Comelec Internet Services -Proposed Master Agreement for Shared Use Projects / Project Statement Copyrighted
April 1 , 2019
City of Dubuque Consent Items # 12.
ITEM TITLE: Comelec InternetServices - Proposed MasterAgreement
for Shared Use Projects and Project Statement
SUMMARY: City Manager recommending approval of a Master
Agreement for Shared Use Projects and Project Statement
with Comelec I nternet Services for a conduit collaboration
to expand fiber services within the Dubuque I ndustrial Park
and to implement fiber to the home extensions.
SUGGESTED DISPOSITION: Suggested Disposition: Receiveand File;Approve
ATTACHMENTS:
Description Type
Comelec MasterAgreementfor Shared Use Projects- City Manager Memo
MVM Memo
Staff Memo Staff Memo
Comelec Master Co-Location & Shared Services Supporting Documentation
Agreement
THE CITY OF Dubuque
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Masterpiece on the Mississippi Z°°'�w'2
7A13 2017
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Proposed Master Agreement for Shared Use Projects and Agreement
between the City of Dubuque and Comelec Internet Services
DATE: March 26, 2019
Information Services Manager Chris Kohlmann, Civil Engineer II Dave Ness and
Sustainable Innovation Consultant Dave Lyons recommend City Council approval of a
Master Agreement for Shared Use Projects and Project Statement with Comelec
Internet Services for a conduit collaboration to expand fiber services within the Dubuque
Industrial Park and to implement fiber to the home extensions.
Approval of this request would have a positive budgetary impact to the City, including:
. City would receive access to 3,260 feet of conduit space that would provide it
with redundant access to the Dubuque Industrial Park.
. City would receive net revenue from the conduit space it is licensing to Comelec.
. Comelec would undertake the costs of lining 5,250 linear feet of empty conduit
with micro duct, retaining 1/3rd of the capacity for itself and transferring the
remaining 2/3rds to the City.
The total estimated value to the City in conduit access, services and license payments
is $75,100.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
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Mic ael C. Van Milligen �� �
MCVM:jh
Attachment
cc: Crenna Brumwell, City Attorney
Teri Goodmann, Assistant City Manager
Cori Burbach, Assistant City Manager
Chris Kohlmann, Information Services Manager
Dave Ness, Civil Engineer II
David Lyons, Sustainable Innovation Consultant
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Dubuque
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Masterpiece on the Mississippi � � ��
200�•2012•2013•2019
TO: Michael C. Van Milligen, City Manager
FROM: Chris Kohlmann, Information Services Manager
Dave Ness, Civil Engineer II
David Lyons, Sustainable Innovation Consultant
SUBJECT: Proposed Master Agreement for Shared Use Projects and Agreement
between the City of Dubuque and Comelec Internet Services.
DATE: March 25, 2019
INTRODUCTION
The purpose of this memo is to request approval of a Master Agreement for Shared Use
Projects and Project Statement for a conduit collaboration to expand fiber services
within the Dubuque Industrial Park and to implement fiber to the home (FTTH)
extensions.
BACKGROUND
Comelec Internet Services is a locally owned and operated telecommunication and
internet services provider. It is contemplating expansion of high speed internet service
to the Dubuque Industrial Park and to multiple residential areas of the community.
Comelec has expressed interest in collaborating with the City of Dubuque to share
broadband infrastructure, similar to the existing Master Agreements the City has
entered into with other private broadband carriers.
DISCUSSION
In 2016 the City of Dubuque undertook its Broadband Acce/eration Initiative. The
Initiative focuses on public/private collaborations and includes a comprehensive
strategy to reduce the cost and time required for broadband expansions in Dubuque.
One effort within that strategy is the use of"Master Sharing Agreements", where an
overall legal, structural and financial relationship is established between the City and
broadband providers and approved by City Council for co-location and fiber optic and
conduit builds. Implementing a sharing agreement with Comelec which can reduce
Comelec and City costs, accelerate fiber access and competition for citizens and
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businesses while preserving City right-of-way, is consistent with the overall strategy of
the City's Initiative.
The first "shared use" undertaking is attached to the Master Agreement and is a sharing
agreement for space within existing City conduits. The space would be used to expand
Comelec service to the Dubuque Industrial Park and to facilitate Comlec's fiber-to-the-
home build outs. City would also gain access to existing Comelec conduit that would
provide the City with redundant access within the industrial park, a critical area of
business growth for the community, and license revenue.
BUDGETIMPACT
Approval of this request would have a positive budgetary impact to the City, including:
- City would receive access to 3,260 feet of conduit space that would provide it with
redundant access to the Dubuque Industrial Park.
- City would receive net revenue from the conduit space it is licensing to Comelec.
- Comelec would undertake the costs of lining 5,250 linear feet of empty conduit
with micro duct, retaining 1/3�d of the capacity for itself and transferring the
remaining 2/3rds to the City.
The total estimated value to the City in conduit access, services and license payments
is $75,100.
ACTION REQUESTED
Please review this Memo and Agreement and let us know if you have any questions.
