Attachment A - IGA City County Fiber signed by County

Regular Meeting, September 3, 2026 · item 4F: Consideration of a motion to approve and authorize the city manager to execute an Intergovernmental Agreement between the City of Boulder an… · 50 pages

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INTERGOVERNMENTAL AGREEMENT BETWEEN CITY OF BOULDER, COLORADO AND BOULDER COUNTY, COLORADO FOR THE EXCHANGE OF FIBER AND TELECOMMUNICATIONS INFRASTRUCTURE THIS INTERGOVERNMENTAL AGREEMENT FOR THE EXCHANGE OF FIBER AND TELECOMMUNICATIONS INFRASTRUCTURE (this “IGA”) is entered into on this day of 2026, (“Effective Date”), by and between the City of Boulder, a Colorado home rule city (the “City”), and Boulder County, a body corporate and politic (“County”). The City and County may each be referred to in this IGA as a “Party,” or collectively as the “Parties.” RECITALS A.

Colorado Constitution Article XIV, Section 18(2) and C.R.S. §§ 29-1-201, et seq. provide that political subdivisions of the State may contract with one another to provide any function, service, or facility lawfully authorized to each of the cooperating units;

The City owns or controls various underground conduits and fiber optic cables;

The County owns or controls various underground conduits and fiber optic cables;

The Parties believe that intergovernmental cooperation between the Parties in sharing telecommunications infrastructure benefits the residents and taxpayers of both the City and County and, generally, that the collaboration between the Parties will provide substantial public benefit;

The City and the County have previously entered into a variety of agreements that allowed the County to use City fiber and conduit and for the City to use County conduit for various public purposes and City and County needs;

The prior agreements have ranged from formal intergovernmental agreements to unwritten understandings;

The agreements have had a variety of different renewal periods and end dates – causing confusion and difficulty in administration of impending cessation of rights of use; and

The Parties desire to codify the mutually agreed upon exchange of various conduit, fiber, and telecommunications interests and infrastructure between the City and the County into a single intergovernmental agreement for the purposes of: specifying the terms and conditions of sharing and delegating responsibilities, including implementation, oversight, and enforcement authority and clarifying responsibilities between the City and County for fiber connectivity, conduit use, and infrastructure sharing; resolving and codifying open issues and understandings; and, generally, easing the administrative burden on both Parties to maintain ongoing telecommunications infrastructure. 1

AGREEMENT NOW, THEREFORE, in consideration of the promises, mutual covenants, and agreements contained in this IGA, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: ARTICLE I INCORPORATION AND PURPOSE Section 1.1

The Recitals are incorporated into this IGA.

Section 1.2 This IGA supersedes all prior agreements, in any form, related to the exchange of conduit, fiber, and telecommunications infrastructure between the Parties, as outlined in Article II, and provides for the lease of City Community Broadband network fiber by the County, as outlined in Article III. The Parties intend that this IGA be liberally construed to effectuate its intent and purposes. The City and County enter into this IGA for the following purposes: a.

Recognize the government-to-government relationship between the Parties and the public purposes served by the exchange of infrastructure;

Clarify the services and exchanges of infrastructure that will be provided by each Party;

Increase the quality and efficiency of the County’s fiber connectivity to certain County facilities using four City fiber strands throughout its Community Broadband fiber backbone;

Formalize new arrangements related to the County’s use of four City fiber strands and the building of new lateral cables by the County;

Ensure that all infrastructure exchanges between the Parties are documented in a written, active agreement; and

Solidify the City’s and County’s obligations and responsibilities. ARTICLE II AMENDMENT AND CLARIFICATION OF EXISTING AGREEMENTS

Section 2.1 By this Section, the Parties resolve and clarify the status of various prior agreements. 2.1.1 2000 and 2001 Lumen/ICG Fiber Agreements. Across 2000 and 2001 the Parties entered into two separate agreements for the lease of City fiber from the County Justice Center to the County Courthouse and from the County Courthouse to multiple County locations. The agreements entailed the City providing the County with two strands of fiber in exchange for payment. Resolutions & Clarifications. The Parties mutually agree that these agreements have expired and shall not be renewed. Accordingly, the agreements are of no force and effect and neither Party has any responsibility under said agreements to the other. The County hereby agrees

