Amended Water Meter Wireless Network_Dubuque Community SchoolsMasterpiece on the Mississippi
Dubuque
hfril
Ai-America y
i r
2007
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Amended Water Meter Wireless Network Equipment License Agreement
with Dubuque Community Schools
DATE: October 12, 2011
Information Services Manager Chris Kohlmann recommends approval of an Amended
Water Meter Wireless Network Equipment License Agreement with Dubuque
Community Schools that will allow placement of a low power 900Mhz broad band
access point at Table Mound Elementary School, along with cabling from that access
point to the room where network equipment is located.
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: Amended Water Meter Wireless Network Equipment License
Agreement Dubuque Community Schools
DATE: October 11, 2011
BACKGROUND
Dubuque
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AA-- AmencaCity
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1 '
2007
On May 3, 2010 Dubuque Community School District signed Water Meter Wireless
Network Equipment License Agreements with the City of Dubuque. These agreements
permitted placement of equipment for wireless water meter readings to be placed on
and inside of Washington Middle School and Table Mound Elementary School. I have
attached a copy of memos and signed agreements.
DISCUSSION
There is a need to place a low power 900Mhz broad band access point at Table Mound
Elementary School along with cabling from that access point to the room where network
equipment is located. The access point will be mounted in the same location as the
R450 water meter data collector. Racom will be doing the work to place the access
point and run the cable.
Details of the additional equipment are described in SECTION 1.1 (6) of the proposed
amended agreement which is attached. No other changes have been made to the
agreement except for "amended" language where appropriate. This equipment although
placed and working in concert with the water meter wireless network equipment will be
used for enhancement of the City's public safety network.
I have reviewed the amended agreement with City Attorney Barry Lindahl and his
comments are reflected in the document presented for your review.
ACTION STEP
I would ask that you review and sign the amended agreement. I will forward to
Dubuque Community School District following your review and signature. Please let me
know if you have any additional questions.
Cc: Barry Lindahl, Corporation Counsel
Bob Green, Water Department Manager
Dan Brown, Fire Chief
Mark Dalsing, Police Chief
2
AMENDED WATER METER WIRELESS NETWORK EQUIPMENT LICENSE
AGREEMENT
BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
DUBUQUE COMMUNITY SCHOOL DISTRICT
This Amended Water Meter Wireless Network Equipment License
Agreement (the Agreement), dated for reference purposes the day of
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 Dubuque Community School District, whose
address is 2300 Chaney Road, Dubuque, IA 52001 (Grantor).
Whereas, City desires to install, operate and maintain wireless network
equipment at Table Mound Elementary School (the Site) for use in connection
with the City of Dubuque Water Meter R450 Data Collector Wireless Network
System; and
Whereas this equipment is part of water meter replacement project for the
City of Dubuque; and
Whereas, the parties entered into an Agreement on the 3 day of
May , 2010 . and
Whereas, the parties now desire to amend the Agreement by adding new
Section 1.1(6).
NOW, THEREFORE, IT IS AGREED BY AND BETWEEN THE PARTIES
AS FOLLOWS:
SECTION 1. LICENSE GRANTED
1 .1. Grantor hereby grants to City a license (the License) to install, operate and
maintain the following equipment at the Site:
(1) The R450 Data Collector Wireless Network System (Antennae, Collector,
AC -power supply, Ethernet modem) receives, stores, and communicates
meter reading data from customers' R450 Meter Interface Unit (MIU) (se
Exhibit A attached hereto);
(2) The R450 Data Collector Wireless Network System utilizes frequencies in
the 450 -470 MHz licensed band to receive meter reading data from the
MIU;
(3) The R450 Data Collector requires non - conditioned 120V AC, 1.0A, 60Hz
and will be wall mounted within the telecommunications area;
(4) R450 Mhz Antennae will be roof - mounted with no greater than 150' of
cable connected from it to the R450 Data Collector at a height of no
greater than 45 ft ;
(5) The R450 Data Collector will utilize one strand of I -Net Fiber located at the
site for transmission of data collected to a server located at City Hall
Annex;
(6) A low power 900mhz broad band access point — mounted in the same
location as the R450 data collector — 40' from finished ground. Coax will run
to the radio which will be mounted in the network room and it will be
connected back to the City's server on a single strand of I -net fiber. The
antenna on the roof will be a 180 degree panel that it about 3.5' in height.
