Inter-Agency Agreement (IAA) Between CDOT and Institutions of Higher Education Project: ITS 0252-363 (14399) I-25 Fiber Interconnect To Colorado Springs THIS INTER-AGENCY AGREEMENT, made this ______ day of ________________, 2004, by and between the State of Colorado for the use and benefit of THE COLORADO DEPARTMENT OF TRANSPORTATION, hereinafter referred to as CDOT, and the Institutions of Higher Education consisting of the State Board for Community Colleges and Occupational Education System by and for the benefit of the Colorado Community Colleges System (CCCS), the Board of Governors of the Colorado State University System (CSUS) by and for the benefit of the Colorado State University System (CSUS), and the Board of Regents of the University of Colorado System by and for the benefit of the University of Colorado System (CUS), hereinafter collectively referred to as “the Institutions.” I. FACTUAL RECITALS 1. This IAA outlines CDOT’s and the Institutions’ cooperative efforts and financial sharing of the costs associated with Project ITS 0252-363 (14399), also known as the I-25 Fiber Interconnect to Colorado Springs. The Project will deploy approximately 68 miles of a dark fiber optic backbone and manholes within conduits owned by CDOT (the “Facility”) within the CDOT I-25 right-of-way (ROW) between Lincoln Avenue and Mile Point 128 (MP 128) in the Colorado Springs area. In addition, if CDOT/Higher Ed Fiber Optic IAA CDOT Project 14399 Page 1 of 23 funding permits, the Facility will be extended southward along I-25 toward the city of Pueblo to Mile Point 103. Necessary computer and networking equipment will subsequently be installed by CDOT to operate its fiber optic network, and will be used to communicate with and control Intelligent Transportation System (ITS) devices such as cameras, dynamic message signs, weather stations, etc. from various traffic operation centers connected to this fiber optic backbone. In addition, the Institutions will use the backbone and install the necessary equipment to connect various institutions of higher education to a high-speed communications network for educational purposes. 2. The CDOT ITS Strategic Plan identifies deployment of ITS enabling infrastructure and statewide traveler information systems as fundamental strategic goals. The fiber optic backbone will complete a permanent Center-to-Center (C2C) connection between the CDOT Traffic Management Center in Lakewood, Colorado and the Colorado Springs Traffic Operations Center in Colorado Springs. This, in conjunction with connection of existing and future ITS devices in the corridor, will significantly expand and improve traveler information, incident response, and traffic management systems within the I-25 corridor between Denver, Colorado Springs, and eventually Pueblo. 3. CDOT desires to provide reliable, accurate and timely statewide traveler information so that users are able to make decisions that enhance and improve their choice of travel, mode, route and time, thereby resulting in a more productive, efficient and safe CDOT/Higher Ed Fiber Optic IAA Project 14399 Page 2 of 25 transportation system. CDOT believes, and studies have demonstrated, that travelers that utilize traveler information can benefit by avoiding traffic problems, saving time by reducing delay and improving travel reliability, reducing travel frustration, reducing crash rate and reducing fuel consumption. 4. The Institutions desire to achieve high-speed connectivity among their primary sites along the Front Range, including CSU Pueblo, University of Colorado at Colorado Springs (UCCS) in Colorado Springs, the University of Colorado Health Sciences Center (UCHSC) in Denver, and Community College sites in Colorado Springs and Pueblo via interconnection of these primary sites to the Front Range GigaPoP at the University of Colorado at Denver (UCD). 5. The Federal Highway Administration (FHWA) supports the Project as evidenced by their concurrence of FHWA/CDOT ITS Partnership Agreement (Revision 4 – October, 2002). FHWA concurrence authorized CDOT to utilize federal funds on the Project, and approved the scope of the Project. 