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Home My WebLink About20192371.tiffRESOLUTION RE: APPROVE INTERGOVERNMENTAL AGREEMENT FOR REPLACEMENT OF COUNTY ROAD BRIDGE 19/46.5A 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 Replacement of County Road Bridge 19/46.5A 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 (CDOT), commencing May 6, 2019, and ending May 4, 2029, with further terms and conditions being as stated in said agreement, and WHEREAS, after review, the Board deems it advisable to approve said 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 Replacement of County Road Bridge 19/465.A 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 (CDOT), be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreement. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 24th day of June, A.D., 2019, nunc pro tunc May 6, 2019. BOARD OF COUNTY COMMISSIONERS WEED COUNTY, COLORADO ATTEST: dettjuA) JC.160;4 Weld County Clerk to the Board Mike Freeman, Pro-Tem BY: c eputy Clerk to the Board APPD AS County'rorney teve Moreno Date of signature: C'Cot Y I19 c.c:PwCCH( (OD Ime) to/t7/19 2019-2371 EG0076 Ltvorcojt Tb*a`lql. BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: CDOT IGA for Bridge 19/46.5A Replacement Project DEPARTMENT: Public Works DATE: May 30, 2019 PERSON REQUESTING: Don Dunker and Michael Bedell Brief description of the problem/issue: As a condition to receive grant funds in the amount of $500,000 the Bridge 19/46.5A Replacement Project requires the County enter into an intergovernmental agreement (IGA) with the Colorado Department of Transportation (CDOT). County and CDOT staff have developed the proposed IGA which first needs to be approved and signed by the County, then returned to CDOT for signatures, before the project work begins. The attached IGA has been reviewed by the County Attorney's Office. The total cost of this project estimated in the years 2019-2023 Capital Improvement Plan is $2,146,906. The existing bridge constructed in 1960 is in poor condition, structurally deficient, and needs to be replaced. What options exist for the Board? (include consequences, impacts, costs, etc. of options): • Allow the attached IGA to be placed on the next available BOCC agenda for signature. • Request a work session to discuss. Recommendation: Staff recommends approval of the IGA as written. If approved by the BOCC the process for selecting a design consultant would start later this year. Sean P. Conway Mike Freeman, Pro -Tern Scott K. James Barbara Kirkmeyer, Chair Steve Moreno LI1a4 J1 Approve Recommendation Work Session Other/Comments: Schedule 2019-2371 Cc: Jake Schuch - CDOT <igke_schucl state.co.us> Subject: REVIEW AND SIGNATURE REQUEST: 23137 OLA Weld County 331001957 Caution: This email originated from outside of Weld County Government. Do not click links or open attachments unless you recognize the sender and know the content is safe. Mike: Attached please find a .pdf of the above -referenced contract document for review and signature. Please do not modify the contract document in any fashion other than signatures. `ZS�2" 01-1.r[`•� 4 i.aS�xx.+ .Y''2 .-., .>.. After completing your reviewp as this document has already been approved i our CUPS quality control unh, if there are no requested revisions please print three (i single -sided copies and have each copy signed and dated by a representative of' your organization who is authorized to bind the organization to the terms of the contract. Each of the three original copies must contain original (wet ink) signatures Blue ink is preferred for the signatures n+ - - -o 4..s -'u3 � G 4..:;...:.. Plea e return (trackable delivery is appreciated) the triplicate signe- -40 in 1s of the conk document and of the resolution r ordinance to: )COOT Engineering Contract -it 10 Dale Zachary Wow rd.. t e, 3rd io r Denver, CO 8020 Please keep me advised of the time for signature and return of the triplicate original signed documents to me by the organization. This contract document is not fully executed and effective at this time. The document will be signed by the State Controller or Delegate at the final stage of the approval process. I will transmit a fully conformed copy of the effective document to you as soon as it is available to me and original hard copy of the fully executed and effective original contract document will then be mailed to the organization. Please reply to acknowledge receipt of this email and attachments, and do not hesitate to contact me via telephone or email with any questions. Thank you for your assistance. Regards, 3 STATE OF COLORADO DEPARTMENT OF TRANSPORTATION Engineering Contract 2829 W. Howard Place, 3rd Floor Denver, Colorado 80202 (303) 757-9747 July 10, 2019 Mike Bedell Weld County Public Works PO Box 758 Greeley, CO 80632-0758 Re: Original Contract No.: 19-HA4-XC-00072 Contract Routing No.: same CDOT #: 331001957 Sub Account No.: 23137 Dear Mr. Bedell: Enclosed for your records on this project please find an original, fully executed and effective copy of the contract referenced above. Should you have any questions or require additional assistance regarding this contract document, please do not hesitate to contact Dale Zachary at (303) 757-9131 or Dale.Zachaiy(state.co.us. Should you have any questions regarding the Scope of Work or Notice to Proceed, if applicable, please contact the contract Project Manager. Thank you. Tracie Benton on behalf of Dale Zachary, Contract Administrator Enclosure OLA #: 331001957 Routing #: 19-HA4-XC-00072 STATE OF COLORADO INTERGOVERNMENTAL AGREEMENT Signature and Cover Page State Agency Department of Transportation Agreement Routing Number 19-HA4-XC-00072 Local Agency WELD COUNTY GOVERNMENT Agreement Effective Date The later of the effective date or May 06, 2019 Agreement Description ri Weld CR 19 Bridge (ii,c + 1p.S 1 Agreement Expiration Date May 4, 2029 Project # BRO C030- 079 (23137) Region # 4 Contract Writer DZ Agreement Maximum Amount $625,000.00 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 Barbara Kirkmeyer,e chair, Board of Weld County Commissioners By: (Print Name and Title) Date: JUN 2 4 2019 STATE OF COLORADO Jared S. Polis, Governor Department of Transportation Shoshana M. Lew, Executive Director e Joshua Laipp(y,P!I✓:, Chi gin •r Date: Co /26 2O Kt 2nd State or Local Agency Signature if Needed Signature By: (Print Name and Title) Date: LEGAL REVIEW Philip J. Weiser, Attorney General Assistan ttorney General Date: By: (Print Name and Title) 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. By: Document Builder Generated Rev. 12/09/2016 STATE CONTROLLER Robert , a i P,aMBA, JD Dep.jTnt o Transportation Effective Date: ti -3/19 Page 1 of 26 oZol9- a237/6) OLA #: 331001957 Routing #: 19-HA4-XC-00072 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) 23 22. FEDERAL REQUIREMENTS 26 23. DISADVANTAGED BUSINESS ENTERPRISE (DBE) 26 24. DISPUTES 26 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 Rev. 12/09/2016 Page 2 of 26 OLA#: 331001957 Routing #: 19-HA4-XC-00072 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 26 Rev. 12/09/2016 OLA #: 331001957 Routing #: 19-HA4-XC-00072 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 26 Rev. 12/09/2016 OLA #: 331001957 Routing #: 19-HA4-XC-00072 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. PII 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 26 Rev. 12/09/2016 OLA #: 331001957 Routing #: 19-HA4-XC-00072 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 be 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 26 Rev. 12/09/2016 OLA #: 331001957 Routing #: 19-HA4-XC-00072 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 26 Rev. 12/09/2016 OLA #: 331001957 Routing #: 19-HA4-XC-00072 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 26 Rev. 12/09/2016 OLA #: 331001957 Routing #: 19-HA4-XC-00072 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 26 Rev. 12/09/2016 OLA#: 331001957 Routing #: 19-HA4-XC-00072 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 I% 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 FHWA 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 26 Rev. 12/09/2016 OLA #: 331001957 Routing #: 19-HA4-XC-00072 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 26 Rev. 12/09/2016 OLA #: 331001957 Routing #: 19-HA4-XC-00072 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 are 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 26 Rev. 12/09/2016 OLA #: 331001957 Routing #: 19-HA4-XC-00072 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 26 Rev. 12/09/2016 OLA#: 331001957 Routing #: 19-HA4-XC-00072 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 FHWA, 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 26 Rev. 12/09/2016 OLA #. 