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.
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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.
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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:
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