Wisconsin Independent Network, LLC (WIN) Co-Location Agreement Copyright 2014
City of Dubuque Action Items # 8.
ITEM TITLE: Wisconsin Independent Network, LLC (WIN) Co-location
and Shared Services Agreement
SUMMARY: City Manager recommending approval of a Co-Location
and Shared Services Agreement between the City of
Dubuque and Wisconsin Independent Network, LLC.
SUGGESTED DISPOSITION: Suggested Disposition: Receive and File; Approve
ATTACHMENTS:
Description Type
Co-Location and Shared Services Agreement-MVM City Manager Memo
Memo
Staff Memo Staff Memo
Master Co-Location and Shared Services Agreement
between City of Dubuque and Wisconsin Independent Supporting Documentation
Network
THE CITY OF Dubuque
U E I
erica .i
Masterpiece on the Mississippi 2007-2012-2013
TO: The Honorable Mayor and City Council Members
FROM: Michael C. Van Milligen, City Manager
SUBJECT: Co-Location and Shared Services Agreement between the City of
Dubuque and Wisconsin Independent Network, LLC (WIN)
DATE: December 16, 2015
Information Services Manager Chris Kohlmann recommends City Council approval of a
Co-Location and Shared Services Agreement between the City of Dubuque and
Wisconsin Independent Network, LLC (WIN).
Over the past year, the City of Dubuque in Partnership with Greater Dubuque
Development Corporation has been working to define innovative strategies and process
to:
1. Work with the private and public sectors to analyze and communicate "last mile"
fiber optic and conduit capacity that already exists here in Dubuque;
2. Identify additional expansion, services and competition that may be presently
under consideration for the Dubuque area and form a team to work quickly to
identify how those efforts can be supported and additional investment made
more feasible for the Dubuque area;
3. Create a collaborative process between public and private sectors to identify
regulatory process improvements and infrastructure assets that could be
available in Dubuque for projects that provide value to the community through
enhanced access or reduced costs.
In response to the new strategy WIN approached Greater Dubuque Development
Corporation and the city with questions regarding available fiber optic conduit and co-
location space. WIN presented a project for a fiber route extending from the Julien
Dubuque Bridge extending west to a termination point near Unity Point Finley hospital,
with future plans to expand west of Dubuque. Their interest was for a "last mile"
partnership providing fiber optic conduit space and a building for co-location of fiber
optic termination and network switches and routers.
The discussions with WIN quickly evolved from "how do we get fiber and connectivity
from point A to point B" to a discussion on the opportunity for long term public-private
partnerships around telecommunications and opportunities beyond the project at hand.
The final pilot project proposal by WIN would provide fiber and conduit extending across
the Julien Dubuque Bridge to the intersection of Dodge and Locust Streets then using
city conduit to a location at the intersection of Glen Oak/5th St, proceeding in new WIN
provided conduit along Glen Oak to Delhi/Grandview/3rd St into a city-owned building
located on the 3rd Street water tower property to be used for fiber termination and
network equipment location.
As part of this agreement the City would provide to Wisconsin Independent Network:
• Sharing of 8,200' of existing fiber optic conduit from Locust/Dodge intersection to
Glen Oak/5th St intersection valued at $24,600;
• Colocation facility and services for network equipment and connections at the 3rd
Street Water Tower site valued at $96,000 over 10 year term;
Wisconsin Independent Network would provide to the City:
• 1 ,000' fiber optic conduit from Glen Oak/5th St termination point into water tower
co-location site valued at $3,000;
• 6300' fiber optic conduit along the Julien Dubuque bridge crossing Dodge/Locust
Dubuque intersection eastbound to HWY 35/20 intersection in East Dubuque, IL
valued at $18,900;
• 100 Mb Internet services to the city at no charge for a period of 10 years with an
opportunity to double bandwidth every 3 years at no additional expense to the
city during the term valued at $108,000;
• Conduit into Lincoln Elementary school for future use valued at $5,000;
In summary over the ten year term:
City provided assets and services = $120,600
Wisconsin Independent Network provided assets and services = $134,900
1 concur with the recommendation and respectfully request Mayor and City Council
approval.
6ai62t-
Micliael C. Van Milligen
MCVM:jh
Attachment
cc: Barry Lindahl, City Attorney
Cindy Steinhauser, Assistant City Manager
Teri Goodmann, Assistant City Manager
Chris Kohlmann, Information Services Manager
2
THE CITY OF Dubuque
DUB E *AmencaMY
11111.1
Masterpiece on the Mississippi 2007.2032.2013
TO: Michael C. Van Milligen, City Manager
FROM: Chris Kohlmann, Information Services Manager
SUBJECT: Co-location and Shared Services Agreement between the City of Dubuque
and Wisconsin Independent Network, LLC (WIN)
DATE: December 14, 2015
INTRODUCTION
Like water, energy, sewer and roads, affordable access to globally relevant internet
speeds is a minimum infrastructure to support the quality of life of Dubuque families and
the competitiveness of area business and industry. To remain competitive businesses
don't just need access to the internet, they need quick and affordable capacity to
connect their multiple locations, to connect with service providers located regionally and
nationally and to assure their customers of"always on" redundant connectivity.
Over the past year, the City of Dubuque in Partnership with Greater Dubuque
Development Corporation has been working to define innovative strategies and process
to:
• Work with the private and public sectors to analyze and communicate "last mile"
fiber optic and conduit capacity that already exists here in Dubuque;
• Identify additional expansion, services and competition that may be presently
under consideration for the Dubuque area and form a team to work quickly to
identify how those efforts can be supported and additional investment made
more feasible for the Dubuque area;
• Create a collaborative process between public and private sectors to identify
regulatory process improvements and infrastructure assets that could be
available in Dubuque for projects that provide value to the community through
enhanced access or reduced costs.
Greater Dubuque Development Corporation communicated the new strategy to all
regional internet carriers.
This memo communicates the scope and terms of the first proposed pilot project in
partnership with Wisconsin Independent Network, LLC (WIN) for fiber optic conduit
sharing and co-location services. The scope of this project addresses the City Council
Five Year City Goal of Improved Connectivity: Transportation and Telecommunications
along with Goal 8 of the 2012 Comprehensive Plan referencing communications
infrastructure.