(collectively called the Water Meter Wireless Network Equipment).
1.2. Grantor reserves the right to require City to relocate its Water Meter Wireless
Network Equipment to other locations at the Site. City shall complete the
relocation of its Water Meter Wireless Network Equipment within thirty (30) days
after receiving written notice from Grantor. The relocation shall be at City's
expense.
SECTION 2. TERM
The initial term of this Agreement shall commence on the date the Agreement is
executed by both parties (the Commencement Date) and ending on the 1st day
of June, 2051 (the Initial Term), subject to all of the terms, covenants, conditions
and agreements contained herein. City shall have the option to renew this
Agreement for two (2) additional terms of five (5) years each by giving written
notice to Grantor of City's exercise of this option at least sixty (60) days before
the expiration of the term during which such notice is given.
SECTION 3. RENT
City shall pay to Grantor as the annual fee for this Agreement the sum of one
dollar ($1.00) on the Commencement Date, and for each year thereafter on the
anniversary of the Commencement Date.
SECTION 4. USE OF LICENSE
4.1. City and its agents shall use the License granted herein for the installation,
operation, and maintenance of its Water Meter Wireless Network Equipment for
the transmission, reception and operation of a Water Meter Wireless Network
Meter Reading Collection System and uses incidental thereto and for no other
uses. City agrees to reasonably cooperate with Grantor on the discrete and safe
placement of the Water meter Wireless Network Equipment.
4.2. City and its agents shall, at its expense, comply with all present and future
federal, state, and local laws, ordinances, rules and regulations (including laws
and ordinances relating to health, radio frequency emissions, and safety) in
connection with the use, operation, maintenance, construction and /or installation
of the Water Meter Wireless Network Equipment.
4.3. The Water Meter Wireless Network Equipment shall at all times remain City's
personal property and shall never be considered fixtures to the real estate. Upon
termination of the Agreement, City shall remove the Water meter Wireless
Network Equipment and any improvements from the Grantor within ninety (90)
days. Such removal shall be done in a workmanlike and careful manner and
without interference 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 this Agreement, reasonable wear and tear
excepted.
4.5. All costs and expenses for the removal and restoration of the Site to be
performed by City pursuant to Sections 4.3 and 4.4 herein shall be borne by City,
and City shall hold Grantor harmless therefrom.
SECTION 5. CONSTRUCTION STANDARDS
The Water Meter Wireless Network Equipment shall be installed in and on the
Site in a discrete, good and workmanlike manner.
SECTION 6. INSTALLATION OF EQUIPMENT
6.1. City shall have the right, at its sole cost and expense, to install, operate and
maintain its Water Meter Wireless Network Equipment in and on the Site in
accordance with all site standards, statutes, ordinances, rules and regulations
now in effect or that may be issued thereafter by the Federal Communications
Commission or any other governing bodies.
6.2. City's installation of such Water Meter Wireless Network Equipment shall be
done according to plans approved by Grantor, which approval shall not be
unreasonably withheld. Any damage done to the Site and /or other structures by
City or its contractors or representatives during installation and /or operations
shall be repaired or replaced immediately at City's expense and to Grantor's
reasonable satisfaction.
6.3. Within thirty (30) days of the completion of the initial installation of the Water
Meter Wireless Network Equipment, City shall provide Grantor with as -built
drawings of the Water Meter Wireless network Equipment and the improvements
installed in or on the Site which show the actual location of all equipment and
improvements. Said as -built drawings shall be accompanied by a complete
inventory of all Water Meter Wireless Network Equipment located in and on the
Site.
6.4 City's installation, maintenance and use of the Water Meter Wireless Network
Equipment shall not interfere with Grantor's communication systems, cellular
telephone services or Internet system or fiber optic system now or hereafter used
at any Grantor site.
SECTION 7. EQUIPMENT UPGRADE
City may update or replace the Water Meter Wireless network Equipment from
time to time with the prior written approval of Grantor, whose approval shall not
be unreasonably withheld, provided that the replacement Water Meter Wireless
network Equipment are 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 is prior approved in writing by Grantor. City shall submit to
Grantor a proposal for any such replacement Water meter Wireless Network
Equipment and any supplemental materials for Grantor's evaluation.
