CM-12-11-241CM- (2'1k-24( RECEIVED
NOV 072012
City Manager Approval Form
Consider executing an Earth Networks Professional Agreement and Terms and Conditions for the
Item Caption: installation of a weather station on top of City Hall.
Approval Date: 11/9/12
Department Name: Administration Department
Project Manager: Will Hampton
Assigned Attorney:
NA
Item Summary:
This agreement allows for the installation of the weather station. Earth Networks will be responsible for the general
maintenance of this instrument. This will allow the City of Round Rock to be a weather bug location with the potential to be
featured as a live shot from downtown Round Rock with the local TV station - KVUE.
PEG funds will be used since we will able to also broadcast weather bug information on the local government channel - Channel
10.
No. of Originals Submitted: 2
Project Name: Weather Station on City Hall
Cost: $14,495.00
Source of Funds: Select Source Fund
Source of Funds (if applicable): Select Source Fund
Account Number: 6115-620-12000 PEG Funds
Finance Director Approval: L. Olsen for C. Delaney
Date: 11-6-12
Department Director Approval: Will Hampton Date: 11-05-12
**Electronic signature by the Director is acceptable. Please only submit ONE approval form per item. **
CIP El 0 Budget
N/A OK
0 0✓
N/A OK
Purchasing
0 El
N/A OK
Accounting
0 El
N/A OK
ITEMS WILL NOT BE PLACED ON THE COUNCIL OR CM AGENDA W/OUT PRIOR FINANCE AND/OR LEGAL APPROVAL
REV. 6/20/11
Earh
NetworksT-
the Pulse of the Planet
Order #: 41842
WeatherBuy
Customer Check List
Earth Networks thanks you in advance for your business. In order for us to
expedite your order, please be sure that you have signed and returned the
following information:
Signed Earth Networks Professional Agreement
Sign and date the bottom right page of Standard
Terms and Conditions where it asks for "Customer
Signature and Date"
Signed Purchase Order, Check or Credit Card
Authorization
Tax Exempt Certificate (if applicable)
If you should have any questions please feel free to contact your POC:
NOTE: AWS Convergence Technologies Inc. officially changed its name to Earth Networks
Inc., January 2011. Please ensure that you have made the name change to all
documents submitted to Earth Networks for processing.
POC: Stuart Hershon
Phone: (800) 544-4429 ext 4080
Email Address: shershon@weatherbug.com
Fax: (240)
EN. SalesOps.OrderProc. F l 10/1/2012
Page 1 Customer #:
599-7660
!+'�� Earth
Networks'y
Taking the Pulse of the Planet'
EARTH NETWORKS PROFESSIONAL AGREEMENT
12410 Milestone Center Drive, Suite 300, Germantown, MD 20876
EARTH NETWORKS dba WEATHERBUG herein referred to as "Earth Networks"
Order #: 41842
Business Name: City Of Round Rock Texas
Customer Contact Information
Contact Name:
Contact Phone:
Business Name:
Brian Ligon
(512) 671-2807
Business
Address:
221 East Main Street
Round Rock, TX
78664
Contact Fax:
Customer Billin Information if different from above
Contact Name:
Contact Phone:
Business
Address:
Contact Fax:
POC:
Contact Phone:
Stuart Hershon
Earth Networks Contact Information
Email Address:
(800) 544-4429 ext 4080
Contact Fax:
shershon@weatherbug.com
(240) 599-7660
Product Name
Schedule of Products
Notes
and Services
Quantity
Unit Price
Total Price
Earth Networks LCD Display
One unit comes with the Weather
Station
1
$0.00
$0.00
Earth Networks Tracking Station
1
$4,995.00
$4,995.00
HD PTZ Camera
1
$7,000.00
$7,000.00
Installation - Tracking Station &
HDCam
1
$2,500.00
$2,500.00
Streamer RT — Gov't
One year of service comes with
Weather Station and is
renewable at $1500 annually.
