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ImOn Communications, LLC_Proposed Master Co-Location and Shared Services Agreement 10 16 17Copyrighted October 16, 2017 City of Dubuque Consent Items # 20. ITEM TITLE: Proposed Master Co -Location and Shared Services Agreement Between the City of Dubuque, Iowa and ImOn Communications, LLC SUMMARY: City Manager recommending approval of a Master Co - Location and Shared Services Agreement and Project Statement: Sharing Agreement#1 between ImOn Communications, LLC and the City of Dubuque. SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Approve ATTACHMENTS: Description Type ImOn Communications LLC and City of Dubuque-MVM City Manager Memo Memo Staff Memo Staff Memo MASTER CO -LOCATION AND SHARED SERVICES Supporting Documentation AGREEMENT PROJECT STATEMENT: Sharing Agreement # 1 between ImOn Communications LLC and City of Supporting Documentation Dubuque Masterpiece on the Mississippi TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager Dubuque All -America City '1111' 2007 • 2012 • 2013 • 2017 SUBJECT: Proposed Master Co -Location and Shared Services Agreement Between the City of Dubuque, Iowa and ImOn Communications, LLC DATE: October 12, 2017 Information Services Manager Chris Kohlmann, Civil Engineer II Dave Ness and Greater Dubuque Development Corporation Sustainable Innovation Consultant David Lyons are recommending approval of a Master Co -Location and Shared Services Agreement and Project Statement: Sharing Agreement #1 all between ImOn Communications LLC and the City of Dubuque. I concur with the recommendation and respectfully request Mayor and City Council approval. Micliael C. Van Milligen MCVM:sv Attachment cc: Crenna Brumwell, City Attorney Teri Goodmann, Assistant City Manager Cori Burbach, Assistant City Manager Chris Kohlmann, Information Services Manager Gus Psihoyos, City Engineer Jennifer Larson, Budget Director Dave Ness, Civil Engineer II David Lyons, Greater Dubuque Development Corporation Sustainable Innovation Consultant Masterpiece on the Mississippi TO: Michael C. Van Milligen, City Manager FROM: Chris Kohlmann, Information Services Manager Dave Ness, Civil Engineer II David Lyons, Sustainable Innovation Consultant Dubuque All -America City 1 I 1 2007 . 2012 . 2013 :2017 SUBJECT: Proposed Master Co -Location and Shared Services Agreement Between the City of Dubuque, Iowa and Imon Communications, LLC DATE: October 11, 2017 INTRODUCTION As a smaller metropolitan area, Dubuque faces significant challenges to continue to grow its economy and community. "Connectivity" plays a key role in decision -making by families and companies when deciding where to locate. In this new "work from anywhere, connect from everywhere" society they want to locate where there is globally competitive broadband and telephony services. It has become the "4th Utility". Just as it is no surprise that companies and families won't locate where there is no access to electricity, gas or water, the same is now true for broadband fiber and mobile telephony. BACKGROUND Feedback around telecommunications services, provided to us by residents and industry, illustrates the perception that Dubuque must improve its connectivity if it wants to be competitive with leading communities across the region and world. That work has already begun as part of a comprehensive broadband acceleration initiative which has at its core a very simple but important focus ....to reduce the cost and time needed for new technology and broadband investment in Dubuque. Working primarily through public/private collaborations, we have seen solid progress over the last 18 months. We have seen significant new investments with partners like Wisconsin Independent Network and CS Technologies. We have seen cost saving opportunities with partners like Unite Private Network. We have seen the opportunities for enhancing existing services through collaborations with CenturyLink and Mediacom. And we have implemented innovative new tools like Master Licensing Agreements and Master Shared Service Agreements and updated all City Communications Licensing. Progress has been made but more can be done. DISCUSSION In response to Dubuque's updated strategy, ImOn Communications approached Greater Dubuque Development and the City. ImOn Communications, based in Cedar Rapids, is a strong regional provider of Internet and point to point communication services. They expressed an interest in fiber optic capacity and co -location opportunities. In analyzing Dubuque's potential fiber optic and conduit assets, it became clear that there could be a unique opportunity to: (1) Renovate, update and utilize a presently unutilized conduit asset in the community; (2) Alleviate the need for near term City investment in a new east/west arterial fiber connection to serve City needs; (3) Allow ImOn Communications to significantly accelerate its consideration of and investment in Dubuque; and (4) Create a new, redundant broadband path into Dubuque from the southwest. ImOn has developed a business plan to invest in Dubuque which is supported by the attached Master Co -location and Shared Services Agreement. BUDGET IMPACT A detailed review of the agreed to co -location and shared services estimates that the first -year value to the City would be $188,259 and the estimated value to ImOn Communications would be $154,800 with on -going value to the City in the twenty (20) year agreement. There should be no negative budgetary impacts from the implementation of the Master Agreement with ImOn Communications to the City and both a near -term and long-term positive budget impact of removing the need for the City to install new broadband conduit to improve services and create redundant access to the City's west side. RECOMMENDATION AND ACTION REQUESTED ImOn Communications is a strong regional communications provider who will bring additional and redundant broadband capacity to Dubuque. The attached Master Co - Location and Shared Services Agreement and initial Project Statement will both accelerate this investment into Dubuque and have significant positive economic impacts for the City's budget. We would respectfully request your approval and would ask that you forward this information to the Dubuque City Council and recommend their approval. c.c. Crenna Brumwell, City Attorney Barry Lindahl; Senior Counsel 2 MASTER CO -LOCATION AND SHARED SERVICES AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND ImOn COMMUNICATIONS, LLC The parties to this Master Shared Services Agreement ("Agreement") are ImOn Communications, LLC (ImOn) and the City of Dubuque, Iowa (CITY), a municipal corporation organized and existing under the laws of the State of Iowa. The effective date ("Effective Date") of this Agreement shall be as of the last date of execution. RECITALS: • ImOn desires to co -locate and share services in the Greater Dubuque Region to facilitate the expansion of broadband and small cell access, services and choice to its customers. • CITY desires to co -locate and share services in the Greater Dubuque Region to facilitate the expansion of broadband and small cell access, services and choice to citizens and businesses, and provision of services to citizens of the community. • Both ImOn and CITY desire to reduce costs through the sharing of fixed assets and capacity. Now, therefore, in consideration of the promises and covenants contained herein, the Parties do hereby mutually agree as follows: SECTION 1. PROJECT STATEMENTS. 1.1 In addition to this Master Agreement, ImOn and CITY agree to develop and sign Project Statements which will further define the description of facilities, responsibilities, subcontractors, technical services and charges and other necessary terms for the implementation of specific co -location and/or sharing activities. 1.2 In the event of any conflict between any term or condition of this Agreement and a Project Statement, the terms and conditions of this Agreement will control, unless the conflicting provisions of the Project Statement expressly provide that the Parties intend for such conflicting terms to be given effect for such Project Statement notwithstanding the provisions of this Agreement. Terms contained in a Project Statement that are not contained in, and that do not conflict with, this Agreement shall be given effect. 1.3 The City of Dubuque Communication Systems in Public Right of Way is made part of this MSA and is executed concurrently with the execution of the MSA. Carrier projects separate from this MSA will be required to follow the Communication Systems in Public Right of Way procedures, rules, regulations and fee schedule. SECTION 2. SERVICES DESCRIPTION OF LEASED OR PURCHASED FIBER OR AVAILABLE CONDUIT AND SHARED 2.1 Use of and Access to ImOn Co -Location Facilities. 