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Service Agreement with Vermont Systems Inc. for Park and Recreation Management System
City of Dubuque City Council Meeting Consent Items # 6. Copyrighted August 16, 2021 ITEM TITLE: Recommend Approval of Service Agreement with Vermont Systems Inc. for Park and Recreation Management System SUMMARY: City Manager recommending approval of the Service Agreement with Vermont Systems Inc. for the new Park and Recreation Management System. SUGGESTED Suggested Disposition: Receive and File; Approve DISPOSITION: ATTACHMENTS: Description Vermont Systems Service Agreement-MVM Memo Staff memo Agreement Pricing Sheet Type City Manager Memo Staff Memo Supporting Documentation Supporting Documentation THE CITY OF Dubuque DUB E All-A�a�ip qq ' � ��' I��I. Maste iece on the Mississi i YP Pp zoo�•zoiz•zois zoi�*Zoi9 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Recommend Approval of Service Agreement with Vermont Systems Inc. for Park and Recreation Management System DATE: August 9, 2021 Two responses were received to a Request for Proposals for new park and recreation management system software that would cover all operations of the department, including functions for registration, facility scheduling, rentals, golf operations, marina and campground operations, financial integration with City systems and the new ERP. The service agreement is fora 3-year term with the ability to auto -renew every 12 months. The cost of the new Park and Recreation Management System is a recurring annual services/functionality fee of $29,580 and cone -time system development and training fee of $22,310. Both amounts are subject to change (most likely to decrease) if staff decides to omit any functionality or training time. Funds are currently budgeted. Leisure Services Manager Marie Ware recommends City Council approval of the Service Agreement with Vermont Systems Inc. for the new Park and Recreation Management System. I concur with the recommendation and respectfully request Mayor and City Council approval. v Mic ael C. Van Milligen MCVM:jh Attachment cc: Crenna Brumwell, City Attorney Cori Burbach, Assistant City Manager Marie L. Ware, Leisure Services Manager Dubuque THE CITY OF DUB E pll-pmerisa City w-�..��nti��v. ������� Masterpiece on the Mississippi 2oi�*zo1� TO: Michael C. Van Milligen, City Manager FROM: Marie L. Ware, Leisure Services Manager SUBJECT: Recommend Approval Of Service Agreement with Vermont Systems Inc. for Park and Recreation Management System DATE: August 9, 2021 INTRODUCTION The purpose of this memorandum is to request approval of the Service Agreement with Vermont Systems Inc. for the new park and recreation management system. BACKGROUND Since the early 2000's, access for citizens to find information and to register for Park and Recreation programs/services online has been the preferred method by the majority of residents across the country and here in Dubuque. To provide this service, the Leisure Services Department began using the web -based recreation operating system ActiveNet. Over the years, the Department has added a similar golf specific system called FORE/Golf Now for the Bunker Hill Golf Course as well as Hercules, an online reservation program for the Campground and Marina. These additions were necessary due to ActiveNet at that time not having the systems in place to provide like software capabilities. For our pool pass photo ID program and the point of sale (POS) operations at the pool concessions, staff have had to divide the software between ActiveNet and FORE/GolfNow to run those operations as efficiently as possible. The Port of Dubuque Marina uses an entirely different POS software for its operation and inventory management. The evolution of equitable service delivery by the department and the need for accurate, measurable, and more accessible data the last 8 years has driven a desire for software systems change. The need for consistent and solid customer service from our operating system provider is critical. In-depth system knowledge is necessary and requires hours of training for new employees, many of whom are temporary/seasonal. Unfortunately, the current vendor has fallen short over the years servicing the city and departments changing needs and support as well as customer expectations. DISCUSSION Currently the Department is utilizing several systems attempting to provide an equitable, accessible and convenient way to interact with our community who want to participate in programs, services and facility reservations. These multiple systems are not efficient for department operations, data recovery and reporting. Staff continues to receive citizen complaints regarding their challenges on the user side, especially with our current online services through ActiveNet. The systems are not user friendly. As a result of this need for service delivery and reporting improvement, working towards a new/improved operating system became a City Council Management Agenda item for 2020-2022. There are 7 main process goals which are planned to achieve through the implementation of a new/improved system. They are: • Reducing the number of software programs utilized throughout the Department • Integration with other City systems to improve efficiency • Easily capturing participant data sets throughout Department for annual reporting • Eliminating antiquated and inefficient practices for record keeping • Providing an overall better and more equitable online experience for the community • Improved customer friendly service (ease to operate &intuitive) and information sharing • Reduced costs to the customer With these goals in mind, an RFP was developed which included detailed functional requirements that covers all operations for the department. This list included functions for registration, facility scheduling, rentals, golf operations, marina and campground operations, financial integration with City systems and the new ERP. The RFP was released in April of 2021. Staff received 2 complete submittals, one from Vermont Systems Inc. and the other from ActiveNet. ActiveNet and Vermont Systems are the industry's leading and most comprehensive suppliers of Parks and Recreation management software. Both ActiveNet and Vermont systems were interviewed for several hours by a committee made up of Leisure Services, Multicultural Family Center, Information Services and Human Rights staff. During these interviews there was an agenda provided including various functions of the software for each vendor to demonstrate. Vermont Systems was the only company that had programming currently in place to meet all of the Departments needs, including modules for data and reporting management, the Golf Course, Marina and Campground. In addition to these demonstrations, customer service was discussed at length with both presenters. After the conclusion of these interviews, the Committee met and unanimously recommended Vermont Systems Inc. Work then began on the development of a service agreement. 2 The attached service agreement with Vermont Systems Inc. and their corresponding insurance coverage has been reviewed by Senior Counsel, Barry Lindahl, Purchasing and Contracts Coordinator, Tony Breitbach and Leisure Services staff. This service agreement is set fora 3-year term with the ability to auto -renew every 12 months. Both City staff and representatives for Vermont Systems approve of the proposed attached agreement. If approved, the average timeframe from setting up the system to going "live" takes 3 months. With an August approval this will provide enough time for the new system to be completed by January 2022. This will allow for staff and the community to have access to the system during Winter program registrations prior to the rush of Summer season registration which begins in April. EQUITY IMPACT With the current system functionality, if a person wants to register for programs online, they are charged an additional fee paid directly to ActiveNet. This has proven to be a barrier/deterrent for many members of our community who would like to utilize the online system. For example, a parent with 3 children would like to register for them to participate in swim lessons. At $25 per child, the total cost to register in person would be $75. However, if this individual does not have access to get to the Leisure Services office in person to register and their only option is online, they would pay the total $75 registration fee plus a $7.50 processing fee. For many parents, the additional fee can be a tough decision. To make that decision even more of a challenge, these online processing fees are non-refundable even if a family must cancel a registration for unforeseen circumstances. The recommended Vermont Systems package has no additional charge to the person registering for programs and services online, opening up greater access to all. During the system buildout, processes will be developed for the community to have additional online access to all our services including, registration access for free and subsided programming, scholarships and other grant funded programs/services. Currently these all require in -person registration as there are additional paper forms that need to be completed. This is a major barrier for families and individuals. BUDGET IMPACT $90,000 is in CIP# 1022834-71123 to fund the development and implementation of a new park and recreation management system (PRMS). The cost of the new PRMS and recreation is a recurring annual services/functionality fee ($29,580) and one-time system development and training fee ($22,310). Both estimates are subject to change (most likely to decrease) if staff decides to omit any functionality or training time. The 3 annual services/functionality fee pays for items like cloud hosting, software subscriptions and upgrades, tech support, and training on new updates, etc. Vermont Systems Inc. provides a payment processing system where fees are charged for the use of credit and debit payments for all fee -based transactions processed. Currently, these fees are annually budgeted for and are being paid to various vendor's dependent on the specific Department operation (Marina, Campground, Golf, Program Registration, etc.). Through Vermont Systems these fees will centralize services (removing 3rd party vendors), simplify accounting, improve customer support, and will also provide flexibility for the Department in the future to better serve the community through payment plan options and/or the reallocation of fees amongst services. As these processing fees are directly correlated with revenue generated payments, there would no additional budget impact. The Department currently budgets for $24,000 annually in processing fees and pays on average over $17,000 in service fees for a total of $41,000. Since Department operations will continue throughout this conversion process using ActiveNet, Hercules, GolfNow and others, the current FY22 operating budget will pay those fees. When the Vermont Systems site becomes live, the remaining CIP funding will pay for processing fees through the transition and if there is any remaining CIP funding it would be credited to FY23 processing fees with Vermont systems. RECOMMENDATION I recommend Council approval of the Service Agreement with Vermont Systems Inc. for the new Park and Recreation Management System. Prepared by: Dan Kroger, Recreation Division Manager cc: Jenny Larson, Director of Finance and Budget Barry Lindahl, Senior Counsel Tony Breitbach, Purchasing and Contracts Coordinator Anthony Elskamp, Recreation Supervisor Janna Beau, Recreation Supervisor Brian Feldott, Recreation Supervisor Kristen Dietz, Lead Secretary Sarah Peterson, Assistant MFC Director Tony Steffen, Lead Applications/Network Analyst Colins Eboh, Organizational Equity Coordinator Mike Sullivan, PGA Professional 4 DocuSign Envelope ID: 8EBE1818-2815-4E56-ADBA-C6C42A86E7AD �/, VERMONT SYSTEMS SERVICES AGREEMENT This Services Agreement is entered into on [ ] ("Effective Date") by and between RECTRAC, LLC d/b/a VERMONT SYSTEMS, a Delaware limited liability company having its principal address at 12 Market Place, Essex Junction, VT 05452 ("VS," "Licensor," "we," "our," or "us") and the customer identified in Section 1 below ("Customer," "Licensee," "you" or "your") (each a "Party," and, collectively, the "Parties"). This Services Agreement, including all attachments, schedules, exhibits or Addenda referenced herein, shall collectively comprise the "Agreement" between you and us. Terms not defined below shall have the meanings as set forth in Section 1 of the Terms of Service. 