No preview available
HomeMy WebLinkAboutC17-081 Holy Cross EnergyAGREEMENT BETWEEN HOLY CROSS ENERGY And EAGLE COUNTY COLORADO For SHARED COMMUNICATIONS SITE This Agreement is entered into on 03/14/2017 , by and among Holy Cross Electric Association, Inc., d/b/a Holy Cross Energy, a Colorado cooperative corporation whose address is 3799 Highway 82, P.D. Box 2150, Glenwood Springs, CO, 81602 ("HCE") and the County of Eagle, a political subdivision of the State of Colorado, whose address is 500 Broadway, Eagle, CO 81631, ("County") (HCE and County being singularly referred to as "Party" and collectively referred to as the "Parties"). RECITALS WHEREAS HCE is a not -far -profit, member -owned electric cooperative utility providing electricity, energy products and services to more than 55,000 consumers in the Western Colorado Counties of Eagle, Pitkin, Garfield, Mesa, and Gunnison. WHEREAS the County provides a public safety communications capability serving County, state agencies and participating federal and local government entities. WHEREAS HCE requires a reliable communications network in support of its business needs, and utilizes and assists with maintenance of the statewide Digital Trunked Radio System ("DTRS") for its two-way communications needs. WHEREAS HCE leases land from the USDA Forest Service at the top of Beaver Creek Ski Area, which houses one of its radio communications sites ("Site"). WHEREAS the Parties desire to enter into this Agreement to permit the County to access and to share space at the Site for efficiency of both the County's and HCE's systems and the benefit of public safety first responders. WHEREAS the Parties also desire to enter into this Agreement to share communication circuits in order to maintain reliable communications networks along the circuits. WHEREAS this Agreement is designed to establish a cooperative relationship between HCE and the County in sharing the Site, as sharing this communication facility contributes to reduced costs and enhanced communications for agencies supported by the Parties. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises, HCE and County agree as follows: 1. Circuits: A. The Parties zwree to provide networks to support DTRS connectivity. C17-081 B. The circuits that make up a portion of the DTRS applicable to this Agreement are defined in Exhibit A identifying the demarcations of the circuit (location A and location B), the circuit type, the circuit description and the owner of the equipment. Each Party may update Exhibit A as required from time to time in writing pursuant to paragraph 11. 2. Access: A. Definitions: i. "County Representative' means the County's employee approved by HCE to access the Site on behalf of the County. ii. "County Equipment" includes but may not be limited to, any electronic device, any RF transmitter/receiver, antennas and associated cabling attached to the Site's tower, remote monitoring devices, any building or equipment device used for purposes of alarm notification. A current list of County Equipment is attached at Exhibit B. The County may update Exhibit B as required from time to time in writing pursuant to paragraph 11. iii. "HCE Primary Point of Contact" means HCE's employee. iv. "Approved Emergent County Representative" means a person, approved by HCE, who can access the Site under emergent circumstances when the County Representative is not available. v. "County Contractor" means a person who can access the Site to perform Scheduled Service for the County only when the County Representative is also at the Site. vi. "Scheduled Service" means any service required by the County to modify, maintain, or add to County Equipment at the Site. B. Access to the Site: i. The Parties represent and agree the County shall be entitled to reasonable access to the Site at all times and to the use of the Site throughout the term of this Agreement, subject to the following protocol: a. HCE shall provide the County Representative with a key or other means of entry to the Site. b. Under non -emergent circumstances, the County Representative shall call HCE at (970) 947-5496 24 hours prior to access to notify HCE the County intends to access the Site. c. Under emergent situations that require entry on the Site, the County Representative shall call HCE at (970) 947-5410, or other contact information listed in Exhibit C, as soon as practicable to notify HCE the County intends to access the Site. 2 d. The County Representative is not required to have an affirmative response from HCE in order to access the Site after providing the aforementioned notice. e. In the event that the County Representative is not available to access the Site, and an emergent situation requires someone to access the Site, the Parties agree an Approved Emergent County Representative may access the Site to address the situation. The Parties will cooperate to