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Home My WebLink About07.a BCR Fleming Video Agreement EXECUTIVE SUMMARY AGENDA ITEM: Proposed License Agreement with BCR Environmental Corporation to time-lapse video the building construction at the Fleming Island Regional WRF CCUA Project No. 2203-136 CCUA Financial Job No. 21010RR Date: December 28, 2023 BACKGROUND: CCUA engaged the BCR Environmental Corporation(BCR) for biosolids processing at our Water Reclamation Facilities (WRF) beginning in 2006. In Fiscal Year 2020-2021, we initiated the procedures to expand the biosolids processing at the Fleming Island WRF. Recently, BCR requested permission to video the construction of the building with a time-lapse camera to use for marketing purposes. Staff worked with BCR to develop the attached agreement to establish acceptable terms and conditions for the collection and use of the video material. Staff recommended and the Board of Supervisors approved Change Order No. 10 to the"Bio-solid Treatment Agreement" with BCR for the processing equipment used in the Fleming Island WRF project. The new facility includes a new building designed by J. Collins Engineering Associates, LLC. Petticoat-Schmitt Civil Contractors, Inc. submitted the lowest competitive bid and CCUA awarded the construction project to them on June 2, 2023. The Fleming Island WRF biosolids processing expansion project began construction on December 4, 2023. We expect Petticoat- Schmitt Civil Contractors, Inc. to complete the project by January 2, 2025. The agreement presented to the Board of Supervisors for consideration does not have project budget or schedule implications. RECOMMENDATION: Staff recommends the Board of Supervisors approve the License Agreement between the Clay County Utility Authority and BCR Environmental Corporation for videoing the progress of construction of the Fleming Island WRF Biosolids Processing Expansion. ATTACHMENTS: License Agreement with BCR Environmental Corporation //HC (Author) //JDJ(QA/QC Review and Edits) //HC (Final) AGREEMENT BETWEEN CLAY COUNTY UTILITY AUTHORITY AND BCR ENVIRONMENTAL CORPORATION This agreement(the"Agreement"),made and entered into as of this day of December 2023,between CLAY COUNTY UTILITY AUTHORITY, an independent special district established and created pursuant to Chapter 94491,Laws of Florida,by Special Act of 1994, 3176 Old Jennings Road, Middleburg,FL 32068 (hereinafter"CCUA"),and BCR ENVIRONMENTAL CORPORATION (hereinafter"BCR"),whose principal business address is 100 N Laura Street, STE601,Jacksonville, Florida 32202. CCUA and BCR may hereinafter be individually referred to as a"Party" and collectively referred to as the "Parties". WITNESSETH WHEREAS,BCR provided CCUA certain equipment under Change Order 10 to the"Bio-solid Treatment Agreement"dated June 6,2006,and as amended and assigned on May 18, 2016, in"Change Order #7"(the"Change Order#7")for a project at CCUA's Fleming Island WWTP located at 1770 Radar Rd. Fleming Island FL 32003 ("Project"); and WHEREAS,BCR desires to install a time-lapse camera for the duration of the Project to gather photos and videos to use as marketing and internal training tools; and WHEREAS,CCUA desires to use certain photos or videos from the time lapsed camera for project progress meetings and other purposes; and WHEREAS, CCUA treatment facilities are critical infrastructure with significant security considerations, and WHEREAS, CCUA and the BCR desire by mutual agreement,to enter into this Agreement as set forth herein. NOW THEREFORE, for good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged,the Parties do hereby agree as follows: 1. BCR shall install a time-lapsed camera("Camera")at CCUA's Fleming Island WWTP at a position approved in writing by CCUA's Construction and Inspection Services Manager and not earlier than . CCUA shall make the agreed to location at the agreed to time available to BCR for installation of the Camera. 2. BCR shall not cause interruption in the business processing or construction activities at the CCUA's Fleming Island WWTP or the Project. 3. BCR shall remove the Camera and return CCUA property to its original condition within 72 hours after being directed, in writing,by CCUA's Construction and Inspection Services Manager, or within 14 days of final completion of the Project. 4. BCR shall provide all raw data,on a CCUA approved storage medium,from the Camera to CCUA on the 15th, or the next business day if the 15th is a weekend or holiday, of each month. BCR shall not disclose these pictures or raw data to any outside party and shall limit internal disclosure of the photos or videos to officers and technicians needed to process such data. 5. CCUA's Construction and Inspection Services Manager shall within 30 days of their submittal provide BCR with an approval of which photos or videos BCR can use for marketing or other purposes. Such approval shall not be unreasonably withheld. 6. CCUA shall own all data and photos or videos taken by the Camera which is provided to CCUA from BCR. By way of approval, as described in paragraph 5 above, CCUA grants a perpetual license to BCR to use approved photos or videos for marketing purposes or internal training usage. 7. To the fullest extent permitted by law,the BCR shall indemnify, defend, and hold harmless CCUA and its Board of Supervisors, officers, and employees, from liabilities, damages, losses, and costs,including but not limited to reasonable attorneys'fees,to the extent caused by the negligence, acts, or omissions of BCR and other persons or entities employed or utilized by the BCR in the performance of this Agreement. BCR shall hold harmless CCUA due to BCR's storage or use of,or in any way related to, data or photos or videos from the Camera. The provisions of this Paragraph shall survive the termination of this Agreement. The indemnification obligation hereunder shall not be limited in any way by amount or type of damages, compensation or benefits payable under workers' compensation acts, disability benefits acts, or other employee benefit acts. CCUA shall not be liable to BCR for any damage or loss to the Camera or its associated equipment from any cause whatsoever. 8. BCR will not use the name of CCUA as an endorsement in any promotional literature or correspondence,news release, advertisement, or release to any professional or trade publications without receiving specific written approval for each such use or release from CCUA. 9. If a court finds any provision of this Agreement invalid or unenforceable,the remainder of this Agreement shall be interpreted so as best to affect the intent of the parties. 10. The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights. 11. This Agreement is binding upon the Parties hereto and their respective successors and assigns. The BCR shall not assign, sell,or transfer its interest in this Agreement without CCUA's express written consent. IN WITNESS WHEREOF,the Parties have executed this Agreement, effective as of the date indicated above. BCR L VVIR9MVI I)TTPrL CO4'ORATION By. ,— � Printed Name: Joshua R. Scott Title: President&CEO CLAY COUNTY UTILITY AUTHORITY: By: Printed Name: Jeremy D. Johnston,MBA,P.E. Title: Executive Director