INTERACTIVE MULTIMEDIA PRODUCTION AGREEMENT
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'nteractivJ Multimedia Productio~:Agreement
for
The City of C/ear\N'oter
1HIS AGREEMENT is entered into as of this 'l!!:iay of
Interactive, Inc. ("Silver Image") and the City of Clearwater
The parties agree as follows:
1. Services
Silver Image hereby agrees to prepare for and supply to The City the following custom version of
the City Information System ("System") for use by The City. The System is a stand alone, kiosk-
based interactive multimedia system. It has the following requirements and components:
. Has five major areas (initially identified but subject to change) of program information.
They are:
-Management resources
- Infrastructure resources
- Public safety
- Quality of life
- City organization
. There is dynamic linking to various subjects to expedite information retrieval
( Subject Directory)
. There is an Attract portion w~d:l isa self-contained, continuously running segment
attracting users to the system and explaining how to use it
. Active buttons on the left of the screen allow access to information through a touchscreen
interface
. The system will be updatable through Macromedia Director 4.0, an authoring program
. The system will provide a log of user responses for market research and feedback.
. The Custom Update Module will provide information updatingfrom a menu driven
program
. An automatic update system will provide system changes via an RS-232 modem
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~e development of the systJ encompasses the following segment:
+ Pre-Production (segment 1)
· Research, treatment, meetings and script
· High level and detail design
. Pre-production, music search, location scouting
+ Production (segment 2)
· Remote photography and digitization of stills
· Graphics design
· Audio production
· Audio and video digitization and editing
+ Authoring (segment 3)
· Authoring Main Kiosk System and Database Programs
· Authoring Custom Update Module
. Authoring Automatic Update System through RS-232 modem interface
· Testing above programs/reauthor as needed
· Programs transferred to The City hard drive
· InstaUationand training
2. De$ignated Liaison Personnel
In order to maintain consistency and account familiarity, Silver Image will assign Merrily Miller as
the primary liaison between The City and Silver Image. The City will designate one employee as a
primary contact between Silver Image staff and The City. The City will also designate one employ-
ee per major project area as a primary contact within that area.
3. Payment Terms
The City agrees to pay Silver Image the sum of $36,000.00 for the System in the following manner:
· 20% ($7,200.00) upon completion of high level and detail design documents
.30% (10,800.00) upon completion of Pre-Production (segment 1)
Deliverables included are:
· Completion of client database input requirements
· Project script
· Kiosk design and HVAC requirements
· Hardware specifications and recommendations
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- 30% ($10,800.00)upon completion of Production (segment 2)
Deliverables included are:
- Digitized photographic images
- Finished digital audio tracks
- Finished graphic designs and images
- Finished digital video segments
-10% ($3,600.00) upon completion of Authoring (segment 3) and before training is
provided and final product is transferred to The City computer hard drive.
Deliverables included are:
· Final custom version of the System on The City Macintosh
· Authoring Custom Update Module
· Automatic Update System through RS-232 modem interface
- Training session for product updating
- Product manual
-10% ($3,600.00) Final payment after product is delivered and meets stated requirements.
Payment is due as specified above. Failure to pay any amount due under this Agreement within 15
days of its due date is a material breach of this Agreement. All production will cease until back pay-
ment is made. Silver Image's obligation to provide the System under this Agreement is expressly
conditioned upon prompt payment amounts due.
4. Projeot Timelines
Silver Image will begin the Pre-Production phase within 5 working days of receipt of initial project
deposit. The System will be given to The City in the 26th week following the beginning of produc-
tion. (See Attachment!)
s. Projeot Changes
The City may request changes to the scope of the System by written project change request to Silver
Image specifying the desired changes. All changes to agreed upon work must be made in writing to
Silver Image. The change will be discussed and repercussions on the schedule will be noted in writ-
ing. Once accepted, the change will become part of the original document. All changes must include
the description of work and the signature of requester. Silver Image will submit to The City time and
cost estimates for such changes. Silver Image will also estimate any anticipated delays in imple-
menting any existing agreed to services resulting from the changes. H accepted in writing by The
City, Silver Image shall perform such changes subject to the time and cost estimates and any imple-
mentation schedule changes. Negotiations with respect to changes, or the failure to timely agree,
shall have no effect upon The City's obligation to timely pay for the System being provided to The
. City pursuant to this agreement.
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6. Limited Warranty
(a) Services. Silver Image represents and warrants to The City that the System is original to
the best of Silver Image's kn~wledge and that the System does not violate or infringe any
copyright, trademark, patent, statutory, common law, or proprietary rights of others, or
contain anything libelous. A copy of each such permission is to be furnished to The City.
(b) Items for Which Silver Image is Not Liable.
