R08-005
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RESOLUTION NO. R08- 005"
A RESOLUTION OF THE CITY COMMISSION OF
BOYNTON BEACH, FLORIDA, APPROVING THE SITE
USE AGREEMENT BETWEEN THE CITY OF
BOYNTON BEACH AND WEATHERFLOW, INC., FOR
THE INSTALLATION OF A WEATHER STATION AT
BOAT CLUB PARK; AUTHORIZING THE CITY
MANAGER AND CITY CLERK TO EXECUTE SAID
AGREEMENT; AND PROVIDING AN EFFECTIVE
DATE.
WHEREAS, WeatherFlow installs and maintains real time meteorological data
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gathering towers along the east coast of the United States; and
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WHEREAS, WeatherFlow proposes to install a tower at Boat Club Park and provide
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interest, health, safety and welfare of the citizens and residents of Boynton Beach to enter into
information to the City of Boynton beach at no cost to the City which will be very valuable in
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the event of a hurricane; and
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WHEREAS, the City Commission of the City of Boynton Beach deems it in the best
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the Site Use Agreement with WeatherFlow, Inc.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
Section 1.
Each Whereas clause set forth above IS true and correct and
27 incorporated herein by this reference.
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Section 2.
The City Commission of the City of Boynton Beach, Florida hereby
29 approves and authorizes the City Manager and City Clerk to execute the Site Use Agreement
30 between the City of Boynton Beach and WeatherFlow, Inc., for the installation of a weather
S:ICAIRESO\AgreementsIWeatherFlow Site Use Agmt.doc
II
station at Boat Club Park, a copy of said Agreement is attached hereto as Exhibit "A".
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Section 3.
That this Resolution shall become effective immediately upon passage.
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PASSED AND ADOPTED this ~ day of January, 2008.
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S:ICAIRESO\AgreementsIWeatherFlow Site Use Agmt.doc
CITY OF BOYNTON BEACH, FLORIDA
~*
i ayor. J e Taylor
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~
Com' . n
a~~~L6
Commissioner - Woodrow ~
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Commissioner - Marlene Ross
RoB-OOS-
WecifherFlow
SITE USE AGREEMENT
This Site Use Agreement (the "Agreement") is entered into as of December 4, 2007 by
and between the City of Boynton Beach ("Host") and WeatherFlow, Inc., a California based
corporation ("WeatherFlow").
WHEREAS, WeatherFlow desires to install a weather station consisting of mounting
hardware, instruments, electronics package, and solar panel ( the "Weather Station" as further
described in Exhibit B) on a concrete pole (the "Pole" as shown in Exhibit C) on property owned
by Host (the "The Property" as described in Exhibit A).
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereby agree as follows:
I.GRANT OF LICENSE TO INSTALL WEATHER STATION
Subject to the requirements, terms, and conditions of this Agreement, WeatherFlow officers,
agents, employees, and subcontractors (collectively, the Installers) are hereby granted a
license to access The Property at such times as they deem appropriate in order to furnish and
install, maintain, test, repair, replace and do work necessary for the complete installation and
maintenance of the Weather Station on The Property. Installers shall be given access to The
Property for as such times as they deem appropriate with 24 hours notice to Host.
2.TERM
The term of this Agreement shall commence as of the date set forth above and shall continue
for a period of 4 years, to be automatically renewed for an additional 4 years, unless
terminated by Host or WeatherFlow. Either party may, in its discretion, terminate this
Agreement on the fourth anniversary of effective the day of this agreement by giving the
other party written notice of such termination at least thirty (30) days prior to the day of
execution for that year
3.ACCESS CONSIDERATION: DATA ACCESS
WeatherFlow hereby agrees to provide Host with access to WeatherFlow data and the ability
to publish WeatherFlow data on Host's website using existing WeatherFlow tools for such
publication. Host acknowledges and agrees that data provided by WeatherFlow to Host
pursuant to this Agreement shall remain the sole and exclusive property of WeatherFlow and
may not be republished or redistributed by Host in any other way without the prior written
consent of WeatherFlow. Under no circumstances may the WeatherFlow data be used or
disclosed, either directly, indirectly, for the purpose of settling capital markets transactions
including parametric insurance. The restriction on the republication or redistribution of
WeatherFlow data shall not apply in cases of emergency (as determined by Host in its
reasonable discretion), in which case Host may republish or redistribute WeatherFlow data, in
raw form or otherwise, to others as it deems reasonably appropriate under the circumstances.
WeatherFlow, Inc. 108 Whispering Pines, Suite 245, Scotts Valley, CA 95066
ph 831.438.9740 fx 831.438.3561 www.WeatherFlow.com
12978662
WeafherFlow
In all cases of such republication or redistribution of WeatherFlow data, Host will promptly
notify WeatherFlow of the circumstances of such republication or redistribution.
4.INSURANCE
WeatherFlow shall keep in force at its own expense, for the duration of this Agreement,
insurance coverage not less than:
A.Workers Compensation and Employers Liability: $500,000 each accident
B.Commercial General Liability, including coverage for premises and operations:
General Aggregate
Each Occurrence Limit
Personal Injury
$5,000,000
$2,000,000
$2,000,000
C.Professional Liability (Errors & Omissions): $2,000,000
WeatherFlow shall provide Host with certificates of insurance showing the type, amount,
class of operations covered, effective dates and date of expiration of all such insurance
policies as soon as practicable after execution of this Agreement.
5.1NDEMNIFICA TION
WeatherFlow shall pay and be exclusively responsible for any and all obligations for labor
and materials for which it has contracted, for its rental of any appliance or equipment, and for
any expense it has incurred in connection with the performance of its obligations under this
Agreement. WeatherFlow agrees to use and occupy the Property at its own risk, and Host
shall bear no responsibility for any loss or damage to fixtures or other personal property of
WeatherFlow, except for such loss or damage as is caused by Host's negligence, willful act or
other misconduct.
WeatherFlow shall indemnity Host from any liability for injury, loss, accident, or actual
damage to any person or property, and from any claims, actions, proceedings and expenses
and costs in connection therewith (including, without limitation reasonable counsel fees,
court costs and any costs of expense of litigation) (i) arising from (a) the omission, fault,
willful act, negligence or other misconduct of WeatherFlow, (b) any use made by
WeatherFlow or thing done by WeatherFlow at the Property not due to the omission, fault,
willful act, negligence or other misconduct of Host, or (ii) resulting from the failure of
WeatherFlow to perform and discharge its covenants and obligations under this Agreement.
6.POLE INST ALLA nON
WeatherFlow agrees to install the Pole on Host property at no cost to Host. Once installed
the Pole will be owned by Host and therefore for the purposes of the Agreement will be
considered part of the Property. Host agrees not to alter Pole, or in any way disrupt its use as
the mount for the Weather Station.
WeatherFlow, Inc. 108 Whispering Pines, Suite 245, Scotts Valley, CA 95066
ph 831-438-9740 fx 831-438-3561 www.WeatherFlow.com
1297866.2
WeafherFlow
7.MODlFICA nON. ASSIGNMENT
Except as otherwise provided herein, this Agreement may be amended or modified only by
writing signed by both parties. Except as otherwise expressly provided herein, the provisions
of this Agreement hereof shall inure to the benefit of, and be binding upon, the parties hereto
and their respective successors and assigns. WeatherFlow shall not assign this Agreement
without the written consent of the Host.
8.ENnRE AGREEMENT
This Agreement constitutes the full and entire understanding and agreement between the
parties with regard to the subject matter hereof and no party shall be liable or bound to the
other party in any manner by any oral or written representations, warranties, covenants and
agreements except as specifically set forth herein. Each party expressly represents and
warrants that it is not relying on any oral or written representations, warranties, covenants or
agreements outside of this Agreement.
9. SEVERABILITY
In the event one or more of the provisions of this Agreement should, for any reason, be held
to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or
unenforceabi(ity shall not affect any other provisions of this Agreement, and this Agreement
shall be construed as if such invalid, illegal or unenforceable provision had never been
contained herein.
10.LEGAL EFFECT
The rights granted to WeatherFlow under this Agreement shall not constitute an easement,
lease, tenancy at will, or other property right, but shall constitute a license to enter the
Property and install and maintain the Weather Station.
