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HomeMy WebLinkAboutResolution - 6259 - Contract - Megatronics International Corp. - Fuel Dispensing Hardware & Software - 04_08_1999Resolution No. 6259 Item No. 35 April 8, 1999 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock a Contract between the City of Lubbock and Megatronics International Corporation of San Antonio, Texas, to provide fuel dispensing hardware and software, and related documents. Said Contract is attached hereto and incorporated in this Resolution as if fully set forth herein and shall be included in the minutes of the Council. Passed by the City Council this 8th day of Aril _ 1999UA 4DOSItTTON, MAYOR ATTEST: Ka a arnell, City Secretary APPROVED AS TO CONTENT: % ' , i!z" Victor Kilman Purchasing Manager APPROVED AS TO FORM: William de Haas Competition and Contracts Manager/Attorney cp Ccdocs/Megatronics.Res March 30,1999 Resolution No. 6259 Item No. 35 April 8, 1999 EXTENDED SOFTWARE LICENSE/CUSTOMER SUPPORT AGREEMENT AND EXTENDED HARDWARE MAINTENANCE AGREEMENT BETWEEN MEGATRONICS INTERNATIONAL CORP. (MTh -nail CITY OF LUBBOCK THIS SOFTWARE LICENSE/CUSTOMER SUPPORT AGREEMENT AND EXTENDED HARDWARE MAINTENANCE AGREEMENT is entered into on this the 8th day of April , 1999, by and between MEGATRONICS INTERNATIONAL CORP. (MTI), a duly chartered Texas Corporation, with principal offices located at 8833 Tradeway, in the City of San Antonio, County of Bexar, State of Texas, (hereinafter referred to as "MTI"), and the CITY OF LUBBOCK, with principal offices located at, 324 Municipal Drive, in the CITY OF LUBBOCK, State of Texas, 79457, (hereinafter referred to as "CUSTOMER"). WITNESSETH: WHEREAS, MTI is in the business of providing automated fuel control and accounting systems and related products; AND WHEREAS, MTI offers maintenance on both the Software and the Hardware for Systems which it installs and/or services; AND WHEREAS, CUSTOMER has a MegaTrak Fuel Management System (the "System") currently installed to improve the control and efficiency of its operations which was installed either by MTI, the manufacturer, or another authorized and approved Distributor; AND WHEREAS, such System requires continuing maintenance for improved efficiency and to extend it usage; AND WHEREAS, the parties here to agree that it is in their mutual best interests to enter in this Agreement for the Software and Hardware Maintenance; NOW, THEREFORE, in consideration of and for the mutual promises and covenants hereinafter stated, the parties agree as follows: I. SUMMARY OF MAINTENANCE SERVICES 1.1. Maintenance Costs. Based upon a detailed schedule and other information included hereinbelow in this contract, the following are the agreed costs for a one (1) year Extended Hardware Maintenance Agreement and Extended Software License/Customer Support Agreement: One Year Extended Software Maintenance - $ 600.00* One Year Extended Hardware Maintenance - $3.255.00* TOTAL ONE YEAR MAINTENANCE - $3.855.00* 1.2. Term of Agreement. Both the Hardware and Software Maintenance Agreements covered under this Contract shall become effective following the expiration of the one year MegaTrak Limited Warranty and shall continue in full force and effect until one year thereafter. II. EXTENDED SOFTWARE LICENSE AND CUSTOMER SUPPORT AGREEMENT 2.1 Ratification of Software License. MTI hereby ratifies and acknowledges that CUSTOMER is the holder of a non -transferable, non-exclusive license to use the Software Programs(s) as described hereinbelow subject to the terms and conditions of this Agreement. Although Customer's license shall remain valid and in full force and effect so long as the System remains installed at Customer's site(s), the parties acknowledge and agree that all industrial rights, title, and ownership of the program(s) which are the subject of this Agreement shall remain the sole and exclusive property of MTI, or such other licenser who has granted licensing rights to MTI. MTI has the licensing rights to the Software Programs known as "Te1Key"; "MTI Series 1000"; "MegaTrak 2000 and 3000"; "Tank Manager" and/or "MegaTrak ATG." 2.1.1. CUSTOMER assumes full responsibility of this selection of the program(s) to achieve the intended results as determined and described by CUSTOMER and for the use and daily operation of its System. 2.1.2. A description of the products covered by this "Software License/Customer Support Agreement" are attached hereto as Schedule "A". 2.1.3. The locations which are covered by the Agreement are those listed in Schedule "B" which is attached here to and incorporated by reference herein. 2.2. Terms of Agreement. This Software Support Agreement shall be effective following the expiration of the one year MegaTrak Limited Warranty and shall continue in full force and effect until one (1) year thereafter, or until terminated by either party as provided hereinbelow. 2.2.1 The rights granted by this Agreement shall be subject to termination for noncompliance or breach of the terms and/or conditions of this Agreement. 2.2.2. The software portion of this Agreement may be terminated if the CUSTOMER, at any time, is in default in the payment of any amount due in accordance with the terms of this Agreement and such default is not expressly excused hereunder. In such an event, MTI shall give "written notice" of any such default to the CUSTOMER. After receipt of such notice, if any default is not cured by the CUSTOMER within thirty (30) days after the giving of such notice, then MTI shall have the right to terminate this Agreement by the giving of "Written Notice of Termination" to become effective within ten (10) days after such Notice is placed in the United State Mail, postage pre -paid, certified mail, return receipt requested, (see 4.2). Any such termination of this Agreement shall be without prejudice to all accrued rights and remedies and shall not affect the continued rights and obligation of the parties under any relevant section of this Agreement. 