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Natural Gas Wireless Network Equipment License Agreement_Black Hills EnergyMasterpiece on the Mississippi TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Natural Gas Wireless Network Equipment License Agreement DATE: February 2, 2011 Information Services Manager Chris Kohlmann recommends City Council approval of the Natural Gas Wireless Network Equipment License Agreement between the City of Dubuque and Black Hills Energy. This agreement is for placement of an Itron 100S Natural Gas Fixed Network Collector System, antennae and telecommunications equipment on the rooftop of Fire Station #5 located at 689 S. Grandview. This equipment is part of the Smarter Natural Gas project. I concur with the recommendation and respectfully request Mayor and City Council approval. Mic ael C. Van Milligen MCVM:jh Attachment cc: Barry Lindahl, City Attorney Cindy Steinhauser, Assistant City Manager Chris Kohlmann, Information Services Manager Dubuque kittri Ai-America City 1 2007 Masterpiece on the Mississippi TO: Michael C. Van Milligen, City Manager FROM: Chris Kohlmann, Information Services Manager SUBJECT: Natural Gas Wireless Network Equipment License Agreement DATE: January 27, 2011 BACKGROUND On December 6, 2010 the Dubuque City Council approved a memorandum of understanding to conduct a natural gas pilot program as part of Smarter Sustainable Dubuque. I have attached memos and the MOU for your reference. DISCUSSION Attached please find the proposed Natural Gas Wireless Network Equipment License Agreement between The City of Dubuque and Black Hills Energy. This agreement details licensing for placement of an Itron 100S Natural Gas Fixed Network Collector System, antennae and telecommunications equipment on the rooftop of Fire Station #5 located at 689 S. Grandview. This equipment is part of the Smarter Natural Gas project. The site was chosen due to its physical location, elevation and proximity to volunteer homes. Racom and Itron engineers will install the collector equipment at the site. City Attorney Barry Lindahl and Smarter Sustainable Dubuque Project Manager David Lyons have reviewed this agreement. I have visited with Fire Chief Dan Brown regarding the location and placement of the equipment. 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, City Attorney David Lyons, Smarter Sustainable Dubuque Project Manager Dan Brown, Fire Chief Dubuque kital All-Amedca City 2007 NATURAL GAS WIRELESS NETWORK EQUIPMENT LICENSE AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND BLACK HILLS ENERGY This Natural Gas Meter Wireless Network Equipment License Agreement (the Agreement), dated for reference purposes the day of ) { runrr )Q , 2011, 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 Black Hills /Iowa Gas Utility Company, LLC, d /b /a Black Hill Energy (BHE). Whereas, BHE desires to install, operate and maintain wireless network equipment on the rooftop of Fire Station #5 located at 689 S. Grandview (the Site) for use in connection with the Itron 100S Natural Gas Fixed Network Collector System; and Whereas this equipment is part of pilot project for City's Sustainable, Smarter Natural Gas Project; 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. City hereby grants to BHE a license (the License) to install, operate and maintain the following equipment at the Site: (1) Itron 100S Natural Gas Fixed Network Collector System which receives, stores, and communicates natural gas meter reading data it receives from customers' Gas Meter Interface Unit (MIU). The Itron 100S Natural Gas Fixed Network Collector operates on a 120/240 auto - sensing volt service and is equipped with a backup battery. Data is forwarded from the collector to the utility over a public wide area network (cellular- based); (2) Stand, 36" square with non - penetrating roof mount to be placed at a mutually agreeable location; and (3) One 9 -foot for the endpoint antenna. (Collectively called the Natural Gas Meter Wireless Network Equipment. Specification sheet shown in Appendix A). 1.2. City reserves the right to require BHE to relocate its Natural Gas Meter Wireless Network Equipment to other locations at the Site. BHE shall complete the relocation of its Natural Gas Meter Wireless Network Equipment within thirty (30) days after receiving written notice from City. The relocation expenses shall be shared equally between the City and BHE's. 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 July, 2013. SECTION 3. USE OF LICENSE 3.1. BHE and its agents shall use the License granted herein for the installation, operation, and maintenance of its Natural Gas Meter Wireless Network Equipment for the transmission, reception and operation of a Natural Gas Meter Wireless Network Meter Reading Collection System and uses incidental thereto and for no other uses. BHE agrees to reasonably cooperate with the City on the discrete and safe placement of the Natural Gas meter Wireless Network Equipment. 