Request for Bids

FIBER MAINTENANCE

Issue Date: March 16, 2021 Proposal Due Date: April 7, 2021 Issued by: Holy Cross Energy 3799 Highway 82 P.O Box 2150 Glenwood Springs, CO 81602-2150 RFP Website: www.holycross.com/request-for-proposals/

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SECTION 1 – NOTICE TO BIDDERS Holy Cross Energy (HCE) is soliciting proposals for the outside plant maintenance of a fiber-optic network. About HCE Founded in 1939, HCE is a not-for-profit rural electric cooperative that provides safe, reliable, affordable and sustainable energy and services that improve the quality of life for more than 44,500 members and their communities in western Colorado. HCE is committed to leading the responsible transition to a clean energy future and has set a goal of obtaining more than 100% of its power supply from clean and renewable energy resources by 2030. Located in Glenwood Springs, Colorado, HCE has 164 employees and offices in Avon, Gypsum, and Aspen. Background HCE is seeking to establish contracts with one or more companies that can provide maintenance and emergency restoration services for its fiber optic infrastructure. The contract arising from this RFP will be for a period of 24 months with an option to renew for up to 3 additional 12-month periods. RFP Schedule HCE expects to adhere to the timetable shown below. Target dates are approximate and subject to change without notice.

Event

Date

RFP issuance March 16, 2021

Pre-bid Meeting March 19, 2021 10:00 AM Mountain Time

Last day for Questions March 29, 2021 5:00 PM Mountain Time

Responses to Questions March 31, 2021

Proposal Due Date April 7, 2021 5:00 PM Mountain Time

Anticipated award date Between April 14 and April 26, 2021

Anticipated start date October 1, 2021

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Obtaining Supporting Documents Prior to submitting a proposal, Bidders should review all documents to familiarize themselves with the work to be completed. A map of current and planned fiber construction and other necessary documents may be obtained by submitting the following information to broadbandrfp@holycross.com:

1. Company Name. 2. Point of Contact.

Packet Contents The packet provided by HCE will include the following documents:

• A copy of this RFP • A map of current and planned fiber construction on which to perform maintenance • Appendix A: Sample Independent Contractor Agreement

SECTION 2 - SCOPE OF SERVICES HCE currently owns and is responsible for maintaining 4.5 route miles of fiber optic cable. HCE has plans to deploy and addition 92.5 miles of fiber with 38 miles scheduled for 2021 and 54.5 miles scheduled between 2022 and 2024. Any future fiber network expansion plans not included here will also fall under the scope of the contract. HCE is seeking qualified bidders to provide outside plant maintenance and emergency restoration services for all HCE owned fiber. The following list includes the expected services to be rendered under the scope of this RFP. Locate Services Bidder will be responsible for placing “Call before you dig” locate requests for any work involving underground digging or construction. Emergency Restoration and Repair Services Contractor shall provide emergency restoration and major repair services. Upon receiving notification of a repair need, the Contractor shall dispatch crews to repair the problem within four (4) hours of receiving notification. At a minimum, Contractor will be expected to perform the following:

a. Make available crews 24 hours a day, 365 days a year. Crews should be able to respond within 4 hours of notification of a repair and make necessary repairs within 12 hours of notification.

b. Carry in their vehicles the appropriate equipment that would enable a temporary splice, with the objective of restoring fiber operation as quickly as reasonably possible.

c. Make any repair that requires immediate action, such as down cables, and broken fiber. Work will include fiber splicing and testing, as necessary.

d. When correcting or repairing fiber discontinuity or damage, contractor shall use reasonable efforts to repair discontinuity having an impact on traffic within four (4) hours after maintenance employee, contractor, subcontractor or designee arrives at the problem site. To accomplish such objective, it is

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acknowledged that the repairs so affected may be temporary in nature. The goal of emergency restoration splicing shall be to restore service as quickly as possible. Within thirty-six (36) hours after completion of maintenance activity, contractor shall notify HCE of its plans for permenant repair. Permanent restorations will take place as soon as practicable.

