Installation Instructions,On-Line Help, Standard Online Reports Listings, Training Database with Tutorial,and Live Database. 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 and Progress RDBMS are required to operate the application software by platform type. Progress software is included in the VSI application pricing, as listed 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 application software 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 The Customer shall provide staff users with access to the internet with sufficient bandwidth and latency to provide satisfactory performance. 1.5 At any time,the Customer may 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. 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. attached hereto and made a part hereof. The extent of support services being provided to the Customer are specifically listed in Exhibit B pricing. G,v6jVSI Initial Customer Initials 3 Software license, Maintenance and Support Agreement Vermont `fSyst@r� Yecwow h vohSnl�.van Article Z —Annual Software Maintenance and Support Services - continued 2.2 The Annual Software Maintenance&Support fee includes ongoing software repairs and VSI approved enhancements, after the initial installation. VSI uses the Evergreen method for program updates. Minor "Builds"that do not require any downtime are released every 6-8 weeks. Two or three times per year, VSI "Updates" the database schema,which does require the database to be down briefly. In most cases the down time is limited to one hour or less. Both Builds and Updates are completed using automated scripts to minimize user interaction. If VSI is providing full hosting services, VSI will provide software "build" and "update" installation services that are coordinated with all Customers at the same time. 2.3 VSI software applications are classified as Active, Mature, or Retired and they are supported as described in Exhibit A, Section 2. 2.4 The Software Maintenance and Support fee will be billed annually, and it becomes effective on the first day of January 2019 for one year. New customers will be charged on a prorated basis from the first day of the installation month through the annual billing cycle selected above. 2.5 The required Software Maintenance and Support Agreement will automatically renew annually, unless the Customer notifies VSI in writing prior to the end of their next billing cycle 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. VSI shall provide the Customer with a firm quote for the next applicable billing cycle not less than 30 days prior to the end of any current billing cycle. In the event VSI does not so provide the Customer,this Agreement shall not renew and shall terminate. 2.6 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 to 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 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 because of the changes. 3.3 If VSI is providing other Installation Services, they will be listed in Exhibit B as well. 3.4 The Customer shall reimburse VSI for all reasonable expenses, such as travel, lodging, meals, and other expenses necessary to complete the training. VSI quotes per diem for meals based on GSA rates, unless the Customer requests actual receipts. While the other 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 4 OL4_Q VSI Initials i_Ft Initials Vermont Software License, Maintenance and Support Agreement price in advance. Not less than thirty (30) days prior to incurring any such reimbursable expenses,VSI shall further provide Customer with a maximum fixed price in writing and VSI shall further provide Customer with receipts for all such reimbursable expenses not less than thirty(30) days after incurring such expenses. The Customer shall not be liable to VSI for the payment of any reimbursable expenses in the event VSI fails to comply with the provisions of this section. Notwithstanding the above, VSI shall not be entitled to reimbursement of any expenses without written agreement of the Customer. 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 billing cycle. 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 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 be providing full hosting services for the Customer, Exhibit E hosting services specifications do apply to this Agreement. 4.3 The Full Hosting Services guaranteed rate for one year, includes the Platinum level services and features, as described in Exhibit F, attached hereto and made a part hereof. Article 5 — Charges and Payment 5.1 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. 5.2 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. 5.3 The Customer shall pay all applicable sales, consumer use, and other taxes required by law, unless it is tax-exempt. If tax-exempt, the Customer must provide a tax exemption certificate.VSI acknowledges that the Customer is tax-exempt. 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. 6_N!tL'VSl lnitials�PK-nST6mer Initials 5 Software License, Maintenance and Support Agreement verfficwit ,fS:! s,< 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 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, Integrated Reports Listing, Quick Reference Manual, Online Live Demonstration Software and Database, 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 any 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 coverages with limits and insurer(s) are listed in the attached Exhibit C, attached hereto and made a part hereof. 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 Cyber Liability Insurance. The Certificate of Liability Insurance, Exhibit C, also includes Cyber Liability Insurance with up to $2,000,000 for each occurrence. 6 VSI Initials _____ mer Initials Vermont Software License, Maintenance and Support Agreement "1,,*4FSVStemS Article 9 — Risk of Loss 9.1 For Customer on-premise installations, the risk of loss or destruction, regardless of the cause, shall be the responsibility of the Customer following the download of the software 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. 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. 10.3 VSI is covered with Cyber Liability Insurance up to two million dollars for each occurrence. This applies primarily to Network Security and Privacy Liability, as part of Exhibit C described in Article 8. Article 11 —Application Source Code 11.1 The Source Code for all VSI application software, along with a list of licensed customers, is held in escrow by VSI's Escrow Agent, Kolvoord, Overton, &Wilson,Attorneys, at 6 Joshua Way, Suite B, Essex Junction, Vermont 05452, 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. e3f--kc�VS1 Initials mer Initials 7 Software License,Maintenance and Support Agreement Veff'tont Article 13 — Change Orders or Extensions 13.1 The Customer may require changes in the scope of services to be performed by VSI. Such changes, including any increase or decrease in compensation amount, must be mutually agreed upon in writing by the Customer and VSI. VSI shall be compensated for all authorized changes in services. Article 14 — Governing Laws & Venue 14.1 This Agreement is subject to and governed by the laws of the State of Illinois.Venue for the resolution of any disputes or enforcement of any rights arising out of or in connection with this Agreement shall be in the Circuit Court of Kane County, Illinois,without jury;and VSI agrees that service by first class mail to Vermont Systems, Inc., 12 Market Place, Essex Junction,Vermont 05452 shall constitute effective service. Article 15 — Authorization and Entire Agreement 15.1 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. 15.2 This Agreement and the attached Exhibits A, B, C, E,and F, attached hereto and made a part hereof, constitute the entire Agreement between Vermont Systems and the Customer. Exhibit D does not apply to this Agreement. 15.3 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. Article 16 — Conflict 16.1 In the event of any conflict between the provisions of the body of this Agreement and any attachments hereto, the body of this Agreement shall control. Article 17 — Electronic Transmission 17.1 This Agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute one and the same Agreement. For the purposes of executing this Agreement, any signed copy of the Agreement transmitted by fax machine or e-mail shall be treated in all manners and respects as an original document. The signature of any party on a copy of the Agreement transmitted by fax or e-mail shall be considered for these purposes as an original signature and shall have the same legal effect as an original signature. Any such faxed or e-mailed copy of the Agreement shall be considered to have the same legal binding effect as an original document.At the request of either party any fax or e-mail copy of this Agreement shall be re-executed by the parties in an original form. No party to this Agreement shall raise the use of fax machine or e-mail as a defense to this Agreement and shall forever waive such defense. 8 Ef_fj� VSI Initials� mer Initials Vermont Software License,Maintenance arxi Support Agreement \*ISns Article 18 — Interest Waiver 18.1 VSI hereby waives any and all claims to interest on money claimed to be due pursuant to this Agreement, and any and all such rights to interest to which it may otherwise be entitled pursuant to law, including, but not limited to,the Local Government Prompt Payment Act, as amended (50 ILOCS 505/1, et seq),or the Illinois Interest Act, as amended (815 ILCS 205/1,et seq). Article 19 — Appropriation 19.1 The term of the Agreement is conditioned upon appropriation of funding by the Customer's City Council. If no funds are appropriated, services will not be provided for the year and the Agreement shall terminate. Signatures Vermont Systems,Inc. Customer Authorized Signature Authorized Signature Giles Willey, President Richard G. Kozel.City Manager Printed Name and Title Printed Name and Title Z /2? October 24, 2018 Date Date �L VSI Initials I____ Customer Initials 9 Vermont Systems Recreotior,d Porks Software Sales and Support Policies Exhibit A r ©2018 by Vermont Syste October 5, 2018 Inc. f u Copyright Information © 2018 by Vermont Systems,Inc. This document is the property of Vermont Systems,Inc. and is provided in conjunction with an agreement between the customer and VSI for Licensed Software or Software as a Service (SaaS). The documents) and software referred to in this publication may not be copied, distributed, electronically transmitted, posted on the web or altered in any way without the express written consent of Vermont Systems,Incorporated. The information contained in this document is subject to change without notice. Vermont Systems,Inc. 12 Market Place Essex Junction, VT 05452 www.vermontsystems.com '' ii ©2018 by Vermont Systems,Inc. Vermont Sales and Support Policies \NISystems Exhibit A 1. Software License The application software license is a one-time fee,which provides for the perpetual use of the software. While a deposit may not be required,the full software license fee is due for all accounts within 30 days of completion of the first training session. The Progress OpenEdge V11 Application Server software and Personal, Workgroup, or Enterprise Relational Database Management System (RDBMS imbedded database) software licenses are also required to operate the VSI application software using a browser. 2. Annual Software Maintenance and Support The required annual maintenance support fee is prorated from the first day of the installation month to the end of the first billing period, and thereafter, it is due annually on the first day of each new billing period. This fee includes the following: • Worldwide telephone (800 US&Canada) and web support for VSI and Progress software five (5) days/week, Monday-Friday, 8am-8pm ET, and availability of chargeable Extended Hours Pager Support Monday—Friday, 8pm-10pm ET,and Saturday, Sunday, &Holidays 8am-5pm ET. Further, Pre-Arranged Standard & Non-Standard Hours Standby Telephone Support is available, as described in Section 4 below. The following are included as part of the annual maintenance fee: • Maintenance and repair of application software malfunctions with an acknowledgement response,as described in the Case Process, Section 5 below. • All VSI licensed application software upgrades with qualified Progress software and database upgrades released by VSI. Enhancements are based primarily on user requests, but they also include an extensive number of VSI initiated improvements,all of which are added at the discretion of VSI. The status of all VSI software releases is available on VSI's website at www.vermontsystems.com. Further,VSI notifies all Customers regarding the status and availability of all software releases in its'quarterly newsletter. Customers must contact VSI to schedule major software upgrades, which are downloaded from VSI's FTP site by Customers that host on premise. VSI upgrades software for all VSI hosted Customers. • VSI database conversion services are only chargeable, if started and/or completed during non-standard VSI business hours (before 8am and after 5pm ET, Monday through Friday and on weekends and holidays). Please note that all non-production database conversions are billable at standard VSI support rates. VSI provides coordinated software upgrade and database conversion services for VSI hosted Customers. • Federal and State regulatory requirement changes. ©2018 by Vermont Systems, Inc. 1 Sales and Support Policies Vermont Exhibit A fS ewea'oa rmb sdw.,,e • User ID and Password login access to Customer Support and Downloads sections on VSI web site. • Phone support to explain how to configure database, how system works,and how to prepare for implementation of certain functions, such as those listed below under Extended Dedicated Support. • Updates to financial and other interfaces due to VSI application software modifications and not due to application software modifications by other vendors. • VSI software applications are classified as Active, Mature, or Retired. VSI provides Active software with full support that includes phone support, repairs, and enhancements; Mature software with phone support and repairs; and, Retired software with phone support for up to five major releases. Any of the following costs associated with customer support are not included: • Actual usage of Standard Hours Pager Support, 8pm-10pm ET, Mon-Fri and Sat, Sun, & Holiday 8am-5pm ET. • Pre-Arranged Standard Standby Telephone Support, Monday-Friday,8am-5pm ET, and Non-Standard Standby Telephone Support are chargeable at different rates per hour. • Any associated travel and out-of-pocket expenses for installation and training services. • Installation and configuration of product enhancements or releases,database repairs, and more than one biennial database conversion are chargeable, unless VSI is providing hosted services. • Telephone support related to computer hardware, operating systems, networking, and reinstallation and configuration of application software is chargeable. If the hardware and software configurations are