R-90-1446 - 5/10/1990L D�atamatic, inc.
June 19, 1990
Ms. Irma Mendoza
Utility Office Manager
City of Round Rock
221 E. Main Street
Round Rock, Texas 78664
Dear Irma:
cc
:w�
Please find enclosed your signed copy of the RouteStar Purchase, License and
Maintenance Agreement. I was told this had already been mailed back to you, but
I found it had not. I am sorry for the delay.
Please send us a check for $8,350.00, and I will arrange for the shipment of your
hardware and software. As soon as the file transfer is completed to transmit files to
and from your mainframe, we will be ready for the three days of on -site training.
Irma, if you have any questions, please feel free to give me a call.
Sincerely,
Paul Newsom
RouteStar Sales Manager
PN /vw
Enclosure
Datamatic Plaza • 2121 North Glenville Drive • Richardson, Texas 75082 • (214) 234 -5000
ROUTESTAR PURCHASE, LICENSE AND MAINTENANCE AGREEMENT
This RouteStar Purchase, License and Maintenance Agreement (hereinafter "Agreement") is made on this day of rit 1990
by and between DATAMATIC, INC., a Texas corporation, located at 2121 North Glenville Drive, Richardson, Texas 75082 (hereinafter
referred to as "DI"), and the City of Round Rock, Texas, a municipal corporation, doing business at 221 East Main Street, Round Rock,
Texas 78664 (hereinafter referred to as "Purchaser and /or Licensee ").
RECITALS
A. WHEREAS DI sells computer hardware and licenses, in object form only, proprietary computer software as a system, hereinafter referred
to as 'System" and provides maintenance on the System; and
B. WHEREAS Purchaser desires to acquire the System and maintenance from DI;
IN CONSIDERATION of the payment of the deposit, the terms and conditions of this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
ARTICLE 1 - GENERAL TERMS
1. ASSIGNMENT. The rights and duties of the respective parties may be assigned only with the prior written consent of the nonassigning
Pay
2. PROPRIETARY INFORMATION.
A. Definitions. As used herein, the term "Proprietary Information" shall mean and include DI's software, software specifications, and
software routines (including without limitation the display routines, the routines permitting alteration in direction and sequence, and
interface routines permitting the communication of data over telephone lines), DI's keyboard layout, and the prompting sequences
embodied in DI's software. This definition shall extend to Proprietary Information in whatever form such Proprietary Information
may be embodied, including but not limited to source code, object code, System documentation, System specifications, flow charts and
diagrams, photographic representations, and variations made to DI Software at the request of Purchaser and special adaptations whether
designed by Purchaser or DI, or as the result of the joint effort of DI and Purchaser.
The term "Proprietary Information" shall not extend to any information, or any embodiment of information, which has become general
public knowledge or is generally known in the trade.
B. Protection of Proprietary Information. The parties hereto agree that all Proprietary Information disclosed by DI to Purchaser in
connection with this Agreement constitutes the trade secrets and /or confidential information of DI, and shall be held in tmst and
confidence by Purchaser. Purchaser agrees to take reasonable steps to ensure the secrecy of the Proprietary Information of DI; such
reasonable steps shall include, but are not limited to, the adoption of reasonable security procedures, and notification in writing to
persons having access to the Proprietary Information that the Proprietary Information embodies the trade secrets and confidential
information of DI, and is not to be used or disclosed without proper authorization from DI.
3. TRADE NAMES. Purchaser acknowledges that ROUTESTAR, DATASWITCH, and ROADRUNNER are proprietary trade names of DI.
4. ENTIRE AGREEMENT. It is agreed that this Agreement and the Exhibits attached hereto and made a part hereby embody the entire
agreement of the parties in relation to the subject matter hereunder, and that there is no other oral or written agreement or
understanding between the parties at the time of execution pertaining to the subject matter of this Agreement. This Agreement shall
not be modified except by the written agreement of all parties hereto.
5. GOVERNING LAW. The parties hereto agree that this Agreement is accepted, entered into and enforceable in Williamson County, Texas.
This Agreement shall be governed by the laws of the State of Texas. To the extent that there is to be a delivery or performance of
services in connection with the sale of goods under this Agreement, such services will be deemed "goods" within the definition of the
Uniform Commercial Code.
6. LEGAL CONSTRUCTION. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be
invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof,
and this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had never been contained herein.
7. FORCE MAJEURE. Neither party hereto shall be in default by reason of any failure of its performance under this Agreement is such
failure results, whether directly or indirectly, from fire, explosion, strike, freight embargo, act of God, act of the public enemy, war,
civil disturbance, act of government, de jure or de facto, or any agency or official thereof, labor shortage, transportation contingencies,
unusually severe weather, default of manufacturer or a supplier or subcontractor, quarantine, restriction epidemic, or catastrophe, lack
of timely instructions or essential information from the other party. The occurrence of any event enumerated herein shall extend
performance required under this Agreement by the amount of delay occasioned by such occurrence.
