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Home My WebLink About20194758.tiffRESOLUTION RE: APPROVE SOLE SOURCE LEASE DATA SERVICES AGREEMENT FOR 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 Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with a Sole Source Lease Data Services Agreement for 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 Sole Source Lease Data Services Agreement for 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. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 13th day of November, A.D., 2019. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: ddramj aet Weld County Clerk to the Board Deputy Clerk to the Boar y A torney Date of signature: I I /29 /)q EXCUSED Barbara Kirkmeyer, Chair Steve Moreno c2C : )(c s ! €.,R ( C 1a/2a/19 2019-4758 EG0076 Ojan-t-rac+ =o 4#3D'' MEMORANDUM TO: Esther Gesick, CTB DATE: November 1, 2019 FROM: Clay Kimmi, P.E., Public Works SUBJECT: Lease for Vaisala RWIS (Roadside Weather Information System) Please place the attached lease agreement on the BOCC agenda for an upcoming 9 am hearing. The agreement is for Vaisala, Inc. to install and maintain weather station sensors for up to 11 RWIS sites. The lease is only for the weather and roadway sensors. The lease is for one year and is renewable up to 4 additional times. On September 23, 2019, the BOCC approved the recommendation to lease the RWIS equipment from Vaisala via a pass around. See attached pass around review packet. The data from the RWIS sites will be used by Public Works to determine the roadway conditions at known problem areas throughout the County. The data will also be available to Emergency Management personnel and to CDOT. The annual rental cost for a single site is $1,000 per month. 11 sites would cost $132,000.00 per year. Public Works has budgeted for the lease in the 2019 and 2020 budgets. Page 1 of 1 M:\Clay\Weather Stations\Lease Agreement\RWIS Lease Memo to BOCC.docx cc. Pw 0 n r6asc tt/tM! l'1 2019-4758 E,C9aO I CO BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Sole Source Lease for Roadside Weather Stations DEPARTMENT: Public Works DATE: 09/23/19 PERSON REQUESTING: Clay Kimmi and Curtis Hall Brief description of the problem/Issue: Public Works has money budgeted for the installation of roadside weather information stations (RWIS) to be located at strategic locations throughout Weld County. The RWIS sites provide real time weather and roadway information that can be used by OEM and the Snowdesk. These sites would look similar to CDOT's weather stations located along 1-25, 1-76, and Hwy 14. The 10 Weld County sites would help fill in the blank spots that are not covered by one of CDOT's RWIS sites. The RWIS sites will be used to forecast future roadway conditions during rain, snow, and ice storm events. Money was budgeted for 2019 ($110,000) and is budgeted for 2020 ($110,000). A cost analysis shows that over a 5 -year period, the cost to lease the RWIS equipment for 10 sites would be approximately $615,000. The cost to own the equipment for 10 sites over the same 5 -year period would be approximately $890,000. Leasing the RWIS equipment places the maintenance responsibilities on the company with the lease. The company would also host and serve the data collected through a cloud - based weather application and webpage. If the County owns the equipment, the maintenance responsibility would be ours. The County would have to budget money to purchase licenses for a phone and webpage software package. After the cost analysis showed the option of leasing the RWIS equipment is more cost effective than owning the equipment, Public Works researched RWIS equipment suppliers. There are four main suppliers for the RWIS equipment, only one company leases the equipment. The company is Vaisala and they are located in Lafayette, CO. The cities of Fort Collins and Loveland both lease equipment from Vaisala. CDOT RWIS sites are equipped with only Vaisala equipment. CDOT operates a statewide system and therefore owns all of their RWIS equipment and sites. In order to implement a lease with Vaisala, the County would have to purchase and install a 30 ft fold -over radio tower and power at each location (The cost of each fold -over tower is included in the pricing outlined above.) Vaisala would then install weather sensors, roadway sensors, radio telemetry, and cameras at each location. They would be responsible for any damage that happens to the equipment, any maintenance that needs to be done, and supplying the data to the County through a secure Cloud -based webpage and application. Rob Turf has reviewed the sole source request. Bob Choate has reviewed the Vaisala lease agreement and has worked with their attorney to ensure the agreement does not violate any County rules. What options exist for the Board? (include consequences, impacts, costs, etc. of options): 1. Direct Public Works to pursue a lease agreement with Vaisala for 10 RWIS sites. 