DISCUSSION
In response to the new strategy WIN approached Greater Dubuque Development
Corporation and the city with questions regarding available fiber optic conduit and co-
location space. WIN presented a project for a fiber route extending from the Julien
Dubuque Bridge extending west to a termination point near Unity Point Finley hospital,
with future plans to expand west of Dubuque. Their interest was for a "last mile"
partnership providing fiber optic conduit space and a building for co-location of fiber
optic termination and network switches and routers.
The discussions with WIN quickly evolved from "how do we get fiber and connectivity
from point A to point B" to a discussion on the opportunity for long term public-private
partnerships around telecommunications and opportunities beyond the project at hand.
The final pilot project proposal by WIN would provide fiber and conduit extending across
the Julien Dubuque Bridge to the intersection of Dodge and Locust Streets then using
city conduit to a location at the intersection of Glen Oak/5th St, proceeding in new WIN
provided conduit along Glen Oak to Delhi/Grandview/3rd St into a city-owned building
located on the 3rd Street water tower property to be used for fiber termination and
network equipment location.
As part of this agreement the city would provide to WIN:
• Sharing of 8,200' of existing fiber optic conduit from Locust/Dodge intersection to
Glen Oak/5th St intersection valued at $24,600 one-time asset;
• Colocation facility and services for network equipment and connections at the 3rd
Street Water Tower site valued at $96,000 over 10 year term;
WIN would provide to the city:
1 ,000' fiber optic conduit from Glen Oak/5th St termination point into water tower
co-location site valued at $3,000 one-time asset;
6300' fiber optic conduit along the Julien Dubuque bridge crossing Dodge/Locust
Dubuque intersection eastbound to HWY 35/20 intersection in East Dubuque, IL
valued at $18,900 one time asset;
100 Mb Internet services to the city at no charge for a period of 10 years with an
opportunity to double bandwidth every 3 years at no additional expense to the
city during the term valued at $108,000 over term;
2
Conduit into Lincoln Elementary school for future use valued at $5000 one-time
asset;
In summary over the ten year term:
City provided assets and services = $120,600
WIN provided assets and services = $134,900
David Lyons , Greater Dubuque Development Director of Sustainable Innovations has
authored both process and product of the attached master agreement with WIN. David's
work in negotiations and crafting the agreement has been a key component and an
important aspect of the success of this and future projects of a similar nature. City
Attorney Barry Lindahl has reviewed agreements and is comfortable with content. The
term of the agreement would be for ten years plus (2) 5 year renewal periods.
The advantage to the city is additional fiber optic conduit capacity provided by WIN
along the Julien Dubuque Bridge and along the proposed fiber route for use for security
cameras, emergency kiosks and future to be determined uses where conduit doesn't
current exist. Connectivity and fiber optic capacity into Lincoln elementary school is
intended for future use addressing existing fiber optic agreements for the "I-Net"
expiring within the next 6 years.
In addition, this partnership at the "macro" community level provides a pilot project and
initial step forward in demonstrating the development of a master plan for driving
increased broadband development using a public-private partnership model. The
message is Dubuque has capacity, process and intent to move ahead in this space.
BUDGETIMPACT
In addition to the additional conduit and fiber optic capacity offered to the city and our
partners the city will realize a 5X increase in available bandwidth and a savings of
$1500/month in internet expenses equating to a savings of$180,000 for the ten year
term of the agreement.
RECOMMENDATION
Since 1999, WIN has served the Upper Midwest with technology solutions for new fiber
construction, dark fiber leasing and purchasing, and peering agreements. With a
footprint of over 5,000 miles, WIN's fiber network is one of the largest in the region. WIN
has offered a fair and equitable proposal for fiber optic, conduit and co-location
services. I would recommend proceeding with entering into the agreement for a
partnership with WIN as outlined in this memo and the master services agreement.
3
ACTION REQUESTED
Please review the memo and agreement and let me know of any questions. I would
respectfully request your approval and would ask that you forward this information to the
Dubuque City Council with a recommendation for their approval and execution of the
agreement. Thank you.
CC: David Lyons, Director of Sustainable Innovation GDDC
Jennifer Larson, Budget Director
Dave Ness, Traffic Engineer
4
MASTER CO -LOCATION AND SHARED SERVICES AGREEMENT
BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
AND WISCONSIN INDEPENDENT NETWORK, LLC
The parties to this Master Shared Services Agreement ("Agreement") are Wisconsin Independent Network,
LLC (WIN), a Wisconsin limited liability company, and the City of Dubuque, Iowa (CITY), a municipal
corporation organized and existing under the laws of the State of Iowa. The effective date ("Effective
Date") of this Agreement shall be as of the last date of execution.
RECITALS:
• WIN desires to co -locate and share services in the Greater Dubuque Region to facilitate
the expansion of broadband access, services and choice to its customers.
• CITY desires to co -locate and share services in the Greater Dubuque Region to facilitate
the expansion of broadband access, services and choice to citizens and businesses, and
provision of services to citizens of the community.
• Both WIN and CITY desire to reduce costs through the sharing of fixed assets and
capacity.
Now, therefore, in consideration of the promises and covenants contained herein, the Parties do hereby
mutually agree as follows:
SECTION 1. PROJECT STATEMENTS. In addition to this Master Agreement, WIN and CITY agree to
develop and sign Project Statements which will further define the description of facilities,
responsibilities, technical services and charges and other necessary terms for the implementation of
specific co -location and/or sharing activities. Project Statements may be incorporated into this
Agreement by both parties executing a supplemental Exhibit in the form of Exhibit D -x of this
Agreement. For each additional activity in which a Project Statement is granted, the separate Exhibit D -
x, executed by both parties, will be attached hereto and titled so as to identify this Agreement, the
facilities affected, the resulting Fee and any other material terms and conditions relating to the
additional activity in which a Project Statement is granted hereunder. In the event of any conflict
between any term or condition of this Agreement and a future Project Statement, the terms and
conditions of this Agreement will control, unless the conflicting provisions of the Project Statement
expressly provide that the Parties intend for such conflicting terms to be given effect for such Project
Statement notwithstanding the provisions of this Agreement. Terms contained in a Project Statement
that are not contained in, and that do not conflict with, this Agreement shall be given effect.
