CM-2024-232 - 9/6/20244877-1113-6221/ss2
CITY OF ROUND ROCK AGREEMENT
FOR PURCHASE OF
MUNIS DATA REPORTING SERVICES
WITH
DATUM INSIGHTS, LLC
THE STATE OF TEXAS §
§
CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS:
§
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
This Agreement is for the purchase of Munis Data Reporting Services and is referred to
herein as the “Agreement.” This Agreement is made and entered into on this the _____ day of
the month of __________, 2024, by and between the CITY OF ROUND ROCK, TEXAS, a
home-rule municipality whose offices are located at 221 East Main Street, Round Rock, Texas
78664, referred to herein as the “City,” and DATUM INSIGHTS, LLC, whose offices are
located at 211 South Woodruff Avenue, Suite B10, Idaho Falls, Idaho 83401, referred to herein
as “Vendor.” This Agreement supersedes and replaces any previous agreement between the
named parties, whether oral or written, and whether or not established by custom and practice.
RECITALS:
WHEREAS, City desires to purchase Munis Data Reporting Services; and
WHEREAS, Vendor desires to provide said services; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties, and obligations;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
mutually agree as follows:
1.0 DEFINITIONS
A. Agreement means the binding legal contract between City and Vendor whereby
City agrees to obtain specified goods and Vendor is obligated to provide specified goods. This
Agreement includes any exhibits, addenda, and/or amendments thereto. Specifically, the
Agreement shall include the Scope of Services set forth in the attached Exhibit “A” and the
September
12th
CM-2024-232
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Mutual Non-Disclosure and Confidentiality Agreement attached as Exhibit “B,” said exhibits
incorporated herein by reference for all purposes.
B. City means the City of Round Rock, Williamson and Travis Counties, Texas.
C. Effective Date means the date upon which the binding signatures of both parties
to this Agreement are affixed.
D. Goods and Services mean the specified services, supplies, materials,
commodities, or equipment.
E. Vendor means Datum Insights LLC, or any successors or assigns.
2.0 EFFECTIVE DATE AND TERM
A. This Agreement shall be effective on the date it has been signed by both parties
hereto and shall remain in full force and effect unless and until it expires by operation of the term
stated herein, or until terminated or extended as provided herein.
B. This Agreement shall expire forty-eight (48) months from the Effective Date.
3.0 SCOPE OF WORK
A. The goods and related services which are the subject matter of this Agreement are
described generally herein and referenced in in the attached Exhibit “A” (“Scope of Services”).
B. This Agreement shall evidence the entire understanding and agreement between
the parties and shall supersede any prior proposals, correspondence or discussions.
C. Vendor shall satisfactorily provide all deliverables described herein and
referenced in Exhibit “A” within the contract term specified. A change in the Scope of Services
or any term of this Agreement, including bonding requirements, must be negotiated and agreed
to in all relevant details, and must be embodied in a valid Supplemental Agreement as described
herein.
4 .0 COSTS
A. City agrees to pay for goods and related services during the term of this
Agreement pursuant to the pricing terms set forth in Exhibit “A.”
B. The City shall is authorized to pay the Vendor an amount not-to-exceed
$47,340.00 for the term of this Agreement.
5.0 INVOICES
All invoices shall include, at a minimum, the following information:
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1. Name and address of Vendor;
2. Purchase Order Number;
3. Description and quantity of items received; and
4. Delivery dates.
6.0 NON-APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of City’s current revenues only. It is understood and
agreed that City shall have the right to terminate this Agreement at the end of any City fiscal year
if the governing body of City does not appropriate funds sufficient to purchase the services as
determined by City’s budget for the fiscal year in question. City may affect such termination by
giving Vendor a written notice of termination at the end of its then-current fiscal year.
