Vermont Systems/Software License 04VERMONT SYSTEMS, INC.
SOFTWARE LICENSE, MAINTENANCE AND SUPPORT AGREEMENT
This SOFTWARE LICENSE, MAINTENANCE AND SUPPORT AGREEMENT ("Agreement"), is
made and entered into this 4th day of June 2004 , by and between Vermont Systems, Inc., a Vermont
corporation (hereinafter "VSI" or "Licensor", and the City of La Quinta, CA, (hereinafter "Customer" or
"Licensee"), collectively referred to herein as the "Parties".
In consideration of the mutual covenants and obligations expressed herein, the Parties agree to the following:
ARTICLE 1— Software License
1.1 VSI shall provide the Licensee and the Licensee agrees to accept a perpetual, non -transferable, and non,
exclusive right to use the Licensed Software and Related Materials, as described on the attached Exhibit B.
The Licensed Software includes Related Materials, such as User Reference Manuals, Reports Manuals,
Installation Planning Guides, On -Line Help, and Tutorials.
1.2 VSI utilizes the Progress 4GL Development Language to develop its' Windows software applications. As a
result, Progress Server and Client Networking software licenses, along with the imbedded Progress
RDBMS (database) are required to operate the application software on the hardware and network operating
system platform(s) selected, and they are also included on the attached Exhibit B. The License Agreement
will also include any other Progress software, such as WebSpeed Development Environment, which is used
to develop its' Browser based application software.
1.3 The license authorizes the Customer to use the Licensed Software on the designated equipment and to make
copies of the Licensed Software for safe keeping purposes only.
1.4 A license is required for each network server or standalone workstation database, and the number of
authorized users permitted to use the Licensed Software is limited to the number listed on Exhibit B. The
Licensee is responsible for maintaining an accurate record of the number of user workstations, and this
number can be increased with a written notice to VSI, along with payment of the per user license and annual
maintenance fees.
1.5 As an alternative to purchasing the standard WebTrac software license, VSI also offers a transaction fee
based option. This option requires a minimum monthly fee with a one-year minimum. At any time, the
Licensee can convert from a transaction fee agreement to a purchase agreement by deducting 85% of the
total transaction fees paid from the total current WebTrac and Progress WebSpeed license fees plus annual
maintenance fees listed in Article 2.4 below.
ARTICLE 2 — Annual Software Maintenance and Support Services
2.1 VSI shall provide the Licensee 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, are specifically listed in Exhibit B.
2.2 The Annual Software Maintenance support shall include distribution of specific product update releases,
including software repairs or enhancements subsequent to the initial purchase. Annual software updates
will be distributed in accordance with VSI standard Sales and Support Policies, as described in Exhibit A,
while periodic updates are available at any time.
2.3 The Software Maintenance and Support a will be billed annually, and it becomes effective on the first day
of either a January 1st or July 1st fiscal year for one year (pleaseVone). New customers will be
charged on a prorated basis from the o delivery through the end of the current fiscal year.
2.4 The required Software Maintenance and Support Agreement will automatically renew annually, unless the
user notifies VSI in writing that the use of the software has been discontinued.
2.5 The Licensee can convert from a transaction fee agreement to a purchase agreement, as described in Article
1.5 above. In doing so, the cumulative annual maintenance fees for WebTrac and the Progress WebSpeed
software would be added to licenses fees before deducting 85% of the total of the transaction fees paid.
ARTICLE 3 — Software Training and Installation Services
3.1 Training is offered at the Customer site, as well as at VSI at 12 Market Place, Essex Junction, VT, based on
. a daily rate, as described in the VSI standard Sales and Support Policies, Exhibit A.
3.2 Any specific training services and estimated charges for each Licensee, including the number of training
days, and travel, lodging, meals, and other expenses, will be itemized in Exhibit B. The Licensee 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 Licensee will be responsible for any additional costs incurred as a
result of the changes.
3.3 If VSI is providing Installation Services, such as hardware and network operating system installation and
setup services, they will be listed in Exhibit B, as well.
