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HomeMy WebLinkAboutbocc.res.017.2017 RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS ("BOCC")OF PITKIN COUNTY, COLORADO,ACCEPTING A GRANT OFFER FROM THE STATE OF COLORADO DEPARTMENT OF LOCAL AFFAIRS ENERGY & MINERAL IMPACT ASSISTANCE FUND IN SUPPORT OF THE BROADBAND AND PUBLIC SAFETY NETWORK RESOLUTION NO. 0/7 ,2017 RECITALS: I. Pursuant to Section 2.8.3 (Actions)of the Pitkin County Home Rule Charter ("HRC") official action by formal resolution shall be required for all actions of the Board not requiring ordinance power on matters of significant importance affecting citizens 2. Pitkin County seeks to ler erage existing TV/FM communication infrastructure to simultaneously improve public safety wireless communication and develop a broadband middle-mile network. 3. Pitkin County voters approved a ballot measure in 2011 to use Pitkin County Translator Funds, without increasing the mill levy for the research and expansion of broadband and cellular services. 4. Pitkin County was awarded $896,800 with a 50%cash match to assist with the infrastructure upgrades necessary for the development of the Broadband Middle- Mile and Public Safety Network. 5. The $896.800 cash match required for the grant will come from the 'I ranslator Fund. 6. The BOCC finds that it is in the best interests of the citizens of Pitkin County to approve this Resolution. NOW, THEREFORE. BE IT RESOLVED by the Board of County Commissioners of Pitkin County. Colorado that it hereby adopts a Resolution Accepting A Grant Offer From The State Of Colorado Department Of Local Affairs Energy & Mineral Impact Assistance Fund in Support of the Broadband and Public Safety Network and authorizes the Chair to sign the Resolution and upon the satisfaction of the County Attorney as to form,execute any other associated documents necessary to complete this matter. PLAki INTRODUCED AND FIRST READ ON THE A DAY OF Fait , 2017 AND SET FOR SECOND READING AND PUBLIC HEARING ON THE k DAY OF FF) ,+�Q, 2017. NOTICE OF PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF JE RESO .Il ION PUBLISHED IN THE ASPEN TIMES WEEKLY ON THE 93 DAY OF .� , . 2017. 0 NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE RESOLU[ION POSTED ONE OFFICI PI KIN COUNTY WEBSITE (www.pnkincountv.com ) ON THE J-3 DAY OF tbrOavJ- 2017. tic ADOPTED AFTER FINAL READING AND PUBLIC HEARING ON THE to DAY OF ji)11Ci{,tt.` 2017. PUBLISIIED BY TITLE AND SHORT$1JMMARY, ALTER ADOPTION, IN THE ASPEN TIMES WEEKLY ON THE / DAY OF //(QC , 2017. POSTED BY TITLE AND SHORT SUMMARY ON THE OFFICIAL PITK IN COUNTY WEBSITE (ww w.pitkincounty.com ) ON THE /O DAY OF j j ut c, 2017. ATTEST: BOARD OF COUNTY COMMISSIONERS . / Bl - I / I 'Al' J (12,7By:1J.til'J.l.�, I \\ T,CA-tiL\.- Jean;to Jones George Newnian, Chair\ Dep!ty County Clerk Date: / &://7 APPROVED AS TO FORM: MANAGER APPROVAL. John El ounty • ey Ton Pe: Manager I EIAF#8318—Pitkin Count) Middle-Mile Broadband and Pub. Sal Network GRANT AGREEMENT Between STATE OF COLORADO DEPARTMENT OF LOCAL AFFAIRS And PITKIN COUNTY Summary Award Amount: $896,800.00 Identification#s: Encumbrance#: F 758318 IDOLS's prunan'identification #1 Contract Management System#: 97092 (.State al-Colorado'3 tracking#1 Project Information: Project/Award Number. EIAF 8318 Project Name: Pitkin County Middle-Mile Broadband and Pub. Saf.Network Performance Period: Start Date- "R/'I/a0n- End Date: 10/31/2018 Brief Description of Project/ The Proiect consists of the construction of three new communication tower Assistance: sites in Pitkin County and the expansion of broadband backhaul capabilities from 400MB to 2 1GB. Program&Funding Information: Program Name Energy&Mineral Impact Assistance Fund Funding source State Funds Catalog of Federal Domestic Assistance(CFDA)Number(if federal funds): N/A Funding Account Codes: • EIAF#8318 Pitkin County Middle-Mile Broadband and Pub. Saf Network TABLE OF CONTENTS 1.PARTIES . . . . .. ... ... .. ... 2 ^ _EFFECTIVE DATE AND NOTICE OF NOh1.IABILITY _. 3 RECITALS .. _ . . 4 DEFINITIONS . .. . .. ... .. ..... . . .. 5 TERM ... .... .. ... 6 STATEMENT OF WORK ... ... .. ... . . - 7. PAA MENTS TO GRANTEE. ... .... .... . ...... ..... .... ..._ 8 REPORTING-NOTIFICATION ... .. ... . .. ... ... . .... 9 GRANTEE RECORDS ... . . ... .. .... . .. 10 CONFIDENTIAL INFORM ATION-STATE RECORDS . .. .. .. 11 CONFLICTS OF INTEREST .. . . . . . 12. REPRESENTATIONS AND WARRANTIES . .... .. . 13 INSURANCE .. ... . . . .. .... ....... .... 1.1. BREACH ... .. .. .. .. 11 15 REMEDIES -. ... ... .... .. . ... .... ... . . . .. II 16 NOTICES and REPRESENTATIVES . . ... ... ..... ... 14 17.RIGHTS IN DATA,DOCUMENTS,AND COMPUTER SOFTWARE .... 18.GOVERNMENTAL IMMUNITY .. ..... . .... .. 14 19.STATEWIDE CONTRACT MANAGEMENT SYSTEM... .. ... ... . .. 14 20 RESTRICTION ON PUBLIC BENEFITS . . .. ... .. . - 15 21 GENERAL PROVISIONS. .... . .. ... . I5 22 COLORADO SPECIAL PROVISIONS _ . . .... 18 SIGNATURE PAGE . .. . .... ... . 20 EXHIBIT A-RESERVED. EXHIBIT B-SCOPE OF PROJECT EXHIBIT C-RESERVED EXHIBIT D-RESERVED EXHIBIT E-RESERVED. EXHIBIT F-RESERVED. EXHIBIT G-FORM OF OPTION LETTER FORM 1 -RESERVED 1- PARTIES '1 he. Agreement U.erea...dler called-Gran[') is entr.ed into bg and het..een P!TI:IN COUNTS'(hereinafter called"Grantee").and the STATE or COLORADO acting 1h> and th 1,tFe Depnrtn,cnt DPI octl JOU,. C.r the Fenert nethe ni.i.inn ac heal eovernnrenl therelnaAer called the tate"or U50LAI11 31 LY1b T1YE DATE AND NOTICE OF NDNLaA131L11 Y. I I115 6fdllt 5Ii II not Ile McGhee or enfUrccablc until It w approved and sisncU b) the cvluradv State coneullei Or designee Ihereinaller ealIcU tilt;"tllixtive"ate-I. rhe state shall nut be liable to pal or reimburse Orantcc WI 0.111 peifvrntanee hereunder, includin5, but not limited to costs or expenses incurred,or be bound b7 an pros islon hereof prior to (sec checked opnon(e) below). A. ©The Effective Date. li. ❑ The Effective Date, provided, however,that all Project costs, If specifically authorized by the federal funding authority, incurred on or atter March I,'<UXX,may be submitted for reunbursement;15 If incurred after the Effective Date. C. ❑ insert date for authorized Pre-agreement Costs(as such term is defined in §4) , if specifically authorized by the funding authority . Such costs may be submitted for reimbursement as if incurred after the Effective Date. Page 2 of 20 EIAF #8318—Pitkin County Middle-Mile Broadband and Pub. Sal Network 3. RECITALS A. Authority,Appropriation,and Approval Authority to enter into this Grant exists in C.R.S.24-32-106 and 29-3.5-101 and funds have been budgeted, appropriated and otherwise made available pursuant to C R.S 39-29-110(Local Government Severance Tax Fund)and a sufficient unencumbered balance thereof remains available for payment. Required approvals,clearance and coordination have been accomplished from and with appropriate agencies B. Consideration The Parties acknowledge that the mutual promises and covenants contained herein and other good and valuable consideration are sufficient and adequate to support this Grant C. Purpose The purpose of this Grant is described in Exhibit B. D. References All references in this Grant to sections(whether spelled out or using the § symbol), subsections,exhibits or other attachments,are references to sections, subsections,exhibits or other attachments contained herein or incorporated as a part hereof, unless otherwise noted. J. DEFINITIONS The following terms as used herein shall be construed and interpreted as follows: A. Budget "Budget" means the budget for the Project and/or Work described in Exhibit B. B. Closeout Certification "Closeout Certification"means the Grantee's certification of completion of Work submitted on a form provided by the State. C. Evaluation "Evaluation"means the process of examining Grantee's Work and rating it based on criteria established in §6 and Exhibit B. D. Exhibits and other Attachments The following are attached hereto and incorporated by reference herein: i. Exhibit B(Scope of Project) ri. Exhibit G(Form of Option Letter) E. Goods "Goods"means tangible material acquired, produced, or delivered by Grantee either separately or in conjunction with the Services Grantee renders hereunder. F. Grant "Grant" means this agreement.its terms and conditions,attached exhibits, documents incorporated by reference pursuant to the terms of this Grant,and any future modifying agreements, exhibits,attachments or references incorporated herein pursuant to Colorado State law. Fiscal Rules,and State Controller Policies. G. Grant Funds "Grant Funds"means available funds payable by the State to Grantee pursuant to this Grant H. Party or Parties "Party"means the State or Grantee and"Parties"means both the State and Grantee I. Pay Request(s) "Pay Request(s)"means the Grantee's reimbursement request(s)submitted on form(s)provided by the State. J. Pre-agreement costs "Pre-agreement costs,"when applicable,means the costs incurred on or after the date as specified in §2 above,and prior to the Effective Date of this Grant. Such costs shall have been detailed in Grantee's grant application and specifically authorized by the State and incorporated herein pursuant to Exhibit B K. Project "Project"means the overall project described in Exhibit B, which includes the Work Page 3 of 20 EIAF #8318—Pitkin County Middle-Mile Broadband and Pub Safi. Network L. Project Closeout "Project Closeout' means the submission by the Grantee to the State of an actual final Pay Request,a final Status Report and a Closeout Certification. M. Program "Program"means the grant program specified on the first page of this Grant that provides the funding for this Grant N. Revlon "Review"means examining Grantee's Work to ensure that it is adequate,accurate,correct and in accordance with the criteria established in§6 and Exhibit B. 0. Services "Services_means the required services to he performed by Grantee pursuant to this Grant. P. Status Report(s) "Status Report(s)"means the Grantee's status reports)on the Work/Project submitted on form(s)provided by the State. Q. Subcontractor "Subcontractor" means third-parties, if any.engaged by Grantee to carry out specific vendor related services. R Subgrantee "Subgrantee" means third-parties. if any.engaged by Grantee to aid in performance of its obligations. Subgrantee is bound by the same overall programmatic and grant requirements as Grantee. S. Subject Property "Subject Property"means the real property, if any, for which Grant Funds are used to acquire,construct, or rehabilitate. T. Substantial Progress in the Work "Substantial Progress in the Work"means Grantee meets all deliverables and performance measures within the time frames specified in Exhibit B U. Work "Work"means the tasks and activities Grantee is required to perform to fulfill its obligations under this Grant and Exhibit B, including the performance of the Services and delivery of the Goods V. Work Product "Work Product" means the tangible or intangible results of Grantee's Work. including,but not limited to, software. research,reports. studies,data, photographs,negatives or other finished or unfinished documents, drawings, models.surveys. maps, materials, or work product of any type, including drafts. 5. TERM AI maw! !Tem-work Commencement V nie .oiIi r , c lac orated in g2 ,n.,a a, n.c v..mv-� caFa uac prof..u,anwa nod., tiro a..nnt-I3..II unn.nwcc ou tl.c 1_Oaoav lo.^c I Iiia tu.tnt ch-3n nu moots .an oct......e at 231313.331331cva mond umt.ta,e'J ma �•I he htate„rt ole an.etion upon avtnen nap in Cronin,.33 provided in §16.rina> 'Lrtcr..11y .rand the term of this Grant for a period not to e..eed t.o months if the Patties alenegotiating.a ng a replacement Grant and not merely seeking a tel In extension)at near the end of am initialn,term an> a 1enson a,el eof The pro'isions of this Giant in effect..hen suck notice Is gin en. lnclnding. hut not Ilmlted to prices,rates,and delivery requirements. shall rema:n in effect during die bio month extension.The t - month extension shall immediately terminate..hen and if a replacement Grant is approved and signed In the Colorado State Controller. Page 4 of 211 EIAF #8318—Pitkin County Middle-Mile Broadband and Pub. Saf Network 6. STATEMENT OF WORK A. Completion Grantee shall complete the Work and its other obligations as described herein and in Exhibit B Except as specified in §2 above,the State shall not be liable to compensate Grantee for any Work performed prior to the Effective Date or alter the termination of this Grant B. Goods and Services Grantee shall procure Goods and Services necessary to complete the Work. Such procurement shall be accomplished using the Grant Funds and shall not increase the maximum amount payable hereunder by the State. C. Employees All persons employed by Grantee or Subgrantees shall be considered Grantee's or Subgrantees' employee(s)for all purposes hereunder and shall not be employees of the State for any purpose as a result of this Grant. 7. PAYMENTS TO GRANTEE The State shall, in accordance with the provisions of this §7,pay Grantee in the following amounts and using the methods set forth below: A. Maximum Amount The maximum amount payable under this Grant to Grantee by the State is 5896,800.00(EIGHT HUNDRED NINETY SIX THOUSAND,EIGHT HUNDRED and XX/100 DOLLARS).as determined by the State from available funds. Grantee agrees to provide any additional funds required for the successful completion of the Work. Payments to Grantee are limited to the unpaid obligated balance of the Grant as set forth in Exhibit B. B. Payment i. Advance, Interim and Final Payments Any payment allowed under this Grantor in Exhibit B shall comply with State Fiscal Rules and be made in accordance with the provisions of this Grant or such Exhibit. Grantee shall initiate any payment requests by submitting invoices to the State in the form and manner set forth and approved by the State. ii. Interest The State shall not pay interest on Grantee invoices. The State shall fully pay each invoice within 45 days of receipt thereof if the amount invoiced represents performance by Grantee previously accepted by the State. iii.Available Funds-Contingency-Termination The State is prohibited by law from making fiscal commitments beyond the term of the State's current fiscal year Therefore, Grantee's compensation is contingent upon the continuing availability of State appropriations as provided in the Colorado Special Provisions, set forth below. If federal funds arc used with this Grant in whole or in part,the State's performance hereunder is contingent upon the continuing availability of such funds. Payments pursuant to this Grant shall be made only from available funds encumbered for this Grant and the States liability for such pay ments shall he limited to the amount remaining of such encumbered funds. If State or federal funds are not fully appropriated, or otherwise become unavailable for this Grant,the State may immediately terminate this Grant in whole or in part to the extent of funding reduction without further liability in accordance with the provisions herein iv. Erroneous Payments At the State's sole discretion, payments made to Grantee In error for any reason, including,but not limited to overpayments or improper payments,and unexpended or excess funds received by Grantee, may be recovered from Grantee by deduction from subsequent payments under this Grantor other grants or agreements between the State and Grantee or by other appropnate methods and collected as a debt due to the State. Such funds shall not be paid to any person or entity other than the State. C. Use of Funds Grant Funds shall be used only for eligible costs identified herein and/or in Exhibit B. Page 5 of 211 EIAF#8318—Pitkin County Middle-Mile Broadband and Pub. Sof.Network i. Budget Line Item Adjustments. Modifications to uses of such Grant funds shall be made in accordance with §4.4 of Exhibit B. For line item adjustments, the State will provide written notice to Grantee in a form substantially equnalent to Exhibit G ("Option Letter"). If exercised, the pro isions of the Option Letter shall become part of,and be incorporated into,this Grant. D. Matching/Leveraged Funds Grantee shall provide matching and/or leveraged funds in accordance with Exhibit B. R. REPORTING-NOTIFICATION Reports. Exaluations,and Res iews required under this§8 shall he in accordance with the procedures of and in such form as prescribed by the State and in accordance with§19. if applicable A. Performance,Progress,Personnel,and Funds State shall submit a report to the Grantee upon expiration or sooner termination of this Grant.containing an Esaluation and Review of Grantee's performance and the final status of Grantee's obligations hereunder In addition.Grantee shall comply with all reporting requirements, if any, set forth in Exhibit B. B. Litigation Reporting Within 10 days atter being served w idi any pleading in a legal action filed with a court or administrative agency, related to this Grant or which may affect Grantee's ability to perform its obligations hereunder, Grantee shall notify the State of such action and deliver copies of such pleadings to the State's principal representative as identified herein. If the State's principal representahsc is not then serving, such notice and copies shall be delivered to the Executive Director of DOLA. C. Performance Outside the State of Colorado and/or the United States [Not applicable if Grant Funds include any federal funds] Following the Effective Date, Grantee shall provide written notice to the State. in accordance with §16 (Notices and Representatives), within 20 days of the earlier to occur of Grantee's decision to perform.or its execution of an agreement with a Subgrantee to perform, Sen ices outside the State of Colorado and/or the United States. Such notice shall specify the type of Services to be performed outside the State of Colorado and/or the United States and the reason why it is necessary or advantageous to perform such Services at such location or locations. All notices received by the State pursuant to this §8.0 shall be posted on the Colorado Department of Personnel & Administration's website.Knowing failure by Grantee to provide notice to the State under this §8.0 shall constitute a material breach of this Grant. D. Noncompliance Grantee's failure to provide reports and notify the State in a timely manner in accordance with this§8 may result in the delay of pay ment of funds and/or termination as provided under this Grant E. Subsrants/Subcontracts Copies of any and all subgrants and subcontrasts entered into b> C:n..nee to pet f..t in it...bligati..ns heir-andel shall be submitted to the State or its principal r< esentnse a by the State Any and au .ubyrand s,.hen ,t red into h> Clrantee related to Its pertnrrn. hereunder.hall comply 'Ai all applleahle Federal and state tau c and shall provide that such suhgrants`he gcn erne('hs the law of the State of Colorado 9. GRANTEE RECORDS Gralncc shall make, keep,maintain and allow inspection and rrlonitonn5 of file foiiowin6 records. A. Maintenance Grantee shall make, Keep, maintain,and allow inspection and monitoring by the State or complete file of all records,documents,communications,notes and other written materials, electronic media files,and communications, pertaining In any manner to the Work or the delivery of Services(including, but not limited to the operation of programs)or Goods hereunder.Grantee shall maintain such records(the "Record Retention Period")until the last to occur of the following. (ii a period of five years after the date this Grant is completed or terminated,or final payment is made hereunder.whichever is later. or (ii) for such further period as may be necessary to resolve any pending matters,or Page 6 of 20 EIAF #8318—Pitkin County Middle-Mile Broadband and Pub Saf.Network (iii) if an audit is occurring, or Grantee has received notice that an audit is pending.then until such audit has been completed and its findings hale been resolved. B. Inspection Grantee shall permit the State,the federal government (if Grant Funds include federal funds)and any other duly authorized agent of a governmental agency to audit, inspect.examine,excerpt,copy and/or transcribe Grantee's records related to this Grant during the Record Retention Period for a period of five years following termination of this Grantor final payment hereunder.whichever is later,to assure compliance with the terms hereof or to evaluate Grantee's performance hereunder. The State reserves the right to inspect the Work at all reasonable times and places during the term of this Grant, including any extension If the Work fails to conform to the requirements of this Grant,the State may require Grantee promptly to bring the Work into conformity with Grant requirements,at Grantee's sole expense. If the Work cannot be brought into conformance by re-performance or other corrective measures,the State may require Grantee to take necessary action to ensure that future performance conforms to Grant requirements and exercise the remedies available under this Grant, at law or in equity in lieu of or in conjunction with such corrective measures C. Monitoring Grantee shall permit the State,the federal government(if Grant Funds include federal funds), and other governmental agencies having jurisdiction,in their sole discretion, to monitor all activities conducted by Grantee pursuant to the terms of this Grant using any reasonable procedure, including,but not limited to: internal evaluation procedures,examination of program data, special analyses,on-site checking, formal audit examinations, or any other procedures All monitoring controlled by the State shall be performed in a manner that shall not unduly interfere with Grantee's performance hereunder. D. Final Audit Report Grantee shall provide a copy of its audit report(s)to DOLA as specified in Exhibit B. 10. CONFIDENTIAL INFORMATION-STATE RECORDS Grantee shall comply with the provisions of this §10 if it becomes privy to confidential information in connection with its performance hereunder. Confidential information, includes,but is not necessarily limited to, state records, personnel records,and information concerning individuals. A. Confidentiality Grantee shall keep all State records and information confidential at all times and comply with all laws and regulations concerning confidentiality of information. Any request or demand by a third party for State records and information in the possession of Grantee shall be immediately forwarded to the State's principal representative. B. Notification Grantee shall notify its agent, employees. Subgrantees,and assigns who may come into contact with State records and confidential information that each is subject to the confidentiality requirements set forth herein, and shall provide each with a written explanation of such requirements before they are permitted to access such records and information C. Use, Security,and Retention Confidential information of any kind shall not be distributed or sold to any third party or used by Grantee or its agents in any way,except as authorized by this Grantor approved in writing by the State. Grantee shall provide and maintain a secure environment that ensures confidentiality of all State records and other confidential information wherever located. Confidential information shall not be retained in any files or otherwise by Grantee or its agents.except as permitted in this Grant or approved in writing by the State D. Disclosure-Liability Disclosure of State records or other confidential information by Grantee for any reason may be cause for legal action by third parties against Grantee,the State or their respective agents Grantee shall,to the extent permitted by law, indemnify, save,and hold harmless the State. its employees and agents. against any and all claims,damages, liability and court awards including costs, expenses,and attorney fees and related costs, incurred as a result of any actor omission by Grantee,or its employees, agents, Subgrantees, or assignees pursuant to this§10. Page 7 of 20 EIAF #8318—Pitkin Count) Middle-Mile Broadband and Pub Saf.Network 11. CONFLICTS OF INTEREST Grantee shall not engage in any business or personal activities or practices or maintain any relationships which conflict in any way with the full performance of Grantee's obligations hereunder Grantee acknowledges that with respect to this Grant.even the appearance of a conflict of interest is harmful to the State's interests.Absent the State's prior written approval,Grantee shall refrain from any practices, activities or relationships that reasonably appear to he in conflict with the full performance of Grantee's obligations to the State hereunder. If a conflict or appearance exists,or if Grantee is uncertain whether a conflict or the appearance of a conflict of interest exists.Grantee shall submit to the State a disclosure statement setting forth the relevant details for the State's consideration,Failure to promptly submit a disclosure statement or to follow the State's direction in regard to the apparent conflict constitutes a breach of this Grant. 