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Proposed Conduit Facilities Agreement With Windstream Copyrighted May 4, 2026 City of Dubuque CONSENT ITEMS # 11. City Council ITEM TITLE: Proposed Conduit Facilities Agreement With Windstream SUMMARY: City Manager recommending City Council approval of a Conduit Facilities Agreement between the City of Dubuque and Windstream providing Windstream with access to conduit to expand fiber services in the City of Dubuque. SUGGUESTED Receive and File; Approve DISPOSITION: ATTACHMENTS: 1. MVM Memo Proposed Conduit Facilities Agreement 2. Windstream Cedar Cross Duct Lease Memo 3. Windstream Cedar Cross Duct Lease Agreement 20260422 Page 223 of 668 Dubuque THE CITY OF � uhA�eMa cin DuB E ; . � , I � � I. Maste iece on the Mississi t 2oo�•zoiz•zois �P Pp zoi�*zoi9 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Proposed Conduit Facilities Agreement DATE: April 26, 2026 Civil Engineer III David Ness and Sustainable Innovation Consultant David Lyons are recommending City Council approval of a Conduit Facilities Agreement between the City of Dubuque and Windstream providing Windstream with access to conduit to expand fiber services in the City of Dubuque. Windstream operates a significant internet and communications network in Dubuque. They planned to expand that network to include the Cedar Cross Road area but the limited right-of-way available and costs to obtain additional right-of-way made the project cost prohibitive. The City communicated that it had an available micro-duct along the route needed by Windstream and would be open to collaborating to support their expansion. City and Windstream teams met and developed a proposed Conduit Facilities Agreement under which Windstream would be able to access that micro-duct and in return would reimburse City costs for developing and maintaining its network with a one-time payment of$32,500 . I concur with the recommendation and respectfully request Mayor and City Council approval. � Mic ael C. Van Milligen MCVM:sv Attachment cc: Crenna Brumwell, City Attorney Cori Burbach, Assistant City Manager Gus Phihoyos, City Engineer David Ness, Civil Engineer III David Lyons, Sustainable Innovation Consultant Barry Lindahl, Senior Counsel Jim Bousley, Project Engineer Joe Pregler, Chief Information Officer Page 224 of 668 Dubuque THE CITY OF � All•A�eri68 Ciry DuB E ;�� M.; I � � I. Maste iece on the Mississi 1 zoo��oiz-zois YP Pp 2017*2019 TO: Michael C. Van Milligen, City Manager FROM: David Ness, Civil Engineer III David Lyons, Sustainable Innovation Consultant DATE: April 22, 2026 RE: Proposed Conduit Facilities Agreement. INTRODUCTION The purpose of this memo is to request approval of a Conduit Facilities Agreement between the City of Dubuque and Windstream providing Windstream with access to conduit to expand fiber services in the City of Dubuque. BACKGROUND In 2016 the City of Dubuque undertook its Broadband Acceleration 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. Since that time the Initiative has resulted in collaborations with nine separate internet providers, significantly increased access and choice of provider in Dubuque and reduced the City's cost in deploying and maintaining a world class fiber network. Collaborations on fiber and conduit also assist in managing limited right-of-way within the City. DISCUSSION Windstream operates a significant internet and communications network in Dubuque. They planned to expand that network to include the Cedar Cross Road area but the limited right-of-way available and costs to obtain additional right-of-way made the project cost prohibitive. The City communicated that it had an available micro-duct along the route needed by Windstream and would be open to collaborating to support their expansion. City and Windstream teams met and developed a proposed Conduit Facilities Agreement under which Windstream would be able to access that micro-duct and in return would reimburse City costs for developing and maintaining its network with a one-time payment of$32,500 Page 225 of 668 This Agreement was originally prepared in 2025 and was executed by Windstream on February 5, 2025. Due to staff turnover and the retirement of a City employee involved in the routing of the document, the Agreement was not completed with the City's signature at that time. The Agreement has since been rediscovered, and staff is now requesting completion