ORDER NO. 25034 - APPROVAL OF PURCHASE AGREEMENTS FOR IMAGING ~ EQUIRMENT BETWEEN THE SOFTWRRE GROUP, INC. AhlD KERB CDUIVTY Dn this the 22nd day of September, 1997 upon motion made by J~_~dge Denson, seconded by Commissioner Lackey, the Co~_irt approved by a vote of 4-1-0, with Commissioner Letz opposing, the Purchase Agreement for imaging between The Softwar^e Gr~o~_~p, Inc, and Kerr Co~..~nty and authori 16 MR Ram/512 Kb Cache/2MP Video RAM 3.2GR Disk/12/24X CD-ROM 1.44MP Diskette Drive Serial F'or^t/Parallel Fart Cables / Keyboard Pus Mouse Sony Trinitrol 17" Color Monitor^ „ COh1 Ethernet Controller TCF'/IF', NFS Communication SW/HW/Configuration ab1eVIEW Doc~_unent Retrieval & Print ableServe Network Image Communications Software ableTer:n Terminal F_m~.rlator/Network Interface!Enhanced System Installation/On-Site Training Sub Total _ Installation Purchase F'ricef 15, 360 Deposit (25) This agreement shall become a binding contr-act between the parties when accepted by the signature of an officer of TSG at its home office. Client is advised to read the Terms and Conditions appearing on the reverse side of this agreement befog'e signing below. PAGE 409 Client The Software Grcn.!o, Inc. Ry: /s! Robert A. Denson Dy: Blame (Print? : Robert A. Denson hlame (F'rint> : Title: Co~..!nty ,7~_rdge Title: Date: Sept :~~', 1937 Date: PURCHRSE AGREEMENT 1. Agreement to Sell and Purchase Equipr•ent For the Purchase F'rice stated on the face hereof, TS6 agrees to sell and deliver to Client, and Client agr^ees to purchase and accept from TSG the Equipment descr^i bed and listed on the face hereof or^ any continuation sheets hereof. 2. Sub-license of the Program For the purpose of this paragraph and if applicable to the Equipment, the term "Program" shall mean the Supplier's open-sting system software. For the Purchase F'r•ice, TSG agrees to obtain for^ Client from the Supplier- of each item of Eq,_ripment a non-exclusive, non-assignable s~_rbiicense to use and practice the Program. The s~_rb-license does not grant to Client the right to prod,xce, p~_!blish, or license the Program 'to others, or• to use the F'rogr•am in any manner other than with the Eq~_ripment. Client acknowledged and agrees that the entire eight and title to the F'r^ogram and the material ther'~ein contained is and shall remain the proper^ty of Supplier and has been expressly reserved unto SuppliEr. Client f~_n-ther -y acknowledges and agrees that S~.applier- has exclusive right to protect by copyright or otherwise, to reproduce, p~_,blish, sell, and distribute the F'royram and all material therein contained. The pr^ovisions of this subpar^a graph shall be consider-ed as a third-party be'neficiar•y contr^act for• the benefit of the supplier^ and enforceable by the Supplier. 3. Purchase Price and Method of Payr.ent Client agr^ees to pay to TSG and TSG agrees to accept from Client, as payment in full fo'r the Equipment, the Purchase Price in the following manner and at the following times: (11 Twenty--five percent (c 5X) of the Purchase F'r ice ~_rpon execution of the F',_rrchase Agreement by hoth, and (~) The remaining balance of the unit price of each item of Eq,_rip!nent delivered to Client within 'ten (10) days after ,=aid Equipment is delivered. 4. Costs and Taxes The Purchased F'r^ice does not include shipment costs for^ the Eq~_!ipment from the Supplier's place of manufacture to Client's installation site and insur^ance while the same is in transit. Also, the Purchase F'r•ice does not inclt.!de cony taxes or other government impositions, including without limitation, sales and use taxes. All such costs of shipping, freight, war-ehousir~g, handling, insur^ance, taxes, and government impositions, if any, shall be in'.•oiced separately t~ C h en+_ and Client =_hali pay the same in addition to the Purchase Price. F'AGE 41!d 5. FOB Point Delivery of each unit of Equipment shall be F.D.P. s~.ipplier's place o~F man,_~fact,.n^e. E. Schedule for Delivery Delivery of each ,_init of Equipment shall take place within sixty (60) days after execution of this Purchase Agr-Bement by both of the par^tiesg provided, however, that TSG shall have no liability to Client for• delays in delivery due to ca~..ises beyond the control and witho,.it the fault or• negligence of TSG, s~..tch as but not limited to, acts of God, acts of government, fire, flood, strikes, embargoes, material shortages, delays in transportation, and client's fail,_ire to or delay in signon the non-exclusive sub-license agreement. 7. Installation of Equipment and Rcceptance The Purchase F'r•ice includes the installation of the Equipment. Upon the completion of the installation, Client shall obtain from the installer a Certificate of Completion of Installation, or• similar document, which Certificate of similar document shall constitute Client's acceptance of the Equipment and F°rogram. Such acceptance shall be final and conclusive except for latent defects, fra~_td, such gross mistakes as amo,_tnt to fraud and rights and remedies available to Client under the Paragraph hereof entitled Warranties. 