that the two strands of fiber described in this Section 2.1.1 will be returned to the City upon completion of the County’s connectivity as further described in Exhibit F. 2.1.2 2002 Arrangement for Fiber Between Public Safety Building and Clerk and Recorder. In 2002, the City provided the County with two strands of fiber that connected two buildings (Public Safety Building and Clerk and Recorder) through a Lumen splice in 33 rd St. This arrangement is not documented in writing. Resolutions & Clarifications. The Parties mutually agree that this arrangement is no longer required, and that any agreement between the Parties concerning the same has expired and shall not be renewed. Accordingly, the arrangement is of no force and effect and neither Party has any responsibility under said arrangement to the other. The County hereby agrees that the two strands of fiber described in this Section 2.1.2 will be returned to the City upon completion of the County’s connectivity as further described in Exhibit F. 2.1.3 2003 Agreement for Fiber Between Public Safety Building and NCAR Mesa Lab. In 2003, the City provided the County with two strands of fiber between the Public Safety Building and NCAR Mesa Lab. At some point during the term, the endpoint was, at the request of the County, changed from NCAR Mesa Lab to the CU Telecom building. The 2003 agreement expired in 2023. Resolutions & Clarifications. The Parties mutually agree that although this agreement has expired, the service should continue. Accordingly, the County will continue to use the two strands of fiber as set forth in Exhibit A. See Exhibit A for City and County locations, components, responsibilities, and obligations, attached hereto and incorporated herein. The two strands of City fiber described here constitute 4.0 fiber route miles, totaling 8.0 fiber strand miles. Fees to be paid by the County to the City for the use of these fiber strands are described in Section 4.3 Rent and are based on the rate schedule in Exhibit G. 2.1.4 2008 FRGP Connection. In or around 2008, the City began providing the County with layer 2 (switched Ethernet) access to the City’s connection with the Front Range GigaPoP (FRGP) originating at the Boulder County Communications Center. This arrangement is not documented in writing. Resolutions & Clarifications. The Parties mutually agree that this service should continue. Accordingly, the Parties agree that the County will continue to have layer 2 (switched Ethernet) connectivity to the FRGP network for the purpose of backup or secondary internet connectivity for the County network at the Boulder County Communications Center while the City remains a member of the FRGP and maintains its own FRGP connection to this facility. The Parties agree to incorporate the FRGP Connection herein and make it part of this IGA. See Exhibit B for City and County FRGP Connection location, components, responsibilities, and obligations, attached hereto and incorporated herein. The Parties further agree that the County will pay no fees to the City for this service and use.

2.1.5 2009 BCCC Data Center Agreement. In 2009, the Parties entered into an agreement for the City to provide two strands of fiber to the County along what is known as the Boulder Valley School District east and west rings, four strands of fiber between the BVSD west ring at 47th and Mitchell and the BCCC Data Center, shared access to a City 24-strand fiber cable between the BCCC Data Center and a Lumen (then Level 3) splice point at Airport Road, and one conduit between the corner of Broadway and Lawry Lane and the Courthouse. In exchange, the County provides the City with use of the BCCC Data Center. The 2009 BCCC Data Center Agreement is set to expire on May 31, 2028. Resolutions & Clarifications. The Parties mutually agree this service should continue according to the terms of the 2009 agreement. The Parties hereby incorporate the 2009 BCCC Data Center Agreement herein as Exhibit H and make it part of this IGA, subject to the following amendments: the original term end date of May 31, 2028, is hereby replaced with a new term end date of May 31, 2033. Unless a Party provides written notice to the other Party at least sixty (60) days prior to the expiration of the 2009 BCCC Data Center Agreement of its intent not to extend or renew, the 2009 BCCC Data Center Agreement will be automatically renewed for an unlimited amount of two (2) year terms unless sooner terminated. Outside of the terms amended above, if there is any conflict between the terms of the 2009 BCCC Data Center Agreement and this IGA, the terms of the 2009 BCCC Data Center Agreement will control. 2.1.6 2010 Boulder County Jail Connection. In or around 2010, the County began providing the City with layer 2 (switched Ethernet) connectivity to its Boulder County Jail facility originating at the Boulder County Communications Center. This arrangement is not documented in writing. Resolutions & Clarifications. The Parties mutually agree that this service should continue. Accordingly, the Parties agree that layer 2 connectivity to the Boulder County Jail for the purpose of connecting City water utility instruments to the City’s network will remain in use. The Parties agree to incorporate the Boulder County Jail Connection herein and make it part of this IGA. See Exhibit C for City and County Boulder County Jail Connection location, components, responsibilities, and obligations, attached hereto and incorporated herein. The Parties further agree that the City will pay no fees to the County for this service and use. 2.1.7 2017 Boulder County Communications Center Fiber, Conduit, and Camera Connection Exchange. In 2017, the City began providing the County with various fiber strands between the Boulder County Communications Center, Airport Blvd, and the Boulder Municipal Airport complex. This includes the City providing (a) six fiber strands in a City-owned 96-strand fiber optic cable between City rack 7 inside the data center and an existing Zayo splice enclosure inside handhole N05W01-1356 on the north side of Airport Blvd for future Zayo services; (b) four fiber strands in a City-owned 48-strand fiber optic cable between City rack 7 inside the data center and the Boulder Municipal Airport manager’s office building (3327 Airport Road) and four fiber strands in a City-owned 48-strand fiber optic cable between the manager’s office building and the airport terminal building (3335 Airport Road); and (c) Ethernet/IP connectivity to the internet for

