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4.3 SR 04-04-2022Request for Action To Item Number Mayor and Council Members 4.3 Agenda Section Meeting Date Prepared by Consent April 4, 2022 Suzanne Fischer, Community Development Director Item Description Reviewed by Agreement with Tekstar d/b/a Arvig, to Peter Beck, City Attorney Expand Broadband Coverage in Elk River. Reviewed by Cal Portner, City Administrator Action Requested Approve by motion, a Fiber Optic Agreement with Tekstar Communications b/d/a Arvig, to Expand Broadband Coverage in Elk River. Background/Discussion Sherburne County and the City of Elk River recognize that access to high-speed broadband service has become a necessity for businesses and residents. In response to this need, the county developed a Broadband Access Grant Program to assist broadband providers extend their service to the unserved or underserved areas in the county. Arvig, through the county, requested a 25% contribution from the city to augment the county's 75% contribution for the $1.2 million project. Council passed Resolution 22-5 at the Jan. 18, 2022, Council meeting in support of Sherburne County's Broadband Access Grant Program and the city's financial contribution. All proposed expenditures will be charged against the federal ARPA funding received by the county and the city. This project will provide high-speed broadband service to approximately 247 homes and businesses within the City of Elk River which are currently unserved or underserved. Financial Impact $301,305. Mission/Policy/Goal Improve Broadband Connectivity Attachments ■ City Resolution 22-5 ■ Broadband Access Grant Agreement ■ Elk River Project Maps ■ Elk River Areas to be Served List The Elk River Vision A welcoming community with revolutionary and spirited resourcefulness, exceptional service, and community engagement that encourages and inspires pi ospei ly. M TUREJ Updated.• August 2020 City of Elk River City Council Resolution 22-5 A Resolution of the City Council of the City of Elk River in Support of Sherburne County's Broadband Expansion Projectto Under/Unserved Areas of the City. WHEREAS, the City recognizes that access to high-speed broadband service has become a basic necessity for businesses and residents to be able to access critical services and participate in the current marketplace; and WHEREAS, Sherburne County has developed a Broadband Access Grant Program to help broadband providers expand their services to those locations where it may not be economically feasible without a public -private partnership; and WHEREAS, Sherburne County has received a broadband expansion grant application from Arvig that would bring high-speed broadband service to approximately 247 homes and businesses within the City of Elk River; and WHEREAS, Sherburne County has limited funds available for its grant program and requests a 25% contribution to the grant amount of $1.2 million from the city. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Elk River, Minnesota, as follows: The City of Elk River supports Sherburne County's proposed grant to Arvig and will contribute $301,305.00 from its American. Rescue Plan Act (ARPA) funds to the grant. Passed and adopted this 18th day of January 2022. mm . ,.err 7n J.•') 1etZ, 'ayOr i f I EIEI . NATURE Broadband Access Grant Program Agreement This Broadband Access Grant Program Agreement (the "Grant Agreement") is made and entered into this 41h day of April 2022 (the "Effective Date") by and between the City of Elk River, a political subdivision of the State of Minnesota (the "City"), 13065 Orono Parkway, Elk River, Minnesota 55330, and Tekstar Communications, Inc., d/b/a/ Arvig, 150 2nd St. SW, Perham, Minnesota 56573 (the "Grantee"). WHEREAS, to mitigate the economic distress and disparities in access to necessary services caused or exacerbated by COVID-19, Congress passed the American Rescue Plan Act (ARPA), to provide funding to state and local governments to aid in the recovery from the pandemic. WHEREAS, guidance issued by the federal government provides that ARPA funding intends to cover a variety of costs incurred by local governments in responding to and mitigating the effects ofCOVID-19, including investments to expand access to broadband infrastructure. WHEREAS, the City has established the City of Elk River Broadband Access Grant Program (the "Grant Program"), to provide grant funding to broadband providers to further the City's goal of universal broadband access. WHEREAS, pursuant to the Grant Program, grant recipients must comply with certain terms and condition to ensure that broadband projects that receive assistance from the Grant Program provide broadband access that is reliable and affordable, at acceptable speeds and serves the long-term public interest. WHEREAS, the Grant Program also requires grant recipients to comply with the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for federal awards as provided in 2 C.F.R. Part 200 (the "Uniform Requirements"). WHEREAS, Grantee has applied for a grant award for a broadband project (the "Grant Application") and has been selected by the city for grant funding, subject to compliance with the Grant Program and this Grant Agreement. WHEREAS, the City has determined that Grantee has the characteristics of a beneficiary of federal ARPA funds and those certain aspects of the grant award might also be considered a "subaward" of federal ARPA funds, and the County accordingly intends to adopt those portions of the Uniform Requirements applicable to beneficiaries and subawards as appropriate for the Grant provided herein. WHEREAS, certain information required by the Uniform Requirements are to be included as part of the grant f indingis provided on Exhibit A attached to this Agreement. NOW THEREFORE, The City and Grantee agree as follows: 1. TERM AND AMOUNT OF GRANT. 1.1 Effective Date and Term. This Grant Agreement shall be effective as of the Effective Date and shall expire on December 31, 2023, or when all obligations are fulfilled to the satisfaction of the City, whichever occurs first, unless earlier terminated pursuant to this Grant Agreement. 1.2 Grant Amount. The total amount of the Grant is $301,305 (the "Grant Funds"). In no event shall the City be obligated to reimburse Grantee for eligible expenses that exceed the amount of the Grant Funds, nor shall the City be obliged to make payments pursuant to this Grant Agreement from funds other than those received by the City from the federal award identified on Exhibit B. 2. GRANTEE'S DUTIES AND RESPONSIBILITIES. 