INTERACTIVE VOICE RESPONSE SYSTEM & INSTALLATION AGREEMENT
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SELECTRON
7225 SW Bonita Road
Portland, OR 97224
(503) 639-9988
Number: 290601
INTERACTIVE VOICE RESPONSE SYSTEM & INSTAllATION AGREEMENT
THIS AGREEMENT IS MADE BETWEEN: Selectron and CUSTOMER: City of Clearwater, Florida located at
100 South Myrtle Street, Clearwater, Florida 33756
In consideration of the mutual agreements herein contained, Selectron agrees to sell, and Customer agrees to purchase a System on
the following terms and conditions:
1. Agreement of Sale:
Selectron shall sell to Customer and shall deliver and install at 100 South Myrtle Street, Clearwater, Florida 33756 (the
"Premises") the System described in Schedule A attached. The System and components thereof, including software, if any, is
hereinafter referred to as the "System" and/or "Equipmenf'.
2. Purchase Price and Payment:
2.1 Payment shall be as follows:
2.1 " 1 The payments shall be paid as defined in Schedule A"
2.2.2 If the system is connected but work is not completed, an amount equal to that portion of the purchase price properly
allocated to material and labor needed to complete work may be withheld by the Customer until work is completed.
3. Connection Date:
3.1 The term "Acceptance Date" means the first (1 st) business day on which installation of the System is substantially completed.
Minor omissions or variances in performance of the System, which do not materially or adversely affect the operation of the System as
a whole shall not be deemed to have postponed the Installation Date. Selectron shall diligently endeavor to make timely delivery and
installation. HOWEVER ALL STATED DELIVERY AND INSTALLATION DATES ARE APPROXIMATE AND, EXCEPT AS
EXPRESSLY PROVIDED IN THIS AGREEMENT, SELECTRON SHALL, UNDER NO CIRCUMSTANCES, BE DEEMED TO BE IN
DEFAULT HEREUNDER OR BE LIABLE FOR DAMAGES - SPECIAL, CONSEQUENTIAL OR OTHERWISE - RESULTING FROM
DELAYS IN DELIVERY OR INSTALLATION.
3.2 The contract price is based upon Customer's Premises and facilities being available to allow Selectron to perform continuous,
uninterrupted work between 8:00 a.m. and 5:00 p"m., Monday through Friday pursuant to a prearranged schedule. Additional labor will
be billed if Selectron's labor schedule is within Customer's control.,
3.3 In the event the Installation Date is delayed for reasons beyond the control of Selectron, or the Customer's control, (for
example, delays by the Customer's inability to give Selectron access to the Premises, or delays caused by construction
scheduling), Selectron may have the right to invoice for labor already incurred and equipment ordered for Customer even if
such labor or equipment would not otherwise be due under the terms of this Agreement.
Customer has read this Agreement, understands that the terms and conditions contained on the reverse side hereof and
applicable schedules apply fully to this Agreement, and acknowledges that it understands this Agreement and is bound
hereby.
In witness whereof, the parties hereto have caused the Agreement to be executed by their duly authorized officers or
representatives.
ACCEPTED BY:
Selectron
(On behalf of Customer)
7225 SW Bonita Road
Portland, OR ftJ2j;~ JJ ~ / /
By: Mike KObeliY /014 /~"
Clearwa r, FL 33756
S e attached Signature Page
By:
Tit :
Date:
Title: President Date: 06/29/2001
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Signature page for Interactive Voice Response System & Installation Agreement
Number 290601
Brian ~;I ~
Mayor-Commissioner
By:
Countersigned:
" "am B. Horne, II
City Manager
Approved as to form:
Attest:
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ne C. Hayman
ssistant City Attorney
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INTERACTIVE VOICE RESPONSE SOFTWARE LICENSE AGREEMENT
YOU NEED TO READ THE TERMS AND CONDITIONS OF THIS AGREEMENT BEFORE YOU ACCEPT DELIVERY OF THE
INTERACTIVE VOICE RESPONSE SYSTEM. ONCE YOU HAVE READ THIS LICENSE AGREEMENT AND AGREE TO ITS
TERMS, SELECTRON WILL SHIP YOUR SYSTEM TO YOU. BY TAKING RECEIPT OF THE INTERACTIVE VOICE RESPONSE
SYSTEM, YOU SHOW YOUR ACCEPTANCE OF THE TERMS OF THIS LICENSE AGREEMENT. THE AGREEMENT IS IN
EFFECT FROM THE DAY THE INTERACTIVE VOICE RESPONSE SYSTEM ARRIVES ON-SITE.
LIMITED USE SOFTWARE LICENSE AGREEMENT
The terms and conditions of this Agreement will apply to the SOFTWARE supplied herewith and derivatives obtained therefrom, including any
copy. The term SOFTWARE includes programs and related documentation supplied herewith.
