HomeMy WebLinkAbout20243350.tiffRESOLUTION
RE: APPROVE DATA SERVICES AGREEMENT FOR SOLE SOURCE ROADSIDE
WEATHER INFORMATION SYSTEM AND AUTHORIZE CHAIR TO SIGN -
VAISALA, INC.
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Ruie Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, pursuant to Section 5-4-90 of the Weld County Code, a
Sole Source procurement is one in which only one (1) vendor can supply the commodities,
technology and/or perform the services required by the County, and
WHEREAS, on the 23rd day of September, 2019, the Purchasing Manager designated
Vaisala, Inc., a Sole Source Vendor, and
WHEREAS, the Board has been presented with a Data Services Agreement for the Sole
Source Roadside Weather Information System between the County of Weld, State of Colorado,
by and through the Board of County Commissioners of Weld County, on behalf of the Department
of Public Works, and Vaisala, Inc., commencing upon full execution of signatures, with further
terms and conditions being as stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Data Services Agreement for the Sole Source Roadside Weather
Information System between the County of Weld, State of Colorado, by and through the Board of
County Commissioners of Weld County, on behalf of the Department of Public Works, and
Vaisala, Inc., be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said agreement.
cc : Pw(o-l/DIJ/DD/cK/sB)
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2024-3350
EG0082
DATA SERVICES AGREEMENT FOR SOLE SOURCE ROADSIDE WEATHER INFORMATION
SYSTEM - VAISALA, INC.
PAGE 2
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 18th day of December, A.D., 2024.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY DO
ATTEST: didtiL)
.4„/„.44
Weld County Clerk to the Board
BY: • Oa41(5J C.C.
Deputy Clerk to the Board
APPROVED Air T
County A orney
IZ
Date of signature:
Perry
Ross, Chair
uck, Pro-Tem
Mike Freeman
EXCUSED
cott K. James
on Same
2024-3350
EG0082
Cunkvad ID4-
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: Vaisala Weather Station Contract Renewal
DEPARTMENT: Public Works DATE: December 2, 2024
PERSON REQUESTING: Clay Kimmi, Curtis Hall, Duane Naiba Jeri and Don Dunker
Brief description of the problem/issue:
Since 2019, Public Works has contracted with Vaisala to operate, maintain, and provide real-time weather data/forecasting
services for 11 weather stations along Weld County roads for use by the Operations Division. The current contract expires
on December 31, 2024. Public Works would like to renew the Vaisala contract so the Operations Division can continue to
use the weather data from the 11 sites during snow and rain storm operations. The information provided by Vaisala during
storm events has been instrumental in the Department's timely deployment of staff and resources for those events. The
Office of Emergency Management and Dispatch are provided the information as well.
The renewal co'itract would be for 1 year with four additional 1 -year renewal periods. The County Attorney's office has
reviewed and provided comments on the agreement. Those comments have been addressed and the County Attorney's
office had no other comments.
What options exist for the Board?
Option 1: Direct Public Works to pursue a contract renewal with Vaisala.
Option 2: Direct Public Works to schedule a work session so more information can be provided.
Consequences: If the contract with Vaisala is renewed, the Department will continue to receive real-time weather
information and forecasting services for use during winter storm and rain events. If the contract is not renewed, Vaisala will
remove the weather stations and the Department will have no real time data or forecasting tools to help us respond to storm
events.
Impacts: During the pervious 5 -year contract period, the Department has worked well with Vaisala to receive real time
weather data and forecasting in order to respond to winter storms and rain events. The data and forecasting tools have
been instrumental in the Department's decision making processes regarding how and when to deploy our staff and
resources. If the contract is not renewed, the Department's ability to respond appropriately to events will be delayed
because the weather data and forecasting tools will not be availatle for County use.
Costs (Current Fiscal Year I Ongoing or Subsequent Fiscal Years): The cost for the weather data and forecasting
services equates to $10,759 per month or $129,108 per year. The annual cost is fixed for the 5 year contract period. Public
Works has budgeted for the contract in the 2025 budget and will continue to do so each year that the contract is in effect.
Recommendation:
Public Works recommends option 1 which is to renew the contract.
Perry L. Buck, Pro -Tern
Mike Freeman
Scott K. James
Kevin D. Ross, Chair
Lori Saine
Support Recommendation Schedule
Place on [30CC Agenda Work Session
Vi p CLAItil
Vi A Eryvi l`
Vi' A [maiL
Other/Comments:
atIfteno-
5ce ernoi I
2024-3350
Zit g EGI On?,
Karla Ford
From:
Sent:
To:
Subject:
Question on this too.
