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HomeMy WebLinkAboutbocc.con.282.21 - BOCC Contract No. 282.2021 Attached EMERGENCY RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS ("BOCC") OF PITKIN COUNTY, COLORADO, AUTHORIZING SUBMITTAL OF A GRANT APPLICATION TO THE STATE OF COLORADO DEPARTMENT OF LOCAL AFFAIRS ENERGY AND MINERAL IMPACT ASSISTANCE FUNDS FOR THE ROARING FORK BROADBAND MIDDLE MILE FIBER PROJECT AND IF APPROVED, AUTHORIZING ACCEPTANCE OF THE GRANT RESOLUTION NO. 009-2021 RECITALS WHEREAS, 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 of County Commissioners ("BOCC")not requiring ordinance power on matters of significant importance affecting citizens, and; WHEREAS, Pursuant to Section 2.8.5 of the HRC the Board is authorized to approve emergency resolutions,which shall become effective immediately upon adoption, and; WHEREAS, Pitkin County is partnering with the City of Aspen, the Town of Snowmass Village,the Town of Basalt and Holy Cross Energy on a middle-mile fiber project to develop broadband infrastructure in the Roaring Fork Valley. WHEREAS, the State of Colorado, Department of Local Affairs ("DOLA"), has grant funding available through the Energy and Mineral Impact Assistance Fund("EIAF"). WHEREAS, Pitkin County is requesting EIAF matching funds from DOLA to assist with the Roaring Fork Broadband Middle Mile Fiber Project development. WHEREAS, the BOCC finds that approval of this resolution is necessary for the immediate preservation of the public health, safety and welfare of the citizens of Pitkin County and therefore declares this resolution to be effective immediately pursuant to the HRC Section 2.8.5. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Pitkin County, Colorado that it hereby adopts an Emergency Resolution of the Board of County Commissioners ("BOCC") of Pitkin County, Colorado, authorizing submittal of a grant application to the State of Colorado Department of Local Affairs Energy and Mineral Impact Assistance Funds for the Roaring Fork Broadband Middle Mile Fiber Project 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. 1 INTRODUCED, READ AND ADOPTED AS AN EMERGENCY RESOLUTION ON THE 10TH DAY OF FEBRUARY, 2021 AND SET FOR CONFIRMATORY PUBLIC HEARING ON THE 24TH DAY OF FEBRUARY, 2021. NOTICE OF CONFIRMATORY PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF THE EMERGENCY RESOLUTION PUBLISHED IN THE ASPEN TIMES WEEKLY ON THE 11TH DAY OF FEBRUARY, 2021. NOTICE OF CONFIRMATORY PUBLIC HEARING AND THE FULL TEXT OF THE EMERGENCY RESOLUTION POSTED ON THE OFFICIAL PITKIN COUNTY WEBSITE www.pitkincounty.com ON THE 11TH DAY OF FEBRUARY, 2021. CONFIRMED AT A PUBLIC HEARING ON THE 24TH DAY OF FEBRUARY 2021. POSTED BY TITLE AND SHORT SUMMARY ON THE OFFICIAL PITKIN COUNTY WEBSITE www.pitkincounty.com ON THE 25TH DAY OF FEBRUARY 2021. PUBLISHED BY TITLE AND SHORT SUMMARY, AFTER CONFIRMATORY PUBLIC HEARING, IN THE ASPEN TIMES WEEKLY ON THE 4TH DAY OF MARCH, 2021. ATTEST: BOARD OF COUNTY COMMISSIONERS By ,tuun,t{{t, ,�bin�-S By: y ' Jeanette Jones Kelly McNicholas Kury, Chair Deputy County Clerk Feb-13-2021 Date: APPROVED AS TO FORM: MANAGER APPROVAL Z06, Eli P u1US Na ha, John Ely, County Attorney Phylis Mattice for Jon Peacock, County Manager 2 DocuSign Envelope ID:A59ABA5F-5398-4725-A0A1-80C78529B70D Contract No.282.2021 EIAF CTGG1 NLAA 2022*2035 SUMMARY OF GRANT AWARD TERMS AND CONDITIONS State Agency DLG Number CMS Number Department of Local Affairs F22SB005 169886 Grantee Grant Award Amount Retainage Amount Pitkin County $809,946.00 $40,497.00 Project Number and Name Performance Start Date Grant Expiration Date EIAF B005—Roaring Fork Broadband Middle Mile Fiber The later of the Effective Date December 31,2022 Project or July 2,2021 Project Description Program Name The Project consists of the lease of dark fiber from City of Energy&Mineral Impact Assistance Program(EIAF) Glenwood Springs and Holy Cross Energy,the installation Funding Source of equipment to operate the system,and the construction of STATE FUNDS lateral fiber lines to create fiber loops in Basalt,at the Solid Catalog of Federal Domestic Assistance(CFDA)Number Waste Transfer Station and in the City of Aspen. N/A DOLA Regional Manager Funding Account Codes Greg Winkler,(970)668-6160, freg.winkler@state.co.us DOLA Regional Assistant VCUST# Address Katherine Boozell,(970)248-7313, 14283 Code HC001 EFT (katherine.boozell(a,state.co.us) THE SIGNATORIES LISTED BELOW AUTHORIZE THIS GRANT STATE OF COLORADO Jared S.Polis,Governor DEPARTMENT OF LOCAL AFFAIRS DEPARTMENT OF LOCAL AFFAIRS PROGRAM REVIEWER Rick M. Garcia,Executive Director DocuSigned by: DocuSigned by: I I1 y'( VIbIA.IA.t. WI OLMS Etliii `„�"' ' 0920A67707B9482... 1DOB4F9ADCOA49c... By: Rick M. Garcia,Executive Director By:Tim Katers,EIAF Program Manager Date: 7/6/2021 I 1:54 PM MDT Date: 7/6/2021 I 3:14 PM MDT In accordance with §24-30-202 C.R.S.,this Grant is not valid until signed and dated below by the State Controller or an authorized delegate(the"Effective Date"). STATE CONTROLLER Robert Jaros,CPA,MBA,JD DoccuSiggn_ed by: el,„, ... DFA94368247F476... By: Controller Delegate Department of Local Affairs Effective Date: 7/8/2021 I 5:04 PM MDT DocuSign Envelope ID:A59ABA5F-5398-4725-A0A1-80C78529B70D EIAF B005—Roaring Fork Broadband Middle Mile Fiber Project TERMS AND CONDITIONS 1. GRANT As of the Performance Start Date,the State Agency shown on the Summary of Grant Award Terms and Conditions page of this Grant Award Letter (the "State") hereby obligates and awards to Grantee shown on the Summary of Grant Award Terms and Conditions page of this Grant Award Letter (the "Grantee") an award of Grant Funds in the amount shown on the Summary of Grant Award Terms and Conditions page of this Grant Award Letter. By accepting the Grant Funds provided under this Grant Award Letter, Grantee agrees to comply with the terms and conditions of this Grant Award Letter and requirements and provisions of all Exhibits to this Grant Award Letter. 2. TERM A. Initial Grant Term and Extension The Parties' respective performances under this Grant Award Letter shall commence on the Performance Start Date and shall terminate on the Grant Expiration Date unless sooner terminated or further extended in accordance with the terms of this Grant Award Letter.Upon request of Grantee, the State may, in its sole discretion, extend the term of this Grant Award Letter by providing Grantee with an updated Grant Award Letter or an executed Option Letter showing the new Grant Expiration Date. B. Early Termination in the Public Interest The State is entering into this Grant Award Letter to serve the public interest of the State of Colorado as determined by its Governor, General Assembly, or Courts. If this Grant Award Letter ceases to further the public interest of the State or if State, Federal or other funds used for this Grant Award Letter are not appropriated, or otherwise become unavailable to fund this Grant Award Letter, the State, in its discretion, may terminate this Grant Award Letter in whole or in part by providing written notice to Grantee. If the State terminates this Grant Award Letter in the public interest, the State shall pay Grantee an amount equal to the percentage of the total reimbursement payable under this Grant Award Letter that corresponds to the percentage of Work satisfactorily completed, as determined by the State, less payments previously made. Additionally, the State, in its discretion, may reimburse Grantee for a portion of actual, out-of-pocket expenses not otherwise reimbursed under this Grant Award Letter that are incurred by Grantee and are directly attributable to the uncompleted portion of Grantee's obligations, provided that the sum of any and all reimbursements shall not exceed the maximum amount payable to Grantee hereunder. This subsection shall not apply to a termination of this Grant Award Letter by the State for breach by Grantee. C. Reserved. 3. AUTHORITY Authority to enter into this Grant Award Letter exists in the law as follows: A. State Authority 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 Page 2 of 10 Version 0717 DocuSign Envelope ID:A59ABA5F-5398-4725-A0A1-80C78529B70D EIAF B005—Roaring Fork Broadband Middle Mile Fiber Project accomplished from and with appropriate agencies. This Grant Award Letter is funded, in whole or in part, with State funds. B. Reserved. 4. DEFINITIONS The following terms shall be construed and interpreted as follows: A. Reserved. B. Reserved. C. "CORA"means the Colorado Open Records Act, §§24-72-200.1 et. seq., C.R.S. D. "Exhibits"means the following exhibits attached to this Grant Award Letter: i. Exhibit B, Scope of Project ii. Exhibit G, Form of Option Letter E. "Extension Term"means the period of time by which the Grant Expiration Date is extended by the State through delivery of an updated Grant Award Letter, an amendment,or an Option Letter. F. Reserved. G. Reserved. H. "Goods" means any movable material acquired, produced, or delivered by Grantee as set forth in this Grant Award Letter and shall include any movable material acquired,produced, or delivered by Grantee in connection with the Services. I. "Grant Award Letter" or "Grant" means this letter which offers Grant Funds to Grantee, including all attached Exhibits, all documents incorporated by reference, all referenced statutes, rules and cited authorities, and any future updates thereto. J. "Grant Expiration Date"means the Grant Expiration Date shown on the Summary of Grant Award Terms and Conditions page of this Grant Award Letter. Work performed after the Grant Expiration Date is not eligible for reimbursement from Grant Funds. K. "Grant Funds" or "Grant Award Amount" means the funds that have been appropriated, designated, encumbered, or otherwise made available for payment by the State under this Grant Award Letter. L. "Incident'means any accidental