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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 itlitil AA-- AmencaCity ` 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 ~;