7.0 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be
made by City to Vendor will be made within thirty (30) days of the date City receives goods
under this Agreement, the date the performance of the services under this Agreement are
completed, or the date City receives a correct invoice for the goods or services, whichever is
later. Vendor may charge interest on an overdue payment at the “rate in effect” on September 1
of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas
Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to
payments made by City in the event:
1. There is a bona fide dispute between City and Vendor, a contractor,
subcontractor, or supplier about the goods delivered or the service performed that
cause the payment to be late; or
2. There is a bona fide dispute between Vendor and a subcontractor or between a
subcontractor and its supplier about the goods delivered or the service performed
that causes the payment to be late; or
3. The terms of a federal contract, grant, regulation, or statute prevent City from
making a timely payment with federal funds; or
4. The invoice is not mailed to City in strict accordance with any instruction on the
purchase order relating to the payment.
8.0 GRATUITIES AND BRIBES
City may, by written notice to Vendor, cancel this Agreement without liability to Vendor
if it is determined by City that gratuities or bribes in the form of entertainment, gifts, or
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otherwise were offered or given by Vendor or its agents or representatives to any City officer,
employee or elected representative with respect to the performance of this Agreement. In
addition, Vendor may be subject to penalties stated in Title 8 of the Texas Penal Code.
9.0 TAXES
City is exempt from Federal Excise and State Sales Tax; therefore, tax shall not be
included in Vendor’s charges.
10.0 INSURANCE
Vendor shall meet all City of Round Rock insurance requirements set forth at:
http://www.roundrocktexas.gov/wp-content/uploads/2014/12/corr insurance 07.20112.pdf.
11.0 CITY’S REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
David Carter, Purchasing Manager
Finance Department
221 East Main Street
Round Rock, TX 78664
(512) 218-5457
dcarter@roundrocktexas.gov
12 .0 DEFAULT
If Vendor abandons or defaults under this Agreement and is a cause of City acquiring the
specified goods elsewhere.
Vendor shall be declared in default of this Agreement if it does any of the following and
fails to cure the issue within thirty (30) days of receipt of written notice:
A. Fails to fully, timely and faithfully perform any of its material obligations under
this Agreement;
B. Becomes insolvent or seeks relief under the bankruptcy laws of the United States
and is unable to perform its material obligations under the Agreement.
13.0 TERMINATION AND SUSPENSION
A. In the event of any uncured default by either party, the non-defaulting party has
the right to terminate the affected portions of this Agreement for cause, upon ten (10) days’
written notice to the defaulting party following the cure period.
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B. In the event the City terminates under this section, the following shall apply:
Upon the effective date of the termination, Vendor shall discontinue performance of the affected
provision of goods and/or services. The City shall be responsible only for amounts due and
owing up to the date of termination.
14.0 COMPLIANCE WITH LAWS, CHARTER, AND ORDINANCES
A. Vendor, its agents, employees and subcontractors shall use best efforts to comply
with all applicable federal and state laws, the Charter and Ordinances of the City of Round Rock,
as amended, and with all applicable rules and regulations promulgated by local, state and
national boards, bureaus and agencies.
B. In accordance with Chapter 2271, Texas Government Code, a governmental entity
may not enter into a contract with a company for goods or services unless the contract contains
written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott
Israel and will not boycott Israel during the term of this contract. The signatory executing this
Agreement on behalf of Vendor verifies Vendor does not boycott Israel and will not boycott
Israel during the term of this Agreement.
1 5.0 ASSIGNMENT AND DELEGATION
The parties hereby bind themselves, their successors, assigns and legal representatives to
each other with respect to the terms of this Agreement. Neither party shall assign, sublet or
transfer any interest in this Agreement without prior written authorization of the other party.
1 6 .0 NOTICES
A. All notices and other communications in connection with this Agreement shall be
in writing and shall be considered given as follows:
1. When delivered personally to recipient’s address as stated in this Agreement; or
2. Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient’s address as stated in this Agreement.
Notice to Vendor:
Datum Insights LLC
211 South Woodruff Avenue,
Suite B10
Idaho Falls, ID 83401
Notice to City:
City Manager Stephanie L. Sandre, City Attorney
221 East Main Street AND TO: 309 East Main Street
Round Rock, TX 78664 Round Rock, TX 78664
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B. Nothing contained herein shall be construed to restrict the transmission of routine
communications between representatives of City and Vendor.