I] .NOTICES
Any and all notices required or permitted to be given either party hereto shall be sufficient if
sent by registered or certified mail, return receipt request to:
In the case of Host:
City of Boynton Beach
Attn: Kurt Bressner- city Manager
100 East Boynton Beach Blvd
Boynton Beach,FL 33436
(561)742-6010
(561 )742-6090
WeatherFlow, Inc. 108 Whispering Pines, Suite 245, Scotts Valley, CA 95066
ph 831.438-9740 fx 831-438-3561 www.WeatherFlow.com
12978662
Wes'fherFlow
In the case of WeatherFlow:
WeatherFlow, Inc.
Attn: Lori Blomquist
108 Whispering Pines, Suite 245
Scotts Valley, CA 95066
(831) 438-9742
or to such other address as either party may specify to the other by notice as provided
herein. Notices as provided for herein shall be complete upon receipt.
12. DISPUTES
Any disputes that arise between the parties with respect to the performance of this contract,
which cannot be resolved through reasonable negotiation, shall be submitted to a court of
competent jurisdiction in Palm Beach County, Florida. Further, this agreement shall be
construed under Florida Law.
13. COUNTERPARTS
This Agreement may be executed in any number of counterparts, and delivered by electronic
or facsimile transmission, each of which shall be an original or shall be deemed an original,
but all of which together shall constitute one instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth in
the first paragraph hereof.
WEA THERFLOW INC.
By:
Jrwry
Name: Matt Corey
Title: Chief Operational Meteorologist
CITY OF BOYNTON BEACH
By:
Name:
Title:
WeatherFlow, Inc. 108 Whispering Pines, Suite 245, Scotts Valley, CA 95066
ph 831.438-9740 fx 831-438-3561 www.WeatherFlow.com
12978662
IN WITNESS OF THE FOREGOING, the parties have set their hands and seals the
day and year first written above.
WITNESSES:
CITY OF BOYNTON BEACH
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By
ATTEST:
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WITNESSES:
WEA THERFLOW, INC.
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STATE OF FLORIDA
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Page 1 of2
State of California
County of Santa Cruz
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On February 12, 2008, before me, Joy E. Cornell a Notary Public, personally appeared Daniel Lyons,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is are
subscribed to the within instrument and acknowledged to me that he she they executed the same in his
her their authorized capacity(ies) , and that by his her their signature(s) on the instrument the person(s),
or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
(seal)
JOY E. CORNEll "J'
COMM. #1744296 ~
NOTARY PUBliC - CAlIFORNiA G)
SANTA CRUZ COUNTY 0
COMM. EXPIRES JUNE 6, 2011 ..
ell
Name (Typed or Printed)
Notary Public in and for said County and State
Wes'fherFlow
Exhibit "A"
City of Boynton Beach
100 East Boynton Beach Blvd
Boynton Beach,FL 33436
Location: 26.546533 -80.053441
WeatherFlow, Inc. 108 Whispering Pines, Suite 245, Scotts Valley, CA 95066
ph 831-438-9740 fx 831-438-3561 www.WeatherFlow.com
12978662
Wea'fherFlow
Exhibit "B"
Weather Station is expressly designed to withstand hurricane force winds. It is small and
completely self-contained utilizing anemometer rated for 224mph winds and low profile
hardened case for data logger and communications device. There are no cables from the
station to ground, and therefore no grounding issues: power is supplied by a small solar
panel (16.5" x 11", weight I.8Ibs). Communication from the site to a central repository is
accomplished through cell transmission.
The station measures wind speed, wind direction, air temperature and barometric
pressure. The instruments include an R.M. Young anemometer-vane (pictured below),
mounted on a stainless steel boom installed on a short mast affixed to Pole. The
anemometer weighs 21bs, and connects to the data logger along with an air temperature
sensor and solar panel. The data logger is I1"x I2"x8" and weighs about 25 1bs.
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WeatherFlow, Inc. 108 Whispering Pines, Suite 245, Scotts Valley, CA 95066
ph 831-438-9740 fx 831-438-3561 www.WeatherFlow.com
1297866 2
Wea'fherFlow
Exhibit "e"
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ph 831-438-9740 fx 831-438-3561 www.WeatherFlow.com
12978662