2.1 Installation of Broadband Improvements. Grantee will construct and install a fiber optic broadband network that will provide last -mile fiber to properties located within the project area maps attached as part of Exhibit C. Specifically, Grantee will acquire, construct, install broadband infrastructure and provide access to broadband service to approximately 247 passing's in the project areas at speeds and at retail prices as stated in the Grant Application, attached as Exhibit C (the "Grant Project"). The broadband infrastructure shall have the capability to scale to speeds of at least 100 megabits per second download and 100 megabits per second upload. 2.2 Contract Provisions and Payment of Contractors. Grantee must include in any contract and sub -grant, in addition to provisions that define a sound and complete agreement, such provisions that require contractors and sub -grantees to comply with all applicable state and federal laws. Grantee must ensure that all contractors and subcontractors performing work covered by this grant receive pay for satisfactorily completed work. Grantee shall pay wages at or above the City's minimum livable wage standards for labor used in the installation of the project infrastructure. For purposes of this requirement, the minimum wage standards shallbe an hourly wage at or above the living wage established by MIT for Sherburne City (https://IiNTine�wage.mit.edu/counties/2714 1.) 2.3 Time for Completion. Grantee shall complete the Grant Project within the time frames specified on Exhibit C. 2.4 Compliance with Grant Agreement and Applicable Laws. Grantee shall fully comply with the terms of this Grant Agreement and Grant Program. Grantee acknowledges that the grant funds are subject to the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for federal awards as provided in 2 C.F.R. Part 200, and shall fully comply with the Special Conditions attached hereto as ExhibitB. 2.5 Duty to Make Conduit Available to Other Providers. No later than 10 years after the Effective Date, Grantee must make any conduit installed within the public right -of -way as part of the Grant Project available to other broadband providers through lease, license, or other reasonable terms to be determined by the Grantee. This provision shall survive termination or expiration of this Grant Agreement. 2 3. GRANTEE'S CERTIFICATIONS. Grantee makes the following representations and certifications and understands that its representations and certification in this Grant Agreement and the Grant Application are material requirements of the Grant award: (a) Grantee has the full right and power to enter and perform this Grant Agreement. (b) Grantee has secured all necessary funds to complete the Grant Project. (c) To the best of Grantee's knowledge and based on accessible information, Grantee certifies that there are no existing agreements or plans for Grantee or any other provider to provide broadband service to the Grant Project area. (d) Except for the contributing grant funds from the City of Elk River as referenced in section 4.4 of this Grant Agreement, Grantee has not and will not receive any other award of state or federal funds in connection with the Grant Project. 4. PROJECT BUDGET AND PAYMENT OF GRANT FUNDS. 4.1 Budget. Grantee shall complete the Grant Project in accordance with the Grant Project budget attached as Exhibit D (the "Budget"). The Budget does not include an allocation of Grant Funds for reimbursement for any indirect costs. Any amendments to the Budget must be approved in writing by both the city and the Grantee. The total estimated amount of the Grant Project is $2,009,197.00. All costs and expenses exceeding the amount of the Grant Funds shall be the responsibility of the Grantee. 4.2 Payment of Funds. The City agrees to reimburse Grantee for costs actually incurred and paid, or to be incurred or paid, by Grantee in accordance with the Budget in an amount not to exceed the total amount of the Grant Funds. Grantee may submit to the City itemized requests for payments of Grant Funds in advance of purchasing material, equipment, and labor, provided that such purchases are consistent with the Budget and will be incurred within a reasonable time following payment. Requests for payment will include documentation from the Grantee demonstrating that all procurements for which payment is requested have been or will be made in accordance with this Grant Agreement, along with any other information and documentation requested by the City to ensure compliance with this Grant Agreement. Payment will be made upon submission by Grantee of a properly executed request for payment, along with all supporting invoices, bills, time sheets, and other documents necessary to justify the payment. 4.3 Limitations on Expenditures. Grantee shall not be reimbursed or otherwise compensated for any expenditures incurred prior to the Effective Date or following the earlier of the expiration or termination of this Agreement. The City shall only reimburse Grantee for documented expenses incurred and expended in accordance with all applicable requirements for the expenditure of funds payable under this Grant Agreement. 4.4 Requirement to Report Potentiall�plicative Funding. The City acknowledges it will be contributing grant funds to the Grant Project as identified in the City's Resolution No. 22-5. If Grantee receives any other award of federal, state, or local funds during the period of performance for this Grant award, Grantee must determine whether the funds from such other source are eligible for use in one or more of the items identified in the Budget. If so, Grantee must promptly notify the city in writing of the potential duplication. The city will determine, in consultation with Grantee, whether any modification of the Budget or any change in scope of the Grant Project is necessary to eliminate inappropriate duplication of funding. 5. AUTHORIZED REPRESENTATIVES. Cal Portner, City Administrator, shall serve as the Authorized Representative of the City and as the liaison with Grantee. The City will inform Grantee of any changes to its Authorized Representative at any time during the term of this Grant Agreement. The Authorized Representative has the responsibility to monitor Grantee's performance. Grantee shall submit reports, invoices and other materials prepared pursuant to this Agreement to the City's Authorized Representative, by mailing or delivering them to: Cal Portner, City Administrator,13065 Orono Parkway, Elk River, MN 55330, Cportner(a),elkrivermn.gov. The Grantee's Authorized Representative is David S. Schornack, Director of Business Development and Sales, 150 2"d St. SW Perham, MN 56573, david.schomack@arvig.com. Grantee's Authorized Representative shall be responsible for ensuring Grantee's compliance with the terms of this Grant Agreement. If the Grantee's Authorized Representative changes at any time during the term of this Grant Agreement, Grantee must immediately notify the City. 6. REMEDIES FOR NONCOMPLIANCE; TERMINATION. 