2003-069ORDINANCE NO. AW -401
AN ORDINANCE AWARDING A CONTRACT FOR THE PURCHASE OF ROUTEMATCH
SOFTWARE FOR THE LINK SYSTEM AS AWARDED BY THE STATE OF TEXAS
BUILDING AND PROCUREMENT COMMISSION THROUGH THE QUALIFIED
INFORMATION SERVICE VENDOR (QISV) CATALOGUE PROGRAM; PROVIDING FOR
THE EXPENDITURE OF FUNDS THEREFORE; AND PROVIDING AN EFFECTIVE DATE
(FILE 2984 TO ROUTEMATCH SOFTWARE, INC. IN THE AMOUNT OF $38,500).
WHEREAS, the City Council of the City of Denton has heretofore adopted Resolution 92-
019 pursuant to Section 2157.067 of the Texas Government Code and Sections 271.082 and 271.083
of the Texas Local Government Code which authorizes the City to participate in the State Purchasing
Building and Procurement Commission Qualified Information Service Vendor Catalogue Purchase
Method provided for in Subchapter B of Chapter 2157 of the Texas Government Code (the "QISV
Catalogue"); and
WHEREAS, the herein described vendor is a qualified vendor in the QISV Catalogue and the
contract authorized by this ordinance is in the best interests of the City and complies with the
requirements of Subchapter B of Chapter 2157 of the Texas Government Code as a QISV Catalogue
purchase; and
WHEREAS, the City Council has provided in the City Budget for the appropriation of funds
to be used for the purchase of the materials, equipment, supplies or services approved and accepted
herein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The numbered items in the following numbered file for materials, equipment,
supplies, or services, shown in the "File" listed hereon, and on file in the office of the Purchasing
Agent, are hereby approved:
FILE
NUMBER VENDOR AMOUNT
2984 RouteMatch Software, Inc. $ 38,500
SECTION 2. By the acceptance and approval of the above numbered items set forth in the
attached purchase orders, the City accepts the offer of the persons submitting the bids to the Building
and Procurement Commission for such items and agrees to purchase the materials, equipment,
supplies or services in accordance with the terms, conditions, specifications, standards, quantities
and for the specified sums contained in the bid documents and related documents filed with the
Services Commission, and the purchase orders issued by the City.
SECTION 3. Should the City and persons submitting approved and accepted items set forth
in the attached purchase orders wish to enter into a formal written agreement as a result of the City's
ratification of bids awarded by the General Services Commission, the City Manager or his
designated representative is hereby authorized to execute the written contract; provided that the
written contract is in accordance with the terms, conditions, specifications and standards contained in
the Proposal submitted to the General Services Commission, quantities and specified sums contained
in the City's purchase orders, and related documents herein approved and accepted.
SECTION 4. By the acceptance and approval of the above numbered items set forth in the
subject purchase orders, the City Council hereby authorizes the expenditure of funds therefor in the
amount and in accordance with the approved purchase orders or pursuant to a written contract made
pursuant thereto as authorized herein.
SECTION 5. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this /7 day of 2003.
«A~ /90J,
EULINE BROCK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
0
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY„ CITY ATTORNEY
BY: vl s0
ORIGINAL
SOFTWARE LICENSE AND SERVICES AGREEMENT
THIS SOFTWARE LICENSE AND SERVICES AGREEMENT (the "Agreement") is
made and entered into effective as of 4( , 2003 (the "Effective Date"), by and
between ROUTEMATCH SOFTWARE, INC., a Georgia corporation ("RouteMatch") and the
City of Denton ("Licensee"), a ~kup,, t (u p t k) organized under the laws of the State of Texas
(hereinafter each may be referred to as a "Pa or collectively as the "Parties").
WHEREAS, RouteMatch is the owner of the Software (as defined below) which is
licensed to Licensee under and pursuant to the terms of this Agreement, including Exhibit A this
Agreement ("Exhibit A" respectively), which are attached hereto and incorporated herein by
reference;
WHEREAS, RouteMatch is the provider of certain services related to the installation,
data setup, training and technical support associated with the use of Software; and,
WHEREAS, Licensee desires to obtain a license to use the Software solely in its business
operations and to obtain the package services described herein, all on the terms and conditions set
forth in this Agreement.
NOW, THEREFORE, for and in consideration of the premises and mutual covenants set
forth herein, and other good and valuable consideration, the receipt and legal sufficiency of which
are hereby acknowledged, the Parties hereto agree as follows:
1. License to Use Software. In consideration of the payment of the license fees and other
fees and expenses set forth herein, RouteMatch grants to Licensee a nonexclusive,
nontransferable, perpetual (subject to termination as provided below) license for the authorized
number of Concurrent Users (as provided in Section 4 below or in an Amendment to this
Agreement signed by the Parties) to use the Software described in Section 2 below (the
"Software") in machine readable form and the accompanying user documentation identified in
Section 3 below subject to the terms and conditions of this Agreement, including Exhibit A.
2. Description of the Licensed Software. The term "Software" means Release Level 1
of the RouteMatch TS Software, which is further described herein.
3. Documentation. RouteMatch will provide to Licensee the following user
documentation relating to the Software (the "Documentation"), and a license to use the
Documentation: one (1) hard copy of the Users Manual will be provided to Licensee upon
installation of the Software, and one (1) digital copy of the Users Manual will be provided to
Licensee in Adobe Acrobat PDF format after installation of the Software.
4. Maximum Number of Concurrent Users Licensed to Use the Software. Licensee
may not, and agrees that it will not, have more than four (4) of its employees or computers
accessing and/or using the Software at any point in time ("Concurrent Users").