331001957 Routing #: 19-HA4-XC-00072 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 26 Rev. 12/09/2016 OLA #: 331001957 Routing #: 19-HA4-XC-00072 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 1 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 Page 16 of 26 Rev. 12/09/2016 OLA #: 331001957 Routing #: 19-HA4-XC-00072 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 26 Rev. 12/09/2016 OLA #: 331001957 Routing #: 19-HA4-XC-00072 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 26 Rev. 12/09/2016 OLA #: 331001957 Routing #: 19-HA4-XC-00072 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 26 Rev. 12/09/2016 OLA #: 331001957 Routing #: 19-HA4-XC-00072 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-- Region 4 10601 W. 10th St. Greeley, CO 80634 970-350-2205 jake.schuch@state.co.us For the Local Agency WELD COUNTY GOVERNMENT Mike Bedell, Weld County Public Works 1111 H Street PO Box 758 Greele, CO 80632-0758 970-301-0780 mbedell@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 26 Rev. 12/09/2016 OLA #: 331001957 Routing #: 19-HA4-XC-00072 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, §24-102-206, §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 26 Rev. 12/09/2016 OLA #: 331001957 Routing #: 19-HA4-XC-00072 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. I. 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 provision 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 26 Rev. 12/09/2016 OLA #: 331001957 Routing #: 19-HA4-XC-00072 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(b), 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 26 Rev. 12/09/2016 OLA #: 331001957 Routing #: 19-HA4-XC-00072 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(1) and 24-30-202.4, C.R.S. [Not applicable to intergovernmental agreements] 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, et 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 26 Rev. 12/09/2016 OLA #: 331001957 Routing #: 19-HA4-XC-00072 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 Document Builder Generated Page 25 of 26 Rev. 12/09/2016 OLA #: 331001957 Routing #: 19-HA4-XC-00072 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 26 of 26 Rev. 12/09/2016 Exhibit A - STATEMENT OF WORK BRO C030-079 (23137) Weld CR 19 Bridge Scope of Work: The Colorado Department of Transportation ("CDOT") will oversee Weld County during design and construction of the Bridge 19/46.5A replacement over the Little Thompson River (hereinafter referred to as "this work"). This bridge is located on WCR19 between the towns of Milliken and Johnstown. CDOT and Weld County believe this work is necessary because the bridge constructed in 1960 is in poor condition, structurally deficient, and needs to be replaced. The replacement bridge will meet the latest CDOT and AASHTO design standards, and applicable federal and state requirements. Weld County is planning to hire a qualified engineering consultant to complete the design. The design phase of the work is scheduled to begin in late 2019 or early 2020. 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 early 2022 and be completed in the fall of 2022. Weld County is planning to hire a qualified general contractor to complete the construction. Each 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. THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK 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 $ ZFYA3 $ 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 authorize the Local Agency to transfer funds from (describe phase from which funds will be moved) to (describe phase to Exhibit B - Page 1 of 2 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 phasefrom 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 ExhibitC. (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 BRO C030-079 (23137) The Local Agency has estimated the total cost the Work to be $625,000.00, which is to be funded as follows: 1. a. b. BUDGETED FUNDS Federal Funds $500,000.00 (80.00% of Participating Costs) Local Agency Matching Funds $125,000.00 (20.00% of Participating Costs) TOTAL BUDGETED FUNDS $625,000.00 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: $500,000.00 e. Name of Federal Awarding Agency: FHWA f. CFDA# - 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 $500,000.00 b. Less Estimated Federal Share of CDOT-Incurred Costs $0.00 TOTAL ESTIMATED PAYMENT TO LOCAL AGENCY $500,000.00 4. FOR CDOT ENCUMBRANCE PURPOSES a. Total Encumbrance Amount $625,000.00 b. Less ROW Acquisition 3111 and/or ROW Relocation 3109 $0.00 Net to be encumbered as follows: $625,000.00 Note: No funds are currently available. Design and Construction funds will become available after execution of an Option letter (Exhibit B) or formal Amendment Performance Period Start*/End Date WBS Element 23137.20.10 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 1 of 2 B. Matching Funds The matching ratio for the federal participating funds for this Work is 80.00% federal -aid funds to 20.00% Local Agency funds, it being understood that such ratio applies only to the $625,000.00 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 $625,000.00, and additional federal funds are made available for the Work, the Local Agency shall pay 20.00% 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 $625,000.00, 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 $625,000.00 (for CDOT accounting purposes, the federal funds of $500,000.00 and the Local Agency matching funds of $125,000.00 will be encumbered for a total encumbrance of $625,000.00), 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 EXHIBIT E 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 Exh. E -- page 1 of 5 COLORADO DEPARTMENT OF TRANSPORTATION LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST Project No. BRO C030-079 STIP No. SR46601 Project Code 23137 Region 04 Project Location Weld CR 19 over Little Thompson River Date 4/25/2019 Project Description Weld CR 19 over Little Thompson River Bridge (19/46.5A) Replacement Local Agency Weld County Local Agency Project Manager Mike Bedell CDOT Resident Engineer Katrina Kloberdanz CDOT Project Manager 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 CDOT 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 CDOT 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 RESPONSIBLE PARTY LA CDOT TIP / STIP AND LONG-RANGE PLANS 2-1 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 (CDOT 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/involvement) 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 Exh. 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 A 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 4/25/2019 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: 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 CDOT Construction Manual) X HMA Pre-Pavin• Agenda is in CDOT Construction Manua l 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." Mike Bedell 970-301-0780 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 Exh. 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 4 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. Mike Bedell 970-301-0780 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 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 Exh. 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 # 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 Exh. 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 thistransaction 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, DISADVANTAGED BUSINESS ENTERPRISE 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 Department of Transportation 2829 W. Howard Place Denver, Colorado 80204 Phone: (303) 757-9234 REVISED 1/22/98 REQUIRED BY 49 CFR PART 26 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 request for consultant services should include the scope of work, the evaluation factors and their relative importance, the method of payment, and the goal of 10% for Disadvantaged Business Enterprise (DBE) participation as a minimum for the project. 5. 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, b. Approach to the Work, c. Ability to furnish professional services. Exhibit H - Page 1 of 2 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. 6. 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. 7. 