2. Direct Public Works to pursue a contract to purchase and install RWIS equipment that would be owned by the County. If the County opts to own the RWIS equipment, the budgeted amount would only allow 2-3 RWIS stations to be purchased and installed. Full buildout of the system to 10 sites would have to occur in future years. 3. Do not direct Public Works pursue anything. Recommendation: Direct Public Works to pursue a lease agreement with Vaisala for 10 RWIS sites. This option allows Public Works to have a system with 10 RWIS sites in the least amount of time. Approve Recommendation Sean P. Conway Mike Freeman, Pro -Tern Scott K. James Barbara Kirkmeyer, Chair Steve Moreno Schedule Work Session Other/Comments: Systems (RWIS) MEMORANDUM TO: Rob Turf, Purchasing DATE: August 20, 2019 FROM: Curtis Hall, Deputy Director, Public Works Clay Kimmi, Senior Engineer, Public Works SUBJECT: Sole Source Lease for Roadside Weather Information Public Works would like to get Purchasing approval to proceed with a sole source lease for 10 RWIS locations in accordance with Section 5-4-90 of the Weld County Code. Public Works has budgeted funds for implementing RWIS sites which will provide weather information to the Operations Division and the Office of Emergency Management. The weather information will be used by the Snow Desk in the winter to provide real time road conditions at strategic locations around Weld County. There are several vendors that provide RWIS equipment including Vaisala, Boschung, High Sierra Electronics, and Campbell Scientific. CDOT, the City of Fort Collins, and the City of Loveland have existing RWIS networks. CDOT has purchased RWIS equipment from all of the vendors and has settled on using Vaisala as their main equipment provider. The cities of Fort Collins and Loveland have settled on Vaisala as their main equipment provider as well. CDOT is a large enough organization that they own all of the RWIS sites throughout the State of Colorado. Fort Collins has a mix of owned and leased RWIS equipment. Loveland only has leased RWIS equipment. It should be noted that Vaisala is located in Louisville, CO, Boschung is located in New Castle PA, High Sierra Electronics is located in Grass Valley, CA, and Campbell Scientific is located in Logan, UT. Weld County currently has one RWIS location which is equipped with Boschung equipment. The Boschung equipment has proven to be unreliable and difficult to use since the equipment was deployed. Public Works is currently working with CDOT to find a solution to the issues with the Boschung equipment. After performing research and talks with RWIS equipment providers and RWIS users in Northern Colorado, it has become apparent that it is cheaper to lease the equipment from a vendor than it is for Weld County to own the equipment. Ownership of the equipment means that Weld County is responsible for performing routine equipment maintenance, maintaining software, and keeping spare equipment on hand. Leasing allows Public Works to transfer those responsibilities to a third -party contractor. Currently, Vaisala is the only RWIS equipment supplier that has a leasing program. Their leasing program costs approximately $1,000 per site per month and includes all of the weather instruments, communications equipment, the routine maintenance, replacement of failed sensors, and a web -based software package. Their leasing program is based on a 1 -year term that can be extended annually. Bob Choate has reviewed the contract for the lease and has determined that it is acceptable to sign. The County would be responsible for providing a tower to mount the weather instruments to and providing power to the site. The cost to install the tower is approximately $10,000 per site with monthly utility bills of approximately $25 per month per site. Leasing the equipment and providing the tower for 10 sites would cost approximately $203,000 the first year then approximately $103,000 for years 2 through 5 for a total 5 -year cost of approximately $615,000. By contrast, if Weld County were to own the weather instruments and the tower, 10 sites would cost approximately $800,000 to install. The ongoing maintenance and utility costs (not including software) for all 10 sites would be approximately $18,000 per year. A 5 -year cost for the owned weather stations would be approximately $890,000. Page 1 of 2 All of the above -mentioned vendors have web -based software platforms that can distribute the RWIS information to end users via a subscription service. Weld County has a software subscription with Boschung that extends through November 2019. Vaisala's web -based software platform has been demonstrated to Public Works. The Vaisala software appears to be user friendly