17.0 APPLICABLE LAW, ENFORCEMENT, AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or conditions
herein, exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be
governed by and construed in accordance with the laws and court decisions of the State of Texas.
1 8 .0 EXCLUSIVE AGREEMENT
This document, and all appended documents, constitutes the entire Agreement between
Vendor and City. This Agreement may only be amended or supplemented by mutual agreement
of the parties hereto in writing.
19.0 DISPUTE RESOLUTION
City and Vendor hereby expressly agree that no claims or disputes between the parties
arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration
proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9
USC Section 1-14) or any applicable state arbitration statute.
2 0 .0 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion or provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement, and the balance of this Agreement
shall be construed and enforced as if this Agreement did not contain the particular portion or
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provision with a valid provision that comes as close as possible to the intent of the
stricken provision. The provisions of this section shall not prevent this entire Agreement from
being void should a provision which is of the essence of this Agreement be determined void.
2 1.0 MISCELLANEOUS PROVISIONS
A. Standard of Care. Vendor represents that it employs trained, experienced and
competent persons to perform all of the services, responsibilities and duties specified herein and
that such services, responsibilities and duties shall be performed in a manner according to
generally accepted industry practices.
B. Time is of the Essence. The parties agree that, from time to time, certain unique
transactions may have special requirements relative to timing and, accordingly, the parties will
identify those transactions and exercise best efforts to accomplish those transactions within the
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stated timeframe. Other timing requirements will be met in a commercially reasonable manner.
Where damage is caused to City due to Vendor’s failure to perform in the special timing
requirement circumstances, City may pursue any remedy available without waiver of any of
City’s additional legal rights or remedies.
C. Binding Agreement. This Agreement shall extend to and be binding upon and
inure to the benefit of the parties’ respective heirs, executors, administrators, successors and
assigns.
D. Multiple Counterparts. This Agreement may be executed in multiple
counterparts, any one of which shall be considered an original of this document; and all of
which, when taken together, shall constitute one and the same instrument.
[Signatures on the following page.]
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IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
IN WITNESS WHEREOF, City and Vendor have executed this Agreement on the dates
indicated.
City of Round Rock, Texas Datum Insights LLC
By:_______________________________ By:________________________________
Printed Name:_______________________ Printed Name:_______________________
Title:_______________________________ Title:_______________________________
Date Signed:_________________________ Date Signed:_________________________
ATTEST:
By: __________________________________
Ann Franklin, City Clerk
FOR CITY, APPROVED AS TO FORM:
By: __________________________________
Stephanie L. Sandre, City Attorney
Brian Powell
Owner/Manager
08/27/2024
Brian Powell
City Manager
09/12/2024
Laurie Hadley
Ann Franklin
ESTIMATE
Datum Insights LLC
211 S Woodru Ave Ste B10
Idaho Falls, ID 83401
sales@datuminsights.com
+1 (888) 990-5979
http://www.datuminsights.com
Bill to
City of Round Rock
211 E Main Street
Round Rock, TX 78664
Ship to
City of Round Rock
211 E Main Street
Round Rock, TX 78664
Estimate details
Estimate no.: 1007
Estimate date: 07/21/2024
Expiration date: 08/21/2024
#Product or service Description Qty Rate Amount
1.Reports for Munis Implementation
and Design
Financial Package Dataset (Account Trial
Balance, Budget vs Actual, Cash Balance,
Vendor) One Time Cost Only
1 $4,500.00 $4,500.00
2.Reports for Munis Implementation
and Design
HR/Payroll Package Dataset (HR, Payroll) One
Time Cost Only
1 $2,900.00 $2,900.00
3.Monthly Server Subscription Monthly user server subscription to reporting
platform-Financial Dataset
48 $395.00 $18,960.00
4.Monthly Server Subscription Monthly user server subscription to reporting
platform-HR & Payroll Dataset
48 $295.00 $14,160.00
5.Reports for Munis Implementation
and Design
Project Ledger Dataset (Project Ledger GL and
Object Codes) One Time Cost Only
1 $2,500.00 $2,500.00
6.Monthly Server Subscription Monthly user server subscription to reporting
platform-Project Ledger
48 $90.00 $4,320.00
Total $47,340.00
Expiry
date 08/21/2024
Exhibit "A"
MUTUAL NON-DISCLOSURE
AND CONFIDENTIALITY
AGREEMENT
This Non-Disclosure and Confidentiality Agreement (this “Agreement”) is entered into as of July 21,
2024 (the “Effective Date”) by and between Datum Insights, an Idaho Limited Liability Company and
City of Round Rock, Texas.
