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HomeMy WebLinkAboutContract '.`4 SELECTRON CAG-01-139 VOICE PERMITSTM SOFTWARE LICENSE AGREEMENT YOU NEED TO READ THE TERMS AND CONDITIONS OF THIS AGREEMENT BEFORE YOU ACCEPT DELIVERY OF THE VOICE PERMITSTM 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 VOICE PERMITSTM SYSTEM, YOU SHOW YOUR ACCEPTANCE OF THE TERMS OF THIS LICENSE AGREEMENT. THE AGREEMENT IS IN EFFECT FROM THE DAY THE VOICE PERMITSTM 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); 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. Unless a separate agreement for SOFTWARE maintenance is entered into between you and Selectron, Selectron bears no responsibility for supplying assistance for fixing or for communicating known errors to you pertaining to the SOFTWARE supplied hereunder. D. 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 SELECTRON/'S SOURCE CODE BY UNAUTHORIZED INDIVIDUALS. E. 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 governed by the law of the State of Oregon. 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 repair of Selectron furnished software. This shall be exclusive of all other remedies against Selectron. ACCEPTED BY: ACCEPTED BY: City of Rentonj South Grady Way SELECTRON, 7225 SW Bonita Road ton, WA 980 Portland, OR 97224 d�BY: BY: David Fa PRINT NAME: Jesse Tanner TITLE: Mayor DATE: �' ��l TITLE: Vice President, IVR Services DATE: 08/02/01 ATTEST: ,rte Marilyn q. Wtersen, City Clerk SELECTRON SELECTRON, INC 7225 SW Bonita Road Portland, OR 97224 (503)639-9988 Number: 080201 VOICE PERMIT SYSTEM &INSTALLATION AGREEMENT THIS AGREEMENT IS MADE BETWEEN: Selectron, Inc. and CUSTOMER: City of Renton,Washington located at 1055 S. Grady Way, Renton Washington 98055. 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 1055 S. Grady Way, Renton Washington 98055 (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"Equipment". 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 (1st) 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 altered or unscheduled overtime is required by reason of Selectron's inability to have access to the Premises and facilities. 3.3 In the event the Installation Date is delayed for reasons beyond the control of Selectron (for example,delays by the Customer's inability to give Selectron access to the Premises, or delays caused by construction scheduling), Selectron shall 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. AGREED TO: ACCEPTED BY: City of Renton, Washington Selectron, Inc. 1055 S. Grady Way 7225 SW Bonita Road Renton,Yqshington 98005 Portland, OR 97224 By: By: David Fay Q e J Aa (On behalf of Customer)Jesse Tanner Title: Mayor Date: �-/a _ O� Title: Vice President, IVR Services Date: 08/02/01 4. Changes: Cancellations: 8.3 Except for rranty of title, Selectron makes no warranties 4.1 Customer may, at any time prior to Oveplanning the System, with respect to the wpment, either express or implied, except as request changes in, additions to or deletions from the System, provided provided in this Agreement. If any labor, repair or parts replacement is' that the requested changes do not, in Selectron's judgment, significantly required because of any accident, negligence, misuse, theft, vandalism, alter the system. Preplanning is that point at which Selectron performs fire,water or other peril;or because of conditions outside of specifications, system documentation, work scheduling or orders Equipment. After including, but not limited to, electrical power, temperature, humidity or system preplanning is completed, a fifteen percent (15%) restocking fee dust; or third party provided parts, material, software or labor; or by any will be charged for customer requested changes. No credit will be allowed cause other than normal use,the warranties and maintenance obligations for equipment specially ordered for this System or for labor and shipping otherwise provided herein shall not apply. However, Selectron makes its costs already incurred. If practicable, in Selectron's judgment, Selectron maintenance services available in accordance with its then standard shall implement the requested change(s)or deletion(s)prior to Installation practices and price schedules. In no event shall Selectron be liable for Date;otherwise,implementation shall occur after Installation Date. any consequential damages,personal injury or commercial loss. EXCEPT 4.2 In the event of any change, addition or deletion, the purchase FOR THE WARRANTY OF TITLE, THE WARRANTY ABOVE IS price shall be adjusted by an amount determined in accordance with EXPRESSLY IN LIEU OF AND SELECTRON DISCLAIMS ANY OTHER Selectron's standard pricing practices for changes, additions and EXPRESS OR IMPLIED WARRANTIES INCLUDING ANY IMPLIED deletions. In the event that any change,addition or deletion results in any WARRANTY OF MERCHANTABILITY OR FITNESS AND OF ANY delay in completion of installation, the Installation Date shall be OTHER OBLIGATION ON THE PART OF SELECTRON. appropriately extended. 