We would respectfully request your approval and would ask that you forward this
information to the Dubuque City Council with a recommendation for their approval to
enter into the Master Co-Location and Shared Services Agreement and Project
Statement with Comelec Internet Services.
Thank you.
CC Crenna Brumwell, City Attorney
Steve Brown, Engineering
Barry Lindahl, Senior Counsel
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MASTER CO-LOCATION AND SHARED SERVICES AGREEMENT
BETINEEN
THE CITY OF DUBUQUE, IOWA
AND
COMELEC INTERNET SERVICES
The parties to this Master Shared Services Agreement ("AgreemenY') are Comelec Internet Services
(COMELEC), and the City of Dubuque, lowa (CITY), a municipal corporation organized and existing under
the laws of the State of lowa. The effective date ("Effective Date') of this Agreement shall be as of the last
date ofexecution.
RECITALS:
• COMELEC desires to co-locate and share services in the Greater Dubuque Region to facilitate
the expansion of broadband access, services and choice to its customers.
• CITY desires to co-locate and share services in the Greater Dubuque Region to facilitate the
expansion of broadband access, services and choice to citizens and businesses, and
provision of services to citizens of the community.
• Both COMELEC and CITY desire to reduce costs through the sharing of fixed assets and
ca pacity.
Now, therefore, in consideration of the promises and covenants contained herein, the Parties do hereby
mutually agree as follows:
SECTION 1. PROJECT STATEMENTS. In addition to this Master Agreement, COMELEC and CITY agree
to develop and sign Project Statements which will further define the description of facilities,
responsibilities, technical services and charges and other necessary terms for the implementation of
specific co-location and/or sharing activities. Project Statements may be incorporated into this
Agreement by both parties executing a supplemental Exhibit in the form of Exhibit D-1 of this
Agreement. For each additional activity in which a Project Statement is granted, the separate Exhibit D-
1, executed by both parties, will be attached hereto and titled so as to identify this Agreement, the
facilities affected, the resulting Fee and any other material terms and conditions relating to the
additional activity in which a Project Statement is granted hereunder. In the event of any conflict
between any term or condition of this Agreement and a future Project Statement, the terms and
conditions of this Agreement will control, unless the conflicting provisions of the Project Statement
expressly provide that the Parties intend for such conflicting terms to be given effect for such Project
Statement notwithstanding the provisions of this Agreement. Terms contained in a Project Statement
that are not contained in, and that do not conflict with, this Agreement shall be given effect.
SECTION 2. DESCRIPTION OF TECHNICAL AND SHARED SERVICES
2.1 Use of and Access to COMELEC Co-Location Facilities. CITY shall be responsible for all
installation and maintenance of its equipment at a COMELEC site, unless otherwise agreed to in writing
by COMELEC. Such installation and maintenance shall be conducted in accordance with any and all rules
as COMELEC might from time to time create and which include but are not limited to those contained in
Exhibit A, attached hereto and incorporated herein by reference. All CITY equipment shall remain the
sole property and responsibility of CITY.
2.2 Permission to Work at COMELEC Facilities. Plans for CITY Co-Location as described in any
Project Statement shall be completed by CITY and shall be submitted in writing to the designated
contact specified under Section 8 of this Agreement prior to commencement of any work. Such plans or
subsequent major alterations thereof must have the written approval of the designated contact
specified under Section 8 of this Agreement prior to commencement of any work. CITY shall also advise
the designated contact specified under Section 8 of this Agreement of security arrangements and the
names of those persons authorized to enter the COMELEC POP to work on CITY'S equipment.
2.3 Interconnection at COMELEC Facilities. The Parties agree that CITY'S co-location with COMELEC
is for the primary purpose of housing and operating CITY'S equipment connected to CITY'S network.
COMELEC, at its sole discretion, may permit CITY interconnection with a third party within a COMELEC
POP and if permitted, shall be only upon COMELEC prior written consent.
2.4 Non-exclusive Placement of Fiber in COMELEC Conduit. CITY may non-exclusively use COMELEC
conduit for the installation of fiber at its sole cost and expense and as approved within a Project
Statement. The use of the conduit shall be non-exclusive and COMELEC shall have the right to use said
conduit and allow other permittees to use the conduit. CITY shall also have the right to use the
COMELEC hand-holes located in the area for the purpose of installing the fiber. This use shall include
the right to penetrate the hand-holes with inter-duct for the purpose of installing the fiber. After the
installation, CITY shall restore the site of installation to its pre-installation condition. COMELEC shall
have the right at any time, with a 180-day notice, to require CITY at CITY'S sole cost and expense to
remove or relocate the fiber placed in the conduit by CITY (or other items installed in the conduit by
CITY) should it be deemed necessary by COMELEC for any reason, in COMELEC'S sole discretion,
including the repair, replacement, inspection or relocation of the conduit. If COMELEC requires CITY to
remove the fiber, COMELEC shall provide to CITY a reasonable opportunity to install conduit in a
different location which will allow CITY to replace the removed fiber. COMELEC shall not be liable to
CITY for any damages COMELEC or its agents or employees causes to said fiber (or other items) for any
reason including repairing, replacing, inspecting, relocating or working on the conduit. CITY hereby
releases and discharges COMELEC from any and all liability, costs, expenses, claims, demands or suit
CITY may have against COMELEC arising out of CITY'S installation, use,or maintenance of said fiber. CITY
hereby agrees to hold COMELEC harmless and does undertake to fully indemnify COMELEC from any
claims made against COMELEC arising out of CITY'S use of the conduit. CITY shall continue its
membership in the lowa Communities Assurance Pool during the Term or provide insurance comparable
to Schedules C and D.