1. CUSTOMER INFORMATION Customer Name (Legal Entity) Doing Business As (if applicable) City of Dubuque Office Address 2200 Bunker Hill Rd., Dubuque, IA 52001 BUSine55 Address (if business is located somewhere other than the office address) CUStOmer'S General COntact (for all matters under the Agreement) General Contact Phone General Contact Email Dan Kroger 563-589-4310 Dkroger@cityofdubuque.org CUStOmer'S Billing COntaCt (for billing matters under the Agreement) Billing Contact Phone Billing Contact Email VS Customer lead VS Lead Phone VS Lead Email Joshua Karson 802.276.5604 loshuak@vermontsystems.com 2. TERM Initial Term: 36 months. The Initial Term will commence on the first day of the month in which the software is implemented and available for the Customer's use and will end 36 consecutive months later. Renewal Term: 12 months. Unless Customer provides written notice of cancellation at least 90 days prior to the expiration of the applicable Term, the Agreement will automatically renew for another 12 month term. File Name: CNT-VS-QM-SA Services Agreement 02FE62021-V01.docx ©RecTrac, LLC DBA Vermont Systems All rights reserved. Last Revision: 7/19/2021 DocuSign Envelope ID: 8EBE1818-2815-4E56-ADBA-C6C42A86E7AD �/, VERMONT SYSTEMS 3. SERVICES &FEES You are contracting to receive the Services, and to pay the Fees, as more specifically described in the Order Schedule. The Order Schedule is attached hereto and incorporated by reference herein. 4. PAYMENT SERVICES You are choosing the following Payment Services option: ❑ VS Gateway Partner Customer is choosing to use the VS platform and a payment Gateway option for Processing Payment Services. Customer is required to enter into a separate agreement with approved Gateway partner. ❑ VS PayTrac Customer is choosing to use the VS PayTrac Payment Processing platform for Payment Payment Processing Services. Customer is required to enter into an additional, separate Sub -Merchant Agreement made part of the Agreement. 5. HOSTING Customer is choosing the following hosting option: Customer Hosted Customer hosts data locally, on its own servers. VS has no responsibility for maintaining and/or securing Customer Data on Customer's servers. VS Hosted VS hosts Customer Data on VS -controlled and maintained servers. Any VS hosting will be subject to all hosting policies as described in the VS Terms of Service. 6. TERMS OF SERVICE Customer has read, understands and agrees to VS's Terms of Service, which shall be incorporated and considered part of this Agreement. VS's Terms of Service may be accessed here. 7. PRIVACY &SECURITY Customer has read, understands and agrees to VS's Privacy Policy, which shall be incorporated and considered part of this Agreement. VS's Privacy Policy may be accessed here. 2 File Name: CNT-VS-QM-SA Services Agreement 02FE62021-V01.docx ©RecTrac, LLC DBA Vermont Systems All rights reserved. Last Revision: 7/19/2021 DocuSign Envelope ID: 8EBE1818-2815-4E56-ADBA-C6C42A86E7AD � UERMONT SYSTEMS 8. SERVICE LEVEL COMMITMENT Customer has read, understands and agrees to VS's Service Level Agreements, each of which shall be considered part of this Agreement. VS's Service Level Agreement is attached hereto and incorporated by reference herein. ACCEPTANCE Customer acknowledges that it has read, understands and accepts the Agreement as written, inclusive of all attachments, schedules or exhibits, as may be revised, and agrees to pay all Fees and all other charges permitted by the Agreement. The individual signing the Agreement on behalf of Customer acknowledges that he/she has the proper legal authority to act on the Customer's behalf and to bind the Customer to this Agreement. AGREED TO BY CUSTOMERS: City of Dubuque: Printname: Michael Van Milligen Title: City Manager 08/17/2021 Date ACCEPTED BY VERMONT SYSTEMS RecTrac, LLC. DocuSigned by: ���- �1v0� 7/19/21 1274CSSA44B9458... Scott Strong Printname: Date Title: President File Name: CNT-VS-QM-SA Services Agreement 02FE62021-V01.docx 3 ©RecTrac, LLC DBA Vermont Systems All rights reserved. Last Revision: 7/19/2021 DocuSign Envelope ID: 8EBE1818-2815-4E56-ADBA-C6C42A86E7AD � VERM4NT SYSTEMS TERMS OF SERVICE 1. DEFINITIONS. Capitalized terms used but not otherwise defined in these Terms of Service will have the meaning ascribed to such terms in the Services Agreement or other applicable Addenda. "Addendum" or "Addenda" means a document added to the Agreement containing new or supplemental terms. "Agreement" means the Services Agreement and any attachments, schedules or exhibits referenced therein, which could include the Order Schedule, Privacy Policy, Terms of Service, Service Level Agreement, Statement of Work, Sub -Merchant Agreement, or any later -signed Addenda. "Billing Period" means the period of time covered by a single recurring dues fee for Services. Unless otherwise noted, a Billing Period will be billed in advance and will cover a period of one (1) year. "Cardholder Data" is a subset of Customer Data and generally includes a Patron's name, billing address, credit card number, expiration date and CVV code. "Confidential Information" means any and all information disclosed by either party to the other which is marked "confidential" or "proprietary" or which the recipient knows or has reason to know is regarded by the disclosing party as such, including information disclosed orally. "Confidential Information" does not include any informationthat the receiving party can demonstrate by its written records: (a) was known to it prior to its disclosure hereunder by the disclosing party; (b) is or becomes known through no wrongful act of the receiving party; (c) has been rightfully received from a third party authorized to make such a disclosure; (d) is independently developed by the receiving party; (e) has been approved for release with the disclosing party's prior written authorization; or (f) has been disclosed bycourt order or as otherwise required by law, provided that the party required to disclose the information provides prompt advance notice to enable the other party to seek a protective order or otherwise prevent such disclosure. "Customer" is a VS customer. The Customer is the individual, business entity, non-profit, military branch, or municipality contracting with us to receive Services as more specifically identified in the Services Agreement. Customer may also be referred to in the Agreement as "you," "your" or "Licensee." "Customer Data" is the content, information or data which you, your End Users and/or your Patrons enter into the Software associated with our Services. Customer Data may include Patron Data, among other types of data. "Effective Date" shall have the meaning as set forth in the Services Agreement. "End Users" are your authorized users of the Software associated with our Services. Those licenses associated with a Customer's concurrent End Users will be listed in the Order Schedule. "Fees" mean any and all fees associated with the use of our Services, including (but not limited to) Software Fees, Hosting Fees, Support Fees, any fees associated with our Payment Services, and/or any fees associated with Professional Services, as well as any other fees or charges permitted by the Agreement. Fees may be recurring, non -recurring, or one-time, as more specifically described in the Order Schedule. "Hardware" means the computer equipment, point -of -sale terminals, or other technical hardware distributed by us or by a reseller on our behalf. Hardware may contain firmware or software. File: VS Terms of Service 04DEC2020-V01 ©RecTrac, LLC All rights reserved. Last Revision: 1/12/2021 DocuSign Envelope ID: 8EBE1818-2815-4E56-ADBA-C6C42A86E7AD � VERM4NT SYSTEMS "Hosting Fees" mean the fees associated with the hosting of Customer Data on our VS -controlled servers and systems. "Initial Term" is the initial term for Services, as described in the Services Agreement. "Intellectual Property Rights" means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world. "Order Schedule" means the schedule in the Agreement which itemizes and describes the Services we are willing to provide to you and any specific fees you are agreeing to pay us for such Services. "Patron(s)" means) the individuals who purchase your products and/or services and who otherwise interact with the Software associated with our Services. Patrons are your customers, clients or members. "Patron Data" means information about Patrons entered into the Software by you, your End Users or your Patrons. Patron Data may include (but is not limited to) personally identifiable information and/or Cardholder Data. "Payment Services" means the payment and billing -related services that we may provide to you under the Agreement. Payment Services may be described in the Order Schedule or in a separate Addendum, and your receipt of Payment Services requires that you enter into a separate Sub - Merchant Agreement with us. "Professional Services" are any professional services provided outside of our initial unconfigured install of the Software associated with our Services. Professional services may include consulting, custom development work, implementation, supplemental or onsite training, remote training, or projects which generally fall outside the scope of the Agreement. Unless otherwise agreed, Professional Services will be documented under a separate Statement of Work and signed by the Parties. "Services" mean any and all of those products and/or services offered by us to you under the Agreement. Services may include products or services related to software, hosting, hardware, implementation, support, training and/or payments. A specific itemization of Services can be found in the Order Schedule. "Services Agreement" means the contract between you and us for Services. The Services Agreement, together with any attachments, schedules or exhibits referenced therein, is broadly referred to as the "Agreement" between you and us. "Software" means our proprietary technology software and any and all associated modules, websites, third party integrations and/or mobile applications (if applicable). "Software Fees" mean those fees associated with your access to and use of our Software or any component thereof. We may charge Software Fees monthly, quarterly or annually, as more specifically described in the Order Schedule. "Sub -Merchant Agreement" means our Sub - Merchant Application and Agreement and Payment Service Terms and Conditions, which govern the terms and conditions under which we are willing to provide our Payment Services. "Support Fees" mean those fees associated with our Support Desk, which enables customer support through live channels like phone and chat. We may charge Support Fees monthly, quarterly or File: VS Terms of Service 04DEC2020-V01 ©RecTrac, LLC All rights reserved. Last Revision: 1/12/2021 DocuSign Envelope ID: 8EBE1818-2815-4E56-ADBA-C6C42A86E7AD �/ VERM4NT SYSTEMS annually, as more specifically described in the Order Schedule. "Renewal Term" means the period which immediately follows the expiration of the Initial Term, as described in the Services Agreement. "Team" includes VS's employees, officers, directors, owners, attorneys, affiliates or representatives. "Term" means the term for Services and includes both the Initial Term and any Renewal Terms, as applicable. "VS" means RecTrac, LLC d/b/a Vermont Systems and its subsidiaries, successors and assigns. VS's business address is 12 Market Place, Essex Junction, VT 05452. VS may also be referred to in the Agreement as "Licensor," "we," "our," or "us." 2. ACCEPTANCE. You accept the terms of the Agreement when you (a) click -sign your acceptance to an online version of the Services Agreement; (b) sign a hardcopy of the Services Agreement; and/or (c) access the Services or otherwise accept the benefits of Services. You expressly acknowledge that the person accepting the Agreement on your behalf has the proper legal authority to bind you as the Customer. 3. GRANT OF RIGHTS. 