6. CDOT and the Institutions, hereinafter jointly referred to as “the Parties,” desire to enter into this IAA concerning sharing the cost of the Project, both in funding and inkind services. Federal and state funds have been budgeted, appropriated and encumbered for the performance of the Project. CDOT/Higher Ed Fiber Optic IAA Project 14399 Page 3 of 25 7. This IAA 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 Institutions under the authority of. Section 29-1-203 C.R.S. NOW, THEREFORE, it is hereby agreed that, II. STATEMENT OF WORK and GENERAL FACILITY SPECIFICATIONS 1. Statement of Work – In accordance with the responsibilities defined in Attachment A, the Institutions shall perform the following duties (the “Work”) in accordance with the following facility specifications: a. The Institutions will perform all cable splicing and bi-directional Optical Time Domain Reflectometer (OTDR) testing necessary to make the 168 count armored cable (i.e. backbone fiber) function according to, or exceeding the fiber optic specifications identified in the Project Specifications listed in the Project Specials. Each fiber span shall have an optical loss less than or equal to 0.15 dB at 1,550 nm. Individual cable lengths to be spliced are approximately 36,000 feet. Splices shall be performed according to a splicing diagram to be developed and supplied to the Institutions by CDOT. b. The Institutions shall provide all necessary splicing of the 168-count cable to the existing 96-count fiber optic cable at Lincoln Ave., according to a splicing diagram to be provided by CDOT for this work. Each splice shall have an optical loss less than or equal to 0.15 dB at 1,550 nm. CDOT/Higher Ed Fiber Optic IAA Project 14399 Page 4 of 25 c. If provided, the Institutions will perform splicing of lateral cable connections for both CDOT and Douglas County designated locations. Each splice shall have an optical loss less than or equal to 0.15 dB at 1,550 nm. The number of lateral splices to the backbone fiber shall not exceed eight. If lateral cable is not provided and installed for up to eight lateral splices to the backbone fiber by April 30, 2004, the Institutions will be excused from any remaining lateral splices. For lateral fibers, OTDR tests will be performed, and results provided to CDOT as required below, by the Institutions in one direction only. d. The Institutions shall procure and install all splice canisters necessary to house all splices in manholes. These splice canisters shall be Coyote Splice Closure Model 8.5” x 22” Six Port End Plate Buffer Tube Closure, or equivalent. Invoiced costs for this item shall be the responsibility of CDOT, as described below in Section IV.10. e. The Institutions shall properly bond the armored cable to the grounds provided in the manholes. The Institutions shall procure and install in the manholes Norscan Model 2780-M SGU or equivalent grounding isolators to isolate the cable from the ground, allowing the cable to be traced. Procurement and invoice costs for this item shall be the responsibility of the Institutions. f. The Institutions shall provide for termination of the fiber cables in the Monument Hill Regeneration Facility (the “Regeneration Facility”) and the Colorado Springs Traffic Operations Center by splicing CDOT/Higher Ed Fiber Optic IAA Project 14399 Page 5 of 25 “pigtails” onto the fiber optic cables that enter these facilities. The Institutions shall be responsible for providing only the fiber “pigtails” to terminate their 12 fiber strands. However, if “pigtails” are provided by others, including CDOT, Douglas County, or the City of Colorado Springs, for their fiber strands, the Institutions shall provide the necessary splicing of these “pigtails.” g. For each of the 168 optic fiber strands, the Institutions will provide CDOT with bi-directional OTDR readings and power loss measurements for the end-to-end span at 1,550 nm. These measurements shall be provided in both hardcopy form and on floppy diskette. h. The Institutions shall label the fiber cables as they enter and exit the manholes, Regeneration Facility, and Colorado Springs Traffic Operations Center. Such labeling shall be mutually agreed upon by CDOT and the Institutions. III. ROLES AND RESPONSIILITIES OF THE INTITUTIONS 1. The Institutions, with respect to the project, and as compensation for the Work, shall contribute to the project as follows: a. The Institutions agree to share all costs, initial costs, costs of materials, and all subsequent costs, in the following proportions: 40% each from the Colorado State University and the University of Colorado Systems, and 20% from the Community College System (the “Proportions”). CDOT/Higher Ed Fiber Optic IAA Project 14399 Page 6 of 25 b. The Institutions agree to contribute $50,000.00 of non-federal funds to the performance of the Project in accordance with the Proportions. The funds shall be transferred to the CDOT project account within one week of the Parties signing this IAA. These funds shall become part of the project funds managed by CDOT and will not be further distinguished as the Institutions’ funds once