6.1 Termination by City. If the City determines that Grantee has failed to comply with any term, condition or requirement of this Grant Agreement, the City may, in its discretion, suspend or terminate this Grant Agreement or exercise any other remedy for noncompliance as provided for in 2 CFR 200.339. Failure to comply with any requirement of this Grant Agreement includes but is not limited to the following: (a) Failure to comply with any of the rules, regulations or provisions referred to herein, or such statutes, regulations, guidelines relating to the use of the Grant Funds as may become applicable at any time. (b) Failure, for any reason, of Grantee to fulfill in a timely and proper manner its obligations under this Grant Agreement. (c) Ineffective or improper use of Grant Funds; or (d) Submission by Grantee to the City of any reports, audits or other documentation that are incorrect or incomplete in any material respect. 4 The City will promptly notify Grantee in writing of its determination and the reasons for the termination together with the date on which the termination shall take effect. Upon termination, the City retains the right to recover any improper expenditures from Grantee and Grantee shall return to the City any improper expenditures no later than thirty (30) days after the date of termination. 6.2 Termination for Convenience. Pursuant to 2 CFR 200 Appendix II (B), this Grant Agreement may also be terminated for convenience by either the City or Grantee, in whole or in part, by setting forth the reasons for such termination, the effective date, and, in the case of partial termination, the portion to be terminated. If, in the case of a partial termination, the city determines that the remaining portion of the Grant award will not accomplish the purpose for which the award was made; the city may terminate the award in its entirety. In the event this Grant Agreement is terminated by Grantee for convenience prior to completion of the Grant Project, Grantee shall promptly return to the City all Grant Funds received by Grantee. 7. RELATIONSHIP BETWEEN THE PARTIES. 7.1 Independent Contractor. Nothing in this Agreement shall be construed as creating the relationship of co-partners, joint ventures, or an association, nor shall Grantee, its employees, representatives, or contractors be considered employees, agents, or representatives of the City. All personnel of Grantee or other persons engaged in the performance of the Grant Project will not have a relationship with the city and will not be considered employees of the city. Such personnel or other persons shall not be entitled to any compensation, rights, or benefits of any kind from the City, including, without limitation, Workers Compensation, medical care, disability, severance pay and retirement benefits. 7.2 No Agency. The City will not assume or accept any agreement, representation, commitment, or warranty made by Grantee, nor shall the City be obligated for damages to any person or organization for personal injuries or property damage directly or indirectly arising out of Grantee's conduct or caused by Grantee's negligence, willful act, or failure to act. 8. INDEMNIFICATION. The Grantee must indemnify, save, and hold the City, its officers, agents, and employees harmless from any claims or causes of action, including attorney's fees incurred by the City, arising from the performance of this Grant Agreement by the Grantee or the Grantee's agents, contractors, or employees. This clause will not be construed to bar any legal remedies the Grantee may have for the City's failure to fulfill its obligations under this Grant Agreement. 9. GOVERNMENT DATA PRACTICES. The Grantee and the City must comply with the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, as it applies to all data created, collected, received, maintained, or disseminated under this Grant Agreement. If Grantee receives a request to release data referred to in this section, Grantee must immediately notify the city. The City will give Grantee instructions concerning the release of the data to the requesting party before data is released. The Grantee's response to the request shall comply with applicable law. 10. AUDIT. Grantee shall maintain complete and accurate records with respect to performance of the Grant Project and costs incurred pursuant to this Grant Agreement for a period of at least six (6) years after the termination of this Agreement. Pursuant to Minn. Stat. § 16C.05, Subd. 5. Grantee shall allow the City or other persons, or agencies authorized by the City access to the records of Grantee at reasonable hours, including all books, records, documents, and accounting procedures and practices of Grantee relevant to the subject matter of the Agreement, for purposes of audit. 11. SURVIVAL OF TERMS. The provisions of this Grant Agreement which, by their terms, impose obligations that are continuing in nature and which must survive in order to give effect to their meaning will survive the expiration or termination of this Agreement, including, without limitation, the following clauses: Sections 2.5 (Duty to Make Conduit Available to Other Providers), 6 (relating to remedies for noncompliance); 8 (Indemnification); 10 (Audit); 12.3 (Governing Law; Jurisdiction; Venue); and the Special Conditions identified on Exhibit B. 12. GENERAL PROVISIONS. 12.1 Entire Agreement; Amendments; Conflicts. This Grant Agreement (including the exhibits attached hereto) constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, documents, and proposals, oral or written, between the parties with respect thereto. The terms and conditions of the exhibits are integral parts of this Agreement and are fully incorporated herein by this reference. Any amendment or modification to this Agreement shall not be valid unless such amendment or modification (i) is in writing and signed by authorized representatives of both parties and (ii) references this Agreement. Notwithstanding the foregoing, the City may, in its discretion, amend this Grant Agreement if required to conform with Federal or State regulations and guidelines, and available funding amounts. 12.2 Compliance with Applicable Law. Grantee agrees to comply with applicable federal, state, and local laws or ordinances, and applicable rules, regulations, and standards established by any agency of such governmental units, which are in effect as of Grantee's performance of the Grant Project. 