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 FNMA -1273 — Revised May 1.21112 REQUIRED CONTRACT PROVISIONS FEDERAL -Ail CONSTRUCTION CONTRACTS I. General I. Nondiscrimination IL Nonsewegated Faces N.Davisaacer and Reid Act Provisions N_ Connect act Work Hours and Sanely Standards Act Provisions Vl. Singing or Assigning the Central VIL S4ety Accident Prevention Viii False Statements Concerting Highway Protects D(hagementation of Clean Ai Ad and Federal Water Porlwn Control Act X. Conpiaece with Govice wrn®de Srspersian and Debateten Requirements XL. Certification Rrgaidieg Use of Contract Fund for Labbiall ATTACHMENTS AEmpharmed. and Materials Preference for Development Highway System or Appalachian Local Access Road Conrats 4nchaled in Appalachian cataracts only) L GENERAL R Farm FAA -1273 must be physicaly incorporated in each conshodnn contract imbed wider lie 23 (ee3ndeg emegenny contracts solely intended far debris iennorat)- The extractor (or subaortrraecear) roust insert the foam in wech sulbcantract and further require its easier n and lower tier purchase orders. men agreements aid antra agreeineids for supplies on services). The applicable requuemens of Form AIWA -1273 a ne hncopanded by reference br work done under any purchase order. rectal aweenent or agreanet for other swirnes. The prune co hadtorshad be responsible for complance by any w coneaemr,lower-bersubeintetotorarsenice ponder Fumy FNMA -1273 must be "included in all Federal aid 'resign - bulb cattrads. in al wand in lonerler subcontracts feektring subcontracts for design seances, purchase orders. lethal agreement and Other aweenerds for supplies orsrnvnes). The design -builder shall be responsible for compliance by any subcontractor, lawmen -tier subcontractor or service provider. Contracting agencies may reference Form FHWA-1273 it led proposal or request for proposal documents. however. the Farm FF A-1273 must be physically inceporated print minced) n all contracts, subcontrads and lower -tier subcontracts graluding eachase others. rental ageements aid other agreements for stipples or services Mated** a construction contract). 2. Subject to the applicability criteria noted in the following sections. these rcrthract provisions shall apply to all wok perfumed on the contract by the eoutractoes own wgpritaldwe and wet the assistance clenches under the contractors nrmeiate superintendence and to al work performed fan the contract bypiecework, station work, or by stibandract. 3. A beach of any of the stipulations contained in these Requwed Contract Provisions may be sufficient grounds for wi dioldig of progress payments. cntdwhdag al foal paymnentof the contract, suspension 1debamard or any Mum arson Adapted to be appropriate by die corikarling agency ad AIWA_ 4_ Selection of Labor. During the pert:ima ce of this contract the contractor shall not use =Mid WHIT for any purpose within the lwils of a qtr project an a Federal -aid highway unless it is laborpet tented by convicts rho are an parde. supervised abase. or probation. The term Federal -aid highway dues not Wade roarbengs functionally domed as local roads or rural minor catheters. IL NDNEISCRIINIIAliON Thepuesiers ofthis section related to23CFRPat23itae applicable to al Federataid construction contracts and to it related won surconbacts of $10,000 armors. The endears of 23 CFR Pad 230 are not applicable to material gayly. ongirieeing. or ardelemdral serene contracts.. In adthion. the canrbadter and all subcoetrath s !must comply with the!fmlowirg pikes: es: Executive Order 11248.41 CFR la 29 CFR 1825-1827. Tie 23 USC Section 140. the Rehabillalon Ad of 1873. as anarded (29 USC 794). Tie VI of the Cell Rights Acted 1904, as amended, and related regulahons indrrddng 49 CFR Pais 21., 28 and 27: and 23 CFR Pats 2011230. and 033. The colrac w and ail surbcontradies mast comply woo: the requiernents rehire Equal Opporbniiy Clause in 41 CFR NI - 1.4(b) and. for all construction =Wads exceeding $10,004, the Standard Federal Equal Employment Opportunity Cmesdrrdon Conked Specifications n41 CFR 80-4_3_ Note: The US. Department of labor has eedusive authority to determine awripfawe with E,wadwo Order 11248 and the pities mete Sunday of Labor Iidw%img 41 CFR 80, and 28 CFR 1025-1828_ The caetrectag agency and the FHNFA have die ail orulyi aid the tr_sspnasblity to mime compliance with Tile 23 USC Section 140. the Re habitation Ad of 1973. as amended (29 USC 704). and Tile VI elf the Civil Rights Ad d 1984. as amended. and related regmitations me hrding 49 CFR Pats 21.28 and 27: and 23 CFR Pats 201. 230. and 833. The following provision is adopted tam 23 CFR 230. Appends A. Mb appopriate revisions to condom to the U.S. Department of Lahr (US DOL) and FMMA'requienets- 1- Enpal Emplownerd Opportoody: Equal emplownerd opportunely (EE -0) requirements nit m misanMewle and to take aibmative action to assure repel opportunity as set krth under lams, eneedive orders. odes. regulations (28 CFR 35, 29 CFR 1830.29 CFR 1025-1827.41 CFR 50 and 49 CFR 27) and orders tithe Smothery of Laboras mudded by the 'provisions presorted herein, ad imposed pusuman br 23 U.S.C. 140 shall co sttlnte the EEO aid specific affirrnalve action standards for the cceradoes project aides under Exhibit I - Page 1 of 12 this contract The provisions of the Americans with Disabilities Ant of 1000 (42 U.5.C. 12101 et seq.) set foam under 211 CFR 35 aid 20 CFR 1030 ae Iicarporaled by reference in this ca rdiact In the execution of this enchant the oontrache epees b campy with the fofowiig medium specific wegYwer e t a cubes of EEC: a. The contractor wit work with die contracting agency and the Federal Oeaehanent to ensure that k has made every good faith effort*: provide ewe opportunity with respedtt a all of is teens and concitions of enapiguient and in their review offactivities urdertheemiwat b. The coihactrrwil accept as its operating policy the following; statement "It is the policy of this Company le �assure that appficarw are employed. and that employees are heated during witwe regard to then race religion, set, cola„ age err disabiiliyr_ !itch action shalt inctude apgiradieg, demotion., or faanslkr, recleaned or recnitment adv fliisig: layoff or temoatorr rates of pay or ether foams of conpemsaltion: and selection for baring w . aide d►e- 1 training' 2. EEO Officer_ The 'contractor wi designee and make blown hi two contracting cakes as EEO Officer idTesell hate the and d must be capable of elfectiuey adoi r _ aid promoting am =fee EEO peigraw and who must he asiypred adequate authority and respensibthyte do so. 3. Dissemination of Pafieyr_ Al menthes of the creinacton staff Oro are adiorized to hire. supervise„ promote and indulge eligkiyees. arho recommendi such action. or wham are substanbally ruched in such action. will be meade y accent of, and will implement;, the contractors EEO poky and coarractual responsibilities to provide EEO in each grade and classification of enployrment. To ensue that the above agreement wit be meet, the fcilurag anion vii be taken as a manikin a. Perrot is meetings of sipeevwcry and personnel draw employees rri be conducted bellow the start ofwok aid then nett less ohm than once every sit moeitlss;, at Which time the cwtntrartoes EEC policy and its inplemernation nth be reviewed and explained The meetings vii be conducted by he EEO Olfvicer_ b_ All near sipevsoey or personnel office employees wilt be vireh a ihomigh - by the or e EEO Officer. ad majaspects lofthe cantateors EEC thity days following their repotting forty with the cornraactor. c. Al personnel oho ae engaged in deed weouihmentkiir the project rid be iistrrcted by the EEO Officer in the eanuattefs procedures for locakig and hiring minorities and d. Notices and pales seeing froth the contractor's EEO poky rid be placed in seas readiy accessible to employees apps for enyilloyment and potenne employees. e_ The contras is EEC poky aid the procerues to iuplenet such policy alit be Woad to the attention of employees by meats of meetings. employee haodiooirs, or other apeop inalle means. & Revuinent When adurlfe employees, the contradranall include in all athierlisernents for employees the motsat c An Equal Opportunity Enpkyer." AI such adreehseenemts wil be placed in publications having a large elimination among rwuofites aid women ii the area from WW1 the project wok force would normally be derided.. a The contractor will, unless precluded by a valid bargaining agreement, conduct systematic and direct recrohnen though petit and private employee rebut sources Retina 'lead qualified minorities and women. To meet this requibinent, the contactor will idertify sauces of po-edial naimeomity' glom employees„ and estabsh with suds inlet:Ted sarces procedhmes whey mniiody aid women applicants maybe permed to the contractor for employrnee b.. In the evert the contractor has a valid bargaining agreement proviring fa emissive hiring hall reiemals, the contradtoris egpeded to observe the provisions Of thar apeement to the extent drat the system meets the contra be s compliance with EEC contract provisions_ Where implententalioni of suds as agreement has the effect of dthoiniienig agaeetmminoiie weaned or obligates the .. conikartirto tb the sane, such _ violates Federal c. The andrachor MI encourage its present employees 1Q refermiroribes aid women as applicants foremployment Intimations and procedures with regard