transferred into the project budget. The Institutions will have no oversight of the funds once transferred to CDOT. IV. ROLES AND RESPONSIBILITIES OF CDOT With respect to the Project, CDOT will perform the following functions and be responsible for the following: 1. In exchange for the Work by the Institutions, CDOT will grant the Institutions an irrevocable Indefeasible Right-to-Use (IRU) for twelve (12) dark fibers within the backbone fiber of the I-25 corridor between Lincoln Ave. in Denver (approximately MP 193), passing through the Colorado Springs Traffic Management Center located at approximately Bijou St. in Colorado Springs, and terminating at the I-25/Fountain interchange – Exit 128. Equipment necessary to light this fiber will be the responsibility of the Institutions. Upon project completion, this IAA will serve as said IRU. 2. In addition, CDOT will grant the Institutions an irrevocable Indefeasible Right-toUse (IRU) for two (2) dark fibers on I-25 from Lincoln Ave. (approximately MP CDOT/Higher Ed Fiber Optic IAA Project 14399 Page 7 of 25 193) north to I-225, and along I-225 to a manhole at the intersection of I-225 and I-70. This fiber is already in place. Equipment necessary to light this fiber will be the responsibility of the Institutions. Upon project completion, this IAA will serve as said IRU. 3. CDOT shall prepare all Project Plans, specifications, and agreements for the Work. 4. CDOT shall cooperate with the Institutions to develop schematic diagrams of the fiber installed south of Lincoln Ave. so that the Institutions have details regarding splice locations and other pertinent information related to the Institutions’ work. 5. CDOT shall provide all necessary traffic control for the Institutions to safely perform their required splicing work during the construction phase of this project while on CDOT right-of-way in the I-25 corridor south of Lincoln. 6. CDOT shall manage and administer the Work, records, contractor billings and payments, and all Project activities to ensure that all applicable federal and state statutes, regulations, standards, plans, specifications and procedures are satisfied. 7. CDOT shall perform construction inspection activities to ensure that the Project is properly constructed in accordance with all applicable plans and specifications. CDOT/Higher Ed Fiber Optic IAA Project 14399 Page 8 of 25 8. CDOT shall grant the Institutions space in the Regeneration Facility located in CDOT right-of-way at Monument, as described below in Section VI. 9. Upon project completion CDOT shall provide to the Institutions, in hardcopy and electronic copy (AutoCAD format) as-built drawings of the completed Facility. 10. If provided by project completion and if project funds permit, CDOT will reimburse the Institutions for the invoiced costs associated with the splice cases provided by the institutions, as noted in Section II.1.d. V. IAA TERM The term of this IAA shall be from the date of full execution by all parties to 11:59 PM on December 31, 2024 for Section IV.1 of this agreement, and - to coincide with an existing CDOT/ICG Communications agreement – to 11:59 PM on December 31, 2020 for section IV.2 of this agreement. However, if the Institutions so desire, the term may be extended for a subsequent time period by written amendment to this IAA. Such extension shall not result in additional capital costs being incurred by the Institutions. However, the Institutions will be responsible for pro-rata maintenance and relocation costs as defined within Section VI of this IAA. The Facility, including but not limited to, all conduit, manholes, the Regeneration Facility, fiber optic cable, etc. within this project shall, at all times, remain the property of CDOT. CDOT/Higher Ed Fiber Optic IAA Project 14399 Page 9 of 25 VI. MAINTENANCE OF COMPLETED FACILITY Upon completion and CDOT acceptance of all work on this Project, the Parties agree to the following maintenance provisions of the Facility for the entire term of this IAA: 1. Manhole Access: a. Manholes within the Facility route shall remain the sole property of CDOT. The Institutions may share the use of manholes along the I-25 route south of Lincoln Ave. to access the Institutions’ fiber. No fee will be required from the Institutions to share manholes along the I-25 route South of Lincoln Ave. b. Although two dark fibers for the Institutions’ use will pass through existing manholes north of Lincoln Ave. along the I-25 route, all manholes north of Lincoln Ave. on I-25 and along I-225 to I-70 shall be entered only by CDOT or CDOT’s contractor. For the Institutions to perform work in these manholes, CDOT