03-DSR-11429 CONTRACT.PDF

AUTHENTICATED COPY
. CONTRACT NO .)3-DSR-11429
BETWEEN
3
UNITED STATES
4 DEPARTMENT OF ENERGY
WESTERN AREA POWER ADMINISTRATION
5 Desert Southwest Regional Office
6 AND
7 MARICOPA COUNTY C -IL. • 04 oo-i-
8 FOR
9 COMMUNICATIONS SHARING AGREEMENT
10 Table of Contents
11 Section Title Pane No.
12 1 Preamble 1
2 Explanatory Recitals 1
13 3 Agreement 2
4 Definitions 2
14 5 Term of Contract 2
6 License 3
15 7 Compensation 3
8 Material and Work to be Furnished by the Parties 3
16 9 Ownership, Operation, Maintenance, and Replacement 6
10 Removal of Equipment 6
17 11 Modification of Facilities 6
12 Construction and Safety Procedures 7
18 13 Additional Communications Equipment 8
14 Cooperation of the Parties 8
19 15 Compliance with NTIA and FCC Regulations 8
16 Third-Party Agreements 8
20 17 Access to Information 9
18 Access to Communication Sites 9
21 19 Informative Data 9
20 Record Retention and Audit 9
22 21 Severability 10
22 Liability 10
23 23 Authority 10
24 Exhibits Made Part of Contract 11
24 25 General Power Contract Provisions Made Part of Contract 11
26 Governing Law 11
25 Signature Clause 12
General Power Contract Provisions
26 Exhibit A
27
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CONTRACT NO. 03-DSR-11429
1
BETWEEN
UNITED STATES
3 DEPARTMENT OF ENERGY
WESTERN AREA POWER ADMINISTRATION
4 Desert Southwest Regional Office
5 AND
6 MARICOPA COUNTY C. —1 ti • 01-4• 001 • a-
7 FOR
8 COMMUNICATIONS SHARING AGREEMENT
9 1. PREAMBLE: This Contract is made this 3 day of Al , 2004
10 pursuant to the Acts of Congress approved June 17, 1902 (32 Stat. 388); August 4, 1977
11 (91 Stat. 565); and acts amendatory or supplementary to the foregoing Acts, between the
12 UNITED STATES OF AMERICA, acting through the Administrator, Western Area
13 Power Administration, Department of Energy, hereinafter called Western, represented by
14 the officer executing this Contract or a duly appointed successor, hereinafter called the
15 Contracting Officer; and Maricopa County, hereinafter called Contractor, its successors
16
and assigns. The entities listed above are hereinafter referred to collectively as Parties
17
and individually as Party.
18
2. EXPLANATORY RECITALS:
19 2.1 The Parties have lease space available at their respective Communication
20 Sites and desire to enter into a reciprocal agreement whereby Western will obtain space at
21 Communication Sites and telecommunication services from Contractor in return for
22 Contractor obtaining space at Communication Sites and telecommunication services from
23
Western.
24 2.2 The Parties are licensees of the National Telecommunications and
25 Information Administration (NTIA), or the Federal Communications Commission (FCC),
26 and have received authorization to use operational-fixed communication stations.
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1 2.3 The Parties will share their communication facilities in a reciprocal
2
manner as authorized under the rules of the NTIA or the FCC.
3 2.4 This Contract is entered into between Western and the Contractor to
4 exchange space at Communication Sites and telecommunications services. Western is
5 offering space to Contractor at Communication Sites for radio equipment, microwave
6 dish(es), and antenna(s) in exchange for radio equipment, microwave dish(es), and
7 antenna(s) space for Western at Communication Sites. This Contract is intended to
8
represent at all times an equivalent value to each Party for leased space and services
9 provided by either Party. Accordingly, there is no intention by the Parties to make
10
payments to each other.
11 3. AGREEMENT: The Parties agree to the terms and conditions set forth herein.
12
4. DEFINITIONS:
13 4.1 "Contract" means this written document between Western Area Power
14
Administration and Contractor.
15
4.2 "Contractor" means Maricopa County
16 4.3 "Fiscal Year" or "FY" shall reference Western's fiscal year, which is from
17
October 1st through September 30th.
