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Wireless Agreement with Dubuque Community SchoolsTHE CITY OF ~T T~ ~ LJ Dubuque All-Am~icaCitY ~ - _. :: Masterpiece on tj2e Mis~issi~pi 2007 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Wireless Network Equipment License Agreement between City of Dubuque and Dubuque Community Schools DATE: March 11, 2008 The Dubuque Fire Department in partnership with Racom Corporation is currently in the process of installing and configuring equipment that will provide wireless network access from laptop computers located in Fire vehicles. Initially the wireless connection will be used to transmit call times to the dispatch system and access dispatch information such as location of the call. The functionality of this network depends upon connectivity to 16 wireless access points located in strategic geographic locations throughout the city. Once the transmission is made from the mobile laptop computer the signal locates the closest wireless access point. A connection at the wireless access point is then made to the City's network resources using either City owned fiber or I-Net fiber. Although most of the wireless access points are located in City-owned facilities there are four sites which are not. To establish the access point in the non-City sites, a license agreement has been drafted and forwarded for placement of equipment in and on the buildings. Information Services Manager Chris Kohlmann is recommending approval of a Wireless Network Equipment License Agreement with the Dubuque Community School District. I concur with the recommendation and respectfully request Mayor and City Council approval. V Mic ael C. Van Milligen MCVM/jh Attachment cc: Barry Lindahl, City Attorney Cindy Steinhauser, Assistant City Manager Chris Kohlmann, Information Services Manager ,. THE CITY OF Dubuque , ~.-- ~T T ~ ~ ~3" all-America city ~..J Masterpiece on the Mississippi 2007 TO: Michael C. Van Milligen, City Manager ~) FROM: Chris Kohlmann, Information Services Manager ?'~~I~~~~~z,~.. L SUBJECT: Wireless Network Equipment License Agreement between City of Dubuque and Dubuque Community Schools DATE: February 22, 2008 BACKGROUND The Dubuque Fire Department in partnership with Racom Corporation is currently in the process of installing and configuring equipment that will provide wireless network access from laptop computers located in Fire vehicles. Initially the wireless connection will be used to transmit call times to the dispatch system and access dispatch information such as location of the call. The functionality of this network depends upon connectivity to 16 wireless access points located in strategic geographic locations throughout the city. Once the transmission is made from the mobile laptop computer the signal locates the closest wireless access point. A connection at the wireless access point is then made to the City's network resources using either City owned fiber or I-Net fiber. Although most of the wireless access points are located in City-owned facilities there are four sites which are not. To establish the access point in the non-City sites, a license agreement has been drafted and forwarded for placement of equipment in and on the buildings. DISCUSSION Attached please find the signed agreement from Dubuque Community Schools along with a cover letter from Ronald H. Holm, Executive Director of Finance and Business Services. Corporation Counsel Barry Lindahl and I have reviewed this document and find it acceptable. ACTION STEP I would ask that you review this information and sign the attached agreement. Please let me know if there are any questions or concerns. Thank-you. cc: Barry Lindahl, Corporation Counsel Jeanne Schneider, City Clerk Dan Brown, Fire Chief ~- C~omm~ty ' ~ ~ Schools Learning•leading•Living 2300 Chaney Road Dubuque, Iowa 52001-3095 February 14, 2008 Ms. Chris Kohlmann, Manager Information Services Department City of Dubuque 50 West 13th Street Dubuque, Iowa 52001-4864 Dear Ms. Kohlmann: RE: Wireless Network Equipment License Agreement Ron Holm, CPA (Inactive) Executive Director of Finance and Business Services Phone: 563/552-3023 Fax: 563/552-3026 rholm@dubuque. k12. ia. us The Dubuque Community School District Board of Education approved the Wireless Network Equipment License Agreement at its February 11, 2008, meeting. Enclosed are two (2) copies of the agreement signed by the Board President and Secretary. Please return a fully executed agreement to me. A District invoice for the annual rent is also enclosed. Please contact me if you have questions. Sincerely, Ronald H. Holm Executive Director of Finance and Business Services RH/j s Enclosures WIRELESS NETWORK EQUIPMENT LICENSE AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND DUBUQUE COMMUNITY SCHOOL DISTRICT This Wireless Network Equipment License Agreement (the Agreement), dated for reference purposes the day of , 2008, 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 desires to install, operate and maintain wireless network equipment at Dubuque Senior High School and Stephen Hempstead High School (the Site), which shall include: Dubuque Senior High School, 1800 Clarke Drive, Dubuque, Iowa 52001-4199 Stephen Hempstead High School, 3715 Pennsylvania Avenue, Dubuque, Iowa 52002-3792 • Alvarion rack-mountable chassis with 900 Mhz access unit and GPS synchronization and power supply cards installed. Powered by UPS. Size 6" tall, 19" wide, 10" deep. • UPS to power Alvarion shelf. Requires 110 VAC power. APC BK350 system. • Antenna and mounts, along with GPS antenna. Each site would have aband- pass filter installed to eliminate interference coming into the system (approx 6" x 6" x 12" mounted externally on the pole) and a