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Home My WebLink AboutC13-325 CDOT MOUAgreement Between the Colorado Department of Transportation And EAGLE COUNTY, COLORADO This Agreement, made this qr day of Nrmxarl , by and between THE COLORADO DEPARTMENT OF TRANSPORTATION ("CDOT"), and Eagle County, Colorado ("Eagle County") memorializes an arrangement and responsibilities between the two entities identified above, as the arrangement pertains to sharing statewide traveler information collected by CDOT. CDOT and Eagle County also may hereinafter be referred to individually as "Party" or jointly as "Parties". Recitals: 1. CDOT desires to provide reliable, accurate and timely statewide traveler information so that transportation users are able to make decisions that enhance and improve their choice of travel, mode; route and travel time, thereby resulting in a more productive, efficient and safe transportation system. CDOT believes, and studies have demonstrated, that travelers utilizing traveler information can benefit by avoiding traffic problems, saving time by reducing delay and improving travel reliability, reducing travel frustration, reducing crash rates and reducing fuel consumption. CDOT also desires to partner with public entities in an effort to develop and enhance traveler information sharing capabilities. 2. Eagle County operates ecotv18, which is a non-profit government access channel. Eagle County desires to provide timely road and traffic conditions to its citizens, specifically on the I-70 corridor, which is of extreme importance to the Eagle County economy. Eagle County strives to give travelers the most comprehensive updates, whether through CDOT cameras, travel times, message boards or road construction/work bulletins. Eagle County also pulls information regarding estimated travel times from the web page. Eagle County desires to utilize the XML feeds for accurate and timely information to alert travelers of possible delays. Therefore, Eagle County has requested access to the CDOT COTrip.org web site to get traveler information, which will be placed on channel 18 and on Eagle County web site to provide travelers with comprehensive traveler information. NOW THEREFORE the Parties hereby agree as follows A.) Colorado Department of Transportation Responsibilities i. On a non-exclusive basis, CDOT will make available to the Eagle County in an XML format HTTP protocol data and information that is disseminated on the COTrip.org web site, provided that this provision of service does not negatively impact the COTrip.org web servers or require any additional equipment and/or software. Data and information categories to be shared are listed at http://www.cotrip.orsz/xmIFeed.htm. ii. CDOT is providing this data and information solely as a courtesy. CDOT makes no claims, guarantees or warranties as to the accuracy, currency, or completeness of the data or information provided. CDOT is not responsible in any way for any errors or omissions, or for any results obtained by Eagle County from the use of the data or information. All warranties and representations of any kind with regard to the data and information is disclaimed by CDOT. v;5-� � Public Entity—Data Sharif._ oreement Colorado Department of Transportation Eagle County, Colorado B.) Eagle County Responsibilities: i. Eagle County shall not extract any agreed upon data or information from the COTrip.org web site at intervals less than two (2) minutes. Eagle County, as a courtesy to CDOT, will in either news copy, on-screen logo, or any resulting publications credit CDOT regarding data/information received from CDOT and include a web link on the Eagle County web site to the CDOT COTrip.org web site. Upon execution of the Agreement, and as a condition of obtaining access to the data and information in an XML format HTTP protocol as identified in Section A, Eagle County shall provide CDOT the IP address(es) that will be used to extract such data or information via the XML format HTTP protocol. Also, throughout the entire term of this Agreement, Eagle County shall immediately notify CDOT regarding any changes, additions, or deletions to IP address(es) that will be used to extract data and information via the XML format HTTP protocol. iii. Eagle County shall maintain current and useful contact information throughout the Term of this Agreement as defined in Section F, and shall immediately notify CDOT regarding any changes to Eagle County's contact information identified. C.) Term of Agreement: The term of this Agreement shall be from the date of full execution by the Executive Director of the Colorado Department of Transportation, or his Designee, for a period of five (5) years. This Agreement may be renewed for an additional five (5) year term upon written agreement by both Parties. D.) Other Provisions: i. The use of any data or information does not relieve Eagle County from any obligations under by this data sharing Agreement, or from complete and proper fulfillment of the terms of this Agreement, nor does the use entitle Eagle County to compensation for damages or loss which may be attributed to such use. Should Eagle County extract information at intervals less than every two (2) minutes, CDOT may choose to block and/or suspend Eagle County's access to the COTrip.org web site. CDOT may also initiate the dispute resolution process identified in Section E. Initiation of the dispute resolution process, in and of itself, shall not require CDOT to allow Eagle County access to the COTrip.org web site until such time that CDOT, in its sole discretion, is assured that any violation has been resolved in a manner satisfactory to CDOT. E.) Disputes: Should disputes or disagreements occur of any matter relating to this Agreement, both CDOT and Eagle County shall collaborate to resolve the dispute or disagreement. If designated contacts cannot achieve a resolution within a thirty (30) day period, the matter shall be submitted jointly to Eagle County's attorney and CDOT's Director of Operations or Executive Director for final resolution of the dispute or disagreement. If Eagle County's attorney and CDOT's Director of Operations or Executive Director are unable to resolve the dispute within a thirty (30) day period, this Agreement may be terminated be either Party. The Parties agree that participation in this administrative procedure shall be a condition precedent to initiation of litigation, except in the case of emergency or other conditions that entitle either Party to seek injunctive or emergency relief from a court of competent jurisdiction, in which no participation in the foregoing alternative dispute resolution process shall be required. 