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5. Software License Fees. Licensee shall pay to RouteMatch each of the following
license fees:
(a) License Fee: $22,500
Fee for 4 Concurrent Users:
(As per Section 4 above)
Licensee shall pay fifty (50%) percent of the above Base and Concurrent User
License Fees upon execution of this Agreement by the Parties, forty (40%) percent of such Fees
upon completion of the installation of the Software at Licensee's business location, and the
remaining ten (10%) percent when the Software substantially conforms in all material respects to
the specifications set forth in Exhibit B.
6. RouteMatch Services and Licensee's Responsibilities.
(a) Purchase of Package Services. During the Support Term (as defined
below) of this Agreement, Licensee agrees to purchase from RouteMatch, and RouteMatch agrees
to provide to Licensee under the terms of this Agreement, the installation, GIS data setup, data
conversion management, training and technical support services described collectively as the
"Package Services" in Section 7 below at the prices, fees and expenses as set forth in Section 8
for those services. The aforementioned services, along with any additional or elective services
that Licensee agrees to purchase and RouteMatch agrees to provide and sell to Licensee as
provided herein shall be referred to collectively as the "Services".
(b) Support Term. The obligations of the Parties under and pursuant to
Section 6 of this Agreement shall become effective as of the Effective Date and shall remain in
effect for a period of twelve (12) months thereafter (the "Initial Support Term"); provided,
however, that the Parties' obligations under Section 6 of this Agreement shall be automatically
extended for additional twelve (12) months periods (each a "Renewal Support Term") on the
anniversary date of the Effective Date of this Agreement, unless either Party provides the other
Party with at least sixty (60) days written notice of non-renewal prior to the end of the Initial
Support Term or any Renewal Support Term, as applicable. The Initial Support Term together
with any Renewal Support Term shall be the "Support Term" of this Agreement. Provided and so
long as Licensee is not in breach of or default under this Agreement or this Agreement has not
been terminated pursuant to Section 7 of Exhibit A, and subject to RouteMatch's right to increase
its fees or rates as provided herein, RouteMatch shall agree that it will offer to provide annual
technical support services to Licensee for a period of five (5) years from the Effective Date unless
Licensee has not renewed the Support Term.
(c) Right to Suspend Services. In the event that and so long as Licensee is in
breach of or default under the terms or conditions of this Agreement, RouteMatch may, in its sole
discretion, suspend performance of any of its obligation to provide any of the Services to
Licensee under this Agreement.
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7. Package Services to be Purchased by Licensee and Provided by RouteMatch. In
consideration for the Licensee's payment of the fees and reimbursement of expenses as described
in Section 8 below or as otherwise agreed in writing signed by the Parties, RouteMatch shall
provide the following "Package Services" to Licensee:
(a) Initial Installation, Set-up, Data Conversion Management, and Training
(1) Pre-hnstallation and Installation. RouteMatch will (i) provide project
management and pre-install operations review services, (ii) if
Licensee licenses GIS software from RouteMatch, create a GIS base
map for Licensee's use for Licensee's one county (Denton) service
area to be used for customer location, distribution location, vehicle
scheduling and routing, and (iii) install the Software in the computer
network described in Section 11 below.
(2) GIS Data Selo. RouteMatch will, if applicable, set up the GIS data
for Licensee's service area and incorporate it into the Software.
(3) Data Conversion Management. If Licensee is responsible for data
conversion, RouteMatch will assist Licensee by periodically
monitoring Licensee's data conversion and providing advice to assist
in the proper conversion of data.
(4) Training. RouteMatch will provide 10 days of training services for
Licensee's representatives, to be conducted by one (1) representative
of RouteMatch at Licensee's location of installation. The first 3 days
will consist of initial on-site system administration and user/data
entry training, which will occur in connection with, and at the time
of the installation of, the Software. The next 5 days will consist of
on-site Software user and report training, which training will cover
such matters as operational and reporting functionality and refining
parameters and operational work rules. This training will be provided
approximately 3 to 5 weeks after the Software installation, in order
to provide time for the necessary client and trip data, as well as the
recurring or standing order data, to be entered into the system by
Licensee's representatives. Finally, RouteMatch will provide the
"Go Live" Support, 2 days, which will consist of support in real-
time, live operations, in order to verify the accuracy of the client and
trip data.
(b) Annual Technical Support Services. During the Support Term, RouteMatch
will provide technical support by telephone only to representatives of Licensee. For the Initial
Support Term and for all Renewal Support Terms, Licensee shall pay the annual technical
support fees as set forth in Section 8 below. Annual technical support will include and be
provided as follows: hours of technical support are from 9 a.m. until 6 p.m. Eastern Standard
Time on weekdays other than holidays, through the toll-free hotline of RouteMatch.
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RouteMatch's website will also have a bulletin board, user groups and on-line forums for its
users. During each year of this Agreement, RouteMatch will allow one (1) representative of
Licensee to attend RouteMatch's annual conference, free of any participation fees. Licensee's
representatives will be responsible for all travel, lodging, meals and other expenses for attendance
at such conferences.
(c) Data Conversion. RouteMatch will convert 80% of Licensee's customer and
address data into the software. The remaining 20% will be entered by the Licensee during and in
part of the training program. Licensee agrees to provide the following information/data in
electronic format (Excel or Access). The specific fields to be converted into the software are
Name, Address, Mobility Type, Sex, and Phone Number.
