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Proposed Master Co-location and Shared Services / First Amendment with Interstate Power & Light
City of Dubuque Consent Items # 14. ITEM TITLE: SUMMARY: SUGGESTED DISPOSITION: Copyrighted April 6, 2020 Proposed Master Co -location and Shared Services and First Amendment between the City of Dubuque and Interstate Power and Light City Manager recommending approval of a Master Co - Location and Shared Services Agreement, and initial project under that Agreement, with Interstate Power and Light for the installation of a shared fiber conduit route within the City of Dubuque. Suggested Disposition: Receive and File; Approve ATTACHMENTS: Description Type Interstate Power and Light Proposed Master Co - Location and Shared Services and First Amendment- City Manager Memo MVM Memo Proposed Master Co -location and Shared Services and First Amendment between the City of Dubuque and Staff Memo Interstate Power and Light Memo to the City Manager Alliant City Fiber Collaboration Master Services and Supporting Documentation Co -Location final -signed First Amendment to I PL City of Dubuque Master Co Supporting Documentation location final -signed Masterpiece on the Mississippi TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager Dubuque All -America City 111111 2007.2012.2013 2017*2019 SUBJECT: Proposed Master Co -Location and Shared Services and First Amendment between the City of Dubuque and Interstate Power and Light DATE: March 30, 2020 Information Services Manager Chris Kohlmann, Civil Engineer II Dave Ness and Sustainable Innovation Consultant Dave Lyons recommend City Council approval of a Master Co -Location and Shared Services Agreement, and initial project under that Agreement, with Interstate Power and Light for the installation of a shared fiber conduit route within the City of Dubuque. This Master Agreement and Amendment would create a collaboration between Interstate Power and Light and the City of Dubuque for a major joint conduit build, which would then integrate other broadband carriers seeking to accelerate broadband services in Dubuque. To date, three additional carriers have been identified. A preferred route has been determined and segments are being planned and completed. The City of Dubuque would lead the construction/installation and then be reimbursed either through the purchase or lease of new capacity in the conduit. In addition to extending the City's own network, needs have been identified from multiple separate City departments which will be integrated into the overall design and installation of the project. Amendment 1 describes the first phase of co -location and service sharing for this agreement with an equal exchange of value of $49,392.20 I concur with the recommendation and respectfully request Mayor and City Council approval. Mic ael C. Van Milligen MCVM:jh Attachment cc: Crenna Brumwell, City Attorney Teri Goodmann, Assistant City Manager Cori Burbach, Assistant City Manager Dave Ness, Civil Engineer II Chris Kohlmann, Information Services Manager David Lyons, Sustainable Innovation Consultant 2 Masterpiece on the Mississippi TO: Michael C. Van Milligen, City Manager FROM: Dave Ness, Civil Engineer II Chris Kohlmann, Information Services Manager David Lyons, Sustainable Innovation Consultant Dubuque III -Merin City 11111 2007.2012.2013 2017*2019 SUBJECT: Proposed Master Co -location and Shared Services and First Amendment between the City of Dubuque and Interstate Power and Light DATE: March 27, 2020 INTRODUCTION The purpose of this memo is to request approval of a Master Co -location and Shared Services Agreement, and initial project under that Agreement, with Interstate Power and Light (IPL) for the installation of a shared fiber conduit route within the City of Dubuque. BACKGROUND In 2016 the City of Dubuque undertook its Broadband Acceleration Initiative. The Initiative focuses on public/private collaborations and includes a comprehensive strategy to reduce the cost and time required for broadband expansions in Dubuque. One effort within that strategy is the use of "Master Agreements", where an overall legal, structural and financial relationship is established between the City and broadband providers and approved by City Council. Project Statements carried out pursuant to that Master Agreement can then be quickly considered and approved In late 2018 the City was made aware of a pending project by Interstate Power and Light and Alliant Energy to link all of the utility's generation, distribution and office facilities in Iowa and Wisconsin via dedicated broadband fiber. Teams from the utility and the City met and worked over the subsequent year to determine (a) how IPL could best deal with the geographic challenges of Dubuque and the crossing of the Mississippi via the Iowa/Wisconsin Bridge; and (b) how this new fiber build could assist the City in its broadband acceleration efforts. It was determined that both outcomes could be accomplished by a "joint build" which the teams then set about designing. DISCUSSION This Master Agreement and Amendment would create a collaboration between IPL and the City of Dubuque for a major joint conduit build, which would then integrate other broadband carriers seeking to accelerate broadband services in Dubuque. (To date, three additional carriers have been identified.) A preferred route has been determined and segments are being planned and completed. The City of Dubuque would lead the construction/installation and then be reimbursed either through the purchase or lease of new capacity in the conduit. In addition to extending the City's own network, needs have been identified from multiple separate City departments which will be integrated into the overall design and installation of the project. BUDGET IMPACT Approval of this Master Agreement and Amendment should have a positive budgetary impact to the City, including, but not limited to: • Reducing City costs for installing conduit and fiber already approved within existing City budgets. • Creating new major redundant fiber routes to protect and support existing City networks. • Providing service to City and public facilities presently not reachable via City fiber. • Revenue generated through the lease or sale of new fiber capacity. • Supporting the availability, quality and safety of electric services within the City. Amendment 1 describes the first phase of co -location and service sharing for this agreement with an equal exchange of value of $49,392.20. ACTION STEP This Master Agreement supports Dubuque's Broadband Acceleration Initiative and reduces the cost to City of providing a state-of-the-art fiber optic infrastructure. We would respectfully request your approval and recommendation to the Mayor and City Council. Cc: Crenna Brumwell, City Attorney Barry Lindahl, Senior Counsel Steve Brown, Project Engineer Kerry Bradley, Engineering MASTER CO -LOCATION AND SHARED SERVICES AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND INTERSTATE POWER AND LIGHT COMPANY The parties to this Master Co -location and Shared Services Agreement ("Agreement") are INTERSTATE POWER AND LIGHT COMPANY (IPL) 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: • IPL desires to install, co -locate and/or share services in the Greater Dubuque Region to facilitate network connectivity of its offices, assets and operational systems. • CITY desires to co -locate and/or share services in the Greater Dubuque Region to assist IPL, Dubuque's franchised electric utility, and facilitate the expansion of broadband access, services and choice to citizens and businesses, and improve the provision of services to citizens of the community. • Both IPL and CITY desire to reduce costs through collaborative planning and the sharing of fixed assets and capacity wherever possible and cost effective. Now, therefore, in consideration of the promises and covenants contained herein, the Parties do hereby mutually agree as follows: SECTION 1. PROJECT STATEMENTS. In addition to this Master Agreement, IPL and CITY agree to develop and sign Project Statements which will further define the description of facilities, responsibilities, technical services and charges and other necessary terms for the implementation of specific installation, co -location and/or sharing activities. Project Statements may be incorporated into this Agreement by both parties executing a supplemental Exhibit in the form of Exhibit D-1 of this Agreement. For each additional activity in which a Project Statement is granted, the separate Exhibit D-1, executed by both parties, will be attached hereto and titled to identify this Agreement, the facilities affected, the resulting Fee and any other material terms and conditions relating to the additional activity in which a Project Statement is granted hereunder. 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. SECTION 2. IPL AND CITY OWNED FACILITIES. To the extent possible it is the intent of IPL and CITY to own their own conduit, which may be co -located. IPL may purchase from CITY conduit already in place and co -located with CITY which CITY makes available to IPL. IPL'S purchase price for such conduit shall be set by mutual agreement with CITY and may be off -set against conduit or services provided by IPL to CITY. 1 CITY may purchase from IPL conduit already in place and co -located with IPL which IPL makes available to CITY. CITY'S purchase price for such conduit shall be set by mutual agreement with IPL, and may be off- set against conduit or services provided by CITY to IPL. SECTION 3. LEASED CONDUIT AND DESCRIPTION OF TECHNICAL AND SHARED SERVICES 3.1 Use of and Access to IPL Co -Location Facilities. CITY shall be responsible for all installation and maintenance of its equipment at a site leased from IPL unless otherwise agreed to in writing by IPL. Such installation and maintenance shall be conducted in accordance with any and all rules as IPL might from time to time create and which include but are not limited to those contained in Exhibit A, attached hereto and incorporated herein by reference. All CITY equipment shall remain the sole property and responsibility of CITY. 3.2 Permission to Work at IPL Facilities. Plans for CITY lease and 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 9 of this Agreement prior to commencement of any work. Such plans or subsequent major alterations thereof must have the written approval of the designated contact specified under Section 9 of this Agreement prior to commencement of any work. CITY shall also advise the designated contact specified under Section 9 of this Agreement of security arrangements and the names of those persons authorized to enter the IPL Point of Presence ("POP") to work on CITY's equipment. 3.3 Co -Location at IPL Facilities. The Parties agree that CITY'S co -location with IPL is for the primary purpose of housing and operating CITY'S equipment connected to CITY'S network. IPL, at its sole discretion, may permit CITY co -location with a third party within an IPL POP and if permitted, shall be only upon IPL prior written consent. 