18 4.4 "Environmental conditions" means acts that occur beyond the control of
19 humans which are not caused by humans. These conditions include, but are not limited to
20 tornadoes, earthquakes, naturally caused fires, winds, rain, hail, and lightning.
21 4.5 "Parties" mean the two entities that have entered into this Contract.
22 4.6 "Western" means Western Area Power Administration.
23 4.7 "Communication Sites" means facilities with communication and
24 telecommunication space/equipment available/installed.
25 5. TERM OF CONTRACT: This Contract shall become effective on the date of its
26 execution and shall remain in effect until midnight, September 30, 2008; provided, that
27 either Party hereto may terminate this Contract upon written notice given one full fiscal
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I year in advance to the other Party; provided further, that if this Contract is terminated by
2 either Party, it shall be the duty of the terminating Party to notify the NTIA or the FCC, if
3
required, of the termination or expiration of the Contract.
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6. LICENSE:
5
6.1 Contractor hereby grants a license to Western and its authorized
6 employees, agents, and contractors to enter Contractor's associated easements and
7
right-of-way to locate, install, inspect, test, operate, maintain, and remove any Western
8 communications equipment provided for in this Contract as listed in Exhibit A, providing
9
proper advance arrangements are made with Contractor.
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6.2 Western hereby grants a license to Contractor and its authorized
11
employees, agents, and subcontractors to enter Western's associated easements and
12 right-of-way to locate, install, inspect, test, operate, maintain, and remove any Contractor
13 communications equipment provided for in this Contract as listed in Exhibit A, providing
14
proper advance arrangements are made with Western.
15 6.3 All installation, inspection, testing, operation, maintenance, and removal
16 of communications equipment by either Party under this license shall be coordinated with
17 the authorized representative of the other Party to eliminate or minimize any interference
18 with the operation and maintenance of the communications system of the other Party.
19 7. COMPENSATION: The sharing of facilities and/or communications equipment
20 provided for herein shall be on a reciprocal basis without any monetary charge or other
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consideration for either capital or operating expenses.
22 8. MATERIAL AND WORK TO BE FURNISHED BY THE PARTIES:
23 8.1 Each Party will be responsible for engineering, purchasing, and installing
24 all necessary communications equipment on its own system, unless otherwise specified in
25
an exhibit.
26 8.2 The Parties agree that they will follow the policies and procedures of the
27 Party owning the communications equipment upon which the work is being performed.
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8.3 Contractor Responsibilities:
2
8.3.1 Telecommunications Services and Space:
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8.3.1.1 Contractor agrees to provide the space at
4 Communications Sites for Western's communications equipment. Location of space shall
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be coordinated with Western at Contractor's Communication Sites. Contractor will
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consider requests for additional space in the future based on availability of space at the
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time of the request.
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8.3.1.2 The communications equipment space within
9 Contractor's Communication Sites includes associated utility power, emergency power,
10
cooling, security, grounding and maintenance provided by Contractor.
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8.3.1.3 Contractor agrees to pay for all maintenance and
12 installation to move or relocate any heliax, cables, wave-guide bridging, or ice shields
13 required to accommodate Contractor's communications equipment at Western's
14
Communication Sites.
15 8.3.1.4 Contractor agrees to provide to Western mounting spaces
16 on Contractor's tower at Communication Sites for microwave dish(es), and mobile radio
17 antenna(s). Both parties must approve each antenna and microwave dish to meet weight
18
restrictions and wind loading. Both Contractor Wireless Systems Manager and the
19 Western Manager of Protection and Communications shall approve any upgrades or
20 additional communications equipment. Western agrees to provide the tower analyses at
21
Contractor's Communication Sites to determine the available space.
??
8.3.2 Telecommunications Interference:
23 8.3.2.1 Contractor shall ensure its communications equipment
24 does not create any interference with other communications equipment on the
25 Communication Sites. If interference is discovered, Contractor agrees to correct the
26 problem within 30 days, or to disconnect the communications equipment.
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8.3.2.2 If a communications system experiences any kind of
failure, Contractor and Western agree to coordinate resolution of the error or failure.
8.4 Western Responsibilities:
8.4.1 Telecommunication Services and Space:
8.4.1.1 Western agrees to provide the space at Communication
Sites for Contractor communications equipment. Location of space shall be coordinated
with Contractor at Western's Communication Sites. Western will consider requests for
additional space in the future based on availability of space at the time of the request.
