Backup Documents 12/01/2009 Item #16F3
ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 16 F 3
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original dowment. Original documents should be hand delivered to the Soard Office The completed routing slip and original
documents are to be forwarded to the Board Office only after the Board has taken action on the item,)
ROUTING SLIP
Complete routing lines # 1 through #4 as appropriate for additIonal signatures, dates, and/or information needed. If the document is already complete with the
excePtion afthe Chairman's sil!nature, draw a line throul!h routine lines #1 throul:!h #4, comoletc the checklist, and forward to Sue Filson (line #5).
Route to Addressee(s) Office Initials Date
(List in routing order)
I.Joshua Thomas, Ass!. Grant Coordinator ASD-Grant Coordination ~ 12/1/09
2.Colleen Greene-Asst. County County Attorney's Office Cf{\f:) rd-. 1.61
Attorney
3.
4.
5. Ian Mitchell, BCC Ofjlce Board of County Commissioners ~ l't/l/o~
Supervisor
6. Minutes and Records Clerk of Court's Office
PRIMARY CONTACT INFORMATION
(The primary contact is the holder of the original document pl.:nding BCC approval. Normally the primary contact is the person who created/prepared the executive
summary. Primary contact inlonnation is needed in the event one ofth~ addressees above, including Sue Filson, need to contact statY for additional or miSSing
in/cnnation. All original documents needing the BeC Chairman's signature an~ to be delivered to the Bee office only after the Bee has acted to approve the
item.)
Name of Primary Stafl' Joshua Thomas Phone Number 239-252-8989
Contact
Agenda Date Item was December I, 2009 Agenda Item Number 16 F-3
Approved by the BCC
Type of Document Grant Application Terms and Conditions Number of Original I
Attached Documents Attached
I.
INSTRUCTIONS & CHECKLIST
Initial the Ves column or mark "N/A" in the Not Applicable column, whichever is
a ro riate.
Original document has been signed/initialed for legal sufficiency. (All documents to be
signed by the Chairman, with the exception of most letters, must be reviewed and signed
by the Office of the County Attorney. This ineludes signature pages hom ordinances,
resolutions, etc. signed by the County Attorney's Office and signature pages Irom
contracts, agreements, etc. that have been fully executed by all parties except the BCC
Chairman and Clerk to the Board and ossibl State Officials.)
All handwritten strike-through and revisions have been initialed by the County Attorney's
Office and all other arties exce t the BCC Chairman and the Clerk to the Board
The Chairman's signature line date has been entered as the date ofBCC approval of the
document or the final ne otiated contract date whichever is a licable.
"Sign here" tabs are placed on the appropriate pages indicating where the Chairman's
si nature and initials are re uired.
In most cases (some contracts are an exception), the original document and this routing slip
should be provided to Ian Mithchell in the BCC office within 24 hours of BeC approval.
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCe's actions are nullified. Be awarc of our deadlines'
The document was approved by the BCC on_12-1-09__(enter date) and all
changes made during the meeting have been incorporated in the attached document.
The Count Attorne 's Office has reviewed the chan es, if a Iicable,
Ves
(Initial)
::1i:
N/A(Not
A Iicable)
2.
3.
4.
5.
6.
I: Forms/ County Forms! Bee Fonnsl Original Documents Routing SlIp WWS Onginal 9.03.04, Revis~d I 2605, Revised 2.24.05, Revised 9.18.09
16F 3
MEMORANDUM
DATE:
December 2, 2009
TO:
Josh Thomas, Grants Support Specialist
Administrative Services Department
FROM:
Martha Vergara, Deputy Clerk
Minutes and Records
RE:
Grant Application Terms and Conditions - Weather Bug
Attached for your records is a copy of the original document, referenced above
(Agenda Item #16F3) approved by the Board of County Commissioners on
Tuesday, December 1, 2009.
The original has been kept by the Minutes and Records Department for the
Board's records.
If you should have any questions, please contact me at 252-7240.
Thank you.
Attachment (1)
WeatherBug
16F 3
Customer Check List
WeatherBug 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:
D Signed WeatherBug Professional Agreement
D Sign and date the bottom right page of Standard
Terms and Conditions where it asks for "Customer
Signature and Date"
D Signed Purchase Order, Check or Credit Card
Authorization
D Tax Exempt Certificate (if applicable)
If you should have any questions please feel free to contact your Account
Executive:
Account Executive: Stuart Hershon
Phone: (800) 544-4429 ext 4080
Email Address:shershon@weatherbug.com
Fax: (301) 258-5210
WEATHERBUG PROFESSIONAL AGREEMENT
12410 Milestone Center Drive, Suite 300, Germantown, MD 20876
AWS CONVERGENCE TECHNOLOGIES, INC. dba WEA THERBUG herein referred to as "AWS"
16F
3
( .....fullIer ( ontact Infonnation
Collier County Emergency Management
Dan Summers
Rick Zyvoloski
Contact Phone: (239) 252-8000
Contact Fax:
Business Name:
Contact Name:
Business
Address:
3301 East Tamiami Trail Building F
Naples, FL 34112
Stuart Hershon
(800) 544-4429 ext 4080
SChl'duk "I' I'ruducts and Sl'n ices
Product Notes Quantity U nit Price Total Price
Name
Installation 3 $2,500.00 $7,500.00
(Standard) -
Tracking
Station &
Camera
Lightning 3 $3,990.00 $11,970.00
Package
Streamer R T - I $0.00 $0.00
I Gov't / Comm
(3 Seat
License)
WeatherBug 3 $7,500.00 $22,500.00
MotionCam
WeatherBug 3 $4,000.00 $12,000.00
Tracking
Station w/
Digital Disolav
Potential In the event that permitting , $2.500.00 $7,500.00
.>
additional and/or Architectural services
Install Costs need to be procured by
WeatherBug or its agents for
the Installation of the 3
quoted for Weather Stations
in Collier County, an
additional installation fee of
up to $2,500 per station will
be added to the final cost of
goods and services.