modified after VSI has completed on-site or telephone installation services, additional requested support services are chargeable. • Telephone training, as a substitute for on-site training or classroom training at VSI, as well as for untrained operators, is chargeable. Refer to Sections 6 and 7 below and to standard VSI hourly services pricing. • VSI application software WAN access configuration. • Customized programs and maintenance. • Interfaces to export or import data from or to other application software databases are chargeable. • Extended Dedicated Support to implement or change certain functions,such as 1) Switching from Cash to Accrual Accounting;2) Reinstall WebTrac software on server;3) Customize Splash Page;4) Create Web Bypass Links; 5)WebTrac Style Sheets changes; and,6) Database Support to analyze and correct extensive out-of-balance condition. • Hosting services are not included in the VSI application software maintenance fees. 2 0 2018 by Vermont Systems,Inc. vegnont Sales and Support Policies ��SysterrlS Exhibit A 3. Programming Enhancements Although VSI policies provide for charging for special programming,we generally do not charge for individual enhancement requests. All approved enhancements and repairs are automatically included in all updates as part of the annual maintenance fee. 4. VSI Extended Hours Pager & Standby Telephone Support Services Standard Extended Hours Pager Telephone Support Monday- Friday 8pm—10pm ET, and Saturday, Sunday, & Holidays 8am-5pm ET. If extended hours support is actually provided, it is chargeable with a minimum per call or multi-call issue. Pre-Arranged Standard and Non-Standard Hours Standby Telephone Support Standard Standby Telephone Support, Mon-Fri, 8am-5pm ET and Non-Standard Standby Telephone Support can be pre-arranged by calling VSI at least one full business day in advance. Standard & Non-Standard Standby Support is provided at different rates per hour. 5. Support Call Process To provide high quality support and to effectively assign resources to incoming cases,four types of case priorities are identified as follows: Priority 1 is classified as Critical or system down; Priority 2 is classified as Major or significant business impact; Priority 3 is classified as Medium or non-critical loss of functionality, and Priority 4 is classified as Low or minimal impact on current production. The criteria used to establish these classifications are: Priority 1— Critical Critical Business Impact—occurs on a production system preventing business operations.A large number of users ae prevented from workng with no procedural workaround. - System hangs or crashes - Critical funcionality not available - Data loss or data corruption - Large number of end-users blocked from work ©2018 by Vermont Systems, Inc. 3 Sales and Support Policies V@!'m011t Exhibit A `4rSy �K101ob Po�s$OFN.uC Priority 2 — Major Significant Business Impact—Major issue occurring on production system severely impacting business. A large number of users are impacted by issue but they are still able to work in a limited capacity • Significant performance degradation • Important functionality not available • Small numbers of users blocked from work • Impact is escalating Priority 3 — Medium Normal Business Impact—issue causing a partial or non-critical loss of functionality on a production system. A small number of users are affected Priority 4— Low • Issue occurring on a non-production system, a question, comment,or enhancement Response Times VSI will respond to Priority 1-4 support case calls in accordance with The Table of Service below, and case-time references are clock hours or calendar days, unless otherwise specified. The Customer will use the VSI website portal or VSI telephone number during standard VSI business hours, as described in Section 2, or the VSI pager number during standard pager support hours, as described in Section 4. The Customer can also call the pager number to request support during pre-arranged non-standard pager support hours, as described in Section 4. The Customer and VSI support person may also use cell phones for more efficient responses. All issues or questions reported to support are tracked via a logged support casel that contains at a minimum the Customer name, contact person, software product and version, module and/or menu selection, nature of issue,detailed description of the question or issue,and any other pertinent information. Case numbers a viewable on the portal. Each case will be stored in a queue and the first available support representative will be assigned to the next case issue based on priority. While reviewing the case issue,the assigned support person will contact the Customer, if additional information is needed. The VSI support person will either resolve the issue or advise the Customer regarding the status and the course of action being taken to resolve it. All correspondence and actions associated with a case are tracked in the support database. If the issue needs to be escalated to a development resource,the Customer will be informed. While issues escalated to development will be scheduled for resolution,they may not be resolved immediately depending on the nature and complexity of the issue. The Customer may contact the support department at its convenience for a status update on development issues. 4 0 2018 by Vermont Systems,Inc. vrt Sales and Support Policies `fSy5t2fYlS Exhibit A S -eoou.8 roU Sdnwse Escalation Process In the event that VSI is unable to provide either a permanent or a mutually acceptable temporary resolution within the applicable timeframes set forth in the Table of Service below, VSI will initiate escalation procedures at VSI's sole expense, except if due to hardware malfunctions, utility failures, air conditioning malfunctions, non VSI software problems, communications malfunctions, environmental problems, user errors or any other cause outside VSI's reasonable control, in which case VSI may charge the Customer at the hourly rates listed in VSI services pricing. However,VSI will continue to assist the Customer to resolve the problem, even when VSI and Customer may not agree on the cause of the problem. Table of Service Requirements. The table below lists the service level required by the three Priority levels described above: Service Level Required Priority 1 Priority 2 Priority 3/4 (time measured from initial call to VSI) Initial Response Due 1 hour 4 hours 5 days Correction identified or pursued and a 24 hours 7 days As mutually agreeable correction plan will be mutually developed within agreed Escalation Stage 1 (Support Managers) 12 hours 7 days N/A Stage 1 Status Report Intervals Every 4 hours daily N/A during standard business hours Escalation Stage 2 (Director) 24 hours 7 days N/A Stage 2 Status Report Intervals Every 4 hours daily N/A during standard business hours ©2018 by Vermont Systems, Inc. 5 Sales and Support Policies Vermont Exhibit ASystems t.-7 3 Escalation Stage 3 (Chief Operating 72 hours 10 days N/A Officer) 6. VSI Support Services Pricing VSI charges a daily fee for on-site training based on an 8-hour day, plus out-of-pocket travel expenses.VSI charges the same daily fee for classroom-training at VSI for the first two Customer trainees, along with a reduced rate for each additional trainee. Other services include 800 telephone training, consulting, programming, hardware, and network configuration support services. Travel time,which includes two-way travel for trips lasting less than 4 hours, is also chargeable. VSI reserves the right to modify these rates at any time. Contact VSI for a quote. 