must be contacted and the work coordinated through CDOT contractors. c. For safety and security reasons, manholes on I-25 south of Lincoln Ave. may be entered only by CDOT employees, Douglas County employees, City of Colorado Springs Employees, the Institutions’ employees or their respective qualified contractor. No other entity, private or public, shall be permitted to enter manholes located along the Facility. d. Whenever the Institutions or their contractors desire to enter a manhole for a nonemergency reason, the CDOT ITS Office must first be notified at (303) 512-5800 a minimum of seven (7) business days prior to the entrance. Proper safety equipment and/or traffic control shall always be used for manhole access. Upon CDOT/Higher Ed Fiber Optic IAA Project 14399 Page 10 of 25 completion of the initial Facility construction and splicing, the Institutions shall be responsible for the use of proper safety equipment and/or traffic control when work is performed along the Facility on the Institutions’ behalf. CDOT reserves the right to review and accept or reject any Method of Handling Traffic (MHT) that may be required for manhole or Facility access by the Institutions. It is expressly understood that the Institutions do not require approval from CDOT before proceeding with manhole entrance. The notification mechanism required herein is for security and coordination purposes. e. The Institutions may enter into subsequent Inter-Governmental or Inter-Agency Agreements (IGA/IAAs) with other governmental or educational entities to share use of the Institutions’ fiber. However, work performed within the manhole must be performed by the Institutions or their qualified contractor, and adhere to the guidelines noted herein. 2. Regeneration Facility: The Institutions will be permitted to share space in the Regeneration Facility that exists adjacent to the Monument weigh station. This space will be reserved and used only for electronic equipment to operate an associated network. A minimum space will be provided for the Institutions to install two 19-inch equipment racks for their use. The Institutions shall also have access to AC power provided to the Regeneration Facility, along with access to battery and generator backup, if provided at this location. It is anticipated that the Institutions will draw no more than approximately 5% of the total power that will exist at the Regeneration Facility address. Therefore, monthly electrical invoices for power shall be the CDOT/Higher Ed Fiber Optic IAA Project 14399 Page 11 of 25 responsibility of CDOT. Should this percentage of power consumption significantly change during the Term of this IAA, CDOT reserves the right to share monthly electrical invoices with the Institutions, on a pro-rata basis. CDOT will grant any established security code, keys and/or other mechanisms necessary for the Institutions to access the building. For security purposes, CDOT reserves the right to have the Institutions install security caging around the Institutions’ equipment at the Institutions’ cost. 3. Routine Facility Line Maintenance: CDOT shall, at its own expense, provide routine Facility line maintenance along the entire route, including visual inspection of the line, marker post maintenance, line locates when required, and other maintenance items that are of a non-emergency nature. CDOT may subcontract this function if desired. The Institutions will not be required to pay a prorated fee for this category of maintenance. 4. Emergency Facility Maintenance: a. In the event that extraordinary repairs are required to be performed in connection with the Facility, CDOT will undertake the repairs and the Institutions shall be responsible, subject to fund appropriation, to reimburse CDOT for their pro rata share (based on the number of the Institutions’ fibers affected by such work divided by the total number of fibers affected by such work) of all reasonable and actual costs incurred in making repairs to the Facility which are not reimbursed by any third party. For example, should the Facility contain 168 total fibers at the CDOT/Higher Ed Fiber Optic IAA Project 14399 Page 12 of 25 time of a needed repair in which all fibers are affected, the Institutions will be responsible to reimburse CDOT 7.23% (derived from 12 fiber strands dedicated to the Institutions affected out of a total 168 fibers in the Facility) of the repair costs. The Institutions’ cost for such repair shall be paid in accordance with the Proportions. For purposes of this Section, extraordinary repairs shall mean repairs required as a result of any fiber or cable cuts or natural or man-made