2.2.3. Renewal of Agreement. Upon the expiration date of this Agreement, the parties agree that this Software Agreement shall be eligible for renewal, subject, however, to an adjustment based upon increases which shall be in effect at the time of such renewal. The parties, however, agree that such renewal rates shall no exceed 10% of the total rates currently in force and effect as of the date of this Agreement. Unless terminated by CUSTOMER with thirty (30) days written notice or unless necessary funds are not appropriated by CUSTOMER's governing body to fully fund said renewal, this Agreement shall be automatically renewed following the expiration of the one year period provided for in this agreement, for an additional 12-month period, and CUSTOMER shall be invoiced annually by MTI for such renewal and subsequent renewals as may be applicable. 2.3 Licensing? Fees. MTI hereby ratifies and acknowledge that CUSTOMER is the holder of the described License covered in the Agreement in consideration of and for the payment of the licensing fees originally paid by CUSTOMER for the Software included as part of the original System purchased by CUSTOMER. 2.4 ONE YEAR SOFTWARE SUPPORT AND MAINTENANCE. 2.4.1 In addition to the original License Fees described in Section 2.3. hereinabove, CUSTOMER hereby agrees to pay a support fee for the maintaining of such License and for support of the "Software" covered by said License in consideration of and for the payment by CUSTOMER of a fee of SIX HUNDRED AND N0/100 DOLLARS ($600.00). 2.4.2. The above NET amount is due and payable in one single payment, unless otherwise agreed in writing, and shall be due and payable within ten (10) days from the execution of this Agreement. 2.4.3. Any default in the payment of the above stated Support Fee may result in the termination of the Agreement and the withdrawal of any future support of the CUSTOMER's Software by MTI. Notices regarding default shall be provided to CUSTOMER as described in Section 4.2 hereinbelow. 2.4.4. In the event of cancellation by either Party, MTI shall be required to refund any previously paid and unused portion of the annual fee as set forth in Section 2.4.2. hereinabove, rounded to the nearest full month. 2.4.5. MTI shall provide the CUSTOMER with "Software Support" for its System as installed by MTI, or such other MTI approved installer, as follows: 2.4.5.1. Correcting Software abnormalities found in the covered program(s) which adversely affect the operation of System, and have not been caused by CUSTOMER's own personnel, negligence, electrical irregularities or hardware failure. Any programs(s) of different size or date, which has been modified by the CUSTOMER, or does not contain the appropriate copyright notice(s), is expressly excluded from this coverage. 2.4.5.2. Providing telephone support and consultation to current and future employees of CUSTOMER, when requested, for Software included in this Agreement during normal business hours (8:00 A.M. to 5:00 P.M., Monday through Friday.) Service requested before or after normal business hours and on holidays will be invoiced at the hourly fee then in effect. 2.4.5.3. Providing future enhancements or modifications to program(s) covered by this Agreement and listed above. 2.4.5.4. Providing future updates to the "Operator's Manual" and other Software documentation as may be published by MTI and/or the Equipment Manufacturer relating to the program(s) covered in this Agreement. 2.4.6. CUSTOMER acknowledges and agrees that all "First Echelon" maintenance, as that term is customarily used, shall be performed by CUSTOMER to include, but not limited to, backing up of Software on a regular basis so as to have proper restore capabilities, if needed, dusting and cleaning of exterior components, and assuring that all electrical connections to external outlets and telephone jacks are properly connected and functioning. 2.4.7. The term "Software Abnormalities" may be defined and are limited exclusively to the following terns and conditions: 2.4.7.1. The licensed program(s) are not usable for the intended purpose as stated in the published program(s) product specifications and performance of CUSTOMER's System is unreasonable degraded. 2.4.7.2. The licensed programs(s) are usable for the intended purpose as stated in the published program(s) product specifications; however, some functions do not perform specifically as intended. 4 2.4.7.3. The licensed program(s) are usable for the intended purpose as stated in the published program(s) product specifications; however, some functions do not perform in a convenient manner. 2.5. Service Requests — Software Maintenance and Customer Support. Customer Support and Maintenance Priority Assignments shall be as follows: 2.5.1. Priority One: Requires immediate attention. Performance of the System program(s) is unreasonable degraded. The System program(s) does not perform most of the documented functions with most of the supported I/O devices or fail catastrophically in response to internal program(s)or file errors. Every effort shall be made to provide an immediate resolution upon receipt of the request, and under worse case conditions, a resolution shall be provided no more than twenty-four (24) hours after the receipt of the request. 2.5.2. Priority Two: Requires urgent action. The system program(s) are usable and perform most but not all of the documented functions with the supported I/O devices and exhibit intermittent failures. Every effort shall be made to provide a resolution within five (5) work days of the receipt of the request. 2.5.3 Priority Three: Requires routine action. The System program(s) are usable and perform all of the documented functions with the supported I/O devices; however, the System program(s) operate in an inconvenient manner. Every effort shall be made to provide a resolution within fourteen (14) calendar days of the receipt of the request. 