101017 (1) CITY shall be responsible for all installation and maintenance of its equipment at an ImOn site unless otherwise agreed to in writing by ImOn. Such installation and maintenance shall be conducted in accordance with any and all rules as ImOn in its sole discretion might from time to time create and which include but are not limited to those contained in Exhibit 1, attached hereto and incorporated herein by reference. All CITY equipment shall remain the sole property and responsibility of CITY. (2) Escorted access to an ImOn Point of Presence (POP) shall be required for all work done by CITY employees, or the employees of any firm the CITY retains on a permanent or part- time basis to provide installation or maintenance service of the CITY's equipment unless otherwise agreed to by ImOn. For non -emergency access, ImOn shall make access available to CITY within five (5) business days of ImOn's acknowledgment of receipt of notice from CITY unless specified differently in any Project Statement, or as soon thereafter as reasonably possible. If CITY requests emergency access to the ImOn POP, ImOn shall provide such access as soon as reasonably possible. All CITY POP access shall be with the escort of a member of ImOn's Network Operations team. 2.2 Permission to Work at ImOn facilities. Plans for CITY Co -Location as described in any Project Statement shall be completed by CITY and shall be submitted in writing to the designated contact specified under Section 8 of this Agreement prior to the commencement of any work. Such plans or subsequent major alterations thereof must have the written approval of the designated contact specified under Section 8 of this Agreement prior to the commencement of any work. CITY shall also advise the designated contact specified under Section 8 of this Agreement of security arrangements and the names of those persons authorized to enter the ImOn POP to work on CITY'S equipment. 2.3 Interconnection at ImOn facilities. The Parties agree that CITY'S co -location with ImOn is for the primary purpose of housing and operating CITY'S equipment connected to CITY'S network. ImOn, at its sole discretion, may permit CITY interconnection with a third party within an ImOn POP and if permitted, shall be only upon ImOn's prior written consent. 2.4 Non-exclusive Placement of Fiber in ImOn Conduit. CITY may request to lease or purchase any available ImOn conduit for the installation of City -owned fiber at its sole cost and expense and as approved within a Project Statement. The use of the ImOn conduit shall be non-exclusive and ImOn shall have the right to use said conduit and allow other permittees to use the conduit. CITY shall also have the right to use the ImOn hand -holes located in the area for the purpose of installing the fiber. This use shall include the right to penetrate the hand -holes with inter -duct for the purpose of installing the fiber. After the installation, CITY shall restore the site of installation to its pre -installation condition. ImOn shall have the right at any time, with not less than 120-day's written notice delivered to City, to require CITY at CITY'S sole cost and expense to remove or relocate the fiber placed in the conduit by CITY (or other items installed in the conduit by CITY) should it be deemed necessary by ImOn for any reason, in ImOn sole discretion, including the repair, replacement, inspection or relocation of the conduit. If ImOn requires CITY to remove the fiber, ImOn shall provide to CITY a reasonable opportunity to install conduit in a different location which will allow CITY to replace the removed fiber. ImOn shall not be liable to CITY for any damages ImOn or its agents or employees causes to said fiber (or other items) for any reason including repairing, replacing, inspecting, relocating or working on the conduit. CITY hereby releases and discharges ImOn from any and all liability, costs, expenses, claims, demands or suit CITY may have against ImOn arising out of CITY'S installation, use, or maintenance of said fiber. CITY hereby agrees to hold ImOn harmless and does undertake to fully indemnify ImOn from any third -party claims made against ImOn 2 arising out of CITY'S use of the conduit. At all times CITY has fiber in ImOn conduit CITY shall provide insurance as described in the attached Insurance Schedule, Exhibit 3, as such schedule may from time to time be amended by ImOn, and list ImOn as an Additional Insured under all applicable insurance policies. 2.5 Use of and Access to CITY Co -Location Facilities. ImOn shall be responsible for all installation and maintenance of its equipment at a CITY site unless otherwise agreed to in writing by CITY. Such installation and maintenance shall be conducted in accordance with any and all rules as CITY might from time to time create and which include but are not limited to those contained in Exhibit 2, attached hereto and incorporated herein by reference. All ImOn equipment shall remain the sole property and responsibility of ImOn. All subcontractors shall be identified by ImOn and approved by City. Escorted access to a CITY POP shall be required for all work done by ImOn employees, or the employees of any firm that ImOn retains on a permanent or part-time basis to provide installation or maintenance service of the ImOn equipment unless otherwise agreed to by CITY. For non -emergency access, CITY shall make access available to ImOn within five (5) business days of CITY'S acknowledgment of receipt of notice from ImOn unless specified differently in any Project Statement, or as soon thereafter as reasonably possible. If ImOn requests emergency access to the CITY POP, CITY shall provide such access as soon as reasonably possible. All ImOn POP access shall be with the escort of a member of CITY'S Information Services team. 2.6 Permission to Work at CITY facilities. Plans for ImOn Co -Location as described in any Project Statement shall be completed by ImOn and shall be submitted in writing to the designated contact specified under Section 8 of this Agreement prior to the commencement of any work. Such plans or subsequent major alterations thereof must have the written approval of the designated contact specified in Section 8 of this Agreement prior to the commencement of any work. ImOn shall also advise the designated contact specified in Section 8 of this Agreement of security arrangements and the names of those persons authorized to enter the CITY POP to work on ImOn equipment. 2.7 Interconnection at CITY facilities. The Parties agree that ImOn co -location with CITY is for the primary purpose of housing and operating ImOn equipment connected to ImOn's network. CITY, at its sole discretion, may permit ImOn interconnection with a third party within a CITY POP and if permitted, shall be only upon CITY'S prior written consent. 2.8 Non-exclusive Placement of Fiber in City Conduit. ImOn may request to lease or purchase any available CITY -owned conduit for the installation of ImOn-owned fiber at its sole cost and expense and as approved within a Project Statement. The use of the conduit shall be non-exclusive and CITY shall have the right to use said conduit and allow other permittees to use the conduit. ImOn shall also have the right to use the city hand -holes located in the area for the purpose of installing the fiber. This use shall include the right to penetrate the hand -holes with inter -duct for the purpose of installing the fiber. After the installation, ImOn shall restore the site of installation to its pre -installation condition. There shall be no above ground cabinets or markers in the right-of-way. CITY shall have the right at any time, with not less than 120 day's written notice delivered to ImOn, to require ImOn at ImOn's sole cost and expense to remove or relocate the fiber placed in the conduit by ImOn (or other items installed in the conduit by ImOn) should it be deemed necessary by CITY for any reason, in CITY's sole discretion, including the repair, replacement, inspection or relocation of the conduit, road or utilities in the right-of-way. If CITY requires ImOn to remove the fiber, CITY shall allow ImOn a reasonable opportunity to install conduit in a different location which will allow ImOn to replace the removed fiber. CITY shall not be liable to ImOn for any damages CITY or its agents or employees causes to said fiber (or other items) for any reason including 3 repairing, replacing, inspecting, relocating or working on the conduit or roadway or while installing, inspecting, maintaining, repairing or working on any utilities within said right-of-way area. ImOn shall be responsible for taking any and all action necessary to become a member of Diggers Hotline or appropriate "One Call network", and abide by all "One Call Network" rules and regulations and shall further be required to make arrangements for marking the location of its fiber as is necessary to protect said fiber in case of any digging in the area. ImOn hereby releases and discharges CITY from any and all liability, costs, expenses, claims, demands or suit ImOn may have against CITY arising out of ImOn installation, use, or maintenance of said fiber. ImOn hereby agrees to hold CITY harmless and does undertake to fully indemnify CITY from any claims made against CITY arising out of ImOn's use of the conduit. At all times ImOn has fiber in CITY's conduit ImOn shall provide insurance as described in the attached Insurance Schedule, Exhibit 4, as such schedule may from time to time be amended by CITY, and list the CITY as an Additional Insured under all applicable insurance policies. SECTION 3. NON-INTERFERENCE. Neither Party shall interfere with the other Party's equipment or the installation, operation, and maintenance of such equipment. CITY shall not interfere with any of ImOn's other customer's equipment or the installation, operation and maintenance of such equipment. ImOn shall not interfere with any of CITY'S other partner's equipment or the installation, operation and maintenance of such equipment. The Parties agree that if ImOn or CITY determines that the other's equipment is interfering with the normal operation of ImOn or CITY's network or facilities, then it has the right, with notice to the other Party's network management center, to disconnect the other Party's offending equipment. ImOn or CITY shall notify the other Party of the situation and allow the other to reconnect once the trouble -causing condition(s) has been resolved. SECTION 4. CHARGES — TERMS — AUTHORITIES. The Project Statements will more fully describe the Charges and Payment Terms provided under this Agreement. ImOn and its contractors shall apply for and obtain any necessary permits or authorizations required by CITY, although CITY may specifically waive any permit or authorization fee as covered within the Project Statement. SECTION 5. INDEMNIFICATION. 