disasters. In general, this should not include cuts due to construction projects. In such cases, CDOT will first seek restitution from a contractor and/or the contractor’s insurance company for any associated cuts due to a construction project. The Institutions will not be required to pay a prorated fee for maintenance or repair in the event that such maintenance or repairs are the result of work undertaken by CDOT or its subcontractors. b. As used in this Section, "Disaster" means an occurrence causing widespread damage to, or a total failure of, the optic fibers contained in the Facility, and to which CDOT has not responded within four (4) hours of the time such damage or failure is discovered by or reported to CDOT. In the event of a Disaster, the Institutions (or its contracted maintenance subcontractor) may perform repairs to the Institutions’ fibers. The Institutions may have one (1) subcontractor access the Facility to repair the fibers, and coordinate that access with the CDOT ITS branch. c. The Parties agree that desired (but non-emergency) maintenance and/or upgrades of the respective fiber strands, equipment used in the manholes and Regeneration Facility, and any equipment in the Facility will be the responsibility of the respective party in control of the respective fiber or equipment. CDOT/Higher Ed Fiber Optic IAA Project 14399 Page 13 of 25 d. These maintenance provisions may be amended, provided that the Institutions and CDOT approve of such changes in writing. Such approval shall be signed by appropriate representative(s) of the Institutions and the CDOT ITS Branch Manager. 5. Notification: Prior to performing scheduled work and/or maintenance on the Facility, the Institutions shall give CDOT reasonable notice of the nature, location and duration of the work and/or maintenance on the Facility, not to be less than seven (7) calendar days prior to the commencement of work. Prior to performing Emergency facility work or work that may cause service interruptions on the Facility, all Parties shall use best efforts to give all Parties notice of the nature, location and duration of the work prior to the commencement of work. Notification shall be to all representatives identified in Section XII of this IAA. VII. PERMITTED USE CDOT and the Institutions are permitted to use the Facility only for governmental purposes, and shall not enter into any subsequent agreement to provide services via the Facility to a private sector, for-profit entity. VIII. FACILITY RELOCATION Each party recognizes that, from time to time, the Facility may require relocation due to a highway/transportation project in the ROW. Facility relocation duties for such a highway/transportation project will be the responsibility of CDOT, with as much advance CDOT/Higher Ed Fiber Optic IAA Project 14399 Page 14 of 25 notice as practical given to the Institutions’ Contacts as identified in Section XII of this IAA, and, when possible, will be performed without interruption of the Institutions’ service. The Institutions portion of the costs for such relocations shall not exceed 7.23% of the total cost of entire Facility relocation, or $10,000 per relocation project, whichever is less. The Institutions’ cost for such relocations shall be paid in accordance with the Proportion. Alternatively, by mutual agreement among CDOT and the Institutions, the Institutions shall supply the following in-kind services as their total contribution to the relocation: 1) provision of up to two splice cases, 2) the labor of performing up to two complete backbone cable splices, and 3) performing OTDR tests and providing power loss span readings after completion of the work. IX. DISPUTES Resolution of disputes or disagreements on any matter relating to the Work or the Services shall be subject to a three-step process. Upon written notification of any Party to all other Parties that a dispute exists, the matter shall first be submitted jointly to the Institutions’ Contacts as identified in Section 11 of this IAA and CDOT’s ITS Branch Manager. These Parties shall collaborate to resolve the dispute. 