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Home My WebLink About20202453.tiffRESOLUTION RE: APPROVE INTERGOVERNMENTAL AGREEMENT FOR IMPROVEMENTS TO COUNTY ROADS 74 AND 33 INTERSECTION ROUNDABOUT PROJECT AND AUTHORIZE CHAIR TO SIGN WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with an Intergovernmental Agreement for Improvements to the County Roads 74 and 33 Intersection Roundabout Project between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Public Works, and the Colorado Department of Transportation, commencing upon full execution of signatures, and ending November 26, 2029, with further terms and conditions being as stated in said intergovernmental agreement, and WHEREAS, after review, the Board deems it advisable to approve said intergovernmental agreement, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Intergovernmental Agreement for Improvements to the County Roads 74 and 33 Intersection Roundabout Project between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Public Works, and the Colorado Department of Transportation, be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said intergovernmental agreement. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 10th day of August, A.D., 2020. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: aiiti �' Ao;ok Weld County Clerk to the Board ounty Attorney Date of signature: og/i3/2o cc : pua (DA /E K/c N ) o8"/27/2O Mike Freeman, Chair Kevin D. Ross 2020-2453 EG0078 G� T� At 3988 081© BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: WCR 74/WCR 33 Roundabout Project DEPARTMENT: Public Works PERSON REQUESTING: Dawn Anderson, Development Review Manager DATE: July 21, 2020 Brief description of the problem/issue: The County submitted an application for Surface Transportation Block Grant (STBG) funding through the North Front Range Metropolitan Planning Organization (NFRMPO) FY22-23 Call for Projects. Weld County was awarded $1,318,780.00 ($1,091,818.00 — Federal Funds; $226,962.00 Local Match) {Local Match: $204,266 — Weld County and $22,696 — Town of Eaton}. Subsequently, CDOT has prepared the associated IGA for review and approval. The IGA has been reviewed by Public Works and County Attorney staff. The grant application proposed a total project budget of $4,702,203. The IGA funding commitment administered by CDOT represents 28% of the estimated project costs. Public Works plans to utilize the grant funds for the construction phase of this project, currently scheduled for 2022/2023. What options exist for the Board? (include consequences, impacts, costs, etc. of options): The Board can choose to approve the attached IGA, amend the IGA or reject the IGA. Recommendation: Public Works recommends approval of the IGA. Mike Freeman, Chair Scott K. James Barbara Kirkmeyer Steve Moreno, Pro -Tern Kevin D. Ross Approve Recommendation Y` Attachments: CDOT Contract Agreement (IGA) ec.: Pw O n$ooise. 0.(at DIS Schedule Work Session Other/Comments: Dui Otfra, 2.92o-RA/33 DocuSign Envelope ID: 86DFCCAF-O581-49AA-80F0-F76C6729DD59 OLA #: 331002058 Routing 8: 20-HA4-XC-00063 STATE OF COLORADO INTERGOVERNMENTAL AGREEMENT Sit nature and Cover Page State Agency Department of Transportation Agreement Routing Number 20-HA4-XC-00063 Local Agency WELD COUNTY GOVERNMENT Agreement Effective Date The later of the effective date or November 27, 2019 Agreement Description WCR 74 AND WCR 33 INTERSECTION PROJECT (ROUNDABOUT) Agreement Expiration Date November 26, 2029 Project # STU C030- 078 (23044) Region # 4 Contract Writer DZ Agreement Maximum Amount $1,318,780.00 THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT Each person signing this Agreement represents and warrants that he or she is duly authorized to execute this Agreement and to bind the Party authorizing his or her signature. LOCAL AGENCY WELD COUNTY GOVERNMENT M tb,VY,t wtcLln STATE OF COLORADO Jared S. Polis, Governor Department of Transportation Shoshana M. Lew, Executive Director Slug, hYt, setk, Signature Mi ke Freeman Chai r, Board of Cam] ssionerp�en Harelson, P.E., Chief Engineer 8/10/2020 Date: By: (Print Name and Title) 8/10/2020 Date: 2nd State or Local Agency Signature if Needed LEGAL REVIEW Philip J. Weiser, Attorney General N/A Signature Assistant Attorney General By: (Print Name and Title) Date: By: (Print Name and Title) Date: In accordance with §24-30-202 C.R.S., this Agreement is not valid until signed and dated below by the State Controller or an authorized delegate. STATE CONTROLLER Robert Jaros, CPA, MBA, JD ovk C op i tvLe By: Department of Transportation 8/11/2020 Effective Date: Document Builder Generated Rev. 12/09/2016 Page 1 of 25 aoao-0953 OLA #: 331002058 Routing #: 20-HA4-XC-00063 TABLE OF CONTENTS 1. PARTIES 2 2. TERM AND EFFECTIVE DATE 2 3. AUTHORITY 3 4. PURPOSE 3 5. DEFINITIONS 4 6. STATEMENT OF WORK 6 7. PAYMENTS 9 8. REPORTING - NOTIFICATION 13 9. LOCAL AGENCY RECORDS 14 10. CONFIDENTIAL INFORMATION -STATE RECORDS 15 11. CONFLICT OF INTEREST 15 12. INSURANCE 16 13. BREACH 17 14. REMEDIES 18 15. DISPUTE RESOLUTION 19 16. NOTICES AND REPRESENTATIVES 19 17. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION 20 18. GOVERNMENTAL IMMUNITY 21 19. STATEWIDE CONTRACT MANAGEMENT SYSTEM 21 20. GENERAL PROVISIONS 21 21. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) 13 22. FEDERAL REQUIREMENTS 25 23. DISADVANTAGED BUSINESS ENTERPRISE (DBE) 25 24. DISPUTES 25 EXHIBIT A, STATEMENT OF WORK EXHIBIT B, SAMPLE OPTION LETTER EXHIBIT C, FUNDING PROVISIONS EXHIBIT D, LOCAL AGENCY RESOLUTION EXHIBIT E, LOCAL AGENCY AGREEMENT ADMINISTRATION CHECKLIST EXHIBIT F, CERTIFICATION FOR FEDERAL -AID AGREEMENTS EXHIBIT G, DISADVANTAGED BUSINESS ENTERPRISE EXHIBIT H, LOCAL AGENCY PROCEDURES FOR CONSULTANT SERVICES EXHIBIT I, FEDERAL -AID AGREEMENT PROVISIONS FOR CONSTRUCTION AGREEMENTS EXHIBIT J, ADDITIONAL FEDERAL REQUIREMENTS EXHIBIT K, FFATA SUPPLEMENTAL FEDERAL PROVISIONS EXHIBIT L, SAMPLE SUBRECIPIENT MONITORING AND RISK ASSESSMENT FORM EXHIBIT M, OMB UNIFORM GUIDANCE FOR FEDERAL AWARDS 1. PARTIES This Agreement is entered into by and between Local Agency named on the Signature and Cover Page for this Agreement ("Local Agency"), and the STATE OF COLORADO acting by and through the State agency named on the Signature and Cover Page for this Agreement (the "State" or "CDOT"). Local Agency and the State agree to the terms and conditions in this Agreement. 2. TERM AND EFFECTIVE DATE A. Effective Date This Agreement shall not be valid or enforceable until the Effective Date, and Agreement Funds shall be expended within the dates shown in Exhibit C for each respective phase ("Phase Performance Period(s)"). The State shall not be bound by any provision of this Agreement before the Effective Date, and shall have no obligation to pay Local Agency for any Work performed or expense incurred before 1) the Effective Date of this original Agreement; 2) before the encumbering document for the respective phase and the official Notice to Proceed for the respective phase; or 3) after the Final Phase Performance Document Builder Generated Page 2 of 25 Rev 12/09/2016 OLA #: 331002058 Routing #: 20-HA4-XC-00063 End Date, as shown in Exhibit C. B. Initial Term The Parties' respective performances under this Agreement shall commence on the Agreement Effective Date shown on the Signature and Cover Page for this Agreement and shall terminate on the date of notice of CDOT final acceptance ("Agreement Expiration Date") shown on the Signature and Cover Page for this Agreement, unless sooner terminated or further extended in accordance with the terms of this Agreement. C. Early Termination in the Public Interest The State is entering into this Agreement to serve the public interest of the State of Colorado as determined by its Governor, General Assembly, or Courts. If this Agreement ceases to further the public interest of the State, the State, in its discretion, may terminate this Agreement in whole or in part. This subsection shall not apply to a termination of this Agreement by the State for breach by Local Agency, which shall be governed by §14.A.i. i. Method and Content The State shall notify Local Agency of such termination in accordance with §16. The notice shall specify the effective date of the termination and whether it affects all or a portion of this Agreement. ii. Obligations and Rights Upon receipt of a termination notice for termination in the public interest, Local Agency shall be subject to §14.A.i.a iii. Payments If the State terminates this Agreement in the public interest, the State shall pay Local Agency an amount equal to the percentage of the total reimbursement payable under this Agreement that corresponds to the percentage of Work satisfactorily completed and accepted, as determined by the State, less payments previously made. Additionally, if this Agreement is less than 60% completed, as determined by the State, the State may reimburse Local Agency for a portion of actual out-of- pocket expenses, not otherwise reimbursed under this Agreement, incurred by Local Agency which are directly attributable to the uncompleted portion of Local Agency's obligations, provided that the sum of any and all reimbursement shall not exceed the maximum amount payable to Local Agency hereunder. 3. AUTHORITY Authority to enter into this Agreement exists in the law as follows: A. Federal Authority Pursuant to Title 1, Subtitle A, of the "Fixing America's Surface Transportation Act" (FAST Act) of 2015, and to applicable provisions of Title 23 'of the United States Code and implementing regulations at Title 23 of the Code of Federal Regulations, as may be amended, (collectively referred to hereinafter as the "Federal Provisions"), certain federal funds have been and are expected to continue to be allocated for transportation projects requested by Local Agency and eligible under the Surface Transportation Improvement Program that has been proposed by the State and approved by the Federal Highway Administration ("FHWA"). B. State Authority Pursuant to CRS §43-1-223 and to applicable portions of the Federal Provisions, the State is responsible for the general administration and supervision of performance of projects in the Program, including the administration of federal funds for a Program project performed by a Local Agency under a contract with the State. This Agreement is executed under the authority of CRS §§29-1-203, 43-1-110; 43-1-116, 43-2-101(4)(c) and 43-2-104.5. 4. PURPOSE The purpose of this Agreement is to disburse Federal funds to the Local Agency pursuant to CDOT's Stewardship Agreement with the FHWA. Document Builder Generated Page 3 of 25 Rev. 12/09/2016 OLA #: 331002058 Routing # 20-HA4-XC-00063 5. DEFINITIONS The following terms shall be construed and interpreted as follows: A. "Agreement" means this agreement, including all attached Exhibits, all documents incorporated by reference, all referenced statutes, rules and cited authorities, and any future modifications thereto. B. "Agreement Funds" means the funds that have been appropriated, designated, encumbered, or otherwise made available for payment by the State under this Agreement. C. "Award" means an award by a Recipient to a Subrecipient funded in whole or in part by a Federal Award. The terms and conditions of the Federal Award flow down to the Award unless the terms and conditions of the Federal Award specifically indicate otherwise. D. "Budget" means the budget for the Work described in Exhibit C. E. "Business Day" means any day in which the State is open and conducting business, but shall not include Saturday, Sunday or any day on which the State observes one of the holidays listed in §24-11-101(1) C.R.S. F. "Consultant" means a professional engineer or designer hired by Local Agency to design the Work Product. G. "Contractor" means the general construction contractor hired by Local Agency to construct the Work. H. "CORA" means the Colorado Open Records Act, §§24-72-200.1 et. seq., C.R.S. I. "Effective Date" means the date on which this Agreement is approved and signed by the Colorado State Controller or designee, as shown on the Signature and Cover Page for this Agreement. J. "Evaluation" means the process of examining Local Agency's Work and rating it based on criteria established in §6, Exhibit A and Exhibit E. K. "Exhibits" means the following exhibits attached to this Agreement: i. Exhibit A, Statement of Work. ii. Exhibit B, Sample Option Letter. iii. Exhibit C, Funding Provisions iv. Exhibit D, Local Agency Resolution v. Exhibit E, Local Agency Contract Administration Checklist vi. Exhibit F. Certification for Federal -Aid Contracts vii. Exhibit G, Disadvantaged Business Enterprise viii. Exhibit H, Local Agency Procedures for Consultant Services ix. Exhibit I, Federal -Aid Contract Provisions for Construction Contracts x. Exhibit J, Additional Federal Requirements xi. Exhibit K, The Federal Funding Accountability and Transparency Act of 2006 (FFATA) Supplemental Federal Provisions xii. Exhibit L, Sample Sub -Recipient Monitoring and Risk Assessment Form xiii. Exhibit M, Supplemental Provisions for Federal Awards Subject to The Office of Management and Budget Uniform Administrative Requirements, Cost principles, and Audit Requirements for Federal Awards (the "Uniform Guidance") L. "Federal Award" means an award of Federal financial assistance or a cost -reimbursement contract under the Federal Acquisition Requirements by a Federal Awarding Agency to a Recipient. "Federal Award" also means an agreement setting forth the terms and conditions of the Federal Award. The term does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal program. Document Builder Generated Page 4 of 25 Rev. 12/09/2016 OLA #: 331002058 Routing #. 20-HA4-XC-00063 M. "Federal Awarding Agency" means a Federal agency providing a Federal Award to a Recipient. N. "FHWA" means the Federal Highway Administration, which is one of the twelve administrations under the Office of the Secretary of Transportation at the U.S. Department of Transportation. FHWA provides stewardship over the construction, maintenance and preservation of the Nation's highways and tunnels. FHWA is the Federal Awarding Agency for the Federal Award which is the subject of this Agreement. O "Goods" means any movable material acquired, produced, or delivered by Local Agency as set forth in this Agreement and shall include any movable material acquired, produced, or delivered by Local Agency in connection with the Services. P. "Incident" means any accidental or deliberate event that results in or constitutes an imminent threat of the unauthorized access or disclosure of State Confidential Information or of the unauthorized modification, disruption, or destruction of any State Records. Q. "Initial Term" means the time period defined in §2.B R. "Notice to Proceed" means the letter issued by the State to the Local Agency stating the date the Local Agency can begin work subject to the conditions of this Agreement. S. "OMB" means the Executive Office of the President, Office of Management and Budget. T. "Oversight" means the term as it is defined in the Stewardship Agreement between CDOT and the FHWA. U. "Party" means the State or Local Agency, and "Parties" means both the State and Local Agency. V. "PII" means personally identifiable information including, without limitation, any information maintained by the State about an individual that can be used to distinguish or trace an individual's identity, such as name, social security number, date and place of birth, mother's maiden name, or biometric records; and any other information that is linked or linkable to an individual, such as medical, educational, financial, and employment information. Pli includes, but is not limited to, all information defined as personally identifiable information in §24-72-501 C.R.S. W. "Recipient" means the Colorado Department of Transportation (CDOT) for this Federal Award. X. "Services" means the services to be performed by Local Agency as set forth in this Agreement, and shall include any services to be rendered by Local Agency in connection with the Goods. Y. "State Confidential Information" means any and all State Records not subject to disclosure under CORA. State Confidential Information shall include, but is not limited to, PII and State personnel records not subject to disclosure under CORA. Z. "State Fiscal Rules" means the fiscal rules promulgated by the Colorado State Controller pursuant to §24-30-202(13)(a). AA. "State Fiscal Year" means a 12 month period beginning on July 1 of each calendar year and ending on June 30 of the following calendar year. If a single calendar year follows the term, then it means the State Fiscal Year ending in that calendar year. BB. "State Purchasing Director" means the position described in the Colorado Procurement Code and its implementing regulations. CC. "State Records" means any and all State data, information, and records, regardless of physical form, including, but not limited to, information subject to disclosure under CORA. DD. "Subcontractor" means third -parties, if any, engaged by Local Agency to aid in performance of the Work. EE. "Subrecipient" means a non -Federal entity that receives a sub -award from a Recipient to carry out part of a Federal program, but does not include an individual that is a beneficiary of such program. A Subrecipient may also be a recipient of other Federal Awards directly from a Federal Awarding Agency. FF. "Uniform Guidance" means the Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, which supersedes requirements from OMB Circulars A-21, A-87, A-110, A-122, A-89, A-102, and A-133, and the Document Builder Generated Page 5 of 25 Rev 12/09/2016 OLA#: 331002058 Routing #: 20-HA4-XC-00063 guidance in Circular A-50 on Single Audit Act follow-up. GG. "Work" means the delivery of the Goods and performance of the Services in compliance with CDOT's Local Agency Manual described in this Agreement. HH. "Work Product" means the tangible and intangible results of the Work, whether finished or unfinished, including drafts. Work Product includes, but is not limited to, documents, text, software (including source code), research, reports, proposals, specifications, plans, notes, studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys, maps, materials, ideas, concepts, know-how, and any other results of the Work. "Work Product" does not include any material that was developed prior to the Effective Date that is used, without modification, in the performance of the Work. Any other term used in this Agreement that is defined in an Exhibit shall be construed and interpreted as defined in that Exhibit. 6. STATEMENT OF WORK Local Agency shall complete the Work as described in this Agreement and in accordance with the provisions of Exhibit A, and the Local Agency Manual. The State shall have no liability to compensate Local Agency for the delivery of any Goods or the performance of any Services that are not specifically set forth in this Agreement. Work may he divided into multiple phases that have separate periods of performance. The State may not compensate for Work that Local Agency performs outside of its designated phase performance period. The performance period of phases, including, but not limited to Design, Construction, Right of Way, Utilities, or Environment phases, are identified in Exhibit C. The State may unilaterally modify Exhibit C from time to time, at its sole discretion, to extend the period of performance for a phase of Work authorized under this Agreement. To exercise this phase performance period extension option, the State will provide written notice to Local Agency in a form substantially equivalent to Exhibit B. The State's unilateral extension of phase performance periods will not amend or alter in any way the funding provisions or any other terms specified in this Agreement, notwithstanding the options listed under §7.E A. Local Agency Commitments i. Design If the Work includes preliminary design, final design, design work sheets, or special provisions and estimates (collectively referred to as the "Plans"), Local Agency shall ensure that it and its Contractors comply with and are responsible for satisfying the following requirements: a. Perform or provide the Plans to the extent required by the nature of the Work. b. Prepare final design in accordance with the requirements of the latest edition of the American Association of State Highway Transportation Officials (AASHTO) manual or other standard, such as the Uniform Building Code, as approved by the State. c. Prepare provisions and estimates in accordance with the most current version of the State's Roadway and Bridge Design Manuals and Standard Specifications for Road and Bridge Construction or Local Agency specifications if approved by the State. d. Include details of any required detours in the Plans in order to prevent any interference of the construction Work and to protect the traveling public. e. Stamp the Plans as produced by a Colorado registered professional engineer. f. Provide final assembly of Plans and all other necessary documents. g. Ensure the Plans are accurate and complete. h. Make no further changes in the Plans following the award of the construction contract to Contractor unless agreed to in writing by the Parties. The Plans shall be considered final when approved in writing by CDOT, and when final, they will be deemed incorporated herein. ii. Local Agency Work a. Local Agency shall comply with the requirements of the Americans With Disabilities Act (ADA) 42 U.S.C. § 12101, et. seq., and applicable federal regulations and standards as contained in the document "ADA Accessibility Requirements in CDOT Transportation Document Builder Generated Page 6 of 25 Rev 12/09/2016 OLA #: 331002058 Routing #: 20-F1A4-XC-00063 Projects". b. Local Agency shall afford the State ample opportunity to review the Plans and shall make any changes in the Plans that are directed by the State to comply with FHWA requirements. c. Local Agency may enter into a contract with a Consultant to perform all or any portion of the Plans and/or construction administration. Provided, however, if federal -aid funds are involved in the cost of such Work to be done by such Consultant, such Consultant contract (and the performance provision of the Plans under the contract) must comply with all applicable requirements of 23 C.F.R. Part 172 and with any procedures implementing those requirements as provided by the State, including those in Exhibit H. If Local Agency enters into a contract with a Consultant for the Work: 1) Local Agency shall submit a certification that procurement of any Consultant contract complies with the requirements of 23 C.F.R. 172.5(1) prior to entering into such Consultant contract, subject to the State's approval. If not approved by the State, Local Agency shall not enter into such Consultant contract. 2) Local Agency shall ensure that all changes in the Consultant contract have prior approval by the State and FHWA and that they are in writing. Immediately after the Consultant contract has been awarded, one copy of the executed Consultant contract and any amendments shall be submitted to the State. 3) Local Agency shall require that all billings under the Consultant contract comply with the State's standardized billing format. Examples of the billing formats are available from the CDOT Agreements Office. 4) Local Agency (and any Consultant) shall comply with 23 C.F.R. 172.5(b) and (d) and use the CDOT procedures described in Exhibit H to administer the Consultant contract. 5) Local Agency may expedite any CDOT approval of its procurement process and/or Consultant contract by submitting a letter to CDOT from Local Agency's attorney/authorized representative certifying compliance with Exhibit H and 23 C.F.R. 172.5(b)and (d). 6) Local Agency shall ensure that the Consultant contract complies with the requirements of 49 CFR 18.36(i) and contains the following language verbatim: (a) The design work under this Agreement shall be compatible with the requirements of the contract between Local Agency and the State (which is incorporated herein by this reference) for the design/construction of the project. The State is an intended third - party beneficiary of this agreement for that purpose. (b) Upon advertisement of the project work for construction, the consultant shall make available services as requested by the State to assist the State in the evaluation of construction and the resolution of construction problems that may arise during the construction of the project. (c) The consultant shall review the construction Contractor's shop drawings for conformance with the contract documents and compliance with the provisions of the State's publication, Standard Specifications for Road and Bridge Construction, in connection with this work. (d) The State, in its sole discretion, may review construction plans, special provisions and estimates and may require Local Agency to make such changes therein as the State determines necessary to comply with State and FHWA requirements. iii. Construction If the Work includes construction, Local Agency shall perform the construction in accordance with the approved design plans and/or administer the construction in accordance with Exhibit E. Such administration shall include Work inspection and testing; approving sources of materials; performing required plant and shop inspections; documentation of contract payments, testing and inspection activities; preparing and approving pay estimates; preparing, approving and securing the funding for contract modification orders and minor contract revisions; processing construction Contractor claims; construction supervision; and meeting the quality control requirements of the FHWA/CDOT Stewardship Agreement, as described in Exhibit E. Document Builder Generated Page 7 of 25 Rev 12/09/2016 OLA #: 331002058 Routing #: 20-HA4-XC-00063 a. The State may, after providing written notice of the reason for the suspension to Local Agency, suspend the Work, wholly or in part, due to the failure of Local Agency or its Contractor to correct conditions which are unsafe for workers or for such periods as the State may deem necessary due to unsuitable weather, or for conditions considered unsuitable for the prosecution of the Work, or for any other condition or reason deemed by the State to be in the public interest. b. Local Agency shall be responsible for the following: 1) Appointing a qualified professional engineer, licensed in the State of Colorado, as Local Agency Project Engineer (LAPE), to perform engineering administration. The LAPE shall administer the Work in accordance with this Agreement, the requirements of the construction contract and applicable State procedures, as defined in the CDOT Local Agency Manual (https://www.codot.gov/business/designsupport/bulletins_manuals/2006- local-agency-manual). 2) For the construction Services, advertising the call for bids, following its approval by the State, and awarding the construction contract(s) to the lowest responsible bidder(s). (a) All Local Agency's advertising and bid awards pursuant to this Agreement shall comply with applicable requirements of 23 U.S.C. §112 and 23 C.F.R. Parts 633 and 635 and C.R.S. § 24-92-101 et seq. Those requirements include, without limitation, that Local Agency and its Contractor(s) incorporate Form 1273 (Exhibit I) in its entirety, verbatim, into any subcontract(s) for Services as terms and conditions thereof, as required by 23 C.F.R. 633.102(e). (b) Local Agency may accept or reject the proposal of the apparent low bidder for Work on which competitive bids have been received. Local Agency must accept or reject such bids within 3 working days after they are publicly opened. (c) If Local Agency accepts bids and makes awards that exceed the amount of available Agreement Funds, Local Agency shall provide the additional funds necessary to complete the Work or not award such bids. (d) The requirements of §6.A.iii.b.2 also apply to any advertising and bid awards made by the State. (e) The State (and in some cases FHWA) must approve in advance all Force Account Construction, and Local Agency shall not initiate any such Services until the State issues a written Notice to Proceed. iv. Right of Way (ROW) and Acquisition/Relocation a. If Local Agency purchases a ROW for a State highway, including areas of influence, Local Agency shall convey the ROW to CDOT promptly upon the completion of the project/construction. b. Any acquisition/relocation activities shall comply with all applicable federal and State statutes and regulations, including but not limited to, the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, the Uniform Relocation Assistance and Real Property Acquisition Policies for Federal and Federally Assisted Programs, as amended (49 C.F.R. Part 24), CDOT's Right of Way Manual, and CDOT's Policy and Procedural Directives. c. The Parties' respective responsibilities for ensuring compliance with acquisition, relocation and incidentals depend on the level of federal participation as detailed in CDOT's Right of Way Manual (located at http://www.codot.gov/business/manuals/right-of-way); however, the State always retains oversight responsibilities. d. The Parties' respective responsibilities at each level of federal participation in CDOT's Right of Way Manual, and the State's reimbursement of Local Agency costs will be determined pursuant the following categories: 1) Right of way acquisition (3111) for federal participation and non -participation; 2) Relocation activities, if applicable (3109); 3) Right of way incidentals, if applicable (expenses incidental to acquisition/relocation of right of way — 3114). Document Builder Generated Page 8 of 25 Rev 12/09/2016 OLA #: 331002058 Routing #: 20-HA4-XC-00063 v. Utilities If necessary, Local Agency shall be responsible for obtaining the proper clearance or approval from any utility company that may become involved in the Work. Prior to the Work being advertised for bids, Local Agency shall certify in writing to the State that all such clearances have been obtained. vi. Railroads If the Work involves modification of a railroad company's facilities and such modification will be accomplished by the railroad company, Local Agency shall make timely application to the Public Utilities Commission ("PUC") requesting its order providing for the installation of the proposed improvements. Local Agency shall not proceed with that part of the Work before obtaining the PUC's order. Local Agency shall also establish contact with the railroad company involved for the purpose of complying with applicable provisions of 23 C.F.R. 646, subpart B, concerning federal - aid projects involving railroad facilities, and: a. Execute an agreement with the railroad company setting out what work is to be accomplished and the location(s) thereof, and which costs shall be eligible for federal participation. b. Obtain the railroad's detailed estimate of the cost of the Work. c. Establish future maintenance responsibilities for the proposed installation. d. Proscribe in the agreement the future use or dispositions of the proposed improvements in the event of abandonment or elimination of a grade crossing. e. Establish future repair and/or replacement responsibilities, as between the railroad company and the Local Agency, in the event of accidental destruction or damage to the installation. vii. Environmental Obligations Local Agency shall perform all Work in accordance with the requirements of current federal and State environmental regulations, including the National Environmental Policy Act of 1969 (NEPA) as applicable. viii. Maintenance Obligations Local Agency shall maintain and operate the Work constructed under this Agreement at its own cost and expense during their useful life, in a manner satisfactory to the State and FHWA. Local Agency shall conduct such maintenance and operations in accordance with all applicable statutes, ordinances, and regulations pertaining to maintaining such improvements. The State and FHWA may make periodic inspections to verify that such improvements are being adequately maintained. ix. Monitoring Obligations Local Agency shall respond in a timely manner to and participate fully with the monitoring activities described in §7.F.vi. B. State's Commitments i. The State will perform a final project inspection of the Work as a quality control/assurance activity. When all Work has been satisfactorily completed, the State will sign the FHWA Form 1212. ii. Notwithstanding any consents or approvals given by the State for the Plans, the State shall not be liable or responsible in any manner for