2.5 Use of and Access to CITY Co-Location Facilities. COMELEC shall be responsible for all
installation and maintenance of its equipment at a CITY site, unless otherwise agreed to in writing by
CITY. Such installation and maintenance shall be conducted in accordance with any and all rules as CITY
might from time to time create and which include but are not limited to those contained in Exhibit B,
attached hereto and incorporated herein by reference. All COMELEC equipment shall remain the sole
property and responsibility of COMELEC.
2.6 Permission to Work at CITY Facilities. Plans for COMELEC Co-Location as described in any
Project Statement shall be completed by COMELEC and shall be submitted in writing to the designated
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contact specified under Section 8 of this Agreement prior to commencement of any work. Such plans or
subsequent major alterations thereof must have the written approval of the designated contact
specified under Section 8 of this Agreement prior to commencement of any work. COMELEC shall also
advise the designated contact specified under Section 8 of this Agreement of security arrangements and
the names of those persons authorized to enter the CITY POP to work on COMELEC equipment.
2.7 Interconnection at CITY Facilities. The Parties agree that COMELEC co-location with CITY is for
the primary purpose of housing and operating COMELEC'S equipment connected to COMELEC'S
network. CITY, at its sole discretion, may permit COMELEC interconnection with a third party within a
CITY POP and if permitted,shall be only upon CITY'S prior written consent.
2.8 Non-exclusive Placement of Fiber in Citv Conduit. COMELEC may non-exclusively use city
conduit for the installation of fiber at its sole cost and expense and as approved within a Project
Statement. The use of the conduit shall be non-exclusive and CITY shall have the right to use said
conduit and allow other permittees to use the conduit. COMELEC shall also have the right to use the city
hand-holes located in the area for the purpose of installing the fiber. This use shall include the right to
penetrate the hand-holes with inter-duct for the purpose of installing the fiber. After the installation,
COMELEC shall restore the site of installation to its pre-installation condition. There shall be no above
ground cabinets or markers in the right-of-way. CITY shall have the right at any time, with a 180-day
notice,to require COMELEC at COMELEC'S sole cost and expense to remove or relocate the fiber placed
in the conduit by COMELEC (or other items installed in the conduit by COMELEC ) should it be deemed
necessary by CITY for any reason, in CITY's sole discretion, including the repair, replacement, inspection
or relocation of the conduit, road or utilities in the right-of-way. If CITY requires COMELEC to remove
the fiber, CITY shall allow COMELEC a reasonable opportunity to install conduit in a different location
which will allow COMELEC to replace the removed fiber. CITY shall not be liable to COMELEC for any
damages CITY or its agents or employees causes to said fiber (or other items) for any reason including
repairing, replacing, inspecting, relocating or working on the conduit or roadway or while installing,
inspecting, maintaining, repairing or working on any utilities within said right-of-way area. COMELEC
shall be responsible for taking any and all action necessary to become a member of Diggers Hotline or
appropriate "One Call network", and abide by all "One Call Network" rules and regulations and shall
further be required to make arrangements for marking the location of its fiber as is necessary to protect
said fiber in case of any digging in the area. COMELEC hereby releases and discharges CITY from any and
all liability, costs, expenses, claims, demands or suit COMELEC may have against CITY arising out of
COMELEC 'S installation, use, or maintenance of said fiber. COMELEC hereby agrees to hold CITY
harmless and does undertake to fully indemnify CITY from any claims made against CITY arising out of
COMELEC'S use of the conduit. At all times COMELEC has fiber in CITY's conduit COMELEC shall provide
insurance as described in the attached Insurance Schedule, Exhibit D, as such schedule may from time to
time be amended by CITY.
SECTION 3. NON-INTERFERENCE.
Neither Party shall interfere with the other Party's equipment or the installation, operation, and
maintenance of such equipment. CITY shall not interfere with any of COMELEC other customer's
equipment or the installation, operation and maintenance of such equipment. COMELEC shall not
interfere with any of CITY'S other partner's equipment or the installation,operation and maintenance of
such equipment.
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The Parties agree that if COMELEC or CITY determines that the other's equipment is interfering with the
normal operation of COMELEC 'S or CITY's network or facilities, then it has the right, with notice to the
other's network management center, to disconnect the other's offending equipment. COMELEC or CITY
shall notify the other of the situation and allow the other to reconnect once the trouble-causing
condition(s) has been resolved.