5.1 Each Party shall indemnify, defend and hold the other Party harmless from and against any and all damages suffered by the other Party including but not limited to damages to the other Party's or third party equipment or facilities as well as claims and liabilities asserted against the other Party by third parties arising out of: (a) the actions of the Party, its employees and agents at the other Party's sites subject to this Agreement or any Project Statement or (b) the failure of the other Party to perform in accordance with the terms and conditions of this Agreement or any Project Statement. Each Party shall indemnify, defend and hold the other Party harmless from and against any and all damages suffered by the other Party and claims and liabilities asserted against the other Party arising out of the negligence or intentional misconduct of the Party, its employees or agents at the Party's sites subject to this Agreement or any Project Statement. 5.2 Notwithstanding the foregoing, neither Party shall be liable to the other Party for indirect, special, exemplary, incidental, punitive or consequential damages (including without limitation, lost business, revenue, profits, or goodwill) arising in connection with this Agreement under any theory of tort, contract, warranty, strict liability or negligence, even if the party has been advised, knew or should have known of the possibility of such damages. The foregoing limitations apply to all causes of actions and claims, including without limitation, breach of contract, breach of warranty, negligence, strict liability, misrepresentation and other torts. 4 SECTION 6. TERM. This Agreement shall become effective on the Effective Date and shall continue until such time as all Project Statements have expired according to their terms or have been terminated pursuant to this Agreement, or until the mutual written agreement of the Parties to terminate this Agreement. SECTION 7 RIGHT TO TERMINATE. Either Party to this Agreement will have the right to terminate this Agreement without further obligation on its part under the following events of default: 7.1 If at any time during the term of this Agreement a petition in bankruptcy of insolvency or for the reorganization or for the appointment of a receiver or trustee of all or substantially all of the other Party's assets is filed against the other Party in any court pursuant to any statute, either of the United States or of any state, and the other Party fails to secure a discharge thereof within one hundred twenty (120) days, or if the other Party voluntarily files a petition in bankruptcy or makes an assignment for the benefit of creditors or petitions for or enters into any arrangement with creditors. 7.2 In the event the other Party fails to perform or performs improperly any material obligation under this Agreement or a Statement of Work, provided such failure or improper performance has not been cured or rectified by the defaulting Party within thirty (30) days after its receipt of written notification of termination, or in the event of a cure which requires in excess of thirty (30) days to complete, if the other Party has not commenced such cure within thirty (30) days of such notice and is not diligently prosecuting said cure to completion. 7.3 In the event that any certificate, permit, license or approval applied for or issued is canceled, expires, lapses, or is otherwise withdrawn or terminated by governmental authority so that this Agreement may not be used for its intended purposes or the Agreement unsatisfactory for its intended purpose. 7.4 In the event that any lease site a Party is using should be terminated, lapses or expires. 7.5 In the event termination under this Section 7, the defaulting Party shall be required to pay for any unpaid expenses incurred pursuant to this Agreement by the non -defaulting Party to the date of termination. SECTION 8. NOTICES. 8.1 The following contact information is to be used for formal notices and any other times an exchange of correspondence or billing information is required between ImOn and CITY: (1) Billing Address: ImOn 625 1st Street S.E., Suite 250, Cedar Rapids, IA. 52401 CITY Finance Department, City of Dubuque 50 W 13th St, Dubuque Iowa 52001 (2) Correspondence Address: ImOn 625 1st Street S.E., Suite 250, Cedar Rapids, IA. 52401 CITY City Clerk, City of Dubuque 50 W 13th St., Dubuque Iowa 52001 (3) Engineering, Operations and Technical Correspondence: 5 CITY Chris Kohlmann, Manager Information Services Department, City of Dubuque, 1300 Main Street, Dubuque Iowa 52001 (4) Network Management Center (Emergency contacts): (5) CITY Chris Kohlmann, Manager Information Services Department, City of Dubuque, 1300 Main Street, Dubuque Iowa 52001 Escorted Access request line (twenty-four (24) hours per day, seven (7) days per week): phone: CITY Non -Emergency Dispatch 563-589-4415 Dave Ness, 563-589-1722 or send email to: dnessPcityofdubuque.org 8.2 Each Party agrees to notify the other Party in the event of changes in the above information. SECTION 9. ASSIGNMENT. This Agreement shall be binding upon and shall inure to the benefit of the assignees, transferees or successors of the Parties, provided that neither Party shall assign, transfer or sublet any of its rights or obligations hereunder without the prior written consent of the other Party which consent shall not be unreasonably withheld. Assignment by a Party to a majority owned parent, affiliate, or subsidiary, or the sale of all or substantially all of the assets of ImOn to a third party, provided the third party agrees to assume all of the conditions and obligations of this Agreement in a form acceptable to City and notifies City of the assignment, shall not require the consent of the other Party. SECTION 10. LIABILITY INSURANCE. 10.1 ImOn shall at all times during the term of this Agreement and any subsequent term thereof provide insurance as described in the attached Insurance Schedule A, as such schedules may from time to time be amended. 10.2 City is a member of the Iowa Communities Assurance Pool (ICAP), and shall remain a member of ICAP during the term of this Agreement and any subsequent term thereof, or shall provide insurance with coverage comparable to its ICAP Agreement. SECTION 11. MAINTENANCE ACTIVITY. Each Party shall notify the other of co -location or related system maintenance needs that require scheduled downtime. No such non -emergency downtime shall be scheduled without prior approval of the other. The other shall be notified as soon as reasonably possible in the event a Party is required to perform nonscheduled, emergency maintenance that may impact the other's equipment or service. SECTION 12. FORCE MAJEURE. Neither Party shall be liable to the other Party for any delay in performance or inability to perform caused by a Force Majeure Event (as hereinafter defined). As used herein, "Force Majeure Event" shall mean any act or omission of any governmental authority (other than CITY when considering CITY as the performing party under this Section 12), fires, strikes, lockouts, labor disputes, terrorism, sabotage, acts or omissions of the other Party (irrespective of whether excused), acts of a third party, and any other act of God, event or occurrence, irrespective of whether similar to the foregoing, that is beyond the reasonable control of the Party claiming the Force Majeure Event that affects 6 its ability to perform. A Force Majeure Event shall be deemed to be terminated when its effects on future performance have been substantially eliminated. A Party claiming a Force Majeure Event shall provide the other Party prompt notice of the initiation of the Force Majeure Event and of the termination of such event. Notwithstanding the foregoing provisions, settlement of a strike, lockout, or other labor dispute shall be deemed beyond the control of the Party claiming excuse thereby regardless of the cause of, or the ability of such Party to settle such dispute. SECTION 13. REPRESENTATIONS AND WARRANTIES. 