12.3 Governing Law; -jurisdiction; Venue. This Grant Agreement shall be governed by the laws of the State of Minnesota, without regard to its conflict of laws rules. For purposes of conflict resolution related to or arising out of this Agreement, the parties expressly agree that venue shall be exclusively in the State of Minnesota, City of Elk River. The parties hereby expressly consent to the exclusive personal authority of the federal and state courts located in the State of Minnesota, regardless of the citizenship or residency of either party at the time of the commencement of any legal proceeding. 12.4 Debarment. Grantee certifies that it is not prohibited from doing business with either the federal government or the State of Minnesota because of any debarment or suspension proceedings. Grantee' s certification is a material representation upon which the County's approval of this Agreement is based. Grantee shall provide immediate written notice to the City's authorized representative if at any time Grantee learns that this certification is erroneous or becomes erroneous due to changed circumstances. 12.5 Equal Employment Opportunity. In connection with the execution of this Agreement, Grantee agrees that it will comply with Minn. Stat. § 363 A.08, to not discriminate against any employee or applicant for employment because of race, color, creed, religion, national original, sex, marital status, status regarding public assistance, membership or activity in a local commission, disability, sexual orientation, or age. Grantee and all its subcontractors will take affirmative actions to ensure that applicants are employed, and that during employment, employees are treated without regard to factors stated in Minn. Stat. § 363A.08. Such actions shall include, but not limited to, the following: hiring, tenure, compensation, terms, upgrading, conditions, facilities, or privileges of employment. 12.6 Worker's Compensation. Grantee certifies that it is compliant with Minn. Stat. § 1 76.181, subd. 2, pertaining to workers' compensation insurance coverage. The Grantee's employees and agents will not be considered City employees. Any claims that may arise under the Minnesota Workers' Compensation Act on behalf of these employees and any claims made by any third party resulting because of any act or omission on the part of these employees are in no way the City's obligation or responsibility. 12.7 Conflict of Interest. Grantee affirms that, to the best of Grantee's knowledge, Grantee's involvement in this Grant Agreement does not result in a conflict of interest with any party or entity, which may be affected by the terms of this Agreement. Grantee agrees that, should any conflict or potential conflict of interest become known to Grantee, it will immediately notify the city of the conflict or potential conflict, specifying the part of this Agreement giving rise to the conflict or potential conflict, and will advise the city whether Grantee will or will not resign from the other engagement or representation. 12.8 Assignment and Delegation. Neither party shall assign its rights or delegate its duties under this Grant Agreement without receiving the prior written consent of the other party. 12.9 Successors in Interest. The provisions of this Grant Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns. 12.10 Severability. If any portion of this Grant Agreement shall be held to be invalid, such invalidity shall not affect the validity of the remainder of this Agreement. 12.11 Execution. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and to constitute the same instrument. Electronic copies of this Agreement, including without limitation, those transmitted byfacsimile or scanned to an image file, shall be considered originals. 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the Effective Date set forth above. CITY OF ELK RIVER TEKSTAR COMMUNICATIONS By: Print Name Title Date: By: Print Name Title Date. EXHIBIT A SUBAWARD DATA 2 CFR � 200.332(a)(1): (i) Subrecipient Name Tekstar Communications (ii) Subrecipient Unique Entity Identifier: (iii) Federal Award Identification Number: SLT-2973 Federal Award Date (date of award to the Pass - (iv) Through Entity by the Federal Agency): May 21 2021 (v) Subaward Period of Performance Start Date: Effective Date of Agreement Subaward Period of Performance End Date: December 31, 2023 Effective Date of Agreement (vi) Subaward Budget Period Start Date: Subaward Budget Period End Date: December 31, 2023 (vu) Amount of Federal Funds obligated by this action by the Pass -Through Entity to the Subrecipient: $301 305 Total Amount of Federal Funds obligated to the (viii) Subrecipient by the Pass -Through Entity, including $301,305 the current obligation: (ix) Total Amount of the Federal Award committed $301 305 to the Subrecipient by the Pass -Through Entity: Funding provided through the American Rescue Plan Act is intended to cover a variety of costs incurred by local govt's in N Federal Award Pro)ect Description: responding to and mitigating the effects of COVID-19, including making investments in expanding access to broadband infrastructure. (xi) Name of Federal Awarding Agency: US Dept of Treasury Name of Pass -Through Entity: City of Elk River Contact Information for Pass -Through Entity Cal Portner Authorizing Official: City Administrator 21.027 Coronavirus State and Local Fiscal (xii) Assistance Listing Number and Name: Recovery Fund (xiii) Identification of whether the award is for R&D: Not for R&D (xiv) Indirect cost rate for the Federal Award: Not applicable EXHIBIT B SPECIAL CONDITIONS RELATING TO UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES AND AUDIT REQUIREMENTS. 1. Applicability of 2 CFR Part 200 Uniform Requirements. Grantee acknowledges that the Uniform Administrative Requirements, Cost Principles, and Audit Requirements in 2 C.F.R. Part 200 apply to this Grant award from Sherburne County. 