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