7. VSI Weekend Support Services Pricing The daily and hourly weekend training rates are based on one and one-half times the standard weekday rates. If the Customer asks a VSI Trainer to stay over a weekend to save on travel costs, and no training is provided,the Customer will be charged a reduced daily fee that will include travel expenses. VSI reserves the right to modify these rates at any time. 8. On-Site Training Short Notice Cancellation Fee If scheduled on-site training is cancelled with less than 2 weeks' notice,the Customer will be responsible for any travel expense losses,as well as an additional fee to partially offset VSI Trainer rescheduling costs.This additional fee will be applied reasonably. 9. Training Cancelled During Scheduled Onsite Training Week If the Customer cancels or delays training for any reason (weather,trainee sickness,etc) while the VSI Trainer is onsite, Customer must still pay VSI daily rates for training and travel expenses. 10. Telephone Support Telephone support worldwide, during VSI standard business hours, is included in the Annual Software Maintenance and Support fee, provided that VSI has previously trained the individuals being supported. Otherwise, chargeable telephone or on-site training must be completed. 11. Documentation All documentation is provided electronically via FTP with the application software and it includes the online Quick Reference Manual,Installation Planning Guide,Installation Instructions,On-Line Help, Standard Online Reports Listings,Training Database with Tutorial, and Live Database. 6 0 2018 by Vermont Systems,Inc. Vermont Sales and Support Policies `rSYS,e Exhibit A 12. Installation Planning After receiving your order,VSI will assist you to develop a plan,which will assign Customer and VSI responsibilities for the various elements required to successfully complete the installation and training. 13. Third Party Vendor General Ledger/Cash Receipts Interface Procedures The VSI Trainer will configure RecTrac/GolfTrac/CYMTrac software for the appropriate vendor interface and will show the Customer how to generate the batch export file that contains the summary or detailed transactions for the day or any date range. At this point, it is the Customer's responsibility to contact the financial software vendor to arrange for assistance to import the daily batch file for automatic posting to the cash receipts or general ledger system. The VSI trainer is not responsible for importing the batch files into any third-party application software or for contacting the vendor. 14. Hardware Payment & Warranty Full payment for the hardware and systems software is due following delivery and verification of the order. The verification process must be completed, so that all payments can be made within 30 days of delivery. The VSI supplied hardware includes warranties from the manufacturers or distributors for specified periods. Please review the quotes and warranty chart provided by VSI. After the warranty period or add-on warranty period, hardware vendors also provide time and materials maintenance support. Warranty and maintenance contract service provided on a Depot Basis can require several days to complete. Therefore, plan your purchases to include spare critical units to provide your users with uninterrupted operations. Hardware returns in the original packaging are only accepted during the first 30 days following delivery. 15. VSI POS Hardware Support To support our POS software applications, VSI offers a broad range of hardware computers and peripherals that we have evaluated,qualified, and configured to function properly with our software. This requires an extensive investment of resources including labor and the purchase of one or more of each type hardware product. Further, these hardware products are essential to support our customers and for testing each software upgrade. Most customers appreciate the availability of these qualified products, since it saves them from experiencing the same expensive process. Our priority is to offer only high-quality products with extended warranties at competitive prices, but not necessarily at the lowest prices. A qualified product that is competitively priced is much 0 2018 by Vermont Systems, Inc. 7 Sales and Support Policies Vermont Exhibit A \qrsystems more important than the lowest price. More often than not a lower priced, unqualified product will eventually cost much more for all concerned. VSI hardware support policies are as follows: Qualified POS Hardware Purchased From VSI — Full Support VSI will be responsible for ordering the properly configured hardware with the correct cables and other features,delivery, installation and configuration assistance,toll free telephone support, and warranty service arrangements, as needed. Full Support is defined as assisting the Customer to successfully implement the first one or two units of the same product. VSI requests the Customer to call to schedule hardware support. Qualified POS Hardware Purchased From Another Source — Partial Support VSI is not responsible for resolving problems resulting from incorrectly ordered hardware, resulting installation and configuration problems, and warranty service arrangements. However, VSI will provide limited guidance and support,during the installation of the hardware. If issues are not resolved within a few minutes, then VSI will continue to provide 800 phone assistance at the standard VSI support rate. Non-Qualified POS Hardware Purchase From Another Source — Limited Support VSI does not support non-VSI qualified POS hardware using our 800 support lines. However, if a Customer calls for assistance and the VSI support person determines that the request is for a non-qualified product, he/she will discuss options as follows: 1) Select qualified hardware on the VSI price list, or 2) Discuss qualifying a new product with VSI management. If a Customer requests VSI to consider qualifying a non-qualified product, VSI will evaluate the circumstances, and if justified,will attempt to qualify. To proceed, the Customer must send an evaluation unit to VSI and VSI will attempt to qualify it at standard VSI support rates. The Customer must specify a qualifying spending limit. If successful,VSI may or may not add the product to VSI's price list. If added, VSI will continue to support the product, as described under qualified hardware options. If not,any on-going qualifying that might be required because of hardware or software upgrade changes will be chargeable at standard VSI support rates. POS Hardware Onsite Installation Support If the Customer expects the VSI Trainer to install POS hardware during an onsite training trip,the Customer must allocate sufficient time in the schedule to complete the software training and the hardware installation and configuration. The time allocated will vary based on the three situations described above, but the most time-consuming will involve hardware that VSI has not qualified. The time allocated will also vary depending on the number units to be installed. If the VSI Trainer installs and configures the hardware during a normal 8-hour workday,then this would be included in the previously approved onsite training fee. If the VSI Trainer is required 8 0 2018 by Vermont Systems,Inc. i Veffnclen Sales and Support Policies `�S11S Exhibit A to work more than 8 hours on any given day to complete the hardware setup and software training during the scheduled onsite visit, then the Customer will be billed for overtime fees. O 