Earth Networks dba Weatherbug/Comm Serv/17,475/Professional Agreement for Products and Services�Q
EARTH NETWORKS PROFESSIONAL AGREEMENT
12410 Milestone Center Drive,
Suite 300, Germantown, MD 20876
Cni) Earth tw r J EARTH NETWORKS dba WEATHERBUG WeatherBuy
herein referred to as "Earth Networks"
Business Name: City of Carmel
Customer•ntact
Information
Business
Address:
One Civic Square
Carmel, IN
46032
Contact Name: Nancy Heck
Contact Phone: (317) 431-5393
Customer
Business Name:
Billing Information
Contact
Fax:
(if different,from
Business
aLqvel
Contact Name:
Address:
Contact Phone:
NetworksEarth
Contact
Fax:
•ntact Information
POC: Sean P ActonEmail
Address: sacton@earthnetworks.com
Contact Phone: 301 250-4124
Schedule
Product Name Notes
of
Quantity
1 Contact Fax: 301 258-5210
•• and Services
Unit Price
Total Price
Earth Networks WxStation
Package
1
$4,995.00
$4,995.00
HD PTZ Camera w/POE
1
$5,500.00
$5,500.00
Installation (Standard) -
Tracking Station & Camera
1
$2,750.00
$2,750.00
Lightning Package WENNA
1
$3,990.00
$3,990.00
Streamer RT — Gov't / Comm
(3 Seat License)
1
$0.00
$0.00
Initial Term of Contract:
1 year
Quotation valid through: 5/30/16
Date of Original Signed Terms and Conditions:
Sub Total:
$17,235.00
Discount:
S & H
$240.00
Sales Tax:
Grand Total:
17,475.00
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. StreamerRT provided at no charge in Year 1. The annual fee for these services following year
one shall be $1500/year.
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. Furthermore, customer is responsible for providing all
communication and electrical infrastructure.
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• EARTH NETWORKS
By. �� By. S.a,. , C70M
Name:
L�.S � WAName:
Sean Acton
Title:
`i/
Title:
Enterprise solutions specialist
Date:
_
Date:
5/18/2016
Please fax all pages of the signed agreement directly to Earth Networks at (301) 258-5210
Approved and Adopted this day of 120 .
CITY OF CARMEL, INDIANA
By and through its Board of Public Works and a
BV
nesBrain ard. Presidine Officer
d�sworKS"
'
Taking tho Podso of thr. Plead'
1. Payment. The Buyer agrees to payment tennis. per
Remarks section of Schedule. Late payment fees will be
charged as follows: (a) one percent (1%) 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. Reserved.
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
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 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
WARRANTY, EXPRESS OR IMPLIED, TO BUYER, OR
TO ANY AUTHORIZED USER OR THIRD PARTY,
INCLUDING ANY WARRANTIES OF QUALITY,
ACCURACY, PERFORMANCE, COMPATABIL.ITY,
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
presented within various displays and products, does not
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 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, and/or its data
suppliers.
10. Liability. Buyer and subsequent users of hardware and
software agree to waive any liability of Seller for damage
CONFIDENTIAL
EN.Cont.Approval.P 1 2/3/2012
ATTACHMENT 1- TERMS AND CONDITIONS
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 Indiana.
16. Attorney's Fees/Costs. In any action by a party to
enforce its rights hereunder, the non -prevailing 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
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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. Nondiscrimination. Seller represents and warrants that it
and all of its officers, employees, agents, contractors and
subcontractors shall comply with all laws of the United
States, the State of Indiana and City prohibiting
discrimination against any employee, applicant for
employment or other person in the provision of any Services
provided by this Agreement with respect to their hire,
tenure, terms, conditions and privileges of employment and
any other matter related to their employment or
subcontracting, because of race, religion, color, sex,
handicap, national origin, ancestry, age, disabled veteran
status and/or Vietnam era veteran status.
26. Iran Certification. Pursuant to I.C. § 5-22-16.5, Seller
shall certify that, in signing this document, it does not
engage in investment activities within the Country of Iran.