one County video surveillance camera at the South Boulder Recreation Center, with camera and cabling to be, and remain, County responsibility. In exchange for the City’s services, the County provides the City access to one shared County-owned 4-inch conduit for the installation by the City of two fiber optic cables between the Boulder County Communications Center and existing City handhole N05W01-1484 on the east side of the BCCC east driveway at Airport Blvd. This arrangement is not documented in writing. Resolutions & Clarifications. The Parties mutually agree that the in-kind exchange of infrastructure described in this Section 2.1.7 shall continue. The Parties agree to incorporate the Boulder County Communications Center Fiber, Conduit, and Camera Connection Exchange herein and make it part of this IGA. See Exhibit D for City and County Boulder County Communications Center Fiber, Conduit, and Camera Connection Exchange locations, components, responsibilities, and obligations, attached hereto and incorporated herein. The Parties further agree that the exchange of assets under the 2017 Boulder County Communications Center Fiber, Conduit, and Camera Connection Exchange is substantially equal in value, meaning no Party owes any fees to the other by virtue of the rights, benefits, and leased interests exchanged. 2.1.8 2020 Boulder County Communications Center Conduits. In 2020, the Parties discussed providing the City access to two shared Boulder County Communications Center conduit entrances into the data center for the installation of two City fiber cables which are laterals from the City’s Community Broadband fiber backbone. The two conduit entrances originate near the BCCC east driveway at a County handhole and near the BCCC west driveway at a County handhole. Both City fiber cables were installed through the County conduits and put in service in or around 2022. This arrangement is not documented in writing. Resolutions & Clarifications. The Parties mutually agree that the County will continue to permit the City access to the handholes and shared conduits described in this Section 2.1.8. The City shall have access to: (a) one existing County 4-inch conduit for installation of one City fiber optic cable between the BCCC Data Center and an existing County handhole (located at approximately 40.033412, -105.229457) on the east side of the BCCC east driveway (a conduit path length of approximately 210 ft); and (b) one existing County 4-inch conduit for installation of one City fiber optic cable between the BCCC Data Center and an existing County handhole (located at approximately 40.033613, -105.230990) on the east side of the BCCC west driveway (a conduit path length of approximately 295 ft). The Parties agree to incorporate the handholes and conduit access described herein and make it part of this IGA. See Exhibit E for handholes access locations, components, responsibilities, and obligations, attached hereto and incorporated herein. The two shared County conduits described here constitute a combined shared conduit path length of 505 ft. Fees to be paid by the City to the County for the use of these conduits are described in Section 4.3 Rent and are based on the rate schedule in Exhibit G.

ARTICLE III GRANT OF NEW LEASED RIGHTS IN COMMUNITY BROADBAND NETWORK Section 3.1 New Fiber Lease. The City hereby leases to the County fiber strands throughout its 432-strand Community Broadband fiber backbone and in each of five fiber laterals from that backbone for the County’s exclusive use. These fiber strands are described more particularly as follows: a.

Four fiber strands throughout the route of the City’s 432-strand Community Broadband fiber backbone (50.5 fiber route miles, totaling 202.0 fiber strand miles);

Four fiber strands in each of two lateral cables from the Community Broadband fiber backbone to the Boulder County Communications Center Data Center located at 3280 Airport Rd, Boulder, CO 80301 (0.2 fiber route miles, totaling 0.8 fiber strand miles);

Four fiber strands in each of two lateral cables from the Community Broadband fiber backbone to the City’s Public Safety Building located at 1805 33rd St, Boulder, CO, 80301(0.1 fiber route miles, totaling 0.4 fiber strand miles);

Eight fiber strands in one lateral cable from the Community Broadband fiber backbone to the Gunbarrel radio tower facility located in the general area of East Boulder/Gunbarrel Trail/Heatherwood/Gunbarrel, Boulder County, CO 80544, FCC Tower ID: 1209700, coordinates: 40.0653° N, -105.1555° W (1.2 fiber route miles, totaling 9.6 fiber strand miles); and

Eight fiber strands in one lateral cable from the Community Broadband fiber backbone to the Boulder County Hub facility located at 2525 28 th St, Boulder, CO 80301 (0.2 fiber route miles, totaling 1.6 fiber strand miles).

See Exhibit F for the approximate locations and depiction of the fiber strands referenced in this Section 3.1 and for City and County leased Community Broadband fiber responsibilities and obligations, attached hereto and incorporated herein. ARTICLE IV CONSIDERATION AND TERM Section 4.1 Summary. By this Agreement, each Party is leasing, or obtaining a right of access and use, to facilities of the other (e.g., some portion of conduit/fiber of the other, or the BCCC Data Center): Article II sets forth resolution of existing leases and access rights for facilities; Article III sets forth for the new Community Broadband leased portion from the City to the County (all Article II and Article III facilities, collectively hereafter the “Facilities” and each a “Facility”). Hereafter, the Party serving as lessee or receiving access rights to a Facility is the “Lessee Party” and the Party serving as lessor or providing access rights to a Facility is the “Lessor Party.” Section 4.2 General Terms. With respect to the Facilities, each Party agrees as follows: a.