SECTION 8. MAINTENANCE
8.1. City shall, at its own expense, maintain the area of the Site where the Water
meter Wireless Network Equipment is located and any equipment in, on or
attached to the Site in a safe condition, in good repair and in a manner suitable to
Grantor so as not to conflict with the use of, or other leasing, or other portions of
the Site by Grantor.
8.2. City shall have sole responsibility for the maintenance, repair, and security of
its Water Meter Wireless Network Equipment, and City shall keep the same in
good repair and condition during the term of the Agreement, and as such
Agreement may be renewed and extended.
8.3. City shall keep the area of the Site where the Water Meter Wireless
Network Equipment is located free of debris and anything of a dangerous,
noxious or offensive nature or which would create a hazard or undue vibration,
heat, noise or interference.
8.4. In the event that Grantor undertakes painting, construction, repair or other
alterations in or on the Site, City shall take reasonable measures at City's cost to
cover City's Water Meter Wireless Network Equipment and protect such which
may occur during the painting, construction of alteration process. Grantor shall
notify City at least thirty (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 Grantor shall notify City as
soon as practicable. Unless resulting from negligent actions or omissions of, or
willful misconduct of Grantor, its employees, agents or contractors, shall not be
liable for any damage incurred by City from such painting, construction, repair or
alterations.
SECTION 9. PREMISES ACCESS
City shall have access during normal business hours (Monday - Friday 8am -
5pm) to the Site by means reasonably designated by Grantor, subject to notice
requirements to Grantor, herein, 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 Grantor. Grantor 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 hold Grantor harmless, indemnify it, at
Grantor's option, defend it from and against all liability, damages, losses, costs,
causes of action, charges and expenses, including reasonable attorney fees,
which Grantor may sustain, incur or be liable for arising out of or related to the
negligence or omissions of City, its officers, employees, or agents in the use or
occupancy of the Site and its facilities and the use and operation of the Water
Meter Wireless Network Equipment and any breach of it's contractual obligation
to the Grantor.
11.2. Grantor's Indemnification. Grantor agrees to hold City harmless and
indemnify it, and, at City's option, defend it from and against all liability, damages,
losses, costs, causes of action, charges and expenses, including reasonable
attorney fees, which City may sustain, incur or be liable for arising out of or
related to the negligence of Grantor, its officers, employees, or agents.
11.3 Limitation of Liability. Notwithstanding Pars. 11.1 and 11.2, the liability of
City and Grantor shall be limited to only those incidents covered by insurance
plus any deductible or retained interests provided each party carries applicable
insurance, but if a party is not insured, such party shall fully indemnify the other
as provided in Pars. 11.1 and 11.2. There shall be no subrogation for losses to
either party which are covered by insurance including payment by City or its
insurance carrier of worker's compensation to its employees.
11.4. No Liability. Grantor shall have no liability for damage or loss or downtime
due to interference or interruption of the fiber optic system. Grantor shall
cooperate with City to restore service as soon as possible after any interference
or interruption.
11.5 . Defective Equipment. City shall be solely responsible for damage caused
by any defect or malfunction of the Water Meter Wireless Network Equipment it
installs on Grantor's property.
SECTION 12 NOTICES
All notices and correspondence shall be sent by regular U.S. mail to the
following:
City:
City Manager
City of Dubuque
City Hall, 50 W. 13th Street
Dubuque, IA 52001 -4845
Grantor: Dubuque Community School District
Address: 2300 Chaney Road
Dubuque, IA 52001
Attn: Superintendent
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.
SECTIONI 4. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties and
supersedes any prior understandings or oral or written agreements between the
parties respecting the within subject matter.
SECTION 15. MODIFICATIONS This Agreement may not be modified, except in
writing signed by both parties.
SECTION 16. MISCELLANEOUS
16.1. Grantor and City represent that each, respectively, has full right, power, and
authority to execute this Agreement.
16.2. This Agreement shall be construed in accordance with the laws of the State
of Iowa.
16.3. If any term of this Agreement is found to be void or invalid, such invalidity
shall not affect the remaining terms of this Agreement, which shall continue in full
force and effect.