3.1 Grant of Rights by VS. Upon the Effective Date, and subject to your timely payment of Fees and remaining in compliance with the Agreement, we grant to you a limited term, worldwide, non- exclusive, non-transferrable, non -assignable license to access and use our Services, including the Software, during the Term solely for the lawful operation ofyour business. The licensed rights described herein shall be limited to End Users authorized by you to access and use the Software, and your Patrons who have a legitimate right to access and use your products and/or services. The licensed rights conferred herein do not constitute a sale and do not convey to you or anythird party any right of ownership in or to our Services, including the Software, or any of our Intellectual Property Rights. Upon termination of the Agreement for any reason, any rights granted by us to you will automatically and without notice terminate. The method and means of providing the Services shall be under our exclusive control, management and supervision, although we will try to give your specific requests due consideration. Any rights not specifically granted under the Agreement are expressly reserved. 3.2 Grant of Rights by Customer. Upon the Effective Date, and subject to our remaining in compliance with the Agreement, you grant to us a limited term, worldwide, non-exclusive license to access and use your Customer Data (including any Patron Data, as applicable) to deliver, monitor and maintain the Services in accordance with the Agreement. Any rights not specifically granted under the Agreement are expressly reserved. 3.3 Excess Use. We will provide you with the number of authorized End User licenses as set forth in the Order Schedule to access and use the Software. You shall have access to functionalities in the Software that can generate reports indicating the number of authorized End Users accessing the Software at any given time. In the event that the number of concurrent End Users exceeds the number of allocated licenses described in the Order Schedule ("Excess Use"), we will notify you by email about such Excess Use and, if you do not reduce the Excess Use within 30 days of such notice, you will be required to pay for any Excess Use with additional licenses, which shall be described in a new invoice and which will automatically update the Order Schedule. 3.4 Prohibited Use. You shall not use our Services in violation of the law, whether local, state or federal (including but not limited to the CAN-SPAM Act, the Telephone Consumer Protection Act, the Do -Not -Call Implementation Act, the Americans with Disabilities Act, or any consumer protection statute); to intentionally bypass a security mechanism in the System(s); to reverse -engineer the System(s), or any component thereof, regardless of the reason why; in a waythat File: VS Terms of Service 04DEC2020-V01 ©RecTrac, LLC All rights reserved. Last Revision: 1/12/2021 DocuSign Envelope ID: 8EBE1818-2815-4E56-ADBA-C6C42A86E7AD �/ VERM4NT SYSTEMS adversely impacts the availability, reliability or stability of the System(s), or any component thereof; to intentionally transmit material using the Systems) which contains viruses, Trojan horses, worms or some other harmful computer program; to send unsolicited advertising, marketing or promotional materials, whether by email or text, without the recipient's legally -valid consent; to commit fraud; to transmit materialthat infringes on the intellectual property right of others; to transmit material that is harassing, discriminatory, defamatory, vulgar, pornographic, or harmful to others; or in violation of this Agreement. Violation of this Prohibited Use policy may result in immediate suspension or discontinuation of Services, or legal action which could result in civil damages or criminal punishment. 4. TERM; TERMINATION. 4.1 Term. You will be obligated to the Term as described in the Services Agreement, including any auto -renewal provisions. 4.2 Termination for Cause. Prior to expiration of the Initial Term, either you or we may terminate the Agreement for cause (a) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; or (c) if the other party dissolves or ceases to do business in the ordinary course. If our termination of the Agreement is for cause, then you shall remain liable for any Fees covering the remainder of the Initial Term, or a Renewal Term, as applicable, after the effective date of such termination. Termination for cause will not preclude the non -breaching party from exercising any other rights or remedies permitted bylaw. 4.3 Termination for Convenience (Without Cause) We shall have a right to terminate the Agreement for convenience (meaning without cause) at any time during the Term with a 30-day written notice. You shall not be permitted to terminate the Agreement for convenience during the Initial Term; provided, however, that once you are in a Renewal Term, you may terminate the Agreement at any time with a 90-day advance written notice. 4.4 Termination Notice. For termination to be considered effective, you must send your termination notice in writing to Vermont Systems, Inc. at 12 Market Place, Essex Junction, VT05452. 5. FEES; PAYMENT TERMS. 5.1 Payment of Fees. You agree to pay us all Fees permitted by the Agreement. Fees for specific Services are described in the Order Schedule and may be set up to bill quarterly or annually, as we and you may decide. All Fees are based on Services provided, not on your actual usage. Except as permitted by the Agreement, all Fees paid are non- refundable. 5.2 Fee Commencement. Payment for the software subscription and hosting is invoiced and due in full when the initial out of the box, base software URL is emailed to you. This typically occurs less than 30 days after the project "kickoff" date. 5.3 Due Date; Late Fees; Interest. Payment is due within 30 days from the date you receive our invoice (the "Due Date"). If you do not pay our invoice by the Due Date, then we may charge you a late fee of $100. All payments are due in U.S. dollars. Unpaid balances owed to us will accrue interest at the rate of 1.5% per month. 5.4 Error Reporting. Please report any errors that you see on an invoice immediately. If you do not dispute a charge within 30 days after receiving it, you will be considered to have accepted the charge. 5.5 COLT Increase. After the Initial Term, all Fees shall be subject to a cost of living and technology ("COLT") enhancement increase not to exceed five percent (5%) of then current Fees. VS reserves the right to apply the COLT enhancement to any Fees File: VS Terms of Service 04DEC2020-V01 ©RecTrac, LLC All rights reserved. Last Revision: 1/12/2021 DocuSign Envelope ID: 8EBE1818-2815-4E56-ADBA-C6C42A86E7AD �/ VERM4NT SYSTEMS at the start of each Renewal Term, in its sole and absolute discretion. 5.6 Breach for Non -Payment of Fees. Payment not made within 30 days of the Due Date will result in an automatic breach of the Agreement and start the clock on a 20-day period in which to cure. If payment is still not received by the 51st day after the scheduled Due Date, we reserve the right to suspend Services until all outstanding Fees are paid. Continued non-payment of Fees more than 60 days after the Due Date will result in a default under the Agreement. In the event of default, all payments otherwise due to us under the Agreement will be accelerated and will be considered due and payable by you immediately, as of the date of default. We shall have no obligation to release any of your Customer Data until all outstanding Fees are paid infull. 5.6. Taxes. If you are atax-exempt organization, then this provision does not apply. We have no obligation to pay your taxes under any circumstances. Taxes may include value-added tax (VAT), a goods and service tax (GST), a sales tax, or use or withholding taxes assessed by a local, state, federal, provincial or foreign government entity (collectively, "Taxes"). Please make sure that you have taken appropriate steps to pay your Taxes. We are obligated to comply with all valid tax liens or levies associated with your business. If we must pay Taxes on your behalf, you agree to indemnify us for any such payments within 30 days from your receipt of a special tax -related invoice. 6. MODIFICATIONS. 6.1 Changing the Terms of Service. We reserve the right to modify these Terms of Service by posting a revised Terms of Service on our website and sending you notice that they have changed to your email address on record. Modifications will not apply retroactively. You are responsible for reviewing and becoming familiar with any modifications. At times we may, but shall not be required to, ask you to review and to explicitly agree to or reject a revised version of the Terms of Service. In such cases, modifications will become effective at the time you sign your consent to the modified Terms of Service. In cases where we do not ask for your explicit consent to a modified version of the Terms of Service, but otherwise provide notice as set forth above, the modified version of the Terms of Service will become effective 14 days after we have posted the modified Terms of Service and provided you with notification. Your continued use of Services following that period constitutes your acceptance of the Terms of Service as modified. If you do not agree with the changes to the modified Terms of Service, you are required to notify us of such within the same 14-day period and we will have the sole right to decide whether to revert to the original Terms of Service or insist on the changed Terms of Service and permit you to terminate the Agreement without cause and without penalty. 6.2 Changing the Order Schedule. You may add or remove Services during the Term at any time provided that we agree to such changes. We reserve the right to change our fees and/or introduce new charges at any time with at least 30 days prior notice to you, which notice may be provided by email. Regardless of whether our discussion with you about changes in Services occurred verbally or in writing, we will document any Service changes in an updated invoice which we will send to you for review. If you disagree with the Service change, as reflected in the invoice, please notify us immediately. If you pay the updated invoice, accept the benefits of any added Services, or fail to object to the updated invoice within 14 days after you receive it, we will consider you to have accepted the changes, which will be considered a valid modification of any Order Schedule then in place (which will, in turn, update the Agreement automatically). 6.3 Other Changes to the Agreement. Except as otherwise described in this Section, no modification of the Agreement will be binding unless in writing and manually signed by an authorized representative of the parties. File: VS Terms of Service 04DEC2020-V01 ©RecTrac, LLC All rights reserved. Last Revision: 1/12/2021 DocuSign Envelope ID: 8EBE1818-2815-4E56-ADBA-C6C42A86E7AD � VERM4NT SYSTEMS 7. CUSTOMER DATA. 7.1 Customer Data Generally. You represent and warrant that you own or have appropriate rights to all of your Customer Data. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or rights to use of all Customer Data (including Patron Data, as applicable). Except as specifically provided for in the Agreement, we shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of your Customer Data. 7.2 Hosting Obligations. Hosting of Customer Data on VS -controlled servers and systems does not come standard with all Agreements; Customers must specifically contract for hosting services and pay all associated Hosting Fees. IF VS CUSTMOMER DOES NOT SELECT VS's HOSTING SERVICES, AND INSTEAD CHOOSE TO HOST CUSTOMER DATA ON ITS OWN SYSTEMS AND SERVICES, THEN WE MAKE NO WARRANTIES AND DISCLAIM ALL LIABILITY ASSOICIATED WITH SUCH CUSTOMER DATA OR CUSTOMER'S OWN HOSTING ACTIVITIES, INCLUDING (BUT NOT LIMITED TO) INCIDENTS RESULTING IN data breach, MISAPPROPRIATION OF CUSTOMER DATA, VIOLATIONS OF PRIVACY RIGHTS, AND/OR ANY OTHER SITUATION RESULTING IN DAMAGES OR MONETARY LOSS ARISING OUT OF OR RELATING TO THE HOSTING OR STORAGE OF CUSTOMER DATA. If Customer chooses VS for hosting services, and we actually store Customer Data on a VS - controlled system or service, then, in addition to those terms and conditions described in our Privacy Policy, and provided Customer remains current in its payment of Hosting Fees and otherwise compliant with the Agreement, then we make the following limited representations and warranties with respect to our hosting services: we will, at all times during the Term of the Agreement: (a) maintain a comprehensive data security program which includes reasonable and appropriate technical, organizational and security measures against the destruction, loss, unauthorized access or alteration of Customer Data (including Patron Data, as applicable) which measures will be no less rigorous than the accepted security standards for similarly situated companies in the industry; and (b) provide our hosting services in a good and workmanlike manner; and (c) offer hosting services which, to the best of our knowledge, comply with applicable local, state or federal laws. The limited representations and warranties described herein shall be subject to any other limitations of liability described by the Agreement. 