12. REPRESENTATIONS AND WARRANTIES Grantee makes the following specific representations and warranties,each of which was relied on by the State in entering into this Grant. A. Standard and Manner of Performance Grantee shall perform its obligations hereunder in accordance with the highest standards of care, skill and diligence in the industry,trades or profession and in the sequence and manner set forth in this Grant. B. Legal Authority—Grantee and Grantee's Signatory Grantee warrants that it possesses the legal authority to enter into this Grant and that it has taken all actions required by its procedures,by-laws,and/or applicable laws to exercise that authority,and to lawfully authorize its undersigned signatory to execute this Grant, or any part thereof,and to bind Grantee to its terms. If requested by the State,Grantee shall provide the State with proof of Grantee's authority to enter into this Grant within 15 days of reser ing such request C. Licenses,Permits, Etc. Grantee represents and warrants that as of the Effective Date it has,and that at all times during the term hereof it shall have, at its sole expense all licenses,certifications,approvals, insurance, permits, and other authorization required by law to perform its obligations hereunder Grantee warrants that it shall maintain all necessary licenses,certifications, approvals, insurance, permits, and other authorizations required to properly perform this Grant. without reimbursement by the State or other adjustment in Grant Funds Additionally,all employees and agents of Grantee performing Services under this Grant shall hold all required licenses or certifications, if any,to perform their responsibilities.Grantee, if a foreign corporation or other foreign entity transacting business in the State of Colorado, further warrants that it currently has obtained and shall maintain any applicable certificate of authority to transact business in the State of Colorado and has designated a registered agent in Colorado to accept service of process. Any revocation, withdrawal or non-renewal of licenses. certifications,approvals, insurance,permits or any such similar requirements necessary tor(MCC In properly perform the terms of thli Grans shall be deemed to be a 111[110M [IMO Ill Walla and MIMEO Crpdntlu fur tbrlilliiatio l ul HUB Unlit! It MURIPPF It_ „1,,,,..„,1,11 .,1„„!„ ! ;@ .d ; this tins seclional all ln .L, a ,lie ie,„„, fd„ P.rani All not.. de e the coverage regi„r a �a.eii far akAll ha innAl1 ho insurance companies seitie{agtne 'M [PROM ANA MA ctAIALe A. Prantee i. Public entities If Grantee is a "mJ,Cc entity 0 wbbin them ng of the Colorado Governmental immunity Art.CRC §?4-10-101.et seri . amended(the"CIA")then Grantee shall maintain at all times during the term of this Grant such liabity insurance,by commercial policy or self-insurance,as is necessary to meet its liabilities under the CIA Grantee shall show proof of such insurance satisfactory to the State. if requested by the State Grantee shall require each subgrant with Subgrantees that are public entities. providing Goods or Services hereunder,to include the insurance requirements necessary to meet Suhgrantec's liabilities under the GIA Page 8 of 20 EIAF#8318—Pitkin County Middle-Mile Broadband and Pub Saf.Network ii. Non-Public Entities If Grantee is not a"public entity" within the meaning of the GIA,Grantee shall obtain and maintain during the term of this Grant insurance coverage and policies meeting the same requirements set forth in§13(B)with respect to Subgrantees that are not "public entities" B. Grantees,Subgrantees and Subcontractors Grantee shall require each subgrant with Subgrantees and each contract with Subcontractors,other than those that are public entities, providing Goods or Services in connection with this Grant.to include insurance requirements substantially similar to the following: i. Workers' Compensation Workers' Compensation Insurance as required by State statute,and Employer's Liability Insurance covering all of Grantee, Subgrantee and Subcontractor employees acting within the course and scope of their employment. ii. General Liability Commercial General Liability Insurance written on ISO occurrence form CG 00 01 10/93 or equivalent,covering premises operations, fire damage, independent contractors,products and completed operations, blanket contractual liability,personal injury,and advertising liability with minimum limits as follows (a)$1,000,000 each occurrence, (b)$1,000,000 general aggregate, (c) $1,000,000 products and completed operations aggregate,and (d) $50,000 any one fire. iii.Automobile Liability Automobile Liability Insurance covering any auto(including owned, hired and non-owned autos)with a minimum limit of$1,000,000 each accident combined single limit. iv, Malpractice/Professional Liability Insurance This section Z shall I ❑ shall not apply to this Grant. Grantee, Subgrantees and Subcontractors shall maintain in full force and effect a Professional Liability Insurance Policy in the minimum amount of$1,000,000 per occurrence and$1,000,000 in the aggregate,written on an occurrence form,that provides coverage for its work undertaken pursuant to this Grant If a policy written on an occurrence form is not commercially available,the claims-made policy shall remain in effect for the duration of this Grant and for at least two years beyond the completion and acceptance of the work under this Grant,or,alternatively, a two year extended reporting period must be purchased. The Grantee, Subgrantee or Subcontractor shall be responsible for all claims, damages, losses or expenses, including attorney's fees,arising out of or resulting from such party's performance of professional services under this Grant.a subcontract or subgrant. v. Umbrella Liability Insurance For construction projects exceeding$10,000,000, Grantee, Subgrantees and Subcontractors shall maintain umbrella/excess liability insurance on an occurrence basis in excess of the underlying insurance described in§13B(i)-(iv)above Coverage shall follow the terms of the underlying insurance. included the additional insured and waiver of subrogation provisions The amounts of insurance required in subsections above may be satisfied by the Grantee, Subgrantee and Subcontractor purchasing coverage for the limits specified or by any combination of underlying and umbrella limits,so long as the total amount of insurance is not less than the limits specified in each section previously mentioned. The insurance shall have a minimum amount of$5,000,000 per occurrence and $5,000,000 in the aggregate vi. Property Insurance This subsection shall apply if Grant Funds are provided for the acquisition, construction, or rehabilitation of real properly Insurance on the buildings and other improvements now existing or hereafter erected on the premises and on the fixtures and personal property included in the Subject Property against loss by fire, other hazards covered by the so called"all risk"form of policy and such other perils as State shall from time to time require with respect to properties of the nature and in the geographical area of the Subject Property,and to be in an amount at least equal to the replacement cost value of the Subject Property. Grantor will at its sole cost and expense. from time to time and at any time,at the request of State provide State with evidence satisfactory to State of the replacement cost of the Subject Property. Page 9 of 20 EIAF #8318—Pitkin County Middle-Mile Broadband and Pub. Sal. Network vii.Flood Insurance If the Subject Property or any part thereof is at any time located in a designated official flood hazard arca,flood insurance insuring the buildings and improsements now existing or hereafter erected on the Subject Property and the personal property used in the operation thereof in an amount equal to the lesser of the amount required for property insurance identified in§vi above or the maximum limit of coverage made available with respect to such buildings and improvements and personal property under applicable federal laws and the regulations issued thereunder viii. Builder's Risk Insurance This subseraun shall apply it Grant Farads are providedj r curs roc non or rehu idles ,n t f real properly Grantee, Subgrantee and/or Subcontractor shall purchase and maintain property insurance written on a builder's risk"all-risk" or equivalent policy form in the amount of the initial construction/rehabilitation costs, plus salue of subsequent modifications and cost of materials supplied or installed by others,comprising total value for the entire Project at the site on a replacement cost basis without optional deductibles. Such property insurance shall be maintained, unless otherwise agreed in writing by all persons and entities who are beneficiaries of such insurance, until final pay ment has been made or until no person or entity other than the property owner has an insurable interest in the property a) The insurance shall include Interests of the property owner,Grantee. Subgrantee, Subcontractors m the Project as named Insureds. b) All associated deductibles shall be the responsibility of the Grantee. Subcontractor and Subgrantee. Such policy may have a deductible clause but not to exceed$10,000. c) Property Insurance shall be on an"all risk"or equivalent policy form and shall include, without limitation, insurance against the perils of fire(with extended coNerage)and physical loss or damage including, without duplication of coverage,theft,vandalism, malicious mischief, collapse, earthquake, flood,windstorm, falsework,testing and startup,temporary buildings and debns remos al including demolition occasioned by enforcement of any applicable legal requirements, and shall coer reasonable compensation for Grantee's, Subgrantee's and Subcontractor's services and expenses required as a result of such insured loss. ii) Builders Risk coverage shall include partial use by Grantee and/or property owner e) The amount of such insurance shall be increased to include the cost of any additional work to be done on the Project,or materials or equipment to he incorporated in the Project, under other independent contracts let or to be let. In such event, Subgrantee and Subcontractor shall be reimbursed for this cost as his or her share of the insurance in the same ratio as the ratio of the insurance represented by such independent contracts let or to he let to the total insurance cooed Is cmooms ns pmmutlnaen,Jra omen al h.vaN.