8.412 The communications equipment space within Western's
Communication Sites includes associated utility power, emergency power, cooling,
security, grounding and maintenance provided by Western.
8.4.1.3 Western agrees to pay for all maintenance and installation
to move or relocate any heliax, cables, wave-guide bridging or ice shields required to
accommodate Western's communications equipment at Contractor's Communication
Sites.
8.4.1.4 Western agrees to provide to Contractor mounting spaces
on Western's tower at Communication Sites for microwave dish(es) and mobile
antenna(s). Both parities must approve each microwave dish to meet weight restrictions
and wind loading. Both Contractor Wireless Systems Manager and the Western Manager
of Protection and Communications shall approve any upgrades or additional
communications equipment. Contractor agrees to provide the tower analyses at Western's
Communication-Sites to determine the available space.
8.4.2 Telecommunications Interference:
8.4.2.1 Western shall ensure its communications equipment does
not create any interference with other communications equipment on the Communication
Sites. If interference is discovered, Western agrees to correct the problem within 30 days,
or to disconnect the communications equipment.
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8.4.2.2 If a communications system experiences any kind of
2
failure, Contractor and Western agree to coordinate resolution of the error or failure.
3 9. OWNERSHIP, OPERATION, MAINTENANCE, AND REPLACEMEN: Each
4
Party will normally own, operate, maintain, and replace communications equipment on its
5
own communications system. Contract shall be vested in the Parties as listed in
6
Exhibit A.
7
10. REMOVAL OF EQUIPMENT: Within six (6) months after termination of any exhibit
8
to this Contract or the Contract itself, each Party, unless otherwise agreed, shall remove
9
the communications equipment installed pursuant to this Contract from the property of
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the other and shall restore the facility in which said communications equipment was
11 installed to its original condition or a condition satisfactory to and at no expense to the
12
other Party; provided, that if said communications equipment is not removed within
13
six (6) months, the Party on whose property the communications equipment is located
14
shall be authorized to remove said communications equipment and return it to the other
15
Party at the sole expense of the other Party.
16
11. MODIFICATION OF FACILITIES:
17
11.1 Western reserves the right, at any time, to determine that modification or
18
replacement of Western's Communication Sites is necessary. Western shall keep
19 Contractor informed of all planned modifications, which impact the facilities installed
20 pursuant to the Contract. Western shall cooperate with Contractor in planning alternate
21 arrangements for service, which shall be implemented at no cost or expense to Western.
22 The Parties shall modify these Contract arrangements, as necessary, to provide for any
23
new facilities.
24 11.2 Contractor reserves the right, at any time, to modify Contractor's facilities.
25 Contractor shall keep Western informed of all planned modifications, which impact the
26
communications equipment installed pursuant to the Contract.
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Contractor shall cooperate with Western in planning alternate arrangements for
service, which shall be implemented at no cost or expense to Contractor. The Parties
shall modify these Contract arrangements, as necessary, to provide for the new facilities.
12. CONSTRUCTION AND SAFETY PROCEDURES:
12.1 The Parties hereby acknowledge that they are aware of the hazards
inherent in high-voltage electric lines, communication towers, communication stations
and substations, and hereby assume full responsibility at all times for the adoption and
use of necessary safety measures required to prevent damage to communications
equipment or accidental harm to personnel engaged in the construction, maintenance,
inspection, testing, or removal activities of either Party pursuant to the Contract. Each
Party and its authorized employees, agents, contractors, and subcontractors shall comply
with all applicable safety laws and building and construction codes in effect at the time of
the work or activities.
12.2 At all times when either Party, its employees, agents, contractors, or
subcontractors are performing activities of any type pursuant to the Contract, such
activities shall be under the supervision of a qualified employee, agent, contractor, or
subcontractor of either Party who shall be authorized to represent that Party in all matters
pertaining to the activity being performed. The Parties will keep each other informed of
the names of their designated representatives at the construction site.
12.3 Upon completion of its work, the Party shall remove from the vicinity of
the right(s)-of-way of the other Party all buildings, rubbish, used materials, concrete
forms, and other like material belonging to it or used under its direction during
construction, maintenance, or installation. In the event of failure to do so, the same may
be removed by the other Party at the expense of the responsible Party.