3.4 Non-exclusive Placement of Fiber in IPL Conduit. CITY may non -exclusively use IPL conduit for the installation of fiber at its sole cost and expense and as approved within a Project Statement. The use of the conduit shall be non-exclusive and IPL 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 IPL 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. IPL shall have the right at any time, with a 180-day notice, 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 IPL for any reason, in IPL'S sole discretion, including the repair, replacement, inspection or relocation of the conduit. If IPL requires CITY to remove the fiber, IPL shall provide to CITY a reasonable opportunity to install conduit in a different location which will allow CITY to replace the removed fiber. IPL shall be liable to CITY for any damages IPL or its agents or employees causes to fiber (or other items) owned by City for any reason including repairing, replacing, inspecting, relocating or working on the conduit. CITY hereby releases and discharges IPL from any and all liability, costs, expenses, claims, demands or suit CITY may have against IPL arising out of CITY'S installation, use, or maintenance of said fiber. CITY hereby agrees to hold IPL harmless and does undertake to fully indemnify IPL from any claims made against IPL arising out of CITY'S use of the conduit. CITY shall continue its membership in the Iowa Communities Assurance Pool during the Term or provide insurance comparable to Schedule A. 3.5 Use of and Access to CITY Co -Location Facilities. IPL shall be responsible for all installation and maintenance of its equipment at a site leased from CITY unless otherwise agreed to in writing by CITY. 2 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 B, attached hereto and incorporated herein by reference. All IPL equipment shall remain the sole property and responsibility of IPL. 3.6 Permission to Work at CITY Facilities. Plans for IPL Co -Location as described in any Project Statement shall be completed by IPL and shall be submitted in writing to the designated contact specified under Section 9 of this Agreement prior to commencement of any work. Such plans or subsequent major alterations thereof must have the written approval of the designated contact specified under Section 9 of this Agreement prior to commencement of any work. IPL shall also advise the designated contact specified under Section98 of this Agreement of security arrangements and the names of those persons authorized to enter the CITY POP to work on IPL equipment. 3.7 Co -Location at CITY Facilities. The Parties agree that IPL co -location with CITY is for the primary purpose of housing and operating IPL'S equipment connected to IPL'S network. CITY, at its sole discretion, may permit IPL co -location with a third party within a CITY POP and if permitted, shall be only upon CITY'S prior written consent. 3.8 Non-exclusive Placement of Fiber in City Conduit. IPL may non -exclusively use CITY conduit for the installation of 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. IPL 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, IPL 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 a 180-day notice, to require IPL at IPL 'S sole cost and expense to remove or relocate the fiber placed in the conduit by IPL (or other items installed in the conduit by IPL) 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 IPL to remove the fiber, CITY shall allow IPL a reasonable opportunity to install conduit in a different location which will allow IPL to replace the removed fiber. CITY shall be liable to IPL for any damages CITY or its agents or employees causes to fiber (or other items) owned by IPL for any reason including 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. IPL 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. IPL hereby releases and discharges CITY from any and all liability, costs, expenses, claims, demands or suit IPL may have against CITY arising out of IPL's installation, use, or maintenance of said fiber. IPL hereby agrees to hold CITY harmless and does undertake to fully indemnify CITY from any claims made against CITY arising out of IPL's use of the conduit. At all times IPL has fiber in CITY's conduit IPL shall provide insurance equal to or exceeding that described in the attached Insurance Schedule, Exhibit A. IPL has the right to self -insure the requirements in section A. A certificate of self-insurance will be provided upon request. SECTION 4. NON-INTERFERENCE. 3 Neither Party shall interfere with the other Party's equipment or the installation, operation, and maintenance of such equipment. IPL 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 IPL or CITY determines that the other's equipment is interfering with the normal operation of IPL'S or CITY's network or facilities, it shall notify the other party by providing notice to the other's network management center. If the interference is unresolved within three days of such notice, IPL or CITY may disconnect the other's offending equipment. A party shall be allowed to reconnect once the trouble -causing condition(s) has been resolved. SECTION 5. CHARGES — TERMS. The Project Statements will more fully describe the Charges and Payment Terms provided under this Agreement. SECTION 6. INDEMNIFICATION. Each Party shall indemnify, defend and hold the other harmless from and against any and all damages suffered by the other including but not