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License Agreement with COMPASS for Installation of Redundant Equipment at City HallLICENSE AGREEMENT WITH COMPASS FOR INSTALLATION OF REDUNDANT EQUIPMENT AT MERIDIAN CITY HALL This LICENSE AGREEMENT WITH COMPASS FOR INSTALLATION OF REDUNDANT EQUIPMENT AT MERIDIAN CITY HALL is made and entered into this 22nd day of July, 2014 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Community Planning Association of Southwest Idaho ("COMPASS"), a nonprofit organization organized under the laws of the State of Idaho. WHEREAS, COMPASS, of which City is a member, serves the public by, among other things, preparing and maintaining materials essential to the transportation planning, prioritizing, and funding processes; WHEREAS, the City Council of the City of Meridian hereby finds that the issuance of a license for COMPASS's storage of equipment serves the public interest by establishing redundancies necessary for continuity in case of failure of primary systems, And is willing, upon the terms and conditions enumerated in this Agreement, to provide non-exclusive, temporary use of the City property for the purposes stated herein; and WHEREAS, the City Council of the City of Meridian hereby finds that the licensed areas are not otherwise needed for City purposes; 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 COMPASS 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 COMPASS, does hereby provide to COMPASS license to utilize six (6) rack units ("RU") in a rack designated for such purpose in the City's datacenter in Meridian City Hall, and to erect wireless antennae and related equipment on the roof of Meridian City Hall. The portion of the datacenter and roof areas utilized for these purposes shall be referenced hereinafter as "Licensed Areas." II. Use of Licensed Areas. COMPASS's use and occupancy of the Licensed Areas shall be limited to storage and/or fixture of enumerated equipment, in order to establish redundancies necessary for COMPASS's continuity in case of failure of primary systems due to disaster or other purpose. COMPASS shall not use the Licensed Areas for any other purpose without the express written consent of the City. III. 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, 2014, unless earlier terminated by either Party by the method established herein. This Agreement shall LICENSE AGREEMENT WITH COMPASS FOR INSTALLATION OF REDUNDANT EQUIPMENT AT MERIDIAN CITY HALL PAGE I OF 6 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. IV. Day-to-day communication. A. Primary Source of Contact for COMPASS. COMPASS shall provide City the name, e-mail address, and telephone number of specific COMPASS personnel ("COMPASS Contact") who shall serve as COMPASS's primary contact between COMPASS and City for all matters regarding day-to-day matters regarding COMPASS's installation, maintenance, and access to Licensed Areas. B. Primary Source of Contact for City. City shall provide COMPASS 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 COMPASS for all matters regarding day-to-day matters regarding COMPASS's installation, maintenance, and access to Licensed Areas. C. Notice. Where COMPASS requires access to Licensed Areas, COMPASS Contact shall provide City Contact with notice of such requirement. Except in case of emergency, COMPASS Contact shall provide City Contact with at least two (2) business days' notice of such requirement. D. Access to Licensed Areas. COMPASS personnel shall be accompanied at all times by City personnel when accessing Licensed Areas. E. Enumeration of equipment. COMPASS Contact shall provide to City Contact, a written list of all equipment and property stored or affixed at the Licensed Premises, specifying make, model, serial number, location, and any other identifying information. COMPASS Contact shall provide an updated list whenever equipment is added, removed, or replaced. V. Rights and responsibilities of COMPASS. With regard to COMPASS's use and occupancy of the Licensed Areas under this Agreement, COMPASS shall be responsible for each and all of the following. A. Rack units. 1. COMPASS shall ensure that its systems and equipment do not interfere with or degrade City's operations, systems, or equipment. 2. COMPASS shall be solely responsible for any and all maintenance and/or repairs of COMPASS's equipment located in City's rack units. 3. COMPASS acknowledges that its use of Licensed Areas for rack units carries risks, some of which are unknown, and accepts any and all such risks. B. Wireless equipment. 1. COMPASS shall install all wireless equipment at the location(s) specified by City, in City's sole discretion. LICENSE AGREEMENT WITH COMPASS FOR INSTALLATION OF REDUNDANT EQUIPMENT AT MERIDIAN CITY HALL PAGE 2 OF 6 2. COMPASS shall ensure that its wireless operations, systems, or equipment do not interfere with or degrade City's operations, systems, or equipment. In the event that any interference or degradation of City's operations, systems, or equipment, attributable to COMPASS's wireless operations, systems, or equipment, occurs, COMPASS shall relocate or remove such equipment, pursuant to City Contact's direction, at City's sole election. 3. COMPASS may not operate its wireless system on the same frequency as any City wireless system. 4. COMPASS shall be solely responsible for any and all maintenance and/or repairs of COMPASS's wireless system. 