2. Compliance with Rules Governing Prime Award. Grantee acknowledges that it is a beneficiary of grant funds issued by the City from the Coronavirus State and Local Fiscal Recovery Funds ("SLFRF") awarded to the City through the American Rescue Plan Act. Grantee's use of Grant Funds must conform to the requirements and limitations on the use of SLFRF as provided in 31 CFR Part 35 and the accompanying guidance issued by the U.S. Treasury. This includes, but not limited to, the requirements relating to the use of SLFRF for broadband investments provided for in 31 CFR 35.5(e) (2). Pursuant to 31 CFR § 35.5(e) (2) (C), Grantee must, for as long as the SLFRF-funded broadband infrastructure is in use: (a) Participate in the Federal Communications Commission's Affordable Connectivity Program (ACP) through the lifetime of the ACP; or (b) Otherwise provide access to a broad -based affordability program to low-income consumers in the proposed service area of the broadband infrastructure that provides benefits to households commensurate with those provided under the ACP through the lifetime of the ACP. Procurement. a. Federal Procurement Standards. Grantee shall comply with the procurement standards provided in 2 CFR § 318-326 when procuring property or services with Grant Funds. Grantee shallimpose the Grantee's obligations under this Agreement on its contractors, specifically or by reference, so that such obligations will be binding upon each of its contractors. Grantee shall maintain oversight of all activities under this Agreement and shall ensure that for any procured contract or agreement its contractors perform according to the terms and conditions of the procured contracts or agreements, and the terms and conditions of this Agreement. b. Use of RgycledMaterzals. Grantee will emphasize the use of recovered or recycled goods and materials where practical and cost competitive. C. Use of Small and Minority Businesses. Grantee will take affirmative steps to use minority and women' s business enterprises and labor surplus area firms are used when possible. These efforts shall include soliciting such businesses when they are a potential source. d. Preference for Domestic Materials. Grantee will, to the extent appropriate, practicable and consistent with the law, provide a preference for the purchase, acquisition, or use of goods, products or materials produced in the United States, as provided for in 2 CFR 200.322. 10 e. Preference for Domestic Materials. Subrecipient will, to the extent appropriate, practicable and consistent with the law, provide a preference for the purchase, acquisition, or use of goods, products or materials produced in the United States, as provided for in 2 CFR § 200.322. 4. Insurance and Bonding. Grantee shall comply with the insurance and bonding requirements set forth in 2 CFR § 200.310 and 200.326. 5. Indirect Cost Rate. The Parties do not intend to reimburse indirect costs as part of the Grant. 6. Financial Management. a. Accounting Standards. Grantee agrees to comply with the fiscal management standards provided for in 2 CFR § 200.302(b) and agrees to adhere to the accounting principles and procedures required therein. b. Cost Princples. Grantee acknowledges that the cost principles provided for in 2 CFR § 200.400-4 16 apply to this Agreement and that Grantee's use of Grant Funds are limited to only those costs that are reasonable, allocable to the federal award (SLFRF) and otherwise in compliance with the cost principles. 7. Records to be Maintained; Access to Records; Reports. a. Records. Grantee shall maintain all records relating to its use of Grant Funds as required by 2 CFR § 200.334. Such records include, but not limited to, records relating to all costs incurred and procurement methods used by Grantee in connection with the Grant Funds and any performance measurement information. The records must be retained for the minimum periods identified in 2 CFR § 200.334 unless a longer retention period is provided for in this Agreement. b. Access to Records. Pursuant to 2 CFR § 200.332(a) (5), Grantee shall permit the City and auditors to have access to the Grantee's records and financial statements as required for the City to meet its audit requirements relating to SLFRF. C. Reports. Grantee shall submit to the City such reports and other information as may be required by the County, including without limitation such reports and information as may be required for the City to submit its own financial and other reports for purposes of the Prime Award. d. Survival. The provisions of this section 6 shall survive expiration or termination of this Agreement with respect to any reports or information that Grantee is required to submit to the City following expiration or termination of the Agreement. Closeout. The City and Grantee will closeout Grantee's use of SLFRF according to the closeout procedures in 2 CFR § 200.344-345. 11 9. Audits, Inspections and Monitoring. a. Audits. The Grantee must be audited as required by 2 CFR part 200, subpart F if the Grantee's total expenditure of federal awards will be more than the threshold set forth 2 CFR § 200.501 (currently $750,000) or as otherwise required by 2 CFR §_200.503. Grantee must notify the City if its total expenditure of federal awards will exceed the threshold in any year during the term of this Agreement. b. Inspections. Notwithstanding any audit requirement or exemption form the audit requirements, Grantee shall make available to the City and its auditors and to the U.S. Treasury and the Government Accountability Office the Grantee records and financial statements. C. Monitoring. Grantee shallgive the City access to Grantee's as records as often as is necessary for the City to comply with its obligations under 2 CFR part 200. Grantee shall also submit to monitoring of its activities by the City as necessary to ensure that the subaward is used for authorized purposes and in compliance with federal regulations and the conditions of the Grant award to Grantee. Monitoring activities may include, at a minimum, the activities set forth in 2 CFR § 200.332(d). d. Corrective Action. The city may require Grantee to take timely and appropriate action to correct any deficiency relating to the subaward detected through audit, inspection, or other means. The City may also impose additional conditions on Grantee's use of the Grant Funds to ensure future compliance. e. IrnprvperPayrvents. Any item of expenditure by Grantee under the terms of this Agreement which is found by the City or its auditors, investigators , and other authorized representatives, the U.S. Government Accountability Office to be improper, unallowable, in violation of federal or state law or the terms of the Prime Award (SLFRF) or this Agreement, or involving any fraudulent, deceptive, or misleading representations or activities of Grantee, shall become Grantee's liability, to be paid by Grantee from funds other than those provided by the City under this Agreement or any other agreements between the City and Grantee. This provision shall survive the expiration or termination of this Agreement. 10. Conflict of Interest. Grantee shall comply with the conflict -of -interest provisions in 2 CFR § 318 when procuring supplies, equipment, construction, and services pursuant to this Agreement. 