the structural design, details or construction of any Work constituting major structures designed by, or that are the responsibility of, Local Agency, as identified in Exhibit E. 7. PAYMENTS A. Maximum Amount Payments to Local Agency are limited to the unpaid, obligated balance of the Agreement Funds set forth in Exhibit C. The State shall not pay Local Agency any amount under this Agreement that exceeds the Agreement Maximum set forth in Exhibit C. B. Payment Procedures i. Invoices and Payment Document Builder Generated Page 9 of 25 Rev 12/09/2016 OLA #: 33I002058 Routing #: 20-HA4-XC-00063 a. The State shall pay Local Agency in the amounts and in accordance with conditions set forth in Exhibit C. b. Local Agency shall initiate payment requests by invoice to the State, in a form and manner approved by the State. c. The State shall pay each invoice within 45 days following the State's receipt of that invoice, so long as the amount invoiced correctly represents Work completed by Local Agency and previously accepted by the State during the term that the invoice covers. If the State determines that the amount of any invoice is not correct, then Local Agency shall make all changes necessary to correct that invoice. d. The acceptance of an invoice shall not constitute acceptance of any Work performed or deliverables provided under the Agreement. ii. Interest Amounts not paid by the State within 45 days after the State's acceptance of the invoice shall bear interest on the unpaid balance beginning on the 46th day at the rate of 1% per month, as required by §24-30-202(24)(a), C.R.S., until paid in full; provided, however, that interest shall not accrue on unpaid amounts that the State disputes in writing. Local Agency shall invoice the State separately for accrued interest on delinquent amounts, and the invoice shall reference the delinquent payment, the number of days interest to be paid and the interest rate. iii. Payment Disputes If Local Agency disputes any calculation, determination, or amount of any payment, Local Agency shall notify the State in writing of its dispute within 30 days following the earlier to occur of Local Agency's receipt of the payment or notification of the determination or calculation of the payment by the State. The State will review the information presented by Local Agency and may make changes to its determination based on this review. The calculation, determination, or payment amount that results from the State's review shall not be subject to additional dispute under this subsection. No payment subject to a dispute under this subsection shall be due until after the State has concluded its review, and the State shall not pay any interest on any amount during the period it is subject to dispute under this subsection. iv. Available Funds -Contingency -Termination The State is prohibited by law from making commitments beyond the term of the current State Fiscal Year. Payment to Local Agency beyond the current State Fiscal Year is contingent on the appropriation and continuing availability of Agreement Funds in any subsequent year (as provided in the Colorado Special Provisions). If federal funds or funds from any other non -State funds constitute all or some of the Agreement Funds, the State's obligation to pay Local Agency shall be contingent upon such non -State funding continuing to be made available for payment. Payments to be made pursuant to this Agreement shall be made only from Agreement Funds, and the State's liability for such payments shall be limited to the amount remaining of such Agreement Funds. If State, federal or other funds are not appropriated, or otherwise become unavailable to fund this Agreement, the State may, upon written notice, terminate this Agreement, in whole or in part, without incurring further liability. The State shall, however, remain obligated to pay for Services and Goods that are delivered and accepted prior to the effective date of notice of termination, and this termination shall otherwise be treated as if this•Agreement were terminated in the public interest as described in §2.C v. Erroneous Payments The State may recover, at the State's discretion, payments made to Local Agency in error for any reason, including, but not limited to, overpayments or improper payments, and unexpended or excess funds received by Local Agency. The State may recover such payments by deduction from subsequent payments under this Agreement, deduction from any payment due under any other contracts, grants or agreements between the State and Local Agency, or by any other appropriate method for collecting debts owed to the State. The close out of a Federal Award does not affect the right of FH WA or the State to disallow costs and recover funds on the basis of a later audit or other review. Any cost disallowance recovery is to be made within the Record Retention Period (as Document Builder Generated Page 10 of 25 Rev 12/09/2016 OLA #: 33100205S Routing # 20-HA4-XC-00063 defined below in §9.A.). C. Matching Funds Local Agency shall provide matching funds as provided in §7.A. and Exhibit C. Local Agency shall have raised the full amount of matching funds prior to the Effective Date and shall report to the State regarding the status of such funds upon request. Local Agency's obligation to pay all or any part of any matching funds, whether direct or contingent, only extend to funds duly and lawfully appropriated for the purposes of this Agreement by the authorized representatives of Local Agency and paid into Local Agency's treasury. Local Agency represents to the State that the amount designated "Local Agency Matching Funds" in Exhibit C has been legally appropriated for the purpose of this Agreement by its authorized representatives and paid into its treasury. Local Agency may evidence such obligation by an appropriate ordinance/resolution or other authority letter expressly authorizing Local Agency to enter into this Agreement and to expend its match share of the Work. A copy of any such ordinance/resolution or authority letter is attached hereto as Exhibit D. Local Agency does not by this Agreement irrevocably pledge present cash reserves for payments in future fiscal years, and this Agreement is not intended to create a multiple -fiscal year debt of Local Agency. Local Agency shall not pay or be liable for any claimed interest, late charges, fees, taxes, or penalties of any nature, except as required by Local Agency's laws or policies. D. Reimbursement of Local Agency Costs The State shall reimburse Local Agency's allowable costs, not exceeding the maximum total amount described in Exhibit C and §7. The applicable principles described in 2 C.F.R. Part 200 shall govern the State's obligation to reimburse all costs incurred by Local Agency and submitted to the State for reimbursement hereunder, and Local Agency shall comply with all such principles. The State shall reimburse Local Agency for the federal -aid share of properly documented costs related to the Work after review and approval thereof, subject to the provisions of this Agreement and Exhibit C. Local Agency costs for Work performed prior to the Effective Date shall not be reimbursed absent specific allowance of pre -award costs and indication that the Federal Award funding is retroactive. Local Agency costs for Work performed after any Performance Period End Date for a respective phase of the Work, is not reimbursable. Allowable costs shall be: i. Reasonable and necessary to accomplish the Work and for the Goods and Services provided. ii. Actual net cost to Local Agency (i.e. the price paid minus any items of value received by Local Agency that reduce the cost actually incurred). E. Unilateral Modification of Agreement Funds Budget by State Option Letter The State may, at its discretion, issue an "Option Letter" to Local Agency to add or modify Work phases in the Work schedule in Exhibit C if such modifications do not increase total budgeted Agreement Funds. Such Option Letters shall amend and update Exhibit C, Sections 2 or 4 of the Table, and sub- sections B and C of the Exhibit C. Option Letters shall not be deemed valid until signed by the State Controller or an authorized delegate. Modification of Exhibit C by unilateral Option Letter is permitted only in the specific scenarios listed below. The State will exercise such options by providing Local Agency a fully executed Option Letter, in a form substantially equivalent to Exhibit B. Such Option Letters will be incorporated into this Agreement. i Option to Begin a Phase and/or Increase or Decrease the Encumbrance Amount The State may require by Option Letter that Local Agency begin a new Work phase that may include Design, Construction, Environmental, Utilities, ROW Incidentals or Miscellaneous Work (but may not include Right of Way Acquisition/Relocation or Railroads) as detailed in Exhibit A. Such Option Letters may not modify the other terms and conditions stated in this Agreement, and must decrease the amount budgeted and encumbered for one or more other Work phases so that the total amount of budgeted Agreement Funds remains the same. The State may also issue a unilateral Option Letter to simultaneously increase and decrease the total encumbrance amount of two or more existing Work phases, as long as the total amount of budgeted Agreement Funds remains the same, replacing the original Agreement Funding exhibit (Exhibit C) with an updated Exhibit C-1 (with subsequent exhibits labeled C-2, C-3, etc.). ii. Option to Transfer Funds from One Phase to Another Phase. Document Builder Generated Page 11 of 25 Rev 12/09/2016 OLA #: 331002058 Routing #: 20-HA4-XC-00063 The State may require or permit Local Agency to transfer Agreement Funds from one Work phase (Design, Construction, Environmental, Utilities, ROW Incidentals or Miscellaneous) to another phase as a result of changes to State, federal, and local match funding. In such case, the original funding exhibit (Exhibit C) will be replaced with an updated Exhibit C-1 (with subsequent exhibits labeled C-2, C-3, etc.) attached to the Option Letter. The Agreement Funds transferred from one Work phase to another are subject to the same terms and conditions stated in the original Agreement with the total budgeted Agreement Funds remaining the same. The State may unilaterally exercise this option by providing a fully executed Option Letter to Local Agency within thirty (30) days before the initial targeted start date of the Work phase, in a form substantially equivalent to Exhibit B. iii. Option to Exercise Options i and ii. The State may require Local Agency to add a Work phase as detailed in Exhibit A, and encumber and transfer Agreement Funds from one Work phase to another. The original funding exhibit (Exhibit C) in the original Agreement will be replaced with an updated Exhibit C-1 (with subsequent exhibits labeled C-2, C-3, etc.) attached to the Option Letter. The addition of a Work phase and encumbrance and transfer of Agreement Funds are subject to the same terms and conditions stated in the original Agreement with the total budgeted Agreement Funds remaining the same. The State may unilaterally exercise this option by providing a fully executed Option Letter to Local Agency within 30 days before the initial targeted start date of the Work phase, in a form substantially equivalent to Exhibit B. iv. Option to Update a Work Phase Performance Period and/or modify information required under the OMB Uniform Guidance, as outlined in Exhibit C. The State may update any information contained in Exhibit C, Sections 2 and 4 of the Table, and sub -sections B and C of the Exhibit C. F. Accounting Local Agency shall establish and maintain accounting systems in accordance with generally accepted accounting standards (a separate set of accounts, or as a separate and integral part of its current accounting scheme). Such accounting systems shall, at a minimum, provide as follows: i. Local Agency Performing the Work If Local Agency is performing the Work, it shall document all allowable costs, including any approved Services contributed by Local Agency or subcontractors, using payrolls, time records, invoices, contracts, vouchers, and other applicable records. ii. Local Agency -Checks or Draws Checks issued or draws made by Local Agency shall be made or drawn against properly signed vouchers detailing the purpose thereof. Local Agency shall keep on file all checks, payrolls, invoices, contracts, vouchers, orders, and other accounting documents in the office of Local Agency, clearly identified, readily accessible, and to the extent feasible, separate and apart from all other Work documents. iii. State -Administrative Services The State may perform any necessary administrative support services required hereunder. Local Agency shall reimburse the State for the costs of any such services from the budgeted Agreement Funds as provided for in Exhibit C. If FHWA Agreement Funds arc or become unavailable, or if Local Agency terminates this Agreement prior to the Work being approved by the State or otherwise completed, then all actual incurred costs of such services and assistance provided by the State shall be reimbursed to the State by Local Agency at its sole expense. iv. Local Agency -Invoices Local Agency's invoices shall describe in detail the reimbursable costs incurred by Local Agency for which it seeks reimbursement, the dates such costs were incurred and the amounts thereof, and Local Agency shall not submit more than one invoice per month. v. Invoicing Within 60 Days Document Builder Generated Page 12 of 25 Rev 12/09/2016 OLA #: 331002058 Routing #: 20-HA4-XC-00063 The State shall not be liable to reimburse Local Agency for any costs invoiced more than 60 days after the date on which the costs were incurred, including costs included in Local Agency's final invoice. The State may withhold final payment to Local Agency at the State's sole discretion until completion of final audit. Any costs incurred by Local Agency that are not allowable under 2 C.F.R. Part 200 shall be Local Agency's responsibility, and the State will deduct such disallowed costs from any payments due to Local Agency. The State will not reimburse costs for Work performed after the Performance Period End Date for a respective Work phase. The State will not reimburse costs for Work performed prior to Performance Period End Date, but for which an invoice is received more than 60 days after the Performance Period End Date. vi. Risk Assessment & Monitoring Pursuant to 2 C.F.R. 200.331(b), — CDOT will evaluate Local Agency's risk of noncompliance with federal statutes, regulations, and terms and conditions of this Agreement. Local Agency shall complete a Risk Assessment Form (Exhibit L) when that may be requested by CDOT. The risk assessment is a quantitative and/or qualitative determination of the potential for Local Agency's non-compliance with the requirements of the Federal Award. The risk assessment will evaluate some or all of the following factors: 1. Experience: Factors associated with the experience and history of the Subrecipient with the same or similar Federal Awards or grants. 2. Monitoring/Audit: Factors associated with the results of the Subrecipient's previous audits or monitoring visits, including those performed by the Federal Awarding Agency, when the Subrecipient also receives direct federal funding. Include audit results if Subrecipient receives single audit, where the specific award being assessed was selected as a major program. 3. Operation: Factors associated with the significant aspects of the Subrecipient's operations, in which failure could impact the Subrecipient's ability to perform and account for the contracted goods or services. 4. Financial: Factors associated with the Subrecipient's financial stability and ability to comply with financial requirements of the Federal Award. 5. Internal Controls: Factors associated with safeguarding assets and resources, deterring and detecting errors, fraud and theft, ensuring accuracy and completeness of accounting data, producing reliable and timely financial and management information, and ensuring adherence to its policies and plans. 6. Impact: Factors associated with the potential impact of a Subrecipient's non-compliance to the overall success of the program objectives. 7. Program Management: Factors associated with processes to manage critical personnel, approved written procedures, and knowledge of rules and regulations regarding federal -aid projects. Following Local Agency's completion of the Risk Assessment Tool (Exhibit L), CDOT will determine the level of monitoring it will apply to Local Agency's performance of the Work. This risk assessment may be re-evaluated after CDOT begins performing monitoring activities. G. Close Out Local Agency shall close out this Award within 90 days after the Final Phase Performance End Date. Close out requires Local Agency's submission to the State of all deliverables defined in this Agreement, and Local Agency's final reimbursement request or invoice. The State will withhold 5% of allowable costs until all final documentation has been submitted and accepted by the State as substantially complete. If FHWA has not closed this Federal Award within 1 year and 90 days after the Final Phase Performance End Date due to Local Agency's failure to submit required documentation, then Local Agency may be prohibited from applying for new Federal Awards through the State until such documentation is submitted and accepted. 8. REPORTING - NOTIFICATION A. Quarterly Reports In addition to any reports required pursuant to §19 or pursuant to any exhibit, for any contract having a term longer than 3 months, Local Agency shall submit, on a quarterly basis, a written report specifying Document Builder Generated Page 13 of 25 Rev. 12/09/2016 OLA #: 331002058 Routing # 20-HA4-XC-00063 progress made for each specified performance measure and standard in this Agreement. Such progress report shall be in accordance with the procedures developed and prescribed by the State. Progress reports shall be submitted to the State not later than five (5) Business Days following the end of each calendar quarter or at such time as otherwise specified by the State. B. Litigation Reporting If Local Agency is served with a pleading or other document in connection with an action before a court or other administrative decision making body, and such pleading or document relates to this Agreement or may affect Local Agency's ability to perform its obligations under this Agreement, Local Agency shall, within 10 days after being served, notify the State of such action and deliver copies of such pleading or document to the State's principal representative identified in §16. C. Performance and Final Status Local Agency shall submit all financial, performance and other reports to the State no later than 60 calendar days after the Final Phase Performance End Date or sooner termination of this Agreement, containing an Evaluation of Subrecipient's performance and the final status of Subrecipient's obligations hereunder. D. Violations Reporting Local Agency must disclose, in a timely manner, in writing to the State and FHW A, all violations of federal or State criminal law involving fraud, bribery, or gratuity violations potentially affecting the Federal Award. Penalties for noncompliance may include suspension or debarment (2 CFR Part 180 and 31 U.S.C. 3321). 9. LOCAL AGENCY RECORDS A. Maintenance Local Agency shall make, keep, maintain, and allow inspection and monitoring by the State of a complete file of all records, documents, communications, notes and other written materials, electronic media files, and communications, pertaining in any manner to the Work or the delivery of Services (including, but not limited to the operation of programs) or Goods hereunder. Local Agency shall maintain such records for a period (the "Record Retention Period") of three years following the date of submission to the State of the final expenditure report, or if this Award is renewed quarterly or annually, from the date of the submission of each quarterly or annual report, respectively. If any litigation, claim, or audit related to this Award starts before expiration of the Record Retention Period, the Record Retention Period shall extend until all litigation, claims, or audit findings have been resolved and final action taken by the State or Federal Awarding Agency. The Federal Awarding Agency, a cognizant agency for audit, oversight or indirect costs, and the State, may notify Local Agency in writing that the Record Retention Period shall be extended. For records for real property and equipment, the Record Retention Period shall extend three years following final disposition of such property. B. Inspection Local Agency shall permit the State to audit, inspect, examine, excerpt, copy, and transcribe Local Agency Records during the Record Retention Period. Local Agency shall make Local Agency Records available during normal business hours at Local Agency's office or place of business, or at other mutually agreed upon times or locations, upon no fewer than 2 Business Days' notice from the State, unless the State determines that a shorter period of notice, or no notice, is necessary to protect the interests of the State. C. Monitoring The State will monitor Local Agency's performance of its obligations under this Agreement using procedures as determined by the State. The State shall monitor Local Agency's performance in a manner that does not unduly interfere with Local Agency's performance of the Work. D. Final Audit Report Local Agency shall promptly submit to the State a copy of any final audit report of an audit performed on Local Agency's records that relates to or affects this Agreement or the Work, whether the audit is Document Builder Generated Page 14 of 25 Rev 12/09/2016 OLA #: 331002058 Routing 8: 20-HA4-XC-00063 conducted by Local Agency or a third party. 10. CONFIDENTIAL INFORMATION -STATE RECORDS A. Confidentiality Local Agency shall hold and maintain, and cause all Subcontractors to hold and maintain, any and all State Records that the State provides or makes available to Local Agency for the sole and exclusive benefit of the State, unless those State Records are otherwise publicly available at the time of disclosure or are subject to disclosure by Local Agency under CORA. Local Agency shall not, without prior written approval of the State, use for Local Agency's own benefit, publish, copy, or otherwise disclose to any third party, or permit the use by any third party for its benefit or to the detriment of the State, any State Records, except as otherwise stated in this Agreement. Local Agency shall provide for the security of all State Confidential Information in accordance with all policies promulgated by the Colorado Office of Information Security and all applicable laws, rules, policies, publications, and guidelines. Local Agency shall immediately forward any request or demand for State Records to the State's principal representative. B. Other Entity Access and Nondisclosure Agreements Local Agency may provide State Records to its agents, employees, assigns and Subcontractors as necessary to perform the Work, but shall restrict access to State Confidential Information to those agents, employees, assigns and Subcontractors who require access to perform their obligations under this Agreement. Local Agency shall ensure all such agents, employees, assigns, and Subcontractors sign nondisclosure agreements with provisions at least as protective as those in this Agreement, and that the nondisclosure agreements are in force at all times the agent, employee, assign or Subcontractor has access to any State Confidential Information. Local Agency shall provide copies of those signed nondisclosure agreements to the State upon request. C. Use, Security, and Retention Local Agency shall use, hold and maintain State Confidential Information in compliance with any and all applicable laws and regulations in facilities located within the United States, and shall maintain a secure environment that ensures confidentiality of all State Confidential Information wherever located. Local Agency shall provide the State with access, subject to Local Agency's reasonable security requirements, for purposes of inspecting and monitoring access and use of State Confidential Information and evaluating security control effectiveness. Upon the expiration or termination of this Agreement, Local Agency shall return State Records provided to Local Agency or destroy such State Records and certify to the State that it has done so, as directed by the State. If Local Agency is prevented by law or regulation from returning or destroying State Confidential Information, Local Agency warrants it will guarantee the confidentiality of, and cease to use, such State Confidential Information. D. Incident Notice and Remediation If Local Agency becomes aware of any Incident, it shall notify the State immediately and cooperate with the State regarding recovery, remediation, and the necessity to involve law enforcement, as determined by the State. Unless Local Agency can establish that none of Local Agency or any of its agents, employees, assigns or Subcontractors are the cause or source of the Incident, Local Agency shall be responsible for the cost of notifying each person who may have been impacted by the Incident. After an Incident, Local Agency shall take steps to reduce the risk of incurring a similar type of Incident in the future as directed by the State, which may include, but is not limited to, developing and implementing a remediation plan that is approved by the State at no additional cost to the State. 11. CONFLICT OF INTEREST A. Actual Conflicts of Interest Local Agency shall not engage in any business or activities, or maintain any relationships that conflict in any way with the full performance of the obligations of Local Agency under this Agreement. Such a conflict of interest would arise when a Local Agency or Subcontractor's employee, officer or agent were to offer or provide any tangible personal benefit to an employee of the State, or any member of his or her immediate family or his or her partner, related to the award of, entry into or management or oversight of this Agreement. Officers, employees and agents of Local Agency may neither solicit nor accept gratuities, favors or anything of monetary value from contractors or parties to subcontracts. Document Builder Generated Page 15 of 25 Rev 12/09/2016 OLA #: 331002058 Routing #: 20-HA4-XC-00063 B. Apparent Conflicts of Interest Local Agency acknowledges that, with respect to this Agreement, even the appearance of a conflict of interest shall be harmful to the State's interests. Absent the State's prior written approval, Local Agency shall refrain from any practices, activities or relationships that reasonably appear to be in conflict with the full performance of Local Agency's obligations under this Agreement. C. Disclosure to the State If a conflict or the appearance of a conflict arises, or if Local Agency is uncertain whether a conflict or the appearance of a conflict has arisen, Local Agency shall submit to the State a disclosure statement setting forth the relevant details for the State's consideration. Failure to promptly submit a disclosure statement or to follow the State's direction in regard to the actual or apparent conflict constitutes a breach of this Agreement. 12. INSURANCE Local Agency shall obtain and maintain, and ensure that each Subcontractor shall obtain and maintain, insurance as specified in this section at all times during the term of this Agreement. All insurance policies required by this Agreement that are not provided through self-insurance shall be issued by insurance companies with an AM Best rating of A -VIII or better. A. Local Agency Insurance Local Agency is a "public entity" within the meaning of the Colorado Governmental Immunity Act, §24- 10-101, et seq., C.R.S. (the "GIA") and shall maintain at all times during the term of this Agreement such liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under the GIA. B. Subcontractor Requirements Local Agency shall ensure that each Subcontractor that is a public entity within the meaning of the GIA, maintains at all times during the terms of this Agreement, such liability insurance, by commercial policy or self-insurance, as is necessary to meet the Subcontractor's obligations under the GIA. Local Agency shall ensure that each Subcontractor that is not a public entity within the meaning of the GIA, maintains at all times during the terms of this Agreement all of the following insurance policies: i. Workers' Compensation Workers' compensation insurance as required by state statute, and employers' liability insurance covering all Local Agency or Subcontractor employees acting within the course and scope of their employment. ii. General Liability Commercial general liability insurance written on an Insurance Services Office occurrence form, covering premises operations, fire damage, independent contractors, products and completed operations, blanket contractual liability, personal injury, and advertising liability with minimum limits as follows: a. $1,000,000 each occurrence; b. $1,000,000 general aggregate; c. $1,000,000 products and completed operations aggregate; and d. $50,000 any l fire. iii. Automobile Liability Automobile liability insurance covering any auto (including owned, hired and non -owned autos) with a minimum limit of $1,000,000 each accident combined single limit. iv. Protected Information Liability insurance covering all loss of State Confidential Information, such as PII, PHI, PCI, Tax Information, and CJI, and claims based on alleged violations of privacy rights through improper use or disclosure of protected information with minimum limits as follows: Document Builder Generated Pagc 16 of 25 Rev 12/09/2016 OLA #: 33 W02058 Routing #: 20-11A4-XC-00063 a. $1,000,000 each occurrence; and b. $2,000,000 general aggregate. v. Professional Liability Insurance Professional liability insurance covering any damages caused by an error, omission or any negligent act with minimum limits as follows: a. $1,000,000 each occurrence; and b. $1,000,000 general aggregate. vi. Crime Insurance Crime insurance including employee dishonesty coverage with minimum limits as follows: a. $1,000,000 each occurrence; and b. $1,000,000 general aggregate. C. Additional Insured The State shall be named as additional insured on all commercial general liability policies (leases and construction contracts require additional insured coverage for completed operations) required of Local Agency and Subcontractors. In the event of cancellation of any commercial general liability policy, the carrier shall provide at least 10 days prior written notice to CDOT. D. Primacy of Coverage Coverage required of Local Agency and each Subcontractor shall be primary over any insurance or self- insurance program carried by Local Agency or the State. E. Cancellation All commercial insurance policies shall include provisions preventing cancellation or non -renewal, except for cancellation based on non-payment of premiums, without at least 30 days prior notice to Local Agency and Local Agency shall forward such notice to the State in accordance with §16 within 7 days of Local Agency's receipt of such notice. F. Subrogation Waiver All commercial insurance policies secured or maintained by Local Agency or its Subcontractors in relation to this Agreement shall include clauses stating that each carrier shall waive all rights of recovery under subrogation or otherwise against Local Agency or the State, its agencies, institutions, organizations, officers, agents, employees, and volunteers. G. Certificates For each commercial insurance plan provided by Local Agency under this Agreement, Local Agency shall provide to the State certificates evidencing Local Agency's insurance coverage required in this Agreement within 7 Business Days following the Effective Date. Local Agency shall provide to the State certificates evidencing Subcontractor insurance coverage required under this Agreement within 7 Business Days following the Effective Date, except that, if Local Agency's subcontract is not in effect as of the Effective Date, Local Agency shall provide to the State certificates showing Subcontractor insurance coverage required under this Agreement within 7 Business Days following Local Agency's execution of the subcontract. No later than 15 days before the expiration date of Local Agency's or any Subcontractor's coverage, Local Agency shall deliver to the State certificates of insurance evidencing renewals of coverage. At any other time during the term of this Agreement, upon request by the State, Local Agency shall, within 7 Business Days following the request by the State, supply to the State evidence satisfactory to the State of compliance with the provisions of this §12. 