3.2. BHE 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 Natural Gas Meter Wireless Network Equipment. In the event, in BHE's sole discretion, the expense to comply becomes prohibitive, BHE can terminated this Agreement on two (2) days written notice. 3.3. The Natural Gas Meter Wireless Network Equipment shall at all times remain BHE's personal property and shall never be considered a fixture to the real estate. Upon termination of the Agreement, BHE shall remove the Natural Gas meter Wireless Network Equipment and any improvements from the City within ninety (90) days. Such removal shall be done in a workmanlike and careful manner and without unreasonable interference or damage to any other equipment, structures or operations on or within the Site. 3.4. Upon removal of the Natural Gas Meter Wireless Network Equipment (or portions thereof) as provided herein, BHE shall restore the affected areas of the Site to the conditions which existed prior to this Agreement, reasonable wear and tear excepted. 3.5. All costs and expenses for the removal and restoration of the Site to be performed by BHE pursuant to Sections 3.3 and 3.4 herein shall be borne by BHE, and BHE shall hold City harmless therefrom. SECTION 4. CONSTRUCTION STANDARDS. The Natural Gas Meter Wireless Network Equipment shall be installed in and on the Site in a reasonably discrete, good and workmanlike manner. SECTION 5. INSTALLATION OF EQUIPMENT 5.1. BHE shall, install, operate and maintain its Natural Gas 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. Notwithstanding anything else in this Agreement, City shall reimburse BHE for its reasonable installation costs within thirty (30) days of receipt of a statement for such costs. 5.2. BHE's installation of such Natural Gas Meter Wireless Network Equipment shall be done according to plans approved by City, which approval shall not be unreasonably withheld. Any damage done to the Site and /or other structures by BHE or its contractors or representatives during installation and /or operations shall be repaired or replaced immediately at BHE's expense and to City's reasonable satisfaction. 5.3. Within thirty (30) days of the completion of the initial installation of the Natural Gas Meter Wireless Network Equipment, BHE shall provide City with as- built drawings of the Natural Gas 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 Natural Gas Meter Wireless Network Equipment located in and on the Site. 5.4 In the event BHE's installation, maintenance and use of the Natural Gas Meter Wireless Network Equipment interferes with City's existing communication systems, Water Meter Wireless Collection Systems, cellular telephone services or Internet system or fiber optic system now or hereafter used at any City site, at the City's request, BHE shall terminate operations of the Natural Gas Meter Wireless Network Equipment and program. BHE shall not be liable or be an indemnitor for any such interruption or damages therefrom. SECTION 6. EQUIPMENT UPGRADE. BHE may update or replace the Natural Gas Meter Wireless Network Equipment from time to time with the prior written approval of City, whose approval shall not be unreasonably withheld, provided that the replacement Natural Gas Meter Wireless Network Equipment are not greater in number or size than the existing Natural Gas Meter Wireless Network Equipment and that any change in equipment locations in or on the Site is prior approved in writing by City. BHE shall submit to City a proposal for any such replacement Natural Gas Meter Wireless Network Equipment and any supplemental materials for City's evaluation. SECTION 7. MAINTENANCE 7.1. BHE shall, at its own expense, maintain the area of the Site where the Natural Gas 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 reasonably suitable to City so as not to unreasonably conflict with the use of, or other leasing, or other portions of the Site by City. 7.2. BHE shall have sole responsibility for the maintenance, repair, and security of its Natural Gas Meter Wireless Network Equipment, and BHE shall keep the same in good repair and condition during the term of the Agreement, and as such Agreement may be renewed and extended. 7.3. BHE shall keep the area of the Site where the Natural Gas Meter Wireless Network Equipment is located free of unreasonable debris and anything of a dangerous, noxious or offensive nature or which would create a hazard or undue vibration, heat, noise or interference caused by the Natural Gas Meter Wireless Network Equipmen. 