2.5.4. CUSTOMER agrees that all requests for maintenance under this Agreement shall be made through the "Technical Support Department" of MTI regardless of whether or not a local representative or service company has been appointed by MTI to provide such service to CUSTOMER. After a request has been made, all authorized and approved requests for service will be handled by MT personnel or dispatched to the appropriate technician in CUSTOMER's area, as may be determined by MTI. 2.6 FORCE MAJEURE — (SOFTWARE AGREEMENT) 2.6.1. Except for the failure of CUSTOMER to pay sums when due, as provided in Section 2.4, neither party shall be liable, in damages or otherwise, for any failure to perform or for any delay in performing any of its obligations hereunder caused by circumstances beyond its reasonable control or which make performance commercially impracticable, to include, but not limited to, fire, explosion, storms, floods, earthquakes, hurricanes, tornadoes, action of the elements, wind, acts of God, lightning damage, accidents, acts of public enemies, wars, insurrection riot, public disturbances, sabotage, epidemics, quarantine restrictions, strikes, labor disputes, labor shortages, transportation embargoes or delays, breakdown or interruptions of service by utility, communication, transportation, or other facilities, restrictions, restraints, or acts of any government. 2.6.2. In the event of the determination that there was an existence of Force Majeure circumstances, as described in Section 2.6.1. hereinabove, that prevented the performance by either party, neither party shall be liable for any damages resulting therefrom. 2.7. Software Indemnity. MTI shall, to the full extent of the law, indemnify and hold CUSTOMER harmless against all damages, costs, changes, expenses, actions, claims and demands which may be sustained, suffered or made against CUSTOMER by any third parry arising out of, from, or in any way connected with a breach of any term of this Agreement by either parry. The duties under this provision shall survive the termination of this Agreement under any provision thereof. 2.8. Warranty and Limitation of Warranty — Software. MTI warrants that the licensed program(s) shall conform to the published programs(s) product specifications. This warranty is in lieu of all other warranties, whether express or implied, including, without limitations, implied warranties of MERCHANTABILITY and fitness for a particular purpose. In the event of any breach of the warranty contained in the paragraph, MTI shall use MTI's best efforts to correct the licensed program(s) so that the program(s) will conform with the published program(s) product specifications in such a manner as will attempt to minimize any delays or inconvenience resulting from any errors in the licensed program(s). EXTENDED HARWARE MAINTENANCE AGREEMENT 3.1. Equipment covered by Agreement. The equipment to be covered by this Extended Hardware Maintenance Agreement is that equipment listed specifically and set forth on Schedule 11C," THE EQUIPMENT SCHEDULE, which is attached hereto and incorporated herein by reference. 3.1.1. The parties agree that all equipment covered by this Extended Hardware Maintenance Agreement must be functioning properly prior to the execution of this Agreement. The CUSTOMER agrees to allow MTI's dully authorized representative to conduct an on -site inspection in order to certify that such equipment is functioning properly and meets the standards of MTI. Any equipment, failing to meet such standards must be brought up to MTI's standards at CUSTOMER's expense prior to the effective date of this Agreement, unless this was MTI's responsibility under a previous agreement, or unless this was the manufacturer's responsibility. 3.1.2. Once the equipment has been certified as provided for in Section 3.1.1., hereinabove, MTI agrees that it will repair or replace all defective parts or complete components which are integral to the System(s) and equipment listed in the attached Equipment Schedule. MTI will provide material and/or replacement equipment as may be necessary to insure the proper operation of the said listed equipment. Such replacement equipment will be furnished on an exchange basis and will be repaired or new at the option of MTI. 3.1.3. Upon notification of a defective Part(s) or the non-functioning of the System, which is covered under this Agreement, MTI shall arrange for the repair or replacement of the defective Part(s), excluding labor. If a defective part(s) or product(s) is required to be returned to MTI, the CUSTOMER agrees to obtain a Return Merchandise Authorization (RMA) number and to return such item(s), insured, or CUSTOMER assumes risk of loss or damage in transit, freight pre -paid, and securely packaged to MTI's Corporate Headquarters located at 8833 Tradeway, San Antonio, Texas, 78217. 3.1.4. In the event that MTI is required to provide on -site service, CUSTOMER agrees to reimburse MTI, or its agent/representative, in accordance with the current established rates, plus mileage (not to exceed travel from a 100 mile radius) and expenses at the rate of SIXTY- FIVE AND NO/100 ($65.00) DOLLARS per hour and an overtime rate of NINETY-SEVEN AND 50/100 (97.50) DOLLARS with a one (1) hour minimum, plus mileage computed at FIFTY CENTS ($.50) per mile. 3.1.5. CUSTOMER acknowledges and agrees that all "First Echelon' maintenance, as that term is customarily used, shall be performed by CUSTOMER to include, but not limited to, cleaning of readers and Key receptacles, dusting and cleaning of exterior components, and assuring that all electrical connections to external outlets and telephone jacks are properly connected and functioning. 3.2. Service Hours. The parties agree that services are to be provided under this Agreement during normal work hours, (i.e., 8:00 A.M. through 5:00 P.M., Monday through Friday of each week, excluding holiday.) Emergency services shall be made available on a twenty-four (24) hour per day basis, seven (7) days per week, subject, however, to increased rates as provided herein. 3.2.1. MTI agrees to make every effort to provide service for calls received before 12:00 Noon on the same day and to complete all service calls within not more than twenty-four (24) hours. While every effort will be made by MTI to preclude overtime charges, service technicians will notify the appropriate Customer Representative for any authorization to proceed under overtime rates in the event that repairs cannot be completed during normal work hours. 