8. Site Requirements Client shall provide a s,_titable envior-r~ment, location, and - space for the installation and operation of the Equipment, which space shall be fr^ee from excessive personnel traffic, dust and smoke. Client shall provide sufficient and adeq~_,ate electrical circuits for the Equipment. Client shall provide for the installation of the CRT cable, printer cable, and communications cable to the specifications of the Supplier. 9. Warranties (a)TSG warrants that each unit of Eq,.tipment shall be new and ~_tnused, and, if Client fully faithfully per•for-ms each and every obligation required of it incl'_tding making all payments hereunder when due, Client's title to each unit of Equipment shall be free and clear of all liens ar~d encumbrances arising through TSG. (b)The parties understand and agree that TSG is not the mama~Facturer of the Equipment. As such, TSG does not warrant guarantee the condition of the Equipment or• the operational characteristics of the Equipment. TSG hereby grants and gives to Client any warranty adjustments TSG may receive fr^om the manufact,_trer or S~_ipplier of the Equipment. (c)THIS P'ARAGRAP'H CONTAINS ALL THE REPRESENTATION AND WARRANTIES OF TSG. NO OTHER WARRANTIES ARE AF'F'LICRPLE TO THIS PURCHASE AGREEMENT DR THE EQUIPMENT DELIVERED HEREUNDER INCLUDING IMPLIED WARRANTIES OF MF_RCHANT AAILITY AND FiThlESS OP, INTENDED F'ARTICUL_AR P'URP'OSE. 10. Security Interest in TSG Client hereby grants to TSG a security interest in each unit F'AGE 411 of Eq~_ripment deliver^ed her^e~_rnder from the time of its delivery until its Purchase F'r^ice is paid in f~_rll to secure payment of any remaining balance of it=. P~.rrchase F'rice. TSG ;nav enforce it security interest in any manner provided by the laws of the State of Texas. Client agrees ~_rpon the request of T.G, to siyn any documents necessary to perfect or to continue perfected the sec~_rrity inter^est of. TSG. il. Separate License Agreewent The par^ties understand and agree that this p'ur^chase Agreement contains nn rights and r^emedies for^ either' party related to any separate Software License Agr^eement between the par^ties. The rights and r^emedies of either^ party relating to any licensed software product and its use on with the Equipment shall be as stated in said separate L-icense Agreement. 12. Equipment Maintenance It shall be the r^esponsibility of the Client to repair and maintain the Eq~_ripment after its acceY~tance. 13. Liwitations on Liability TSG's liability for damages arising out of or in connection with this P~_rrchase Rgreement, whether based on a theory of contract or- tort, including negligence or str^ict liability, shall be limited to the total Purchase Price or^ the total amount paid by Client herei_rnder, whicheverxs less. Notwith=_tanding anything to the contrary, in no event >hail TSG be 1ia61e to client or any per^son claiming through Client, for (i) indirect, r-~emote, incidental, special, exemplary, p~.rnitive, or consequential damages, (ii) any dartiages whatsoever- dr..re to ca~_rses beyond the r^easonable control of TSG or (iii) loss of use, profits, or r^evenues by Client. 14. Independent Contractor TSG shall be and r^emain at all times an Independent Contractor and shall not be considered 'For any n~_rrpose as an officer, agent, or employee of either Client or a Supplier. TSG shall not represent to any person that it is an agent or employee of Client or a Supplier. 15. Governing Law This F'~_rrchase Agreement shall be interpreted and enforced in accordance with the laws of the State of Texas. In the event any party of this Purchase Agr^eement is invalidated by_ a court or legislative action, the realigned hereof shall remain .in f~_rll force and effect. 16. Entirety of Agreewent and Awendwents. (a) This- Prrchase Agreement contains all of the representations, warr-~anties, and promises of the parties relating to the subject matter her^e of, whether oral or^ wr^itten, and supersedes all r^e presentations, warranties, and nromises of the parties relating to the s~-rbject matter hereof which predate this P~.rrchase Agreement. (b) This Pt.rrchase Agreement may only be amended, modifiad or changed by written inttr^ument signed by both par^ties. F'o-ICE 41 r'. 