Lessee Attendant Facilities. The Parties anticipate that a Lessee Party may connect to the 6

Facilities additional fiber, conduit, or other equipment necessary to connect to premises or otherwise make full beneficial utilization of the Facilities at the Lessee’s desired endpoints (collectively, “Lessee Attendant Facilities”). Upon connection of any such Lessee Attendant Facilities, the Lessee Party shall own and shall remain solely responsible for such Lessee Attendant Facilities, including connecting, safely and without damage or material degradation of the Facilities, and at its sole cost, effort, and risk, the Lessee Attendant Facilities to the Facilities. All references to the “Facilities” specifically exclude Lessee Attendant Facilities, which shall remain the sole responsibility of the Lessee Party. Upon termination or expiration of this IGA, or any portion of the Facilities to which a Lessee Attendant Facility connects, the Lessee Party shall promptly, safely, and without damage to the Facilities disconnect its Lessee Attendant Facilities. b.

Maintenance. Except as may be set forth in the IGA exhibits, including Exhibit H, the 2009 BCCC Data Center Agreement, the Lessor Party shall be responsible for the ongoing inspection and maintenance of said Facilities, at its sole cost and effort, including locator services and the cost of repairing Facilities in case of an accidental cut. Lessor Party’s inspection and maintenance shall be in accordance with all laws and rules applicable to such Facilities, and consistent with customary industry standards and practices. Lessor Party agrees to inspect, maintain, and repair the conduit/fiber in the right of way with due caution and regard for the Lessee Party’s and the public’s right of use and access to the right of way. The Lessor Party agrees that the Lessee Party will not have any liability, responsibility, or cost for any damage, maintenance, or repair of any Facility being constructed, installed, maintained or repaired by the Lessor Party under this IGA.

Relocations. Except as may be set forth in the IGA exhibits, in the event any relocation of the Facilities becomes necessary, the Lessor Party shall be responsible for the relocation costs associated with relocating the Facilities.

Lessee Party Work. In the event Lessee Party performs any maintenance, construction, testing, or other forms of work on the Facilities, Lessee Party shall: (i) obtain the prior written permission to perform such work from the Lessor Party, to the extent this IGA does not explicitly grant such permission; (ii) perform all work at its sole cost and effort; (iii) perform all work in accordance with all laws and rules applicable to such Facilities, and consistent with customary industry standards and practices; (iv) notify and coordinate the work with any other impacted tenants of the Facilities, such as other lessee’s fiber connected or adjacent to the Facilities; and (v) be solely responsible for any costs, damage, fees, claims, or penalties that arises from its work. No permission granted by Lessor Party in its capacity as lessor shall alter or avoid any need by Lessee Party to adhere to law, satisfy planning, development, or other legal processes for construction, notify other users of the right of way in accordance with law, or complete any other process required by law.

Construction & Major Maintenance. All construction and major maintenance work to be performed by either Party on the Facilities may be performed by such Party’s third-party contractor or other designee, provided that the third-party contractor or other designee agrees to indemnify and add as additional insured the other Party. To the extent feasible, the Parties agree to discuss all pre-planned work and costs in advance of the work.

Locating Services for Fiber and Conduit. The cost of services to locate fiber cables and conduit of the Facilities will be the responsibility of the Lessor Party.

Access. Access by any Lessee Party to the right of way controlled by the Lessor Party shall require 30 days’ advance notice, shall not unreasonably interfere with the Lessor Party’s business or the public’s use and access, and conform to all ordinances, standards, rules and regulations applicable to work in the right of way.

Notice of Material Construction. In the event any new significant planned construction work must be performed on the Facilities by the Lessor Party, the Lessor Party agrees to provide advance written notice of no less than thirty (30) days.

Damages. Subject to Section 5.1, each Party will be responsible for, and will cause, at its own cost and effort, the repair and replacement of, any damages or harm it or its contractor causes to such Facilities, and any property used to access such Facilities, and will promptly remedy such damages without undue delay. In the event of any other damage to a Lessor Party’s Facility, the Lessor Party will promptly remedy such damages without undue delay.

Use Limits. No Lessee Party shall use the Facilities in a way that interferes with, or adversely affects, the use of the Facilities by the Lessor Party or any of the Lessor Party’s lessees, licensees, or users.

Leasing, Sub-Leasing, Assignments – Downstream Lessee Users. A Lessee Party may not assign, lease, sub-lease, transfer, or otherwise convey any rights to the Facilities (collectively, “Downstream Lessee Users”) without the prior written consent of Lessor Party. In the event such prior written consent is given, the Lessee Party shall remain solely responsible for any and all costs, claims, damages, or harm that arises due to, from, or through that its Downstream Lessee Users. The Parties specifically agree that the Lessor Party shall have no responsibility to review or assess any contracts the Lessee Party may have with any Downstream Lessee Users, and it is solely Lessee’s Party to assume risks, take on responsibilities, or establish contractual protections associated with its Downstream Lessee Users.

Risks. Leasing and access are solely at the Lessee Party’s own risk. Any Downstream Lessee User is deemed to have accepted use at its sole risk. Rights granted in each Facility are subject to Section 5.1, Limitations of Liability; Disclaimer of Warranties, below.

Information. Each Party will maintain and provide information about its Facilities to the other as may be reasonably requested.

Except as stated herein, nothing in this Agreement affects the infrastructure of that Party which is not a “Facility” hereunder; including, by way of example and not limitation, the City’s ability to lease, use, and dispose of any portion of its Community Broadband network which does not comprise the fiber strands leased hereunder. Section 4.3 Rent. Pursuant to this Agreement, the Parties believe that the 2017 Boulder County Communications Center Fiber, Conduit, and Camera Connection Exchange, the 2010 Boulder 8

County Jail Connection, the 2009 BCCC Data Center Agreement, and the 2008 FRGP Connection constitute like-kind exchanges of value and, accordingly, no rental fees accrue to either Party. The Parties intend to quantify all other fiber and conduit exchange at the rental rates listed in Exhibit G. The County is leasing 222.4 dark fiber strand miles on 56.2 fiber route miles from the City. Accordingly, as of the Effective Date, the County agrees to pay the City $27,920.00 per year. The City is leasing 505 LF of shared conduit from the County. Accordingly, as of the Effective Date, the City agrees to pay the County $631.25 per year. For the convenience of the Parties, the County’s payment to the City will be reduced by the amount of the City’s payment to the County. Therefore, as of the Effective Date, the County will pay the City $27,288.75 per year. Additionally, the Parties agree that the County may issue rent payment in advance for the first three years, in the amount of $81,866.25. The Parties agree that the County’s payment of this amount will resolve the rent payment obligations of both Parties for the first three years of the IGA. If the IGA is terminated during the first three years, the Parties will work together in good faith to determine any refund amounts owed for any unused portion of the fees paid. The Parties agree that, if and when this Agreement is amended in a manner that alters or adds the Facilities exchanged, the Parties may approximate the new leased assets exchanged and, if necessary, negotiate in good faith as to rental rates for the Facilities. Any such amendment will be made in accordance with Sections 5.19 and 5.20. Except as set forth above or in any of the IGA exhibits and any amendments thereto, neither Party may charge any fees to the other in connection with any benefits conferred under this IGA. This includes, but is not limited to, franchise fees, utility fees, usage fees, right of way fees, or other fees that may be levied by the Parties, unless a Lessee Party enters the commercial marketplace (e.g., a franchise agreement becomes required) and such charges are allowed or required by law due to such entrance. Section 4.4 Term. The initial Term of this IGA shall be for a period of twenty (20) years beginning on the Effective Date and expire on , 2046 (“Initial Term”), unless terminated as provided herein. 4.4.1 Extension of Initial Term. Unless a Party provides written notice to the other Party at least sixty (60) days prior to the expiration of the Initial Term of this IGA of its intent not to extend or renew, the IGA will be extended or renewed for an unlimited amount of five (5) year terms (“Renewal Term”) unless terminated as provided herein.

ARTICLE V MISCELLANEOUS Section 5.1 Limitations of Liability; Disclaimer of Warranties. a.

NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT FORESEEABLE, OF ANY KIND INCLUDING BUT NOT LIMITED TO ANY LOSSED REVENUE, LOSS OF USE, LOSS OF BUSINESS OR LOSS OF PROFIT, WHETHER SUCH ALLEGED LIABILITY ARISES IN CONTRACT OR TORT. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS IGA, THE ENTIRE LIABILITY OF EACH PARTY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, SUPPLIERS OR CONTRACTORS (ASSOCIATED PARTIES) FOR LOSS, DAMAGES AND CLAIMS ARISING OUT OF THE ADEQUACY OR PERFORMANCE OF THE FACILITIES OR THE DELIVERY OF ANY SERVICES INCLUDING, BUT NOT LIMITED TO, DELAY IN THE CONSTRUCTION OF ANY CONNECTIVITY CONSTRUCTION, INSTALLATION, OR THE PERFORMANCE OR NONPERFORMANCE OF THE SERVICES SHALL BE LIMITED TO A WAIVER OF THE RIGHT TO COLLECT RENT FOR SUCH FACILITIES DURING SUCH PERIODS OF UNAVAILABILITY OR NONPERFORMANCE. REMEDIES UNDER THIS IGA ARE EXCLUSIVE AND LIMITED TO THOSE EXPRESSLY DESCRIBED IN THIS IGA.

THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT WITH RESPECT TO THE FACILITIES, SERVICES OR EQUIPMENT. ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED TO THE MAXIMUM EXTENT ALLOWED BY LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER PARTY WARRANTS THAT THE SERVICES OR EQUIPMENT WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF LATENCY OR DELAY, OR THAT THE SERVICES OR EQUIPMENT WILL MEET THE OTHER PARTY’S REQUIREMENTS.

Section 5.2 Termination. 5.2.1 Material Breach. If either Party defaults in the performance of any material term of this IGA and does not substantially cure such default within thirty (30) days after receiving written notice of such default, then the non-defaulting Party may terminate this IGA by providing ten (10) days prior written notice of termination to the defaulting Party. a.

Substantial Facility Failure. In the event any Facility hereunder substantially fails, becomes inoperable or unusable, or is significantly damaged or destroyed (collectively, a “Failed Facility”), the Party with lease or access rights shall have, as its sole and exclusive remedy, the right to terminate its lease of the Failed Facility. If the Failed Facility constitutes a material portion or segment of the total Facilities, the Party shall have a right to terminate with respect to all of the Facilities.

5.2.2 Termination For Convenience. Either Party may terminate its participation in this IGA, or in any portion of the Facilities leased or accessed hereunder, by delivering written notice to the non-terminating Party. Such termination shall be effective on the date which is sixty (60) days after receipt of such notice by the non-terminating Party. Section 5.3 Survival. Any and all provisions of this Agreement that, by their nature, would reasonably be expected to be complied with or performed after the expiration or termination of this Agreement, or any portion hereof, shall survive any expiration or termination of this Agreement, or such portion hereof. Section 5.4 No Appropriation. If either Party’s performance under this IGA depends upon an appropriation of funds by its respective governing body, and if any Party’s governing body fails to appropriate the funds necessary for performance, the affected Party may provide written notice of this failure to the other Party and terminate this IGA. Such written notice shall specify the effective date of termination. Each Party shall endeavor to give the other Party as much advance notice as possible of a termination for non-appropriation. Section 5.5 Insurance. Each party is a “public entity” under the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, et seq., as amended, and shall always during the terms of this IGA maintain such liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under the Act. This insurance shall have minimum limits, which shall match or exceed the maximum governmental liability limits. Section 5.6 No Property Rights. This IGA does not convey any property rights or any license to either Party or any divisions or departments of either Party unless specifically stated herein. Section 5.7 Jurisdiction and Venue. The laws of the State of Colorado shall govern the interpretation, validity, and effect of this IGA. The City and County agree that the venue for any disputes arising under this IGA shall be in Boulder County, Colorado. Section 5.8 Governmental Immunity. Each Party agrees to be responsible for its own negligent actions or omissions, and those of its officers, agents, and employees in the performance or failure to perform work under this IGA. Nothing herein shall be construed as or is intended as a waiver of the rights and protections afforded any of the Parties under the Colorado Governmental Immunity Act, C.R.S. §§ 24-10-101, et seq., as the same may be amended from time to time. Further, the Parties agree that in the event any claim or suit is brought against any or some of the Parties, the Parties will cooperate with one another and with the insuring entities of the respective Parties in defending such claim or suit. Section 5.9 No Assignability. Neither this IGA nor any rights hereunder, in whole or in part, shall be assignable or otherwise transferable without the prior written consent of all Parties. Section 5.10 Relationship of the Parties. Nothing herein will be construed to create a joint venture, partnership, employer/employee or other relationship between the Parties other than independent contracting parties. Section 5.11 Waiver. Waiver of strict performance or the breach of any provision of this IGA 11

shall not be deemed a waiver of any other provision, unless such waiver has rendered future performance impossible. Section 5.12 Force Majeure. Except as otherwise provided by Colorado law, neither party shall be liable for any delay or failure to perform its obligations hereunder to the extent that such delay or failure is caused by a force or event beyond the control of such party including, without limitation, war, embargoes, strikes, riots, fires, floods, earthquakes, or other acts of God. Section 5.13 Notice. Any notices given under this IGA are deemed to have been received and to be effective: (a) three days after the same shall have been mailed via Federal Express; (b) immediately upon hand delivery; or (c) immediately upon receipt of confirmation that an electronic mail transmission was received. For the purposes of this IGA, any and all notices shall be addressed to the contacts listed below: For the County: Information Technology 2025 14th Street Boulder, CO 80302 ITcontracts@bouldercounty.gov

Boulder County Attorney PO Box 471 Boulder, CO 80205 ca@bouldercounty.org

For the City: City Manager City of Boulder 1777 Broadway Boulder, CO 80302 CMOAdmin@bouldercolorado.gov