5. COMPASS acknowledges that its use of Licensed Areas for wireless equipment carries risks, some of which are unknown, and accepts any and all such risks. C. Alterations; waste. COMPASS shall not make, or permit to be made, alterations on or to Licensed Areas without first obtaining City's written consent. COMPASS shall not commit, permit nor suffer any damage to or waste upon the Licensed Areas or any of the improvements or appurtenances situated or placed thereon by or on behalf of City or City's agents or invitees. D. Right of entry. COMPASS and COMPASS's contractors, employees, agents, and invitees to access the Licensed Areas, during City business hours, in order to inspect, maintain, or repair COMPASS's personal property located thereon, subject to the availability of City staff to accompany COMPASS. COMPASS shall not access, or attempt to access, the Licensed Areas, without accompanying City staff. COMPASS shall provide to City a request for access at least twenty-four (24) hours in advance. E. Acceptance as is. COMPASS acknowledges that COMPASS 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, and COMPASS accept the Licensed Areas "as is." F. Indemnification. COMPASS specifically indemnifies City and holds City harmless from any loss, liability, claim, judgment, or action for damages or injury to COMPASS, to COMPASS's personal property or equipment, and to COMPASS'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. COMPASS 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 COMPASS or by COMPASS'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, COMPASS, at City's option, shall defend City and assume all costs, including attorney's fees, associated with the LICENSE AGREEMENT WITH COMPASS FOR INSTALLATION OF REDUNDANT EQUIPMENT AT MERIDIAN CITY HALL PAGE 3 OF 6 defense or resolution thereof, or indemnify City for all such costs and fees incurred by City in the defense or resolution thereof. G. Liability insurance. COMPASS shall maintain, and specifically agrees that COMPASS 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, COMPASS 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. COMPASS shall provide City with a certificate of insurance or other proof of insurance evidencing COMPASS's compliance with the requirements of this paragraph. In the event the insurance minimums are changed, COMPASS shall immediately submit proof of compliance with the changed limits. H. Worker's compensation insurance. In the event COMPASS 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, COMPASS shall provide to City a certificate of insurance. I. Property insurance. COMPASS may; at COMPASS's option, maintain property insurance for property placed on Licensed Areas. City shall not maintain property insurance on COMPASS's behalf. VI. Rights and responsibilities of City. With regard to COMPASS's use and occupancy of the Licensed Areas under this Agreement, City shall be responsible for the following. A. Right of entry. City and City's contractors, employees, agents, and invitees, shall be authorized to, 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. B. Utilities. City shall pay for all power, heating, cooling, ventilation, and other utilities normally utilized at Meridian City Hall. City shall attempt to notify COMPASS of planned or foreseen outages in advance. City shall attempt to notify COMPASS of unplanned or unforeseen outages as soon as practicable after such outage. C. No support. City shall not provide support, monitoring, or administration services related to COMPASS's use and occupancy of the Licensed Areas and/or COMPASS's personal property thereon. LICENSE AGREEMENT WITH COMPASS FOR INSTALLATION OF REDUNDANT EQUIPMENT AT MERIDIAN CITY HALL PAGE 4 OF 6 VII. 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. COMPASS agrees that upon termination or expiration of this License Agreement, COMPASS shall remove all of its personal property from the Licensed Areas and surrender the Licensed Areas to City in the same good condition as received, reasonable wear and tear, act of God, act of nature, or damage by weather excepted. COMPASS agrees to surrender possession and occupancy of the Licensed Areas peaceably at the termination of this Agreement and any renewal or extension thereof. COMPASS shall be responsible for restoration or repair of the Licensed Areas necessitated by damage caused by COMPASS's use under this Agreement. B. Notices. Communication between the COMPASS 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: COMPASS: Meridian: COMPASS City of Meridian Attn: Matt Stoll, Executive Director Attn: Information Services Director 700 NE 2nd Street, Suite 200 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 COMPASS 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 or loss or corruption of data; 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 COMPASS shall not be considered an agent of City in any manner or for any purpose whatsoever in COMPASS'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 LICENSE AGREEMENT WITH COMPASS FOR INSTALLATION OF REDUNDANT EQUIPMENT AT MERIDIAN CITY HALL PAGE 5 OF 6 remedy City may have under this Agreement with respect to such subsequent default or breach by COMPASS. F. No assignment, COMPASS 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. Independent contractor. In all matters pertaining to this Agreement, COMPASS shall be acting as an independent contractor, and neither COMPASS nor any officer, employee or agent of COMPASS shall be deemed an employee of City. COMPASS shall have no authority or responsibility to exercise any rights or power vested in City. The selection and designation of the personnel of City in the performance of this agreement shall be made by City. H. 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. COMPASS: Matthew J. Stoll Executive Director CITY OF MERIDIAN: BY: C C C 0 Ta x1, N1xpDr pr�9 a�rA c-11 � LICENSE AGREEMENT WITFI COMPASS FOR INSTALLATION OF REDUNDANT EQUIPMENT AT MERIDIAN CITY HALL Attest: AUCGsr 9 SEAL ���se txensoe, PAGE 6 OF 6