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Updated Water Meter Wireless Network Equipment License AgreementsCity of Dubuque City Council Meeting Consent Items # 13. Copyrighted April 18, 2022 ITEM TITLE: Updated Water Meter Wireless Network Equipment License Agreements SUMMARY: City Manager recommending City Council approval of amended and restated agreements between the City of Dubuque and Dubuque Community School (Table Mound School,) Wartburg Seminary, St. Joseph's Key West Parish, and Holy Family Schools (Wahlert) for additional wireless water meter reading collection equipment, specifically R900 Gateway Fixed Network Data Collector Water Meter Collectors to be installed and operated at each site. SUGGESTED Suggested Disposition: Receive and File; Approve DISPOSITION: ATTACHMENTS: Description Type Amended and Restated Water Meter Wireless Network City Manager Memo Equipment License Agreements-MVM Memo Amended Agreements for Water Meter Wireless Staff Memo Equipment Memo to the City Manager AMENDED AND RESTATED WIRELESS NETWORK EQUI PMENTAGREEMENT CITY OF Supporting Documentation DUBUQUE AND DUBUQUE COMMUNITY SCHOOLS AMENDED AND RESTATED WIRELESS NETWORK EQUI PMENTAGREEMENT CITY OF Supporting Documentation DUBUQUE AND WARTBURG SEMINARY AMENDED AND RESTATED WIRELESS NETWORK EQUIPMENT LICENSE AGREEMENT Supporting Documentation St Joe Key West AMENDED AND RESTATED WATER METER WIRELESS NETWORK EQUIPMENT LICENSE Supporting Documentation AGREEMENT Holy Family Schools Wahlert THE CITY OF Dubuque DUB TEE1. All -America City Masterpiece on the Mississippi � pp zoo�•*o 13 zoi720zoi9 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Updated Water Meter Wireless Network Equipment License Agreements DATE: April 13, 2022 Information Services Manager Chris Kohlmann is recommending City Council approval of amended and restated agreements between the City of Dubuque and Dubuque Community School (Table Mound School,) Wartburg Seminary, St. Joseph's Key West Parish, and Holy Family Schools (Wahlert) for additional wireless water meter reading collection equipment, specifically R900 Gateway Fixed Network Data Collector Water Meter Collectors to be installed and operated at each site. I concur with the recommendation and respectfully request Mayor and City Council approval. v Mic ael C. Van Milligen MCVM:sv Attachment CC' Crenna Brumwell, City Attorney Cori Burbach, Assistant City Manager Chris Kohlmann, Information Services Manager Christopher Lester, Water Department Manager Dubuque THE CITY OF " DUB E IIFMmeriw Cft (ti I I 2007*2012.2013 2017*2019 Masterpiece on the Mississippi TO: Michael C. Van Milligen, City Manager FROM: Chris Kohlmann, Information Services Manager SUBJECT: Updated Water Meter Wireless Network Equipment License Agreements DATE: April 12, 2022 INTRODUCTION The purpose of this memo is to request approval of amended and restated agreements between the City of Dubuque and Dubuque Community School (Table Mound School,) Wartburg Seminary, St. Joseph's Key West Parish and Holy Family Schools (Wahlert) for additional wireless water meter reading collection equipment, specifically R900 Gateway Fixed Network Data Collector Water Meter Collectors to be installed and operated at each site. The R900 Gateway (Antennae, Collector) receives, stores, and communicates meter reading data from customers' R900 Meter Interface Unit (MIU) and is replacement for the R450 network. BACKGROUND Beginning in 2010, the City entered into wireless network equipment license agreements for placement of R450 collector, antennae, and telecommunications equipment on six non -city -owned sites of the fifteen total collector sites supporting the automated water meter reading network. The following four sites need restated and updated agreements to support a planned R900 installation. • Dubuque Community School District (Table Mound School) Original Agreement 5/3/2010 and Amended 4/2/2012; • Wartburg Seminary Original Agreement 1/31/2012; • St. Joseph's Key West Parish Original Agreement 5/17/2010-1 and • Holy Family Schools (Wahlert High School) Original Agreement 4/17/2010 DISCUSSION Over the next 60 days, the Water Department proposes Racom to install the R900 equipment at the listed sites per the terms described in the amended and restated agreements. Site contacts have been identified and will coordinate the specific timing of the work. The R450 and R900 networks will both be operational for up to 5 years as the meter interface units are replaced on households. BUDGETIMPACT The R900 Water Meter Collector replacement is part of the 5-Year CIP and provides funding (740-2052) for a proactive 5-year MIU replacement program. The project — "Water Meter Product Replacement Program (Registers and MIU's)" is to be carried by both Water and Sanitary Sewer funding. FY22 Funding reflects the replacement of 4557 MIUs to be replaced at a reduced cost as they would still be under full warranty, and years FY23 thru FY26 reflect the replacement of 5,000 MIUs per year to complete the project for those MIUs no longer under warranty. As part of the program, Ferguson Water Works will be making an investment estimated to be $240,000 in the necessary infrastructure to support the City's transition from the R450 system to the R900 System. The investment includes new collectors and necessary wiring and conduit at 15 sites to support the new technology. RECOMMENDED ACTION I would respectfully request approval of the attached Amended and Restated Agreements. Please let me know if you have any questions. c.c. Crenna Brumwell, City Attorney Barry Lindahl, Senior Counsel Jenny Larson, Finance and Budget Director Chris Lester, Water Department Manager Joe Pregler, Senior Network Administrator AMENDED AND RESTATED WATER METER WIRELESS NETWORK EQUIPMENT LICENSE AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA AND DUBUQUE COMMUNITY SCHOOL DISTRICT This Amended Water Meter Wireless Network Equipment License Agreement (the Agreement), dated for reference purposes the 21st day of April , 2022, is made and entered into by and between the City of Dubuque, Iowa, an Iowa municipal corporation, whose address is City Hall, 50 W. 13th Street, Dubuque, IA 52001 (City) and Dubuque Community School District, whose address is 2300 Chaney Road, Dubuque, IA 52001 (Grantor). WHEREAS, City and Dubuque Community School District entered into a Water Meter Wireless Network Equipment License Agreement, dated the 3rd of May, 2010 (the Original Agreement); and an Amended Agreement dated the 2nd of April, 2012 (Agreement); and WHEREAS, this equipment is part of water meter replacement project for the City of Dubuque; and WHEREAS, City, and Dubuque Community School District desire to affirm, amend, and restate the Original Agreement as set forth herein. NOW, THEREFORE, IT IS AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS: SECTION 1. LICENSE GRANTED. 1.1. Grantor hereby grants to City a license (the License) to install, operate and maintain the following equipment at Table Mound (the Site): (1) The R450 Data Collector Wireless Network System (Antennae, Collector, AC -power supply, Ethernet modem) receives, stores, and communicates meter reading data from customers' R450 Meter Interface Unit (MIU) (see Exhibit A attached hereto); (2) The R450 Data Collector Wireless Network System utilizes frequencies in the 450-470 MHz licensed band to receive meter reading data from the MIU; (3) The R450 Data Collector requires non -conditioned 120V AC, 1.0A, 60Hz and will be wall mounted within the telecommunications area; (4) R450 Mhz Antennae will be roof -mounted with no greater than 150' of cable connected from it to the R450 Data Collector at a height of no greater than thirty-five feet (35') from the ground level up; (5) The R450 Data Collector will utilize one strand of I -Net Fiber located at the site for transmission of data collected to a server located at City Hall Annex; (6) A low power 900mhz broad band access point —mounted in the same location as the R450 data collector — 40' from finished ground. Coax will run to the radio which will be mounted in the network room and it will be connected back to the City's server on a single strand of I -net fiber. The antenna on the roof will be a 180-degree panel that it about 3.5' in height; (7) The R900 Gateway Fixed Network Data Collector Wireless Network System (Antennae, Collector) receives, stores, and communicates meter reading data from customers' R900 Meter Interface Unit (MIU) (see Exhibit B attached hereto); (8) The R900 Gateway Fixed Network Data Collector Wireless Network System utilizes frequencies in the 910-920 MHz unlicensed band to receive meter reading data from the MIU; and (9) The R900 Mhz Antennae will roof -mounted. The antenna has a length of no greater than 4'. (collectively called the Water Meter Wireless Network Equipment). 