If you have executed a separate Software Agreement covering the SOFTWARE supplied herewith, such Software Agreement will govern.
1. SELECTRON'S TITLE AND LICENSE GRANT
The SOFTWARE is copyrighted and/or contains proprietary information protected by law. All SOFTWARE, and all copies thereof, are and will remain
the sole property of Selectron. Selectron hereby grants you a personal, non-transferable and non-exclusive right to use, in the United States, Puerto
Rico, and Canada, all SOFTWARE, in whatever form recorded, which is furnished to you under or in contemplation of this Agreement. This grant
is limited to use on a single processor at a time. Any other use of this SOFTWARE or removal of the SOFTWARE from a country in which use
is licensed shall automatically terminate this license"
You may: Use the SOFTWARE on a single terminal or a single workstation of a computer (or its replacement); Customer may use SOFTWARE on
multiple terminals or workstations with Selectron's approval, at no additional charge. load the SOFTWARE into your computer's temporary memory (RAM);
Install the SOFTWARE into a permanent storage device (such as a hard disk drive) and make backup copies from that device; Make one working
copy of the SOFTWARE (if the working copy becomes inoperable, you may make another working copy if the inoperable copy is erased); Transfer
(but not rent, lease, lend, or sublicense) the SOFTWARE and manual if the recipient agrees to the terms of this license and registers with
Selectron, provided you transfer or destroy all copies made of the SOFTWARE. You may not: Make copies of the SOFTWARE or manual,
except as permitted above; Install the SOFTWARE in such a way that it can be used on more than one work-station or terminal at a time without
purchasing a separate license for each workstation or terminal; Modify, decompile, dissemble, or reverse-engineer the SOFTWARE.
You agree to obtain prior Selectron approval for multi-processor usage,
You agree to use your best efforts to see that any user of the SOFTWARE licensed hereunder complies with the terms and conditions of the
License Agreement and refrains from taking any steps such as reverse assemble or reverse compilation, to derive a source code equivalent of the
SOFTWARE.
2. LIMITED WARRANTY
A. Selectron warrants that the SOFTWARE will be in good working order for a period of one (1) year,
B, Selectron has used reasonable efforts to minimize defects or errors in the SOFTWARE. HOWEVER, YOU ASSUME THE RISK OF ANY AND All
DAMAGE OR lOSS FROM USE, OR INABiliTY TO USE THE SOFTWARE.
C. YOU UNDERSTAND THAT SElECTRON MAKES NO WARRANTIES, EXPRESSED OR IMPLIED AND SPECIFICAllY DISCLAIMS ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR NEW APPLICATION DEVELOPMENT DONE TO SElECTRONI'S SOURCE CODE BY
UNAUTHORIZED INDIVIDUALS.
D. Selectron will not be liable for consequential (indirect) damages arising from the operation of Selectron SOFTWARE products, This warranty gives
you specific legal rights, and you may also have other rights which may vary from state to state.
Selectron retains title to the SOFTWARE and manual. Any breach of the above restrictions is a violation of copyright law and will cause the immediate
termination of this license, The prevailing party in any action brought in connection with an alleged breach of the above restrictions shall be awarded
reasonable attorney's fees and court costs,
3. GOVERNING LAW
This agreement is govemed by the law of the State of Florida.
4. EXCLUSIVE REMEDIES AND LIMITATION OF LIABILITIES
You agree that your sole remedy against Selectron for loss or damage caused by any defect or failure in the software regardless of the
form of action, whether in contract, tort, including negligence, strict liability or otherwise, shall be the contract price of Selectron furnished
software. This shall be exclusive of all other remedies against Selectron.
BY:
ACCEPTED BY:
SELECTRON
7225 SW Bonita R~oad
Portland, OR 972 / / /
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ACCEPTED BY:
City of Clearwater, Florida
100 South Myrtle Street
Clearwater, FL 33756
See attached Signature Page
BY:
(authorized on behalf of customer)
PRINT NAME:
PRINT NAME: Mike Kobelin
TITLE:
DATE:
TITLE: President
DATE: 06/29/2001
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Signature page for Interactive Voice Response System & Installation Agreement
Number 290601
Countersigned:
Approved as to form:
Attest:
ne C. Hayman
ssistant City Attorney
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Schedule A
SYSTEM COST ANALYSIS
Base System (4-port system):
$33,900.00
Interactive Voice Response Workstation (Summary):
· Industrial-Grade PC · Microsoft Windows NT
· Intel Pentium 111650 MHZ CPU · Microsoft Access Software
· 128 MB RAM, 10.1 GB hard drive · Remote Access Software
· CD ROM, 56K Modem, Network Card
· 4-Port Voice Card & software user license
Voice Permits ™ Software (included in Base System price):
Contractor Modules: Inspector Modules:
. Schedule an Inspection · Post Inspection Results
· Cancel an Inspection · Schedule an Inspection
. Obtain Inspection Results · Cancel an Inspection
· Inspection Failure Codes
· Permit Based Messaging
· VP Reporter v1.0 Reporting Module
gO-day delivery
Five-day On-Site Installation and Training
One-year warranty on Selectron-provided hardware and software
From date of System Acceptance
Full System Documentation
Phone lines and network service required to support the installation
Included
Included
Included
Not Included
Total Investment:
$ 33,900.00
Sales Tax or any other applicable taxes are not included in any of this proposal's pnclng
information. If Sales tax or any other tax becomes applicable, these taxes will then need to be
added to the proposed pricing. There are no taxes associated with this transaction from Oregon.