or deliberate event that results in,or constitutes an imminent threat of, the unauthorized access or disclosure of State Confidential Information or of the unauthorized modification, disruption, or destruction of any State Records. M. "Initial Term" means the time period between the Performance Start Date and the initial Grant Expiration Date. N. Reserved. O. "Other Funds" means all funds necessary to complete the Project, excluding Grant Funds. Grantee is solely responsible for securing all Other Funds. P. "Party"means the State or Grantee, and"Parties" means both the State and Grantee. Page 3 of 10 Version 0717 DocuSign Envelope ID:A59ABA5F-5398-4725-A0A1-80C78529B70D EIAF B005—Roaring Fork Broadband Middle Mile Fiber Project Q. "Performance Start Date" means the later of the Performance Start Date or the Execution Date shown on the Summary of Grant Award Terms and Conditions page of this Grant Award Letter. R. Reserved. S. Reserved. T. Reserved. U. "Project"means the overall project described in Exhibit B, which includes the Work. V. "Project Budget"means the amounts detailed in §6.2 of Exhibit B. W. Reserved. X. Reserved. Y. "Services"means the services performed by Grantee as set forth in this Grant Award Letter, and shall include any services rendered by Grantee in connection with the Goods. Z. "State Confidential Information"means any and all State Records not subject to disclosure under CORA. State Confidential Information shall include, but is not limited to State personnel records not subject to disclosure under CORA. AA. "State Fiscal Rules" means the fiscal rules promulgated by the Colorado State Controller pursuant to §24-30-202(13)(a) C.R.S. BB. "State Fiscal Year"means a 12 month period beginning on July 1 of each calendar year and ending on June 30 of the following calendar year. If a single calendar year follows the term, then it means the State Fiscal Year ending in that calendar year. CC. "State Records" means any and all State data, information, and records, regardless of physical form, including, but not limited to, information subject to disclosure under CORA. DD. Reserved. EE. "Subcontractor" means third-parties, if any, engaged by Grantee to aid in performance of the Work. "Subcontractor" also includes sub-grantees. FF. Reserved. GG. Reserved. HH. Reserved. II. "Work" means the delivery of the Goods and performance of the Services described in this Grant Award Letter. JJ. "Work Product"means the tangible and intangible results of the Work,whether finished or unfinished, including drafts. Work Product includes, but is not limited to, documents, text, software (including source code), research, reports, proposals, specifications, plans, notes, studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys, maps, materials, ideas, concepts, know-how, and any other results of the Work. "Work Product" does not include any material that was developed prior to the Performance Start Date that is used, without modification, in the performance of the Work. Any other term used in this Grant Award Letter that is defined in an Exhibit shall be construed and interpreted as defined in that Exhibit. Page 4 of 10 Version 0717 DocuSign Envelope ID:A59ABA5F-5398-4725-A0A1-80C78529B70D EIAF B005—Roaring Fork Broadband Middle Mile Fiber Project 5. PURPOSE 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. The purpose of this Grant is described in Exhibit B. 6. SCOPE OF PROJECT Grantee shall complete the Work as described in this Grant Award Letter and in accordance with the provisions of Exhibit B. The State shall have no liability to compensate or reimburse Grantee for the delivery of any goods or the performance of any services that are not specifically set forth in this Grant Award Letter. 7. PAYMENTS TO GRANTEE A. Maximum Amount Payments to Grantee are limited to the unpaid, obligated balance of the Grant Funds. The State shall not pay Grantee any amount under this Grant that exceeds the Grant Award Amount shown on the Summary of Grant Award Terms and Conditions page of this Grant Award Letter. i. The State may increase or decrease the Grant Award Amount by providing Grantee with an updated Grant Award Letter or an executed Option Letter showing the new Grant Award Amount. ii. The State shall not be liable to pay or reimburse Grantee for any Work performed or expense incurred before the Performance Start Date or after the Grant Expiration Date. iii. Financial obligations of the State payable after the current State Fiscal Year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. B. Erroneous Payments The State may recover, at the State's 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. The State may recover such payments by deduction from subsequent payments under this Grant Award Letter, deduction from any payment due under any other contracts, grants or agreements between the State and Grantee, or by any other appropriate method for collecting debts owed to the State. C. Matching Funds. Grantee shall provide the Other Funds amount shown on the Project Budget in Exhibit B(the "Local Match Amount"). Grantee shall appropriate and allocate all Local Match Amounts to the purpose of this Grant Award Letter each fiscal year prior to accepting any Grant Funds for that fiscal year. Grantee does not by accepting this Grant Award Letter irrevocably pledge present cash reserves for payments in future fiscal years, and this Grant Award Letter is not intended to create a multiple-fiscal year debt of Grantee. Grantee shall not pay or be liable for any claimed interest,late charges, fees,taxes or penalties of any nature, except as required by Grantee's laws or policies. Page 5 of 10 Version 0717 DocuSign Envelope ID:A59ABA5F-5398-4725-A0A1-80C78529B70D EIAF B005—Roaring Fork Broadband Middle Mile Fiber Project D. Reimbursement of Grantee Costs The State shall reimburse Grantee's allowable costs, not exceeding the maximum total amount described in this Grant Award Letter for all allowable costs described in this Grant Award Letter and shown in the Project Budget in Exhibit B. i. Upon request of the Grantee, the State may, without changing the maximum total amount of Grant Funds, adjust or otherwise reallocate Grant Funds among or between each line of the Project Budget by providing Grantee with an executed Option Letter or formal amendment. E. Close-Out and De-obligation of Grant Funds Grantee shall close out this Grant no later than 90 days after the Grant Expiration Date. To complete close out, Grantee shall submit to the State all deliverables (including documentation) as defined in this Grant Award Letter and Grantee's final reimbursement request or invoice. Any Grant Funds remaining after submission and payment of Grantee's final reimbursement request are subject to de-obligation by the State. S. REPORTING—NOTIFICATION A. Performance and Final Status Grantee shall submit all financial,performance and other reports to the State no later than the end of the close out period described in§7.E. B. Violations Reporting Grantee shall disclose, in a timely manner, in writing to the State, all violations of federal or State criminal law involving fraud, bribery, or gratuity violations potentially affecting this Award. 9. GRANTEE RECORDS A. Maintenance and Inspection Grantee shall make, keep, and maintain, all records, documents, communications, notes and other written materials,electronic media files,and communications,pertaining in any manner to this Grant for a period of three years following the completion of the close out of this Grant. Grantee shall permit the State to audit, inspect, examine, excerpt, copy and transcribe all such records during normal business hours at Grantee's office or place of business,unless the State determines that an audit or inspection is required without notice at a different time to protect the interests of the State. B. Monitoring The State will monitor Grantee's performance of its obligations under this Grant Award Letter using procedures as determined by the State. The State shall monitor Grantee's performance in a manner that does not unduly interfere with Grantee's performance of the Work. C. Audits Grantee shall comply with all State and federal audit requirements. Page 6 of 10 Version 0717 DocuSign Envelope ID:A59ABA5F-5398-4725-A0A1-80C78529B70D EIAF B005—Roaring Fork Broadband Middle Mile Fiber Project 10. CONFIDENTIAL INFORMATION-STATE RECORDS A. Confidentiality Grantee shall hold and maintain, and cause all Subcontractors to hold and maintain, any and all State Records that the State provides or makes available to Grantee for the sole and exclusive benefit of the State, unless those State Records are otherwise publically available at the time of disclosure or are subject to disclosure by Grantee under CORA. Grantee shall not,without prior written approval of the State,use for Grantee's own benefit,publish, copy, or otherwise disclose to any third party, or permit the use by any third party for its benefit or to the detriment of the State, any State Records, except as otherwise stated in this Grant Award Letter. Grantee shall provide for the security of all State Confidential Information in accordance with all policies promulgated by the Colorado Office of Information Security (http://oit.state.co.us/ois)and all applicable laws,rules,policies,publications,and guidelines. Grantee shall immediately forward any request or demand for State Records to the State's principal representative. B. Other Entity Access and Nondisclosure Agreements Grantee may provide State Records to its agents, employees, assigns and Subcontractors as necessary to perform the Work, but shall restrict access to State Confidential Information to those agents, employees, assigns and Subcontractors who require access to perform their obligations under this Grant Award Letter. Grantee shall ensure all such agents, employees, assigns, and Subcontractors sign nondisclosure agreements with provisions at least as protective as those in this Grant, and that the nondisclosure agreements are in force at all times the agent, employee, assign or Subcontractor has access to any State Confidential Information. Grantee shall provide copies of those signed nondisclosure restrictions to the State upon request. C. Use, Security, and Retention Grantee shall use, hold and maintain State Confidential Information in compliance with any and all applicable laws and regulations in facilities located within the United States,and shall maintain a secure environment that ensures confidentiality of all State Confidential Information wherever located. Grantee shall provide the State with access, subject to Grantee's reasonable security requirements,for purposes of inspecting and monitoring access and use of State Confidential Information and evaluating security control effectiveness.Upon the expiration or termination of this Grant, Grantee shall return State Records provided to Grantee or destroy such State Records and certify to the State that it has done so, as directed by the State. If Grantee is prevented by law or regulation from returning or destroying State Confidential Information, Grantee warrants it will guarantee the confidentiality of, and cease to use, such State Confidential Information. D. Incident Notice and Remediation If Grantee becomes aware of any Incident,it shall notify the State immediately and cooperate with the State regarding recovery,remediation, and the necessity to involve law enforcement, as determined by the State. After an Incident, Grantee shall take steps to reduce the risk of incurring a similar type of Incident in the future as directed by the State, which may include, but is not limited to, developing and implementing a remediation plan that is approved by the State at no additional cost to the State. Page 7 of 10 Version 0717 DocuSign Envelope ID:A59ABA5F-5398-4725-A0A1-80C78529B70D EIAF B005—Roaring Fork Broadband Middle Mile Fiber Project 11. CONFLICTS OF INTEREST Grantee shall not engage in any business or activities, or maintain any relationships that conflict in any way with the full performance of the obligations of Grantee under this Grant. Grantee acknowledges that,with respect to this Grant, even the appearance of a conflict of interest shall be harmful to the State's interests and absent the State's prior written approval, Grantee shall refrain from any practices, activities or relationships that reasonably appear to be in conflict with the full performance of Grantee's obligations under this Grant. If a conflict or the appearance of a conflict arises, or if Grantee is uncertain whether a conflict or the appearance of a conflict has arisen, Grantee shall submit to the State a disclosure statement setting forth the relevant details for the State's consideration. 12. INSURANCE Grantee shall maintain at all times during the term of this Grant such liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S. (the "GIA"). Grantee shall ensure that any Subcontractors maintain all insurance customary for the completion of the Work done by that Subcontractor and as required by the State or the GIA. 13. REMEDIES In addition to any remedies available under any Exhibit to this Grant Award Letter,if Grantee fails to comply with any term or condition of this Grant,the State may terminate some or all of this Grant and require Grantee to repay any or all Grant Funds to the State in the State's sole discretion. The State may also terminate this Grant Award Letter at any time if the State has determined, in its sole discretion, that Grantee has ceased performing the Work without intent to resume performance,prior to the completion of the Work. 14. DISPUTE RESOLUTION Except as herein specifically provided otherwise, disputes concerning the performance of this Grant that cannot be resolved by the designated Party representatives shall be referred in writing to a senior departmental management staff member designated by the State and a senior manager or official designated by Grantee for resolution. 15. NOTICES AND REPRESENTATIVES Each Party shall identify an individual to be the principal representative of the designating Party and shall provide this information to the other Party. All notices required or permitted to be given under this Grant Award Letter shall be in writing, and shall be delivered either in hard copy or by email to the representative of the other Party. Either Party may change its principal representative or principal representative contact information by notice submitted in accordance with this §15. 16. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION Grantee hereby grants to the State a perpetual,irrevocable,non-exclusive,royalty free license,with the right to sublicense, to make, use, reproduce, distribute, perform, display, create derivatives of and otherwise exploit all intellectual property created by Grantee or any Subcontractors or Subgrantees and paid for with Grant Funds provided by the State pursuant to this Grant. 