7.3 Return of Customer Data. If we are providing you with hosting services, then you shall have access to your Customer Data (including Patron Data, as applicable) for the duration of the Term, subject to the terms and conditions of the Agreement. Upon termination of the Agreement, or where you properly cancel hosting services during the Term, your access to any VS -hosted Customer Data will end immediately on the same day in which you cancel or terminate the Agreement; provided, however, that you may request continued access to your Customer Data for a period not to exceed 30 days (unless we specifically agree otherwise) and subject to additional fees for the limited purpose of transferring your Customer Data to your own systems or servers. Upon termination of the Agreement, or cancellation of your hosting services with us, we may, but shall not be required to, store or hold your Customer Data on our servers at our cost and expense, or immediately destroy your Customer Data unless prohibited by applicable law. Notwithstanding the foregoing, we reserve the right to maintain a copy of any other record, book, file and other data, as specified in the Agreement and in such detail as shall properly substantiate claims for payment, for a minimum of one (1) year beginning on the first day after the Agreement is properly terminated, or for such longer period as may be necessary for the resolution of any dispute, negotiation, audit, or other inquiry involving the Agreement. File: VS Terms of Service 04DEC2020-V01 ©RecTrac, LLC All rights reserved. Last Revision: 1/12/2021 DocuSign Envelope ID: 8EBE1818-2815-4E56-ADBA-C6C42A86E7AD �/ VERM4NT SYSTEMS 8. SPLASH PAGE. We disclaim all liability with respect to the WebTrac splash page including (but not limited to) compliance with Section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794d), and its implementing regulations set forth at Title 36, Code of Federal Regulations, part 1194, the Americans with Disabilities Act, or any other applicable federal or state laws or regulations relatingto accessibility for persons with disabilities. 9. HARDWARE. We shall have no obligation to provide you with the Hardware necessary to access our Services or use our Software. Any Hardware used must comply with our minimum system requirements. If we choose to provide you with Hardware, a description of such Hardware and pricing will be described in your Order Schedule. In the absence of specified pricing, we may provide you with Hardware at our then -current market rates. Full payment for Hardware and any related third -party software is due following delivery. The verification process must be completed so that all payments can be made within 30 days of delivery. Any VS -supplied Hardware will include warranties from the manufacturer or distributor, as applicable, for a specific period. We offer no warranties on Hardware. 10. INSTALLATION; TRAINING. We will provide an initial unconfigured install of the Software as part of the Fees you pay for Services. Subsequent installations or software configuration will be subject to additional charges on a "time and materials" basis at our standard rates. Based upon on a mutually agreed implementation plan, we will provide training and setup services at our standard rates (plus expenses - if any incurred). Implementation and Training maybe performed remotely or on -site. We also offer access to online training materials, including: user reference manuals, installation planning guides, report listings, "FasTrac" how to videos, online help, and a sample training database with tutorials. You may request follow-up or additional trainings at our then -current hourly rates, and subject to scheduling availability. Unless we agree otherwise, any additional training will occur online (remote). You may request on -site training at our then- currentday rates, subject to scheduling availability. For on -site training, you will be responsible for all VS expenses associated with travel, lodging, meals and other necessary expenses associated to the project. If scheduled training is cancelled with less than three (3) weeks' notice, you will be responsible for any travel expense losses, plus an additional rescheduling/cancellation fee of 10% of the price per scheduled block oftime/minimum $125.00. On -site and/or remote training booked over a weekend or holiday may be subject to additional charges 11. CUSTOMER SUPPORT. 11.1 Standard Support. All Customers receiving our Services will receive "Standard Support" services, which includes online support and access to a VS support documentation library. Online support includes access to an online knowledge database, support videos accessible through the VS website, e-learning content and the ability to participate at no additional cost in periodic live webinars offered from time to time by VS. The VS support documentation library is accessible through the VS website and includes access to user reference manuals, installation planning guides, report listings, online help and a sample training database with tutorials. Customers can print any number of copies needed to train staff and manage their business operation. Customers can access standard support channels online, 24 hours a day, 7 days a week. VS's standard support services are included with Customer's payment of Software Fees. 11.2 Premium Support (Support Desk). Customers choosing our "Premium Support" service will receive access to our award -winning "Support Desk," which, in addition to Standard Support, makes certain channels available to Customers like phone and chat support with a live VS support agent. Customers receiving Premium Support shall be responsible for paying Support Fees as File: VS Terms of Service 04DEC2020-V01 ©RecTrac, LLC All rights reserved. Last Revision: 1/12/2021 DocuSign Envelope ID: 8EBE1818-2815-4E56-ADBA-C6C42A86E7AD �/ VERM4NT SYSTEMS described in the Order Schedule. The Support Desk is open for call -in phone support five (5) days a week, Monday through Friday, 8 am ET to 8 pm ET; real-time chat support is available five (5) days a week, Monday through Friday, 8 am ET to S pm ET. Premium Support includes online portal case creation, email assistance and call-back services, and Customer ability to choose remote -in live support services via Zoom or Microsoft Teams. 11.3 Customer Support Not Provided. Regardless of whether you are a Standard Support or Premium Support Customer, we do not provide the following customer support services as part of the Agreement: (a) actual usage of standard hour pager support, 8 pm ET to 8 am ET, Monday through Friday, and Saturday, Sunday and holidays, 24 hours, 7 days a week; (b) travel and out-of- pocket expenses for installation and on -site training services; (c) telephone support related to computer hardware, operating systems, networking, reinstallation and configuration of application software (including VIC), point -of -sale hardware, and access control hardware; (d) telephone support and/or training as a substitute for on -site training or classroom training; (e) VS application software WAN access configuration; (f) customized discovery, custom programming, development, and maintenance; (g) interfaces to export or import data from or to other application software databases; and (h) extended dedicated support to implement or change certain functions, such as switching from cash to accrual accounting or customizing WebTrac splash page; (i) performing periodic VS software updates if database is on - premises; (j) purchase installation or configuration of SSL certificates for on -premises configurations; and (k) data entry or database management. VS may provide some of these Services under a separate engagement, the terms of which should be agreed upon and documented in a signed Statement of Work. 11.4. Remote Access Authorization. We will provide you with on -going support or updates for the proper functioning of our Services, including the Software, which we can only provide or make available through remote access to your technology systems. By using our Services, or accessing our Software, you expressly authorize us to access your technology systems remotely for the limited purpose of providing you with any support or updates relevant to our Services. You shall be solely liability for the cost, interoperability, proper functioning, and security of any remote access facilities or methods used by you, and we shall not be deemed to be in violation of our obligations to you, nor in breach of the Agreement, as the result of our inability to remotely access your technology systems. Our right of remote access as described herein shall be deemed a continuing right until such time as the Agreement terminates, for any reason. We agree to use commercially reasonable efforts to comply with any ofyour published security -related protocols when remotely accessing your technology systems. 12. PAYMENT SERVICES. To be eligible for Payment Services, you must complete our Sub -Merchant Application and submit it to VS Company underwriting for approval. Once accepted, your Sub -Merchant Application will convert to a Sub - Merchant Agreement, inclusive of the Sub - Merchant Application and Agreement (SMAA) and our Payment Service Terms and Conditions, which shall be considered part of the Agreement. 13. PROFESSIONAL SERVICES. We reserve the right to provide you with an estimate of fees for Professional Services based on the approximate number of hours we think will be reasonably required to complete an engagement, multiplied by a fixed hourly rate. If we underestimate the fees for Professional Services based on work actually performed, you will be responsible any cost overruns at the same hourly rate. We will invoice you separately for cost overruns. To help you track and plan for any cost overruns, we will track our actual Professional Service hours and, upon written request, provide you with a weekly time report. Any specific details of an engagement for Professional Services should be described in a Statement of Work and signed by the parties. Any File: VS Terms of Service 04DEC2020-V01 ©RecTrac, LLC All rights reserved. Last Revision: 1/12/2021 DocuSign Envelope ID: 8EBE1818-2815-4E56-ADBA-C6C42A86E7AD �/ VERM4NT SYSTEMS fees for Professional Services will be considered part of the Fees owed under the Agreement. 14. CUSTOM DEVELOPMENT. While we welcome any suggestions or comments you might have about how we can improve our products and services, we do not custom develop our Services (including the Software) to suit the business needs of any particular client. We will consider all suggested improvements to the Services, and, as we determine, will incorporate any approved items to our development roadmap. If there is a feature or functionality that you would like to see added to our Services, and you would like the project completed on a certain timeline, you can make a custom development request and, based on our staffing and other considerations, we will scope the project and provide you with a written quote which you can acceptor reject. Custom development work will be considered a separate engagement for Professional Services and will be billed outside of the Agreement. Custom development work shall not be considered work -for -hire. We will own and control any product outcome of the engagement and we reserve the right to incorporate any new feature or functionality into our larger product or service offerings. 15. OWNERSHIP RIGHTS. 15.1 What Belongs to VS. We reserve all title and interest to our Intellectual Property Rights. We alone own our Intellectual Property Rights, in addition to any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by you or any other party relating to our Services. In addition, we retain all rights, title and interest in and to our Software and any splash page designs that we may create and/or maintain on your behalf and license to you. The Vermont Systems'"", VS'"^ and VS PaymentsT"^ names and logos are registered trademarks of Vermont Systems and no right or license is granted to use them without our express written permission. 