1.2. Grantor reserves the right to require City to relocate its Water Meter Wireless Network Equipment to other locations at the Site. City shall complete the relocation of its Water Meter Wireless Network Equipment within thirty (30) days after receiving written notice from Grantor. The relocation shall be at City's expense. SECTION 2. TERM. The initial term of this Agreement shall commence on the date the Agreement is executed by both parties (the Commencement Date) and ending at midnight on the 31st day of May, 2051 (the Initial Term), subject to all of the terms, covenants, conditions and agreements contained herein. City shall have the option to renew this Agreement for two (2) additional terms of five (5) years each by giving written notice to Grantor of City's exercise of this option at least sixty (60) days before the expiration of the term during which such notice is given. SECTION 3. LICENSE FEE. City shall pay to Grantor as the annual fee for the License the sum of one dollar ($1.00) on the Commencement Date, and for each year thereafter on the anniversary of the Commencement Date. I SECTION 4. USE OF LICENSE. 4.1. City and its agents shall use the License granted herein for the installation, operation, and maintenance of its Water Meter Wireless Network Equipment for the transmission, reception and operation of a Water Meter Wireless Network Meter Reading Collection System and uses incidental thereto and for no other uses. City agrees to reasonably cooperate with Grantor on the discrete and safe placement of the Water Meter Wireless Network Equipment. 4.2. City and its agents shall, at City's expense, comply with all present and future federal, state, and local laws, ordinances, rules and regulations (including laws and ordinances relating to health, radio frequency emissions, and safety) in connection with the use, operation, maintenance, construction and/or installation of the Water Meter Wireless Network Equipment. 4.3. The Water Meter Wireless Network Equipment shall at all times remain City's personal property and not fixtures to the real estate. Upon termination of this Agreement, City shall remove the Water Meter Wireless Network Equipment and any improvements from the Site within ninety (90) days after termination. Such removal shall be done in a workmanlike and careful manner and without interference with or damage to any other equipment, structures or operations on or within the Site. 4.4. Upon removal of the Water Meter Wireless Network Equipment (or portions thereof) as provided herein, City shall restore the affected areas of the Site to the conditions which existed prior to commencement of this Agreement, reasonable wear and tear excepted. 4.5. All costs and expenses for the removal and restoration of the Site to be performed by City pursuant to Sections 4.3 and 4.4 herein shall be borne by City, and City shall hold Grantor harmless therefrom. SECTION 5. CONSTRUCTION STANDARDS. The Water Meter Wireless Network Equipment shall be installed in and on the Site in a discrete, good and workmanlike manner. SECTION 6. INSTALLATION OF EQUIPMENT. 6.1. City shall have the right, at its sole cost and expense, to install, operate and maintain its Water Meter Wireless Network Equipment in and on the Site in accordance with all site standards, statutes, ordinances, rules and regulations now in effect or that may be issued thereafter by the Federal Communications Commission or any other governing bodies. 6.2. City's installation of such Water Meter Wireless Network Equipment shall be done according to plans approved by Grantor, which approval shall not be 3 unreasonably withheld. Any damage done to the Site and/or other structures by City or its contractors or representatives during installation and/or operations shall be repaired or replaced as soon as practicable at City's expense and to Grantor's reasonable satisfaction. 6.3. Within thirty (30) days after the completion of the initial installation of the Water Meter Wireless Network Equipment, City shall provide Grantor with as -built drawings of the Water Meter Wireless Network Equipment and the improvements installed in or on the Site which show the actual location of all equipment and improvements. Said as -built drawings shall be accompanied by a complete inventory of all Water Meter Wireless Network Equipment located in and on the Site. 6.4. City's installation, maintenance and use of the Water Meter Wireless Network Equipment shall not interfere with Grantor's communication systems, cellular telephone services or Internet system or fiber optic system now or hereafter used at any Grantor site. SECTION 7. EQUIPMENT UPGRADE. City may update or replace the Water Meter Wireless Network Equipment from time to time with the prior written approval of Grantor, which approval shall not be unreasonably withheld, provided that the replacement Water Meter Wireless Network Equipment is not greater in number or size than the existing Water Meter Wireless Network Equipment and that any change in equipment locations in or on the Site shall require the prior written approval of Grantor. City shall submit to Grantor a proposal for any such replacement Water Meter Wireless Network Equipment and any supplemental materials for Grantor's evaluation not less than thirty (30) days prior to City's intended date of such update or replacement. SECTION 8. MAINTENANCE. 8.1. City shall, at its own expense, maintain the area of the Site where the Water Meter Wireless Network Equipment is located and any equipment in, on or attached to the Site in a safe condition, in good repair and in a manner suitable to Grantor so as not to conflict with the use, including other leasing, of other portions of the Site by Grantor. 8.2. City shall have sole responsibility for the maintenance, repair, and security of its Water Meter Wireless Network Equipment, and City shall keep the same in good repair and condition during the term of this Agreement, and as such Agreement may be renewed and extended. 8.3. City shall keep the area of the Site where the Water Meter Wireless Network Equipment is located free of debris and anything of a dangerous, noxious or offensive nature or which would create a hazard or undue vibration, heat, noise or interference. Il 8.4. In the event that Grantor undertakes painting, construction, repair or other alterations in or on the Site, City shall take reasonable measures at City's cost to cover and protect City's Water Meter Wireless Network Equipment from any damage which may occur during the painting, construction or alteration process. Grantor shall notify City at least ten (10) days prior to any construction, painting, repair or alterations commencing, unless such construction, painting, repair or alterations must be made on an emergency basis, in which case Grantor shall notify City as soon as practicable. Unless resulting from negligent actions or omissions of, or willful misconduct of Grantor, its employees, agents or contractors, Grantor shall not be liable for any damage incurred by City from such painting, construction, repair or alterations. SECTION 9. PREMISES ACCESS. City shall have access during normal business hours (Monday - Friday 8am - 5pm) to the Site by means reasonably designated by Grantor, subject to Grantor's reasonable notice requirements in order to install, operate and maintain its Water Meter Wireless Network Equipment. SECTION 10. OPTION TO TERMINATE. City shall have the unilateral right to terminate this Agreement at any time by giving written notice of termination to Grantor. Grantor shall have the right to terminate this Agreement at any time by giving not less than one hundred twenty (120) days prior written notice to City. Upon such termination, City shall remove the Water Meter Wireless Network Equipment in accordance with Section 4 herein. SECTION 11. MUTUAL INDEMNIFICATION. 11.1 City's Indemnification. City agrees to defend, indemnify, and hold Grantor harmless from and against all liability, damages, losses, costs, causes of action, charges and expenses, including reasonable attorney fees, which Grantor may sustain, incur or be liable for arising out of or related to the negligence or omissions of City, its officers, employees, or agents in the use or occupancy of the Site and its facilities and the use and operation of the Water Meter Wireless Network Equipment and any breach of its contractual obligation to the Grantor. 11.2 Grantor's Indemnification. Grantor agrees to defend, indemnify, and hold City harmless from and against all liability, damages, losses, costs, causes of action, charges and expenses, including reasonable attorney fees, which City may sustain, incur or be liable for arising out of or related to the negligence of Grantor, its officers, employees, or agents. 11.3 Limitation of Liability. Notwithstanding Sections 11.1 and 11.2, the liability of City and Grantor shall be limited to only those incidents covered by insurance plus any deductible or retained interests provided each party carries appropriate insurance, but if a party is not insured, such party shall fully indemnify the other as provided in Section 11.1 and 11.2. There shall be no subrogation for losses to 5 either party which are covered by insurance including payment by City or its insurance carrier of worker's compensation to its employees. 11.4 No Liability. Grantor shall have no liability for damage or loss or downtime due to interference or interruption of the fiber optic system. Grantor shall cooperate with City to restore service as soon as possible after any interference or interruption. 11.5 Defective Equipment. City shall be solely responsible for damage caused by any defect or malfunction of the Water Meter Wireless Network Equipment it installs on Grantor's property. SECTION 12. NOTICES. All notices and correspondence shall be sent by regular U.S. mail to the following: City: City Manager City of Dubuque City Hall, 50 W. 13th Street Dubuque, IA 52001-4845 Grantor: Dubuque Community School District Address: 2300 Chaney Road Dubuque, IA 52001 Attn: Superintendent SECTION 13. BINDING EFFECT. All of the covenants, conditions, and provisions of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. SECTION 14. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties and supersedes any prior understandings or oral or written agreements between the parties respecting the within subject matter. SECTION 15. MODIFICATIONS. This Agreement may not be modified, except in writing signed by both parties. SECTION 16. MISCELLANEOUS. 16.1 Grantor and City represent that each, respectively, has full right, power, and authority to execute this Agreement. 16.2 This Agreement shall be construed in accordance with the laws of the State of Iowa. n 16.3 If any term of this Agreement is found to be void or invalid, such invalidity shall not affect the remaining terms of this Agreement, which shall continue in full force and effect. 16.4 In any case where the approval or consent of one party hereto is required, requested or otherwise to be given under this Agreement, such party shall not unreasonably delay or otherwise withhold its approval or consent. 16.5 This Agreement may be executed in duplicate counterparts, each of which shall be deemed an original. CITY OF DUBUQUE, IOWA DUBUQUE COMMUNITY SCHOOL DISTRICT, GRANTOR Michael C. Van Milligen Kathrin A Parks City Manager Board President rI EXHIBIT A Height Up to 35 ft. Data Collector Mounted on Wall Outdoor Components Indoor Components EXHIBIT B Height Up to (4) ft. attached to tower R900 Gateway Data Collector AMENDED AND RESTATED WATER METER WIRELESS NETWORK EQUIPMENT LICENSE AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA AND WARTBURG THEOLOGICAL SEMINARY This Amended and Restated Water Meter Wireless Network Equipment License Agreement (the Agreement), dated for reference purposes the 21 day of April , 2022, is made and entered into by and between the City of Dubuque, Iowa, an Iowa municipal corporation, whose address is City Hall, 50 W. 13th Street, Dubuque, IA 52001 (City) and Wartburg Theological Seminary whose address is 333 Wartburg Place, Dubuque, IA (Wartburg). WHEREAS, City and Wartburg Theological Seminary entered into a Water Meter Wireless Network Equipment License Agreement, dated the 31st of January, 2012 (the Original Agreement); and WHEREAS, this equipment is part of a water meter replacement project for the City of Dubuque; and WHEREAS, this equipment is part of a wireless public safety network project for City; and WHEREAS, City, and Wartburg Theological Seminary desire to affirm, amend, and restate the Original Agreement as set forth herein. NOW, THEREFORE, IT IS AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS: SECTION 1. LICENSE GRANTED. 1.1. Wartburg hereby grants to City a license (the License) to install, operate and maintain the following equipment at Wartburg (the Site):: (1) The R450 Data Collector Wireless Network System (Antennae, Collector, AC -power supply, Ethernet modem) which receives, stores, and communicates meter reading data from customers' R450 Water Meter Interface Unit (MIU) (see Exhibit A attached hereto); (2) The R450 Data Collector Wireless Network System which utilizes frequencies in the 450-470 MHz licensed band to receive meter reading data from the MIU; (3) The R450 Data Collector which requires non -conditioned 120V AC, 1.OA, 60Hz and will be located in the mechanical room below the clock tower; (4) R450 MHz Antennae will be roof -mounted with no greater than 150' of cable connected from it to the R450 Data Collector and an antenna placed at the rooftop location indicated on the aerial map in Exhibit A; (5) The R450 Data Collector will utilize one strand of I -Net Fiber located at the site connected to a network switch to be placed by City at the Site in the computer room for transmission of data collected to a server located at City Hall Annex; (6) A low power 900 MHz broad band access point will be mounted in the same location as the R450 data collector for Public Safety purposes for City. Coax cable will run to the radio which will be mounted in the mechanical room and it will be connected to City's server on a single strand of I -net fiber connected to a City supplied switch in the computer room. The antenna on the roof will be a 180- degree panel that is approximately 3.5' in height; (7) All cables connecting the R450 MHz Antennae and the R450 Data Collector and 900 MHz broadband will run through existing chases and cable will be placed in existing cable management trays at the Site; (8) The R900 Gateway Fixed Network Data Collector Wireless Network System (Antennae, Collector) receives, stores, and communicates meter reading data from customers' R900 Meter Interface Unit (MIU) (see Exhibit B attached hereto); (9) The R900 Gateway Fixed Network Data Collector Wireless Network System utilizes frequencies in the 910-920 MHz unlicensed band to receive meter reading data from the MIU; and (10) The R900 Mhz Antennae will roof -mounted. The antenna has a length of no greater than 4'. (all equipment listed in items 1-10 above is collectively called the Water Meter Wireless Network Equipment). 