Lori Saine
Weld County Commissioner, District 3
1150 O Street
PO Box 758
Greeley CO 80632
Phone: 970-400-4205
Fax: 970-336-7233
Email: Isaine@weldgov.com
Website: www.co.weld.co.us
In God We Trust
Lori Saine
Monday, December 2, 2024 3:13 PM
Karla Ford
RE: Please Reply - PW PA - Vaisala Weather Stat on Contract Renewal
Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for
the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise
protected from disclosure. If you have received this communication in error, please immediately notify sender by return
e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the
contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited.
From: Karla Ford <kford@weld.gov>
Sent: Monday, December 2, 2024 2:30 PM
To: Commissioners <COMMISSIONERS@co.weld.co.us>
Subject: Please Reply - PW PA - Vaisala Weather Station Contract Renewal
Importance: High
Please advise if you support recommendation and to have department place on the agenda.
Karla Ford X
1
Karla Ford
From:
Sent:
To:
Cc:
Subject:
Mike Freeman
Monday, December 2, 2024 2:34 PM
Kevin Ross
Karla Ford; Commissioners
Re: Please Reply - PW PA Vaisa a Weather Station Contract Renewal
Agree with recommendation.
Sent from my iPhone
On Dec 2, 2024, at 2:32 PM, Kevin Ross <kross@weld.gov>wrote:
Agree
Kevin Ross
From: Karla Ford <kford@weld.gov>
Sent: Monday, December 2, 2024 2:29:47 PM
To: Commissioners <COMMISSIONERS@co.weld.co.us>
Subject: Please Reply - PW PA - Vaisala Weather Station Contract Renewal
Please advise if you support recommendation and to have department place on the agenda.
Karla Ford ;
Office Manager, Board of Weld County Commissioners
1150 0 Street, P.O. Box 758, Greeley, Colorado 80632
:: 970.336-7204 :: kford@weld.gov:: www.weldgov.com
*Please note my working hours are Monday -Thursday 7:00a.m.-4:00p.m.**
<image002. jpg>
Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to
which it is addressed and may contain information that is privileged, confidentio or otherwise protected from disclosure, If you have received
this communication in error, please immediately notify sender by return e-mail aid destroy the communication. Any disclosure, copying,
distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named
recipient is strictly prohibited.
From: Magda Meza <mmeza@weld.gov>
Sent: Monday, December 2, 2024 2:27 PM
To: Karla Ford <kford@weld.gov>
Cc: Jill Scott <jscott@weld.gov>; Cheryl Pattelli <cpattelli@weld.gov>; Sharon Benson
<sbenson@weld.gov>; Curtis Hall <chall@weld.gov>; Don Dunker <ddunker@weld.gov>; Clayton Kimmi
<ckimmi@weld.gov>; Duane Naibauer <dnaibauer@weld.gov>; Samantha Brown <sjbrown@weld.gov>
Subject: Passaround
Karla Ford
From:
Sent:
To:
Cc:
Subject:
I approve
Thank you
Sent from my iPhone
Perry Buck
Monday, December 2, 2024 3:23 PM
Scott James
Karla Ford; Commissioners
Re: Please Reply - PW PA - Vaisala Weather Station Contract Renewal
On Dec 2, 2024, at 2:37 PM, Scott James <sjames@weld.gov>wrote:
Agree
** Sent from my iPhone **
Scott K. James
Weld County Commissioner, District 2
1150 O Street, P.Q. Box 758, Greeley, Colorado 80632
970.336.7204 (Office)
970.381.7496 (Cell)
Confidentiality Notice: This electronic transmission and any attached documents or other writings
are intended only for the person or entity to which it is addressed and may contain information that is
privileged, confidential or otherwise protected from disclosure. If you have received this communication
in error, please immediately notify sender by return e-mail and destroy the comrnunicaticn. Any
disclosure, copying, distribution or the taking of any action concerning the contents of this
communication or any attachments by anyone other than the named recipient is strictly prohibited.
On Dec 2, 2024, at 2:29 PM, Karla Ford <kford@weld.gov>wrote:
Please advise if you support recommendation and to have department place on the
agenda.
Karla Ford
From:
Sent:
To:
Cc:
Subject:
Agree
** Sent from my iPhone **
Scott James
Monday, December 2, 2O24 2:37 PM
Karla Ford
Commissioners
Re: Please Reply - PW PA - Vaisa a Weather Station Contract Renewal
Scott K. James
Weld County Commissioner, District 2
115O 0 Street, P.O. Box 758, Greeley, Colorado 8O632
97O.336.72O4 (Office)
970.381.7496 (Cell)
Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for
the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise
protected from disclosure. If you have received this communicaticn in error, please immediately notify sender by return
e-mail and destroy the communication. Any disclosure, copying, d stribution or the taking of any action concerning
the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited.
On Dec 2, 2O24, at 2:29 PM, Karla Ford <kford@weld.gov>wrote:
Please advise if you support recommendation and to have department place on the agenda.