13.1 As an inducement to enter into this Agreement and to consummate the transactions contemplated herein, CITY hereby covenants, represents and warrants to ImOn as follows: (1) CITY is an Iowa municipal corporation duly organized, validly existing and in good standing under the laws of the State of Iowa, with adequate power and authority to enter into this Agreement, and has or will take all action necessary to enable it to conduct all activity contemplated by this Agreement or Project Statements prior to undertaking such activity. (2) This Agreement has been duly authorized, executed and delivered by CITY and, assuming due authorization, execution and delivery by ImOn, constitutes a valid, legal and binding agreement, enforceable by ImOn against CITY in accordance with its terms, except to the extent that the enforceability of remedies herein provided may be limited under applicable laws relating to specific performance, bankruptcy and creditors' rights. (3) No approval, consent or withholding of objections is or will be required from any federal, state or local governmental authority or instrumentality with respect to the entry into or performance of this Agreement by CITY, except such as have already been obtained. 13.2 As an inducement to enter into this Agreement and to consummate the transactions contemplated herein, ImOn hereby covenants, represents and warrants to CITY as follows: (1) ImOn is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Iowa with adequate power and authority to enter into this Agreement, and has or will take all action necessary to enable it to conduct all activity contemplated by this Agreement or Project Statements prior to undertaking such activity. (2) This Agreement has been duly authorized, executed and delivered by ImOn and, assuming due authorization, execution and delivery by CITY, constitutes a valid, legal and binding agreement, enforceable against by City against ImOn in accordance with its terms, except to the extent that the enforceability of remedies herein provided may be limited under applicable laws relating to specific performance, bankruptcy and creditors' rights. (3) No approval, consent or withholding of objections is or will be required from any federal, state or local governmental authority or instrumentality with respect to the entry into or performance of this Agreement by ImOn, except such as have already been obtained. (4) In the event ImOn should make a business decision to provide cable television service in the City of Dubuque service area, ImOn will prior to providing any such service, provide CITY 7 documentary proof of its compliance with all applicable franchise and other cable television regulatory requirements under federal, state or local law. SECTION 14. CHOICE OF LAW AND FORUM. The laws of the State of Iowa shall govern and determine all matters arising out of or in connection with this Agreement without regard to the choice of law provisions of Iowa law. In the event any judicial proceeding is commenced in connection with this Agreement, the exclusive jurisdiction for the proceeding shall be brought in the District Court of Iowa for Dubuque County. SECTION 15. MISCELLANEOUS. 15.1 The paragraph headings used herein are for convenience only and shall not be construed in interpreting this Agreement. 15.2 Each paragraph and provision of this Agreement is severable from the entire Agreement, and if one provision shall be declared invalid, the other provisions shall remain in full force and effect without regard to the invalidity of said provision. 15.3 The failure of either Party to enforce any of the provisions of this Agreement or the waiver thereof in any instance shall not be construed as a general waiver or relinquishment on its part of any such provisions, but the same shall, nevertheless, be and remain in full force and effect. 15.4 The terms of this Agreement constitute the entire Agreement between the Parties and no previous communications, representations or agreements, either oral or written, between the Parties with respect to the subject -matter hereof shall vary the terms of this Agreement. This Agreement is subject to modification if mutually agreed by the Parties in writing. 15.5 Any notice or request required or desired to be given or made hereunder shall be in writing and shall be effective if delivered in person or sent by certified mail, return receipt requested, and received by the recipient Party at the address previously indicated or such other address as shall hereafter be furnished by a Party in writing, from time to time, to the other Party. 15.6 This Agreement and performance thereunder shall be governed by the laws of the State of Iowa. 15.7 Counterparts and Facsimile Transmissions. The Parties expressly agree that this Agreement may be executed in separate counterparts, which counterparts may be delivered by facsimile transmission or via pdf by electronic mail and any such counterparts, including such counterparts so delivered, shall be fully binding against each of the Parties. (SIGNATURE PAGE TO FOLLOW) 8 Signed and in elect by the Parties on the date last written below (the Effective Date). CITY OF DUBUQUE, IOWA IMON COMh+xUhlIC ONS, LLC BY: BY: _Z NAME: Mic ael C, Van Milligen NAME: Patrice Carroll TITLE: City Manager TITLE: President and CEO DATE: +I DATE: F: Users\tsterkle\ ndahI�Agreaments\lh N Ca,rmLlcations MSAIncfxhNas_d_ f)101Y.dotx PROJECT STATEMENT: Sharing Agreement # 1 between ImOn Communications LLC and City of Dubuque Ptirsui)nt to the Mester Co-IocMions and Shared Services Agreement between City of Dubuque and In7On Communications, LLC, dated October, 7017 and attached hereto, the Parties hereby agree to the following PROJECT STATEMENT. Narrative description of co -location and service sharing: - City will allow ImOn attess to and use of certain }presently Unused conduit, further identified i n Exhibit 5 attached hereto, for pu rposes of providing broad band communication services a nd su pport to the Comm u nity of Dubuque. ImOn is responsible for obtaining all permits required from Federal, State or Local government including but not limited to Department of Transportation, Carps of Engineers, Department of Natural Resources and Railroads, for work on the conduit_ ImOn will bear all costs for the initial repair, restoration, relocations, improvements or enho ncements of such conduit and fiber contained therein_ City shall have the right of prior review and approval of any repairs, restoration, relocations, Improvements, enhancements and maintenanoe of the conduit and fiber contained therein proposed by ImOn. As part of the repair, restoration, irrkpraverncnts a net enhancements Jm0n shall place fiber within the conduit for t17e use of City for its purposes. Third parties may be permitted to use such fiber with the written mutual consent of both City and ImOn, Any additionO conduit and fibef capacity available or added, other than that which is specifically designated for ImOn, small be considered City assets and its future use controlled by the City_ - During the term of this Project Statement ImOn will have the responsibility to manage and mainta in the conduit and fiber therein, including but not limited to the following; • 1 MOn she II provide physical assets and management services to City of Dubuque for its needs as it relates to this conduit and fiber defined in Exhibit 6 attached hereto. I mon and City may also agree on the provision of more general services as provided in Exhibit 7 attached hereto. ■ If IrnOn incurs costs associated with future fiber repairs, fiber restoration or fiber relocation beyond the services defined in Exhibit 6 City will reimburse ImOn for a percent of such costs on a pro -rats bases based on the proportionate n u m ber of fibers being used by City ■ Each party will notify the other if it detects a ny problems that may interrupt service. ImOn contact is Randy Schoon, ImOn Communications, LLC, randysC�imon,net 319-533-1176. City contact is Dave Ness, City Engineering, dness@cit)4ofdu,bugue,or& 563-58}-1772_ 1 Co -location or service site: The co -location and/or service site for this PROJECT STATEMENT is generally described as follows: - Abandoned cable, conduit, manholes, handholds, vaults, markers, easements and right-of-way starting at 17262 Old Highway Road and ending at 338 W. 8th street (approximately 50,853 LF). - Shared service activity, repair, restoration, relocations, improvements and enhancements of such facilities starting at the Intersection of Pennsylvania Avenue and Radford Road and ending at 338 W. 8th street (approximately 28,179 LF) New right-of-way and facilities within the City from approximately 55 Hill Street to the existing fiber facility located north of the intersection of Dodge St. and S. Locust St. - City facilities co -located with City Water Tower property at 1513 West 3rd Street and 4134 Pennsylvania Avenue. ISP services with a demarcation point at a site or sites as mutually agreed by the Parties. Scope of shared service to be provided by City to ImOn: Access to and non-exclusive use of approximately 28,179 linear feet of abandoned cable, conduit, manholes, handholds, markers, easements and right-of-way starting at the intersection of Pennsylvania Avenue and Radford Road and ending at 338 W 8th street. Access to and space within certain City buildings (known as "rack space") for the purposes of storage and operation of telecommunications equipment, more particularly described as the