1
$0.00
$0.00
Initial Term of Contract
Date of Original Signed Terms and Conditions:
Grand
Total:
$14,495.00
Remarks:
The buyer agrees to payment terms of Net 30 unless otherwise documented. Late payment fees will be charged as one percent (1 %) per month or part
thereof will be charged for any payment that is more than 30 days late.
Installation and/or maintenance costs quoted above are valid for standard installations only. Any installation or maintenance work that requires
non-standard equipment, materials or regulatory expense may be subject to an additional charge.
Please allow six to eight weeks for delivery of hardware.
This order is subject to sales tax at time of invoicing.
The parties agree to be bound by the Earth Networks terms and conditions.
Customer:
EN. SalesOps.OrderProc. F l 10/1/2012
EARTH NETWORKS
Page 2 Customer #:
• By:
• Ntfine .-
TJIIeC
Date::
By:. Z 4 ..
Nalne: AA)/ 0.3.c) cr6 ,7 L.
tile:_ 7' lo.
Data•. //-:a i2 --
x a!i pa fids of fha #itiriod'agraehtAlht directly to Earth NotwariefAtt240j 6694660
Order# 41$42"
filtSelotapc,Ord erPrpc,Pt IVIJZ,,717
Page $ COFICI mar,
Earth
Networks -
Taking the Pulse o1 the Planet
1. Payment. The Buyer agrees to payment terms pe
Remarks section of Schedule. Late payment fees will be
charged as follows: (a) one percent (I%) per month or part
thereof will be charged for any payment that is more than 30
days late: (b) Payment should be made to:
Earth Networks
Dept 0152, PO Box 120152
Dallas, TX75312
2. Inspection and Acceptance. It is Buyer's responsibility to
inspect and accept each unit at the time of delivery. Failure of
Buyer to inspect and accept the unit at that time waives
Buyer's rights to inspection and acceptance as a term of the
contract. However, any actions under this clause shall not be
deemed a waiver of any warranty contained herein.
3. Web Services. As part of this package purchase, Seller
agrees to provide to Buyer: (1) complete access to the web
service specified on the Schedule; (2) Provide adequate
bandwidth and server capacity; (3) Provide toll-free technical
support. The above services will be provided for as long as
Seller maintains support for the applicable web service.
4. Term and Termination. The web services shall have an
initial term as specified on the Schedule. Unless otherwise
specified on the Schedule, the web services subscription shall
automatically renew for successive 12 month terms, unless
terminated by either party with at least 30 days written notice
prior to the expiration of the then current term.
5. Dispute. The parties agrees that any dispute, other than those
relating to payment, due and owing from Buyer to Seller, arising
out of or relating to this Agreement, shall be subject to binding
arbitration pursuant to the Commercial Arbitration Rules of the
American Arbitration Association. The parties shall jointly
request that an Arbiter be appointed by the Altemative Dispute
Resolution Administrator for the Circuit Court for Montgomery
County, Maryland, to serve as the final arbiter of any dispute.
Any award of the Arbiter shall be enrollable in the applicable
court for enforcement. Both Buyer and Seller agree that the
finding of the arbitrator is binding and no other remedy,
including legal remedies, is permitted.
6. Warranty. The Seller warrants the hardware and software
purchased by the Buyer against defects in workmanship and
materials for a period of one (1) year from date of delivery
under this contract. The Seller shall, at its sole option, either
repair or replace defective items. Buyer is responsible to
retum of defective items to Seller by means specified by the
Seller. The Buyer shall bear all shipping expenses. Packing of
defective items for return is responsibility of Buyer. Damage
due to natural causes (storms, lightning, flying debris, etc.) is
not covered by this warranty. Damage resulting from Buyer
negligence or mishandling of hardware and software is not
covered by this warranty.
7. Alterations and Attachments. If Buyer makes alterations
or attaches a device or any other item to the Earth Networks
unit as sold and installed, the warranty is voided and Seller
has no further obligation under the warranty.