SECTION 4. CHARGES —TERMS. The Project Statements will more fully describe the Charges and
Payment Terms provided under this Agreement.
SECTION 5. INDEMNIFICATION. Each Party shall indemnify, defend and hold the other harmless
from and against any and all damages suffered by the other including but not limited to damages to the
other's or third party equipment or facilities as well as claims and liabilities asserted against the other by
third parties arising out of the failure of the Party to perform in accordance with the terms and
conditions of this Agreement or any Project Statement. The Party shall indemnify, defend and hold
harmless from and against any and all damages suffered by the other and claims and liabilities asserted
against the other directly arising out of the negligence or intentional misconduct of the Party, its
employees or agents at the Parties' sites subject to this Agreement or any Project Statement.
Notwithstanding the foregoing, neither Party shall be liable to the other for indirect, special or
consequential damages.
SECTION 6. TERM. This Agreement shall become effective on the Effective Date and shall continue
until such time as all Project Statements have expired or have been terminated pursuant to this
Agreement, or until the mutual written agreement of the Parties.
SECTION 7 RIGHT TO TERMINATE. Either Party to this Agreement will have the right to
immediately terminate this Agreement without further obligation on its part under the following
conditions:
7.1 If at any time during the term of this Agreement a petition in bankruptcy of insolvency or for the
reorganization or for the appointment of a receiver or trustee of all or substantially all of the other
Party's assets is filed against the other Party in any court pursuant to any statute, either of the United
States or of any state, and the other Party fails to secure a discharge thereof within one hundred twenty
(120) days, or if the other Party voluntarily files a petition in bankruptcy or makes an assignment for the
benefit of creditors or petitions for or enters into any arrangement with creditors.
7.2 In the event the other Party fails to perform or performs improperly any obligation under this
Agreement or a Statement of Work, provided such failure or improper performance has not been cured
or rectified by the defaulting Party within thirty (30) days after its receipt of written notification of
cancellation, or in the event of a cure which requires in excess of thirty (30) days to complete, if the
other Party has not commenced such cure within thirty (30) days of such notice and is not diligently
prosecuting said cure to completion.
7.3 In the event that any certificate, permit, license or approval applied for or issued is canceled,
expires, lapses, or is otherwise withdrawn or terminated by governmental authority so that the site may
not be used for its intended purposes or the site is unsatisfactory or becomes unsatisfactory for the
intended purpose.
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7.4 In the event that any lease a Party has to use the site is terminated, lapses or expires.
7.5 In the event termination under this Section is the result of a Party's decision, conduct or
circumstance as herein described, the Party shall be required to account for Termination Liability as
follows: the Party shall pay to the other any and all documented unpaid expenses to date attributable to
the provision of services and shall reimburse the Party for any reasonable costs incurred by the other in
effecting the termination.
SECTION 8. NOTICES.
8.1 The following contact information is to be used for formal notices and any other times an
exchange of correspondence or billing information is required between COMELEC and CITY:
(1) Billing Contacts/Address:
COMELEC
Address:
CITY:
(2) Correspondence Address:
COMELEC
Address
CITY:
(3) Engineering, Operations and Technical Correspondence:
COMELEC
Address
CITY:
(4) Network Management Center(Emergency contacts):
COMELEC
Address:
CITY:
(5) Escorted Access request line (twenty-four(24) hours per day,seven (7) days per week):
COMELEC
Phone: or email
CITY Phone: or email
8.2 Each Party agrees to notify the other Party in the event of changes in the above information.
SECTION 9. ASSIGNMENT. This Agreement shall be binding upon and shall inure to the benefit of
the assignees, transferees or successors of the Parties, provided that neither Party shall assign, transfer
or sublet any of its rights or obligations hereunder without the prior written consent of the other Party
which consent shall not be unreasonably withheld. Assignment between a Party and a majority-owned
parent, affiliate,or subsidiary shall not require the consent of the other Party.
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SECTION 10. LIABILITY INSURANCE. COMELEC shall at all times during the term of this Agreement
and any subsequent terms thereof, provide insurance as described in the attached Insurance Schedules
C and D, as such schedules may from time to time be amended. CITY shall continue its membership in
the lowa Communities Assurance Pool during the Term or provide insurance comparable to Schedules C
and D.
SECTION 11. MAINTENANCE ACTIVITY. Each Party shall notify the other of co-location or related
system maintenance needs that require scheduled downtime. No such non-emergency downtime shall
be scheduled without prior approval of the other. The other shall be notified as soon as reasonably
possible in the event a Party is required to perform nonscheduled, emergency maintenance that may
impact the other's equipment or service.
a. Preventive maintenance shall be undertaken only between the hours of 12:00 a.m. to
5:00 a.m. local time. COMELEC shall provide to CITY and CITY shall provide to COMELEC at least
seven (7) days prior notice of Preventative Maintenance.
b. Emergency Maintenance or Repair: "Emergency Maintenance" shall mean repair work
not reasonably anticipated but which requires immediate action to restore network connectivity
or use or efforts to correct network conditions that are likely to cause an Outage and that
require immediate action. Work to address an Emergency Maintenance situation may degrade
the quality of or cause Outages in the Service(s). COMELEC or CITY may undertake Emergency
Maintenance at any time deemed necessary but shall make commercially reasonable efforts to
perform such maintenance within the hours identified for Preventative Maintenance if possible.