Karla Ford X
Office Manager, Board of Weld County Commissioners
1150 0 Street, P,0. Box 758, Greeley, Colorado 80632
:: 970.336-7204 :: kfordiWweld.Qov :: www.weldgov.com
**Please note my working hours are Monday -Thursday 7:00a.m.-4:00p.m.**
<image002.jpg>
Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to
which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received
this communication in error, please immediately notify sender by return e-mail cnd destroy the communication. Any disclosure, copying,
distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named
recipient is strictly prohibited.
1
VAISALA
Vaisala, Inc.
194 South Taylor Ave, Louisville CO 80027
Telephone: 1-303-499-1701; Fax: 393-499-1767
Agreement Number
To be filled in by Contract Administrator
Data Services Agreement Summary
Vaisala Customer End User
Weld County Public Works
1111 H Street
PO Box 758
Greeley, CO 80632-0758
Primary Contact: Clay Kimmi
970-304-6496 x 3741
System Site Location
Per Quote Number:
N/A
Contract
Term: (01 -DEC -2024 to 30-NOV-2029)
Weld County Public Works
1111 H Street
PO Box 758
Greeley, CO 80632-0758
Main Contact: N/A
Vaisala Systems Covered
Services Provided
Vaisala Wx Road Insights data service,
Vaisala Wx Road Insights Data
-- Cellular Service
-- Sensor Monitoring
-- Equipment (Exhibit B)
Contract Evergreen terms (if applicable)
Period: Fee (USD)
Year(s)
Year 1 See Exhibit A n/a
Year 2 See Exhibit A
Year 3 See Exhibit A
Year 4 See Exhibit A
Year 5 See Exhibit A
*Invoiced monthly; subject to discounts for additional systems as provided in the Agreement
Page 1 of 14
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VAISALA
Vaisala, Inc.
194 South Taylor Ave, Louisville CO 80027
Telephone: 1-303-499-1701; Fax: 303-499-1787
Agreement Number
To be filled in by Contract Administrator
Data Services Agreement
This ata Services Agreement (the "Agreement") is entered into and shall be effective December
, 2024 (the "Effective Date") and is between the Weld County Public Works (hereinafter known as
"Customer"), with offices located at 1111 H St, Greeley, CO 80632-0758 and VAISALA INC. (hereinafter
known as "Vaisala"), a Delaware corporation with offices located at 194 South Taylor Avenue, Louisville,
CO 80027.
1. DESCRIPTION OF DATA SERVICES; DOCUMENTATION
1.1 Vaisala shall provide the data services (the "Services") to the Customer as described below.
1.1.1 Vaisala Wx Horizon is a map -based, cloud -hosted software that displays real-time
observations and forecast weather impacts across an entire transportation weather
network to help winter road decision -makers answer the above questions
1.1.2 The software has been designed based on feedback from public works and winter
maintenance decision -making community. Wx Horizon is built on utilizing observations
to determine future weather impacts on transportation safety and mobility.
1.1.3 The Data will be accessible through Vaisala Wx Horizon software provided by Vaisala to
the customer and shall be accessible exclusively by authorized members of customers'
organization (never third parties). Vaisala will update the software periodically
throughout the term of the Contract as required.
1.1.4 Vaisala shall provide all data communication and sensor monitoring services as part of
the Services. The sensor monitoring feature alerts Vaisala upon any sensor or system
error. Vaisala technical experts will attempt to resolve issues remotely if possible. In the
event any issue cannot be solved remotely, Vaisala shall make an on -site visit and repair
at no cost to Customer.
1.2 Vaisala has completed the installation and commissioning of the equipment listed in Exhibit B (the
"Equipment") and will provide the Services described herein, including ongoing maintenance of
the Equipment. Customer may order Equipment for additional sites as provided in Section 2.2
below. Vaisala shall maintain ownership of the Equipment through the Term (as defined below).
1.3 The Services received by Customer as set forth in this Agreement shall be subject to the General
Vaisala General Conditions Vaisala Policies I Vaisala. These Terms are hereby incorporated into this
Agreement by reference. This Agreement, the Terms constitute a legally binding agreement between
Vaisala and the Customer, and shall take precedence over any inconsistent or conflicting provision in
any prior agreement, representation, discussion, marketing message or understanding relating to the
Services.
Page 2 of 14
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VAISALA
Vaisala, Inc.
194 South Taylor Ave, Louisville CO 80027
Telephone: 1-303-499-1701; Fax: 303-499-1767
Agreement Number
To be fined in by Contrail Administrator
1.4 Vaisala hereby grants access and user rights to up to two (2) contract weather service providers
of Customer for forecast purposes, provided that such permitted parties are disclosed by the
parties on Schedule 1.4 to this Agreement. The standard format of the Data is Extensible Markup
Language (XML); any different formatting of the Data for permitted parties requires a Change
Order (as defined in Section 2.2 below) for development.