building located beneath the water tower at 1513 West Third Street known as the "ICN" building and the building adjacent to the water tower at 4134 Pennsylvania Avenue known as the "old Nextel" building. Scope of shared service to be provided by ImOn to CITY: ImOn will provide 144 Fiber and 2 micro -ducts, sizes to be determined by City, beginning at the intersection of Pennsylvania Avenue and Radford Road and terminating at 338 W 8th Street. ImOn will provide 144 Fiber and 2 micro -ducts, sizes to be determined by City, from approximately 55 Hill Street to the fiber facility north of the intersection of Dodge St. and S. Locust St. ImOn will provide maintenance services as further defined in Exhibit 5. ImOn will add a split air commercial unit, a generator connector, repair roof with 50 year shingles, add keypad to door and add caging as needed at ImOn's expense to the building located beneath the water tower at 1513 West Third Street known as the "ICN" building. City shall be responsible for electricity at the facility. ImOn will add any modifications needed for storage and operation of telecommunication equipment and an entry key pad at the building adjacent to the water tower at 4134 Pennsylvania 11 Avenue known as the 'old Nextel" building. I m0n shall be responsible for electricity at the facility and provide space for City equipment_ ISP services as follows; r 200 M B far the three (3) ycar period beginning JUIY 1, 2018 and ending June 30, 2021 ➢ 400 MB forthe three (3) year period beginning July 1, 2021 and ending June 30, 2024 800 M8 for the remainder of the contract term *Subcontractors Cm0n seeks City approval to use on this Project: Charges and Payment Terms: Tire rnarket value provided to City of Du bL1que by ImOn far this Project Statement is $193,259, The market va I u e provided to I m 0 n by the City of Oubuque for this Project .Statement is $154,800. There are no additional charges or payment terms required for the implementation of this project Staement. Term of Project: Estimated Start Date l r 20 years from the estimated start rate with 5 year extensions at the mutua I agreement of the parties_ Project Statement accepted: Dated: # CITY OF DUBVQU F, IOWA By; I(Aichael C. Van Milligen City Manager Dated: IrnOn COMMUNICATiON5, LL0 By; Patrice Carroll President anif CEO 12 *Listed subcontractors must have on file a Certificate of Insurance meeting the City of Dubuque's current insurance requirements. Preconstruction meetings may be required depending upon project scope. Permits will be issued to the contractor for the work in public right of way at the start of any project statement work. As-builts must be supplied to the City in a format acceptable to the City for inclusion in the City's GIS program. 13 Exhibit 1 Co -Location Rules and Policies - ImOn CITY is responsible for following and ensuring its agents and representatives follow these Co -location Rules and Policies concerning the use of and access to ImOn POP and co -location space. InnOn reserves the right, in its sole discretion, to suspend or terminate service if CITY or any CITY representative violates the rules and policies set forth below. Access to ImOn POP Only those individuals identified in writing by CITY on the Co -Location Agreement may access ImOn POP, CITY shall deliver prior written notice to ImOn of any changes to the list of authorized representatives. CITY and its authorized representatives shall not allow any other persons to have access to or enter the ImOn POP. CITY and its authorized representatives may only access that portion of ImOn POP made available by ImOn to CITY for the placement of CITY'S equipment and use of the Co -location Services (the "City Space"). CITY must obtain the proper ImOn authorization and be accompanied by an ImOn representative, as required, prior to accessing any area within an ImOn Facility. Failure to do so may result in immediate termination of CITY'S services. In addition: • City agrees to observe and follow all current rules, policies and procedures for each ImOn site where CITY obtains services. • Security Access. CITY shall comply with the security access procedures for the specific ImOn Facility. • ImOn Access. ImOn reserves the right to open, inspect, disconnect and recover CITY equipment that is overheating, smoking, etc. • Equipment. CITY equipment must be UL-certified. Conduct at ImOn POP CITY and its authorized representatives agree to adhere to and abide by all security and safety measures in effect at a particular ImOn facility. CITY is responsible for keeping its City Space clear and free of debris and refuse at all times. CITY and its authorized representatives shall not: • Breach or attempt to breach, the security at an ImOn Facility; • Misuse or abuse or otherwise interfere with any property or equipment of ImOn, ImOn 's other Customers, or another third -party; • Harass any individual, including representatives of ImOn and of other ImOn Customers. • Engage in any activity that is in violation of the law or aids or assists any criminal activity while on ImOn property. • Permit any explosive, flammable or combustible material or any hazardous or toxic materials to be located in or about the Co -location Site; Bring in food or beverages; tobacco products; alcohol; illegal drugs; other intoxicants; magnetic objects or electromagnetic devices which could reasonably interfere with computer and telecommunications equipment; or photographic or recording equipment of any kind (except data back-up equipment). Equipment and Connections Each piece of CITY'S equipment installed in an ImOn Facility must be clearly labeled with CITY'S name (or code name provided in writing to ImOn), and individual component identification. Each connection to 14 and from a piece of CITY equipment shall be clearly labeled with CITY'S name (or code name provided in writing to ImOn), and the starting and ending point of the connection. CITY is responsible for all CITY equipment. CITY equipment must be configured and run at all times in compliance with the manufacturer's specifications, including power outlet, power consumption and clearance requirements. CITY must use its best efforts to provide ImOn with at least 24 hours prior notice anytime it intends to connect or disconnect any CITY equipment or other equipment. CITY shall not place any hardware or other equipment in the ImOn Facility that has not been identified in writing to ImOn. Online Content CITY acknowledges that ImOn has no control whatsoever over the content of the information passing through CITY'S site(s). Modification of Rules and Regulations ImOn reserves the right to amend, alter or modify these rules and policies at any time in its sole and absolute discretion. Any amendment or modification is effective when posted and emailed to CITY per Section 8, and any use of the ImOn services after posting will be considered acceptance of the amendment or modification. 15 Exhibit 2 Co -Location Rules and Policies — CITY ImOn is responsible for following and ensuring its agents, subcontractors and representatives follow these Co -location Rules and Policies concerning the use of and access to CITY'S POP and co -location space. CITY reserves the right, in its sole discretion, to suspend or terminate service if ImOn or any ImOn representative violates the rules and policies set forth below. Access to CITY POP Only those individuals identified and approved in writing by ImOn on the Co -Location Agreement may access CITY'S POP. ImOn shall deliver prior written notice to CITY of any changes to the list of authorized representatives. ImOn and its authorized representatives shall not allow any other persons to have access to or enter the CITY POP. ImOn and its authorized representatives may only access that portion of CITY'S POP made available by CITY to ImOn for the placement of ImOn equipment and use of the Co -location Services (the "ImOn Space"). ImOn must obtain the proper CITY authorization and be accompanied by a representative of CITY'S Information Service Office, as required, prior to accessing any area within a CITY Facility. Failure to do so may result in immediate termination of InnOn services. In addition, InnOn agrees to observe and follow all current rules, policies and procedures for each CITY site where ImOn obtains services. • Security Access. ImOn shall comply with the security access procedures for the specific CITY Facility. • CITY Access. CITY reserves the right to open, inspect, disconnect and recover ImOn equipment that is overheating, smoking, etc. Equipment. ImOn equipment must be UL-certified. Conduct at CITY POP ImOn and its authorized representatives agree to adhere to and abide by all security and safety measures in effect at a particular CITY facility. ImOn is responsible for keeping its ImOn space clear and free of debris and refuse at all times. ImOn and its authorized representatives shall not: • Breach or attempt to breach, the security at a CITY Facility; • Misuse or abuse or otherwise interfere with any property or equipment of CITY, CITY'S other partners, or another third -party; • Harass any individual, including representatives of CITY and of other CITY partners. • Engage in any activity that is in violation of the law or aids or assists any criminal activity while on CITY property. • Permit any explosive, flammable or combustible material or any hazardous or toxic materials to be located in or about the Co -location Site; • Bring in food or beverages; tobacco products; alcohol; illegal drugs; other intoxicants; magnetic objects or electromagnetic devices which could reasonably interfere with computer and telecommunications equipment; or photographic or recording equipment of any kind (except data back-up equipment). 