`thq must pr.vide o, •ac •,b'.ae e. n.nmuna Mas v.,,rk r mvF`;Je puuudu.,r.;..bmu. b,.u,anee e pollution Liah!iit „ohc, , !nelmlc c - ,al I!a6!Lit. The polio cash,shall hen theamount of I non non..,�h,ua',n„ en decIueilhle nF I Ann kcrave d I,� the Cranteel,Qnhconiracior d. r quhgranlee c. Miscellaneous insurance Provisions cert;r a e,of n,uranee „nil/or insurance policescqu red nude, ibis G.ant .hall 6e subject to the f llo ng stipulations and additional requirements: I. Deductible. Any and all deductibles or>elf-insured retentions eontaincd in any Insu,ance policy shall be assumed b) and at the sole risk of the Grantee, its Subgrantees or Subcontractors, ii. In Force. It any of the said policies shall fail at any time to meet the requirements of the Grant as to lorm or substance, or if a company issuing any such policy shall be or at any time cease to be approved by the Division of Insurance of the State of Colorado, ur be or cease to be in compliance with any stricter regmrenlents of the Grant,the Grantee, its Subgrantee and its Subcontractor shall promptly obtain a new policy. Page to of EIAF#8318—Pitkin County Middle-Mile Broadband and Pub, Sal Network iii. Insurer. All requisite insurance shall be obtained from financially responsible insurance companies. authorized to do business in the State of Colorado and acceptable to Grantee, iv. Additional Insured Grantee and the State shall be named as additional insureds on the Commercial General Liability and Automobile Liability Insurance policies(leases and construction Grants require additional insured coverage for completed operations on endorsements CU 2010 11/85,CG 2037, or equivalent) v. Primacy of Coverage Coverage required of Grantee. Subgrantees and Subcontractors shall be primary over any insurance or self-insurance program carried by Grantee or the State. vi. Cancellation The above insurance policies shall include provisions preventing cancellation or non-renewal without at least 45 days prior notice to the Grantee and Grantee shall forward such notice to the State in accordance with §16(Notices and Representatives)within seven days of Grantee's receipt of such notice. vii.Subrogation Waiver AU insurance policies in any way related to this Grant and secured and maintained by Grantee or its Subgrantees and Subcontractors as required herein shall include clauses stating that each carrier shall waive all rights of recovery, under subrogation or otherwise,against Grantee or the State, its agencies, institutions,organizations,officers,agents.employees,and volunteers. D. Certificates Grantee. Subgrantee and Subcontractor shall provide certificates showing insurance coverage required hereunder to the State within seven business days of the Effective Date of this Grant or of their respective subcontract or subgrant No later than 15 days prior to the expiration date of any such coserage,Grantee, Subgrantee and Subcontractor shall deliver to the State or Grantee certificates of insurance evidencing renewals thereof In addition,upon request by the State at any other time during the term of this Grant. subgrant or subcontract, Grantee. Subgrantee and Subcontractor shall, within 10 days of such request, supply to the State evidence satisfactory to the State of compliance with the provisions of this §13. 14. BREACH A. Defined In addition to any breaches specified in other sections of this Grant,the failure of either Party to perform any of its material obligations hereunder in whole or in part or in a timely or satisfactory manner, constitutes a breach. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Grantee,or the appointment of a receiver or similar officer for Grantee or any of its property, which is not vacated or fully stayed within 20 days after the institution or occurrence thereof, shall also constitute a breach B. Notice and Cure Period In the event of a breach, notice of such shall be given in writing by the aggrieved Party to the other Party in the manner provided in §16 If such breach is not cured within 30 days of receipt of written notice,or if a cure cannot be completed within 30 days. or if cure of the breach has not begun within 30 days and pursued with due diligence,the State may exercise any of the remedies set forth in §15.Notwithstanding anything to the contrary herein.the State, in its sole discretion,need not provide advance notice or a cure period and may immediately terminate this Grant in whole or in part if reasonably necessary to preserve public safety or to prevent immediate public crisis 15. REMEDIES If Grantee is in breach under any provision of this Grant or if the State terminates this Grant pursuant to§15(B), the State shall have the remedies listed in this §15 in addition to all other remedies set forth in other sections of this Grant following the notice and cure period set forth in §14(B), if applicable The State may exercise any or all of the remedies available to it.in its sole discretion,concurrently or consecutively. A. Termination for Cause and/or Breach If Grantee fails to perform any of its obligations hereunder with such diligence as is required to ensure its completion to accordance with the pros isions of this Grant and in a timely manner,the State may notify Page II of20 HAP H8318—Pitkin Count) Middle-Mile Broadband and Pub Sal.Network Grantee of such non-pertormance in accordance w ith the provisions herein. If Grantee thereafter fails to promptly cure such non-performance within the cure period,the State,at its option, may terminate this entire Grant or such part of this Grant as tow hich there has been delay or a failure to properly perform Exercise by the State of this right shall not be deemed a breach of its obligations hereunder.Grantee shall continue performance of this Grant to the extent not terminated. if any. i, Obligations and Rights to the extent specified to an) termination notice, Grantee shall not incur further obligations or render further performance hereunder past the effective date of such notice,and shall terminate outstanding orders and subgrants/subcontracts with third parties. I low ever,Grantee shall complete and delver to the State all Work, Services and Goods not cancelled by the termination notice and may incur obligations as are necessary to do so within this Grant's terms. At the sole disciction of the State, Grantee shall assign to the State all of Grantee's right,title,and interest under such terminated orders or subgrants/subcontracts. Upon termination,Grantee shall take timely, reasonable and necessary action to protect and preserve property in the possession of Grantee in which the State has an interest All materials owned by the State in the possession of Grantee shall be immediately returned to the State ii. Payments The State shall reimburse Grantee only for accepted performance up to the date of termination If, after temnmation by the State, it is determined that Grantee was not in breach or that Grantee's action or inaction was excusable, such termination shall be treated as a termination in the public interest and the rights and obligations of the Parties shall be the same as if this Grant had been terminated in the public interest,as described herein. in.Damages and Withholding Notwithstanding any other remedial action by the State, Grantee also shall remain liable to the State for any damages sustained by the State by virtue of any breach under this Grant by Grantee and the State may sw ithhold any payment to Grantee for the purpose of mitigating the State's damages, until such time as the exact amount of damages due to the State from Grantee is determined The State may withhold any amount that may be due to Grantee as the State deems necessary to protect the State. including loss as a result of outstanding liens or claims of former lien holders,or to reimburse the State for the excess costs incurred in procuring similar goods or services. B. Early Termination in the Public Interest The State is entering into this Grant for the purpose of carrying out the public policy of the State of Colorado, as determined by its Governor,General Assembly, and/or Courts. If this Grant ceases to further the public policy ofthe State,the State, in its sole dislretion, may terminate this Grant in whole or in part. Cxcruae b: the State of this right shall not constitute a breach of the State's obligations hereunder This s..hseou.,n -ball no pp> ,..turnu.aun or the- e'...n > abs viae. n.. eao�e o. beach h> Ciautee ..lilt. a .. 1 u . b -h.JI Sc b.0 cmcd b> a15oU or.0 oJ�m.�:c= -p.-.un�alp pose Wet f. bc�cin a. inarent law Si sin Iir..ntee ura..e I, lll i lllllllll in acciiiiiiinec bid,4I6 The notice shall ep c!P> itis effective datc nnhc> • ' and..hether!t accts all pnrt!nn oPthls P.m nt it Obligations and Rights ITrain receipt of termination notice.Grantee shall be subject to and comph with the same 0h1:gathns and rights set forth in 415(A)(i) tai Pay menet If this Grant is terminated by the State pursuant to this§15(B).Grantee shall he paid an runt which bears the same ratio to the total reimbursement under this Grant as the Services satisfactorily performed hear to the total Services covered by this Grant, less payments previously made Additionally, if this Grant is less than 60%completed,the State may reimburse Grantee for a portion of actual out-of-pocket expenses(not otherwise reimbursed under this Grant) incurred by Grantee which are directly attributable to the uncompleted portion of Grantee's obligations hereunder; provided that the sum of an) and all reimbursement shall not exceed the maximum amount payable to Grantee hereunder Page 12 of 20 EIAF 08318—Pitkin Counn Middle-Mile Broadband and Pub. Saf Network C. Termination for No Substantial Progress in the Work The State may elect to terminate this Grant upon receipt and review of any Quarterly Progress Report, submitted per the time periods defined in Exhibit B,if such Quarterly Progress Report fails to evidence Substantial Progress in the Work as directed,defined and expected under Exhibit B. Further,the State may elect to terminate this Grant if the Grantee fails to complete Project Closeout within three months of completion of the Work. Exercise by the State of this right shall not be deemed a breach of its obligations hereunder. i. Obligations and Rights To the extent specified in any termination notice,Grantee shall not incur further obligations or render further performance hereunder past the effective date of such notice,and shall terminate outstanding orders and subgrants/subcontracts with third parties. However,Grantee shall complete and deliver to the State all Work, Sen ices and Goods not cancelled by the termination notice and may incur obligations as are necessary to do so within this Grants terms. At the sole discretion of the State. Grantee shall assign to the State all of Grantee's nght,title,and interest under such terminated orders or subgrants/subcontracts Upon termination, Grantee shall take timely,reasonable and necessary action to protect and preserve property in the possession of Grantee in which the State has an interest. All materials owned by the State in the possession of Grantee shall be immediately returned to the State. ii. Payments The State shall reimburse Grantee only for accepted performance up to the date of termination. iii.Damages and Withholding Notwithstanding any other remedial action by the State, Grantee also shall remain liable to the State for any damages sustained by the State by virtue of any breach under this Grant by Grantee and the State may withhold any payment to Grantee for the purpose of mitigating the State's damages. until such time as the exact amount of damages due to the State from Grantee is determined The State may withhold any amount that may be due to Grantee as the State deems necessary to protect the State, including loss as a result of outstanding liens or claims of former lien holders, or to reimburse the State for the excess costs incurred in procuring similar goods or services. D. Remedies Not Involving Termination The State,at its sole discretion, may exercise one or more of the following remedies in addition to other remedies available to it i. Suspend Performance Suspend Grantee's performance with respect to all or any portion of this Grant pending necessary corrective action as specified by the State without entitling Grantee to an adjustment in price/cost or performance schedule. Grantee shall promptly cease performance and incurring costs in accordance with the State's directive and the State shall not be liable for costs incurred by Grantee after the suspension of performance under this provision. ii. Withhold Payment Withhold payment to Grantee until corrections in Grantee's performance are satisfactorily made and completed. iii.Deny Payment Deny payment