7.4. In the event that City undertakes painting, construction, repair or other alterations in or on the Site, BHE shall take reasonable measures at BHE's cost to cover BHE's Natural Gas Meter Wireless Network Equipment and protect such which may occur during the painting, construction or alteration process. City shall notify BHE 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 City shall notify BHE as soon as practicable. City, its employees, agents or contractors, shall be liable for any damage incurred by BHE from such painting, construction, repair or alterations. SECTION 8. PREMISES ACCESS. BHE shall have access during normal business hours (Monday - Friday 8am - 5pm) to the Site by means reasonably designated by City, upon reasonable notice to City, in order to install, operate and maintain its Natural Gas Meter Wireless Network Equipment. In the event of an emergency, BHE shall have the right to access the Site immediately. SECTION 9. OPTION TO TERMINATE. BHE shall have the unilateral right to terminate this Agreement at any time by giving written notice of termination to City. City shall have the right to terminate this Agreement at any time by giving not less than 120 days prior written notice to BHE. Upon such termination, BHE shall remove the Natural Gas Meter Wireless Network Equipment in accordance with Section 3 herein. SECTION 10. MUTUAL INDEMNIFICATION 10.1 BHE's Indemnification. Except as set forth herein, BHE agrees to hold City harmless, indemnify it, 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 or omissions of BHE, its officers, employees, or agents in the use or occupancy of the Site and its facilities and the use and operation of the Natural Gas Meter Wireless Network Equipment and any breach of its contractual obligation to the City. 10.2. City's Indemnification. City agrees to hold BHE harmless and indemnify it, and, at BHE's option, defend it from and against all liability, damages, losses, costs, causes of action, charges and expenses, including reasonable attorney fees, which BHE may sustain, incur or be liable for arising out of or related to the negligence of City, its officers, employees, or agents. 10.3. No Liability. City shall have no liability for consequential damages or loss due to interference or interruption of existing networks at the Site. City shall cooperate with BHE to restore service as soon as possible after any interference or interruption. 10.4. Defective Equipment. BHE shall be solely responsible for damage caused by any defect or malfunction (unless such malfunction is not within the control of BHE) of the Natural Gas Meter Wireless Network Equipment it installs on City's property. SECTION 11. NOTICES All notices and correspondence shall be sent by regular U.S. mail to the following: City: BHE: City Manager City of Dubuque City Hall, 50 W. 13th Street Dubuque, IA 52001 -4845 Mark Ernst Eastern Iowa Operations Manager Black Hills Energy Corporation 1015 Cedar Cross Road Dubuque, IA 52003 E -mail: mark.ernst @blackhillscorp.com SECTION 12. 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 13. 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 14. MODIFICATIONS. This Agreement may not be modified, except in writing signed by both parties. SECTION 15. MISCELLANEOUS 15.1. City and BHE represent that each, respectively, has full right, power, and authority to execute this Agreement. 15.2. This Agreement shall be construed in accordance with the laws of the State of Iowa. 15.3. 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. 15.4. 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. 15.5. 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 BLACK HILLS /IOWA GAS UTILITY COMPANY, LLC ATTEST By: Michael C. Van Milligen City Manager anne F. Schneider City Clerk By: a ezi Eas-{er,/ kwa. Operadior-s Manager Ma rk ErnSf Trr, L,a n3melt,- /\drn►n ►s -1- ikss►s +aY C( Appendix A Specification Sheet Itron CCU 100 w w w. i t r o n. c o m C CU 100 Introduction Acquiring meter data is one half of the equation in a successful fixed network system. The other half is delivering that information back to the utility. With the onset of advanced metering initiatives and more robust collection of interval and event data, ensuring your information arrives where and when it should becomes critical. Devices that transport data across the network are a critical link, connecting utility and consumer. Itron's new CCU 100 makes that link stronger than ever. The CCU 100 (also known as a collector) reads data from Itron electricity meters, gas and water endpoints, and repeaters. Data is forwarded from the collector to the utility over a public wide area network (cellular -based WAN or broadband) or a private WAN supporting IP- addressable packet data. Data is automatically uploaded to the Itron Fixed