HomeMy WebLinkAboutbocc.con.413.2016 CONTRACT# eke
RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS ("HOCC") OF
PITKIN COUNTY, COLORADO, APPROVING A MEMORANDUM OF
UNDERSTANDING BETWEEN HOLY CROSS ENERGY AND PITKIN COUNTY
FOR A SHARED COMMUNICATIONS SITE
RESOLUTION NO. ID? ,2016
RECITALS:
L Pursuant to Section 2.8.4(Actions)of the Pitkin County I tome Rule Charter
("HRC'), all matters not required to be acted upon by ordnance or formal resolution
may be acted upon by informal resolution.
2. The County provides a public safety communications capability serving County,
state agencies and participating federal and local government entities.
3. Holy Cross Energy requires a reliable communications network in support of its
business needs, and utilizes and assists with maintenance of the statewide Digital
Trunked Radio System ("DIRS) for its two-way communications needs.
4. The County is transitioning its public safety radio system from a VHF platform to
the statewide DTRS system.
5. It is a benefit to both parties to establish cooperative relationship in the sharing of
Sites. The sharing of communication facilities may contribute to reduced costs and
may enhance communications for agencies supported by the Parties.
6. The BOCC finds that it is in the best interests of the citizens of Pitkin County to
approve this Resolution.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Pitkin County, Colorado that it approves a MEMORANDUM OF UNDERSTANDING
BETWEEN HOLY CROSS ENERGY AND PITKIN COUNTY FOR A SHARED
COMMUNICATIONS SITE and authorizes the Chair to sign on behalf of the county.
TRODUCED, READ AND ADOPTED ON THE -,44 DAY OF
d.e,n,X r 2016.
ATTEST: BOARD OF COUNTY COMMISSIONERS
ByVJ. Il .r.. ) .: _� By G"„ `� 4/
Jea tte Jones Rachel E. Richards, Chair
Dep fly County Clerk
Date:
APPROVED AS TO FORM: MANAGER APPROVAL
John Ely, Co Jon Peacock, County Manager
2
CONTRACT M1113 ;1d/t
MEMORANDUM OF UNDERSTANDING
BETWEEN
HOLY CROSS ENERGY
And
PITKIN COUNTY COLORADO
For
SHARED COMMUNICATIONS SITE
1. Memorandum of Understanding(MOU):
This Memorandum of Understanding("MOU") is entered into this 19th day of
December, 2016, 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.O. Box 2150, Glenwood Springs, CO, 81602 ("HCE") and the Pitkin County, whose
address is 485 Rio Grande PI, Aspen, CO 81611, ("County") and collectively referred
to as the Parties.
2. Purpose and Documents Included:
The Parties have entered into this MOU to permit access to share their radio
communications sites ("Sites")as described in Appendix A as part of this MOU for
the benefit of public safety first responders.
This MOU includes the following attachments and exhibits, which are specifically
incorporated herein and made a part of this Agreement.
Appendix A—Communication Site Locations
Appendix B—Equipment List
Appendix C—Contact Information
3. Statement of Mutual Interests and Benefits:
The County provides a public safety communications capability serving County, state
agencies and participating federal and local government entities.
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.
This MOU is designed to establish cooperative relationships in the sharing of Sites.
The sharing of communication facilities may contribute to reduced costs and may
enhance communications for agencies supported by the Parties.
4. Cooperators Agree:
4.1 Pre-authorized access to the Sites shall be granted according to the following
procedures:
a) Each Site owner will allow the other Party technical staff access
on an as needed basis to Sites through coordination with Site
owner's technical staff
4.2 The Parties employees or their representatives, contractors or agents shall not
add, remove, modify, adjust, alter, install, or otherwise touch appliances,
structures without expressed written consent from Site owners.
4.3 Each Party shall be responsible for engineering, furnishing, installing,
operating, and maintaining the necessary equipment within its own system.
4.4 HCE retains the exclusive right at any juncture to expand, install,and modify
any HCE asset for the exclusive use of HCE with 30 days notice to the County
regarding associated impact to County public safety communications assets at
HCE owned Sites.