11. Restrictions on Lobbn. Grantee shall comply with the restrictions on lobbying in connection with the Grant Funds as provided for in 2 CFR § 200.450, 31 U.S.C. § 1352 and other applicable law. 12. Certifications. Grantee shall provide the City with the certifications required in 2 CFR § 200.415 and 200.450 with each request for disbursement of Grant Funds and at other times as may be requested by the County. 12 13. Suspension and Debarment. Grantee represents that neither it nor any of its principals has been debarred, suspended, or determined ineligible to participate in federal assistance awards or contracts pursuant to 2 CFR part 180 or any other state or federal regulation. Grantee must notify the City immediately if it or any of its principals is placed on the list of parties excluded from federal procurement or non- procurement programs. 14. "High Risk" Designation. Grantee must disclose whether it has been designated as "elevated risk" by any other local government or state or federal agency for purposes of monitoring Grantee's activities in connection with the use of a federal award or subaward. For purposes of this disclosure, the term "elevated risk" includes any status under which an awarding agency provides additional oversight due to the Grantee's past performance, or other programmatic or financial concerns with the Grantee. 15. DUNS Number. Grantee agrees and acknowledges that the City may not grant the subaward and Subrecipient may not receive the subaward unless Grantee has provided its Data Universal Numbering System ("DUNS") number to the City. 16. Federal Funding Accountability and Transparency. Grantee agrees to provide the city with all information required to enable the city to comply with the reporting requirements of the Federal Funding Accountability and Transparency Act. 17. Prohibition on Certain Telecommunications Services or Equipment. Grantee is prohibited from using Grant Funds to procure or obtain or to enter, extend or renew any contract to procure or obtain any of the services, equipment or systems identified in 2 C.F.R. 200.216. 18. Disposition of Real Property. The use and disposition of any Real Property (as that term is defined in 2 CFR § 200.1) acquired with Grant Funds shall comply with the requirements of 2 CFR § 200.311. 19. Hatch Act. Grantee agrees that no funds provided, nor personnel employed under this Agreement, shall be in any way or to any extent engaged in the conduct of political activities in violation of Chapter 15 of Title V of the U.S.C. 20. Air and Water Quality. Grantee shall comply with the requirements of the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387) as they may apply to the performance of the Grant Project. This Grant Agreement incorporates Grantee's grant application as a part of this Agreement. If there is a conflict between the Grant Agreement terms and Grantee's application, the Grant Agreement terms will control. 13 GRANT PROJECT TIMELINE Proposed Project Timeline Overall Timielline ProposedAprili 1, 2022 to December 31,2023 Tekstar/Arvig Sherburne Grant 2022/2023 Proposed Timelline Appficant iNiame: Tekstar Communications, Inc, d/b/a Arvig INIame of (Project: Arvig Fiber Extension — Elk River Areas, individual Mflestonesfor Project Est. Start Date Est. Complete Date Create Internal Work Order for Tracki ng 4/l/2022 4/5/20,22 Perimift(s) 4/l/2022 8/l/2023 Finish Environmental Review N/A N/A Complete Archeological Review N/A N/A Inventory - Order Fiber, Mater4l & Hectrionics 6/l/2022 7/31/2023 Create Staking Sheets & Release 'to Construction 6/l/2022 8/29/2022 White Plag Routes 5/l/2023 9/29/2023 Plow and/or Bore Mainline Fiber 6/l/2023 9/29/2023 Spfice Hber into Vaufts, 8/l/2023 9/29/2023 Test Electronics 10/1/2023 9/29/2023 Obtain Consent Forms from, Customers, 5/l/2023 9/29/2023 Install Drops to Customer IPrennises 7/l/2023 12/31/2023 Pay Vendors 12/1/2023 12/31/2023 Marketing„Sales' , anbl Installation at Premise 10/1/2023 9/29/2023 Submit I nvoiding to Sherburne County 12/30/2023 12/31/2023 14 EXHIBIT D PROJECT BUDGET Estimated Costs — FTTH Buildout Total Elk River - Oliver 1235 207th Ave Zimmerman Kelly Farm Area NW, Elk River MN Area Total Mainline Footage 40,618 19,700 69,357 Material per foot - Mainline $2.50 $2.50 $2.50 Labor per foot - Labor mainline $8.00 $8.00 $8.00 Material per foot - drops - 350' average $2.50 $2.50 $2.50 Labor per foot - drops — 350' average $4.00 $4.00 $4.00 Unserved/Underserved locations passed 70 48 129 Total for construction material -mainline $101,545.00 $49,248.75 $173,391.25 Total for construction labor -mainline $324,944.00 $157,596.00 $554,852.00 PON Cabinet, splitters, etc $12,000.00 $16,000.00 $12,000.00 Total for construction material -drops $61,250.00 $42,000.00 $112,875.00 Total for construction labor -drops $98,000.00 $67,200.00 $180,600.00 Equipment Cost per sub. $185 $12,950.00 $8,880.00 $23,865.00 Total Cost $610,689.00 $340,924.75 $1,057,583.25 Cost per sub at 100% $8,724.13 $7,102.60 $8,198.32 # of unserved structures 57 48 50 # of underserved structures 13 0 79 # of structures planned not to build to 15 11 . I 14' ""I �L ew°Poi Location �} CIF. Phvpr rtii[C'n!: !.' ::'-r kirk 1 xlSting VaLdt ,(. 00 TrailsjrA - _ C-11�.. RhS51F?t! Rr"v6T �.alsevr, Fra,rie Park. 8 up'asn otsegr� "� Lx SIIq vj—UIt +� G �■ Ramsey 1 MiAPON Location _` N `Ggg9Ie Edrth94- 1 s C *-� a mi B5. Addresses to be served Elk River - Oliver Kelly Farm Area 13 underserved Unserved/Underserved locations passed 70 Total Cost Area $610,689.00 Cost per sub at 100% $8,724.13 # of unserved structures # of underserved structures STREET ADDRESS CITY DISTRICT 16330 US Highway 10 Elk River City of Elk River 16501 US Highway 10 Elk River City of Elk River 10725 165th Ave. NW Elk River City of Elk River 10700 165th Ave. NW Elk River City of Elk River 9943 165th Ave. NW Elk River City of Elk River 9850165th Ave. NW Elk River City of Elk River 9730165th Ave. NW Elk River City of Elk River 16270 Jarvis St. NW Elk River City of Elk River 16234 Jarvis St. NW Elk River City of Elk River 16208 Jarvis St. NW Elk River City of Elk River 9643 161st Ave. NW Elk River City of Elk River 16110 Jarvis St. NW Elk River City of Elk River 9656161st Ave. NW Elk River City of Elk River 16078 Jarvis St. NW Elk River City of Elk River 16038 Jarvis St. NW Elk River City of Elk River 15970 Jarvis St. NW Elk River City of Elk River 16000 Jarvis St. NW Elk River City of Elk River 15980 Jarvis St. NW Elk River City of Elk River 15930 Jarvis St. NW Elk River City of Elk River 15861 Jarvis St. NW Elk River City of Elk River 15932 Jarvis St. NW Elk River City of Elk River 9952 US Hwy 10 Elk River City of Elk River 15777 Jarvis St, NW Elk River City of Elk River 15749 