DATA/SWEEPSTAKE PROGRAM/NAGANO EXHIBIT
Interactive .ultimedia Production ilgreement
for
The City of Clearvvater
TIllS AGREEMENT is entered into as of this zzt-day of
Interactive, Inc. ("Silver Image") and the City of Clearwater
The parties agree as follows:
1997, between Silver Image
The City").
1. Services
Silver Image hereby agrees to prepare for and supply to The City the following interactive program
and corresponding equipment for the Nagano Exhibit ("Data/Sweepstake System") for use by The
City. The "Data/Sweepstake System" has the following components and requirements:
. DATA/SWEEPSTAKE PROGRAM
Silver Image will provide the software program having the following features and capabilities:
. ATTRACT promotes the use of the kiosk with images from Florida attractions and a
sweepstake enticement
. GENERAL INFORMATION assists the users of the system and explains the process to
complete demographic information, enter the drawing and how to request vacation
information
. RESPONSE FORM allows user input, modification and save to the system for retrieval
. DATA BASE COLLECTION captures input and saves data to hard drive
. REPORT GENERATOR allows access to all files, prints out daily basis requests for more
vacation information
. RANDOM NUMBER GENERATOR/WINNER SELECTION selects daily sweepstakes
winner
. OPERATIONAL MANUAL assists maintainers in how to use the system
The City will provide and make available to Silver Image the following elements:
. AUDIO TRACKS (approximately two minutes) in Japanese and
French using naming conventions provided in either AIF files or audio cassette
. IMAGES to use in ATTRACT (20) provided as photo prints, 35mm slides or PhotoCD
. QUESTIONAIRE as text pages and TITLES in Japanese and French provided in PICT
file format
BUDGET FOR DATA /SWEEPSTAKE PROGRAM............ $7,500
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. EQUIPMENT for DATA/SWEEPSTAKE kiosks will be purchased by Silver Image. The
equipment will accommodate two Japanese kiosks, one French, one English and one host com-
puter system which is used for administration of information retrieved from public kiosks.
The equipment requirements are as follows:
Response/Survey Systems-Japanese
.COMPUTER SUB SYSTEM
· 604e PowerPC processor /180Mhz
· 32 Megabyte of random access memory
· 2 Gigabyte hard drive
· 12 Speed CD-ROM drive
· Computer mouse
· Computer keyboard
· Audio amplifier
· Audio speakers (2)
· 17" monitor with MicroTouch touch screen
· MAC to VGA video adapter
· ADB - Y adapter for monitor/keyboard
· 2 fans
· Shipping to Clearwater
· UPS back-up/Conditioner
· Japanese Language Kit
· Japanese Keyboard
Budget $4,595.00
Unpacking, integration and testing
in Clearwater (2hrs) per module $140.00
Subtotal for Response Survey Module Qapanese) . . . .. $4,735.00
Total for two Response Survey Modules Qapanese)
. . . .. $9,470.00
Response/Survey Systems- French and English Languages
Budget per module
.Computer sub system
· 604e PowerPC processor/180Mhz
· 32 Megabyte of random access memory
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· 2 Gigabyte hard drive)
· 12 Speed CD-ROM drive
· Computer mouse
· Computer keyboard
· Audio amplifier
· Audio speakers (2)
· UPS back-up/Conditioner
· 17" monitor w /MicroTouch touch screen
· MAC to VGA video adapter
· ADB - Y adapter for monitor/keyboard
· 2 fans
· Shipping to Clearwater
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Budget
$4,300.00 each system (French and English)
Unpacking, integration and testing
in Clearwater (2hrs) per module $140.00
Subtotal for Response Survey Module $4,440.00
TOTAL for ~ Response Survey Modules (French & English)
$8,880.00
Response/Survey Host System
.COMPUTER SUB SYSTEM
· 604e PowerPC processor/180Mhz
· 32 Megabyte of random access memory
· 2 Gigabyte hard drive
· 12 Speed CD-ROM drive
· Computer mouse
· Computer keyboard
. 17" monitor w MicroTouch touch screen(use as emergency back up for other monitors)
· MAC to VGA video adapter
· ADB - Y adapter for monitor/keyboard
· UPS Back-Up/Conditioner
· Shipping to Clearwater
· Japanese Language Kit
Budget
$4,055.00
Unpacking, integration and testing
in Clearwater (2hrs) per module $140.00
Total for Response Survey Host
$4,195.00
Equipment for Data/Sweepstake kiosks (includes four stations and one
administrative host) TOTALS
$22,545.00
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2. Designated Liaison Personnel
In order to maintain consistency and account familiarity, Silver Image will assign David Rosenblatt
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
employee per major project area as a primary contact within that area.
3. Payment Terms
The budget for the "Data/Sweepstake System" which comprises the software program and the
computer equipment for the four kiosks and one host is $30,045.
The City agrees to pay Silver Image the sum of $22,545.00 for the Equipment within 10 days of
receiving the equipment from Silver Image.
The City agrees to pay Silver Image the sum of $7,500.00 for the Data/Sweepstake Program in the
following manner:
· 30% ($2,250.00) within 1,0 working days of the signing of this contract
Deliverables included are:
· Subject treatment
· 30% ($2,250.00) upon completion of Pre-Production (segment 1)
Deliverables included are:
· Detail design document
· Program script
· 20% ($1,500.00) upon completion of Production (segment 2)
Deliverables included are:
· Digitized photographic images
· Finished digital audio tracks
· Finished graphic designs and images
. 10% ($750.00) upon completion of Authoring and Testing(segment 3)
Deliverables included are:
· CD-ROM version of the Data/Sweepstake Program
. 10% ($750.00) upon completion of transferring programs to each computer hard drive
and providing operational manual on "Data/Sweepstake System"
Deliverables included are:
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· Operational manual
· Programming on each hard drive (4 computer kiosks)
Payment is due as specified above. Failure to pay any amount due under this Agreement within45
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 "Data/Sweepstake System" under this
Agreement is expressly conditioned upon prompt payment amounts due.