SECTION 2. DESCRIPTION OF TECHNICAL AND SHARED SERVICES
2.1 Use of and Access to WIN Co -Location Facilities. CITY shall be responsible for all installation
and maintenance of its equipment at a WIN site, unless otherwise agreed to in writing by WIN. Such
installation and maintenance shall be conducted in accordance with any and all rules as WIN might from
time to time create and which include but are not limited to those contained in Exhibit A, attached
hereto and incorporated herein by reference. All CITY equipment shall remain the sole property and
responsibility of CITY.
Escorted access to a WIN POP shall be required for all work done by CITY employees, or the employees
of any firm the CITY retains on a permanent or part-time basis to provide installation or maintenance
service of the CITY's equipment unless otherwise agreed to by WIN. For non -emergency access, WIN
shall make access available to CITY within five (5) business days of WIN's acknowledgement of receipt of
notice from CITY unless specified differently in any Project Statement, or as soon thereafter as
reasonably possible. If CITY requests emergency access to the WIN POP, WIN shall provide such access
as soon as reasonably possible. All CITY POP access shall be with the escort of a member of WIN's Data
Center Operations team.
2.2 Permission to Work at WIN facilities. Plans for CITY Co -Location as described in any Project
Statement shall be completed by CITY and shall be submitted in writing to the designated contact
specified under Section 8 of this Agreement prior to commencement of any work. Such plans or
subsequent major alterations thereof must have the written approval of the designated contact
specified under Section 8 of this Agreement prior to commencement of any work. CITY shall also advise
the designated contact specified under Section 8 of this Agreement of security arrangements and the
names of those persons authorized to enter the WIN POP to work on CITY'S equipment.
2.3 Interconnection at WIN facilities. The Parties agree that CITY'S co -location with WIN is for the
primary purpose of housing and operating CITY'S equipment connected to CITY'S network. WIN, at its
sole discretion, may permit CITY interconnection with a third party within a WIN POP and if permitted,
shall be only upon WIN'S prior written consent.
2.4 Non-exclusive Placement of Fiber in WIN Conduit. CITY may non -exclusively use WIN conduit for
the installation of fiber at its sole cost and expense and as approved within a Project Statement. The use
of the conduit shall be non-exclusive and WIN shall have the right to use said conduit and allow other
permittees to use the conduit. CITY shall also have the right to use the WIN hand -holes located in the
area for the purpose of installing the fiber. This use shall include the right to penetrate the hand -holes
with inter -duct for the purpose of installing the fiber. After the installation, CITY shall restore the site of
installation to its pre -installation condition. WIN shall have the right at any time, with 120 day notice, to
require CITY at CITY'S sole cost and expense to remove or relocate the fiber placed in the conduit by
CITY (or other items installed in the conduit by CITY) should it be deemed necessary by WIN for any
reason, in WIN'S sole discretion, including the repair, replacement, inspection or relocation of the
conduit. If WIN requires CITY to remove the fiber, WIN shall provide to CITY a reasonable opportunity
to install conduit in a different location which will allow CITY to replace the removed fiber. WIN shall
not be liable to CITY for any damages WIN or its agents or employees causes to said fiber (or other
items) for any reason including repairing, replacing, inspecting, relocating or working on the conduit.
CITY hereby releases and discharges WIN from any and all liability, costs, expenses, claims, demands or
suit CITY may have against WIN arising out of CITY'S installation, use, or maintenance of said fiber. CITY
hereby agrees to hold WIN harmless and does undertake to fully indemnify WIN from any claims made
against WIN arising out of CITY'S use of the conduit. At all times CITY has fiber in WIN'S conduit, CITY
shall provide insurance as described in the attached Insurance Schedule, Exhibit C, as such schedule may
from time to time be amended.
2.5 Use of and Access to CITY Co -Location Facilities. WIN shall be responsible for all installation and
maintenance of its equipment at a CITY site, unless otherwise agreed to in writing by CITY. Such
installation and maintenance shall be conducted in accordance with any and all rules as CITY might from
time to time create and which include but are not limited to those contained in Exhibit B, attached
hereto and incorporated herein by reference. All WIN equipment shall remain the sole property and
responsibility of WIN.
Escorted access to a CITY POP shall be required for all work done by WIN employees, or the employees
of any firm that WIN retains on a permanent or part-time basis to provide installation or maintenance
service of the WIN'S equipment unless otherwise agreed to by CITY. For non -emergency access, CITY
shall make access available to WIN within five (5) business days of CITY'S acknowledgement of receipt of
notice from WIN unless specified differently in any Project Statement, or as soon thereafter as
reasonably possible. If WIN requests emergency access to the CITY POP, CITY shall provide such access
as soon as reasonably possible. All WIN POP access shall be with the escort of a member of CITY'S
Information Services team.
2.6 Permission to Work at CITY facilities. Plans for WIN Co -Location as described in any Project
Statement shall be completed by WIN and shall be submitted in writing to the designated contact
specified under Section 8 of this Agreement prior to commencement of any work. Such plans or
subsequent major alterations thereof must have the written approval of the designated contact
specified under Section 8 of this Agreement prior to commencement of any work. WIN shall also advise
the designated contact specified under Section 8 of this Agreement of security arrangements and the
names of those persons authorized to enter the CITY POP to work on WIN'S equipment.
2.7 Interconnection at CITY facilities. The Parties agree that WIN'S co -location with CITY is for the
primary purpose of housing and operating WIN'S equipment connected to WIN'S network. CITY, at its
sole discretion, may permit WIN interconnection with a third party within a CITY POP and if permitted,
shall be only upon CITY'S prior written consent.
