2019-24 Vermont Systems, Inc Amend 1 - RecTrak Wellness Center Softwareta Qa�tra
MEMORANDUM
TO: Frank Spevacek, City Manager
FROM: Luis Magallanez, Community Resources Coordinator
DATE: May 1, 2019
RE: Amendment No.1 to Software Agreement with Vermont Systems
Incorporated for hosting services.
Attached for your signature is Amendment No.1 to the Software Services agreement with
Vermont Systems Incorporated, to not use Vermont Systems software hosting services.
Please sign the attached agreement(s) and return to the City Clerk for processing and
distribution.
Requesting department shall check and attach the items below as appropriate:
X Contract payments will be charged to account number: 502-0000-71043
X Amount of Agreement, Amendment, Change Order, etc.: $46,193.00
N/A A Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s) is attached with
no reportable interests in LQ or reportable interests
N/A A Conflict of Interest Form 700 Statement of Economic Interests is not required because this Consultant
does not meet the definition in FPPC regulation 18701(2).
Authority to execute this agreement is based u n:
N/A Approved by the City Council on
N/A City Manager's signature authority provided under Resolution No. 2018-014 for budgeted expenditures
of $50,000 or less. This expenditure is $46,193.00 and authorized by Director
X Initial to certify that 3 written informal bids or proposals were received and considered in selection
The following required documents are attached to the agreement:
X Insurance certificates as required by the agreement (approved by Risk Manager on i date)
N/A Performance bonds as required by the agreement (originals)
I'
X City of La Quinta Business License number LIC# 767771 EXP: 4/30/2020
X A requisition for a Purchase Order has been prepared (amounts over $5,000)
X A copy of this Cover Memo has been emailed to Finance (Marcus)
Revised May 2017
AMENDMENT NO. 1 TO AGREEMENT
WITH VERMONT SYSTEMS INCORPORATED
This Amendment No. 1 to Master Software License Agreement with
Vermont Systems Incorporated ("Amendment No. 1") is made and entered
into as of the day of , 2019 ("Effective Date") by and between
the CITY OF LA QUINTA ("City"), a California municipal corporation and
Vermont Systems Incorporated ("Vendor").
RECITALS
WHEREAS, on or about April 11, 2019, the City and Vendor entered into
an Agreement to provide software services for the City of La Quinta. The term
of the Agreement expires on June 30, 2024; and
WHEREAS, Section 4.1 VSI Hosting Services, changes are indicated to
the contract in the agreement; and
NOW THEREFORE, in consideration of the mutual covenant herein
contained, the parties agree as follows:
AMENDMENT
In consideration of the foregoing Recitals and the covenants and
promises hereinafter contained, and for good and valuable consideration, the
sufficiency and receipt of which are hereby acknowledged, the parties hereto
agree as follows:
1. Section 4.1: Hosting Services is amended as reflected in revised exhibit
E, attached hereto and incorporated by this reference.
2. In all other aspects, the original agreement shall remain in effect.
IN WITNESS WHEREOF, the City and Vendor have executed this
Amendment No. 1 to the Agreement on the respective dates set forth below.
Rev. 7/28/2017
CITY OF LA QUINTA a California municipal corporation
Dated:__
40ty
guia,
EK, City Manager
California
ATTEST:
MONIKA RADEVA, Acting City Clerk
City of La Quinta, California
APPROVED AS TO FORM:
WILLIAM H. IHRKE, City Attorney
City of La Quinta, California
VENDOR: Vermont Systems, Incorporated
Giles N. Willey, Pre ent
Essex ]unction, ermont
Rev. 7/28/2017
EXHIBIT E
SOFTWARE MAINTENANCE AGREEMENT
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, VSI Exhibit A.
2.2 The Annual Software Maintenance & Support fee includes ongoing software repairs
and enhancements, subsequent to the initial installation. VSI uses the Evergreen
method for program updates. Minor "Builds" that do not require any downtime are
released every 3-4 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 and coordinate
both with each Customer.
2.3 The Software Maintenance and Support fee will be billed annually, and it becomes
effective on the first day of your January 1st `, May 1st_, July 1st X, or _October
1st fiscal year for one year. New customers will be charged on a prorated basis from
the first day of the installation month through the end of the current fiscal year.
2.4 The required Software Maintenance and Support Agreement will automatically
renew annually, unless the Customer notifies VSI in writing prior to the end of the
fiscal year that the Customer is terminating VSI Maintenance Support. VSI reserves the
right to increase the annual maintenance fees up to 3% annually, although VSI has
rarely increased these fees in the past. Customers can contact VSI in advance to
obtain a firm quote for the next fiscal year.
2.5.The Customer is licensed to use the VSI software indefinitely, even if it terminates
annual maintenance support. The Customer is the sole owner of its' data, whether
Customer hosted or VSI hosted. If VSI hosted and the Customer terminates use of the
VSI software, VSI agrees provide a copy of the database to the Customer in readable
format.
VSI Hosting Services:
4.1 The Customer selects NOT to use full VSI hosting services for the duration of the
contract, whereby the City of La Quinta will host the application software and the
software will be installed on city servers.
2731/015610-0002
119289W.3 a04/26/19 ' 1-