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Home My WebLink About1999-2121 PURCHASE AGREEMENT THIS AGREEMENT is made this i[__ day of August 1999, by and between TECHNOLOGY PARTNERS, INC. (hereinafter "TPP'), a Florida corporation with principal place of business at 381 13s' Avenue South, Naples, Florida 34102, and INDIAN RIVER COUNTY (hereinafter "Purchaser"), with principal place of business at 1840 251" Street, Vero Beach, Florida 32960. Section I SALE AND LICENSE 1.1 Nature of the Transaction. Subject to the terms and conditions hereof, TPI agrees to sell and license to the Purchaser and Purchaser agrees to purchase and license from TPI, the products and materials described herein (collectively referred to as the "System"). This Agreement shall become effective upon acceptance and approval in writing by an authorized representative of TPI. 1.2 Equipment. Purchaser will provide TPI the hardware and software identified in Exhibit A hereto (the "Equipment') at least two weeks prior to installation. 1.3 License of Programs. TPI grants to Purchaser, effective upon completion of delivery and installation of the System, a nonexclusive license to use the applications software owned by TPI and identified in Exhibit A hereto (the "TPI Program"). The TPI Program is provided, and is authorized to be installed, executed, and used only in machine-readable, object code form. Specific warranties and limitations are documented in the product specific TPI license agreement, Purchaser's rights in the TPI Program pursuant to such license is expressly limited to use of the TPI Program by Purchaser at the Installation Site in connection with the Equipment. Purchaser shall not assign, transfer, or sublicense the TPI Programs without the prior written consent of TPI. Purchaser may make one copy of the TPI Program in machine-readable, object _ode form, for nv:Yrvuucti.vc backup pu!►/VJGJ VILy. Section 2 PRICE, CHARGES, AND TAXES 2.1 Payment. The purchase price of the System is $13,680, (the "Purchase Price") which shall also represent the cost to Purchaser of the License Fee for the TPI Program. Upon execution of this Agreement by Purchaser and acceptance and approval of this Agreement by TPI, Purchaser shall pay TPI the sum of $6,840, representing 50% of the Purchase Price, plus any applicable taxes. Upon notification by TPI that the System is installed and ready for use, • • Purchaser shall pay TPI the sum of $6,840, representing the remaining portion of the License Fee, plus any applicable taxes. 2.2 Taxes. Purchaser is tax exempt. Florida Tax Exempt I.D. #41-05-012529-53C 2.3 Reimbursements. Purchaser shall pay all reasonable expenses (travel, meals, and lodging) for the installer upon receipt of the itemized invoice. Section 3 DELIVERY, INSPECTION, INSTALLATION, AND TRAINING 3.1 Site Preparation. Purchaser, at its expense and prior to delivery and installation of the System at Purchaser's address, shall prepare the Installation Site as follows: 1) Four (4) standard 120V 60Hz power connectors, 2) Four standard (analog) RJ 14 telephone jacks connected to the phone system and one (analog) RJ 14 telephone jack accessible for remote dial in maintenance and support, and (3) a Microsoft Windows compatible laser printer. 3.2 Inspection of Equipment. Purchaser shall promptly inspect the system upon its arrival at the Installation Site and shall notify TPI if Purchaser finds any nonconformity or defect in the System. 3.3 Installation. TPI shall install the System at the Installation Site, and shall provide, free of charge, (1) User training, (2) Hardware and software configuration, and (3) Customized voice messages. 3.4 Support. The first year support is included with the purchase price of the system. TPI offers support only for the most current version of the TPI Program issued by TPI so Purchaser must make sure to obtain and substitute or incorporate all new releases or fixes issued by TPI pursuant to its warranty and support programs. TPI will provide Software Maintenance of the System contingent upon yearly pre -payment of an Annual Maintenance Fee in the amount of 15% of the then current list price of the TPI Program. Support includes: (1) TPI Program software -_- -. - - updates and c;u uuccri ciits as TF1, uViii ilnle io dale, may deem appropriate, (2) Unlimited training at TPI's facility as space permits, (3) Unlimited telephone support during TPI's regular business hours, (4) Unlimited WEB support, and (5) Unlimited emergency support during non regular business hours. 3.5 Training. Purchaser shall select personnel suitable to operate and use the System and confirm that such personnel demonstrate the competence necessary to manage and operate the System. TPI shall provide Purchaser's personnel with training and instruction concerning the operation and use of the System by conducting a training session at Purchaser's facility during the time of installation. • 3.6 Delivery. TPI will deliver the Equipment 30 days from receipt of purchaser's down payment. Section 4 GENERAL 4.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. 4.2 Entire Agreement; Amendments. This Agreement, including Exhibit A and the product specific TPI license agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any and all prior and contemporaneous representations, proposals, agreements, negotiations, advertisements, statements, or understandings, whether oral or written. No amendment to this Agreement shall be binding on either party unless such amendment is in writing and executed by authorized representatives of both parties to this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives effective upon approval of TPI as marked below. APPROVED: Technology Partners, Inc. - 381 130' Avenue South, Naples, Florida 34102 • ��C%v�— _ Date: %4 f��/G'�9 --' By: V Donald T. Collins Title: President , Technology Partners, Inc. Indian River unty e 'ke-nnethqViicht, Date. 08-17-99 y: Chairman I Attest: A-- Date:— By: ate:_By: Je re Barton, Clerk of Co rt :� , EXHIBIT A EQUIPMENT AND TPI PROGRAMS I. Purchaser will provide the following Equipment and software to TI'I at least two weeks prior to installation: Computer Hardware Pentium II PC (400 Mhz or better) 64 mg RAM 8 Gig hard disk drive (or better) 3.5" - 1.44 mg floppy disk drive 56k Modem CD Drive Ethernet card Dialog/4 Voice Processing Card Mouse 15" Color Monitor Video Card IJPS Keyboard Microsoft Windows NT 4A Workstation PcAnywhere i 2. Programs. The programs and data files to be licensed to Purchaser shall be as follows: A. TeeOff-IVR Software System (up to 36 holes, 1 PC) 13. TeeOfl=IVR Client Software for 1 additional PC C. CCS Membership Interface