2.8 Non-exclusive Placement of Fiber in City Conduit. WIN may non -exclusively use city conduit for
the installation of fiber at its sole cost and expense and as approved within a Project Statement. The use
of the conduit shall be non-exclusive and CITY shall have the right to use said conduit and allow other
permittees to use the conduit. WIN shall also have the right to use the city hand -holes located in the
area for the purpose of installing the fiber. This use shall include the right to penetrate the hand -holes
with inter -duct for the purpose of installing the fiber. After the installation, WIN shall restore the site of
installation to its pre -installation condition. There shall be no above ground cabinets or markers in the
right-of-way. CITY shall have the right at any time, with 120 day notice, to require WIN at WIN's sole
cost and expense to remove or relocate the fiber placed in the conduit by WIN (or other items installed
in the conduit by WIN) should it be deemed necessary by CITY for any reason, in CITY's sole discretion,
including the repair, replacement, inspection or relocation of the conduit, road or utilities in the right-of-
way. If CITY requires WIN to remove the fiber, CITY shall allow WIN a reasonable opportunity to install
conduit in a different location which will allow WIN to replace the removed fiber. CITY shall not be liable
to WIN for any damages CITY or its agents or employees causes to said fiber (or other items) for any
reason including repairing, replacing, inspecting, relocating or working on the conduit or roadway or
while installing, inspecting, maintaining, repairing or working on any utilities within said right-of-way
area. WIN shall be responsible for taking any and all action necessary to become a member of Diggers
Hotline or appropriate "One Call network", and abide by all "One Call Network" rules and regulations
and shall further be required to make arrangements for marking the location of its fiber as is necessary
to protect said fiber in case of any digging in the area. WIN hereby releases and discharges CITY from
any and all liability, costs, expenses, claims, demands or suit WIN may have against CITY arising out of
WIN's installation, use, or maintenance of said fiber. WIN hereby agrees to hold CITY harmless and does
undertake to fully indemnify CITY from any claims made against CITY arising out of WIN's use of the
conduit. At all times WIN has fiber in CITY's conduit WIN shall provide insurance as described in the
attached Insurance Schedule, Exhibit D, as such schedule may from time to time be amended by CITY.
SECTION 3. NON-INTERFERENCE.
Neither Party shall interfere with the other Party's equipment or the installation, operation, and
maintenance of such equipment. CITY shall not interfere with any of WIN'S other customer's equipment
or the installation, operation and maintenance of such equipment. WIN shall not interfere with any of
CITY'S other partner's equipment or the installation, operation and maintenance of such equipment.
The Parties agree that if WIN or CITY determines that the other's equipment is interfering with the
normal operation of WIN or CITY's network or facilities, then it has the right, with notice to the other's
network management center, to disconnect the other's offending equipment. WIN or CITY shall notify
the other of the situation and allow the other to reconnect once the trouble -causing condition(s) has
been resolved.
SECTION 4. CHARGES - TERMS
The Project Statements will more fully describe the Charges and Payment Terms provided under this
Agreement.
SECTION 5. INDEMNIFICATION. Each Party shall indemnify, defend and hold the other harmless
from and against any and all damages suffered by the other including but not limited to damages to the
other's or third party equipment or facilities as well as claims and liabilities asserted against the other by
third parties arising out of: (a) the actions of the Party, its employees and agents at the other's sites
subject to this Agreement or any Project Statement or (b) the failure of the Party to perform in
accordance with the terms and conditions of this Agreement or any Project Statement. The Party shall
indemnify, defend and hold harmless from and against any and all damages suffered by the other and
claims and liabilities asserted against the other directly arising out of the gross negligence or intentional
misconduct of the Party, its employees or agents at the Parties sites subject to this Agreement or any
Project Statement.
Notwithstanding the foregoing, neither Party shall be liable to the other for indirect, special or
consequential damages.
SECTION 6. TERM. This Agreement shall become effective on the Effective Date and shall continue
until such time as all Project Statements have expired or have been terminated pursuant to this
Agreement, or until the mutual written agreement of the Parties.
SECTION 7 RIGHT TO TERMINATE. Either Party to this Agreement will have the right to
immediately terminate this Agreement without further obligation on its part under the following
conditions:
7.1 If at any time during the term of this Agreement a petition in bankruptcy of insolvency or for the
reorganization or for the appointment of a receiver or trustee of all or substantially all of the other
Party's assets is filed against the other Party in any court pursuant to any statute, either of the United
States or of any state, and the other Party fails to secure a discharge thereof within one hundred twenty
(120) days, or if the other Party voluntarily files a petition in bankruptcy or makes an assignment for the
benefit of creditors or petitions for or enters into any arrangement with creditors.
7.2 In the event the other Party fails to perform or performs improperly any obligation under this
Agreement or a Statement of Work, provided such failure or improper performance has not been cured
or rectified by the defaulting Party within thirty (30) days after its receipt of written notification of
cancellation, or in the event of a cure which requires in excess of thirty (30) days to complete, if the
other Party has not commenced such cure within thirty (30) days of such notice and is not diligently
prosecuting said cure to completion.
7.3 In the event that any certificate, permit, license or approval applied for or issued is canceled,
expires, lapses, or is otherwise withdrawn or terminated by governmental authority so that the site may
not be used for its intended purposes or the site is unsatisfactory or becomes unsatisfactory for the
intended purpose.
7.4 In the event that any lease a Party has to use the site is terminated, lapses or expires.
7.5 In the event termination under this Section is the result of a Party's decision, conduct or
circumstance as herein described, the Party shall be required to account for Termination Liability as
follows: Party shall pay to the other any and all documented unpaid expenses to date attributable to the
provision of services and shall reimburse for any reasonable costs incurred by the other in effecting the
termination.
SECTION 8. NOTICES.
8.1 The following contact information is to be used for formal notices and any other times an
exchange of correspondence or billing information is required between WIN and CITY:
(1) Billing Contacts/Address:
WIN :
CITY
ATTN: Accounts Receivable
800 Wisconsin Street, Eau Claire, WI 54703
Email: billing@wins.net
Phone: 715-838-4412
(2) Correspondence Address:
WIN
CITY
Wisconsin Independent Network
800 Wisconsin Street, Mailbox 107
Eau Claire, WI 54703-3613
Telephone: (715)832-3750
Facsimile: (715) 832-3755
(3) Engineering, Operations and Technical Correspondence:
WIN: Matt Yach
Senior Director of Engineering & Operations
Wisconsin Independent Network
800 Wisconsin Street, Suite 219, Mailbox 107
Eau Claire, WI 54703
Phone: 715-832-3732
yach@wins.net
CITY
(4) Network Management Center (Emergency contacts):
WIN Support(a)wins.net
866-206-2027
OPERATIONS ESCALATION - IF NO RESPONSE AFTER ONE HOUR
1. Jason Hotujec
Senior Network Engineer
Office: 715-832-6238
Cell: 715-579-1971
hotulec@wins.net
3rd & 4th LEVEL: AFTER TWO HOURS
2. Matt Yach
Senior Director— Engineering & Operations
Office: 715-832-3732
Cell: 715-579-4830
yach@wins.net
3. Scott Hoffmann
Chief Executive Officer
Office: 715-832-3722
Cell: 715-579-8427
hoffmann@wins.net
CITY
(5) Escorted Access request line (twenty-four (24) hours per day, seven (7) days per week):
WIN: Phone: 866-206-2027 or email: support@wins.net
CITY Phone: or send email to: CITY
8.2 Each Party agrees to notify the other Party in the event of changes
in the above information.