1.5 The Equipment site locations shall be listed in Exhibit C. The Customer shall not be invoiced for a
site until the Equipment installation is complete and data is being received as indicate in this
Section.
2. TERM
2.1 Term. The term of this Agreement shall be for five (5) years, unless earlier terminated under the
termination provisions of Section 7 ('Term").
2.2 Change Orders. Customer may, by giving written notice to Vaisala at any time during the term of
this Agreement; request changes to this Agreement (each a "Change Order"). Vaisala shall, within
forty-five (45) business days of receipt of written notice from Customer, either (a) generate a
Change Order, specifying the terms and conditions under which such services shall be performed,
or (b) reject the requested change in a written instrument to Customer, in which case this
Agreement shall continue in full force and effect unchanged. After receipt of the Change Order,
Customer may elect to do one of the following: 1) accept the Change Order; or 2) withdraw the
request, in which case this Agreement shall continue in full force and effect unchanged; or 3)
terminate the Agreement for convenience in accordance with Section 7.1. Change orders may
include orders by Customer for one or more additional RWS200 Road Weather Information
Services (RWIS) remote processing unit (RPU) stations to be installed at different locations.
Such additional orders shall trigger pricing adjustments for the Data as set forth in the Pricing
Schedule attached as Exhibit A.
2.3 Effect of Termination or Expiration. In the event of expiration of this Agreement, or termination
under Section 7, all fees due to Vaisala shall be paid in accordance with Section 7.4.
3. RESPONSIBILITIES
3.1 Vaisala Responsibilities. In addition to providing the Services as set forth in Section 1, Vaisala shall
be responsible for the following:
3.1.1 Vaisala shall supply, install and commission the Equipment to provide the Services as set
forth herein. The Equipment shall be installed on an existing fold over tower and/or
light/signal pole to be provided by Customer as set forth in Section 3.2.1 below. Vaisala
shall maintain full ownership of the equipment, and shall perform service and
maintenance to the equipment at its own cost during the Term to ensure proper deliver
of the Services.
Page 3 of 14
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VAISALA
Vaisala, Inc.
194 South Taylor Ave, Louisville CO 80027
Telephone: 1-303-499-1701; Fm: 303-499-1767
Agreement Number
To be filled in by Contract Administrator
3.1.2 Vaisala shall use commercially reasonable efforts to make the purchased Services
available 24 hours per day, 7 days per week at an Average Monthly Uptime level of 95%.
Average Monthly Uptime is defined as (# of data messages received) _ (q data messages
expected) as averaged on monthly basis. Excluded from the Average Monthly Uptime
calculation are outages caused by (a) planned downtime of which Vaisala shall provide no
less than 8 hours' notice, (b) electrical failures, lack of access to the Equipment for repair
or maintenance, or other delays covered under "Customer Responsibilities" listed in
Section 3.2 below, (c) any Force Majeure event as described in Section 7.3, or (d)
otherwise stated in the description of the Service.
3.1.3 Vaisala shall provide a K day webinar to Customer that will cover the functionality of the
Software and the information which can be viewed by Customer. Vaisala and Customer
shall determine the date for such webinar, and Customer shall provide user log -in
information for the webinar as set forth in Section 3.2.4 below.
3.1.4 Vaisala shall provide technical support via the Vaisala help desk at no additional charge,
and/or upgraded support if purchased separately.
3.1.5 During the Term of and for a period of at least one (1) year after completion of Vaisala's
obligations pursuant hereunder, Vaisala will maintain the following levels of insurance
coverage with a reputable and financially sound insurance carrier: (a) workers'
compensation insurance as required by applicable law; (b) employer's liability insurance
with limits not less than US $1 million; and (c) Commercial General Liability, including
Products (to cover the Equipment) and completed Operations and Contractual Liability,
with a minimum combined single limit of US $2 million per occurrence.
3.1.6 Upon the end of the Term or any renewals of this Agreement, Vaisala shall remove the
Equipment at no additional cost to the Customer, other than costs associated with
providing an electrician on -site pursuant to Section 3.2.3 below. Vaisala shall make all
commercially reasonable efforts to have minimal impact to the surrounding area when
removing the Equipment.
3.1.7 Vaisala shall provide Customer all software updates to the System as such updates
become available and are generally distributed by Vaisala. To the extent any of the
equipment is subject to a recall or other required update (not including the availability of
a newer version of any product), Vaisala shall make such necessary repairs, replacements
or updates to such equipment without charge to the Customer
3.2 Customer Responsibilities.
3.2.1 Customer shall provide a standard fold over tower and/or light/signal pole that is at least
fifteen (15) feet tall, which may be a stand-alone or existing traffic signal pole, at a location
approved by Vaisala for Vaisala's mounting of the Equipment. The location of the pole or
Page 4 of 14
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VAISALA
Vaisala, Inc.