13. BREACH A. Defined The failure of a Party to perform any of its obligations in accordance with this Agreement, in whole or in part or in a timely or satisfactory manner, shall be a breach. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Local Agency, or the appointment of a receiver or similar officer for Local Agency or any of its property, which is not vacated or fully Document Builder Generated Page 17 of 25 Rev 12/09/2016 OLA #: 331002058 Routing #: 20-14A4-XC-00063 stayed within 30 days after the institution of such proceeding, shall also constitute a breach. B. Notice and Cure Period In the event of a breach, the aggrieved Party shall give written notice of breach to the other Party. If the notified Party does not cure the breach, at its sole expense, within 30 days after the delivery of written notice, the Party may exercise any of the remedies as described in §14 for that Party. Notwithstanding any provision of this Agreement to the contrary, the State, in its discretion, need not provide notice or a cure period and may immediately terminate this Agreement in whole or in part or institute any other remedy in the Agreement in order to protect the public interest of the State. 14. REMEDIES A. State's Remedies If Local Agency is in breach under any provision of this Agreement and fails to cure such breach, the State, following the notice and cure period set forth in §13.B, shall have all of the remedies listed in this §14.A. in addition to all other remedies set forth in this Agreement or at law. The State may exercise any or all of the remedies available to it, in its discretion, concurrently or consecutively. i. Termination for Breach In the event of Local Agency's uncured breach, the State may terminate this entire Agreement or any part of this Agreement. Local Agency shall continue performance of this Agreement to the extent not terminated, if any. a. Obligations and Rights To the extent specified in any termination notice, Local Agency shall not incur further obligations or render further performance past the effective date of such notice, and shall terminate outstanding orders and subcontracts with third parties. However, Local Agency shall complete and deliver to the State all Work not cancelled by the termination notice, and may incur obligations as necessary to do so within this Agreement's terms. At the request of the State, Local Agency shall assign to the State all of Local Agency's rights, title, and interest in and to such terminated orders or subcontracts. Upon termination, Local Agency shall take timely, reasonable and necessary action to protect and preserve property in the possession of Local Agency but in which the State has an interest. At the State's request, Local Agency shall return materials owned by the State in Local Agency's possession at the time of any termination. Local Agency shall deliver all completed Work Product and all Work Product that was in the process of completion to the State at the State's request. b. Payments Notwithstanding anything to the contrary, the State shall only pay Local Agency for accepted Work received as of the date of termination. If, after termination by the State, the State agrees that Local Agency was not in breach or that Local Agency's action or inaction was excusable, such termination shall be treated as a termination in the public interest, and the rights and obligations of the Parties shall be as if this Agreement had been terminated in the public interest under §2.C. c. Damages and Withholding Notwithstanding any other remedial action by the State, Local Agency shall remain liable to the State for any damages sustained by the State in connection with any breach by Local Agency, and the State may withhold payment to Local Agency for the purpose of mitigating the State's damages until such time as the exact amount of damages due to the State from Local Agency is determined. The State may withhold any amount that may be due Local Agency as the State deems necessary to protect the State against loss including, without limitation, loss as a result of outstanding liens and excess costs incurred by the State in procuring from third parties replacement Work as cover. ii. Remedies Not Involving Termination The State, in its discretion, may exercise one or more of the following additional remedies: a. Suspend Performance Suspend Local Agency's performance with respect to all or any portion of the Work pending Document Builder Generated Page 18 of 25 Rev 12/09/2016 OLA # 331002058 Routing #: 20-HA4-XC-00063 corrective action as specified by the State without entitling Local Agency to an adjustment in price or cost or an adjustment in the performance schedule. Local Agency shall promptly cease performing Work and incurring costs in accordance with the State's directive, and the State shall not be liable for costs incurred by Local Agency after the suspension of performance. b. Withhold Payment Withhold payment to Local Agency until Local Agency corrects its Work. c. Deny Payment Deny payment for Work not performed, or that due to Local Agency's actions or inactions, cannot be performed or if they were performed are reasonably of no value to the state; provided, that any denial of payment shall be equal to the value of the obligations not performed. d. Removal Demand immediate removal from the Work of any of Local Agency's employees, agents, or Subcontractors from the Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this Agreement is deemed by the State to be contrary to the public interest or the State's best interest. e. Intellectual Property If any Work infringes a patent, copyright, trademark, trade secret, or other intellectual property right, Local Agency shall, as approved by the State (a) secure that right to use such Work for the State or Local Agency; (b) replace the Work with noninfringing Work or modify the Work so that it becomes noninfringing; or, (c) remove any infringing Work and refund the amount paid for such Work to the State. B. Local Agency's Remedies If the State is in breach of any provision of this Agreement and does not cure such breach, Local Agency, following the notice and cure period in §13.B and the dispute resolution process in §15 shall have all remedies available at law and equity. 15. DISPUTE RESOLUTION A. Initial Resolution Except as herein specifically provided otherwise, disputes concerning the performance of this Agreement which cannot be resolved by the designated Agreement representatives shall be referred in writing to a senior departmental management staff member designated by the State and a senior manager designated by Local Agency for resolution. B. Resolution of Controversies If the initial resolution described in §15.A fails to resolve the dispute within 10 Business Days, Contractor shall submit any alleged breach of this Contract by the State to the Procurement Official of CDOT as described in §24-101-301(30), C.R.S. for resolution in accordance with the provisions of §§24- 106 -109,24-109-101.1,24-109-101.5,24-109-106,24-109-107,24-109-201 through 24-109-206, and 24-109-501 through 24-109-505, C.R.S., (the "Resolution Statutes"), except that if Contractor wishes to challenge any decision rendered by the Procurement Official, Contractor's challenge shall be an appeal to the executive director of the Department of Personnel and Administration, or their delegate, under the Resolution Statutes before Contractor pursues any further action as permitted by such statutes. Except as otherwise stated in this Section, all requirements of the Resolution Statutes shall apply including, without limitation, time limitations. 16. NOTICES AND REPRESENTATIVES Each individual identified below shall be the principal representative of the designating Party. All notices required or permitted to be given under this Agreement shall be in writing, and shall be delivered (i) by hand with receipt required, (ii) by certified or registered mail to such Party's principal representative at the address set forth below or (iii) as an email with read receipt requested to the principal representative at the email address, if any, set forth below. If a Party delivers a notice to another through email and the email is undeliverable, then, unless the Party has been provided with an alternate email contact, the Party delivering the notice shall deliver the notice by hand with receipt required or by certified or registered mail to such Party's principal representative at the address set forth below. Either Party may change its principal representative or principal representative Document Builder Generated Page 19 of 25 Rev. 12/09/2016 OLA #: 331002058 Routing # 20-11A4-XC-00063 contact information by notice submitted in accordance with this §16 without a formal amendment to this Agreement. Unless otherwise provided in this Agreement, notices shall be effective upon delivery of the written notice. For the State Colorado Department of Transportation (CDOT) Jake Schuch, Project Manager CDOT R-4 Traffic 10601 W. 10th St. Greeley, CO 80634 970-350-2205 jake.schuch@state.co.us For the Local Agency WELD COUNTY GOVERNMENT Dawn Anderson, Weld County Public Works 11 l l H Street PO Box 758 Greeley, CO 80632-0758 970-400-3736 dranderson@weldgov.com 17. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION A. Work Product Local Agency assigns to the State and its successors and assigns, the entire right, title, and interest in and to all causes of action, either in law or in equity, for past, present, or future infringement of intellectual property rights related to the Work Product and all works based on, derived from, or incorporating the Work Product. Whether or not Local Agency is under contract with the State at the time, Local Agency shall execute applications, assignments, and other documents, and shall render all other reasonable assistance requested by the State, to enable the State to secure patents, copyrights, licenses and other intellectual property rights related to the Work Product. The Parties intend the Work Product to be works made for hire. i. Copyrights To the extent that the Work Product (or any portion of the Work Product) would not be considered works made for hire under applicable law, Local Agency hereby assigns to the State, the entire right, title, and interest in and to copyrights in all Work Product and all works based upon, derived from, or incorporating the Work Product; all copyright applications, registrations, extensions, or renewals relating to all Work Product and all works based upon, derived from, or incorporating the Work Product; and all moral rights or similar rights with respect to the Work Product throughout the world. To the extent that Local Agency cannot make any of the assignments required by this section, Local Agency hereby grants to the State a perpetual, irrevocable, royalty -free license to use, modify, copy, publish, display, perform, transfer, distribute, sell, and create derivative works of the Work Product and all works based upon, derived from, or incorporating the Work Product by all means and methods and in any format now known or invented in the future. The State may assign and license its rights under this license. ii. Patents In addition, Local Agency grants to the State (and to recipients of Work Product distributed by or on behalf of the State) a perpetual, worldwide, no -charge, royalty -free, irrevocable patent license to make, have made, use, distribute, sell, offer for sale, import, transfer, and otherwise utilize, operate, modify and propagate the contents of the Work Product. Such license applies only to those patent claims licensable by Local Agency that are necessarily infringed by the Work Product alone, or by the combination of the Work Product with anything else used by the State. Document Builder Generated Page 20 of 25 Rev 12/09/2016 OLA #. 331002058 Routing # 20-HA4-XC-00063 B. Exclusive Property of the State Except to the extent specifically provided elsewhere in this Agreement, any pre-existing State Records, State software, research, reports, studies, photographs, negatives, or other documents, drawings, models, materials, data, and information shall be the exclusive property of the State (collectively, "State Materials"). Local Agency shall not use, willingly allow, cause or permit Work Product or State Materials to be used for any purpose other than the performance of Local Agency's obligations in this Agreement without the prior written consent of the State. Upon termination of this Agreement for any reason, Local Agency shall provide all Work Product and State Materials to the State in a form and manner as directed by the State. 18. GOVERNMENTAL IMMUNITY Liability for claims for injuries to persons or property arising from the negligence of the Parties, their departments, boards, commissions committees, bureaus, offices, employees and officials shall be controlled and limited by the provisions of the GIA; the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the State's risk management statutes, §§24-30-1501, et seq. C.R.S. 19. STATEWIDE CONTRACT MANAGEMENT SYSTEM If the maximum amount payable to Local Agency under this Agreement is $100,000 or greater, either on the Effective Date or at anytime thereafter, this §19 shall apply. Local Agency agrees to be governed by and comply with the provisions of §24-102-205, §24-IO2-206, §24-103-601, §24-103.5-101 and §24-105-102 C.R.S. regarding the monitoring of vendor performance and the reporting of contract performance information in the State's contract management system ("Contract Management System" or "CMS"). Local Agency's performance shall be subject to evaluation and review in accordance with the terms and conditions of this Agreement, Colorado statutes governing CMS, and State Fiscal Rules and State Controller policies. 20. GENERAL PROVISIONS A. Assignment Local Agency's rights and obligations under this Agreement are personal and may not be transferred or assigned without the prior, written consent of the State. Any attempt at assignment or transfer without such consent shall be void. Any assignment or transfer of Local Agency's rights and obligations approved by the State shall be subject to the provisions of this Agreement B. Subcontracts Local Agency shall not enter into any subcontract in connection with its obligations under this Agreement without the prior, written approval of the State. Local Agency shall submit to the State a copy of each such subcontract upon request by the State. All subcontracts entered into by Local Agency in connection with this Agreement shall comply with all applicable federal and state laws and regulations, shall provide that they are governed by the laws of the State of Colorado, and shall be subject to all provisions of this Agreement. C. Binding Effect Except as otherwise provided in §20.A. all provisions of this Agreement, including the benefits and burdens, shall extend to and be binding upon the Parties' respective successors and assigns. D. Authority Each Party represents and warrants to the other that the execution and delivery of this Agreement and the performance of such Party's obligations have been duly authorized. E. Captions and References The captions and headings in this Agreement are for convenience of reference only, and shall not be used to interpret, define, or limit its provisions. All references in this Agreement to sections (whether spelled out or using the § symbol), subsections, exhibits or other attachments, are references to sections, subsections, exhibits or other attachments contained herein or incorporated as a part hereof, unless otherwise noted. F. Counterparts This Agreement may be executed in multiple, identical, original counterparts, each of which shall be Document Builder Generated Page 21 of 25 Rev 12/09/2016 OLA#: 331002058 Routing #: 20-HA4-XC-00063 deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. G. Entire Understanding This Agreement represents the complete integration of all understandings between the Parties related to the Work, and all prior representations and understandings related to the Work, oral or written, are merged into this Agreement. Prior or contemporaneous additions, deletions, or other changes to this Agreement shall not have any force or effect whatsoever, unless embodied herein. H. Jurisdiction and Venue All suits or actions related to this Agreement shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the City and County of Denver. Modification Except as otherwise provided in this Agreement, any modification to this Agreement shall only be effective if agreed to in a formal amendment to this Agreement, properly executed and approved in accordance with applicable Colorado State law and State Fiscal Rules. Modifications permitted under this Agreement, other than contract amendments, shall conform to the policies promulgated by the Colorado State Controller. J. Statutes, Regulations, Fiscal Rules, and Other Authority. Any reference in this Agreement to a statute, regulation, State Fiscal Rule, fiscal policy or other authority shall be interpreted to refer to such authority then current, as may have been changed or amended since the Effective Date of this Agreement. K. Order of Precedence In the event of a conflict or inconsistency between this Agreement and any exhibits or attachment such conflict or inconsistency shall be resolved by reference to the documents in the following order of priority: i. Colorado Special Provisions in the main body of this Agreement. ii. The provisions of the other sections of the main body of this Agreement. iii Exhibit A, Statement of Work. iv. Exhibit D, Local Agency Resolution. v. Exhibit C, Funding Provisions. vi. Exhibit B, Sample Option Letter. vii. Exhibit E, Local Agency Contract Administration Checklist. viii. Other exhibits in descending order of their attachment. L. Severability The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect, provided that the Parties can continue to perform their obligations under this Agreement in accordance with the intent of the Agreement. M. Survival of Certain Agreement Terms Any provision of this Agreement that imposes an obligation on a Party after termination or expiration of the Agreement shall survive the termination or expiration of the Agreement and shall be enforceable by the other Party. N. Taxes The State is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U.S.C., Subtitle D, Ch. 32) (Federal Excise Tax Exemption Certificate of Registry No. 84-730123K) and from State and local government sales and use taxes under §§39-26-704(1), et seq. C.R.S. (Colorado Sales Tax Exemption Identification Number 98-02565). The State shall not be liable for the payment of any excise, sales, or use taxes, regardless of whether any political subdivision of the state imposes such taxes on Local Document Builder Generated Page 22 of 25 Rev 12/09/2016 O1.A #: 331002058 Routing #: 20-HA4-XC-00063 Agency. Local Agency shall be solely responsible for any exemptions from the collection of excise, sales or use taxes that Local Agency may wish to have in place in connection with this Agreement. N. Third Party Beneficiaries Except for the Parties' respective successors and assigns described in §20.C, this Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than the Parties. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely to the Parties. Any services or benefits which third parties receive as a result of this Agreement are incidental to the Agreement, and do not create any rights for such third parties. O. Waiver A Party's failure or delay in exercising any right, power, or privilege under this Agreement, whether explicit or by lack of enforcement, shall not operate as a waiver, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise of such right, power, or privilege. P. CORA Disclosure Q. To the extent not prohibited by federal law, this Agreement and the performance measures and standards required under §24-103.5-101 C.R.S., if any, are subject to public release through the CORA. Standard and Manner of Performance Local Agency shall perform its obligations under this Agreement in accordance with the highest standards of care, skill and diligence in Local Agency's industry, trade, or profession. R. Licenses, Permits, and Other Authorizations. Local Agency shall secure, prior to the Effective Date, and maintain at all times during the term of this Agreement, at its sole expense, all licenses, certifications, permits, and other authorizations required to perform its obligations under this Agreement, and shall ensure that all employees, agents and Subcontractors secure and maintain at all times during the term of their employment, agency or subcontract, all license, certifications, permits and other authorizations required to perform their obligations in relation to this Agreement. 21. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) These Special Provisions apply to all contracts except where noted in italics. A. STATUTORY APPROVAL. §24-30-202(1), C.R.S. This Contract shall not be valid until it has been approved by the Colorado State Controller or designee. If this Contract is for a Major Information Technology Project, as defined in §24-37.5-102(2.6), then this Contract shall not be valid until it has been approved by the State's Chief Information Officer or designee. B. FUND AVAILABILITY. §24-30-202(5.5), C.R.S. Financial obligations of the State payable after the current State Fiscal Year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. C. GOVERNMENTAL IMMUNITY. Liability for claims for injuries to persons or property arising from the negligence of the State, its departments, boards, commissions committees, bureaus, offices, employees and officials shall be controlled and limited by the provisions of the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S.; the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(h), and the State's risk management statutes, §§24-30-1501, et seq. C.R.S. No term or condition of this Contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, contained in these statutes. D. INDEPENDENT CONTRACTOR Contractor shall perform its duties hereunder as an independent contractor and not as an employee. Neither Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee of the State. Contractor shall not have authorization, express or implied, to bind the State to any agreement, liability or understanding, except as expressly set forth herein. Contractor and its employees and agents are not entitled to unemployment insurance or workers compensation benefits through the State and the State shall not pay for or otherwise provide such coverage for Contractor or any of its agents or employees. Contractor shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this Contract. Contractor shall (i) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law, (ii) Document Builder Generated Page 23 of 25 Rev 12/09/2016 OLA #: 331002058 Routing 4: 20-H A4-XC-00063 provide proof thereof when requested by the State, and (iii) be solely responsible for its acts and those of its employees and agents. E. COMPLIANCE WITH LAW. Contractor shall comply with all applicable federal and State laws, rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices. F. CHOICE OF LAW, JURISDICTION, AND VENUE. Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Contract. Any provision included or incorporated herein by reference which conflicts with said laws, rules, and regulations shall be null and void. All suits or actions related to this Contract shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the City and County of Denver. G. PROHIBITED TERMS. Any term included in this Contract that requires the State to indemnify or hold Contractor harmless; requires the State to agree to binding arbitration; limits Contractor's liability for damages resulting from death, bodily injury, or damage to tangible property; or that conflicts with this provision in any way shall be void ab initio. Nothing in this Contract shall be construed as a waiver of any provision of §24-106-109 C.R.S. Any term included in this Contract that limits Contractor's liability that is not void under this section shall apply only in excess of any insurance to be maintained under this Contract, and no insurance policy shall be interpreted as being subject to any limitations of liability of this Contract. H. SOFTWARE PIRACY PROHIBITION. State or other public funds payable under this Contract shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. Contractor hereby certifies and warrants that, during the term of this Contract and any extensions, Contractor has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that Contractor is in violation of this provision, the State may exercise any remedy available at law or in equity or under this Contract, including, without limitation, immediate termination of this Contract and any remedy consistent with federal copyright laws or applicable licensing restrictions. I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and 24-50-507, C.R.S. The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest whatsoever in the service or property described in this Contract. Contractor has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of Contractor's services and Contractor shall not employ any person having such known interests. J. VENDOR OFFSET AND ERRONEOUS PAYMENTS. §§24-30-202(l) and 24-30-202.4, C.R.S. (Not applicable to intergovernmental agreements I Subject to §24-30-202.4(3.5), C.R.S., the State Controller may withhold payment under the State's vendor offset intercept system for debts owed to State agencies for: (i) unpaid child support debts or child support arrearages; (ii) unpaid balances of tax, accrued interest, or other charges specified in §§39- 21-101, el seq., C.R.S.; (iii) unpaid loans due to the Student Loan Division of the Department of Higher Education; (iv) amounts required to be paid to the Unemployment Compensation Fund; and (v) other unpaid debts owing to the State as a result of final agency determination or judicial action. The State may also recover, at the State's discretion, payments made to Contractor in error for any reason, including, but not limited to, overpayments or improper payments, and unexpended or excess funds received by Contractor by deduction from subsequent payments under this Contract, deduction from any payment due under any other contracts, grants or agreements between the State and Contractor, or by any other appropriate method for collecting debts owed to the State. K. PUBLIC CONTRACTS FOR SERVICES. §§8-17.5-101, et seq., C.R.S. (Not applicable to agreements relating to the offer, issuance, or sale of securities, investment advisory services or fund management services, sponsored projects, intergovernmental agreements, or information technology services or products and services/ Contractor certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this Contract and will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Contract, through participation in the E -Verify Program or the State verification program established pursuant to §8-17.5-102(5)(c), C.R.S., Contractor shall not knowingly employ or contract with an illegal alien to perform work under this Contract or enter into a contract with a Subcontractor that fails to certify to Contractor that the Subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Contract. Contractor (i) shall not use E -Verify Program or the program procedures of the Colorado Department of Labor and Employment ("Department Program") to undertake pre- employment screening of job applicants while this Contract is being performed, (ii) shall notify the Subcontractor and the contracting State agency or institution of higher education within 3 days if Contractor has actual knowledge that a Subcontractor is employing or contracting with an illegal alien for work under this Contract, (iii) shall terminate the subcontract if a Subcontractor does not stop employing or contracting with the illegal alien within 3 days of receiving Document Builder Generated Page 24 of 25 Rev 12/09/2016 OLA #: 331002058 Routing #: 20-HA4-XC-00063 the notice, and (iv) shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to §8-17.5-102(5), C.R.S., by the Colorado Department of Labor and Employment. If Contractor participates in the Department program, Contractor shall deliver to the contracting State agency, Institution of Higher Education or political subdivision, a written, notarized affirmation, affirming that Contractor has examined the legal work status of such employee, and shall comply with all of the other requirements of the Department program. If Contractor fails to comply with any requirement of this provision or §§8-17.5-101, et seq., C.R.S., the contracting State agency, institution of higher education or political subdivision may terminate this Contract for breach and, if so terminated, Contractor shall be liable for damages. L. PUBLIC CONTRACTS WITH NATURAL PERSONS. §§24-76.5-101, et seq., C.R.S. Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that Contractor (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) shall comply with the provisions of §§24-76.5-101, et seq., C.R.S., and (iii) has produced one form of identification required by §24- 76.5-103, C.R.S. prior to the Effective Date of this Contract. Revised 11-1-18 22. FEDERAL REQUIREMENTS Local Agency and/or their contractors, subcontractors, and consultants shall at all times during the execution of this Agreement strictly adhere to, and comply with, all applicable federal and State laws, and their implementing regulations, as they currently exist and may hereafter be amended. A summary of applicable federal provisions are attached hereto as Exhibit F, Exhibit I, Exhibit J, Exhibit K and Exhibit M are hereby incorporated by this reference. 23. DISADVANTAGED BUSINESS ENTERPRISE (DBE) Local Agency will comply with all requirements of Exhibit G and Local Agency Contract Administration Checklist regarding DBE requirements for the Work, except that if Local Agency desires to use its own DBE program to implement and administer the DBE provisions of 49 C.F.R. Part 26 under this Agreement, it must submit a copy of its program's requirements to the State for review and approval before the execution of this Agreement. If Local Agency uses any State- approved DBE program for this Agreement, Local Agency shall be solely responsible to defend that DBE program and its use of that program against all legal and other challenges or complaints, at its sole cost and expense. Such responsibility includes, without limitation, determinations concerning DBE eligibility requirements and certification, adequate legal and factual bases for DBE goals and good faith efforts. State approval (if provided) of Local Agency's DBE program does not waive or modify the sole responsibility of Local Agency for use of its program. 24. DISPUTES Except as otherwise provided in this Agreement, any dispute concerning a question of fact arising under this Agreement which is not disposed of by agreement shall be decided by the Chief Engineer of the Department of Transportation. The decision of the Chief Engineer will be final and conclusive unless, within 30 calendar days after the date of receipt of a copy of such written decision, Local Agency mails or otherwise furnishes to the State a written appeal addressed to the Executive Director of CDOT. In connection with any appeal proceeding under this clause, Local Agency shall be afforded an opportunity to be heard and to offer evidence in support of its appeal. Pending final decision of a dispute hereunder, Local Agency shall proceed diligently with the performance of this Agreement in accordance with the Chief Engineer's decision. The decision of the Executive Director or his duly authorized representative for the determination of such appeals shall be final and conclusive and serve as final agency action. This dispute clause does not preclude consideration of questions of law in connection with decisions provided for herein. Nothing in this Agreement, however, shall be construed as making final the decision of any administrative official, representative, or board on a question of law. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK Document Builder Generated Page 25 of 25 Rev 12/09/2016 Exhibit A - STATEMENT OF WORK WCR 74 AND WCR 33 INTERSECTION PROJECT (ROUNDABOUT) — SCOPE OF SERVICES The Colorado Department of Transportation ("CDOT") will oversee Weld County during design and construction of Weld County Road 74 and County Road 33 Roundabout (hereinafter referred to as "this work"). This work will be located at the Weld CR 74 and CR 33 intersection west of Eaton. CDOT and Weld County believe this work is necessary because the four -leg intersection has a high volume of heavy trucks which attributes to large speed differential, high stop -delay on County Road 33, and an above average accident rate. Design and construction of the roundabout shall meet the latest CDOT and AASHTO design standards, and applicable federal and state requirements. Weld County is planning to complete the design in house. The design phase of the work is scheduled to begin in 2019. The design phase will identify more exact requirements, qualities, and attributes for this work (hereinafter referred to as "the exact work"). The exact work shall be used to complete the construction phase of the project. The construction phase of the project is planned to be bid out in late 2022 and be completed in the summer of 2023. Each participating phase of work shall be completed by the `period of performance end date' which will be agreed upon by the Weld County project engineer and CDOT local agency coordinator. Scope of Services Engineering design, survey, project management and inspection services will be provided by County staff. The services required shall include, but are not limited to; surveying, right-of-way acquisition, utilities mapping and potholing (by others), Surface Utility Engineering (SUE) (by others) roadway horizontal and vertical design, intersection geometric design, geotechnical investigation (by others) and pavement design, hydraulic and hydrologic design, environmental investigation and permitting (by others), preparation of bid documents, meetings and administration, and coordination with affected parties. Following is a general summary of the key work items anticipated to be involved with the work: Surveying and ROW Services • The County Surveyor will produce a landownership map, legal exhibits, title commitments, and right-of-way plans for the project limits. • An existing condition survey of the site will be provided, including existing topographical information for the site. • County staff will arrange for all utility locates and surveying/mapping of utilities. • The County ROW Agent will provide all services required for ROW/Easements acquisition including appraisal services, negotiations, and closing documents. Utilities Potholing and Relocation Coordination • The County and affected utility companies will identify all existing utilities within the project limits and map their locations. • County staff will arrange for a SUE to be performed at a minimum level B which will include a potholing company to pothole utilities to identify potential conflicts (as required). The County will include Utility Plans (at an ASCE 38 level B) as part of their overall plan set showing the pothole locations, utility sizes and depths. • County staff will provide utility relocation coordination; site meetings, survey staking of right-of-way and easements, and exhibits for utility agreements. • The County Engineering staff will review utility relocation designs provided by the affected utility companies to ensure they are properly coordinated with the roadway design. Exhibit A -- Page 1 of 2 Drainage and Irrigation Analysis • County Engineering staff will identify all existing irrigation ditches, facilities, and flows within the project limits. This will require coordination and communication with any ditch companies or individual ditch owners which provide irrigation water to users in the project area. • County Engineering staff shall perform hydraulic analysis and designs for all pipes and structures required to properly convey drainage and irrigation flows within the project limits. • Plan and profile sheets of the proposed storm and irrigation pipes will be included in the construction drawing set. Any irrigation structures to be constructed shall have detailed plans included. Roadway/intersection Design • At the completion of the conceptual design phase the County shall prepare a Conceptual Design submittal package. This submittal shall include conceptual drawings and design calculations, identify all land acquisition requirements and contain a conceptual Opinion of Cost. • At the completion of the Preliminary Design Phase (FIR), the County Engineering staff will provide intersection plans at the 60% completion stage. • At the final design level (FOR) the County Engineering staff will provide detailed design plans for all aspects of the project. This includes but is not limited to: o Cover and Vicinity Map o General and Site -Specific Notes o Project Quantities o Removal Plans o Existing and Proposed Utility Plans o Surface Utility Engineering Plans (by others) o Roadway Plan and Profiles o Grading Plans o SWMP Plans o Storm and Irrigation Plans o Roadway Signing, Striping and Traffic Control Plans o Cross Sections o ROW Plans • The County Engineering staff will prepare project special provisions and reference current CDOT Standard Specifications. Near the completion of the Final Design Phase, the County shall provide CDOT an electronic set of 11"x17" plans and the specification package. The plans should be approximately 90%-95% complete. The County Engineering staff will provide the submittal package in a PDF format. The County shall receive comments from the CDOT and incorporate these comments into the final set of documents. Construction Phase • The construction phase of the contract shall be bid out to a General Contractor; construction is anticipated to occur during the spring/summer of 2023. • Project management by both agencies will be done as needed and neither agency will ask for reimbursement for this work. Exhibit A -- Page 2 of 2 EXHIBIT B, SAMPLE OPTION LETTER State Agency Department of Transportation Option Letter Number ZOPTLETNUM Local Agency ZVENDORNAME Agreement Routing Number ZSMARTNO Agreement Maximum Amount Initial term State Fiscal Year ZFYY_1 Extension terms State Fiscal Year ZFYY_2 State Fiscal Year ZFYY_3 State Fiscal Year ZFYY_4 State Fiscal Year ZFYY_5 Total for all state fiscal years $ ZFYA_1 $ ZFYA 2 $ ZFYA_3 $ ZFYA_4 $ ZFYA_5 $ ZPERSVC_MAX_ AMOUNT Agreement Effective Date The later of the effective date or ZSTARTDATEX Current Agreement Expiration Date ZTERMDATEX 1. OPTIONS: A. Option to extend for an Extension Term B. Option to unilaterally authorize the Local Agency to begin a phase which may include Design, Construction, Environmental, Utilities, ROW incidentals or Miscellaneous ONLY (does not apply to Acquisition/Relocation or Railroads) and to update encumbrance amounts (a new Exhibit C must be attached with the option letter and shall be labeled C-1, future changes for this option shall be labeled as follows: C-2, C-3, C-4, etc.). C. Option to unilaterally transfer funds from one phase to another phase (a new Exhibit C must be attached with the option letter and shall be labeled C -1, future changes for this option shall be labeled as follows: C-2, C-3, C- 4, etc.). D. Option to unilaterally do both A and B (a new Exhibit C must be attached with the option letter and shall be labeled C -1, future changes for this option shall be labeled as follows: C-2, C-3, C-4, etc.). E. Option to update a Phase Performance Period and/or Modify OMB Uniform Guidance Information. 2. REQUIRED PROVISIONS: Option A In accordance with Section 2, C of the Original Agreement referenced above, the State hereby exercises its option for an additional term, beginning on (insert date) and ending on the current contract expiration date shown above, under the same funding provisions stated in the Original Contract Exhibit C, as amended. Option B In accordance with Section 7, E of the Original Agreement referenced above, the State hereby excerises its option to authorize the Local Agency to begin a phase that will include (describe which phase will be added and include all that apply — Design, Construction, Environmental, Utilities, ROW incidentals or Miscellaneous) and to encumber previously budgeted funds for the phase based upon changes in funding availability and authorization. The encumbrance for (Design, Construction, Environmental, Utilities, ROW incidentals or Miscellaneous) is (insert dollars here). A new Exhibit C-1 is made part of the original Agreement and replaces Exhibit C. (The following is a NOTE only, please delete when using this option. Future changes for this option for Exhibit C shall be labled as follows: C-2, C-3, C-4, etc.). Option C In accordance with Section 7, E of the Original Agreement referenced above, the State hereby excerises its option to Exhibit 8 - Page 1 of 2 authorize the Local Agency to transfer funds from (describe phase from which funds will be moved) to (describe phase to which funds will be moved) based on variance in actual phase costs and original phase estimates. A new Exhibit C-1 is made part of the original Agreement and replaces Exhibit C. Option D In accordance with Section 7, E of the Original Agreement referenced above, the State hereby excerises its option to authorize the Local Agency to begin a phase that will include (describe which phase will be added and include all that apply — Design, Construction, Environmental, Utilities, ROW incidentals or Miscellaneous); 2) to encumber funds for the phase based upon changes in funding availability and authorization; and 3) to transfer funds from (describe phase from which funds will be moved) to (describe phase to which funds will be moved) based on variance in actual phase costs and original phase estimates. A new Exhibit C-1 is made part of the original Agreement and replaces Exhibit C. (The following language must be included on ALL options): The Agreement Maximum Amount table on the Contract's Signature and Cover Page is hereby deleted and replaced with the Current Agreement Maximum Amount table shown above. Option E In accordance with Section 7, E of the Original Agreement referenced above, the State hereby excerises its option to authorize the Local Agency to update a Phase Performance Period and/or Modify OMB Uniform Guidance Information. A new Exhibit C-1 is made part of the original Agreement and replaces Exhibit C. 3. OPTION EFFECTIVE DATE: The effective date of this option letter is upon approval of the State Controller or delegate. APPROVALS: State of Colorado: Jared S. Polis, Governor By: Date: Executive Director, Colorado Department of Transportation ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER CRS §24-30-202 requires the State Controller to approve all State Contracts. This Agreement is not valid until signed and dated below by the State Controller or delegate. Contractor is not authorized to begin performance until such time. If the Local Agency begins performing prior thereto, the State of Colorado is not obligated to pay the Local Agency for such performance or for any goods and/or services provided hereunder. State Controller Robert Jaros, CPA, MBA, JD By: Date: Exhibit B - Page 2 of 2 EXHIBIT C— FUNDING PROVISIONS A. Cost of Work Estimate STU C030-078 (23044) has cstimatcd the total cost the Work to be $1.318,780.00, which is to be funded as follows: 1. a. b. BUDGETED FUNDS Federal Funds $1,091,818.00 (82.79% of Participating Costs) Local Agency Matching Funds $226,962.00 (17.21% of Participating Costs) TOTAL BUDGETED FUNDS $1,318,780.00 2. OMB UNIFORM GUIDANCE a. Federal Award Identification Number (FAIN): TBD b. Federal Award Date (also Phase Performance Start Date): See Below c. Amount of Federal Funds Obligated: $0.00 d. Total Amount of Federal Award: $1,091,818.00 e. Name of Federal Awarding Agency: FI IWA f. CFDAti - Highway Planning and Construction CFDA 20.205 g. Is the Award for R&D? No h. Indirect Cost Rate (if applicable) N/A 3. ESTIMATED PAYMENT TO LOCAL AGENCY a. Federal Funds Budgeted $1,091,818.00 b. Less Estimated Federal Share of CDOT-Incurred Costs $0.00 TOTAL ESTIMATED PAYMENT TO LOCAL AGENCY $1.091,818.00 4. FOR CDOT ENCUMBRANCE PURPOSES a. Total Encumbrance Amount $1,318,780.00 b. Less ROW Acquisition 3111 and/or ROW Relocation 3109 $0.00 Net to be encumbered as follows: ( $1,318,780.00 Note: No funds are currently available. Construction funds will become available after execution of an Option letter (Exhibit B) or formal Amendment. Performance Period Start*/End Date WBS Element 23044.20.10 TBD / TBD Const. 3301 $0.00 'The Local Agency should not begin work until all three of the following are in place: 1) Phase Performance Period Start Date; 2) The execution of the document encumbering funds for the respective phase; and 3) Local Agency receipt of the official Notice to Proceed. Any work performed before these three milestones are achieved will not be reimbursable. Exhibit C - Page l of 2 B. Matching Funds The matching ratio for the federal participating funds for this Work is 82.79% federal -aid funds to 17.21% Local Agency funds, it being understood that such ratio applies only to the $1,318,780.00 that is eligible for federal participation, it being further understood that all non -participating costs are borne by the Local Agency at 100%. If the total participating cost of performance of the Work exceeds $1,318,780.00, and additional federal funds are made available for the Work, the Local Agency shall pay 17.21% of all such costs eligible for federal participation and 100% of all non -participating costs; if additional federal funds are not made available, the Local Agency shall pay all such excess costs. If the total participating cost of performance of the Work is less than $1,318,780.00, then the amounts of Local Agency and federal -aid funds will be decreased in accordance with the funding ratio described herein. The performance of the Work shall be at no cost to the State. C. Maximum Amount Payable The maximum amount payable to the Local Agency under this Agreement shall be $1,091,818.00 (for CDOT accounting purposes, the federal funds of $1,091,818.00 and the Local Agency matching funds of $226,962.00 will be encumbered for a total encumbrance of $1,318,780.00), unless such amount is increased by an appropriate written modification to this Agreement executed before any increased cost is incurred. It is understood and agreed by the parties hereto that the total cost of the Work stated hereinbefore is the best estimate available, based on the design data as approved at the time of execution of this Agreement, and that such cost is subject to revisions (in accord with the procedure in the previous sentence) agreeable to the parties prior to bid and award. The maximum amount payable shall be reduced without amendment when the actual amount of the Local Agency's awarded contract is less than the budgeted total of the federal participating funds and the Local Agency matching funds. The maximum amount payable shall be reduced through the execution of an Option Letter as described in Section 7. A. of this contract. D. Single Audit Act Amendment All state and local government and non-profit organizations receiving more than $750,000 from all funding sources defined as federal financial assistance for Single Audit Act Amendment purposes shall comply with the audit requirements of 2 CFR part 200, subpart F (Audit Requirements) see also, 49 C.F.R. 18.20 through 18.26. The Single Audit Act Amendment requirements applicable to the Local Agency receiving federal funds are as follows: i. Expenditure less than $750,000 If the Local Agency expends less than $750,000 in Federal funds (all federal sources, not just Highway funds) in its fiscal year then this requirement does not apply. ii. Expenditure of $750,000 or more -Highway Funds Only If the Local Agency expends $750,000 or more, in Federal funds, but only received federal Highway funds (Catalog of Federal Domestic Assistance, CFDA 20.205) then a program specific audit shall be performed. This audit will examine the "financial" procedures and processes for this program area. iii. Expenditure of $750,000 or more -Multiple Funding Sources If the Local Agency expends $750,000 or more in Federal funds, and the Federal funds are from multiple sources (FTA, HUD, NPS, etc.) then the Single Audit Act applies, which is an audit on the entire organization/entity. iv. Independent CPA Single Audit shall only be conducted by an independent CPA, not by an auditor on staff. An audit is an allowable direct or indirect cost. Exhibit C - Page 2 of 2 EXHIBIT D, LOCAL AGENCY RESOLUTION NOT APPLICABLE Exhibit D — Page 1 of 1 EXHIBIT E, LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST The following checklist has been developed to ensure that all required aspects of a project approved for Federal funding have been addressed and a responsible party assigned for each task. After a project has been approved for Federal funding in the Statewide Transportation Improvement Program, the Colorado Department of Transportation (CDOT) Project Manager, Local Agency project manager, and CDOT Resident Engineer prepare the checklist. It becomes a part of the contractual agreement between the Local Agency and CDOT. The CDOT Agreements Unit will not process a Local Agency agreement without this completed checklist. It will be reviewed at the Final Office Review meeting to ensure that all parties remain in agreement as to who is responsible for performing individual tasks. xv Exhibit E — Page 1 of 5 COLORADO DEPARTMENT OF TRANSPORTATION LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST Project No. STU C030-078 STIP No. TBD Project Code 23044 Region 04 Project Location Date Weld CR 74 and CR 33 7/18/2019 Project Description Weld CR 74 and CR 33 Roundabout Local Agency Local Agency Project Manager Weld County Dawn Anderson CDOT Resident Engineer COOT Project Manager Katrina Kloberdanz Jake Schuch INSTRUCTIONS: This checklist shall be utilized to establish the contract administration responsibilities of the individual parties to this agreement. The checklist becomes an attachment to the Local Agency agreement. Section numbers correspond to the applicable chapters of the COOT Local Agency Manual. The checklist shall be prepared by placing an "X" under the responsible party, opposite each of the tasks. The "X" denotes the party responsible for initiating and executing the task. When neither CDOT nor the Local Agency is responsible for a task, not applicable (NA) shall be noted. In addition, a "#" will denote that CDOT must concur or approve. Tasks that will be performed by Headquarters staff will be indicated. The Regions, in accordance with established policies and procedures, will determine who will perform all other tasks that are the responsibility of CDOT. The checklist shall be prepared by the CDOT Resident Engineer or the COOT Project Manager, in cooperation with the Local Agency Project Manager, and submitted to the Region Program Engineer. If contract administration responsibilities change, the CDOT Resident Engineer, in cooperation with the Local Agency Project Manager, will prepare and distribute a revised checklist. NO. DESCRIPTION OF TASK RESPONSI BLE PARTY LA CDOT TIP / STIP AND LONG-RANGE PLANS 2-1 Review Project to ensure consistency with STIP and amendments thereto I I X FEDERAL FUNDING OBLIGATION AND AUTHORIZATION 4-1 Authorize funding by phases (COOT Form 418 - Federal -aid Program Data. Requires FHWA concurrence/involvement) X PROJECT DEVELOPMENT 5-1 Prepare Design Data - CDOT Form 463 X X 5-2 Prepare Local Agency/CDOT Inter -Governmental Agreement (see also Chapter 3) X 5-3 Conduct Consultant Selection/Execute Consultant Agreement X # 5-4 Conduct Design Scoping Review meeting X X 5-5 Conduct Public Involvement X 5-6 Conduct Field Inspection Review (FIR) X 5-7 Conduct Environmental Processes (may require FHWA concurrence/involvement) X X 5-8 Acquire Right -of -Way (may require FHWA concurrence/invdvement) X # 5-9 Obtain Utility and Railroad Agreements X 5-10 Conduct Final Office Review (FOR) X X 5-11 Justify Force Account Work by the Local Agency X # 5-12 Justify Proprietary, Sole Source, or Local Agency Furnished items X # 5-13 Document Design Exceptions - CDOT Form 464 X # 5-14 Prepare Plans, Specifications and Construction Cost Estimates X # 5-15 Ensure Authorization of Funds for Construction X CDOT Form 1243 09/06 Page 1 of 4 Previous editions are obsolete and may not be used Exhibit E — Page 2 of 5 NO. DESCRIPTION OF TASK RESPONSIBLE PARTY LA CDOT PROJECT DEVELOPMENT CIVIL RIGHTS AND LABOR COMPLIANCE 6-1 Set Underutilized Disadvantaged Business Enterprise (UBDE) Goals for Consultant and Construction Contracts (CDOT Region EEO/Civil Rights Specialist) X 6-2 Determine Applicability of Davis -Bacon Act X This project ■ is is not exempt from Davis -Bacon requirements as determined by the functional classification of the project location (Projects located on local roads and rural minor collectors may be exempt.) Katrina Kloberdanz 7/18/2019 CDOT Resident Engineer(Signature on File) Date 6-3 Set On -the -Job Training Goals. Goal is zero if total construction is less than $1 million (CDOT Region EEO/Civil Rights Specialist) X 6-4 Title VI Assurances X Ensure the correct Federal Wage Decision, all required Disadvantaged Business Enterprise/On-the-Job Training special provisions and FHWA Form 1273 are included in the Contract (CDOT Resident Engineer) X ADVERTISE, BID AND AWARD 7-1 Obtain Approval for Advertisement Period of Less Than Three Weeks X # 7-2 Advertise for Bids X 7-3 Distribute "Advertisement Set" of Plans and Specifications X 7-4 Review Worksite and Plan Details with Prospective Bidders While Project is Under Advertisement X 7-5 Open Bids X 7-6 Process Bids for Compliance X Check CDOT Form 1415 - Certificate of Proposed DBE Participation when the low bidder meets DBE goals X Evaluate CDOT Form 1416 - DBE Good Faith Effort Documentation and determine if the Contractor has made a good faith effort when the low bidder does not meet DBE goals X Submit required documentation for CDOT award concurrence X 7-7 Concurrence from CDOT to Award X 7-8 Approve Rejection of Low Bidder X 7-9 Award Contract X # 7-10 Provide "Award" and "Record" Sets of Plans and Specifications X CONSTRUCTION MANAGEMENT 8-1 Issue Notice to Proceed to the Contractor X 8-2 Project Safety X # 8-3 Conduct Conferences: a, ,' Pre -construction Conference (Appendix B) X X Presurvey • Construction staking • Monumentation X X Partnering (Optional) X ' Structural Concrete Pre -Pour (Agenda is in CDOT Construction Manual) X Concrete Pavement Pre -Paving (Agenda is in COOT Construction Manual) X HMA Pre -Paving (Agenda is in CDOT Construction Manual) X 8-4 Develop and distribute Public Notice of Planned Construction to media and local residents X 8-5 Supervise Construction X A Professional Engineer (PE) registered in Colorado, who will be "in responsible charge of construction supervision." Don Dunker 970-304-6496 X Local Agency Professional Engineer or Phone number CDOT Resident Engineer CDOT Form 1243 09106 Page 2 of 4 Previous editions are obsolete and may not be used Exhibit E — Page 3 of 5 NO. DESCRIPTION OF TASK RESPONSIBLE PARTY LA CDOT Provide competent, experienced staff who will ensure the Contract work is constructed in accordance with the plans and specifications X Construction inspection and documentation X 8-6 Approve Shop Drawings X 8-7 Perform Traffic Control Inspections X X 8-8 Perform Construction Surveying X 8-9 Monument Right -of -Way X 8-10 Prepare and Approve Interim and Final Contractor Pay Estimates Provide the name and phone number of the person authorized for this task. Don Dunker 970-304-6496 X Local Agency Representative Phone number 8-11 Prepare and Approve Interim and Final Utility/Railroad Billings X 8-12 Prepare Local Agency Reimbursement Requests X 8-13 Prepare and Authorize Change Orders X # 8-14 Approve All Change Orders X 8-15 Monitor Project Financial Status X 8-16 Prepare and Submit Monthly Progress Reports X 8-17 Resolve Contractor Claims and Disputes X 8-18 Conduct Routine and Random Project Reviews Provide the name and phone number of the person responsible for this task. Katrina Kloberdanz 970-350-2211 X CDOT Resident Engineer Phone number MATERIALS 9-1 Conduct Materials Preconstruction Meeting X X 9-2 Complete CDOT Form 250 - Materials Documentation Record • Generate form, which includes determining the minimum number of required tests and applicable material submittals for all materials placed on the project • Update the form as work progresses • Complete and distribute form after work is completed X X X 9-3 Perform Project Acceptance Samples and Tests X 9-4 Perform Laboratory Verification Tests X 9-5 Accept Manufactured Products Inspection of structural components: • Fabrication of structural steel and pre -stressed concrete structural components • Bridge modular expansion devices (0" to 6" or greater) • Fabrication of bearing devices X X X X 9-6 Approve Sources of Materials X 9-7 Independent Assurance Testing (IAT), Local Agency Procedures ►I CDOT Procedures ■ X X X • Generate IAT schedule • Schedule and provide notification • Conduct IAT 9-8 Approve Mix Designs • Concrete • Hot Mix Asphalt X X 9-9 Check Final Materials Documentation X 9-10 Complete and Distribute Final Materials Documentation X CDOT Form 1243 09/06 Page 3 of 4 Previous editions are obsolete and may not be used Exhibit E — Page 4 of 5 CONSTRUCTION CIVIL RIGHTS AND LABOR COMPLIANCE 10-1 Fulfill Project Bulletin Board and Pre -construction Packet Requirements X 10-2 Process CDOT Form 205b - Sublet Permit Application Review and sign completed CDOT Form 205 for each subcontractor, and submit to EEO/Civil Rights Specialist X ft 10-3 Conduct Equal Employment Opportunity and Labor Compliance Verification Employee Interviews. Complete CDOT Form 280 X 10-4 Monitor Disadvantaged Business Enterprise Participation to Ensure Compliance with the "Commercially Useful Function" requirements X 10-5 Conduct Interviews When Project Utilizes On -the -Job Trainees. Complete CDOT Form 200 - OJT Training Questionnaire X 10-6 Check Certified Payrolls (Contact the Region EEO/Civil Rights Specialists for training requirements.) X 10-7 Submit FHWA Form 1391 - Highway Construction Contractor's Annual EEO Report X FINALS 11-1 Conduct Final Project Inspection. Complete and submit CDOT Form 1212 - Final Acceptance Report (Resident Engineer with mandatory Local Agency participation.) X X 11-2 Write Final Project Acceptance Letter X 11-3 Advertise for Final Settlement X 11-4 Prepare and Distribute Final As -Constructed Plans X 11-5 Prepare EEO Certification X 11-6 Check Final Quantities, Plans and Pay Estimate; Check Project Documentation; and submit Final Certifications X 11-7 Check Material Documentation and Accept Final Material Certification (See Chapter 9) X 11-8 Obtain CDOT Form 1419 - Contractor DBE Payment Certification from the Contactor and submit to the Resident Engineer (Quarterly) X 11-9 Obtain FHWA Form 47 - Statement of Materials and Labor Used ... from the Contractor NA 11-10 Process Final Payment X X 11-11 Complete and Submit CDOT Form 950 - Project Closure X 11-12 Retain Project Records for 3.5 Years from Date of Project Closure X X 11-13 Retain Final Version of Local Agency Contract Administration Checklist X X cc: CDOT Resident Engineer/Project Manager CDOT Region Program Engineer CDOT Region EEO/Civil Rights Specialist CDOT Region Materials Engineer CDOT Contracts and Market Analysis Branch Local Agency Project Manager CDOT Form 1243 09/06 Page 4 of 4 Previous editions are obsolete and may not be used Exhibit E — Page 5 of 5 EXHIBIT F, CERTIFICATION FOR FEDERAL -AID CONTRACTS The Local Agency certifies, by signing this Agreement, to the best of its knowledge and belief, that: No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, Agreement, loan, or cooperative agreement. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer of Congress, or an employee of a Member of Congress in connection with this Federal contract, Agreement, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agree by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub - recipients shall certify and disclose accordingly. Exhibit F - Page 1 of 1 EXHIBIT G SECTION 1. Policy. It is the policy of the Colorado Department of Transportation (CDOT) that disadvantaged business enterprises shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with Federal funds under this agreement, pursuant to 49 CFR Part 26. Consequently, the 49 CFR Part IE DBE requirements the Colorado Department of Transportation DBE Program (or a Local Agency DBE Program approved in advance by the State) apply to this agreement. SECTION 2. DBE Obligation. The recipient or its the Local Agency agrees to ensure that disadvantaged business enterprises as determined by the Office of Certification at the Colorado Department of Regulatory Agencies have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with Federal funds provided under this agreement. In this regard, all participants or contractors shall take all necessary and reasonable steps in accordance with the CDOT DBE program (or a Local Agency DBE Program approved in advance by the State) to ensure that disadvantaged business enterprises have the maximum opportunity to compete for and perform contracts. Recipients and their contractors shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of CDOT assisted contracts. SECTION 3 DBE Program. The Local Agency (sub -recipient) shall be responsible for obtaining the Disadvantaged Business Enterprise Program of the Colorado Department of Transportation, 1988, as amended, and shall comply with the applicable provisions of the program. (If applicable). A copy of the DBE Program is available from and will be mailed to the Local Agency upon request: Civil Rights & Business Resource Center Colorado Departrnent of Transportation 2829 W. Howard Place Denver, Colorado 80204 Phone: (303) 757-9234 REVISED 1/22/98 REQUIRED BY 49 CFR PART Exhibit G - Page 1 of 1 EXHIBIT H, LOCAL AGENCY PROCEDURES FOR CONSULTANT SERVICES Title 23 Code of Federal Regulations (CFR) 172 applies to a federally funded Local Agency project agreement administered by CDOT that involves professional consultant services. 23 CFR 172.1 states "The policies and procedures involve federally funded contracts for engineering and design related services for projects subject to the provisions of 23 U.S.C. 112(a) and are issued to ensure that a qualified consultant is obtained through an equitable selection process, that prescribed work is properly accomplished in a timely manner, and at fair and reasonable cost" and according to 23 CFR 172.5 "Price shall not be used as a factor in the analysis and selection phase." Therefore, local agencies must comply with these CFR requirements when obtaining professional consultant services under a federally funded consultant contract administered by CDOT. CDOT has formulated its procedures in Procedural Directive (P.D.) 400.1 and the related operations guidebook titled "Obtaining Professional Consultant Services". This directive and guidebook incorporate requirements from both Federal and State regulations, i.e., 23 CFR 172 and CRS §24-30-1401 et seq. Copies of the directive and the guidebook may be obtained upon request from CDOT's Agreements and Consultant Management Unit. [Local agencies should have their own written procedures on file for each method of procurement that addresses the items in 23 CFR 172]. Because the procedures and laws described in the Procedural Directive and the guidebook are quite lengthy, the subsequent steps serve as a short -hand guide to CDOT procedures that a Local Agency must follow in obtaining professional consultant services. This guidance follows the format of 23 CFR 172. The steps are: 1. The contracting Local Agency shall document the need for obtaining professional services. 2. Prior to solicitation for consultant services, the contracting Local Agency shall develop a detailed scope of work and a list of evaluation factors and their relative importance. The evaluation factors are those identified in C.R.S. 24-30-1403. Also, a detailed cost estimate should be prepared for use during negotiations. 3. The contracting agency must advertise for contracts in conformity with the requirements of C.R.S. 24-30- 1405. The public notice period, when such notice is required, is a minimum of 15 days prior to the selection of the three most qualified firms and the advertising should be done in one or more daily newspapers of general circulation. 