Sister of Charity of the Blessed Virgin Mary / BVM-PHS Senior Housinc Copyrighted
November 2, 2020
City of Dubuque Consent Items # 11.
City Council Meeting
ITEM TITLE: Sister of Charity of the Blessed Virgin Mary/ BVM-PHS Senior Housing
, I nc. Updated and Restated Water Meter Equipment Agreement
SUM MARY: City Manager recommending approval of an Updated Water Meter
Wireless Network Equipment License Agreement between the City of
Dubuque, Sisters of Charity of The Blessed Virgin Mary and BVM-PHS
Senior Housing Inc. for location of wireless water meter reading
collection equipment at the Motherhouse Building, 1150 Carmel Drive.
SUGGESTED Suggested Disposition: Receive and File;Approve
DISPOSITION:
ATTACHMENTS:
Description Type
Sisters of Charity Updated Water Meter Equipment City Manager Memo
Agreement-MVM Memo
Staff Memo Staff Memo
Updated and Restated Water Meter Equipment Supporting Documentation
Agreement
Dubuque
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TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Updated Water Meter Wireless Network Equipment License Agreement
with the Sisters of Charity of the Blessed Virgin Mary and BVM-PHS
Senior Housing Inc.
DATE: October 28, 2020
Information Services Manager Chris Kohlmann recommends City Council approval of
an Updated Water Meter Wireless Network Equipment License Agreement between the
City of Dubuque, Sisters of Charity of The Blessed Virgin Mary and BVM-PHS Senior
Housing Inc. for location of wireless water meter reading collection equipment at the
Motherhouse Building, 1150 Carmel Drive.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
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Mic ael C. Van Milligen
MCVM:jh
Attachment
cc: Crenna Brumwell, City Attorney
Cori Burbach, Assistant City Manager
Chris Kohlmann, Information Services Manager
Denise Blakely Ihrig, Water Department Manager
Dubuque
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TO: Michael C. Van Milligen, City Manager
FROM: Chris Kohlmann, Information Services Manager
SUBJECT: Updated Water Meter Wireless Network Equipment License Agreement
with the Sisters of Charity of the Blessed Virgin Mary and BVM-PHS Senior Housing
Inc.
DATE: October 27, 2020
INTRODUCTION
The purpose of this memo is to request approval of an updated agreement between the
City of Dubuque and Sisters of Charity of The Blessed Virgin Mary and BVM-PHS
Senior Housing Inc. for location of R450 and R900 wireless water meter reading
collection equipment located at the Motherhouse Building, 1150 Carmel Drive.
BACKGROUND
In 2010 the City entered into agreement with the Sisters of Charity of The Blessed
Virgin Mary for licensing for placement of R450 Collector, antennae, and
telecommunications equipment on a building at the Marion Hall site. This equipment is
part of the automated water meter reading application. The site was chosen due to its
physical location, elevation and connection to the I-Net that can be used for the
backhaul of data.
DISCUSSION
BVM-PHS has since acquired some of the real property that was the subject of the
original agreement and the City, the Sisters of Charity of The Blessed Virgin Mary.
BVM-PHS desire to affirm, amend, and restate the original agreement as outlined in an
updated agreement reflecting the addition of BVM-PHS Senior Housing Inc. as a
grantor of the license.
City of Dubuque Senior Counsel Barry Lindahl and Counsel for the Sisters of Charity of
The Blessed Virgin Mary and BVM-PHS have reviewed the draft agreement. Racom will
install the collector equipment at the site.
RECOMMENDED ACTION
I would respectfully request approval of the attached agreement. Please let me know if
you have any questions.
c.c. Crenna Brumwell, City Attorney
Barry Lindahl, Senior Counsel
Jenny Larson, Finance and Budget Director
Denise Ihrig, Water Department Manager
Joe Pregler, Senior Network Administrator
AMENDED AND RESTATED
WATER METER WIRELESS NETWORK EQUIPMENT LICENSE AGREEMENT
BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
SISTERS OF CHARITY OF THE BLESSED VIRGIN MARY AND BVM-PHS
SENIOR HOUSING INC.
This Amended and Restated Water Meter Wireless Network Equipment
License Agreement (the Agreement), dated and effective this day of
, 2020, is made and entered into by and between the City of Dubuque,
lowa, an lowa municipal corporation, whose address is City Hall, 50 W. 13th Street,
Dubuque, IA 52001 ("City") and Sisters of Charity of the Blessed Virgin Mary
("BVM"), and BVM-PHS Senior Housing Inc., d/b/a Mount Carmel Bluffs ("BVM-
PHS").
Whereas, City and BVM entered into a Water Meter Wireless Network
Equipment License Agreement, dated the 17t" of November, 2010 ("the Original
Agreement");
Whereas, BVM-PHS has since acquired some of the real property that was
the subject of the Original Agreement;
Whereas, City, BVM, and BVM-PHS desire to affirm, amend, and restate
the Original Agreement as set forth herein;
NOW, THEREFORE, in consideration of the promises and the mutual
agreements of the parties hereto, each of them does hereby covenant and agree
with the other as follows:
SECTION 1. ADDITIONAL PARTY. BVM-PHS Senior Housing Inc. is hereby
added as a party to the Agreement. The Sisters of Charity of the Blessed Virgin
Mary and BVM-PHS Senior Housing Inc. are collectively referred to as Grantors.
SECTION 2. LICENSE GRANTED.