Jarvis St. NW Elk River City of Elk River 15725 Jarvis St. NW Elk River City of Elk River 15703 Jarvis St. NW Elk River City of Elk River 9942 US Hwy 10 Elk River City of Elk River 15683 Jarvis St. NW Elk River City of Elk River UNSERVED/ UNDERSERVED underserved underserved underserved unserve unseryed unserved unserved unserved unserved unserved unserved unserved underserved underserved underserved underserved underserved underserved underserved unserved unserved unserved unserved unserved unserved unserved unserved unserved d 9950 US Hwy 10 Elk River City of Elk River 9745 US Hwy 10 NW Elk River City of Elk River 15526 Adams St NW Elk River City of Elk River 9619 US Hwy 10 NW Elk River City of Elk River 15238 Adams St. NW Elk River City of Elk River 9744 US Hwy 10 NW Elk River City of Elk River 9712 US Hwy 10 NW Elk River City of Elk River 9784 US Hwy 10 NW Elk River City of Elk River 15546 Adams St. NW Elk River City of Elk River 9824 US Hwy 10 NW Elk River City of Elk River 9816 US Hwy 10 NW Elk River City of Elk River 15260 Cleveland St. NW Elk River City of Elk River 15560 Cleveland St NW Elk River City of Elk River 15268 Cleveland St. NW Elk River City of Elk River 15546 Cleveland St. NW Elk River City of Elk River 15560 Cleveland St NW Elk River City of Elk River 9840 US Hwy 10 NW Elk River City of Elk River 15492 Edison St. NW Elk River City of Elk River 15322 Edison St. NW Elk River City of Elk River 15293 Edison St. NW Elk River City of Elk River 9922 153rd Ave. NW Elk River City of Elk River 9956 153rd Ave. NW Elk River City of Elk River 9976153rd Ave. NW Elk River City of Elk River 9988153rd Ave. NW Elk River City of Elk River 9927 154th Ave. NW Elk River City of Elk River 10078 154th Ave. NW Elk River City of Elk River 10094 154th Ave. NW Elk River City of Elk River 15410 Fillmore St. NW Elk River City of Elk River 10122 154th Ave. NW Elk River City of Elk River 15434 Fillmore St. NW Elk River City of Elk River 15440 Fillmore St. NW Elk River City of Elk River 15456 Fillmore St. NW Elk River City of Elk River 15472 Fillmore St. NW Elk River City of Elk River 15488 Fillmore St. NW Elk River City of Elk River 15330 Fillmore St. NW Elk River City of Elk River 15510 Fillmore St. NW Elk River City of Elk River 15788 Kelley Farm Rd NW Elk River City of Elk River 10000 US Highway 10 NW Elk River City of Elk River 9940 US Highway 10 NW Elk River City of Elk River 9942 US Highway 10 NW Elk River City of Elk River 9944 US Highway 10 NW Elk River City of Elk River 9950 US Highway 10 NW Elk River City of Elk River underserved underserved underserved unserved Unserved unserved unserved unserve unserved unserved unserved unserved unserved unserved unsetved unserved unserved unserved unserved unserved unserved unserved unserved unserved unserved unserved unserved unserved unserved unserved unserved unserved unserved unserved unserved; unserved unserved unserved ed 11235 207th Ave. NW, Elk River MN Unsetved/Underserved locations passed 48 Total Cost Area Cost per sub at 100% # of unserved structures # of underserved structures STREET ADDRESS 11235 207th ave NW 12000 205th Ave. NW 11895 205th Ave. NW 11853 205th Ave. NW 11717 205th Ave. NW 11555 205th Ave. NW $340,924.75 $7,102.60 0 underserved unserved unserved unserved unserved unserved UNSERVED/ CITY DISTRICT UNDERSERVED Elk River City of Elk River Elk River City of Elk River Elk River City of Elk River Elk River City of Elk River Elk River City of Elk River Elk River City of Elk River 10476 205th Ave. NW 20600 205th Ave. NW 10817 205th Ave. NW 10783 205th Ave. NW 10691 205th Ave. NW 10666 205th Ave. NW 10638 205th Ave. NW 20573 205th Ave. NW 10476 205th Ave. NW 10576 205th Ave. NW 11452 207th Ave. NW 11418 207th Ave. NW 11362 207th Ave. NW 11336 207th Ave. NW 11286 207th Ave. NW 11236 207th Ave. NW 11235 207th Ave. NW 11170 207th Ave. NW 11121 207th Ave. NW 11120 207th Ave. NW 11070 207th Ave. NW 11063 207th Ave. NW 11024 207th Ave. NW 20723 Wilson St. NW Elk River Elk River Eik River Elk River Elk River Eik River Elk River Eik River Elk River Eik River Eik River Elk River Eik River Elk River Eik River Elk River Elk River Elk River Elk River Elk River Elk River Elk River Elk River Elk River City of Elk River City of Eik River City of Elk River City of Elk River City of Elk River City of Elk River City of Elk River City of Elk River City of Elk River City of Eik River City of Elk River City of Elk River City of Elk River City of Elk River City of Eik River City of Elk River City of Elk River City of Elk River City of Elk River City of Eik River City of Elk River City of Elk River City of Elk River City of Elk River unserve unserved unserved unserved unserved unserved unserved unser-ved unserved unserved unserved ui 13ci vcu unserved unsetved unserved unserved unserved unserved unserved unserved unserved unserved unserved unserved unserved unserved unserved unserved unserved unserved unserved unserved unserved unserved unserved unserved unserved unserved unserved unserved unserved unserved 20776 Wilson ST. NW Elk River City of Elk River 20777 St. NW Elk River City of Elk River 20727 Ulysses St. NW Eik River City of Elk River 20572 Ulysses St. NW Elk River City of Elk River 20730 Ulysses St. NW Elk River City of Elk River 20663 Ulysses St. NW Elk River City of Elk River 20686 Ulysses St. NW Elk River City of Elk River 20612 Ulysses St. NW Elk River City of Elk River 20613 Ulysses St. NW Elk River City of Eik River 20573 Quincy St. NW Eik River City of Elk River 20575 Quincy St. NW Elk River City of Eik River 20687 Quincy St. NW Eik River City of Elk River 11061 208th Ave. NW Elk River City of Eik River 11037 208th Ave. NW Elk River City of Elk River 10938 208th Ave. NW Elk River City of Elk River 10955 208th Ave. NW Elk River City of Elk River 10923 208th Ave. NW Elk River City of Elk River 10863 208th Ave. NW Eik River City of Elk River 10825 208th Ave. NW Elk River City of Elk River Note: ** County Construction Project plannedfor 205TH A VE NWfor 2023 Unserved/Underserved locations passed Total Cost Area Cost per sub at 100% # of unserved structures #underserved Street 22822 Baldwin St NW 22825 Baldwin St NW 22715 Baldwin St NW 11661 225th Ave NW 11602 225th Ave NW 11650 225th Ave NW 22460 Us Highway 169 NW 10711 221st Ave NW 22272 Quinn St NW 22130 Quinn St NW 12183 223rd Ave NW 12265 223rd Ave NW 12269 223rd Ave NW 22447 Tipton St NW 12685 221st Ave NW 12781 221st Ave NW 12776 222nd Ct NW 12790 222nd Ct NW 12789 222nd Ct NW 12781 222nd Ct NW 12747 222nd Ct NW 22200 Watson St NW 22210 Watson St NW 22220 Watson St NW 22230 Watson St NW 12626 223rd Ct NW 12642 223rd Ct NW 12660 223rd Ct NW 12678 223rd Ct NW 12696 223rd Ct NW 