e. Coordinate with HCE and emergency responders required to be on scene during the repair. Inspection and Testing Contractor will be expected to perform the following:

a. Visually inspect all HCE-owned fiber optic cables every twelve months. b. Provide a written report that identifies necessary and pending repair needs, both major and minor, and

the estimated costs of those repairs. c. Create and produce documentation of all findings and test results, including fiber splicing, splice enclosure

installation, and fiber access point installation as requested. d. Coordinate with HCE to complete maintenance and replacements. e. Perform OTDR testing after splicing is complete. f. Maintain an inventory of spare cable in one or more storage facilities supplied and maintained at strategic

locations to facilitate timely restoration. Routine Maintenance HCE may request contractor perform routine maintenance for problems identified during inspection. Contractor will work with HCE to establish maintenance windows which may include non-working hours. Other Duties as Requested Contracted may be requested to provide quotes and complete additional work items not outlined in this RFP. The contract will include any future fiber network expansion plans not outlined in this RFP. Work Product and Materials Contractor will be expected to make all repairs using materials comparable to those that make up the existing and future system. Contractor’s work will be expected to be consistent with industry standards. Testing shall be made using an OTDR device. Testing will be considered complete when test results show signal losses within the fiber manufacture’s specifications. Contractor is required to maintain and inventory of materials to complete routine maintenance and emergency repairs. HCE rights HCE shall have the right to be present during the performance of any maintenance so long as this requirement does not interfere with the contractor’s ability to perform its obligations. HCE shall have the right to inspect, document, and map any corrections, maintenance, or changes to the system.

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Route – Existing Fiber HCE currently owns 4.5 route miles of fiber in two segments as described below: Basalt Substation HCE shares access to fiber between the Basalt Communications site and the Basalt Transmission Substation. This segment consists of approximately 0.75 route miles of fiber as shown below:

Cooley Substation HCE owns a 24-strand fiber optic line between the Gypsum Biomass plant and the Cooley Mesa Substation. This segment contains approximately 3.75 route miles of fiber as shown below:

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Planned - 2021 Currently in the works is the deployment of a 144-ct fiber optic line from Glenwood Springs to Aspen. This segment consists of approximately 38 route-miles of fiber-optic line as shown below:

Planned – 2022 to 2024 HCE also has plans to deploy an additional estimated 54.5 routes-miles of 144-ct fiber optic cable from Avon to Glenwood Springs. The potential route is shown below

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SECTION 3 – INSTRUCTION TO BIDDERS Proposals must be submitted electronically no later than in the Schedule section of this document. Late proposals will not be considered. Each Bidder shall bear all expenses associated with the preparation and submission of their proposal. Provide all proposal submissions in PDF format. Other formats, including zip files, will be rejected.

Submit proposals to: broadbandrfp@holycross.com Please use the subject line: RFP – FIBER MAINTENANCE

Proposals should be concise and must include: Cover Page Provide a cover page which clearly identifies the RFP, Bidder’s name, and primary point of contact. Company Overview Provide the following information about your company:

• Official registered name, address, website, and relevant contact numbers. • Name, phone number, and e-mail addresses of any key contacts • Brief history of your company, including year established and number of years performing related work.

Qualifications Include a description of qualifications and capabilities. Provide an overview of key people who will be involved in the required activities including relevant qualifications and experience. Relevant Work Experience and References Provide three to five examples of projects similar in scope and scale completed by the Bidder, especially related to similar work for electric cooperatives. Provide a brief description including completion date, type and scope of project, and contact person with telephone number for reference. Work Plan Provide a description of the approach proposed to accomplish the objectives outlined in the Scope of Services. Provide an overview of resource requirements needed of HCE to complete this project. Bidders may elect to propose additional services not listed in the scope in this section. Please clearly mark any services proposed that are not part of the Scope of Serivces. Service Level Agreement In the Scope of Services, service level agreements for restoration and repair have been established. Use this section to confirm Bidders’ ability to comply with established targets or propose alternative SLA targets. Price Bidders may elect to provide an all inclusive price or a la carte pricing for the work described in the Scope of Serivces. Bidders planning on providing an all inclusive price should also provide a breakdown of price by service

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rendered. HCE may consider a swap of services for available strands of fiber. Bidders interested in fiber should provide a summary cost and desired strands of fiber in exchange. Contract Please see Appendix A for the standard HCE Independent Contractor Agreement. Please provide requested modifications or Bidder’s preferred contract. Questions Submit all questions via e-mail at broadbandrfp@holycross.com. Questions sent to any other HCE e-mail address regarding this RFP will not be answered. SECTION 4 - EVALUATION OF PROPOSALS Proposals will be evaluated for responsiveness and completeness. HCE will eliminate any proposals that (a) are non-conforming, (b) do not meet the minimum requirements, (c) are not economically competitive with other proposals, or (d) are submitted by Bidders that lack appropriate qualifications. Please be certain that all required information is included in your proposal, as HCE will not be required to notify you of incompleteness, seek clarification, or ask for additional information. Failure to provide the information set forth herein may be grounds for elimination of consideration. Evaluation Criteria HCE will evaluate proposals based on merit and the criteria listed below. HCE reserves the right to make an award for reasons other than the lowest price offered.

1. Completeness of proposal. 2. Approach and deliverables. 3. Qualifications, experience, and references. 4. Comparative costs. 5. Compliance with the Standard Contract Template (Appendix A)

Additional Information HCE reserves the right to request additional information from a Bidder to obtain clarification concerning the submitted proposal. Ownership All materials submitted in response to this RFP becomes the property of HCE. Selection or rejection of a proposal does not affect this right. HCE shall retain all copyright of materials produced under any contract or subcontract awarded as a result of this RFP. All forms of documents and data generated as a result of this contract are owned by and shall be delivered to HCE at the direction of the HCE Representative. During the period of performance, the information may not be disclosed by the Bidder to third parties, except as expressly provided in the Contract, without the written permission of the HCE Representative.

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Proposal Selection HCE reserves the right to reject any or all proposals or portions thereof. HCE reserves the right to issue RFP updates at any time. HCE makes no guarantee of any minimum or maximum amount of products/services to be procured; and, HCE reserves the right to award any contract based on internal business policies and needs rather than the lowest bid. HCE reserves the right to make an award without further discussion of the proposals submitted; there may be no best and final offer procedure. Interviews and negotiations may be conducted with one or more of the Bidders. Each initial offer should contain the Bidder’s best terms from a cost or price, service, timing, and technical standpoint. HCE may consult references familiar with the Bidder regarding its prior operations and projects, financial resources, reputation, performance, or other matters. Submission of a proposal shall constitute permission for HCE to make inquiries and authorization to third parties to respond to them. HCE may elect to initiate contract negotiations with one or more Bidders including negotiation of costs/price(s) and any other issues or terms and conditions, including modifying any requirement in the RFP. The option of whether to initiate contract negotiations rests solely with HCE. No Bidder shall have any rights against HCE arising from such negotiations. As a result of selection of a Bidder to supply products and/or services to HCE, HCE is neither endorsing nor suggesting that the Bidder’s product or service is the best or only solution. The Bidder agrees to make no reference to HCE in any literature, promotional material, brochures, sales presentation, or the like without the express written consent of HCE. This RFP does not create any obligation on HCE to make any contract award. Minor Irregulatrities HCE reserves the right to waive minor irregulatirties or minor errors in any proposal, if it appears to HCE that such irregularities or errors were made through inadvertence. Any such irregularities or errors so waived must be corrected on the proposal in which they occur prior to the acceptance by HCE. SECTION 5 - GENERAL INFORMATION Compliance with Federal, State, and Local Laws Bidder warrants in submitting a proposal and in the performance of an award as a result of the proposal, that Bidder has complied with, or will comply with, all applicable federal, state, and local laws, ordinances and all lawful orders, rules, and regulations hereunder. Limitation of Liability HCE makes no representations, warranties, or guarantees that the information contained herein is accurate, complete, timely, or that such information accurately represents the conditions that would be encountered in pursuing the work or at the site(s) of work now or in the future. The furnishing of such information by HCE shall