COMELEC or CITY shall provide notice of Emergency Maintenance to the other Party as soon as
is commercially practicable under the circumstances, but when reasonably possible, provide
notice twenty-four (24) hours in advance. Whenever prior notice is given, COMELEC or CITY
agrees to acknowledge notice of the emergency event in a reasonable period of time and in all
events, COMELEC or CITY will take necessary steps to notify key personnel internally in order for
COMELEC or CITY to correct or repair the affected area.
SECTION 12. FORCE MAIEURE. Neither Party shall be liable for any delay in performance or inability
to perform caused by a Force Majeure Event (as hereinafter defined). As used herein, "Force Majeure
EvenY' shall mean any act or omission of any governmental authority, fires, strikes, lockouts, labor
disputes, terrorism, sabotage, acts or omissions of the other Party (irrespective of whether excused),
acts of a third party, and any other act of God, event or occurrence, irrespective of whether similar to
the foregoing, that is beyond the reasonable control of the Party claiming the Force Majeure Event that
affects its ability to perform. A Force Majeure Event shall be deemed to be terminated when its effects
on future performance have been substantially eliminated. A Party claiming a Force Majeure Event shall
provide the other Party prompt notice of the initiation of the Force Majeure Event and of the
termination of such event., Notwithstanding the foregoing provisions, settlement of a strike, lockout, or
other labor dispute shall be deemed beyond the control of the Party claiming excuse thereby regardless
of the cause of, or the ability of such Party to settle such dispute.
SECTION 13. REPRESENTATIONSAND WARRANTIES.
13.1 As an inducement to enter into this Agreement and to consummate the transactions
contemplated herein,CITY hereby covenants, represents and warrants to COMELEC as follows:
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(1) CITY is an lowa municipal corporation duly organized, validly existing and in good
standing under the laws of the State of lowa, with adequate power and authority to enter into
this Agreement, and has or will take all action necessary to enable it to conduct all activity
contemplated by this Agreement or Project Statements prior to undertaking such activity.
(2) This Agreement has been duly authorized, executed and delivered by COMELEC and,
assuming due authorization, execution and delivery by CITY, constitutes a valid, legal and
binding agreement, enforceable against COMELEC in accordance with its terms, except to the
extent that the enforceability of remedies herein provided may be limited under applicable laws
relating to specific performance, bankruptcy and creditors' rights.
(3) No approval, consent or withholding of objections is or will be required from any
federal, state or local governmental authority or instrumentality with respect to the entry into
or performance of this Agreement by COMELEC, except such as have already been obtained.
13.2 As an inducement to enter into this Agreement and to consummate the transactions
contemplated herein,COMELEC hereby covenants, represents and warrants to CITY as follows:
(1) COMELEC is a for-profit corporation organized, validly existing and in good standing
under the laws of the State of lowa with adequate power and authority to enter into this
Agreement, and has or will take all action necessary to enable it to conduct all activity
contemplated by this Agreement or Project Statements prior to undertaking such activity.
(2) This Agreement has been duly authorized, executed and delivered by CITY and,
assuming due authorization, execution and delivery by COMELEC, constitutes a valid, legal and
binding agreement, enforceable against CITY in accordance with its terms, except to the extent
that the enforceability of remedies herein provided may be limited under applicable laws
relating to specific performance, bankruptcy and creditors' rights.
(3) No approval, consent or withholding of objections is or will be required from any
federal, state or local governmental authority or instrumentality with respect to the entry into
or performance of this Agreement by CITY, except such as have already been obtained.
SECTION 14. MISCELLANEOUS.
14.1 The paragraph headings used herein are for convenience only and shall not be construed in
interpreting this Agreement.
14.2 Each paragraph and provision of this Agreement is severable from the entire Agreement, and if
one provision shall be declared invalid, the other provisions shall remain in full force and effect without
regard to the invalidity of said provision.
14.3 The failure of either Party to enforce any of the provisions of this Agreement or the waiver
thereof in any instance shall not be construed as a general waiver or relinquishment on its part of any
such provisions, but the same shall, nevertheless, be and remain in full force and effect.
14.4 The terms of this Agreement constitute the entire Agreement between the Parties and no
previous communications, representations or agreements, either oral or written, between the Parties
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with respect to the subject natter hereof shall vary the terms of this Agreement. This Agreement is
subject to modification if mutually agreed by the Parties in writing.
14.5 Any notice or request required or desired to be given or made hereunder shall be in writing and
shall be effective if delivered in person or sent by certified mail, return receipt requested, and received
by the recipient Party at the address previously indicated or such other address as shall hereafter be
furnished by a Party in writing, from time to time, to the other Party.
14.6 This Agreement and performance thereunder shall be governed by the laws of the State of Iowa.
Signed and in effect by the Parties on the date last written below.