SECTION 9. ASSIGNMENT. This Agreement shall be binding upon and shall inure to the benefit of
the assignees, transferees or successors of the Parties, provided that neither Party shall assign, transfer
or sublet any of its rights or obligations hereunder without prior written consent of the other Party
which consent shall not be unreasonably withheld. Assignment between a Party and a majority owned
parent, affiliate, or subsidiary shall not require the consent of the other Party.
SECTION 10. LIABILITY INSURANCE. Each Party shall at all times during the term of this Agreement
and any subsequent terms thereof, provide insurance as described in the attached Insurance Schedules
C and D, as such schedules may from time to time be amended.
SECTION 11. MAINTENANCE ACTIVITY. Each Party shall notify the other of co -location or related
system maintenance needs that require scheduled downtime. No such non -emergency downtime shall
be scheduled without prior approval of the other. The other shall be notified as soon as reasonably
possible in the event a Party is required to perform nonscheduled, emergency maintenance that may
impact the other's equipment or service.
a. Preventive maintenance shall be undertaken only between the hours of 12:00 a.m. to 5:00
a.m. local time. WIN shall provide to CITY and CITY shall provide to WIN at least seven (7)
days prior notice of Preventative Maintenance.
b. Emergency Maintenance or Repair: "Emergency Maintenance" shall mean repair work not
reasonably anticipated but which requires immediate action to restore network connectivity
or use or efforts to correct network conditions that are likely to cause an Outage and that
require immediate action. Work to address an Emergency Maintenance situation may
degrade the quality of or cause Outages in the Service(s). WIN or CITY may undertake
Emergency Maintenance at any time deemed necessary but shall make commercially
reasonable efforts to perform such maintenance within the hours identified for Preventative
Maintenance if possible. WIN or CITY shall provide notice of Emergency Maintenance to the
other Party as soon as is commercially practicable under the circumstances, but when
reasonably possible, provide notice twenty-four (24) hours in advance. Whenever prior
notice is given, WIN or CITY agrees to acknowledge notice of the emergency event in a
reasonable period of time and in all events, WIN or CITY will take necessary steps to notify
key personnel internally in order for WIN or CITY to correct or repair the affected area.
SECTION 12. FORCE MAJEURE. Neither Party shall be liable for any delay in performance or inability
to perform caused by a Force Majeure Event (as hereinafter defined). As used herein, "Force Majeure
Event" shall mean any act or omission of any governmental authority, fires, strikes, lockouts, labor
disputes, terrorism, sabotage, acts or omissions of the other Party (irrespective of whether excused),
acts of a third party, and any other act of God, event or occurrence, irrespective of whether similar to
the foregoing, that is beyond the reasonable control of the Party claiming the Force Majeure Event that
affects its ability to perform. A Force Majeure Event shall be deemed to be terminated when its effects
on future performance have been substantially eliminated. A Party claiming a Force Majeure Event shall
provide the other Party prompt notice of the initiation of the Force Majeure Event and of the
termination of such event., Notwithstanding the foregoing provisions, settlement of a strike, lockout, or
other labor dispute shall be deemed beyond the control of the Party claiming excuse thereby regardless
of the cause of, or the ability of such Party to settle such dispute..
SECTION 13. REPRESENTATIONS AND WARRANTIES.
13.1 As an inducement to enter into this Agreement and to consummate the transactions
contemplated herein, CITY hereby covenants, represents and warrants to WIN as follows:
(1) CITY is an Iowa municipal corporation duly organized, validly existing and in good
standing under the laws of the State of Iowa, with adequate power and authority to
enter into this Agreement, and has or will take all action necessary to enable it to
conduct all activity contemplated by this Agreement or Project Statements prior to
undertaking such activity.
(2) This Agreement has been duly authorized, executed and delivered by WIN and,
assuming due authorization, execution and delivery by CITY, constitutes a valid, legal
and binding agreement, enforceable against WIN in accordance with its terms, except to
the extent that the enforceability of remedies herein provided may be limited under
applicable laws relating to specific performance, bankruptcy and creditors' rights.
(3)
No approval, consent or withholding of objections is or will be required from any
federal, state or local governmental authority or instrumentality with respect to the
entry into or performance of this Agreement by WIN, except such as have already been
obtained.
13.2 As an inducement to enter into this Agreement and to consummate the transactions
contemplated herein, WIN hereby covenants, represents and warrants to CITY as follows:
(1)
WIN is a limited liability company duly organized, validly existing and in good standing under
the laws of the State of Wisconsin with adequate power and authority to enter into this
Agreement, and has or will take all action necessary to enable it to conduct all activity
contemplated by this Agreement or Project Statements prior to undertaking such activity.
(2) This Agreement has been duly authorized, executed and delivered by CITY and, assuming
due authorization, execution and delivery by WIN, constitutes a valid, legal and binding
agreement, enforceable against CITY in accordance with its terms, except to the extent that
the enforceability of remedies herein provided may be limited under applicable laws
relating to specific performance, bankruptcy and creditors' rights.
(3)
No approval, consent or withholding of objections is or will be required from any federal,
state or local governmental authority or instrumentality with respect to the entry into or
performance of this Agreement by CITY, except such as have already been obtained.
SECTION 14. MISCELLANEOUS.
14.1 The paragraph headings used herein are for convenience only and shall not be construed in
interpreting this Agreement.