Network Software and can be used for billing as well as advanced applications and analysis in a meter data management system. Data uploads occur at scheduled intervals. The CCU 100 can also facilitate on- demand requests when needed. Collectors operate on a 120/240 auto - sensing volt service and are equipped with a backup battery. In the event of an outage, the collector sends an alarm to the Itron Fixed Network Software with information describing various events, including power loss, restoration, and low -battery conditions. itrci,, Knowledge to Shape Your Future Features and Benefits Itron's latest fixed - network collector, the CCU 100, supports the needs of today's evolving utility by providing: > Two -way communication to endpoints and to the repeater to collect on- demand reads and issue network commands > Robust collection of time - synchronized interval data, when coupled with a meter data management system, helps utilities: - Improve customer service - Refine forecast consumption - Manage and control tamper and theft - Develop new rate -based and customer incentive programs - Better respond to customer "what -if" questions > lime- synchronization of endpoint clocks, ensuring data collected territory-wide is accurately time- stamped > Retrieval of missing interval data in the event of a network outage > A compact device footprint that is lightweight and unobtrusive > Flexible and easy installation including tower, building or utility pole -mount options > Low power consumption > Solar- powered configurations for locations where hard -wired power is not readily available > Multiple communication options for public and private WAN backhauls. Public and private technologies can be combined in a deployment, providing a hybrid approach best suited to the communication strengths of a given area Specifications Functional > Power Requirements - Power source: 90VAC to 265VAC/ 47 Hz to 63 Hz - Power consumption: 12 Watts Maximum 7.5 Watts Typical - Power cable with photocell adapter for street light mount - Power connectors: watertight and keyed - Backup battery: 6 VDC, 4.5 AH lead -acid, 1.5 hour operating duration > Operating Environment - Operating and storage temperatures: -40C to +60C ( -40F to 140F) ambient - Operating humidity: 0 to 95% non - condensing relative humidity > Product Details - Product life: 15 years - Product identification: numeric and bar code serial number - Certification: meets or exceeds applicable ANSI 012.1 or equivalent standards Operational > Endpoint Transceiver Operating Frequency - 903.0 -926.8 MHz > Backhaul Specifications - Ethernet - Flexible Private LAN options via Ethernet connection - HSPA/UMTS - EDGEJGPRS/GSM - CDMA EV -DO Rev A - CDMA 1 xEV -DO Rev 0 - CDMA 1 xRTT - CDMA IS -95 Regulatory and Standards > FCC, CFR 47, Part 15 Class B certified Physical > Dimensions 11.6 "x6.3 "x3.9 "(29.5cmx16.Ocmx 9.9 cm) > Weight - 6.3 lbs. (2.9 kg) with battery Installation Methods > Utility pole mount > Street light pole mount, optional photocell power adapter > Roof mount > Wall mount > Tower configuration Host Processing Software > Itron Network Software > Optional Hosted Services About Itron Inc. Itron Inc. is a leading technology provider to the global energy and water industries. Our company is the world's leading provider of intelligent metering, data collection and utility software solutions, with nearly 8,000 utilities worldwide relying on our technology to optimize the delivery and use of energy and water. Our products include electricity, gas, water and heat meters; data collection and communication systems, including automated meter reading (AMR) and advanced metering infrastructure (AMI); meter data management and related software applications; as well as project management, installation, and consulting services. To know more, start here: www.itron.conl. 0 Copyright 2010, Itron Inc. All Rights Reserved. - Itron reserves the right to change these specifications without prior notice. Mounting Options Itron Corporate Headquarters 2111 North Molter Road Liberty Lake, WA 99019 USA Phone: 1.800.635.5461 Fax: 1.509.891.3355 www.itron.com Publication 101013SP -02 10/10 Masterpiece on the Mississippi TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager SUBJECT: Black Hills Natural Gas Pilot Program DATE: December 2, 2010 Dubuque Ally ricaCti 11111! 