The parties are exploring a potential business relationship (the “Transaction”). In connection with the
Transaction, each party, their respective affiliates and their respective directors, officers, employees,
agents or advisors (collectively, “Representatives”) may provide or gain access to certain confidential
and proprietary information. A party disclosing its Confidential Information to the other party is hereafter
referred to as a “Disclosing Party.” A party receiving the Confidential Information of a Disclosing Party
is hereafter referred to as a “Receiving Party.” In consideration of the mutual promises and covenants
set forth in this Agreement, the parties hereby mutually agree as follows:
1.Confidential Information. The term “Confidential Information” as used in this Agreement shall
mean any data or information that is competitively sensitive material and not generally known to
the public, including, but not limited to, information relating to any of the following: design, product
development and plans, improvements, present or future business activities, documentation,
reports, specifications, formulas, processes, data, proprietary concepts, source code, trade
secrets, technical information, pricing, user data, and any other information the Disclosing Party
considers confidential.
2.Exclusions from Confidential Information. The obligation of confidentiality with respect to
Confidential Information will not apply to any information:
a.If the information is or becomes publicly known and available other than as a result of prior
unauthorized disclosure by Receiving Party or any of its Representatives;
b.If the information is or was received by Receiving Party from a third-party source which, to
the best knowledge of Receiving Party or its Representatives, is or was not under a
confidentiality obligation to Disclosing Party with regard to such information;
c.If the information is disclosed by Receiving Party with the Disclosing Party’s prior written
permission and approval;
d.If the information is independently developed by Receiving Party prior to disclosure by
Disclosing Party and without the use and benefit of any of the Disclosing Party’s
Confidential Information; or
e.If Receiving Party or any of its Representatives is legally compelled by applicable law, by
any court, governmental agency or regulatory authority or by subpoena or discovery request
in pending litigation but only if, to the extent lawful, Receiving Party or its Representatives
shall make a good faith effort to give prompt written notice of that fact to Disclosing Party
prior to disclosure so that Disclosing Party may request a protective order or other remedy
to prevent or limit such disclosure. Receiving Party or its Representatives may disclose only
such portion of the Confidential Information which it is legally obligated to disclose.
3.Obligation to Maintain Confidentiality. With respect to Confidential Information:
Exhibit "B"
a. Receiving Party and its Representatives agree to retain the Confidential Information of the
Disclosing Party in strict confidence, to protect the security, integrity and confidentiality of
such information and to not permit unauthorized access to or unauthorized use, disclosure,
publication or dissemination of Confidential Information except in conformity with this
Agreement and with the express written consent of DI;
b. Receiving Party and its Representatives shall utilize existing security processes and
procedures to safeguard the confidentiality of all Confidential Information received by
Disclosing Party using a reasonable degree of care, but not less than that degree of care
used in safeguarding its own similar information or material;
c. Upon the termination of this Agreement, Receiving Party will ensure that all documents,
memoranda, notes and other writings or electronic records prepared by it that include or
reflect any Confidential Information are returned or destroyed as directed by Disclosing
Party;
d. If there is an unauthorized disclosure or loss of any of the Confidential Information by
Receiving Party or any of its Representatives, Receiving Party will promptly, at its own
expense, notify Disclosing Party in writing and take all actions as may be necessary or
reasonably requested by Disclosing Party to minimize any damage to the Disclosing Party or
a third party as a result of the disclosure or loss; and
e. The obligation not to disclose Confidential Information shall survive the termination of this
Agreement, and at no time will Receiving Party or any of its Representatives be permitted to
disclose Confidential Information, except to the extent that such Confidential Information is
excluded from the obligations of confidentiality under this Agreement pursuant to Paragraph
2 above.
