Water Meter Wireless Network Equipment License Agreement_Sunny Crest, Hospital BoardMasterpiece on the Mississippi
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
Dubuque
blikd
All- Amaica City
1
2007
SUBJECT: Water Meter Wireless Network Equipment License Agreement between
City of Dubuque, Dubuque County and Dubuque County Hospital Board of
Trustees by Sunnycrest Manor
DATE: May 12, 2010
Information Services Manager Chris Kohlmann recommends City Council approval of
Water Meter Wireless Network Equipment License Agreements between the City of
Dubuque, Dubuque County and the Dubuque County Hospital Board of Trustees by
Sunnycrest Manor. These agreements detail licensing for placement of an R450
Collector, antennae and telecommunications equipment on the telecommunications
tower located at Sunnycrest Manor. This equipment is part of the water meter
replacement project.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
Michael C. Van Milligen
MCVM:jh
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
Chris Kohlmann, Information Services Manager
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 between
City of Dubuque, Dubuque County and Dubuque County Hospital Board of
Trustees by Sunnycrest Manor
DATE: May 10, 2010
DISCUSSION
Dubuque
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2007
Attached please find the proposed Water Meter Wireless Network Equipment
License Agreements between the City of Dubuque, Dubuque County and the
Dubuque County Hospital Board of Trustees by Sunnycrest Manor. These
agreements detail licensing for placement of an R450 Collector, antennae and
telecommunications equipment on the telecommunications tower located at
Sunnycrest. This equipment is part of the water meter replacement project. The site
was chosen due to its physical location, elevation and connection to existing network
resources that can be used for the backhaul of data. Racom will install the collector
equipment at the site.
The Dubuque County Board of Supervisors approved the agreement at their April
26, 2010 meeting and the Dubuque County Hospital Board of Trustees approved the
agreement at their May 10, 2010 meeting. 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
DUBUQUE COUNTY
AND
THE DUBUQUE COUNTY HOSPITAL BOARD OF TRUSTEES BY
SUNNYCREST MANOR
This Water Meter Wireless Network Equipment License Agreement (the
Agreement), dated for reference purposes the 2 day of Ap r, , 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) and Dubuque County, whose address is 720 Central Avenue
Dubuque, Iowa 52001 (Grantor — Dubuque County) and Dubuque County
Hospital Board of Trustees by Sunnycrest Manor whose address is 2375
Roosevelt Street (Grantor — Sunnycrest). Grantor - Dubuque County and Grantor
- Sunnycrest will be collectively referenced as Grantors .
Whereas, City desires to install, operate and maintain wireless network
equipment at the Sunnycrest Communications Tower (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. Grantors hereby grant 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) receives, stores, and communicates meter reading data from
customers' R450 Meter Interface Unit (MIU) (see Exhibit A attached
hereto);
WaterMeterWirelessNetworkEquipLicenseR450 _TableMound_041510balRevised
(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) R450 Mhz Antennae will be attached to the telecommunications
tower located at the Site at a height of one hundred fifty feet (150') from
the ground level. The antennae has a length of no greater than eight feet
(8');
(collectively called the Water Meter Wireless Network Equipment).
1.2. Grantors reserve 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 Grantors. 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 Grantors 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. LICENSE FEE.
City shall pay to Grantors 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 Grantors on the discrete and safe
placement of the Water Meter Wireless Network Equipment.
4.2. City and its agents shall, at City's 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
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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 not 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 Grantors 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 Grantors, 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
Grantors' 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 Grantors 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
3
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 Grantors' communication systems,
cellular telephone services or Internet system or fiber optic system now or
hereafter used at any Grantors 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 Grantors, 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 Grantors. City shall
submit to Grantors a proposal for any such replacement Water Meter Wireless
Network Equipment and any supplemental materials for Grantors' evaluation not
less than thirty (30) days prior to City's intended date of such update or
replacement.
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, on or
attached to the Site in a safe condition, in good repair and in a manner suitable to
Grantors so as not to conflict with the use, including other leasing, of other
portions of the Site by Grantors
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 Grantors 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 from
any damage which may occur during the painting, construction or alteration
process. Grantors shall notify City at least ten (10) 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
4
Grantors shall notify City as soon as practicable. Unless resulting from negligent
actions or omissions of, or willful misconduct of Grantors, its employees, agents
or contractors, Grantors 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 Grantors, subject to
Grantors' reasonable notice requirements in order to install, operate and maintain
its Water Meter Wireless Network Equipment.
SECTION 10. OPTION TO TERMINATE.
City shall have the unilateral right to terminate this Agreement at any time by
giving written notice of termination to Grantors. Grantors shall have the right to
terminate this Agreement at any time by giving not less than 120 days prior
written notice to City. Upon such termination, City shall remove the Water Meter
Wireless Network Equipment in accordance with Section 4(c) herein.
SECTION 11. MUTUAL INDEMNIFICATION.
11.1. City's Indemnification. City agrees to defend, indemnify, and hold Grantors
harmless from and against all liability, damages, losses, costs, causes of action,
charges and expenses, including reasonable attorney fees, which Grantors 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 and any breach of it's contractual obligation to the Grantors
11.2. Grantors' Indemnification. Grantors agree to defend, indemnify, and hold
City harmless 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
Grantors, its officers, employees, or agents.
11.3. No Liability. Grantors shall have no liability for damage or loss or
downtime due to interference or interruption of the Water Meter Wireless
Network. Grantors shall cooperate with City to restore service as soon as
possible after any interference or interruption.
11.4. 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 Grantors' property.
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SECTION 12. NOTICES.
All notices and correspondence shall be sent by regular U.S. mail to the
following:
City: City Manager
City of Dubuque
City Hall, 50 W. 13th Street
Dubuque, IA 52001 -4845
Grantor: Dubuque County
Address: Courthouse
720 Central Avenue
Dubuque, Iowa 52001
Grantor: Dubuque County Hospital Board of Trustees by
Sunnycrest Manor
Address 2375 Roosevelt Street
Dubuque, Iowa 52001
SECTION 13. BINDING EFFECT.
All of the covenants, conditions, and provisions of this Agreement shall inure to
the benefit of and be binding upon the parties hereto and their respective
successors and assigns.
SECTION 14. 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. Grantors 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.
CITY OF DUBUQUE, IOWA
By:
Michael C. Van Milligen
City Manager
ATTEST
Jeanne F. Schneider
City Clerk
7
Dubuque County
By: EI.4e5)/e.t.q.
Dubuque County Hospital Board of
Trustees by Sunny Crest Manor
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By:
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Power input
Data Collector
RF•antenna connection
R450
Data Collector
EXHIBIT A
Height Up to 8 ft. attached to tower
Located 150 ft. from ground level
0
Ethernet connection