2007 Smarter Sustainable Dubuque Project Manager David Lyons and Assistant City Manager Cindy Steinhauser are recommending approval to enter into a Memorandum of Understanding with Black Hills Energy Corporation to conduct a natural gas pilot program as part of Smarter Sustainable Dubuque. Smarter Sustainable Dubuque is part of the City of Dubuque's Sustainable Dubuque Initiative, which began in 2006 and seeks to make Dubuque a community that meets the environmental, economic and social equity needs of its residents today without reducing the ability of future generations to meet their needs. The City of Dubuque has been working with IBM Research for over a year now on Smarter Sustainable Dubuque. Efforts successfully underway already include the Smarter Water and Smarter Electricity pilots. Conversation is underway to potentially incorporate Vehicle Miles Traveled (Transit) in the near future. The overall concept is to provide citizens with real time information to be able to assist them in saving money and time, while conserving resources and reducing green house gas emissions, through more effective utilization of resources. Incorporating as many "silos" of energy utilization as possible into the model will give citizens the maximum opportunity to discover long term savings through resource utilization changes. Natural gas is a critical component of Dubuque's energy utilization, particularly as the community's primary source of energy for heat during winter months. As part of Smarter Sustainable Dubuque, Black Hills Energy will install 250 natural gas AMI units (Advanced Metering Infrastructure) for project participants in Dubuque and for a period of two years provide individual gas usage and related data to the City and IBM for research purposes. The pilot will work with volunteer households and data will be provided only in an anonymous manner and individually identifiable data will not be made available. Black Hills Energy, and its vendor ITRON, will handle the purchase, installation and support of all needed equipment. The City would authorize co- location of a transmitter with its existing infrastructure and together with Dubuque 2.0 (a community dialogue conducted by the Dubuque Area Chamber of Commerce and the Community Foundation of Greater Dubuque), assist in the recruitment of the 250 volunteer households for the pilot. The pilot would take advantage of existing infrastructure and processes already in place to support the Smarter Water and Smarter Electricity portions of the initiative. Other than this support, there would be no direct expenses or funding required of the City. 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 David Lyons, Smarter Sustainable Dubuque Project. Manager Masterpiece on the Mississippi TO: Michael C. Van Milligen, City Manager FROM: David Lyons, Smarter Sustainable Dubuque Project Manager Cindy Steinhauser, Assistant City Manager SUBJECT: Black Hills Natural Gas Pilot Program DATE: December 1, 2010 Introduction The purpose of this memorandum is to request City Council approval to enter into the attached Memorandum of Understanding with Black Hills Energy Corporation for the conduct of a natural gas pilot program as part of Smarter Sustainable Dubuque. Smarter Sustainable Dubuque is part of the City of Dubuque's Sustainable Dubuque Initiative, which began in 2006 and seeks to make Dubuque a community that meets the environmental, economic and social equity needs of its residents today without reducing the ability of future generations to meet their needs. Background The City of Dubuque has been working with IBM Research for over a year now on Smarter Sustainable Dubuque. Efforts successfully underway already include the Smarter Water and Smarter Electricity pilots. Conversation is underway to potentially incorporate Vehicle Miles Traveled (Transit) in the near future. The overall concept is to provide citizens with real time information to be able to assist them in saving money and time, while conserving resources and reducing green house gas emissions, through more effective utilization of resources. Incorporating as many "silos" of energy utilization as possible into the model will give citizens the maximum opportunity to discover long term savings through resource utilization changes. Natural gas is a critical component of Dubuque's energy utilization, particularly as the community's primary source of energy for heat during winter months. Dubuque ammencaoly 11111r 2007 Discussion As part of Smarter Sustainable Dubuque, Black Hills Energy will install 250 natural gas AMI units (Advanced Metering Infrastructure) for project participants in Dubuque and for a period of two years provide individual gas usage and related data to the City and IBM for research purposes. The pilot will work with volunteer households and data will be provided only in an anonymous manner and individually identifiable data will not be made available. Black Hills Energy, and its vendor ITRON, will handle the purchase, installation and support of all needed equipment. The City would authorize co- location of a transmitter with its existing infrastructure and together with Dubuque 2.0, assist in the recruitment of the 