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 Institutions’ representatives to the Colorado Commission of Higher Education Chief Information Officer Council and CDOT’s Executive Director. CDOT/Higher Ed Fiber Optic IAA Project 14399 Page 15 of 25 If CDOT and the Institutions cannot reach a satisfactory resolution within thirty days of the date of the last meeting held to resolve the dispute, then they shall petition the State Controller to resolve the dispute, whose decision shall be final and binding on all Parties concerned. X. PERSONNEL/COMPENSATION No Party to this Agreement shall be required to pay any compensation to any other Party for any services of Party personnel rendered hereunder. Nothing in this Agreement shall be construed to place the personnel of any Party under the control or employment of another 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 any Party waive its immunities at law, including immunity granted under the Colorado Governmental Immunity Act. XI. EXPENDITURES AND FEES The Parties to this IAA agree that the purpose of this IAA is to jointly accomplish pursuant to Section 29-1-203 activities that could be performed separately by each Party. Accordingly, it is agreed and understood for purposes of the Colorado Constitution, Article X, Section 20, that any fee contributed or paid, or otherwise provided by any Party to this IAA to the other Party to this IAA are and remain an expenditure of the CDOT/Higher Ed Fiber Optic IAA Project 14399 Page 16 of 25 contributing, paying, or otherwise providing Party, and are not revenue or expenditures of the receiving Party. XII. CONTACTS Regarding the Work to be performed as outlined in this IAA, and subsequent Facility issues throughout the IAA term, persons to be contacted that represent the Parties include: For CDOT - DURING initial construction: Rich Sembrat, ITS Engineer 1325 South Colorado Blvd., Suite B-770 Denver, CO 80222 303-512-5804 Richard.Sembrat@DOT.State.CO.US For CDOT - AFTER initial construction: CDOT – Traffic Management Center Manager 700 Kipling St. Suite 2500 Lakewood, CO 80215 303-512-5834 For CCCS: Dan Tacker, Director of Network Services 1059 Alton Way CCCS/IT Colorado Community College System Denver, CO 80230 Phone: 303-595-1502 Dan.Tacker@CCCS.EDU For CSUS: Patrick J. Burns, Assoc. VP for Information & Instructional Technology 610 South Howes, Room 623 ACNS 2028 Campus Delivery Colorado State University Fort Collins, CO 80523 970-491-5778 Patrick.Burns@ColoState.EDU CDOT/Higher Ed Fiber Optic IAA Project 14399 Page 17 of 25 For CUS: Dave Makowski, Assistant Vice President for IS University Management Systems 4780 Pearl E. Circle University of Colorado Boulder, CO 80301 303-492-9156 Dave.Makowski@cusys.EDU CDOT/Higher Ed Fiber Optic IAA Project 14399 Page 18 of 25 XIII. GENERAL PROVISIONS 1. Termination for Cause: If any Party shall fail to fulfill, in a timely and proper manner, its material obligations under this IAA, or if any Party shall violate any of the material covenants, agreements, or stipulations of this IAA, the other Parties shall thereupon have the right to terminate or, if the offending Party is an Institution of Higher Education, modify this IAA so as to exclude the offending Party for cause by giving written notice of such termination and specifying the effective date thereof, at least thirty (30) days before the effective date of such termination, provided that the provisions identified in Section IX, DISPUTES, have been mutually satisfied. Provided, however, the defaulting Party shall have 30 days in which to cure its failure or violation, in which case this IAA shall not terminate or be modified. 2. Termination for Convenience: Any Party may terminate this contract at any time prior to the execution of the Work if said party determines that the purposes of the IAA would no longer be served by completion of the Work. The Party choosing to terminate shall effect such termination by giving written notice of termination to the other Parties and specifying the effective date thereof, at least twenty (20) days before the effective date of such termination. If the terminating Party is an Institution of Higher Education, this IAA shall survive that termination for the remaining Parties by mutual agreement among the remaining Parties. 3. Severability: To the extent performance of the obligations of the Parties may be accomplished within the intent of the IAA, the terms of this IAA are severable, and CDOT/Higher Ed Fiber Optic IAA Project 14399 Page 19 of 25 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 Integration: This IAA is intended as the complete integration of all understandings among 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 effect whatsoever, unless embodied herein by writing. 5. Waiver: No waiver of any of the provisions of this IAA shall be deemed to constitute a waiver of any other of the provisions of this IAA, 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. 6. Appropriation of Funds: In accord with the Colorado Constitution, Article X, Section 20, performance of CDOT’s obligations or the Institutions’ obligations under this IAA is expressly subject to appropriation and availability of funds for that purpose. 