8. Package Service Fees and Expenses.
(a) Licensee shall pay the following package service fees to RouteMatch:
(1)
Project Management Fee:
$ 500
(2)
Geo Coding & Geo-File Prep.
$ 500
(3)
GIS Data Setup Fee: Included in above License
Fees (Section 5a)
(4)
Data Conversion Fee:
$ 500
(5)
Installation/Training Fees:
$ 8,000
(6)
"Go-Live Support"
$ 2,000
(7)
Annual Technical Support Fees:
$ 4,500
90 day warranty (Fees may be increased by
ten (10%) percent each year after
the first year.)
(b) Payment for Services. All pre-installation, installation, data setup, and
training fees shall be and become due ten (10) days from the date of the Invoice. Invoices may be
sent as follows: (i) for pre-installation and installation and GIS setup upon completion thereof, as
applicable; (ii) for data conversion management, 50% upon commencement of data conversion
and 50% upon the earlier to occur of completion of data conversion or two months following
commencement of data conversion; and, (iii) for training, upon completion of a day of training,
based on a prorated basis (training fee divided by total number of training days times the number
of days being invoiced.)
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(c) Expenses. Travel or other expenses reasonably incurred by RouteMatch
or its representatives in connection with the performance of the services described above in
sections 8(a) 5 and 6 are not to exceed $2,750. Travel or other expenses reasonably incurred by
RouteMatch or its representatives in connection with the performance of the services described
above in Section 10 below, the Licensee shall pay and reimburse RouteMatch for all such
expenses, as incurred.
9. Additional or Elective Services. Provided and so long as Licensee is not in breach of
or default under this Agreement, Licensee may purchase and acquire from RouteMatch additional
or elective services at those prices set forth in Section 10 below; provided that any such purchase
shall be evidenced by an Addendum to this Agreement executed by authorized representatives of
both Parties and setting forth the additional or elective services to be purchased by Licensee and
provided by RouteMatch, as well as the prices for such services if other than as provided in
Section 10 below. All such additional or elective services other than the preparation of reports,
shall be provided on an hourly or daily rate basis as set forth in Section 10 below unless the
Parties have executed a Statement of Work setting forth the services, deliverables, schedules,
specifications, acceptance criteria and price (a "Statement of Work"). Any Statement of Work
shall be an Addendum to this Agreement and incorporate the terms and conditions of this
Agreement.
10. Fees for Additional or Elective Services.
(a) In the event that RouteMatch provides additional or elective services to
Licensee at its request, Licensee agrees to pay Licensee for those services at the following rates
or prices, subject to RouteMatch's right to increase as provided below:
Principal-in-Charge $ 150.00/hour
Senior Consultant - Professional Services $ 100.00/hour
Network Administrator - Professional Services $ 100.00/hour
Consultant - Professional Services $ 90.00/hour
Software Trainer $ 80.00/hour
Transportation Analyst $ 60.00/hour
Additional Training for up to 3 persons (per day) $ 1,000
(plus an additional $200 per person over 3 per day)
Additional Consulting
Time and Materials at RouteMatch's then current rates for such services
Additional Data Conversion Fees: $100 per/hour
Additional Reports
Simple $ 1,000
Moderate $ 2,000
Complex $ 3,000
RouteMatch reserves the right to increase each of these rates periodically at its discretion.
(b) Expenses. The Fees, rates and prices set forth in this Section 10 do not
include any expenses of RouteMatch or its independent contractors or representatives incurred in
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connection with the performance of the services described above. Licensee shall pay and/or
reimburse RouteMatch for all such expenses, in addition to the fees set forth above. Licensee
shall pay all fees for additional services and reimburse RouteMatch for all such expenses within
ten (10) days from the date of the invoice for such fees and expenses. Unless otherwise provided
in an Addendum to this Agreement or a Statement of Work, RouteMatch may invoice Licensee
weekly for such services and expenses, and upon completion of reports, as applicable.
11. Licensee's Responsibilities for Providing and Meeting Minimum Facilities and
Computer Requirements. The Software requires, and Licensee is solely responsible for
providing, and will provide, the following minimum components, facilities and computer
configuration standards for use with the Software:
(a) System Requirements - Client Workstation
Operating System (choose one of the following)
• Windows 98
• Windows 98 SE
• Windows NT 4.0 (with Service Pack 1, 2, 3, 4, 5 or 6)
• Windows 2000 (with Service Pack 1 or 2)
Computer Type-PC/rBM compatible
Processor Type-400 MHz or higher Pentium-class processor
RAM-128 MB or higher
Disk Space-500 MB or more of available disk space
Video Card-8 MB accelerated video card capable of displaying
High Color (16 bit) at 1024 x 768 resolution or better
Network Card-100 MB
(b) System Requirements - Server
Operating System (choose one of the following)
Windows NT Server 4.0 (with Service Pack 6a or higher)
Windows 2000 Server (with Service Pack 1 or higher)
Computer Type-PC/IBM compatible
Processor Type-400 MHz or.higher Pentium-class processor
RAM-512 MB or higher
Disk Space-4 GB
Video Card-8 MB accelerated video card capable of displaying High
Color (16 bit) at 1024 x 768 resolution or better
Network Card-100 MB
Modem-56 Kb/s (including dedicated telephone line)
(c) Network Requirements
100 MB Network;
100 MB Hub;
Fully tested and reliable Network cabling;
Correctly configures and tested TCP/IP set-up;
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No other protocols installed (NetBeui, etc.) unless explicitly needed; and,
Internet access via an Internet Service Provider (i.e. Earthlink, etc.).
The Network must be configured properly by an onsite network technician to
ensure reasonable responsiveness before RouteMatch conducts the Software
installation at Licensee's site. (If Licensee requires assistance with Network
Services, please contact RouteMatch at 404-876-5160 or at our hotline number 1-
888-840-8791, or send an email to sales@routematch.com.)
(d) Additional Application System Requirements
Microsoft SQL Server 2000 and applicable Service Packs
pcAnywhere (latest version)
WinZip (latest version)
Microsoft Internet Explorer version 6 (or newer) for Server and Client
Workstations
12. Licensee's Support Responsibilities. Licensee shall provide the following labor support to
RouteMatch:
(a) General: Licensee shall name a point of contact representative (the "Point of
Contact") responsible for all communications between RouteMatch and Licensee throughout the
installation, data conversion, training, and technical support process. The Point of Contact will be
responsible for scheduling all appointments; delivering and receiving all correspondence related
to installation, data conversion, training and technical support questions; and, arranging
communications and support from essential RouteMatch representatives, as requested.
(b) Installation: Licensee agrees that an MSP-certified IT, manager-level
representative, capable of providing RouteMatch administrative access to all computers,
workstations and servers, will be available to assist RouteMatch during the installation period.
Licensee further agrees to provide RouteMatch with one (1) hour of down time per work station
to be equipped with the Software, in which RouteMatch has complete, uninterrupted access to
said work station.
(c) Data Conversion: Licensee is solely responsible for converting all of its business
and other data to be used with the Software unless a description of the data conversion services to
be provided by RouteMatch is set forth in Section 7(b) above and a separate price for such
services is set forth therein.
(d) Trainine: Licensee agrees to make all of its personnel that are considered by
Licensee to be "trainees" on the use of the Software or who are to receive training as part of the
Package Services available for a total of the same five (5) uninterrupted, dedicated eight (8) hour
training days at a mutually agreed upon date, time and location.
(e) Technical Support: During the Support Term, Licensee agrees to follow and
comply with the RouteMatch Customer Support Program provided or communicated to Licensee,
direct all technical support questions and communications through the Point of Contact, and
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provide the necessary and qualified personnel, as requested by RouteMatch, to assist in
completing the technical solution.
13. Notices.
(a) All notices, requests, demands and other communications required or permitted
hereunder shall be in writing and, if mailed by prepaid first class mail or certified mail, return
receipt requested, shall be deemed to have been received on the earlier of the date shown on the
receipt or three (3) business days after the postmarked date thereof and, if sent by facsimile, shall
be followed forthwith by first class mail and shall be deemed to have been received on the next
business day following dispatch and acknowledgment of receipt by the recipient's facsimile
machine. In addition, notices hereunder may be delivered by hand, in which event the notice shall
be deemed effective when delivered, or by overnight courier, in which event the notice shall be
deemed to have been received on the next business day following delivery to such courier. All
notices and other communications under this Agreement shall be given to the Parties hereto at the
following addresses with adequate postage thereon, if applicable, and as follows unless and until
notice of another or different address shall be given as provided herein:
(1) If to RouteMatch:
RouteMatch Software, Inc.
Suite 1400
1349 West Peachtree Street
Atlanta, Georgia 30309
with a copy (which shall not constitute notice) to:
Barclay T. Macon, Jr.
Freisem, Macon, Swann & Malone, LLP
2905 Piedmont Road
Atlanta, Georgia 30305
(2) Ifto Licensee:
Stanley Nixon, Public Transportation Manager
City of Denton
215 E. McKinney St.
Denton, TX 76201
14. Section Headings. Section and other headings contained in this Agreement are for
references only and shall not affect in any way the meaning or interpretation of this Agreement.
15. Governing Law. This Agreement shall be controlled, construed and enforced in
accordance with the substantive laws of the State of Texas, without regard to any laws related to
choice or conflicts of laws.
16. Waiver; Entire Agreement. This Agreement (including Exhibit A) constitutes the
entire agreement among the Parties relating to the subject matter hereof, and supersedes all prior
and contemporaneous negotiations, writings and agreements relating to the subject matter of this
Initials: licensee -
Page 8 of 9
Agreement. The Parties may, by mutual written agreement and in no other manner, modify or
amend the terms of this Agreement. The failure or delay of any Party at any time or times to
require the performance of any provision of this Agreement shall in no manner affect its right to
enforce that provision. No single or partial waiver by any Party of any condition of this
Agreement, or the breach of any term, agreement or covenant of, or the inaccuracy of any
representation or warranty in, this Agreement, whether by conduct or otherwise, in any one or
more instances, shall be construed or deemed to be a further or continuing waiver of any such
condition, breach or inaccuracy or a waiver of any other condition, breach or inaccuracy.
IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the
date first above written.
ROUTEMATCH: LICENSEE:
ROUTEM TCH SOF , ARE, INC. City of n~
I
/ , "Wo"'W/
By:
Name• S Na Michael Conduff
Title: Title: City Manager
Date: Date:
T7
Initials: !+d Licensee-
Page 9 of 9
ORIGINAL
EXHIBIT A
TO SOFTWARE LICENSE AND SERVICES AGREEMENT
BETWEEN ROUTEMATCH SOFTWARE, INC.,
AND THE CITY OF DENTON
The Software and Documentation are licensed to Licensee and the Services are provided
to Licensee under the additional Terms and Conditions set forth in this Exhibit A, the terms of
which are incorporated into and made a part of the Agreement.
1. THE SOFTWARE IS COPYRIGHTED AND LICENSED (NOT SOLD). ROUTEMATCH
DOES NOT SELL OR TRANSFER TITLE TO, OR ANY OWNERSHIP INTEREST IN,
THE SOFTWARE OR DOCUMENTATION TO LICENSEE. LICENSEES LICENSE OF
THE SOFTWARE WILL NOT COMMENCE UNTIL LICENSEE HAS EXECUTED THIS
AGREEMENT AND AN AUTHORIZED REPRESENTATIVE OF ROUTEMATCH HAS
RECEIVED, APPROVED AND EXECUTED A COPY OF IT AS EXECUTED BY
LICENSEE.
2. Updates and Upgrades
(a) For purposes of this Agreement, the term "Updates" refers to fixes and minor
changes to the Software, which are indicated by internal, incremental numeric
changes smaller than "1" unit (i.e. service release 1.1 to 1.2). If and so long as
Licensee has paid in full an annual technical support fee for the then current Support
Term of this Agreement, and Licensee is not otherwise in breach of or default under
the terms of this Agreement, RouteMatch shall, at no additional charge or fee to
Licensee, provide Licensee with all Updates issued and disseminated by RouteMatch.
(b) For purposes of this Agreement, the term "Upgrades" means and refers to major
changes or to a new release of the Software, including without limitation any new
major release of the Software. Upgrades to the Software are normally indicated by
incremental numeric changes as "1" whole units (i.e. service release 1.0 to 2.0). If
and so long as Licensee has paid in full an annual technical support fee for the then
current Support Term of this Agreement, and Licensee is not otherwise in breach of
or default under the terms of this Agreement, RouteMatch shall, at no additional
charge or fee to Licensee, provide Licensee with all Upgrades issued and
disseminated by RouteMatch.
3. Scope of License Rights; Restrictions.
(a) The license granted to Licensee under this Agreement entitles Licensee to use, and
Licensee agrees to use, the Software and Documentation solely as set forth in this
Section 3(a) (1) through (4):
(1) Store, install and access the Software, in machine readable form, through an
internal network using those computers and software specified by type/model and
serial (or plant) number on Exhibit A, or access the Software via the Internet on
Exhibit "A" Initials: PJ#censee_
Page 1 of 8
one server only, but in either case only for use by that number of concurrent users
specified on Exhibit A and only for the purpose of serving the internal needs of
the business of Licensee;
(2) In support of Licensee's authorized use of the Software, store the Software's
machine-readable instructions or data in, transmit it through, and display it on
machines associated with the computer(s) specified in the Agreement;
(3) make one copy of the Software in machine-readable, object code form, for
nonproductive backup purposes only, provided that RouteMatch's proprietary
legend is included; and,
(4) Use the Documentation solely to assist Licensee in its authorized use of the
Software.
(b) The license granted to Licensee under this Agreement does not grant to Licensee the
right to, and Licensee acknowledges and agrees that it does not have the right to and
that it will not:
(1) copy (except as expressly permitted in Section 3(a)(3) above), change,
disassemble, decompile, reverse engineer, sublicense, assign, timeshare, sell,
give away, loan, rent, lease, transfer (electronically or otherwise), display,
disclose, or provide any third party with access to or use of, the Software;
directly or indirectly create or attempt to create software that emulates the
Software; prepare derivative works of the Software: or separate the components
of the Software;
(2) copy or provide any third party with access to or use of any of the
Documentation without the prior written consent of RouteMatch;
(3) transfer any of Licensee's rights or obligations under this Agreement without the
express, advance, written consent of an officer of RouteMatch, and then only if
(i) Licensee keeps no copies of the Software or Documentation; (ii) Licensee
transfers Licensees entire rights and obligations under this Agreement in or to the
Software and Documentation; and, (iii) the transferee agrees in writing to the
terms and conditions of this Agreement, after which time Licensee will no longer
have the right to use the Software. Any attempted transfer or assignment of any
of Licensee's rights or obligations under this Agreement shall be null and void
unless it is in full compliance with the terms of this Section 3(b)(3);
(4) remove any proprietary or copyright legend from any material contained in or on
the Software or the Documentation;
(5) publish or disclose to any third party any reports or the results of any benchmark
tests run on the Software or its components; or, ma~yy]]
Exhibit "A" Initials: RN7G(/Licensee_
Page 2 of 8
(6) use any trademarks or service marks of RouteMatch.
4. Limited Warranty and Limitation of Warranties.
(a) Subject to the conditions and limitations set forth herein, RouteMatch warrants for a
period of (90 days) immediately following the installation of the Software (the
"Warranty Period") that the Software will substantially conform in all material
respects to the specifications set forth in Exhibit B to the Agreement ("Exhibit B"),
which is attached hereto and incorporated herein, for the version or release level of
the Software as set forth in Section 2 of the Agreement, or if no such version or
release level is specified therein, then on the most recent version or release level of
the Software that has been issued and is being licensed by RouteMatch as of the
Effective Date. Subject to the provisions and limitations set forth herein,
RouteMatch will correct any such nonconforming Software if Licensee has notified
RouteMatch of such nonconformity in writing within the Warranty Period.
RouteMatch shall not be obligated to correct, cure or otherwise remedy any such
nonconformity in the Software if Licensee has not reported to RouteMatch the
existence and nature of such nonconformity within the Warranty Period, and such
nonconformity cannot be verified.