to miming such applicants vii he discussed vii empl gees.. Pesmntel Actions: Wages, watdag combats, aid employee benefits shall be established and administered. and pesoutel actions df every type, inchelks hiring, lrahasPer, dekko layoff. aid temrwaltiont, shall be taken without regard to race melba lefgwom.sex. naked oriigin., age or disability. The blowing procedures shall be followed: a The rmntraatorwi oundi nit periodic inspections of project sites to insure that working congas ad employee falsities do met indicate disaimivamry treatment of project site petsonnel.. b. The rmntratorwill erakrate the spread of wages paid within each dassification b deternie any evidence of dwasiniratoiy wage practices. c. The contactor nil periodically review selected personnel actions in depth to determine Weber thee is evidence of discriminated Where evidence is found heconnector wn gmengdy tale corrective anon., Nib review indicates that the discanninatian may bd end beyond he actions reviewed, such conective actin shall inch & el affected persons. d. The contractor vdl promptly Ome a all c mplaitts of alleged made to the =tractor in commedion will is abiga6ons reader this' comma, will attempt la resolve such conciaints. and ma lake appropriate corrective action wins a ineasunable tine. If the investigation indicates that the discritninatei may affect persons oberthan to complainant such action shat inchade such atcrrpesas. Upon completion death investigation, de contractor wt infant every complainant call elteeiravemues of appeal. f Training and Promotion: a The c oataatcrwill assist an lacalfrg, qualfyimg, and increasing the skits cf minorities and women wlw an Exhibit I - Page 2 of 12 applicants for enpkipnemt or current employees. Such efforts should be hind at developing for journey level statues errplbyees in the type of trade orjpb classification leaned_ b. Consistent with the contractors work forte requi auk and as perrisstle rarer Federal and Slate regulations, the contractor shad make fit use of tratriirg pograms, Le_ and aadteeiab training pis far the geographical area of contact peiforinance. tithe eyed a special Footsie for training is provided under this contactt this subparaprob trill be superseded as indicated in the special pansies The contacting agency may reserve training penitent for persons Who receive welfare assistance in aoconfaece with 23 U.S.C.140(4 c. The or actor rill advise employees and applir.ants for Of available taking pagans and entrance nerpitemerils fro each_ d. The contractorwRpetiodicady review the traiiirrgand of ennptoyees who are minorities and women and ell encorage efigble employees to apply feo such training aid promotion. T. Unions: If the contractor relies in whole or in part upon wens as a some of employees. the contractorwct usegood faith efforts to obtain the coopwatioh of such unions to iieeease opportundiesfor mino ties and women. Adam by the contactor. ether diedty ortirargti a contractor's association acting as agent. odd indude the procedures set forth below a. The contaacaor w hl use good faith efforts to develop. n amperage wctr the unions. joint training engrafts anted Iowan! quarifying mare minorities and thrum for nrembership in the unions and itoreatin g the ski of meanies aid wormer so that they 'nay wady for higher payiingernployme b. The coreactor wad use good faith efforts to licoipur= air EEO clause into each union agreement to the end that such union tuff be bound ifo rear applicants without regard to their race, color, religion„ sea;, national amen age or c The =tractor it to abt.air infonnatinti as tote newel practices and polciees mf the labor union except the: to the extent such information s within the ewiustue possession of the labor union and wadi labor wren refuse taiun sh such eformatom to the contactor. the corhactor shad so cettly to the contacting agency aid shall set forth what efforts have been made to Cbiaire such information d. kin the event the ones is unable to provide the c reactr with h a reasonablellowof referrals within the tine k eit set touts in the cried= bargainrg aperient, the contactor wdl.. trough independent recuibnentethtrts, fat the employment vacancies without regard to race. colon religion. sex:, national otign. age or teat** making fug ethos to obtain qualified and& qualifiable minutes and wanes The failure de union to provide sufficient referrals (even though it is Wigged to provide a dkasive referrals under the peers °facetted= bargain eg agreement) does not relieve the from the mquinenends rifts paragraph_ to the event the union referral practice prevents the contractor Mini meeting the oblate= pursuant ka Executive Order 11248- as amended, and these special provisions. such contractor shall inunedfately notify the contracting agency_ I. Reasonable Accommodation for Applicants 1 Employees with lisabhhiliees: The c nbactor roust be familiar with the requirements for and comply with the Americans with Disabilities Act and all rules and regulations established there wader. Employers must provide reasonable accanenorlaton in all employment activities unless to do so would cause an undue hardship'. 9.. Sekrcton of Sohconirac ors, Procurement of Materials and Leasing of Equipment The contactor shall not ilscrirertate on the pounds of race, color, religion., sex. natural oq , age cr disability in the selection aid red sew of subcontractors,. *diming procurement of materials and leases of equipment The contactor tactar shall take all necessary and reasonable steps to ensue nondiscrimination in the arkeistatian of this contract.. a. The contractor shad natty all potential subcontractors and supplies and lessors tither EEO obligations under this contract. b: The ondractor WI use good faith diets to ensure subcontractor compliance with their EEO obligations.. 10_ Assurance Required by49 CR1 21.13(b): a The requirements of 40 CFR Pat20 and the State DOT's US. DOT-appmeed DBE program are incorporated by reference_ b. The contractor or subcontractor shad not cfscrininate on the basis of race, color, national origin, or sex in the perfanrraroeef this ro mac ..Tyreeoethaiwsbal tiny out _ appbcahle requirements off 41,4CFR Part 25 lathe wd and a hniiista ion of DOT -assisted cataracts . Fait= by the cortrarttorto vary out these repremends is a material breach of lids cone& Which may result n the termination ate mead or sued, other remedy as the contracting agency deems appropriate: 11. Records and Reports: The contrainwshall keep such records as necessamto document compliance with the EEO requiemens. Such records shall be retained tuna period of three yeas the date of the beat payment to the contrailorfcr ad contract wandi and skid be amiable at reasonable noes and places for inspection by authorized lepresertaties of the contacting agency and the FHWA. a The needs kept by the contractor shall docoinert the following: (1) The number and work hurts of riinarty and non - enmity group member and women employed in each work classification on the project; (2') The progress art efforts being made in cooperation with unions, when applicable, to increase employment appo bedues for minorities and worsen; and (3) The progress acid efforts being made in locating hiring. Winn* , acrd minorities aid amen; b. The contractors and subcontract= wit submit an .annual report to the contracting agency each July for the =akin of the per,, indicating the number of mina*, women, and group employees currently engaged in eudi work classification required by the contract work. Tide information is to be reported on Form FHWA-1301. The staffing data should represent the project work tome on board in all or any part of the last payroll period the end Whitt If is being required by special provision. the contractor Exhibit I - Page 3 of 12 ,.t be required to pied and report training data. The eafupnent data should reflect the work fade do board coring all or any part tithe last payroll period preceding the end of tL NONSEGREGATED FACILITES This prooll m s appiicahle teal Federal -aid construction cwirtracs and to Al related oonsinacten subcontracts of 319,009 err reran_ The contrador must ensure that facMes provided for erpldyees me provided ire such a manner that segegardn an the basis dace. echo,, nekgion. sex, or national sign cannot result the aka may neither require such segregated use by written or oral policies ter Initiate soh use by eepeyee oaten. The dantractads obi gation entails fulher to ensure that is empleyees are root assigned to pedfonn their sendnes at any location, weer the ontdractatScontol, where the Whites ere segregated_ The teem laclities" lichees waiting moms. wok areas. restaurants and other eating meas. lane clocks. resroanrs, washrooms, locker mans, and firer storage redressing areas,. panting kits, drilingfoaadains„ recreation or entletainment meas. transportation, and Musing prodded far eructillees. The contractor shat provide separate or sirglauserneurcarns mad necessary dressing err sleeping areas le assure privacy been sus.. IV_ DAVIS-BACON AND RELATED ACT PREMIUM This section is applica ire to at Federated a rnsrarcaae pones emceeing SUM ad tar at terned sudcaducts and lower-tierwn of subcontract size). The remitrometat apply to at p Mects located wittiie the right-of- way of a raadray that is factianally dassi4ed as F higlhrayr. TM mobiles mahmays dassiled as local roads or neat rktor callectete, which are exempt. Contracting agencies may elect to apple tines, requiremearlsto other pndjerlse Tine fallarrang provisions ere harp the U.S. llepatmnent of Labor typebars iii 29 CFR 5..5 provisions aid nestled maters' alb mew revisions to conform In tire FHbMA- f283 format ad FHWA pmpram regrtiemerts. 