14.2 Each paragraph and provision of this Agreement is severable from the entire Agreement, and if
one provision shall be declared invalid, the other provisions shall remain in full force and effect without
regard to the invalidity of said provision.
14.3 The failure of either Party to enforce any of the provisions of this Agreement or the waiver
thereof in any instance shall not be construed as a general waiver or relinquishment on its part of any
such provisions, but the same shall, nevertheless, be and remain in full force and effect.
14.4 The terms of this Agreement constitute the entire Agreement between the Parties and no
previous communications, representations or agreements, either oral or written, between the Parties
with respect to the subject matter hereof shall vary the terms of this Agreement. This Agreement is
subject to modification if mutually agreed by the Parties in writing.
14.5 Any notice or request required or desired to be given or made hereunder shall be in writing and
shall be effective if delivered in person or sent by certified mail, return receipt requested, and received
by the recipient Party at the address previously indicated or such other address as shall hereafter be
furnished by a Party in writing, from time to time, to the other Party.
14.6 This Agreement and performance thereunder shall be governed by the laws of the State of Iowa.
Signed and in effect by the Parties on the date last written below.
CITY: WIN:
Dubuque, Iowa
Wisconsin Independent Network, LLC
BY: o `_•- BY:
NAME: Mic ael C. Van Milligen NAME: Scott A Hoffmann
TITLE: City Manager TITLE: CEO
DATE: Ao / )ii
f DATE:
Exhibit A
Co -Location Rules and Policies - WIN
CITY is responsible for following and ensuring its agents and representatives follow these Co -location
Rules and Policies concerning use of and access to WIN'S POP and co -location space. WIN reserves the
right, in its sole discretion, to suspend or terminate service if CITY or any CITY representative violates the
rules and policies set forth below.
Access to WIN POP
Only those individuals identified in writing by CITY on the Co -Location Agreement may access WIN'S
POP. CITY shall deliver prior written notice to WIN of any changes to the list of authorized
representatives. CITY and its authorized representatives shall not allow any other persons to have access
to or enter the WIN POP. CITY and its authorized representatives may only access that portion of WIN'S
POP made available by WIN to CITY for the placement of CITY'S equipment and use of the Co -location
Services (the "City Space"). CITY must obtain the proper WIN authorization and be accompanied by a
WIN representative, as required, prior to accessing any area within a WIN Facility. Failure to do so may
result in immediate termination of CITY'S services. In addition,
• City agrees to observe and follow all current rules, policies and procedures for each WIN
site where CITY obtains services.
• Security Access. CITY shall comply with the security access procedures for the specific
WIN Facility.
• WIN Access. WIN reserves the right to open, inspect, disconnect and recover CITY
equipment that is overheating, smoking, etc.
• Equipment. CITY equipment must be UL -certified.
Conduct at WIN POP
CITY and its authorized representatives agree to adhere to and abide by all security and safety measures
in effect at a particular WIN facility. CITY is responsible for keeping its City Space clear and free of debris
and refuse at all times. CITY and its authorized representatives shall not:
• Breach or attempt to breach, the security at a WIN Facility;
• Misuse or abuse or otherwise interfere with any property or equipment of WIN, WIN'S
other Customers, or another third party;
• Harass any individual, including representatives of WIN and of other WIN Customers.
• Engage in any activity that is in violation of the law or aids or assists any criminal activity
while on WIN property.
• Permit any explosive, flammable or combustible material or any hazardous or toxic
materials to be located in or about the Co -location Site;
• Bring in food or beverages; tobacco products; alcohol; illegal drugs; other intoxicants;
magnetic objects or electro -magnetic devices which could reasonably interfere with
computer and telecommunications equipment; or photographic or recording equipment
of any kind (except data back-up equipment).
Equipment and Connections
Each piece of CITY'S equipment installed in a WIN Facility must be clearly labeled with CITY'S name (or
code name provided in writing to WIN), and individual component identification. Each connection to
and from a piece of CITY equipment shall be clearly labeled with CITY'S name (or code name provided in
writing to WIN), and the starting and ending point of the connection. CITY is responsible for all CITY
equipment. CITY equipment must be configured and run at all times in compliance with the
manufacturer's specifications, including power outlet, power consumption and clearance requirements.
CITY must use its best efforts to provide WIN with at least 24 hours prior notice any time it intends to
connect or disconnect any CITY equipment or other equipment. CITY shall not place any hardware or
other equipment in the WIN Facility that has not been identified in writing to WIN.
Online Content
CITY acknowledges that WIN has no control whatsoever over the content of the information passing
through CITY'S site(s).
Modification of Rules and Regulations
WIN reserves the right to amend, alter or modify these rules and policies at any time in its sole and
absolute discretion. Any amendment or modification is effective when posted and emailed to CITY per
Section 8, and any use of the WIN services after posting will be considered acceptance of the
amendment or modification.
Exhibit B
Co -Location Rules and Policies - CITY
WIN is responsible for following and ensuring its agents and representatives follow these Co -location
Rules and Policies concerning use of and access to CITY'S POP and co -location space. CITY reserves the
right, in its sole discretion, to suspend or terminate service if WIN or any WIN representative violates the
rules and policies set forth below.
Access to CITY POP
Only those individuals identified in writing by WIN on the Co -Location Agreement may access CITY'S
POP. WIN shall deliver prior written notice to CITY of any changes to the list of authorized
representatives. WIN and its authorized representatives shall not allow any other persons to have access
to or enter the CITY POP. WIN and its authorized representatives may only access that portion of CITY'S
POP made available by CITY to WIN for the placement of WIN'S equipment and use of the Co -location
Services (the "WIN Space"). WIN must obtain the proper CITY authorization and be accompanied by a
representative of CITY'S Information Service Office, as required, prior to accessing any area within a CITY
Facility. Failure to do so may result in immediate termination of WIN'S services. In addition,
• WIN agrees to observe and follow all current rules, policies and procedures for each
CITY site where WIN obtains services.
• Security Access. WIN shall comply with the security access procedures for the specific
CITY Facility.
• CITY Access. CITY reserves the right to open, inspect, disconnect and recover WIN
equipment that is overheating, smoking, etc.
• Equipment. WIN equipment must be UL -certified.