lightning suppressor mounted inside the building and attached to building ground system. Two antenna cables feed between the Alvarion shelf and this antenna structure (approx'/2" diameter each). Additionally, the outdoor radio unit (approximately 2" x 4" x 12" mounted externally on the pole) will be grounded to the building ground system via exterior plumbing or electrical system as available per site. • A standard antenna installation would include one omni-directional BCD- 87010-NE25 on a 10' tall pole, either roof orwall-mounted. Coverage issues may in the future necessitate changing the omni-directional antenna to multiple directional arrays. Each directional array would require an antenna cable and an additional card in the existing rack-mountable shelf. • Fiber converter -Ethernet to single-mode fiber interface. Requires 110 VAC power. If the entire assembly is located near the demarc point for the fiber optic system, all of the equipment could be powered from the same UPS. • Ethernet cable from the Alvarion shelf to the fiber converter. (collectively called the Wireless Network Equipment) for use in connection with the City of Dubuque Public Safety Wireless Network System; and Whereas, the parties desire to enter into this Agreement on the terms and conditions set forth below. 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 Wireless Network Equipment located at the Site on the terms and conditions set forth herein. 1.2. Grantor reserves the right to require City to relocate its Wireless Network Equipment to other locations at the Site .City shall complete the relocation of its 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 1St day of June, 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 this Agreement 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 Wireless Network Equipment for the transmission, reception and operation of a Public Safety Wireless Network 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 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 Wireless Network Equipment. 4.3. The 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 the Agreement, City shall remove the Wireless Network Equipment and any improvements from the Grantor within ninety (90) days. Such removal shall be done in a workmanlike and careful manner and without interference or damage to any other equipment, structures or operations on or within the Site. 4.4. Upon removal of the 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 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 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 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 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 immediately at City's expense and to Grantor's reasonable satisfaction. 6.3. Within thirty (30) days of the completion of the initial installation of the Wireless Network Equipment, City shall provide Grantor with as-built drawings of the 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 Wireless Network Equipment located in and on the Site. 6.4 City's installation, maintenance and use of the Wireless Network Equipment shall not interfere with Grantor's communication systems, 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 Wireless network Equipment from time to time with the prior written approval of Grantor, whose approval shall not be unreasonably withheld, provided that the replacement Wireless network Equipment are not greater in number or size than the existing Wireless Network Equipment and that any change in equipment locations in or on the Site is prior approved in writing by Grantor. City shall submit to Grantor a proposal for any such replacement 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 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 of, or other leasing, or other portions of the Site by Grantor. 8.2. City shall have sole responsibility for the maintenance, repair, and security of its Wireless Network Equipment, and City shall keep the same in good repair and condition during the term of the Agreement, and as such Agreement may be renewed and extended. 8.3. City shall keep the area of the Site where the 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 City's Wireless Network Equipment and protect such which may occur 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 Sam - 5pm) to the Site by means reasonably designated by Grantor, subject to notice requirements to Grantor, herein, in order to install, operate and maintain its 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 120 days prior written notice to City. Upon such termination, City shall remove the Wireless Network Equipment in accordance with Section 4(c) herein. SECTION 11. MUTUAL INDEMNIFICATION 11.1. City's Indemnification. City agrees to hold Grantor harmless, indemnify it, 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 Wireless Network Equipment. 11.2. Grantor's Indemnification. Grantor agrees to hold City harmless and 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 Liabilitv. Notwithstanding Pars. 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 applicable insurance, but if a party is not insured, such party shall fully indemnify the other as provided in Pars. 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 Liabilitv. 