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Sisters of Charity_Water Meter Wireless Network Equipment License AgreementMasterpiece 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 between the City of Dubuque and Sisters of Charity of the Blessed Virgin Mary DATE: November 8, 2010 Michel C. Van Milligen Dubuque All4maicaCity 2007 Information Services Manager Chris Kohlmann recommends City Council approval of a Water Meter Wireless Network Equipment License Agreement between the City of Dubuque and Sisters of Charity of the Blessed Virgin Mary. This agreement details licensing for placement of R450 Collector, antennae and telecommunications equipment on a building at the Sisters of Charity of the Blessed Virgin Mary, Marian Hall, Mt. Carmel site indicated on the agreement. This equipment is part of the water meter replacement project. concur with the recommendation and respectfully request Mayor and City Council approval. 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 the City of Dubuque and Sisters of Charity of the Blessed Virgin Mary DATE: November 4, 2010 DISCUSSION Thank you. cc: Barry Lindahl, City Attorney Jeanne Schneider, City Clerk Bob Green, Water Department Manager Ken TeKippe, Finance Director Dubuque AY- Anetica(My f 2007 Attached please find the proposed Water Meter Wireless Network Equipment License Agreement between the City of Dubuque and Sisters of Charity of the Blessed Virgin Mary. This agreement details licensing for placement of R450 Collector, antennae and telecommunications equipment on a building at the Sisters of Charity of the Blessed Virgin Mary, Marian Hall, Mt. Carmel site indicated on the agreement. This equipment is part of the water meter replacement project. 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. Racom will install the collector equipment at the site. The Sisters of Charity of the Blessed Virgin Mary have agreed to terms outlined in the agreement. 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. WATER METER WIRELESS NETWORK EQUIPMENT LICENSE AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND SISTERS OF CHARITY OF THE BLESSED VIRGIN MARY This Water Meter Wireless Network Equipment License Agreement (the Agreement), dated for reference purposes the 13 day of f ove,U —be- , 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 the Sisters of Charity of the Blessed Virgin Mary whose address is 1100 Carmel Dr, Dubuque, IA 52003 (Grantor). Whereas, City desires to install, operate and maintain wireless network equipment at Marian Hall, Mt. Carmel (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) 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 Mhz Antennae will be attached to Marian Hall, 1050 Carmel Drive Dubuque, Iowa, North Elevator Equipment Room Roof located at the site at a height of approximately 66 feet from the ground level. The antenna has a length of no greater than 9'; WaterMeterWirelessNetworkEquipLicenseR450 _Marian Hall Mt Carme1110410bal (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 1 day of June, 2031, 20 years, (the Initial Term), subject to all of the terms, covenants, conditions, and agreements contained herein. 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 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 2 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 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 any Grantor site. Grantor shall evaluate the impact of the initial setup and give written notice to City within 5 days of the initial setup 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 initial setup must be corrected within 5 working days after written notice by Grantor to City. 3 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 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 the peace and enjoyment of Grantor's residents lives or the normal day to day operations of Grantor. Upon written notice by Grantor to City, City shall correct such conditions within 5 working days 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 Grantors shall notify City as soon as practicable. Unless resulting from negligent actions or omissions of, or willful misconduct of Grantors, its employees, agents 4 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 right to terminate this Agreement at any time by giving not less than 120 days written notice of termination to Grantor. Grantor may terminate this Agreement if the building to which the Water Meter Wireless Network Equipment is destroyed, sold, removed or deconstructed. 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 fiber optic system. 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. 11.5 Insurance City is a member of the Iowa Communities Assurance Pool and will maintain its membership during the term of this Agreement. City will provide Grantor with a certificate showing coverage acceptable to Grantor and naming Grantor as an additional insured. 5 SECTION 12. NOTICES. All notices and correspondence shall be sent by regular U.S. mail to the following: Grantor: City: City Manager City of Dubuque City Hall, 50 W. 13th Street Dubuque, IA 52001 -4845 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. Sisters of Charity or the Blessed Virgin Mary Attn: President of the Congregation 1100 Carmel Drive. Dubuque, IA 52003 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. 6 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 Michael C. Van Milligen City Manager ATTEST Jeanne F. Schneider City Clerk 7 SISTERS OF CHARITY OF THE BLESSED VIRGIN MARY Power input 1 Data Collector i i RF- antenna connection A y R450 Data Collector • 0 Height Up to (9) ft. attached to tower Located (66) ft. from ground level Ethe connection EXHIBIT A