JC Constructors - Video Equipment at WRRFLICENSE AGREEMENT WITH JC CONSTRUCTORS, INC.
FOR PLACEMENT OF VIDEO RECORDING EQUIPMENT
AT WASTEWATER RESOURCE RECOVERY FACILITY
This LICENSE AGREEMENT WITH JC CONSTRUCTORS, INC. FOR PLACEMENT
OF VIDEO RECORDING EQUIPMENT AT WASTEWATER RESOURCE RECOVERY
FACILITY ("Agreement") is made and entered into this ?J day of A 11, 2017 ("Effective 3 ^ e
Date"), by and between the City of Meridian, a municipal corporation organized under the laws
of the State of Idaho ("City"), and JC Constructors, Inc., a corporation organized under the laws
of the State of Idaho ("Licensee") (collectively, "Parties"),
WHEREAS, City owns and operates the Meridian Wastewater Resource Recovery
Facility ("WRRF"), located at 3401 N. Ten Mile Road, in Meridian, Idaho;
WHEREAS, Licensee is the general contractor for the ongoing WRRF capacity
expansion construction project, and wishes to install a pole for the purpose of mounting a camera
to take photographs throughout the construction project for the purpose of producing a time-
lapse video of the project; and
WHEREAS, City is willing to allow such installation and photography in exchange for
copies of the photographs and time-lapse video, which Licensee is willing to provide;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged and agreed, and in consideration of the mutual promises and
covenants herein contained, and in consideration of the recitals above, which are incorporated
herein, City and Licensee agree as follows:
I. License granted. City, for and in consideration of the covenants and conditions set forth
in this Agreement, and agreed to be kept and performed by Licensee, does hereby provide
to Licensee a license to install at the WRRF, at a location or locations authorized by the
Wastewater Superintendent, a metal pole with a camera, strut trolley, and related
accoutrements mounted thereon, for the purpose of taking photographs of construction
work for the purpose of producing a time-lapse video of the WRRF capacity expansion
project. The portion of the WRRF utilized for this purpose shall be referenced
hereinafter as "Licensed Area."
II. Use of Licensed Area. Licensee's use and occupancy of the Licensed Area shall be
limited to installation of a pole, camera, strut trolley, and related accoutrements mounted
thereon, and access to same for purposes of maintenance and monitoring. Licensee shall
not use the Licensed Area for any other purpose without the express written consent of
City.
III. Consideration. In consideration for use of the Licensed Area, Licensee shall provide to
City, within fourteen (14) days of City's request, copies of any or all photographs and/or
videos taken by Licensee at the WRRF, and a copy or copies of any or all time-lapse
videos produced using photographs or videos taken by Licensee at the WRRF. Licensee
hereby grants to City an unlimited license to use any and all such photographs, videos,
and time-lapse videos for purposes of advertising, marketing, and public information.
LICENSE AGREEMENT WITH JC CONSTRUCTORS FOR INSTALLATION OF POLE & CAMERA AT WRRF PAGE I OF 5
Where practicable and to the extent of City's authority, City shall acknowledge Licensee
to be the creator of such photographs and videos. This provision shall survive expiration
or termination of this Agreement.
IV. Term. The term of this Agreement shall be deemed to have commenced on the Effective
Date and shall terminate upon City's issuance of the final acceptance letter for the WRRF
capacity expansion project, unless earlier terminated by either Party by the method
established herein or extended by written agreement of the Parties.
V. Day-to-day communication.
A. Primary Source of Contact for Licensee. Licensee shall provide City the name, e-
mail address, and telephone number of specific personnel ("Licensee Contact") who
shall serve as Licensee's primary contact between Licensee and City for all day-to-
day matters regarding Licensee's use of Licensed Area.
B. Primary Source of Contact for City. City shall provide Licensee 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 Licensee for all day-to-day matters
regarding Licensee's use of Licensed Area.
C. Enumeration of equipment. Licensee Contact shall provide to City Contact a
written list of all equipment and property in the Licensed Area, specifying make,
model, serial number, location, and any other identifying information. Licensee
Contact shall provide an updated list whenever equipment is added, removed, or
replaced.
VI. Rights and responsibilities of Licensee. With regard to Licensee's use and occupancy
of the Licensed Area under this Agreement, Licensee shall be responsible for each and all
of the following.