17. Approval of Governing Body Client repr-esents and warrants to that this P~_~rchase Agreement has been approved by its governing body and is a binding obligation ~_rpon Client The Softwar-e Group, Inc aE Jupiter North Technology F'ark+r 1125 Jupiter Road, Suite ivlrD * Plano, Texas 75x74 PURCHASE RGREEMENT l This Agreement is made and entered into this 22nd day of September^, 1997, by and between Kerr County ("Client") and The Softwar^e Group, Inc ("TSG"), a Texas Corpor^ation with its pr^incipal place of br_rsiness at Jupiter North Technology F'ar^k, 112a Jupiter^ Road, Suite iRrrQr, Plano, Texas. Eouipment/Item Description Unit Extended Qtv Unit F'rice Amount Document Imaging - Capture Station ~ 626 841 Pentium 200 MHz-Windows 951MS Dffice (3 Year^ On Site Warr•anty> 16MR Ram/512Kb Cache/2MP Video RAM 3.2GB Disk/12/.^_4X CD-ROM 1.44MB Diskette Drive SerialF'ort/Parallel Fort CabiesrKeyboar^d Pus Mo~_rse Sony Trinitron 17" Color Monitor Twan Image Management Driver-s ableServe Document Transfer Laser Printer Fujitsu Scanner, 25ppm, 2aQ+-4S0dpi, 8.5x14 :s COM Ethernet Controller TCF'/IP,NRS Communication 5W/HW/Configuration ab1eSCAN PC Docr_iment Capture Station Software ab1eUIEW Doc~_rment Retrieval R Print ableTerm Terminal Em~_rlator/Network Interface/Enhanced System Installation/On-Site Training This agreement shall become a binding contract between the parties when accepted by the signature of an officer of TSG at its hove office. NetworkfCommunication/Host Requirements Host Document Management System (3 User License) 14?r Pase T Controller 4GB Disk Expansion (IRM System> 4rnm Tape Drive (IPM Systeml Installation/Setup Client is advised to read the Terms and Conditions appearing on the reverse side of this agreement before signing below. Client The Software Group, Inc. Py: /sfRobert A. Denson Py: Name(F'rint) Robert A. Denson Name(Print): Title: County Judge Title: Date September~~, 1997 Date: PAGE 413 Purchase Agreement i. Agreement to Sell and Purchase Equipment ~ ) For the Pur^chase Price stated on the face hereof, TSG agrees to sell and deliver to Client, and Client agrees to purchase and accept fr^om TSG the Equipment described and listed on the face hereof or any continuation sheets hereof. 2. Sub-license of the Program For the purpose of this par^agraph and if applicable to the Equipment, the term "Program" shall mean the Supplier's operating system software. For the Purchase Price, TSG agrees to obtain for Client from the Supplier of each item of Equipment a non-exclusive, non-assignable sublicense to use and practice the Pr^ogram. The sub-license does not grant to Client the right to produce, publish, or license the Program to others, or to use the Program in any manner other than with the Equipment. Client acknowledged and agr^ees that the entire right and title to the Program and the material therein contained is and shall remain the property of Supplier and has been expressly reserved unto Supplier. Client further acknowledges and agrees that Supplier has exclusive right to pr•atect by copyright or otherwise, to reproduce, publish, sell, and distribute the Program and all material therein contained. The provisions of this subparagraph shall be considered as a third-party beneficiary contract for the benefit of the supplier and enforceable by the Supplier. 3. Purchase Price and Method of Payment Client agrees to pay to TSG and TSG agrees to accept from Client, as payment in full for the Equipment, the Purchase Price in the following manner and at the following times: ti) Twenty-five percent (25X) of the Purchase Price ~_~pon execution of the Purchase Agreement by both, and t2) The remaining balance of the unit price of each item of Equipment delivered to Client within ten tiQ~> days after said Equipment is delivered. 4. Costs and Taxes The P~_irchased Price does not incl~_tde shipment costs for the Equipment from the Supplier's place of manufacture to Client's installation site and insurance while the same is in transit. Also, the Purchase Price does not include any taxes or other government impositions, including without limitation, sales and use taxes. All such costs of shipping, freight, warehousing, handling, insurance, taxes, and government impositions, if any, shall be invoiced separately to Client and Client shall pay the same in addition to the Purchase Price. 5. FOB Point Delivery of each unit of Equipment shall be F.O.B. supplier's place of manufacture. 6. Schedule far Delivery _ Delivery of each unit of Equipment sixty !E0) days after execution of F'AGE 414 shall take place within this Purchase Agreement by both of the parties; provided, however, that TSG shall have no liability to Client for^ delays in delivery due to causes beyond the contr^ol and witho~..it the fault or negligenr_e of TSG, s~_~ch as but not limited to, acts of God, acts of government, fire, flood, strikes, embargoes, material shortages, delays in transportation, and client's failure to or delay in signon the non-excl~.isive sub-license agreement. 