16 Equipment and Connections Each piece of ImOn equipment installed in a CITY Facility must be clearly labeled with ImOn's name (or code name provided in writing to CITY), and individual component identification. Each connection to and from a piece of ImOn equipment shall be clearly labeled with ImOn's name (or code name provided in writing to CITY), and the starting and ending point of the connection. ImOn is responsible for all ImOn equipment. ImOn equipment must be configured and run at all times in compliance with the manufacturer's specifications, including power outlet, power consumption and clearance requirements. ImOn must use its best efforts to provide CITY with at least 24 hours prior notice anytime it intends to connect or disconnect any ImOn equipment or other equipment. ImOn shall not place any hardware or other equipment in the CITY Facility that has not been identified in writing to CITY. Online Content ImOn acknowledges that CITY has no control whatsoever over the content of the information passing through ImOn site(s). Modification of Rules and Regulations CITY reserves the right to amend, alter or modify these rules and policies at any time in its sole and absolute discretion. Any amendment or modification is effective when posted and emailed to ImOn per Section 8, and any use of the CITY services after posting will be considered acceptance of the amendment or modification. 17 Exhibit 3 Notice of Insurance Coverage for City of Dubuque City is a member of the Iowa Communities Assurance Pool (ICAP), and shall remain a member of ICAP during the term of this Agreement and any subsequent term thereof, or shall provide insurance with coverage comparable to its ICAP Agreement. 18 Exhibit 4 City of Dubuque Insurance Schedule A 19 City of Dubuque Insurance Requirements for Lessees of City Property and Right of Way Licensees or Permittees INSURANCE SCHEDULE A 1. shall furnish a signed certificate of insurance to the City of Dubuque, Iowa for the coverage required in Exhibit I prior to the lease, license, or permit commencement All lessees of City property and right of way licensees or permittees shall submit an updated certificate annually. Each certificate shall be prepared on the most current ACORD form approved by the Iowa Insurance Division or an equivalent_ Each certificate shall include a statement under Description of Operations as to why the certificate was issued_ Eg: Project # or lease of premises at or construction of or right of way permitted location and description 2. All policies of insurance required hereunder shall be with an insurer authorized to do business in Iowa and all insurers shall have a rating of A or better in the current A.M. Best's Rating Guide, 3. Each certificate shall be furnished to the Department of the City of Dubuque. 4. The lessee, licensee, or permittee shall be required to carry the minimum coverage/limits, or greater if required by law or other legal agreement, in Exhibit I_ Failure to provide the required minimum coverage shall not be deemed a waiver of such requirements by the City 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 endorsements shall be attached to certificate. 7. Whenever a specific ISO form is referenced the current edition of the form must be used unless an equivalent form is approved by the Finance Director. The lessee, licensee, or permittee must identify and fist in writing all deviations and exclusions from the ISO forrn_ B. If lessee's, licensee's, or permittee's limits of Lability are higher than the required minimum limits then the lessee's, licensee's, or permittee's limits shall be this agreement's required fimits. 9. Lessee, licensee, or permittee shall require all subcontractors and sub -subcontractors to obtain and maintain during the 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 perrnittee. Page 1 of 4 Schedule A Lessees Of City Property; Right Of Way Licensees or Permittees July 2017 20 City of Dubuque Insurance Requirements for Lessees of City Property and Right of Way Licensees or Permittees INSURANCE SCHEDULE A (Continued) EXHIBIT I A) COMMERCIAL GENERAL LIABILITY General Aggregate Limit $2,000,000 Products -Completed Operations Aggregate Limit $1,000,000 Personal and Advertising Injury Limit $1,000,000 Each Occurrence $1,000,000 Fire Damage Limit (any one occurrence) $50,000 Medical Payments $5,000 1) Coverage shall be written on an occurrence, not claims made, form. The general liability coverage shall be written in accord with ISO form CG0001 or business owners form BP0002. All deviations from the standard ISO commercial general liability form CG 0001, or Business owners form BP 0002 shall be clearly identified_ 2) Include ISO 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 (Sample attached). 5) Include an endorsement that deletes any fellow employee exclusion_ 6) Include additional insured endorsement for: The City of Dubuque, including all its elected and appointed officials, all its employees and volunteers, all its boards, commissions and/or authorities and their board members, employees and volunteers, Use ISO form CG 20 10 (Ongoing operations) or its equivalent_ 7) If lessee, licensee, or permittee utilizes Trikkes or Segways in the conduct of business, include an endorsement reflecting that these vehicles are not excluded from Commercial General Liability coverage_ B) WORKERS' COMPENSATION & EMPLOYERS LIABILITY Statutory benefits covering all employees injured on the job by accident or disease as prescribed by Iowa Code Chapter 85 as amended_ Coverage A Coverage B Statutory —State of Iowa Employers Liability Each Accident $100,000 Each Employee -Disease $100,000 Policy Limit -Disease $500,000 Policy shall include Waiver of Right to Recover from Others endorsement Nonelection of WorkersCompensation or Employers' Liability Coverage under Iowa Code sec. 87.22 yes form attached Page 2 of 4 Schedule A Lessees Of City Property; Right Of Way Licensees or Permittees July 2017 21 City of Dubuque Insurance Requirements for Lessees of City Property and Right of Way Licensees or Permittees INSURANCE SCHEDULE A (Continued) C) ENVIRONMENTAL IMPAIRMENT LIABILITY OR POLLUTION LIABILITY Coverage required: yes no Pollution lability coverage shalt be required if the lessee, contracting party, or permittee has any pollution exposure for abatement of hazardous or contaminated materials including, but not limited to, petroleum products, the removal of lead, asbestos, or PCBs_ Pollution product and completed operations coverage shall also be covered. Each occurrence Policy Aggregate S2,000,000 $4,000,000 1) Policy to include premises and transportation coverage_ 2) Include 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 authorities and their board members, employees and volunteers. Use ISO form CG 20 10. (Ongoing operations) as stated in A(6) above, 3) Include Preservation of Governmental Immunities Endorsement. 4) Provide evidence of coverage for 5 years after completion of project 10) PROPERTY INSURANCE REQUIRED BY LEASE, LICENSE, OR PERMIT yes no Evidence of property coverage provided: yes Included the City of Dubuque as Lender Loss Payable. E) RIGHT-OF-WAY WORK ONLY: UMBRELLA/EXCESS yes no $5,000,000 Umbrella/excess liability coverage rnust be at least following form with the underlying policies included herein. Page 3 of 4 Schedule A Lessees Of City Property; Right 0f Way Licensees or Permittees July 2017 22 City of Dubuque Insurance Requirements for Lessees of City Property and Right of Way Licensees or Permittees PRESERVATION OF GOVERNMENTAL IMMUNITIES ENDORSEMENT 1. Nonwaiver of Governmental Immunity. The insurer expressly agrees and states that the purchase of this policy and the including of the City of Dubuque, Iowa as an Additional Insured does not waive any of the defenses of governmental immunity available to the City of Dubuque, Iowa under Code of rowa Section 670.4 as it is now exists and as it may be amended from time to time. 2. Claims Coverage. 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 Iowa Section 670.4 as it now exists and as it may be amended from time to time. Those claims not subject to Code of Iowa Section 670.4 shall be covered by the terms and conditions of this insurance policy. 