7. No Third Party Beneficiary: It is expressly understood and agreed that the enforcement of the terms and conditions of this IAA, and all rights of action relating to such enforcement, shall be strictly reserved to the Parties hereto, and nothing CDOT/Higher Ed Fiber Optic IAA Project 14399 Page 20 of 25 contained in this IAA shall give or allow any such claim of right of action by any other or third person of entity on such IAA. It is the express intent of the Parties hereto that any person or entity, other than the Parties to this IAA, receiving services or benefits under this IAA shall be deemed incidental beneficiaries only. 8. Signature Authority: Each of the Parties 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 IAA on behalf of the Party and to bind the Party to its terms. 9. This Agreement may be executed with any number of counterparts, each of which, when executed and delivered will constitute an original, but all such counterparts will constitute one and the same instrument. CDOT/Higher Ed Fiber Optic IAA Project 14399 Page 21 of 25 IN WITNESS WHEREOF, the parties hereto have executed this IAA the day and year first above written. ATTEST: By _____________________________ (Chief Clerk) By ________________________________ EXECUTIVE DIRECTOR DEPARTMENT OF TRANSPORTATION Colorado State Attorney’s General Office By_______________________ _________________________ Printed Name _________________________ Title _________________________ Date CDOT/Higher Ed Fiber Optic IAA Project 14399 Page 22 of 25 STATE OF COLORADO: BILL OWENS, GOVERNOR THE REGENTS OF THE UNIVERSITY OF COLORADO, A BODY CORPORATE By ____________________________ ______________________________ Printed Name ______________________________ Title ______________________________ Date FOR CUS: STATE CONTROLLER: ARTHUR L. BARNHART By_______________________ _________________________ Printed Name _________________________ Title _________________________ Date CDOT/Higher Ed Fiber Optic IAA Project 14399 Page 23 of 25 STATE OF COLORADO: BILL OWENS, GOVERNOR BOARD OF GOVERNORS OF THE COLORADO STATE UNIVERSITY SYSTEM Acting by and through Colorado State University By: John Utterback Director of Purchasing APPROVED: By: Patrick J. Burns Interim Associate VP for Info. Tech./ Director, ACNS By: Robert Schur University Contracts Manager STATE CONTROLLER: ARTHUR L. BARNHART By_______________________ _________________________ Printed Name _________________________ Title _________________________ Date CDOT/Higher Ed Fiber Optic IAA Project 14399 Page 24 of 25 STATE BOARD FOR COMMUNITY COLLEGE AND OCCUPATIONAL EDUCATION SYSTEM By: ________________________ George Delaney Chief Operating Officer Colorado Community College System STATE CONTROLLER: ARTHUR L. BARNHART By_______________________ _________________________ Printed Name _________________________ Title _________________________ Date CDOT/Higher Ed Fiber Optic IAA Project 14399 Page 25 of 25 Attachment A Responsibilities of the Institutions to Conduct the Work CDOT Project: ITS 0252-363 (14399) I-25 Fiber Interconnect To Colorado Springs The Institutions agree to perform the Work in accordance with the roles and responsibilities defined in this Attachment A. The Work is to be conducted from a fiber termination point proceeding sequentially along through each splice point to the end of the fiber span. The Work shall be performed in accordance with the specifications contained in Section III of this Agreement. Four separate tasks are to be conducted nominally by four separate teams, as follows: teams 1 and 2) two technicians each (4 total technicians, one of whom will also serve as the Project Supervisor) will build splice cases, team 3) two technicians who will perform the splicing, and team 4) one or two technicians who will perform OTDR readings and communicate in real time to team 3, identifying sub-par splices so that they can be corrected before each splice case is closed. I. 1. 2. 3. 4. II. RESPONSIBILITIES OF THE CSUS Provide a qualified Project Supervisor who shall supervise the Work and assist in preparing the fiber for splicing (team 2), including labeling cables, breaking out fiber, and building and grounding splice cases. Purchase and provide grounding isolators and other incidental equipment for the project, with the costs to be shared among the Institutions in accordance with the Proportions as defined in Section III of this Agreement. Provide two fiber splicing apparatuses and two qualified fiber technicians (team 3) who shall perform the splicing as defined in Section III of this Agreement. If required, splice terminations onto the fibers at Lincoln Avenue to enable OTDR readings to be taken. These terminations shall be recovered by the CSUS at the end of the Work. RESPONSIBILITIES OF THE CCCS 1. Provide one team of two qualified fiber technicians (team 1) who shall work with the Project Supervisor to prepare the fiber for termination and/or splicing, including mounting and labeling cables, breaking out fiber, and building and grounding splice cases at the direction of the Project Supervisor. 2. Perform other duties as required to complete the Work as directed by the Project Supervisor. III. 1. 2. 3. 4. RESPONSIBILITIES OF THE CUS Provide one qualified fiber technician (team 2) who shall work with the Project Supervisor to prepare the fiber for termination and/or splicing, including mounting and labeling cables, breaking out fiber, and building and grounding splice cases at the direction of the Project Supervisor. Provide one or more qualified fiber technicians (team 4) who, on a daily basis, in the afternoon, shall a) perform OTDR readings on all fibers, b) identify individual splices and locations of splices that do not meet specifications or as otherwise directed by the Project Supervisor, and c) communicate this information via cellular telephone to the fiber technicians performing the splicing. At the end of the project, perform all fiber post tests as specified in accordance with Section III of this Agreement. Perform other duties as required to complete the Work as directed by the Project Supervisor. CDOT/Higher Ed Fiber Optic IAA Project 14399 Attachment A Page A-1 Attachment B Additional Responsibilities of CDOT during Initial Construction CDOT Project: ITS 0252-363 (14399) I-25 Fiber Interconnect To Colorado Springs I. ADDITIONAL LATERAL CONNECTION: Using the current contractor, CDOT shall secure a labor and material inclusive estimate for the installation of two, 1-1/4 inch, HDPE conduits to serve as a lateral connection from a designated building on the UCHSC Fitzsimmons campus to a CDOT fiber optic backbone access point located within CDOT right-of-way in the northwest quadrant of the intersection of Colfax Ave. and I-225, Adesta manhole 31023. Should the Institutions accept the proposal for this conduit installation, the total amount of the proposal shall be transferred to the CDOT project, number 0252-363 (14399), within one week of signature acceptance, and the work shall be performed by CDOT’s contractor prior to June 30, 2004. The CDOT Work for this additional lateral connection shall include the following: 1. Necessary state permits for work on CDOT right-of-way. 2. Required traffic control during construction while on CDOT right-of-way 3. Conduit installation at a minimum 48-inch depth from a designated building on the Fitzsimmons campus to the Adesta manhole noted above, from which the Institutions may gain access to their two dark fibers provided under the terms of this IAA. This work will be in accordance with all installation provisions of the current CDOT contract with the CDOT contractor, including contractor supplied as-built drawings. 4. Oversight of the CDOT contractor while on CDOT right-of-way. The Institutions’ work for this additional lateral connection shall include the following: 1. Necessary permits for work off CDOT right-of-way. 2. Oversight of the CDOT contractor while off CDOT right-of-way. 3. Sketch development, for contractor use during installation, of a proposed installation line along campus property. 4. Any required restoration to campus property (likely limited to re-vegetation of soil, if desired) as a result of the installation. Any fiber optic cable and cable installation may be added to the CDOT work at the contract unit prices, if desired by the Institutions. All necessary splices, pigtails, electronic equipment, or additional work required to make this lateral connection operational shall be the responsibility of the Institutions. If the lateral proposal is accepted and the conduit is installed, immediately after installation the lateral conduit and any facility installed therein shall be solely owned and be the responsibility of the Institutions. All maintenance responsibilities and any relocation responsibilities associated with this lateral connection shall be the CDOT/Higher Ed Fiber Optic IAA Project 14399 Attachment B Page B-1 responsibility of the Institutions. If desired, the Institutions shall provide marker posts both on campus property and on CDOT right-of-way. Marker posts on CDOT right-ofway shall have an emergency contact phone number. CDOT/Higher Ed Fiber Optic IAA Project 14399 Attachment B Page B-2