limited to damages to the other's or third party equipment or facilities as well as claims and liabilities asserted against the other by third parties arising out of the failure of the Party to perform in accordance with the terms and conditions of this Agreement or any Project Statement. The Party shall indemnify, defend and hold harmless from and against any and all damages suffered by the other and claims and liabilities asserted against the other directly arising out of the negligence or intentional misconduct of the Party, its employees or agents at the Parties' sites subject to this Agreement or any Project Statement. A Party's obligations to defend, indemnify and hold harmless the other Party will not apply to the extent that a claim arises out of the other Party's negligence, fraud, or intentional misconduct. Notwithstanding the foregoing, neither Party shall be liable to the other for the other Party's loss of profits, contribution to overhead or incidental, consequential, special or exemplary damages of any kind or character, regardless of whether any such damages arise out of breach of contract or warranty, tort, product liability, indemnity, contribution, strict liability or other legal theory; provided, however, that this waiver of liability will not apply to: (i) damages that are caused by the negligence, fraud, or intentional misconduct of the Party claiming the benefit of this waiver; or (ii) third party indemnity claims for which a Party is entitled to indemnification hereunder. SECTION 7. TERM. This Agreement shall become effective on the Effective Date and shall continue until the later of five (5) years after the Effective Date or until such time as all Project Statements have expired or completed or have been terminated pursuant to this Agreement. The Parties may terminate the Agreement at any time upon mutual written agreement of the Parties. The Parties may renew the Agreement upon mutual written agreement of the Parties. SECTION 8. RIGHT TO TERMINATE. Either Party to this Agreement will have the right to immediately terminate this Agreement with or without cause without further obligation on its part under the following conditions: 8.1 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, 4 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. 8.2 In the event the other Party fails to perform or performs improperly any 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 cancellation, 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. 8.3 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 the site may not be used for its intended purposes or the site is unsatisfactory or becomes unsatisfactory for the intended purpose. 8.4 In the event termination under this Section is the result of a Party's decision, conduct or circumstance as herein described, the Party shall be required to account for Termination Liability as follows: the Party shall pay to the other any and all documented unpaid expenses to date attributable to the provision of services and shall reimburse the Party for any reasonable costs incurred by the other in effecting the termination. SECTION 9. NOTICES. 9.1 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 IPL and CITY: (1) Billing Contacts/Address: Interstate Power and Light Company Address: 1031 Iowa Street, Ste. 5007 Dubuque, IA 52001 Finance Department City of Dubuque 50 W. 13th Street Dubuque, IA 52001 (2) Legal Notices Attn: Legal Department Alliant Energy 4902 N. Biltmore Lane Madison, WI 53708 City Clerk City of Dubuque 50 W. 13th Street Dubuque, IA 52001 5 (3) Correspondence: Engineering, Operations and Technical; Network Management Center (Emergency Contacts); and Escorted Access request line: IPL :DL_ITS_BackboneEngineering@alliantenergy.com 563-584-7474 CITY: Dness@cityofdubuque.org 563-589-1722 (4) Engineering, Operations and Technical Correspondence: CITY: Dness@cityofdubuque.org 563-589-1722 (5) Network Management Center (Emergency contacts): CITY: Non -emergency dispatch 563-589-4415 (6) Escorted Access request line (twenty-four (24) hours per day, seven (7) days per week): CITY Phone: 563-589-1722or email dness@cityofdubuque.org 9.2 Notice sent by facsimile or other electronic means will be deemed received by the close of the business day on which it is transmitted or such earlier time as is confirmed by the receiving Party. Notice delivered by courier will be deemed to have been received on the business day after it is sent or such earlier time as is confirmed by the receiving Party. Notice delivered by mail is deemed delivered on the date the notice is deposited with the United States Postal Service, postage prepaid, and properly addressed to the receiving Party at the address listed by the receiving Party in this section. Proof of such date (although not required) may be proved by United States Postal Service postmark. Should either Party elect to send a notice by multiple means, each such notice will operate independently as a properly served notice. Each Party agrees to notify the other Party in writing in the event of changes in the above information. Notices sent other than in accordance with this section will be ineffective. SECTION 10. 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 between a Party and a majority -owned parent, affiliate, or subsidiary shall not require the consent of the other Party. SECTION 11. LIABILITY INSURANCE. IPL shall at all times during the term of this Agreement and any subsequent terms thereof, provide insurance equal to or exceeding that described in the attached Insurance Schedules, as such schedules may from time to time be amended. CITY shall continue its membership in the Iowa Communities Assurance Pool during the Term or provide insurance comparable to the Insurance Schedule. SECTION 12. 