9. Security Interest and Default in Payment: 5. Risk of Loss: 9.1 Customer hereby grants to Selectron a security interest in the 5.1 Selectron shall bear the risk of loss or damage to the Equipment Equipment. Default in payment or performance in any of the obligation while the equipment is in transit until delivery to Customer's Premises or to imposed upon Customer by the Agreement shall constitute a default and a Selectron's premises. Selectron shall be responsible for loss or damage to breach of this Agreement. Upon such default, Selectron may declare all the Equipment during testing or installation directly caused by Selectron's obligations immediately due and payable and shall have the remedies of a employees or agents,but not by others. Customer shall be responsible for secured party under the Uniform Commercial Code including the right to security and proper storage of the Equipment after delivery to Customer's repossess the Equipment. Any transfer, assignment, mortgage, or other Premises. change of ownership of the Equipment by the Customer before the Equipment is fully paid for shall constitute a default entitling Selectron to 6. Customer Cooperation: any and all available remedies. Customer agrees to sign UCC-1 Financing Customer shall permit or arrange for access to the Premises by Statements as requested by Selectron and further agrees that the fees Selectron's installation and maintenance personnel. Customer shall required to file Financing Statements shall be added to the balance due cooperate with Selectron in obtaining all necessary consents and waivers under this Agreement. In addition, Selectron may,until such sum is paid from the owner of the Premises in connection with installation of the in full: (1)Collect interest upon the sum then owing at the rate of eighteen Equipment and shall supply all supplemental equipment and facilities percent (18%) per annum from the date of each invoice, plus a service necessary for the installation, such as structural changes, conduits, back charge of Fifty Dollars ($50.00) for each week from the date of the last boxes, commercial power electrical wiring, outlets and associated invoice due date; (2) Disconnect the System or otherwise render it equipment,and equipment room(s)and necessary operating environment inoperable; (3) Cease maintaining or installing the Equipment; (4) Enter as specified by the Equipment manufacturer. Customer shall be Customer's Premises without liability for damages or trespass, with or responsible for compliance with all laws and regulations,including codes, without notice, and (5) Take possession of and remove the Equipment and any special requirements of the building owner. without liability for damage caused by System removal: 9.2 Should Selectron institute legal action to enforce its rights 7. Training: hereunder,the prevailing party in such action shall be entitled to recover When training is included in the System price, Selectron shall reasonable attorneys'fees as affixed by the court or courts in which the provide all reasonably necessary training as defined in Schedule A, but suit or action,including any appeal therein,is tried,heard or decided. only on services, software or equipment purchased from Selectron. A predetermined training schedule shall be established. After the scheduled 10. Acceptance of Order—Credit Information: training period, additional training shall be provided at Selectron's 10.1 This Agreement is subject to acceptance by Selectron and is scheduled rates. not binding on Selectron until approved by Selectron's management. If Selectron rejects the Agreement, Customer's down payment shall be S. Warranty and Maintenance: returned. 8.1 Selectron only warrants the Equipment, Software and Services it 10.2 Customer agrees to provide Selectron with satisfactory credit provides,against defective parts and workmanship for a period defined in information concerning Customer. Selectron may refuse to order any Schedule A. Upon notification of a defect,Selectron shall have the option Equipment or perform any work until satisfactory credit information is to repair or replace any defective item,and such shall be Customer's sole received and approved. Customer's refusal to provide credit information and exclusive remedy. All expenses incidental to repair, maintenance or shall be a breach of this Agreement and Selectron shall be entitled to replacement under warranty, including all labor and material, shall be retain Customer's down payment. bome by Selectron. Replacement parts may be new or reconditioned at Selectron's option. 