HomeMy WebLinkAboutLicense Agreement with Intermountain Gas Automated Meter Reading
LICENSE AGREEMENT WITH INTERMOUNTAIN GAS FOR INSTALLATION OF
AUTOMATED METER READING EQUIPMENT ON CITY STREET LIGHTS PAGE 2 OF 6
shall invoice Intermountain for City’s actual costs of installation. Intermountain shall
pay such invoice in full within thirty (30) days of City’s invoice.
IV. Consideration for licensed use. In consideration for use of the Licensed Areas,
Intermountain shall pay to City, within thirty (30) days of City’s invoice, fifty dollars
($50.00) per calendar year, per street light used under the terms of this Agreement,
payable in advance. Such amount shall include all costs related to Intermountain’s use of
the street light pole, electrical base rate, power usage, and City’s administrative costs. If
Intermountain attaches AMR equipment to a City street light after the year has begun, for
that Licensed Area, Intermountain shall pay to City a prorated amount of $4.17 per month
remaining in the calendar year, including the month the Attachment is made.
V. Term. The term of this Agreement shall be deemed to have commenced on the Effective
Date and the initial term shall terminate at 11:59 p.m. on December 31, 2017, unless
earlier terminated by either Party by the method established herein. This Agreement shall
automatically be renewed from year to year thereafter unless written notice of termination
is given by either party to the other by the method set forth herein.
VI. Day-to-day communication.
A. Primary Source of Contact for Intermountain. Intermountain shall provide City
the name, e-mail address, and telephone number of specific Intermountain personnel
(“Intermountain Contact”) who shall serve as Intermountain’s primary contact
between Intermountain and City for all day-to-day matters regarding Intermountain’s
use of Licensed Areas.
B. Primary Source of Contact for City. City shall provide Intermountain the name, e-
mail address, and telephone number of specific City personnel (“City Contact”) who
shall serve as City’s primary contact between City and Intermountain for all day-to-
day matters regarding Intermountain’s use of Licensed Areas.
C. Enumeration of equipment. Intermountain Contact shall provide to City Contact a
written list of all equipment and property attached to the Licensed Areas, specifying
make, model, serial number, location, and any other identifying information.
Intermountain Contact shall provide an updated list whenever equipment is added,
removed, or replaced. City Contact shall verify such information and shall notify
Intermountain Contact immediately in the event of any discrepancy.
VII. Rights and responsibilities of Intermountain. With regard to Intermountain’s use and
occupancy of the Licensed Areas under this Agreement, Intermountain shall be
responsible for each and all of the following.
A. AMR repair or replacement necessitated by Intermountain determination. If at
any time during the term of the Agreement, Intermountain determines that its AMR
equipment attached to a Licensed Area requires repair or replacement, Intermountain
shall forward a request to City Contact. City Contact shall schedule City’s repair or
LICENSE AGREEMENT WITH INTERMOUNTAIN GAS FOR INSTALLATION OF
AUTOMATED METER READING EQUIPMENT ON CITY STREET LIGHTS PAGE 3 OF 6
replacement of Intermountain’s AMR equipment. Following City’s repair or
replacement of Intermountain’s AMR equipment, City shall invoice Intermountain for
City’s actual costs of such work. Intermountain shall pay such invoice in full within
thirty (30) days of City’s invoice.
B. Good repair. Intermountain shall be solely responsible for monitoring its equipment
to ensure that it is in good repair and does not interfere with or degrade City’s
facilities, operations, systems, or equipment or present an imminent or foreseeable
threat to the public health and safety.
C. Repair of Licensed Areas. Intermountain shall be responsible for all costs related to
restoration or repair of the Licensed Areas necessitated by damage caused by
Intermountain’s use thereof under this Agreement. Following City’s restoration or
repair of Licensed Areas necessitated by damage caused by Intermountain’s use
thereof under this Agreement, City shall invoice Intermountain for City’s actual costs
of such work. Intermountain shall pay such invoice in full within thirty (30) days of
City’s invoice. This provision shall survive for one (1) year following expiration or
termination of this Agreement.
D. Assumption of risk. Intermountain acknowledges that attaching its equipment to
Licensed Areas carries risks, some of which are unknown, and accepts any and all
such risks.
E. Frequency. Intermountain may not operate its AMR equipment on the same
frequency as any City wireless system.
F. Acceptance as is. Intermountain acknowledges that Intermountain has inspected the
Licensed Areas and does hereby accept same as being in good and satisfactory order,
condition, and repair. It is understood and agreed that City makes no warranty or
promise as to the condition, safety, usefulness or habitability of the Licensed Areas.
Intermountain accepts the Licensed Areas “as is.”
G. Indemnification. Intermountain specifically indemnifies City and holds City
harmless from any loss, liability, claim, judgment, or action for damages or injury to
Intermountain, to Intermountain’s personal property or equipment, and to
Intermountain’s employees, agents, guests or invitees arising out of or resulting from
the condition of City property or any lack of maintenance or repair thereon and not
caused by or arising out of the tortious conduct of City or its employees.
Intermountain further agrees to indemnify and hold City harmless from any loss,
liability, claim or action from damages or injuries to persons or property in any way
arising out of or resulting from the use and occupancy of the Licensed Areas by
Intermountain or by Intermountain’s agents, employees, guests or business invitees
and not caused by or arising out of the tortious conduct of City or its employees. If
any claim, suit or action is filed against City for any loss or claim described in this
paragraph, Intermountain, at City’s option, shall defend City and assume all costs,
including attorney’s fees, associated with the defense or resolution thereof, or
LICENSE AGREEMENT WITH INTERMOUNTAIN GAS FOR INSTALLATION OF
AUTOMATED METER READING EQUIPMENT ON CITY STREET LIGHTS PAGE 4 OF 6
indemnify City for all such costs and fees incurred by City in the defense or
resolution thereof.
H. Liability insurance. Intermountain shall maintain, and specifically agrees that
Intermountain will maintain throughout the term of this Agreement, liability
insurance, in which City shall be named an additional insured in the minimum
amount as specified in the Idaho Tort Claims Act set forth in Title 6, Chapter 9 of the
Idaho Code. Intermountain shall provide City with a certificate of insurance or other
proof of insurance evidencing Intermountain’s compliance with the requirements of
this paragraph. In the event the insurance minimums are changed, Intermountain
shall immediately submit proof of compliance with the changed limits.
I. Worker’s compensation insurance. In the event Intermountain hires any person to
work in City Hall or on the Licensed Areas, any and all workers shall be covered by
worker’s compensation insurance. In such event, Intermountain shall provide to City
a certificate of insurance.
J. Property insurance. Intermountain may, at Intermountain’s option, maintain
property insurance for property placed on Licensed Areas. City shall not maintain
property insurance on Intermountain’s behalf.
VIII. Rights and responsibilities of City. With regard to Intermountain’s use and occupancy
of the Licensed Areas under this Agreement, City shall be responsible for the following.
A. Location selection. The selection of the street lights available for use as Licensed
Areas shall be in City’s sole discretion. All equipment shall be installed at the
location(s) authorized or specified by City.
B. Right of entry. City and City’s contractors, employees, agents, and invitees, shall be
authorized, at all times, to inspect the Licensed Areas and personal property located
thereon, for the purposes of inspection for compliance with the terms of this License
Agreement and for the exercise of City’s rights hereunder and for all other lawful
purposes.
C. Utilities. City shall pay for all electrical power normally utilized by the Licensed
Areas. City shall attempt to notify Intermountain of planned or foreseen power
outages in advance. City shall attempt to notify Intermountain of unplanned or
unforeseen outages as soon as practicable after such outage.
D. No support. City shall not provide support, monitoring, or administration services
related to Intermountain’s use and occupancy of the Licensed Areas and/or
Intermountain’s equipment thereon.
E. AMR repair or replacement necessitated by City determination. If at any time
during the term of the Agreement, City determines that Intermountain’s AMR
equipment attached to a Licensed Area requires repair or replacement, City shall
LICENSE AGREEMENT WITH INTERMOUNTAIN GAS FOR INSTALLATION OF
AUTOMATED METER READING EQUIPMENT ON CITY STREET LIGHTS PAGE 5 OF 6
forward a recommendation to Intermountain Contact. Upon Intermountain’s written
authorization of equipment repair or replacement, City Contact shall schedule City’s
repair or replacement of Intermountain’s AMR equipment. Following City’s repair or
replacement of Intermountain’s AMR equipment, City shall invoice Intermountain for
City’s actual costs of such work. Intermountain shall pay such invoice in full within
thirty (30) days of City’s invoice.
F. AMR repair or replacement necessitated by street light repair or replacement.
Removal or replacement of all street lights, including street lights to which
Intermountain’s equipment is attached, shall be in City’s sole discretion. When
practical City shall notify Intermountain prior to removal or replacement of a street
light to which Intermountain’s equipment is attached. Intermountain shall allow City
to reattach, relocate, or remove AMR equipment, at Intermountain’s discretion. If at
any time during the term of the Agreement, by any cause, a street light serving as a
Licensed Area requires repair or replacement, City’s sole obligation shall be to repair
its street light in a timely manner, at no cost to Intermountain. If such repair or
replacement necessitates repair or replacement of Intermountain’s attached AMR
equipment, Intermountain may authorize repair or replacement of such equipment, at
Intermountain’s sole expense. Other than negligence or tortious act by City, no
circumstance shall obligate City to repair or replace Intermountain’s AMR Equipment
at City’s expense.
IX. General provisions.
A. Termination. Either party may terminate this Agreement for convenience or for
cause. Termination shall be effective thirty (30) days following mailing of written
notice. Upon termination or expiration of this License Agreement, City shall remove
all of Intermountain’s equipment from the Licensed Areas and notify Intermountain
that Intermountain may claim its equipment from City Contact during business hours.
Intermountain agrees to surrender possession and occupancy of the Licensed Areas
peaceably at the termination of this Agreement and any renewal or extension thereof.
B. Notices. Communication between the Intermountain Contact and the City Contact
regarding day-to-day matters (e.g., installation, maintenance, and access to Licensed
Areas) shall occur via e-mail or telephone. All other notices required to be given by
either of the parties hereto shall be in writing and be deemed communicated when
personally served, or mailed by U.S. mail, postage prepaid. Notices shall be
addressed as follows:
Intermountain:
Michael Pugh
Technical Specialist
Intermountain Gas Co.
555 South Cole Road
Boise, Idaho 83709
Meridian:
Austin Petersen
Transportation and Utility Coordinator
City of Meridian
33 E. Broadway Avenue
Meridian ID 83642
C. Limitation of liability. Notwithstanding anything in this agreement to the contrary,
City shall not be liable or obligated, and Intermountain shall hold City harmless, with
respect to any subject matter of this agreement or under contract, negligence, strict
liability or any other legal or equitable theory, for the following:
1. Any special, punitive, incidental or consequential damages (including, without
limitation, for any lost profits, cost of procurement of substitute goods,
technology, services or rights);
2. Interruption of use of Intermountain's equipment;
3. Security breach; or
4. Any other matter beyond City's reasonable control.
This provision shall survive termination of this Agreement.
D. No agency. It is further understood and agreed Intermountain shall not be considered
an agent of City in any manner or for any purpose whatsoever in Intermountain's use
and occupancy of the Licensed Areas.
E. No waiver. City's waiver on one or more occasion of any breach or default of any
term, covenant or condition of this Agreement shall not be construed as a waiver of
any subsequent breach or default of the same or a different term, covenant or
condition, nor shall such waiver operate to prejudice, waive, or affect any right or
remedy City may have under this Agreement with respect to such subsequent default
or breach by Intermountain.
F. No assignment. Intermountain shall not assign, sublet or transfer the Licensed
Areas, or any portion thereof, or cause or suffer any alterations thereto, other than as
specified in this Agreement, without the express written consent of City.
G. Entire agreement. This Agreement contains the entire agreement of the parties and
supersedes any and all other agreements, leases, or understandings, oral or written,
whether previous to the execution hereof or contemporaneous herewith.
IN WITNESS WHEREOF, the parties shall cause this Agreement to be executed by
their duly authorized officers to be effective as of the day and year first above written.
Intermountain Gas C
Hart ilijchi , Vice President Operations
CITY OF MERID
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LICENSE AGREEMENT WITH INTERMOUNTAIN GAS FOR SA4ZWkffION OF
AUTOMATED METER READING EQUIPMENT ON CITY STREET LIGHTS PAGE 6 OF 6
Pole and solar panel Intermountain Gas will install if not allowed to install AMR Unit on Existing Street
Light Poles
AMR Unit on a Cobra head Streetlight
AMR Unit on a wooden pole