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. 6 a. Preventive maintenance shall be undertaken only between the hours of 12:00 a.m. to 5:00 a.m. local time. IPL shall provide to CITY and CITY shall provide to IPL at least seven (7) days prior notice of Preventative Maintenance. b. Emergency Maintenance or Repair: "Emergency Maintenance" shall mean repair work not reasonably anticipated but which requires immediate action to restore network connectivity or use or efforts to correct network conditions that are likely to cause an Outage and that require immediate action. Work to address an Emergency Maintenance situation may degrade the quality of or cause Outages in the Service(s). IPL or CITY may undertake Emergency Maintenance at any time deemed necessary but shall make commercially reasonable efforts to perform such maintenance within the hours identified for Preventative Maintenance if possible. IPL or CITY shall provide notice of Emergency Maintenance to the other Party as soon as is commercially practicable under the circumstances, but when reasonably possible, provide notice twenty-four (24) hours in advance. Whenever prior notice is given, IPL or CITY agrees to acknowledge notice of the emergency event in a reasonable period of time and in all events, IPL or CITY will take necessary steps to notify key personnel internally in order for IPL or CITY to correct or repair the affected area. SECTION 13. FORCE MAJEURE. Neither Party shall be liable 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, 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 its ability to perform. A Party claiming a Force Majeure Event must, as soon as reasonably practicable, give the other Party written notice of such cause and the consequences, including a reasonable estimate of the anticipated delay in performance, and it will use, to the best of its ability, reasonable efforts to remedy the same. Notwithstanding the foregoing provisions, settlement ofa 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 14. REPRESENTATIONS AND WARRANTIES. 14.1 As an inducement to enter into this Agreement and to consummate the transactions contemplated herein, CITY hereby covenants, represents and warrants to IPL 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 IPL and, assuming due authorization, execution and delivery by CITY, constitutes a valid, legal and binding agreement, enforceable against IPL 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 7 performance of this Agreement by IPL, except such as have already been obtained. 14.2 As an inducement to enter into this Agreement and to consummate the transactions contemplated herein, IPL hereby covenants, represents and warrants to CITY as follows: (1) IPL is a for -profit corporation organized, validly existing and in good standing under the laws of the States of Iowa And Wisconsin 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 IPL, constitutes a valid, legal and binding agreement, enforceable 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. 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. Signed and in effect by the Parties on the date last written below. 8 CITY OF DUBUQUE: BY: NAME: TITLE: DATE: Roy D, Buol Mayor April 6, 2020 INTERSTATE POWER AND LIGHT COMPANY: BY: NAME: TITLE: DATE: Timothy Kreft Sr Manager - Strategic Projects 2/4/2020 9 Exhibit A Co -Location Rules and Policies - IPL CITY is responsible for following and ensuring its agents and representatives follow these Co -location Rules and Policies concerning use of and access to IPL'S POP and co -location space. IPL 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 IPL POP Only those individuals identified in writing by CITY may access IPL'S POP. CITY shall deliver prior written notice to IPL 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 IPL POP. CITY and its authorized representatives may only access that portion of IPL'S POP made available by IPL to CITY for the placement of CITY 'S equipment and use of the Co -location Services (the "CITY Space"). CITY must obtain the proper IPL authorization and be accompanied by a representative of IPL'S Information Service Office, as required, prior to accessing any area within an IPL Facility. Failure to do so may result in immediate termination of CITY services. In addition, • CITY agrees to observe and follow all current rules, policies and procedures for each IPL site where CITY obtains services. • Security Access. CITY shall comply with the security access procedures for the specific IPL Facility. • IPL Access. IPL reserves the right to open, inspect, disconnect and recover CITY'S equipment that is overheating, smoking, etc. • Equipment. CITY equipment must be UL-certified. Conduct at IPL POP CITY and its authorized representatives agree to adhere to and abide by all security and safety measures in effect at a particular IPL facility. CITY is responsible for keeping its 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 IPL Facility; 10 • Misuse or abuse or otherwise interfere with any property or equipment of IPL, IPL'S other partners, or another third party; • Harass any individual, including representatives of IPL and of other IPL partners. • Engage in any activity that is in violation of the law or aids or