1.2. Wartburg reserves the right to require City to relocate its Water Meter Wireless Network Equipment to other locations at the Site. City shall complete the relocation of its Water Meter Wireless Network Equipment within thirty (30) days after receiving written notice from Wartburg. The relocation will be at City's expense. SECTION 2. TERM. The initial term of this Agreement will commence on the date the Agreement is executed by both parties (the Commencement Date) and end at midnight on the 31St day of May, 2052 (the Initial Term), subject to all of the terms, covenants, conditions and agreements contained herein. City will have the option to renew this Agreement for two (2) additional terms of five (5) years each (Additional Terms) by giving written notice to Wartburg of City's exercise of this option at least sixty (60) days before the expiration of the term during which such notice is given. I SECTION 3. ANNUAL LICENSE FEE. City shall pay to Wartburg the sum of one dollar ($1.00) on the Commencement Date, and for each year thereafter on the anniversary of the Commencement Date. SECTION 4. USE OF LICENSE. 4.1. City and its officers, agents and employees will use the License granted herein for the installation, operation, and maintenance of its Water Meter Wireless Network Equipment for the transmission, reception and operation of a Water Meter Wireless Network Meter Reading Collection System and uses incidental thereto, but for no other uses. City agrees to reasonably cooperate with Wartburg on the discrete and safe placement of the Water Meter Wireless Network Equipment. 4.2. City and its officers, agents and employees will, at City's expense, comply with all present and future federal, state, and local laws, ordinances, rules and regulations (including laws and ordinances relating to health, radio frequency emissions, and safety) in connection with the use, operation, maintenance, construction and/or installation of the Water Meter Wireless Network Equipment. 4.3. The Water Meter Wireless Network Equipment is City's personal property and will never be considered fixtures to the Site. Upon termination of this Agreement, City will remove the Water Meter Wireless Network Equipment and any improvements from the Site within ninety (90) days after termination. Such removal shall be done in a workmanlike and careful manner and without interference with or damage to any other equipment, structures or operations on or within the Site. 4.4. Upon removal of the Water Meter Wireless Network Equipment (or portions thereof) as provided herein, City will restore the affected areas of the Site to the conditions which existed prior to commencement of this Agreement, reasonable wear and tear excepted. 4.5. All costs and expenses for the removal and restoration of the Site to be performed by City pursuant to Sections 4.3 and 4.4 herein will be borne by City, and City will hold Wartburg harmless therefrom. SECTION 5. INSTALLATION OF EQUIPMENT. 5.1. The Water Meter Wireless Network Equipment will be installed in and on the Site in a discrete, good and workmanlike manner. 5.2. City will have the right, at its sole cost and expense, to install, operate and maintain its Water Meter Wireless Network Equipment in and on the Site in accordance with all site standards, statutes, ordinances, rules and regulations now in effect or that may be issued thereafter by the Federal Communications Commission or any other governing bodies. 3 5.3. City's installation of such Water Meter Wireless Network Equipment will be done according to plans approved by Wartburg, and such approval will not be unreasonably withheld. Any damage done to the Site and/or other structures by City or its contractors or representatives during installation and/or operations will be repaired or replaced as soon as practicable at City's expense and to Wartburg's reasonable satisfaction. 5.4. Within thirty (30) days after the completion of the initial installation of the Water Meter Wireless Network Equipment, City will provide Wartburg with as -built drawings of the Water Meter Wireless Network Equipment and the improvements installed in or on the Site which show the actual location of all equipment and improvements. Said as -built drawings will be accompanied by a complete inventory of all Water Meter Wireless Network Equipment located in and on the Site. 5.5. City's installation, maintenance and use of the Water Meter Wireless Network Equipment shall not interfere with Wartburg's communication systems, cellular telephone services or Internet system or fiber optic system now or hereafter used at any Wartburg site. SECTION 6. EQUIPMENT UPGRADE. City may update or replace the Water Meter Wireless Network Equipment from time to time with the prior written approval of Wartburg, and such approval will not be unreasonably withheld, provided that the replacement Water Meter Wireless Network Equipment is not greater in number or size than the existing Water Meter Wireless Network Equipment and that any change in equipment locations in or on the Site will require the prior written approval of Wartburg. City shall submit to Wartburg a proposal for any such replacement Water Meter Wireless Network Equipment and any supplemental materials for Wartburg's evaluation not less than thirty (30) days prior to City's intended date of such update or replacement. SECTION 7. MAINTENANCE. 7.1. City will, at its own expense, maintain the area of the Site where the Water Meter Water Meter Wireless Network Equipment is located and any equipment in, on or attached to the Site in a safe condition, in good repair and in a manner suitable to Wartburg so as not to conflict with the use, including other leasing, of other portions of the Site by Wartburg. 7.2. City will bear the sole responsibility for the maintenance, repair, and security of its Water Meter Wireless Network Equipment, and City will keep the same in good repair and condition during the Initial Term of this Agreement, and during the Additional Terms of this Agreement, if such Additional Terms are entered into. 7.3. City will keep the area of the Site where the Water Meter Wireless Network Equipment is located free of debris and anything of a dangerous, noxious or offensive nature or which would create a hazard or undue vibration, heat, noise or interference. El 7.4. In the event that Wartburg undertakes painting, construction, repair or other alterations in or on the Site, City will take reasonable measures at City's cost to cover and protect City's Water Meter Wireless Network Equipment from any damage which may occur during the painting, construction or alteration process. Wartburg must notify City at least ten (10) days prior to any construction, painting, repair or alterations commencing, unless such construction, painting, repair or alterations must be made on an emergency basis, in which case Wartburg must notify City as soon as practicable. Unless resulting from negligent actions or omissions of, or willful misconduct of Wartburg, its employees, agents or contractors, Wartburg will not be liable for any damage incurred by City from such painting, construction, repair or alterations. SECTION 8. PREMISES ACCESS. City will have access during normal business hours (Monday - Friday 8am - 5pm) to the Site by means reasonably designated by Wartburg, subject to Grantors' reasonable notice requirements in order to install, operate and maintain its Water Meter Wireless Network Equipment. [+yx01[a] ki&AW6129If] kiil9j94VLY,1l61/_rI=1 9.1. City will have the unilateral right to terminate this Agreement at any time by giving written notice of termination to Wartburg. 9.2. Wartburg will have the right to terminate this Agreement at any time by giving not less than one hundred twenty (120) days prior written notice to City. Upon such termination, City will remove the Water Meter Wireless Network Equipment in accordance with Sections 4.3, 4.4 and 4.5 of this Agreement. SECTION 10. MUTUAL INDEMNIFICATION. 