17. GOVERNMENTAL IMMUNITY Liability for claims for injuries to persons or property arising from the negligence of the Parties, their departments, boards, commissions, committees, bureaus, offices, employees and officials shall be controlled and limited by the provisions of the GIA;the Federal Tort Claims Act,28 U.S.C. Page 8 of 10 Version 0717 DocuSign Envelope ID:A59ABA5F-5398-4725-A0A1-80C78529B70D EIAF B005—Roaring Fork Broadband Middle Mile Fiber Project Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the State's risk management statutes, §§24-30-1501, et seq. C.R.S.No term or condition of this Grant Award Letter shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, or protections of any of these provisions. 18. GENERAL PROVISIONS A. Assignment Grantee's rights and obligations under this Grant are personal and may not be transferred or assigned without the prior,written consent of the State.Any attempt at assignment or transfer without such consent shall be void. Any assignment or transfer of Grantee's rights and obligations approved by the State shall be subject to the provisions of this Grant Award Letter. B. Captions and References The captions and headings in this Grant Award Letter are for convenience of reference only, and shall not be used to interpret, define, or limit its provisions. All references in this Grant Award Letter 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. C. Entire Understanding This Grant Award Letter represents the complete integration of all understandings between the Parties related to the Work, and all prior representations and understandings related to the Work, oral or written, are merged into this Grant Award Letter. D. Modification The State may modify the terms and conditions of this Grant by issuance of an updated Grant Award Letter, which shall be effective if Grantee accepts Grant Funds following receipt of the updated letter. The Parties may also agree to modification of the terms and conditions of the Grant in either an option letter or a formal amendment to this Grant, properly executed and approved in accordance with applicable Colorado State law and State Fiscal Rules. E. Statutes, Regulations, Fiscal Rules, and Other Authority Any reference in this Grant Award Letter to a statute, regulation, State Fiscal Rule, fiscal policy or other authority shall be interpreted to refer to such authority then current, as may have been changed or amended since the Performance Start Date. 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. F. Order of Precedence In the event of a conflict or inconsistency between this Grant Award Letter and any Exhibits or attachment, such conflict or inconsistency shall be resolved by reference to the documents in the following order of priority: i. Any executed Option Letter ii. The provisions of this Grant Award Letter. iii. The provisions of any exhibits to this Grant Award Letter. Page 9 of 10 Version 0717 DocuSign Envelope ID:A59ABA5F-5398-4725-A0A1-80C78529B70D EIAF B005—Roaring Fork Broadband Middle Mile Fiber Project G. Severability The invalidity or unenforceability of any provision of this Grant Award Letter shall not affect the validity or enforceability of any other provision of this Grant Award Letter, which shall remain in full force and effect, provided that the Parties can continue to perform their obligations under the Grant in accordance with the intent of the Grant. H. Survival of Certain Grant Award Letter Terms Any provision of this Grant Award Letter that imposes an obligation on a Party after termination or expiration of the Grant shall survive the termination or expiration of the Grant and shall be enforceable by the other Party. I. Third Party Beneficiaries Except for the Parties' respective successors and assigns described above, this Grant Award Letter does not and is not intended to confer any rights or remedies upon any person or entity other than the Parties. 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. J. Waiver A Party's failure or delay in exercising any right,power, or privilege under this Grant Award Letter,whether explicit or by lack of enforcement, shall not operate as a waiver,nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise of such right, power, or privilege. K. Reserved. L. Digital Signatures If any signatory signs this Grant using a digital signature in accordance with the Colorado State Controller Contract, Grant, and Purchase Order Policies regarding the use of digital signatures issued under the State Fiscal Rules, then any agreement or consent to use digital signatures within the electronic system through which that signatory signed shall be incorporated into this Grant by reference. THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK Page 10 of 10 Version 0717