(b) The limited warranty set forth in Section 4(a) above does not apply to any Software
that has been repaired or modified by persons other than RouteMatch or its
authorized agents, or that has been installed by Licensee or any of its independent
contractors other than RouteMatch. The foregoing warranty is conditioned upon the
proper use of the Software in accordance with the terms and conditions of this
Agreement and with RouteMatch's User Manual and any other written instructions
provided by RouteMatch to Licensee, and in an operating environment in compliance
with the specifications and requirements as set forth in this Agreement. RouteMatch
makes no warranty that the Software will meet Licensee's requirements or operate in
combinations with other software or hardware selected by Licensee, that the
operation of the Software will be uninterrupted or error free, or that all Software
defects will be corrected.
(c) As Licensee's exclusive remedy for any material nonconformity in the Software for
which RouteMatch is responsible as provided in this Section 4 and for which
RouteMatch is notified in writing within the Warranty Period as set forth above,
RouteMatch shall attempt through reasonable effort to correct or cure any such
reproducible, material nonconformity by issuing a software patch, a work-around or
bypass. In the event that RouteMatch does not correct or cure any such
nonconformity after it has made a reasonable effort to do so, or if RouteMatch
determines that it is not economically feasible or reasonable to make such correction,
Licensee's exclusive remedy shall be (i) a reduction in the license fee paid by
Licensee for the nonconforming Software in an amount mutually agreed upon in
writing signed by the Parties; or (ii) if no such amount is agreed to in writing signed
by the Parties within thirty (30) days after RouteMatch has notified Licensee in
Exhibit "A" Initials: R~l.icensee_
Page 3 of 8
writing that RouteMatch has not corrected or cured a material nonconformity after
having made a reasonable effort to do so, then Licensee shall have ten (10) days from
the end of the such thirty (30) day period within which to elect, and to notify
RouteMatch in writing of its election, to either promptly return all copies of the
Software and Documentation and obtain a refund of the license fee(s) paid for such
nonconformity, or accept the Software with such nonconformity and with no
reduction in the License Fee(s). Licensee's failure to timely make such an election
shall be deemed to be an election of the latter option.
(d) EXCEPT AS PROVIDED IN SECTION 4(a) THROUGH (c) OF THIS EXHIBIT A,
THE SOFTWARE IS LICENSED ON AN "AS IS" BASIS, AND ROUTEMATCH
DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS AND
WARRANTIES WITH RESPECT TO THE SOFTWARE AND
DOCUMENTATION, INCLUDING ITS CONDITION, ITS CONFORMITY TO
ANY REPRESENTATION OR DESCRIPTION, THE EXISTENCE OF ANY
LATENT OR PATENT DEFECTS, ANY NEGLIGENCE, AND ITS
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE.
FOR GREATER CERTAINTY, ROUTEMATCH MAKES NO WARRANTY
THAT THE SOFTWARE WILL OPERATE WITH ALL APPLICATIONS,
UTILITIES OR OTHER MEMORY RESIDENT PROGRAMS.
(e) RouteMatch shall not be responsible for any obsolescence of the Software for any
reason. Furthermore, RouteMatch assumes no responsibility for the use of
superseded, outdated or uncorrected versions of the Software.
5. Proprietary Protection and Restrictions.
(a) Licensee acknowledges and agrees that the Software and Documentation is the sole
property of RouteMatch and contains copyrighted, confidential and trade secret
information, and that as between RouteMatch and Licensee, RouteMatch shall have
the sole and exclusive ownership of all right, title and interest in and to the Software
and Documentation, (including ownership of all trade secrets, confidential
information and copyrights pertaining thereto), subject only to the rights and
privileges expressly granted to Licensee herein by RouteMatch. Licensee must and
will keep the Software and Documentation free and clear of all claims, liens and
encumbrances of any nature whatsoever. Licensee will keep the Software and
Documentation in confidence, and will take all reasonable measures necessary to
protect and maintain the confidential and proprietary character of the Software and
Documentation. Furthermore, Licensee will indemnify and hold RouteMatch
harmless from and against all losses and damages resulting from any unauthorized or
improper disclosure, dissemination or use of the Software as a result, in whole or in
part, of Licensees action or inaction.
(b) Licensee hereby authorizes RouteMatch to enter Licensees premises in order to
inspect the Software in any reasonable manner during regular business hours to
Exhibit "A" Initials: RMs~//i.icensee_
Page 4 of 8
verify Licensee's compliance with the terms of this Agreement. Licensee will
cooperate fully with RouteMatch and promptly provide RouteMatch and its agents
with full access to its facilities, and will engage in no acts or omissions to hinder or
delay RouteMatch's access to Licensee's premises and computers or the inspection
thereof.
(c) Licensee acknowledges that, in the event of Licensee's breach of any of the
provisions of this Agreement, RouteMatch will not have an adequate remedy in
money or damages. RouteMatch shall therefore be entitled to obtain an injunction
against such breach from any court of competent jurisdiction immediately upon
request. RouteMatchs right to obtain injunctive relief shall not limit its right to seek
further remedies.
(d) If a third party claims that the Software or Documentation infringes any patent,
copyright, trade secret, or any similar intellectual property right, RouteMatch will
defend Licensee against such claim at RouteMatchs expense and will pay all
damages that a court finally awards, provided that Licensee promptly notifies
RouteMatch in writing of the claim, cooperates fully with RouteMatch in the defense
of any such claims, and allows RouteMatch to control the defense thereof and/or any
related settlement negotiations. If such a claim is made or appears possible,
RouteMatch will, at it option and expense, either: (i) procure for Licensee the right to
continue using the Software and/or Documentation; (ii) replace or modify the
Software or Documentation so that it becomes non-infringing; or, (iii) if it is not
possible or in RouteMatch's sole discretion is not economically feasible for
RouteMatch to so procure such right or so replace or modify the Software, require the
return of the Software and upon such return repay to Licensee the unused portion of
the applicable license fee amortized over a five (5) year period from the Effective
Date and any annual technical support fees paid by Licensee for the remainder of the
then current Term for such technical support services. However, RouteMatch shall
have no obligation for any claim based on Licensees modification of the Software or
Documentation or its combination, operation or use with any product, data or
apparatus not specified or provided by RouteMatch. THIS PARAGRAPH STATES
ROUTEMATCHS ENTIRE OBLIGATION TO LICENSEE WITH RESPECT TO
ANY CLAIM OF INFRINGEMENT.