194 South Taylor Ave, Louisville CO 80027
Telephone: 1-303-499-1701; Fax: 303.499-1767
Agreement Number _
To be filled in by Contract Administrator
tower must not be in a location where snow is likely to be thrown to the height of the
mounted sensors.
3.2.2 Customer shall provide Vaisala right-of-way access for the mounting of the Equipment
and any required maintenance during the Term without cost to Vaisala. If any permits
are required for the installation, commissioning or servicing of Equipment, Customer shall
provide such permits to Vaisala without cost. Customer shall also provide traffic control
and safety work zones for Vaisala's installation, commissioning, and servicing of any part
of the Equipment on or near an active roadway. If Vaisala requires a bucket truck for any
installation, commissioning or servicing of Equipment, Customer shall provide the bucket
truck without cost to Vaisala.
3.2.3 Customer shall provide and/or install electrical service to the Equipment, and shall
provide an electrician on -site during the installation and removal of the Equipment.
Ongoing support of the electrical services shall be the responsibility of Customer.
Notwithstanding Section 1.1.3 above, if any fault in the delivery of Services is determined
to be the result of a power failure, Vaisala will request that Customer investigate and
confirm power availability. All electrical support shall be provided by Customer without
charge to Vaisala.
3.2.4 Customer shall provide user log -in information for all attendees of the training webinar
described in Section 3.1.2 above at least two (2) weeks prior to the scheduled date of the
webinar.
3.2.5 Customer shall be responsible for its users' compliance with this Agreement, and use
commercially reasonable efforts to prevent unauthorized access to or use of the Services,
and notify Vaisala promptly of any such unauthorized access or use, and use the Services
only in accordance with the user guides and applicable laws and government regulations.
Customer shall not (a) make the Services available to anyone other than authorized users,
(b) sell, resell, rent or lease the Services.
4. INVOICES
4.1 Invoices. Invoices shall be due and payable by Customer to Vaisala net 30 days from the date of
the invoice. The amount due on each invoice shall be as set forth in the Pricing Schedule attached
hereto as Exhibit A. For purposes of the Software License, the amount due on each invoice shall
be the "License Fee" as defined in the Software License.
4.2 Taxes and Duties. Unless stated otherwise, Vaisala shall be reimbursed for all taxes, duties and
other levies charged to Vaisala or its personnel in the performance of the Agreement.
5. COPYRIGHT AND CONFIDENTIALITY
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Page 5 of 14
VAISALA
Vaisala, Inc.
194 South Taylor Ave, Louisville CO 80027
Telephone: 1-303.199-1701; Fax: 303-499-1787
Agreement Number
To be filled in by Contract Administrator
5.1 Copyright and Confidentiality. The copyright and other intellectual property rights in all Vaisala
software, web displays, or documents furnished to Customer, shall at all times remain the
property of Vaisala and neither the resources provided nor their contents shall be used without
Vaisala's express prior written consent for any purpose other than for the purpose for which they
were furnished. Customer shall not, without Vaisala's prior written consent, disclose, transfer,
transmit or otherwise make available to a third party in any manner or form whatsoever the
resource; or their contents or any information thereof which can permit the duplication or other
utilization of them by any third party.
6. ASSIGNMENT
6.1 Assignment. Customer shall not be permitted to transfer or assign, in whole or in part, this
Agreement or any rights or obligations hereunder except with the written authorization of
Vaisala, which authorization shall not be unreasonably withheld. In the event of any permitted
assignment or transfer of this Agreement or the obligations under this Agreement, the parties
agree that such obligations shall be binding upon the assigning or transferring party's executors,
administrators and legal representatives, and the rights of assignor or transferor shall inure to the
benefit of assignee or transferee. Any attempted transfer, assignment, sale or conveyance, or
delegation in violation of this Section shall be null and void.
7. TERMINATION
7.1 Termination Without Cause. Either party may terminate this Agreement without cause, to be
effective on the second, third or fourth anniversary of the Effective Date, provided the terminating
party gives the other party written notice at least sixty (60) days prior to the end of the applicable
anniversary of the Effective Date, subject to the availability of funds. Should funding not be
available to continue the Agreement, the Customer shall give Vaisala written notice as
commercially reasonable. In the event that Customer terminates the Agreement pursuant to this
Section 7.1, there shall be a termination fee due and payable on the termination date of the
Agreement equal to the fixed price per month applicable on the month prior to termination (as
calculated according to Exhibit A) multiplied by six (6).