ensure the Approved Emergent County Representative has a key or means of entry to the Site. f. In the event the County requires a County Contractor in addition to the County Representative to perform Scheduled Service at the Site, the County Representative shall follow the notice requirement in subsection b. above and accompany such County Contractor for the duration of the Scheduled Service. g. When activity by a Party would require the disruption of service, the scheduling of the disruption of service must be planned and coordinated to occur outside critical use periods. All affected Parties must be notified 48 hours prior to the planned disruptions of service. In emergency situations, all affected Parties must be notified as soon as possible. h. The County shall not knowingly permit any unauthorized individual access to the Site, and HCE shall not knowingly allow any unauthorized access to County Equipment located at the Site. C. Modification or Additions to County Equipment at the Site: i. When the County requires modification or additions to County Equipment at the Site, the County shall submit plans in writing to the HCE Primary Point of Contact for review. HCE shall provide its subsequent approval or denial, within 30 days. HCE shall make every effort to make a determination on County Equipment additions or modifications plans sooner than 30 days when the plans are emergent in nature. In the event that review requires additional time, the Parties will coordinate to set an appropriate deadline for response beyond 30 days. ii. HCE shall communicate its approval or denial of the County Equipment addition or modification plan in writing and shall not unreasonably withhold approval. iii. All County Equipment installations shall achieve compliance with Motorola R56 grounding standards. D. Personnel and Requirements: i. The Parties will, in Exhibit C, designate a County Representative and HCE Primary Point of Contact who is authorized to act on its behalf with respect to those matters contained herein that are the functions and 3 responsibilities of the Parties. Parties may change the designation of the County Representative and HCE Primary Point of Contact in Exhibit C upon oral notice given to the other Party, confirmed promptly by written notice. ii. At any time, HCE may request a list of names of the County Representative, the Approved Emergent County Representative and County Contractors requiring possible access to the Site. iii. Any County Representative, Approved Emergent County Representative and/or County Contractor climbing towers at the Site shall be in compliance with OSHA CFR 1910 and 1926 "Tower Climbing Safety and Rescue' relating specifically to work at wireless communications sites. E. Conditions and Restrictions: i. Each Party's employees or their representatives, contractors or agents shall not add, remove, modify, adjust, alter, install, or otherwise touch the other Party's equipment or structures without expressed written consent from the other Party. ii. Each Party shall be responsible for engineering, furnishing, installing, operating, and maintaining its own equipment at the Site. iii. The County shall provide copies of all of its frequency licenses issued by the Federal Communications Commission ("FCC") authorizing operation of its radio equipment to HCE. iv. The Parties shall comply with all non-interference rules of the FCC, subject to preexisting rights and the provisions of this Section. Radio frequency interference at the Site shall be considered an immediate threat to public safety and shall be immediately resolved by the Party whose equipment is causing the interference. All costs associated with the identification of radio frequency interference shall be borne by the Party whose equipment is found to be causing the interference. v. At the Site, the Parties shall coordinate to continuously provide and maintain fire extinguishers, rated specifically for purpose of fire protection for their electronic equipment. vi. Repair of any damage to Site or equipment shall be performed by the Party that caused the damage, subject to HCE's internal maintenance standards and approval, if needed. 3. Non -Fund Obligating Document: This Agreement contains obligations of both Parties without any fiscal obligations or exchange of funds. Any endeavor involving reimbursement or contribution of funds between the Parties is not covered by this Agreement. In the event the Parties identified an incident requiring reimbursement or contribution of funds, such incident shall be addressed by separate agreement. 4 4. No Waiver: No provision of this Agreement shall be construed or interpreted as a waiver of any of the immunities, rights, benefits, protections, or other provision of the Colorado Governmental Immunity Act, C.R.S. § 24-14-141 et seq., the Colorado risk management statutes, C.R.S. § 24-34-1541, et seq., or the Federal Tort Claims Act, 28 U.S.C. 2671 et seq., as applicable, as now or hereafter amended. 5. No Third Party Beneficiary Rights: Except as otherwise stated, this Agreement shall inure to the benefit of and be binding only upon the Parties hereto and their respective successors and assigns. No third party beneficiary rights or benefits of any kind are expressly or impliedly provided herein. 5. Term of Agreement: This Agreement will become effective upon receipt of the last signature and will remain in full force and effect until terminated pursuant to the Termination procedure in paragraph 8. 7. Modification: This Agreement may not be amended or supplemented, nor may any obligations hereunder be waived, except by agreement signed by the Parties. S. Termination: The Parties may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause with thirty (30) calendar days' prior written notice to the other Party. Upon termination of this Agreement, the County shall remove County Equipment from the Site within a reasonable timeframe agreed upon by the Parties in writing at Termination. 9. Insurance: The Parties agree to provide and maintain at their sole cost and expense insurance appropriate for their use and occupancy of the Site. Each Party shall procure and maintain throughout the duration of this Agreement, a policy with limits of at least $1 million for bodily injury, $1 million for property damage, and $1 million aggregate, covering Parties' use and occupancy of the Site. Such insurance may include, but not be limited to, workers compensation insurance as required by law; automobile coverage; commercial general liability or professional liability coverage. The Parties are not entitled to workers' compensation benefits except as provided by the respective Party, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by the respective Party or some other entity. The Parties each hereby waive all rights of recovery against the other, the other's agents, employees, contractors, and representatives on account of loss and damage occasioned to such waiving party to the extent that loss or damage, is insured or is required to be insured against under any insurance policies required by this Agreement. 10. Control and Possession of Systems: Each Party shall remain in exclusive control and possession of its own equipment and this Agreement shall not be construed to grant any Party any rights of ownership, control, or possession of the other Parties' equipment, other than those which may be specifically set forth herein or in exhibits hereto. Moreover, this Agreement shall not be construed to grant the County any rights of ownership, control or possession of the Site other than permission to access the Site and store County Equipment at the Site. 11. Notices: Any notice required by this Agreement, other than the Notice Protocol detailed in paragraph 2., shall be deemed properly delivered when (A) delivered in person, (B) sent by either registered or certified United States mail postage prepaid, (C) sent by national overnight 5 delivery service, postage prepaid addressed to the other Party's respective address below, (D) sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date, time and receiving facsimile number for the transmission, or (E) when transmitted via e-mail with confirmation of receipt. Either Party may change its address for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. COUNTY: Eagle County, Colorado Attention: Mick McQuilton 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-3547 Facsimile: 970-328-3539 E -Mail: n-iick.mcquilton@eaglecounty.us Holy Cross Energy: Manuel J Gomez Holy Cross Energy P.O. Box 2150 Glenwood Springs, CO. 81602 E -Mail: mgomez@holycross.com 12. Waivers: Any waiver at any time by a Party to this Agreement of its rights with respect to a default or any other matter arising under or in connection with this Agreement shall not be deemed to be a waiver with respect to any subsequent default or matter. 13. Binding Obligations: All of the obligations set forth in this Agreement shall bind the Parties and their successors and assigns, and such obligations shall run with the Parties' rights, titles, interests, and with all of the interests of each Party to this Agreement. Eagle County shall not in any way assign this Agreement, license all or any portion of the Site, or otherwise transfer without the prior written consent of HCE. 14. Effect of Section Headings: Section heading titles appearing in this Agreement are inserted for convenience only and shall not be construed as interpretations of text. 15. Entire Agreement: This Agreement shall constitute the entire agreement between the Parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. Modification of this Agreement shall be binding only if in writing and signed by each party. 