8. INFRINGEMENT. DI will defend, at its own expense, any action brought against Purchaser to the extent that such action is based on
a claim that the System, including the Hardware as described in Article 3, Paragraph 1 and the software as described in Article 4,
Paragraph 1, or any part thereof, infringes any patent or copyright, or constitutes misappropriation or unauthorized use of any person's
trade secret. DI shall indemnify and hold Purchaser harmless from all damages, costs, and expenses arising from such claims, provided
that Purchaser notifies DI in writing within 10 days from the date such claim is asserted. DI shall have the sole right to control the
1. Purchaser shall pay DI for the System, including training thereon, training manuals, and shipping charges the sum of S16,700.00,
exclusive of taxes. Payment shall be made as follows:
A. $8,350.00 shall be paid to DI contemporaneously with the execution of this Agreement.
B. 58,350.00 shall be paid to DI upon delivery of the equipment and software identified in Schedule A at Purchaser's premises and
notification to Purchaser by DI that the System conforms to Specifications.
2. MAINTENANCE. Purchaser agrees to pay a monthly maintenance charge for the maintenance services provided by DI under this
Agreement. The first payment shall be due on the first day of the month following the delivery of the completed System and shall
contain the pro rata monthly amount due from the date of delivery to the end of the month in which delivery occurs, plus the
following month payable in advance. Thereafter each monthly payment shall be due on the first day of each succeeding month payable
in advance. The monthly charge for the first twelve months shall be one percent (1%) of the total System cost. The monthly charge
is subject to change on the anniversary date of delivery of the completed System, but in no event shall the percentage change in the
monthly charge exceed fifteen (15) percent.
defense, negotiations, settlement and compromise of any such action. If the System and /or Software becomes, or in DI's opinion is likely
to become, the subject of such a claim, DI may, at its option, either (1) obtain for Purchaser the right to continue using such System
and /or Software; (2) replace such System and /or Software with a non - infringing System and /or Software; or (3) modify such System
and /or Software to make it non - infringing, so long as such replacement or modification is functionally equivalent in capability and
performance to the then - existing System and /or Software. If DI or Purchaser learns or should have reasonably learned that such art
action has been filed or threatened against DI or Purchaser, DI or Purchaser, as the case may be, shall notify the other party promptly
in writing. DI shall not be liable for, and Purchaser shall indemnify DI against, damages arising from use of the System and /or
Software by Purchaser more than 10 days after Purchaser has learned or been notified of such a filed or threatened action. In no
event shall DI be liable for special, consequential or punitive damages arising from such a filed or threatened action. The foregoing
states the entire liability of DI to Purchaser with respect to infringement of any patent or copyright or any misappropriation or
unauthorized use of another person's trade secret. DI shall not be liable to Purchaser if any claim of patent or copyright infringement,
or claim of misappropriation or unauthorized use of another person's trade secret, is based upon the use of the System and /or Software,
or any part of either, in connection with equipment or software not delivered or licensed by DI, or in a manner for which the System
and /or Software or any part of either, has been modified by or for Purchaser. Purchaser agrees to indemnify DI for damages, costs,
and expenses arising from a claim of patent or copyright infringement or misappropriation of trade secrets, which claim results, in whole
or in part, from incorporation of Purchaser's designs, hardware, software, or specifications into the System.
9. TAXES, SHIPPING AND INSURANCE. Purchaser shall pay all taxes arising out of this Agreement, except for taxes levied upon the
net income of DI. DI agrees to pay shipping charges. Purchaser agrees that no common carrier whose services are retained by DI
shall be the agent of DI.
10.RISK OF LOSS. Risk of loss as to the System or any part thereof shall pass to Purchaser upon delivery. Damage to the system in
the possession of Purchaser shall be the responsibility of the Purchaser.
ARTICLE 2 - PAYMENT
ARTICLE 3 - HARDWARE
1. PURCHASE. The System shall include the hardware and equipment identified in Schedule A, included herein, and hereby incorporated
by reference, hereinafter refeared to as "Hardware ".
2. TITLE. Title to said Hardware shall transfer to Purchaser upon payment to DI of the total sum set forth in Article 2, Paragraph I.
ARTICLE 4 - SOFTWARE
1. SPECIFICATIONS. The system shall include software to meet the Technical Specifications applicable at time of Agreement, hereinafter
referred to as "Software" or "DI Software". A copy of the Technical Specifications is attached hereto as Exhibit 1.
2. DI SOFTWARE LICENSE GRANT. DI hereby grants to License a nontransferable and nonexclusive license for the use and possession
of the DI Software in object code form only. Said license is granted under the terms and conditions set forth herein.