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not create or be deemed to create any obligation or liability upon it for any reason whatsoever and each Bidder, by submitting its proposal, expressly agrees that it has not relied upon the foregoing information, and that it shall not hold HCE liable or responsible therefore in any manner whatsoever. Accordingly, nothing contained herein and no representation, statement or promise, of HCE, its directors, officers, agents, representatives, or employees, oral or in writing, shall impair or limit the effect of the warranties of the Bidder required by this RFP and that it shall not hold HCE liable or responsible therefore in any manner whatsoever. Confidentiality Any portions of the proposal containing confidential or proprietary information should be clearly marked “Proprietary and Confidential”. HCE reserves the right to release any such information to its agents or contractors for the purpose of evaluating the Bidder’s proposal. Under no circumstances will HCE be held liable for any damages resulting from any disclosure of Bidders claimed confidential information during or after the RFP process. HCE Confidential Information Specifications, drawings, sketches, models, samples, tools, computers or other apparatus programs, trade secrets, confidential research, development or commercial information, intellectual property, patents, and /or other technical or business data are hereinafter designated as “Confidential Information.” Confidential Information shall not include information that (a) is generally available to the public prior to the date of this Agreement; (b) enters the public domain during the term of this Agreement through no fault of the bidder; (c) the bidder can establish, through its own contemporaneous records, was in its possession prior to disclosure of the Confidential Information to the bidder; or (d) is independently developed by the bidder without reference to or use of the Confidential Information. The Bidder shall: (a) hold and maintain all Confidential Information received in strict confidence; (b) restrict disclosure of Confidential Information only to those employees of the bidder or its wholly owned subsidiaries who have been informed of the confidential nature of the information and have agreed to be bound by the restrictions of this Agreement governing disclosure of Confidential Information, and who need to know the Confidential Information for proposals to HCE for furnishing material, software, documentation, or services hereunder; and (c) not duplicate, reproduce, distribute, store in any electronic information retrieval system, or disseminate Confidential Information in any other manner. All Confidential Information, whether written, oral, or other, furnished to the bidder hereunder, or in contemplation hereof, shall remain the property of HCE. All copies of such Information in written, graphic, or other tangible form shall be returned to HCE or permanently destroyed at HCE’s request. Bidder obligations with respect to the Confidential Information shall survive termination of this RFP and remain in full force and effect for a period of five years from the date of receiving of this RFP. HCE Proprietary Information This RFP and all information related to it are the property of HCE, and are delivered only for the purpose of enabling each potential bidder to prepare and submit a proposal in response hereto.

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Due Dilligence Prior to submitting a proposal, Bidders should carefully examine the sites, plans, specifications, drawings, and contracts related to this RFP. Bidders shall carefully review the route, characteristics of soils and terrains, and the kind of facilities required before submitting a proposal.

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APPENDIX A: INDEPENDENT CONTRACTOR SERVICES AGREEMENT

This AGREEMENT made this ___________ day of ___, 20__, between HOLY CROSS ENERGY ASSOCIATION, INC., d/b/a HOLY CROSS ENERGY, a Colorado cooperative association hereinafter called “HCE” and ______________________________________________, hereinafter called the “Contractor”. NOW, THEREFORE, in consideration of the mutual undertakings herein contained, the parties hereto agree as follows: 1. Scope of Work.

Routine inspection, maintenance and emergency repair of fiber optic cable.