6. Fees and Reimbursement of Expenses. Licensee shall pay to RouteMatch those fees
and reimburse RouteMatch for those expenses as and when set forth in the Agreement. hi
the event that there is no due date set forth in the Agreement, all invoices will be due and
owing within ten (10) days of the date of the invoice. In the event that Licensee fails to
pay any amounts owed to RouteMatch hereunder on or before the due date therefore, all
unpaid amounts will accrue interest at the rate of 1.5% per month thereafter until paid,
and Licensee shall reimburse RouteMatch for all costs and reasonable attorneys fees
incurred by RouteMatch by reason thereof.
(a) All fees and charges are exclusive of all taxes. Except and to the extent that Licensee
has tax exempt status and is not subject to the payment of taxes, Licensee is solely
Exhibit "A" Initials: RgOJd
Licensee_
Page 5 of 8
responsible for payment of any and all taxes, including sales or use taxes, intangible
taxes, and property taxes resulting from Licensee's purchase or acceptance of the
license granted herein, Licensee's possession and use of the Software, or from any of
the services that RouteMatch may provide to Licensee under and pursuant to this
Agreement, exclusive of taxes based on RouteMatch's income. If Licensee is exempt
from the obligation to pay taxes on any goods, licenses or services sold, purchased or
provided under or pursuant to this Agreement, Licensee shall provide RouteMatch
with evidence of such tax exempt status as reasonably required by RouteMatch.
Termination.
(a) Notwithstanding any provision of this Agreement to the contrary, either Party may
terminate this Agreement, and all licenses granted to Licensee under this Agreement,
upon written notice to the other Party (the "Breaching Party") in the event of a breach
of any of the terms or conditions of this Agreement by such Breaching Party that is
not cured by such Breaching Party as follows: (i) within ten (10) days after its receipt
of written notice of any breach with respect to the payment or nonpayment of any
fees or other monies that are due and owing under and pursuant to this Agreement,
provided however, that a Breaching Party shall only have the right to cure any such
monetary breach once within any twelve (12) month period; or (ii) within thirty (30)
days after any breach of any term or condition of this Agreement other than the
payment or nonpayment of monies owed.
(b) Upon the termination of this Agreement for any reason, Licensee shall promptly pay
to RouteMatch all then due and outstanding amounts owed by Licensee to
RouteMatch under this Agreement, and all rights granted to Licensee will terminate
and revert to RouteMatch. Promptly upon termination of this Agreement, for any
reason or upon discontinuance or abandonment of Licensee's possession or use of the
Software, Licensee shall return or destroy, as requested by RouteMatch, all copies of
the Software and all Documentation in the possession, custody or control of Licensee
and all other materials pertaining to the Software (including all copies thereof).
Licensee agrees to and shall certify to RouteMatch in writing and under oath
Licensee's compliance with all of the terms and conditions of this Section 7(b)
promptly upon RouteMatch's request for the same.
8. Limitation of Liability.
(a) EXCEPT FOR ANY LIABILITY ARISING UNDER SECTION 5(d) ABOVE, THE
CUMULATIVE LIABILITY OF ROUTEMATCH TO LICENSEE FOR ALL
CLAIMS RELATING TO THE SOFTWARE AND THIS AGREEMENT,
INCLUDING ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT OR
STRICT LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL
LICENSE FEES PAID TO ROUTEMATCH HEREUNDER. THIS LIMITATION
OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER
OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR
HAVE PROVEN INEFFECTIVE. ROUTEMATCH SHALL HAVE NO
Exhibit "A" Initials: RldO msee_
Page 6 of 8
LIABILITY FOR LOSS OF DATA
UNDERSTOOD THAT LICENSEE IS
BACKUP PRECAUTIONS.
OR DOCUMENTATION, IT BEING
RESPONSIBLE FOR REASONABLE
(b) IN NO EVENT SHALL ROUTEMATCH BE LIABLE FOR ANY LOSS OF
PROFITS; ANY INCIDENTAL, SPECIAL, EXEMPLARY OR
CONSEQUENTIAL DAMAGES; OR ANY CLAIMS OR DEMANDS BROUGHT
AGAINST LICENSEE OR CONTRACTED OPERATOR, EVEN IF
ROUTEMATCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
CLAIMS OR DEMANDS. THIS LIMITATION UPON DAMAGES AND CLAIMS
IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER
PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE
PROVEN INEFFECTIVE.
9. Costs of Litigation. If any action is brought by either Party to this Agreement against
the other Party regarding the subject matter hereof, the prevailing Party shall be entitled
to recover, in addition to any other relief granted, reasonable attorneys fees and expenses
of litigation.