for those obligations not performed,that due to Grantee's actions or inactions,cannot be performed or, if performed.would be of no value to the State,provided,that any denial of payment shall be reasonably related to the value to the State of the obligations not performed. iv. Removal Demand removal of any of Grantee's employees, agents.or Subgrantees whom the State deems incompetent, careless, insubordinate, unsuitable,or otherwise unacceptable,or whose continued relation to this Grant is deemed to be contrary to the public interest or not in the State's best interest. v. Intellectual Property If Grantee infringes on a patent, copyright,trademark,trade secret or other intellectual property right while performing its obligations under this Grant, Grantee shall,at the State's option(a)obtain for the Page 13 of 20 EIAF 88318—Prtkin County Middle-Mile Broadband and Pub. Saf Network State or Grantee the right to use such products and services. (h)replace any Goods. Services, or other product invoked with non-infringing products or modify them so that they become non-infringing; or, (c)if neither of the foregoing alternatives are reasonably available,remove any infringing Goods, Services,or products and refund the price paid therefore to the State 16. NOTICES and REPRESENTATIVES Each individual identified below is the principal representative of the designating Party. All notices required to be given hereunder shall he hand delivered with receipt required or sent by certified or registered mail to such Party's principal representative at the address set forth below In addition to, hut not in lieu of a hard-copy notice,notice also may be sent by e-mail to the e-mail addresses, if any, set forth below Either Party may from time to time designate by written notice substitute addresses or persons to whom such notices shall be sent. Unless otherwise provided herein,all notices shall be effective upon receipt. A. State: Chantal Unfug. Division Director Division of Local Government Colorado Department of Local Affairs 1313 Sherman Street, Room 521 Denver, Colorado 80203 Email: chantal.unfilp4rstate co us B. Grantee: George Newman,Chair Pitkin County 530 East Main 3"Floor Aspen,Colorado 81611 Email: Rachel.richardsiipitkincounty. om 17. RIGHTS IN DATA, DOCUMENTS,AND COMPUTER SOFTWARE This section❑shall I © shall not apply to this Grant Any software, research,reports. studies,data,photographs,negatives or other documents, drawings,models, matertals,or Work Product of any type, including drafts,prepared by Grantee in the performance of its obligations under this Grant shall be the exclusive property of the State and,all Work Product shall be delivered to the State by Grantee upon completion or termination hereof The State's exclusi a rights in such Work Product shall Include,but not be limited to, the right to copy,publish, display,transfer, and prepare derivative works.Grantee shall not use, w tiling!) allow.cause or permit such Work Product to be used for an) purpose other than the performance of Grantee's obligations hereunder without the prior..duan consent of the State_ 1%. COVERNMENIAL IMMUNITY NAttutthetmithnp any°thee prowcton to the enntruru. nn[hmp herein shall umaltutr A MM.r. clown III Mal, 01 nnV or fly ImmUnlheL. rlLLht(, nen@fllC, protrction, or 01111 Drumm ul tilL Ulfl. LIlUIIIL) lur Wow lot Inlllrn to prrwnl or prllprrR riming Iruin Inc mama ormu bldic of Uoloratlol lis tivpallmYnt51 IIIIl414v{Iv1151 apenctea, boarn5,olilwiU,a10 Gnlplo)Gey D curio-elm anu liflIR g u) Inc prvuyIvnf vnhv VIA and thy IL K lIldfld?CIIIGn[5tatuID,LAW VLn-3U-1 Vl I it 5vyn as amvnvvvl 16. STATEWIDE CONTRACT 1lfANACPMPNT QVQTPM lithe mach-num amount pa,able to Grantee ander this Cram! is greater than Q1 811.A88 ether on die Pff et:ye Date or at anytime thereafler. this§19 applies Grantee agiees to he governed,and to abide,by the provisions of CRS §24-102205, §2_4-102 206, ¢24-103-601, §24-103.5-101 and §24-105-102 concerning the monitoring of vendor performance on state Crants and inclusion of Grant performance information in a state"ide Contract Management System Grantee's performance shall be subject to Evaluation and Review in accordance with the terms and conditions of this Grant, State law, including CRS $24-103.5-101, and State Fiscal Rules, Policies and Guidance Esaluation and Review of Grantee's performance shall be part of the normal Grant administration process and Grantee's performance will be systematically recorded in the statewide Contract Management System. Areas of Evaluation Page 14 of 20 FIAF#8318—Pitkin County Middle-Mile Broadband and Pub. Saf.Network and Review shall include,but shall not be limited to quality.cost and timeliness.Collection of information relev ant to the performance of Grantee's obligations under this Grant shall be determined by the specific requirements of such obligations and shall include factors tailored to match the requirements of Grantee's obligations. Such performance information shall be entered into the statewide Contract Management Sy stem at intervals established herein and a final Evaluation. Rev iew and Rating shall be rendered within 30 days of the end of the Grant term Grantee shall be notified following each performance Evaluation and Review, and shall address or correct any identified problem in a timely manner and maintain work progress Should the final performance Evaluation and Review determine that Grantee demonstrated a gross failure to meet the performance measures established hereunder,the Executive Director of the Colorado Department of Personnel and Administration(Executive Director),upon request by the Department of Local Affairs,and showing of good cause, may debar Grantee and prohibit Grantee from receiving future grants and bidding on future contracts. Grantee may contest the final Evaluation, Review and Rating by: (a)filing rebuttal statements, which may result in either removal or correction of the evaluation(CRS §24-105-102(61), or(b)under CRS §24-105-102(6).exercising the debarment protest and appeal rights provided in CRS §§24-109-106. 107,201 or 202,which may result in the reversal of the debarment and reinstatement of Grantee,by the Executive Director, upon a showing of good cause 20. RESTRICTION ON PUBLIC BENEFITS This section❑ shall S shall not apply to this Grant. Grantee must confirm that any individual natural person is lawfully present in the United States pursuant to CRS §21-76.5-101 et seq when such individual applies for public benefits provided under this Grant by requiring the applicant to: A. Produce an identification document in accordance with §2,1.1 through §2.1.3 of Colorado Department of Revenue's Rule#1 CCR 201-17, Rule for Evidence of Lawful Presence, as amended. B. Execute an affidavit herein attached as Form 1,Residency Declaration, stating i. That he or she is a United States citizen or legal permanent resident,or ii. That he or she is otherwise lawfully present in the United States pursuant to federal law. [The following applies if Grant is funded with federal funds]. Notwithstanding the foregoing, to the extent that there is any conflict with the provisions above or those set forth in the Residency Declaration attached hereto as Form 1 and any provision of federal law,the provisions of federal law shall prevail. 21. GENERAL PROVISIONS A. Assignment and Subgrants Grantee's rights and obligations hereunder are personal and may not be transferred, assigned or subgranted without the prior, wntten consent of the State. Any attempt at assignment. transfer, or subgranting without such consent shall be void All assignments, subgrants,or subcontracts approved by Grantee or the State are subject to all of the provisions hereof.Grantee shall be solely responsible for all aspects of subgranting and subcontracting arrangements and performance. B. Binding Effect Except as otherwise provided in §21(A).all provisions herein contained, including the benefits and burdens, shall extend to and be binding upon the Parties' respective heirs, legal representatives, successors, and assigns C. Captions The captions and headings in this Grant are for convenience of reference only, and shall not be used to interpret, define, or limit its provisions. D. Counterparts This Grant may be executed in multiple identical original counterparts.all of which shall constitute one agreement Page IS of 20 EIAF #8318—Pitkin Count) Middle-Mile Broadband and Pub. Safi. Network E. Entire Understanding This Grant represents the complete integration of all understandings between the Parties and all prior representations and understandings,oral or written, are merged herein. Prior or contemporaneous additions, deletions,or other changes hereto shall not have any force or effect whatsoever,unless embodied herein F. Indemnification-General Grantee shall,to the extent permitted by law, indemnify, save, and hold harmless the State. Its employees and agents,against any and all claims,damages, liability and court awards including costs,expenses,and attorney tees and related costs, incurred as a result of any act or omission by Grantee, or its employees. agents, Subgrantees, or assignees pursuant to the terms of this Grant; however.the provisions hereof shall not be construed or interpreted as a wailer, express or implied, of any of the immunities, rights, benefits, protection.or other pros inions, of the GIA, or the Federal Tort Claims Act, 28 U S C 2671 et seq , as applicable,as now or hereafter amended. G. Jurisdiction and Venue All suits, actions.or proceedings related to this Grant shall be held in the State of Colorado and exclusive w enue shall be in the City and County of Denver. H. Applicable Laws At all times during the performance of this Grant.Grantee shall comply with all applicable Federal and State laws and their implementing regulations,currently in existence and as hereafter amended Grantee also shall require compliance with such laws and regulations by subgrantees under subgrants permitted by this Grant. I. Use CONenants 1 his section❑ shall E shall not apply to this Grant. For Subject Property that is owned by Grantee upon execution of this Grant. Grantee shall record a Use Covenant substantially equity alent to Exhibit Faith the county in which the property resides as soon as reasonably practicable after execution of this Grant. For Subject Property acquired by Grantee using Grant Funds. Grantee shall record a Use Covenant substantially equivalent to Exhibit F w ith the county in which the property resides as soon as reasonably practicable after acquisition of such property J. Modification i. By the Parties If either the State or the Grantee desire to modify the terms of this Grant to either increase or decrease total awarded funds, make budget line item adjustments to Grant Funds,and/or change the performance period or term of the Grant,this may be achieved unilaterally by DOLA through an Option Letter(Exhibit G). Except as otherwise provided in this Grant,no modification shall be effective unless agreed to In writing by the Parties in an amendment.properly executed and approted m accurdan‘e with apphtable Colorado State law, State Fiscal Rules, and OfT'e of the State Controller Pohoics.Chantes to the etant shall he author zed for appro.al the lou o..rr rg SLAV'of De rt. x para. s1 Appros al bi Dr.pionDireetor 1 MC Div 1.1011 DlreUul or DC)l Zs, PI Inv dclebaq shall has authorit to approve charges to the Responsible Administrator and Key Personnel specified in §5 of Exhibit R,rod the Principal Representative in gin. b) Approval by DOLA Controller 'the DULA C ontrollsr shrill have authority t approve all vhangev to the Cr ant wInch are not reserved to the Division Directot above- ". bve- ". By Operation of Law This Grant is subject to such modifications as may be required by changes in Federal or Colorado State law, or their implementing regulations Any such required modification automatically shall be incorporated into and he part of this Grant on the effective date of such change,as if fully set forth herein. K. Order of Precedence The provisions of this Grant shall govern the relationship of