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HomeMy WebLinkAbout2008-16 IGA with CDOT regarding a Fiber and Intelligent Transportation System Equipment Installation on Interstate 70 and Responsibilities of both PartiesRESOLUTION NO. 16 Series of 2008 A RESOLUTION APPROVING AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE TOWN OF VAIL, COLORADO AND THE COLORADO DEPARTMENT OF TRANSPORTATION REGARDING A FIBER AND INTELLIGENT TRANSPORTATION SYSTEM EQUIPMENT INSTALLATION ON INTERSTATE 70 AND RESPONSIBILITIES OF BOTH PARTIES; AND SETTING FORTH DETAILS IN REGARD THERETO. WHEREAS, the Town of Vail (the "Town"), in the County of Eagle and State of Colorado is a home rule municipal corporation duly organized and existing under the laws of the State of Colorado and the Town Charter (the Charter"); and WHEREAS, the members of the Town Council of the Town (the "Council") have been duly elected and qualified; and WHEREAS, as part of the Interstate 70 (I-70) West Corridor Management Project, which was completed in 2006, Colorado Department of Transportation CDOT) deployed a fiber optic backbone communications network from Denver west through the Eisenhower Johnson Memorial Tunnels to the Frisco Exit. This completed a permanent Center-to-Center C2C) connection befinreen the Colorado Transportation Management Center (CTMC), which is located in Golden, and the Eisenhower Johnson Tunnel Management Center. CDOT also installed necessary computer and networking equipment to operate its fiber optic network, and to communicate with and control Intelligent Transportation System ITS) devices such as cameras, dynamic message signs, weather stations, travel time/speed indicators, etc., from the CTMC.; and WHEREAS, CDOT is currently continuing with the deployment of the fiber optic communications backbone from the Frisco exit (approximate Mile Point 199) to the west side of Vail Pass (approximate Mile Point 182); and WHEREAS, the Town's desire to upgrade local communications along a segment of I-70 from the referenced end point on the west side of Vail Pass approximate Mile Point 182) to the West Vail Interchange (approximate Mile Point 173) which would extend the Project an additional nine (9) miles to the west. This additional nine (9) mile segment shall be referred to in this Agreement as "the Project Extension". The actual project length of the Project Extension will be as determined by the amount of funding the Town is able to secure, however the Project Extension shall be at least to Mile Point 177. NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO THAT: Resolution No. 16, Series 2008 Section 1. The Council hereby approves the IGA and authorizes the Town Manager to execute the IGA on behalf of the Town, in substantially the same form as attached hereto as Exhibit A and in a form approved by the Town Attorney. Section 2. Approval of this resolution is expressly conditioned upon Eagle County, Colorado government reimbursing the Town its pro rata share for the cost of the number of fiber strands which the County obtains through the Town's agreement with CDOT. Section 3. This resolution shall take effect immediately upon its passage. INTRODUCED, READ, APPROVED AND ADOPTED this 19th day of August, 2008. Richard Clevela 1~Town Mayor ATT T: orel i Donal son, To Clerk Resolution No. 16, Series 2008 INTERGOVERNMENTAL AGREEMENT REGARDING A FIBER AND INTELLIGENT TRANSPORTATION SYSTEM EQUIPMENT INSTALLATION ON INTERSTATE 70 AND RESPONSIBILITIES OF BOTH PARTIES THERETO THIS AGREEMENT is made this day of 2008, by and between the STATE OF COLORADO DEPARTMENT OF TRANSPORTATION, hereinafter referred to as CDOT, and the TOWN OF VAIL, a Colorado municipal corporation, hereinafter referred to as the "Town". CDOT and the Town also may be hereinafter referred to individually as the "Party" or jointly as the Parties". I. FACTUAL RECITALS 1. The CDOT Intelligent Transportation System (ITS) Strategic Plan identifies deployment of ITS enabling infrastructure and statewide traveler information systems as fundamental strategic goals. ITS enabling infrastructure is defined as improving and enhancing the functionality of the CDOT Transportation Management Centers and ensuring integration among them, deployment of fiber optic backbone communications and related equipment and connection of existing and deployed devices to the fiber optic backbone. 2. Interstate highways and freeways serve the highest volumes of traffic and carry a significant portion of the longer intraregional and interregional trips. Interstate highways and freeways are affected by many of the critical transportation problems that have been identified in Colorado including; reoccurring and increasing congestion, adverse weather, incidents, event venues and activity centers, major construction, and daily construction and maintenance activities. Implementation of real-time data collection and travel information dissemination elements combined with high-speed communications facilities will provide transportation facilities managers with timely information on current conditions and better tools for controlling flow and managing construction, weather and accident incidents, and special events. 3. As part of the Interstate 70 (I-70) West Corridor Management Project, which was completed in 2006, CDOT deployed a fiber optic backbone communications network from Denver west through the Eisenhower Johnson Memorial Tunnels to the Frisco Exit. This completed a permanent Center- to-Center (C2C) connection between the Colorado Transportation 1Vlanagement Center (CTMC), which is located in Golden, and the Eisenhower Johnson Tunnel Management Center. CDOT also 1 installed necessary computer and networking equipment to operate its fiber optic network, and to communicate with and control ITS devices such as cameras, dynamic message signs, weather stations, travel time/speed indicators, etc., from the CTMC. This, in conjunction with connection of existing and future ITS devices in the corridor, significantly expands, enhances and improves traveler information, incident response, traffic management systems and pass management technologies within the I-70 corridor. 4. CDOT is currently continuing with the deployment of the fiber optic communications backbone from the Frisco exit (approximate Mile Point 199) to the west side of Vail Pass (approximate Mile Point 182), and to perform this deployment has established CDOT Project CM 0702-274 16272 the Project". In conjunction with this Project deployment, the Town approached CDOT regarding the Town's desire to upgrade local communications along a segment of I-70 from the referenced end point on the west side of Vail Pass (approximate Mile Point 182) to the West Vail Interchange approximate Mile Point 173) - a distance of approximately nine (9) miles, which would extend the Project an additional nine (9) miles to the west. This additional nine (9) mile segment shall be referred to in this Agreement as "the Project Extension". The actual project length of the Project Extension will be as detertnined by the amount of funding the Town is able to secure, however the Project Extension shall be at least to the Vail Interchange (approximate Mile Point 176). 5. CDOT and the Town believe that both Parties will receive significant benefit from this Project Extension to implement an additional nine miles of communications and ITS infrastructure extending to the West Vail interchange. Furthermore, CDOT and the Town desire to enter into this partnership pursuant to Sections 29-1-203 C.R.S., as amended, in order to cooperate and to jointly accomplish activities that, although could be performed separately by each Party, will maacimize limited public resources and provide enhanced benefit, functionality and economy of scale to each Party, and will accomplish the Project Extension in an effective and efficient manner. 6. CDOT and the Town recognize and agree that there are certain general agreed upon construction processes and procedures, which are necessary with respect to the division of roles and responsibilities for accomplishing the Project Extension. Such general processes and procedures and roles and responsibilities are identified in the following Sections of this Agreement. 2 7. This Agreement is executed by CDOT under the authority of Sections 29-1-203, 43-1-105, and 43- 1-116 C.R.S., as amended, and by the Town under the authority of the Town Resolution attached hereto as Appendix A. NOW, THEREFORE, it is hereby agreed that, II. GENERAL PROVISIONS 1. The implementation and deployment activities identified in this Agreement will take place without monetary exchange between the primary Parties. 2. Within the Project Extension limits the fiber optic infrastructure including, but not limited to, conduit, Fiber Optic Backbone, Lateral Fiber Optic Cable and the Lateral Fiber Optic Cable from the Fiber Optic Backbone to the Town Communications Center, manholes, pull boxes, connectors and ancillary hardware directly related to fiber optic installation and function and three (3) CCTV cameras shall be referred to in this Agreement as "the CDOT Facility". 3. Within the Project limits from Mile Point 190 to Mile Point 182 and within the entire Project Extension limits one (1) buffer tube consisting of twelve (12) fiber strands, pull boxes, connectors and ancillary hardware directly related to fiber optic installation and function shall be refereed to in this Agreement as "the Town Facility". 4. Upon Project completion, which shall be defined as acceptance of the Project Extension by the CDOT Project Engineer, the Town shall transfer ownership to CDOT, without any cost at all to CDOT, all infrastructure included in the CDOT Facility. This signed Agreement, together with CDOT acceptance of the Project Extension, shall serve as the Town's grant of ownership to CDOT. In addition, as part of this Agreement, and upon Project completion, the Town shall assign all of its rights to and in the CDOT Facility to CDOT. 5. Each Party recognizes and acknowledges that, from time to time, due to highway and/or transportation projects in the CDOT Right-of-Way (CDOT ROW), it may become necessary to relocate either a portion, or all, of the infrastructure installed as part of the Project and the Project Extension. Each Party agrees that should such relocation become necessary, the respective party shall be solely responsible for any and a11 duties and costs associated with the relocation of its 3 respective Facility. 6. Each Party recognizes and acknowledges that the use of its respective Facility is only for governmental purposes in accordance with the terms and conditions of this Agreement. Each Party agrees that it shall not enter into any separate or subsequent agreement to provide infrastructure, services or access to its respective Facility to any private sector or for profit entity. Furthermore, the Town and CDOT agree to the following: a. The Town agrees to not utilize the Town Facility installed by the Project and the Project Extension within CDOT ROW for the purpose of providing commercial telecommunications services. b. CDOT understands that the Town may desire to negotiate lease agreements that grant the right to pass data over the Town Facility with public sector agencies for purposes of reducing costs and partnering with such public sector agencies. CDOT hereby consents to such leases agreements and will make a good faith effort not to infringe on any lease agreement between the Town and the public sector agency provided that; prior to the Town entering into any lease agreement with any of the public sector agencies, the Town shall execute a written agreement with such public agency that requires that such public sector agency, and to which such public agency agrees, to be bound by all applicable terms and conditions in this Agreement. CDOT reserves the right to review such agreements and the Town agrees to make any and all agreement(s) available upon CDOT's request. III. ITS INFRASTRUCTURE DEFINITIONS The following definitions pertain to the ITS infrastructure and equipment installed or planned to be installed in the Proj ect Extension. a. Camera Cameleon software - A software application that specifically provides command and control functionality for the Panasonic Closed Circuit Television (CCTV) network. CDOT procured a statewide license and maintains the annual maintenance agreement with the vendor. b. CCTV - Closed Circuit Television Camera, with the circuit being defined as the fiber optic ring. This device allows jurisdictions to view the roadway network conditions near the locations of deployment. 4 c. Colorado Transportation Management System (CTMS) software - The CTMS software is used to operate and control the CDOT dynamic message signs (DMS). d. Fiber Optic Backbone - Fiber optic cable installed on Interstate Highway right-of-way for the purposes of providing a high-speed communications infrastructure in the I-70 corridor, and in order to connect equipment and field devices, to collect and disseminate traveler information, and for command and control of the equipment and field devices. e. Fiber Optic Ring - The combination of the Fiber Optic backbone and the Lateral Fiber Optic cable deployed to provide system connectivity. f. JMUX - Electronic end device that allows data to be shared across jurisdictions and transmitted to and from cities, counties, towns, CDOT and other agencies along the Fiber Optic Ring. g. Lateral Fiber Optic Cable - Single mode fiber optic cable, usually 6, 12 or 24 strands, that physically connects a field device or control center facility to the Fiber Optic backbone. The Lateral Fiber Optic Cable is located both on CDOT ROW and on the Town Right-of-Way Town ROVV). IV. ROLES AND RESPONSIBILITIES OF CDOT With respect to the Project Extension, CDOT sha11 perform, and shall be responsible for, the following functions: a. Prepare Project Extension construction plans "the Plans" and specifications for the proposed fiber optic network (Fiber Optic Backbone and Lateral Fiber Optic Cable) from the previous Project end point on the west side of Vail Pass (approximate Mile Point 182) to the West Vail Interchange (approximate Mile Point 173). b. Provide oversight and inspection of the Project Extension construction work, records, and all other related activities to ensure that all applicable federal and state statutes, regulations, standards, plans, specifications and procedures are satisfied. Also, provide technical assistance, if necessary, to help the Town to reconcile contractor billings and payments, for which the 5 Town is solely responsible, to ensure that such billings and payments are accurate and complete. c. Furnish three (3) CCTV cameras to the Town for deployment by the Town forces within the Town jurisdictional limits. Specific placement of the three CCTV cameras shall be mutually agreed to between the parties. CDOT shall provide power for the CCTV cameras as long as this Agreement is in existence. Although the CCTV cameras shall be installed and initially maintained by the Town, CDOT will take over maintenance of these CCTV cameras after the CDOT Facility installed and accepted by the CDOT Proj ect Engineer and the CCTV cameras are connected thereto. d. Provide the Town, within the Project and the Project Extension limits, one (1) buffer tube within the Fiber Optic Backbone consisting of twelve (12) fiber optic strands. T'he referenced buffer tube shall be owned by the Town and considered reserved for the use of the Town as long as this Agreement is in existence.. e. Maintain the Fiber Optic Backbone and Lateral Fiber Optic Cables as long as this Agreement is in existence, including those Lateral Fiber Optic Cables on the Town ROW, except that maintenance of the Lateral Fiber Optic Cable shall tertninate at the point where the Cable enters the Town Communications Center. In the case of intentional or unintentional damage to the Fiber Optic Backbone or Lateral Fiber Optic Cables created by a third party, CDOT reserves the right to back-charge the responsible parties for the cost of repairs. f. Provide the Town hard-copy red-line format, as-built drawings of the constructed area. upon completion and acceptance by the CDOT Project Engineer of the Project Extension. g. Provide CTMS software client to the Town so that the Town can view messages on the CDOT DMS along the I-70 corridor. Sign changes using the software provided shall not be allowed. h. Provide Camera Cameleon software, which is part of the CDOT's statewide license, to the Town to use the software for the purpose of viewing the CCTV cameras. i. Grant the Town the non-exclusive right to access the existing and future CDOT CCTV camera video network on the I-70 corridor from Denver International Airport to Grand Junction, and 6 ancillary data that is available at the CTMC. Also, grant to the Town the right to secondary control of the aforementioned CDOT CCTV camera network provided that the Town complies with Section V.h. below. CDOT shall notify the Town representative identified in Section XII. CONTACTS within ten (10) days of any changes to the Colorado Department of Transportation Video Usage Guidelines and the Colorado Department of Transportation Non- Permitted and Unauthorized Use of Digital Content Provisions. Such amended Guidelines and Provisions shall be provided to the Town and attached to this Agreement, but shall not constitute an amendment to this Agreement as identified in Section XIII. 5. (Modification of Terms and Conditions). j. Allow the Town to access other CDOT CCTV camera video images and/or data that is available at the CTMC provided that: 1), the Town request such access and 2), that CDOT determines that such access does not negatively impact the cotrip.org web servers or require additional equipment and/or software. V. ROLES AND RESPONSIBILITIES OF THE TOWN With respect to the Project Extension, the Town shall perform, and shall be responsible for, the following functions: a. Construct the fiber optic network (Fiber Optic Backbone and Lateral Fiber Optic Cable) from the referenced end point on the west side of Vail Pass (approximate Mile Point 182) to the West Vail Interchange (approximate Mile Point 173) or as far as the funding allows within the designated mile points, but at least to the Vail Interchange (approximate Mile Point 177). Construct a Lateral Fiber Optic Cable line extending from the I-70 Fiber Optic Backbone to the Town Communications Center, located in the Town of Vail. Construct, within the Project and Project Extension limits, manholes and/or pull boxes along the Fiber Optic Backbone and Lateral Fiber Optic Cable at selected locations as depicted in the Plans to provide the Town with access to its buffer tube, allow for the plug-in of field devices and maintenance of the Town Facility. No access to the CDOT-Facility shall be available from the Town pull boxes, which will generally be placed adjacent to a CDOT pull boxes/manhole. Perform all applicable construction related activities within the Project and Project Extension limits in accordance with the Plans, CDOT standards and specifications, project schedules and permit requirements Also, manage all contractor billings and ensure that payments are remitted in a timely manner in accordance with the Town's accounting procedures. In addition, coordinate a11 construction 7 related activities with the CDOT Proj ect Engineer to ensure that such construction activities are coordinated with other CDOT related projects that may be occurring at the same time. b. Install three (3) CCTV cameras provided by CDOT at agreed-to locations within the Town jurisdictional limits. Maintenance of the CCTV cameras shall be the responsibility of the Town until the Fiber Optic Backbone is installed and accepted by the CDOT Project Engineer and the CCTV cameras connected thereto, at which time responsibility for maintenance of same shall revert to CDOT. c. Install miscellaneous additional Town-owned ITS and communications equipment as may be required for the Town use. Such equipment may include, but is not limited to, communications repeaters and additional CCTV cameras. Referenced miscellaneous equipment shall be owned and maintained by the Town, including all such equipment installed on CDOT ROW. Prior to the installation of such equipment, the Town shall contact the CDOT representative identified in Section XII. CONTACTS and shall obtain, and comply with, the appropriate CDOT Region perxnit(s). d. Prior to construction within the Project and Project Extension limits, apply for and obtain a CDOT Region 1 Utility Pernut, which authorizes construction of the project, and comply with all applicable provisions, terms and conditions of the CDOT Region 1 Utility Permit, and any and all other federal, state and/or local pernuts that may be necessary. The CDOT Region 1 Utility Permit addresses, but is not limited to, the following requirements: insurance and bonding during construction, traffic control, worker safety, general construction provisions, environmental provisions, facility relocation procedures, maintenance roles and responsibilities, access to facilities, etc. e. Apply for and obtain an annual CDOT Region 1 Utility Pernut and comply with all applicable provisions, terms and conditions of the annual CDOT Region 1 Utility Permit in order to perform maintenance activities on the Town Facility infrastructure and devices located along I- 70. f. Use the CTMS software client solely for the purpose to view messages on the CDOT DMS along the I-70 corridor. The Town shall not use the CTMS software client to place or change messages on any CDOT DMS. 8 g. Use Camera Cameleon software solely for the purpose of viewing the CCTV cameras. h. Comply with the Colorado Department of Transportation Video Usage Guidelines, attached hereto as Apuendig B, and the Colorado Department of Transportation Non-Permitted and Unauthorized Use of Digital Content Provisions, attached hereto as Appendix C. CDOT may revise, modify and/or change Appendix B and Appendix C from time to time. The Town shall be bound by the terms of such Appendix B and Annendix C upon notice. Should the Town desire to allow a public entity to connect to the Town Facility thereby providing video sharing capabilities to the public entity, the Town shall request written permission of, and acquire approval from, the CDOT representative identified in Section XII. (CONTACTS) prior to allowing such connection. Such approval shall not be unreasonably withheld, however the Town acknowledges and agrees that CDOT, in its sole discretion, shall determine whether to approve or reject such request from the Town. The Town request and CDOT determination (correspondence) shall be attached to this Agreement, but shall not constitute an amendment to the Agreement as is identified in Section XIII.S. (Modification of Terms and Conditions). The Town shall not receive any compensation from the public entity or require the public entity to remunerate the Town in any way, shape or form for the video images, but shall require that the public entity shall not sale, lease, rent, assign and/or transfer the video images to any other public or private entity. If CDOT approves such request, the Town shall, prior to allowing such connection, execute a written agreement that requires the public entity, and to which the same public entity shall agree, to be bound by all applicable terms and conditions in this Agreement and to comply with the Colorado Department of Transportation Video Usage Guidelines and the Colorado Department of Transportation Non-Permitted and Unauthorized Use of Digital Content Provisions in the same manner and to the same extent as the Town. The executed agreement between the Town and the public entity shall be attached to this Agreement. VI. OWNERSHIP OF CDOT INFRASTRUCTURE With respect to the Project Extension, the following items shall be solely owned by CDOT. a. All fiber optic infrastructure including, but not limited to, conduit, Fiber Optic Backbone, Lateral Fiber Optic Cable including Lateral Fiber Optic Cable from the Fiber Optic Backbone to the Town Communications Center, manholes, pull boxes, connectors and ancillary hardware 9 directly related to fiber optic installation and function and three (3) CCTV cameras, which is referred to in this Agreement as "the CDOT Facility". Following completion of the Project Extension, which is defined as acceptance by the CDOT Project Engineer, the Town shall assign all of its rights to and in the CDOT Facility to CDOT. b. Future TTS field devices along the I-70 corridor, which CDOT directly connects to the CDOT Facility. VII. OWNERSHII' OF THE TOWN INFRASTRUCTURE With respect to the Project and Project Extension, the following items shall be solely owned by the Town. a. Within the Project limits from Mile Point 190 to Mile Point 182 and within the entire Project Extension limits one (1) buffer tube consisting of twelve (12) fiber strands, pull boxes, connectors and ancillary hardware directly related to fiber optic installation and function sha11 be refereed to in this Agreement as "the Town Facility". b JMUX equipment in the Town Communications Center to interface with the Fiber Optic Backbone. c. Additional Town-owned IT'S and communications equipment as may be required for the Town use. Such equipment may include, but is not limited to, communications repeaters and additional CCTV cameras. Referenced miscellaneous equipment shall be owned and maintained by the Town, including all such equipment installed on CDOT ROW. VIII. MAINTENANCE OF THE PROJECT Each Party agrees to the following maintenance provisions of its respective Facility within the Project and Project Extension limits for the entire term of this Agreement: 1. Permittin~: The Town is required to obtain a CDOT Region pernut(s) to perform maintenance of Town Facility on CDOT right-of-way as long as this Agreement is in existence; and is also required to obtain a CDOT Region permit(s) when new Town-owned equipment is to be installed. 10 2. Routine Preventative Maintenance: Each Party shall be solely responsible, and at each Party's sole discretion, to perform routine preventative maintenance on its respective Facility within the Project and Project Extension limits in accordance with each Party's maintenance procedures, processes, practices and protocols. Each Party shall perform all necessary routine preventative maintenance at its own expense and shall not seek reimbursement from the other Party for any and all cost associated with routine preventative maintenance performed by the Party on its respective Facility. 3. Emergencv and Extraordinarv Reuairs: a. Each Party shall be solely. responsible, and at each Party's sole discretion, to perform emergency and extraordinary repairs on its respective Facility within the Project and Project Extension limits in accordance with each Party's repair procedures, processes, practices and protocols. For purposes of this Section, emergency and extraordinary repairs shall mean repairs required as a result of complete failure of the Party's respective Facility and/or natural or man- made disasters. Each Party shall perform all necessary emergency and extraordinary repairs solely at it own expense and shall not seek reimbursement from the other Party for any and all cost associated with emergency and extraordinary repairs performed by the Party on its respective Facility. b. As used in this Section, "Disaster" means an occurrence causing widespread damage to, or a total failure of, the Party's respective Facility. 4. Notification: Each Party performing routine preventative maintenance as identified item 2 above in this same Section, except for emergency and extraordinary related repairs identified in item 3 above in this same Section, shall give the other Party reasonable notice of the nature, location and duration of the Work, not to be less than three (3) working days prior to the commencement of Work. Notification shall be to the representatives identified in Section XII (CONTACTS) and shall be acceptable in the form of email. Each Party perfornung emergency and extraordinary repairs identified in item 3 above in this same Section shall give the other Party notification as soon as is reasonably and practically possible, and to the greatest extent, while such emergency and extraordinary repair is in progress. Notification shall be to the representatives identified in Section XII (CONTACTS) and shall be acceptable in the form of telephone and/or email. 11 5. Revision of Maintenance Provisions: These maintenance provisions may be revised, provided that each Party approves of such changes in the form of a written amendment to this Agreement. Such approval shall be signed by appropriate representative(s) of the Town and by the CDOT ITS Branch Manager. 6. Entering Other Partv's Facilitv: For safety and security reasons pertaining to each Party's respective Facility, neither Party, including but not limited to, its employees, contractors, subcontractors, agents, entities, etc. shall enter the other Party's Facility without receiving written permission, which shall be acceptable in the form of email from the Party's representative identified in Section XII (CONTACTS), except in order to perform emergency and extraordinary repairs identified in item 3 above in this same Section and in accordance with the notification provision pertaining to emergency and extraordinary repairs identified in item 4 above in this same Section. 7. Lea 'nia Area of Maintenance and Repair in Good Condition: Each Party shall, with respect to any and all maintenance and repair activities performed on its respective Facility, leave the entire area, including but not limited to, landscaping, trees, sod, sprinkler systems, pathways, etc. affected by such maintenance and repair in as good or better condition in all respects as it was before the commencement of such maintenance and repair activities. Failure by either Party to comply with this provision shall provide basis for the injured Party to seek restitution from the responsible Party for all damages and any and all other remedies that are afforded the injured Party within this Agreement. 8. Compliance with Annual CDOT Region 1 Utility Permit: The Town shall comply with all terms, conditions and provisions contained in the annual CDOT Region 1 Utility Permit regarding performance of all maintenance activities including, but not limited to, acceptable days and hours to access the Town Facility, submittal of inethod of handling traffic (MHT) while performing maintenance activities, CDOT approval of MHT, safety, insurance and bonding requirements, etc. IX. 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 term of ten (10) years. However, if the Parties so desire, the term may be extended for a subsequent time period by written amendment to this Agreement. 12 A X. DISPUTES Resolution of disputes or disagreements on any matter relating to the Project shall be subject to a three-step process. Upon written notification of either Party to the other Party that a dispute exists, the matter shall first be submitted jointly to the representatives identified in Section XII CONTACTS) and to CDOT's TTS Branch Manager. These Parties shall collaborate to resolve the dispute. If a resolution cannot be achieved within 30 days time, the matter shall be submitted jointly to the designated the Town representative and CDOT's Chief Engineer. If a resolution cannot be achieved within 30 days time at this level, the matter shall be submitted jointly for final resolution of the dispute to the designated the Town representative and CDOT's Executive Director. The Parties agree that participation in each of these administrative procedures shall be a condition precedent to initiation of litigation, except in the case of an emergency or other condition that entitles either Party to injunctive or emergency relief from a court of competent jurisdiction, in which even no participation in the foregoing alternative dispute resolution process will be required. XI. PERSONNEL/COMPENSATION Neither Party to this Agreement shall be required to pay any compensation to the other Party for any services of Party personnel rendered hereunder. 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 law, nor does either Party waive its immunities at law, including immunity granted under the Colorado Governmental Immunity Act. XII. CONTACTS Regarding the implementation activities to be performed in the Proj ect and Proj ect Extension limits as outlined in this Agreement and subsequent issues throughout the Agreement term, persons to be contacted that represent the Parties include: For CDOT - Colorado Traffic Management Center (CTMC): Ken DePinto, P.E. ITS Branch Manager 425 C Corporate Circle Golden, CO 80401 303-512-5820 phone 303-512-5878 FAX 13 ken.dqpintoCa)dot.state.co.us or the current TTS Branch Manager For the Town: Ron Braden, IT Director Cc: Town Attorney Town of Vail 75 S. Frontage Road West Vail, CO, 81657 970-479-2154 phone 970-479-2157 FAX rbraden(&vail o~ v.com or the current TOWN representative All notices, demands and requests required or permitted to be given under this Agreement collectively the "Notices") identified in Section VIII.S (Revision of Maintenance Provisions), Section X(DISPUTES) and in Section XIII.1 and XIII.2. (Ternunation for Cause and Ternunation for Convenience) must be in writing and shall be deemed to have been given as of the date such Notice is (i) delivered to the Party intended, (ii) delivered to the then designated address of the Party intended, (iii) transmitted to the then designated fax number of the Party intended (provided that the original of such Notice is delivered on the same day to a nationally recognized overnight courier for delivery to the then designated address of the Party intended on the next business day), iv) rejected at the then designated address of the Party intended, provided such Notice was sent prepaid, or (v) sent by nationally recognized overnight courier or by United States Certified Mail, return receipt requested, postage prepaid and addressed to the then designated address of the Party intended. The initial notice address designated for each Party shall be as listed above. Upon at least ten (10) days' prior written notice, each Party shall have the right to change its address to any other address within the State of Colorado. XIII. GENERAL AGREEMENT PROVISIONS 1. Ternunation for Cause: If any Party shall fail to fulfill, in a timely and proper manner, its material obligations under this Agreement, or if any Party shall violate any of the material 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 ternunation, provided that the 14 provisions identified in Section X(DISPUTES) 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 this Agreement shall not terminate or be modified. 2. Termination for Convenience: Any Party may terminate this Agreement at any time during the term of this Agreement if said Party deternunes that the purposes of the Agreement would no longer be served by completion of the project. The Party choosing to terminate shall effect such termination by giving written notice of ternunation to the other Party and specifying the effective date thereof, at least twenty (20) days before the effective date of such termination. Notwithstanding the foregoing, in the event CDOT elects to ternunate this Agreement for convenience after CDOT has issued the CDOT Region 1 Utility Permit to construct as identified in the Plans, the Town shall retain the right to construct and maintain the Town Facility within the CDOT ROW in accordance with the terms and conditions of said CDOT Region 1 Utility Permit. 3. Severabilitv: To the extent performance of the obligations of the Party may be accomplished within the intent of the Agreement, the terms of this Agreement are severable, and should any term or provision hereof be declared invalid or become inoperative for any reason, such invalidity or failure shall not affect the validity of any other term or provision hereof. The waiver of any breach of a term hereof shall not be construed as a waiver of any other term, or the same term upon subsequent breach. 4. Complete Inte agr tion: This Agreement is intended as the complete integration of all understandings between the Parties regarding oversight and compensation therefore in connection with the Work. No prior or contemporaneous addition, deletion, or other amendment hereto shall have any force or affect whatsoever, unless embodied herein by writing. 5. Modification of Terms and Conditions. CDOT and the Town hereby reserve the right to alter, amend or modify the terms and conditions of the Agreement upon written agreement by both Parties. Notice of the requested modification shall be mailed to the address of the representative identified in XII.(CONTACTS) by certified mail, return receipt requested, at least thirty (30) days prior to instituting any alteration, amendment or modification of the terms or conditions of this Agreement, except where specifically indicated otherwise in the Agreement. 15 6. Waiver: No waiver of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other of the provisions of this Agreement, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided herein, nor shall the waiver of any default hereunder be deemed a waiver of any subsequent default hereunder. 7. Appropriation of Funds: In accord with the Colorado Constitution, Article X, Section 20, performance of the State's obligations under this Agreement is expressly subject to appropriation and availability of funds for that purpose. 8. No Third Party Beneficiarv: 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 of 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. 9. 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. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 16 IN WTTNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: By BY Chief Clerk)Russell George, Executive Director COLORADO DEPARTMENT OF TRANSPORTATION AT"TEST: By By Lorelei Donaldson, Town Clerk Stan Zemler, Town Manager TOWN OF VAIL TOWN OF VAIL 17 APPENDIX B COLORADO DEPARTMENT OF TRANSPORTATION VIDEO USAGE GUIDELINES PURPOSE OF Guidelines: This document establishes a set of guidelines for video use across jurisdictional boundaries. 1. General Overview: CDOT policy dictates that Closed Circuit Television Cameras (CCTV) images be used for information purposes only. CDOT does not record video. Images received at CDOT facilities are not used for law enforcement purposes, images received by law enforcement facilities may record at their discretion, but CDOT shall not be held accountable for any data held therein. 2. Usage Policv: CDOT's Video policy requires that any entity with control of camera functions (Pan/TilUZoom) adhere to the following: 1. Users shall not zoom into incidents/accidents except for scene assessment, once an incident has been assessed, cameras are to be immediately zoomed out, allowing for an overall view of the accident area and traffic queue(s). 2. Views of injured bodies etc... should not be shown by zoomed in cameras unless absolutely necessary 3. Cameras shall not be focused on non-roadways, refrain from viewing private homes or facilities, bike paths etc... 3. FTP Process: It is understood that CDOT uses a File Transfer Protocol (FTP) to populate video images on the COTrip.org website. This is an automated process and out of the control of the operations staff at the CTMC. Cameras are programmed to take snapshot pictures of the roadway and may, at times, take control and move a camera from iYs location to take said snapshots. 4. Point Of Presence: Images may be made available to media and other private entities at a predetermined "Point of Presence". CDOT is not responsible for connectivity past this location. Users wishing to gain access to video from this point are responsible for all hardware, software and associated costs. 5. Media Usa4e: Video on the nefinrork is available to media outlets through the "Point of Presence" this video is made available prior to the switcher and thus, media outlets are able to broadcast or record video. This is to be kept in mind when utilizing camera images on the network. APPENDIX C COLORADO DEPARTMENT OF TRANSPORTATION NON-PERMITTED AND UNAUTHORIZED USE OF DIGITAL CONTENT PROVISIONS NON-PERMITTED USE OF DIGITAL CONTENT. YOU MAY NOT incorporate the Digital Content into your own original work and publish your work in a web site. UNAUTHORIZED USES OF DIGITAL CONTENT. YOU MAY NOT: 1. Post web pages containing the digital content on servers. 2. Use the digital content for any purpose. 3. Use the digital content to create printed or "hard copy" documents. 4. Use the digital content in electronic format, on-line or in multimedia and no permission is given to download or save the Digital Content for any reason. 5. Use or permit the use of the digital content or any part thereof as a trademark or service mark, or claim any proprietary rights of any sort in the digital content or any part thereof. 6. Use the digital content with images of identifiable individuals, products or entities in a manner that suggests their association with or endorsement of any product or service. 7. Create scandalous, obscene, defamatory or immoral works using the digital content, nor use the digital content for any other purpose which is prohibited by law. 8. Translate, reverse engineer, decompile, or disassemble the digital content. 9. Rent, lease, assign, transfer or redistribute the digital content or a copy thereof, to another person or legal entity.