15.2 What Belongs to Customer. With the exception of Patron Data (which remains the property of individual Patrons), you reserve all rights, title and interest to your Customer Data. You own all rights, title and interest to Customer trademarks, service marks and other intellectual property. We reserve the right to withhold, remove and/or discard your Customer Data without notice for any breach, including without limitation, your non-payment of Fees. 16. CONFIDENTIALITY. Aparty (the "Receiving Party") shall not disclose the disclosing party's (the "Disclosing Party") Confidential Information to any person or entity, except to the Receiving Party's employees who have a need to know the Confidential Information for the Receiving Party to exercise its rights or perform its obligations under the Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (a) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law as determined by the Receiving Party's legal counsel, provided that the party making the disclosure pursuant to the order shall first have given ten (10) days written notice to the other party to make a reasonable effort to obtain a protective order and in the event the other party does not take any such action within ten (10) days after receipt of such notice, the Receiving Party may make the requested disclosure without any liability of any kind to the Disclosing Party; or (b) to establish a party's rights under this Agreement, including to make required court filings. Each Party's obligations of non- disclosure with regard to Confidential Information are effective as of the Effective Date and will expire one year after the termination of the Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non -disclosure will survive the termination or expiration of the Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. 17. PROTECTION OF EDUCATIONAL INFORMATION. We understand and acknowledge that in the performance of our Services, we may File: VS Terms of Service 04DEC2020-V01 ©RecTrac, LLC All rights reserved. Last Revision: 1/12/2021 DocuSign Envelope ID: 8EBE1818-2815-4E56-ADBA-C6C42A86E7AD �/ VERM4NT SYSTEMS have access to private and confidential information regarding students, parents, guardians, faculty, donors, employees, staff, alumni (collectively, "Educational Information") that may be covered by the federal Family Educational Rights and Privacy File: VS Terms of Service 04DEC2020-V01 10 ©RecTrac, LLC All rights reserved. Last Revision: 1/12/2021 DocuSign Envelope ID: 8EBE1818-2815-4E56-ADBA-C6C42A86E7AD �/ VERM4NT SYSTEMS Act ("FERPA"), or similar state laws. We will not disclose, copy, or modify any Educational Information without your prior written consent, or unless otherwise required by law. We will notify you if we become aware of a possible unauthorized disclosure or use of Educational Information. 18. LIMITED WARRANTIES. We represent and warrant that (a) we own the appropriate rights to license and/or sublicense our Services (including the Software); (b) the Services (including the Software) will conform with any then -available published specifications; (c) to the best of our knowledge, our Software is free of anyviruses, Trojan horses, malware, spyware, ransomware or other harmful code; and (d) that there have been no violations of copyrights or patent rights in connection with the Services (including the Software) offered. We do not warrant that the Services (including the Software) will be entirely free from defect or error. EXCEPT AS SPECIFICALLY STATED HEREIN, THE SERVICES (INCLUDING THE SOFTWARE) ARE BEING PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND. EACH PARTY HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED. No advice or information, whether written or oral, obtained from us, or any member of our Team, will create any warranty not expressly made. If you are a California resident, you waive California Civil Code § 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." 19. LIMITATIONS OF LIABILITY. 19.1 EXCLUSIVE REMEDY. YOUR EXCLUSIVE REMEDY FOR ANY FAILURE OF OUR OBLIGATIONS UNDER THE AGREEMENT SHALL BE YOUR RIGHT TO TERMINATE THE AGREEMENT FOR CAUSE AND WITHOUT PENALTY, AND ANY CREDITS WHICH MAY BE DUE UNDER AN APPLICABLE SERVICE LEVEL AGREEMENT (IF A SERVICE LEVEL AGREEMENT IS OFFERED AS PART OF THE AGREEMENT). 19.2 EXCLUDED DAMAGES. IN NO EVENT SHALL WE BE LIABLE OR RESPONSIBLE TO YOU FOR ANY TYPE OF INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, LOSS OF DATA, OR INTERRUPTION OR LOSS OF USE OF SERVICES OR EQUIPMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER ARISING UNDER A THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. 19.3 DAMAGES CAP. IN NO EVENT SHALL OUR LIABILITY TO YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCES EXCEED THE AMOUNT OF FEES YOU ACTUALLY PAID TO US FOR SERVICES IN THE TWELVE (12) MONTH PERIOD DIRECTLY PRIOR TO THE ACTION GIVING RISE TO ALLEGED LIABILITY. 19.4 TIME LIMITATION. YOU FURTHER AGREE THAT ANY CLAIM WHICH YOU MAY HAVE AGAINST US MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE, OTHERWISE THE CLAIM SHALL BE PERMANENTLY BARRED. 19.5 MATERIALITY. THE LIMITATIONS IN THIS SECTION ARE A MATERIAL BASIS OF THE BARGAIN, AND THE TERMS OF THE AGREEMENT WOULD BE DIFFERENT WITHOUT SUCH LIMITATIONS. THE LIMITATIONS IN THIS SECTION ARE INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THE AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. MULTIPLE CLAIMS WILL NOT ENLARGE ANY DAMAGES CAP DESCRIBED HEREIN. 20. INDEMNIFICATION. You shall indemnify and defend us (including any member of our Team) and hold us harmless against any claim, suit, demand or proceeding ("Claim") that arises from your actions, your use or misuse, of the Services (including, but not limited to, the Software); your breach of the File: VS Terms of Service 04DEC2020-V01 11 ©RecTrac, LLC All rights reserved. Last Revision: 1/12/2021 DocuSign Envelope ID: 8EBE1818-2815-4E56-ADBA-C6C42A86E7AD �/ VERM4NT SYSTEMS Agreement or these Terms of Service; or your infringement on someone else's rights, including but not limited to, third party intellectual property rights. We reserve the right to handle our own legal defense however we see fit, even if you are indemnifying us, in which case you agree to cooperate with us so we can execute our strategy. Our indemnity rights shall include all costs associated with the Claim or Claims, including attorneys' fees, court costs, dispute resolution costs, and/or fees associated with collection. We shall indemnify and defend you and hold you harmless against any claim, suit, demand or proceeding ("Claim") that arises out of our negligence in the performance of this Agreement. We shall provide insurance as required by the attached Insurance Schedule. 21. DISPUTE RESOLUTION. Many concerns can be resolved by calling us at (877) 883-8757. If a dispute cannot be resolved informally, this Dispute Resolution provision explains how claims (whether by you against us, or by us against you) will be resolved. 21.1 Definition. "Claim" means any current or future claim, dispute or controversy relating in any way to our Agreement. Claim includes (a) initial claims, counterclaims, cross -claims and third -party claims; (b) claims based upon contract, tort, fraud, statute, regulation, common law and equity; and (c) claims by or against any third party using or providing any product, service or benefit in connection with our Agreement or the Software. 21.2 Claim Notice. Before beginning a lawsuit, mediation or arbitration, you and we agree to send a notice (a "Claim Notice") to each party against whom a Claim is asserted. The Claim Notice will give you and us a chance to resolve our dispute informally or in mediation. The Claim Notice must describe the Claim and state the specific relief demanded. Notice to you may be sent to your current mailing address or email address on file. You must provide your name, address and phone number in your Claim Notice. Your Claim Notice must be sent to Vermont Systems, Inc., ATTN: Legal, 12 Market Place, Essex Junction, VT05452. 21.3 Mediation. Before beginning mediation, you or we must first send a Claim Notice. Within 30 days after sending or receiving a Claim Notice, you or we may submit the Claim for mediation. Mediation fees will be split equally, and the File: VS Terms of Service 04DEC2020-V01 12 ©RecTrac, LLC All rights reserved. Last Revision: 1/12/2021 DocuSign Envelope ID: 8EBE1818-2815-4E56-ADBA-C6C42A86E7AD � VERM4NT SYSTEMS location for mediation shall be mutually decided between you and us. All mediation -related communications are confidential, inadmissible in court and not subject to discovery. All applicable statutes of limitations will be tolled until termination of the mediation. Either you or we may terminate the mediation at any time. The submission or failure to submit a Claim to mediation will not affect your or our rights to elect arbitration. 21.4 Arbitration. You or we may elect to resolve any Claim by individual binding arbitration. This election may be made by the party asserting the Claim or the party defending the Claim. Claims will be decided by one neutral arbitrator who will be a retired judicial officer or an attorney with at least 10 years of experience; however, if we both agree, we may select another person with different qualifications. If arbitration is chosen by any party, neither you nor we will have the right to litigate that claim in court or have a jury trial on that claim. Further, you and we will not have the right to participate in a representative capacity or as a member of any class pertaining to that claim. The arbitrator's decisions are enforceable as any court order and are subject to very limited review by a court. The arbitrator's decision will be final and binding. Before beginning arbitration, you or we must first send a Claim Notice. The party electing arbitration must choose to arbitrate either before JAMS or AAA. This arbitration provision is governed by the FAA. You will be responsible for paying your share of any arbitration fees (including filing, administrative, hearing or other fees). We will be responsible for our arbitration fees. File: VS Terms of Service 04DEC2020-V01 13 ©RecTrac, LLC All rights reserved. Last Revision: 1/12/2021 DocuSign Envelope ID: 8EBE1818-2815-4E56-ADBA-C6C42A86E7AD � VERM4NT SYSTEMS 22. NOTICES; GOVERNING LAW; JURISDICTION 22.1 General. Who you are contracting with under this Agreement, who you should direct notice to under this Agreement, what law will apply in any lawsuit arising out of this Agreement, and which court can adjudicate any such lawsuit to this Agreement are as follows: Who you are RecTrac, LLC d/b/a Vermont contracting Systems with: Notices to be 12 Market Place sent to: Essex Junction, VT 05452 legal@vermontsystems.com Governing law Iowa is: Courts having Iowa District Court for exclusive Dubuque County, Iowa jurisdiction are: 22.2 Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon (a) personal delivery; (b) the second business day after mailing; (c) the second business day after sending by confirmed facsimile; or (d) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Notices to you shall be addressed to the designated contact person identified in the Services Agreement at the email address or physical address listed. 22.3 Agreement to Governing Law and Jurisdiction. Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction ofthe applicable courts above. 22.4 Waiver of Jury Trial. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement. 23. GENERAL PROVISIONS. 23.1 Privacy Rights. You are required to comply with our Privacy Policy, which maybe revised from time to time, and which are expressly incorporated into the Agreement. 23.2 Minimum System Requirements / Interoperability. It is your responsibility to ensure your computer systems, Internet connections, IT infrastructure, peripherals, systems, servers, mobile devices and/or workstations comply with the minimum system requirements necessary to receive our Services. We shall not be responsible for any Internet speed or connectivity issues at your location, or other problems related to your technology equipment, including third party Internet service or your IT infrastructure. You shall be required to comply with our technical specifications. 