and is easily configurable to fit Public Works' needs. The Vaisala software has an easy to use forecasting tool that is included with their software package. Boschung's software does not perform any forecasting. CDOT, Fort Collins, and Loveland use Vaisala equipment. Our RWIS data would be shared with CDOT under the Memorandum of Understanding that was recently signed by the BOCC. Having Vaisala equipment would make the data sharing process much easier since the communications protocols with the equipment would be the same. Vaisala is located in Louisville, Colorado. They have maintenance personnel who could respond to problems timely and with minimal travel time. As a result of Public Works' research and discussions with other RWIS users in Northern Colorado, Public Works would like to do a sole source contract with Vaisala to lease 10 RWIS sites. Page 2 of 2 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 Data Services Agreement Summary Vaisala Customer End User Weld County Public Works 1111 H Street PO Box 758 Greeley, CO 80632-0758 System Site Location Per Quote Number: N/A Contract Period: Years) Year 1 Year 2 Year 3 Year 4 Year 5 Fee (USD) See Exhibit A See Exhibit A See Exhibit A See Exhibit A See Exhibit A Weld County Public Works 1111 H Street PO Box 758 Greeley, CO 80632-0758 Vaisala Systems Covered Services Provided Vaisala RoadDSS data service, including: - - Vaisala RoadDSS Data - - Cellular Service --Sensor Monitoring --One (1) RWS200 Weather Station installation Evergreen terms (if applicable) n/a Page 1 of 14 Restricted 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 Data Services Agreement This Data Services Agreement (the "Agreement") is entered into and shall be effective October 16, 2019 (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. Vaisala RoadDSS is a web -hosted, all-inclusive data service system ("System") in which Vaisala hosts the software display for one or more RWS200 Road Weather Information Services (RWIS) remote processing unit (RPU) stations. Vaisala will poll the RPU data at a minimum every 10 minutes and display the information graphically on the specific site. The site will be available to Customer users through any web browser. Data will be archived by Vaisala. 1.1.2 The Vaisala RoadDSS data ("Data") shall be accessible through Vaisala RoadDSS software provided to Customer, and shall be available to up to ten (10) individuals designated by Customer. The Vaisala RoadDSS software suite (the "Software") is web - based software which allows the user to view observational data, archive data, maps and camera images through the same web interface. 1.1.3 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 will provide the Services described herein per the installation, commissioning and maintenance by Vaisala of the equipment listed in Exhibit B (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 Conditions of Information Service, attached hereto under Exhibit C. 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 Restricted 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 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 Restricted 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 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) - (# 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 %2 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 Restricted 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 Page 5 of 14 Restricted 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 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 resources 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 notice as soon 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 either 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 either 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. Page 6 of 14 Restricted 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 7.3 Force Majeure. 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 Agreement 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. 8.4 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 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 Page 7 of 14 Restricted VAISALA Agreement Number Vaisala, Inc. To be filled in by Contract Administrator 194 South Taylor Ave, Louisville CO 80027 Telephone: 1-303-499-1701; Fax: 303-499-1767 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 Restricted 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 follow.] Page 9 of 14 Restricted 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 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. Signature 5'C `L Z7G.rtirs- Si Print Sarah Davis Date 16 October 2019 WELD COUNTY nature Mike Freeman Print Chair Pro—TPm, County Commissioners Date NOV 131019 Restricted Page 10 of 14 o�©/9 7 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 Contact