A. Licensee agrees that DI retains ownership rights to the DI software, and that Licensee acquires no title to the DI Software, nor any
other interest in the DI Software, other than the right to use and possess the DI Software in accordance with the terms and conditions
of this Agreement. All rights not explicitly granted to Licensee are retained by DL Licensee also agrees not to make any copies or
reproductions of the DI Software other than one copy to be used by Licensee as a back -up for emergency situations.
B. The DI Software may be used only in connection with the ROADRUNNER units purchased from DI under this Agreement or in the
future. Licensee may purchase additional ROADRUNNER units from DI, and may use the DI Software with such units.
C. The DI Software on the DATASWITCH is warranted by DI to operate only on an IBM Personal Computer. In the event Purchaser
supplies any Personal Computer other than IBM as the DATASWITCH, DI makes no representations as to System performance, and
Purchaser agrees to make all payments to DI in accordance with ARTICLE 2, Paragraph 1.
D. For the purpose of inspection to determine Licensee's compliance with the terms and conditions of this Agreement, Licensee hereby
grants DI the right, during regular business hours, and in compliance with established security procedures to enter Licensee's premises
where the DI Software is located.
E. Licensee shall not use the DI Software in service bureau and /or timesharing operations. Licensee shall only use the DI Software to
perform Licensee's work; and Licensee shall not permit anyone but Licensee's employees to use the DI Software.
F. Licensee agrees that it shall not attempt to or actually sell, give, lend, lease, convey, transfer, license, sublease, provide, or in any other
manner transfer any of its rights in the DI Software, whether or not modified.
ARTICLE 5 - SYSTEM TRAINING
DI shall provide Purchaser three (3) days of System training at Purchaser's location. All travel and living expenses are at DI's expense.
ARTICLE 6 - WARRANTIES
1. DI warrants that the System on the date of delivery to Purchaser shall conform to the Technical Specifications. The exclusive remedy
for breach of this warranty shall be repair or replacement as to nonconforming hardware, at DI's option; and the provision of conforming
software, as to nonconforming software.
2. DISCLAIMER OF WARRANTY AND LIMITATIONS OF REMEDIES. Purchaser understands and agrees as follows:
A. THE EXPRESS WARRANTIES AS SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, AND ALL SUCH OTHER WARRANTIES ARE HEREBY DISCLAIMED AND EXCLUDED BY DI.
B. DI SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DELAY IN FURNISHING HARDWARE, PRODUCTS,
SERVICES, SOFIWARE OR ANY OTHER PERFORMANCE UNDER OR PURSUANT TO THIS AGREEMENT.
C. THE SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF ANY AND ALL WARRANTIES AND THE SOLE REMEDIES FOR DI'S
LIABILITY OF ANY KIND (INCLUDING LIABILITY FOR NEGLIGENCE) WITH RESPECT TO THE SYSTEM, HARDWARE, PRODUCTS,
SERVICES AND SOFTWARE COVERED BY THIS AGREEMENT AND ALL PERFORMANCE BY DI UNDER OR PURSUANT TO THIS
AGREEMENT, WILL BE LIMITED TO THE REMEDIES SET FORTH IN THIS ARTICLE EXCEPT AS PROVIDED IN ARTICLE 1,
PARAGRAPH 8 (INFRINGEMENT).
D. IN NO EVENT SHALL DI'S LIABILITY OF ANY KIND INCLUDE ANY SPECIAL INCIDENTAL, CONSEQUENTIAL OR PUNITIVE
DAMAGES, EVEN IF DI SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE.
ARTICLE 7 - MAINTENANCE
DI agrees to provide maintenance services on the System subject to the terms and conditions set forth herein and upon receipt of the
monthly maintenance charge as provided for in ARTICLE 2, Paragraph 2.
1. DESCRIPTION. Telephone response time from DI shall be within two hours of trouble call. The ROADRUNNER and all equipment
identified in Schedule A except DATASWITCH, are to be maintained at DI's headquarters. DI shall retum repaired ROADRUNNER
equipment to Purchaser within three working days or less after receipt by DI.
2. SCOPE. DI shall keep the Hardware and the DI Software in good working order. Maintenance services shall include:
A. Preventive Hardware maintenance as is generally provided by the equipment manufacturers.
B. Software maintenance, including providing Purchaser with such revisions, updates and improvements in the DI Software as DI generally
makes available to licensees of the DI Software; and
C. Remedial maintenance of both the Hardware and DI Software.
3. PERFORMANCE OF MAINTENANCE. Purchaser agrees that DI may subcontract Hardware maintenance services under this Agreement.
4. EXCLUSIONS. Maintenance services shall not include:
A. Electrical work external to the Hardware or maintenance of accessories, alterations, attachments or other devices not furnished by DI;
B. Repair of damage or increase in service time caused by accident, transportation, neglect or misuse and alterations (which shall include,
but not be limited to, any deviation from circuit or structural machine design as provided by DI);
C. Repair of damage or increase in service time attributable to the use of the Hardware for other than data processing purposes for which
designed;
D. Furnishing platens, supplies or accessories; painting or refinishing the machines or furnishing material therefore; making specification
changes or performing services connected with relocation of machines; or adding or removing accessories, attachments or other devices.
1. In the event Purchaser fails to perform any non - monetary obligation in accordance with the terms and conditions of this Agreement
and DI notifies Purchaser in writing of the details of said failure of performance, then DI may, at its option, terminate this Agreement
if Purchaser fails to cure said deficiencies in performance within ten (10) clays of its receipt of said notice.
2. Licensee may terminate its license of the DI Software upon sixty (60) days written notice to DL
3. In the event either party terminates this Agreement or the license of DI Software, or should Purchaser fail to make any monthly
payment for maintenance, all licenses granted under this Agreement shall be terminated, and Purchaser shall, within fifteen days
following such termination, return to DI the DI Software in whatever form retained, and all copies of DI Software documentation.
Purchaser shall certify in writing to DI that Purchaser has so returned the DI Software documentation to DI.
DATAMATIC, INC.
BY: Philip T. Masters
TITLE: Chief F cial Officer
GNATURE
ARTICLE 8 - TERMINATION
SCHEDULE A
HARDWARE, SOFTWARE, AND TRAINING SCHEDULE
QUANTITY DESCRIPTION
3 ROADRUNNER Spirit 128IB Hand -Held Terminals
1 Four - Slot Branch Rack for communication and battery recharging
RouteStar 3000 Software Package
System Implementation /Training On -Site (3 days)
PURCHASER
BY . Mike Robinson
TITLE: May nrr
SIGNATURE
PRICE
$8,700.00
$1,000.00
$3,500.00
$3,500.00
B tamatic, inc.
April 26, 1990
Mr. David Kautz
City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Dear David:
RECEIVED APR 3
l4 9lo R
Attached is a copy of the RouteStar Purchase, License and Maintenance Agreement.
I have made the change to Article 1, Paragraph 5, relating to governing law and it
now reflects Williamson County as the county in which the contract is enforceable.
Regarding your request for quarterly payments, I would prefer to leave the contract
unchanged as the base agreement between us. By this letter I am offering the City
of Round Rock a quarterly payment or annual payment option utilizing a 5%
discount on a present value basis in lieu of the monthly payments provided for in
the contract. Assuming the system is ready for use on June 1, 1990 you may pay
$392.72 on June 1, 1990 for the maintenance period beginning June 1 and ending
August 31, 1990 in lieu of monthly payments of $132.00 due on June 1, July 1 and
August 1, 1990. If you elect the annual option, we will provide one year of
maintenance beginning June 1, 1990 in the example for $1,541.92 which would be due
June 1, 1990.
It is my understanding that Datamatic can supply a cashiers check in the amount of
10% of the bid price in lieu of the performance bond.
You have requested that we reference the Request for Proposal and our response as
part of the purchase agreement. _ Upon review of the Request for Proposal I noted
it requires that the vendor supply source code, something which we do not provide
to any of our customers for copyright control purposes. I cannot include this
reference for this reason. The only document that is included for the purposes of the
agreement is the Technical Specification.
Please call me if you have any questions.
Sincerely,
Philip r Masters
Chief Financial Officer
Datamatic Plaza • 2121 North Glenville Drive • Richardson, Texas 75082 -4391 • (214) 234 -5000
ROUTESTAR PURCHASE, LICENSE AND MAINTENANCE AGREEMENT
•
This RouteStar Purchase, License and Maintenance Agreement (hereinafter "Agreement") is made on this day of 1990
by and between DATAMATIC, INC., a Texas corporation, located at 2121 North Glenville Drive, Richardson, Texas 75082 (hereinafter
referred to as "DI "), and the City of Round Rock, Texas, a municipal corporation, doing business at 221 East Main Street, Round Rock,
Texas 78664 (hereinafter referred to as "Purchaser and /or Licensee ").
RECITALS
A. WHEREAS DI sells computer hardware and licenses, in object form only, proprietary computer software as a system, hereinafter referred
to as "System" and provides maintenance on the System; and
B. WHEREAS Purchaser desires to acquire the System and maintenance from DI;
IN CONSIDERATION of the payment of the deposit, the terms and conditions of this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
ARTICLE 1 - GENERAL TERMS
1. ASSIGNMENT. The rights and duties of the respective parties may be assigned only with the prior written consent of the nonassigning
party.
2. PROPRIETARY INFORMATION.
A. Definitions. As used herein, the term "Proprietary Information" shall mean and include DI's software, software specifications, and
software routines (including without limitation the display routines, the routines permitting alteration in direction and sequence, and
interface routines permitting the communication of data over telephone lines), DI's keyboard layout, and the prompting sequences
embodied in DI's software. This definition shall extend to Proprietary Information in whatever form such Proprietary Information
may be embodied, including but not limited to source code, object code, System documentation, System specifications, flow charts and
diagrams, photographic representations, and variations made to DI Software at the request of Purchaser and special adaptations whether
designed by Purchaser or DI, or as the result of the joint effort of DI and Purchaser.
The term "Proprietary Information" shall not extend to any information, or any embodiment of information, which has become general
public knowledge or is generally known in the trade.
B. Protection of Proprietary Information. The parties hereto agree that all Proprietary Information disclosed by DI to Purchaser in
connection with this Agreement constitutes the trade secrets and /or confidential information of DI, and shall be held in trust and
confidence by Purchaser. Purchaser agrees to take reasonable steps to ensure the secrecy of the Proprietary Information of DI; such
reasonable steps shall include, but are not limited to, the adoption of reasonable security procedures, and notification in writing to
persons having access to the Proprietary Information that the Proprietary Information embodies the trade secrets and confidential
information of DI, and is not to be used or disclosed without proper authorization from DL
3. TRADE NAMES. Purchaser acknowledges that ROUTESTAR, DATASWITCH, and ROADRUNNER are proprietary trade names of DL
4. ENTIRE AGREEMENT. It is agreed that this Agreement and the Exhibits attached hereto and made a part hereby embody the entire
agreement of the parties in relation to the subject matter hereunder, and that there is no other oral or written agreement or
understanding between the parties at the time of execution pertaining to the subject matter of this Agreement. This Agreement shall
not be modified except by the written agreement of all parties hereto.
5. GOVERNING LAW. The parties hereto agree that this Agreement is accepted, entered into and enforceable in Williamson County, Texas.
This Agreement shall be governed by the laws of the State of Texas. To the extent that there is to be a delivery or performance of
services in connection with the sale of goods under this Agreement, such services will be deemed "goods" within the definition of the
Uniform Commercial Code.
6. LEGAL CONSTRUCTION. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be
invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof,
and this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had never been contained herein.
7. FORCE MAJEURE. Neither party hereto shall be in default by reason of any failure of its performance under this Agreement is such
failure results, whether directly or indirectly, from fire, explosion, strike, freight embargo, act of God, act of the public enemy, war,
civil disturbance, act of government, de jure or de facto, or any agency or official thereof, labor shortage, transportation contingencies,
unusually severe weather, default of manufacturer or a supplier or subcontractor, quarantine, restriction epidemic, or catastrophe, lack
of timely instructions or essential information from the other party. The occurrence of any event enumerated herein shall extend
performance required under this Agreement by the amount of delay occasioned by such occurrence.
8. INFRINGEMENT. DI will defend, at its own expense, any action brought against Purchaser to the extent that such action is based on
a claim that the System, including the Hardware as described in Article 3, Paragraph 1 and the software as described in Article 4,
Paragraph 1, or any part thereof, infringes any patent or copyright, or constitutes misappropriation or unauthorized use of any person's
trade secret. DI shall indemnify and hold Purchaser harmless from all damages, costs, and expenses arising from such claims, provided
that Purchaser notifies DI in writing within 10 days from the date such claim is asserted. DI shall have the sole right to control the
defense, negotiations, settlement and compromise of any such action. If the System and /or Software becomes, or in DI's opinion is likely
to become, the subject of such a claim, DI may, at its option, either (1) obtain for Purchaser the right to continue using such System
and /or Software; (2) replace such System and /or Software with a non - infringing System and /or Software; or (3) modify such System
and /or Software to make it non - infringing, so long as such replacement or modification is functionally equivalent in capability and
performance to the then - existing System and /or Software. If DI or Purchaser learns or should have reasonably learned that such an
action has been filed or threatened against DI or Purchaser, DI or Purchaser, as the case may be, shall notify the other party promptly
in writing. DI shall not be liable for, and Purchaser shall indemnify DI against, damages arising from use of the System and /or
Software by Purchaser more than 10 days after Purchaser has teamed or been notified of such a filed or threatened action. In no
event shall DI be liable for special, consequential or punitive damages arising from such a filed or threatened action. The foregoing
states the entire liability of DI to Purchaser with respect to infringement of any patent or copyright or any misappropriation or
unauthorized use of another person's trade secret. DI shall not be liable to Purchaser if any claim of patent or copyright infringement,
or claim of misappropriation or unauthorized use of another person's trade secret, is based upon the use of the System and /or Software,
or any part of either, in connection with equipment or software not delivered or licensed by DI, or in a manner for which the System
and /or Software or any part of either, has been modified by or for Purchaser. Purchaser agrees to indemnify DI for damages, costs,
and expenses arising from a claim of patent or copyright infringement or misappropriation of trade secrets, which claim results, in whole
or in part, from incorporation of Purchaser's designs, hardware, software, or specifications into the System.
9. TAXES, SHIPPING AND INSURANCE. Purchaser shall pay all taxes arising out of this Agreement, except for taxes levied upon the
net income of DI. DI agrees to pay shipping charges. Purchaser agrees that no common carrier whose services are retained by DI
shall be the agent of DL
10.RiSK OF LOSS. Risk of loss as to the System or any part thereof shall pass to Purchaser upon delivery. Damage to the system in
the possession of Purchaser shall be the responsibility of the Purchaser.
ARTICLE 2 - PAYMENT
1. Purchaser shall pay DI for the System, including training thereon, training manuals, and shipping charges the sum of 516 700.00,
exclusive of taxes. Payment shall be made as follows
A $8,350.00 shall be paid to DI contemporaneously with the execution of this Agreement.
B. $8,350.00 shall be paid to DI upon delivery of the equipment and software identified in Schedule A at Purchaser's premises and
notification to Purchaser by DI that the System conforms to Specifications.
2. MAINTENANCE. Purchaser agrees to pay a monthly maintenance charge for the maintenance services provided by DI under this
Agreement. The first payment shall be due on the first day of the month following the delivery of the completed System and shall
contain the pro rata monthly amount due from the date of delivery to the end of the month in which delivery occurs, plus the
following month payable in advance. Thereafter each monthly payment shall be due on the first day of each succeeding month payable
in advance. The monthly charge for the first twelve months shall be one percent (1 %) of the total System cost. The monthly charge
is subject to change on the anniversary date of delivery of the completed System, but in no event shall the percentage change in the
monthly charge exceed fifteen (15) percent. ,
ARTICLE 3 - HARDWARE
1. PURCHASE. The System shall include the hardware and equipment identified in Schedule A, included herein, and hereby incorporated
by reference, hereinafter referred to as "Hardware ".
2. TITLE. Title to said Hardware shall transfer to Purchaser upon payment to DI of the total sum set forth in Article 2, Paragraph 1.
ARTICLE 4 - SOFTWARE
1. SPECIFICATIONS. The system shall include software to meet the Technical Specifications applicable at time of Agreement, hereinafter
referred to as "Software" or "DI Software". A copy of the Technical Specifications is attached hereto as Exhibit 1.
2. DI SOFTWARE LICENSE GRANT. DI hereby grants to License a nontransferable and nonexclusive license for the use and possession
of the DI Software in object code form only. Said license is granted under the terms and conditions set forth herein.
A. Licensee agrees that 01 retains ownership rights to the DI software, and that Licensee acquires no title to the DI Software, nor any
other interest in the DI Software, other than the right to use and possess the DI Software in accordance with the terms and conditions
of this Agreement. All rights not explicitly granted to Licensee are retained by DL Licensee also agrees not to make any copies or
reproductions of the DI Software other than one copy to be used by Licensee as a back -up for emergency situations.
B. The DI Software may be used only in connection with the ROADRUNNER units purchased from DI under this Agreement or in the
future. Licensee may purchase additional ROADRUNNER units from DI, and may use the DI Software with such units.
C. The DI Software on the DATASWITCH is warranted by DI to operate only on an IBM Personal Computer. In the event Purchaser
supplies any Personal Computer other than IBM as the DATASWITCH, DI makes no representations as to System performance, and
Purchaser agrees to make all payments to DI in accordance with ARTICLE 2, Paragraph 1.
D. For the purpose of inspection to determine Licensee's compliance with the terms and conditions of this Agreement, Licensee hereby
grants DI the right, during regular business hours, and in compliance with established security procedures to enter Licensee's premises
where the DI Software is located.
E. Licensee shall not use the DI Software in service bureau and /or timesharing operations. Licensee shall only use the DI Software to
perform Licensee's work; and Licensee shall not permit anyone but Licensee's employees to use the DI Software.
F. Licensee agrees that it shall not attempt to or actually sell, give, lend, lease, convey, transfer, license, sublease, provide, or in any other
manner transfer any of its rights in the DI Software, whether or not modified.
ARTICLE 5 - SYSTEM TRAINING
DI shall provide Purchaser three (3) days of System training at Purchaser's location. All travel and living expenses are at DI's expense.
ARTICLE 6 - WARRANTIES
1. DI warrants that the System on the date of delivery to Purchaser shall conform to the Technical Specifications. The exclusive remedy
for breach of this warranty shall be repair or replacement as to nonconforming hardware, at DI's option; and the provision of conforming
software, as to nonconforming software.
2. DISCLAIMER OF WARRANTY AND LIMITATIONS OF REMEDIES. Purchaser understands and agrees as follows
A. THE EXPRESS WARRANTIES AS SET FORTH IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, AND ALL SUCH OTHER WARRANTIES ARE HEREBY DISCLAIMED AND EXCLUDED BY DL
B. DI SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY DELAY IN FURNISHING HARDWARE, PRODUCTS,
SERVICES, SOFTWARE OR ANY OTHER PERFORMANCE UNDER OR PURSUANT TO THIS AGREEMENT.
