Hi Matthew,
Please see the city attorney’s comment in orange below. I do see his point regarding the third party liability insurance. However, he did provide an amount which what we were looking for. You can also see the link I had referenced regarding the tort coverage. I would also like to include a statement that “The City reserves the right to increase the amount or liability insurance within reference to annual adjustments made by the State of Oregon Court’s Table of Liability Limits”. Let me know if this will work?
If you have any further questions, please don’t hesitate to give me a call.
Jarrett – Please let me know when you have some time to come out to our WWTP for a site visit. I will make sure Dan Zinder or myself are available for the tour.
Sincerely,
Jennifer Cline, P.E.
City of Molalla
Public Works Director
O: 503.759.0218
F: 503.829.3676
"From: Chad Jacobs [mailto:Chad@gov-law.com]
Sent: Wednesday, December 10, 2014 4:56 PM
To: 'Jennifer Cline'
Cc: Dan Zinder; Dan Huff
Subject: RE: Trimble VRS Now (RTN) Base Station Hosting Opportunity
Hi Jennifer,
See my responses below (in orange) – let me know if you want to talk about these issues further and/or if there’s anything else I can do to assist.
Best,
Chad
Chad A. Jacobs
Beery Elsner & Hammond, LLP
1750 SW Harbor Way, Suite 380
Portland, OR 97201
t (503) 226 7191 | f (503) 226 2348
Caution! This communication may contain a privileged attorney-client communication or attorney work product. Please do not distribute, forward or retransmit without prior approval. If you have received this e-mail by mistake, please notify me by reply e-mail and delete all copies.
P Please consider the environment before printing this email.
From: Jennifer Cline [mailto:jcline@cityofmolalla.com]
Sent: Monday, December 08, 2014 4:33 PM
To: Chad Jacobs
Cc: Dan Zinder; Dan Huff
Subject: FW: Trimble VRS Now (RTN) Base Station Hosting Opportunity
Hi Chad,
We are working on addressing a few more details before finalizing an agreement with Trimble. Looks like they address most of your concerns with exception to a couple questions below, see my comments in RED and please advise.
The insurance amounts may not be enough to cover all claims under the tort claims act – this should be revisited.
MH: Can you please provide an exact reference and a specified amount, so that we can present this to appropriate authority for adding necessary coverage or additional insured? The draft agreement specifies $1,000,000 for Trimble for public and
Third party liability insurance.
JC: Trimble does not believe the Tort Claim Act would apply to them since they are not a “public body”. If in fact it does apply, what would be the appropriate amount of liability insurance they should carry, $1.4M per the Table of Liability Limits? http://courts.oregon.gov/OJD/docs/courts/circuit/Table_of_Liability_Limits.pdf
If it does not apply, is $1M acceptable?
CJ: The reason we ask for insurance is to make sure that they have the necessary funds available should they be required to indemnify us from a third-party claim under the agreement. In other words, if they have to indemnify us for a $1.2 million dollar judgment, but they only have $1 million in insurance, the City could end up being on the hook for the extra $200K. Thus, even though the tort claims act doesn’t apply to them, it does apply to us, and we want adequate insurance coverage to protect us. I would suggest a policy of $2 million. Under state law, the limits get adjusted every year, and a $2 million policy should cover us for many years to come.
Please include language in the agreement placing a limit on any damages to Trimble due to any failure of their equipment on your premises – i.e., what if a city employee acts negligently and causes a power outage at the facility – the City does not want to be liable to Trimble for any losses due to an interruption in service.
MH: Please provide limits or additional verbiage to add under "Additional Terms".
JC: What should be written to include in the Additional Terms?
CJ: I would propose something along the lines of the following:
LIMITATION ON DAMAGES: Licensor shall have no liability for special, incidental, reliance, indirect, consequential or punitive damages under any theory whatsoever. To the maximum extent permitted by law, Licensor’s aggregate liability to Trimble on any and all claims or causes of action whatsoever by Trimble arising from or related to this Agreement, including, but not limited to, special or general damages, direct damages, lost profits or revenues, loss of computer programs or data, property damage or personal injury or death, attorney fees or any other claims which may arise from of be caused in any part by Licensor’s performance or nonperformance of its undertakings under this Agreement shall be limited to the value of any rent and costs provided to Licensor by Trimble under Paragraph 4 of this Agreement.
Thank you for your advice.