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 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. SECTIONI4. ENTIRE AGREEMENT This Agreement constitutes the entire supersedes any prior understandings or parties respecting the within subject matter. agreement between the parties and oral or written agreements between the 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. IN WITNESS WHEREOF, the parties hereto bind themselves to this Facilities Use Agreement as of the day and year first above written. THE CITY OF DUBUQUE, IOWA By: Michael C. Van Milligen City Manager Dubuque Community School District, Grantor By: L ry ppk Board resident ATTEST: By: By: J i S. Lucas Board Secretary Jeanne F. Schneider City Clerk •~ STATE OF IOWA ) )ss: COUNTY OF DUBUQUE ) ACKNOWLEDGMENTS On this day of , 20_, before me a Notary Public in and for the State of Iowa, personally appeared Michael C. Van Milligen and Jeanne F. Schneider, to me personally known, who being duly sworn, did say that they are the City Manager and City Clerk, respectively, of the City of Dubuque, Iowa, a Municipal corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said Municipal corporation by authority and resolution of its City Council and said City Manager and City Clerk acknowledged said instrument to be the free act and deed of said Municipal corporation by it and by them voluntarily executed. Given under my hand and seal this day of , 20_. Notary Public My commission expires: STATE OF IOWA COUNTY OFDUBUQUE ) )ss: This instrument was acknowledged before me on this 1~ day of ~e--bc ~.~~~-~ , 2008 by Larry D. Loeppke and Joni S. Lucas as President and Secretary, respectively of the Dubuque Community School District. ~ ~~~.. No ary Public " _ My commission expires: ~w ~~~~ .~ JOAN M. SIG'JVARTH _,° Comm~ss;an Number 737370 ~oww My Cos'~'TI. EXp. CC" 27, 2008 ,~ WIRELESS NETWORK EQUIPMENT LICENSE AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND DUBUQUE COMMUNITY SCHOOL DISTRICT This Wireless Network Equipment License Agreement (the Agreement), dated for reference purposes the day of , 2008, 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 desires to install, operate and maintain wireless network equipment at Dubuque Senior High School and Stephen Hempstead High School (the Site), which shall include: Dubuque Senior High School, 1800 Clarke Drive, Dubuque, Iowa 52001-4199 Stephen Hempstead High School, 3715 Pennsylvania Avenue, Dubuque, Iowa 52002-3792 • Alvarion rack-mountable chassis with 900 Mhz access unit and GPS synchronization and power supply cards installed. Powered by UPS. Size 6" tall, 19" wide, 10" deep. • UPS to power Alvarion shelf. Requires 110 VAC power. APC BK350 system. • Antenna and mounts, along with GPS antenna. Each site would have aband- pass filter installed to eliminate interference coming into the system (approx 6" x 6" x 12" mounted externally on the pole) and a lightning suppressor mounted inside the building and attached to building ground system. Two antenna cables feed between the Alvarion shelf and this antenna structure (approx'/2" diameter each). Additionally, the outdoor radio unit (approximately 2" x 4" x 12" mounted externally on the pole) will be grounded to the building ground system via exterior plumbing or electrical system as available per site. • A standard antenna installation would include one omni-directional BCD- 87010-NE25 on a 10' tall pole, either roof orwall-mounted. Coverage issues may in the future necessitate changing the omni-directional antenna to multiple directional arrays. Each directional array would require an antenna cable and an additional card in the existing rack-mountable shelf. • Fiber converter -Ethernet to single-mode fiber interface. Requires 110 VAC power. If the entire assembly is located near the demarc point for the fiber optic system, alt of the equipment could be powered from the same UPS. • Ethernet cable from the Alvarion shelf to the fiber converter. (collectively called the Wireless Network Equipment) for use in connection with the City of Dubuque Public Safety Wireless Network System; and Whereas, the parties desire to enter into this Agreement on the terms and conditions set forth below. 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 Wireless Network Equipment located at the Site on the terms and conditions set forth herein. 1.2. Grantor reserves the right to require City to relocate its Wireless Network Equipment to other locations at the Site .City shall complete the relocation of its 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 1St day of June, 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 this Agreement 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 Wireless Network Equipment for the transmission, reception and operation of a Public Safety Wireless Network 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 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 Wireless Network Equipment. 4.3. The 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 the Agreement, City shall remove the Wireless Network Equipment and any improvements from the Grantor within ninety (90) days. Such removal shall be done in a workmanlike and careful manner and without interference or damage to any other equipment, structures or operations on or within the Site. 4.4. Upon removal of the 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 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 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 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 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 immediately at City's expense and to Grantor's reasonable satisfaction. 6.3. Within thirty (30) days of the completion of the initial installation of the Wireless Network Equipment, City shall provide Grantor with as-built drawings of the 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 Wireless Network Equipment located in and on the Site. 6.4 City's installation, maintenance and use of the Wireless Network Equipment shall not interfere with Grantor's communication systems, 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 Wireless network Equipment from time to time with the prior written approval of Grantor, whose approval shall not be unreasonably withheld, provided that the replacement Wireless network Equipment are not greater in number or size than the existing Wireless Network Equipment and that any change in equipment locations in or on the Site is prior approved in writing by Grantor. City shall submit to Grantor a proposal for any such replacement 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 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 of, or other leasing, or other portions of the Site by Grantor. 8.2. City shall have sole responsibility for the maintenance, repair, and security of its Wireless Network Equipment, and City shall keep the same in good repair and condition during the term of the Agreement, and as such Agreement may be renewed and extended. 8.3. City shall keep the area of the Site where the 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 City's Wireless Network Equipment and protect such which may occur 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 Sam - 5pm) to the Site by means reasonably designated by Grantor, subject to notice requirements to Grantor, herein, in order to install, operate and maintain its 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 120 days prior written notice to City. Upon such termination, City shall remove the Wireless Network Equipment in accordance with Section 4(c) herein. SECTION 11. MUTUAL INDEMNIFICATION 11.1. City's Indemnification. City agrees to hold Grantor harmless, indemnify it, 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 Wireless Network Equipment. 11.2. Grantor's Indemnification. Grantor agrees to hold City harmless and 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 Pars. 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 applicable insurance, but if a party is not insured, such party shall fully indemnify the other as provided in Pars. 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 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. SECTIONI4. 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. IN WITNESS WHEREOF, the parties hereto bind themselves to this Facilities Use Agreement as of the day and year first above written. THE CITY OF DUBUQUE, IOWA By: Michael C. Van Milligen City Manager Dubuque Community School District, Grantor By: ry D. ppk Board President ATTEST: By: Jeanne F. Schneider City Clerk By: J ni S. Lucas Board Secretary ACKNOWLEDGMENTS STATE OF IOWA ) )ss: COUNTY OF DUBUQUE ) On this day of , 20_, before me a Notary Public in and for the State of Iowa, personally appeared Michael C. Van Milligen and Jeanne F. Schneider, to me personally known, who being duly sworn, did say that they are the City Manager and City Clerk, respectively, of the City of Dubuque, Iowa, a Municipal corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said Municipal corporation by authority and resolution of its City Council and said City Manager and City Clerk acknowledged said instrument to be the free act and deed of said Municipal corporation by it and by them voluntarily executed. Given under my hand and seal this day of , 20_. Notary Public My commission expires: STATE OF IOWA COUNTY OFDUBUQUE ) )ss: This instrument was acknowledged before me on this 11 +" day of ~ zbr ~~~~ ~ , 2008 by Larry D. Loeppke and Joni S. Lucas as President and Secretary, respectively of the Dubuque Community School District. f ~ `~ f~ i ~~ti~ Not ry Public f My commission expires: ~~' ~.., JOAN M. SIGWARTH Commission Number 737370 ~„y,p N!y Cor,~n. Exp. aC" 27, 2008 WIRELESS NETWORK EQUIPMENT LICENSE AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND DUBUQUE COMMUNITY SCHOOL DISTRICT This Wireless Network Equipment 15=greement (the Agreement), dated for reference purposes the/7 -'day of , 2008, 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 desires to install, operate and maintain wireless network equipment at Dubuque Senior High School and Stephen Hempstead High School (the Site), which shall include: Dubuque Senior High School, 1800 Clarke Drive, Dubuque, Iowa 52001-4199 Stephen Hempstead High School, 3715 Pennsylvania Avenue, Dubuque, Iowa 52002-3792 • Alvarion rack -mountable chassis with 900 Mhz access unit and GPS synchronization and power supply cards installed. Powered by UPS. Size 6" tall, 19" wide, 10" deep. • UPS to power Alvarion shelf. Requires 110 VAC power. APC BK350 system. • Antenna and mounts, along with GPS antenna. Each site would have a band- pass filter installed to eliminate interference coming into the system (approx 6" x 6" x 12" mounted externally on the pole) and a lightning suppressor mounted inside the building and attached to building ground system. Two antenna cables feed between the Alvarion shelf and this antenna structure (approx 1/2" diameter each). Additionally, the outdoor radio unit (approximately 2" x 4" x 12" mounted externally on the pole) will be grounded to the building ground system via exterior plumbing or electrical system as available per site. • A standard antenna installation would include one omni-directional BCD- 87010-NE25 on a 10' tall pole, either roof or wall -mounted. Coverage issues may in the future necessitate changing the omni-directional antenna to multiple directional arrays. Each directional array would require an antenna cable and an additional card in the existing rack -mountable shelf. • Fiber converter — Ethernet to single -mode fiber interface. Requires 110 VAC power. If the entire assembly is located near the demarc point for the fiber optic system, all of the equipment could be powered from the same UPS. • Ethernet cable from the Alvarion shelf to the fiber converter. (collectively called the Wireless Network Equipment) for use in connection with the City of Dubuque Public Safety Wireless Network System; and Whereas, the parties desire to enter into this Agreement on the terms and conditions set forth below. 