27. E -Verify. Pursuant to I.C. § 22-5-1.7 et seq., as the same
may be amended from time to time, and as is incorporated
herein by this reference (the "Indiana E -Verify Law"), Seller
is required to enroll in and verify the work eligibility status
of its newly -hired employees using the E -Verify program,
and to execute the Affidavit attached herein as Exhibit A,
affirming that it is enrolled and participating in the E -verify
program and does not knowingly employ unauthorized
aliens. In support of the Affidavit, Seller shall provide the
Buyer with documentation indicating that it has enrolled and
is participating in the E -Verify program. Should Seller
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subcontract for the performance of any work under and
pursuant to this Agreement, it shall fully comply with the _
Indiana E -Verify Law as regards each such
subcontractor. Should Seller or any subcontractor violate the
Indiana E -Verify law, the Buyer may require a cure of such
violation and thereafter, if no timely cure is performed,
terminate this Agreement in accordance with either the
Approved and Adopted this day of
CITY OF CARMEL, INDIANA
By and through its Board of Public Works and Safety
BY:
James Brainard, Presiding Officer
Date:
Mary Ann Burke, Member
Date:
Lori S. Watson, Member
Date:
ATTEST:
Christine S. Pauley, Clerk -Treasurer
Date:
CONFIDENTIAL
EN.Cont.Approval.F 1 2!3.2012
ATTACHMENT 1- TERMS AND CONDITIONS
provisions hereof or those set forth in the Indiana E -
Verify Law. The requirements of this paragraph shall
not apply should the E -Verify program cease to exist.
25. Entire Agreement. The terms and conditions
contained or referenced in this Order Agreement are the
120
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complete and entire agreement between Seller and Buyer
respecting the subject.matter of this Agreement.
Customer Signature and Date
AFFIDAVIT
I, Chelseya O'Connell , being first duly sworn, deposes
and says that he/she is familiar with and has personal knowledge of the facts herein and,
if called as a witness in this matter, could testify as follows:
1. I am over eighteen (18) years of age and am competent to testify to the
facts contained herein.
2. I am now and at all times relevant herein have been employed by
Earth Networks (the "Employer")
in the position of HR Generalist
3. I am familiar with the employment policies, practices, and procedures of
. the Employer and have the authority to act on behalf of the Employer.
4. The Employer is enrolled and participates in the federal E -Verify program.
Documentation of this enrollment and participation is attached as Exhibit
"A" and incorporated herein.
5. The Employer does not knowingly employ any unauthorized aliens.
6. To the best of my information and belief, the Employer does not currently
employ any unauthorized aliens.
7. FURTHER AFFIANT SAYETH NOT.
EXECUTED on the 18 day of May , 20 16 .
Printed: Che 1 s eya O ' Conne 11
I certify under the penalties for perjury under the laws of the United States of America
and the State of Indiana that the foregoing factual statements and representations are true
and correct.
Printed: Chelseya O'Connell
EXHIBIT
-A
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Company ID Number: 379625
To be accepted as a participant in E -Verify, you should only sign the Employer's Section
of the signature page. If you have any questions, contact E -Verify at 888-464-4218.
Employer AWS Convergence Technologies, Inc
Allison Abromava e
Name (Please Type or Print)
Electronically Signed
Title
12117/2010 _
Signature
Date
Department of Homeland Security — Verification Division
SCIS Verification Division
Name (Please Type or Print)
Electronicall Signed,
Signature
Title
12117/2010
Date
Information Required for the E -Verify Program
Information relating to your Company:
Com an y 'Name:
AWS Convergence Technologies, Inc
Company Facility -Address:
1241.0 Milestone Center Drive
Suite 300
Germantown, MD 20876
Company Alternate
Address:
County or Parish:
MONTGOMERY
Employer Identification
Number:
0222626H
Page 12 of 13 1 E -Verify MOU for Employer I Revision Date 09/01/09 www.dhs.gov/E-Verify
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