1_ tiaimenwages At Ilabaerrs and mechanics enpicyed or working man the site elite work oil be paid unconitionailly are not las then than once a week, and wave steamed deduchen or rebate on any accourdoeicept suet papa deduhorw as ode permitted by regrdations issued by the Secretary of Later under the Copeland Act (29 CFR part 3)), the full amount of wages and bona fide hinge tenses Horns) equivalents thereof) ore attire of paymerd cmrptded at rates not less tear these contained in the wage determination alike Sedately of Laker which is attached hereto and made a pat hereof. negamiess el any coreactrat relationslic Mich may be ayeged to ergst between the con motor and such laborers and medemrs. Con titutiios made or costs reasonably anticipated for bona tide hinge benefits udder section 19$ (2) of the Davis -Bacon Act on behalfaf taborets or mechanics are considered veers pad to such laborers ormechanics.subject to the moviseas dE paragraph t"d of this section„ also, regular ©aent ibutens made or casts incurred for more than a reetrlyr period not less dlllen turn quarterly) underpins. finds. dr programs while cover the partcuthrweekly period, are deemed to be constructively made or incrmed Meg g such weekly period. Such Mixers and mechanics shad be paid the appropriate wage rate and hinge benefits an the wage detennita ion for the dassihr.alianof work actually performed, erbhout regad m ski. except as provided in 29 CFR 1.5(a)(4). Laborers or medullas performing work in near than dare maybe caniensated at the rate specified fur each diaserifeation Sall lee actually worked theme: Provided„ That the employees payroll records accurately set forth the time spent in each dassificaten is which work is performed. The wage detennaratidn (indrehag any additional classification add wage rates cordoned under paragraph 1.b. of this secti un)ared the flans -Bawd polar {YWWH-1321) shall be posted at at tiaras bythe cadaebrarrrd its ors at the sue of the rode in a prominent and accessible iplacerlrere it can be easiyseem by the workers b_ ri) The contracting officer shimmery that any class of laborers armecharics, including helpers. which is not fisted in the wage determination and which is to be employed under the contact shat be classified in cmrndmmance with the wage determinated The contracting dicer shat approve an additional classification and wage rate ad hinge hereto therefore rmiyvinerh the follltrrirg mare have been met )'n) The work to be performed by the da s i ecatiar requested is rat performed by a dassificabon in the wage deriemenattat and (ii) The clasariical is n is wired in the area by the comae ,uon industry,; and iii) The proposed wage rate. ationg any bona ifde tinge benefits, beans a reasonable relationstipto fire wage rates contained in the wage dibmniratior. If the mintractor and the Mores s and mechanics to be elplloyed in the classification (itorrwd) or their and the combacting dicer agree on the classification ad rage rate (induces@ the amount designated for frege benefits where appropriate), a report of the action taken shat be settby the contracting officer to the Administrator dike Wage add Hour Dilation Empwyment StandardsA,ddimistration,, U.S_ Depalmeitof Labor, Washington, DC 29210. The Adentstator. ar an authorized temesentation wit approve, modify, ordsapprove every additional classification action' within 30 days of receipt and so advise the wortiacing dficeror vii notify the fig officer within the 311 -day period that additional time is necessary (3) in the event the vmrvractor, the laborers or medullas to be employed it the dassication or theirrepaesertatives, and die contracting dicer do not agree an the proposed and wage rate'including the amount designated fur fringe benefits, Mere appropriate), the cortracling dicer shat refer the questions, including the viers of at interested parties and the recommendation of the contacting dtfcev le the Wage and Hour Admi istrakhrfor The Wage aid Hour Administrator, or an ahlhodized lepresettative, wrti issue a detem aivatah vitro 39 days of teeeipt and so adds. the contracting officer or Exhibit I - Page 4 of 12 will nom the crintracsing cfficertridin the 30 -day period that additional One is fec essayr. (4) The wage rare rinchning Inge benefits where appropriate) deimined pursuant to Paragraphs 11 2) or 114,3) of this section shad be paid to al workers perfuming work in the classification under this contract the fast day on which work is performed in the c..Whenever the mioinnam wage tate prescribed in the contract for aclass oflaborers orinecaries` aline benefit Meth is not expressed as an handy rate.. the contractor shard eitherpaythe benefit as stated in the wage determination or shat pay another bona fee fringe benefit or an hourly cash equivalent theme d. tithe contractor does not make payments th a trustee or other led person. the contractor may consider as part of the wages of airy taborer or endemic the amount of any costs reasonably anticipated is providing Nana tide fringe benefits wtdera plan or program. Provided. Thatihe Secretary of Laborhas iaoe lean the written request d the contractor„ that the applicable standards tithe Act have been met. The Secretary of Labor may require the cortaethr to set aside in a separate amount assets fGrthe meeting of obligations under the plan or prograr. 2 Wdidioldehg The agency shad upon its arm action or upon written request of an mermined tegmentatie of ere Department of taixr withhold or curse to be withheld from the connaclor eaderhis contract. many alter Federal cataract with the same prime contractcr. or any atherfedeaily- assisted mead to Davis -Bacon prerraimg wage width is held by the same prime contractor. so much tithe moved payments or advances as may be caisideed necessary to midterms and mediates. including apprentices. trainees., and helpers. employed by the eamiractar cc any subcontractor the fed amount dftriages requited by the contract lin the ever of failure to pay any laborer or ittecharie inclining any apprentice. trainee, or began enplaned or meting an the site of the work, ail or pot tithe wages required by the contract the contracting agency may. antler mitten niece to d ecamtadbr.. take such action as maybe necessary to cause the suspension of any farther payment advance, or guarantee of funds unti such wiotat nce have ceased_ 3_. Payrolls and basic records a. Papers and basic mods teeing thereto shat be maintained by the contractor ening the course of die wink and preserved fora period of three years Ilhe eafterfar a1 taborets and mecharias working at the site of the wadi. Such records shat contain the namhe., address,, and seed security number of each midi worker., his or her correct classificalion, hourly rates of images paid (inducling rates al contibutions or costs anticipated far bona foie hinge benefits or cash equividents thereof of *retypes described in section 1(b)(2)(B) of the Davis -Bacon Act), daily and weekly mntherof haws waked. detections made and actual wages pad. Whenever the Sethetaryr of Labor has found wider 29 CFR 5.5(a§1 Xi) that the wages of any Lthater OF medaae include the am owit of any cods treasonably anted in provefing benefits under Plan or program described in section ¶)(B) oldie Davis - Bacon Act the contractor ctor shaft maintain records ranch show theft* ovninitmenthi provide such benefits is enefonae+abin, that the plan or program is thimocially resposatle„ and that the plan or program has been corenunicalled in wrong to the laborers or mechanics affected. and records which show the costs anticipated Greve aural acct incarned in providing such benefits, Certactots employing apprentices or trainees under approved programs shad maintain widen evidence of the regishaionofapmenticeship programs and certification of trainee programs. the creation tithe apprentices and trainees,. and the ratios and wage rates prescribed it the applicable