Water Meter Wireless Network Equipment License Agreement_Holy Family SchoolsMasterpiece on the Mississippi
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Water Meter Wireless Network Equipment License Agreement Holy
Family Schools
DATE: April 16, 2010
Information Services Manager Chris Kohlmann recommends City Council approval of a
Water Meter Wireless Network Equipment License Agreement between the City of
Dubuque and Holy Family Schools, for placement of an R450 Collector, antennae and
telecommunications equipment at Wahlert Catholic High School. This equipment is part
of the water meter replacement project.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
a el C. Van
Milligen
gen
MCVM:jh
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
Chris Kohlmann, Information Services Manager
Dubuque
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AN- America City
1 1 1 I '
2007
Masterpiece on the Mississippi
TO: Michael C. Van Milligen, City Manager
FROM: Chris Kohlmann, Information Services Manager
SUBJECT: Water Meter Wireless Network Equipment License Agreement Holy
Family Schools
DATE: April 9, 2010
Dubuque
bfrd
All- AmedcaCity
1
2007
DISCUSSION
Attached please find the proposed Water Meter Wireless Network Equipment
License Agreement between the City of Dubuque and Holy Family Schools, for
placement of an R450 Collector, antennae and telecommunications equipment at
Wahlert Catholic High School. This equipment is part of the water meter
replacement project. The Wahlert site was chosen due to it's physical location and
connection to the I -Net. Racom will install the collector equipment at the site.
Holy Family Schools has signed off on this agreement and I would ask that you
please review and let me know of any questions or needs for clarification.
I would then ask that you forward this agreement to the Dubuque City Council for
their review and approval.
Thank -you.
Cc: Barry Lindahl, Corporation Counsel
Jeanne Schneider, City Clerk
Bob Green, Water Plant Manager
Ken Tekippe, Finance Director
WATER METER WIRELESS NETWORK EQUIPMENT LICENSE AGREEMENT
BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
HOLY FAMILY CATHOLIC SCHOOLS
This Water meter Wireless Network Equipment License Agreement (the
Agreement), dated for reference purposes the day of , 2010, is made and
entered into by and between the City of Dubuque, Iowa, an Iowa municipal
corporation, whose address is City Hall, 50 W. 13th Street, Dubuque, IA 52001
(City) Holy Family Catholic Schools, whose address is 2005 Kane Street,
Dubuque, IA 52001 (Grantor).
Whereas, City desires to install, operate and maintain wireless network
equipment at Wahlert Catholic High School (the Site) for use in connection with
the City of Dubuque Water Meter R450 Data Collector Wireless Network System;
and
Whereas, this equipment is part of water meter replacement project for the
City of Dubuque; and
Whereas, the parties desire to enter into this Agreement on the terms and
conditions set forth below.
NOW, THEREFORE, IT IS AGREED BY AND BETWEEN THE PARTIES
AS FOLLOWS:
SECTION 1. LICENSE GRANTED
1 .1. Grantor hereby grants to City a license (the License) to install, operate and
maintain the following equipment at the Site:
(1) The R450 Data Collector Wireless Network System (Antennae, Collector,
AC -power supply, Ethernet modem) receives, stores, and communicates
meter reading data from customers' R450 Meter Interface Unit (MIU) (see
Exhibit A attached hereto);
(2) The R450 Data Collector Wireless Network System utilizes frequencies in
the 450 -470 MHz licensed band to receive meter reading data from the
MIU;
(3) The R450 Data Collector requires non - conditioned 120V AC, 1.0A, 60Hz
and will be wall mounted within the telecommunications area;
(4) R450 Mhz Antennae will be roof - mounted with no greater than 150' of
cable connected from it to the R450 Data and an antennae no greater
than 35 feet; and
(5) The R450 Data Collector will utilize one port on an existing switch
currently connected to I -Net Fiber located at the site for transmission of
data collected to a server located at City Hall Annex;
(collectively called the Water Meter Wireless Network Equipment).
1.2. Grantor reserves the right to require City to relocate its Water Meter Wireless
Network Equipment to other locations at the Site. City shall complete the
relocation of its Water Meter Wireless Network Equipment within thirty (30) days
after receiving written notice from Grantor. The relocation shall be at City's
expense.
SECTION 2. TERM
The initial term of this Agreement shall commence on the date the Agreement is
executed by both parties (the Commencement Date) and ending on the 1st day
of June, 2051 (the Initial Term), subject to all of the terms, covenants, conditions
and agreements contained herein. City shall have the option to renew this
Agreement for two (2) additional terms of five (5) years each by giving written
notice to Grantor of City's exercise of this option at least sixty (60) days before
the expiration of the term during which such notice is given.