2. Details of Scope Work.

Emergency Restoration and Repair Services Contractor shall provide emergency restoration and major repair services. Upon receiving notification of a repair need, the Contractor shall dispatch crews to repair the problem within four (4) hours of receiving notification. At a minimum, Contractor will be expected to perform the following: a. Make available crews 24 hours a day, 365 days a year. Crews should be able to respond within 4 hours of notification of a repair and make necessary repairs within 12 hours of notification. b. Carry in their vehicles the appropriate equipment that would enable a temporary splice, with the objective of restoring fiber operation as quickly as reasonably possible. c. Make any repair that requires immediate action, such as down cables, and broken fiber. Work will include fiber splicing and testing, as necessary. d. When correcting or repairing fiber discontinuity or damage, contractor shall use reasonable efforts to repair discontinuity having an impact on traffic within four (4) hours after maintenance employee, contractor, subcontractor or designee arrives at the problem site. To accomplish such objective, it is acknowledged that the repairs so affected may be temporary in nature. The goal of emergency restoration splicing shall be to restore service as quickly as possible. Within thirty-six (36) hours after completion of maintenance activity, contractor shall notify HCE of its plans for permenant repair. Permanent restorations will take place as soon as practicable. e. Coordinate with HCE and emergency responders required to be on scene during the repair. Inspection and Testing Contractor will be expected to perform the following:

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a. Visually inspect all HCE-owned fiber optic cables every twelve months. b. Provide a written report that identifies necessary and pending repair needs, both major and minor, and the estimated costs of those repairs. c. Create and produce documentation of all findings and test results, including fiber splicing, splice enclosure installation, and fiber access point installation as requested. d. Coordinate with HCE to complete maintenance and replacements. e. Perform OTDR testing after splicing is complete. f. Maintain an inventory of spare cable in one or more storage facilities supplied and maintained at strategic locations to facilitate timely restoration. Routine Maintenance HCE may request contractor perform routine maintenance for problems identified during inspection. Contractor will work with HCE to establish maintenance windows which may include non-working hours. Locate Services Bidder will be responsible for placing “Call before you dig” locate requests for any work involving underground digging or construction. Other Duties as Requested Contracted may be requested to provide quotes and complete additional work items not outlined in this Agreement.

3. Additional Agreements/Conditions. The following documents separately signed are part of this agreement:

a. Contractor specific requirements or proposal b. Confidentiality Agreement

4. Term of Agreement (multiple year agreement).

a. This Agreement shall commence on ________, and, except as provided in this Agreement, shall continue for _________ (the “initial term”). Unless earlier terminated pursuant to any other applicable provision of this Agreement, this Agreement shall remain in effect for successive ____ terms following the initial term. Either party may terminate this Agreement at any time, either during the initial term, without cause, by giving a written notice to the other party specifying a specific date upon which this Agreement shall terminate, which termination date shall be no less than thirty (30) days from the date on which the notice is deemed to have been received.

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b. Termination or expiration of this Agreement does not release either party from any liability under this Agreement regarding indemnity or otherwise, which may have accrued or which arises out of any claim that may have been accruing at the time of termination.

5. Price and Payment.

a. In consideration of the Contractor’s performance of the work and this Agreement, HCE shall

pay to the Contractor the base bid of _______ as shown on the bid letter dated ________.

b. Only ninety percent (90%) of each payment request approved during the construction of the project shall be paid by HCE to the Contractor prior to completion of the project. Upon the approval by HCE of final completion of the project, HCE shall make payment to the Contractor of all amounts to which the Contractor shall be entitled thereunder which shall not have been paid.

6. Changes in Work.

If it becomes necessary to change the scope of the project by adding to, or deleting from the amount of work, the Contractor will prepare an estimate for the changes and provide it to HCE for approval. Written approval shall be obtained prior to proceeding with the work. If the Additional work is performed on a time and material basis, the Contractor will provide a time & material rate sheet for approval by HCE. Daily time sheets and material tickets shall be approved by HCE’s representative on site.

7. Use of Company Names or Marks. The Contractor shall submit to HCE all advertising, sales promotion, press release and other publicity matters relating to the services performed by the Contractor wherein HCE’s name or marks are mentioned or language from which the connection to said names or marks may be inferred or implied. The Contractor further agrees not to publish or use advertising, sales promotion, press releases and publicity matters without the HCE’s written approval.