16.4. In any case where the approval or consent of one party hereto is required,
requested or otherwise to be given under this Agreement, such party shall not
unreasonably delay or otherwise withhold its approval or consent.
16.5. This Agreement may be executed in duplicate counterparts, each of which
shall be deemed an original.
IN WITNESS WHEREOF, the parties hereto bind themselves to this Facilities
Use Agreement as of the day and year first above written.
THE CITY OF DUBUQUE, IOWA DUBUQUE COMMUNITY SCHOOL
DISTRICT
By:
Michael . Van Milligen
City Manager
ATTEST
By:
Kevin . Firnstahl
City Clerk
By:
Otto Krueger
Board President
By:
Board Secretary
ATTACHMENT A
Attachment A
•
•
Height Up to 45
Outdoor
Components
Data Collector Mounted on Wall
Power input
RF- antenna connection
R450
Data Collector
Etheiiet connection
Indoor
Components
Masterpiece on the Mississippi
Dubuque
AHmdicaCillr
I'll!
2007
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Water Meter Wireless Network Equipment License Agreements with
Dubuque Community Schools
DATE: April 28, 2010
Information Services Manager Chris Kohlmann recommends City Council approval of
Water Meter Wireless Network Equipment License Agreements between the City of
Dubuque and Dubuque Community Schools. These agreement detail licensing for
placement of an R450 Collector, antennae and telecommunications equipment at Table
Mound Elementary School and an R900 Collector, antennae and telecommunications
equipment at George Washington Middle School. This equipment is part of the water
meter replacement project.
I concur with the recommendation and respectfully request Mayor and City Council
approval.
72--..----
Mich el 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
Dubuque
AI4Amaicat�b
v
2007
TO: Michael C. Van Milligen, City Manager
FROM: Chris Kohlmann, Information Services Manager
SUBJECT: Water Meter Wireless Network Equipment License Agreement Dubuque
Community Schools
DATE: April 23, 2010
DISCUSSION
Attached please find the proposed Water Meter Wireless Network Equipment
License Agreements between the City of Dubuque and Dubuque Community
Schools. These agreements detail licensing for placement of an R450 Collector,
antennae and telecommunications equipment at Table Mound Elementary School
and an R900 Collector, antennae and telecommunications equipment at George
Washington Middle School. This equipment is part of the water meter replacement
project. Both sites were chosen due to their physical location and connection to the
I -Net. Racom will install the collector equipment at the site.
The Dubuque Community School Board approved these agreements at their April
19, 2010 meeting and I would ask that you please review and let me know of any
questions or needs for clarification.
I would then ask that you forward this agreement to the Dubuque City Council for
their review and approval.
Thank -you.
Cc: Barry Lindahi, Corporation Counsel
Jeanne Schneider, City Clerk
Bob Green, Water Plant Manager
Ken Tekippe, Finance Director
f , Dubuque
_,Community
- Schools
■
MENNEMMOM
To inspire and challenge
2300 Chaney Road
Dubuque, Iowa 52001 -3095
April 21, 2010
Ms. Chris Kohlmann
Manager, Information Services Department
City Hall Annex
1300 Main
Dubuque, Iowa 52001
Dear Ms. Kohlmann:
Ronald H. Holm, CPA (Inactive)
Executive Director of
Finance and Business Services
Phone: 563/552-3023
Fax: 563/552 -3026
rholm @dubuque.kl2.ia.us
RE: Water Meter Wireless Network Equipment License Agreements
Enclosed are two originals for each of the Water Meter Wireless Network Equipment
License Agreements. The School Board president and secretary have signed them on
behalf of the District. After council action is taken to approve the agreements, please
return one fully executed copy of each agreement to me for our records.
Please contact me if you have questions.
Ronald H. Holm
Executive Director of
Finance and Business Services
RH/j s
Enclosures
WATER METER WIRELESS NETWORK EQUIPMENT LICENSE AGREEMENT
BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
DUBUQUE COMMUNITY SCHOOL DISTRICT
This Water Meter Wireless Network Equi t License A tree► ent (the
Agreement), dated for reference purposes the day of / . , 2010,
is made and entered into by and between the City of Dubuque, I ►r'a, an Iowa
municipal corporation, whose address is City Hall, 50 W. 13th Street, Dubuque,
IA 52001 (City) and Dubuque Community School District, whose address is 2300
Chaney Road, Dubuque, IA 52001 (Grantor).