They should only be relating to your local area or state.
July 12, 2001
City of Clearwater, Florida
Confidential and Proprietary to Selectron
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Schedule A
PAYMENT SCHEDULE
Selectron's standard payment terms listed below are defined in three steps.
Payment Terms:
25% At time of execution of contracts
50% At completion of on-site installation
25% Upon final acceptance
The initial payment invoiced at completion of contract negotiations and upon receipt of purchase
order enables Selectron to purchase necessary hardware, fund on-site expenses and invest the
technical support hours to design and develop the customized Voice Permits™ application for
your jurisdiction.
The second payment invoiced at the completion of the on-site installation and training phase of
the implementation, or when the system is available for customer testing at customer site.
The final payment is made after the system has completed final testing and acceptance. When
the customer has had the opportunity to carefully test all functions and requirements as defined
by the contract and agreed upon call flows. It is the customer's responsibility to supply adequate
staff to ensure full testing is completed in a period not to exceed thirty (30) days. Selectron will
have resolved all issues found during the last phase of testing.
If delays in final testing and acceptance occur following the completion of the system acceptance
that are not due to Selectron issues thereby preventing acceptance to occur within the thirty (30)
day allotted time, then full payment will become immediately due.
Selectron would expect payment to occur within thirty (30) days of receipt of invoice or at the
completion of testing, whichever comes last.
Sales Tax or any other applicable taxes are not included in any of this proposal's pnclng
information. If Sales tax or any other tax becomes applicable, these taxes will then need to be
added to the proposed pricing.
July 12, 2001
City of Clearwater, Florida
Confidential and Proprietary to Selectron
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Schedule A
ADDITIONAL INFORMATION
Additional Voice Ports Hardware:
4 Port Voice Board
8 Port Voice Board
12 Port Voice Board
$ 6,000.00
$ 12,000.00
$18,000.00
Price includes 12-month parts and labor warranty and associated licensing.
Time-and-Materials Billing Rates:
Selectron will provide custom programming and non-warranty/maintenance customer support on
a time-and-materials basis.
Requested design, programming, testing, documentation, implementation work, and customer
support will be done at $125.00 per hour.
Additional Training and On-Site Support:
If additional on-site training is required, it will be provided on a time-and-materials basis ($125.00
per hour) plus per diem of $35.00 per day per person. An optional fixed cost of $750 per day plus
expenses, based on three or more consecutive days is also available.
Travel and Out-of-Pocket Expenses:
All travel and associated expenses for the five-day on-site installation work during the initial setup
are included in the Base System price. If the customer requests additional on-site work, customer
will be responsible for booking Selectron's Air, Hotel and Rental Car. Per diem is limited to
$35.00 per day per person.
On-Going Support:
An annual maintenance contract will be available for purchase following the warranty period.
During the maintenance term Customer is entitled to receive maintenance updates, revisions of
and enhancements to the Products. This includes any additional revisions of the software and
any new releases of the software and all fixes and bugs.
The contract amount will be 10% of the purchase value of the system and may be less if several
of the optional software and hardware modules are purchased. Maintenance for the next four
years will be no greater than 5% increase from the preceding year.
On-Going Support Response Time:
On-Going Support Response times will be entered as Priority One, Two or Three.
Priority One is defined as a failure that causes a system crash, unrecoverable data loss or
impairment of critical system functions. Selectron's response time is four (4) hours or less.
July 12, 2001
City of Clearwater, Florida
Confidential and Proprietary to Selectron
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Schedule A
Priority Two is defined as a failure that causes impairment of critical system functions where a
workaround solution exists. Selectron's response time is twelve (12) hour or less.
Priority Three is defined as all other action items. Selectron's response time is twenty-four (24)
hours or less.
July 12, 2001
City of Clearwater, Florida
Confidential and Proprietary to Selectron
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