C. THE SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF ANY AND ALL WARRANTIES AND THE SOLE REMEDIES FOR DI'S
LIABILITY OF ANY KIND (INCLUDING LIABILITY FOR NEGLIGENCE) WITH RESPECT TO THE SYSTEM, HARDWARE, PRODUCTS,
SERVICES AND SOFTWARE COVERED BY THIS AGREEMENT AND ALL PERFORMANCE BY DI UNDER OR PURSUANT TO THIS
AGREEMENT, WILL BE LIMITED TO THE REMEDIES SET FORTH IN THIS ARTICLE EXCEPT AS PROVIDED IN ARTICLE 1,
PARAGRAPH 8 (INFRINGEMENT).
D. IN NO EVENT SHALL DI'S LIABILITY OF ANY KIND INCLUDE ANY SPECIAL INCIDENTAL, CONSEQUENTIAL OR PUNITIVE
DAMAGES, EVEN IF DI SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE.
ARTICLE 7 - MAINTENANCE
DI agrees to provide maintenance services on the System subject to the terms and conditions set forth herein and upon receipt of the
monthly maintenance charge as provided for in ARTICLE 2, Paragraph 2.
1. DESCRIPTION. Telephone response time from DI shall be within two hours of trouble calL The ROADRUNNER and all equipment
identified in Schedule A except DATASWITCH, are to be maintained at DI's headquarters. DI shall return repaired ROADRUNNER
equipment to Purchaser within three working days or less after receipt by DI.
2. SCOPE. DI shall keep the Hardware and the DI Software in good working order. Maintenance services shall include
A. Preventive Hardware maintenance as is generally provided by the equipment manufacturers.
B. Software maintenance, including providing Purchaser with such revisions, updates and improvements in the DI Software as DI generally
makes available to licensees of the DI Software; and
C. Remedial maintenance of both the Hardware and DI Software.
3. PERFORMANCE OF MAINTENANCE. Purchaser agrees that DI may subcontract Hardware maintenance services under this Agreement.
4. EXCLUSIONS. Maintenance services shall not include:
A. Electrical work extemal to the Hardware or maintenance of accessories, alterations, attachments or other devices not furnished by DI;
B. Repair of damage or increase in service time caused by accident, transportation, neglect or misuse and alterations (which shall include,
but not be limited to, any deviation from circuit or structural machine design as provided by DI);
C. Repair of damage or increase in service time attributable to the use of the Hardware for other than data processing purposes for which
designed;
D. Furnishing platens, supplies or accessories; painting or refinishing the machines or furnishing material therefore; making specification
changes or performing services connected with relocation of machines; or adding or removing accessories, attachments or other devices.
1. In the event Purchaser fails to perform any non - monetary obligation in accordance with the terms and conditions of this Agreement
and DI notifies Purchaser in writing of the details of said failure of performance, then DI may, at its option, terminate this Agreement
if Purchaser fails to cum said deficiencies in performance within ten (10) days of its receipt of said notice.
2. Licensee may terminate its license of the DI Software upon sixty (60) days written notice to DI.
3. In the event either party terminates this Agreement or the license of DI Software, or should Purchaser fail to make any monthly
payment for maintenance, all licenses granted under this Agreement shall be terminated, and Purchaser shall, within fifteen days
following such termination, return to DI the DI Software in whatever form retained, and all copies of DI Software documentation.
Purchaser shall certify in writing to DI that Purchaser has so returned the DI Software documentation to DI.
DATAMATIC, INC.
BY: Philip i. Masters
TITLE: Chief Financial Officer
SIGNATURE
ARTICLE 8 - TERMINATION
PURCHASER
By Mike Robinson
T1TLR Maynr
SIGNATURE
SCHEDULE A
HARDWARE, SOFTWARE, AND TRAINING SCHEDULE
QUANTITY DESCRIPTION PRICE
3 ROADRUNNER Spirit 128KB Hand -Held Terminals $8,700.00
1 Four -Slot Branch Rack for communication and battery recharging $1,000.00
RouteStar 3000 Software Package $3,500.00
System Implementation /Training On -Site (3 days) $3,500.00
and
ATTEST:
RS05100B
E LAND, City Secretary
RESOLUTION NO. 1444 /U
WHEREAS, the City of Round Rock has duly advertised for bids for
the purchase of hand -held water meter reading devices for use by the
Water Department, and
WHEREAS, Datamatic, Inc. has submitted the lowest and best bid,
WHEREAS, the City Council Wishes to accept the bid of Datamatic,
Inc., and to authorize the purchase of said devices, Now Therefore,
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS,
That the bid of Datamatic, Inc., is hereby accepted as the lowest
and best bid and the purchase of hand -held water meter reading devices
for use by the Water Department is hereby authorized.