assists any criminal activity while on IPL 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 electro-magnetic 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 equipment installed in an IPL Facility must be clearly labeled with CITY'S name (or code name provided in writing to IPL), and individual component identification. Each connection to and from a piece of CITY equipment shall be clearly labeled with CITY'S name (or code name provided in writing to IPL), 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 IPL with at least 24 hours prior notice any time it intends to connect or disconnect any CITY equipment or other equipment. CITY shall not place any hardware or other equipment in the IPL Facility that has not been identified in writing to IPL. Online Content CITY acknowledges that IPL has no control whatsoever over the content of the information passing through CITY'S site(s). Modification of Rules and Regulations IPL 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 9, and any use of the IPL services after posting will be considered acceptance of the amendment or modification. 11 Exhibit B Co -Location Rules and Policies - CITY IPL is responsible for following and ensuring its agents and representatives follow these Co -location Rules and Policies concerning 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 IPL or any IPL representative violates the rules and policies set forth below. Access to CITY POP Only those individuals identified in writing by IPL or authorized agents of IPL may access CITY'S POP. IPL shall deliver prior written notice to CITY of any changes to the list of authorized representatives. IPL and its authorized representatives shall not allow any other persons to have access to or enter the CITY POP. IPL and its authorized representatives may only access that portion of CITY'S POP made available by CITY to IPL for the placement of IPL 'S equipment and use of the Co -location Services (the "IPL Space"). IPL 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 IPL services. In addition, • IPL agrees to observe and follow all current rules, policies and procedures for each CITY site where IPL obtains services. • Security Access. IPL shall comply with the security access procedures for the specific CITY Facility. • CITY Access. CITY reserves the right to open, inspect, disconnect and recover IPL'S equipment that is overheating, smoking, etc. • Equipment. IPL equipment must be UL-certified. Conduct at CITY POP IPL and its authorized representatives agree to adhere to and abide by all security and safety measures in effect at a particular CITY facility. IPL is responsible for keeping its space clear and free of debris and refuse at all times. IPL 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; 12 • 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 electro-magnetic 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 IPL equipment installed in a CITY Facility must be dearly labeled with IPL'S name (or code name provided in writing to CITY), and individual component identification. Each connection to and from a piece of IPL equipment shall be clearly labeled with IPL'S name (or code name provided in writing to CITY), and the starting and ending point of the connection. IPL is responsible for all IPL equipment. IPL equipment must be configured and run at all times in compliance with the manufacturer's specifications, including power outlet, power consumption and clearance requirements. IPL must use its best efforts to provide CITY with at least 24 hours prior notice any time it intends to connect or disconnect any IPL equipment or other equipment. IPL shall not place any hardware or other equipment in the CITY Facility that has not been identified in writing to CITY. Online Content IPL acknowledges that CITY has no control whatsoever over the content of the information passing through IPL'S 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 IPL per Section 9, and any use of the CITY services after posting will be considered acceptance of the amendment or modification. 13 Exhibit C Notice of Insurance Coverage for City of Dubuque IPL acknowledges that City is a member of the Iowa Communities Assurance Pool (ICAP). City shall maintain its membership in ICAP or at its option purchase general liability insurance with equivalent coverage. City shall provide IPL with a certificate showing City's ICAP coverage. 14 Exhibit D-1 PROJECT STATEMENT: Sharing agreement # _ between IPL and City of Dubuque Pursuant to the Master Co -locations and Shared Services Agreement between City of Dubuque and IPL, dated and attached hereto, the Parties hereby agree to the following PROJECT STATEMENT: Narrative description of co -location and service sharing: Option 1 CITY will sell to IPL conduit presently installed and described further as running from approximately to approximately . This conduit is estimated at linear feet and valued at $_ per linear foot. In return IPL will: _ Pay to CITY the following amount $ _ Provide the following services/access to CITY described as follows: Option 2 City will provide IPL access to conduit running from approximately to approximately . This conduit estimated at _linear feet and access is valued and charged at $_ per linear foot. In return, IPL will: 1. Populate the leased conduit with 2. Provide City with a detailed invoice for the costs of populating the conduit. 