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 Wireless Network Equipment located at the Site on the terms and conditions set forth herein. 1.2. Grantor reserves the right to require City to relocate its Wireless Network Equipment to other locations at the Site . City shall complete the relocation of its 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 1st day of June, 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 this Agreement 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 Wireless Network Equipment for the transmission, reception and operation of a Public Safety Wireless Network 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 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 Wireless Network Equipment. 4.3. The 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 the Agreement, City shall remove the Wireless Network Equipment and any improvements from the Grantor within ninety (90) days. Such removal shall be done in a workmanlike and careful manner and without interference or damage to any other equipment, structures or operations on or within the Site. 4.4. Upon removal of the 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 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 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 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 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 immediately at City's expense and to Grantor's reasonable satisfaction. 6.3. Within thirty (30) days of the completion of the initial installation of the Wireless Network Equipment, City shall provide Grantor with as -built drawings of the 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 Wireless Network Equipment located in and on the Site. 6.4 City's installation, maintenance and use of the Wireless Network Equipment shall not interfere with Grantor's communication systems, 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 Wireless network Equipment from time to time with the prior written approval of Grantor, whose approval shall not be unreasonably withheld, provided that the replacement Wireless network Equipment are not greater in number or size than the existing Wireless Network Equipment and that any change in equipment locations in or on the Site is prior approved in writing by Grantor. City shall submit to Grantor a proposal for any such replacement 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 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 of, or other leasing, or other portions of the Site by Grantor. 8.2. City shall have sole responsibility for the maintenance, repair, and security of its Wireless Network Equipment, and City shall keep the same in good repair and condition during the term of the Agreement, and as such Agreement may be renewed and extended. 8.3. City shall keep the area of the Site where the 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 City's Wireless Network Equipment and protect such which may occur 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 notice requirements to Grantor, herein, in order to install, operate and maintain its 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 120 days prior written notice to City. Upon such termination, City shall remove the Wireless Network Equipment in accordance with Section 4(c) herein. SECTION 11. MUTUAL INDEMNIFICATION 11.1. City's Indemnification. City agrees to hold Grantor harmless, indemnify it, 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 Wireless Network Equipment. 11.2. Grantor's Indemnification. Grantor agrees to hold City harmless and 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 Pars. 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 applicable insurance, but if a party is not insured, such party shall fully indemnify the other as provided in Pars. 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 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. SECTION14. 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. IN WITNESS WHEREOF, the parties hereto bind themselves to this Facilities Use Agreement as of the day and year first above written. THE CITY OF DUBUQUE, IOWA % By: �1;,,' Michael C. Van Milligen City Manager ATTEST: By: �/�� 174 anne F. Schneider City Clerk Dubuque Community School District, Grantor By: ry ppk Board resident By: Joni S. Lucas Board Secretary el ACKNOWLEDGMENTS STATE OF IOWA )ss: COUNTY OF DUBUQUE ) On this day of , 20, before me a Notary Public in and for the State of Iowa, personally appeared Michael C. Van Milligen and Jeanne F. Schneider, to me personally known, who being duly sworn, did say that they are the City Manager and City Clerk, respectively, of the City of Dubuque, Iowa, a Municipal corporation, created and existing under the laws of the State of Iowa, and that the seal affixed to the foregoing instrument is the seal of said Municipal corporation by authority and resolution of its City Council and said City Manager and City Clerk acknowledged said instrument to be the free act and deed of said Municipal corporation by it and by them voluntarily executed. Given under my hand and seal this day of , 20. STATE OF IOWA )ss: COUNTY OFDUBUQUE ) Notary Public My commission expires: This instrument was acknowledged before me on this ) / ' (1 day of , 2008 by Larry D. Loeppke and Joni S. Lucas as President and Secretary, respectively of the Dubuque Community School District. 1 Notary Public My commission expires: JOAN M. SIG'WARTH Commission Number 737370 My Comm, Exp. CC" 27, 2008