SECTION 3. RENT
City shall pay to Grantor as the annual fee for the License the sum of one dollar
($1.00) on the Commencement Date, and for each year thereafter on the
anniversary of the Commencement Date.
SECTION 4. USE OF LICENSE
4.1. City and its agents shall use the License granted herein for the installation,
operation, and maintenance of its Water Meter Wireless Network Equipment for
the transmission, reception and operation of a Water Meter Wireless Network
Meter Reading Collection System and uses incidental thereto and for no other
uses. City agrees to reasonably cooperate with Grantor on the discrete and safe
placement of the Water meter Wireless Network Equipment.
4.2. City and its agents shall, at its expense, comply with all present and future
federal, state, and local laws, ordinances, rules and regulations, including laws
and ordinances relating to health, radio frequency emissions, and safety, in
connection with the use, operation, maintenance, construction and /or installation
of the Water Meter Wireless Network Equipment.
4.3. The Water Meter Wireless Network Equipment shall at all times remain City's
personal property and shall never be considered fixtures to the real estate. Upon
termination of this Agreement, City shall remove the Water meter Wireless
Network Equipment and any improvements from the Site within ninety (90) days
after termination. Such removal shall be done in a workmanlike and careful
manner and without interference with or damage to any other equipment,
structures or operations on or within the Site.
4.4. Upon removal of the Water Meter Wireless Network Equipment or portions
thereof as provided herein, City shall restore the affected areas of the Site to the
conditions which existed prior to commencement of this Agreement, reasonable
wear and tear excepted.
4.5. All costs and expenses for the removal and restoration of the Site to be
performed by City pursuant to Sections 4.3 and 4.4 herein shall be borne by City,
and City shall hold Grantor harmless therefrom.
SECTION 5. CONSTRUCTION STANDARDS
The Water Meter Wireless Network Equipment shall be installed in and on the
Site in a discrete, good and workmanlike manner.
SECTION 6. INSTALLATION OF EQUIPMENT
6.1. City shall have the right, at its sole cost and expense, to install, operate and
maintain its Water Meter Wireless Network Equipment in and on the Site in
accordance with all site standards, statutes, ordinances, rules and regulations
now in effect or that may be issued thereafter by the Federal Communications
Commission or any other governing bodies.
6.2. City's installation of such Water Meter Wireless Network Equipment shall be
done according to plans approved by Grantor, which approval shall not be
unreasonably withheld. Any damage done to the Site and /or other structures by
City or its contractors or representatives during installation and /or operations
shall be repaired or replaced as soon as practicable at City's expense and to
Grantor's reasonable satisfaction.
6.3. Within thirty (30) days after the completion of the initial installation of the
Water Meter Wireless Network Equipment, City shall provide Grantor with as-
built drawings of the Water Meter Wireless network Equipment and the
improvements installed in or on the Site which show the actual location of all
equipment and improvements. Said as -built drawings shall be accompanied by a
complete inventory of all Water Meter Wireless Network Equipment located in
and on the Site.
6.4 City's installation, maintenance and use of the Water Meter Wireless Network
Equipment shall not interfere with Grantor's communication systems, cellular
telephone services or Internet system or fiber optic system now or hereafter used
at Grantor's site.
SECTION 7. EQUIPMENT UPGRADE
City may update or replace the Water Meter Wireless network Equipment from
time to time with the prior written approval of Grantor, which approval shall not be
unreasonably withheld, provided that the replacement Water Meter Wireless
Network Equipment is not greater in number or size than the existing Water
Meter Wireless Network Equipment and that any change in equipment locations
in or on the Site shall require the prior written approval of Grantor. City shall
submit to Grantor a proposal for any such replacement Water Meter Wireless
Network Equipment and any supplemental materials for Grantor's evaluation.
SECTION 8. MAINTENANCE
8.1. City shall, at its own expense, maintain the area of the Site where the Water
Meter Wireless Network Equipment is located and any equipment in or on the
Site in a safe condition, in good repair and in a manner suitable to Grantor so as
not to conflict with the use of including other leasing of, other portions of the Site
by Grantor.
8.2. City shall have sole responsibility for the maintenance, repair, and security of
its Water Meter Wireless Network Equipment, and City shall keep the same in
good repair and condition during the term of this Agreement, and as such
Agreement may be renewed and extended.
8.3. City shall keep the area of the Site where the Water Meter Wireless
Network Equipment is located free of debris and anything of a dangerous,
noxious or offensive nature or which would create a hazard or undue vibration,
heat, noise or interference.
8.4. In the event that Grantor undertakes painting, construction, repair or other
alterations in or on the Site, City shall take reasonable measures at City's cost to
cover and protect City's Water Meter Wireless Network Equipment during the
painting, construction or alteration process. Grantor shall notify City at least thirty
(30) days prior to any construction, painting, repair or alterations commencing,
unless such construction, painting, repair or alterations must be made on an
emergency basis, in which case Grantor shall notify City as soon as practicable.
Unless resulting from negligent actions or omissions of, or willful misconduct of
Grantor, its employees, agents or contractors, shall not be liable for any damage
incurred by City from such painting, construction, repair or alterations.
SECTION 9. PREMISES ACCESS
City shall have access during normal business hours (Monday - Friday 8am -
5pm) to the Site by means reasonably designated by Grantor, subject to
Grantor's reasonable notice requirementsin order to install, operate and maintain
its Water Meter Wireless Network Equipment.
SECTION 10. OPTION TO TERMINATE
City shall have the right to terminate this Agreement at any time by giving written
notice of termination to Grantor. Grantor shall have the right to terminate this
Agreement at any time by giving not Tess than 120 days prior written notice to
City. Upon such termination, City shall remove the Water Meter Wireless
Network Equipment in accordance with Section 4(c) herein.
SECTION 11. MUTUAL INDEMNIFICATION
11.1 City's Indemnification. City agrees to hold Grantor harmless, indemnify it,
and, at Grantor's option, defend it from and against all liability, damages, losses,
costs, causes of action, charges and expenses, including reasonable attorney
fees, which Grantor may sustain, incur or be liable for arising out of or related to
the negligence or omissions of City, its officers, employees, or agents in the use
or occupancy of the Site and its facilities and the use and operation of the Water
Meter Wireless Network Equipment.
11.2. Grantor's Indemnification. Grantor agrees to hold City harmless, indemnify
it, and, at City's option, defend it from and against all liability, damages, losses,
costs, causes of action, charges and expenses, including reasonable attorney
fees, which City may sustain, incur or be liable for arising out of or related to the
negligence of Grantor, its officers, employees, or agents.
11.3 Limitation of Liability. Notwithstanding Pars. 11.1 and 11.2, the liability of
City and Grantor shall be limited to only those incidents covered by insurance
plus any deductible or retained interests provided each party carries appropriate
insurance, but if a party is not insured, such party shall fully indemnify the other
as provided in Pars. 11.1 and 11.2. There shall be no subrogation for losses to
either party which are covered by insurance including payment by City or its
insurance carrier of worker's compensation to its employees.
11.4. No Liability. Grantor shall have no liability for damage or loss or downtime
due to interference or interruption of the fiber optic system. Grantor shall
cooperate with City to restore service as soon as possible after any interference
or interruption.
11.5 . Defective Equipment. City shall be solely responsible for damage caused
by any defect or malfunction of the Water Meter Wireless Network Equipment it
installs on Grantor's property.
SECTION 12 NOTICES
All notices and correspondence shall be sent by regular U.S. mail to the
following:
City:
Grantor:
Address:
SECTION 13. BINDING EFFECT
City Manager
City of Dubuque
City Hall, 50 W. 13th Street
Dubuque, IA 52001 -4845
Holy Family Catholic Schools
2005 Kane Street
Dubuque, IA 52001
All of the covenants, conditions, and provisions of this Agreement shall inure to
the benefit of and be binding upon the parties hereto and their respective
successors and assigns.
SECTIONI 4. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties and
supersedes any prior understandings or oral or written agreements between the
parties respecting the within subject matter.
SECTION 15. MODIFICATIONS This Agreement may not be modified, except in
writing signed by both parties.
SECTION 16. MISCELLANEOUS
16.1. Grantor and City represent that each, respectively, has full right, power, and
authority to execute this Agreement.
16.2. This Agreement shall be construed in accordance with the laws of the State
of Iowa.
16.3. If any term of this Agreement is found to be void or invalid, such invalidity
shall not affect the remaining terms of this Agreement, which shall continue in full
force and effect.
16.4. In any case where the approval or consent of one party hereto is required,
requested or otherwise to be given under this Agreement, such party shall not
unreasonably delay or otherwise withhold its approval or consent.
16.5. This Agreement may be executed in duplicate counterparts, each of which
shall be deemed an original.
IN WITNESS WHEREOF, the parties hereto bind themselves to this Facilities
Use Agreement as of the day and year first above written.
THE CITY OF DUBUQUE, IOWA HOLY FAMILY CATHOLIC SCHOOLS,
GRANTOR
By: By: �_�P1��i/� it/ . _5�.1�., (. , i Y
Michael 6. Van Milligen
City Manager
ATTEST
By
J a ne F. Schneider
Ci y Clerk
By:
Power input
RF•anlenna connection
ATTACHMENT A
Attachment A
Data Collector Mounted on Wall
Height Up to 35 feet
R450
Data Collector
Ethernet connection
Outdoor
Components
Indoor
Components