7. Installation of Equipment and Rcceptance The P~_irchase F'rice includes the installation of the Equipment. Upon the completion of the installation, Client shall obtain from the installer a Certificate of Completion of Installation, or similar document, which Certificate of similar document shall constitute Client's acceptance of the Equipment and Program. Such acceptance shall be final and conclusive except for latent defects, fraud, such gross mistakes as amount to fraud and rights and remedies available to Client under the Paragraph hereof entitled Warranties. 8. Site Requirements Client shall provide a suitable enviornment, location, and space for the installation and operation of the Equipment, which space shall be fr^ee f'r^om excessive personnel tr^affic, dust and smoke. Client shall provide sufficient and adeq~_iate electrical circuits for the Equipment. Client shall provide for the installation of the CRT cable, printer cable, and communications cable to the specifications of the Supplier. 9. Warranties (a)TSG warrants that each unit of Equipment shall be new and unused, and, if Client fully faithfully performs each and every obligation required of it including making all payments hereunder when due, Client's title to each unit of Equipment shall be free and clear of all liens and encumbrances arising through TSG. (b>The parties under^stand and agree that TSG is not the manufacturer of the Equipment. As such, TSG does not warrant guarantee the condition of the Equipment or the operational characteristics of the Equipment. TSG hereby grants and gives to Client any warranty adjustments TSG may receive from the manufacturer or Supplier of the Equipment. (c>THIS PRRAGRAPH CONTAINS ALL THE REPRESENTATION AND WARRANTIES OF TSG. NO OTHER WARRANTIES ARE APPLICABLE TO THIS PURCHASE RGREEMENT OR THE EDl1IPMENT DELIVERED HEREUNDER INCLUDING IMPLIED WARRANTIES OF MERCHANT ABILITY AND FITNESS OR INTENDED PARTICULAR F'URF'USE. 10. Security Interest in TSG Client hereby grants to TSG a security interest in each ~.~nit of Equipment delivered hereunder from the time of its delivery until its Purchase F'rice is paid in ft.~ll to secure payment of any remaining balance of its Purchase Price. TSG may enforce it security interest in any manner provided by the laws of the State of Texas. Client agrees upon the request of TSG, to sign any documents necessary to perfect or to continue perfected the security interest of TSG. PAGE 415 11. Separate License Rgreement The par^ties understand and agree that this purchase Agreement ~ contains no rights and remedies for either party related to ' any separate Software License Rgreement between the parties. The rights and remedies of either' party relating to any licensed software product and its use on with the Equipment shall be as stated in said separate License Rgreement. 12. Equipment Maintenance It shall be the responsibility of the Client to repair and maintain the Equipment after its acceptance. 13. Limitations on Liability TSG's liability for damages arising out of or in connection with this F'~_irchase Agreement, whether based on a theory of contract or tort, including negligence or str^ict liability, shall be limited to the total purchase price or the total amount paid by Client hereunder, whichever is less. Notwithstanding anything to the contrar^y, in no event shall TSG be liable to client or any person claiming through Client, for (i) indirect, remote, incidental, special, exemplary, punitive, or consequential damages, (ii) any damages whatsoever d~_ie to causes beyond the reasonable control of TSG or (iii) lass of use, profits, or revenues by Client. 14. Independent Contractor TSG shall be and r^emain at all times an Independent Contr'actor' and shall not be considered for any purpose as an officer, -~ agent, or employee of either Client or a Supplier. TSG shall not represent to any person that it is an agent or employee of Client or a Supplier. 15. Governing Law This purchase Agreement shall be interpreted and enforced in accordance with the laws of the State of Texas. In the event any party of this Purchase Agreement is invalidated by a court or legislative action, the realigned hereof shall remain in full for^ce and effect. 16. Entirety of Agreement and Amendments. (a) This Purchase Agreement contains all of the representations, warranties, and promises of the parties relating to the subject matter hereof, whether oral or written, and supersedes all representations, warranties, and promises of the parties relating to the subject matter hereof which predate this purchase Agreement. (b> This Purchase Agreement may only be amended, modified or changed by written instrument signed by both parties. 17. Approval of Governing Body Client represents and warrants to that this F'ur^chase Agreement has been approved by its governing body and is a binding obligation upon Client The Software Group, Inc * Jupiter^ North Technology park+e 1120 Jupiter Road, Suite 100 * plann, Texas 75074 F'AGE 416