Conduct at CITY POP
WIN and its authorized representatives agree to adhere to and abide by all security and safety measures
in effect at a particular CITY facility. WIN is responsible for keeping its WIN Space clear and free of debris
and refuse at all times. WIN and its authorized representatives shall not:
• Breach or attempt to breach, the security at a CITY Facility;
• Misuse or abuse or otherwise interfere with any property or equipment of CITY, CITY'S
other partners, or another third party;
• Harass any individual, including representatives of CITY and of other CITY partners.
Engage in any activity that is in violation of the law or aids or assists any criminal activity
while on CITY property.
Permit any explosive, flammable or combustible material or any hazardous or toxic
materials to be located in or about the Co -location Site;
• Bring in food or beverages; tobacco products; alcohol; illegal drugs; other intoxicants;
magnetic objects or electro -magnetic devices which could reasonably interfere with
computer and telecommunications equipment; or photographic or recording equipment
of any kind (except data back-up equipment).
Equipment and Connections
Each piece of WIN'S equipment installed in a CITY Facility must be clearly labeled with WIN'S name (or
code name provided in writing to CITY), and individual component identification. Each connection to
and from a piece of WIN equipment shall be clearly labeled with WIN'S name (or code name provided in
writing to CITY), and the starting and ending point of the connection. WIN is responsible for all WIN
equipment. WIN equipment must be configured and run at all times in compliance with the
manufacturer's specifications, including power outlet, power consumption and clearance requirements.
WIN must use its best efforts to provide CITY with at least 24 hours prior notice any time it intends to
connect or disconnect any WIN equipment or other equipment. WIN shall not place any hardware or
other equipment in the CITY Facility that has not been identified in writing to CITY.
Online Content
WIN acknowledges that CITY has no control whatsoever over the content of the information passing
through WIN'S site(s).
Modification of Rules and Regulations
CITY reserves the right to amend, alter or modify these rules and policies at any time in its sole and
absolute discretion. Any amendment or modification is effective when posted and emailed to WIN per
Section 8, and any use of the CITY services after posting will be considered acceptance of the
amendment or modification.
Exhibit C
Notice of Insurance Coverage for City of Dubuque
WIN acknowledges that City is a member of the Iowa Communities Assurance Pool (ICAP). City shall
maintain its membership in ICAP or at its option purchase general liability insurance with equivalent
coverage. City shall provide WIN with a certificate showing City's ICAP coverage.
Exhibit D
City of Dubuque Insurance Requirements for General, Artisan or
Trade Contractors, Subcontractors or Sub Subcontractors
Class A:
Class B:
Class C:
Insurance Schedule B
Asbestos Removal
Asphalt Paving
Concrete
Construction Managers
Cranes
Culverts
Decking
Demolition
Deconstruction
Earthwork
Electrical
Elevators
Fiber Optics
Fire Protection
Fireproofing
General Contractors
HVAC
Mechanical
Paving & Surfacing
Chemical Spraying
Doors, Window & Glazing
Drywall Systems
Fertilizer Application
Geotech Boring
Insulation
Finish Carpentry
Landscaping
Carpet Cleaning
Carpet & Resilient Flooring
Caulking & Sealants
Acoustical Ceiling
Filter Cleaning
General Cleaning
Grass Cutting
Janitorial
Non Vehicular Snow & Ice Removal
Office Furnishings
Power Washing
Tile & Terrazzo Flooring
Window Washing
Piles & Caissons
Plumbing
Retaining Walls
Reinforcement
Roofing
Sanitary Sewers
Sheet Metal
Site Utilities
Shoring
Special construction
Masonry
Vehicular Snow Removal
Painting & Wall Covering
Pest Control
Scaffolding
Sidewalks
Plastering
Rough Carpentry
Steel
Storm sewers
Structural Steel
Trails
Tunneling
Water main
Stump Grinding
Tank Coating
Tree Removal
Tree Trimming
Tuckpointing
Waterproofing
Well Drilling
Insurance Schedule B (continued)
INSTRUCTIONS FOR INSURANCE SUBMITTAL:
1. Contractor shall furnish a signed Certificate of Insurance to the City of Dubuque, Iowa
for the coverage required in Exhibit I prior to commencing work and at the end of the
project if the term of work is longer than 60 days. Providers presenting annual
certificates shall present a Certificate at the end of each project with the final billing.
Each Certificate shall be prepared on the most current ACORD form approved by the
Iowa Department of Insurance or an equivalent. The issued certificate must clearly
indicate the project number, project name, or project description for which it is being
provided Eg: Project # Project name:
or Project Location at or
construction of
2. All policies of insurance required hereunder shall be with a carrier authorized to do
business in Iowa and all carriers shall have a rating of A or better in the current A.M.
Best's Rating Guide.
3. Each Certificate required shall be furnished to the City of Dubuque
Department.
4. Failure to provide minimum coverage shall not be deemed a waiver of these
requirements by the City of Dubuque. Failure to obtain or maintain the required
insurance shall be considered a material breach of this contract.
5. Subcontractor(s) and sub subcontractor(s) performing work or service shall provide a
Certificate of Insurance in accord with its' respective classification. The City of Dubuque
may request a copy of a subcontractor(s) Certificate of Insurance from the general
contractor.
6. All required endorsements to various policies shall be attached to the Certificate of
insurance.
7. Whenever an ISO form is referenced the current edition must be used.
8. Provider shall be required to carry the minimum coverage/limit, or greater if required by
law or other legal agreement, in Exhibit I - Insurance Schedule B. If the provider's limit of
liability is higher than the required minimum limit then the provider's limit shall be this
agreement's required limit.