3.4 The Licensee 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 Agreement requires a fixed price in advance.
ARTICLE 4 — Charges and Payment
4.1 The charges for the Licensed Software will be billed to the Customer at the time of delivery, and will be
considered due as soon as they have been installed and are operational on the designated computer(s) ready
for Customer use. Any additional users will be billed when the user count increases.
4.2 The initial Software License fee includes ground shipping and one set of hard copy manuals. If special
shipping is requested, the Customer shall pay all associated additional charges. VSI shipping terms for
third party hardware and software are FOB Origin.
4.3 The Customer shall pay all applicable sales, consumer use, and other similar taxes required by law, unless it
is exempt from any or all of these taxes. If tax-exempt, the Licensee must provide VSI with a tax
exemption certificate.
4.4 VSI will invoice the Customer for training and installation services plus any travel and other expenses,
immediately following the completion of each occurrence of training or other services.
ARTICLE 5 — Security of Programs
5.1 The Customer shall be solely responsible for the supervision and control of the licensed 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.
5.2 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 6 — Warranties
6.1 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.
6.2 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, and the User
Reference Manual. VSI warrants that the. software is merchantable, in that it will properly install and
operate according to the specifications herein.
6.3 VSI warrants to the Customer that it is solvent, that it is not in bankruptcy proceedings or receivership, nor
is it engaged in any proceedings, which would have an adverse effect on its ability to perform its obligations
under this agreement.
6.4 VSI warrants that there has been no violation of copyrights or patent rights in connection with the Licensed
Software in this Agreement. VSI shall indemnify and save harmless the Licensee from any suit or
proceeding brought against the Licensee by reason of any such infringement or any wrongful use. VSI will
defend or settle any such claim, although the Licensee shall be entitled to be independently represented by
counsel of its own choice.
6.5 VSI certifies that its application software products are Year 2000 Compliant.
ARTICLE 7 — Limitation of Liability
7.1 Except for the warranties specified in Section 6, 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 VSI shall in no event be liable for special,
incidental, indirect, or consequential damages, or for any loss or claim by the Customer.
7.2 The Parties agree that the laws of the State of California will govern this Agreement, and that the venue for
legal resolution shall be in Riverside County, California.
ARTICLE 8 — Risk of Loss
8.1 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.
8.2 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.
ARTICLE 9 — Application Source Code
9.1 The Source Code for all VSI application software is held in escrow by VSI's Escrow Agent, Kolvoord,
Overton, & Wilson, Attorneys, at 3 Main Street, Essex Junction, Vermont 05452. If VSI defaults in
providing software maintenance support due to company failure, or discontinuance of said service, the
source code will be made available to the Customer within 30 days of written notice by the Escrow Agent
for Customer support use only.
ARTICLE 10 — Independent Contractor
10.1 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 11— Change Orders or Extensions
11.1 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 12 — Authorization and Entire Agreement
12.1 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.
12.2 This Agreement and the attached Exhibits A and B, constitute the entire Agreement between VSI and the
Licensee.
Vermont K/
City of La Ouinta, CA
Authorized Signature /�
®WI S �� 0 e l.,t ,Nu
Kate W. Mitchell, VP 1 Yl �P�VI V � y
1
Printed Name and Title Printed Name and Title
Date
J
Date
EXHIBIT A
Customer Sales and Support Policies 9/15/2003
SOFTWARE LICENSE:
The application software license is a one-time fee, which provides for the perpetual use of the software. While a 15%
deposit is required for new accounts, the full software license is due for all accounts on the date that the software is
received by the customer. The Progress Workgroup or Enterprise Server, Client Networking, and RDBMS or Personal
RDBMS software license fee is also required, in order to operate the VSI Windows application software.
2. SOFTWARE TRANSACTION FEE LICENSE:
The WebTrac and Progress WebSpeed software can be optionally licensed on a per transaction fee basis. While there is no
initial license purchase, the transaction fee agreement does require a minimum monthly fee with a one-year minimum, as
listed in Exhibit B. At any time, the Licensee can convert from a transaction fee agreement to a purchase agreement by
deducting 85% of the total transaction fees paid from the total current WebTrac and Progress WebSpeed license fees plus
annual maintenance fees that are cumulative from the original transaction fee license date.