3.2.2. CUSTOMER agrees that all requests for maintenance under this Agreement shall be made through the "Technical Support Department" of MTI, regardless of whether or not a local representative or service company has been appointed by MTI to provide such service to CUSTOMER. After a request for on -site service has been made, all authorized and approved requests for service will be dispatched to the appropriate technician in CUSTOMER's area. 3.3. Rates and Effective Date. The charges covered by this Agreement shall become effective on the date of this Agreement and shall continue for a period of ONE (1) YEAR, during which time CUSTOMER agrees to pay the flat rate for the items listed in Equipment — Schedule "C' attached hereto, for a total hardware maintenance fee of THREE THOUSAND TWO HUNDRED FIFTY-FIVE AND NO/100 DOLLARS ($3,255.00). 3.3.1. THE ABOVE NET AMOUNT shall be payable in one single payment, unless otherwise agreed in writings and shall be due and payable within ten (10) days from the date this Agreement is executed. The parties agree that the service be provided under this Agreement shall become effective following the expiration of the one year MegaTrak Limited Warranty, and shall continue in full force and effect until one (1) year thereafter. In the event that payment is not received within thirty (30 calendar days after the date that this Agreement is to become effective, service will be subject to discontinuance until such time as payment is received. 7 3.3.2. In the event thiit MTI makes on -site repairs and/or replacements which are occasioned by improper operations, negligence, or misuse of the equipment, CUSTOMER agrees to reimburse MTI in accordance with the current established rates, plus mileage and expenses as provided in 3.1.4. hereinabove. 3.4. Limitations of Maintenance and Liability. Unless specifically included under the equipment list which is attached hereto as Schedule "C", this Hardware Maintenance Agreement does not include maintenance coverage for CUSTOMER's Computer(s), Video Monitor(s), Memory Expansion, Central Modem, Printer(s), Telephone lines, or Pump Interfacing Hardware. 3.4.1. MTI shall not be liable for any loss, delay, injury or damage, whether direct or consequential, caused by conditions beyond its direct control to include, but not limited to, fire, explosion, storms, lightning, floods, earthquakes, hurricanes, tornadoes, action of the elements, accidents, vandalism, acts of public enemies, wars, insurrection, riot, public disturbances, sabotage, epidemics, quarantine restrictions, strikes, labor disputes, labor shortages, transportation embargoes or delays, breakdown or interruptions of service by utility, communication, transportation, or other facilities, and acts of God and/or nature. In no event will MTI be liable for damages, consequential damages, lost revenue, or lost wages arising from the purchase, use, or inability to use the product(s) covered by this Agreement. 3.4.2. The addition or deletion of fuel control units and/or other equipment covered by this Agreement shall affect the base price proportionately and, likewise, in the event of the installation of additional equipment, this Agreement shall be amended and an effective date for such Amendment shall be coordinated in advance with MTI. 3.5. Termination Cancellation. Either party may cancel this Agreement by the giving of the other party thirty (30 days written notice of "INTENT TO CANCEL," as provided for in Section 4.2. 3.5.1. In the event of cancellation by either party, MTI shall be required to refund any previously paid and unused portion of the annual fee as set forth in Section 3.3.1. hereinabove, rounded to the nearest full month. However, in the event that cancellation is initiated by CUSTOMER, then, in such event, MTI shall deduct an amount equal to TWENTY-FIVE (25%) PERCENT of the unused balance of said annual fee as liquidated damages. In the event that MTI shall terminate this agreement, MTI agrees to provide a minimum of ninety (90) days written notice to customer. 3.5.2. This Agreement may be terminated by MTI in the event of non-payment as provided for in Sections 3.3. and 3.3.1. hereinabove. 3.6. Renewal of Agreement. Upon the expiration date of this Agreement, the parties agree that this Hardware Agreement shall be eligible for renewal, subject, however, to an adjustment based upon increases in MTI's labor and/or materials which shall be in effect at the time of such renewal. The parties, however, agree that such renewal rates shall not exceed 10% of the total rates currently in force and effect as of the date of this Agreement. Unless terminated by CUSTOMER within thirty (30) days written notice or unless necessary funds are not appropriated by CUSTOMER's governing body to fully fund an additional 12-month period, and CUSTOMER shall be invoice annually by MTI for such renewal and subsequent renewals as may be applicable. 3.7 LOCATIONS COVERED BY THIS AGREEMENT 3.7.1. The locations which are covered by this Agreement are those listed in Schedule "B" which is attached hereto and incorporated by reference herein. 3.7.2. Those locations covered by this Agreement shall be limited exclusively to those as set forth in Schedule "B" unless other -wise amended or modified. IV. MISCELLANEOUS PROVISIONS FOR BOTH SOFTWARE AND HARDWARE AGREEMENTS 4.1. The Agreement shall be binding upon and inure to the benefit of the parties hereto in their respective heirs, representatives, administrators, successors, and/or assigns, subject, however, to the provisions of Section 4.8. hereinbelow. 4.2. All necessary notices, demands and requests required or permitted to be given hereof shall be deemed duly given when delivered or within five (5) days after being mailed to each party by United States mail, postage pre -paid, certified mail, return receipt requested, to the following addresses or to such other address as either party shall hereinafter request in writing: 4.2.1. IF TO MTI: MegaTronics International Corp. P. O. Box 464584 San Antonio, Texas 78246-4584 Attention: Kay Turner 4.2.2. IF TO CUSTOMER: City Of Lubbock 324 Municipal Drive Lubbock, Texas 79457 Attention: Woody Wilson 4.3 The paragraph headings contained in this Agreement are for the convenience of reference only and do not form a part hereof and in no way modify, interpret, or construe the meaning of the parties. 