4. The Local Agency shall not advertise any federal aid contract without prior review by the CDOT Regional Civil Rights Office (RCRO) to determine whether the contract shall be subject to a DBE contract goal. If the RCRO determines a goal is necessary, then the Local Agency shall include the goal and the applicable provisions within the advertisement. The Local Agency shall not award a contract to any Contractor or Consultant without the confirmation by the CDOT Civil Rights and Business Resource Center that the Contractor or Consultant has demonstrated good faith efforts. The Local Agency shall work with the CDOT RCRO to ensure compliance with the established terms during the performance of the contract. 5. The Local Agency shall require that all contractors pay subcontractors for satisfactory performance of work no later than 30 days after the receipt of payment for that work from the contractor. For construction projects, this tiem period shall be reduced to seven days in accordance with Colorado Revised Statute 24-91-103(2). If the Local Agency withholds relainage from contractors and/ur allows contractors to withhold relainage from subcontractors, such retainage provisions must comply with 49 CFR 26.29. 6. Payments to all Subconsultants shall be made within thirty days of receipt of payment from [the Local Agency] or no later than ninety days from the date of the submission of a complete invoice from the Subconsultant, whichever occurs first. If the Consultant has good cause to dispute an amount invoiced by a Subconsultant, the Consultant shall notify [the Local Agency] no later than the required date for payment. Such notification shall include the amount disputed and justification for the withholding. The Consultant shall maintain records of payment that show amounts paid to all Subconsultants. Good cause does not include the Consultant's failure to submit an invoice to the Local Agency or to deposit payments made. 7. The analysis and selection of the consultants shall be done in accordance with CRS §24-30-1403. This section of the regulation identifies the criteria to be used in the evaluation of CDOT pre -qualified prime consultants and their team. It also shows which criteria are used to short-list and to make a final selection. The short-list is based on the following evaluation factors: a. Qualifications, Exhibit El - Page 1 of 2 b. Approach to the Work, c. Ability to furnish professional services. d. Anticipated design concepts, and e. Alternative methods of approach for furnishing the professional services. Evaluation factors for final selection are the consultant's: a. Abilities of their personnel, b. Past performance, c. Willingness to meet the time and budget requirement, d. Location, e. Current and projected work load, f. Volume of previously awarded contracts, and g. Involvement of minority consultants. 8. Once a consultant is selected, the Local Agency enters into negotiations with the consultant to obtain a fair and reasonable price for the anticipated work. Pre -negotiation audits are prepared for contracts expected to be greater than $50,000. Federal reimbursements for costs are limited to those costs allowable under the cost principles of 48 CFR 31. Fixed fees (profit) are determined with consideration given to size, complexity, duration, and degree of risk involved in the work. Profit is in the range of six to 15 percent of the total direct and indirect costs. 9. A qualified Local Agency employee shall be responsible and in charge of the Work to ensure that the work being pursued is complete, accurate, and consistent with the terms, conditions, and specifications of the contract. At the end of Work, the Local Agency prepares a performance evaluation (a CDOT form is available) on the consultant. CRS §§24-30-1401 THROUGH 24-30-1408, 23 CFR PART 172, AND P.D. 400.1, PROVIDE ADDITIONAL DETAILS FOR COMPLYING WITH THE PRECEEDING EIGHT (8) STEPS. Exhibit H - Page 2 of 2 EXHIBIT I, FEDERAL -AID CONTRACT PROVISIONS FOR CONSTRUCTION CONTRACTS F HtiWA-1273 — Revised May 1. 2012 REQUIRED CONTRACT PROVISIONS FEDERAL -Ala CONSTRUCTION CONTRACTS General Nondlurminabon Nonse e ated Facdces Davis -Bacon aFd Related Act Provis.ons Contract Work Hours and Surety Standards Act Provisions Subleltmg or Assigning the Contract Safety Accident Prevention False Statements Corcemirg Highway Projects Iriplsmentatzr c` Clean Air Act aid Federal Water Pollution Control Act Conhplaltce with Goverernerntw ae Suspension and Debaters Requirements Ceti ficalen Regarding Use of Contract Funds for Lobbying ATTACHMENTS A Employment and Maenad Preference for Appanatilo an Development Highway System or Appalachian Local Access Road Contracts lccluded in Appalachian contracts tray L GENERAL I Faem FHWA.t273 must be physically incorporated p each const,uctiow contract funded under lids 23 lextxud'ng emergency contracts sd'ety .>reroded for dlebris removal+, The contractor 107 subooerraetorr must insert trios ions n each subacrntract and hater require its raison in alp lower her subcontracts nexcludinp purchase orders rental agreements and other atgreerneras for euppses or services! The 3Olpk3t0,0 regarrememis or Font Ft -MIA -1.273 ate ncciporated by reference for work done under any purchase order rental agreement or agreement for other services. The prime contractor steal be nespons die for compliance by any subcontractor, lower -ter suitccrrtractor or service provider Form FHWA- 1273 nest be included in all Federal-aa design - build contracts. Ina subcontracts and in lower tier subcontracts 'excluding subcontracts for design services. purchase WOWS renal agreements and other agreements for supplies or services). The design -budder shalt be responstee norcom,pliance by any satcrintradar borer -tier subcontractor or service provider Contracting agencies may reference Form FIiWA-1273 in bid proposal or request fur propasal documents. however. Cho Font FH'WA-12 7 3 must be physcaty ncorporaied o not referenced)„n all contracts subcontracts and toiler -tier subcontracts Iexcluding purchase ordersrental agreements and other .efevnnenls for supplies or services related to a consVucno!t contract'. 2 Subject to the appkcabdity criteria noted of the fo kming sections. these contract provisions shall apply to all work performed on the contract by the contractor's Dien organization and w4h the assistance of workers under the contractors Immeorate superintendence and to all work performed an the convect by piecework. staton work. or by subcontract 3. A breast coo any of the stpadrions corttamed in these Required Contract Provisions may be sufficed grounds for withholding o' progress payments, withaotting of final payment. teisnination of the contract. suspension debarment or arty other action detetmtted to be appropriate by the contracting agency and FFNWA. 4. S e+eceiop of Labor During the performance of this contract the contractor shall not use comet tabor for arty purpose within the Was of a constructor project on a Federal -ad reglitray unless it is labor performed by =vices ono are on parole, supervised release. or probation The term Federal -ad legheray does not include roadways functionally classified as local roads or nuns minor collectors II. NONDISCRIMINATION The • of this seccon related to 23 CFR Part 230 are ap le to all Federal -ad construction contacts and to all related cons ructon subcontracts of 810.000 ce more The commons of 23 CFR Part 230 are not applicable tomateni supery errgrneenng orarchitecnrarservicecontracts In addiuon the contractor and alt swboonlradors must comply with the following policies: Executive Oder 11248 41 CFR co. .2 CFFt its tn3 7, Tde 23 USC Secton 140. tfm Rehabilitation Ad of 1973. as amended ;29 USC 794), Title VI of Me Civet 1 Rights Act of 1984. as amended, and restated regtdatorts including 49 CFR Pares 21, 28 and 27; and 23 CFR Parts 200.230. and 623. The contractor and all sWbcontractors must comp , etch; the requirements of the Equal Opportunity Clause in 41 CFR 80- 1.41b) and, for all construction contracts exceeding 810.000, the Standard Federal Equal Employment Opporturtty Construction Corlrect Speoicatoes in 41 CFR 00.4.3. Note- The U.S. Department or Labor has exclusive authority to determine compliance me i Executive Order 11240 and the policies of the Secretary of Labor including 41 CFR 00. and 29 CFR 1426-1627. The ottrnractbq agency and the Fl-tWA have the authority and the reportsbto ensure compliance wdh Tide 23 ()SC Section 140. theReFabrlitation Act of 1973. as amended 129 USC 794i. and Title VI oldie Ceol Rights Act of 1984. as amendeo, ,and related regulations nclud rig 49 CFR Parts 2 I 28 and 27: and 23 CFR Pans 20D. 230. and 033. The following provision a adopted 'rem 23 CFR 230, Appendix A. met appropriate revisions to conform to the U S. Department of Labor +:US DOL nand FHWA requirements 1. Equal Employment Opportunity. Equal employment ooppportunity, )EEO) requirements not to discrminate and to fake alftrmStive action to assure equal opportunity as sof forth under lams, executive orders. rules, regulations 128 CFR 36. 29 CFR 1680 29 CFR t02S+1627 41 CFR 80 and 49 CFR 271 and coders of the Secretary d+ Labor as modified by the mow sons prescribed herein and imposed pursuant to 23 U S C 140 shall constitute the EEO are specific affirmative action standards for the contractor's project activities under Exhibit 1 - Page 1 of 12 me contract.. The provisoes of the Americans with Deabeties Act of 1290 (42 U.S.C 12101 etseq;Iset ken under2d CFR 3: and 29 CFR 1630 are 'cemented by reference n this contract In the esecuoon of this mntract the coitractar agrees 10 comply o* the following in annum specific requirement activities of EEO: a. The contractor will wont with the contracting agency and the Federal Government to ensure that .t has made every good faith effort to provide equal opporeinty with reseed to al of as terms and conditions of employment and in their review ce activities under tee contract. b. The contractor accept as its operating policy die following statement: Its the policy of this Company to assure than t applicants are employed, and this employees are treated dieing employment without regent t a their race religion, sex color national origin, age or disablity Such action shag radiate: employment upgrading. demotion, or fans er, reavutment or recruitment advertising layoff or temtinabnn; rates of pay or other fors V compensator; and selectcrn for training, including apprereceshyp, pre-apprerlicestkp. an War he - job training ' 2. EEO Officer. The contractor wall desgnate and make know to die caihactingolcers an EEO goes who will have the responsibility for and must be capable of effectively administering and premoterg an active EEO program and into must oe assgned adequate awharay and responsabl ty to dot so 3. Oissemination of Policy: All members of the contractors staff isroo are cuticula eed Dv hire. siecenese. promote. and discharge employees. orw who recommend such anion, or who are substantially involved :'n such axon. will be made fully cognizant of. and will molement, the contractor's EEO policy and oontracturat responsi elutes to provide EEO at each grade and classification of employment To ensure that the above agreement waft be met. thse'olbwirg actions tr o be taken as a mininom a. Perin is neebngs of seerinsory and personnel office employees wilt be conducted ed before the snit of work and then not tress often than once every sir wombs. at which Wine the contractor's EEO poky and .its ,won wit be reviewed arras explained The meetings wit be conducted by the EEO Greer b. All mew supenesoy000rpersonnel office employees will be given a thorough mdoctrnatiori by the EEO Officer. coveting all major aspects of the ocetracto(s EEO ottgatons within thirty days following their reporting tar duty nth the contractor. c. All personnel who are engaged ri direct recruitment for the greed will be nsttucted by the EEO Offfer in the contractor's procedures for locating and brag minorities and women. d. Notices and posters setting forth the contractor's EEO policy wil be placed in areas readily accessible to employees. applicants for employment -and potential employees. e. The contrada's EEO policy and the procedures to mplemeet such policy wit be brought to the attention of employees by means of meetings, employee handbooks. or other appropriate means. d. Recruitment When adwertisntgfor employees. the contractor nil-nolude in a1 adverisements for employees the rotation 'An Equal Opportunity Employer' All such advettisemenls will be placed in publications hernia a large circulation among minorities and women in the area from which the project work force mulct normally be derived a. The contractor wilt unless precluded by a veld bargaining agreement. conduct systernauc cad direct recr}rinrent through public and private employee referral sources likely to yield qualified mercies and women. To meet this requirement the contractor arts idereity sources of potential nMfiority group employees, and establish with such dentbed sources procedures whereby minority and women applicants may be refierred to the contractor for employment consideration b. In tae event the contractor has a valid bargain: agreement providing fat exclusive hiring hal methods. the contractor is expected to absence the provisions of that agreement to the extent that the system meets the contractor's compliance with EEO contract provisions. Where mp+lementatnon of such an agreement has theeffect ce tt+scrinvnatsrg against inmates cc women.. or obligates the contractor to dative same. such imptemertaton violates Federal nondscnntameon provisions. c. The contractor roll encourage its present emp to refer minorities and women as alpplioanm for enp information and procedures web regard toreferhng such applicants will be discussed with employees. 5. Persopnel Actions: Wages. chording =beans. and employee benefits shaft be established and administered and personnel actions of every type, occluding tiring, upgrading. promotion. transfer. derrobcnlayoff and termination, shall be taken redone regard to race. color religion. sex, national orgin, age or Putney uty. The following procedures shall be followed a The contractor will conduct periodic inspections of proem sites to insure that working cardkons and employee babes Ito not indicate div rminatory oeatuhent cf project site personnel. b. The cen actor will periodically evaluate me spread of wages paid within each classification to detemiine any evidence of discriminatory wage practices. c. The contractor ml periodically review selected personnel actions in depth to detemnne whether there is evidence of d+ur n natdn. Where evidence is found the nomeactorein promptly take corrective action. If the rewew frtdoates thattoe dsscrdllinaton may extend beyond the actions reviewed. such co rective action shall include all affected persons d. The contractor will promptly investigate all complaints of alleged discrimination made to the contractor corereotion with its obligations ender this contract. will attempt to iresave such complaints, and will take appropnate corrective action within a reasonable time. If the ltwothigation iodinates that the d iscnmmatron may affect persons other than the comptamant such cortective action shalt include such other persons. Upon completion of each investigation, the contractor tail inform every complainant of all of their avenues of appeal. 6. Training and Promotion: a The contactor will assist m locating. qualifyrg, and increasing the sties of me -orgies aid women who are Exhibit 1 - Page 2 of 12 applicants for employment or current employees. Such Oohs should be aimed at developing fun journey level status employees n the type of trade or job classifcation involved. b. Consistent with the contractor's wart forte requremeds and as permissible undef Federal and Slate regulations. the contractor shall make full use of training programs. i.e. apprenticeship. and on-the-job training programs for the geog-apliical area of chntrace performance. to the event a special provision fortrsnmp is provided carder this contract, this subparagraph wit be superseded as abdicated in the special provision, The contracting agency may reserve training positions for persons who receive welfare assistance n accordarxe with 28 U.S.C. 144tat c. The contractor h>NiY atetse employees and applicants for employment of available training programs and entrance requirements for each a The contractor wildperiodically renew the training and promotion potential of errs' yees who are minorities and women and tern encourage *Eget* employees to apply for such raining end promotion 7 Unions: If the =enactor reies n whole or vi part upon unions as a source of employees. the =tractor roll use good faith e{fort s to obtain the cooperation of such onions to increase opportueroeefor moires and women_ Actors by the contractor ether directly =through a contractor's association acting as agent, null include the procedures set forth below: a. The contractor rat use good faith efforts to develop r cooperation with the unions. joint waning programs aimed toward qualify% more nnotorites and women for membership in the unions and rcreasing the skills of minorities and women so that they may qualify for higher paying employment. b. The contractor mil use gcoo'aith efforts to incorporate am EEO cause .nto each union agreement to the endthat such union wit be co ntracatalty bound to refer applicants without regard to their race. color. religionsere national origin. age or disability C. The contractor -s to obtatt information as to the referral practices and policies of the labor union except that to the extent such information 3 within the exclusive possession of the labor 'man and suctr labor union reuses to furnish such .nffonrnatan to the contractor, the contractor shad so certify to the contracting agency and shall set forth what efforts lave been r ade to obtan such information. d. Iln the event the union is unable to provide the contractor with a reasonable low of referrals within the tine Irma set forth in the collective batwing agreement. the contractor wih. through independent reau0nventefforts. tII the employment vacancies without regard to race. color, religion, sex, national origin, age or disability mak ng full efforts to obtain qualified and:or qualifiable minorities ands women. The failure of a union to provide sutfiiient.neferfals riven though it is obligated to provide exclusive referrals under the terms of a cot active bargassng agreement) does not relieve the contractorirom the requirements of this paragraph. to the event the union referral practice prevents the contactor from meeting the obtgatons pursuant to Executve Circler 11248 as amerdeci. and these special provisions, such contractor shalt immediately notify the contracting agency. 8. Reasonable Accommodation for Applicants Employees with Disabilities: The co tractor must be farmer with the requirements br and comply with the Americans with Disabilities Act and all rules and regulations established these under. Employers must provide reasonable accommodation in VI employment actvles unless to do so would cause an undue lordship. 9. Selection of Subcontractors. Procurement of Materials and Leasing of Equipment The contractor shall not discnnunatte on the grounds of race. Omar, religion. sex. national origin, age or osabilty in the selection and retention of subcontractors. including proouoement of materials and leases of equipment. The contractor shall sake all necessary and reasonable steps to ensure rondiscnmination h the administration of this contract. a. The contractor shall notify all potential sudtconlractas and sups-ers and lessors of their EEO obligations under this contract b. The contractor will use good faith efforts to ensure subsdxrtractar compliance with their EEO obligations. 10. Assurance Required by 49 CFR 26.134b1: a. The requirements of 49 CFR Part 26 and re -state DOT's U.S. DOT -approved DBE program are rttirporated by reference b. The coraractar or s ►contractor shalt not d+svtnrrrote on the basis of race. coax, national origin, or sex At the performance of th 5 contract The contractor shall carry out arppkcable requirements of 49 CFR Part 2d in the award and arfmtwsnatwn of DOT -assisted contracts. Feriae by the contactor to carry out these requremenis is a material breach of the contract. which may result in the termination of this contact or such other remedy as the contracting agency deems appropriate f t. Records and Reports: The contractor shall keep such records as necessary to document compliance with the EEO requirements Such records shall be retained fora period of three years Worming the date of the ,final payment to the contractor It, all contract wort and shall be available at reasonable times and places for inspection by authorized reeresentatives of the contracting agency and the FHWA. a. The records kept by the contractor shall document the fcllornng { t t The number and work yours of minority and non- mrnorty group members and women employed in each work classfcatw on the project: Tire progress afro efforts being made in cooperation with ,anions, when applcabbe, t0 increase employment opperunites for minorities and Women, are 2; The progress aria efforts bong made in bracing, hiring, traning, qualifying, and upgrading minorities and women b. The contractors and subcontractors Intl submit an annual report to the contracting agency each July for the duration of the project. indicating the number of 'worry, women. and non -minority group employees currently engaged in each work classification requited by the contract work This i rlimi ation s to be report.° on Form FHWA-1391 The staffing data should represent the protect work force on board e, nip or any part of the last payrot pentad preceding the end of July. If on-the-job traning is being required by special provision, the contractor Exhibit I - Page 3 of 12 wit be moused to collect and report training data The employment data should reelect the work force on board during all or any part d the last payroll period preceding the end of July. III. NONSEGREGATED FACILITIES This prtwsron 3s applicable to all Federal -aid construction contracts and to all relate* construct n subcontracts of 510 000 a more. The contractor must ensure that facilites provided for employees are provided n soon a manner that segregation on the basis of race, color region. sea. or national origin canna result. The contractor ow, neither nature such segregated use by rumen or oral policies nor tolerate such ruse by employee custom. The contractofs obligabtak intends flutter to ensure that its enployees are not assigned to perform tea sewers al any location. under the contractors control. where the facilities are segregated The term'facines' :includes waling moms, wort areas. restaurants and other eating areas, we clocks. restrooraw. vrashraoms. locker morns and other storage or dressing areas. parking sots. drinking fountains. recreation or entertainment areas. transportable. and housing provided foe employees. The contractor shad provide separate or sin e-userresuaoms and necessary dressing or sleep rg areas to assure privacy between sexes IV. DAVIS-BACON AND RELATED ACT PROVISIONS This section a applicable to all Federal...ad construction projects exceeding 52000 and to al *crated subcontracts and lower -tier subcontracts (regardless of subcontract size). The requirements aptly to all projects located within the right-of- way of a madtbay that isfisrcucnatly classified as Federal -aid highway. This excfectesroadways functionally classified as local roads or rural minor collectors. Witch are exempt. Contracting agencies may elect to apply these requvemenls to other projects. The following proaaions are from the U.S. Department of t.aborregu ors it 29 CFR 5.1 'Contract pronnalerxs and related matters' with minor revisor tocorioan to the CHINA - 1273 format and FHWA program requirements. 1. Minimum wages a. All laborers and mechanics employed or waking upon the site of the work. will be pad unconditionally and not less alien than once a week. ano without subsequent deduction or rebate on ar!tr account ((except such payroll deductions as are of Labor under uCotted by peland Act 29 ulations CFR part 3)}, the the heha amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at rotas of payment computed at races not less than those contained in the wage detetlrnnaton of the Secretary of Labor which is attached hereto and made a part hereof. regardless of any contractual relotonship which may be alleged to exist between the contractor and such laborers aria mechanics, Contniruaons made or costs reasonably anticipated for bona fide fringe benefits larder section f(by;2l of the Davis -Bacon Act on behalf of'laborers or mechanics are oaftwderacd wages paid to such laborers or mechanics. subject to the provisions of paragraph 1 d. of this sectionalso. regular contributions made or maned for more than a weekly period (but not less often than quarterly) under plans. heads. or programs which cover the partatar weekly period. ana deemed to be constructively made or incurred during such weekly period Such laborers and mechanics sham be paid the appropriate wage rate and hinge benefits on the wage detenninaticn for the classification of work actually performed, without regard to skill, except as prodded in 29 CFR 5.5(aN4), Laborers or methanics performing work in more than one classficacwn maybe compensated at the rate specified for each ciassificart*r for the time actually marred therein Provided. That the employees payroll records accurately set forth the tine spent ra each classification. in which work a performed. The wage determination Oath:cling any additional classification and wage rates con ormed under paragraph Lb. oldie section) and doe Davis -Bacon p eriv/H-13211 shall be posted at all Imes by the contractor and its subcontractors at the see of the work in a prop rent and accessible place where I can be easily sew by the workers. b.,: I ) The contracting officer shall require that any class of taborets or mechanics. including helpers. vdt dr is not listed in the wage determination end which is to be employed under the contract shall be classified in conformance with the wage determination Thecontrading Oiler approve an additional dassf coon and wage rate and tinge benefits therefore only when the ?atoning criteria have been met I 1 The work to by performed by We classification requested is not performed by a classification in the wage detemknatbn: and r+iy The classification is utihtecs in the area by the constucton industry and ( Ii) The proposed wage rate. Including any bona fide lunge benefits. bears a reasonable relationship to the wage rates contained in the wage determination. • 21 If the contractor and the laborers and mechanics to be employed m ttwe classification It known) or their representatives. and the contracting offceragree on the classification and wage rate (include* the amount designated for fringe benefits where appropriate), a report of tN a action taken shall be sent by the contracting officer lathe Administrator cif the Wage and Hour Divisor. Employment Standards Arenmestranon..0 S. Department of Labor. Washington. DC 202t0. The Administrator. or an authorized representative, we approve. modify, or dsapprove every additional classification action within 30 days of receipt and so advise the contracting officer or net notify the contracting officer within the 30 -day period that ad&lronal time is necessary. (31 In the event the toreador. the laborers or nnecharnts to be employed in the classifcation or their representatives. and the c ntracartg officer do riot agree on the proposed observation and wage rate (including the amount designated for binge benefits. where appropriate), the contrasting ng officer shad refer the questions, including the views of at interested parties and the recommendation of the contracting officer to the Wage and Hour Admvestrator for determination The Wage add Hour Admeniseator, or an authorized representative will issue a determination within 30 days of recta and so advise the contracting officer or Exhibit I - Page 4 of 12 w t rioter the contracting officer worm the 30 -day period that adolcn.a we i5 necessary. re) The wage rate (mcluc'Ig fringe benefits where appropriate) delenmined pursuant to paragraphs 1 b.(2) or I b f3) of this section shalt be paid to all workers performing work in the classification underthis contract from the first day on which work is performeo in the classicato n. c. Whenever the minimum wage rate prescrbed at the contract for a class of laborers or mectrecs includes a fringe benefit which is not expressed as an howdy rate. the contractor shall ether pay the benefit as stated in the wage determination or shall pay another bona foe fringe benefit or an hourly cash equivalent thereof d . Irene contractor does not make payments to a trustee or other third person, the contractor may consider as part of the wages or any taborer or mechanic Me amcuraof any costs reasonably anlieinawt n providing bona fide fringe benefits under a plan or proven. Provided. Thal the Seo etary of Labor has found. upon the wetter• request of the contractor. mat the applicable standards of the Davis -Bacon Act have been met. The Secretary of Labor may respire the contractor to set aside e a separate account assets for One meeting of cblgahons under the plan or program. 2. Withholding Tke ig agency shall its own actor or upon written request of an authorized representative of the Department of Labor,wittrtold or cause to be wwhheld from she contractor under this contractor any other contract wren are same prime whom r, orary�federally- asssted contract sublecc to Davis -Bacon prevailing stage requirements, witch s held by Me same prime contractor,so much of the accrued payments or ardwntes as may be oonsdered necessary to pay laborers and rrechancs. including apprentices. trainees, and helpers. employed by the contractor or any subcontractor the he amount of wages required by the contract. In the event of wool to pay etre taborer or mechanic, including any apprentice. trainee, or helper. employed or working on the sue of the work. alt or pan of the wages required by the contract. the contracting agency may, after written nonce to the cor, t r, take such action as may be necessary to cause the suspegs on of any hater paymentadvance. or guarantee of fumes until such violations have ceased 3. Payrolls and basic records 3. Payrolls asap basic records relating thereto triad be maintained by the contractor ourrg the course of the work ano preserve; 'or a perod of three years thereafter for all laborers and me ►once working a{ the ste of the worts. Such records shall contain the name, address. and social security number of each such worker. his or her correct classification houtty rates of wages pad (including rates of cootnbutions or costs anticipated for bona fide fringe benefits or cash equivalents reefed OF the types deserted n section 1'14(201 of the Gams-eacon Act). daily and weekly number of hours waked. deductions made and actual wages pad. Whenever the Secretary of Labor has found under 0 CFR 5 5ia)i l )i iv) that 7+e wages of any laborer or mechanic include the amount of any costs reascnab y anticipated n providing benefits under a plan or program described in section lib ii2;03i of the Davis - Bacon Act the contractor shall maantain records which show that the canrnitment to provide such benefits a enforceable. that the plan or program is financially responsible, and that the plan or program has been communicated in wrong to the laborers or mechanics affected, and records which ~Use costs antcipated or the actual cost incurred n providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintan written evidence of the registration of apprenticeship programs and certification of trainee programs. the registration of the apprentices and trainees and the ratios and wage rates prescribed in the applicable programs b.