4. Project Timelines
Silver Image will begin the Pre-Production phase within 10 working days of receipt of initial project
deposit. The "Data/Sweepstake System" will be given to The City by December 15, 1997, contingent
upon all receivables being provided on time to Silver Image by The City as outlined in the timeline
(See Attachment 1).
s. Project Changes
The City may request changes to the scope of the "Data/Sweepstake 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 writing. Once accepted, the change will become part of the original docu-
ment. All changes must include the description of work and the signature of requester. Silver Image
will submit to The Oty time and cost estimates for such changes. Silver Image will also estimate
any anticipated delays in implementing any existing agreed to services resulting from the changes. If
accepted in writing by The City, Silver Image shall perform such changes subject to the time and
cost estimates and any implementation 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
"Data/Sweepstake System" being provided to The City pursuant to this agreement.
6. Limited Warranty
(a) Services. Silver Image represents and warrants to The City that the "Data/Sweepstake
System" is original to the best of Silver Image's knowledge and that the "Data/Sweepstake
System" does not violate or infringe any copyright, trademark, patent, statutor}', 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 "Data/Sweepstake System" is a stand alone information system and not con-
nected 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.
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(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 TInS AGREEMENT FOR CONSEQUENTIAL, EXEMPLARY OR INCI-
DENTAL DAMAGES EVEN IF IT HAS BEEN ADVISED OF 1HE 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
INTENDED.
(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. 1HE REMEDIES PROVIDED HEREIN ARE THE CITY'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 "Data/Sweepstake System" as a demonstration of Silver
Image's design and production capability.
(b) Internal Usage of System. The Oty acknowledges to Silver Image that The City will copy
and use the "Data/Sweepstake System" for The City only and that The City will not distrib-
ute copies of the "Data/Sweepstake System" except for official City of Oearwater 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.
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9. Insurance
Silver Image maintains a corporate insurance policy with The Cincinnati Insurance Company
through John Connelly Insurance, Clearwater, 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 "Data/Sweepstake System"
resulti,ng from circumstance beyond Silver Image's control including but not limited to fire, explo-
sion, flood, storm, hurricane, governmental acts, orders or regulations, hostilities, civil disturbance,
strike, labor difficulties, transportation delays of carriers or product unavailability due to excessive
demand upon manufacturers, developers or suppliers.
13. Law
(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 instituted 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
THIS AGREEMENT STATES SILVER IMAGE'S ENTIRE OBLIGATION IN CONNECTION WITI-I
THE SUBJECT MATTER OF TInS AGREEMENT. NO TERM OR PROVISION OF THIS AGREE-
MENT MAY BE AMENDED, ALTERED, WAIVED, DISCHARGED OR TERMINATED, EXCEPT BY
WRITTEN INSTRUMENT SIGNED BY 1HE 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.
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SILVER IMAGE INTERACTIVE, INC.
Town Centre
573 South Duncan Avenue
Clearwater, FL 33756
By&w')J~
THE CITY OF CLEARWATER
B~~
...
J. Roberto
(Signature)
(Signature) David Rosenblatt
President
(Title)
City Managpr
(Title)
~3.1 ,1997
~~ ,1997
( tel
Countersigned:
issioner
Attest:
Clerk
Approved as to form:
C7~ -
John Carassas, Assistant City Attorney
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DATE
Week of Sept 1
(or before)
September 12
Sept 8-Dct 10
September 19
September 26
October 3
October 3
October 3
October 10 -
November 7
Wk of Oct 13
November 3
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ATTACHMENT 1
DATA/SWEEPSTAKE
PROGRAM
ACTIVITY
Content meeting for one interactive program. Includes determining .
types of images needed and discussion of timeline for receivables and
deliverables. Data input criteria for Data/Sweepstake Program is made
available to Silver Image by The City.
Treatment produced by Silver Image.
Sources for images contacted by The City and materials sent to Silver Image.
Images can be provided as photo prints, 35mm slides and/or as
PhotoCD images.
Interactive script completed for Data/Sweepstake Program
by Silver Image.
Script approved by City.
Equipment purchased and delivered to The City by Silver Image. Silver Image
will retain two units on which to test the product during development.
The City makes a complete unit of equipment available to exhibit vendor, Piper
Productions, to use in manufacturing kiosks.
Script ready for narrators. Text portions and narration in script blocked by
Silver Image. The script will be provided to The City for translations into
Japanese and French. Script will have naming conventions for translators to
enable accurate matching of image/text pages to correct portions of script.
Images digitized and sized for program screens by Silver Image.
Graphic backgrounds developed and produced by Silver Image.
Custom programming for final product continues.
English narration recorded and music selection made and digitized by Silver
Image.
Audio and text translations provided to Silver Image from The City.
· Audio in French and Japanese provided in either AIF files (22kHz) or audio
cassette (metal tape, Dolby at standard or high speed).
'." ..
Nov 3 - Dec 1
Dec 1-12
December 15
December 22
· Text for sclens in scan-ready graphic format o~acintosh Photoshop files
provided in French and Japanese languages.
Authoring of programs, includes synchronization of audio, music, images in all
languages and text formats and development of data collection programs.
Testing of program by Silver Image.
Software for program completed and provided in CD-ROM format
(2 copies) and transferred to hard drives of Macintosh computers by Silver
Image.
Operational manuals for each system provided by Silver Image.