4.4. Any Reference in the Agreement to the masculine gender shall also apply to the feminine gender as well. Likewise, any reference to the singular or plural, should be applicable to either and shall not restrict or limit the applicability of this Agreement. 4.5. This Agreement may be executed in one or more counterparts, all of which will be considered one and the same Agreement, and shall become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties' hereto. 4.6. In the event that any provision of this Agreement is determined invalid or otherwise unenforceable, such invalidity or enforceability shall not affect the remaining provisions of this Agreement. 4.7. The parties hereto agree that it is their intent that this Agreement and the performance hereunder and all suits and special proceedings hereunder shall be construed in accordance with, under, and pursuant to the laws of the State of Texas and that in any action, special proceeding, or any other proceeding which may be brought, arising out of, or in connection with, or by reason of this Agreement, the laws of the State of Texas, shall be applicable and shall govern to the exclusion of the law of any other forum, without regard to jurisdiction in which any action or special proceeding may be instituted, and venue shall be in Bexar County, Texas. 4.8. The parties acknowledge and agree that this Agreement is not assignable and CUSTOMER may NOT assign, sub -license, transfer any of its rights or duties, under this Agreement without the prior express written consent of MTI. 4.9. CUSTOMER, OR CUSTOMER'S AUTHORIZED REPRESENTATIVE, ACKNOWLEDGES THAT HE/SHE HAS READ THIS AGREEMENT, UNDERSTANDS SAID AGREEMENT, AND AGREES TO THE TERMS AND CONDITIONS HEREOF. CUSTOMER FURTHER AGREES THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BY AND BETWEEN MTI AND CUSTOMER AND SUPERSEDES ANY PROPOSAL, OR PRIOR AGREEENT, EITHER ORAL OR WRITTEN, BETWEEN THE PARTIES REGARDING THE WITHIN SUBJECT MATTER. 10 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers or representative on the date first above written. CITY OF LUBBOCK MEGATRONICS INTERNATIONAL CORPORATION J, ) I "—OA\�� AV Windy Sit6611 Kay H. Turner Mayor Chief Executive Officer ATTEST: Kay0ij Darnell CityVeretary APPROVED AS TO CONTENT: arlett Chowmng Information Technology Manager APPROVED AS TO FORM: ohn M. Knight Assistant City Attorney ATTEST: Title: 6fil40�7— * Please note that the prices provided in this sample agreement were calculated using the prices currently in force for extended maintenance agreements. MTI reserves the right to increase the cost of extended maintenance agreements at any time up until the time of purchase of the agreement. 11 SCHEDULE "A" DESCRIPTION OF SOFTWARE PRODUCTS OR SERVICES COVERED BY THIS AGREEMENT: PRODUCT/SERVICE IDENTIFICATION FMS MegaTrak Fuel Management System (MegaTrak Site Controller Communications Module And associated programs) MAIN HOST REPORTING PROGRAMS Operating Software Appropriate Software MAINTENANCE COVERAGE YES YES YES 12 SCHEDULE"B" LOCATIONS OF HARDWARE AND SOFTWARE COVEREDUNDER THIS AGREEMENT FOR FUELING SITE 1: FUELING SITE 2: FUELING SITE 3: 324 Municipal Drive Lubbock, Texas 79457 8400 Ave P Lubbock, Texas 79423 Bluefield Road Lubbock, Texas 79457 13 SCHEDULE "C" HARDWARE EQUIPMENT SCHEDULE 1. (22) Micro Control Units [MCUs] 2. (2) AC Communications Modules 3. (1) Host Controller 4. (2) Remote Controller 5. (2) Spare Parts TOTAL HARDWARE: TOTAL SOFTWARE: $95.00/annum = $2,090.00 75.00/annum = 150.00 275.00/annum = 275.00 275.00/annum = 550.00 95.00/annum = 190.00 $3,255.00 600.00 TOTAL $3,855.00 14 Resolution No. 6259 Item No. 35 April 8, 1999 CONTRACT FOR THE SALE AND PURCHASE OF FUEL SYSTEM THIS CONTRACT FOR THE SALE AND PURCHASE OF A FUEL SYSTEM is entered into on this the 8th day of April , 1999, by and between MEGATRONICS INTERNATIONAL CORP., a duly chartered Texas corporation with principal offices in the City of San Antonio, State of Texas, hereinafter referred to as "SELLER", and the CITY OF LUBBOCK, TEXAS, hereinafter refereed to as "PURCHASER" WHEREAS MegaTronics in the business of manufacturing and distributing its MegaTrak Automated Fuel Control System, ("the SYSTEM") and whereas the City of Lubbock had expressed its intent to purchase a fuel control system for three sites at the city; AND WHEREAS, PURCHASER has determined that the MegaTrak System meets the specifications required by PURCHASER; THEREFORE, in consideration of and for the mutual promises and covenants hereinfter stated, the parties hereto agree as follows: I. EQUIPMENT AND SERVICES TO BE PURCHASED SELLER agrees to sell, and PURCHASER here by agrees to purchase the equipment and services listed on Exhibit "A" which is attached here to, in consideration of and for the total sum of SIXTY TWO THOUSAND TWO HUNDRED EIGHTY-NINE AND 35/DOLLARS ($62,289.35) H. TERMS OF SALE A. SELLER agrees to deliver to PURCHASER upon receipt on PURCHASER's Purchase Order and/or this duly executed agreement, the equipment and services listed in Exhibit "A", is not more than THIRTY (30) days from the receipt of a duly signed copy of this contract and/or the issuance of an official Purchase Order issued by PURCHASER B. All installation and training will be provided by SELLER as stated in Exhibit "A" as attached hereto and is to be completed within 90 days. TERMS OF PAYMENT SELLER and PURCHASER agree that the terms of payment shall be as follows: A. A sum equal to 30% of the total purchase price to be tendered by PURCHASER upon delivery of hardware by SELLER; B. A sum equal to 50% of the total purchase price which shall be due and payable by PURCHASER upon completion of software installation and testing. C. A sum equal to 20% of the total purchase price, as retainage, which shall be due and payable