3. ANNUAL SOFTWARE MAINTENANCE AND SUPPORT:
The required annual maintenance support fee is prorated to the end of the first fiscal year, and thereafter, it is due annually
on the first day of each fiscal year. This fee includes the following:
- US 800 Application Software Telephone Support during normal business hours, five (5) days/week, Mon -Fri, 8am-
6pm ET, and availability of chargeable Extended Hours Pager Support, as described in Number 3 below.
- Maintenance and repair of application software malfunctions with immediate acknowledgement response.
- Annual application software complete update, along with multiple optional periodic updates during the year. While
enhancements are based primarily on user requests and suggestions, they also include an extensive number of VSI
initiated improvements, all of which are added at the discretion of VSI.
Annual distribution of application software via magnetic media with standard .ground shipping. While VSI will
provide additional no charge software updates during the year, we reserve the option to charge for related expenses
only.
Federal and State regulatory requirement changes.
Any of the following costs associated with customer support are not included:
- Actual usage of Extended Hours Pager/Telephone Support at rates listed in Number 3 below.
- Pre -Arranged Non -Standard Extended Hours Pager/Telephone Support at times other than Standard Extended Hours
Support is chargeable with a minimum total of four hours, which can be spread over a larger period of time. (See #3)
- Interim software updates are no charge. However, distribution costs, such as labor, magnetic media, and shipping that
are associated with interim software distributions during the year are chargeable.
- Any associated travel and out-of-pocket expenses for installation and training services.
- Installation and configuration of any product enhancement or release, operating system upgrades,and database
conversions, via telephone or on -site, as well as database repairs.
- On -site and telephone assistance will be billed for any support related to hardware, operating systems, and
reinstallation and configuration of application software. If the hardware and systems software configurations are
modified after VSI has completed on -site or telephone installation services, additional chargeable support services must
be scheduled.
- Telephone training, as a substitute for on -site training or classroom training at VSI, as well as for untrained operators,
is chargeable. Refer to Number 4 for hourly pricing.
- Customized print programs and updates are chargeable at the rate listed under Number 4.
- Interfaces to export or import data from or to other application software databases are chargeable.
4. TRANSACTION FEE BASED SOFTWARE MAINTENANCE AND SUPPORT:
The optional WebTrac and Progress WebSpeed transaction fee agreement includes the same software maintenance and
support as described in Section 3 above for the software purchase agreement.
5. VSI EXTENDED HOURS PAGER/TELEPHONE' SUPPORT SERVICES PRICING:
Standard Extended Hours Pager/Telephone Support
The Standard Pager Extended Hours are 6pm - 9pm ET, Monday - Friday and 8am - 5pm ET, Saturday - Sunday. If
extended hours support is actually provided, it is chargeable in the U. S. at the rate of $95/hour with a minimum of $50 per
call issue. Outside the U. S. calls are chargeable at the rate of $80/hour with a minimum of $50 per call issue, plus $.50 per
minute for telephone expense, unless the customer calls VSI (no collect calls accepted).
Pre -Arranged Non -Standard Extended Hours Pager/Telephone Support
Non -Standard Extended Hours support may be pre -arranged by calling VSI at least one full business day in advance. If
extended hours support is actually provided, it is chargeable in the U. S. at $140/hour with a minimum of $70 per call.
Outside the U. S. calls are chargeable at $125/hour with a minimum of $70 per call issue, plus $.50 per minute for
telephone expense, unless the customer calls VSI (no collect calls accepted).