23.3 Reference. You agree that, within 30 days of the Effective Date, we may issue a new business press release about our business association and post your logo and a brief description of your business on ourwebsite. 23.4 Independent Contractor Relationship. Our legal relationship to you is that of an independent contractor. The Agreement does not form a partnership, franchise, joint venture, employment, agency and/or fiduciary relationship between you and us. 23.5 Non -Discrimination Endorsement. We shall not discriminate in our employment practices and will render all Services under the Agreement without regard to race, color, religion, sex, sexual orientation, gender identity, age, national origin, veteran's status, political affiliation, or disabilities. Specifically, we will abide by the requirements of Title VII of the Civil Rights Act of 1964, as amended by the Equal Employment Opportunity Act of 1972, the Vietnam Era Veteran's Readjustment Assistance Act of1974; File: VS Terms of Service 04DEC2020-V01 14 ©RecTrac, LLC All rights reserved. Last Revision: 1/12/2021 DocuSign Envelope ID: 8EBE1818-2815-4E56-ADBA-C6C42A86E7AD � VERM4NT SYSTEMS Title IX of the Education Amendments of 1972, and the Fair Housing Act of 1968, as amended. 23.6 Export Controls. The Services and any derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on the United States' government denied- partylist. Additionally, you shall not permit End Users to access or use the Subscription Services while located in a United States embargoed country (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea), or in violation of any United States' export law or regulation. 23.7 Anti -Bribery. You agree that neither your employees, agents or representatives have received or been offered any illegal or improper bribe, kickback, gift, or thing of value from us, or any member of our Team, in connection with the Agreement. If you learn of any violation of the above restrictions, you agree to promptly notify us 23.8 Legal Advice. All Professional Services and other information provided to you in the normal course of our business relationship should be considered for informational purposes only and is not to be taken as legal advice. You are advised to speak with your own independent counsel about all matters of a legal nature. 23.9 Waiver; Cumulative Remedies. No failure or delay by either party in exercising any rights under the Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided in the Agreement are in addition to, and not exclusive, of any other remedies of a party at law or in equity. 23.10 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, we may assign this Agreement in its entirety without your consent, to our affiliates orin connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets not involving one of your direct competitors. Subject to the foregoing, the Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. 23.11 Force Majeure. We shall not be in default under any provision of the Agreement or be liable for any delay, failure of performance or interruption in Services (including the Software) resulting, directly or indirectly, from causes beyond our reasonable control, including but not limited to any of the following: earthquake, lightning or other acts of God; fire or explosion; electrical faults; vandalism; cable cut; water; hurricanes; fire; flooding; severe weather conditions; actions of governmental or military authorities; national emergency; insurrection, riots or war; terrorism or civil disturbance; strikes, lock -outs, work stoppages or other labor difficulties; supplier failure; shortage; or telecommunication or other Internet provider failure. 23.12 Survivability. Even if you terminate the Agreement with us, the following sections of the Agreement will still apply: Terms of Service Section 7.2 (Hosting Obligations); Section 16 (Confidentiality); Section 17 (Protection of Educational Information); Section 18 (Limited Warranties); Section 19 (Limitations of Liability); Section 20 (Indemnification); Section 21 (Dispute Resolution); Section 22 (Notice; Governing Law; Jurisdiction); Section 23.8 (Legal Advice); Section 23.11 (Force Majeure) and Section 23.16 (Entire Agreement; Priority of Documents). 23.13 Severability. The invalidity or unenforceability of any provision of the Agreement will not affect the validity or enforceability of the other provisions of the Agreement, which provisions will remain in full force and effect. If any provision of this Agreement shall be deemed unenforceable by reason of its extent, duration, scope or otherwise, then the parties contemplate that the court making such determination will alter such provisions so that it is enforced and will File: VS Terms of Service 04DEC2020-V01 15 ©RecTrac, LLC All rights reserved. Last Revision: 1/12/2021 DocuSign Envelope ID: 8EBE1818-2815-4E56-ADBA-C6C42A86E7AD � VERM4NT SYSTEMS enforce it in its altered form for all purposes 23.18 Consent to Do Business Electronically. By contemplated by the Agreement. signing the Services Agreement, you consent to do business electronically, which means that you 23.14 Headings. The bolded headings contained in agree that all VS agreements and policies, including the Agreement are for convenience of reference amendments thereto and documents referenced only, shall not be deemed to be a part of the therein, as well as any notices, instructions, or any Agreement and shall not be referred to in other communications regarding transactions and connection with the construction or interpretation your agreements with VS maybe presented, of the Agreement. delivered, stored, retrieved, and transmitted 23.15 Construction. For purposes of the electronically. You must keep us informed of any Agreement, wherever the context requires, the change in your electronic or mailing address or singular shall include the plural, and vice versa; the other contact information. Your electronic masculine gender shall include the feminine and signature, including, without limitation clicking neuter gender, and vice versa; and "and" shall "Agree and Continue" or "I Accept" or an action of include "or," and vice versa. Any rule of similar meaning or significance, shall be the legal construction to the effect that ambiguities are to equivalent of your manual signature. You may be resolved against the drafting party shall not be withdraw your consent to doing business applied in the construction or interpretation of the electronically at any time by contacting us and Agreement. withdrawing your consent. However, any communications or transactions between us before 23.16 Entire Agreement; Priority of Documents. your withdrawal of such consent, will be valid and The Agreement (including these Terms of Service) binding. and any additional terms or Addenda, as applicable, make up the entire Agreement and supersede all prior agreements, representations, and understandings. All additional terms and/or Addenda will be considered incorporated into the Agreement when you agree to them. If there is an actual conflict or direct inconsistency between any of the attachments, schedules or exhibits referenced in the Services Agreement, then the following shall be the prioritization of documents that should be deemed to control and govern: first, any later -signed Addenda or Statement of Work (as applicable); then the Services Agreement; then the Service Level Agreement (as applicable); then the Terms of Service; then the Privacy Policy. 23.17 Electronic Signature. The Agreement may be executed in any number of counterparts, each of which when executed shall be deemed an original, but such counterparts together shall constitute one and the same instrument. Delivery of executed counterparts by email, .PDF, or other electronic delivery method shall be effective as delivery. Electronic signatures, including any click -sign process, will be deemed as original. File: VS Terms of Service 04DEC2020-V01 16 ©RecTrac, LLC All rights reserved. Last Revision: 1/12/2021 DocuSign Envelope ID: 8EBE1818-2815-4E56-ADBA-C6C42A86E7AD � VERM4NT SYSTEMS File: VS Terms of Service 04DEC2020-V01 17 ©RecTrac, LLC All rights reserved. Last Revision: 1/12/2021 DocuSign Envelope ID: 8EBE1818-2815-4E56-ADBA-C6c42A86E7AD INSURANCE SCHEDULE G 1. Vermont Systems shall furnish a signed certificate of insurance to the City of Dubuque, Iowa for the coverage required in Exhibit I prior to the contract commencement. Each certificate shall be prepared on the most current ACORD form approved by the Iowa Insurance Division or an equivalent. Each certificate shall include a statement under Description of Operations as to why the certificate was issued. Service Agreement dated 2. All policies of insurance required hereunder shall be with an insurer authorized to do business in Iowa and all insurers shall have a rating of A or better in the current AM. Best's Rating Guide. 3. Each certificate shall be furnished to the Finance Department of the City of Dubuque. 4. The service provider shall be required to carry the minimum coverage/limits, or greater if required by law or other legal agreement, in Exhibit I. Failure to provide the required minimum coverage shall not be deemed a waiver of such requirements by the City of Dubuque. 5. Failure to obtain or maintain the required insurance after athirty-day opportunity to cure shall be considered a material breach of this agreement. 6. All required endorsements shall be attached to certificate. 7. Whenever a specific ISO form is referenced the current edition of the form must be used unless an equivalent form is approved by the Director of Finance and Budget. The service provider must identify or list in writing all deviations and exclusions from the ISO form. 8. If vendor's limits of liability are higher than the required minimum limits then the vendor's limits shall be this agreement's required limits. 9. Vendor shall require all subcontractors and sub -subcontractors to obtain and maintain during the performance of work insurance for the coverages described in this Insurance Schedule and shall obtain certificates of insurance from all such subcontractors and sub -subcontractors. The City may request a copy of such certificates from the Vendor. 10. Vendor shall be responsible for deductibles/self-insured retention for payment of all policy premiums and other costs associated with the insurance policies required below. 11. All certificates of insurance must include agents name, phone number, and email address. DocuSign Envelope ID: 8EBE1818-2815-4E56-ADBA-C6C42A86E7AD 12. The City of Dubuque reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by this Schedule at any time. 13. The City of Dubuque reserves the right to modify these requirements, including limits, based on changes in the risk or other special circumstances during the term of the agreement, subject to mutual agreement of the parties. INSURANCE SCHEDULE G (continued) I�:/:11 ��il A) COMMERCIAL GENERAL LIABILITY General Aggregate Limit $2,000,000 Products -Completed Operations Aggregate Limit $1,000,000 Personal and Advertising Injury Limit $1,000,000 Each Occurrence $1,000,000 Fire Damage Limit (any one occurrence) $50,000 Medical Payments $5,000 1) Coverage shall be written on an occurrence, not claims made, form. The general liability coverage shall be written in accord with ISO form CG 00 01 or business owners form BP 00 02. All deviations from the standard ISO commercial general liability form CG 00 01, or Business owners form BP 00 02, shall be clearly identified. 2) Include ISO endorsement form CG 25 04 "Designated Locations) General Aggregate Limit." 3) Include endorsement indicating that coverage is primary and non- contributory. 4) Include Preservation of Governmental Immunities Endorsement (Sample attached). 5) Include additional insured endorsement for: The City of Dubuque, including all its elected and appointed officials, all its employees and volunteers, all its boards, commissions and/or authorities and their board members, employees and volunteers. Use ISO form CG 20 10 (Ongoing operations} or its equivalent. 