Earth Networks/IT/4,100/5 Year Maintenance PTZ Camera/Weather Station=ARTH
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1. Payment. The Buyer agrees to payment terms per 9. Lightning Disclaimer. Experience has shown that the 16. Extraordinary Circumstances. Except for obligations
Remarks section of Schedule. Late payment fees will be resolution, timeliness, and format in which lightning data are of payment, neither Seller nor the Buyer shall be liable for
charged as follows: (a) one percent (1%) per month or part presented within various displays and products, does not nonperformance caused by circumstances beyond their
thereof will be charged for any payment that is more than 35 provide a total solution with regard to addressing concerns control, including but not limited to, work stoppages, floods,
days late: (b) Payment should be made to: regarding the presence of convective activity and/or lightning and all other acts of God.
Earth Networks lightning and their potential impact on the safety of 17. Breach. Either party may terminate this Agreement on
Dept 0152, PO Box 120152 personnel and/or safeguarding of facilities, whether it be of breach by the other party of any material term or condition
Dallas, TX75312 immediate or short term concern Interpretation and hereof 10 days after written notice is given to the breaching
2. Inspection and Acceptance. It is Buyer's responsibility application of the data, as well as any comparative analysis party by the non -breaching party if such breach is not cured.
to inspect and accept each unit at the time of delivery. and/or prognosis or similar activities done by any user, are 18. Order Fulfillment. If this is a multiple unit order
Failure of Buyer to inspect and accept the unit at that time done so solely at the user's risk and have not directly or and/or includes promotional goods, credits, services, and the
waives Buyer's rights to inspection and acceptance as a term indirectly been implied, condoned or recommended by Buyer does not fidly complete the terms of the Order
of the contract. However, any actions under this clause shall Seller, and/or its data suppliers. agreement, Seller reserves the right to re -bill at standard
not be deemed a waiver of any warranty contained herein 10. Liability. Buyer and subsequent users of hardware and prices or to retrieve the promotional items, unless the Buyer
3. Web Services. As part of this package purchase, Seller software agree to waive any liability of Seller for damage reconciles by acquiring another Earth Networks product
agrees to provide to Buyer: (1) complete access to the web caused by hardware and software installation and operation eligible for such promotional items/discounts,
service specified on the Schedule; (2) Provide adequate on any user premises. 19. Patent Indemnity. Seller will defend the Buyer from,
bandwidth and server capacity; (3) Provide toll -free 11. Limitations of Liability. Except for damages caused by and pay for ultimate judgment or liability for infringement
technical support. The above services will be provided for Seller's willful misconduct, recklessness, or negligence, the in the United States by equipment or operating system
as long as Seller maintains support for the applicable web parties agree that to the extent permitted by applicable law, software ("Software") of any patent, trademark, trade secret,
service. Seller limits or disclaims liability related to the manufacture, protected semiconductor chip mask work, or copyright if
4. Term and Termination. The web services shall have an delivery, or use of the equipment, the software and/or Buyer promptly notifies Seller in writing of any alleged
initial term as specified on the Schedule. Unless otherwise supplies used in connection with the equipment or the infringement, allows Seller to defend, and cooperates with
specified on the Schedule, the web services subscription provision of services for the equipment, as follows: (a) For Seller. Seller is not responsible for any non -Earth Networks
shall automatically renew for successive 12 month terms, direct damages, Seller liability is limited to the amounts paid litigation expenses or settlements unless Earth Networks
unless terminated by either party with at least 30 days by Buyer for the equipment, software, supplies or services agrees to them in writing. Seller is not liable for any
written notice prior to the expiration of the then current giving rise to, or which are the subject of the claim, whether infringement due to equipment or software being made or
term such claim alleges breach of contract, or tortious conduct modified by the Buyer or Buyer requested specification or
5. Dispute. This Agreement is to be construed in including but not limited to negligence or any other theory; designs, or being used or sold in combination with
accordance with and governed by the laws of the State of (b) Seller disclaims liability for indirect, incidental, special, equipment, software, or supplies not provided by Seller.