8. Notices. Any demand, notice or other communication given in connection with this Agreement shall be given in writing and shall be given by personal delivery, by certified mail, or by electronic notification to the party at the address of such party listed below, or to such other address as any party may designate by notice given to the other party. Any communication given by personal delivery is deemed to have been given and received on the day of actual delivery; if given by registered mail, on the third business day following deposit in the mail; and, if given by electronic notification on the day of transmittal. Either party may change its address, phone or fax number by written notice to the other party as set forth herein. HOLY CROSS ENERGY CONTRACTOR

Name: Name:

Title: Title:

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Mailing Address: Mailing Address:

3799 Highway 82

Glenwood Springs, CO 81601

Phone #: Phone #:

Email: Email:

9. Environmental Protection.

The Contractor shall perform the work in compliance with all applicable Federal, State, and local Environmental Laws. For purposes of this Agreement, the term “Environmental Laws” shall mean all Federal, state, and local laws including statutes, regulations, ordinances, codes, rules, and other governmental restriction and requirements relating to the environment or solid waste, hazardous substances, hazardous waste, toxic or hazardous material, pollutants or contaminants including, but not limited to the Comprehensive Environmental Response Compensation, and Liability Act, as amended, 42 U.S.C. §§ 9601, et seq., the Federal Water Pollution Control Act, as amended, 33 U.S.C. §§ 1251, et seq., and the Solid Waste Disposal Act, as amended, 42 U.S.C. §§ 6901, et seq., now or at any time hereafter in effect.

10. Protection to Persons and Property. The Contractor shall at all times take all reasonable precautions for the safety of employees on the work and of the public, and shall comply with all applicable provisions of federal, state, and local laws, rules, and regulations and building and construction codes, in addition to the safety rules and procedures of HCE. The following provisions shall not limit the generality of the above requirements:

a. The Contractor shall at no time and under no circumstances cause or permit any employee of the Contractor to perform any work upon energized lines, or upon poles carrying energized lines, unless otherwise specified in the Agreement.

b. The Contractor shall transport and store all material in facilities and vehicles which are designed to protect the material from damage. The Contractor shall ensure that all vehicles, trailers, and other equipment used comply with all applicable licensing, traffic, and highway requirements.

c. The Contractor shall so conduct the work as to cause the least possible obstruction of public highways.

d. The Contractor shall provide and maintain all such guard lights and other protection for the

public as may be required by applicable statutes, ordinances and regulations or by local conditions.

e. The Contractor shall make good and fully repair all injuries and damages to the work or any

portion thereof under the control of the Contractor by reason of any act of God or other

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casualty or cause whether or not the same shall have occurred by reason of the Contractor’s negligence.

i. To the maximum extent permitted by law, Contractor shall defend, indemnify, and hold

harmless HCE and HCE’s directors, officers, and employees from all claims, causes of action, losses, liabilities, and expenses (including reasonable attorney’s fees) for personal loss, injury, or death to persons (including but not limited to Contractor’s employees) and loss, damage to or destruction of HCE’s property or the property of any other person or entity (including but not limited to Contractor’s property) in any manner arising out of or connected with the Agreement, or the materials or equipment supplied or services performed by Contractor, its subcontractors and suppliers of any tier. But nothing herein shall be construed as making Contractor liable for any injury, death, loss, damage, or destruction caused by the sole negligence of HCE.

ii. To the maximum extent permitted by law, Contractor shall defend, indemnify, and hold harmless HCE and HCE’s directors, officers, and employees from all liens and claims filed or asserted against HCE, its directors, officers, and employees, or HCE’s property or facilities, for services performed or materials or equipment furnished by Contractor, its subcontractors and suppliers of any tier, and from all losses, demands, and causes of action arising out of any such lien or claim. Contractor shall promptly discharge or remove any such lien or claim by bonding, payment, or otherwise and shall notify HCE promptly when it has done so. If Contractor does not cause such lien or claim to be discharged or released by payment, bonding, or otherwise, HCE shall have the right (but shall not be obligated) to pay all sums necessary to obtain any such discharge or release and to deduct all amounts so paid from the amount due Contractor.