250 volunteer households for the pilot. The pilot would take advantage of existing infrastructure and processes already in place to support the Smarter Water and Smarter Electricity portions of the initiative. Other than this support, there would be no direct expenses or funding required of the City. Request We respectfully request City Council approve the attached Memorandum of Understanding between the City of Dubuque and Black Hills Energy for the conduct of a 250 household pilot on natural gas data and utilization as part of Smarter Sustainable Dubuque. Cc: Teri Goodmann, Assistant City Manager Chris Kohlmann, Information Services Manager Cori Burbach, Sustainability Coordinator Eric Dregne, Dubuque 2.0 2. Term MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF DUBUQUE AND BLACK HILLS ENERGY FOR THE SUSTAINABLE DUBUQUE AMI PILOT PROJECT This Memorandum of Understanding (MOU) is made and entered Into by and between the City of Dubuque (City) and Black HiIls/lowa Gas Utility Company, LLC d /b /a Black Hills Energy (Black Hills) to set forth the understandings and obligations of the parties pertaining to City's Sustainable Dubuque AMI Pilot Project to assess energy efficiency technologies (the Project). 1. Scope /Objective The overall objective of the Project is for Black Hills to install 250 Advanced Metering Infrastructure (AMI) meters for Project participants in Dubuque, Iowa and for a period of two years to provide the individual customer gas usage and related data to City for restricted display on a web portal and for independent analysis In accordance with the City's research objectives for the Project and for the City to provide any and all analysis, reports or other deliverables resulting from such analysis to Black Hills. a. The term of this MOU shall commence on the date when the last of the two parties has executed this MOU and shall expire upon completion of both parties' Project obligations set forth herein, currently estimated to be no later than December 31, 2012 or earlier as set forth herein. b. Black Hills may terminate this MOU upon prior written notice to City in the event City or its contractors, including IBM, In the sole determination of Black Hills, breaches any term of this MOU, Including but not limited to the Data restrictions set forth below. c. in the event of expiration or termination: • Black Hills will immediately cease providing Data to City and City will immediately cease providing anonymized Data to IBM. • City will stop displaying the anonymized individualized customer usage Data on the portal. • City and IBM's limited license to use the anonymized Data provided shall be governed by Section 6 below. 3. Assumptions related to the Project a. The Project participants shall be current customers of Black Hills located within areas mutually agreed by Black Hills and City. b. The Project participants may be screened by Black Hills for elimination from participation in the Project for reasons determined appropriate solely by Black Hills, which may include but are not limited to, insufficient network overage, irregular bill payment history, renter rather than homeowner, or other applicable criteria. c. Customer billing data will not be provided to City. d. The Data will be collected starting approximately January 1, 2011 for a minimum two -year period for each participant. e. Black Hills will provide historical usage data for the previous twelve months for project participants. 4. Obligations of City a. City shall securely provide Black Hills with a complete list of potential participants, including names, addresses, participant's Anonymous ID number, and other applicable information. City shall provide prompt periodic secure updates of this list to Black Hills for additional customers and removal of customers, including dropouts. b. City shall provide secure test and production FTP sites with security consistent with Black Hills policies and requirements, for review and approval by Black Hills prior to Implementation of the pilot. Data transmission must comply with best practices for file transfer using Secure FTP. c. City shall provide access and assistance, as reasonably feasible and agreed to by the parties, to existing physical and communication infrastructure that would facilitate equipment installation and data collection and transmission. d. The Data transmitted is confidential information and must be protected by City and its contractors from unauthorized use or users. e. City shall promptly refer any meter and billing related questions, inquiries, or complaint from participants to Black Hills for resolution at 1- 563 -585 -4010. f. City is the primary point of contact for participants regarding the Project. Black Hills is the primary point of contact for participants regarding meters. g. City may use the Data provided by Black Hills, subject to Section 6 below. h. City shall provide other deliverables to Black Hills for this Project as follows: • Reports, analysis, and derivative works resulting from the Data provided by the Black Hills with unlimited rights for Black Hills, to include at a minimum, the information showing how customers changed their behavior and attained a heightened awareness of their energy usage. • Black Hills may use, reproduce, display, publish, or distribute, in whole or in part, any of City's deliverables and may create derivative works therefrom. 