Indiana, except for its conflict of laws provisions. The or consequential damages (including but not limited to, loss IMPORTANT: SELLER MAKES NO OTHER EXPRESS
parties agree that, in the event a lawsuit is filed hereunder, of use, revenue, or profit) whether such claim alleges breach OR IMPLIED WARRANTY OF NON -INFRINGEMENT
they waive their right to a jury trial, agree to file any such of contract, tortious conduct including but not limited to AND HAS NO OTHER LIABILITY FOR
lawsuit in an appropriate court in Hamilton County, Indiana negligence, or any other theory. INFRINGEMENT OR ANY DAMAGES THEREFROM.
only, and agree that such court is the appropriate venue for 12. Data Rights. Seller retains all rights to data and/or video To avoid an infringement (even if not alleged) Seller may, at
and has jurisdiction over same. images (hereinafter "data") generated by the Earth Networks its option, at no charge to Buyer, obtain a license to use,
6. Warranty. The Seller warrants the hardware and system(s). Seller grants Buyer a limited license for use of modify, or substitute an equivalent item for the infringing
software purchased by the Buyer against defects in such data, in connection with Buyer's internal equipment or software.
workmanship and materials for a period of one (1) year from business/educational purposes, but for no other purpose. 20. Purchase Orders. Except for identifying goods,
date of delivery under this contract. The Seller shall, at its Seller has exclusive rights for resale or to otherwise use data services or software ordered, prices and quantities, the terms
sole option, either repair or replace defective items. Buyer is from the installed system(s). Buyer and users of hardware and conditions contained or referenced in Buyer purchase
responsible to return of defective items to Seller by means and software under this contract cannot provide access to order or other ordering documents shall be of no force or
specified by the Seller. The Buyer shall bear all shipping third parties without the express written consent of Seller. effect.
expenses. Packing of defective items for return is Requests for access must be in writing to the Seller at the 21. Necessary Maintenance by Earth Networks. Buyer
responsibility of Buyer. Damage due to natural causes Seller's place of business. Seller grants Buyer a royalty free will provide, upon reasonable notice by Seller, access to the
(storms, lightning, flying debris, etc.) is not covered by this license to use and disseminate data generated by the Buyer's system(s) for the purpose of supplying necessary
warranty. Damage resulting from Buyer negligence or Earth Networks system for educational purposes, save and maintenance and/or the installation of additional sensor
mishandling of hardware and software is not covered by this except that Buyer is expressly prohibited from disseminating equipment.
warranty. data to media outlets (such as TV stations, cable channels, 22. Severability/Assignability. If any provision of this
7. Alterations and Attachments. If Buyer makes radio stations, newspapers, and magazines). Buyer is Agreement shall be held to be invalid or unenforceable, the
alterations or attaches a device or any other item to the Earth expressly prohibited from disseminating data from any other remainder of this Agreement shall not be affected thereby
Networks unit as sold and installed, the warranty is voided Earth Networks system and shall remain valid and enforceable. Neither party may
and Seller has no further obligation under the warranty. 13. Access To Communication Line. Buyer agrees to assign this Agreement or any of its rights and obligations
8. Disclaimer of Implied Warranties. EXCEPT AS connect, at Buyer expense, the Earth Networks unit(s) to a hereunder to any person, firm or corporation, without the
PROVIDED ABOVE, THE WEB SERVICES AND DATA dedicated, full-time Internet connection Buyer further prior written consent of the other, which consent shall not be
DISPLAYED THEREIN ARE PROVIDED ON AN "AS agrees to maintain the Earth Networks system in an unreasonably withheld, provided however that either party
IS" AND "AS AVAILABALE" BASIS. EXCEPT AS operational mode at all times and to permit Seller authorized may assign this Agreement to a successor in interest as a
PROVIDED IN SECTION 6 ABOVE, SELLER MAKES outside access to system data through the result of a sale of all or substantially all of its stock or assets.
NO WARRANTY, EXPRESS OR IMPLIED, TO BUYER, telecommunication line. Telecommunication line expense is 23. Modification. This contract shall not be varied in its
OR TO ANY AUTHORIZED USER OR THIRD PARTY, solely the obligation of Buyer. Buyer agrees to follow all terms or conditions by any oral Agreement or
INCLUDING ANY WARRANTIES OF QUALITY, procedures outlined in the Operations Manual to ensure representation, but only by an instrument in writing of even
ACCURACY, PERFORMANCE, COMPATABILIl'Y, system access is maintained. or subsequent date thereto, properly executed by both the
MERCHANTABILITY, AND FITNESS FOR A 14. Non -Waiver of Rights. The failure of Buyer or Seller Seller and Buyer.
PARTICULAR PURPOSE. BUYER ACKNOWLEDGES to insist upon strict performance of the terms and conditions 24. Entire Agreement. The terms and conditions contained
THAT SELLER IS NOT RESPONSIBLE FOR THE of this Contract or to exercise any rights or remedies, shall or referenced in this Order Agreement are the complete and
ACCURACY OF ANY INFORMATION OR DATA not be construed as a waiver or its rights to assert any of entire agreement between Seller and Buyer respecting the
CONTAINED IN THE SERVICES, AND SELLER SHALL same rights or to rely on any such terms or conditions at any subject matter of this Agreement.
NOT BE LIABLE FOR ANY LOSSES RESULTING time thereafter.
FROM BUYER'S OR ANY AUTHORIZED USER'S 15. Attorney's Fees/Costs. In any action by a party to
RELIANCE ON ANY SUCH INFORMATION OR DATA enforce its rights hereunder, the non -prevailing party shall
UNDER ANY CIRCUMSTANCES. pay the prevailing parry's costs and expenses (including Customer Signature and Date
reasonable attorney's fees).
1/21/2019 1 8:58 AM EST
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EARTH NETWORKS ORDER FORM
12410 Milestone Center Drive,
Suite 300, Germantown, MD 20876
EARTH NETWORKS
Order #: 61200
Customer•ntact
Information
Business Name:
City of Carmel
Todd Luckoski
Business
Address:
One Civic Square
Carmel, IN
Contact Name:
46032
Contact Phone:
(317) 571-2590
Contact
Fax:
Customer Billing
• . different
froMabove
Business Name:
City of Carmel
Megan McVicker
Business
Address:
One Civic Square
Carmel, IN
Contact Name:
46032
Contact Phone:
(317)571-2791
Contact
Fax:
NetworksEarth
•ntact Information
POC:
Stuart Hershon
I Email Address: shershon@earthnetworks.com
Contact Phone:
(800) 544-4429 ext 4080
1 Contact Fax:
(301) 258-5210
Scheduleof
Product Name
Notes Quantity
Unit Price
Total Price
5 Year Maintenance PTZ Camera
1
$2,500.00
$2,500.00
5 Year Maintenance Weather Station
1
$1,600.00
$1,600.00
Initial Term of Contract:
5 years from execution date
Sub Total:
$4,100.00
Quotation valid through:
Sales Tax:
N/A
Date of Original Signed Terms and Conditions:
Grand Total:
$4,100.00
Remarks:
The customer agrees to payment terms of Net 35 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 35 days late.
This Order Form is subject to the terms and conditions attached hereto.
CUSTOMER: EARTH NETWORKS
By —
Name.
Title:
Date:
By: s R ls(ct t
Name:
Stuart Hershon
Title:
1/21/2019 1 8:58 AM EST
Date:
EN.ContApproval.F20 9/13/2013 Page 1 Customer #: 29177
Approved and Adopted this eday of , 20.
CITY OF CARMEL, INDIANA
By and through its Board of Public Works and Safety
BY:
James Brainard, Presiding Officer
Date:
ATTE
C i tine S. Pauley, erk-Treasur r
Date: &CP1/%