6. VSI SUPPORT SERVICES PRICING:
The VSI on -site U. S. training rate is $600 per 8-hour day and $700 per 8-hour day outside the U. S., plus out-of-pocket
travel expenses. The VSI classroom -training rate is $600 per 8-hour day for up to two trainees and $150 per day for each
additional trainee. Other services include 800-telephone training in the U. S. at $95/hour, programming at $100/hour, and
hardware and network configuration support services at $800/day or $120/hour. Any hours in excess of eight are
chargeable. Travel time plus expenses associated with on -site training is charged at 50% of the daily training rates. For
other services, contact VSI.
7. VSI WEEKEND SUPPORT SERVICES PRICING:
The U. S. weekend training rate is $900/day and $920 Outside the U. S., while the hourly rate is $125 with a two-hour
minimum. If the Customer asks the VSI Trainer to stay over for the weekend, in order to save on travel costs, and no
training is provided, the rate is $250/day, plus all normal travel expenses (lodging, meals, car).
8. ON -SITE TRAINING SHORT NOTICE CANCELLATION PENALTY:
If scheduled on -site training is cancelled with less than 3 weeks notice, a $500 penalty will be applied to partially offset the
VSI Trainer rescheduling costs and increased airfare travel costs.
9. PROGRAMMING ENHANCEMENTS:
Although our policies provide for charging for special programming, we generally do not charge for individual
enhancement requests. All enhancements and repairs are automatically included in all updates as part of the annual
maintenance fee.
10. TELEPHONE SUPPORT:
800-telephone support in the U. S. during VSI 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. Extended hours telephone support is also chargeable.
11. APPLICATION SOFTWARE SOURCE CODE:
The source code for application software being offered by VSI is held in escrow by VSI's Escrow Agent, Kolvoord,
Overton, & Wilson, Attorneys, at 3 Main Street, Essex Junction, Vermont 05452, Attn: Al Overton 802-878-3346. If VSI
defaults in providing software support due to company failure, or discontinuance of support services, the Escrow Agent
will make the source code available to the Customer. The source code can only be used to support each VSI licensed
customer.
12. DOCUMENTATION:
One hard copy each of the Operator Reference Manual, Installation Planning Guide, and Reports Manual are included with
the VSI application software, Progress software, and imbedded Progress RDBMS. Electronic copies of each of the above
documents, as well as a Tutorial for the standard demonstration database, are included on the software installation CD-
ROM for printing additional copies. Documentation updates are also furnished to all customers via CD-ROM, along with
new software releases. Additional hard copy documents are available at $60 each. On -Line Help documentation is
included with all RecTrac v2, GolfTrac v2, MainTrac v2, FinTrac v2, TeleTrac, and WebTrac software releases.
13. INSTALLATION PLANNING:
The installation planning process begins with the placing of your order. We will assist you in developing an installation
plan, which will assign both Customer and VSI responsibilities for the various elements required to successfully complete
the installation and training.
14. HARDWARE PURCHASE PRICE:
Full payment for the hardware and systems software is due on the delivery date, after verification of the order.
15. ANNUAL HARDWARE MAINTENANCE:
The VSI supplied hardware includes Warranties from the manufacturers or distributors for specified periods. Please review
the Warranty chart provided by VSI, which lists the vendor, equipment model, warranty period, telephone number, and
service costs by type of product. After the 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, in order to provide your users with uninterrupted
operations.
Vermont RecTrac Workgroup Multi -User System
lj� ytem Workgroup Software: 2-39 User Workstations
Quote # 1 - RecTrac Software, 8 Users, & Training
Rerreoh,on & ?ork3 Sc: ftwore Plus HTE Cash Receipts-GL Interface
Please Review Notes at Bottom of Page
Prepared for: John Falconer, Finance Director, City of LaQuinta, CA Fax:
Email: ifalconer®la-auinta.om Phone: 760 777 7055
Approved by: Bob Willey Date: 5/12/2004
EXHIBIT B
Select Desired Software Modules
Purchase
Annual
Oty
Unit
Model
Software Module Description
Price
Maintenance
RecTrac Application Software - Base 2 Users
1
Module
AR
Activity Registrations
$2,450.00
$440.00
1
Module
FR
Facility Reservations
$2,450.00
$440.00
0
Module
PM
Pass Management Photo
$0.00
$0.00 1
0
Module
PS
Point-of-Sale/Inventory Control/Tickets
$0.00
$0.00
1
Module
LS
League Scheduling
$1,950.00
$350.00
0
Module
ER
Equipment/Site Rentals
$0.00
$0.00
0
Module
PT
Personal Trainer Scheduling
$0.00
$0.00
0
Module
CR
Court Reservations
$0.00
$0.00
0
Module
LR
Locker Rentals
$0.00
$0.00
0
Module
TR
Trip Reservations
$0.00
$0.00
1
Module
GT
Golf Tee-Times/Local Handicaps
$950.00
$170.00 2
0
Module
AC
Each Additional Golf Course
$0.00
$0.00 2
0
Module
Cy
CYMS Child/Youth Management System (See Below "')
$0.00
$0.00 3
1
Module
SA
Systems Administration (required)
$300.00
$195.00
1
Module
AC
Accident Reporting
$0.00
$0.00
6
Each
US
Additional Users Over 2, Each $300 & $30
$1,800.00
$180.00
Total RecTrac Application Software
$9,900.00
$1,775.00
Progress Software Pricing
1
Each
PPR
Workgroup Server/Client Network, Embedded RDBMS (Database),
$1,980.00
$355.00 a
Crystal Reports Viewer Software, Merant ODBC 32-Bit Driver (SQL 89)
Total RecTrac & Progress Software
$11,880.00
$2,130.00_
Support Services - Training & Travel Expenses
4
Day(s)
TR
RecTrac Training ($600 per day)
$2,400.00
1
Day(s)
TT
Travel Time 0 $300/Day
$300.00
4
Day(s)
EX
Lodging/Meais/RentalCar/Parking 0 $250/Day est
$1,000.00
1
Trip(s)
TRV
Airfare (estimate - pay actual only)
$1,200.00
Total Training & Expenses
$4,900.00
5
Other Software & Support Services
0
Each
LVOB2
LiveVauft Online Backup Service - Up To 2GB Data, $1,300/Year
$0.00
$0.00 6
0
Each
LVOB2
LiveVauft Online Backup Service - Up To 5GB Data, $1,990/Year
$0.00
$0.00 6
0
Each
LVOB10 LiveVauft Online Backup Service - Up To 10GB Data, $2,950/Year
$0.00
$0.00 6
0
Each
CRYR
Crystal Reports Developer Software ® $595/User
$0.00
7
0
Each
TSI
Touch Screen Configuration & Testing, $95/Hour
$0.00
0
$300
DBC
Database and/or Operating System Conversion at VSI
$0•00
1
$1,500
GLI
General Ledger Interface - HTE Cash Receipts and GMBA
$1,500•00
Total Support Services Other
$1,500.00
$0.00
Total RecTrac & Progress Software and Support Services $18.280.00 $2 130.00 6
Your RecTrac Multi -User System $20,410.00
!]
Includes First Year Annual Maintenance
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 license the Golf POS/Tee-Time/Handicap module at this price, you must also license the Pass Mgmt &
POS/Inventory modules that are available for use by all RecTrac users.
3 Must also license the AR, FR, PMP, POS, & LS modules in order to quality for this price.
a Since VSI uses 4GL Progress Windows Development Language to develop applications, the Progress Personal
RDBMS (Relational Database Management Software) and Crystal Reports Viewer are required.
5 Training results best with two trips of 5 days or less each depending on the number of modules selected.
Expenses are ESTIMATED at $1200 for airfare; $190 per day for lodging/meals/parking; & $60 per day for a rental vehicle
(for non -flying trips, car rental can be more due to tolls and gasoline usage). Actual expenses are billed after each trip.
6 VSI offers LiveVauft Online Backup via a secured Internet link to continuously protect your database at all times.
Optional, but highly recommended service.
7 Crystal Reports Developer is available, if you want to modify or create custom reports. Software upgrade
support is available for $119 per year.
8 Minimum License = $2,750 and Minimum Annual Maintenance = $635, regardless of modules selected.