3. Assertion of Government Immunity_ The City of Dubuque, Iowa 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 Coverage. The insurer shall not deny coverage under this policy and the insurer shall not deny any of the rights and benefits accruing to the City of Dubuque, Iowa under this policy for reasons of governmental immunity unless and until a court of competent jurisdiction has ruled in favor of the defense(s) of governmental immunity asserted by the City of Dubuque, Iowa_ No Other Change in Policy_ The above preservation of governmental immunities shall not otherwise change or alter the coverage available under the policy. SPECIMEN (DEPARTMENT MANAGER: FILL IN ALL BLANKS AND CHECK BOXES) Page 4 of 4 Schedule A Lessees Of City Property; Right Of Way Licensees or Permittees July 2017 23 Exhibit 5 Map of Presently Unused Conduit 24 25 Exhibit 6 Specific Maintenance Services Pursuant to the Master Co -locations and Shared Service Agreement between City of Dubuque and ImOn Communications, LLC, dated October , 2017, and its accompanying Project Statements, the following maintenance services shall be provided by ImOn Communications, LLC, to the City of Dubuque for the term of that Agreement. For the route identified in the Master Co -Locations and Shared Service Agreement and accompanying Project Statements, and as further shown in Exhibit attached hereto, ImOn will provide at no cost to the City of Dubuque: - Trouble -shooting services on routine fiber maintenance issues. - Fiber repair or restoration services. - Assistance with conduit locates to the extent possible, although both parties will be responsible for registering with Iowa One -Call. 26 Exhibit 7 General Maintenance Services Pursuant to the Master Co -locations and Shared Service Agreement between City of Dubuque and ImOn Communications, LLC, dated October , 2017, and its accompanying Project Statements, the following general maintenance services shall be provided by ImOn Communications, LLC, to the City of Dubuque for the term of that Agreement. ImOn will, upon request, provide City with: - Trouble -shooting services on routine City -owned fiber maintenance issues. - Fiber repair or restoration services to the Dubuque Fiber Network. Fiber installation or other contractor services as mutually agreed by the parties. ImOn rates for services provided pursuant to this Agreement shall not exceed the following: ImOn Engineering Services: $65/hour Hourly Non Scheduled Emergency: $65/hour/tech: 6am to 6pm $90/hour/tech: 6pm to midnight $115/hour/tech: midnight to 6am Hourly Scheduled: $65/hour/tech Splicing rate schedule per location: 1-24 fibers spliced: $30/splice 25-48 fibers spliced: $28/splice 49-144 fibers spliced: $26/splice 144 and above fibers spliced: $24/splice - Case prep and cable entry: $180/location 27 PROJECT STATEMENT: Sharing Agreement # 1 between ImOn Communications LLC and City of Dubuque Pursuant to the Master Co -locations and Shared Services Agreement between City of Dubuque and ImOn Communications, LLC, dated October 2017 and attached hereto, the Parties hereby agree to the following PROJECT STATEMENT: Narrative description of co -location and service sharing: City will allow ImOn access to and use of certain presently unused conduit, further identified in Exhibit 5 attached hereto, for purposes of providing broadband communication services and support to the community of Dubuque. ImOn is responsible for obtaining all permits required from Federal, State or Local government including but not limited to Department of Transportation, Corps of Engineers, Department of Natural Resources and Railroads, for work on the conduit. - ImOn will bear all costs for the initial repair, restoration, relocations, improvements or enhancements of such conduit and fiber contained therein. - City shall have the right of prior review and approval of any repairs, restoration, relocations, improvements, enhancements and maintenance of the conduit and fiber contained therein proposed by ImOn. As part of the repair, restoration, improvements and enhancements ImOn shall place fiber within the conduit for the use of City for its purposes. Third parties may be permitted to use such fiber with the written mutual consent of both City and ImOn. Any additional conduit and fiber capacity available or added, other than that which is specifically designated for ImOn, shall be considered City assets and its future use controlled by the City. - During the term of this Project Statement ImOn will have the responsibility to manage and maintain the conduit and fiber therein, including but not limited to the following: ■ ImOn shall provide physical assets and management services to City of Dubuque for its needs as it relates to this conduit and fiber defined in Exhibit 6 attached hereto. ImOn and City may also agree on the provision of more general services as provided in Exhibit 7 attached hereto. ■ If ImOn incurs costs associated with future fiber repairs, fiber restoration or fiber relocation beyond the services defined in Exhibit 6 City will reimburse ImOn for a percent of such costs on a pro-rata basis based on the proportionate number of fibers being used by City ■ Each party will notify the other if it detects any problems that may interrupt service. ImOn contact is Randy Schoon, ImOn Communications, LLC, randys@imon.net 319-533-1176. City contact is Dave Ness, City Engineering, dness@cityofdubuque.org, 563-589-1722. 101017ba1 Co -location or service site: The co -location and/or service site for this PROJECT STATEMENT is generally described as follows: - Abandoned cable, conduit, manholes, handholds, vaults, markers, easements and right-of-way starting at 17262 Old Highway Road and ending at 338 W. 8th street (approximately 50,853 LF). - Shared service activity, repair, restoration, relocations, improvements and enhancements of such facilities starting at the Intersection of Pennsylvania Avenue and Radford Road and ending at 338 W. 8th street (approximately 28,179 LF) - New right-of-way and facilities within the City from approximately 55 Hill Street to the existing fiber facility located north of the intersection of Dodge St. and S. Locust St. City facilities co -located with City Water Tower property at 1513 West 3rd Street and 4134 Pennsylvania Avenue. - ISP services with a demarcation point at a site or sites as mutually agreed by the Parties. Scope of shared service to be provided by City to ImOn: - Access to and non-exclusive use of approximately 28,179 linear feet of abandoned cable, conduit, manholes, handholds, markers, easements and right-of-way starting at the intersection of Pennsylvania Avenue and Radford Road and ending at 338 W 8th street. - Access to and space within certain City buildings (known as "rack space") for the purposes of storage and operation of telecommunications equipment, more particularly described as the building located beneath the water tower at 1513 West Third Street known as the "ICN" building and the building adjacent to the water tower at 4134 Pennsylvania Avenue known as the "old Nextel" building. Scope of shared service to be provided by ImOn to CITY: - ImOn will provide 144 Fiber and 2 micro -ducts, sizes to be determined by City, beginning at the intersection of Pennsylvania Avenue and Radford Road and terminating at 338 W 8th Street. - ImOn will provide 144 Fiber and 2 micro -ducts, sizes to be determined by City, from approximately 55 Hill Street to the fiber facility north of the intersection of Dodge St. and S. Locust St. - ImOn will provide maintenance services as further defined in Exhibit 5. - ImOn will add a split air commercial unit, a generator connector, repair roof with 50 year shingles, add keypad to door and add caging as needed at ImOn's expense to the building located beneath the water tower at 1513 West Third Street known as the "ICN" building. City shall be responsible for electricity at the facility. - ImOn will add any modifications needed for storage and operation of telecommunication equipment and an entry key pad at the building adjacent to the water tower at 4134 Pennsylvania 2 Avenue known as the "old Nextel" building. ImOn shall be responsible for electricity at the facility and provide space for City equipment. - ISP services as follows: ➢ 200 MB for the three (3) year period beginning July 1, 2018 and ending June 30, 2021 ➢ 400 MB for the three (3) year period beginning July 1, 2021 and ending June 30, 2024 ➢ 800 MB for the remainder of the contract term *Subcontractors ImOn seeks City approval to use on this Project: Charges and Payment Terms: The market value provided to City of Dubuque by ImOn for this Project Statement is $188,259. The market value provided to ImOn by the City of Dubuque for this Project Statement is $154,800. There are no additional charges or payment terms required for the implementation of this Project Statement. Term of Project: Estimated Start Date 20 years from the estimated start date with 5 year extensions at the mutual agreement of the parties. Project Statement accepted: Dated: Dated: CITY OF DUBUQUE, IOWA ImOn COMMUNICATIONS, LLC By: By: Michael C. Van Milligen Patrice Carroll City Manager President and CEO 3 *Listed subcontractors must have on file a Certificate of Insurance meeting the City of Dubuque's current insurance requirements. Preconstruction meetings may be required depending upon project scope. Permits will be issued to the contractor for the work in public right of way at the start of any project statement work. As-builts must be supplied to the City in a format acceptable to the City for inclusion in the City's GIS program. 4 Exhibit 6 Specific Maintenance Services Pursuant to the Master Co -locations and Shared Service Agreement between City of Dubuque and ImOn Communications, LLC, dated October , 2017, and its accompanying Project Statements, the following maintenance services shall be provided by ImOn Communications, LLC, to the City of Dubuque for the term of that Agreement. For the route identified in the Master Co -Locations and Shared Service Agreement and accompanying Project Statements, and as further shown in Exhibit — attached hereto, ImOn will provide at no cost to the City of Dubuque: Trouble -shooting services on routine fiber maintenance issues. Fiber repair or restoration services. Assistance with conduit locates to the extent possible, although both parties will be responsible for registering with Iowa One -Call. 26 Exhibit 7 General Maintenance Services Pursuant to the Master Co -locations and Shared Service Agreement between City of Dubuque and ImOn Communications, LLC, dated October , 2017, and its accompanying Project Statements, the following general maintenance services shall be provided by ImOn Communications, LLC, to the City of Dubuque for the term of that Agreement. ImOn will, upon request, provide City with: Trouble -shooting services on routine City -owned fiber maintenance issues. Fiber repair or restoration services to the Dubuque Fiber Network. Fiber installation or other contractor services as mutually agreed by the parties. ImOn rates for services provided pursuant to this Agreement shall not exceed the following: ImOn Engineering Services: $65/hour Hourly Non Scheduled Emergency: $65/hour/tech: 6am to 6pm $90/hour/tech: 6pm to midnight $115/hour/tech: midnight to 6am Hourly Scheduled: $65/hour/tech Splicing rate schedule per location: 1-24 fibers spliced: $30/splice 25-48 fibers spliced: $28/splice 49-144 fibers spliced: $26/splice 144 and above fibers spliced: $24/splice Case prep and cable entry: $180/location 27 PROJECT STATEMENT: Sharing Agreement # 1 between ImOn Communications LLC and City of Dubuque Pursuant to the Master Co locations and Shared Services Agreement between City of Dubuque and ImOn Communications, LLC, dated October , 2017 and attached hereto, the Parties hereby agree to the following PROJECT STATEMENT: Narrative description of co -location and service sharing: City will allow ImOn access to and use of certain presently unused conduit, further identified in Exhibit 5 attached hereto, for purposes of providing broadband communication services and support to the community of Dubuque. ImOn is responsible for obtaining all permits required from Federal, State or Local government including but not limited to Department of Transportation, Corps of Engineers, Department of Natural Resources and Railroads, for work on the conduit. ImOn will bear all costs for the initial repair, restoration, relocations, improvements or enhancements of such conduit and fiber contained therein. City shall have the right of prior review and approval of any repairs, restoration, relocations, improvements, enhancements and maintenance of the conduit and fiber contained therein proposed by ImOn. As part of the repair, restoration, improvements and enhancements ImOn shall place fiber within the conduit for the use of City for its purposes. Third parties may be permitted to use such fiber with the written mutual consent of both City and ImOn. Any additional conduit and fiber capacity available or added, other than that which is specifically designated for ImOn, shall be considered City assets and its future use controlled by the City. During the term of this Project Statement ImOn will have the responsibility to manage and maintain the conduit and fiber therein, including but not limited to the following: ■ ImOn shall provide physical assets and management services to City of Dubuque for its needs as it relates to this conduit and fiber defined in Exhibit 6 attached hereto. ImOn and City may also agree on the provision of more general services as provided in Exhibit 7 attached hereto. ■ If ImOn incurs costs associated with future fiber repairs, fiber restoration or fiber relocation beyond the services defined in Exhibit 6 City will reimburse ImOn for a percent of such costs on a pro-rata basis based on the proportionate number of fibers being used by City ■ Each party will notify the other if it detects any problems that may interrupt service. ImOn contact is Randy Schoon, ImOn Communications, LLC, randys@imon.net 319-533-1176. City contact is Dave Ness, City Engineering, dness@cityofdubuque.org, 563-589-1722. 101017 ba I Co -location or service site: The co -location and/or service site for this PROJECT STATEMENT is generally described as follows: Abandoned cable, conduit, manholes, handholds, vaults, markers, easements and right-of-way starting at 17262 Old Highway Road and ending at 338 W. 8th street (approximately 50,853 LF). Shared service activity, repair, restoration, relocations, improvements and enhancements of such facilities starting at the Intersection of Pennsylvania Avenue and Radford Road and ending at 338 W. 8th street (approximately 28,179 LF) New right-of-way and facilities within the City from approximately 55 Hill Street to the existing fiber facility located north of the intersection of Dodge St. and S. Locust St. City facilities co -located with City Water Tower property at 1513 West 3rd Street and 4134 Pennsylvania Avenue. ISP services with a demarcation point at a site or sites as mutually agreed by the Parties. Scope of shared service to be provided by City to ImOn: Access to and non-exclusive use of approximately 28,179 linear feet of abandoned cable, conduit, manholes, handholds, markers, easements and right-of-way starting at the intersection of Pennsylvania Avenue and Radford Road and ending at 338 W 8th street. Access to and space within certain City buildings (known as "rack space") for the purposes of storage and operation of telecommunications equipment, more particularly described as the building located beneath the water tower at 1513 West Third Street known as the "ICN" building and the building adjacent to the water tower at 4134 Pennsylvania Avenue known as the "old Nextel" building. Scope of shared service to be provided by ImOn to CITY: ImOn will provide 144 Fiber and 2 micro -ducts, sizes to be determined by City, beginning at the intersection of Pennsylvania Avenue and Radford Road and terminating at 338 W 8th Street. ImOn will provide 144 Fiber and 2 micro -ducts, sizes to be determined by City, from approximately 55 Hill Street to the fiber facility north of the intersection of Dodge St. and S. Locust St. ImOn will provide maintenance services as further defined in Exhibit 5. ImOn will add a split air commercial unit, a generator connector, repair roof with 50 year shingles, add keypad to door and add caging as needed at ImOn's expense to the building located beneath the water tower at 1513 West Third Street known as the "ICN" building. City shall be responsible for electricity at the facility. ImOn will add any modifications needed for storage and operation of telecommunication equipment and an entry key pad at the building adjacent to the water tower at 4134 Pennsylvania 2 Avenue known as the "old Nextel" building. ImOn shall be responsible for electricity at the facility and provide space for City equipment. - ISP services as follows: • 200 MB for the three (3) year period beginning July 1, 2018 and ending June 30, 2021 > 400 MB for the three (3) year period beginning July 1, 2021 and ending June 30, 2024 ➢ 800 MB for the remainder of the contract term *Subcontractors ImOn seeks City approval to use on this Project: Charges and Payment Terms: The market value provided to City of Dubuque by ImOn for this Project Statement is $188,259. The market value provided to ImOn by the City of Dubuque for this Project Statement is $154,800. There are no additional charges or payment terms required for the implementation of this Project Statement. Term of Project: Estimated Start Date 20 years from the estimated start date with 5 year extensions at the mutual agreement of the parties. Project Statement accepted: Dated: /V 1 Dated: CITY OF DUBUQUE, IOWA ImOn COMMUNICATIONS, LLC By: Melael C. Van Milligen City Manager By: Patrice Carroll President and CEO 3 *Listed subcontractors must have on file a Certificate of Insurance meeting the City of Dubuque's current insurance requirements. Preconstruction meetings may be required depending upon project scope. Permits will be issued to the contractor for the work in public right of way at the start of any project statement work. As-builts must be supplied to the City in a format acceptable to the City for inclusion in the City's GIS program. 4 -4040 BUSINESS SERVICES You Are i reating Pease jc in t,rs for a complimentary luncheon at our official Dubuque launch event! Learn how ImOn's dedicated, reliable fiber network can power your business to stay connected locally. and, beyond. Also hear frorn ProCircular experts on Cybersecurpty issues and how to keep your business connections secure, We will also hold a drawing .for an pPad. Space i limit ercl, plea>e RSV[ by April 30 May 3, 2018 Diamond Jo Ca,slr ca 301 Bell St, Dubuque, IA 5200 l 11:00am- I:OOpm --TMVIT-C=OrfirfilTrliCations 625 First Street SE, Suite 250 Cedar Rapids, IA 52401 PRESORTED FIRST-CLASS MN U.S. POSTAGE PAID Cedar Rapids, IA Permit No. 214 111111 I„111111111111111111IIilil111111111111"1111iIulli11111 ***********AUTO**5-DIGIT 52001 MICHAEL C. VAN MILLIGEN CITY OF DUBUQUE 50 W 13TH ST DUBUQUE, IA 52001-4845 T1 P1