A. Good repair. Licensee 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.
B. Repair of Licensed Area. Licensee shall be responsible for all costs related to
restoration or repair of the Licensed Area necessitated by damage caused by
Licensee's use thereof under this Agreement. Following City's restoration or repair
of Licensed Area necessitated by damage caused by Licensee's use thereof under this
Agreement, City shall invoice Licensee for City's actual costs of such work.
Licensee 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.
C. Assumption of risk. Licensee acknowledges that activities undertaken pursuant to
this Agreement carry risks, some of which are unknown, and accepts any and all such
LICENSE AGREEMENT WITH 7C CONSTRUCTORS FOR INSTALLATION OF POLE & CAMERA AT WRRF PAGE 2 OF 5
risks. Other than tortious act by City, no circumstance shall obligate City to repair or
replace Licensee's property at City's expense.
D. Acceptance as is. Licensee acknowledges that Licensee has inspected the Licensed
Area 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 Area. Licensee
accepts the Licensed Area "as is."
E. Indemnification. Licensee specifically indemnifies City and holds City harmless
from any loss, liability, claim, judgment, or action for damages or injury to Licensee,
to Licensee's personal property or equipment, and to Licensee'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. Licensee 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 Area by Licensee or by Licensee'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, Licensee, at City's option, shall defend City and
assume all costs, including attorney's fees, associated with the defense or resolution
thereof, or indemnify City for all such costs and fees incurred by City in the defense
or resolution thereof.
F. Liability insurance. Licensee shall maintain, and specifically agrees that Licensee
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. The limits of
insurance shall not be deemed a limitation of the covenants to indemnify and save and
hold harmless City; and if City becomes liable for an amount in excess of the
insurance limits herein provided, Licensee covenants and agrees to indemnify and
save and hold harmless City from and for all such losses, claims, actions, or
judgments for damages or liability to persons or property. Licensee shall provide
City with a certificate of insurance or other proof of insurance evidencing Licensee's
compliance with the requirements of this paragraph. In the event the insurance
minimums are changed, Licensee shall immediately submit proof of compliance with
the changed limits.
G. Property insurance. Licensee may; at Licensee's option, maintain property
insurance for property placed on Licensed Area. City shall not maintain property
insurance on Licensee's behalf.
VII. Rights and responsibilities of City. With regard to Licensee's use and occupancy of the
Licensed Area under this Agreement, City shall be responsible for the following.
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A. Location selection. The selection of the location available for use as the Licensed
Area 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 Area 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. No support. City shall not provide support, monitoring, or administration services
related to Licensee's use and occupancy of the Licensed Area and/or Licensee's
equipment thereon.
VIII. 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 may remove
all of Licensee's equipment from the Licensed Area and notify Licensee that Licensee
may claim its equipment from City Contact during business hours. Licensee agrees to
surrender possession and occupancy of the Licensed Area peaceably at the
termination of this Agreement and any renewal or extension thereof.
B. Notices. Communication between the Licensee Contact and the City Contact
regarding day-to-day matters (e.g., installation, maintenance, and access to Licensed
Area) 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:
Licensee: Meridian:
JC Constructors, Inc. City of Meridian
Jim E. Cox City Clerk
1305 E. Columbia Rd 33 E. Broadway Avenue
Meridian ID 83642 Meridian ID 83642
C. Limitation of liability. Notwithstanding anything in this agreement to the contrary,
City shall not be liable or obligated, and Licensee 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 Licensee's equipment;
3. Security breach; or
4. Any other matter beyond City's reasonable control.
This provision shall survive termination of this Agreement.
LICENSE AGREEMENT WITH JC CONSTRUCTORS FOR INSTALLATION OF POLE & CAMERA AT WRRF PAGE 4 OF 5
D. No agency. It is further understood and agreed Licensee shall not be considered an
agent of City in any manner or for any purpose whatsoever in Licensee's use and
occupancy of the Licensed Area,
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 Licensee,
F. No assignment. Licensee shall not assign, sublicense or transfer the Licensed Area,
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. Any
assignee, sublicensee, or transferee shall be bound by all terms of this Agreement,
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.
JC CONSTRUCTQJ2S, INC.:
I
Jin6 EJCox. President
CITY OF MERIDIAN:
BY
Tammy deaf eerd, Mayor
Attest:
<'&NItuAtj
00,
i
Fill "r o
B IDIAN;w
ay ColeklCity Clerk
LICENSE AGREEMENT WITH JC CONSTRUCTORS FOR INSTALLATION OF POLE & CAMERA AT WRRF PAGE 5 OF 5