7.2 Termination for Cause. This Agreement may be terminated by either party should any of the
following occur:
7.1.1 ether party materially breaches any terms or provisions of this Agreement and fails to
cure the same to the non -breaching party's satisfaction within thirty (30) days of the date
of receipt of such notice;
7.1.2 ether party breaches, misuses or misappropriates any proprietary and/or confidential
interest or right held by the other party; or
7.1.3 either party initiates bankruptcy proceedings, either under Chapter 7 or 11, or becomes
insolvent or ceases to do business for sixty (60) days.
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VAISALA
Vaisala, Inc.
194 South Taylor Ave, Louisville CO 80027
Telephone: 1-303.499-1701; Fax: 303-099-1787
Agreement Number
To be filled in by Contract Ad ninishatar
7.3 Force Maieure. Neither party shall be liable to the other for any loss or delay in the performance
of a required obligation if such loss or delay is caused by acts of God, strike, riot, fire, flood, natural
disaster, government action or inaction, war, terrorist attack, military hostilities, or other similar
cause beyond such party's control, provided that such party gives prompt written notice of such
condition and resumes its performance as soon as possible. If such a condition continues for a
period of 180 consecutive days, then this Agreemenrt shall be terminated without further liability
or obligation by either party, except for those obligations that survive under this Agreement.
7.4 Effect of Expiration or Termination. In the event of expiration and/or termination, the period of
termination shall start from the date specified in the notice by Customer or Vaisala. Customer
shall not be obligated to pay for any Services rendered after the date of termination, except that
Customer shall be responsible for non -cancellable expense or commitment amounts that occur
after the termination date and that such amounts shall remain due, owing and payable after the
date of termination. The parties acknowledge that any amounts paid to Vaisala shall be non-
refundable.
7.5 Injunctive Relief. In the event of termination under Section 7.2, in addition to any other remedies,
the non -breaching party may seek immediate injunctive relief and actual direct damages within
the limitations of liability specified herein; except where otherwise stated in this Agreement.
8. DISPUTES / GOVERNING LAW
8.1 Notice of Dispute. In the event that a claim or dispute arises hereunder, the claim or controversy
shall be reduced to writing by the aggrieved party and delivered to the non -aggrieved party
pursuant to the notice provision set forth in Section 9.4. The non -aggrieved party shall be given
thirty (30) days from the date of receipt of such writing to explain and/or remedy such claim or
controversy to the aggrieved party's satisfaction.
8.2 This section intentionally deleted.
8.3 This section intentionally deleted.
8.4 Choice of Law. This Agreement is made under and shall be constructed according to the laws of
the State of Colorado, notwithstanding the applicability of the conflicts of laws rules of Colorado.
9. MISCELLANEOUS PROVISIONS
9.1 Cause of Action. No action, regardless of form, may be brought by either party more than two (2)
years after the termination and/or expiration of this Agreement, except for those related to the
confidential information and proprietary interests of the parties, respectively.
9.2 Independent Contractor. Vaisala represents and warrants that it is an independent contractor
that makes its services available to the general public, has its own place of business and maintains
its own sets of books and records, which reflect its own income and expenses. Further, Vaisala
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VAISALA
Vaisala, Inc.
194 South Taylor Ave, Louisville CO 80027
Telephone: 1-303-499-1701: Fax: 303499-1767
Agreement Number
To be filled in by Contract Administrator
shall operate as an independent contractor and shall not represent itself as an agent, partner or
joint venturer of Customer. Vaisala shall not obligate Customer in any manner, nor cause
Customer to be liable under any agreement or under any other type of commitment. Alternately,
Customer shall not obligate Vaisala in any manner, nor cause Vaisala to be liable under any
agreement or under any other type of commitment.
9.3 Amendments/Modifications. No amendment or modification of this Agreement shall be valid
unless made in writing and signed by duly authorized representative off each part. The parties
acknowledge that scanned or pdf signatures are fully binding and constitute a legal method of
executing this Agreement.
9.4 Notice. Any notice required or permitted to be given under this Agreement shall be in writing and
shall be either transmitted or facsimile or deposited in the mail, certified and return receipt
requested with postage prepaid and addressed to the address set forth below:
Contracts Manager
Vaisala Inc.