3. Deduct the costs of population of the conduit from the charged value of $_ per linear foot and pay to City the remaining sum in equal annual payments. City will provide IPL access to conduit running from approximately to . This conduit is estimated at _linear feet and access is valued and charged at $_ per linear foot. In return, IPL will: 15 1. Provide CITY with access to IPL conduit running from approximately to approximately . This conduit is estimated at linear feet and access is valued and charged at %_ a linear foot. It shall be City's responsibility to line the conduit, and once Tined may be used for any lawful purpose. 2. Deduct the annual costs of such access to CITY from sums owed by IPL to CITY for access to City conduit above and pay the remaining sum, if any, in twenty equal annual payments. Term of Project: For leased conduit pursuant to this Project Statement the term shall be twenty (20) years beginning and running through . IPL or CITY may request up to two five year extensions of the agreement at the same annual cost, and such extension shall not be unreasonably denied. Exchange of Value: The value provided by City to IPL is $ The value provided by IPL to CITY is $ Project accepted: By: Michael Van Milligan — Manager, City of Dubuque Date By: Interstate Power and Light Company Date 16 City of Dubuque Insurance Requirements for Lessees of City Property and Right of i day Licensees or Permittees INSURANCE SCHEDULE A interstate Power and Light Company 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 lowa Insurance Division or an equivalent, Each certificate shall include a statement under Description of Operations as to why the certificate was issued. Eg; Master Co - Location and Shared Services Agreement dated 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 AM. Best's Rating Guide, 3. Each certificate shall be furnished to the Finance Department of the City of Dubuque.. 4 The lessee, licensee, or permittee shall be required to carry the minimum coverage/limits, or greater if required by law or other legal agreement, in Exhibit 1. 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 AU required endorsements shall be attached to certificate Whenever a specific ISO form is referenced the current edition of the form must be used unless an equivalent form is approved by the Director of Finance and Budget. The lessee, licensee, or permittee must identify and list in writing all deviations and exclusions from the ISO form; If lessee's, licensee's, or permittee's Umits of liability are higher than the required minimum limits then the lessee's, licensee's, or permittee's limits shall be this agreement's required limits. 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 permittee. 10. Lessee, license & permittees shall be responsible for deductibles and self -insured retention. Page 1 of 4 Schedule A Lessees Of City Property; Right ©f V4tay Licensees or Permittees May 2019 17 City of Dubuque Inurance Requirements for Lessees of City Property and Right of Way Licensees or Perrnittees 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 Each Occurrence $1,000000 , $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 CG 00 01 or business owners form BP 00 02. All deviations from the standard ISO commercial general liability form CG 0001, or Business ownersform BP 00 02, 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 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 6) 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. 7) Policy shall include Waiver of Right to Recover from Others Endorsement, B) WORKERSCOMPENSATION & EMPLOYERS LIABILITY Statutory Benefits covering all employees injured on the job by accident or disease as prescribed by Iowa Code Chapter 85. 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, Coverage B limits shall be greater if required by the umbrella/excess insurer. OR Nonelection of Workers' Compensation or Employers' Liability Coverage under Iowa Code sec. 87.22. Completed form must be attached. Page 2 of 4 Schedule A Lessees Of City Property; Right Of Way Licensees or Permittees May 2019 18 City of Dubuque Insurance Requirements for Lessees of City Property and Right of Way Licensees or Permitteos INSURANCE SCHEDULE A (Continued) C) POLLUTION LIABILITY Coverage required: yes j.X no Pollution liability coverage shall 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 $2,000,000 $4,000,000 1) Policy to include job site 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 2010, (Ongoing operations) or its equivalent and 0G2037(completed operations) or its equivalent. 3) Include Preservation of Governmental Immunities Endorsement. 4) Provide evidence of coverage for 5 years after completion of project. D) PROPERTY INSURANCE REQUIRED BY LEASE, LICENSE, OR PERMIT yes X no Evidence of property coverage provided: yes Include the City of Dubuque as Lender Loss Payable, RIGHT-OF-WAY WORK ONLY: UMBRELLA/EXCESS $5,000,000 X yes no Umbrella/excess liability coverage must be at least following form with the underlying policies included herein. F) FLOOD INSURNACE yes X no If Required Coverage Page 3 of 4 Schedule A Le es Of City Property; Right Of Way Licensees or Permittees May 2019 19 City of Dubuque Insurance Requirements for Lessees of City Property and Right of Way Licensees or Permittees PRESERVATION OF GOVERNMENTAL IMMUNITIES ENDORSEMENT 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 Iowa 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 Chanoe 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 i Property; Right Of Way Licensees or Permittees May 2019 20 AMENDMENT 1 TO MASTER CO -LOCATION AND