of the approval process so the document can be fully executed. BUDGET IMPACT There is no negative impact to the City budget as the micro-duct is presently unused and Windstream will be reimbursing the City $32,500 for City's costs in providing this micro-duct and maintaining the City network. RECOMMENDATION AND ACTION REQUESTED In order to reduce time and cost for the expansion of internet availability and choice we would respectfully recommend your support of this Agreement and recommendation for approval to the City Council. cc: Crenna Brumwell, City Attorney Barry Lindahl, Senior Counsel Jim Bousley, Project Engineer Joe Pregler, Chief Information Officer 2 Page 226 of 668 CONDUIT FACiLITIES AGREEMENT BETWEEN THE CITY OF DUBUQUE IOWA AND WINDSTREAM THIS AGREEMENT is made on this 20th ,day of June ,2024 by and between the City of Dubuque {"City") and Windstream {"Winds#ream"} In consideration of the mutual covenants contained in this Agreement, the sufficiency of which is acknowledged, fihe Parties agree as follows: SECTION 1. IDENTITY OF THE PARTIES. 1.1 Ci�y is a political subdivision of the State of lawa incarporated in accordance with relevant provisions of lowa law. City's address for purposes of this Agreement is City Hall, 50 W. 13th Stree#, Dubuque, lA 52001. 1.2 Windstream is a _private corporation who's address for purpases of this Agreemen# is 4001 N Rodney Parham Rd, Little Rock, AR 72212 SECTION 2. DEFINITIONS. The following words shal! have the meanings set forth below. Words in the singular shall be held to include the plural and vice versa. "Agreement" means this document including any conduit, equipment and services referenced within this document. "Designated Conduit" shall mean one 16/12 microduct the location of which is generally described as running from the City vault at the NW corner of the intersection of Center Grove Drive and Cedar Cross Road to the City vault located at 800 Cedar Cross Raad. "Communications Equipment" means facilities or equipment provided, owned, managed or installed by City in, around or on the Designated Conduit. "City" means the City of Dubuque, lowa. "Windstream" means_private corporation 062317ba1 �___..........,_.__.__, Page 227 of 668 SECTION 3. PARTIES' OBLIGATIONS. 3.1 City shall provide Windstream access and permission to use the designated conduit, as set out in Attachment A, at a one-time cost of$7.00 per linear foot and a one- time extraordinary costs (Bridge) charge of $4,500. (4,0 0 0 fe e t x $7 + $4, 5 0 0 _ $32 , 500 ) 3.2 Windstream shall bear the costs of access and use of the designated conduit. 3.3 City or City's authorized contractor shall perform all maintenance on the conduit, including any conduit repairs, restoration, and relocation that becomes necessary during the term of this Agreement. If City incurs any costs associated with conduit repairs, restoration or relocation, Windstream shall reimburse City for fifteen percent (15%) of the cost. If a third party is responsible for the conduit repair, restoration or relocation and City is unable to collect the cost of the repair from the third party, Windstream shall reimburse the City for Windstream's share of the cost of the repair as described above. 3.4 Each party will notify the other if it detects any problems that may interrupt service. Windstream 's contact is Stephen Kness_______________ at319- 538- 1985 Stephen . Kness@Windstream .com . City's Coordinator: Dave Ness 563 - 589 - 1722 dness (a� cityofdubuque . orq S E C T I O N 4. TERM. The initial term of this Agreement shall be twenty (20) years from the Acceptance Date (the "Initial Term") unless terminated earlier in accordance with the Termination section of this Agreement. Upon the expiration of the Initial Term, the Agreement may be extended upon the mutual approval consent of the parties. SECTION 5. EXCLUSION OF WARRANTIES. City makes no warranty to Windstream or any other entity, whether express, implied or statutory, as to the installation, description, quality, merchantability, completeness, useful life, future economic viability, or fitness for any particular purpose of the designated conduit or as to any other matter, all of which warranties are hereby expressly excluded and disclaimed. SECTION 6. INDEMNIFICATION. 6.1 Windstream shall indemnify and hold City harmless from and against any and all costs, expenses, losses, claims, damages, liabilities, settlements and judgments arising directly out of the negligence or wrongful acts or omissions of any officer, agent, or employee of Windstream in the performance of this Agreement. 6.2 Nothing contained herein shall operate as a limitation on the right of either party hereto to bring an action for damages against any third party, including indirect, special or consequential damages, based on any acts or omissions of such third party as such acts or omissions may affect the construction, operation or use of the Designated Conduit; provided, however, that each party hereto shall assign such rights or claims, execute such documents and do whatever else may be reasonably necessary to enable the other party to pursue any such action against such third party. SECTION 7. LIMITATION OF LIABILITY. Not withstanding any provision of this 2 `""`"`.,",,.'"•"'"'' Page 228 of 668 Agreement to the contrary, in no event shall either party be liable to the other party for any unforeseeable special, incidental, indirect, punitive or consequential damages, arising ou� of, or in connection with, transmission interruptions or problems, or any infierruption or degradation of service, including, but not limited to, damage or loss of property or equipment, loss of prafi#s or revenue, cost of capital, cost of replacement services, or claims of customers, whether occasioned by any construction, reconstruction, re[ocation, repair or maintenance performed by, or failed to be performed by, the other party or any ather cause whatsoever, including, without limitation, for breach of contract or breach of warranty all claims for which damages are hereby specifically waived. SECTION 8. W [ N S T R E A M EQUIPMENT. W i n d s#re a m shall have sole responsibility for installation, testing and operation of Windsfi�eam fiberor equipment. City shall na# be responsible for the operation or mainfienance of any Windstream fiber or equipment. City shall not be responsible for the transmission or reception of communications or signals by Windstream's fiber or equipment or for the quality of, or defects in, such transmission or reception. SECTIDN98. TERMINATION. Either party may fierminate this Agreement for cause if the other party breaches a material obligation of this Agreement and fails to correct the breach within 30 days of receiving written notice of the breach from #he non- breaching party. 3 Sensitivity:lnternal Page 229 of 668 SECTION 10. CONTRACT ADMINISTRATI�N. 'f�.1 Amentlments. This Agreement may be amended in writing from time to time by mutual consent of the Parties in the same manner in which this Agreement was approved 10.2 Third Partv Beneficiaries. There are no third party beneficiaries to this Agreement. This Agreement is intended only to benefit Mediacom and the City. 10.3 Choice of 1.aw and Forum. The laws of the State of lowa shall govern and determine all matters arising out of or in connection with this Agreement without regard to the choice of law provisions of lawa law. fn the event any judicial proceeding is commenced in connection with this Agreement, the exclusive jurisdiction for#he proceeding shall be brought in the Dis#rict Court of lowa for Dubuque County. 10.4 Inteara�ion. This Agreement, including all the documents incorporated by reference, represents the en�ire Agreement between the parties and neither party is relying on any representation that may have been made which is not includsd in this Agreement. The parties agree that if a Schedule, Addendum, Rider or Exhibit or other document is attached hereto by the parties, and referred to herein, then the same shall be deemed incorporated herein by reference. 10.5 Not a Joint Venture. Nothing in this Agreement shall be construed as creating or canstituting the relationship of a partnership,joint venture, (or other association of any kind or agent/principal relationship} between #he parties hereto. No party, unless otherwise specifically provided for herein, has the authority to enter into any agreement or create an obligation or liabili#y on behaif of, in the name of, or binding upon another party to this Agreement. 10.6 Waiver. Any breach or default by either party shaU not be waived or released other than by writing signed by#he other party. Failure by either party at any time to require performance by the other party or to claim a breach of any provision of the Agreement shall not be construed as affecting any subsequent breach or the right to require performance with respect thereto or to claim a breach with respect thereto. 10.7 Notices. Any and ail notices, designations, consents, offers, acceptances or any ofher communication provided for herein shall be given in writing by regis#ered or certified mail, return receipt requested, or by receipted hand deliver, by Federal Express, courier, or other similar and reliable carrier which shall be addressed to each party as set forth as follows: TO CITY: TO WINDSTREAM: 4 Sensiti�ity:�nternal Page 230 of 668 Each such notice shall be deemed to have been provided at the earliest of#he following: {a) at the time it is actually received; or{b) in the case of overnight hand delivery courier or services such as Federal Express with guaranteed next day delivery, within one day; or (c) in the case of registered U.S. Mail, within five {5} days. From time to time, the Parties may change the name and address of a party designated to receive notice. Such change of �he designated person shall be in writing to the other Party and as provided herein. 14.8 Cumulative Ric�hts. The various rights, powers, optians, elections and remedies of either party, provided in this Agreement, shall be construed as cumulative and no one of them is exclusive of the athers or exclusive of any rights, remedies or priorities allowed either party by law. No#hing in this Agreement shall be construed as affecting, impairing or limiting the equitable or legal remedies to which either party may be entitled as a result of any breach of this Agreement. .10.9 Severabilitv. 1f any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the invalid portion shall b� severed from this Agreement. Such a determination shall not affect the va(idity or enforceabi(ity of any other part ar provision of this Agreement. 10.10 Obliqations bevond Aareement Term. This Agreement shall remain in ful[ force and effect to the end of the specified term or until #erminated ar canceled pursuant to #his Agreement. All obligations of the parties incurred or existing under this Agreement as of the date of expiration, termination or cancellation will survive the expiration, terminatian or cance(lation of this Agreement. 10.11 Autharization. Each party to this Agreement represents and warrants to the other that ifi has the right, power and authority to en�er into and perform its obligations under this Agreement and that it has taken all requisite action{corporate, statutory, or o#herwise) to approve execution, delivery and performance of this Agreem�nt. This Agreement constitutes a legal, valid and binding obligation upon the parties in accordance with its terms. 5 Sensitivity:�nternal Page 231 of 668 10.12 Successors in Interest. All the terms, provisions, and conditions of the Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, and legal representatives. 10.13 Counterparts and Facsimile Siqnatures. The parties agree that this Agreement has been or may be executed in several counterparts, each of which shall be deemed an original and all such counterparts shall together constitute one and the same instrument. The parties further agree that the signatures on this Agreement or any amendment or schedule may be manual or a facsimile signature of the person authorized to sign the appropriate document. All authorized facsimile signatures shall have the same force and effect as if manually signed. 10.14 Taxes. City is a tax-exempt entity and no payment will be made for any taxes for any purpose by City. 10.15 Further Assurances and Corrective Instruments. Windstream agrees that it will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for carrying out the expressed intention of this Agreement. 10.16 Assianment and Deleaation. This Agreement may not be assigned, transferred or conveyed in whole or in part without the prior written consent of the other party, which shall not be unduly withheld. 