Pmgrarrs- b_)1) The contractor shall submit meekly for eadr week in whiff any contact oak is pertained a copy of al payrolls to the contacting agency. The paw submitted shad sat out accurately and complently all a tine information required to be mattered ewnderr2g CFR 5.5(a)(3)ft emocept that fie social security miters and hone addresses shat riot indeed on weekly tmemidals. IYistead the payroll shad ally need to incubus an indiandually identifying number for each employee ( e.g.. the last four digits tithe employees social security river). The required weekly papa iedomarboi maybe sumibed it anthem desired. Optional Ryan WH-347 is mailable fortfts popose hare the Wage and How Division Web site at 'tdprdUiiwem. mhstr_iim twits successor sae_ The prime contractor is responsible for the sulinesim of copies of pawls by ad .. Contractors ad subcmitradlos shat maintain the lid social security number and caned akiess of each covered worker, and dial monde them upon motel to thecontrainquagema for transmission to the State DOT, the FHWA or the Wage and Hour Division of the Department Gf tabor far purposes of an investg*onn or alma of compliance with prevailing wage requ tt is net a violation ofthis section fora pine contradurto wrgriie a subcontractorto provide addhesses and social seaway mrdhers to the prime eohtactorfor as ewei recants, semi weekly submission to the caroming agency-_ (2) Each paged semiarid shad be ammghanied by a -Statement of Conpiance. signed by the co ractoror smbcomtrache or his or agent mine pays or supervises the payment of the persons employed under the contact and shad certify the following (t) That the payroll far tleepayrall period contains the inlinntakin rieipu ed to be provided under §5.5 (aX3)I.$) of 29 CFR pact 5. the appropriate information is being maintained under §&.5 �§ii) of Regulatiars. 28 part t 5, and that suds infonnation is correct and compiete fig That each l bah or aredwaic fwwiwddng each helper. app.edice. and trainee) employed on the =tract dining the papal period has been paid the kid weekly nr ges named. without rebate. ether dreody or ndmedy. and that no dedwaons have been made either dimly ar irhim* time tee fad wages named. dherihaw permissible deduction as set fate in Reparations. 29 CFR pat 3; Id) That each laboher or mechanic has been paid not less than the amicable wage rates and fringe beef or cash equivalents for the CrOSSWEZOOR of work performed, as spented in the applicable wage determination incorporMed into die contract Exhibit I - Page 5 of 12 (3) The meetly submission at a properly executed certifieacion set bah on the reverse side of Optional Fenn *11-347 shall satisfy die requirement for submission of the "Steamed of Compliance lowered by paragraph 3.b..(2) of this seetom.. (4) The falsification of any &the above certifications may subject the tmrdraO'Q cr sohcondaCtor to civil or criminal prosecution under secant ttylhf den 18 and section 231 of fire 31 of the United States Code. c_ Thecardracter or suboontractershhal maim the mods remind under paragraph 3.a of ies section available far especial copying, fir transcription by authoe®ed teptesentatimes citbe combacting warm. the Slate DOT. the FtlWA or the Department of Labor. and shad permit such representatives SD nteua iew employees diming eorki g horws, am the job. If the contactor er fain to submit the tequired meads or to make term amiable. the FHWA may, alter or e m mice tithe caret rartor the eartrat:ng- agency or the State DOT, take such action as may be necessary to cause the suspension of aryl further payment, =home, or guarantee of bids. Furthermore, tame m summit the required ceeorlis upon newest orto make such recants available may be groands for debarment act on persuade 22 CFR 512. L Apprentices and trainees a Apprentices jwowarms of the USI2O4. Apprentices mall be permitted an work at less tan the pedelemined rate far the work they performed when they are email eyed ensued to and imd.edualytegisteed is a bvmafee pupae registered wilt the tic Department of tabor. Employment aid Tracing Adminetraticet, Office of Apprenticesha Training. Exnpkyier and Labor Seances, or Mb a State Appenticeship Agency remmgrimed by the Office, or if a person is employed in his fir her fret 92 days al probationary engineered as an apprentice it such an apprenticeship programm, Mao iS not iimfividiaaNy registered in the program, but An has been ceetilied by the Orme of Apprenticeship Training. Emanyer and Labor Services at a State Apprenticeship Agency firthee .. g to be eligible for probationary employment as an apentice.. The able ratio el apprentices tbpreneymmen on the job site in any aaBt dassrmation shad not hammier than the ratio permitted to the contractler as to the entire work force under the registered program Any winkerfeed on a patrol at an appetite wage rate, who is not registered or oiBenrise employed as stated above„ sisal be ,paid not lee than the applicable wage rate on the wage mienoissadon err the classification of work weak perfmmned. in akin" any apprentice pxheming work am the job site in excess of the tato permuted underlie registered program shall be paid not less than the appticablle wage rate on the wage detemialon for the work abaft perbimed, Where a contractor is pertaining consbuction on a p r edtin a bratty ether earl that in Vieth reprogram is regetered, the mhos and wage rates lemossed it percentages of the jowneymanfs hourly ralel spectlIed in the cartracmds er suboutractors registered program shad be observed. Every apprentice oust be paid at not less than the rate specAed in the registered propan forum apprentices level of pvopes% expressed as a percentage dine jawneywnen hotly rate speeded in the applicable wage determinate Apprentices shall be paid fringe beretts in accordance with the pmvisims cif the program_ If the appenticeship program does not specify time beaus apprentices must be paid the lilt amounts' fringe benefits fisted on the wage determination lathe amicable classification_ tthe Administrator deteminesthat a different practice peeva&s lathe ap pl cable apprentice classification, fringes shad be paid in accordance with that determination. hide evert the Office &Apprenticeship Trainer Eon e and talbir Servicor a StateApprenticeship. Agency recopied byte Olllice, withdraws approval d an appenticerthe prograa the pantracior will no longer be pemitted to whim apprentices at less than the applicable predetemmined sale for the work performed until an acceptable program is appewed. L . Trainees(programs of the USOOL)t. Except as provided in 29 CFR 5.10. trainees trl net be paneled tb work at Bess than the predetermined Meier the work perfumed unless they an ernpoyed minuet to and in a program Which has received prior approval by formal eartikation by the ti_S. Department adFLabor, and Teeing The rate of trainees to journeymen an the job site shall not be greaterlumpermilledurdiertheelan approved bribe - Employment and Trainig Adminerabon Every trainee must be paid at mot less than the rape specified in the approved pogran for the haneet Bevel of progress, expressed as a percentage of thejauiepnau hourly rate spec:Ted fir the applicable wage determiatate Trainees shall be paid linage berelitle fn accndterce with the provds®re of the trainee program. If the trainee program does not mention fringe benefits, trainees shat be paid the full amount dfnnge benefits listed am the wage adess the Adminstrator Of the Wage and hforr D'nmi'sion dhterrtniines that there is an aptiertioship program associated alum the unesponding ume ran wage rate on the wage determination which provide for less den fel time benefits for _ Any employee fisted an the papal at atranee rate who in rot registered and participating neatening plan approved by the Employment and Training shall be paid art less than the amicable wage rate on the wage determination fmrtlhe dassificafirni of work _ Ili addition, aaiy traivree pedonerm work air the ;gob ate in excess of the rare permuted underthe registered program shall be paid nil less than the amicable wage rate awn the wage defernwnatior for the me actually perfumed ed. In the event the Empki nw t and Training Administration withdraws approval detaining pmpam., lie contractor wit no longer be permitted to dike trainees at less than the applicable predetermined rate brae work performed rod an acceptable program is approved. c. Equal employment opportunity. The ulteaaan of apprentice% trainees and journeymen under this part shad be nconlownity Mit the emit employment opportunity requirements emlExecutive Order 11240„ as amended, and 29 CFR pat 31. Exhibit I - Page 6 of 12 d. Apprentices and Trainees al the U.5. DOT). Apprentices and trainees working under app en ticeship and shill training programs mulch have been ondiilied by the Smeary of Trarspod4on as proanating EEO in comedian wnhiha Federal-aidFederalaid highway aoosliudinn programs are not subject to the requirements df paragraph 4 al this Section IV_ The straight bine howdy wage rates he apprenhoes and trainees under sock p erg awns wit be established by the paniorta potion.. The ratio of apprentices and trainees to journeymen MA not be greater than penned by the teens Or the particular pogran.. 5.. Compliance waddh Copeland Act uegnnments. The contractorsha8 Sunda the of 29 CM pat 3. Which are incorporated by reference in this conirait. 6 Sobcordrads.. The cantrackw or subcontractor shag insert Farm 12'73 in any subcontracts and also require the subaornhactoes to nctude Form FINNA-1273 in any loner tier subcontracts,. The pine extractor shad be resporesablefor the cornpkarce by any subcontractor or tuna her sthaveact rr into Al the conhart clauses in 29 CFR 5.5. 7. Contract teaninallorm debanent A leadh of the contract daises in 29 CFR. 5.5 may be grounds forternination alike contract, and ter debarment as a conbacior and a subocnhaetmr as provided is 29 CFR 5.12. R. Compliance with Davis -Bacon and Related Ad requirements, At Wings and intemetations of the Davit - Bacon and Retard Acts a artairaed in 29 CFR parts 1, 3 and 5 are herein iticapaated by referent in this con kadt. S. Disputes concerting labor standards. Disputes arising out ofthe labor standards posit ohs ride contract shall not be suited to he general disputes muse of the exxmact. Such mutes shat be resolved in accordance wadi the procedures dithe Department dl Labor set faith in 29 CFR. parts 5.9. and T. Disputes wriitrir the meaning of this dause ilk& disputes betrreven the contractor (or any of its subcontradornjard the contracting agency, U.S. at Labor,. or the emplayees arthetr 10. Certification of eligibility a. By entering hem this condract., the contractoraerates that neither it (nor he or she) War any person or rho has an i teest in he contracma's l ve is a person orlon ineligible to be auaded Government commis by virtue of section 3(a) Or the Dais -Bacon Art or 29 CFR 5.12011). b. No pan at this contract shalt be submersed sled bay person or firm iaeiignle for award of a Goverment contact by virtue 4 section 3(a) of the Davis -Bacon Ad or 29 CFR 5..12(ag1). c. The penalty for making falsestatements s prescribed in the U.S. Criminal Cade, 18 U.S.C_ 1001.. V. COPRRAYCTWORK HOWlS AND SAFETY STANDARDS ACT The faflwnir g clauses apply to any Federal -aid consluction contract n an enema in excess at 5100000 and subject to the ovedine provisions off die Contract Work lives and Safety Standards Act. These dauses shall be inserted in addition to the clauses required by 20 CM 5.5(a) or29 CM 4.1r As used in this paragraph, the temg laborers and mediates eclat w0drne n and guards. 1. Overtone regrireseds. No cathedra or subcareactor ccntracang for any pat of *eminent work veldt may require or involve the endowed of labavers our mechanics shall 'requiie or peewit any srudh Ulmer (mesenteric in any workweek is Mire Ire or she n eirdayed on such work to work in excess entity hours in such wo tmaeek unless such laborer or mechanic receives compensation at a rye not less than one and arse -hall limes the basic rate of pay 11w all bouts worked in excess of laity hours in such workweek 2. Vbolatinac lability for unpaid wages liquidated damages. In the evert at any sialation tithe clause set forth in pararaph (14 al this sexton„ the contractor and arty subcattractar responsible therefor shall be table for the unpaid rages.. lin additon soh c ontraudc r and stibcoreactor skit be liable tom he United States fn the case of wont done _underzonliactertheDistrictofCokntraara Disi i t or to snit tenelory),. for hquidatedl damages. Such igowdated damages shall be computed with respect to each induviidoet taboos!. oar readmit, .. lumbermen ad guards eardnyedin violater &the dausesetforth in paragraph (t_) of this sechen of 510 for each calendar day on wihich such .. in the sum wearied or permitted this nark n e mess of he standard a odoreek off forty hours Mime payment of the overtime wages requited by the clause set lath in paagra ph (1_) of this sedan. n. Witliaoidng for unpaid wages and iq idated damages. The FIRM Cr** comItading agency shut upon its over action or ripen widen request of art authorized _ of the Department of Labor withhold arcane to be withheld. hem any moneys payable on accord al work performed by the cmntradaror subcontractor under wry such careact or any other Federal cataract with the sane prime conhador, or any raker federayassined carrltraat seed to the Contract Work Hours and Salety Starriann Act Mich is held by the sane prime crieltactor. such shuns as may be demented to be necessary to sanity any liabilities ofwda emntractr or suabcontlraetonfmr unpaid wages cad liquidated damages as provided tribe clause set forth in paragraph (2.) of this section. LSwbcowtaacts.. The eortrardorrorsubcontractor shall inset n any sdicontracts the clauses set forth in paragraph (1.) through (4.) dais setae and also a cause requiring the subcoreachis tkh include these clauses in arty lower he subcontracts. The pine cartrador shat be responsible for by any swmcont act ror loaner tier subaontractor with the claws setfiAh in paragraphs (14 hroughh (4.) of iris sec icn_ Exhibit I - Page 7 of 12 VL SUBLETTING OR ASSIGNING THE CONTRACT This provision is applicable bar Feder -aid construction contracts an the National Highway System_ 1.. The contratiorstad perfonw with its armor aga¢ation contract Mid amounting b not less than 30 Deiced O r a greater remarriagedepecided elsewhere in the contract) of the heal engird ial price. maluding any specialty items designated by lie contracting .. Specialty items may be perfam ed by subcontract and the amount of any such specialty bens performed may be deducted from the tad original contact price before cesopidtng the ancient aired rewired to be performed by the coneactoes own organization (23 CFR 118). a. The tern work with is awn mganicatiour rehires to waders engloyed or leased by the primre co tractor, and equipment mimed or rented by the prime contraraor, with or dlhout operators. Such Mai dries riot include employees or equipment t of a subcontractor or kamme tier subcontractor. agents ,off the prime contactor. arary other The tens may include paywre its fade costs of lift leased employees from an employee leasing fire meeting at relevant Federal and Stith megutat eyr requiremeres. Leased employees may only be °lauded i' r this tam tube prime contractor meets ad of the lidoriiing coodions:: j1 j the prime contractor maintains control over the Saperafsionottheday-10-dayadobes-ritweleased en 42j the prime csrIracbr re=mains responsible for the wady oldie wadi of the based erehp ees; 4;3`j the prime parameterretains alt power Ito accept or d enice ireduidual employees inen wok on the prajed ,and j4'j the rime aomeract rrename atimately inspectable for the paymaetcf predetenmined wages, lie subhmission&&payrolls, statentens ofcwoplom eanday other Federal regedatery Requirements. s. b.."Aperiaky Items* shall' be construed to be breed beret that nequires specialimed knowledge *flies, or eqpipenere not mire* amiable in the type nicadractog organizations malted and everted to lid or propose on die cesdrat as a elide and in genera am to be baited to minor components ofthe overall contract. 2. The contract anoint upon trlith the retpitements set forth iipatagapla (1) of Section VI is congerbed includies the cost of mated and manerlactreed deducts whiny awe) be podmased crprodirced by the contrackw under the contract I The cautraosrr shat furnish (a) a competes superintendent or spender w ho is entreated by the firm has ha authority b driest pedarmance of the wok i r accordance wits die contract and is iur Charge of ad canattuction operations (regardess of who 'performs ere work) and tb) such h otter of cis own areathiational resources dupervision.man and engineering services) as the officer detenrenes is necessey to assure the pertnnance of the contrail 4.. No portion of the contract shag be sublet assigned or ethenrse disposed of ewer weh the written consent of the contracting officer. or authorized representative, and such consent siren 'pieta shad trot be construed to relieve the contractor of any respertabity for the ludillment of the contract Written d orsent edt be goers any after the contracting agency has assured that each subcontract is evidenced in writing and that it contains all percent americans and Requirements of the prime contract 0_ The 307E self -performance requirement of paragraphs (1) is not appicable to design -hula contracts; however. contracting agencies may establish their over self -performance Vt SAFETY. ACCUh61Tl PRFVETWION This provision is applicable to ad Federal -ad construction contracts aid to alt related subcontracts. 