the Parties. In the event of conflicts or inconsistencies between this Grant and its exhibits and attachments including. but not limited to,those Page 16 of 20 FIAF#8318—Pitkin County Middle-Mile Broadband and Pub. Sat-.Network provided by Grantee, such conflicts or inconsistencies shall be resolved by reference to the documents in the following order of priority: i. Colorado Special Provisions ii. The provisions of the main body of this Grant(excluding the cover page) iii. Any executed Option Letters iv. Exhibit B(Scope of Project) v. The cover page of this Grant L. Severability Provided this Grant can be executed and performance of the obligations of the Parties accomplished within its intent, the provisions hereof are severable and any provision that is declared invalid or becomes inoperable for any reason shall not affect the validity of any other provision hereof M. Survival of Certain Grant Terms Notwithstanding anything herein to the contrary,provisions of this Grant requiring continued performance, compliance. or effect after termination hereof,shall survive such termination and shall be enforceable by the State if Grantee fails to perform or comply as required N. Taxes The State is exempt from all federal excise taxes under IRC Chapter 32(No. 84-7301238)and from all State and local government sales and use taxes under CRS §§39-26-101 and 201 et seq. Such exemptions apply when materials are purchased or services rendered to benefit the State,provided however,that certain political subdivisions(e g.,City of Denver)may require payment of sales or use taxes even though the product or service is provided to the State. Grantee shall be solely liable for paying such taxes as the State is prohibited from paying for or reimbursing Grantee for them. O. Third Party Beneficiaries Enforcement of this Grant and all rights and obligations hereunder are reserved solely to the Parties, and not to any third party. Any services or benefits which third parties receive as a result of this Grant are incidental to the Grant, and do not create any rights for such third parties. P. Waiver Waiver of any breach of a term, provision, or requirement of this Grant,or any nght or remedy hereunder, whether explicitly or by lack of enforcement, shall not be construed or deemed as a waiver of any subsequent breach of such term,provision or requirement, or of any other term,provision,or requirement Q. CORA Disclosure To the extent not prohibited by federal law,this Grant and the performance measures and standards under CRS §24-103.5-101.if any,are subject to public release through the Colorado Open Records Act,CRS §24-72-101, et seq. THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK Page 17 of 20 FIAF #8318—Pitkin County Middle-Mile Broadband and Pub. Sal.Network 22. COLORADO SPECIAL PROVISIONS A. The Special Provisions apply to all Grants except where noted in italics. !. CONTROLLER'S APPROVAL. CRS§24-30-202(I). This Grant shall not be deemed valid until it has been approved by the Colorado State Controller or designee. ii. FUND AVAILABILITY. CRS§24-30-202(5.5). Financial obligations of the State payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted,and otherwise made available. iii. GOVERNMENTAL IMMUNITY. No term or condition of this Grant shall be construed or interpreted as a waiver,express or implied, of any of the immunities,rights, benefits,protections,or other provisions,of the Colorado Governmental Immunity Act,CRS §24-10-101 et seq ,or the Federal Tort Claims Act,28 U.S.C. §$1346(b)and 2671 et seq., as applicable now or hereafter amended. iv. INDEPENDENT CONTRACTOR Grantee shall perform its duties hereunder as an independent Grantee and not as an employee.Neither Grantee nor any agent or employee of Grantee shall be deemed to be an agent or employee of the State Grantee and its employees and agents are not entitled to unemployment insurance or workers compensation benefits through the State and the State shall not pay for or otherwise provide such coverage for Grantee or any of its agents or employees. Unemployment Insurance benefits shall be available to Grantee and its employees and agents only if such coverage is made available by Grantee or a third part) Grantee shall pay when due all applicable employ ment taxes and income taxes and local head taxes incurred pursuant to this Grant.Grantee shall not have authorization, express or implied,to bind the State to any Grant. liability or understanding,except as expressly set forth herein. Grantee shall (a)provide and keep in force workers'compensation and unemployment compensation insurance in the amounts required by law.(b)provide proof thereof when requested by the State, and (c)be solely responsible for its acts and those of its employees and agents v. COMPLIANCE WITH LAW. Grantee shall strictly comply with all applicable federal and State laws, rules, and regulations in effect or hereafter established,including,without limitation, laws applicable to discrimination and unfair employment practices. vi. CHOICE OF LAW. Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution,and enforcement of this Brant. Ant provision included or incorporated herein by reference ss LA.h conflicts ix ttb said Ian.52 rules,and regulations shall be null and void Ani pros is Oil utvorvontea horn by r Ivenw wlo h pvrin a to riebate tl m an) other Spec Jai Pros isron In whole or in part shall not be valid or enforceable or available in any action at lab.v hether by v..q oaf complaint,defense,nr alIicrss i.c Aiiy pros Inion rendered r,,.ii end s,,id by the operation of OM, pros isi on s6dl not sirs alidate the remainder of this Grant. to the extent capable of ccc'iti on rttlBlfllllITh ARDITRATION PROHIBITED, The State of Colorado Uues not agree to binding arbltrauon b) any catrayualclai bva) or perevn. Any pro vi vn to the contra°. In this Grtinl or tncorpvmled hercal by rcrcrencc anal! be null and void. viii, SOFTWARE PIRACV PROHIBITION. Governor's Executive Order D 002 00. State or other public funds payable tinder this Grant shall not he used for the acquisition,operation,or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions Grantee hereby certifies and warrants that,during the term of this Grant and any extensions.Grantee has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that Grantee is in violation of this provision,the State may exercise any remedy available at law or in equity or under this Grant. including, without Page IS of 20 EIAF#8318—Pitkin County Middle-Mile Broadband and Pub Saf.Network limitation, immediate termination of this Grant and any remedy consistent with federal copyright laws or applicable licensing restrictions ix. EMPLOYEE FINANCIAL INTEREST. CRS§§24-18-201 and 24-50-507. 7 he signatones aver that to their knowledge, no employee of the State has any personal or beneficial interest whatsoever in the service or property described in this Grant. Grantee has no interest and shall not acquire any interest, direct or indirect,that would conflict in any manner or degree with the performance of Grantee's services and Grantee shall not employ any person having such known interests. x. VENDOR OFFSET. CRS§§24-30-202(1)and 24-30-202.4. [Not applicable to intergovernmental agreements] Subject to CRS §24-30-202.4(3.5),the State Controller may withhold payment under the State's vendor offset intercept system for debts owed to State agencies for (a)unpaid child support debts or child support arrearages; (b)unpaid balances of tax,accrued interest, or other charges specified in CRS §39-21-101, et seq.; (c)unpaid loans due to the Student Loan Division of the Department of Higher Education,(d)amounts required to be paid to the Unemployment Compensation Fund,and(e)other unpaid debts owing to the State as a result of final agency determination or judicial action xi. PUBLIC GRANTS FOR SERVICES. CRS§8-17.5-101. [Not applicable to agreements relating to the offer. issuance. or sale of securities, investment admmny services or fluid management services, sponsored projects, intergovernmental Agreements, or information technology services or products and services] Grantee certifies,warrants, and agrees that it does not knowingly employ or contract with an illegal alien who shall perform work under this Grant and shall confirm the employment eligibility of all employees who are new ly hired for employment in the United States to perform work under this Grant,through participation in the E- Verify Program or the State program established pursuant to CRS §8-17.5-102(5)(c),Grantee shall not knowingly employ or contract with an illegal alien to perform work under this Grant or enter into a grant with a Subgrantee that fails to certify to Grantee that the Subgrantee shall not knowingly employ or contract with an illegal alien to perform work under this Grant.Grantee(a)shall not use E- Verify Program or State program procedures to undertake pre-employment screening ofjob applicants while this Grant is being performed, (b)shall notify the Subgrantee and the granting State agency within three days if Grantee has actual knowledge that a Subgrantee is employing or contracting with an illegal alien for work under this Grant,(c)shall terminate the Subgrant if a Subgrantee does not stop employing or contracting with the illegal alien w ithin three days of receiving the notice,and(d) shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to CRS §8-17.5-102(5), by the Colorado Department of Labor and Employ ment. If Grantee participates in the State program,Grantee shall deliver to the granting State agency, Institution of Higher Education or political subdivision, a written, notarized affirmation, affirming that Grantee has examined the legal work status of such employee,and shall comply with all of the other requirements of the State program If Grantee fails to comply with any requirement of this provision or CRS §8- 17.5-101 et seq ,the granting State agency,institution of higher education or political subdivision may terminate this Grant for breach and, if so terminated, Grantee shall be liable for damages. xii.PUBLIC GRANTS WITH NATURAL PERSONS.CRS§24-76.5-101. Grantee, if a natural person eighteen(18)years of age or older, hereby swears and affirms under penalty of perjury that he or she(a)is a citizen or otherwise lawfully present in the United States pursuant to federal law, (b)shall comply with the provisions of CRS §24-76.5-101 et seq., and(c) has produced one form of identification required by CRS §24-76.5-103 prior to the Effective Date of this Grant. (Special Provisions-effective 1/1/09) Page 19 of 20 EIAF#8318—Pitkin County Middle-Mile Broadband and Pub. Saf Network CMS#97092 SIGNATURE PAGE THE PARTIES HERETO HAVE EXECUTED THIS GRANT * Persons signing for Grantee hereby swear and affirm that they are authorized to act on Grantee's behalf and acknowledge that the State is relying on their representations to that effect. GRANTEE YITKIN COUNTYSTATE OF COLORADO John W.Hickenlooper,GOVERNOR DEPARTMENT OF LOCAL AFFAIRS By I-2 Z2 137 .l T AAA' Name of Authorized Individual(print) ' BY sins _ Title: C_ SLI ;{ A. Al al loyecutivc Director Otial Title of Authonzed Individual L.) '�6,(f<�:i�. Date *Signa4re Date J/ 111111 PRE-AP ByPPR VED FO f CONTRACT REVIEWER t/7 Stacy omero.State Grants Manager Date: ////�z' Al.l.GRANTS REOIJIRE APPROVAL HV THE STATE CONTROLLER PRC R51_111_581 reanlres the Clale Vonlrnller la approve all Cta!egrant,TIt Erawt;<tint Villa 111161<itrlAti Anti dhoti halt 11O Cho S191U(UUIPOIIUP OF ammo.LIUUIUU It not UIIIIIURJOII IU MOW p@ffoiruoc Unlil lufn(Imo.II [URDU DEM pCI(UrIDIUr pflUf IUCITIUI IOC DWI(UI IIOIUfihU Id not ODIICtIIid W pil WiU{ii f if Hill y ffifliflitif or For anI Loode and/or ser..cea.. ..drd„¢sunder. STATE CONTROLLER Robert Jar os,C PA Et) /�/�/ Janet ALASs,('PA,/ Controller Delegate Date 3/21/17 Page 20 of 20 EIAF 118318—Pitkin County Middle-Mile Broadband and Pub Saf Network EXHIBIT B—SCOPE OF PROJECT (SOP) 1. PURPOSE 1.1. Energy Impact The purpose of the Energy and Mineral Impact Assistance Program is to assist political subdivisions that are socially and/or economically impacted by the development, processing, or energy conversion of minerals and mineral fuels. 2. DESCRIPTION OF THE PROJECT(S)AND WORK 2.1. Project Description. The Project consists of the construction of three new communication tower sites in Pitkin County and the expansion of broadband backhaul capabilities from 400MB to 2.1 GB. 2.2. Work Description. Pitkin County(Grantee)shall engage a contractor to upgrade and install towers, equipment shelters and equipment for three sites. The Project also includes the purchase and installation of equipment to expand the back haul capabilities from 400MB to 2 IGB.Grantee will own all improvements and, in accordance with§9 below, a contractor will be hired to complete the Work. 2.2.1. The Grantee warrants that the facilities will continue to be utilized as communications sites for at least ten(10)years following completion of the Grant. If the facility is used for any purpose other than intended dunng that ten-year period,the Grantee shall return a portion of the grant funds based on the following payback schedule: In year one.one hundred percent(100%)of the grant funds must he returned; in year two,ninety percent(90%), in year three,eighty percent (80%), in year four,seventy percent(70%); in year five, sixty percent(60%), in year six.fifty percent(50%): in year seven, forty percent(40%), in year eight.thirty(30%)percent; in year nine,twenty(20%)and in year ten,ten(10%)percent. At the end of the ten(10)year period following the date ofcoinpletion of the renovations and thereafter,no State restnctions on use of the property shall be in effect. 2.3. Responsibilities.Grantee shall be responsible for the completion of the Work and to provide required documentation to DOLA as specified herein. 2.3.1. Grantee shall notify DOLA at least 30 days in advance of Project Completion. 2.4. Recapture of Advanced Funds.To maximize the use of Grant Funds,the State shall evaluate Grantee's expenditure of the Grant Funds for timeliness and compliance with the terms of this Grant. DOLA reserves the right to recapture advanced Grant Funds when Grantee has not or is not complying with the terms of this Grant. 2.5. Eligible Expenses Eligible expenses shall include: professional engineering fees,RFP/bid advertisements,survey work, inspection and testing fees, and attorney's fees. Other expenses include labor and materials costs, bond and insurance costs,bid advertisements,purchase and erection of pre- engineered buildings,and right of way acquisition or easement costs. 3. DEFINITIONS 3.1. "Cumulative Budgetary Line Item Changes"means a cumulative or increasing accumulation of additional expenses within a specific line item as listed in§6.2 Budget within this Exhibit B. 3.2. Project Budget Line Items. 3.2.1. "Architectural/Engineering Services"means professional architectural/engineering fees, RFP/bid advertisements, survey work. eater/sewer testing fees,electrical inspection and testing fees,CDPHE permit fees, and attorney's fees. 3.2.2. "Construction/Improvement of Public Utilities"means labor and materials costs.bond and insurance costs. bid advertisements, attorney's fees,and right-of-way acquisition costs. 3.3. -'Substantial Completion"means the Work is sufficiently complete in accordance with the Grant so it can be utilized for its intended purpose without undue interference. 4. DELIVERABLES Page 1 of 5 EIAF 48318—Pitkin Count; Middle-Mile Broadband and Pub. Saf.Network 4.1. Outcome. The final outcome of this Grant is to have three upgraded communications totter sites including expanded backhaul capabilities from 400MB to 2.1GB. 4.2. Service Area.The performance of the Work described within this Grant shall be located in Pitkin. Garfield,and Gunnison Counties,Colorado. 4.3. Performance Measures. Grantee shall comply with the following performance measures: Milestone/Performance Measure/Grantee will: Bv: Put Project out to bid. Februan 28,2017 Award and finalize subcontract(s)and/or sub-grant(sl. May 31,2017 Provide DOI A with Project Timeline June 30,2017 Conduct on-site walk through inspectinnts)of Work Sites) September 30,2018 Submit Quarterly Pay Requests See§4.5.2 below Submit Quarterly Status Reports See 64.5.2 below Submit Project Final Report January 20, 2019 4.4. Budget Line Item Adjustments. 4.4.1. Grantee may request that DOLA move Grant Funds between and among budget line items, so long as the total amount of Grant Funds remains unchanged. To make such budget line item changes, DOLA will use an Option Letter(Exhibit G). 4.4.2. Grantee may increase or decrease the amount of any one or any combination of budget line items of"Other Funds" as described In§6.1.or mote funds between and among budget line items of such"Other Funds,"so long as the total amount of such"Other Funds" is not less than the amount set forth in §6.1 below. Grantee may increase the Total Project Cost with"Other Funds"and such change does not require an amendment DOLA w ill verify the Grantee's contribution of"Other Funds"and compliance with this section at Project Closeout 4.5. Quarterly Pay Request and Status Reports. Beginning 30 days after the end of the first quarter following execution of this Grant and for each quarter thereafter until termination of this Grant, Grantee shall submit Pay Requests and Status Reports using a form provided by the State The State shall pay the Grantee for actual expenditures made in the performance of this Grant based on the submission of statements in the format prescribed by the State. The Grantee shall submit Pay Requests setting forth a detailed description and provide documentation of the amounts and types of reimbursable expenses Nay Keuuests and Status Reports are due within 30 days of the end of the unanrr but may DC )11DMIIIfd MOIL nculIL011) at the d11aL0un or mf Minn I (1.,4e,in„hie],there ren exn'en( Fives to mindstims. CiimOm AM! IO IIAAPA 9AIR(Ill ill tkA P i1II 1 and epaeityl rtntuc of the Wnrk In the Mattis Report I no report will nnntfln an update 01 expenditure of tun by line Item as per 06.2 or Exhibit H Scope nr NrMect as well as a Role =or all Work expected to be accomplished In the run mg quarter, Including an eaumate orUrdnl tooth to be expended. 1.5.2. Cpeeifte cuhmittal dates_ Quarter Year Due Date Pay Request Status Report 1" (Jan-Mar) 2017 April 30,2017 Yes Yes god(Apr-Jun) 2017 July 30,2017 Yes Yes 3•d (Jul-Sep) 2017 October 30,2017 'Yes Yes 4th(Oct-Dec) 2017 January 3012018 Yes Yes V (Jan-Mar) 2018 April 30,2018 Yes Yes Page 2 of 5 EIAF#8318—Pitkin County Middle-Mile Broadband and Pub Saf Network 2"d(Apr-Jun) 2018 July 30,2018 Yes Yes 314(Jul-Sep) 2018 October 30,2018 Yes Yes 4Th(Oct-Dee) 2018 January 30,2019 Yes Yes 4.6. DOLA Acknowledgment. The Grantee agrees to acknowledge the Colorado Department of Local Affairs in any and all materials or events designed to promote or educate the public about the Work and the Project, including but not limited to. press releases,newspaper articles.op-ed pieces, press conferences, presentations and brochures/pamphlets. 5. PERSONNEL 5.1. Replacement. Grantee shall immediately notify the State if any key personnel specified in§5 of this Exhibit B cease to serve Provided there is a good-faith reason for the change, if Grantee wishes to replace its key personnel, it shall notify the State and seek its approval, which shall be at the State 's sole discretion, as the State executed this Grant in part reliance on Grantee's representations regarding key personnel Such notice shall specify why the change is necessary,who the proposed replacement is, what their qualifications are. and when the change will take effect.Anytime key personnel cease to serve, the State, in its sole discretion,may direct Grantee to suspend Work until such time as replacements are approved All notices sent under this subsection shall be sent in accordance with §16 of the Grant. 5.2. Responsible Administrator Grantee's performance hereunder shall be under the direct supervision of Kara Silbernagel,Policy Analyist(Kara.silbernal el(aDpitkincounty.com),an employee or agent of Grantee,who is hereby designated as the responsible administrator of this Project. Such administrator shall be updated through the approval process in§5.1 If this person is an agent of the Grantee, such person must have signature authority to bind the Grantee and must provide evidence of such authority. 5.3. Other Key Personnel. None. Such key personnel shall be updated through the approval process in §5.1 5.4. DLG Regional Manager: Greg Winkler,(970)668-6160,(greg•winkler(a�state.co.us) 5.5. DLG Regional Assistant. Leslie Hentze,(970)248-7313,(Ieslie.hentzeriestate.co.us) 6. FUNDING The State provided funds shall be limited to the amount specified under the"Grant Funds" column of§6.2, Budget.below. 6.1. Matching/Other Funds.Grantee shall provide at least 50%of the Total Project Cost as documented by Grantee and verified by DOLA at Project Closeout. Initial estimates of Grantee's contribution are noted in the"Other Funds'column of 86.2 below. Increases to Grantee's contribution to Total Project Cost do not require modification of this Grant Agreement and/or Exhibit B. 6.2. Budget Budget Line Bemis) Total Cost Grant Other Other Funds Funds Funds Source Architectural/Engineering $60,000 $30,000 $30,000 Grantee Services Construction/Improvement $1.733,600 $866,800 $866,800 Grantee of Public Utilities Total $1,793,600 $896,800 $896,800 7. PAYMENT Payments shall be made in accordance with this section and the provisions set forth in§7 of the Grant. Page 3 of 5 FIAF 48318 Pitkin County Middle-Mile Broadband and Pub Saf.Network 7.1. Payment Schedule. If Work is subcontracted or suhgranted and such Subcontractors and/or Subgrantees are not previously paid, Grantee shall disburse Grant Funds received from the State to such Subcontractor or Subgrantee within fifteen days of receipt. Excess funds shall he returned to DOLA Payment Amount Interim Payment(s) $851,960 Paid upon receipt of actual expense documentation and written Pay Requests from the Grantee for reimbursement of eligible approved expenses. Final Payment $44,840 Paid upon Substantial Completion of the Project(as determined by the State in its sole discretion), provided that the Grantee has submitted,and DOLA has accepted,all required reports Total 5896,800 7.2. Interest.Grantee or Subgrantee may keep interest earned from Grant Funds up to $100 per year for administrative expenses 8. ADMINISTRATIVE REQUIREMENTS 8.1. Reporting Grantee shall submit the follow ing reports to DOLA using the State-provided forms DOLA may withhold pay ment(s) if such reports are not submined timely. 8.1.1.Quarterly Pay Request and Status Reports. Quarterly Pay Requests shall be submitted to DOLA in accordance with §4.6 of this Exhibit B 8.1.2.Fina1 Reports. Within 90 days after the completion of the Project,Grantee shall submit the final Pay Request and Status Report to DOLA 8.2. Monitoring. DOLA shall monitor this Work on an as-needed basis. DOLA may choose to audit the records for activities performed under this Grant. Grantee shall maintain a complete file of all records, documents,communications, notes and other written materials or electronic media,files or communications,which pertain in any manner to the operation of activities undertaken pursuant to an executed Grant. Such hooks and records shall contain documentation of the Grantee's pertinent activity under this Grant in accordance with Generally Accepted Accounting Principles. 