Insurance Schedule B (continued)
Exhibit 1
A) COMMERCIAL GENERAL LIABILITY
General Aggregate Limit
Products -Completed Operations Aggregate Limit
Personal and Advertising Injury Limit
Each Occurrence
Fire Damage Limit (any one occurrence)
Medical Payments
$2,000,000
$2,000,000
$1,000,000
$1,000,000
$ 50,000
$ 5,000
a) Coverage shall be written on an occurrence, not claims made, form. The general liability coverage shall
be written in accord with ISO form CG0001 or business owners form BP0002. All deviations from the
standard ISO commercial general liability form CG 0001, or Business owners form BP 0002, shall be
clearly identified.
b) Include ISO endorsement form CG 25 04 "Designated Location(s) General Aggregate Limit" or CG 25 03
"Designated Construction Project (s) General Aggregate Limit" as appropriate.
c) Include endorsement indicating that coverage is primary and non-contributory.
d) Include endorsement to preserve Governmental Immunity. (Sample attached).
e) Include an endorsement that deletes any fellow employee exclusion.
f) Include additional insured endorsement for:
The City of Dubuque, including all its elected and appointed officials, all its employees and
volunteers, all its boards, commissions and/or authorities and their board members, employees
and volunteers. Use ISO form CG 20 10. Ongoing operations.
g) All contractors shall include The City of Dubuque (per the above verbiage) as an additional insured for
completed operations under ISO form CG 2037 during the project term and for a period of two years
after the completion of the project.
B) AUTOMOBILE LIABILITY $1,000,000 (Combined Single Limit)
C) WORKERS' COMPENSATION & EMPLOYERS LIABILITY
Statutory Benefits covering all employees injured on the job by accident or disease as prescribed by
Iowa Code Chapter 85.
Coverage A
Coverage B
Statutory—State of Iowa
Employers Liability
Each Accident $100,000
Each Employee -Disease $100,000
Policy Limit -Disease $500,000
Policy shall include an endorsement providing a waiver of subrogation to the City of Dubuque.
Coverage B limits shall be greater if required by Umbrella Carrier.
D) Umbrella Liability
Umbrella liability coverage must be at least following form with the underlying policies included
herein.
All Class A contractors with contract values in excess of $10,000,000 must have an umbrella of
$10,000,000.
All Class A and Class B contractors with contract values between $500,000 and $10,000,000 must have
an umbrella of $3,000,000..
All Class A and B contractors with contract values less than $500,000 must have an umbrella of
$1,000,000.
All Class C contractors are not required to have an umbrella.
E) Pollution Liability
Coverage required: yes no
Pollution Liability coverage shall be required if project involves any pollution exposures including
abatement of hazardous or contaminated materials including, but not limited to, the removal of lead,
asbestos, or PCB's. Pollution product and complete operations coverage shall also be covered.
$2,000,000 each occurrence
$4,000,000 policy aggregate
a) Policy to include premises and transportation coverage.
b) Include additional insured as stated in Ae above.
c) Include preservation of governmental immunity as stated in Ad above.
F) Railroad Protective Liability Coverage required: yes no
Any Contract for construction or demolition work on or within Fifty feet (50') from the
edge of the tracks of a railroad and effecting any railroad bridge or trestle, tracks,
roadbeds, tunnel, underpass, or crossing for which an easement or license or
indemnification of the railroad is required, shall require evidence of the following
additional coverages.
Railroad Protective Liability:
each occurrence (per limits required by Railroad)
$ policy aggregate (per limits required by Railroad)
OR
An endorsement to the Commercial General Liability policy equal to ISO CG 2417 (Contractual
Liability -Railroads). A copy of this endorsement shall be attached to the Certificate of Insurance.
Preservation of Governmental Immunities Endorsement
1. Nonwaiver of Governmental Immunity. The insurance carrier expressly agrees and states that the
purchase of this policy and the including of the City of Dubuque, Iowa as an Additional Insured does
not waive any of the defenses of governmental immunity available to the City of Dubuque, Iowa
under Code of Iowa Section 670.4 as it is now exists and as it may be amended from time to time.
2. Claims Coverage. The insurance carrier further agrees that this policy of insurance shall cover only
those claims not subject to the defense of governmental immunity under the Code of Iowa Section
670.4 as it now exists and as it may be amended from time to time. Those claims not subject to
Code of Iowa Section 670.4 shall be covered by the terms and conditions of this insurance policy.
3. Assertion of Government Immunity. The City of Dubuque, Iowa shall be responsible for asserting any
defense of governmental immunity, and may do so at any time and shall do so upon the timely
written request of the insurance carrier.
4. Non -Denial of Coverage. The insurance carrier shall not deny coverage under this policy and the
insurance carrier shall not deny any of the rights and benefits accruing to the City of Dubuque, Iowa
under this policy for reasons of governmental immunity unless and until a court of competent
jurisdiction has ruled in favor of the defense(s) of governmental immunity asserted by the City of
Dubuque, Iowa.
No Other Change in Policy. The above preservation of governmental immunities shall not otherwise
change or alter the coverage available under the policy.
SPECIMEN
Exhibit D-1
PROJECT STATEMENT: Sharing agreement # 1 between Wisconsin Independent Network and City of
Dubuque
Pursuant to the Master Co -locations and Shared Services Agreement between City of Dubuque and
Wisconsin Independent Network, dated and attached hereto, the Parties
hereby agree to the following PROJECT STATEMENT:
Narrative description of co -location and service sharing: Extension of broadband infrastructure across
East Dubuque Bridge and connections to and from Water Tower hut located at
Co -location or service site: See attached diagram of sites and description of work.
Scope of shared service to be provided by CITY to WIN:
- Access to 8,200' of City conduit from Locust/Dodge intersection to Glen Oak/5th St
- Equipment co -location (42RU with 3KVA) at Water Tower hut
Scope of shared service to be provided by WIN to CITY:
Access to 1,000' conduit from Glen Oak/5th St into water tower
- Access to 6300' Julien bridge crossing Dodge/Locust Dubuque intersection to
HWY 35/20 intersection East Dubuque
Provision of 100 Mb Internet service from January 1, 2016 to December 31, 2018
Provision of 200 Mb Internet service from January 1, 2019 to December 31, 2021
Provision of 400 Mb Internet service from January 1, 2022 to December 31, 2025
Provision of conduit into Lincoln Elementary
Term of Project: Ten (10) year term beginning January 1, 2016 and running through December 31,
2025, with two five (5) year extensions upon the mutual agreement of both parties.
Charges and payment terms: Estimated market value of City shared services is $120,600. Estimated
market value of WIN shared services is $134,900. There are no additional charge or payment terms.
Project accepted:
By:
Michael Van Milligan, Dubuque City Manager Date
By:
Scott A. Hoffman, CEO Wisconsin Independent Network, LLC Date