iii. Contractor shall provide to HCE’s satisfaction evidence of Contractor’s ability to

comply with the indemnification provisions of subparagraphs i and ii above, which evidence may include but may not be limited to a bond or liability insurance policy obtained for this purpose through a licensed surety or insurance company.

iv. HCE shall indemnify, defend and hold harmless the Contractor, its owners, parents,

subsidiaries, affiliates, agents, officers, directors and employees against any and all liabilities to the extent they arise from or are attributable to the negligence, gross negligence or willful misconduct of the HCE, its officers, employees, agents, subcontractors or representatives or any breach of this Agreement by HCE.

f. Upon violation by the Contractor of any of the provisions of this section, after written notice of such violation given to the Contractor by HCE, the Contractor shall immediately correct such violation. Upon failure of the Contractor so to do HCE may correct such violation at the Contractor’s expense; Provided, however, that HCE may, if it deems it necessary or advisable, correct such violation at the Contractor’s expense without such prior notice to the Contractor.

g. The Contractor shall submit to HCE monthly reports in duplicate of all accidents, giving such data as may be prescribed by HCE.

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11. Insurance.

The Contractor shall take out and maintain throughout the period of this Agreement the following types and minimum amounts of insurance:

a. Workers’ compensation and employers’ liability insurance, as required by law, covering all its employees who perform any of the obligations of the Contractor under the Agreement. If any employer or employee is not subject to the workers’ compensation laws of the governing state, then insurance shall be obtained voluntarily to extend to the employer and employee coverage to the same extent as though the employer or employee were subject to the workers’ compensation laws.

b. Public liability insurance covering all operations under the Agreement shall have limits for bodily injury or death of not less than $2 million each occurrence, limits for property damage of not less than $2 million each occurrence, and $2 million aggregate for accidents during the policy period. A single limit of $2 million of bodily injury and property damage is acceptable. This required insurance may be in a policy or policies of insurance, primary and excess including the umbrella or catastrophe form.

c. Automobile liability insurance on all motor vehicles used in connection with the Agreement,

whether owned, nonowned, or hired, shall have limits for bodily injury or death of not less than $2 million per person and $2 million each occurrence, and property damage limits of $2 million for each occurrence. A single limit of $2 million of bodily injury and property damage is acceptable. This required insurance may be in a policy or policies of insurance, primary and excess including the umbrella or catastrophe form.

HCE shall have the right at any time to require public liability insurance and property damage liability insurance greater than those required in subsection ‘‘b’’ and ‘‘c’’ of this Section. In any such event, the additional premium or premiums payable solely as the result of such additional insurance shall be paid by Contractor. HCE shall be named as Additional Insured on all policies of insurance required in subsections ‘‘b’’ and ‘‘c’’ of this Section. The policies of insurance shall be in such form and issued by such insurer as shall be satisfactory to HCE. The Contractor shall furnish HCE a certificate evidencing compliance with the foregoing requirements which shall provide not less than thirty days prior written notice to HCE of any cancellation or material change in the insurance.

12. Assignment of Guarantees.

All guarantees of materials and workmanship running in favor of the Contractor shall be transferred and assigned to HCE prior to the time the Contractor receives final payment.

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13. Remedies.

a. Completion on Contractor’s Default. If, at any time during the term of the Agreement, the contractor fails to provide or defaults in the performance of any of the terms of this Agreement, HCE, without in any manner limiting its legal or equitable remedies in the circumstances, may immediately take over the work and prosecute the same to completion by contract or otherwise for the account and at the expense of the Contractor, and the Contractor shall be liable to HCE for any cost or expense in excess of the Agreement price occasioned thereby. HCE in such contingency may exercise any rights, claims or demands which the Contractor may have against third persons in connection with this Agreement and for such purpose the Contractor does hereby assign, transfer and set over unto HCE all such rights, claims and demands. Default shall grant HCE the right to terminate the Agreement at any time with cause.