by PURCHASER no later than thirty (30) days following acceptance of the entire system by PURCHASER IV WARRANTIES AND SOFTWARE INTERFACING A. The SELLER hereby covenants and agrees that all software provided to PURCHASER shall be Y2K Compliant and SELLER hereby attaches as Exhibit "B" its certification as to "Year 2000 Compliance." B. SELLER further covenants and agrees that the software provided with the System shall be capable of interfacing with Control Software, Inc. M/4 Fleet Management Software System and that such interfacing shall be made available to PURCHASER and included at no charge to the city. C. SELLER shall provide to PURCHASER its standard Limited Warranty with the terms and conditions as set forth in Exhibit "C", which is attached hereto and incorporated herein by reference. D. SELLER shall make available to PURCHASER an extended maintenance agreement which shall become effective upon the expiration of SELLER'S Limited Warranty. such extended maintenance shall be made available to PURCHASER at an annual cost of $3.855.00 which shall cover both hardware and software. The terms of such extended maintenance have been made available to PURCHASER in a separate writing and, if accepted by SELLER, shall be incorporated herein by reference. V. MISCELLANEOUS PROVISIONS A. The Agreement shall be binding upon and inure to the benefit of the parties hereto in their respective heirs, representatives, administrators, successors, and/or assigns, subject, however to the limitation in Subparagraph "H" hereinbelow. B. All necessary notices, demands and requests required or permitted to be given hereof shall be deemed duly given when delivered or within five (5) days after being mailed to each party by United State mail, postage pre -paid, certified mail, return receipt requested, to the following address or to such other address as either party shall hereinafter request in writing: 1. IF TO SELLER: MegaTronics International Corp. P. O. Box 460584 San Antonio. Texas 78246-0584 Attention: Kay Turner 2. IF TO PURCHASER: Woody Wilson City Of Lubbock 324 Municipal Drive Lubbock, Texas 79457 Attention: Woody Wilson C. The paragraph headings contained in this Agreement are for the convenience of reference only and do not form a part hereof and in no way modify, interpret, or construe the meaning of the parties. D. Any reference in this Agreement to the masculine gender shall also apply to the feminine gender as well. Likewise, any reference to the singular or plural, should be applicable to either and shall not restrict or limit the applicability of this Agreement. E. In the event that any provision of this Agreement is determined invalid or otherwise unenforceable, such invalidity or enforceability shall not affect the remaining provisions of this Agreement. F. The parties agree the Software shall be held in confidence by the PURCHASER and shall not be disclosed to others, except as required by the Texas Public Information Act. F. The parties hereto agree that it is their intent that this Agreement and the performance hereunder and all suits and special proceedings hereunder shall be construed in accordance with under, and pursuant to the laws of the State of Texas and that in any action, special proceeding, or any other proceeding which may be brought, arising out of, or in connection with, or by reason of this Agreement, the laws of the State of Texas, shall be applicable and shall govern to the exclusion of the law of any other forum, without regard to jurisdiction in which any action or special proceeding may be instituted, and venue shall be in Lubbock County, Texas. G. The parties acknowledge and agree that this Agreement is not assignable and PURCHASER may not assign, sub -license, transfer any of its rights or duties, under this Agreement without the prior express written consent of SELLER. H. PURCHASER OR PURCHASER'S AUTHORIZED REPRESENTTIVE, ACKNOWLEDGES THAT HE/SHE HAS READ THIS AGREEMENT, UNDERSTANDS SAID AGREEMENT, AND AGREES TO THE TERMS AND CONDITIONS HEREOF. PURCHASER FURTHER AGREES THAT THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BY AND BETWEEN SELLER AND PURCHASER AND SUPERSEDES ANY PROPOSAL, OR PRIOR AGREEMENT, EITHER ORAL OR WRITTEN, BETWEEN THE PARTIES REGARDING THE WITHIN SUBJECT MATTER. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers or representative on the date first above written. CITY OF LUBBOCK FLIP � � W F-- -=.. M WMM 00� �%Mwmj 'Wa,v�"?WWjj NO 0.0-1 ATTEST: Kaytbft Parnell City Se&etary APPROVED AS TO CONTENT: Sharlett Chowning Information Technology Manager APPROVED AS TO FORM: R n M. Knight Assistant City Attorney MEGATRONICS INTERNATIONAL CORPORATION 11�'� Kay H. Turner Chief Executive Officer ATTEST: Name: 4 Xerynee !/%GE �i.Co tio�.•T Title: f3+'D e! .d7 5&d t EXHIBIT "A" BUDGETARY QUOTATION DATE: 30-Mar-99 MegaTrak Host/Remote Key Access Control System PROP. # 1379 Expiration 90 Days Purchase Order # Cust. Name City of Lubbock Exp Close Add 1: P. O. Box 2000 PHONE # 806/775-2175 Add 2: 324 Municipal Drive FAX # 806/775-3085 City, St, Zip Lubbock, TX 79457 E-MAIL Contact Mr. Woody Wilson Title Fleet Services Manager Mfr. MegaTronics International Corp. PHONE # 800-684-4316 Contact I Keith Davis or Suzette Vaughan FAX # 210-804-1020 E-Mail megatrak@sanantonio.net PART # HARDWARE QTY PRICE TOTAL 3000 Micro Control Unit 120 Volt AC Powered 22 $ 1,495.00 $ 32,890.00 3001 Micro Control Unit 12 Volt DC Powered 0- 3010 Micro Control Unit Multi Product Dispenser Interface 0 $ - $ - 2010 AC COMM Module 2 $ 695.00 $ 1,390.00 2020.Key Drive & Key Drive Card 0 $ - $ - 2100 Key(s) (1 Transaction Type) 1,800 $ 7.00 $ 12,600.00 2101 Key(s) 4K - 10 Transaction Type) 0 $ - $ - 2102 Key(s) (16K - 44 Transaction Type) 3 $ 29.95 $ 89.85 2040 IGC Host Controller w/Key Drive, Modem & Software 1 $ 2,195.00 $ 2,195.00 2041 IGC Remote Controller w/Key Drive, Modem & Software 2 $ 1,795.00 $ 3,590.00 2060 MTI External Modem V.32/42 bis. See Note 1 0 $ - $ - 2210 Me aTrak Data Guard Sure Suppression System 1 $ 665.00 $ 665.00 8002 Me aTrak ATG System with 2 Ultrasonic Liquid Level Probes 0 $ - $ - 800L ATG Liquid Sensor 