Whereas, City desires to install, operate and maintain wireless network
equipment on the rooftop of George Washington Middle High School (the Site)for
use in connection with the City of Dubuque Water Meter R900 GPRS Collector
Wireless Network System; and
Whereas this equipment is part of pilot project for the City of Dubuque
Sustainable, Smarter Water 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. Grantor hereby grants to City a license (the License) to install, operate
and maintain the following equipment at the Site:
(1) The R900 GPRS Gateway receives, stores, and communicates
water meter reading data it receives from customers' R900 Meter Interface
Unit (MIU). The R900 GPRS Gateway is a solar powered system utilizing
Solar Power 12 Volt DC, value regulated sealed lead acid battery (see
Exhibit A attached hereto); and
(2) R900 GPRS Gateway Stand (Rohn) 5' X 5' Square (1.5 m X 1.5 m);
(collectively called the Water Meter Wireless Network Equipment).
1.2. Grantor reserves the right to require City to relocate its Water Meter
Wireless Network Equipment to other locations at the Site. City shall complete
the relocation of its Water Meter Wireless Network Equipment within thirty (30)
WaterMeterWirelessNetworkEquipLicenseR900 Washington_041510Revised
days after receiving written notice from Grantor. The relocation shall be at City's
expense.
SECTION 2. TERM.
The initial term of this Agreement shall commence on the date the Agreement is
executed by both parties (the Commencement Date) and ending on the 1st day
of June, 2051 (the Initial Term), subject to all of the terms, covenants, conditions
and agreements contained herein. City shall have the option to renew this
Agreement for two (2) additional terms of five (5) years each by giving written
notice to Grantor of City's exercise of this option at least sixty (60) days before
the expiration of the term during which such notice is given.
SECTION 3. LICENSE FEE.
City shall pay to Grantor as the annual fee for the License the sum of one dollar
($1.00) on the Commencement Date, and for each year thereafter on the
anniversary of the Commencement Date.
SECTION 4. USE OF LICENSE.
4.1. City and its agents shall use the License granted herein for the installation,
operation, and maintenance of its Water Meter Wireless Network Equipment for
the transmission, reception and operation of a Water Meter Wireless Network
Meter Reading Collection System and uses incidental thereto and for no other
uses. City agrees to reasonably cooperate with Grantor on the discrete and safe
placement of the Water Meter Wireless Network Equipment.
4.2. City and its agents shall, at 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
Site to the conditions which existed prior to commencement of this Agreement,
reasonable wear and tear excepted.
2
4.5. All costs and expenses for the removal and restoration of the Site to be
performed by City pursuant to Sections 4.3 and 4.4 herein shall be borne by City,
and City shall hold Grantor harmless therefrom.
SECTION 5. CONSTRUCTION STANDARDS.
The Water Meter Wireless Network Equipment shall be installed in and on the
Site in a discrete, good and workmanlike manner.
SECTION 6. INSTALLATION OF EQUIPMENT.
6.1. City shall have the right, at its sole cost and expense, to install, operate
and maintain its Water Meter Wireless Network Equipment in and on the Site in
accordance with all site standards, statutes, ordinances, rules and regulations
now in effect or that may be issued thereafter by the Federal Communications
Commission or any other governing bodies.
6.2. City's installation of such Water Meter Wireless Network Equipment shall
be done according to plans approved by Grantor, which approval shall not be
unreasonably withheld. Any damage done to the Site and /or other structures by
City or its contractors or representatives during installation and /or operations
shall be repaired or replaced as soon as practicable at City's expense and to
Grantor's reasonable satisfaction.
6.3. Within thirty (30) days after the completion of the initial installation of the
Water Meter Wireless Network Equipment, City shall provide Grantor with as-
built drawings of the Water Meter Wireless Network Equipment and the
improvements installed in or on the Site which show the actual location of all
equipment and improvements. Said as -built drawings shall be accompanied by a
complete inventory of all Water Meter Wireless Network Equipment located in
and on the Site.