8. Disclaimer of Implied Warranties. EXCEPT AS
PROVIDED ABOVE, THE WEB SERVICES AND DATA
DISPLAYED THEREIN ARE PROVIDED ON AN "AS IS"
AND "AS AVAILABALE" BASIS. EXCEPT AS
PROVIDED IN SECTION 6 ABOVE, SELLER MAKES NO
ATTACHMENT 1 - TERMS AND CONDITIONS
r presented within various displays and products, does no
provide a total solution with regard to addressing
concerns regarding the presence of convective activity
and/or lightning and their potential impact on the safety
of personnel and/or safeguarding of facilities, whether it
be of immediate or short term concem. Interpretation
and application of the data, as well as any comparative
analysis and/or prognosis or similar activities done by
any user, are done so solely at the user's risk and have
not directly or indirectly been implied, condoned or
recommended by Seller, and/or its data suppliers.
10. Liability. Buyer and subsequent users of hardware
and software agree to waive any liability of Seller for
damage caused by hardware and software installation
and operation on any user premises.
11. Limitations of Liability. Except for damages
caused by Seller's willful misconduct, recklessness, or
gross negligence, the parties agree that to the extent
permitted by applicable law, Seller limits or disclaims
liability related to the manufacture, delivery, or use of
the equipment, the software and/or supplies used in
connection with the equipment or the provision of
services for the equipment, as follows: (a) For direct
damages, Seller liability is limited to the amounts paid
by Buyer for the equipment, software, supplies or
services giving rise to, or which are the subject of the
claim, whether such claim alleges breach of contract, or
tortious conduct including but not limited to negligence
or any other theory; (b) Seller disclaims liability for
indirect, incidental, special, or consequential damages
(including but not limited to, loss of use, revenue, or
profit) whether such claim alleges breach of contract,
tortious conduct including but not limited to negligence,
or any other theory.
12. Data Rights. Seller retains all rights to data and/or
video images (hereinafter "data") generated by the Earth
Networks system(s). Seller grants Buyer a limited
license for use of such data, in connection with Buyer's
internal business/educational purposes, but for no other
purpose. Seller has exclusive rights for resale or to
otherwise use data from the installed system(s). Buyer
and users of hardware and software under this contract
cannot provide access to third parties without the
express written consent of Seller. Requests for access
must be in writing to the Seller at the Seller's place of
business. Seller grants Buyer a royalty free license to
use and disseminate data generated by the Buyer's Earth
Networks system for educational purposes, save and
except that Buyer is expressly prohibited from
disseminating data to media outlets (such as TV
stations, cable channels, radio stations, newspapers, and
magazines). Buyer is expressly prohibited from
disseminating data from any other Earth Networks
system.
13. Access To Communication Line. Buyer agrees to
connect, at Buyer expense, the Earth Networks unit(s) to
a dedicated, full-time Internet connection. Buyer further
agrees to maintain the Earth Networks system in an
operational mode at all times and to permit Seller
authorized outside access to system data through the
telecommunication line. Telecommunication line
expense is solely the obligation of Buyer. Buyer agrees
to follow all procedures outlined in the Operations
Manual to ensure system access is maintained.
14. Non -Waiver of Rights. The failure of Buyer or
Seller to insist upon strict performance of the terms and
conditions of this Contract or to exercise any rights or
remedies, shall not be construed as a waiver or its rights
to assert any of same rights or to rely on any such terms
or conditions at any time thereafter.