Jennifer Cline, P.E.
City of Molalla
Public Works Director
O: 503.759.0218
F: 503.829.3676
From: Matthew Henigin [mailto:Matthew_Henigin@Trimble.com]
Sent: Friday, November 21, 2014 4:37 PM
To: jcline@cityofmolalla.com; dzinder@cityofmolalla.com
Cc: Jarrett Price; Erik Soderstrom
Subject: RE: Trimble VRS Now (RTN) Base Station Hosting Opportunity
Jennifer and Dan,
Thank you for your interest in working with us. Nice to e-meet you, and I hope I can answer your questions and help us come to a mutually agreeable GNSS reference station license agreement. I have entered comments in green below in response to your requests for modified verbiage in the agreement. I have also attached an updated agreement with several "Additional Terms" added to Schedule 2 (page 7) per your request, as well as an overhead image for the Waste Water Treatment Plant (WTP) location on Schedule 1 (page 6). This has not been reviewed yet by our Legal team, but I wanted to get your comments and address anything additional before presenting this for review.
· The City needs to confirm that our agreement with MCC permits a third party to have access to your internet connection. The current agreement needs to be reviewed, there’s a concern that there were are some limitations in this regard. I will check on this next week.
MH: It looks like per the attached email that MCC is ok with this moving forward, but we just need to coordinate with them on the details of the connection and provide a copy of the final agreement for their review.
· The agreement permits Trimble to “be entitled to install any additional utilities and services required for the Equipment which Trimble considers are required” without requiring any consent from the City – although the risk may be minimal, any utility or service installation should be require adequate notification and acceptance by the City.
MH: I've added this under "Additional Terms".
· The insurance amounts may not be enough to cover all claims under the tort claims act – this should be revisited.
MH: Can you please provide an exact reference and a specified amount, so that we can present this to appropriate authority for adding necessary coverage or additional insured? The draft agreement specifies $1,000,000 for Trimble for public and
Third party liability insurance.
· A limit on the amount of utilities Trimble is entitled to should be included – I understand that it shouldn’t cost that much in electricity, but it is in the City’s best interest to include a reasonable dollar cap.
MH: I've added this under "Additional Terms". Please specify the dollar values that you would want to be written in based upon local costs and considering that utilities costs change over time, and we can change, if you don't agree with those provided. Electricity should be <$100 per year based upon 60 watts and $0.10/KWH. Internet should be ~5GB per month, per the following reference info, although I don't know the costs for internet in your area. I entered $1,500 per year for internet, but usage from the Trimble device should be less. This just allows you to have monetary recourse in the event of a consumption problem.
Electricity (approximate values, which need a buffer added):
60 Watts = 0.06 Kilowatts
0.06 Kilowatts * 24 hours = 1.44 Kilowatt Hours used per day
1.44Kilowatt Hours * $0.10/Kilowatt Hour = $0.144/day =
$0.144/day * 30 days = $4.32/month
$0.144/day * 7 days = $1.008/week; $0.144/day * 365 = $52.56/year
Internet:
The NetR9 receiver, with a -10 degree elevation mask (worst case) outputting RT27 data format at 1Hz will require a bandwidth of roughly 1,732 bytes per second on an outbound internet connection (the test was observing 19 GNSS satellites
in view at the time). That translates to 5.95 Megabytes/hour or ~5GB per month of bandwidth (Ref: http://www.matisse.net/bitcalc/?input_amount=1732&input_units=bytes¬ation=legacy). The antenna itself is receive-only, and
inbound internet traffic would only be if we need to check the I/O configuration of the device for troubleshooting purposes or do a remote reboot in the event of an interruption.
· Please include language in the agreement placing a limit on any damages to Trimble due to any failure of their equipment on your premises – i.e., what if a city employee acts negligently and causes a power outage at the facility – the City does not want to be liable to Trimble for any losses due to an interruption in service.
MH: Please provide limits or additional verbiage to add under "Additional Terms".
· The agreement mentions Trimble’s right to terminate if it doesn’t like where the City has required it to relocate its equipment, but I don’t see where in the lease the City has the right to require the relocation and/or approve initially where the equipment is placed – both would probably be good additions.
MH: We need to agree on antenna placement prior to entering this agreement. We typically put a photo or an aerial (overhead satellite) image from Google Earth or similar into Schedule 1 (page 6) of the agreement with a red circle denoting antenna location. Can you send some photos of potential antenna locations, and we can emplace a red markup for the agreed location?