12.4 In the event either Party its employees, agents, contractors, or
subcontractors fail to comply with any provision of this Section 12, the other Party or its
authorized representative may issue an order to stop all or any part of the work until such
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time as the responsible Party demonstrates compliance with the provision at issue.
Neither Party its employees, agents, contractors, or subcontractors shall make claim for
compensation or damages resulting from such work stoppage.
ADDITIONAL COMMUNICATIONS EQUIPMENT: Western shall obtain prior
approval of Contractor Wireless Systems Manager for the installation of any additional
communications equipment in/on Contractor's Communications sites. Contractor shall
obtain prior approval of the Western Manager of Protection and Communications for the
installation of any additional communications equipment in/on Western's
Communication Sites.
COOPERATION OF THE PARTIES: The authorized representatives shall meet, as
deemed necessary by the Parties, to develop engineering and operating procedures for the
sharing of communications and data systems and to resolve any engineering or operating
problems.
COMPLIANCE WITH NTIA AND FCC REGULATIONS:
15.1 The sharing provisions set forth herein notwithstanding, each Party shall
have full access to, and control over, its NTIA and FCC licensed communication stations
to permit the discharge of all responsibilities and duties prescribed by the
Communications Act of 1934, as amended, and all applicable rules and regulations of the
NTIA and the FCC.
15.2 Each Party shall make its own initial filing with the NTIA or the FCC or
both, if required, not less than thirty (30) days prior to any sharing of communication
equipment arid shall provide the other Party with a copy of the filing at the time of filing.
15.3 Each Party shall make an annual filing with the NTIA or the FCC or both,
if required, and shall provide the other Party with a copy of the filing required by this
Contract.
THIRD-PARTY AGREEMENTS: Neither Party shall be restricted from entering into
other communications and data sharing agreements with third parties for the stations that
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1
Prirty owns, as long as these agreements do not impair either Party's performance under
this Contract, unless such an agreement is mutually agreed upon by the Parties.
3
17. ACCESS TO INFORMATION: Subject to statutory confidentiality requirements and
4
public records law, Contractor shall have full, complete and equal access to data and
5
information prepared under this Contract on a no-charge basis. Western shall have full,
6
complete and equal access to data and information prepared under this Contract on a
7
no-charge basis. Both Parties shall protect any confidential records from disclosure to the
8
greatest extent allowed by law.
9
18. ACCESS TO COMMUNICATION SITES: Subject to statutory confidentiality
10
requirements and public records law, Contractor shall have full, complete and equal
11
access to the Communication Sites under this Contract as listed in Exhibit A on a
12
no-charge basis. Western shall have full, complete and equal access to the
13
Communication Sites under this Contract as listed in Exhibit A on a no-charge basis.
14
Both Parties shall contact the other Party owning the facilities, when accessing the
15
Communication Sites. The Communication Sites shall have lock boxes for security
16
reasons and each Party will have a set of keys to access the facilities. If any of the
17
Communication Sites are of high security that may require an escort from the Party
18
owning the facility, advance notice shall be provided to that Party prior to accessing the
19
facility.
20 19. INFORMATIVE DATA: Each Party is to provide the other Party a copy of the filing
21
requirements to satisfy the relevant Mountain Users Group. This information shall
22
contain frequencies, power requirements, and any other equipment specific informative
23
requirements.
24 20. RECORD RETENTION AND AUDIT: Contractor and Western shall retain and shall
25
require any subcontractor to retain all data, books and other records relating to this
26
Contract for a period of five years after completion of the Contract. All records shall be
27
subject to inspection and audit by Contractor and Western at reasonable times. At any
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time during the term of this Contract and five years thereafter, Western, Contractor, and
any subcontractor's books and records for communications equipment repair shall be
3
subject to audit by either Western or Contractor, and where applicable, the Federal
4
Government, to the extent that the books and records relate to the performance of the
5
Contract or any subcontract. The provisions of this Section are subject to the limitations
6
in Section 17.
7
21. SEVERABILITY: To the fullest extent possible, each provision of this Contract shall
8
be interpreted in such fashion as to be effective and valid under applicable law. If any
9
provision of this Contract is declared void or unenforceable with respect to particular
10
circumstances, such provision shall remain in full force and effect in all other
11
circumstances. If any provision of this Contract is declared void or unenforceable, such
12
provision shall be deemed severed from this Contract, which shall otherwise remain in
13
full force and effect.