12693 223rd Ct NW 12673 223rd Ct NW 12651 223rd Ct NW 12633 223rd Ct NW 22312 Watson Cir NW 22332 Watson Cir NW 22342 Watson Cir NW Elk River City of Elk River 22343 Watson Cir NW Elk River City of Elk River 22339 Watson Cir NW unserved unserved 129 $1,057,583.25 Zimmeman Area $8,198.32 79 unserved UNSERVED/ City DISTRICT UNDERSERVED Elk River City of Elk River unserved Elk River City of Elk River unserved Elk River City of Elk River unserved Elk River City of Elk River unserved Elk River City of Elk River unserved Elk River City of Elk River unserved Elk River City of Elk River unserved Elk River City of Elk River underserve Elk River City of Elk River underserved Elk River City of Elk River underserved Elk River City of Elk River underserved Elk River City of Elk River underserved Elk River City of Elk River Elk River City of Elk River unsetved Elk River City of Elk River unserved Elk River City of Elk River unserved Elk River City of Elk River unserved Elk River City of Elk River unserved Elk River City of Elk River unserved Elk River City Of Elk River unserved Elk River City of Elk River unserved Elk River City of Elk River unserved Elk River City of Elk River unserved Elk River City of Elk River unserved Elk River City of Elk River unserved Elk River City of Elk River unserved Elk River City of Elk River unserved Elk River City of Elk River unserved Elk River City of Elk River unserved Elk River City of Elk River unserved Elk River City of Elk River unserved Elk River City of Elk River unserved Elk River City of Elk River unserved Elk River City of Elk River unserved Elk River City of Elk River unserved Elk River City of Elk River unserved Elk River City of Elk River unserved 22329 Watson Cir NW Elk River City of Elk River unserved 22301 Watson Cir NW Elk River City of Elk River unserved 22316 Watson St NW Elk River City of Elk unserved River unserved 22336 Watson St NW Elk River City of Elk unserved River unserved 12558 224th Ct NW Elk River City of Elk unserved River unserved 12572 224th Ct NW Elk River City of Elk River unserved 12586 224th Ct NW Elk River City of Elk unserved River unserved 12604 224th Ct NW Elk River City of Elk unserved River unserved 12620 224th Ct NW Elk River City of Elk unserved River unserved 12634 224th Ct NW Elk River City of Elk unserved River unserved 12648 224th Ct NW Elk River City of Elk unserved River unserved 12656 224th Ct NW Elk River City of Elk unserved River unserved 12653 224th Ct NW Elk River City of Elk unserved River unserved 12641 224th Ct NW Elk River City of Elk unserved River unserved 12625 224th Ct NW Elk River City of Elk unserved River unserved 12601224th Ct NW Elk River City of Elk unserved River unserved 12591 224th Ct NW Elk River City of Elk unserved River unserved 12577 224th Ct NW Elk River City of Elk River unserved 12565 224th Ct NW Elk River City of Elk unserved River unserved 12531 224th Ct NW Elk River City of Elk unserved River unserved 22372 Tipton St NW Elk River City of Elk River 22376 Tipton St NW Elk River City of Elk River 22382 Tipton St NW Elk River City of Elk River 22394 Tipton St NW 22412 Tipton St NW 12423 223rd Cir NW 22417 Tipton St NW 22428 Tipton St NW 22444 Tipton St NW 22468 Tipton St NW 22511 Tipton Cir NW 22531 Tipton Cit NW 22532 Tipton Cir NW 12442 225th Ct NW 12454 225th Ct NW 12468 225th Ct NW 12494 225th Ct NW 12516 225th Ct NW 12538 225th Ct NW 12554 225th Ct NW 12551 225th Ct NW 12531 225th Ct NW 12501 225th Ct NW 12495 225th Ct NW 12489 225th Ct NW 12481 225th Ct NW 12477 225th Ct NW 12210 221st Ave NW Elk River Elk River Elk River Elk River Elk River Elk River Elk River Elk River Elk River Elk River Elk River Elk River Elk River Elk River Elk River Elk River Elk River Elk River Elk River Elk River Elk River Elk River Elk River Elk River Elk River City of Elk River City of Elk River City of Elk River City of Elk River City of Elk River City of Elk River City of Elk River City of Elk River City of Elk River City of Elk River City of Elk River City of Elk River City of Elk River City of Elk River City of Elk River City of Elk River City of Elk River City of Elk River City of Elk River City of Elk River City of Elk River City of Elk River City of Elk River unserved City of Elk River City of Elk River 21566 us Highway 169 NW 11755 213th Ave NW 21884 Us Highway 169 NW 21591 Us Highway 169 NW Elk River City of Elk River Elk River City of Elk River Elk River City of Elk River Elk River City of Elk River underserved underserved underserved e 21401 Us Highway 169 NW Elk River City of Elk River underserve 21475 Us Highway 169 NW Elk River City of Elk River underserved 21372 Us Highway 169 NW Elk River City of Elk River underserved underserved 11631 219th Ave NW Elk River City of Elk River underserved 11684 219th Ave NW Elk River City of Elk River underserved 11349 219th Ave NW Elk River City of Elk River underserved 21310 Brook Rd NW Elk River City of Elk River underserved 21375 Brook Rd NW Elk River City of Elk River underserved 21446 Brook Rd NW Elk River City of Elk River underserved underserved 21538 Brook Rd NW Elk River City of Elk River underserved 21500 Brook Rd NW Elk River City of Elk River underserved 21453 Brook Rd NW Elk River City of Elk River underserved 21587 Brook Rd NW Elk River City of Elk River underserved 21615 Brook Rd NW Elk River City of Elk River underserved 11038 217th Ave NW Elk River City of Elk River underserved 10977 217th Ave NW Elk River City of Elk River underserved underserved 10965 217th Ave NW Elk River City of Elk River underserved 21737 Brook Rd NW Elk River City of Elk River underserved 21800 Brook Rd NW Elk River City of Elk River underserved 21850 Brook Rd NW Elk River City of Elk River underserved 10790 Brook Rd NW Elk River City of Elk River underserved 10760 Brook Rd NW Elk River City of Elk River underserved 10785 Brook Rd NW Elk River City of Elk River underserved underserved 10700 Brook Rd NW Elk River City of Elk River underserved 10801 Brook Rd NW Elk River City of Elk River u derserved 21975 Brook Rd NW Elk River City of Elk River unserved 21887 Olson St NW Elk River City of Elk River 21771 Olson St NW Elk River City of Elk River 21777 Olson St NW Elk River City of Elk River 11711 221st Ave NW Elk River City of Elk River 12163 223rd Ave NW Elk River City of Elk River 12137 223rd Ave NW Elk River City of Elk River unserved 11770 213th Ave NW Elk River City of Elk River unserved 12451 221st Ave NW Elk River City of Elk River unserved 21310 Us Highway 169 NW Elk River City of Elk River 22596 Us Highway 169 NW Elk River City of Elk River 11591 217th Ave NW Elk River City of Elk River 11595 225th Avenue NW Elk River City of Elk River unserved