10.1. City's Indemnification. City agrees to defend, indemnify, and hold Wartburg harmless from and against all liability, damages, losses, costs, causes of action, charges and expenses, including reasonable attorney fees, which Wartburg may sustain, incur or be liable for arising out of or related to the negligence or omissions of City, its officers, employees, or agents in the use or occupancy of the Site and its facilities and the use and operation of the Water Meter Wireless Network Equipment and any breach of its contractual obligation to Wartburg. 10.2. Wartburg's Indemnification. Wartburg agrees to defend, indemnify, and hold City harmless from and against all liability, damages, losses, costs, causes of action, charges and expenses, including reasonable attorney fees, which City may sustain, incur or be liable for arising out of or related to the negligence of Wartburg, its officers, employees, or agents. 10.3. Limitation of Liability. Under no circumstances will either party be liable for damage or loss or downtime due to interference or interruption of the fiber optic system. Wartburg and City will cooperate to restore service as soon as possible after any interference or interruption. 5 10.4. Defective Equipment. City will be solely responsible for damage caused by any defect or malfunction of the Water Meter Wireless Network Equipment it installs on Wartburg's property. SECTION 11. FORCE MAJEURE. In the event that either party hereto is delayed or hindered in or prevented from the performance of any act required hereunder by reason of strikes, lockouts, labor troubles, unavailability or excessive price of fuel, power failure, riots, insurrection, war, terrorist activities, chemical explosions, hazardous conditions, fire, weather or acts of God, or by reason of any other cause beyond the exclusive and reasonable control of the party delayed in performing work or doing acts required under the terms of this Agreement, then performance of any such act shall be extended for a period equivalent to the period of such delay. SECTION 12. NOTICES. All notices and correspondence shall be sent by regular U.S. mail to the following: If to City: Michael C. Van Milligen City Manager City of Dubuque City Hall, 50 West 13th Street Dubuque, IA 52001-4845 If to Wartburg: Wartburg Theological Seminary 333 Wartburg Place PO Box 5004 Dubuque, IA 52004-5004 SECTION 13. BINDING EFFECT. All of the covenants, conditions, and provisions of this Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. SECTION 14. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties and supersedes any prior understandings or oral or written agreements between the parties respecting the within subject matter. SECTION 15. MODIFICATIONS. This Agreement may not be modified, except in writing signed by both parties. SECTION 16. MISCELLANEOUS. 16.1. Wartburg and City represent that each, respectively, has full right, power, and authority to execute this Agreement. n 16.2. This Agreement will be governed by and construed in accordance with the laws of the State of Iowa. 16.3. If any term of this Agreement is found to be void or invalid, such invalidity will not affect the remaining terms of this Agreement, which will continue in full force and effect. 16.4. In any case where the approval or consent of one party hereto is required, requested or otherwise to be given under this Agreement, such party will not unreasonably delay or otherwise withhold its approval or consent. 16.5. This Agreement may be executed in duplicate counterparts, each of which will be deemed an original. CITY OF DUBUQUE, IOWA By: L4 li � 1'14� Mic ael C. Van Milligen City Manager 7 WARTBURGTHEOLOGICAL SEMINARY EXHIBIT A Height Up to 9 ft. Located on roof location as shown on aerial map Data Collector EXHIBIT B Height Up to (4) ft. attached to tower R900 Gateway Data Collector AMENDED AND RESTATED WATER METER WIRELESS NETWORK EQUIPMENT LICENSE AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA AND ST JOSEPH KEY WEST PARISH This Amended and Restated Water Meter Wireless Network Equipment License Agreement (the Agreement), dated for reference purposes the day of , 2022, is made and entered into by and between the City of Dubuque, Iowa, an Iowa municipal corporation, whose address is City Hall, 50 W. 13th Street, Dubuque, IA 52001 (City) St Joseph Key West Parish, whose address is 10244 Key West Dr, Dubuque, IA 52003 (Grantor). WHEREAS, City and St. Joseph Key West Parish entered into a Water Meter Wireless Network Equipment License Agreement, dated the 17th of May 2010 ("the Original Agreement"); and WHEREAS, this equipment is part of water meter replacement project for the City of Dubuque; and WHEREAS, City, and St. Joseph Key West Parish desire to affirm, amend, and restate the Original Agreement as set forth herein. NOW, THEREFORE, IT IS AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS: SECTION 1. LICENSE GRANTED 1.1 Grantor hereby grants to City a license (the License) to install, operate and maintain the following equipment at (the Site): (1) The R450 Data Collector Wireless Network System (Antennae, Collector, AC -power supply, Ethernet modem) receives, stores, and communicates meter reading data from customers' R450 Meter Interface Unit (MIU) (see Exhibit A attached hereto); (2) The R450 Data Collector Wireless Network System utilizes frequencies in the 450-470 MHz licensed band to receive meter reading data from the MIU; (3) The R450 Data Collector requires non -conditioned 120V AC, 1.OA, 60Hz and will be wall mounted in the area above ceiling in the Facilities Steward's office; (4) R450 Mhz Antennae will be roof -mounted with no greater than 150' of cable connected from it to the R450 Data Collector and an antenna placed at a height of no greater than 35 feet from the ground; (5) The R450 Data Collector will utilize one strand of I -Net Fiber located at the site connected to a network switch to be placed by the City at the Site for transmission of data collected to a server located at City Hall Annex; (6) The cable connecting the R450 Mhz Antennae and the R450 Data Collector will run through existing chases and cable will be placed in existing cable management trays at the Site; (7) The R900 Gateway Fixed Network Data Collector Wireless Network System (Antennae, Collector) receives, stores, and communicates meter reading data from customers' R900 Meter Interface Unit (MIU) (see Exhibit B attached hereto); (8) The R900 Gateway Fixed Network Data Collector Wireless Network System utilizes frequencies in the 910-920 MHz unlicensed band to receive meter reading data from the MIU; and (9) The R900 Mhz Antennae will roof -mounted. The antenna has a length of no greater than 4'. (collectively called the Water Meter Wireless Network Equipment). 1.2. Grantor reserves the right to require City to relocate its Water Meter Wireless Network Equipment to other locations at the Site. City shall complete the relocation of its Water Meter Wireless Network Equipment within thirty (30) days after receiving written notice from Grantor. The relocation shall be at City's expense. SECTION 2. TERM. The initial term of this Agreement shall commence on the date the Agreement is executed by both parties (the Commencement Date) and ending on the 315t day of May, 2051 (the Initial Term), subject to all of the terms, covenants, conditions and agreements contained herein. City shall have the option to renew this Agreement for two (2) additional terms of five (5) years each by giving written notice to Grantor of City's exercise of this option at least sixty (60) days before the expiration of the term during which such notice is given. SECTION 3. RENT. City shall pay to Grantor as the annual fee for the License the sum of one dollar ($1.00) on the Commencement Date, and for each year thereafter on the anniversary of the Commencement Date. SECTION 4. USE OF LICENSE. 4.1. City and its agents shall use the License granted herein for the installation, operation, and maintenance of its Water Meter Wireless Network Equipment for the transmission, reception and operation of a Water Meter Wireless Network Meter Reading Collection System and uses incidental thereto and for no other uses. City agrees to reasonably cooperate with Grantor on the discrete and safe placement of the Water meter Wireless Network Equipment. 4.2. City and its agents shall, at its expense, comply with all present and future federal, state, and local laws, ordinances, rules and regulations, including laws and ordinances relating to health, radio frequency emissions, and safety, in connection with the use, operation, maintenance, construction and/or installation of the Water Meter Wireless Network Equipment. 4.3. The Water Meter Wireless Network Equipment shall at all times remain City's personal property and shall never be considered fixtures to the real estate. Upon termination of this Agreement, City shall remove the Water meter Wireless Network Equipment and any improvements from the Site within ninety (90) days after termination. Such removal shall be done in a workmanlike and careful manner and without interference with or damage to any other equipment, structures or operations on or within the Site. 4.4. Upon removal of the Water Meter Wireless Network Equipment or portions thereof as provided herein, City shall restore the affected areas of the Site to the conditions which existed prior to commencement of this Agreement, reasonable wear and tear excepted. 4.5. All costs and expenses for the removal and restoration of the Site to be performed by City pursuant to Sections 4.3 and 4.4 herein shall be borne by City, and City shall hold Grantor harmless therefrom. SECTION 5. CONSTRUCTION STANDARDS. The Water Meter Wireless Network Equipment shall be installed in and on the Site in a discrete, good and workmanlike manner. SECTION 6. INSTALLATION OF EQUIPMENT. 6.1. City shall have the right, at its sole cost and expense, to install, operate and maintain its Water Meter Wireless Network Equipment in and on the Site in accordance with all site standards, statutes, ordinances, rules and regulations now in effect or that may be issued thereafter by the Federal Communications Commission or any other governing bodies. 6.2. City's installation of such Water Meter Wireless Network Equipment shall be done according to plans approved by Grantor, which approval shall not be unreasonably withheld. Any damage done to the Site and/or other structures by City or its contractors or representatives during installation and/or operations shall be repaired or replaced as soon as practicable at City's expense and to Grantor's reasonable satisfaction. 6.3. Within thirty (30) days after the completion of the initial installation of the Water Meter Wireless Network Equipment, City shall provide Grantor with as -built drawings of the Water Meter Wireless Network Equipment and the improvements installed in or on the Site which show the actual location of all equipment and improvements. Said as -built drawings shall be accompanied by a complete inventory of all Water Meter Wireless Network Equipment located in and on the Site. 6.4 City's installation, maintenance and use of the Water Meter Wireless Network Equipment shall not interfere with Grantor's communication systems, cellular telephone services or Internet system or fiber optic system now or hereafter used at Grantor's site. SECTION 7. EQUIPMENT UPGRADE. City may update or replace the Water Meter Wireless network Equipment from time to time with the prior written approval of Grantor, which approval shall not be unreasonably withheld, provided that the replacement Water Meter Wireless Network Equipment is not greater in number or size than the existing Water Meter Wireless Network Equipment and that any change in equipment locations in or on the Site shall require the prior written approval of Grantor. City shall submit to Grantor a proposal for any such replacement Water Meter Wireless Network Equipment and any supplemental materials for Grantor's evaluation. SECTION 8. MAINTENANCE. 8.1. City shall, at its own expense, maintain the area of the Site where the Water Meter Wireless Network Equipment is located and any equipment in or on the Site in a safe condition, in good repair and in a manner suitable to Grantor so as not to conflict with the use of including other leasing of, other portions of the Site by Grantor. 8.2. City shall have sole responsibility for the maintenance, repair, and security of its Water Meter Wireless Network Equipment, and City shall keep the same in good repair and condition during the term of this Agreement, and as such Agreement may be renewed and extended. 8.3. City shall keep the area of the Site where the Water Meter Wireless Network Equipment is located free of debris and anything of a dangerous, noxious or offensive nature or which would create a hazard or undue vibration, heat, noise or interference. 8.4. In the event that Grantor undertakes painting, construction, repair or other alterations in or on the Site, City shall take reasonable measures at City's cost to cover and protect City's Water Meter Wireless Network Equipment during the painting, construction or alteration process. Grantor shall notify City at least thirty (30) days prior to any construction, painting, repair or alterations commencing, unless such construction, painting, repair or alterations must be made on an emergency basis, in which case Grantor shall notify City as soon as practicable. Unless resulting from negligent actions or omissions of, or willful misconduct of Grantor, its employees, agents or contractors, shall not be liable for any damage incurred by City from such painting, construction, repair or alterations. SECTION 9. PREMISES ACCESS. City shall have access during normal business hours (Monday - Friday 8am - 5pm) to the Site by means reasonably designated by Grantor, subject to Grantor's reasonable notice requirements to install, operate and maintain its Water Meter Wireless Network Equipment. SECTION 10. OPTION TO TERMINATE. City shall have the right to terminate this Agreement at any time by giving written notice of termination to Grantor. Grantor shall have the right to terminate this Agreement at any time by giving not less than one hundred twenty (120) days prior written notice to City. Upon such termination, City shall remove the Water Meter Wireless Network Equipment in accordance with Section 4 herein. SECTION 11. MUTUAL INDEMNIFICATION. 11.1 City's Indemnification. City agrees to hold Grantor harmless, indemnify it, and, at Grantor's option, defend it from and against all liability, damages, losses, costs, causes of action, charges and expenses, including reasonable attorney fees, which Grantor may sustain, incur or be liable for arising out of or related to the negligence or omissions of City, its officers, employees, or agents in the use or occupancy of the Site and its facilities and the use and operation of the Water Meter Wireless Network Equipment. 11.2. Grantor's Indemnification. Grantor agrees to hold City harmless, indemnify it, and, at City's option, defend it from and against all liability, damages, losses, costs, causes of action, charges and expenses, including reasonable attorney fees, which City may sustain, incur or be liable for arising out of or related to the negligence of Grantor, its officers, employees, or agents. 11.3 Limitation of Liability. Notwithstanding Sections 11.1 and 11.2, the liability of City and Grantor shall be limited to only those incidents covered by insurance plus any deductible or retained interests provided each party carries appropriate insurance, but if a party is not insured, such party shall fully indemnify the other as provided in Sections 11.1 and 11.2. There shall be no subrogation for losses to either party which are covered by insurance including payment by City or its insurance carrier of worker's compensation to its employees. 11.4. No Liability. Grantor shall have no liability for damage or loss or downtime due to interference or interruption of the fiber optic system. Grantor shall cooperate with City to restore service as soon as possible after any interference or interruption. 