CITY OF DUBUQUE: COMELEC INTERNET SERVICES:
BY:
NAME:
TITLE:
DATE:
Roy D. Buol
Mayor
April 1, 2019
BY:
NAME:
TITLE:
DATE:
F:\Users\tsteckle\Lindahl\Agreements\Comelec Master Co -Location & Shared Services Agreement_092518.docx
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Exhibit A
Co-Location Rules and Policies-COMELEC
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Exhibit B
Co-Location Rules and Policies -CITY
COMELEC is responsible for following and ensuring its agents and representatives follow these Co-
location Rules and Policies concerning use of and access to CITY'S POP and co-location space. CITY
reserves the right, in its sole discretion,to suspend or terminate service if COMELEC or any COMELEC
representative violates the rules and policies set forth below.
Access to CITY POP
Only those individuals identified in writing by COMELEC on the Co-Location Agreement may access
CITY'S POP. COMELEC shall deliver prior written notice to CITY of any changes to the list of authorized
representatives. COMELEC and its authorized representatives shall not allow any other persons to have
access to or enter the CITY POP. COMELEC and its authorized representatives may only access that
portion of CITY'S POP made available by CITY to COMELEC for the placement of COMELEC'S equipment
and use of the Co-location Services (the "COMELEC Space'). COMELEC must obtain the proper CITY
authorization and be accompanied by a representative of CITY'S Information Service Office, as required,
prior to accessing any area within a CITY Facility. Failure to do so may result in immediate termination of
COMELEC services. In addition,
• COMELEC agrees to observe and follow all current rules, policies and procedures for
each CITY site where COMELEC obtains services.
• Security Access. COMELEC shall comply with the security access procedures for the
specific CITY Facility.
• CITY Access. CITY reserves the right to open, inspect, disconnect and recover COMELEC'S
equipment that is overheating, smoking, etc.
• Equipment. COMELEC equipment must be UL-certified.
Conduct at CITY POP
COMELEC and its authorized representatives agree to adhere to and abide by all security and safety
measures in effect at a particular CITY facility. COMELEC is responsible for keeping its COMELEC'S Space
clear and free of debris and refuse at all times. COMELEC and its authorized representatives shall not:
• Breach or attempt to breach, the security at a CITY Facility;
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• Misuse or abuse or otherwise interfere with any property or equipment of CITY,CITY'S
other partners,or another third party;
• Harass any individual, including representatives of CITY and of other CITY partners.
• Engage in any activity that is in violation of the law or aids or assists any criminal activity
while on CITY property.
• Permit any explosive,flammable or combustible material or any hazardous or toxic
materials to be located in or about the Co-location Site;
• Bring in food or beverages; tobacco products; alcohol; illegal drugs; other intoxicants;
magnetic objects or electro-magnetic devices which could reasonably interfere with
computer and telecommunications equipment; or photographic or recording equipment
of any kind (except data back-up equipment).
Equipment and Connections
Each piece of COMELEC equipment installed in a CITY Facility must be clearly labeled with COMELEC'S
name (or code name provided in writing to CITY),and individual component identification. Each
connection to and from a piece of COMELEC equipment shall be clearly labeled with COMELEC'S name
(or code name provided in writing to CITY),and the starting and ending point of the connection.
COMELEC is responsible for all COMELEC equipment. COMELEC equipment must be configured and run
at all times in compliance with the manufacturer's specifications, including power outlet, power
consumption and clearance requirements. COMELEC must use its best efforts to provide CITY with at
least 24 hours prior notice any time it intends to connect or disconnect any COMELEC equipment or
other equipment. COMELEC shall not place any hardware or other equipment in the CITY Facility that
has not been identified in writing to CITY.
Online Content
COMELEC acknowledges that CITY has no control whatsoever over the content of the information
passing through COMELEC'S site(s).
Modification of Rules and Regulations
CITY reserves the right to amend,alter or modify these rules and policies at any time in its sole and
absolute discretion. Any amendment or modification is effective when posted and emailed to COMELEC
per Section 8, and any use of the CITY services after posting will be considered acceptance of the
amendment or modification.
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Exhibit C
Notice of Insurance Covera�e for Citv of Dubuque
COMELEC acknowledges that City is a member of the lowa Communities Assurance Pool (ICAP). City
shall maintain its membership in ICAP or at its option purchase general liability insurance with
equivalent coverage. City shall provide COMELEC with a certificate showing City's ICAP coverage.