8.2.1.Subgrantee/Subcontractor.Grantee shall monitor its Subgrantees and/or Subcontractors,if any. during the term of this Grant. Results of such monitoring shall be documented by Grantee and maintained on file R.3. Bonds. If Project includes construction or facility improvements,Grantee and/or its contractor(or subcontractors'pet forming such's orb shall secure the bonds hereunder from cnmpan:es holding certvicnte, ntn can y s ae eptahle sureties pursuant to 31 CPR Dart n'$ anA ate aut6nr,xect to Jo Lus;rte s In(loinraA 8.3.1.B1•1 Bond. A hid g,j.r.m[ee From ca.i,RWdet cyunalent to S per,cnt of the bid prise The"Fid guarantee'shall consist of firm commitment such as a hid bond,certified check, or other negotiable instron,ent acco.npan>ing a bid as.assurance that the hiller shall. upon acceptance of his hid,execute such contractual documents as may he required whhln the t mc-spccUFed 8.3.2.Performance Bond.A performance bona on tile part of the cents actor for IOD percent of the wnttact puce. A"performance bond" is one executed in connection with a contract to secure fulfillment of all the contractor's obligations under such contract 8.3.3.Payment Bond. A payment bond on the part of the contractor for I00 percent of the contract price. A"payment bond" is one executed in connection with a contract to assure payment as required by statute of all persons supplying labor and material in the execution of the work provided for in the contract. 8.3.4.Substitution.The bonding requirements in this §8.3 may be waived in lieu of an irrevocable letter of credit if the price is lex than $50,000. Page 4 of 5 EIAF tt8318—Pitkin Count) Middle-Mile Broadband and Puh Saf Network 9. CONSTRUCTION/RENOVATION. The following subsections shall apply to construction and/or renovation related protects/activities 9.1. Plans& Specifications.Construction plans and specifications shall be drawn up by a qualified engineer or architect licensed in the State of Colorado,or pre-engineered in accordance with Colorado law.and hired by the Grantee through a competitive selection process. 9.2. Procurement. A construction contract shall be awarded to a qualified construction firm through a formal selection process with the Grantee being obligated to award the construction contract to the lowest responsive, responsible bidder meeting the Grantee's specifications. 9.3. Subcontracts. Copies of any and all contracts entered into by the Grantee in order to accomplish this Project shall be submitted to DOLA upon request, and any and all contracts entered into by the Grantee or any of its Subcontractors shall comply with all applicable federal and state laws and shall be goserned by the laws of the State of Colorado. 9.4. Standards. Grantee, Subgrantees and Subcontractors shall comply with all applicable statutory design and construction standards and procedures that may be required, including the standards required by Colorado Department of Public Health and Environment, and shall provide the State with documentation of such compliance. THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK Page 5 of 5 • LIAF 48318- Pitkin Count. hhddle-\tile Broadband and Pub Sal Netnork EXHIBIT G—Sample OPTION LETTER OPTION LETTER Date: Original Grant Agreement CMS#: CMS Routing# I) OPTIONS: Choose all applicable options listed in§I and in §2 ❑ a. Option to extend fuse this option lar Extension of lane) ❑ b. Change in the maximum Grant Funds dollar amount within current term (use this opnonfor an Increase or Decrease in Grant Funds, including Supplemental funding(Beards) ❑ c. Budget Line Item Adjustment(sl—reallocation of awarded Grant Funds to Budget Line Bemis) (use this Option to redistribute existing Grant bunds between budget lines) 2) REQUIRED PROVISIONS All Option Letters shall contain the appropriate provisions set forth below. a. For use with Option 1(a): In accordance with Section 5(A)of the original Grant Agreement between the State of Colorado,acting by and through the Colorado Department of Local Affairs,and Grantee's Name,the State hereby exercises its option for an additional term beginning Insert start date and ending on Insert ending date Tables in Sections 4.3 and 4.5.2 of Exhibit B are deleted and replaced with the following. Milestone/Performance Measure Put Project out to hid Within days of the Effective Date of this Grant Agreement. Assard and finalize subcontract(s)and/or sub-grant(s) [give target date] Pros ide DOLA cath Project Timeline Within days of the Effective Date of the subcontract(s) Contractor mobilization/begin Work Within days of the Effective Date of the subcontract(s) On-sue walk through inspection(s)of Work Spiels) [give target date] Submit Quarterly Pay Requests See§4.5.2 below Submit Quarterly Status Reports See§4.5.2 below Submit Project Final Report [give date certain] Quarter \ear Due Date Pay Request Status Report (Jan-Mar) 2016 April 30.2016 les 1 e 2"a(Apr-Jun) 2016 July 30,2016 les les 314(Jul-Sep) 2016 October 30,2016 les Ies 4's(Oct-Dec) 2016 January 30,2017 Yes \es I"(Jan-Mar) 2017 April 30,2016 l es \es b. For use with Option 1(b): In accordance with Section 7(A)ofthc original Grant Agreement between the State of Colorado,acting by and through the Colorado Department of Local Affairs,and Grantee's Name,the State hereby exercises its option to increase/decrease Grant Funds awarded for this Project in an amount equal to ami of increase or Idecreasel,from beginning dollar amt to ending dollar amt. The maximum amount in Section 7.A. of the main body of the Grant is hereby changed to ending dollar amt The Budget table in Section 6.2 and the Payment Schedule in Section 7.1,both of Exhibit B,are deleted and replaced with the following' Budget Line Item(s) Total Cost Grant Funds Other Fonds Other Funds Source Architectural/Engineering S it(1(1 Grantee Services Building or Facility Grantee Construction Total $ 0.00 $ 0.00 S 0.00 Page 1 of 2 FIAF P8318 Pitkin Counts Middle-Mile Broadband and Pub Saf Netssork Payment Amount Interim Pa'mentbl Paid upon reaeipt of actual expense documentation and .When Pas Requests from the Grantee for reimbursement of eligible approved expenses Final Payment Paid upon Substantial Completion of the Project las determined by the State in its sole discretion) pros ided that the Grantee has mhmmed,and DOI A has accepted,all required reports Total c. For use With Option 1(c):In accordance with Section 6.2 of Exhibit B of the original Grant Agreement between the State of Colorado,acting by and through the Colorado Department of Local Affairs,and Grantee's Name,the State hereby exercises its option to re-allocate awarded Grant I unds within the Project Budget The Budget table in Section 6.2 of Exhibit B is deleted and replaced with the following Budget Line Item(s) Total Cost Grant Funds Other Funds Other Funds Source ArchnecturaVGigineering $ 000 Grantee Services Building or Facility Grantee Construction T Mal 5 000 S 0.00 S 0.00 3) Effective Date The effective date of this Option Letter Is upon approsal of the State Controller or ,whicheser is later STATE OF COLORADO John W.Hickenlooper GOVERNOR Colorado Department of Local Affairs By. In, Halter, Executive Director Date ALL CONTRACTS REOUIRE APPROVAL BY THE STATE CONTROLLER ells 424-30-202 require.the State Controller to approve all Ctate contracts.This Option Letter is not valid until signed and dated below by the State Controller or delegate Contractor is not authorized to begin performance until such time. If(ontractor begins performing prior thereto,the htate of Colorado Is not obligated to pay Contractor for such performance or for any goods and/or senses provided hereunder. STATE CONTROLLER Robert Jarns.CPA.MD 1,JD By. Janet Mks, CPA.Controller Delegate Date: Page 2 oft � zso 0/ 7 _-2-o1l �� COLORADO Department of Local Affairs J CO Di.,.,.,.,, Local .r,,,nen' @ 09zp6C OC / December 5, 2016 C OFF (� The Honorable Rachel Richarclr Chair Pitkin County 123 Emma Road#106 Basalt, CO 81621 RE EIAF 08318-Pitkin County Middle-Mile Broadband Network Dear Commissioner Richards, The Department of Local Affairs is in receipt of your application for state Energy and Mineral Impact Assistance funds These revenues are denved from oil,gas,carbon dioxide,coal and metals extracted in Colorado Your project was reviewed based on a variety of factors such as its connection to energy impact, degree of need, measurable outcomes, amount of request, relationship to community goals,level of local match and community support, management capacity and readiness to go. Congratulations' After thorough review, I am excited 10 offer a grant award in the amount of$896,800. These grant funds will be from state severance tax proceeds,which may cause you to go to election to receive and spend these funds. You should confer with your legal and budget advisors to determine if such an election is necessary Please contact your DOLA Regional Manager, Greg Winkler,at 970-668-6160 for information on how to proceed.As you know. no state funds or matching funds can be obligated before a grant contract is fully executed Expenditure of any funds pnor to the contract being fully executed cannot be included in the contract budget or reimbursed by the state Consult your regional manager prior to expending any funds Per our program guidelines this offer is valid for one year from the date of this leder I wish you success with your project Sincerely, Iry Iry Halter Executive Director cc State Senator Kerry Donovan State Representative Millie Hamner Kara Silbemagel, Management Analyst Greg Winkler, DOLA i4ddziedc' c EIAF 8318—Pitkin County Middle-Mile Broadband and Pub.Sal:Network OPTION LETTER 2 Date:08/23/18 Original Grant Agreement CMS#:97092 CMS Routing# 113216 1) OPTIONS:Choose all applicable options listed in§I and in§2 ® a, Option to extend(use this option for Extension of Time) ❑ b. Change in the maximum Grant Funds dollar amount within current term(use this option for an Increase or Decrease in Grant Funds, including Supplementalfunding•awards) ❑ c. Budget Line Item Adjustment(s)—reallocation of awarded Grant Funds to Budget Line Item(s) (use this Option to redistribute existing Grant Funds between budget lines) 2) REQUIRED PROVISIONS.All Option Letters shall contain the appropriate provisions set forth below: a. For use with Option 1(a):In accordance with Section 5(A)of the original Grant Agreement between the State of Colorado,acting by and through the Colorado Department of Local Affairs,and PITKIN COUNTY,the State hereby exercises its option for an additional term beginning 11/01/18 and ending on 12/31120. Tables in Sections 4.3 and 4.5.2 of Exhibit B are deleted and replaced with the following: Milestone/Performance Mcasure/Grantee will: I3�: Put Project out to bid. February 28,2017 Award and finalize subcontract(s)and/or sub-grant(s). May 31,2017 Provide DOLA with Project Timeline June 30,20(7 Conduct on-site walk through inspection(s)of Work Site(s) September 30,2018 Submit Quarterly Pay Requests • See§4.5.2 below Submit Quarterly Status Reports See§4.5.2 below Submit Project Final Report March 31,2021 Quarter Year Due Date Pay Request Status Report 1"(Jun-Mar) 2017 April 30,2017 Yes Yes 2"(Apr-Jun) 2017 July 30,2017 Yes Yes 3 a(Jul-Sep) 2017 October 30,2017 Yes Yes 4"'(Oct-Dee) 2017 January 30,2018 Yes Ycs 1"(Jan-Mar) 2018 April 30,2018 Yes Ycs 2i"(Apr-Jun) 2018 July 30,2018 Yes Yes 3'"(Jul-Sep) 2018 October 30,2018 Yes Yes 4'h(Oct-Dee) 2018 January 30,2019 1• 'es Yes 1"(Jan-Mar) 2019 April 30,2019 Y• es Yes 2"(Apr-Jun) 2019 July 30,2019 Yes Yes 3"t(Jul-Sep) 2019 October 30,2019 Yes Yes 4th(Oct-Dee) 2019 January 30,2020 Yes Yes I"(Jan-Mar) 2020 April 30,2020 Yes 1'es 2"c(Apr-Jun) 2020 July 30,2020 Yes Yes 3'4(Jul-Sep) 2020 October 30,2020 Yes Yes 4"'(Oct-Dee) 2020 January 30,2021 Yes Yes b. Reserved for use with Option 1(b). c. Reserved for use with Option 1(c). Page 1of2 EIAF 8318—Pitkin County Middle-Mile Broadband and Pub_Saf Network 3) Effective Date.The effective date of this Option Letter is upon approval of the State Controller or 08123118. whichever is later. STATE OF COLORADO John 1V.Hickenlooper GOVERNOR C rado Depa mens of Local Affairs By: Iry Halter,Ex•cutiv .Director Date: C1 ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER CRS§2-1-30-202 requires the State Controller to approve all Stale contracts.This Option Letter is not valid until signed and dated below by the State Controller or delegate.Contractor is not authorized to begin performance until such time. If Contractor begins performing prior thereto,the State of Colorado is not obligated to pay Contractor for such performance or for any goods and/or services provided hereunder. STATE CONTROLLER Robe Jaros, PA,MBA,J A By: Ying• ha,Controller Delegate Date: /.1 ! ///5 Page 2 of 2