6. Data i. City shall promptly provide drafts of all communications that reference Black Hills for review prior to publication or distribution. Black Hills shall have a reasonable period of time to review such submissions. 5. Obligations of Black Hills a. Black Hills shall develop and provide to City screening criteria that Black Hills will use in screening potential Project participants from the potential participants identified by City. b. Black Hills will review and approve a final list of project participants In accordance with such criteria prior to collection of data. c. Black Hills shall address participants' questions, inquiries and complaints related to meters in accordance with its standard procedures for all customer inquiries at 1- 563 -585 -4010 or through another referral method to be mutually agreed upon by both parties. d. Black Hills may drop any participants at any time for any reason, upon written notice to the City. e. Black Hills shall provide deliverables to the City for this Project as follows: • Data as further described in Section 6 below • Up to 250 gas AMI meters configured for 1 hour interval reads including installation, trouble shooting, and repair /replacement. • Twelve months of historical usage data for Project participants f. Black Hills shall transfer any customer calls regarding the Project to City's call center at 1- 563 -690 -6111 or email SSD ©cityofdubuque.org. a. City is granted a limited license to reproduce, use and sublicense the Data to IBM only in anonymized form. IBM's rights to the anonymized Data will be a limited, irrevocable, nonexclusive, worldwide, and fully paid -up license to use, reproduce and distribute the anonymized Data fumished by the City under its agreements with IBM for the following purposes: (I) as necessary to perform the work required of IBM; (ii) to demonstrate IBM's resulting Prototype Service to third parties; (iii) to publish the results of the Project in scientific journals, periodicals, and conference papers and presentations; and (iv) for intemal use for research purposes. IBM may not sublicense the anonymized Data to any third party. b. City is granted a limited license to use and reproduce the Data in order to display the Data in a restricted web portal so that each customer may only view its own Data and no other customers may view a customer's Data. c. City may not otherwise transfer, sell or license the individual customer Data supplied by Black Hills or used by the City to any third party in written or electronic form. Other than as set forth above, all Data will be used, reproduced, displayed, or published In reports only on an aggregated basis or as specifically approved in advance in by Black Hills. d. Data files to be supplied by Black Hills will consist of the participant's Anonymous ID number and raw read Data files containing mutually agreed -to information that is normally read from the meter and is available from the Remote Network Interface (RNI) e. Black Hills will use commercially reasonable efforts to read meters and to transmit Data to City's secure FTP site at least one time per day. f. For meters designated as one -hour interval read meters, the interval Data reads will be a maximum of 24 one -hour increments per day. g. The parties will mutually agree on the file format for Data transmittals. Black Hills disclaims any responsibility, liability, or warranty related to the Data, including but not limited to, merchantability, fitness for a particular purpose, suitability, accuracy, or completeness. h. City represents and warrants that it has and will maintain adequate systems and other controls in place to protect the Data supplied by Black Hills in accordance with the requirements of this MOU. i. Black Hills will provide one time, in a mutually agreed upon digital file format, historical monthly consumption data covering twelve prior months to the start of receipt of AMI supplied data for 250 pilot participants. Each record in the file shall include an anonymous Identification Number along with a month and /or read date indicating when the reading was done. Consumption or raw reading data or meter reading