I
Grand Total:
$53,970.00-$61,470.00
Initial Term of
Contract
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ATTACHMENT 1 - TERMS AND CONDITIONS
(Wec.tt l8I'Bug'
PROFfSSIONAL
~:
Payment will be mode upon .....Ipl of e PlOPIr i_CO and in compIianco with Section 218.70, Fla. Stots., otherwiae known as the "Local Government
prompt Payment Act".
InuUation II'Id/or mainten.nce coats quoted above are valid for ltanelal'd inatallations only. Any il'llJtallation or maintenance work that requires
n_ndllll equipment, matlrla. or ~ulatDry IXII8Il1O may be subjlCllo an add~ional charge.
CoIIllr COunty, Florida.. a p_llU_ of the SlaI8 of Florida, is exempt from the payment of Florida oaies tax to Its vendors under Chapter 212,
Florida SlatLll8l, Cartlfical8 of Exemption' 21.Q7.Q1999U3c.
The pa_ ag...lo be bound by the I8rrna and conditiona that follow:
Cuetomer SIgnatu/'e and ea.
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TV COMMISSIONERS
, FLORIDA ;
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By:
Donna Filii, Chllrman
FlratWltn_
AWS Conwrgenco Tachnologles, Inc.
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ATTACHMENT 1 - TERMS AND CONDITIONS
Please fax all pages of the signed agreement directly to AWS at 1-301-258-5210.
J6F 3
, WeatherBug"
~WeatherBug'
I. Payment. The Buyer agrees to payment
terms per Remarks section of Schedule.
Payment should be made to:
A WS Convergence Technologies, Inc.
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:
(I) complete access to the web service
specified on the Schedule; (2) Provide
adequate bandwidth and server capacity; (3)
Provide toll-fi'ee 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 notice prior the expiration of the then
current term.
5. Dispute. Prior to the initiation of any
action or proceeding permitted by this
Agreement to resolve disputes between the
parties, the parties shall make a good faith
effort to resolve any such disputes by
negotiation. The negotiation shall be attended
by representatives of Seller with full decision-
making authority and by Buyer's staff person
who would make the presentation of any
settlement reached during negotiations to
Buyer for approval. Failing resolution. and
prior to the commencement of depositions in
any litigation between the parties arising out
of this Agreement, the parties shall attempt to
resolve the dispute through Mediation before
an agreed-upon Circuit Court Mediator
certified by the State of Florida. The
mediation shall be attended by representatives
of Seller with full decision-making authority
and by Buyer's staff person who would make
the presentation of any settlement reached at
mediation to Buyer's board for approval.
Should either party fail to submit to mediation
as required hereunder. the other party may
obtain a court order requiring mediation under
Section 44.102, Fla. Stat.
ATTACHMENT 1 - TERMS AND CONDITIONS
Any suit or action brought by either party to
this Agreement against the other party
relating to or arising out of this Agreement
must be brought in the appropriate federal
or state courts in Collier County, Florida,
which courts have sole and exclusive
jurisdiction on all such matters.
6. Warranty. The Seller warrants the
hardware and software purchased by the
Buyer against defects in workmanship
and materials for a period of one (I) 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 return 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 A WS unit
as sold and installed, the warranty is
voided and Seller has no fUl1her
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
A V AILABALE" BASIS. EXCEPT AS
PROVIDED IN SECTION 6 ABOVE,
SELLER MAKES NO 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.
16f 3
. WeatherBug
9. Lightning Disclaimer. Experience has
shown that the resolution, timeliness, and
format in which lightning data are
presented within various displays and
products, does not provide a total solution
with regard to addressing concerns
regarding the presence of convective
activity andlor lightning and their potential
impact on the safety of personnel andlor
safeguarding of facilities, whether it be of
immediate or short term concern.
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, andlor 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.
II. 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 A WS 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
fi'om the installed system(s). Buyer and
~WeatherBug'
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 A WS 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 A WS system.
Confidentiality of information contained in
this agreement is subject to the requirements
of the Florida Public Records Act, Chapter
119, Fla. Stat., and the Florida Sunshine
Law, Chapter 286, Fla. Stat.,
13. Access To Communication Line.
Buyer agrees to connect, at Buyer expense,
the A WS unit(s) to a dedicated, full-time
Internet connection. Buyer further agrees to
maintain the A WS 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.
IS. Governing Law, This Agreement shall
be governed by the laws of the State of
Florida.
16, Attorney's Fees/Costs, In any action
by a party to enforce its rights hereunder, the
ATTACHMENT 1 - TERMS AND CONDITIONS
nonprevailing party 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 rebill at standard
prices or to retrieve the promotional
items, unless the Buyer reconciles by
acquiring another A WS 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-A WS litigation
expenses or settlements unless A WS
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,
(J."t 3
We~erBug"
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. Omitted
22. Necessary Maintenance by A WS.
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 vvritten
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 matter of this
Agreement.
Customer Initial
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