(1) As the System is a stand alone information system' and not connected to The City's on-
line network, under no circumstances is Silver Image liable for loss of, or damage to, the
city records or data.
(2) Silver Image is not responsible for hardware, systems or network software or applica-
tions software that does not perform in accordance with the manufacturers' or developers'
specifications. Silver Image's only obligation is to use its expertise to the best of its ability
to assist The City in solving such problems.
(3) SILVER IMAGE SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGA- .
TIONS UNDER TIllS AGREEMENT FOR CONSEQUENTIAL, EXEMPLARY OR INCI-
DENTAL DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. Except personal injury, Silver Image's liability is limited to the actual damages,
incurred by The City caused solely by the acts or omissions of Silver Image, subject to a
maximum liability in the amount The City is obligated to pay to Silver Image under this
Agreement. NO LIMITATION AS TO DAMAGES FOR PERSONAL INJURY IS INTEND-
ED.
(c) THE WARRANTIES SET FORTH ABOVE ARE EXCLUSIVE. NO OTHER WARRANTY,
WHETHER WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED. SILVER IMAGE SPECIFI-
CALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR PARTICULAR PURPOSE. THE REMEDIES PROVIDED HEREIN ARE THE an's SOLE
AND EXCLUSIVE REMEDIES.
7 . City Acknowledgments
(a) Silver Image marketing rights. The City hereby allows Silver Image the right to copy,
show, demonstrate and present the System as a demonstration of Silver Image's design and
production capability.
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(b) Internal Us~ge of System. The City acknowledges to Silver Image that The City will copy
and use the System for The City only and that The City will not distribute copies of the
System except for official City of Clearwater use unless required by the Florida public records
statutes.
8. Hold harmless
Silver Image agrees that all persons working under the contract are their employees, and they agree
to save and hold harmless and indemnify The City against any and all claims made by their employ.
ees, or any other parties making any claims or who may make claims against the city arising out of
any acts by employees, agents or servants of Silver Image, including acts of negligence, or any other
type of claim brought against The City.
9. Insurance
Silver Image maintains a corporate insurance policy for Comprehensive General liability in the
amount of $300,000.
10. Notice
Any notice under this agreement shall be mailed by certified mail to the recipient at its current
address. Notification addresses may be changed by notice. '
11. Waiver
No waiver shall be deemed to have been made by any of the parties unless expressed in writing and
signed by the waiving Party.
12. Force Majeure
Silver Image is not liable for any failure or delay in furnishing the System resulting from circum.
stance beyond Silver Image's control including but not limited to fire, explosion, flood, storm, hur.
ricane, governmental acts, orders or regulations, hostilities, civil disturbance, strike, labor difficulties,
transportation delays of carriers or product unavailability due to excessive demand upon manufac.
turers, developers or suppliers.
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1~. Law
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(a) State Law. This Agreement shall be governed by the Laws of the State of Florida.
(b) Attorneys' Fees. In the event of a dispute or if litigation proceedings are iristituted by any
one or more of the parties hereto, the prevailing party to said litigation shall be entitled to reim-
bursement for reasonable attorneys' fees and costs incurred in connection with said litigation
procedure. For purposes of this Section, the term "Attorneys' Fees and Costs" shall include,
without limitation, the actual attorney fees incurred in retaining counsel for advice, suit, appeal
or any other legal proceedings.
14. Entire Agreement
TIllS AGREEMENT STATES SILVER IMAGE'S ENTIRE OBLIGATION IN CONNECTION WITH
TIlE SUBJECT MATTER OF THIS AGREEMENT. NO TERM OR PROVISION OF THIS AGREE-
MENT MAYBE AMENDED, ALTERED, WAIVED, DISCHARGED OR TERMINATED, EXCEPT BY
WRITTEN INSTRUMENT SIGNED BY THE PARTIES. In the event that The City issues a purchase
order or other document containing any provision contrary to a provision of this Agreement, it is
specifically agreed that same is for internal purposes and no term or condition stated in such docu-
ment shall have any force or effect.
SILVER WAGE INTERACTIVE, INC.
THE CITY OF CLEARWATER
(lJ~~
(See Page 7)
(Title)
(Signature)
~~\~Nf
1\..~ 1:3
.
, 1995
, 1995
(Date)
(Date)
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C:?j;d
Rita Garvey
Mayor-Commissioner
Approved as to form and
legal sufficiency:
fL IL 1
Pamela K. Akin
City Attorney
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CITY OF CLEARWATER, FLORIDA
By:
-6:e ~ ~d-
Eli eth M. eptula
City Manager
Attest:
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Cyn la E. Goudeau
City Clerk
Page 7
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Attachment'
Time Information
Activity Month 1 Month 2 Month 3 Month 4 Month 5 Month 6
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Critical Dates - Client Supplied
Slides and Text
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