that consumption can be calculated from is to be included. Estimates should also be included but shall be designated as such. 7. Communication a. Notices or other communications related to this MOU will be sent in writing or electronic mail to: • Notices sent to Black Hills will be sent to: Mark Ernst Eastem Iowa Operations Manager Black Hills Energy Corporation 1015 Cedar Cross Road Dubuque, IA 52003 E -mail: mark.emst@blackhillscorp.com • Notices sent to the City will be sent to: The City of Dubuque Attention: City Manager 90 West 13 Street Dubuque, Iowa 50301 E -mail: ctymgr @cityofdubuque.org 8. Other Considerations a. Each party will bear its own costs and liabilities of participating in this Project. b. Nothing in this MOU shall be deemed to constitute or create a joint venture, partnership, or any type of permanent arrangement. The parties shall act in all matters related to this MOU as independent contractors. The employees of one party shall not be deemed employees of the other party. Nothing In this MOU shall grant to any party the right to make commitments of any kind or create any obligation, express or implied, for or on behalf of the other party without the prior written consent of the other party. c. No publicity or advertising will be released by City that directly or indirectly references that Black Hills is providing support for this Project or refer$ to Black Hills or uses Black Hill's name and /or logo without Black Hill's prior written consent. Similarly, Black Hills shall not release publicity or advertising concerning this Project without the prior consent of City. d. Neither City nor its contractor, IBM, may assign or transfer its duties, interests, or obligations under this MOU without obtaining the prior written consent of Black Hills. e. A party shall not be in default because of any failure to perform or delay In performing this MOU if the failure or delay arises from causes beyond the control and without the fault or negligence of such party. The City of ubuque By: Name: Title: Roy D. Buol ,Mayor Black Hillsiiowa Gas Utility Company, LLC By: l ' Name: I rexo.., Q. zOr\ Title: \I? C `QS cf ■% Black HiIls /Iowa Gas Utility Company, LLC d /b /a Black Hills Energy has agreed to work with the City of Dubuque on its Smarter Sustainable Dubuque Pilot Project, subject to the consent of individual customers. The City is requesting natural gas usage and related data for display in a restricted and secure web portal hosted by a third party, Verity Three, Inc. of McHenry, IL for each customer of Black Hills Energy who agrees to participate in the City's project. Each customer will receive a unique identification number to allow access to only his or her portal. In addition, the City is using the services of IBM to develop the web portal. IBM will have use of the energy usage and related data in anonymized or aggregated form for such product development, for demonstrations of the developed product to third parties, to produce reports to be published by the City or IBM in various forms including public presentations, and for research purposes. At no time will individually identifiable information be released. The data will remain owned by you, the customer, but these three entities will have the rights to use the data as described above. The release of information will be valid for a minimum period of two (2) years. To authorize the City of Dubuque and its two contractors (VerityThree, Inc. and IBM) to receive your energy usage and related data as described above regarding the following utility account(s), please complete the form below, sign it, and retum it to: Black Hills Energy, (Pilot Project) 1015 Cedar Cross Rd, Dubuque, IA 52003. Customer Name Address Authorization for Release of Information to Third Parties City State Zip Phone Number Email Account Number (if known) Black Hills/lowa Gas Utility Company, LLC has my permission to share my account information with the entities named above. 1 hereby release Black Hills Energy from any and all liability associated with releasing such information. Customer Signature Date Smarter Sustainable Dubuque is part of the City of Dubuque's Sustainable Dubuque Initiative, which began in 2006 and seeks to make Dubuque a community that meets the environmental, economic, and social equity needs of its residents today without reducing the ability of future generations to meet their needs. The goal of Smarter Sustainable Dubuque is to give residents the information they need to make smarter choices related to how they use resources such as water, electricity, natural gas, and oil. The initiative is engaging Dubuque residents and businesses who, through advanced technology, will be able to actively participate in managing their consumption of resources.