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HomeMy WebLinkAboutResolution No. 04-62 CITY OF THE COLONY, TEXAS RESOLUTION NO. 04- (tg~~' A RESOLUTION OF THE CITY OF THE COLONY, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT FOR FREE INTERNET ACCESS TO UTILITY INFORMATION AND SERVICES BETWEEN THE CITY OF THE COLONY AND 2TURNITON; PROVIDING AN EFFECTIVE DATE. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS: Section 1. That the City Manager of the City of The Colony, Texas, is hereby authorized and empowered to execute an agreement for free Internet access to utility information and services between the City o£The Colony and 2Tumiton. Section 2. That a true and correct copy of the Agreement is attached hereto and incorporated herein. Section 3. That this resolution shall take effect immediately from and a~er its passage. PASSED AND APPROVED by the City Council of the City of The Colony, Texas, this 16th day of August, 2004. JoE Dillard, Mayor Ci~ of The Colony, Texas ATTEST: ~is~ie Wilson, TRMC, City Secret~r~ 2 Turn It Your Utility Connection Service 1845 Summit, Suite 407 Piano, Texas 75074 1-866-2TURNITON July 6, 2004 City of The Colony 6800 Main Street The Colony, Texas 75056 Attention: Dale Cheatham Dear Mr. Cheatham: This letter sets forth the principal terms of the agreement between 2TURNITON, Inc. (the "Company") and City of The Colony, Texas (the "City") relating to the City's agreement to connect the City's web site to the Company's site (the "Site"). The Company provides a flee service to new and existing residents of City of The Colony. The service includes access through the Site to a directory of utility service providers in City of The Colony and a description of their service offerings. By using the free Site, consumers can compare the service offerings and rates of utility providers side by side and choose the ones that best suit their needs. The Company does not sell or resell utility services. The Site also provides a mechanism for new residents of City of The Colony to sign up for water utility services fi.om the City over the Interact. Without expensive sottware upgrades or development, the City has a way to obtain information on new water utility customers and accept applications from new customers fi.om the City's web site. Again, this service is free to the new water utility customer. Linking The City will establish and maintain at least one link, which will permit a user to go from the City's web site to the Site by clicking on the link (collectively, a "Link"). 2TURNITON will provide to the City at no cost, an opportunity to provide content and information regarding the water utility services provided by the City. In addition, for the Term of this Agreement and at no cost to the City, 2TURNITON will provide a means by which new consumers of water utility services can sign up for such services with the City through the Site. Subject to the terms of this Agreement, the Company grants the City a non-exclusive, limited, revocable and royalty free license to provide the Link to the initial, top level display of Page 2 City of The Colony July 6, 2O04 the Site, as identified by the following uniform resource locator ("URL"): www.2tumiton.com solely for the purpose of linking the City's website to the Site. The City agrees that the Site, including, without limitation, all content, text, images, software, media and other materials therein, is proprietary to or licensed by the Company, protected under copyright and other Intellectual Property laws, and may not be reproduced, transmitted, displayed, published or distributed without the express prior written consent of the Company. Trademarks and Other Proprietary Matters The Company grants the City a nonexclusive, nontransferable, nonassignabte license to use the Company's name, logos and related trademark images ("Marks") solely for the limited purposes set forth herein. The Company will retain exclusive ownership of all of its intellectual property and the foregoing grant of a limited license will not be deemed to convey to the City any right, title or interest therein other than the limited rights set forth specifically in this paragraph. Limitation of Liability BOTH PARTIES HERETO SPECIFICALLY DISCLAIM ALL WARRANTIES WITH REGARD TO THEIR RESPECTIVE WEB SITES, INFORMATION AND SERVICES PROVIDED THEREUNDER, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. IN PARTICULAR, AND NOT BY WAY OF LIMITATION, THE PARTIES DO NOT WARRANT THAT THEIR RESPECTIVE WEB SITES WILL OPERATE ERROR-FREE OR WITHOUT INTERRUPTION. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OR OTHER LOSS ARISING OUT OR RESULTING FROM THIS AGREEMENT EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING WILL APPLY REGARDLESS OF THE NEGLIGENCE OR OTHER FAULT OF EITHER PARTY AND REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT OR ANY OTHER THEORY OF LIABILITY. Page 3 City of The Colony July 6, 2004 Confidentiality Either party (for this purpose, the "Disclosing Party") may fi.om time to time disclose Confidential Information to the other party (the "Recipient"). "Confidential Information" is all nonpublic information concerning the business, technology, internal structure and strategies of the Disclosing Party which is conveyed to the Recipient orally or in tangible form and is either marked as "confidential" or which is identified as "confidential" upon disclosure or within fifteen days thereafter. During the Term of this Agreement and for a period of two years thereafter, Recipient will keep in confidence and trust and will not disclose or disseminate, or permit any employee, agent or other person working under Recipiant's direction to disclose or disseminate, the existence, source, content or substance of any Confidential Information to any other person. "Notwithstanding the foregoing provisions, Company understands and agrees that City is obligated to comply with the provisions of the Texas Public Information Act." The commitments set forth in the preceding paragraph will not impose any obligations on Recipient with respect to any portion of the received information which: (i) Recipient already possesses, as demonstrated by written or other tangible evidence, (ii) has been or is obtained by Recipient from a source independent of Disclosing Party and not under an obligation of nondisclosure/confidentiality, whether directly or indirectly, to Disclosing Party, (iii) is or becomes generally available to the public other than as a result of an unauthorized disclosure by Recipient, its personnel or a third party within Recipient's control, or (iv) is independently developed by Recipient without reliance in any way on any portion of the Confidential Information or any materials (e.g., memoranda, notes, records, drawings, manuals, disks, or other documents and media, including all copies, extracts, and summaries thereof) provided to Recipient by Disclosing Party. Term The term of this agreement will commence on August 6, 2003 (the "Effective Date") and shall continue for one year thereafter (the "Term"). Thereafter, this agreement may be renewed for successive terms of one year each by mutual agreement of the parties. Notwithstanding the foregoing, either party will have the right to terminate this agreement, with or without cause, upon thirty days' prior written notice to the other party. The parties hereto may also terminate this agreement by mutual written consent at any time. Upon termination, the City shall immediately: (a) discontinue or disable the Link; (b) remove the Link and the Company's name and logo from the City's website; and (c) destroy any copies of data from the Site in the City's possession, custody or control. The reservation of rights to Marks and the liability limitation and confidentiality rights and obligations hereunder will survive after the expiration or earlier termination of this agreement. Page 4 City of The Colony July 6, 2004 Miscellaneous Neither party may assign any of its rights, interests or obligations under this letter agreement without the prior written consent of the other party. This letter agreement constitutes the entire understanding and agreement between the parties, and supersedes all previous agreements (whether written or oral) concerning the subject matter hereof. This agreement may not be amended or supplemented except by a written document executed by the parties hereto. This agreement will be construed and enforced in accordance with the laws of the State of Texas. If the foregoing correctly sets forth the agreements between us with respect to the matters set forth herein, please sign this letter in the space provided below and return one executed copy to me. Sincerely, 2TURNITON, INC. By: ~~,~~~' ~Fr~dntB' Y°nce / ACCEPTED AND AGREED TO by City of The Colony, Texas as of this .-6~.d~y c,, ~u.~, 2004. By: Title: