HomeMy WebLinkAbout20192327.tiffRESOLUTION
RE: APPROVE MEMORANDUM OF UNDERSTANDING FOR MAP -DATA SERVICES AND
AUTHORIZE CHAIR TO SIGN
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Memorandum of Understanding for
Map -Data Services between the County of Weld, State of Colorado, by and through the Board of
County Commissioners of Weld County, on behalf of the Department of Information Technology,
and the Colorado Department of Transportation (CDOT), commencing upon full execution of
signatures, with further terms and conditions being as stated in said memorandum of
understanding, and
WHEREAS, after review, the Board deems it advisable to approve said memorandum of
understanding, a copy of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Memorandum of Understanding for Map -Data Services between the
County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld
County, on behalf of the Department of Information Technology, and the Colorado Department of
Transportation, be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said memorandum of understanding.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 19th day of June, A.D., 2019.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: ..;ok,
Weld County Clerk to the Board
BY: Q,
APP
Deputy Clerk to the Board
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Date of signature: (')Co (a1( I
Barbara Kirkmeyer, hair
Mike Freeman, Pro -Tern
EXCUSED
Sean P. Conwa
ott`K. James
Steve Moreno
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2019-2327
IT0008
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: CDOT map services from COTRIP.ORG
DEPARTMENT:
Information Technology / GIS DATE: 5/22/19
PERSON REQUESTING: Ryan Rose
Brief description of the problem/issue:
CDOT offers real-time map -data services to other entities that can be used in maps. Access to these
services requires a MOU with CDOT. We would like to establish this MOU, and thereby grant Weld
County access to use CDOT COTRIP.ORG data services for use on public works snow operations
maps and other maps in the future. There is no associated cost.
What options exist for the Board? (include consequences, impacts, costs, etc. of options):
1) Establish the MOU and enable access to data
2) Retain current maps without CDOT data.
Recommendation:
It is the recommendation of IT/GIS to establish an MOU with CDOT to enable access to data.
Sean P. Conway
Mike Freeman, Pro -Tern
Scott K. James
Barbara Kirkmeyer, Chair
Steve Moreno
Approve Schedule
Recommendation Work Session
Other/Comments:
2019-2327
OLA #: 351001501
Routing #: 19-HAA-XE-00027
Memorandum of Understanding
Between the Colorado Department of Transportation
and WELD COUNTY GOVERNMENT
This Agreement, by and between THE COLORADO DEPARTMENT OF TRANSPORTATION ("CDOT"), and
WELD COUNTY GOVERNMENT (Participant). Participant memorializes an arrangement and responsibilities
between the two entities identified above, as the arrangement pertains to sharing statewide traveler information
collected by CDOT. CDOT and Participant also may hereinafter be referred to individually as "Party" or jointly as
"Parties".
Recitals:
1. CDOT desires to provide reliable, accurate and timely statewide traveler information so that transportation users
are able to make decisions that enhance and improve their choice of travel, mode, route and travel time, thereby
resulting in a more productive, efficient and safe transportation system. CDOT believes, and studies have
demonstrated, that travelers utilizing traveler information can benefit by avoiding traffic problems, saving time
by reducing delay and improving travel reliability, reducing travel frustration, reducing crash rates and reducing
fuel consumption. CDOT also desires to partner with private parties in an effort to develop and enhance traveler
information sharing capabilities.
2. Participant is a Government Agency.
Participant collects and distributes traffic related content. CDOT data will be used as a central resource of traffic
data to be combined with other data from Participant. CDOT data will be used as a source in the overall
Participant data collection process. Participant will use information collected from CDOT. Participant desires,
and has requested, access to the CDOT COTrip.org website to get traveler information which will placed on their
website www.weldgov.com in order to automate distribution of road closures and adverse road conditions that
might affect emergency operations.
NOW THEREFORE the Parties hereby agree as follows:
A.) Colorado Department of Transportation Responsibilities:
i. On a non-exclusive basis, CDOT will make available to Participant in a XML format HTTP protocol data
and information that is disseminated on the COTrip.org web site, provided that this provision of service does
not negatively impact the COTrip.org web servers or require CDOT to acquire any additional equipment
and/or software. Data and information categories to be shared are listed at
http://www.cotrip.org/xmlFeed.htm.
ii. CDOT hereby grants Participant a non-exclusive, worldwide, license to access, receive, use, modify,
reformat, and copy such data. CDOT is providing this data and information solely as a courtesy. CDOT
makes no claims, guarantees or warranties as to the accuracy, currency, or completeness of the data or
information provided. CDOT is not responsible in any way for any errors or omissions, or for any results
obtained by Participant from the use of the data or information. All warranties and representations of any
kind with regard to the data and information is disclaimed by CDOT.
iii. The use of any data or information does not relieve Participant from any obligations assumed by this
Agreement, or from complete and proper fulfillment of the terms of this Agreement, nor does the use entitle
Participant to compensation for damages or loss which may be attributed to such use.
B.) WELD COUNTY GOVERNMENT's Responsibilities:
i. Participant shall not pull or extract any agreed upon data or information from the COTrip.org web site more
frequently than at intervals of two (2) minutes.
ii. Should Participant extract information at intervals less than every two (2) minutes, CDOT may choose to
block and/or suspend Participant's access to the COTrip.org web site. CDOT may also initiate the dispute
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resolution process identified in Section D. Initiation of the dispute resolution process, in and of itself, shall
not require CDOT to allow Participant access to the COTrip.org web site until such time that CDOT, in its
sole discretion, is assured that any violation has been resolved in a manner satisfactory to CDOT.
iii. With regard to any data or information extracted and publicized from COTrip.org, as a courtesy to CDOT,
Participant shall in either news copy, on -screen logo, or in any resulting publications credit CDOT regarding
data or information received from CDOT and shall credit CDOT by using a hyperlink web link to CDOT
COTrip.org web site on Participant's web site.
iv. Upon execution of the Agreement, and as a condition of obtaining access to the data and information in an
XML format HTTP protocol as identified in Section A, Participant shall provide CDOT the IP address(es)
that will be used to extract such data or information via the XML format HTTP protocol. Also, throughout
the entire term of this Agreement, Participant shall immediately notify CDOT regarding any changes,
additions, or deletions to IP address(es) that will be used to extract data or information via the XML format
HTTP protocol.
v. Participant shall, maintain current and useful contact information throughout the Term of this Agreement as
defined in Section F, and shall immediately notify CDOT regarding any changes to Participant's contact
information identified.
C.) Term and Effective Date
i. Effective Date
ii. This Agreement shall not be valid or enforceable until the date of execution by the Executive Director of the
Colorado Department of Transportation, or designee ("Effective Date"). The State shall not be bound by any
provision of this Agreement before the Effective Date Agreement.
iii. Initial Term
iv. The Parties' respective performances under this Agreement shall commence on the Agreement Effective
Date and shall terminate five (5) years after the Effective Date (the "Initial Term") unless sooner terminated
or further extended in accordance with the terms of this Agreement.
v. Extension Terms - State's Option
vi. The State, at its discretion, shall have the option to extend the performance under this Agreement beyond the
Initial Term for a period, or for a successive period, of five (5) years or less under the same terms specified
in the Agreement ("Extension Term"). In order to exercise this option, the State shall provide written notice
to Participant in a form substantially equivalent to the Sample Option Letter attached to this Agreement. The
total duration of this Agreement, including the exercise of any options to extend, shall not exceed ten (10)
years from its Effective Date.
vii. End of Term Extension
viii. If this Agreement approaches the end of its Initial Term, or any Extension Term then in place, the State, at
its discretion, upon written notice to Participant, may unilaterally extend such Initial Term or Extension Term
for a period not to exceed 2 months (an "End of Term Extension"), regardless of whether additional Extension
Terms are available or not. In order to exercise this option, the State shall provide written notice to Participant
in a form substantially equivalent to the Sample Option Letter attached to this Agreement. The provisions of
this Agreement in effect when such notice is given shall remain in effect during the End of Term Extension.
The End of Term Extension shall automatically terminate upon execution of a replacement Agreement or
modification extending the total term of this Agreement.
ix. Early Termination in the Public Interest
x. The State is entering into this Agreement to serve the public interest of the State of Colorado as determined
by its Governor, General Assembly, or Courts. If this Agreement ceases to further the public interest of the
State, the State, in its discretion, may terminate this Agreement in whole or in part.
D.) Disputes:
Should disputes or disagreements occur of any matter relating to this Agreement, both CDOT and Participant
shall collaborate to resolve the dispute or disagreement. If designated contacts cannot achieve a resolution within
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a thirty (30) day period, the matter shall be submitted jointly to Participant and CDOT's Director of Operations
or Executive Director for final resolution of the dispute or disagreement. If Participant and CDOT's Director of
Operations or Executive Director are unable to resolve the dispute within a thirty (30) day period, this Agreement
may be terminated by either party. The Parties agree that participation in this administrative procedure shall be a
condition precedent to initiation of litigation, except in the case of emergency or other conditions that entitle either
Party to seek injunctive or emergency relief from a court of competent jurisdiction, in which no participation in
the foregoing alternative dispute resolution process shall be required.
E.) Personnel/Compensation:
Nothing in this Agreement shall be construed to place the personnel of either Party under the control or
employment of the other Party. Each Party remains responsible for all pay, entitlement, employment decisions
and worker's compensation liabilities, for its own personnel. Nothing in this Agreement is intended to create or
grant to any third party or person any right or claim for damages, or the right to bring or maintain any action at
law, nor does either Party waive its immunities at law, including granted under the Colorado Governmental
Immunity Act.
F.) Contacts:
For CDOT:
ITS Director
425 C Corporate Circle
Golden, CO 80401
303-512-5820
For WELD COUNTY GOVERNMENT:
Jake Mundt
1401 N .17th Ave.
GREELEY, CO 80631
970-400-2521
jmundti iweldgov.com
G). Appropriation of Funds:
In accord with the Colorado Constitution, Article X, Section 20, performance of CDOT's obligations under this
Agreement is expressly subject to appropriation and availability of funds for that purpose.
H.) Termination for Cause:
If either Party shall fail to fulfill, in a timely and proper manner, its material obligations under this Agreement, or
if either Party shall violate any of the materials covenants, agreements, or stipulations of this Agreement, the other
Party shall thereupon have the right to terminate for cause by giving written notice of such termination and
specifying the effective date thereof, at least twenty (20) days before the effective date of such termination,
provided that the provisions identified in Section D, have been mutually satisfied. Provided, however, the
defaulting Party shall have thirty (30) days in which to cure its failure or violation, in which case the Agreement
shall not terminate or be modified.
I.) Termination for Convenience:
Either Party may terminate this Agreement for any reason. The Party choosing to terminate shall effect such
termination by giving written notice of termination to the other Party and specifying the effective date thereof, at
least twenty (20) days before the effective date of such termination.
J.) No Third Party Beneficiary:
It is expressly understood and agreed that the enforcement of the terms and conditions of this Agreement, and all
rights of action relating to such enforcement, shall be strictly reserved to the Parties hereto, and nothing contained
in this Agreement shall give or allow any such claim of right of action by any other or third person or entity on
such Agreement. It is the express intent of the Parties hereto that any person or entity, other than the Parties to
this Agreement, receiving services or benefits under this Agreement shall be deemed incidental beneficiaries only.
K.) Modification of Terms and Conditions:
CDOT in its sole and unfettered discretion hereby reserves the right to alter, amend or modify the terms and
conditions of this Agreement. CDOT shall provide notice of the amendment, with an amendment attached, to the
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Participant representative identified in Section F. Notice shall be provided via e-mail delivery receipt and/or read
receipt at least ninety (90) days prior to instituting any amendment of the terms or conditions of this Agreement.
If Participant does not agree to the terms of the amendment, CDOT may terminate the agreement under the
termination for convenience clause in Section I. If Participant does agree to the terms of the amendment, it shall
sign the amendment and return to the CDOT representative identified in Section F. The Dispute process outlined
in Section D shall not apply to the amendment process identified herein.
L.) Applicable Law:
The laws of the State of Colorado and rules and regulations issued pursuant thereto shall be applied in the
interpretation, execution and enforcement of this Agreement, and any legal action concerning the provisions
hereof shall be brought in the City and County of Denver, State of Colorado. Any provision of this Agreement,
whether or not incorporated herein by reference, which provides for arbitration by any extra judicial body or
person or which is otherwise in conflict with said laws, rules and regulation shall be considered null and void.
Nothing contained in any provision incorporated herein by reference which purports to ne i to this or any other
special provision in whole or in part shall be valid or enforceable or available in any action at law whether by
way of compliant, defense or otherwise. Any provision rendered null and void by operation of this provision will
not invalidate the remainder of the Agreement to the extent that this Agreement is capable of execution.
M.) Indemnification and Hold Harmless:
Participant shall indemnify, save, and hold harmless the State, its employees and agents, against any and all
claims, damages, liability and court awards including costs, expenses, and attorney fees and related costs, incurred
as a result of any act or omission by Participant, or its employees, agents, contractors, or assignees pursuant to
the terms of this Agreement; however, the provisions hereof shall not be construed or interpreted as a waiver,
express or implied, of any of the immunities, rights, benefits, protection, or other provisions, of the Colorado
Governmental Immunity Act, CRS 24-10-101 et seq., or the Federal Tort Claims Act, 28 U.S.C. 2671 et seq., as
applicable, as now or hereafter amended.
N.) Signature Authority:
Each Party represents and warrants that it has taken all actions that are necessary or that are required by its
respective procedures and applicable law to legally authorize the undersigned signatory for that Party to execute
this Agreement on behalf of the Party and to bind the Party to its terms.
THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT
Each person signing this Agreement represents and warrants that the signer is duly authorized to execute this
Agreement and to bind the Party authorizing such signature.
PARTICIPANT
WELD COUNTY GOVERNMENT
ra r e er, a r
Board of Weld ounty Commissioners
By: (print legal name and title)
Date:
JUN 19 2019
STATE OF COLORADO
Jared S. Polis, Governor
Department of Transportation
hoshana M. Lew, Executive Director
By: Joshua L
Effective Date:
, P.E., C
e
n
eer
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EXHIBIT A: SAMPLE OPTION LETTER
State Agency
Insert Department's or IHE's Full Legal Name
Option Letter Number
Insert the Option Number (e.g. "1" for the first option)
Participant
Insert Participant's Full Legal Name, including
"Inc.", "LLC", etc...
Original Agreement Number
Insert CMS number or Other Agreement Number of the Original
Agreement
Current Agreement Maximum Amount
This is a no cost Agreement.
Option Agreement Number
Insert CMS number or Other Agreement Number of this Option
Agreement Performance Beginning Date
The later of the Effective Date or Month Day, Year
Current Agreement Expiration Date
Month Day, Year
1. OPTIONS:
A. Option to extend for an Extension Term
2. REQUIRED PROVISIONS:
A. In accordance with Section(s) Number of the Original Agreement referenced above, the State hereby
exercises its option for an additional term or end of term extension, beginning Insert start date and ending
on the current agreement expiration date shown above, at the rates stated in the Original Agreement, as
amended.
3. OPTION EFFECTIVE DATE:
A. The effective date of this Option Letter is upon approval of the Executive Director or designee, or
whichever is later.
STATE OF COLORADO
Jared S. Polis, Governor
Department of Transportation
Shoshana M. Lew, Executive Director
By: Joshua Laipply, P.E., Chief Engineer
Effective Date:
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