11.5. Defective Equipment. City shall be solely responsible for damage caused by any defect or malfunction of the Water Meter Wireless Network Equipment it installs on Grantor's property. SECTION 12 NOTICES. All notices and correspondence shall be sent by regular U.S. mail to the following: City: City Manager City of Dubuque City Hall, 50 W. 13th Street Dubuque, IA 52001-4845 Grantor: St Joseph Key West Parish Address: 10244 Key West Dr Dubuque, IA 52003 SECTION 13. BINDING EFFECT. All the covenants, conditions, and provisions of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. SECTION 14. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties and supersedes any prior understandings or oral or written agreements between the parties respecting the within subject matter. SECTION 15. MODIFICATIONS. This Agreement may not be modified, except in writing signed by both parties. SECTION 16. MISCELLANEOUS. 16.1. Grantor and City represent that each, respectively, has full right, power, and authority to execute this Agreement. 16.2. This Agreement shall be construed in accordance with the laws of the State of Iowa. 16.3. If any term of this Agreement is found to be void or invalid, such invalidity shall not affect the remaining terms of this Agreement, which shall continue in full force and effect. 16.4. In any case where the approval or consent of one party hereto is required, requested or otherwise to be given under this Agreement, such party shall not unreasonably delay or otherwise withhold its approval or consent. 16.5. This Agreement may be executed in duplicate counterparts, each of which shall be deemed an original. THE CITY OF DUBUQUE, IOWA ST JOSEPH KEY WEST PARISH, GRANTOR By: Y By: Mi hael C. Van Mil igen City Manager Attachment A EXHIBIT A Height Up to 35 feet Data Collector Mounted on Wall Outdoor Components Indoor Components Location of R450 St Joe I. ' rr �r i Amp.- I �Y O i Approx- LocationofAntennae F 1 I: H E 0 55 110 220 Feet s EXHIBIT B Height Up to (4) ft. attached to tower R900 Gateway Data Collector AMENDED AND RESTATED WATER METER WIRELESS NETWORK EQUIPMENT LICENSE AGREEMENT BY AND BETWEEN THE CITY OF DUBUQUE, IOWA AND HOLY FAMILY CATHOLIC SCHOOLS This Amended and Restated Water Meter Wireless Network Equipment License Agreement (the Agreement), dated for reference purposes the 21 st day of April , 2022, is made and entered into by and between the City of Dubuque, Iowa, an Iowa municipal corporation, whose address is City Hall, 50 W. 13th Street, Dubuque, IA 52001 (City) and Holy Family Catholic Schools, whose address is 2005 Kane Street, Dubuque, IA 52001 (Grantor). WHEREAS, City and Holy Family Catholic Schools entered into a Water Meter Wireless Network Equipment License Agreement, dated the 17th of April 2010 ("the Original Agreement"); WHEREAS, this equipment is part of water meter replacement project for the City of Dubuque; and WHEREAS, City, and Holy Family Catholic Schools desire to affirm, amend, and restate the Original Agreement as set forth herein. NOW, THEREFORE, IT IS AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS: SECTION 1. LICENSE GRANTED. 1.1 Grantor hereby grants to City a license (the License) to install, operate and maintain the following equipment at the Wahlert (the Site): (1) The R450 Data Collector Wireless Network System (Antennae, Collector, AC -power supply, Ethernet modem) receives, stores, and communicates meter reading data from customers' R450 Meter Interface Unit (MIU) (see Exhibit A attached hereto); (2) The R450 Data Collector Wireless Network System utilizes frequencies in the 450-470 MHz licensed band to receive meter reading data from the MIU; (3) The R450 Data Collector requires non -conditioned 120V AC, 1.OA, 60Mz and will be wall mounted within the telecommunications area; (4) R450 Mhz Antennae will be roof -mounted with no greater than 150' of cable connected from it to the R450 Data and an antenna no greater than 35 feet; (5) The R450 Data Collector will utilize one port on an existing switch currently connected to I -Net Fiber located at the site for transmission of data collected to a server located at City Hall Annex; (6) The R900 Gateway Fixed Network Data Collector Wireless Network System (Antennae, Collector) receives, stores, and communicates meter reading data from customers' R900 Meter Interface Unit (MIU) (see Exhibit B attached hereto); (7) The R900 Gateway Fixed Network Data Collector Wireless Network System utilizes frequencies in the 910-920 MHz unlicensed band to receive meter reading data from the MIU; and (8) The R900 Mhz Antennae will roof -mounted. The antenna has a length of no greater than 4'. (collectively called the Water Meter Wireless Network Equipment). 1.2. Grantor reserves the right to require City to relocate its Water Meter Wireless Network Equipment to other locations at the Site. City shall complete the relocation of its Water Meter Wireless Network Equipment within thirty (30) days after receiving written notice from Grantor. The relocation shall be at City's expense. SECTION 2. TERM. The initial term of this Agreement shall commence on the date the Agreement is executed by both parties (the Commencement Date) and ending at midnight on the 31St day of May, 2051 (the Initial Term), subject to all of the terms, covenants, conditions and agreements contained herein. City shall have the option to renew this Agreement for two (2) additional terms of five (5) years each by giving written notice to Grantor of City's exercise of this option at least sixty (60) days before the expiration of the term during which such notice is given. SECTION 3. RENT. City shall pay to Grantor as the annual fee for the License the sum of one dollar ($1.00) on the Commencement Date, and for each year thereafter on the anniversary of the Commencement Date. SECTION 4. USE OF LICENSE. 4.1. City and its agents shall use the License granted herein for the installation, operation, and maintenance of its Water Meter Wireless Network Equipment for the transmission, reception and operation of a Water Meter Wireless Network Meter Reading Collection System and uses incidental thereto and for no other uses. City agrees to reasonably cooperate with Grantor on the discrete and safe placement of the Water Meter Wireless Network Equipment. 4.2. City and its agents shall, at its expense, comply with all present and future federal, state, and local laws, ordinances, rules and regulations, including laws and ordinances relating to health, radio frequency emissions, and safety, in connection with the use, operation, maintenance, construction and/or installation of the Water Meter Wireless Network Equipment. 4.3. The Water Meter Wireless Network Equipment shall at all times remain City's personal property and shall never be considered fixtures to the real estate. Upon termination of this Agreement, City shall remove the Water Meter Wireless Network Equipment and any improvements from the Site within ninety (90) days after termination. Such removal shall be done in a workmanlike and careful manner and without interference with or damage to any other equipment, structures or operations on or within the Site. 4.4. Upon removal of the Water Meter Wireless Network Equipment or portions thereof as provided herein, City shall restore the affected areas of the Site to the conditions which existed prior to commencement of this Agreement, reasonable wear and tear excepted. 4.5. All costs and expenses for the removal and restoration of the Site to be performed by City pursuant to Sections 4.3 and 4.4 herein shall be borne by City, and City shall hold Grantor harmless therefrom. SECTION 5. CONSTRUCTION STANDARDS. The Water Meter Wireless Network Equipment shall be installed in and on the Site in a discrete, good and workmanlike manner. SECTION 6. INSTALLATION OF EQUIPMENT. 6.1. City shall have the right, at its sole cost and expense, to install, operate and maintain its Water Meter Wireless Network Equipment in and on the Site in accordance with all site standards, statutes, ordinances, rules and regulations now in effect or that may be issued thereafter by the Federal Communications Commission or any other governing bodies. 