6.4. City's installation, maintenance and use of the Water Meter Wireless
Network Equipment shall not interfere with Grantor's communication systems,
cellular telephone services or Internet system or fiber optic system now or
hereafter used at any Grantor site.
SECTION 7. EQUIPMENT UPGRADE.
City may update or replace the Water Meter Wireless Network Equipment from
time to time with the prior written approval of Grantor, which approval shall not be
unreasonably withheld, provided that the replacement Water Meter Wireless
Network Equipment is not greater in number or size than the existing Water
Meter Wireless Network Equipment and that any change in equipment locations
in or on the Site shall require the prior written approval of Grantor. City shall
3
submit to Grantor a proposal for any such replacement Water Meter Wireless
Network Equipment and any supplemental materials for Grantor's 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
Grantor so as not to conflict with the use, including other leasing of other portions
of the Site by Grantor.
8.2. City shall have sole responsibility for the maintenance, repair, and security
of its Water Meter Wireless Network Equipment, and City shall keep the same in
good repair and condition during the term of this Agreement, and as such
Agreement may be renewed and extended.
8.3. City shall keep the area of the Site where the Water Meter Wireless
Network Equipment is located free of debris and anything of a dangerous,
noxious or offensive nature or which would create a hazard or undue vibration,
heat, noise or interference.
8.4. In the event that Grantor undertakes painting, construction, repair or other
alterations in or on the Site, City shall take reasonable measures at City's cost to
cover and protect City's Water Meter Wireless Network Equipment from any
damage which may occur during the painting, construction or alteration process.
Grantor 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 Grantor shall
notify City as soon as practicable. Unless resulting from negligent actions or
omissions of, or willful misconduct of Grantor, its employees, agents or
contractors, Grantor shall not be liable for any damage incurred by City from
such painting, construction, repair or alterations.
SECTION 9. PREMISES ACCESS.
City shall have access during normal business hours (Monday - Friday 8am -
5pm) to the Site by means reasonably designated by Grantor, subject to
Grantor's reasonable notice 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 written
notice of termination to Grantor. Grantor shall have the right to terminate this
4
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 Grantor
harmless from and against all liability, damages, losses, costs, causes of action,
charges and expenses, including reasonable attorney fees, which Grantor may
sustain, incur or be liable for arising out of or related to the negligence or
omissions of City, its officers, employees, or agents in the use or occupancy of
the Site and its facilities and the use and operation of the Water Meter Wireless
Network Equipment and any breach of its contractual obligation to the Grantor.
11.2. Grantor's Indemnification. Grantor agrees 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
Grantor, its officers, employees, or agents.
11.3. No Liability. Grantor shall have no liability for damage or loss or downtime
due to interference or interruption of the fiber optic system. Grantor shall
cooperate with City to restore service as soon as possible after any interference
or interruption.
11.4. 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 Grantor's property.
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 Community School District
Address: 2300 Chaney Road
Dubuque, IA 52001
Attn: Superintendent
5
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. Grantor and City represent that each, respectively, has full right, power,
and authority to execute this Agreement.
16.2. This Agreement shall be construed in accordance with the laws of the
State of Iowa.
16.3. If any term of this Agreement is found to be void or invalid, such invalidity
shall not affect the remaining terms of this Agreement, which shall continue in full
force and effect.
16.4. In any case where the approval or consent of one party hereto is required,
requested or otherwise to be given under this Agreement, such party shall not
unreasonably delay or otherwise withhold its approval or consent.
16.5. This Agreement may be executed in duplicate counterparts, each of which
shall be deemed an original.
6
CITY OF DUBUQUE, IOWA
By:
Michael C. Van Milligen
City Manager
ATTEST
By:
eanne F. Schneider
City Clerk
DUBUQUE COMMUNITY SCHOOL
DISTRICT
By:
By:
7
Otto S. Kru - • - , -re
Board of Educatio
Joie Lucas, Secretary
Board of Education
EXHIBIT A
8
WATER METER WIRELESS NETWORK EQUIPMENT LICENSE AGREEMENT
BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
DUBUQUE COMMUNITY SCHOOL DISTRICT
This Water Meter Wireless Network Equip nt Licens�ree ent (the
Agreement), dated for reference purposes the day of , 2010,
is made and entered into by and between the City of Dubuque, I a, an Iowa
municipal corporation, whose address is City Hall, 50 W. 13th Street, Dubuque,
IA 52001 (City) and Dubuque Community School District, whose address is 2300
Chaney Road, Dubuque, IA 52001 (Grantor).
