CM-08-07-188BLUE SHEET FORMAT
DATE: July 11, 2008
SUBJECT: City Manager Approval -July 11, 2008
ITEM: Consider executing Agreement to connect the City's web site to 2 Turn
It On's web site to access utility service provider.
Department: Finance
Staff Person: Cindy Demers, Finance Director
Justification:
2turniton is a website which allows for residents of the City of Round Rock to
compare and request multiple utility services on-line. A link from the City's
website to the 2turniton website will allow for customers to request new
water/sewer service from the City of Round Rock. In addition, customers will
also be able to compare and contract for other utilities (ex. cable providers).
This service is free to water utility customers.
Funding:
Cost: N/A
Source of funds: N/A
Outside Resources: N/A
Background Information:
Blue Sheet Format
Updated 01/20/04
This is in response to requests from customers
to sign up for new water/sewer services
utilizing the city's website. Customers will be
able to request service up to three days in
advance of their request date.
2 Turn It OPVNC.
Your Utility Connection Service
1845 Summit, Suite 407
Plano, Texas 75074
1-866-2TURNITON
6/17/2008
City of Round Rock
City Hall
221 E. Main Street
Round Rock, TX 78664
Attention: Mr. Jim Nuse
This letter sets forth the principal terms of the agreement between 2TURNITON, Inc.
(the "Company") and the City of Round Rock (the "City") relating to the City's agreement to
connect the City's web site to the Company's site (the "Site").
The Company provides a free service to new and existing residents of the City. The
service includes access through the Site to a directory of utility service providers in the City and
a description of their service offerings. By using the free Site, consumers can compare the
service offerings and rates of utility providers side by side and choose the ones that best suit their
needs. The Company does not sell or resell utility services.
The Site also provides a mechanism for new residents of the City to sign up for water
utility services from the City over the Internet. Without expensive software upgrades or
development, the City has a way to obtain information on new water utility customers and accept
applications from new customers from the City's web site. Again, this service is free to the new
water utility customer.
Linking
The City will establish and maintain a link on the City's web site home page navigation
bar, titled "Activate Utilities", which will permit a user to go from the City's web site to the Site
by clicking on the link (collectively, a "Link").
2TURNITON will provide to the City at no cost, an opportunity to provide content and
information regarding the water utility services provided by the City. In addition, for the Term
of this Agreement and at no cost to the City, 2TURNITON will provide a means by which new
consumers of water utility services can sign up for such services with the City through the Site.
Q - -0'1-1(8
Page 2
The City
6/17/2008
Subject to the terms of this Agreement, the Company grants the City a non-exclusive,
limited, revocable and royalty free license to provide the Link to the initial, top level display of
the Site, as identified by the following uniform resource locator ("URL"): www.2turniton.com
solely for the purpose of linking the City's website to the Site.
The City agrees that the Site, including, without limitation, all content, text, images,
software, media and other materials therein, is proprietary to or licensed by the Company,
protected under copyright and other Intellectual Property laws, and may not be reproduced,
transmitted, displayed, published or distributed without the express prior written consent of the
Company.
Trademarks and Other Proprietary Matters
The Company grants the City a nonexclusive, nontransferable, nonassignable license to
use the Company's name, logos and related trademark images ("Marks") solely for the limited
purposes set forth herein. The Company will retain exclusive ownership of all of its intellectual
property and the foregoing grant of a limited license will not be deemed to convey to the City
any right, title or interest therein other than the limited rights set forth specifically in this
paragraph.
Limitation of Liability
BOTH PARTIES HERETO SPECIFICALLY DISCLAIM ALL WARRANTIES WITH
REGARD TO THEIR RESPECTIVE WEB SITES, INFORMATION AND SERVICES
PROVIDED THEREUNDER, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, THE WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A
PARTICULAR PURPOSE. IN PARTICULAR, AND NOT BY WAY OF LIMITATION, THE
PARTIES DO NOT WARRANT THAT THEIR RESPECTIVE WEB SITES WILL OPERATE
ERROR -FREE OR WITHOUT INTERRUPTION.
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES,
INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA, LOSS OF
BUSINESS OR OTHER LOSS ARISING OUT OR RESULTING FROM THIS AGREEMENT
EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. THE FOREGOING WILL APPLY REGARDLESS OF THE NEGLIGENCE OR
OTHER FAULT OF EITHER PARTY AND REGARDLESS OF WHETHER SUCH
LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT OR ANY OTHER THEORY
OF LIABILITY.
Page 3
The City
6/17/2008
Confidentiality
Either party (for this purpose, the "Disclosing Party") may from time to time disclose
Confidential Information to the other party (the "Recipient"). "Confidential Information" is all
nonpublic information concerning the business, technology, internal structure and strategies of
the Disclosing Party which is conveyed to the Recipient orally or in tangible form and is either
marked as "confidential" or which is identified as "confidential" upon disclosure or within
fifteen days thereafter. During the Term of this Agreement and for a period of two years
thereafter, Recipient will keep in confidence and trust and will not disclose or disseminate, or
permit any employee, agent or other person working under Recipient's direction to disclose or
disseminate, the existence, source, content or substance of any Confidential Information to any
other person. Notwithstanding the foregoing provisions, Company understands and agrees that
City is obligated to comply with the provisions of the Texas Public Information Act.
The commitments set forth in the preceding paragraph will not impose any obligations on
Recipient with respect to any portion of the received information which: (i) Recipient already
possesses, as demonstrated by written or other tangible evidence, (ii) has been or is obtained by
Recipient from a source independent of Disclosing Party and not under an obligation of
nondisclosure/confidentiality, whether directly or indirectly, to Disclosing Party, (iii) is or
becomes generally available to the public other than as a result of an unauthorized disclosure by
Recipient, its personnel or a third party within Recipient's control, or (iv) is independently
developed by Recipient without reliance in any way on any portion of the Confidential
Information or any materials (e.g., memoranda, notes, records, drawings, manuals, disks, or other
documents and media, including all copies, extracts, and summaries thereof) provided to
Recipient by Disclosing Party.
Term
The term of this agreement will commence on 06/17/2008 (the "Effective Date") and
shall continue for one year thereafter (the "Term"). Thereafter, this agreement may be renewed
for successive terms of one year each by mutual agreement of the parties.
Notwithstanding the foregoing, either party will have the right to terminate this
agreement, with or without cause, upon thirty days' prior written notice to the other party. The
parties hereto may also terminate this agreement by mutual written consent at any time. Upon
termination, the City shall immediately: (a) discontinue or disable the Link; (b) remove the Link
and the Company's name and logo from the City's website; and (c) destroy any copies of data
from the Site in the City's possession, custody or control.
The reservation of rights to Marks and the liability limitation and confidentiality rights
and obligations hereunder will survive after the expiration or earlier termination of this
agreement.
Page 4
The City
6/17/2008
Miscellaneous
Neither party may assign any of its rights, interests or obligations under this letter
agreement without the prior written consent of the other party.
This letter agreement constitutes the entire understanding and agreement between the
parties, and supersedes all previous agreements (whether written or oral) concerning the subject
matter hereof. This agreement may not be amended or supplemented except by a written
document executed by the parties hereto.
This agreement will be construed and enforced in accordance with the laws of the State
of Texas.
If the foregoing correctly sets forth the agreements between us with respect to the matters
set forth herein, please sign this letter in the space provided below and return one executed copy
to me.
ACCEPTED AND AGREED TO
by The City of Round Rock, Texas as of this
17th day of June, 2008:
Title: City Manager
Sincerely,
2TURNITON, INC.
By:
Howard B. Yonce/4-144-e
President