0 $ - $ - 8200 ATG Modem Switch, 2 Line 0 $ - $ - 8210 ATG Modem Switch, 3 Line 0 $ - $ - 8100 Me aTrak LPG Tank Monitor System 0 $ - $ - 2200 Me aTrak LLD Line Leak Detection 0 $ - $ - 2220 Electronic Pulser Kit 3 $ 165.00 $ 495.00 2230 Fluid Solenoid Valve 0 $ - $ - 2240 MPD Switch Mount 0 $ - $ - 2900 Fuel Truck Cabinet Mounting Package 0 $ - $ - 2070 S are Part MCU Module 2 $ 1,095.00 $ 2,190.00 2080 Printer 0 $ - $ - 2417 Serial Port 0 $ - $ - 2418 Parallel Port 0 $ - $ - 2419 External Tape Drive Back-up w/Parallel Port Card 0 $ - $ - 3982 Bus Mouse w/Card 0 $ - $ - 8255 Belden #8255 ATG Liquid Sensor Cable 0 $ - $ - 8102 Belden #8102 ATG Cable 0 $ - $ - 3982 Belden #88102 Direct Burial ATG Cable 0 $ - $ - 3982 Belden #9740 MCU Communication Cable 1000 $ 0.25 $ 250.00 Sub Total $ 56,354.85 7.1 tation No. 1379.0 PART # SOFTWARE: 2001 Me aTrak Version 2.4 Host Software 0 $ - - 2002 Me aTrak Version 2.4 Site Controller Software 0 $ - $ - 2003 Me aTrak Preventive Maintenance Module 0 $ - $ - 2004 Me aTrak Parts Inventory Module 0 $ - $ - 2005 Me aTrak ATG Module 0 $ - $ - 2006 Me aTrak LPG Module 0 $ - $ - Customer to Provide PC per MegaTrak Specifications Yes/No Sub Total $ - PART # INSTALLATION AND TRAINING: Note 2 & 3 MTI Factory Start -Up & On -Site Training Services 1 $ 5,000.00 $ 5,000.00 Note 3 Additional MTI Factory Start-up & On -Site Training Services Per Day 0 $ - $ - Note 4 Sub -Contracted Labor, Parts, & Materials 0 $ - $ - Note 5 & 6 Site Engineering or Corrective Work 0 $ - $ - Note 9 MTI Advanced Service or End User Training Classes 0 $ - $ - 2500 Me aTrak Introducto Video 0 $ - $ - 2501 MegaTrak Basic Installation and Training Video Set 0 $ - $ - Note 7 Shipping & Handling 1 $ 934.50 $ 934.50 Sub Total $ 5,934.50 SUB -TOTALS Hardware $ 56,354.85 Software $ - Install & Shipping $ 5,934.50 Grand Total $ 62,289.35 Note 1: Dedicated phone line is required for modem connections. Note 2: MTI Factory Start -Up is a minimum requirement for all initial installations. Note 3: Expenses including airfare and hotel are invoiced separately from this Quote, upon project completion. Note 4: Electrical and/or Mechanical work on dispensers, electrical panels, tanks, gates, etc. Note 5: Unless so stated, Quotation does not include preliminary site inspection work. Note 6: Additional corrective engineering not within scope of Proposal is subject to Change Order. Note 7: Average shipping cost $44.50 per system component. Note 8: MTI recommends surge protection equipment on all system Installations. Note 9: Classes are two full days in San Antonio, Texas. Contact MTI for the latest schedule and details. Note 10: This Quotation does not include any electrical or sub -contracted labor. Terms: 50/40/10 All of the above prices contingent upon the limits and conditions attached. APPROVAL AND DATE MTI Pricing PART # HARDWARE QTY PRICE 3000 Micro Control Unit 120 volt AC Powered 0 $ 1,495.00 3001 Micro Control Unit 12 volt DC Powered 0 $ 1,495.00 3010 Micro Control Unit Multi Product Dispenser Interface 0 $ 2,495.00 2010 AC COMM Module 2 $ 695.00 2020 Key Drive 0 $ 495.00 2100 Key(s) (1 Transaction Type) 1800 $ 7.00 2101 Key(s) (10 Transaction Type) 0 $ 19.95 2102 Key(s) (16K 44 Transaction Type) 3 $ 29.95 2040 IGC Host Controller w/Key Drive and Modem 1 $ 2,195.00 2041 Industrial Grade Controller w/Key Drive and Modem 2 $ 1,795.00 2060 MTI Modem V.32/42 bis. See Note 1. 0 $ 179.00 2210 Me aTrak Data Guard Sure Suppression System 1 $ 665.00 8001 Me aTrak ATG System with 2 Ultra Sonic Liquid Level Probes 0 $ 4,995.00 800E ATG Liquid Sensor 0 $ 195.00 8200 ATG Modem Switch, 2 Line 0 $ 149.00 8210 ATG Modem Switch, 3 Line 0 $ 249.00 8100 Me aTrak LPG Tank Monitor System 0 $ 5,295.00 2200 Me aTrak LLD Line Leak Detection 0 $ 995.00 2220 Electronic Pulser Kit 3 $ 165.00 2230 Fluid Solenoid Valve 0 $ 126.00 2240 MPD Switch Mount 0 $ 149.00 2900 Fuel Truck Cabinet Mounting Package 0 $ 3,150.00 2070 S are Parts Module 2 $ 1,295.00 2080 Printer, (define model # and type here) - Panasonic Model 0 $ 349.00 2417 Serial Port 0 $ 35.00 2418 Parallel Port 0 $ 25.00 2419 External Tape Drive Backup w/Parallel Port Card 0 $ 300.00 3982 Bus Mouse w/Card 0 $ 52.00 8255 Belden #8255 ATG Liquid Sensor Cable 0 $ 0.65 8102 Beldon #8102 ATG Cable 0 $ 0.70 3982 BeIdon #88102 direct burial ATG Cable 0 $ 1.70 3982 Beldon #9740 MCU Communication Cable 1000 $ 0.25 Sub Total Page 1 MTI Pricing PART # SOFTWARE: 2001 Me aTrak 2.4 Host Software 0 $ 1,895.00 2002 Me aTrak Site Controller Communications Package 0 $ 495.00 2003 Me aTrak Preventive Maintenance Module 0 S 1,995.00 2004 Me aTrak Parts Inventory Module 0 $ 495.00 2005 Me aTrak ATG Module 0 $ 395.00 2006 Me aTrak LPG Module 0 $ 600.00 Customer to Provide PC per MegaTrak Specifications Yes/No No Sub Total PART # INSTALLATION: Note 2 & 3 MTI Factory Start -Up & Training Services 2 days) 0 $ 1,450.00 Note 3 Additional MTI Factory Start -Up & Training Services per day 0 $ 500.00 Note 4 Sub -Contract Labor, Parts, & Materials 0 S 750.00 Note 5 & 6 Site Engineering or Corrective Work 0 $ 500.00 Note 9 MTI Advanced Service or End User Training Classes 0 $ 300.00 2500 Me aTrak Introducto Video 0 $ 5.95 2501 MegaTrak Basic Installation and Training Video Set 0 $ 14.95 Note 7 Shipping & Handling 0 $ 44.50 Sub Total SUB -TOTALS Hardware Software Installation GRAND TOTAL Page 2 MITI Pricing TOTAL WEIGHTS LBS. Tot. W ht LBS $ - 11 0 $ - 11 0 $ - 0 $ 1,390.00 3 6 $ - 0.005 0 $ 12,600.00 0.0125 22.5 $ - 0.0125 0 $ 89.85 0.0125 0.0375 $ 2,195.00 28 28 $ 3,590.00 22 44 $ - 0.74375 0 $ 665.00 0 $ - 0 $ - 0 $ - 0 $ - 0 $ - 0 $ - 0 $ 495.00 0 $ - 0 $ - 0 $ - 0 $ 2,590.00 0 $ - 0 $ - 0 $ - 0 $ - 0 $ - 0 $ - 0 $ - 0 $ - 0 $ 250.00 0 S 23,864.85 100.5375 Page 3 MTI Pricing $ - Tot. Wght (Ibs) $ 23,864.85 100,5375 $ - 0 $ - 0 $ 23,864.85 Page 4 EXHIBIT "B" Year 2000 Compliance This is to certify that the MegaTrak Series 3000 Automated Fuel Control System and its internal computer systems are year 2000 compliant as defined by the Petroleum Equipment Institute (PEI). MegaTronics International Corp., the manufacturer, certifies that its MegaTrak