b. Dispute Resolution. This Agreement shall be deemed to be a contract made under the laws of the State of Colorado and shall for all purposes be construed and enforced in accordance with Colorado law. In the event of a dispute, the Parties, through a senior executive of each Party, shall attempt to amicably resolve the dispute. In the event that the dispute is not amicably resolved within ninety days, then the matter shall be resolved by arbitration using a single arbitrator under the auspices of Judicial Arbiters Group, Denver, Colorado (“JAG”), and in accordance with its Commercial Arbitration Rules. The arbitrator’s decision and award shall be final and binding and may be entered in any court having jurisdiction. The arbitrator shall not have the power to award punitive, special or incidental damages. Issues of arbitrability shall be determined in accordance with the laws of the State of Colorado relating to arbitration and all other aspects shall be interpreted in accordance with the laws of the State of Colorado. Each Party shall pay its own attorney fees associated with the arbitration and other costs and expenses of the arbitration shall be paid as provided by the rules of the JAG. If court proceedings to stay litigation or compel arbitration are necessary, the Party who unsuccessfully opposes such proceedings shall pay all associated costs, expenses and attorney's fees which are reasonably incurred by the other Party. If any portion of this provision is held to be unenforceable, it shall be severed and shall not affect the duty to arbitrate. Except as permitted in this section, neither Party may bring a case in court. If either Party disregards this restriction, files a court case and fails to dismiss it promptly upon being notified of this provision, that Party will pay the other Party’s costs and expenses, including attorney fees, incurred after the notice in defending the court case.

14. Patent Infringement. The Contractor shall hold harmless and indemnify HCE from any and all claims, suits and proceedings for the infringement of any patent or patents covering any materials or equipment used in work.

15. Compliance with Laws. The Contractor shall comply with all federal, state, and local laws, rules, and regulations applicable to its performance under the Agreement and the work. The Contractor acknowledges that it is familiar with the

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Rural Electrification Act of 1936, as amended, the Anti Kick-Back Act of 1986 (41 U.S.C. 51 et seq.), and 18 U.S.C. §§ 286, 287, 641, 661, 874, 1001, and 1366, as amended. The Contractor represents that, to the extent required, it has complied with the requirements of Pub. L. 101-121, Section 319, 103 Stat. 701, 750-765 (31 U.S. C. 1352), entitled ‘‘Limitation on use of appropriated funds to influence certain Federal contracting and financial transactions,’’ and any rules and regulations issued pursuant thereto.

16. Nonassignment of Agreement. The Contractor shall perform directly and without subcontracting not less than twenty-five percent (25%) of the work, to be calculated on the basis of the total Agreement price. The Contractor shall not assign the Agreement effected by an acceptance of this Proposal or any interest in any funds that may be due or become due hereunder or enter into any contract with any person, firm or corporation for the performance of the Contractor’s obligations hereunder or any part thereof without the approval in writing of HCE and of the Surety or Sureties, if any, on any bond furnished by the Contractor for the faithful performance of the Contractor’s obligations hereunder. If the Contractor, with the consent of HCE and any Surety or Sureties on the Contractor’s Bond or Bonds, shall enter into a subcontract with any subcontractor for the performance of any part of this Agreement, the Contractor shall be as fully responsible to HCE for the acts and omissions of such subcontractor and of persons employed by such subcontractor as the Contractor would be for its own acts and omissions and those of persons directly employed by it.

17. Successors and Assigns. Each and all of the covenants and agreements herein contained shall extend to and be binding upon the successors and assigns of the parties hereto. HCE and Contractor acknowledge that this Agreement is assigned to the Government, acting through the Administrator, for security purposes under HCE’s mortgage and security instrument.

18. Governing Law. This Agreement is entered into in the state of Colorado, it will be performed within such state, and all issues arising hereunder shall be governed in all respects by the laws of such state. Venue for all court actions will be in Garfield County, Colorado.

19. Independent Contractor. The Contractor shall perform the work as an independent contractor, not as a subcontractor, agent, or employee of HCE.

Acknowledged and agreed by the authorized representatives of the parties. Authorized Signature Authorized Signature

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