City Attorney City of Boulder 1777 Broadway Boulder, CO 80302 CAOAdmin@bouldercolorado.gov

Innovation & Technology City of Boulder 1777 Broadway Boulder, CO 80302 itadm@bouldercolorado.gov Section 5.14 Integration. This IGA contains the entire understanding of the Parties and neither it, nor the rights and obligations hereunder, may be changed, modified, or waived except by an instrument in writing that is signed by the Parties or their authorized representatives. Section 5.15 Section Headings. Section headings are inserted for the convenience of reference only. Section 5.16 No Intended Beneficiaries. This IGA is solely for the benefit of the Parties hereto and no third party shall be entitled to claim or enforce any rights hereunder except as specifically provided herein. It is the express intention of the Parties that any such entity, other than the City or County, receiving services or benefits under this IGA shall be deemed an incidental beneficiary only. This IGA may not be enforced by any third party. No third party may rely upon this IGA.

All covenants, terms, conditions, and provisions in this IGA are for the sole and exclusive benefit of the City and the County. Section 5.17 Severability. If any provision of this IGA is determined to be unenforceable or invalid for any reason, the remainder of the IGA shall remain in effect, unless otherwise terminated in accordance with the terms contained herein. Section 5.18 Entire Agreement. This IGA and the exhibits attached hereto constitute the entire agreement of the Parties. Section 5.19 Amendments. This IGA may only be modified upon written agreement signed by the Parties that is approved as to form by each of their respective counsel. Section 5.20 Amendment of Exhibits. Any of the Exhibits to this IGA may be amended by written agreement signed by each Party’s Director of Information Technology, so long as the amendments do not change any provisions, terms or conditions of this IGA. Section 5.21 Electronic Signatures. This IGA may be executed by electronic signature, which shall be considered an original signature for all purposes and shall have the same force and effect as an original signature. Without limitation, electronic signature shall include facsimile versions of an original signature, electronically scanned and transmitted versions of an original signature, and digital or digitally generated signatures. Section 5.22 Authorization. Each Party represents and warrants that it has the power and ability to enter into this IGA, to grant the rights granted herein, and to perform the duties and obligations herein described. Section 5.23 Colorado Open Records Act. Each Party may disclose any records that are subject to public release under the Colorado Open Records Act, C.R.S. § 24-72-200.1, et seq. The Parties acknowledge that this IGA, including the exhibits and any amendments thereto, may contain specialized details of physical and cyber assets of critical infrastructure or other confidential information. IN WITNESS WHEREOF, the City and County representatives have signed this IGA as of the Effective Date. (Signature pages to follow)

COUNTY OF BOULDER BOARD OF COUNTY COMMISSIONERS

_____________________________

Date: _____________________

ATTEST:

_____________________________ County Clerk

___________________________________

CITY OF BOULDER,

a Colorado home rule city

Nuria Rivera-Vandermyde, City Manager ATTEST:

City Clerk APPROVED AS TO FORM:

____________________________________ City Attorney’s Office

EXHIBIT A County may utilize two fiber strands in City/BRAN fiber optic cables in the route shown in the following map:

Location. City of Boulder Public Safety Building 1805 33rd St, Boulder, CO, 80301 CU Boulder Telecom Building 1045 18th St, Boulder, CO, 80305

Components. County may use two fiber strands between a BRAN fiber termination panel at the Public Safety Building and a BRAN fiber termination panel at the CU Telecom Building. Obligation and Responsibilities of the City. a.

The City shall be responsible for all maintenance, repair, relocation, and locating of its associated fiber cables and conduits, including various splice enclosures and fiber termination panels, so as to maintain continuity for two fiber strands between a BRAN fiber termination panel at the Public Safety Building and a BRAN fiber termination panel at the CU Telecom Building for the use of the County.

Obligation and Responsibilities of the County. a.

County supplies all needed fiber patch cables and electronic equipment needed to utilize the two fiber strands at its own cost.

EXHIBIT B LOCATION, COMPONENTS, RESPONSIBILITIES, AND OBLIGATIONS for 2008 FRGP Connection

Location. Boulder County Communications Center, 3280 Airport Rd, Boulder, CO 80301 Components. City provides one Ethernet switch port (10G SFP+ type capable of 10 Gbps transmission) on a City switch in the BCCC data center for a connection to the County network. City and County collaborate on consistent switch configurations to facilitate a County network connection to an appropriate FRGP network VLAN. Obligation and Responsibilities of the City. a.

City provides this network transport between the County network and FRGP network at no cost to the County.

Obligation and Responsibilities of the County. a.

County supplies a suitable and compatible SFP+ module for the City switch port and all needed inside plant cabling at its own cost.