products will not experience difficulties or changes in service levels related to the change in century as the result of such products and internal computer systems not being able to process the date change. Accordingly, it is hereby certified and warranted that such products will (i) have no lesser functionality with a respect to records containing dates before or after January 1, 2000, than previously with respect to dates prior to January 1, 2000; (ii) correctly interface with other software used which may deliver records to, receive records from, or otherwise interact with software in the regular course of data processing, assuming that the compatibility for such software has been previously predetermined. The MegaTrak fueling system exceeds the standards of the Petroleum Equipment Institute (PEI) which defines Y2K compliance as the "ability of a computer system and/or related hardware, including all components provided by vendors to: 1. Handle date information before, during, and after January 1, 2000, including, but not limited to, accepting date input, providing date input, and performing calculations on dates or portions of dates. 2. Function accurately and without interruption before, during, and after January 1, 2000, without any change in operation associated with the event of the year 2000 and the new century. 3. Respond to two -digit year input in a way that resolves the ambiguity as to century in a disclosed, defined, and predetermined manner. 4. Process two -digit year information in ways that are similarly unambiguous as to century. 5. Store and provide output of date information in ways that are similarly unambiguous as to century. 6. Recognize and respond to the fact that the year 2000 is a leap year. In addition, MegaTrak will operate "accurately" in the manner it was intended in regard to date -related operations when given a valid date containing century (as defined by a four -digit year), year, month, and day. For purposes of this certification, the term "accurately" shall be defined to include. Calculations using date must execute using a four -digit year; 2. Functionality on-line batch, including but not limited to entry, inquiry, maintenance and update, must support four -digit year processing. 3. Interfaces and reports must support four -digit year processing; 4. Successful translation into year 2000 with the correct system date (e.g. 1/1/2000) without human intervention; 5. Processing with a four (4) digit year after transition to any beyond the year 2000 without human intervention; 6. Providing correct results in forward and backward date calculation spanning century boundaries; This affirms MegaTronics International Corp.'s state of the art technology and provides maximum assurance that you are receiving a product that is compliant with the changing needs of tomorrow. Kay H. Turner Chief Executive Officer MegaTronics International Corp. 8833 Tradeway San Antonio, TX 78217 (210) 804-1007 EXHIBIT "C" LIMITED WARRANTY MEGATRONICS INTERNATIONAL CORP. (MTI) warrants the MegaTrak Fuel Control System (hereinafter referred to as "MegaTrak") to be in good working order for a period of one (1) year from date of installation to the original End User. Such Warranty shall apply only to those MegaTrak products installed by MTI, or by an authorized MTI DISTRIBUTOR. Such Limited Warranty shall apply in the event of failure of any part(s) proved to be defective in workmanship or material occurring within that one (1) year period. MTI, at its option, will repair or replace the Product(s) at NO CHARGE FOR PARTS for the aforesaid period of one (1) year under the terms and conditions as set forth in this Limited Warranty. All Warranties for defective part(s) in the MegaTrak System, expressed or implied, including merchantability and fitness for purpose, are limited to one (1) year from the date of the original installation to an original User and no Limited Warranty, either expressed or implied, will apply after that date. The Limited Warranty provided by MTI on Software shall be for a period of one (1) year following the installation of the MegaTrak System at the site of the End User. Software support shall be made available telephonically, with a response of time (24) hours, and End Users are encouraged to purchase the installation of diagnostic programs, for an additional cost, on the installed Software for optimum telephone support. If the MegaTrak System does not perform as warranted herein, the owners of such System, as their sole remedy, shall look to MTI, to repair or replace the System as provided below. In no event, however, will MTI be liable for damages, consequential damages, lost revenue, lost wages arising from the purchase, use, or inability to use this product, even if MTI has been advised of the possibility of such damages. Upon notification of a defective Part(s) or the non-functioning of the System, MTI shall arrange for the repair or replacement of the defective part(s), if within the Warranty period. If a defective part(s) or product is required to be returned to MTI, the Customer agrees to obtain a Return Merchandise Authorization (RMA) number and to return such item(s) , insured, freight prepaid, and securely packaged to either the local Distributor from which the part(s) or product was purchased or to MTI's Corporate Headquarters located at 8833 Tradeway, San Antonio, Texas 78217. No expressed or implied Warranty is made for any MegaTrak part(s) and/or Products which are not installed, used, or operated in accordance with MegaTrak instructions and specifications, or which may be damaged by accidents, abuse, misuse, vandalism, natural or personal disaster, including, but not limited to lightning, fire, flood, riot, and/or any unauthorized modifications. (Hardware and Software Maintenance Agreements shall be made available for purchase by all MegaTrak Customers, covering the period following the expiration of this Limited Warranty). This Limited Warranty shall apply only to those MegaTrak Products sold to and installed at the original End User by MTI or its authorized agent(s), dealer(s), and/or Distributor(s).