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Exhibit D
City of Dubuque Insurance Requirements for General, Artisan or
Trade Contractors, Subcontractors or Sub Subcontractors
Insurance Schedule B
Class A:
Asbestos Removal Earthwork Piles&Caissons Steel
Asphalt Paving Electrical Plumbing Storm sewers
Concrete Elevators Retaining Walls Structural Steel
Construction Managers Fiber Optics Reinforcement Trails
Cranes Fire Protection Roofing Tunneling
Culverts Fireproofing Sanitary5ewers Watermain
Decking General Contractors Sheet Metal
Demolition HVAC Site Utilities
Deconstruction Mechanical Shoring
Paving&Surfacing Special construction
Class B:
Chemical Spraying Masonry Stump Grinding
Doors, Window&Glazing Vehicular Snow Removal Tank Coating
Drywall Systems Painting&Wall Covering Tree Removal
FertilizerApplication PestControl TreeTrimming
Geotech Boring Scaffolding Tuckpointing
Insulation Sidewalks Waterproofing
Finish Carpentry Plastering Well Drilling
Landscaping Rough Carpentry
Class C:
Carpet Cleaning
Carpet&Resilient Flooring
Caulking&Sealants
Acoustical Ceiling
Filter Cleaning
General Cleaning
Grass Cutting
Janitorial
Non Vehicular Snow&Ice Removal
Office Furnishings
Power Washing
Tile &Terrazzo Flooring
Window Washing
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Insurance Schedule B (continued)
INSTRUCTIONS FOR INSURANCE SUBMITTAL:
Contractor shall furnish a signed Certificate of Insurance to the City of Dubuque, lowa for the
coverage required in Exhibit D prior to commencing work and at the end of the project if the
term of work is longer than 60 days. Providers presenting annual certificates shall present a
Certificate at the end of each project with the final billing. Each Certificate shall be prepared
on the most current ACORD form approved by the lowa Department of Insurance or an
equivalent. The issued certificate must clearly indicate Project name:MASTER CO-LOCATION AND
SHARED SERVICES AGREEMENT
BETINEEN
THE CITY OF DUBUQUE, IOWA
AND
COMELEC INTERNET SERVICES
1. All policies of insurance required hereunder shall be with a carrier authorized to do
business in lowa and all carriers shall have a rating of A or better in the current A.M.
Best's Rating Guide.
2. Each Certificate required shall be furnished to the City of Dubuque
Finance Department.
3. Failure to provide minimum coverage shall not be deemed a waiver of these
requirements by the City of Dubuque. Failure to obtain or maintain the required
insurance shall be considered a material breach ofthis contract.
4. Subcontractor(s) and sub subcontractor(s) performing work or service shall provide a
Certificate of Insurance in accord with its' respective classification. The City of Dubuque
may request a copy of a subcontractor(s) Certificate of Insurance from the general
contractor.
5. All required endorsements to various policies shall be attached to the Certificate of
insurance.
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6. Whenever an ISO form is referenced the current edition must be used.
7. Contractor shall be required to carry the minimum coverage/limit, or greater if required
by law or other legal agreement, in Exhibit I - Insurance Schedule B. If the provider's
limit of liability is higher than the required minimum limit then the provider's limit shall
be this agreement's required limit.
8. Contractor shall be responsible for deductibles and retainage.
Insurance Schedule B (continued)
Exhibit I
A) COMMERCIAL GENERAL LIABILITY
General Aggregate Limit $2,000,000
Products-Completed Operations Aggregate Limit $2,000,000
Personal and Advertising Injury Limit $1,000,000
Each Occurrence $1,000,000
Fire Damage Limit(any one occurrence) $ 50,000
Medical Payments $ 5,000
a) Coverage shall be written on an occurrence,not claims made,form.The general liability coverage shall
be written in accord with ISO form CG0001 or business owners form BP0002. All deviations from the
standard ISO commercial general liabilityform CG 0001,or Business ownersform BP 0002,shall be
clearly identified.
b) Include ISO endorsement form CG 25 04"Designated Location(s)General Aggregate LimiY'or CG 25 03
"Designated Construction Project(s)General Aggregate LimiY'as appropriate.
c) Include endorsement indicatingthat coverage is primary and non-contributory.
d) Include endorsement to preserve Governmental Immunity.(Sample attached).
e) Include an endorsement that deletes anyfellow employee exclusion.
f) Include additional insured endorsement for:
The City of Dubuque,including all its elected and appointed officials,all its employees and
volunteers,all its boards,commissions and/or authorities and their board members,employees
and volunteers.Use ISO form CG 2010. Ongoing operations.
g) All contractors shall include The City of Dubuque(per the above verbiage)as an additional insured for
completed operations under ISO form CG 2037 during the project term and for a period of two years
after the completion of the project.
B) AUTOMOBILE LIABILIIY 51,000,000 (Combined Single Limit)
C) WORKERS'COMPENSATION&EMPLOYERS LIABILITY
Statutory Benefits covering all employees injured on the job by accident or disease as prescribed by
lowa Code Chapter 85.
Coverage A Statutory—State of lowa
Coverage B Employers Liability
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Each Accident $100,000
Each Employee-Disease $100,000
Policy Limit-Disease $500,000
Policy shall include an endorsement providing a waiver of subrogation to the City of Dubuque.
Coverage B limits shall be greater if required by Umbrella Carrier.
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D) Umbrella Liabilitv
Umbrella liability coverage must be at least following form with the underlying policies included
herein.
All Class A contractors with contractvalues in excess of$10,000,000 must have an umbrella of
$10,000,000.