Similarly, County retains the exclusive right at any juncture to expand, install,
and modify any County asset for the exclusive use of County with 30 days
notice to HCE regarding associated impact to HCE communications assets at
County owned Sites.
4.5 The Parties agree to provide networks to support DTRS network connectivity
for the Sites, see Appendix A.
4.6 The Parties employees, its representatives, contractors or agents plans to add,
remove, modify, adjust, alter, install or otherwise make changes to any
equipment at the other Party's Sites shall be submitted in writing to the
primary point of contact for the other Party for review, and subsequent
approval or denial. 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) Equipment additions or modifications deemed to be emergent in
nature, or otherwise a threat to public safety shall be given
elevated priority for review and approval or denial.
b) All equipment installations shall meet or exceed compliance
with Motorola R56 grounding standards as well as the Parties'
standards.
4.7 Each Party reserves the right to oversee and/or monitor their own site projects
at the Site.
a) Each Party's projects approved by the other Party will be
scheduled for install or modification according to the Parties
availability.
b) Equipment additions or modifications deemed to be emergent in
nature, or otherwise a threat to public safety shall be given
elevated priority for scheduling.
4.8 Each Parties technical and engineering staff instructed and certified for tower
climbing will be granted permission by the Parties to climb the Site tower,
providing:
a) All tower climbing performed by the Party's employees or
representatives, contractors or agents will be in compliance with
OSHA CFR 1910 and 1926 "Tower Climbing Safety and
Rescue"relating specifically to work at wireless
communications sites.
4.9 Each Parties agrees to provide copies of all frequency licenses issued by the
National Telecommunications and Information Administration("NTIA") or
the Federal Communications Commission ("FCC") authorizing operation of
their radio equipment at the Site.
4.10 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 caused or created by radio equipment owned, operated or
maintained by the Parties 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.
4.11 Each Party shall notify the other Party 24 hours in advance, if possible,prior to
entering the Site. It is understood the possibility of unforeseen circumstances
creating a public safety emergency may preclude the ability to provide the
requested 24-hour notice and immediate access to the Site may be requested
and subsequently granted. The Parties shall provide each other with a 24-hour
contact number for such notifications.
4.12 The Parties shall not be required to pay any cash payment for the tower space
and building space provided by the Parties at the Sites. The Parties
acknowledges that they provide other good and adequate consideration through
the shared use of the equipment hosted at the Site.
4.13 The Parties may request a list of names of employees, representatives,
contractors or agents requiring possible access to the Sites.
4.14 The Parties employees, representatives or agents will not knowingly permit
any unauthorized individual access to the Site.
4.15 The Parties shall continuously provide and maintain fire extinguishers, rated
specifically for purpose of fire protection for their electronic equipment, within
the confines of their own equipment building.
5. Special Terms and Considerations:
5.1 The Parties represent and agree that, subject to the provisions of this MOU,
they shall be entitled to reasonable access to the Sites at all times and to the use
of the Sites throughout the term of this MOU, provided that the Parties are not
then in default under this MOU. In the event of any emergency situation that
poses an immediate threat of substantial harm or damage to persons and/or
property that requires entry on the Sites, the Parties may take such actions as
are required to protect individuals or personal property from such immediate
threat of substantial harm or damage where their equipment is affected,
provided that promptly after that emergency entry onto the Sites,Parties shall
give notice of such action taken. In addition,the Parties shall have the right at
any time, to inspect the other Party's equipment.
5.2 Any change by the Parties to the tower, tower space, building or building space
during the terns of this MOU where other Parties equipment is affected,
including, but not limited to, replacement of the tower, request to move the
equipment on the tower, replacement of the building or request to move the
equipment in the building will be preceded by written notice to the affected the
Party. Any changes by the Parties shall meet the requirements of Section 4 in
this document.
5.3 When activity by the Parties 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.
5.4 NON-FUND OBLIGATING DOCUMENT. This instrument is neither a fiscal
nor a funds obligation document. Any endeavor involving reimbursement or
contribution of funds between the Parties to this instrument will be handled in
accordance with applicable laws, regulations, and procedures including those
for Goverment/County/municipality procurement and printing.
5.5 No provision of this MOU 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, CRS §24-10-101 et seq., the Colorado
risk management statures, CRS §24-230.1501, ct seq., or the Federal Tort
Claims Act,28 U.S.C. 2671 et seq., as applicable, as now or hereafter
amended.
6. No Third Party Beneficiary Rights:
Except as otherwise stated, this MOU 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.
7. Terms of MOU:
This MOU will become effective upon receipt of the last signature and will remain in
force until terminated upon one hundred and eighty(180) days written notice to the
other Party of the intent to terminate. Any participant may propose changes to this
MOU during its term. Such changes will he in the form of an amendment and will
become effective upon signature by all participants.
8. Authorized Representatives of The Parties:
8.1 The Parties will, in Appendix C, designate a representative who is authorized to
act on its behalf with respect to those matters contained herein that are the
functions and responsibilities of the authorized representatives of the Parties.
Parties may change the designation of their authorized representative upon oral
notice given to the other Party, confirmed promptly by written notice.
8.2 The Parties will, in Appendix C, designate a representative who is authorized to
act on its behalf with respect to those matters contained herein that are the
functions and responsibilities of the authorized representatives of each Party.
The Parties may change the designation of its authorized representative upon
oral notice given to the other Party, confirmed promptly by written notice.
8.3 The authorized representatives of Parties shall not have the authority to change
any of the terms or conditions of this MOU. Notices, questions, request to do the
work etc. is directed. Any change to the MOU would start with the authorized
representatives, then move on to the appropriate personnel.
9. Insurance:
9.1 Each Party shall procure and maintain throughout the duration of this MOU, a
public liability policy with limits of at least$1 million for bodily injury, $1
million for property damage, and$1 million aggregate, covering the Parties' use
and occupancy of the Site. 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 MOU.
9.2 Each Party's liability for any claim shall be limited to its financial interest in the
Site. Furthermore, in no event shall either Party be liable to the other for
consequential or punitive damages and the Parties waive any right of it or its
assigns or successors to obtain consequential damages.
10. Control and Possession of Systems:
Each Party shall remain in exclusive control and possession of its own
telecommunications system and equipment and this MOU shall not be construed to
grant any Party any rights of ownership, control, or possession of the other Party's
systems or equipment, other than those which may be specifically set forth herein or in
exhibits hereto.
11. Non-dedication of Equipment:
The Parties do not intend to dedicate, and nothing in this MOU shall be construed as
constituting a dedication by any Party of its rights, or equipment, or any part thereof,
to the other Party or any customer or member of the other Party.
12. Uncontrollable Forces:
No Party shall be considered to be in default in performance of any of its obligations
under this MOU 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 MOU 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.
13. Notices:
Any notice, demand or request pursuant to this MOU herein shall be in writing and
shall be considered properly given when delivered in person, sent by either registered
or certified mail, or sent by national overnight delivery service, postage prepaid
addressed to the other Partys principal offices. Electronic delivery of notices shall also
be deemed sufficient and considered delivered upon receipt of confirmation of delivery
on the part of the sender.
Notices to Pitkin County shall be sent to contact designated in Appendix C, Pitkin
County,485 Rio Grande PI, Aspen, CO 81611.
Notices to HCE shall be sent to contact designated in Appendix C, Holy Cross Energy,
3799 Highway 82; P.O. Box 2150; Glenwood Springs, CO. 81602.
14. Waivers:
Any waiver at any time by a Party to this MOU of its rights with respect to a default or
any other matter arising under or in connection with this MOU shall not be deemed to
be a waiver with respect to any subsequent default or matter.
15. Binding Obligations:
All of the obligations set forth in this MOU 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 MOU.
A Party shall not in any way assign this MOU, license all or any portion of the Site, or
otherwise transfer without the prior written consent of the other Party.
16. Hold Harmless:
To the extent permitted by law, each Party hereby agrees to indemnify, hold harmless,
protect, and defend the other Party and their agents, employees, representatives and
contractors from and against any and all claims, causes of action, liabilities, losses,
costs,damages, whether foreseeable or unforeseeable, arising out of or related to any
act, omission or neglect of a Party or its agents, employees, representatives and
contractors, or arising from or related to its use of or activities on or about the Sites
(including, without limitation, any claims related to radio or electromagnetic fields,
radiation or emissions created by the Facility). The provisions of this Section shall
survive the termination, cancellation or expiration of this MOU.
17. Effect of Section Headings:
Section heading titles appearing in this MOU are inserted for convenience only and
shall not be construed as interpretations of text.
18. Governing Law:
This MOU shall be construed and interpreted in accordance with the Federal laws and
laws of the State of Colorado.
IN WITNESS WHEREOF, the Parties hereto have executed this MEMORANDUM of
UNDERSTANDING
HOLY CROSS ENERGY Pitkin
County OF COLORADO
aBy: (jC�
By: &Lei M. Gwsletf-
By: c Date: _ / ' 2/ 26/G
Authorized Signatory
Farshideh Jahani VP, information Technology
Name(Print) Title(Print)
Appendix A
COMMUNICATION CIRCUITS
LOCATION A LOCATION B CIRCUIT TYPE DESCRIPTION OWNER COMMENT
HCE Ajax HCE TI Ajax DTR Site Holy Cross Energy SN-I I
Sunlight Connectivity
HCE Ajax HCE Crown DTR Site
TI Holy Cross Energy SP3-14
Sunlight Connectivity
HCE Ajax HCC T1 Pitkin County Holy Cross Energy SP3-8
Sunlight DSU
Appendix B
AUTHORIZED SITE/EQUIPMENT LIST
FCC LOCATION/
LICENSE# OWNERSHIP
SERIAL DESCRIPTI OWNER/LICENS
MAKE MODEL ON EE or CALL
SIGN
(attach copy)
874- 900MHz Pitkin County
Frecwave FGR-Plus7920 Unlicensed Red Mountain/
Radio HCE
Motorola Quantal- Pitkin SRU HCE Sunlight/
Pitkin County
Exalt FxtendAir Microwave HCE Ajax/
G2 ODU Pitkin County
Appendix C
CONTACT INFORMATION
This completed Appendix may fulfill requirements for submission of names of employees,
representatives, contractors or agents requiring possible access to Sites.
NAME PITKIN COUNTY
STREET ADDRESS 485 RIO GRANDE PL
ASPEN, CO 81611
MAILING ADDRESS 485 RIO GRANDE PL
ASPEN, CO 81611
PRIMARY BUSINESS PHONE 970.429.6114
EMERGENCY/AFTER HOURS 970.618.7940
PHONE
PRIMARY POINT OF CONTACT Jeff Krueger
Aspen, CO
PRIMARY POINT OF CONTACT 970.618.7940 (cell)
PHONE NUMBER
SECONDARY POINT OF CONTACT Jeff Goelz
Aspen, CO
SECONDARY POINT OF CONTACT 970.456.9925 (cell)
PHONE NUMBER
EMPLOYEE NAME/TITLE
Jeff Goelz, Radio Technician 970.456.9925 (cell)
Drew Petersen,Project Engineer 970.319.1426(cell)
Jeff Krueger, Communications Manager 970.429.61 14 (office)
970.618.7940(cell)
NAME HOLY CROSS ENERGY
STREET ADDRESS 3799 HIGHWAY 82
GLENWOOD SPRINGS, CO 81601
MAILING ADDRESS P.O. BOX 2150
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 POINT OF CONTACT
SECONDARY POINT OF CONTACT
PHONE NUMBER
EMPLOYEE NAME/TITLE
Manuel Gomez, Senior Network and Telecom 970.947.5410 (office)
Administrator—Glenwood Springs 970.948.4306 (cell)
Robert Rittncr, Network and System Specialist— 970.947.5520 (office)
Glenwood Springs 970.819.6574 (cell)
Ladd Epp, Senior Network and System 970.947.5483 (office)
Administrator—Glenwood Springs 970.366.1646 (cell)