10.17 Insurance. Windstream shall at all times during the performance of this Agreement maintain insurance as set forth in the attached Insurance Schedule. SECTION 11. EXECUTION. IN WITNESS WHEREOF, in consideration of the mutual covenants set forth above and for other good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, the parties have entered into the above Agreement and have caused their duly authorized representatives to execute this Agreement. Dated: Dated: 'L^��-5 City of Dubuque Windstream ��"'Wl Michael C. Van Milligen �'a �h �}pN�s 6 Page 232 of 668 INSURANCE SCHEDULE A 1. The lessee, licensee, or permittee shall furnish a signed certificate of insurance to the City of Dubuque, lowa for the coverage required in Exhibit I prior to the lease, license, or permit commencement. All lessees of City property and right o#way licensees or permittees shall submit an updated certificate annually. Each certificate shall be prepared on the most current ACORD form approved by the lowa Insurance Division or an equivalent. Each certificafe shall include a statement under Description of�perations as to why the certificate was issued. Service Agreement dated 2. All policies of insurance required hereunder shall be with an insurer authorized to do business in lowa and afl insurers shall have a rating of A or better in the current A.M. BesYs Rating Guide. 3. Each certificate shall be furnished to the Finance Department of the City of Dubuque. 4. The lessee, licensee, or permittee shall be required to carry the minimum coverage/limits, or greater if�equired by law or other legaf agreement, in Exhibit I. Faifure to provide the required minimum coverage shall not be deemed a waiver of such requirements by the Cify of Dubuque. 5. Failure to obtain or maintain the required insurance shall be considered a material breach of the lease, license, or permit. 6. All required endorsemenks shall be a#tached to certificate. 7. Whenever a specific ISO form is referenced the current edition of the form musf be used unless an equivalen#form is approved by the Director of Finance and Budget. The lessee, licensee, or permittee must identify and list in writing all deviations and exclusions from the ISO form. 8. If lessee's, licensee's, or permittee's limits of liability are higher fhan fhe required minimum limits then the lessee's, licensee's, or permi#tee's limits shall be this agreemenYs required limits. 9. Lesses, licensee, or permittee shall require all subcontractors and sub-subcontractors to obtain and maintain during fhe performance of work insurance for the coverages described in this Insurance Schedule and shall obtain certificates of insurance from all such subcontractors and sub- subcontractors. Lessee, licensee, or permittee agrees that it shall be liable for the failure of a subcontractor and sub-subcontractor to obtain and maintain such coverage. The City may request a copy of such certificates from the lessee, licensee, or permittee. 1�. LesseE, license& permittees shall be responsible for deduc#ibles and self-insured retention and for payment of all policy premiums and other costs associated with the insurance policies required below. 11. Afl certificates of insurance must include agents name, phone number and email address. 12. The City of Dubuque reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by this Schedule at any time. 13. The City of Dubuque reserves the right to modify these requirements, including limits, based on changes in the risk or other special circumstances during the term of the agreement, subject to mutual agreement of the parties. 7 Sensitivity:Internal Page 233 of 668 INSURANCE SCHEDULE A (Confiinued} EXHIBI7 I A) COMMERCIAL GENERAL LIABILITY General Aggregate L'[mit $2,000,000 Products-Completed Operations Aggregate Limit $1,000,000 Personal and Advertising Injury Limit $1,000,000 Each Occu�rence $9,000,000 Fire Damage Limit(any one occurrence) $50,000 Medical Payments $5,000 1) Coverage shall be wri#ten on an occurrence, not claims made, form. The general liability coverage shall be written in accord with 1S0 form CG 00 01 or business owners form BP 00 02. AII deviations from the standard IS�commercial general liability form CG 0001, or Business owners form BP 00 02, shall be clearly identified. 2) Include [SO endorsement form CG 25 04"Designated Location(s) General Aggregate Limit." 3) Include endorsement indicating that coverage is primary and non-contributory. 4) Include Preservation of Governmental Immunities Endorsement (Sampfe attached). 5) Include addifional insured endorsement for: The City of Dubuque, including alE 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 20 10 {Ongoing operations)ar its equivalent. 