2 Public Entity — Data Sharia ,reemem Colorado Department of Transportation Eagle County, Colorado F.) Personnel/Compensation: Nothing in this Agreement shall be construed to place the personnel of either Party under the control or employment of the other Party. Each Party remains responsible for all pay, entitlement, employment decisions and worker's compensation liabilities, for its own personnel. Nothing in this Agreement is intended to create or grant to any third party or person any right or claim for damages, or the right to bring or maintain any action at law, nor does either Party waive its immunities at law, including granted under the Colorado Governmentil Immunity Act. G.) Contacts: For CDOT: ITS Branch Manager 425 C Corporate Circle Golden, CO 80401 303-512-5858 H.) Appropriation of Funds: For Eagle County, Colorado: Josh Stowell 500 Broadway Eagle, CO 81631 970-328-8602 Josh. Stowell a eaglecounty.us In accord with the Colorado Constitution, Article X, Section 20, performance of CDOT's obligations under this Agreement is expressly subject to appropriation and availability of funds for that purpose. I.) Termination for Cause: If either Party shall fail to fulfill, in a timely and proper manner, its material obligations under this Agreement, or if either Party shall violate any of the materials covenants, agreements, or stipulations of this Agreement, the other Party shall thereupon have the right to terminate for cause by giving written notice of such termination and specifying the effective date thereof, at least twenty (20) days before the effective date of such termination, provided that the provisions identified in Section E, have been mutually satisfied. Provided, however, the defaulting Party shall have thirty (30) days in which to cure its failure or violation, in which case the Agreement shall not terminate or be modified. J.) Termination for Convenience: Either Party may terminate this Agreement for any reason. The Party choosing to terminate shall effect such termination by giving written notice of termination to the other Party and specifying the effective date thereof, at least twenty (20) days before the effective dateof such termination. K.) No Third Party Beneficiary; It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the Parties hereto, and nothing contained in this Agreement shall give or allow any such claim of right of action by any other or third person or entity on such Agreement It is the express intent of the Parties hereto that any person or entity, other than the Parties to this Agreement, receiving services or benefits under this Agreement shall be deemed incidental beneficiaries only. Public Entity — Data Shari),. _�reement ` Colorado Department of Transportation Eagle County, Colorado L.) Modification of Terms and Conditions: CDOT in its sole and unfettered discretion hereby reserves the right to alter, amend or modify the terms and conditions of this Agreement. CDOT shall provide notice of the amendment, with an amendment attached, to the Eagle County representative identified in Section G. Notice shall be provided via e-mail delivery receipt and/or read receipt at least ninety (90) days prior to instituting any amendment of the terms or conditions of this Agreement. If Eagle County does not agree to the terms of the amendment, CDOT may terminate the agreement under the termination for convenience clause in Section J. If Eagle County does agree to the terms of the amendment, Eagle County shall sign the amendment and return to the CDOT representative identified in Section G. The Dispute process outlined in Section E shall not apply to the amendment process identified herein. M.) Applicable Law: The laws of the State of Colorado and rules and regulations issued pursuant thereto shall be applied in the interpretation, execution and enforcement of this Agreement, and any legal action concerning the provisions hereof shall be brought in the City and County of Denver, State of Colorado. Any provision of this Agreement, whether or not incorporated herein by reference, which provides for arbitration by any extra judicial body or person or which is otherwise in conflict with said laws, rules and regulation shall be considered null and void. Nothing contained in any provision incorporated herein by reference which purports to negate this or any other special provision in whole or in part shall be valid or enforceable or available in any action at law whether by way of compliant, defense or otherwise. Any provision rendered null and void by operation of this provision will not invalidate the remainder of the Agreement to the extent that this Agreement is capable of execution. N.) Signature Authority Each Party represents and warrants that it has taken all actions that are necessary or that are required by its respective procedures and applicable law to legally authorize the undersigned signatory for that Party to execute this Agreement on behalf of the Party and to bind the Party to its terms. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement the day and year first above written. LIM Timothy J. Harris, P.E., Chief Engineer Colorado Department of Transportation By eith Montag, County Manager Eagle County, Colorado 4 Date: Date: