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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.
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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.
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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