SHARED SERVICES AGREEMENT This Amendment is made this 6th day of April, 2020 by and between Interstate Power and Light Company and the City of Dubuque, Iowa, the parties to a Master Co -Location and Shared Services Agreement dated the 6th day of April 2020, and designated as Contract No. 53385 (the"Agreement"). WHEREAS, the parties wish to amend the Agreement by incorporating Project Statement #1 as a supplemental Exhibit. The parties have reached an understanding regarding the Agreement, and by this Amendment reduce the understanding to binding form. 1. Project Statement #1 — is hereby incorporated into the Agreement as a supplemental Exhibit: Project Statement # 1 pursuant to Master Co -location and Shared Services Agreement between City of Dubuque and Interstate Power and Light Company Pursuant to the Master Co -locations and Shared Services Agreement between City of Dubuque (CITY) and Interstate Power and Light (IPL), dated February 3, 2020 and attached hereto, the Parties hereby agree to the following PROJECT STATEMENT: Narrative description of co -location and service sharing: CITY will allow IPL to purchase certain presently unused conduit, further defined below, for purposes of providing fiber-optic communication services for itself and affiliated entities and improving customer service and security. IPL is responsible for managing and maintaining the conduit and fiber therein. IPL is responsible for obtaining all permits required from Federal, State or Local government including but not limited to the Department of Transportation, Corps of Engineers, Department of Natural Resources and Railroads, for work on the conduit. Co -location or service site: The purchase of two 1.25-inch conduits presently installed on Asbury Road and described further as running from approximately Carter Road to approximately Hillcrest Road, This conduit is estimated at 5100 linear feet and valued at $5 per linear foot, plus certain agreed to installation costs. - The purchase of two 1.25-inch conduits to be installed on Radford Road and described further as running from approximately Pennsylvania Avenue to Asbury Road. This conduit is estimated at 3,072 linear feet and valued at $5 per linear foot, plus certain agreed to installation costs. Charges and Payment Terms: IPL shall pay to City the following amounts: - For the purchase of the described conduit on Asbury Road: Conduit $25,500.00 Vaults & handholds TOTAL $ 4,000.00 $29,500.00 For the purchase of the described conduit on Radford Road: Vaults $ 2,100.00 Boring $11,112.00 Conduit $ 4,915.20 Backhoe $ 140.00 Restoration $ 1,625.00 TOTAL $19,892.20 Exchange of Value: The value provided by City to IPL is $49,392.20 The value provided by IPL to CITY is $49,392.20 Project accepted: By: c Michael Van Milligan — Manager, City of Dubuque Date By: r J 2/4/2020 Timot{j Kr ft — Sr. Manager, Interstate Power and Light Company Date Kevin Firnstahl From:Brockman, Joanne <JoanneBrockman@alliantenergy.com> Sent:Wednesday, April 15, 2020 11:04 AM To:Kevin Firnstahl Cc:Chris Kohlmann; Dave Lyons; Dave Ness; Crenna Brumwell Subject:RE: City of Dubuque / Interstate Power & Light Co. Master Co-Location Agreement and Amendment No. 1 Thank you everyone. From: Kevin Firnstahl <Kfirnsta@cityofdubuque.org> Sent: Tuesday, April 14, 2020 10:25 AM To: Brockman, Joanne <JoanneBrockman@alliantenergy.com> Cc: Chris Kohlmann <Ckohlman@cityofdubuque.org>; Dave Lyons <DaveL@greaterdubuque.org>; Dave Ness <Dness@cityofdubuque.org>; Crenna Brumwell <Cbrumwel@cityofdubuque.org> Subject: \[EXTERNAL\] City of Dubuque / Interstate Power & Light Co. Master Co-Location Agreement and Amendment No. 1 CAUTION: This is an external email that came from outside Alliant Energy. Use caution and never respond to an email asking for personal information. Remember the CyberSecurity SEAL when reading email: Sender – Is the sender someone you know and are you expecting email from them? External – Messages from outside Alliant Energy will be labeled External in the subject line. Attachments – If this email contains attachments, are you expecting them? Is it the type of thing this sender would share with you? Links – If this message contains links, type in the website’s address directly in your browser rather than clicking the link in the email. Ms. Brockman, Attached is an executed copy of the Master Co-Location and shared Services Agreement and First Amendment between the City of Dubuque and Interstate Power & Light Company. Due to COVID-19 social distancing, City Manager Michael Van Milligen authorized me to sign on his behalf and initial it. Please contact me if you have any questions. Thank you. Kevin S. Firnstahl, City Clerk th 50 W. 13 Street Dubuque, IA 52001 kfirnsta@cityofdubuque.org 563-589-4100 HERE FOR YOU: The City of Dubuque is committed to and prepared for providing all essential services to our residents during the Coronavirus (COVID-19) pandemic. Most City of Dubuque offices and facilities are closed to the public 1 through at least April 12, 2020, but staff are still working. We are continuing to provide services to the public electronically, by phone, by mail, and when/if necessary, by appointment. For contact information and service delivery changes for all departments, visit www.cityofdubuque.org. To report a concern or submit an online service request, visit www.cityofdubuque.org/citizensupport. For the latest local information on COVID-19, visit www.cityofdubuque.org/covid19 or call 563.556.6200. Click here to report this email as spam. 2