10. Export and Government Use Restrictions. Licensee agrees that it will not export or re-
export the Software, any part thereof, or any process or service that is the direct product
of the Software (the foregoing are collectively referred to as the "Restricted
Components"), to any country, person or entity subject to United States export
restrictions. Furthermore, Licensee and Contracted Operator agree to comply with all of
the export and re-export restrictions and regulations imposed by the governments of the
United States and/or any country to which the Software is shipped. Use, duplication or
disclosure by the government is subject to restrictions as set forth in subparagraph (c)(1)
(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-
7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted
Rights at 48 CFR 52.227-19, as applicable. The terms of this Section shall survive the
termination or expiration of this Agreement.
It. Incorporation of other Software. The Software may incorporate material or
components which are owned by third parties and which are used by agreement between
RouteMatch and such third parties. Licensee acknowledges and agrees that any third
party owner of such materials or components is a direct and intended third party
beneficiary of this Agreement who may enforce this Agreement directly against Licensee.
12. Assignment. This Agreement shall be binding upon and shall inure to the benefit of and
be enforceable by the Parties and their respective successors and permitted assigns.
Except as otherwise provided herein, this Agreement may not be assigned by any Party
without the prior written consent of the other Party.
13. Severability. Should any one or more of the provisions of this Agreement be determined
to be invalid, illegal or unenforceable in any respect, the validity, legality and
Exhibit "A" Initials: IZJicensee_
Page 7 of 8
enforceability of the remaining provisions hereof shall not in any way be adversely
affected or impaired thereby. The Party shall endeavor in good faith to replace the
invalid, illegal or unenforceable provisions with valid provisions the economic effect of
which comes as close as practicable to that of the invalid, illegal or unenforceable
provisions.
14. No Third Party Rights. Except as otherwise expressly provided herein, the
representations, warranties, covenants and agreements contained in this Agreement are
for the sole benefit of the Parties and their respective successors and permitted assigns,
and they shall not be construed as conferring any rights on any other persons.
"'""Licensee-
Exhibit "A" Initials:
Page 8 of 8
r
ORIGINAL
EXHIBIT B
TO
SOFTWARE LICENSE AND SERVICES AGREEMENT BETWEEN ROUTEMATCH
SOFTWARE, INC. AND THE CITY OF DENTON
The following is a description of the all features and f nictionalities included in your RouteMatch TS
license and deliverable under the Agreement:
Settings -The RouteMatch IS Settings window allows you to establish operating parameters for some of
the functions you will be using. The Settings window allows you to setup vehicle speed and traveling
properties; edit, delete, and add users and passwords; set users status; and determine global billing rules.
Addresses and Geocoding - The RouteMatch TS Addresses' window allows you to search, edit, and add
addresses for use throughout RouteMatch IS. It also allows for manual address geocoding, a dynamic
function that assigns x/y coordinates to a location or address when selected.
Funding Sources - The RouteMatch TS funding source window allows you to search, edit properties, and
add funding sources. Funding source lists can also be sorted by the column headings in the display window.
Customers - The RouteMatch TS Customers window allows you to view, add, edit, and search for
customer records, as well as enter scheduling information and customer details, such as billing information,
ADA eligibility, emergency contacts, service needs, medical information, and disability information.
Customer Billing Information - RouteMatch IS allows you to add, edit, and delete data related to the
following customer information: emergency contacts/personal care assistant; service needs; medical
information; customer disability details.
Services - The RouteMatch TS fleet section allows you to search, edit, and add fleets for your agency.
Vehicles- The RouteMatch IS vehicles section allows you to search, edit, and add vehicles and their
scheduling parameters and/or vehicle costs features.
Drivers- The RouteMatch TS drivers section allows you to search, edit, and add drivers, along with drivers'
weekly scheduling parameters, and emergency contact information.
Trios- The RouteMatch TS trips section allows you to search, edit, and add trips for customers. This
section also allows for creating and editing of standing orders.
Schedule Manager - The RouteMatch TS scheduling section allows you to compile trip data; display
available vehicles, schedule and un-schedule customers; view a route or multiple routes; insert trips; verify
hips; manage scheduling properties; and map print functions.
Scheduled Customer List- The RouteMatch TS scheduled customers list enables you to view a list of
scheduled customers; view route points on the map; view vehicle routes on the map; view trip start and stop
points on the map; change time for a scheduled trip; remove a scheduled hip in schedule manager; and
cancel a scheduled trip. The customers are grouped by vehicle in this section.
Unscheduled Customer List- The un-scheduled customers list enables you to view unscheduled customers
and cancel unscheduled trips. The customers are grouped by fleet and "will call" in this section.
Trio Insertion - The RouteMatch TS schedule manager window allows you to manually insert trips into
your schedule using two methods.
Trio Verification - RouteMatch TS Trip verification allows the user to enter all information to validate
trips made by customers. The trips may be validated using the full trip verification or express trip
verification. Full trip verification allows the user to enter many details about a trip. Express trip verification
allows the user to enter a required minimal data to complete a trip validation.
Exhibit B
Page 1 of 2
IP4
Reports - RouteMatch TS allows you to create convenient and extensive reports. These reports can be
viewed on screen, printed, or e-mailed in a Word document. RouteMatch TS also allows for custom
reports. RouteMatch TS includes the following "standard" reports: Driver Directions, Driver Manifest,
Detailed Invoice, Summary Invoice, Operating Statistics, Trips by Funding Source, Productivity Statistics,
and No Shows/Cancellations.
RouteMatch Scheduling Engine - The RouteMatch Scheduling Engine allows users to create efficient
schedules in an automated or assisted mode. Users can select the vehicles they wish to optimize and
schedules will be created based on customer requirements and vehicle properties.
Exhibit B
Page 2 of 2