6) Policy shall include Waiver of Right#o RecovEr from Others Endorsement. B} WORKERS' COMPENSATION & EMPLOYERS LtABtLiTY 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 fowa Coverage B Employers Liability Each Accident $100,000 Each Employee-Disease $100,000 Policy Limit-Disease $500,000 Poficy shall include Waiver ofi Righ#to Recover from Others endorsement. Coverage B limits shall be greater if required by the umbrella/excess insurer. OR If, by lowa Code Section 85.1A, the lessee, licensee, or permittee is not required to purchase Workers'Compensation lnsurance, the [essee, licensee, or permittee shalt have a copy of the State's Nonelection of Workers'Compensation or Employers' Liabili#y Coverage form on file with the lowa Workers' Compensation Insurance Commissioner, as required by lowa Code Section 87.22. Completed form must be attached. INSURANCE SCHEDULE A (Continued) C) POLLUTION LIABILITY_ 8 �...._:.:..:....�....._.._� Page 234 of 668 Coverage required: �,Yes _*_No Pollution liability coverage shall be required if the lessee, contracting party, or permittee has any polEution Exposure for abatement of hazardous or contaminated materials including, but not limited to, petroleum products, the�emovaf of lead, asbestos, or PCBs. Pollution product and completed operations coverage shall also be c�vered. Each occurrence $2,000,000 Policy Aggregate $4,000,000 1} Policy to include job site and transpartatian coverage. 2) Enclude additional insured for: The City of Dubuque, including all its elected and appointed officials, all its employEes and volunteers, all its boards, commissions and/or authori#ies and their board members, employees and volunteers. Use ISO form CG 2010. (Ongoing operations)or its equivalent and CG2037(completed operations) or its equivalent. 3) Enclude Preservation of Gvvernmental Immunities Endorsement. 4) Provide evidence of cvverage far 5 years after completion of project. D} PROPERTY INSURANCE REQU(RED BY LEASE, LICENSE, OR PERMIT Yes * No Evidence of property coverage provided: _Yes lnclude the City o#Dubuqus as Lender Loss Payable. E) RIGHT-�F-WAY WORK C?NLY: UMBREL,LAIEXCESS $1,000,000 * Yes No The General Liability, Automobile Liability and Workers Compensation insurance requirements may be satisfied with a combination of primary and Umbrella or Excess Liability Insurance. If the Umbrella or Excess Insurance policy does not follow the form of the p�imary policies, i{shall include #he same endorsements as required of the primary policies including Waiver of Subrogation AND Primary and Non-contributory in favor of the City. F) FLOOD INSURANCE Yes * No If Required Coverage $ 9 Page 235 of 668 Please be aware that naming the City of Dubuque as an additional insured as is required by this Insurance Schedule may result in the waiver of the City's governmental immunities provided in fowa Code sec. 670.4. If yau would like to preserve those immunities, please use this endorsement or an equivalent form. PRESERVATION OF GOVERNMENTAL IMMUNITIES ENDORSEMENT 1. Nonwaiver of Governmental Emmunifv.The insurer expressly agrees and states that the purchase of this policy and the including of the City of�ubuque, lawa 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 Coveraqe. The insurer 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 fram 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 insurer. 4. Non-Denial of Coveraqe. The insurer shall nof deny coverage under fhis policy and the insurer 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 competenf jurisdiction has ruled in favor of the defense(s) of governmental immuni#y asserted by the City of Dubuque, lowa. No Other ChanQe in Policy. The above preservation of governmental imrnunities shall not otherwise change or alter the coverage available under the policy. (DEPAR7MENT MANAGER: FILL tN ALL BLANKS AND CHECK BOXES) 10 Sensitivity:�nternal Page 236 of 668 ATTACHMENT A �� .. . - � 3'' . . �. � �, ��,,,��. r� � � '��. + � �r. � �� , ��' ��.��. l / ♦ �`� � . = 'w��;` � ! � - �* ��".�'�.�� :•: 1 _ :o-i "a'��r_� ��I`� � � ' �. ' ' t,� � � �i'��.r ' f . ` . � y,� '' ��'I'�`'��? tT�'i � 4„} . . .� �. � � �?�r:i... .-.s,__ - �7SfR+rR,s a �Y _ _ � _', ^"' .�s�i� s+ __ . .+^• _ _ �l•� _�: � r__�7�'�'� �� V;�'�~�n2� i } ', � �� L�� , +��• '� . �} l.s9 -f�wj � ..d1 �� +{I:e T+ �1, ` � • �` �r+(, ,;.�!' ,�.:.' -�iT � ,-'�■ �`�-i� �+.,��4�«;7,=� t�� 'a^�. �'�`'+�'F,, :��,�p��.s,�[ � ,r -�� rt � �i' ,J .�� , ,rv�,,.. , � _ • J ��...�.. � , �'�y,�k ... �,� ., ,-� T ,� - .. • - , :,� ��;;�� . .� �� :' '-�j � - � � �,.[-.,, � f � � ,' '��.� .,(�� i', ,` �!!� ': . 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