4. Non-Disclosure of Transaction. Without Disclosing Party’s prior written consent, neither
Receiving Party nor its Representatives shall disclose to any other person, except to the extent,
the provisions of Paragraph 2 apply: (a) the fact that Confidential Information has been made
available to it or that it has inspected any portion of the Confidential Information; (b) the fact that
Disclosing Party and Receiving Party are having discussions or negotiation concerning the
Transaction; or (c) any of the terms, conditions or other facts with respect to the Transaction.
5. Representatives. Receiving Party will take reasonable steps to ensure that its Representatives
adhere to the terms of this Agreement. Receiving Party will be responsible for any breach of this
Agreement by any of its Representatives.
6. Disclaimer. There is no representation or warranty, express or implied, made by Disclosing Party
as to the accuracy or completeness of any of its Confidential Information. Except for the matters
set forth in this Agreement, neither party will be under any obligation with regard to the Transaction.
Either party may, in its sole discretion: (a) reject any proposals made by the other party or its
Representatives with respect to the Transaction; (b) terminate discussions and negotiations with
the other party or its Representatives at any time and for any reason or for no reason; and (c)
change the procedures relating to the consideration of the Transaction at any time without prior
notice to the other party.
7. Remedies. The party may seek remedies available at law or equity, but in no case shall claim be
decided by any arbitration proceedings.
8. Notices. All notices given under this Agreement must be in writing. A notice is effective upon receipt
and shall be sent via one of the following methods: delivery in person, overnight courier service,
Exhibit "B"
certified or registered mail, postage prepaid, return receipt requested, addressed to the party to be
notified at the below address or by facsimile at the below facsimile number or in the case of either
party, to such other party, address or facsimile number as such party may designate upon
reasonable notice to the other party.
Datum
Insights
Brian R
Powell 5892 Pheasant Drive
Ammon, ID 83406
City of Round Rock,
Texas David Carter
211 E Main Street
Round Rock, Texas 78664
9. Term: This Agreement shall commence on [Effective Date] and continue in full force and
effect for a period of one (1) year from the Effective Date.
10. Termination Without Cause: Either Party may terminate this Agreement without cause by
providing written notice to the other Party at least thirty (30) days prior to the desired termination
date.
11. Termination for Cause: Either Party may terminate this Agreement immediately upon written
notice if the other Party breaches any material term or condition of this Agreement.
12. Amendment. This Agreement may be amended or modified only by a written agreement signed
by both of the parties.
13. Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of
the State of Texas and in the courts of Williamson County, without regard to the principles of
conflict of laws. Each party consents to the exclusive jurisdiction of the courts located in the State
of Texas for any legal action, suit or proceeding arising out of or in connection with this
Agreement. Each party further waives any objection to the laying of venue for any such suit,
action or proceeding in such courts.
14. Miscellaneous. This Agreement will inure to the benefit of and be binding on the respective
successors and permitted assigns of the parties. Neither party may assign its rights or delegate
its duties under this Agreement without the other party’s prior written consent. In the event that
any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part,
the remaining provisions shall not be affected and shall continue to be valid, legal and
enforceable as though the invalid, illegal or unenforceable parts had not been included in this
Agreement. Neither party will be charged with any waiver of any provision of this Agreement,
unless such waiver is evidenced by a writing signed by the party and any such waiver will be
limited to the terms of such writing.
Exhibit "B"
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written
above.
Datum Insights LLC
Brian Powell
Manager
City of Round Rock, Texas
City Manager
Exhibit "B"
Brian Powell