( I t The contractor shalt submit weekly for each week !tit which any contract work is performed a copy of all payrolls to the contract agency. The payrolls submitted shall set out accurately and complexity all el the information required to be mantained under 29 CFR 5 51',ah31{), except brat At* socal security numbers and tome addresses shall not be included or weeklyy transmittals Instead the payrolls shall any need to hate an individually dertifytrg number for each employee i e.g.. the last four digits of the employee's social security number), The reraled weekly payroll niommation may be submitted in Any form desired. Optimal Forth WH-347 is availatte for this purpose tom the Wage and Hour Division Web see at hap'iarww.dot.gowesatwhd,Yorms.Wh347msa.ron or its successor site The prone contractor is responsible for the submisson of copes of payrolls by all subcontractors Contractors and subcontractors skirl maintain the felt stoat security number and current address of each coveted worker. and shall provide Them agar+ request to the contract% agency for transmission to the Slate DOT, the FHWA or the Wage and Hour Dvrsion of the Department of Labor for purposes of ago evestgatoo or audit of compliance with prevailing wage requirements. It is nor a violation of this section for a prime contractor to requee a subcontractor to provide addresses and social security numbers to the prairie o antractor for is own recordswithout weekly submission to the contracting agency . 12) Each payroll submitted shall be accompanied by a 'Statement a Contpianoe. signed by the contractor or subcontractor or he or doer agent who pays or supervises the payment of ihe persons employed under the contract and shat certify the following: That the payroll for the paryroll period contains the information required to be minded under §5.5 (ak 3ttt of Regulations. 20 CFR part e. the appropriate information a beng maintained under §5.5 fa)S3eiI, of Regulations. 28 CFR part 5. and that such irtformaban s correct and complete r,<h That each laborer or mechanic (including each helper. apprentice. and tratnee) employes on me contract during the payroll permed has won paid the full weedy wages eameo, without rebate, either directly or Indirectly and that no deductions have been mace either directly or mdireuty from the full wages earned. other than permissible deductions as set kilt in Regulations. 20 CFR part 3: (; ill That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated rho the contract Exhibit 1 - Page 5 of 12 (3) The weekly submission of a properly executed certficatotl set forth on the reverse sree of OpsonY Form WH-34T shalt satisfy the requirement for submission of the statement of Conniarica reaurto by paragraph 3.b s21 of this section f4) The fars;+lcauon of any of the above orb icatons may subject the contractor or suboontractorto civil or criminal prosecution under section 1041 of tide 18 and section 231 of tide 31 of the United States Code. c. The contractor or subcontractor shall make the records required under paragraph 3.3 oft* section available for inspection, copyntt creariscripttoh by authorised representatives of the contracting agency, the State DOT„ the R IWA. or the Department of labor, and shall penmt With representatives to interview employees duns tivork.rq hams on the job if the contractor orsubcontractor fails to submit the required records or to make them available. the FRAM may. after written notice to the contractor. the contracting agenccyor the State DOT, take such action as may be pecessary to cause the unperson of arty bather payment, advance, or guarantee of funds. Furthermore. fafure to warm the required records upon request or to make such records available 'nay be grounds for debarment action pursuant to 2P CFR 5.12. 4. Appreietices and trainees a. Apprentices (programs of tIre linDOLi. Apprentices mil be permitted to work atless than the prtedetemsned rate for thevecrk they performed when they are employed pursuant to and inditrobally registered in a bona fide apprentioesb ip program registered with d*.e U.S. Grepanment of Labor. Employment and Training Administration. Office of Apprenticeship Training. Employer and Labor Services, or with a State Apprenticeship Agency recognized by the Offce, or if a person is employed in his or her first 00 days of probationary employment as an appetite.* in such an apprenticeship program. who a not individually registered in the program but who has been tended by the Office of Apprenticeship Training, Employer and Labor Seances or a Slate Apprenticeship Agency tvid+ere approprralett to be eligible for prcbationary employment as an apprentice. The allowable ratio of apprentices to jowht:epan on the job site in any craft classification slat not be greater than the to to permitted tattle contractor as to the entire tworir farce under the registered prograte Any worker tested on a paymt at an apprentice wage rate, who is not registered or otherwise employed as stated above. shall be paid not less than the applicable wage rate on the wage atom for the classification of work actually In addition. any apprentice performing wok on the job site in excess of the ratio penneted under the registered program shall be paid not less than the applicable wage rate on the wage determination 'tor the work actually performed. Where a contractor is performing construction on a project in a locality other than that in which its program is registered. the ratios and wage rates texpressed in percentages of the journeyman's hourly rate) specfied in the contractors or subcontractor's registered program steel be observed. Every apprentice must be paid at not'ess than the rate speeded in the registered program for the apprentice's levet of progress. expressed as a percentage of the journeymen hourly rate specified in the applicable wage determination. Apprentices shard be paid fringe benefits in accordance with the provisions of the appren*ceshxp program If the apprenticeship program does not specify fringe benefits, apprentices must be paid the fel amount of fringe benefits listed on the wage deternrnetan for the applicable classdcatcn. le the Admwistrator determines that a deerent practice prevails for the applicable apprentice classification, fringes shad be paid in accordance with that detenhrnatioe. In the event the OfPce of Apprenticeship Training. Employer and Labor Services. or a State Apprenticeship Agency recognized by the Office Withdraws approval of an apprentceship program. the contractor will no longer be permitted to utilize apprentices at less than the applicable predeternh hed rate for the work performed wail an acceptable program 5 approved. b. Trainees ',programs of the USCOL . Except as provided in 20 CFR 5, td, trainees wt not be permitted to work .al less than the predetermined rate for the work performed unless they are employed pursuant to and hdiv>dmally registered in a program which has received pnor soprani, evidenced by formal certification by the U S. Department of Labor. Employment and Training Administration. The ratio of trainees to journeymen on the job site that not be greater thaw penciled under the plan approved by the Employment and Training Adawnstratico. Every comee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage of the journeyman Irately rate specified in die applicable wage delerrmnatibn. Trainees shag be paidtfringe benefits in accordance watt the provisions of the trainee program If the trainee pulp er i r does not mention fringe benefits, trainees shall be paid Ireful amount of fringe benefits listed on the wage determination unless the Adnun'strabx or the 'Wage and Flour Division determines that there is ass apprenticeship program associated with the cor-espondiisg jo rarreyman wage rate on the wage determmatien Which provides for less than full tap benefits for apprentices. Arty employee listed on the polled at a trainee rate who is riot registered and participating in a training plan approved by the Employment and Training Administration shat he pail not less than the applicable wage rate an the wage determination for the lassrficalion of wort actually performed In addition, any trainee perfonnipg work on the job see m excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the wok actually performed. In the event the Employment and Training Administrator withdraws approval of a training programthe contractor sell no longer be permitted to utilize trainees at less than the applicable predetermined rate for the wort oerfonneo until an acceptable program is approved. c. Equal employment oppottunity The utilization of apprentices, trainees and journeymen under this part sham be h conformity with the equal employment opportunity requirements of Executive Order 11246, as amended. and 22 CFR part 30. Exhibit 1 - Page 6 of 12 d. Apprentices and Trainees fprograins oo the U.S. C�OTi. Apprentices and domes working under apprenticeship and skill training programs winch have been centred by the Secretary of Transportation as promoting EEO in connection with Federal -aid highway construction programs are not subject to the requterneres of paragraph 4 of this Section N The straight time hourly wage rates for apprentices and trainees under such programs will be establishO by the partiouiar morons The ran of apprentices and turves to journeymen shalt noc be greater than permitted by the terms of doe pattcubrprograrr 5. Com pl'ta nce with Copeland Act requirements. The contractor shall comply with the requirements of 29 CFR part 3. which are incorporated by reference in this contract 6. Subcontracts. The contractor or subcontractor shall mswl Form FHWA-12T3 in any subcontracts and tso require Me subcontractors to include form FHWA-1273 n any lower tier subcontracts The pane contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR 5,5. 7, Contract termination: debarment. A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debagneri as a contractor and a subcontractor as provided in 29 CFR 5.12. 9. Comrplance with Davis -Bacon and Related Act requirements_ All rulings and interpretations of the Donis - Bacon and Related Acts aorrtaeed in 29 CFR parts 1 2 and f are herein incorporated by reference in this contract 9. Disputes concerning labor standards Disputes arising out of the labor standards provsions of contract shall not be siuiypct to the general disputes clause of thus contract Such disputes shat be resolved in accordance with the procedures of the Department of Laken set forth in 29 CFR parts 5. 8, and 7 Oise. ties within the meaning of this clause include disputes between the contactor for any of its subcontractors) and the contracting agency, the U.S. Depa enentot Labor. or the employees or then representatves. 14. Certification of eligibility. a. By entering into this contract, the contractor certifies that nether it ( nor tie of she) nor any person or frm who has an merest in the contactors fmn is a person or inn ineligible to be awarded Government contracts by virtue of seaport 1(a) of the Davis -Bacon Act or 29 CFR 5.12?a;e' I ). b No part of this contract shall be suboontracteo to any person or fern ineligible for award of a Government contract by virtue of section 3ial of the Days•Bacon Act or 29 CFR 5.12(a n, I I. c. The pen" ircir making false statements is prescribed ;n the U.S. Criminal Code, II U.S.C. 1DD1 V. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT The follow hp clauses apply to my Fedelat-aid construction contact in alt amount in excess of S 1 Ci0.009 and subject to the overtime previsions of the Contract *ark Hours and Safety Standards Act These clauses shaft be inserted m addition to the clauses required by 28 CFR 5.5(ai or 29 CFR 4.6. As used n this paragraph, the terms laborers and mechanics •nclude watchmen and guards 1. Overtime requirements. No contractor or subcontractor contracting for any pan of the contract work which may require or involve the employment of laborers or mechanics shall require or penn t any such taboneror mechanic in any workweek in which he or she rs employed on such work to work in excess of forty hours in such workweek unless such taborer or mechanic receives ppntpensation at a rate not less than one and one -hat` times the basic rate of pay for all hours worked an excess of forty hours n such workweek. 2. Violation; liability for unpaid wages: liquidated damages. fn the event of any irdation of the clause set forth in paragraph j t. ) of this section,. the contractor and any subcontractor responsible therefor shall be table for the unpaid wages In addition, such contractor and suboontractor shall be liable to the United States tin the case of wore done under contract for the Oisfict of Columba or a Wintry. to such District or to such terrrp t. tor riqurdated damages. Such tiquidated damages shall be computed with respect to each 'ndinctral taborer or mechanic alluding watchmen and guards, employed 'in notation of the clause sec forth in paragraph j1. l or this section, irm tote sum o► $ tp for each calendar dyy on which such inclyidual was required or permitted to work in excess of the standard workweek co forty hours without. payment of the overtime wages required by the clause set forth in parag+ 4 t.} of the section. 3. Withholding for unpaid wages and liquidated damages. The FHWA or the contacting agency shall upon its awn action or upon written request of an authorized representative of the Department of Labor withhold d or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract wth the sane prime contractor, or any other federallyassisted contract subject to the Contact Work Hours and "safety Standards Act which a het by the satire prime contractor, such suns as may be determined to be necessary to satisfy any liabil,tles co such contractor or subcontractor for unpaio wages and liquidated damages as provided in the clause set twat in paragraph (2 t of this sector. 4. Subcontracts. The contractor or subcontractor shalt insert in any subcontracts the clauses set fortis in paragraph through (44 of this section' and also a clause requiring the subcontractors to include these clauses in any tower tier subcontracts. The prime contractorsha4 be responsible for compliance by any subcontractor or lower ter subcontractor with the clauses set forth in paragraphs I t.) through t4.) of this section. Exhibit I - Page 7 of 12 Vi. SUBLETTING OR ASSIGNING THE CONTRACT This provis:on is applicable to al Federal -ad construction contracts on the National H ghway System 1 The contractor shall perform pith its own organization contract work amounting to not less than 30 percent for a greater percentage f specified elsewhere in die contract) of the total orgnai contract prce. eardludirig any specallyr items designated by thecontractng agency. =3peti ally items may be perforrned by subcontract and the amount of any such ' specialty tents perfomtec may be deducted from the total original contract price before computing the amount of work required tope performed by the contractor's own organization (23 CFR 015.110). a. The term 'perform work Monts awn organ =non' refers to workers employed or leased by the prime contractor, and equipment owned or rented by the prime contractor. with or without operators. Such lean does not include err= or equuipnmeit of a subcontractor or lower tiersubcontr�or agents of the mime contractor. or any other assignees. The teem may imbeds payments for the costs of luring leased employees from en employee leassrtg itrnr meeteg al relevant Federal and Slate regulatory requirements Leased employees may only be included inthis term if the prime contractor meets all of the firllownig conditions: Ill the prime contractor maintains control over the supervision or the day-to-day =vines of time teased employees: 12) the prince contractor remains responsible for the quality of the work of the leased employees: 13) the pine contractor retorts Al power to acceptor exclude individual employees from work on the project and (4) the prime contrattorremains ultimately respons for the payment of predetermined minimv>wi wages. the submission of payrolls. statements of compliance and all other Federal regulatory requirements b. 'Specialty Items' shall be construed to be muted to work that requires highly specialized knowledge. abilitie% or equipment not ordinarily available at the type of contracting organizations qualified and enpecteoi to bid or propose on the contract as a vehicle and if general are to belinsted to minor components of the overall contract 2. The contract amount upon wench ore tequgemenis set forth in paragraph i l i of Section lit :s commuted includes the cost of material and manufactured products which are to be purchased or produced by the contractor under the contract provisions. 3 The contractor shall furnish 41a campetent superintendent or superman. who is employed by the firm has full authority to direct performance of the wort er accordance volt the contract requirements, and s in charge of all construction operations iregardtess of who performs the works and ibt such other of rts own �ianat resources {supervision. management. and engineering servicest as the contractingorloer determines is necessary to assure the perforikance of ere contract. 4 No poison of the contract shalt be sublet assigned or otherwise d of except with the Armen consent of the contracting disposed authorized representative, and such consent when given shalt not be construed to relieve the contractor of any responsibility for the fts(ilinent of the contract. Written consent will be Given only after the contracting agency has assured that each subcontract is evidenced in writing and that it contains all pertinent pravisons and requirements of the prime contract 5. The 30% self -performance requirement of paragraph i:1) is rot applicable to design -build contracts. however. contracting agencies may establish their own self -performs,* requirements VII. SAFETY: ACCIDENT PREVENTION T h s provision is applirgee to all Federal -ad construction contracts .and to all related subcontracts. I. In the performance gthis contact the contractor shall comply with all appioable Federal, State and local laws gouerneg safety, health. and sanitation (23 CFR 035: The contractor shall provide all safeguards, safety devices and protective equipment and take any otherneeded actions as t determines. or as the contracting officer may determine, to be reasonably necessary to protect the life and health of employees on die job and the safely of the public and to Protect property rmmnnection with the performance of the work covered bythe Contract 1 It rs a condition of this contract, and shad berried* a condition of each subcontract which die contractor enters into pursuant to this contract, lhatlhe contractor and any subcontractor shag not permit any employee, in performance of the contract, to work in surrot firings or under condeons which ere ureanitaty, hazardous or dangerous tohislier health of safety. as determined under construction safety and health standards (29 CFR 1026) promulgated bythe Secretary of Labor in accordance with Section ti07 of the Contract Work flours and Safety Standards Act (40 U.S.C 37041. 3. Pursuant to 2P CFR i9L+6.3. a rs a condition of this contract that the Secretary, of Labor or authorized representative thereof shall have right of entry to any site of contact perfammarce to inspect or investigate the matter cf compliance entitle construction safety and health standards and to carry out the duties of the Secretary tinder Section 107 gem Contract Work bows and Safety Standards Act i'40 U S.C.3704) VIII. FALSE STATEMENTS CONCERNING HIGHWAY PROJECTS € his pr e vi s i on us applicable to all Federal -ac construction contracts and toad related subcontracts. In order to assure high quality and durable construction in conformity with approved plans and specifications and a high degree of reliability on statements and representations made hi/elements.. oo=trectors. suppliers. and workers on Federal. aid highway projects, it is essential that *lemons concerned with the project perform their functions as carefully, thoroughly, and honestly as possible. Willful falsiication. distortion. or misrepresentation !meth respect to ally facts related to the project is a violation of Federal law. To prevent any misunderstentling regarding the seriousness of these and smiler acts, Form Ft4WA-$022 shall be posted oneach Federal -aid highway project w23 CFR 635) in one or more Maces where it is readily available to a0 persons concerned with the project - IS U.S.C. I020 reads as follows: Exhibit I - Page 8 of 12 'Whoever, better an officer, agent, oremppoyee of the United States, orof any'State of Territory, or Whoever whether a person association. firm_ or corporation, knomngy makes any false statement false representation. or false report as to the characterquality, quantity or cost of the material used or to be used, or the quantity or quality of the work performed or to be performed. or the cost thereof in connection nith the submission of plans, naps speotcationscontracts. or costs of construct orm On any hstrway or related project submitted for approval to the Secretary of Transportation: or Whoever farowingly makes any false statement, false representation, false report or false clam nith respect to the character "inlay, quantity, or cost of any tmork performed or tc be performed. or materials furnished or to be famished. in connector with the construction of any highvday or related project approved by the Secretary of Transport atua; or Whoever knowingly makes any false statement or false representation as to material fact n any statement. cerafcate. or report subrrateed pursuant to provisions of the Federal a a Roads Aot approved July 1, 1816 ;3P Stet 3&51, as amended and supplemented; Snarl be feed under this title or rmprsunuu nut inane hittingzi years or both." IX. IMPLEMENTATION OF CLEAN AIR ACT AND FEDERAL WATER POLLUTfON CONTROL ACT This provisos s applicable to all Federal -aid construc tcn contracts and to all related subcontracts By submission of thhis bidaxoposail or the execution o' this contract, or subcontract as apprcprite, the bidder proposer Federal -ac construction protractor. or subcontrxtor, as appropriate. will be deemed to tare stipulated as foams; I . That any comae who s or will be utilized ,a the performance ce this contract is not prohibited tom receiving an award dee to a violation of Section Snot the Clean Water Act or Section 308 of the Clean Air Act 2. That the contractor agrees to include or cause to be included ors requesin of paragraph 411 re this Section X in every subcoraract. arid anther a@eees to take such action as be contracting agency may direct as a means of enforcing such requirements. X, CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION This provisions apoticabie to at Federal -ad constructon contracts design -bald contracts. subcontracts. lowem.tier subcontractspurchase alders, lease agreements. consultant contracts or any other covered transaction requiring FHWA approval or that s estimated to cost $25,0#6 or more - as defined in 2 CFR Parts tED and 1240. I. Instructions for Certification- First fier Participants: a. By signing and submitting this proposal, the prospective rant tier participant is providing the certification set out below. P. The inability of a person to provide the certification set out below will not necessarily result in denial of participation in this covered transaction. The prospective fist Per partopant shad submit an expkanaton of why it cannot provide the certification set out bellow. The certification or explanation trot be considered in connection with the department or agency's determination whether to enter into the transaction. However failure of the prospective frst tier partcipairq to furnish a certification or an explanation shall disqualify such a person from participation n this transacton. c. The certification in this clause is a material representation of fact upon which retiarce teas placed when the contracting agency detemined to enter iota ties transaction. If f is later determined that die prospective participant knowingly rendered an erroneous certtcadon, in addition to other remeoes available to the Federal Government. the contracting agency may terminate this transaction 'or cause of default, d. The prospective first ter participant shall provide rnmediate warden nonce to the contracting agency to whom this proposal is submitted 4 any time the prospective first ter participant teams that its certificaten was erroneous when submitted or has become erroneous by reason of changed circumstances e. The tents 'covered transaction. ' 'debarred.' 'suspendedi,' inehgible.participant,' "person ' "paincipa, and 'vounntarly excluded ' as Used in tits clause are defined It 2 CFR Parts 169 and 1200. 'First Tier Covered Transactorns' refers to any covered transaction between a grantee orsubgrantee of Federal fonds and a parpcipant tsuch as the prime or general contract lower Tier Covered Transactor*" refers to any covered transaction under a First Ter Covered Transaction Isuch as subcontracts). "First Ter Partcipan£ refers to the participant who has entered into a covered transaction wtlr a grantee or subgramee of Federal funds 'such as the prime or general conttaor;, 'Loner Tier Participant' refers any participant who has entered into a covered transacaorn with a First Ter Participant or other Lower Ter Participants ouch as subcontractors and suppliersi. f. The prospective liirsit tier participant agrees by submittng this proposal that, should the proposed catered transaction be entered intoit shall not kro ngfy enter into any lower tier covered transactor) with a persona", is debarred, suspended, declared obligati*, ore oturtlanly excluded from participation in this covered transaction. unless authorzed by the department or agency enter.dig into this transaction p. The prospectee first tier participant further agrees by submatnpOaks proposal that it will radkade the clause tided 'Certification Regarding Debarment, Suspension. tangibility and Voluntary Exclusion -Lower Tier Covered Transactions,' provided by the department or contracting agency. enterrg no this covered transactor). without modification in all lower tier covered transactions arra in all solicitations for lower her covered transactions exceeding the 525.000 threshold It A patt'tipant in a oovereo trap tact on.may rely upon a certifcation of a prospective pancipant in a lower tier covered transacton that is not debarred. suspended, meligbie or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant is responsible for ensuring that its principals are not siispendeo. debarred, or otherwise ineligible to participate in covered transactions To verfy the eligibility of its principals as well as the eligibility ce any lower tier prospective participants, each participant may, but is nal required to. check the Excluded Parties List System vrebsite Chaos: nwnv.eors.tmvii, Which i5 compiled by the General Services Administration. Exhibit I - Page 9 of 12 Nothing contained et the foregoing shall be construed to require the establishment of a system of records in order to render in good faith the certification required by this clause The knowledge and intonation of the prospective participant is not required to exceed that ettich is normally possessed by a prudent person in the ordinary course of business dealings. } Except for transactions authorized under paragraph (ft of these instructions. it a participant in a covered transaction known* enters into a lower tiercovered transactionp with a person who is suspended debarred, ineligible, or voluntarily excluded from partiarpation in this transactor, rn arnthon to other remedies avatahbie to the Federal Goverrrnent tie department or agency may terminate this transaction for cause or default 2. Certification Regarding Debarment. Suspension. Ineliigtltility and Voluntary Exclusion — First Tier Participants: a The prospective first tier participant certifies to the best of its knowledge and belief, that it and its principals { t ) Are not presently debarred. suspended. proposed for debarment declared ineligible, cr voluntary excluded from partiotoanng in covered trsrasactions by any Federal department or agency. 12) Have not within n a three-yearperod preced a"g this proposal been convicted of or hao a civil tudienert rendered against there for commission of fraud or a crime offense in connection with obtaining, attempting to obtavt. or nertunning a public (Federal. Slate or locall transaction or contract under a public transaction violation of Federal or State antitrust statutes or onmanasion of embezzierrent theft. forgery. bribery, ialsa<cation or destruction of records, making false statements. or receiving stolen property; i3) Are not presently indicted for or otherwise criminally or eivl Ivy charged by a governmental entity fFederal. atin or local) with coiwnission of any of the offenses ~loafed in paragraph tag? of this cetlicabon: and 14) Have not within a three-year period preceding this applicationiproposa had one or more public transactions (Federal, State or local) terminated for cause or default b- Where the prospective participant is unable to certify to any of the slatemerds in the certification, such prospective participant shall attach an explanation to this proposal 2. Instructions for Certification - Lower Tier Participants: (Applicable to all subcontracts. purchase ctrsern and outer tower tier transactions requiring prior FHWA approval or estimated to cost S2S200 or more - 2 CFR Parts ±30 and 1200) a. By signing and submitting this proposal. the prospective lower tier is providing the certfcation set out below. p The certification in this clause is a material representation of tact upon which reliance was placed when this tray ssaanort was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Governmentthe department, or agency with which this transaction originated may pursue available remedies. inducting suspension arnd.idr debarment. o. The prospective lower tier participant shat provide mmediate written notice to the person to which this proposal s submitted if at any time the prospective lower tier participant learns that its certification was erroneous by reason or changed circumstances. d: The terms "covered transaction, "debarred " 'suspended.' ineligible.' ,.participant." person 'principal,' and 'Manly excluded.' as used in this clause, are defined in 2 CFR Parts LEO and 1200 You may contact the person to which this mopes* is submitted for assistance in obtaining a copy of those regulations. 'First Tier Covered Transactions" refers to any covered transaction between a grantee or subg[antee of Federal funds and a partwpant ;such as the prime or general coetlractj. tower Tier Covered Transactions' refers to any covered transaction under a First Tier Covered Transaction (such as subcontracts) "Fast Tier Participant' refers to the participant who has entered into a covered transaction with a grantee or srkgrantee Of Federal funds {such as the prime or general contractor). "Lower Tier Participant' refers any participant who has entered into 3 covered transaction with a First Tier Participant or other Lower Tier Participants (such as subcontractors and suppliers). e. The prospective lower tier participant agrees by submitting this proposal that should the proposed covered transaction be entered into, it shall not knowingly enter into arty lower tier cohered transaction with a person into s debarred. suspended. declared ineligible. or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated f. The prospective tower ter participant further agrees by submitting this proposal that it wilt Include this clause tiled 'Cokfrcation Regarding Debarment. Suspension, Ineligibility and VoluntaryExclusiorrrt ower Tier Covered Transaction.' without modification, in all lower tier covered transactions aria in ad solicitations for lower tier covered transactions exceeding the $25,000 threshold. g A participant n a covered transaction may rely upon a certification of a ptrnspectnse participant in a tower tier covered transaction that is not debated, suspended, insigne, or voluntarily extended front the covered transaction, unless it knows that the certification is erroneous. A participant is responsible for ensuing that its principals are not suspended. debarred. or otherwise mekgibte to participate in covered transactions To verily the eligibility of its principals. as well as the eligibility of any lower tier prospective participates. each participant may, but is not nequaed to, check the Excluded Parties List System webslte (fnRcs aiwww.epis.00vi i which is compiled by the General Services Administration. h. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certfication required by this clause. The knowledge and information of participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course cf business dealings. Except for transactions authorized under paragraph e of these nstructons. if a participant in 3 covered transaction knowingly enters trio a borer tier covered transaction with a person who is suspended, debarred. ineligible: or vofureariiy excluded from participation in this transaction, in addition to other remedies available to the Federal Government. the Exhibit I - Page 10 of 12 department or agency oath Which this transaction originated may pursue avaitaf fe renedies. including suspension andior debarment. Certification Regarding Debarment. Suspension, baeligdlih and Voluntary Ericlosion—Lower Tier Participants: 1. The prospective lower tier participant certifiesby submission of the proposal, that neither it nor its principals is presently debarred, suspended. proposed for debarment. declared ineligible. or iwolunc rdy excluded from participating 'n covered transactions try any Federal department or agency. 2. Where the prospective lower tier participant is unable to certfy to any of die statements in this certification, such prospective participant shall attaesr an explanation co this proposal. Xi. CERTIFICATION REGARDING USE OF CONTRACT FUNDS FOR LOBBYING This provisiofn is applicabce to all Federal -aid construction contracts and to all related suboarraces which exceed 3100.000 l40 CFR 20 I. The prospective participant certifies. by signing and submitting this b-xt or proposal, to the best ens or her knowledge and be41ef that a. No Federal aced funds have been paid or will be paid. by or on b if of the undersigned, to any person for influencing rxr attempting to infr reece an officer cr employee of any Federal agency, a Member of Congress, en officer or employee of Congress. or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making cif any Federal grant,. the snaking of any Federal loan, the eritering into of any cooperative agreement. and the extension, continuation, renewal. amendment. or modification of any Federal contract.. grant. loan. or cooperative agreement. b. If any funds other than Federal appropriated funds have been pad or well be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency. a Member of Congress, an officer or employee c Congress. or an employee. ox a Member of °Congress in connecton with this Federal contract, grant. loan., or cooperative agreement. the undersigned shall complete and submit Standard Fcrm-LLL "Disclosure Form to Report Lobbying ` in accordance with its instructors 2. This certification is a rttiter..a representation of fact upon winch reliance was placed wren this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. 1352 Ahy person who fads to file the required certficalion shall be subject to a crv11 pehalty.ot not fess than S10r000 and not more than S100.000 for each wren failure 3. The prospective participant also agrees by submittng its bid or proposal that the participant shall require that the language of this cert ficaton be included m all lower tier subcontracts. with exceed 3100.000 and that all such recipients shall certify and disclose accordingly. Exhibit 1 - Page 11 of 12 ATTACHMENT A - EMPLOYMENT AND MATERIALS HIREFERENCE FOR APPALACHIAN DEVELOPMENT GHWAY SYSTEM OR APPALACHIAN LOCAL ACCESS ROAD CONTRACTS This provision s apptirable to all Federal -ad projects funded under the Appalachian Regional Development Act of 1905. I . During the performance of this contrxc, the contractor undertaking to do work reach is, or reasonably may bedone as on -site work, shall give preference to qualified persons who regularly reside in the �rea as designated by the DOL wherein the contract work is situated or the subregion. or the Appalachian comes of the State Wherein the contract work 4 situated except a To the extent that quakfiedi persons regikady reseting ri the area are not available. b. Far the reasonable needs of the contractor to employ supervisory Or spec ally erpenenoed persannei necessary to assWre an efficient execution of the contract work. c. For the obligation of the contractor to offer employment to present or former employees assthe result ofa lawful oottective bargartrig contract. provided that the number of nonresident persons employed under this subparagraph► lc t shall not exceed 20 percent of the total number of employees employed by the contractor on the contract work. except as prorrded in subparagraph r4Fbelow. 2. The contractor shah place a pb order with the State Employment Service indicating Carafe classifications of the laborers mechanics and other employees required to perform the contract work, tibt the numbergif entptoyees required in each dasslIicanorr. (et the date on Witch the participant estmates swift employees oil be required and id} any other pertinent niformation required by the State Employment Service to complete the job order form The PbIorder may be placed rich the State Er pbpment Seltvice in wrfiing or by telephone If during the coarse of the contract work. the information submfted by the contractor In the original job order is substantraly modified. theparucpant shall ptampdy notify die State Employment Service 3, The contractor shall give fidl cdnsideratom to as qualified job applicants referred to him by die State Employment Service. The contractor is not required to grant employment to any Job applicants who. in he opinion, are not qualifeed to perform the classification of work required. 4. If. within one week following the placing of ajob order by the contractor with the State Employment Service, the State Employment Service is unable to refer any qualified 1pb applicants to the contractor. or less than the number requested, die State Employment Service wit forward a certlilicale to the contractor indicating the unavailability of applicants. Such certificate shall be made a par of the contractor's permanent project records. Upon receipt of this cemIcale- the contractor now employ persons wile do not normally reside in the labor area to fa positions covered by the cert iaxe. notwithstanding the protisions of subparagraph f tot above. S. The provisions of 23 CFR 833.207(e) allow the contracting to provide a contractual preference for the use of mine�urce matenals native to the Appalachian region. 8. The contractor shalt inckide the provisions of Sections 1 through 4 of this Attachment A vi every subcontract for work which s or reasonably may be, done as on -see work. Exhibit 1 - Page 12 of 12 EXHIBIT J, ADDITIONAL FEDERAL REQUIREMENTS Federal laws and regulations that may be applicable to the Work include: Executive Order 11246 Executive Order 11246 of September 24, 1965 entitled "Equal Employment Opportunity," as amended by Executive Order 11375 of October 13, 1967 and as supplemented in Department of Labor regulations (41 CFR Chapter 60) (All construction contracts awarded in excess of $10,000 by the Local Agencys and their contractors or the Local Agencys). Copeland "Anti -Kickback" Act The Copeland "Anti -Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3) (All contracts and sub -Agreements for construction or repair). Davis -Bacon Act The Davis -Bacon Act (40 U.S.C. 276a to a-7) as supplemented by Department of Labor regulations (29 CFR Part 5) (Construction contracts in excess of $2,000 awarded by the Local Agencys and the Locai Agencys when required by Federal Agreement program legislation. This act requires that all laborers and mechanics employed by contractors or sub -contractors to work on construction projects financed by federal assistance must be paid wages not less than those established for the locality of the project by the Secretary of Labor). Contract Work Hours and Safety Standards Act Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-330) as supplemented by Department of Labor regulations (29 CFR Part 5). (Construction contracts awarded by the Local Agency's in excess of $2,000, and in excess of $2,500 for other contracts which involve the employment of mechanics or laborers). Clear Air Act Standards, orders, or requirements issued under section 306 of the Clear Air Act (42 U.S.C. 1857(h), section 508 of the Clean Water Act (33 U.S.C. 1368). Executive Order 11738, and Environmental Protection Agency regulations (40 CFR Part 15) (contracts, subcontracts, and sub -Agreements of amounts in excess of $100,000). Energy Policy and Conservation Act Mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163). OMB Circulars Office of Management and Budget Circulars A-87, A-21 or A-122, and A-102 or A-110, whichever is applicable. Hatch Act The Hatch Act (5 USC 1501-1508) and Public Law 95-454 Section 4728. These statutes state that federal funds cannot be used for partisan political purposes of any kind by any person or organization involved in the administration of federally -assisted programs. Nondiscrimination The Local Agency shall not exclude from participation in, deny the benefits of, or subject to discrimination any person in the United States on the ground of race, color national origin, sex, age or disability. Prior to the receipt of any Federal financial assistance from CDOT, the Local Agency shall execute the attached Standard DOT Title VI assurance. As appropriate, the Local Agency shall include Appendix A, B, or C to the Standard DOT Title VI assurance in any contract utilizing federal funds, land or other aid. The Local Agency shall also include the following in all contract advertisements: The [Local Agency!, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (79 Stat. 252, 42 US.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, DBEs will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grouds of race, color, or national origin in consideration for any award. Exhibit J - Page 1 of 11 ADA In any contract utilizing federal funds, land, or other federal aid, the Local Agency shall require the federal - aid recipient or contractor to provide a statement of written assurance that they will comply with Section 504 and not discriminate on the basis of disability. Uniform Relocation Assistance and Real Property Acquisition Policies Act The Uniform Relocation Assistance and Real Property Acquisition Policies Act, as amended (Public Law 91-646, as amended and Public Law 100-17, 101 Stat. 246-256). (If the contractor is acquiring real property and displacing households or businesses in the performance of the Agreement). Drug -Free Workplace Act The Drug -Free Workplace Act (Public Law 100-690 Title V, subtitle D, 41 USC 701 et seq.). Age Discrimination Act of 1975 The Age Discrimination Act of 1975, 42 U.S.C. Sections 6101 et. seq. and its implementing regulation, 45 C.F.R. Part 91; Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. 794, as amended, and implementing regulation 45 C.F.R. Part 84. 23 C.F.R. Part 172 23 C.F.R. Part 172, concerning "Administration of Engineering and Design Related Contracts". 23 C.F.R Part 633 23 C.F.R Part 633, concerning "Required Contract Provisions for Federal -Aid Construction Contracts". 23 C.F.R. Part 635 23 C.F.R. Part 635, concerning "Construction and Maintenance Provisions". Title VI of the Civil Rights Act of 1964 and 162(a) of the Federal Aid Highway Act of 1973 Title VI of the Civil Rights Act of 1964 and 162(a) of the Federal Aid Highway Act of 1973. The requirements for which are shown in the Nondiscrimination Provisions, which are attached hereto and made a part hereof. Nondiscrimination Provisions: In compliance with Title VI of the Civil Rights Act of 1964 and with Section 162(a) of the Federal Aid Highway Act of 1973, the Contractor, for itself, its assignees and successors in interest, agree as follows: i. Compliance with Regulations The Contractor will comply with the Regulations of the Department of Transportation relative to nondiscrimination in Federally assisted programs of the Department of Transportation (Title 49, Code of Federal Regulations, Part 21, hereinafter referred to as the "Regulations"), which are herein incorporated by reference and made a part of this Agreement. ii. Nondiscrimination The Contractor, with regard to the work performed by it after award and prior to completion of the contract work, will not discriminate on the ground of race, color, sex, mental or physical handicap or national origin in the selection and retention of Subcontractors, including procurement of materials and leases of equipment. The Contractor will not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix C of the Regulations. iii. Solicitations for Subcontracts, Including Procurement of Materials and Equipment In all solicitations either by competitive bidding or negotiation made by the Contractor for work to be performed under a subcontract, including procurement of materials or equipment, each potential Subcontractor or supplier shall be notified by the Contractor of the Contractor's obligations under this Agreement and the Regulations relative to nondiscrimination on the ground of race, color, sex, mental or physical handicap or national origin. iv. Information and Reports The Contractor will provide all information and reports required by the Regulations, or orders and instructions issued pursuant thereto and will permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the State or the FHWA to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of the Contractor is in the exclusive possession of another who fails or refuses to furnish this information, the Contractor shall so certify to the State, or the FHWA as appropriate and shall set forth what efforts have been made to obtain the information. Exhibit J - Page 2 of 11 v. Sanctions for Noncompliance In the event of the Contractor's noncompliance with the nondiscrimination provisions of this Agreement, the State shall impose such contract sanctions as it or the FHWA may determine to be appropriate, including, but not limited to: a. Withholding of payments to the Contractor under the contract until the Contractor complies, and/or b. Cancellation, termination or suspension of the contract, in whole or in part. Incorporation of Provisions §22 The Contractor will include the provisions of this Exhibit J in every subcontract, including procurement of materials and leases of equipment, unless exempt by the Regulations, orders, or instructions issued pursuant thereto. The Contractor will take such action with respect to any subcontract or procurement as the State or the FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance; provided, however, that, in the event the Contractor becomes involved in, or is threatened with, litigation with a Subcontractor or supplier as a result of such direction, the Contractor may request the State to enter into such litigation to protect the interest of the State and in addition, the Contractor may request the FHWA to enter into such litigation to protect the interests of the United States. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK Exhibit J - Page 3 of 11 SAMPLE The United States Department of Transportation (USDOT) Standard Title VI/Non-Discrimination Assurances for Local Agencies DOT Order No. 1050.2A The [Local Agency] (herein referred to as the "Recipient"), HEREBY AGREES THAT, as a condition to receiving any Federal financial assistance from the U.S. Department of Transportation (DOT), through the Colorado Department of Transportation and the Federal Highway Administration (FHWA), Federal Transit Administration (FTA), and Federal Aviation Administration (FAA), is subject to and will comply with the following: Statutory/Regulatory Authorities Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); • 49 C.F.R. Part 21 (entitled Non-discrimination In Federally -Assisted Programs Of The Department Of Transportation -Effectuation Of Title VI Of The Civil Rights Act Of 1964); • 28 C.F.R. section 50.3 (U.S. Department of Justice Guidelines for Enforcement of Title VI of the Civil Rights Act of 1964); The preceding statutory and regulatory cites hereinafter are referred to as the "Acts" and "Regulations," respectively. General Assurances In accordance with the Acts, the Regulations, and other pertinent directives, circulars, policy, memoranda, and/or guidance, the Recipient hereby gives assurance that it will promptly take any measures necessary to ensure that: "No person in the United States shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of or be otherwise subjected to discrimination under any program or activity, 'for which the Recipient receives Federal financial assistance from DOT, including the FHWA, ETA, or FAA. The Civil Rights Restoration Act of 1987 clarified the original intent of Congress, with respect to Title VI and other Non-discrimination requirements (The Age Discrimination Act of 1975, and Section 504 of the Rehabilitation Act of 1973), by restoring the broad, institutional -wide scope and coverage of these non- discrimination statutes and requirements to include all programs and activities of the Recipient, so long as any portion of the program is Federally assisted. Specific Assurances More specifically, and without limiting the above general Assurance, the Recipient agrees with and gives the following Assurances with respect to its Federally assisted FHWA, FTA, and FAA assisted programs: 1. The Recipient agrees that each "activity," "facility," or "program," as defined in §§ 21.23(b) and 21.23(e) of 49 C.F.R. § 21 will be (with regard to an "activity") facilitated, or will be (with regard to a "facility") operated, or will be (with regard to a "program") conducted in compliance with all requirements imposed by, or pursuant to the Acts and the Regulations. 2. The Recipient will insert the following notification in all solicitations for bids, Requests For Proposals for work, or material subject to the Acts and the Regulations made in connection with all FHWA, FTA and FAA programs and, in adapted form, in all proposals for negotiated agreements regardless of funding source: 3. "The [Local Agency] in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 US.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity Exhibit J - Page 4 of 11 4. to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award." 5. The Recipient will insert the clauses of Appendix A and E of this Assurance in every contract or agreement subject to the Acts and the Regulations. 6. The Recipient will insert the clauses of Appendix B of this Assurance, as a covenant running with the land, in any deed from the United States effecting or recording a transfer of real property, structures, use, or improvements thereon or interest therein to a Recipient. 7. That where the Recipient receives Federal financial assistance to construct a facility, or part of a facility, the Assurance will extend to the entire facility and facilities operated in connection therewith. 8. That where the Recipient receives Federal financial assistance in the form, or for the acquisition of real property or an interest in real property, the Assurance will extend to rights to space on, over, or under such property. 9. That the Recipient will include the clauses set forth in Appendix C and Appendix D of this Assurance, as a covenant running with the land, in any future deeds, leases, licenses, permits, or similar instruments entered into by the Recipient with other parties: a. for the subsequent transfer of real property acquired or improved under the applicable activity, project, or program; and b. for the construction or use of, or access to, space on, over, or under real property acquired or improved under the applicable activity, project, or program. 10. That this Assurance obligates the Recipient for the period during which Federal financial assistance is extended to the program, except where the Federal financial assistance is to provide, or is in the form of, personal property, or real property, or interest therein, or structures or improvements thereon, in which case the Assurance obligates the Recipient, or any transferee for the longer of the following periods: a. the period during which the property is used for a purpose for which the Federal financial assistance is extended, or for another purpose involving the provision of similar services or benefits; or b. the period during which the Recipient retains ownership or possession of the property. H. The Recipient will provide for such methods of administration for the program as are found by the Secretary of Transportation or the official to whom he/she delegates specific authority to give reasonable guarantee that it, other recipients, sub -recipients, sub -grantees, contractors, subcontractors, consultants, transferees, successors in interest, and other participants of Federal financial assistance under such program will comply with all requirements imposed or pursuant to the Acts, the Regulations, and this Assurance. 12. The Recipient agrees that the United States has a right to seek judicial enforcement with regard to any matter arising under the Acts, the Regulations, and this Assurance. By signing this ASSURANCE, the [Local Agency] also agrees to comply (and require any sub -recipients, sub - grantees, contractors, successors, transferees, and/or assignees to comply) with all applicable provisions governing the FHWA, FTA, and FAA's access to records, accounts, documents, information, facilities, and staff. You also recognize that you must comply with any program or compliance reviews, and/or complaint investigations conducted by CDOT, FHWA, FTA, or FAA. You must keep records, reports, and submit the material for review Exhibit J - Page 5 of 11 upon request to CDOT, FHWA, FTA, or FAA, or its designee in a timely, complete, and accurate way. Additionally, you must comply with all other reporting, data collection, and evaluation requirements, as prescribed by law or detailed in program guidance. [Local Agency] gives this ASSURANCE in consideration of and for obtaining any Federal grants, loans, contracts, agreements, property, and/or discounts, or other Federal -aid and Federal financial assistance extended after the date hereof to the recipients by the U.S. Department of Transportation under the FHWA, FTA, and FAA. This ASSURANCE is binding on [Local Agency], other recipients, sub -recipients, sub -grantees, contractors, subcontractors and their subcontractors', transferees, successors in interest, and any other participants in the FHWA, FTA, and FAA funded programs. The person(s) signing below is authorized to sign this ASSURANCE on behalf of the Recipient. (Name of Recipient) by (Signature of Authorized Official) DATED Exhibit J - Page 6 of 11 APPENDIX A During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees as follows: I. Compliance with Regulations: The contractor (hereinafter includes consultants) will comply with the Acts and the Regulations relative to Non-discrimination in Federally -assisted programs of the U.S. Department of Transportation, FHWA, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. 2. Non-discrimination: The contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. 3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the contractor of the contractor's obligations under this contract and the Acts and the Regulations relative to Non-discrimination on the grounds of race, color, or national origin. 4. Information and Reports: The contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the [Local Agency], CDOT or FHWA to be pertinent to ascertain compliance with such Acts, Regulations, and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the contractor will so certify to the [Local Agency], CDOT or FHWA, as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of a contractor's noncompliance with the Non- discrimination provisions of this contract, the [Local Agency] will impose such contract sanctions as it, CDOT or FHWA may determine to be appropriate, including, but not limited to: a. withholding payments to the contractor under the contract until the contractor complies; and/or b. cancelling, terminating, or suspending a contract, in whole or in part. 6. Incorporation of Provisions: The contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the Recipient or the [Local Agency], CDOT or FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the contractor may request the Recipient to enter into any litigation to protect the interests of the Recipient. In addition, the contractor may request the United States to enter into the litigation to protect the interests of the United States. Exhibit J - Page 7 of 1 I APPENDIX B CLAUSES FOR DEEDS TRANSFERRING UNITED STATES PROPERTY The following clauses will be included in deeds effecting or recording the transfer of real property, structures, or improvements thereon, or granting interest therein from the United States pursuant to the provisions of Assurance 4: NOW, THEREFORE, the U.S. Department of Transportation as authorized by law and upon the condition that the [Local Agency] will accept title to the lands and maintain the project constructed thereon in accordance with (Name of Appropriate Legislative Authority), the Regulations for the Administration of (Name of Appropriate Program), and the policies and procedures prescribed by the FHWA of the U.S. Department of Transportation in accordance and in compliance with all requirements imposed by Title 49, Code of Federal Regulations, U.S. Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in Federally -assisted programs of the U.S Department of Transportation pertaining to and effectuating the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252; 42 U.S.C. § 2000d to 2000d-4), does hereby remise, release, quitclaim and convey unto the [Local Agency] all the right, title and interest of the U.S. Department of Transportation in and to said lands described in Exhibit A attached hereto and made a part hereof. (HABENDUM CLAUSE) TO HAVE AND TO HOLD said lands and interests therein unto [Local Agency] and its successors forever, subject, however, to the covenants, conditions, restrictions and reservations herein contained as follows, which will remain in effect for the period during which the real property or structures are used for a purpose for which Federal financial assistance is extended or for another purpose involving the provision of similar services or benefits and will be binding on the [Local Agency] its successors and assigns. The [Local Agency], in consideration of the conveyance of said lands and interests in lands, does hereby covenant and agree as a covenant running with the land for itself, its successors and assigns, that (1) no person will on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination with regard to any facility located wholly or in part on, over, or under such lands hereby conveyed [,] [and]* (2) that the [Local Agency] will use the lands and interests in lands and interests in lands so conveyed, in compliance with all requirements imposed by or pursuant to Title 49, Code of Federal Regulations, U.S. Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in Federally -assisted programs of the U.S. Department of Transportation, Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations and Acts may be amended [, and (3) that in the event of breach of any of the above -mentioned non-discrimination conditions, the Department will have a right to enter or re-enter said lands and facilities on said land, and that above described land and facilities will thereon revert to and vest in and become the absolute property of the U.S. Department of Transportation and its assigns as such interest existed prior to this instruction].* (*Reverter clause and related language to be used only when it is determined that such a clause is necessary in order Exhibit J - Page 8 of 11 APPENDIX C CLAUSES FOR TRANSFER OF REAL PROPERTY ACQUIRED OR IMPROVED UNDER THE ACTIVITY, FACILITY, OR PROGRAM The following clauses will be included in deeds, licenses, leases, permits, or similar instruments entered into by the [Local Agency] pursuant to the provisions of Assurance 7(a): A. The (grantee, lessee, permittee, etc. as appropriate) for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree [in the case of deeds and leases add "as a covenant running with the land"] that: I. In the event facilities are constructed, maintained, or otherwise operated on the property described in this (deed, license, lease, permit, etc.) for a purpose for which a U.S. Department of Transportation activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, the (grantee, licensee, lessee, permittee, etc.) will maintain and operate such facilities and services in compliance with all requirements imposed by the Acts and Regulations (as may be amended) such that no person on the grounds of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities. B. With respect to licenses, leases, permits, etc., in the event of breach of any of the above Non-discrimination covenants, [Local Agency] will have the right to terminate the (lease, license, permit, etc.) and to enter, re-enter, and repossess said lands and facilities thereon, and hold the same as if the (lease, license, permit, etc.) had never been made or issued.* C. With respect to a deed, in the event of breach of any of the above Non-discrimination covenants, the [Local Agency] will have the right to enter or re-enter the lands and facilities thereon, and the above described lands and facilities will there upon revert to and vest in and become the absolute property of the [Local Agency] and its assigns.* (*Reverter clause and related language to be used only when it is determined that such a clause is necessary to make clear the purpose of Title VI.) Exhibit J - Page 9 of I 11 APPENDIX D CLAUSES FOR CONSTRUCTION/USE/ACCESS TO REAL PROPERTY ACQUIRED UNDER THE ACTIVITY, FACILITY OR PROGRAM The following clauses will be included in deeds, licenses, permits, or similar instruments/agreements entered into by [Local Agency] pursuant to the provisions of Assurance 7(b): A. The (grantee, licensee, permittee, etc., as appropriate) for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree (in the case of deeds and leases add, "as a covenant running with the land") that (I) no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the construction of any improvements on, over, or under such land, and the furnishing of services thereon, no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (3) that the (grantee, licensee, lessee, permittee, etc.) will use the premises in compliance with all other requirements imposed by or pursuant to the Acts and Regulations, as amended, set forth in this Assurance. B. With respect to (licenses, leases, permits, etc.), in the event of breach of any of the above Non- discrimination covenants, [Local Agency] will have the right to terminate the (license, permit, etc., as appropriate) and to enter or re-enter and repossess said land and the facilities thereon, and hold the same as if said (license, permit, etc., as appropriate) had never been made or issued.* C. With respect to deeds, in the event of breach of any of the above Non-discrimination covenants, [Local Agency] will there upon revert to and vest in and become the absolute property of [Local Agency] of Transportation and its assigns.* (*Reverter clause and related language to be used only when it is determined that such a clause is necessary to make clear the purpose of Title VI.) Exhibit J - Page 10 of I 1 APPENDIX E During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor') agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Pertinent Non -Discrimination Authorities: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal -aid programs and projects); • Federal -Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex); • Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on the basis of age); • Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); • The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal -aid recipients, sub -recipients and contractors, whether such programs or activities are Federally funded or not); Titles 11 and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; • The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low -Income Populations, which ensures discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); • Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). Exhibit J - Page 11 of 11 EXHIBIT K, FFATA SUPPLEMENTAL FEDERAL PROVISIONS State of Colorado Supplemental Provisions for Federally Funded Contracts, Grants, and Purchase Orders Subject to The Federal Funding Accountability and Transparency Act of 2006 (FFATA), As Amended Revised as of 3-20-13 The contract, grant, or purchase order to which these Supplemental Provisions are attached has been funded, in whole or in part, with an Award of Federal funds. In the event of a conflict between the provisions of these Supplemental•Provisions, the Special Provisions, the contract or any attachments or exhibits incorporated into and made a part of the contract, the provisions of these Supplemental Provisions shall control. 1. Definitions. For the purposes of these Supplemental Provisions, the following terms shall have the meanings ascribed to them below. 