· Please include a venue requirement that any disputes be litigated in Clackamas County (or in Oregon if in federal court).
MH: I've added this under "Additional Terms".
I would like to speak with you next week to work through any remaining details and to identify a more precise antenna location at the WTP. Thank you!
Best regards,
Matt Henigin
Trimble Navigation | Manager, Network Operations Center
Email: matthew_henigin@trimble.com
Dir: +1 303-635-9008
Cell: +1 720-376-1277
VRS Support: +1 877-552-6996
Trimble Rockies Office
10368 Westmoor Drive
Westmoor Technology Park
Westminster, Colorado 80021-2712
www.trimble.com/positioning-services/
This email may contain confidential information that is intended only for the listed recipient(s) of this email. Any unauthorized review, use, disclosure or distribution is prohibited. If you believe you have received this email in error, please inform me via reply e-mail and then immediately delete this email and any attachments.
From: Jennifer Cline [mailto:jcline@cityofmolalla.com]
Sent: Friday, November 07, 2014 4:36 PM
To: Jarrett Price; Scott Reaves
Cc: Dan Zinder; Dan Huff
Subject: RE: Trimble VRS Now (RTN) Base Station Hosting Opportunity
Hi Jarrett,
Regarding the agreement, here are a few concerns that need to be addressed or clarified:
· The City needs to confirm that our agreement with MCC permits a third party to have access to your internet connection. The current agreement needs to be reviewed, there’s a concern that there were are some limitations in this regard. I will check on this next week.
· The agreement permits Trimble to “be entitled to install any additional utilities and services required for the Equipment which Trimble considers are required” without requiring any consent from the City – although the risk may be minimal, any utility or service installation should be require adequate notification and acceptance by the City.
· The insurance amounts may not be enough to cover all claims under the tort claims act – this should be revisited.
· A limit on the amount of utilities Trimble is entitled to should be included – I understand that it shouldn’t cost that much in electricity, but it is in the City’s best interest to include a reasonable dollar cap.
· Please include language in the agreement placing a limit on any damages to Trimble due to any failure of their equipment on your premises – i.e., what if a city employee acts negligently and causes a power outage at the facility – the City does not want to be liable to Trimble for any losses due to an interruption in service.
· The agreement mentions Trimble’s right to terminate if it doesn’t like where the City has required it to relocate its equipment, but I don’t see where in the lease the City has the right to require the relocation and/or approve initially where the equipment is placed – both would probably be good additions.
· Please include a venue requirement that any disputes be litigated in Clackamas County (or in Oregon if in federal court).
If the agreement has been misinterpreted please provided clarification.
Sincerely,
Jennifer Cline, P.E.
City of Molalla
Public Works Director
O: 503.759.0218
F: 503.829.3676
From: Jarrett Price [mailto:jarrett.price@geoline.com]
Sent: Friday, November 07, 2014 10:46 AM
To: Jennifer Cline
Subject: Re: Trimble VRS Now (RTN) Base Station Hosting Opportunity
Jenn,
Just checking in on any progress on this subject.
As a follow up, the Wastewater Treatment Plant location would work for site host location.
Thanks,
Jarrett Price
Director of Business Development & Key Accounts
GeoLine, Inc.
503.620.5244 / 800.523.6408
503.819.8781 mobile
From: Jennifer Cline [mailto:jcline@cityofmolalla.com]
Sent: Thursday, October 16, 2014 12:29 PM
To: Jarrett Price; Dan Zinder
Cc: Scott Reaves
Subject: RE: Trimble VRS Now (RTN) Base Station Hosting Opportunity
Hi Jarrett,
We were going recommend the WWTP building instead, just because the building at the Shop site will most likely be replaced in the next year or two.
The address for the Wastewater Treatment Plant is 12424 S Toliver Rd. Please take a look at that location to see if it meets your needs.
I will be responding shortly regarding the contract.
Regards,
Jenn
From: Jarrett Price [mailto:jarrett.price@geoline.com]
Sent: Thursday, October 16, 2014 8:56 AM
To: Dan Zinder
Cc: Scott Reaves; Jennifer Cline
Subject: Re: Trimble VRS Now (RTN) Base Station Hosting Opportunity
Dan,
If it’s the building Scott showed me photos of (small single story building), then that’s not going to work. I looked it up on Google Earth and the tree distance and horizon will not pass our inspection form.
Is there another possibility?
Thanks,
Jarrett Price
Director of Business Development & Key Accounts
GeoLine, Inc.
503.620.5244 / 800.523.6408
503.819.8781 mobile
From: Dan Zinder [mailto:dzinder@cityofmolalla.com]
Sent: Thursday, October 16, 2014 8:49 AM
To: Jarrett Price; scott.reaves@geoline.com; Jennifer Cline
Subject: RE: Trimble VRS Now (RTN) Base Station Hosting Opportunity
Scott, Jarrett –
Just to update you – we’re currently doing due diligence with the contract and will be in touch with our revised copy shortly.
Did you get a sense of whether the building at PW would still work given the position of the tree to the south?
Best,
Dan Z
From: Jarrett Price [mailto:jarrett.price@geoline.com]
Sent: Wednesday, October 01, 2014 2:21 PM
To: Dan Zinder
Subject: Trimble VRS Now (RTN) Base Station Hosting Opportunity
Good afternoon Mr. Zinder,
We are currently looking for a locations in or around Molalla, OR to install a new Trimble NetR9 GPS/GNSS base station for our Trimble Virtual Reference Station (VRS) Now network. I thought you might be interested in the opportunity to host a Trimble VRS Now base station as an opportunity to enhance your business. This is an opportunity to partner with Trimble. We are interested in installing somewhere near Molalla, OR area as part of a new initiative to bring the best in network RTK to the state of Oregon. We are offering a complementary US-wide VRS Now RTK GNSS (network RTK) subscription in exchange for hosting a base station for the duration of the hosting agreement. The receiver, antenna, and all base station equipment would be installed at your facility at no cost to you. The only infrastructure requirements are reliable electric and internet connections provided by the site host, for which we would piggy-back on existing infrastructure, if possible. The site will require only about $50-$60 of electricity each year and 10Kb/s bandwidth for internet (~5GB per month). The installation location will also require a clear sky view to allow clear GPS and GLONASS satellite signal reception.
Benefits of hosting a Trimble VRS Now reference station for your business include:
· One free (per base station) US-Wide VRS Now RTK GNSS subscription (NOTE: This is a $3,300/year value) or supplemental spiff (GeoXH).
· Free access to static data for post-processing
· Assisting with surveying community network RTK coverage
· Improved network coverage for nearby job/research sites and improved accuracy for your VRS Now users
· Unparalleled Trimble Customer Service and Technical Support
We are committed to providing accurate and reliable service to our customers, and we invite you to be a part of our network and the Trimble team by hosting a reference station site. Please let me know if I can answer any additional questions to help you with this decision. If you are unable or not interested in hosting a Trimble VRS Now reference station for any reason, we would sincerely appreciate any referrals that you can provide for other possible site hosts in your area.
Here are some additional photos of recent installations, but the configuration can be altered to suite your facility.
I would also like to point out some benefits of Trimble VRS Now as experienced by our community of users:
• Instant access to real-time kinematic (RTK) corrections
• Initial convergence under a one minute, 10 seconds is typical
• Centimeter-accurate corrections: depending upon network geometry, baseline length, GNSS environment, and local area influences
• Corrections are tailored to your geographic location
• Utilizes Trimble-operated VRS technology
• No RTK base station setup required
• Cost effective and simple to use
• Built-in redundancy to ensure connectivity, consistency, and quality
• Professionally managed and secure
• Monitored 24/7 to ensure peak performance and the highest amount of uptime
• Customer service and technical support via phone and email
• Unique licensing plan allowing a single subscription to be shared by multiple users. However, only one user can connect with the username at one time.
Here are a couple of links that provide additional information about Trimble Positioning Services, and specifically VRS Now, our advanced network RTK solution:
http://www.trimble.com/positioning-services/vrs-now.aspx
http://www.trimble.com/positioning-services/pdf/VRS_FAQs_July_2012.pdf
I hope this info helps, and please let me know if I can answer any additional questions. I have forwarded a blank hosting agreement for your review, if you are interested. Time is of the essence to bring this network to life, so I appreciate your timely reply.
I hope you will consider this opportunity to collaborate.
Thanks,
Jarrett Price
Director of Business Development & Key Accounts
GeoLine, Inc.
503.620.5244 / 800.523.6408
503.819.8781 mobile