EXHIBIT C LOCATION, COMPONENTS, RESPONSIBILITIES, AND OBLIGATIONS for 2010 Boulder County Jail Connection Location. Boulder County Communications Center Boulder County Jail Components. County provides one Ethernet switch port (10/100/1000 RJ-45 type capable of autonegotiating 1000 Mbps transmission) on a County switch in the BCCC data center for a connection to the City network. This County switch port is configured as an access port in a County VLAN dedicated to the use of the City for connectivity between the BCCC and Boulder County Jail. County provides one Ethernet switch port (10/100/1000 RJ-45 type capable of autonegotiating 1000 Mbps transmission) on a County switch in the Boulder County Jail for a connection to a nearby City device or City switch. This County switch port is configured as an access port in the same County VLAN as the port at the BCCC. Obligation and Responsibilities of the City. a.

City supplies all needed inside plant cabling at its own cost.

Obligation and Responsibilities of the County. a.

County provides this network transport between the City network and the City switch or device at the Boulder County Jail at no cost to the City.

City and County will collaborate on consistent switch configurations to facilitate a City connection between its device or switch in the Boulder County Jail and its network in the BCCC.

EXHIBIT D LOCATION, COMPONENTS, RESPONSIBILITIES, AND OBLIGATIONS for 2017 Fiber, Conduit, and Camera Connection Exchange Location and Components. Fiber, conduit, and camera connection exchange. City provides one Ethernet switch port (10/100/1000 RJ-45 type capable of auto-negotiating 1000 Mbps transmission) on a City switch at the South Boulder Recreation Center for connection of a County camera. This City switch port is configured as an access port in suitable City VLAN to allow the County camera to connect to the internet through the City network. City may access one shared County 4-inch conduit (2017 BCCC East Conduit Entrance) in the route shown in the following map.

County may utilize strands in City fiber optic cables in the routes shown in the following map:

Obligation and Responsibilities of the City. a.

City retains ownership of fiber optic cables and is responsible for their ongoing maintenance and timely repair.

Obligation and Responsibilities of the County. a. b.

County retains ownership of the conduit and is responsible for its ongoing maintenance and timely repair. County supplies all needed inside plant cabling and camera equipment for the South Boulder Recreation Center at its own cost.

City and County collaborate on consistent network security configurations to facilitate connectivity between its camera and other internet endpoints.

EXHIBIT E LOCATION, COMPONENTS, RESPONSIBILITIES, AND OBLIGATIONS for 2020 Boulder County Communications Center Conduits Location and Components. City may access one shared County 4-inch conduit in each of two BCCC conduit entrances (2020 BCCC East Conduit Entrance and 2020 BCCC West Conduit Entrance) in the routes shown in the following map:

Obligation and Responsibilities of the City. a.

City is responsible for the maintenance and timely repair of its fiber optic cables installed in County conduits.

Obligation and Responsibilities of the County. a.

County retains ownership of conduits and is responsible for their ongoing maintenance and timely repair.

EXHIBIT F COMMUNITY BROADBAND FIBER STRANDS LOCATION AND DEPICTION and OBLIGATIONS AND RESPONSIBILITIES for lease of City Community Broadband Network Fiber Strands to County

County may utilize fiber strands in the City’s Community Broadband backbone and lateral fiber optic cables in the counts and routes described in Article III and as shown in the following map:

Obligation and Responsibilities of the City. a.

The City shall complete all needed fiber splices at the County’s expense within the City’s 23

Community Broadband fiber network including splices at the laterals described in Section 3.1 and any future laterals built by the County. b.

As described in Section 4.2, the City shall be responsible for all maintenance, repair, relocation, and locating of its fiber cables and conduits, including splice enclosures for any County laterals.

Obligation and Responsibilities of the County. a.

The County shall be responsible at its own expense for the design, building, and installation of new fiber laterals from its facilities to connect to its assigned strands in the City’s Community Broadband fiber backbone or the City-owned lateral cables described in Section 3.1. The resulting lateral conduits and fiber are then the sole property of the County.

The County is responsible for all maintenance, repair, relocation, and locating of its lateral conduits and fiber up to a demarcation at City splice enclosures.

Upon the completion of the County’s connectivity contemplated herein, the County will return to the City the Lumen, Comcast, and City fiber strands as stated in Sections 2.1.1 and 2.1.2.

EXHIBIT G Fiber and Conduit Leasing Rates 20-Year Term Education, Research, and Government Use 1. Dark Fiber Leasing Item Dark Fiber Strand Dark Fiber O&M Fee 2. Conduit Leasing Item Conduit Conduit O&M Fee

Description Individual strand Maintenance

Description Shared Conduit Maintenance

Unit Per strand mile year Per route mile year

Unit Per LF year Per LF year

Rate $0.25 $1.00

Rate $75 $200

EXHIBIT H 2009 BCCC Data Center Agreement

EXHIBIT H