All Class A and Class B contractors with contract values between$500,000 and $10,000,000 must have
an umbrella of$3,000,000.
All Class A and B contractors with contractvalues less than$500,000 must have an umbrella of
$1,000,000.
All Class C contractors are not required to have an umbrella.
E) Pollution LiabilitV Coverage required: yes _*_no
Pollution Liability coverage shall be required if project involves any pollution exposures including
abatement of hazardous or contaminated materials including, but not limited to, the removal of lead,
asbestos,or PCB's. Pollution product and complete operations coverage shall also be covered.
$2,000,000 each occurrence
$4,000,000 policy aggregate
a) Policy to include premises and transportation coverage.
b) Include additional insured as stated in Ae above.
c) Include preservation of governmental immunity as stated in Ad above.
F) Railroad Protective Liabilitv Coverage required: yes *_no
Any Contract for construction or demolition work on or within Fifty feet(Sd)from the
edge of the tracks of a railroad and effecting any railroad bridge or trestle,tracks,
roadbeds,tunnel, underpass, or crossing for which an easement or license or
indemnification of the railroad is required, shall require evidence of the following
additional coverages.
Railroad Protective Liability:
$ each occurrence (per limits required by Railroad)
$ policy aggregate (per limits required by Railroad)
OR
An endorsement to the Commercial General Liability policy equal to I50 CG 2417(Contractual
Liability-Railroads). A copy of this endorsement shall be attached to the Certificate of Insurance.
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Preservation of Governmental Immunities Endorsement
1. Nonwaiver of Governmental Immunitv.The insurance carrier expressly agrees and states that the
purchase of this policy and the including of the City of Dubuque, lowa as an Additional Insured does
not waive any of the defenses of governmental immunity available to the City of Dubuque, lowa
under Code of lowa Section 670.4 as it is now exists and as it may be amended from time to time.
2. Claims Covera�e.The insurance carrier further agrees that this policy of insurance shall cover only
those claims not subject to the defense of governmental immunity under the Code of lowa Section
670.4 as it now exists and as it may be amended from time to time.Those claims not subject to
Code of lowa Section 670.4 shall be covered by the terms and conditions of this insurance policy.
3. Assertion of Government Immunitv. The City of Dubuque, lowa shall be responsible for asserting any
defense of governmental immunity, and may do so at any time and shall do so upon the timely
written request of the insurance carrier.
4. Non-Denial of Covera�e.The insurance carrier shall not deny coverage under this policy and the
insurance carrier shall not deny any of the rights and benefits accruing to the City of Dubuque, lowa
under this policy for reasons of governmental immunity unless and until a court of competent
jurisdiction has ruled in favor of the defense(s) of governmental immunity asserted by the City of
Dubuque, lowa.
No Other Chan�e in Policv.The above preservation of governmental immunities shall not otherwise
change or alter the coverage available under the policy.
SPECIMEN
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Exhibit D-1
PROJECT STATEMENT: Sharing agreement# 1 between COMELEC and City of Dubuque
Pursuant to the Master Co-locations and Shared Services Agreement between City of Dubuque and
COMELEC,dated and attached hereto,the Parties hereby agree to the
following PROJECT STATEMENT:
Narrative description of co-location and service sharing:
City will provide COMELEC access to an existing one inch conduit running from approximately 4190
Pennsylvania Avenue, to approximately 3500 Pennsylvania Avenue (5250 linear feet). This conduit
access is valued and charged at$5 per linear foot.
In return,COMELEC will:
1. Populate the leased conduit with three 10/8ths inch micro-conduit,with COMELEC retaining one
micro-duct and two micro-duct being transferred to the City.
2. Provide City with a detailed invoice for the costs of populating the conduit.
3. Deduct the costs of population of the conduit from the charged value of$5 per linear foot and pay to
City the remaining sum in twenty equal annual payments.
City will provide COMELEC access to existing conduit running from approximately the intersection of
Radford Road and Chavanelle Road to the intersection of Seippel Road and Commerce Park (97701inear
feet). This conduit access is valued and charged at$5 per linear foot.
In return,COMELEC will:
1. Place a new handhold at Commerce Park.
2. Provide City with access to a conduit running from the City handhold at approximately the
intersection of Pennsylvania Avenue and Radford Road to the city handhold at the intersection of
Radford Road and Chavanelle Road (3260 linear feet). The conduit access is valued and charged at$5
per linear foot. It shall be City's responsibility to line the conduit,and once lined may be used for any
lawful purpose.
3. Deduct the annual costs of such access on Radford from the payments owed to City for Comelec
access to the City conduit above and pay the remaining sum in twenty equal annual payments.
Term of Project: Twenty (20) year term beginning April 1, 2019 and running through March 31, 2039.
Comelec or City may request up to two five year extensions of the agreement at the same annual cost,
and such extension shall not be unreasonably denied.
Exchange of Value:
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The value provided by City to COMELEC is$75,100.
The value provided by COMELEC to City is$75,100.
Project accepted:
By:
Michael C. Van Milligan, Dubuque City Manager Date
By:
,Comelec Internet Services Date
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