Whereas, City desires to install, operate and maintain wireless network
equipment at Table Mound Elementary School (the Site) for use in connection
with the City of Dubuque Water Meter R450 Data Collector Wireless Network
System; and
Whereas this equipment is part of water meter replacement project for the
City of Dubuque; and
Whereas, the parties desire to enter into this Agreement on the terms and
conditions set forth below.
NOW, THEREFORE, IT IS AGREED BY AND BETWEEN THE PARTIES
AS FOLLOWS:
SECTION 1. LICENSE GRANTED.
1.1. Grantor hereby grants to City a license (the License) to install, operate
and maintain the following equipment at the Site:
(1) The R450 Data Collector Wireless Network System (Antennae,
Collector, AC -power supply, Ethernet modem) receives, stores, and
communicates meter reading data from customers' R450 Meter Interface
Unit (MIU) (se Exhibit A attached hereto);
(2) The R450 Data Collector Wireless Network System utilizes
frequencies in the 450 -470 MHz licensed band to receive meter reading
data from the MIU;
(3) The R450 Data Collector requires non - conditioned 120V AC, 1.0A,
60Hz and will be wall mounted within the telecommunications area;
WaterMeterWirelessNetworkEquipLicenseR450 TableMound_041510balRevised
(4) R450 Mhz Antennae will be roof - mounted with no greater than 150'
of cable connected from it to the R450 Data Collector at a height of no
greater than thirty -five feet (35') from the ground level up;
(5) The R450 Data Collector will utilize one strand of I -Net Fiber
located at the site for transmission of data collected to a server located at
City Hall Annex;
(collectively called the Water Meter Wireless Network Equipment).
1.2. Grantor reserves the right to require City to relocate its Water Meter
Wireless Network Equipment to other locations at the Site. City shall complete
the relocation of its Water Meter Wireless Network Equipment within thirty (30)
days after receiving written notice from Grantor. The relocation shall be at City's
expense.
SECTION 2. TERM.
The initial term of this Agreement shall commence on the date the Agreement Is
executed by both parties (the Commencement Date) and ending on the 1st day
of June, 2051 (the Initial Term), subject to all of the terms, covenants, conditions
and agreements contained herein. City shall have the option to renew this
Agreement for two (2) additional terms of five (5) years each by giving written
notice to Grantor of City's exercise of this option at least sixty (60) days before
the expiration of the term during which such notice is given.
SECTION 3. LICENSE FEE.
City shall pay to Grantor as the annual fee for the License the sum of one dollar
($1.00) on the Commencement Date, and for each year thereafter on the
anniversary of the Commencement Date.
SECTION 4. USE OF LICENSE.
4.1. City and its agents shall use the License granted herein for the installation,
operation, and maintenance of its Water Meter Wireless Network Equipment for
the transmission, reception and operation of a Water Meter Wireless Network
Meter Reading Collection System and uses incidental thereto and for no other
uses. City agrees to reasonably cooperate with Grantor on the discrete and safe
placement of the Water Meter Wireless Network Equipment.
4.2. City and its agents shall, at 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.
2
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 Grantor harmless therefrom.
SECTION 5. CONSTRUCTION STANDARDS.
The Water Meter Wireless Network Equipment shall be installed in and on the
Site in a discrete, good and workmanlike manner.
SECTION 6. INSTALLATION OF EQUIPMENT.
6.1. City shall have the right, at its sole cost and expense, to install, operate
and maintain its Water Meter Wireless Network Equipment in and on the Site in
accordance with all site standards, statutes, ordinances, rules and regulations
now in effect or that may be issued thereafter by the Federal Communications
Commission or any other governing bodies.
6.2. City's installation of such Water Meter Wireless Network Equipment shall
be done according to plans approved by Grantor, which approval shall not be
unreasonably withheld. Any damage done to the Site and /or other structures by
City or its contractors or representatives during Installation and /or operations
shall be repaired or replaced as soon as practicable at City's expense and to
Grantor's reasonable satisfaction.