Phone Number Email Address [To be added by Customer, subject to Vaisala approval] Page 11 of 14 Restricted 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 Exhibit A Pricing Schedule This is a firm fixed priced Agreement with a fixed price per month for the Services of $1,000 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 $1,000 1 0% $1,000.00 $1,000 2 2% $1,960.00 $1,000 3 3% $2,910.00 $1,000 4 4% $3,840.00 $1,000 5 5% $4,750.00 $1,000 6 6% $5,640.00 $1,000 7 7% $6,510.00 $1,000 8 8% $7,360.00 $1,000 9 9% $8,190.00 $1,000 10 10% $9,000.00 $1,000 11 11% $9,790.00 $1,000 12 12% $10,560.00 $1,000 13 13% $11,310.00 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 Restricted 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 Exhibit B Equipment • Data Collection and Processing System RWS200 Base Structure • DSC211 Remote Road Sensor • DST111 Remote Road Temperature Sensor • 10m Cable for DSC111/DSC211 or DST111 (2 EA) • Interface for 1 x DSC211 RWS and 1 x DST111 RWS • DTS12G Subsurface temperature sensor, 30m cable • Interface for single DTS12G sensor without DRS -interface • HMP155E Air T and RH sensor • DTR503A Radiation 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 Arm Fixing • Interface for WMT700 sensor • Sensor arm and mounting frame for 80-600mm pole mast (no band or locks) • 1 x Axis PTZ Camera with Optics • 1 x Mounting Frame Kit with 10M Cable • Interface for 1 pcs Axis PTZ Camera US 4G Router for Verizon BOX652SET enclosure and radiation shield Enclosure mounting frame for 80 - 600mm pole mast (no band or locks) Mains power with US socket • 26Ah backup battery Page 13 of 14 Restricted 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 Exhibit C Equipment Site Locations Site Location Lat/Long 1 CR 44 & CR 49 2 CR 21 & CR 126 3 CR74&CR51 4 CR 60.5 & CR 47 5 CR16 & CR 73 6 CR 390 & CR 105 7 CR50&CR59 8 CR 136 & CR 390 9 CR54&CR17 10 CR 49 & CR 32 11 CR22&CR41 Page 14 of 14 Restricted • 40,000 0 40,000 Feet Legend - - - Gravel Road Paved Road RWIS Locations • New RWIS Site ■ Existing RWIS Site Functional Classifications -- Arterial Collector DISCAIMER The GIS database and data in the product is subject to constant change and the accuracy and completeness cannot be and is not guaranteed. The designation of lots or parcels or land uses in the database does not imply that the lots or parcels ware created or that the land uses comply with applicable State or Local Law. WELD COUNTY MAKES NO WARRANTIES OR GUARANTEES. EITHER EXPRESSED OR IMPLIED AS TO THE COMPLETENESS. ACCURACY, OR CORRECTNESS OF SUCH PRODUCT. NOR ACCEPTS ANY LIABILITY ARISING FROM ANY INCORRECT, INCOMPLETE OR MISLEADING INFORMATION CONTAINED THEREIN. • 1 L- • i _ • - r I I r - - -7"" ""' -- I r --I r• I I -- - I -4-• -I I T_ el..L 1 I I I I -- — - I- �--- I -r I I I • I I I L L I } _a 79% .1.- -I I I' I I I I • I-- - - -I-L -• , -r J -J I- I L _. t k—J_1_r -r- --i - i I'-- I , - - I ._�-- -' I �1J ( i I J 1 IL \\. Lt I � L - J l• I I -- ,-�--art I I I I I r• r 1 I L I � I •• r -• - - l' r `1 1 L- rJ- -/ -T 1- I` r` t ‘ 1 I t 1 • I- f 4- 4- 1-4 I----L----r4 I I- I -1- —I I I- , I, 1 I I I-4 I-, 1 , I------4-tT 4 i I I i I I II r - 4--4-"r �4-I-1-4 LJ_-I- - -I Location 16 CR44&CR49 17 CR21&CR126 18 CR74&CR51 19 CR60.5&CR47 20CR16&CR73 21 CR390&CR105 22 CR50&CR59 23 CR 136 & CR 390 24 CR54&CR17 25 CR 49 & CR 32 26 CR22&CR41 _ ssmsaliVIAINS Existing and Proposed Weld County RWIS Vicinity Map New Contract Request VAISALA INC Entity ID* 0041515 Contract Name* LEASE AGREEMENT FOR RWIS (ROADSIDE WEATHER INFORMATION SYSTEM) SITES Contract Status CTB REVIEW Contract ID 3228 Contract CKIMMI Contract L Email CKirnrni@co weld.co.us New Entity? Parent Contract ID Requires Board YES Department Project # Contract Description* LEASE AGREEMENT FOR UP TO 11 RWIS SITES TO BE DEPLOYED THROUGHOUT THE COUNTY Contract Description 2 Contract Type* LEASE Amount* $132 000.00 YES Automatic Re Grant t.. r ent PUBLIC WORKS nt Email PublicWorks@weldgov corn Department H Email CM-PublicWorks- DeptHead@weldgov.com County Attorney BOB CHOATE County Attorney Email BCHOATE@CO.WELD CO US If this is a renewal enter previous Contract ID a enter MSA Contract ID Requested BOCC Agenda Date* 11/06/2019 Due Date /02/2019 1 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 Review Date* 10/01/2020 Termination Notice Period Cornrnitted Delivery Date Renewal Date* 11/01/2020 Expiration Date Contact Info Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2 Purchasing Purchasing Approver Approval Process Department Head JAY MCDONALD DH Approved Date 11,`01?2019 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 11/13/2019 Originator CKIMMI Finance Approver CHRIS D'OVIDIU Purchasing Approved Date Finance Approved Date 111042019 Tyler Ref It AG 111319 Legal Counsel BOB CHOATE Legal Counsel Approved Date 11105,2019 Submit Hello