2.1. Grantors 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) 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;
WaterMeterWirelessNetworkEquipLicenseR450_Marian Hall Mt Carme1070920ba1
(3) The R450 Mhz Antennae will be attached to the elevator shaft on the
Motherhouse Building, 1150 Carmel Drive Dubuque, lowa, at a height of
approximately 50 feet from the ground level. The antenna has a length of
no greater than 9';
(4) The R900 Gateway Fixed Network Data Collector Wireless Network
System (Antennae, Collector) receives, stores, and communicates meter
reading data from customers' R900 Meter InterFace Unit (MIU) (see Exhibit
B attached hereto);
(5) The R900 Gateway Fixed Network Data Collector Wireless Network
System utilizes frequencies in the 910-920 MHz unlicensed band to receive
meter reading data from the MIU;
(6) The R900 Mhz Antennae will be attached to the elevator shaft on the
Motherhouse Building, 1150 Carmel Drive Dubuque, lowa, at a height of
approximately 50 feet from the ground level.. The antenna has a length of
no greater than 4'.
(collectively called "the Water Meter Wireless Network Equipment").
2.2. 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 3. 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 tenth (10t") anniversary of that date in the year 2030 (the Renewal
Term), subject to all of the terms, covenants, conditions, and agreements
contained herein.
SECTION 4. 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 5. USE OF LICENSE.
5.1. 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.
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5.2. 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
connection with the use, operation, maintenance, construction and/or installation
of the Water Meter Wireless Network Equipment.
5.3. 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.
5.4. 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.
5.5. All costs and expenses for the removal and restoration of the Site to be
performed by City pursuant to Sections 5.3 and 5.4 herein shall be borne by City,
and City shall hold Grantors harmless therefrom.
SECTION 6. CONSTRUCTION STANDARDS. The Water Meter Wireless
Network Equipment shall be installed in and on the Site in a discrete, good and
workmanlike manner.
SECTION 7. INSTALLATION OF EQUIPMENT.
7.1. City shall have the right, at its sole cost and expense, to relocate, 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.
7.2. City's relocation 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.
7.3 Within thirty (30) days after the completion of the relocation 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
3
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.
7.4. 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 any Grantors site. Grantors shall evaluate the impact of the initial
setup and give written notice to City within 5 days of the relocation of any
interFerence. City will temporarily discontinue use of the Water Meter Wireless
Network Equipment until interference has been corrected. If interference cannot
be corrected within 30 days after such notice from Grantor, this Agreement will be
null and void. Interference after the relocation must be corrected within 5 working
days after written notice by Grantors to City.
SECTION 8. 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 9. MAINTENANCE.
9.1. 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
9.2. 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.
9.3. City shall keep the Site 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, including but not limited to anything that interrupts or interferes with
the peace and enjoyment of Grantor's residents lives or the normal day to day
operations of Grantors. Upon written notice by Grantors to City, City shall correct
such conditions within 5 working days
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9.4. 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 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 10. 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 relocate, operate and maintain its Water Meter Wireless Network
Equipment.
SECTION 11. OPTION TO TERMINATE. City shall have the right to terminate
this Agreement at any time by giving not less than 120 days written notice of
termination to Grantors. Grantors may terminate this Agreement if the building to
which the Water Meter Wireless Network Equipment is destroyed, sold, removed
or deconstructed.
SECTION 12. MUTUAL INDEMNIFICATION.
12.1. Citv'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 its contractual obligation to the Grantors
12.2. 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.
12.3. No Liability. Grantors shall have no liability for damage or loss or downtime
due to interference or interruption of the fiber optic system. Grantors shall
cooperate with City to restore service as soon as possible after any interference or
interruption.
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12.4. 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.
12.5 Insurance. City is a member of the lowa Communities Assurance Pool and
will maintain its membership during the term of this Agreement. City will provide
Grantors with a certificate showing coverage acceptable to Grantors and naming
Grantors as an additional insured.
SECTION 13. 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
Grantors: Sisters of Charity of the Blessed Virgin Mary
BVM-PHS Senior Housing Inc., d/b/a Mt Carmel Bluffs.
1160 Carmel Drive.
Dubuque, IA 52003
SECTION 14. 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 15. 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 16. MODIFICATIONS. This Agreement may not be modified, except
in writing signed by both parties.
SECTION 17. MISCELLANEOUS.
17.1. Grantors and City represent that each, respectively, has full right, power,
and authority to execute this Agreement.
17.2. This Agreement shall be construed in accordance with the laws of the State
of lowa.
17.3. 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.
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17.4. 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.
17.5. This Agreement may be executed in duplicate counterparts, each of which
shall be deemed an original.
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CITY OF DUBUQUE, IOWA SISTERS OF CHARITY OF THE
BLESSED VIRGIN MARY
By: By:
Michael C. Van Milligen
City Manager
Name and Title
ATTEST BVM-PHS SENIOR HOUSING INC.,
D/B/A MT CARMEL BLUFFS.
By:
Adrienne N. Breitfelder, Name and Title
City Clerk
F:\Users\tsteckle\Li n da h I Wg reements\Wate rM eterW irelessN etworkEq u i pLicenseAg reementR450SistersOfC harity_070920 ba I.docx
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EXHIBIT A
Height Up to (9) ft. attached to tower
Located (50) ft. from ground level
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Data Collector
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EXHIBIT B
Height Up to (4) ft. attached to tower
Located (50) ft. from ground level
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R900 Gateway Data Collector
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12.59
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