6.3. Within thirty (30) days after the completion of the initial installation of the
Water Meter Wireless Network Equipment, City shall provide Grantor with as-
built drawings of the Water Meter Wireless Network Equipment and the
improvements installed in or on the Site which show the actual location of all
equipment and improvements. Said as -built drawings shall be accompanied by a
complete inventory of all Water Meter Wireless Network Equipment located in
and on the Site.
3
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.
SECTION 7. EQUIPMENT UPGRADE.
City may update or replace the Water Meter Wireless Network Equipment from
time to time with the prior written approval of Grantor, which approval shall not be
unreasonably withheld, provided that the replacement Water Meter Wireless
Network Equipment is not greater in number or size than the existing Water
Meter Wireless Network Equipment and that any change in equipment locations
in or on the Site shall require the prior written approval of Grantor. City shall
submit to Grantor a proposal for any such replacement Water Meter Wireless
Network Equipment and any supplemental materials for Grantor's evaluation 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
Grantor so as not to conflict with the use, including other leasing, of other
portions of the Site by Grantor.
8.2. City shall have sole responsibility for the maintenance, repair, and security
of its Water Meter Wireless Network Equipment, and City shall keep the same in
good repair and condition during the term of this Agreement, and as such
Agreement may be renewed and extended.
8.3. City shall keep the area of the Site where the Water Meter Wireless
Network Equipment is located free of debris and anything of a dangerous,
noxious or offensive nature or which would create a hazard or undue vibration,
heat, noise or interference.
8.4. In the event that Grantor undertakes painting, construction, repair or other
alterations in or on the Slte, 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.
Grantor 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 Grantor shall
notify City as soon as practicable. Unless resulting from negligent actions or
omissions of, or willful misconduct of Grantor, its employees, agents or
4
contractors, Grantor shall not be liable for any damage incurred by City from
such painting, construction, repair or alterations.
SECTION 9. PREMISES ACCESS.
City shall have access during normal business hours (Monday - Friday 8am -
5pm) to the Site by means reasonably designated by Grantor, subject to
Grantor's reasonable notice 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 Grantor. Grantor 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 Grantor
harmless from and against all liability, damages, losses, costs, causes of action,
charges and expenses, including reasonable attorney fees, which Grantor may
sustain, incur or be liable for arising out of or related to the negligence or
omissions of City, its officers, employees, or agents in the use or occupancy of
the Site and its facilities and the use and operation of the Water Meter Wireless
Network Equipment and any breach of it's contractual obligation to the Grantor.
11.2. Grantor's Indemnification. Grantor agrees 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
Grantor, its officers, employees, or agents.
11.3. No Liability. Grantor shall have no liability for damage or loss or downtime
due to interference or interruption of the fiber optic system. Grantor shall
cooperate with City to restore service as soon as possible after any interference
or interruption.
11.4. 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 Grantor's property.
SECTION 12. NOTICES.
5
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 Community School District
Address: 2300 Chaney Road
Dubuque, IA 52001
Attn: Superintendent
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. Grantor and City represent that each, respectively, has full right, power,
and authority to execute this Agreement.
16.2. This Agreement shall be construed in accordance with the laws of the
State of Iowa.
16.3. If any term of this Agreement is found to be void or invalid, such invalidity
shall not affect the remaining terms of this Agreement, which shall continue in full
force and effect.
16.4. In any case where the approval or consent of one party hereto is required,
requested or otherwise to be given under this Agreement, such party shall not
unreasonably delay or otherwise withhold its approval or consent.
16.5. This Agreement may be executed in duplicate counterparts, each of which
shall be deemed an original.
6
CITY OF DUBUQUE, IOWA
DUBUQUE COMMUNITY SCHOOL
DISTRICT
Michel C. Van Milligen
City Manager
ATTEST
Jeanne F. Schneider
City Clerk
By:
Jo Lucas, Secretary
Board of Education
7
Board of Education
•
EXHIBIT A
Height Up to < >
Outdoor 1
Components
J
Data Collector Mounted on Wall
Powar input
R450
Data Collector
RF•antenna connection
Ethemet connection
Indoor
Components
2
Dubuque
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