6.2. City's installation of such Water Meter Wireless Network Equipment shall be done according to plans approved by Grantor, which approval shall not be unreasonably withheld. Any damage done to the Site and/or other structures by City or its contractors or representatives during installation and/or operations shall be repaired or replaced as soon as practicable at City's expense and to Grantor's reasonable satisfaction. 6.3. Within thirty (30) days after the completion of the initial installation of the Water Meter Wireless Network Equipment, City shall provide Grantor with as -built drawings of the Water Meter Wireless Network Equipment and the improvements installed in or on the Site which show the actual location of all equipment and improvements. Said as -built drawings shall be accompanied by a complete inventory of all Water Meter Wireless Network Equipment located in and on the Site. 6.4 City's installation, maintenance and use of the Water Meter Wireless Network Equipment shall not interfere with Grantor's communication systems, cellular telephone services or Internet system or fiber optic system now or hereafter used at Grantor's site. SECTION 7. EQUIPMENT UPGRADE. City may update or replace the Water Meter Wireless Network Equipment from time to time with the prior written approval of Grantor, which approval shall not be unreasonably withheld, provided that the replacement Water Meter Wireless Network Equipment is not greater in number or size than the existing Water Meter Wireless Network Equipment and that any change in equipment locations in or on the Site shall require the prior written approval of Grantor. City shall submit to Grantor a proposal for any such replacement Water Meter Wireless Network Equipment and any supplemental materials for Grantor's evaluation. SECTION 8. MAINTENANCE. 8.1. City shall, at its own expense, maintain the area of the Site where the Water Meter Wireless Network Equipment is located and any equipment in or on the Site in a safe condition, in good repair and in a manner suitable to Grantor so as not to conflict with the use of including other leasing of, other portions of the Site by Grantor. 8.2. City shall have sole responsibility for the maintenance, repair, and security of its Water Meter Wireless Network Equipment, and City shall keep the same in good repair and condition during the term of this Agreement, and as such Agreement may be renewed and extended. 8.3. City shall keep the area of the Site where the Water Meter Wireless Network Equipment is located free of debris and anything of a dangerous, noxious or offensive nature or which would create a hazard or undue vibration, heat, noise or interference. 8.4. In the event that Grantor undertakes painting, construction, repair or other alterations in or on the Site, City shall take reasonable measures at City's cost to cover and protect City's Water Meter Wireless Network Equipment during the painting, construction or alteration process. Grantor shall notify City at least thirty (30) days prior to any construction, painting, repair or alterations commencing, unless such construction, painting, repair or alterations must be made on an emergency basis, in which case Grantor shall notify City as soon as practicable. Unless resulting from negligent actions or omissions of, or willful misconduct of Grantor, its employees, agents or contractors, shall not be liable for any damage incurred by City from such painting, construction, repair or alterations. SECTION 9. PREMISES ACCESS. City shall have access during normal business hours (Monday - Friday 8am - 5pm) to the Site by means reasonably designated by Grantor, subject to Grantor's reasonable notice requirements to install, operate and maintain its Water Meter Wireless Network Equipment. SECTION 10. OPTION TO TERMINATE. City shall have the right to terminate this Agreement at any time by giving written notice of termination to Grantor. Grantor shall have the right to terminate this Agreement at any time by giving no less than one hundred twenty (120) days prior written notice to City. Upon such termination, City shall remove the Water Meter Wireless Network Equipment in accordance with Section 4 herein. SECTION 11. MUTUAL INDEMNIFICATION. 11.1 City's Indemnification. City agrees to hold Grantor harmless, indemnify it, and, at Grantor's option, defend it from and against all liability, damages, losses, costs, causes of action, charges and expenses, including reasonable attorney fees, which Grantor may sustain, incur or be liable for arising out of or related to the negligence or omissions of City, its officers, employees, or agents in the use or occupancy of the Site and its facilities and the use and operation of the Water Meter Wireless Network Equipment. 11.2. Grantor's Indemnification. Grantor agrees to hold City harmless, indemnify it, and, at City's option, defend it from and against all liability, damages, losses, costs, causes of action, charges and expenses, including reasonable attorney fees, which City may sustain, incur or be liable for arising out of or related to the negligence of Grantor, its officers, employees, or agents. 11.3 Limitation of Liability. Notwithstanding Sections 11.1 and 11.2, the liability of City and Grantor shall be limited to only those incidents covered by insurance plus any deductible or retained interests provided each party carries appropriate insurance, but if a party is not insured, such party shall fully indemnify the other as provided in Sections 11.1 and 11.2. There shall be no subrogation for losses to either party which are covered by insurance including payment by City or its insurance carrier of worker's compensation to its employees. 11.4. No Liability. Grantor shall have no liability for damage or loss or downtime due to interference or interruption of the fiber optic system. Grantor shall cooperate with City to restore service as soon as possible after any interference or interruption. 11.5 Defective Equipment. City shall be solely responsible for damage caused by any defect or malfunction of the Water Meter Wireless Network Equipment it installs on Grantor's property. SECTION 12. NOTICES. All notices and correspondence shall be sent by regular U.S. mail to the following: City: City Manager City of Dubuque City Hall, 50 W. 13th Street Dubuque, IA 52001-4845 Grantor: Holy Family Catholic Schools Address: 2005 Kane Street Dubuque, IA 52001 SECTION 13. BINDING EFFECT. All of the covenants, conditions, and provisions of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. SECTION 14. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties and supersedes any prior understandings or oral or written agreements between the parties respecting the within subject matter. SECTION 15. MODIFICATIONS. This Agreement may not be modified, except in writing signed by both parties. SECTION 16. MISCELLANEOUS. 16.1 Grantor and City represent that each, respectively, has full right, power, and authority to execute this Agreement. 16.2 This Agreement shall be construed in accordance with the laws of the State of Iowa. 16.3 If any term of this Agreement is found to be void or invalid, such invalidity shall not affect the remaining terms of this Agreement, which shall continue in full force and effect. 16.4 In any case where the approval or consent of one party hereto is required, requested or otherwise to be given under this Agreement, such party shall not unreasonably delay or otherwise withhold its approval or consent. 16.5 This Agreement may be executed in duplicate counterparts, each of which shall be deemed an original. CITY OF DUBUQUE, IOWA HOLY FAMILY CATHOLIC SCHOOLS, GRANTOR By: _ I/w�, By: Micha�an Milligan City Manager Attachment A EXHIBIT A Height Up to 35 feet Data Collector Mounted on Wall Outdoor Components Indoor Components EXHIBIT B Height Up to (4) ft. attached to tower R900 Gateway Data Collector