1.1. "Award" means an award of Federal financial assistance that a non -Federal Entity receives or administers in the form of: 1.1.1. Grants; 1.1.2. Contracts; 1.1.3. Cooperative agreements, which do not include cooperative research and development agreements (CRDA) pursuant to the Federal Technology Transfer Act of 1986, as amended (15 U.S.C. 3710); 1.1.4. Loans; 1.1.5. Loan Guarantees; 1.1.6. Subsidies; 1.1.7. Insurance; 1.1.8. Food commodities; 1.1.9. Direct appropriations; 1.1.10. Assessed and voluntary contributions; and 1.1.11. Other financial assistance transactions that authorize the expenditure of Federal funds by non -Federal Entities. Award does not include: 1.1.12. Technical assistance, which provides services in lieu of money; 1.1.13. A transfer of title to Federally -owned property provided in lieu of money; even if the award is called a grant; 1.1.14. Any award classified for security purposes; or 1.1.15. Any award funded in whole or in part with Recovery funds, as defined in section 1512 of the American Recovery and Reinvestment Act (ARRA) of 2009 (Public Law 111-5). 1.2. "Contract" means the contract to which these Supplemental Provisions are attached and includes all Award types in §1.1.1 through 1.1.11 above. 1.3. "Contractor" means the party or parties to a Contract funded, in whole or in part, with Federal financial assistance, other than the Prime Recipient, and includes grantees, subgrantees, Subrecipients, and borrowers. For purposes of Transparency Act reporting, Contractor does not include Vendors. 1.4. "Data Universal Numbering System (DUNS) Number" means the nine -digit number established and assigned by Dun and Bradstreet, Inc. to uniquely identify a business entity. Dun and Bradstreet's website may be found at: http://fedgov.dnb.com/webform. 1.5. "Entity" means all of the following as defined at 2 CFR part 25, subpart C; 1.5.1. A governmental organization, which is a State, local government, or Indian Tribe; 1.5.2. A foreign public entity; 1.5.3. A domestic or foreign non-profit organization; Exhibit K - Page 1 of 4 1.5.4. A domestic or foreign for-profit organization; and 1.5.5. A Federal agency, but only a Subrecipient under an Award or Subaward to a non -Federal entity. 1.6. "Executive" means an officer, managing partner or any other employee in a management position. 1.7. "Federal Award Identification Number (FAIN)" means an Award number assigned by a Federal agency to a Prime Recipient. 1.8. "FFATA" means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109- 282), as amended by §6202 of Public Law 110-252. FFATA, as amended, also is referred to as the "Transparency Act." 1.9. "Prime Recipient" means a Colorado State agency or institution of higher education that receives an Award. 1.10. "Subaward" means a legal instrument pursuant to which a Prime Recipient of Award funds awards all or a portion of such funds to a Subrecipient, in exchange for the Subrecipient's support in the performance of all or any portion of the substantive project or program for which the Award was granted. 1.11. "Subrecipient" means a non -Federal Entity (or a Federal agency under an Award or Subaward to a non - Federal Entity) receiving Federal funds through a Prime Recipient to support the performance of the Federal project or program for which the Federal funds were awarded. A Subrecipient is subject to the terms and conditions of the Federal Award to the Prime Recipient, including program compliance requirements. The term "Subrecipient" includes and may be referred to as Subgrantee. 1.12. "Subrecipient Parent DUNS Number" means the subrecipient parent organization's 9 -digit Data Universal Numbering System (DUNS) number that appears in the subrecipient's System for Award Management (SAM) profile, if applicable. 1.13. "Supplemental Provisions" means these Supplemental Provisions for Federally Funded Contracts, Grants, and Purchase Orders subject to the Federal Funding Accountability and Transparency Act of 2006, As Amended, as may be revised pursuant to ongoing guidance from the relevant Federal or State of Colorado agency or institution of higher education. 1.14. "System for Award Management (SAM)" means the Federal repository into which an Entity must enter the information required under the Transparency Act, which may be found at http://www.sam.gov. 1.15. "Total Compensation" means the cash and noncash dollar value earned by an Executive during the Prime Recipient's or Subrecipient's preceding fiscal year and includes the following: 1.15.1. Salary and bonus; 1.15.2. Awards of stock, stock options, and stock appreciation rights, using the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2005) (FAS 123R), Shared Based Payments; 1.15.3. Earnings for services under non -equity incentive plans, not including group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of Executives and are available generally to all salaried employees; 1.15.4. Change in present value of defined benefit and actuarial pension plans; 1.15.5. Above -market earnings on deferred compensation which is not tax -qualified; 1.15.6. Other compensation, if the aggregate value of all such other compensation (e.g. severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the Executive exceeds $10,000. 1.16. "Transparency Act" means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109-282), as amended by §6202 of Public Law 110-252. The Transparency Act also is referred to as FFATA. 1.17 "Vendor" means a dealer, distributor, merchant or other seller providing property or services required for a project or program funded by an Award. A Vendor is not a Prime Recipient or a Subrecipient and is not subject to the terms and conditions of the Federal award. Program compliance requirements do not pass through to a Vendor. Exhibit K - Page 2 of 4 2. Compliance. Contractor shall comply with all applicable provisions of the Transparency Act and the regulations issued pursuant thereto, including but not limited to these Supplemental Provisions. Any revisions to such provisions or regulations shall automatically become a part of these Supplemental Provisions, without the necessity of either party executing any further instrument. The State of Colorado may provide written notification to Contractor of such revisions, but such notice shall not be a condition precedent to the effectiveness of such revisions. 3. System for Award Management (SAM) and Data Universal Numbering System (DUNS) Requirements. 3.1. SAM. Contractor shall maintain the currency of its information in SAM until the Contractor submits the final financial report required under the Award or receives final payment, whichever is later. Contractor shall review and update SAM information at least annually after the initial registration, and more frequently if required by changes in its information. 3.2. DUNS. Contractor shall provide its DUNS number to its Prime Recipient, and shall update Contractor's information in Dun & Bradstreet, Inc. at least annually after the initial registration, and more frequently if required by changes in Contractor's information. 4. Total Compensation. Contractor shall include Total Compensation in SAM for each of its five most highly compensated Executives for the preceding fiscal year if: 4.1. The total Federal funding authorized to date under the Award is $25,000 or more; and 4.2. In the preceding fiscal year, Contractor received: 4.2.1. 80% or more of its annual gross revenues from Federal procurement contracts and subcontracts and/or Federal financial assistance Awards or Subawards subject to the Transparency Act; and 4.2.2. $25,000,000 or more in annual gross revenues from Federal procurement contracts and subcontracts and/or Federal financial assistance Awards or Subawards subject to the Transparency Act; and 4.3. The public does not have access to information about the compensation of such Executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d) or § 6104 of the Internal Revenue Code of 1986. 5. Reporting. Contractor shall report data elements to SAM and to the Prime Recipient as required in §7 below if Contractor is a Subrecipient for the Award pursuant to the Transparency Act. No direct payment shall be made to Contractor for providing any reports required under these Supplemental Provisions and the cost of producing such reports shall be included in the Contract price. The reporting requirements in §7 below are based on guidance from the US Office of Management and Budget (OMB), and as such are subject to change at any time by OMB. Any such changes shall be automatically incorporated into this Contract and shall become part of Contractor's obligations under this Contract, as provided in §2 above. The Colorado Office of the State Controller will provide summaries of revised OMB reporting requirements at http://www.colorado.gov/dpa/dVsco/FFATA.htm. 6. Effective Date and Dollar Threshold for Reporting. The effective date of these Supplemental Provisions apply to new Awards as of October 1, 2010. Reporting requirements in §7 below apply to new Awards as of October 1, 2010, if the initial award is $25,000 or more. If the initial Award is below $25,000 but subsequent Award modifications result in a total Award of $25,000 or more, the Award is subject to the reporting requirements as of the date the Award exceeds $25,000. If the initial Award is $25,000 or more, but funding is subsequently de -obligated such that the total award amount falls below $25,000, the Award shall continue to be subject to the reporting requirements. 7. Subrecipient Reporting Requirements. If Contractor is a Subrecipient, Contractor shall report as set forth below. Exhibit K - Page 3 of 4 7.1 ToSAM. A Subrecipient shall register in SAM and report the following data elements in SAM for each Federal Award Identification Number no later than the end of the month following the month in which the Subaward was made: 7.1.1 Subrecipient DUNS Number; 7.1.2 Subrecipient DUNS Number + 4 if more than one electronic funds transfer (EFT) account; 7.1.3 Subrecipient Parent DUNS Number; 7.1.4 Subrecipient's address, including: Street Address, City, State, Country, Zip + 4, and Congressional District; 7.1.5 Subrecipient's top 5 most highly compensated Executives if the criteria in §4 above are met; and 7.1.6 Subrecipient's Total Compensation of top 5 most highly compensated Executives if criteria in §4 above met. 7.2 To Prime Recipient. A Subrecipient shall report to its Prime Recipient, upon the effective date of the Contract, the following data elements: 7.2.1 Subrecipient's DUNS Number as registered in SAM. 7.2.2 Primary Place of Performance Information, including: Street Address, City, State, Country, Zip code + 4, and Congressional District. 8. Exemptions. 8.1. These Supplemental Provisions do not apply to an individual who receives an Award as a natural person, unrelated to any business or non-profit organization he or she may own or operate in his or her name. 8.2 A Contractor with gross income from all sources of less than $300,000 in the previous tax year is exempt from the requirements to report Subawards and the Total Compensation of its most highly compensated Executives. 8.3 Effective October 1, 2010, "Award" currently means a grant, cooperative agreement, or other arrangement as defined in Section 1.1 of these Special Provisions. On future dates "Award" may include other items to be specified by OMB in policy memoranda available at the OMB Web site; Award also will include other types of Awards subject to the Transparency Act. 8.4 There are no Transparency Act reporting requirements for Vendors. Event of Default. Failure to comply with these Supplemental Provisions shall constitute an event of default under the Contract and the State of Colorado may terminate the Contract upon 30 days prior written notice if the default remains uncured five calendar days following the termination of the 30 day notice period. This remedy will be in addition to any other remedy available to the State of Colorado under the Contract, at law or in equity. Exhibit K - Page 4 of 4 EXHIBIT L, SAMPLE SUBRECIPIENT MONITORING AND RISK ASSESSMENT AV CDOT SUBRECIPIENT RISK ASSESSMENT Date: Name of Entity (Subrecipient). Name of Project / Program: Estimated Award Period: Entity Executive Director or VP: Entity Chief Financial Officer: Entity Representative for this Self Assessment: Instructions: fSee "Instructions" tab for more information) 1. Check only one box preach question. All questions are required to be answered. 2. (Nili_e the "Comment" section below the last question for additional responses. 3. When complete, check the box at the bottom of the form to authori_e, Yes No N/A E?VERIENCEASSESSMENT Yu No N/A 1 Is your entity new to operating or managing federal funds (has not done so within the past three years)? _ L. i 2 Is this funding program new for your entity (managed for less than three years)? Examples of funding programs include CMAQ, TAP, STP-M, etc. j 3 Does your staff assigned to the program have at least three full years of experience with this federal program? i MONITORING/AUOITASSESSMENT ro. If. NIA 4 Has your entity had an on -site project or grant review from an external entity (e.g., COOT, FHWA) within the last three years? + 1 ,1 5 a) Were there non-compliance issues in this prior review? Fl LI 1 .1 b) What were the number and extent of Issues in prior review? ;fl 1102 (-I -3 L OPERATION ASSESSMENT Oa N. N/A i Does your entity have a time and effort reporting system in place to account for 100%of all employees' time, that can provide a breakdown of the actual time spent on each funded project? If No, in the comment section please explain how you intend to document 10O% of hours worked by employees and breakdown of time spent on each funding project. C FINANCIAL ASSESSMENT Ye. No N/A 7 a) Does your entity have an indirect cost rate that is approved and current? I C b) If Yes, who approved the rate, and what date was it approved? 8 ts this grant/award 10% or more of your entity's overall funding? I_I >I0'% ii -10% 9 Has your entity returned lapsed" funds? `Funds "lapse" when they are no longer available for obligation. 7 ( ..1 30 Has your entity had difficulty meeting local match requirements in the last three years? 1-1 11 What Is the total federal funding your entity has been awarded for the last federal fiscal year, and what is your entity's fiscal year end? Exhibit L - Page 1 of 3 INTERNAL CONTROLS ASSESSMENT vs No N/A 12 Has your entity had any significant changes in key personnel or accounting system(s) in the last year? (e,g., Controller, Exec Director, Program Mgr, Accounting Mgr, etc.) If Yes, in the comment section, please identify the accounting system(s), and/or list personnel positions and identify any that are vacant. El , { _ 13 Does your entity have financial procedures and controls in place to accommodate a federal -aid project? CI LI ;g Does your accounting system identify the receipts and expenditures of program funds separately for each award? ❑ E 35 Will your accounting system provide for the recording of expenditures for each award by the budget cost categories shown in the approved budget? I. .1 k6 Does your agency have a review process for all expenditures that will ensure that all costs are reasonable, allowable and allocated correctly to each funding source? If Yes, in the comment section, please explain your current process for reviewing costs. I _ _ I. ,; 17 How many total FTE perform accounting functions within your organization? i i '6 fil 2to5 L i <2 IMPACT ASSESSMENT Vas No N/A jji For this upcoming federal award or in the immediate future, does your entity have any potential conflicts of interest" in accordance with applicable Federal awarding agency policy? if Yes, please disclose these conflicts in writing, along with supporting Information, and submit with this form. ( 'Any practices, activities or relationships that reasonably appear to be in conflict with the full performance of the 5ubrecipient's obligations to theState.) n [ F 19 For this award, has your entity disclosed to CDOT, in writing, violations of Federal criminal law involving fraud, bribery, or gratuity violations potentially affecting the award? Response options: YES = Check if have one or more violation(s) and have either disclosed previously to COOT or as part of this form. In the comment section, list all violations with names of supporting documentation and submit with this form. NO = Check if have one or more violation(s) and have not disclosed previously or will not disclose as part of this form. Explain in the comment section. N/A = Check if have no violations. El E O PROGRAM MANAGEMENT ASSESSMENT Vs No N/A 20 Does your entity have a written process/procedure or certification statement approved by your governing board ensuring critical project personnel are capable of effectively managing Federal- aid projects? If Yes, please submit with this form. 0ri 21 Does your entity have written procurement policies or certification statement for consultant selection approved by your governing board in compliance with 23 CFR 172'? If Yes, please submit with this form. ( The Brooks Act requires agencies to promote open competition by advertising, ranking, selecting, and negotiating contracts based on demonstrated competence and qualifications, at a fair and reasonable price.) - ❑ El Zia) Is your staff familiar with the relevant COOT manuals and federal program requirements? b) Does your entity have a written policy or a certification statement approved by your governing board assuring federal -aid projects will receive adequate inspections? If Yes, please submit with this form. n Li c) Does your entity have a written process or a certification statement approved by your governing board assuring a contractor's work will be completed in conformance with approved plans and specifications? If Yes, please submit with this form. n n Exhibit L - Page 2 of 3 d) Does your entity have a written policy or certification statement approved by your governing board assuring that materials installed on the projects are sampled and tested per approved processes. If Yes, please submit with this form. e) Does your entity have a written policy or certification statement approved by your governing board assuring that only US manufactured steel will be incorporated into the project (Buy America requirements )? If Yes, please submit with this form. n Comments - As needed, include the question number and provide comments related to the above questions. Insert additional rows as needed. By checking this box, the Executive Director, W ar Chief Financial Officer of this entity certifies that ail Information provided on this form Is true and correct. Exhibit L - Page 3 of 3 tool Version: v2.0 (081816) EXHIBIT M, OMB Uniform Guidance for Federal Awards Subject to The Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards ("Uniform Guidance"), Federal Register, Vol. 78, No. 248, 78590 The agreement to which these Uniform Guidance Supplemental Provisions are attached has been funded, in whole or in part, with an award of Federal funds. In the event of a conflict between the provisions of these Supplemental Provisions, the Special Provisions, the agreement or any attachments or exhibits incorporated into and made a part of the agreement, the provisions of these Uniform Guidance Supplemental Provisions shall control. In the event of a conflict between the provisions of these Supplemental Provisions and the FFATA Supplemental Provisions, the FFATA Supplemental Provisions shall control. 9. Definitions. For the purposes of these Supplemental Provisions, the following terms shall have the meanings ascribed to them below. 9.1. "Award" means an award by a Recipient to a Subrecipient funded in whole or in part by a Federal Award. The terms and conditions of the Federal Award flow down to the Award unless the terms and conditions of the Federal Award specifically indicate otherwise. 2 CFR §200.38 9.2. "Federal Award" means an award of Federal financial assistance or a cost -reimbursement contract under the Federal Acquisition Requirements by a Federal Awarding Agency to a Recipient. "Federal Award" also means an agreement setting forth the terms and conditions of the Federal Award. The term does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal program. 9.3. "Federal Awarding Agency" means a Federal agency providing a Federal Award to a Recipient. 2 CFR §200.37 9.4. "FFATA" means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109- 282), as amended by §6202 of Public Law 110-252. 9.5. "Grant" or "Grant Agreement" means an agreement setting forth the terms and conditions of an Award. The term does not include an agreement that provides only direct Federal cash assistance to an individual, a subsidy, a loan, a loan guarantee, insurance, or acquires property or services for the direct benefit of use of the Federal Awarding Agency or Recipient. 2 CFR §200.51. 9.6. "OMB" means the Executive Office of the President, Office of Management and Budget. 9.7. "Recipient" means a Colorado State department, agency or institution of higher education that receives a Federal Award from a Federal Awarding Agency to carry out an activity under a Federal program. The term does not include Subrecipients. 2 CFR §200.86 9.8. "State" means the State of Colorado, acting by and through its departments, agencies and institutions of higher education. 9.9. "Subrecipient" means a non -Federal entity receiving an Award from a Recipient to carry out part of a Federal program. The term does not include an individual who is a beneficiary of such program. 9.10. "Uniform Guidance" means the Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, which supersedes requirements from OMB Circulars A-21, A-87, A-110, and A-122, OMB Circulars A-89, A-102, and A- 133, and the guidance in Circular A-50 on Single Audit Act follow-up. The terms and conditions of the Uniform Guidance flow down to Awards to Subrecipients unless the Uniform Guidance or the terms and conditions of the Federal Award specifically indicate otherwise. 9.11. "Uniform Guidance Supplemental Provisions" means these Supplemental Provisions for Federal Awards subject to the OMB Uniform Guidance, as may be revised pursuant to ongoing guidance from relevant Federal agencies or the Colorado State Controller. 10. Compliance. Subrecipient shall comply with all applicable provisions of the Uniform Guidance, including but not limited to these Uniform Guidance Supplemental Provisions. Any revisions to such provisions Exhibit M - Page 1 of 5 automatically shall become a part of these Supplemental Provisions, without the necessity of either party executing any further instrument. The State of Colorado may provide written notification to Subrecipient of such revisions, but such notice shall not be a condition precedent to the effectiveness of such revisions. 11. Procurement Standards. 3.1 Procurement Procedures. Subrecipient shall use its own documented procurement procedures which reflect applicable State, local, and Tribal laws and regulations, provided that the procurements conform to applicable Federal law and the standards identified in the Uniform Guidance, including without limitation, §§200.318 through 200.326 thereof. 3.2 Procurement of Recovered Materials. If Subrecipient is a State Agency or an agency of a political subdivision of a state, its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. 4. Access to Records. Subrecipient shall permit Recipient and auditors to have access to Subrecipient's records and financial statements as necessary for Recipient to meet the requirements of §200.331 (Requirements for pass -through entities), §§200.300 (Statutory and national policy requirements) through 200.309 (Period of performance), and Subpart F -Audit Requirements of the Uniform Guidance. 2 CFR §200.331(a)(5). 5. Single Audit Requirements. If Subrecipient expends $750,000 or more in Federal Awards during Subrecipient's fiscal year, Subrecipient shall procure or arrange for a single or program -specific audit conducted for that year in accordance with the provisions of Subpart F -Audit Requirements of the Uniform Guidance, issued pursuant to the Single Audit Act Amendments of 1996, (31 U.S.C. 7501-7507). 2 CFR §200.501. 5.1 Election. Subrecipient shall have a single audit conducted in accordance with Uniform Guidance §200.514 (Scope of audit), except when it elects to have a program -specific audit conducted in accordance with §200.507 (Program -specific audits). Subrecipient may elect to have a program -specific audit if Subrecipient expends Federal Awards under only one Federal program (excluding research and development) and the Federal program's statutes, regulations, or the terms and conditions of the Federal award do not require a financial statement audit of Recipient. A program -specific audit may not be elected for research and development unless all of the Federal Awards expended were received from Recipient and Recipient approves in advance a program -specific audit. 5.2 Exemption. If Subrecipient expends less than $750,000 in Federal Awards during its fiscal year, Subrecipient shall be exempt from Federal audit requirements for that year, except as noted in 2 CFR §200.503 (Relation to other audit requirements), but records shall be available for review or audit by appropriate officials of the Federal agency, the State, and the Government Accountability Office. 5.3 Subrecipient Compliance Responsibility. Subrecipient shall procure or otherwise arrange for the audit required by Part F of the Uniform Guidance and ensure it is properly performed and submitted when due in accordance with the Uniform Guidance. Subrecipient shall prepare appropriate financial statements, including the schedule of expenditures of Federal awards in accordance with Uniform Guidance §200.510 (Financial statements) and provide the auditor with access to personnel, accounts, books, records, supporting documentation, and other information as needed for the auditor to perform the audit required by Uniform Guidance Part F -Audit Requirements. 6. Contract Provisions for Subrecipient Contracts. Subrecipient shall comply with and shall include all of the following applicable provisions in all subcontracts entered into by it pursuant to this Grant Agreement. Exhibit M - Page 2 of 5 6.1 Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of "federally assisted construction contract" in 41 CFR Part 60-1.3 shall include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." "During the performance of this contract, the contractor agrees as follows: (1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. (2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. (3) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (4) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (5) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (6) In the event of the contractor's non-compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (7) The contractor will include the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the contractor may request the United States to enter into such litigation to protect the interests of the United States." 4.2 Davis -Bacon Act. Davis -Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non -Federal entities must include a provision for compliance with the Davis -Bacon Act (40 U.S.C. 3141-3144, and 3146 - Exhibit M - Page 3 of 5 3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non -Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non -Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland "Anti -Kickback" Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or Subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non -Federal entity must report all suspected or reported violations to the Federal awarding agency. 4.3 Rights to Inventions Made Under a Contract or Agreement. If the Federal Award meets the definition of "funding agreement" under 37 CFR §401.2 (a) and Subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," Subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. 4.4 Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended. Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non -Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). 4.5 Debarment and Suspension (Executive Orders 12549 and 12689). A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. 4.6 Byrd Anti -Lobbying Amendment (31 U.S.C. 1352). Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non -Federal award. 7. Certifications. Unless prohibited by Federal statutes or regulations, Recipient may require Subrecipient to submit certifications and representations required by Federal statutes or regulations on an annual basis. 2 CFR §200.208. Submission may be required more frequently if Subrecipient fails to meet a requirement of the Federal award. Subrecipient shall certify in writing to the State at the end of the Award that the project or activity was completed or the level of effort was expended. 2 CFR §200.201(3). If the required level of activity or effort was not carried out, the amount of the Award must be adjusted. 1. 8.Event of Default. Failure to comply with these Uniform Guidance Supplemental Provisions shall constitute an event of default under the Grant Agreement (2 CFR §200.339) and the State may terminate the Grant upon 30 Exhibit M - Page 4 of 5 days prior written notice if the default remains uncured five calendar days following the termination of the 30 day notice period. This remedy will be in addition to any other remedy available to the State of Colorado under the Grant, at law or in equity. 9. Effective Date. The effective date of the Uniform Guidance is December 26, 2013. 2 CFR §200.110. The procurement standards set forth in Uniform Guidance §§200.317-200.326 are applicable to new Awards made by Recipient as of December 26, 2015. The standards set forth in Uniform Guidance Subpart F -Audit Requirements are applicable to audits of fiscal years beginning on or after December 26, 2014. 10. Performance Measurement The Uniform Guidance requires completion of OMB -approved standard information collection forms (the PPR). The form focuses on outcomes, as related to the Federal Award Performance Goals that awarding Federal agencies are required to detail in the Awards. Section 200.301 provides guidance to Federal agencies to measure performance in a way that will help the Federal awarding agency and other non -Federal entities to improve program outcomes. The Federal awarding agency is required to provide recipients with clear performance goals, indicators, and milestones (200.210). Also, must require the recipient to relate financial data to performance accomplishments of the Federal award. Exhibit M - Page 5 of 5 Contract Form New Contract Request Entity Information Entity Name* COLORADO DEPARTMENT OF TRANSPORTATION Entity ID* @00003413 Contract Name* Contract ID IN I ERGOVERNMENTAL AGREEMENT (IGA) 'NCR 74/WCR 33 3988 IN I ERSECTION PROJECT Contract Status CTB REVIEW Contract Lead* DRANDERSON ❑ New Entity? Parent Contract ID Requires Board Approval YES Contract Lead Email Department Project # dranderson@coweld co us Contract Description* INTERGOVERNMENTAL AGREEMENT (IGA) WCR 741WCR 33 INTERSECTION PROJECT - ROUNDABOUT IGA TOTAL = $1318,780.00 {$1,091 818 00 - FEDERAL FUNDING: $226.962.00 LOCAL MATCH) (LOCAL MATCH = $226.962.00 {$204.266 - WELD COUNTY AND $22696 - TOWN OF EATON) Contract Description 2 'CDOT WILL SUBMIT FOR ELECTONIC SIGNATURE Contract Type* AGREEMENT Amount t $1,318.780 00 Renewable* NO Automatic Renewal Grant IGA Department PUBLIC WORKS Department Email CM- Public\P orks@weidgov.com Department Head Email CM-PublicWorks- DeptHead@weldgov.com County Attorney KARIN MCDOUGAL County Attorney Email KMCDOUGAL c@CO.WELD.CO US Requested BOCC Agenda Date* 08/10/2020 Due Date 08/06/2020 Will a work session with BC)CC be required?* NO Does Contract require Purchasing Dept. to be included? NO If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnEase Contract Dates Effective Date. Termination Notice Period Review Date* 0803/2021 Renewal Date Committed Delivery Date Expiration Date* 08.10,2(121 Contact Information Contact Info Contact Name Purchasing Purchasing Approver Approval Process Department Head ELIZABETH RELFORD DH Approved Date 07+31/2020 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 0810/2020 Originator DRANDERSON Contact Type Contact Email Finance Approver BARB CONNOLLY Contact Phone 1 Contact Phone 2 Purchasing Approved Date finance Approved Date 08/0312020 Tyler Ref It AG 081020 Legal Counsel BOB CHOATE Legal Counsel Approved Date 08103+2020 Submit Hello