15. Governing Law. This Agreement shall be
governed by the laws of the State of Mat344n& reket$
16. Attorney's Fees/Costs. In any action by a party to
enforce its rights hereunder, the non -prevailing party
WARRANTY, EXPRESS OR IMPLIED, TO BUYER, OR
TO ANY AUTHORIZED USER OR THIRD PARTY,
INCLUDING ANY WARRANTIES OF QUALITY,
ACCURACY, PERFORMANCE, COMPATABILITY,
MERCHANTABILITY, AND FITNESS FOR A
PARTICULAR PURPOSE. BUYER ACKNOWLEDGES
THAT SELLER IS NOT RESPONSIBLE FOR THE
ACCURACY OF ANY INFORMATION OR DATA
CONTAINED IN THE SERVICES, AND SELLER SHALL
NOT BE LIABLE FOR ANY LOSSES RESULTING FROM
BUYER'S OR ANY AUTHORIZED USER'S RELIANCE
ON ANY SUCH INFORMATION OR DATA UNDER ANY
CIRCUMSTANCES.
9. Lightning Disclaimer. Experience has shown that the
resolution, timeliness, and format in which lightning data are
410
WeatherBug'
t shall pay the prevailing party's costs and expenses
(including reasonable attorney's fees & other arbitration
costs).
17. Extraordinary Circumstances. Except for obligations
of payment, neither Seller nor the Buyer shall be liable for
nonperformance caused by circumstances beyond their
control, including but not limited to, work stoppages, floods,
lightning and all other acts of God.
18. Breach. Either party may terminate this Agreement on
breach by the other party of any material term or condition
hereof 10 days after written notice is given to the breaching
party by the non -breaching party if such breach is not cured.
19. Order Fulfillment. If this is a multiple unit order
and/or includes promotional goods, credits, services, and the
Buyer does not fully complete the terms of the Order
agreement, Seller reserves the right to re -bill at standard
prices or to retrieve the promotional items, unless the Buyer
reconciles by acquiring another Earth Networks product
eligible for such promotional items/discounts.
20. Patent Indemnity. Seller will defend the Buyer from,
and pay for ultimate judgment or liability for infringement
in the United States by equipment or operating system
software ("Software") of any patent, trademark, trade secret,
protected semiconductor chip mask work, or copyright if
Buyer promptly notifies Seller in writing of any alleged
infringement, allows Seller to defend, and cooperates with
Seller. Seller is not responsible for any non -Earth Networks
litigation expenses or settlements unless Earth Networks
agrees to them in writing. Seller is not liable for any
infringement due to equipment or software being made or
modified by the Buyer or Buyer requested specification or
designs, or being used or sold in combination with
equipment, software, or supplies not provided by Seller.
IMPORTANT: SELLER MAKES NO OTHER EXPRESS
OR IMPLIED WARRANTY OF NON -INFRINGEMENT
AND HAS NO OTHER LIABILITY FOR
INFRINGEMENT OR ANY DAMAGES THEREFROM.
To avoid an infringement (even if not alleged) Seller may, at
its option, at no charge to Buyer, obtain a license to use,
modify, or substitute an equivalent item for the infringing
equipment or software.
21. Purchase Orders. Except for identifying goods,
services or software ordered, prices and quantities, the terms
and conditions contained or referenced in Buyer purchase
order or other ordering documents shall be of no force or
effect.
22. Necessary Maintenance by Earth Networks. Buyer
will provide, upon reasonable notice by Seller, access to the
system(s) for the purpose of supplying necessary
maintenance and/or the installation of additional sensor
equipment.
23. Severability/Assignability. If any provision of this
Agreement shall be held to be invalid or unenforceable, the
remainder of this Agreement shall not be affected thereby
and shall remain valid and enforceable. Neither party may
assign this Agreement or any of its rights and obligations
hereunder to any person, firm or corporation, without the
prior written consent of the other, which consent shall not be
unreasonably withheld, provided however that either party
may assign this Agreement to a successor in interest as a
result of a sale of all or substantially all of its stock or assets
24. Modification. This contract shall not be varied in its
terms or conditions by any oral Agreement or
representation, but only by an instrument in writing of even
or subsequent date thereto, properly executed by both the
Seller and Buyer.
25. Entire Agreement. The terms and conditions contained
or referenced in this Order Agreement are the complete and
entire agreement between Seller and Buyer respecting the
subject er of this le ent.
/ — Y
Customer Signature and Date