16. Severability: Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law; provided, however, if any provision of this Agreement shall be invalid or prohibited under applicable law, such provision shall be ineffective to the extent of such invalidity or prohibition without invalidating the remaining provisions of this Agreement. RI 17. Governing Law: Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 18. Uncontrollable Forces: No Party shall be considered to be in default in performance of any of its obligations under this Agreement when a failure of performance shall be due to an uncontrollable force. The term "uncontrollable force" means any cause beyond the control of the Party affected including, but not restricted to, failure or threat of failure of facilities, flood, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, labor dispute, labor or material shortage, sabotage, restraint by court order or public authority or action or non -action by, or failure to obtain the necessary authorizations or approvals from, any governmental agency or authority, which by exercise of due diligence and foresight such Party could not reasonably have been expected to avoid and which by exercise of due diligence it shall be unable to overcome. Nothing contained herein shall be construed to require a Party to settle any strike or labor dispute in which it is involved. Either Party rendered unable to fulfill any obligation under this Agreement by reason of uncontrollable force shall give prompt written notice of such fact to the other Party and shall exercise due diligence to remove such inability with all reasonable dispatch. 19. Execution by Counterparts; Electronic Signatures: This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. §§ 24-71.3-101 to 121. 7 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement. HOLY CROSS ENERGY Eagle County Government B ��a�� B Y y: Farshideh ]ahani VP, Information Technology By: 7illian Ryan. Chair Dale: 02/28/2017 Date: 03/14/2017 8 EXHIBIT A COMMUNICATION CIRCUITS LOCATION A LOCATION B CIRCUIT TYPE DESCRIPTION EQUIPMENT OWNER COMMENT Avon Beaver Creek T 1 (East) Vail DTR Site Connectivity HCE Beaver Creek Sunlight Peak T 1 Vail Console HCE Beaver Creek Sunlight Peak DSO Crown Mtn BFD Base link HCE EXHIBIT B COUNTY EQUIPMENT LIST 10 FCC LICENSE# MAKE MODEL SERIAL DESCRIPTION OWNERILICENSEE or CALL SIGN # (attach copy) Eagle County/State of WPJL925 (Eagle County Motorola Quantar Various DTRS Chans. t-6 Colorado fre s only) Motorola Quantar NA 8TAC93 rptr Eagle County WQVB758 DTRS site Motorola PSC9600 NA Eagle County controllers 2) Motorola 52500 NA BC DTRS site Eagle County router Wolcott DTRS Motorola 52500 NA Eagle County site router HP 2610-24 NA Ethernet switch Eagle County MOSCAD SDM300 Motorola NA RTUIPunchblock Eagle County 0 s IMAACS pone NA Channel Bank Eagle County 600 TX RX RX multicoupler Unknown NA Eagle County Systems (passive) Onyx S5 NA Inverter Eagle County WITD 6 -port cavity RFS NA Eagle County 862-6S combiner Intermod panel Custom Custom NA for 8TAC Eagle County repeater 9 db gain fiber Unknown Unknown NA omni antenna Eagle County (8TAC93) Microwave radio Alcatel- MDR- to King Mtn (incl. NA Eagle County WQBN304 Lucent 8706-16 antenna and waveguide) Microwave radio Alcatel- MDR- to Vail Jct (incl. NA Eagle County WPNA572 Lucent 8711-8 antenna and waveguide Dragonwa Microwave radio ,eirPair NA Eagle County State of Colorado License ve to Wolcott SHDSL modern RAD ASMI -52 NA Eagle County to Lower BC DSX cross Telect Telemix NA Eagle County connect panel 10 EXHIBIT C CONTACT INFORMATION NAME Eagle County 844 MHz Fund STREET ADDRESS 3289 Cooley Mesa Rd., Gypsum, CO 81637 (No USPS delivery to this address) MAILING ADDRESS P.O. Bax 854; Eagle, CO 81631 PRIMARY BUSINESS PHONE 970-328-3547 EMERGENCY/AFTER HOURS 970-479-2241 (VPSCC Dispatch) PHONE COUNTY REPRESENTATIVE Mick McQuilton COUNTY REPRESENTATIVE (974) 328-3547 Office (970) 987-3430 Cell PHONE NUMBER SECONDARY COUNTY Bary Smith REPRESENTATIVE SECONDARY COUNTY REPRESENTATIVE PHONE (970) 328-3545 Office (970) 471-4048 Cell NUMBER 11 NAME HOLY CROSS ENERGY STREET ADDRESS 3799 HIGHWAY 82 Robert Rittner, Network and System Specialist — Glenwood Springs GLENWOOD SPRINGS, CO 81601 Ladd Epp, Senior Network and System Administrator — Glenwood Springs P.O. BOX 2150 MAILING ADDRESS GLENWOOD SPRINGS, CO 81602 PRIMARY BUSINESS PHONE 970.945.5491 EMERGENCY/AFTER HOURS 970.945.5491 PHONE PRIMARY POINT OF CONTACT Manuel Gomez Glenwood Springs PRIMARY POINT OF CONTACT 970.947.5410 (office) PHONE NUMBER 970.948.4306 (cell) SECONDARY POINTS OF CONTACT Manuel Gomez, Senior Network and Telecom Administrator — Glenwood Springs 970.947.5410 (office) 970.948.4306 (cell) Robert Rittner, Network and System Specialist — Glenwood Springs 970.947.5520 (office) 970.819.6574 (cell) Ladd Epp, Senior Network and System Administrator — Glenwood Springs 970.947.5483 (office) 970.366.1646 (cell) 12