194 S. Taylor Ave.
Louisville, CO 80027
Phone: (303) 499-1701
Fax: (303) 499-1767
Attention: Clay Kimmi
Senior Engineer
Weld County Public Works
Greeley, CO 80632-0758
Phone: (970) 304-6496 x 3741
Fax: (970) 304-6497
9.5 Export Compliance. The subject technology of this Agreement (including all data, articles and
services provided hereunder) may be controlled for export purposes under the Export
Administration Act of 1979 (50 USC 2401-2410), the Export Administration Regulations
promulgated thereunder (15 CFR 768-799), the International Traffic in Arms Regulations (22 CFR
120-128 and 130) and the Foreign Corrupt Practices Act and their successor and supplemental
laws and regulations (collectively the "Export Regulations"). Customer acknowledges that (1)
these Export Regulations impose restrictions on the import, export and transfer of certain
categories of data, articles and services to third countries and non-U.S. residents (including
foreign persons working legally in the United States), and (2) licenses from the U.S. Department
of State and/or the U.S. Department of Commerce may be required before such data, articles
and/or related services can be exported and (3) such licenses may impose further restrictions on
use and further disclosure of such data and articles. Customer agrees to comply with all U.S.
Governmental regulations as they relate to the import, export and re-export of the subject
technology hereof. Customer shall have full responsibility for obtaining any export licenses or
authorization required to fulfill its obligations under this Agreement.
9.6 Entire Agreement. The Parties hereby agree that this Agreement, including all documents
incorporated and attached hereto, shall constitute the entire agreement and understanding
between the Parties regarding the subject matter hereof and shall supersede and replace any and
all prior or contemporaneous understandings, communications, negotiations and
understandings.
Page 8 of 14
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VAISALA
Vaisala, Inc.
194 South Taylor Ave, Louisville CO 80027
Telephone: 1-303-499-1701;Fax: 303-499-1767
Agreement Number
To be filled in by Contract Administrator
9.7 Survival. The obligations recited in the Sections listed below shall survive the expiration and/or
termination of this Agreement:
1. Effect of Termination or Expiration
2. Copyright and Confidentiality
3. Effect of Expiration or Termination
4. Injunctive Relief
5. Notice of Dispute
6. Arbitration
7. Choice of Law
8. Cause of Action
9. Independent Contractor
10. Notice
11. Disclaimer of Warranties (in the Terms)
12. Limitation of Liability (in the Terms)
13. Indemnity (in the Terms)
[Signature pages folow.]
Page 9 of 14
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VAISALA
Vaisala, Inc.
194 South Taylor Ave, Louisville CO 80027
Telephone: 1-303-499-1701; Fax: 303499-1787
Agreement Number
To be filled. by Contract Adminisbator
IN WITNESS WHEREOF, and in consideration of the mutual promises, covenants, and agreements set forth
herein, the sufficiency of which is hereby acknowledged, the duly authorized representatives of Vaisala
and Customer have executed this Agreement effective as of the effective date set forth above.
VAISALA INC. WELD COUNT
�MgMM.•.snwn
Signature Liana SarkissianSignature n
�AM111 r Kevin D. Ross, Chair,
Print Liana Sarkissian Print Board of Weld County Commissioners
Date December 19, 9094
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Page 10 of 14
zoz4 -3350
VAISALA
Vaisala, Inc.
194 South Taylor Ave, Louisville CO 80027
Telephone: 1-303-499-1701; Fax: 303-499-1767
Agreement Number
To be filled in by Contract Administrator
Schedule 1.4
Permitted Parties
Name of Permitted Party
Mailing Address
Primary Codact
Phone Number
Email Address
Weld County Public
Works
P.O. Box 758
1111 H Street
Greeley, CO
80632
Curtis Hall
970-400-3721
chall@weld.gov
Weld County Public
Works
P.O. Box 758
1111 H Street
Greeley, CO
80632
Clay Kimmi
970-400-3741
ckimmi@weld.gov
[To be added by Customer, subject to Vaisala approval]
Page 11 of 14
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VAISALA
Vaisala, Inc.
194 South Taylor Ave, Louisville CO 80027
Telephone: 1-303499-1701; Fax: 303-499-1767
Agreement Number
To be fined in by Contract Administrator
Exhibit A
Pricing Schedule
This is a firm fixed priced Agreement with a fixed price per month for the Services of $1,100 per month
for such time that there is one RWS200 Road Weather Information Services (RWIS) remote processing
unit (RPU) station ordered by Customer and installed by Vaisala. In the event Customer requests for
one or more additional RWS200 Road Weather Information Services (RWIS) remote processing unit
(RPU) stations to be installed and commissioned, then the monthly charge would be discounted for
each additional installed RPU, such that the monthly charge for the Data shall be as follows:
Standard Monthly
Charge per RPU
Number of
RPU's
Discount
Fixed Price
per Month
$1,100
1
0%
$1,100.00
$1,100
2
2%
$2,156.00
$1,100
3
3%
$3,201.00
$1,100
4
4%
$4,224.00
$1,100
5
5%
$5,225.00
$1,100
6
6%
$6,204.00
$1,100
7
7%
$7,161.00
$1,100
8
8%
$8,096.00
$1,100
9
9%
$9,009.00
$1,100
10
10%
$9,900.00
$1,100
11
11%
$10,769.00
$1,100
12
12%
$11,616.00
$1,100
13
13%
$12,441.00
The discount is capped at 13%, even if the Customer orders 14 or more RPU's.
Customer will be invoiced monthly.
Payment will be made in accordance with Section 4 of this Agreement.
Page 12 of 14
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VAISALA
Vas., Inc.
194 South Taylor Ave, Louisville CO 80027
Telephone: 1-303-49B-1701; Fax: 303-499-1767
Agreement Number
To be Med in by Contract Administrator
Exhibit B
Equipment
Data Collection and Processing System RWS200 Base Structure
• DSC211 !emote Road Sensor
• DST111 Remote Road Temperature Sensor
• 10m Cable for DSC111/DSC211 or DST111 (2 EA)
• Interface tor 1 x DSC211 RWS and 1 x DST111 RWS
DTS12G Subsurface temperature sensor, 30m cable
Interface br single DTS12G sensor without DRS -interface
• HMP155E Air T and RH sensor
• DTR503ARadiation Shield for HMP155+Mounting Kit
• M12 Connection Cable 10m
Interface for HMP155A/E Sensor with PWD
PWD12 Heated visibility/present weather sensor
Mast Cable 15 m PWD-Sensors
Interface for PWD12 sensor
WMT700 Transducer heated ultrasonic wind sensor
• Connection Cable 10 M WMT70
• Bracket Kit D=60 for Sensor Ann Fixing
• Interface for tIVMT700 sensor
Sensor arm and mounting frame for 80-600mm pole mast (no band or lodes)
• 1 x Axis PTZ Camera with Optics
• 1 x Mounting Frame Kit with 10M Cable
• Interface far 1pcs Axis PTZ Camera
US 4G Router for Verizon
BOX652SET enclosure and radiation shield
• Enclosure mounting frame for 80 - 600mm pole mast (no band or lodes)
• Mains power with US socket
26Ah backup battery
Page 13 of 14
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VAISALA
Vaisala, Inc.
194 South Taylor Ave, Louisville CO 80027
Telephone: 1-303-499-1701; Fax: 303.499--1787
Agreement Number
To. filled in by Contract Administrator
Exhibit C
Equipment Site Locations
Site Location
CR44&CR49
CR21&CR126
CR74&CR51
CR60.5&CR47
CR16 & CR 73
CR 390 & CR 105
CR 50 & CR 59
CR 136 & CR 390
CR54&CR17
CR49&CR32
CR 22 & CR 41
Lat/Long
2
3
4
6
7
9
10
11
Page 14 of 14
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Contract Form
Entity Information
Entity Name*
VAISALA INC
Contract Name*
VAISALA 2025 RENEWAL AGREEMENT
Contract Status
CTB REVIEW
Entity ID*
@00041515
Contract ID
8919
Contract Lead *
CKIMMI
Q New Entity?
Parent Contract ID
3228
Requires Board Approval
YES
Contract Lead Email Department Project #
CKimmi@weld.gov
Contract Description *
AGREEMENT RENEWAL WITH VAISALA, INC. TO PROVIDE 11 ROADSIDE WEATHER STATIONS, MAINTENANCE ON
THE STATIONS, AND DATA SERVICES. AGREEMENT IS FOR 1 YEAR WITH 4 ADDITIONAL 1 -YEAR RENEWALS.
Contract Description 2
Contract Type*
AGREEMENT
Amount*
$129,108.00
Renewable*
YES
Automatic Renewal
YES
Grant
NO
IGA
NO
Department
PUBLIC WORKS
Department Email
CM-
PublicWorks@weld.gov
Department Head Email
CM-PublicWorks-
DeptHead@weld.gov
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM-
COUNTYATTORNEY@WEL
D.GOV
If this is a renewal enter previous Contract ID
If this is part of a MSA enter MSA Contract ID
Requested BOCC Agenda Due Date
Date* 12/12/2024
12/16/2024
Will a work session with BOCC be required?*
HAD
Does Contract require Purchasing Dept. to be
included?
NO
Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts
are not in OnBase
Contract Dates
Effective Date
Termination Notice Period
Contact Information
Contact Info
Review Date*
12/03/2024
Renewal Date*
12/31/2025
Committed Delivery Date Expiration Date
Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2
Purchasing
Purchasing Approver Purchasing Approved Date
Approval Process
Department Head
.CURTIS HALL
DH Approved Date
12/12/2024
Final Approval
BOCC Approved
BOCC Signed Date
BOCC Agenda Date
12/18/2024
Finance Approver
CHERYL PATTELLI
Legal Counsel
BYRON HOWELL
Finance Approved Date Legal Counsel Approved Date
12/12/2024 12/12/2024
Tyler Ref #
AG 121824
Originator
CKMMI
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