14
22. LIABILITY:
15
20.1 Contractor is liable for losses arising from personal injury, death,
16
or property damage caused by the negligent or wrongful act or omission of Contractor or
17
any employee of Contractor while performing activities under the Contract, in accordance
18
with applicable law.
19
20.2 Western is liable for losses arising from personal injury, death, or property
20
damage caused by the negligent or wrongful act or omission of any employee of Western
21
while performing activities under the Contract, in accordance with the Federal Tort
22
Claims Act, as amended.
23
23. AUTHORITY: This Contract shall not be construed to imply authority to perform any
24
tasks, or accept any responsibility, not expressly set forth herein. This Contract shall be
25
strictly constructed against the creation of a duty or responsibility unless the intention to
26
do so is clearly and unambiguously set forth herein. This Contract shall not be modified
27
or extended except by written instrument adopted in accordance with the requirements for
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adopting a new Contract. This Contract dnes not grant authority to control any roadway,
except to the extent necessary to perform the tasks expressly undertaken pursuant to this
3
Contract.
4
24. EXHIBITS MADE PART OF CONTRACT: Inasmuch as the ownership, operation,
5
maintenance, replacement, and financial responsibility of the Communication Sites; the
6
installed equipment, and the supervisory control and data acquisition systems may change
7
during the term of this Contract, they will be set forth in the exhibit attached hereto as
8
formulated and modified from time to time. The initial Exhibit A is attached hereto and
9
is incorporated into this Contract in accordance with its respective provisions until
10
superseded by a subsequent exhibit. Changes, additions, or modification to the facilities
11
will be reflected in a new or revised exhibit.
12
25. GENERAL POWER CONTRACT PROVISIONS MADE PART OF CONTRACT:
13
The General Power Contract Provisions (GPCP) effective July 10, 1998, as they may
14
apply, attached hereto, are hereby made a part of this Contract with the same force and
15
effect as if they had been expressly set forth herein; provided, that if the articles in the
16
GPCP are in conflict with this Contract the provisions of this Contract shall control.
17
25. GOVERNING LAW: The Contract will be construed under the laws of the State of
18
Arizona and the laws of the United States, as applicable.
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IN WITNESS WHEREOF, the Parties hereto have caused this Contract
No. 03 -DSR- 11429 to be executed the date first written above.
3
4 DEPARTMENT OF ENERGY
WESTERN AREAPOWER,ADMJNISTRATION
5
By
6 er Carlson
7 Title `,...____Aegional Manager
Address Desert Southwest Regional Office
8 P.O. Box 6457
Phoenix, AZ 85005-6457
9
10 MARICOP2UNTY
11 13)! _
12 Title CHAIRMAN BOARD OF SUPERVISORS ANDREA! KUNASEK
13 Address
14
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20 APPROVED AS TO FORM
this i .4 day of--4t , 20 e_th
21 RICHARD ROMLEY
Maricopa County Attorney
22
By
Depu ounty Attorney
24
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EXHIBIT A.1
CONTRACT NO. 03-DSR-11429
MARICOPA COUNTY
COMMUNICATION SITES
1. This Exhibit A.1, effective under and as a part of Contract No. 03-DSR-11429,
hereinafter called the Contract, shall become effective upon execution of the Contract,
and shall remain in effect until superseded by another Exhibit A.1; provided, that this
Exhibit A.1 or any superseding Exhibit A.1 shall terminate upon expiration of the
Contract.
2. COMMUNICATION SITE TABLES
Western Site Equipment/Space For Contractor
Item Racks Antennas DDD F
# SS S I
3 1 0 B
E
R
1 Towers Mountain 2 2 0 0 0 0
TOTALS 2 2 0 0 0 0
1 of 2

Equipment/Space For Western
Contractor Site
Racks Antennas DDD F
Item S S S I
# B
E
R
Oatman Mountain
Towers Mountain to Oatman Mountain 0 0 0 0 2 0
TOTALS 1 1
3. This Exhibit A.1 to Contract No. 03-DSR-11429 may be modified in accordance
with Section 24 of the Contract.
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