2018 by Vermont Systems, Inc. 9 Vermont EXHIBIT B Proposal Summary Pricing ~ VSI Quote Number: 71162 �yste-� s Please See Detail Breakdown Recreation d Parks Software on Following Pages Description: Exhibit B -Platinum Hosted RFP Software w/Training Prepared For: Centre of Elgin, Elgin, IL Contact Name: Nona Castro, Recreation Software Specialist Phone Number: (847)531-7031 Contact Email: castro_n@cityofelgin.org Fax Number: Approved By: Robert Willey, Chair(bobw@vermontsystems.com) Quote Date: 09/07/2018 Purchase Annual Estimated Total Description Price Maint/Svs Shipping* Price RecTrac -Workgroup Multi-User Software Application Software $7,950.00 $4,210.00 $0.00 $12,160.00 Progress OpenEdge Software $1,590.00 $842.00 $0.00 $2,432.00 Hosting Services $0.00 $25,800.00 $0.00 $25,800.00 VSI-Add-Ons $3,000.00 $600.00 $0.00 $3,600.00 Support Services-Training&Expenses $22,173.00 $0.00 $0.00 $22,173.00 Total RecTrac: $34,713.00 $31,452.00 $0.00 $66,165.00 ID Systems -Workgroup Multi-User Software Application Software $0.00 $190.00 $0.00 $190.00 Progress OpenEdge Software $0.00 $38.00 $0.00 $38.00 Total ID Systems: $0.00 $228.00 $0.00 $228.00 WebTrac -Workgroup Edition Application Software $18,750.00 $4,240.00 $0.00 $22,990.00 Progress OpenEdge Software $3,750.00 $848.00 $0.00 $4,598.00 VSI-Add-Ons $1,750.00 $0.00 $0.00 $1,750.00 Support Services-Training&Expenses $7,391.00 $0.00 $0.00 $7,391.00 Total WebTrac: $31,641.00 $5,088.00 $0.00 $36,729.00 PayTrac -Workgroup Multi-User Software Application Software $4,500.00 $900.00 $0.00 $5,400.00 Total PayTrac: $4,500.00 $900.00 $0.00 $5,400.00 VSI TOTALS Application Software $31,200.00 $9,540.00 $0.00 $40,740.00 Progress OpenEdge Software $5,340.00 $1,728.00 $0.00 $7,068.00 Hosting Services $0.00 $25,800.00 $0.00 $25,800.00 VSI-Add-Ons $4,750.00 $600.00 $0.00 $5,350.00 Support Services-Training&Expenses $29,564.00 $0.00 $0.00 $29,564.00 Grand Totals: $70,854.00 $37,668.00 $0.00 $108,522.00 NOTE: Shipping is FOB-Origin (Plus Tax Where Applicable/Includes Shipping FOB-Origin) 12 Market Place,Essex Junction,VT. 05452 877-883-8757 www.vermontsystems.com Page#1 Vermont RecTrac Workgroup Multi-User Software Recreation Tracking Software '*N4f yste s VSI Quote Number: 71162 l Please Review Notes on Last Page Recreation & Parks Software Software Pricing Is Valid For 120 Days Hardware Pricing Is Subject to Change Description: Exhibit B-Platinum Hosted RFP Software w/Training Prepared For: Centre of Elgin, Elgin, IL Contact Name: Nona Castro, Recreation Software Specialist Phone Number: (847)531-7031 Contact Email: castro_n@cityofelgin.org Fax Number: Approved By: Robert Willey, Chair(bobw@vermontsystems.com) Quote Date: 09/07/2018 Unit Extended Annual Qty Unit Description Price Price Maint/Svs Application Software 1 Each Activity Registration-previously licensed (V-RT-MU-AR) $2,750.00 $2,750.00 $490.00 1 Each Facility Reservations-previously licensed (V-RT-MU-FR) $2,750.00 $2,750.00 $490.00 1 Each Pass Management-previously licensed (V-RT-MU-PM) $2,750.00 $2,750.00 $490.00 1 1 Each Point-of-Sale/Inventory Control/Tickets-previously licensed (V-RT-MU-PS) $2,750.00 $2,750.00 $490.00 2 1 Each League Scheduling-previously licensed (V-RT-MU-LS) $1,950.00 $1,950.00 $350.00 1 Each Personal Trainer Scheduling (V-RT-MU-PT) $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)-previously licensed (V-RT-MU-SA) $400.00 $400.00 $400.00 3 17 Each Additional Users Over Original 8 (V-RT-MU-AU) $300.00 $5,100.00 $850.00 6 Each Additional Users Over 2(concurrent) (V-RT-MU-AU) $300.00 $1,800.00 $300.00 10 Each Additional Users Over 2(concurrent)Rental (V-RT-MU-AU-R) $90.00 $900.00 $0.00 4 1 Each VSI-Discount for previously licensed modules (VSI-DISCOUNT WRKGRP) $15,150.00- $15,150.00- $0.00 Total Application Software: $7,950.00 $4,210.00 Progress OpenEdge Software 1 Each OpenEdge Workgroup Appl Server&RDBMS (T-PG-MU-OE) $1,590.00 $1,590.00 $842.00 s Total Progress OpenEdge Software: $1,590.00 $842.00 Hosting Services 1 Month VSI Full Hosting Services-Platinum,First 5 Users, Monthly (V-HS-P1) $1,050.00 $1,050.00 $12,600.00 6 20 Month VSI Full Hosting Services-Platinum,XX Add'I Users Monthly (V-HS-P2) $55.00 $1,100.00 $13,200.00 7 Total Hosting Services: $2,150.00 $25,800.00 VSI-Add-Ons 1 Each RecTrac General Ledger Interface (V-RT-IN-GL) $1,500.00 $1,500.00 $300.00 8 1 Each Activity Registration Custom Brochure Interface (V-RT-IN-AR) $1,500.00 $1,500.00 $300.00 Total VSI-Add-Ons: $3,000.00 $600.00 Support Services -Training & Expenses 15 Day(s) Installation/Training, Municipal,On-Site/Day (X-S-TNG-01) $770.00 $11,550.00 $0.00 3 Day(s) Travel Time (X-S-TNG-09) $385.00 $1,155.00 $0.00 18 Each Travel Expenses(estimated-pay actual only) (X-X-EXP) $280.00 $5,040.00 $0.00 s 18 Each Expense Meals Per Diem (X-X-MLS-PDIEM) $46.00 $828.00 $0.00 10 3 Each Expense Airfare(estimated-pay actual only) (X-X-AIR) $1,200.00 $3,600.00 $0.00 Total Support Services-Training&Expenses: $22,173.00 $0.00 Total Software,Hardware and Support Services $34,713.00 $31,452.00 Grand Total - RecTrac: $66,165.00 'NOTE: Shipping is FOB-Origin (Plus Tax Where Applicable/Includes Shipping FOB-Origin) 12 Market Place,Essex Junction,VT. 05452 877-883-8757 www.vermontsystems.com Page#2 Vermont ID Systems Workgroup Multi-User Software Pass Management Photo/Plastic Photo ID Card System ' ySte S VSI Quote Number: 71162 Please Review Notes on Last Page Recreation a Parks Software Software Pricing Is Valid For 120 Days Hardware Pricing Is Subject to Change Description: Exhibit B-Platinum Hosted RFP Software w/Training Prepared For: Centre of Elgin, Elgin, IL Contact Name: Nona Castro, Recreation Software Specialist Phone Number: (847)531-7031 Contact Email: castro_n@cityofelgin.org Fax Number: Approved By: Robert Willey, Chair(bobw@vermontsystems.com) Quote Date: 09/07/2018 Unit Extended Estimated Annual Qty Unit Description Price Price Shipping* Maint/Svs Application Software 1 Each Pass Mgmt ID Integration-Photo ID Card-prev licensed (V-RT-MU-PMI) $1,080.00 $1,080.00 $0.00 $190.00 1 Each VSI-Discount for previously licensed module (VSI-DISCOUNT WRKGRP) $1,080.00- $1,080.00- $0.00 $0.00 Total Application Software: $0.00 $0.00 $190.00 Progress OpenEdge Software 1 Each OpenEdge Workgroup Appl Server&RDBMS (T-PG-MU-OE) $0.00 $0.00 $0.00 $38.00 5 Total Progress OpenEdge Software: $0.00 $0.00 $38.00 Total Software, Hardware and Support Services $0.00 $0.00 $228.00 Grand Total - ID Systems: $228.00 NOTE: Shipping is FOB-Origin (Plus Tax Where Applicable/Includes Shipping FOB-Origin) 12 Market Place,Essex Junction,VT. 05452 877-883-8757 www.vermontsystems.com Page#3 Vermont WebTrac Workgroup Edition Real-Time Internet Software ,1:-.)Vystems VSI Quote Number: 71162 Please Review Notes on Last Page Recreation & Parks Softwore Software Pricing Is Valid For 120 Days Hardware Pricing Is Subject to Change Description: Exhibit B-Platinum Hosted RFP Software w/Training Prepared For: Centre of Elgin, Elgin, IL Contact Name: Nona Castro, Recreation Software Specialist Phone Number: (847)531-7031 Contact Email: castro_n@cityofelgin.org Fax Number: Approved By: Robert Willey, Chair(bobw@vermontsystems.com) Quote Date: 09/07/2018 Unit Extended Annual Qty Unit Description Price Price Maint/Svs Application Software 1 Each WebTrac Internet Software for 16-25 RecTrac Users (V-WT-MU-IS-16) $6,750.00 $6,750.00 $1,350.00 ii 1 Each WebTrac Activity Registrations (V-WT-MU-AR) $1,450.00 $1,450.00 $290.00 12 1 Each WebTrac Facility Reservations (V-WT-MU-FR) $1,450.00 $1,450.00 $290.00 12 1 Each WebTrac Pass Registrations/Renewal (V-WT-MU-PM) $1,450.00 $1,450.00 $290.00 12 1 Each WebTrac Point of Sale/Tickets (V-WT-MU-PS) $1,450.00 $1,450.00 $290.00 12 1 Each WebTrac League Scheduling (V-WT-MU-LS) $1,250.00 $1,250.00 $250.00 12 1 Each WebTrac Personal Trainer Scheduling (V-WT-MU-PT) $1,250.00 $1,250.00 $250.00 12 1 Each Mobile RecTrac (V-WT-MU-MRT) $2,450.00 $2,450.00 $490.00 13 1 Each Mobile WebTrac (V-WT-MU-MWT) $0.00 $0.00 $490.00 14 1 Each WebTrac/RecTrac Workgroup Agents (V-WT-MU-AU) $1,250.00 $1,250.00 $250.00 15 Total Application Software: $18,750.00 $4,240.00 Progress OpenEdge Software 1 Each OpenEdge Application Server Software (T-PG-MU-WB) $3,750.00 $3,750.00 $848.00 5 Total Progress OpenEdge Software: $3,750.00 $848.00 VSI-Add-Ons 1 Each WebTrac Splash Page Template (V-WT-CP-SP2) $1,000.00 $1,000.00 50.00 16 1 Each WebTrac Style Sheet Service (V-WT-IN-SS-1) $750.00 $750.00 S0.00 » Total VSI-Add-Ons: $1,750.00 $0.00 Support Services -Training & Expenses 5 Day(s) Installation/Training,Municipal,On-Site/Day (X-S-TNG-01) $770.00 $3,850.00 $0.00 1 Day(s) Travel Time (X-S-TNG-09) $385.00 $385.00 $0.00 6 Each Travel Expenses(estimated-pay actual only) (X-X-EXP) $280.00 $1,680.00 $0.00 s 6 Each Expense Meals Per Diem (X-X-MLS-PDIEM) $46.00 $276.00 $0.00 10 1 Each Expense Airfare(estimated-pay actual only) (X-X-AIR) $1,200.00 $1,200.00 $0.00 Total Support Services-Training&Expenses: $7,391.00 $0.00 Total Software, Hardware and Support Services $31,641.00 $5,088.00 Grand Total -WebTrac: $36,729.00 `NOTE: Shipping is FOB-Origin (Plus Tax Where Applicable/Includes Shipping FOB-Origin) 12 Market Place,Essex Junction,VT. 05452 877-883-8757 www.vermontsystems.com Page#4 Vermont PayTrac Workgroup Multi-User Software VSI Quote Number: 71162 ',�.O a ,stems Please Review Notes on Last Page _,7/ (� Software Pricing Is Valid For 120 Days Recreation & Parks Software Hardware Pricing Is Subject to Change Description: Exhibit B -Platinum Hosted RFP Software w/Training Prepared For: Centre of Elgin, Elgin, IL Contact Name: Nona Castro, Recreation Software Specialist Phone Number: (847)531-7031 Contact Email: castro_n@cityofelgin.org Fax Number: Approved By: Robert Willey, Chair(bobw@vermontsystems.com) Quote Date: 09/07/2018 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 18 1 Each VSI Electronic Check Processing Interface (V-PT-IN-EC) $1,500.00 $1,500.00 $0.00 $300.00 ig Total Application Software: $4,500.00 $0.00 $900.00 Total Software,Hardware and Support Services $4,500.00 $0.00 $900.00 Grand Total - PayTrac: $5,400.00 NOTE: Shipping is FOB-Origin (Plus Tax Where Applicable/Includes Shipping FOB-Origin) i 12 Market Place,Essex Junction,VT. 05452 877-883-8757 www.vermontsystems.com Page#5 roosal Pricin Vermont PVSI Quote Number: 71162 1**,qfsystems Please See Detail Breakdown Recreation & Forks Softwo a on Following Pages Description: Exhibit B-Platinum Hosted RFP Software w/Training Prepared For: Centre of Elgin, Elgin, IL Contact Name: Nona Castro, Recreation Software Specialist Phone Number: (847)531-7031 Contact Email: castro_n@cityofelgin.org Fax Number: Approved By: Robert Willey, Chair(bobw@vermontsystems.com) Quote Date: 09/07/2018 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 Additional Users that are rented are valid for the agreed time period. Upon completion of this period,the users will be removed. Should you elect to rent users again,you would need to contact VSI sales. 5 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. 6 The base Hosting Services Fee does NOT include the VSI application software and Progress software annual maintenance fees. Prior to selecting the hosting option,we require customer to test/verify connectivity from all locations to ensure satisfactory performance Please contact VSI Sales for additional information and scheduling,877-883-8757-Option#2 or email sales@vermontsystems.com. 7 The Additional User Hosting Services Fee does NOT include the VSI application software and Progress software annual maintenance fees. Prior to selecting the hosting option,we require customer to test/verify connectivity from all locations to ensure satisfactory performance. Please contact VSI Sales for additional information and scheduling,877-883-8757-Option#2 or email sales@vermontsystems.com. 8 You can select any of the over 100 standard GL interfaces and 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. 9 The included expenses are ESTIMATED for airfare, lodging,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. Meals are listed separately. 10 The Meal Per Diem rate is based on the GSA/DOD rates for your location. 11 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. 12 WebTrac modules require respective RecTrac licensed modules in order to process web transactions. 12 Market Place,Essex Junction,VT. 05452 877-883-8757 www.vermontsystems.com Page#6 roosal Pricin Vermont PVSI Quote Number: 71162 's�.A �:)Y1es Please See Detail Breakdown Recreotion & Parks Software on Following Pages Description: Exhibit B -Platinum Hosted RFP Software w/Training Prepared For: Centre of Elgin, Elgin, IL Contact Name: Nona Castro, Recreation Software Specialist Phone Number: (847)531-7031 Contact Email: castro_n@cityofelgin.org Fax Number: Approved By: Robert Willey, Chair(bobw@vermontsystems.com) Quote Date: 09/07/2018 13 Mobile RecTrac provides access to select staff functions using a smart phone mobile browser. The Mobile RecTrac browser is device/operating system independent. Functions such as Visit Check-In,League Scores Postings,Roster Print,Tee Sheets,and Household Inquiries are a few of the functions that are available to the staff using a smart phone. All current and future Mobile RecTrac staff related functions developed for all RecTrac modules by VSI are included in this one-time license fee,providing that the annual maintenance and support fees are paid. Mobile Hardware Options: 1.Honeywell Captuvo SL22 iPOD Sled,SL42 iPHONE Sled,SL62 iPAD Mini Sled There are several models available for the iPOD, iPHONE,iPAD Mini including one with magstripe reader only,one with bar code imager only,and one with both bar code imager and magstripe reader. Options for both include holsters,wrist lanyards,and battery packs. VSI is a Honeywell dealer and offers the Captuvo at prices ranging from$270 to$720 each. The iPOD,iPHONE,iPAD Mini are fully integrated with the SL22,SL42,SL62 Sleds. Each Sled also requires the DryRain browser software at$99 that is required to enable the units to communicate with RecTrac. 2. Panasonic ToughPad,with integrated barcode reader. Prices start at$1870. 3.Motorola CS3050-SR10007WW with 1 D Bluetooth bar code scanner-customers can purchase this unit from VSI or from another source.This unit can be linked to most smart phone devices that support Bluetooth connections. 14 Mobile WebTrac provides patron access to select functions using a smart phone mobile browser. The Mobile WebTrac browser is device/operating system independent.Functions such as booking a tee time,enrolling in a class,viewing a calendar of events, making a payment,and displaying a pass barcode are a few of the functions that patrons will be able to access using a smart phone. All current and future Mobile WebTrac patron related functions developed for all WebTrac modules by VSI are included in this one-time license fee,providing that the annual maintenance and support fees are paid. 15 WebTrac Agents needed are provided to process WebTrac online transactions. Each Agent can service approximately 10-20 simultaneous requests. 16 Splash Page Options: 14 templates available for 10.3 18 templates available for 3.1 These templates are available on the VSI website for your review. All 18 templates have been created using responsive design. The$1000 fee includes access to one template of your choice along with VSI support 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$150/hour. Any design changes to a template that requires custom programming will be charged at$175/hour. The Splash Page will display using responsive design. If you are licensed for Mobile WebTrac,all WebTrac screens,in addition to the Splash page,will display properly for patrons accessing WebTrac from their mobile device(responsive design). Please contact sales for additional information about Mobile WebTrac. 17 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. 18 The VSI ERI(External Redirect Interface)fee applies to any of the credit card vendor options. 12 Market Place,Essex Junction,VT. 05452 877-883-8757 www.vermontsystems.com Page#7 roosal Pricin Vermont PVSI Quote Number: 71162 'vN0. ys4e s Please See Detail Breakdown Recreation & Parks Software on Following Pages Description: Exhibit B -Platinum Hosted RFP Software w/Training Prepared For: Centre of Elgin, Elgin, IL Contact Name: Nona Castro, Recreation Software Specialist Phone Number: (847)531-7031 Contact Email: castro_n@cityofelgin.org Fax Number: Approved By: Robert Willey, Chair(bobw@vermontsystems.com) Quote Date: 09/07/2018 19 Electronic Check Interfaces:VSI RecTrac ACH&ProfitStars.VSI captures MICR data only and presents standard ACH file to Bank to format for echeck processing. ProfitStars captures MICR data and front&back images and presents to Bank for echeck processing. Profitstars contact is Sharon Shepard 877-827-7101 sharonshepard@profitstars.com(subscription to national bad check list). 12 Market Place,Essex Junction,VT. 05452 877-883-8757 www.vermontsystems.com Page#8 EXHIBIT C VERMSYS-01 LSTURGIS ACORO CERTIFICATE OF LIABILITY INSURANCE DATE( M/DD/YYYY) 06/M11/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Elizabeth Harlow Kinney Pike Insurance Inc. 62 Knight Lane i Vermont '-NISystems Recreation d Forks Software Exhibit E : Vermont Systems Cloud Computing Services VSI Eastern & Western Data Centers May 4, 2018 Copyright Information C 2018 by Vermont Systems,Inc. This document is the property of Vermont Systems,Inc. and is provided in conjunction with an agreement between the customer and VSI for Licensed Software or Software as a Service (SaaS). The document(s) and software referred to in this publication may not be copied, distributed, electronically transmitted, posted on the web or altered in any way without the express written consent of Vermont Systems,Incorporated. The information contained in this document is subject to change without notice Vermont Systems, Inc. 12 Market Place Essex Junction,VT 05452 www.vermontsystems.com �� 0 2018 by Vermont Systems,Inc. Vermont Exhibit E:Vermont Systems Cloud Computing Services VSI Eastern &Western Data Centers \qrsystems 1. Full Hosting Services VSI owns and manages redundant servers and communications devices that are installed at its Eastern and Western data centers.These systems are operational on a 24/7/365 basis.VSI provides its hosting services customers with Progress deployment software support, Progress RDBMS database support, and extended hours Pager support as described in VSI's Sales& Support Policies (Exhibit A in the VSI Sales Agreement).Initially,this includes live hosting phone support from 8:OOam to 8:OOpm ET, Monday—Friday, plus no charge 24/7 Pager support for all other hours. Hosted Services Support is specific to application availability.If users are unable to access the application software,they would contact Hosted Services Support.As the number of hosting customers grows, live hosting phone support will be expanded accordingly. 2. Eastern & Western Data Center Hosting Services Tech Vault and FORTRUST are VSI business partners that assist VSI to provide full hosting services for VSI customers.The Tech Vault Data Center has a Green Building Council Silver Certification (Leed Silver) and is HIPAA, PCI-DSS, and SSAE-18 SOC 2 compliant.Tech Vault has also applied for LEED Gold certification. FORTRUST Data Center has been awarded an M&O Stamp of Approval with Tier III Gold Certified and SSAE-18 Services Organization Control (SOC) 1 Type 2, SOC 2 Type 2, SOC 3 SysTrust Services Organization, BBB A+ Accreditation, HIPAA, and GLBA reporting colocation facility with 100% uptime. Data Center Space • Multi-level security access to the server facility. • HIPAA-compliant facility with exterior walls built to Homeland Security specifications. Data Center Cooling & Environment • Industry-leading cooling with integrated humidification. • Fully redundant N + 1 architecture. Security&Access • Man-Trap access-only with dual-factor finger biometric scan and integrated HID proximity reader. • Keycard and biometric facility access. • Authorized VSI access 24/7/365. • Video surveillance cameras, internal and external, 24/7/365 basis. Power • Fully redundant battery and automatic generator backup. 0 2018 by Vermont Systems,Inc. 1 Exhibit E:Vermont Systems Cloud Computing Services VSI Eastern&Western Data Centers Vermont �ISystems Internet Services • Data Centers are ISP Carrier neutral facility. • Multiple tier-one providers. • Internet utilizes Border Gateway Protocol to provide 100% internet availability. Additional Data Center Features • 24/7/365 Facility Environmental Monitoring by Data Center staff. • Hardware Monitoring (SNMP) and Diagnostics. • 100% uptime for bandwidth and power. 3. VSI Managed Hosting Services • Redundant hosting servers, routers, and switches with automatic fail-over. • Progress Deployment software support and Progress RDBMS database support. • Automatic VSI program updates. • Database daily backup and database restore, as requested,and copy live to demo. • RecTrac and WebTrac only generated email service. (Not to be used as a general mail server) • Monthly Internal/External Vulnerability Scan both data centers by Trustwave. • Quarterly Internal/External Penetration Test both data centers by Trustwave. • Managed hosting services anti-virus protection. • All VM services are hosted in a private cloud. • VSI will routinely install server operating system updates, as released by the vendors. • Progress Replication between data centers for Disaster Recovery site* • Progress TDE Encryption available for data at rest protection** • Failover to warm Disaster Recovery site is controlled manually by VSI staff. Since each data center has localized redundancies built-in, a catastrophic event would need to occur before failover would be initiated. Alternate URL's for RecTrac/WebTrac will be provided to customers in case a Disaster Recovery event occurs. ** Depending on the Site License Agreement, additional licensing fees may apply. 2 0 2018 by Vermont Systems,Inc. Vermont Exhibit E:Vermont Systems Cloud Computing Services VSI Eastern &Western Data Centers '11VI Systems 4. VSI Additional Chargeable Hosting Services • Periodic database performance audits and tuning. • Assisted HTML development of splash pages and implementation. 5. SSL (Secure Sockets Layer) Certificate VSI will provide the SSL Certificate for the hosting servers.While the flow of data between the hosting servers and the Customer's remote users is encrypted using the SSL provided,VSI is not responsible for any loss of data beyond our control. 6. Cyber Liability Insurance VSI is covered by Cyber Liability Insurance, as listed with limits in Exhibit C. 7. Fire Wall Rules VSI is responsible for configuring and maintaining the firewall rules for the hosting servers and will notify the Customer of any changes that would impact the Customer's access to the application database.The Customer is responsible for configuring and maintaining firewall rules for all Customer locations. 8. Periodic Hosting Servers Maintenance VSI will provide the Customer with advance notice when the hosting servers will be unavailable due to scheduled maintenance.VSI will coordinate with the Customer to minimize down time for scheduled maintenance. 9. VSI Hosting Servers Technical Support If the source of a technical problem exists within the systems or technology under VSI management, no charge will apply. For example, a technical issue, such as,your hosting server becomes unreachable due to a network or hardware failure.This example is for reference purposes only and should not be misconstrued as the only issue that might arise over time. 10. ERI PayTrac License The Customer must license one of the VSI certified ERI credit card interfaces to process office (Retail, MOTO) and online(ecommerce) payments and to ensure that credit card data is encrypted and secure.If pin debit card payments are to be accepted,then a VSI ERI pin debit card interface will be required for the same processor.If check payments are to be processed electronically, a VSI eCheck interface will also be required. 0 2018 by Vermont Systems,Inc. 3 Exhibit E:Vermont Systems Cloud Computing Services VSI Eastern&Western Data Centers Vermont "IqISystems 11. Hosting Penalties There shall be no downtime penalty for scheduled operating system upgrades, scheduled Progress software updates, application software upgrades, DNS outages, and application database upgrades. Except for these scheduled downtimes,VSI expects over 99.7% uptime. Therefore, if the software applications are unavailable for customer use for more than 26 hours of a total 8760 hours in a calendar year due to hosting services,VSI will credit the customer with a prorated amount for any lost time exceeding 26 hours to the nearest 15 minutes. 4 0 2018 by Vermont Systems,Inc. EXHIBIT F - VSI FULL HOSTING SERVICES 3.x Software Service Level Feature Comparison 11/30/2017 Item Description Silver Gold Platinum 1 Flat monthly fee (no transaction fees) based on Service Yes Yes Yes Level and number of concurrent users. No forced convenience fee passed on to patrons. VSI 2 customer can elect to charge a convenience fee to the Yes Yes Yes patron for WebTrac transactions, but this is a user- defined parameter. Servers managed by VSI in two secure data centers 3 located in eastern and western regions of the United Yes Yes Yes States. All server hardware and operating system maintenance is provided by trained VSI professionals. RecTrac Email Archiving tracks emails sent in report format to include address, recipent, subject, email body, 4. and RecTrac user who sent the email, along with the list Yes Yes Yes of BLOB attachments. Does not guarantee delivery or receipt. All VSI application upgrades will be performed by VSI. If these upgrades involve "planned"downtime, they will be S coordinated with the customer to occur during off-peak Yes Yes Yes hours. Any planned downtime for software upgrades will occur after 11:30 ET for the Eastern data center and 11:30pm MT for the Western data center. Test application upgrade performed prior to the live 6 database upgrade so that a customer will have an Chargeable Chargeable Yes accurate understanding of the planned downtime period needed to perform the upgrade. After Image(.Al) snapshot window in minutes. These snapshots reduce the potential data loss if a system 7. failure takes place. A lower value equates to greater 180 120 60 "insurance coverage". This coverage extends backwards 7 days from the current day. Daily Live Database Backups and nightly off-premise 8 backups are performed by VSI on a rolling 7 day basis. Yes Yes Yes In addition, VSI maintains a rolling quarter-end backup and a rolling annual backup for three years. 9 Toll Free phone support including WebEx diagnostic Yes Yes Yes sessions. ODBC Connection for third party access to reporting 10. database updated once every 24-hours to accommodate Unavailable Unavailable Yes dashboards and custom reporting. W:\Sales& Marketing\Sales Documents\Standard Agreements\Hosting Services 3.x Feature Checklist-Exhibit F.xlsx 1 EXHIBIT F - VSI HOSTING SERVICES 3.x Software Service Level Feature Comparison 7/1/15 Redundant servers, power supplies, bandwidth in and out 11. of the hosted servers, network connections, RAID 10 disk Yes Yes Yes arrays, and SAN/NAS configuration. Progress OpenEdge Replication provides automatic, real- time database failover or disaster recovery at an alternate 12. Yes Yes Yes site with minimal or no disruption. Maintains data integrity between source and target databases. Progress Transparent Data Encryption (TDE)provides 13. the option to encrypt user-selected sensitive data fields to Yes Yes Yes protect from unauthorized access, while data is at rest. 14 Monthly third party external PCI scan provided by Yes Yes Yes Trustwave 15. Automatic checks every"X" minutes to be sure WebTrac 90 Min 60 Min 30 Min home page is accessible. 16. Library of WebTrac Splash Pages available for loading Chargeable 50% Disc Yes into a customer's hosted database. Each 17 WebTrac Style Sheet and image changes required due to Yes Yes Yes VSI u grade changes will be updated by VSI. Staff training using phone and WebEx when applicable. These hours can be used to train new staff; refresher Chargeable sessions for existing staff, or to learn a new function in a (Standard One Two 18. Session Sessions VSI hosted application. Each training segment is a Training Rate Annually Annually maximum of four hours and is limited to number of Applies) sessions listed. Library of Membership Card, Gift Card, and Ticket 19. templates available for loading into a customer's hosted Yes Yes Yes database. 20 Maximum recovery time associated with any unplanned 12 Hours 6 Hours 2 Hours outage at Primary data center. Maximum recovery time associated with any unplanned 21 outage that requires switching to a Secondary data 16 Hours 10 Hours 6 Hours center. This would only occur, if the Primary data center outage is expected to exceed 8 hours. 24/7 Pager Support related to hosting issues included at no additional charge. Hosting support ends at the RecTrac login screen. Then standard application 22. Yes Yes Yes software support services become effective, as soon as a user can login into RecTrac or other VSI application software. 23 LIVE to DEMO database copies performed by VSI during Yes Yes Yes off-peak hours every Tuesday and Thursday. W:\Sales&Marketing\Sales Documents\Standard Agreements\Hosting Services 3.x Feature Checklist-Exhibit F.xlsx 2 i EXHIBIT F - VSI HOSTING SERVICES 3.x Software Services Outside The Hosting Agreement Pay As Incurred10/12/16 Item Description Application Software& Database License &Annual Maintenance fees or Application Software & 1' Database SaaS (Software as a Service)fees. 2. End-User Training (on-site or remote) 3. Hardware Purchases 4. Shipping Fees 5. Travel Expenses Database schema training associated with an ODBC connection. Any assistance provided to a customer 6. helping them to understand tables and fields in a VSI database so that they can create an external dashboard, report, export, or similar result, is chargeable. W:\Sales& Marketing\Sales Documents\Standard Agreements\Hosting Services 3.x Feature Checklist-Exhibit F.xlsx 3