6) Policy shall include Waiver of Right to Recover from Others endorsement B) WORKERS' COMPENSATION &EMPLOYERS LIABILITY Statutory Benefits covering all employees injured on the job by accident or disease as prescribed by Iowa Code Chapter 85. Coverage A Statutory -State of Iowa Coverage B Employers Liability DocuSign Envelope ID: 8EBE1818-2815-4E56-ADBA-C6C42A86E7AD Each Accident Each Employee -Disease Policy Limit -Disease $100,000 $100,000 $500,000 Policy shall include Waiver of Right to Recover from Others endorsement. Coverage B limits shall be greater if required by the umbrella/excess insurer. OR If, by Iowa Code Section 85.1A, the Vendor is not required to purchase Workers' Compensation Insurance, the Vendor shall have a copy of the state's Nonelection of Workers' Compensation or Employers' Liability Coverage form on file with the Iowa Workers' Compensation Insurance Commissioner, as required by Iowa Code Section 87.22. Completed form must be attached. INSURANCE SCHEDULE G (continued) C) POLLUTION LIABILITY Coverage required: Yes _*_ No Pollution liability coverage shall be required if the lessee, contracting party, or permittee has any pollution exposure for abatement of hazardous or contaminated materials including, but not limited to, petroleum products, the removal of lead, asbestos, or PCBs. Pollution product and completed operations coverage shall also be covered. Each Occurrence $2,000,000 Policy Aggregate $4,000,000 1) Policy to include job site and transportation coverage. 2) Include additional insured for: The City of Dubuque, including all its elected and appointed officials, all its employees and volunteers, all its boards, commissions and/or authorities and their board members, employees and volunteers. Use ISO form CG 20 10. (Ongoing operations) or its equivalent and CG 20 37(competed operations). 3) Include Preservation of Governmental Immunities Endorsement. 4) Provide evidence of coverage for 5 years after completion of project. D) PROFESSIONAL LIABILITY $1,000,000 Coverage required: _*_ Yes No If the required policy provides claims -made coverage: DocuSign Envelope ID: 8EBE1818-2815-4E56-ADBA-C6C42A86E7AD 1) The Retroactive Date must be shown and must be before the date of the agreement. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the work or services. 3) If coverage is canceled or non -renewed and not replaced with another claims -made policy form with a Retroactive Date prior to the date of the agreement, the contractor must provide "extended reporting" coverage for a minimum of five (5) years after completion of the work or services. E) CYBER LIABILITY/BREACH $1,000,000 Coverage required: _*_ Yes No Coverage for First and Third Party liability including but not limited to lost data and restoration, loss of income and cyber breach of information. F) UMBRELLA/EXCESS $1,000,000 Coverage required: _*_ Yes No The General Liability, Automobile Liability and Workers Compensation Insurance requirements may be satisfied with a combination of primary and Umbrella or Excess Liability Insurance. If the Umbrella or Excess Insurance policy does not follow the form of the primary policies, it shall include the same endorsements as required of the primary policies including Waiver of Subrogation and Primary and Non-contributory in favor of the City. Please be aware that naming the City of Dubuque as an additional insured as is required by this Insurance Schedule may result in the waiver of the City's governmental immunities provided in Iowa Code sec. 670.4. If you would like to preserve those immunities, please use this endorsement or an equivalent form. 1�:7�+y�:�%��[�7�[�7���1�/�:7►1►�il���l_1�1►ail►�il�1�I��I�+y�►1�Z�7:%9�►�il���� 1. Nonwaiver of Governmental Immunity. The insurer expressly agrees and states that the purchase of this policy and the including of the City of Dubuque, Iowa as an Additional Insured does not waive any of the defenses of governmental immunity available to the City of Dubuque, Iowa under Code of Iowa Section 670.4 as it is now exists and as it may be amended from time to time. 2. Claims Coverage. The insurer further agrees that this policy of insurance shall cover only those claims not subject to the defense of governmental immunity under the Code of Iowa Section 670.4 as it now exists and as it may be amended from time to time. Those claims not subject to Code of Iowa Section 670.4 shall be covered by the terms and conditions of this insurance policy. DocuSign Envelope ID: 8EBE1818-2815-4E56-ADBA-C6C42A86E7AD 3. Assertion of Government Immunity. The City of Dubuque, Iowa shall be responsible for asserting any defense of governmental immunity, and may do so at any time and shall do so upon the timely written request of the insurer. 4. Non -Denial of Coverage. The insurer shall not deny coverage under this policy and the insurer shall not deny any of the rights and benefits accruing to the City of Dubuque, Iowa under this policy for reasons of governmental immunity unless and until a court of competent jurisdiction has ruled in favor of the defenses) of governmental immunity asserted by the City of Dubuque, Iowa. No Other Change in Policy. The above preservation of governmental immunities shall not otherwise change or alter the coverage available under the policy. E�'i�xal►�i1�►1 DocuSign Envelope ID: 8EBE1818-2815-4E56-ADBA-C6C42A86E7AD �/, VERMONT SYSTEMS SERVICE LEVEL AGREEMENT (SOFTWARE) Terms not specifically described in this STANDARD Service Level Agreement for Software ("Software SLA") shall have the meanings as set forth in Section 1 of the Terms of Service or elsewhere in the Agreement. 1 ELIGIBILITY. This Software SLA shall apply only to Customers receiving VS's Software as a "hosted" solution, meaning VS has contracted to host Customer Data on VS -controlled servers and/or systems. To be eligible for the Software SLA, Customers must be current in their payment of Fees to VS and must remain complaint with the terms and conditions of the Agreement. 2 UPTIME COMMITMENT. VS will use its best efforts to operate and maintain the Software in a professional manner with the objective of maintaining a 99.50% uptime commitment for Services considered "critical" to a Customer's daily business operation. Services considered critical are those which, if unavailable (as defined below), would have an immediate and negative impact on a core business function of the Customer such as its ability to take payments, retrieve Patron Data, or access the Software (a "Critical Service"). Uptime as described is applicable to production environments only. Demo and Testing environments are not included in the SLA calculations. SERVICE INTERUPTION. "Service Interruption" means that one or more Critical Services are unavailable to Customers as the result of a failure in VS -controlled equipment, services or personnel. "Unavailable" means that the Software is unable to transmit, receive, store or retrieve Customer Data, including, without limitation, Patron Data. 4 VS RESPONSE PROTOCOL. VS will commence efforts to resolve a Service Interruption within 60 minutes after VS first learns of the issue. If the root cause for the Service Interruption is solely within VS's power to control, VS will attempt to remedy the Service Interruption within three (3) hours. If, however, the root cause for the Service Interruption involves a third party, or a source outside of VS's direct control, VS will use commercially reasonable efforts to promptly notify such third parties and cooperate with them to resolve any Service Interruptions. 5 CUSTOMER REMEDIES. VS is agreeable to issuing out -of -service credits to a Customer's account where VS fails to maintain its 99.50%uptime commitment. VS will offer out -of -service credits in accordance with the tiered schedule below: Uptime Availability (%) Unavailability Per Calendar Month Credit Percentage 98.0 to 99.49 3 hrs 39 min to 14 hrs 36 min 10% 95.0 to 97.99 14 hrs 40 min to 1 day 12 hrs 31 min 25% 90.0 to 94.99 1 day 12 hrs 35 min to 3 day 1 hr 2 min 50% 89.99 or below 3 days 1 hr 7 min 100 Template: CNT-VS-QM-SA SLA Software Hosting -Standard 09NOV2020-V01 ©RecTrac, LLCAII rights reserved. File Name: CNT-VS-QM-SA SLA Software Hosting -Standard 09NOV2020-V01 (1) Last Revision: 11/30/2020 DocuSign Envelope ID: 8EBE1818-2815-4E56-ADBA-C6C42A86E7AD �/, VERMONT SYSTEMS To be eligible for an out -of -service credit, Customer must open a support ticket at https://su�port.vermontsystems.com within thirty (30) days from a Service Interruption. VS will validate reported Service Interruptions through its third -party monitoring tool, Site24x7 (which validates Software availability across multiple locations within the U.S. tracking interruptions to service and their duration). The maximum out - of -service credit that Customer may receive for Unavailability of the Software in any calendar month shall not exceed to total Fees associated with one (1) month of Services (prorated accordingly for Customers billed annually). Any out -of -service credits shall be applied to the Customer's account as an offset against the next month's Fees. No out -of -service credits shall be redeemable for cash; any credits not used by the termination of the Agreement shall be forfeited and waived. 6 EXCLUSIONS. Customer shall not be entitled to an out -of -service credit where a Service Interruption is caused by or associated with (a) a Customer's own acts or omissions; (b) a Force Majeure event (as defined by the Terms of Service); (c) excused downtime for maintenance or upgrades to the Software; (d) a Customer's violation of the Agreement, including (but not limited to) a violation of the Prohibited Use provision of the Terms of Service; and/or (e) a beta release, pilot program or trial service, as determined by VS. Template: CNT-VS-QM-SA SLA Software Hosting -Standard 09NOV2020-V01 ©RecTrac, LLC All rights reserved. File Name: CNT-VS-QM-SA SLA Software Hosting -Standard 09NOV2020-V01 (1) Last Revision: 11/30/2020 DocuSign Envelope ID: 8EBE1818-2815-4E56-ADBA-C6C42A86E7AD �/, VERMONT SYSTEMS SERVICE LEVEL AGREEMENT (SUPPORT) Terms not specifically described in this Service Level Agreement for Support ("Support SLA") shall have the meanings as set forth in Section 1 of the Terms of Service or elsewhere in the Agreement. 1 ELIGIBILITY. This Support SLA shall apply only to Customers receiving VS's Support Desk, including "live" support channels by phone or chat. To be eligible for the Support SLA, Customers must be current in their payment of Fees to VS and must remain complaint with the terms and conditions of the Agreement. 2 CASE PRIORITIES. To provide high quality support and to effectively assign resources to incoming cases, the following four types of case priorities have been identified: Critical business impact occurs on a production system preventing business operations. End Users and Patrons are prevented from working within the Software with no workarounds. Examples include: Software crashes or is goes Priority 1 Critical off-line; functionality critical to business operation not available; data breach or loss of Customer Data. Significant business impact occurs on a production system severely impacting business operation. End Users and Patrons are impacted by the issue but may still be able to work in a limited capacity within the Software. Examples Priority 2 Major include significant performance degradation; functionalities important to business operation not available; loss of Software functionality has an escalating impact on business operations. Minor business impact occurs on a production system that causes a partial or non -critical loss of functionality in the Software. A limited number of End Priority 3 Medium Users and/or Patrons are affected. Issues occurring on anon -production system in the Software. Examples Priority 4 Low include: a question, comment or enhancement. Template: CNT-VS-QM-SA SLA Software Support 09NOV2020-V01 1 ©RecTrac, LLCAII rights reserved. File Name: CNT-VS-QM-SA SLA Software Support 09NOV2020-V01 (2) Last Revision: 12/1/2020 DocuSign Envelope ID: 8EBE1818-2815-4E56-ADBA-C6C42A86E7AD �/, VERMONT SYSTEMS 3 RESPONSE TIMES. VS will respond and escalate support issues in accordance with the table below. All days referenced below are calendar days, not business days. Priority 1 Priority 2 Priority 3 Priority 4 (within) (within) (within) (within) Initial Response 1 hour 4 hours 5 days - Correction Identified /Pursued 24 hours 7 days As agreed - between Escalation Stage 1— to Support 12 hours 7 days - - Managers (Every 4 (Daily) (Status Report Intervals) hours) Escalation Stage 2 — to Directors 24 hours 7 days (Status Report Intervals) (Every 4 (Daily) hours) Escalation Stage 3 — to President 72 hours 10 days - - (Status Report Intervals) (Every 4 (Daily) hours) 4 CUSTOMER REPORTING CHANNELS; PROCESS. Support Desk Customers experiencing support issues must report customer support concerns through VS's established support channels, including: • Customer support line available at (877) 883-8757 • Chat support available through the support portal on the Site • For after-hours support, VS pager number at 802-490-1911 All issues or questions reported to support are tracked with a support case that contains at a minimum the Customer account name, contact person, software product and version, module and/or menu selection, detailed description of the issue, and any other pertinent information. Case 2 Template: CNT-VS-QM-SA SLA Software Support 09NOV2020-V01 ©RecTrac, LLC All rights reserved. File Name: CNT-VS-QM-SA SLA Software Support 09NOV2020-V01 (2) Last Revision: 12/1/2020 DocuSign Envelope ID: 8EBE1818-2815-4E56-ADBA-C6C42A86E7AD �/, VERMONT SYSTEMS statuses are viewable on the VS support portal. Each case is 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 VS support person will either resolve the issue or advise 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, 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. Customer may view the development status at any time. Template: CNT-VS-QM-SA SLA Software Support 09NOV2020-V01 ©RecTrac, LLCAII rights reserved. File Name: CNT-VS-QM-SA SLA Software Support 09NOV2020-V01 (2) Last Revision: 12/1/2020 �/� VERMONT SYSTEMS Prepared For: City of Dubuque -Leisure Services Dubuque, IA Contact Name: Daniel Kroger, Contact Email: dkroger@cityofdubuque.org Contact Phone: 563-589-4310 Explanation of Quote: Vermont Systems RFP Pricing-DubuquelA Notes: 5 year annual fee breakdown: Year 2 - $31,059.00 Year 3 - $32,611.95 Year 4 - $34,242.55 Year 5 - $35,954.68 VSI Cloud VSI Cloud Hosting Standard Service -Silver, First 5 Users Monthly t(215) VSI Cloud Hosting Standard Service -Silver, Add'I Users Monthly t(216) PayTrac PayTrac Payments -Per Transaction Flat Fee t(225) PayTrac Payments - 2.65% Per Transaction t(226) Software Subscription RecTrac/WebTrac Workgroup Base Software (16-25 concurrent users) t(186) Activity Registrations t(188) Facility Reservations t(189) POS/Inventory/Tickets t(190) Pass Management t(192) Equipment/Site Rentals t(193) League Scheduling t(198) Golf Tee Times t(202) WebTrac Splash Page t(206) RecTrac SSO (6-39 concurrent users) t(210) Each Add'I Concurrent User over 2 t(213) General Ledger Interface t(221) SaaS configuration items included: Mobile WebTrac t(203) Vermont Systems Scheduled Service Cancellation Policy Cancellation Fee Policy -See Footnotes t(222) Payment Card Readers Ingenico Lane 3000 Credit Card Terminal, Ethernet (no signature) t(227) Ingenico Link 2500 Companion Wireless Card Reader t (228) 05/12/2021 Quote Number: QUO-08942-Q2W7F1 Software Pricing is valid for 120 Days Hardware Pricing is Subject to Change Prepared By: Joshua Karson (Senior Sales Manager) Email: JoshuaK@VermontSystems.com Toll Free: 877-883-8757 Direct Phone: 802-276-5604 1 $675.00 $500.00 $175.00 $6,000.00 24 $40.00 $710.00 $250.00 $8,520.00 0 $0.25 $0.00 $0.00 0 $0.00 $0.00 $0.00 1 $370.00 $200.00 $170.00 $2,400.00 1 $130.00 $100.00 $30.00 $1,200.00 1 $130.00 $100.00 $30.00 $1,200.00 1 $130.00 $100.00 $30.00 $1,200.00 1 $130.00 $100.00 $30.00 $1,200.00 1 $130.00 $100.00 $30.00 $1,200.00 1 $130.00 $100.00 $30.00 $1,200.00 1 $130.00 $100.00 $30.00 $1,200.00 1 $25.00 $25.00 $300.00 1 $30.00 $30.00 $360.00 27 $10.00 $270.00 $3,240.00 1 $30.00 $30.00 $360.00 1 $0.00 $0.00 $0.00 Tax: $0.00 Total: $29,580.00 1 $0.00 $0.00 � � - 0 $581.00 $0.00 0 $456.00 $0.00 www.vermontsystems.com 1 � (� sales@vermontsystems.com �/' 05/12/2021 �/� VERMONT SYSTEMS Travel Time 1.0 Day $400.00 Daily Expenses -Estimated 7.0 Day $280.00 Meals Per Diem 7.0 EA $0.00 Airfare -Estimated 1.0 EA $1,200.00 3.1 Discovery Time -Remote 8.0 Hour $150.00 On -Site Setup/Training 5.0 Day $800.00 RecTrac SSO Setup Time 4.0 Hour $150.00 Setup/Training/GoLive -Remote (Dedicated Day) 2.0 Day $800.00 Setup/Training Time -Remote (estimated) 64.0 Hour $150.00 WebTrac Setup &Configuration 5.0 Hour $150.00 Graphical Campsite/Marina Setup 8.0 Hour $125.00 Services (recurring) (prorated year 1) Training &Expenses t Footnotes: Quote Number: QUO-08942-Q2W7F1 Software Pricing is valid for 120 Days Hardware Pricing is Subject to Change $400.00 $1,960.00 $0.00 $1,200.00 $1,200.00 $4,000.00 $600.00 $1,600.00 $9,600.00 $750.00 $1,000.00 Tax: $0.00 Total: $22,310.00 $29,580.00 $22, 310.00 Total: $51,890.00 For planning purposes, the annual recurring cost will be: $29,580.00 186 The SaaS RecTrac/WebTrac Workgroup Base Level Application Software is required for all installations with 16-25 concurrent users. Each application module is priced separately based on the individual functional requirements needed. The base includes 2 Concurrent User Licenses, Systems Management, Report Writer, Incident Reporting, Dashboard, Global Sales, Household Management, Document Center, Audit Log, POS Lite (Donations, Gift Cards), Touch Processing, ID Integration, Advanced Rule &Fee Configuration, Webspeed Agents, Mobile WebTrac, and the Progress Enterprise RDBMS. VS Premium Support Services are included. Other add-ons will be priced separately. Initial Term: 36 months. The Initial Term will commence on the first day of the month in which the software is implemented and available for the Customer's use and will end 36 consecutive months later. Renewal Term: 12 months. Unless Customer provides written notice of cancellation at least 90 days prior to the expiration of the applicable Term, the Agreement will automatically renew for another 12 month term. 188 ACTIVITY REGISTRATIONS NOTES: >Track all program enrollments > Manage rosters, waitlists, and waivers > Track class attendance and billing > Instructor payment processing > Custom brochure exports This rate represents a minimum one-year subscription commitment. See contract agreement for specific terms. www.vermontsystems.com 2 �� sales@vermontsystems. com 05/12/2021 �/� VERMONT SYSTEMS 189 FACILITY RESERVATIONS NOTES: > Manage all your facility schedules > Track overlapping facilities > Grid -based visual booking tool > Check availability of facilities > Integrated with activities, leagues and trainers Quote Number: QUO-08942-Q2W7F1 Software Pricing is valid for 120 Days Hardware Pricing is Subject to Change This rate represents a minimum one-year subscription commitment. See contract agreement for specific terms. 190 POS/INVENTORY/TICKETS NOTES: > Touchscreen-based inventory sales > Complete POS inventory control > Manage tickets, gift cards and service items > UPC barcode integration > Full range of certified POS hardware This rate represents a minimum one-year subscription commitment. See contract agreement for specific terms 192 PASS MANAGEMENT NOTES: > 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. > Create custom ID cards or key fobs > Track attendance and demographics > Track guest and daily entry fees > Capture and display member photos > Automated renewal emails/notifications This rate represents a minimum one-year subscription commitment. See contract agreement for specific terms. 193 EQUIPMENT/SITE RENTALS NOTES: > Equipment and gear rental management > Check -in and check-out processing > Campsite, marina, and shelter rentals > Graphical display option This rate represents a minimum one-year subscription commitment. See contract agreement for specific terms. 198 LEAGUE SCHEDULING NOTES: > Manage league play, teams, and players > Record scores and track standings > Manage single and double elimination tournaments > Roster draft options for team creation This rate represents a minimum one-year subscription commitment. See contract agreement for specific terms 202 GOLF TEE TIMES NOTES: > In order to license the Golf POS/Tee-Time module at this price, you must also license the Pass Mgmt 8c POS/Inventory modules > Tee Time Reservations across multiple courses with graphical, color -coded tee sheets > Optional online tee -time reservations with WebTrac > Comprehensive POS Sales and inventory control system > Full Food &Beverage sales capabilities > POS screens are customizable with touch -screen menus/buttons/images > Standard integration with several third -party services, including Range Servant and E-Range golf ball dispensing > Local Handicap tracking > Full range of POS hardware available This rate represents a minimum one-year subscription commitment. See contract agreement for specific terms. www.vermontsystems.com 3 �� sales@vermontsystems. com �/� V E R M a N T SYSTEMS 05/12/2021 Quote Number: QUO-08942-Q2W7F1 Software Pricing is valid for 120 Days Hardware Pricing is Subject to Change 203 Mobile WebTrac provides patron access to select functions on a smart phone mobile browser. Since Mobile RecTrac is browser based, it is device/OS independent. Functions such as booking a tee time, enrolling in a class, viewing a calendar of events, making a payment, and displaying their pass barcode are a few of the operations that patrons will be able to access on their phone. All patron related functions that are developed for Mobile WebTrac will be available under this one license fee. In other words, Mobile WebTrac encompasses all of the functions that have been developed across all WebTrac module. This rate is based on a one year subscription commitment. 206 Examples of the most popular template designs can be viewed on the VS website. www.vermontsystems.com 210 Uses Shibboleth SSO authentication. 213 The base software license fee includes the first two concurrent users. Additional users can be added at any time. Each user has access to all licensed software modules, as authorized in the user -defined menu system. This rate is based on a one year subscription commitment. 215 The base Hosting Services Fee does NOT include the Vermont Systems 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 Vermont Systems Sales for additional information and scheduling, 877-883-8757 -Option #2 or email at: sa I es @ve rm o ntsyste m s. co m. Please refer to Vermont Systems legal page for Privacy Policy information: https://www.vermontsystems.com/legal 216 The Additional User Hosting Services Fee does NOT include the Vermont Systems 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 Vermont Systems Sales for additional information and scheduling, 877-883-8757 -Option #2 or email at: sa I es @ve rm o ntsyste m s. co m. 221 The General Ledger Interface will create a file consisting of postings made to any GL account with activity in RecTrac for a specified date range. The file format will be in a format that your financial software requires. To determine the file layout and content, we provide a questionnaire to be completed and submitted along with your order. Upon receipt we will contact you to discuss the requirements in relation to the interface. Once requirements are reviewed and approved, the VS Trainer will assist &configure the VS application for the GL interface. The Trainer will show the Customer how to generate the batch export file. 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 general ledger system. The VS trainer is not responsible for importing the batch files into any third -party application software or for contacting the vendor. IMPORTANT: The RecTrac General Ledger Interface is not and cannot be acash-receipts interface. 222 Scheduled Service Cancellation Fees: 10% of the price per scheduled block of time/minimum $150.00 How to avoid Cancellation Fees: • Hourly Services —Customer is required to provide notice at least 3 business days prior to the scheduled training. • Multi Day or On -Site Services —Customer is required to provide notice at least 3 weeks prior to the scheduled training. 225 $.25 per transaction flat fee 226 PayTrac Payments - X% Per Transaction 227 Please visit the POS Portal to purchase this device as VS doesn't sell directly: https://partner.posportal.com/vermontsys/vermont/credit-card-readers.html Purchase includes power supply ðernet cable www.vermontsystems.com 4 �� sales@vermontsystems. com � VERM4NT SYSTEMS 05/12/2021 Quote Number: QUO-08942-Q2W7F1 Software Pricing is valid for 120 Days Hardware Pricing is Subject to Change 228 Mobile Card Reader device option. Please visit the POS Portal to purchase this device as VS doesn't sell directly: https://partner.posportal.com/vermontsys/vermont/credit-card-readers.html www.vermontsystems.com 5 �� sales@vermontsystems.com