11. Other Term: 8.2 Regular maintenance service (non-emergency) during the 11.1 This Agreement supersedes all proposals and negotiations warranty period will be provided without charge to Customer during normal between the parties and constitutes the entire agreement between business hours (8:00 a.m. to 5:00 p.m., Monday through Friday, except Selectron and Customer and no representation or statement not holidays). Non-emergency service outside of normal business hours will expressed herein shall be binding upon Selectron. The laws of the state of be provided during the warranty period at Selectron's then current Oregon shall govern this Agreement. surcharges for such services. Emergency service during the warranty 11.2 Contractual terms and conditions contained in Customer's period (service required due to the System's inability to function)will be purchase orders (if any) shall be null and void except to the extent that provided without charge to Customer seven (7)days a week and twenty- such purchase orders are used as transmittal documents for the sole four(24)hours a day. Service after Selectron's normal business hours is purpose of providing a reference number for invoicing purposes. dispatched by an answering service. 11.3 Paragraph headings are only for the convenience of the parties hereto and shall not be construed to limit or expand any of the rights,privileges or liabilities of the parties. 11.4 If any provision of this agreement is held to be illegal,invalid or unenforceable, such shall not invalidate the remaining provisions hereof. i • SELEURON U SELECTRON Schedule A SCHEDULE A Base System: Interactive Voice Response Workstation (Summary): $8,500.00 • Industrial-Grade PC • Microsoft Windows 2000 • Intel Pentium 111 750 MMX 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 TM Software: $25,400.00 • Schedule an Inspection • Cancel an Inspection • Post Inspection Results • Obtain Inspection Results • Speak Site Address • Permit Based Messaging • VP Reporter Reporting Module Inspection Failure Codes Module $3,000.00 Staff Directory Module $1,500.00 On-site installation Included One-year warranty on Selectron-provided hardware and software Included From date of System Acceptance Full System Documentation Included Phone lines and network service required to support the installation Not included Accela Interface Not Included Total Investment: $38,400.00 August 2, 2001 City of Renton,Washington Page 1 Confidential and Proprietary to Selectron • SELECT RON �SELECTRON Schedule A PAYMENT SCHEDULE Selectron's standard payment terms listed below are defined in four steps. 25% At time of mutual agreement of call flow design 50% At completion of on-site installation 20% Upon system acceptance 5% Upon final acceptance The initial payment invoiced at completion of mutual call flow design enables Selectron to purchase necessary hardware, fund on-site expenses and invest the technical support hours to design and develop the customized Voice PermitsTm 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 third payment is due upon System 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. The warranty period begins on the date of System Acceptance. If delays in testing prevent System Acceptance to occur following the completion of the on-site installation that are not due to Selectron issues thereby preventing acceptance to occur within the thirty (30) day allotted time, then payment will become immediately due and warranty period begins. The term "System Acceptance" means the installation of the System is substantially completed. Minor omissions or variances in performance of the System not materially and adversely affect the operation of the System as a whole, will not postpone the System Acceptance. The final payment is made after the system has completed final testing and acceptance. 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 pricing information. If Sales tax or any other tax becomes applicable, these taxes will then need to be added to the proposed pricing. August 2, 2001 City of Renton,Washington Page 2 Confidential and Proprietary to Selectron SEIEU RON SELECTRON Schedule A ADDITIONAL INFORMATION Additional Voice Ports Hardware: 4-Port Voice Board $ 6,000.00 8-Port Voice Board $ 12,000.00 12-Port Voice Board $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 actual expenses. 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, travel and out-of-pocket expenses will be billed at actual cost plus 15%. On-Going Support: An annual maintenance contract will be available for purchase following the warranty period. 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. August 2, 2001 City of Renton,Washington Page 3 Confidential and Proprietary to Selectron