RESOLVED this 10th day of May, 1990.
MIKE ROBINSON, Mayor
City of Round Rock, Texas
1
INVESTMENT QUOTATION
FOR THE
CITY OF ROUND ROCK
Quantity Description Unit Price Total Price
3 ROADRUNNER Spirit Hand -Held $2,900.00 $8,700.00
Terminals (128KB) including
NiCad batteries and carrying
straps. (1,200 readings)
Four -Slot Branch Rack
for unattended ROADRUNNER to
PC communications and NiCad
battery recharging.
RouteStar 3000 Software 3,500.00 3,500.00
Package for ROADRUNNER
and PC and license fees.
ROUTESTAR HARDWARE AND SOFTWARE PRICE
System Implementation /Training:
Includes complete support and assistance
during implementation, a three day onsite
training session for all personnel, all
Datamatic expenses, and two copies of
the complete system documentation.
(Ten additional copies of the documentation
can be made by the City of Round Rock.)
1,000.00 1,000.00
$13,200.00
3,500.00
TOTAL SYSTEM PURCHASE PRICE $16,700.00
Maintenance $132.00 /month
Complete system maintenance including both hardware and software is provided for
one percent (1 %) of the total hardware and software price per month. Begins upon
the delivery of the Ready- For -Use Notice.
Page 1
of 1
Order Schedule #
Each
Agreement #
Total
Supp. Sched. No. #
N/A
Tax Exempt Permit #
N/A
Model Number
Description,
Maint. Per Month Sale Price
Each
Total Each
Total
100768 -427
FW60 256K/
PASSPORT Emulation
3 24
72 2400
7,200
105000.000
FL5 6 Unit Loader /Charger
1 18
18 1800
1,860
CB0100
FLSPower Cord
1 N/A
N/A 20
20
00A13101
PC to FL1 /FL5 Data Cable •
1 N/A
N/A 80
80
1 1001
Route Management System
License Fee
1 100
100 4000
4.000
2003
On -Site Services, •
1 Day Training
1 N/A
N/A 1500
1,500
2006
On -Site Services,
3 Day Training
1 N/A
N/A 3000
3.000
8403
Performance Bond
1
198
8404
Freight and Handling
1
50
Monthly Maintenance Fees will
be b lled or
a quarterly basis
30 days prior to the beginning
are due on or before the beginning
of the mairtenance
of the
period and
maintenance period.
190 17,848
Subtotals
� Cuttan.. Allhotesd Spnalue
Rod. Authohed Spnotve
Name (pnD
Nane (p 8 ?)
Tme
Me
Doe
Dote
To:
Customer
Address
City
`State /Pray.
City of Rrn,nri Reek
221 Rant Mnin
Round Rork
TX
•
Z7p
78664
0.00
li
tJ7
;70C -nC -,
. 1,1148.00
c6 Order Schedule
Proposed Order Schedule #8170
tLake City, Utah 84116 801/537 -1717 801/328 -3401 FAX
sissauga, Ontario L4V 1J2 416/673 -7222 416/673 -7436 FAX
ntry '
Country
Delivery Date: 90-120 Days ARO
Ship Whole (Y /N): N
Ship Via:
TIPS
Contact Name: Z mmn Mendoza
Phone #:
512 - 255 -3612
I T0tai Purchase Price of this Order Schedule (all pages)
190 I I 17,848 I
This order is made pursuant to a written agreement executed by each parry hereto. the terms of which are hereby incorporated by reference.
The supplemental schedule (If designated) as well as documents referenced by if, are hereby attached and made a part of this order schedule.
110780A Rev.3 /89
DATE: May 8, 1990
SUBJECT: City Council Meeting, May 10, 1990
ITEM: 13B. Consider a resolution authorizing the Mayor to enter into
a contract to purchase hand held water meter reading
devices.
STAFF RESOURCE PERSON: David Kautz
STAFF RECOMMENDATION: Award Contract to Datamatic, Inc.
In February 1990 the Council approved a computer system for the
Finance and Utility Billing department. Included in the budget
for the system is an amount for the acquisition of Hand Held
Meter Reading Devices. These devices are used by the City's
meter readers to record monthly consumption data from water
meters. The data is then transferred electronically to the
computer billing system where bills are generated.
Three companies offer devices that match with and are supported
by Infocel, the City's Utility Billing software provider. The
City sought proposals for equipment and responses were received
from Datamatic, Inc. and Radix. Summaries of the responses are
attached.
Staff recommends purchase of the Datamatic, Inc. system. The
contract has been examined by the City attorney and the product
and references have been thoroughly checked by staff. A brief
presentation will also be made at the meeting.
SUMMARY
MARY
PRODUCT SOURCE PRICE BUDGET
Roadrunner Spirit Datamatic $16,700 $17,050
Hand Held terminals Inc.
system