1. In the performance of the contract t the contracts that comply Mill at applicable Federal, Stable„ and local lass governing safety„ heath,, and SglIfibtot(23 CFR 030). The contractor shad provide all safewards, safely devices and protective and take any other needed actions as it or as the contracting officer may determine. to be reasonably necessary to protect the fife and health of employees ow the jab and the safety of the public and to protect property in coroecian with the performance of the work coerced by the contract 2. It is a condition oflhs contra*, and shat be made a condbon of each subcontract which the contract enters into pasuad to the ciieact that the contractor and any subcontractor shall not peed army employee. iu of the canted. to wok in sturreetwings or under condemns which me misandary. hazardous s dartgetous to tiddler health or safety, as determined under construction safety and health standards (20 CFR 1'-:r+« rornufgated by the Secretary of tabor„ baccordancewith Section 1177 of the ContractWork Hours and Safety Standards Act 440 U.S.C. 3794'I.. a Pursuant mina -re 1020.3„ it is acondeion of this contract that the Secretary of Labor or authorized remesentae teeereof shat have right of entry to any site of contract performance b inspector investigate the matter of csupfiance with the constiniction safety and health standards and to carry out the dines dime Secretary under Section 107 el tie Contract Wok Horns and Satiety Seedbed Act (443 U.S..C..3204(. VN. FALSE STATE /TS CONCERTING HIGHWAY PROJECTS T his pr o v i s i o ri is applicable b ad Federatain conduction contras and to at related subcontracts. In older to amine high quality and durable construction on in comer adh approved plans and specifications and a high degree of neliiabihiy on statements and rvpresentaturs made by engineers. cantractims. suppfaees. and waters an Federat- ed t sway projects it is essential that at pestles concerned with the project perform their as cannily, and Ituanes,dy as possible. ii ie ful bdsiTln aimi., dstartion. or misrepresedallion with respect to any facts related lb the project is a violaion of Fedora tam To prevent any misunderstanding regardimg the seriousness of these aid similar arts. Fonw FHWA-1022 shall be pfd an each Federi-ad Irighwray project (23 CFR 035) in one or mare places where its readily amiable to al persons concerned wide the project: 10 U.S.C. 1020 reads as foibles-. Exhibit I - Page 8 of 12 Whoever. being an officer agent, or ernyloyee of the lhided States, or of any Stale or Tertiary. or Waverer. whether a peesan, association, lie. or aoparafion, knowing* makes any false statement. false representation or false report as ti ere daradierr„ quality„ rioting*, or cost off t he material used or to be used,. or the quark orquaityofthe work per rimed orb be performed, arise cost thereof n connection Mee the admission of platys, mks specliiraim6. contacts, or costs of construction on any highway or trebled plied submitted for approval to the Secretory of Tull5p riation: or YToever knowingly makes airy false statement, false representation., false report orfalse chin with respell b tie character. quality., gmntiry. or cast of any work performed or be performed or materials furnished orb be finished at comedian with the uxnytorlton of any highway orrelated mad approredi by the Secretary* Transponatiarm or Whoever knowingly notes any fake statement arfalse representation as b natural fact in any stalleinertt certificate. or import submitted pursuant to pmwfeirs of the Federal -aid Roads ltd approved July 1. WIO. 4 ' ° Stat. 355), as amended and Shall be fired under this tills or imprisoned not more than 5 Yeas or both.' 0t'IMPLEINENTATION OF CLEAN AIR ACT Am FEDERAL MITER POLLUTION CONTROL ACT This prronsiin n apppicable 10 ail Federal aid cmrstumtan contracts and to at related subcontracts,. By submission wt'this bidtproposall or the execution of this contract err subcontract as appropriate, the bidder proposer, Federal -aid cannsludice contractor, or subcddradir. as ,riumuirriidle„ will be deemed to have stpulated as flows: L Thaiarmy person Who is an wail be utilized zed in the perfnmahceofthis contract is rat prohibited from rewiring an award due b a violation of Section 508 of the Clean Warn Ant arSealcn 300 of the Clean Air Ad. 2. Illative comltarbr agrees to irmdohde or cause to be inducted the tegvioemnenlls of paragraph (f) off thiisSedion X in emery subcontrrct and further agrees to take sorb action as the curdlraad6ng agency may deed as a rrmearrs of enforcing such requiieuierrs_ 1L CERTIFICATION REGARDING DENT, SUSPENSION. INELIGNILITY AND VOLUNTARY EXCLUSION This provision is applicable b all Federal aid comsbution comma, design -brad contracts. subcontrarn, honer -tier subcontracts, purchase orders, lease agreements. covisukant ewntrack or any other covered knead= rewiring F}ItVA approval or that is estimated to cost $25,056 or move — as defined in 2 CFR Parts 1,;tr and 1200_ 1_ InstructionsbrCe .atiion—I=astTierParticipants_ a By signing and submitting this proposal, the prospective fist tier participant is bottling the certification set out below. b. The arability Of a person is provide the certification set ant below will not necissamiy result in denial of pa,topdwh in this covered trembler'. The prospective fast tier participant shall submit an animation of wiry it cannot provide the certification set art below. The certification or explanation snit be considered in connection wilt the department cc ogresses determination whether b enter into this transaction. However. ever. tiles afire pruspelive fist ter p ttipant Si funith a certification or an ewplablioo shag disqualify such a ;lessor from pis in this transaction. e The certification it this clause is a material representation of fart upon With shame was placed den the contacting agency det nniieed to enter Moths transaction If t is later determined that the paspectre participant knerdigly rendered are ertmhecha certTisa ion. in addition to otter remedies ararlahis bike Federal Government the contracting agency may terminate his transaction for cause of default. d. The peoepectire first ter participant strati provide immediate written notice to the combating agency to Winn this proposal is submitted tarry time the prospective first tier participant leans that its a ertfircati"ion was enoneaa when subsided or has become erroneous by reason of changed circumstances. e. The teens 'boomed transaction: "marred," suspended." ,." ." .perms" and ' raknlarty eeduded." as used in this damn are defined in 2 CFR Pals 180 and 1200. 1Fist Tier Cowered Transactions' refers Is cry covered transaction between a g rantee orsuiyradie of Federal rinds and a praticipamd (midi as the _piwearge neral coo* d '__'Lower Ter C3 ventti Transanons' refers to any covered transacting under a Fist Tier Covered Transaction (auc#h as contrasts). Fast Tier Patimipaet' refers to the ,participant who has entered inn a covered trasaibca with a grantee or subgrartee of Federall funs (such as the pine or general cwutracbrt_ moor Too Participant' refers any participant whas entered into a crewed tianaatdion edit a Foist Tier ParOi>lpart or other Lamer Tier Participants (such as subcc _ s and sugphers). f The pmspeebie first tier participant agrees by submitting this proposal ssal that, should the proposed covered transaction be entered ibis. t sha l not knowingly enter inn any lower tier cowered transaction With a prim rift is debated. �spen ! declared inel pile. errvdkndatdyetdhodedfrom - in this covered transaction, tndters andiartmd by the department er agency entering iota this transaction.. g. The pmrpeative list tier partcpantfuther agrees by subniting this proposal that ht wit incline the chase tied "Cretiroatcm Ftegadig Debanrent, Suspension. be igbrliiy and Voluntary Exclusion -Lower Ter Cowered Trasac6ms," provided iby the depabment or contracting agency, entering erig into his covered tranactim,. without errata , in aligner tier covered fransa eras and it al sobilations for lower ter covered transactions breeding the 325.000 threshold.. h. A participant in a covered transaction may rely upon a ratification of aprospedive paticfpare it a lower tier covered transaction that is mot debarred, suspended, imeligirle, or robotarty ewrirded from the covered transaction, unless it Mews that theoerlticatidi is erroneous A palicipat is responsible for ensuring that its pipcipaiS are not suspendedl, debarred or otherwise iuelgite to participate in cowered transactions_ To verify the eligibility of its piimypats. as well as the eligibility of cry kwertier prospective participants, each participant nwA bin is not rewired is, chest the Excluded Patties list System website PhitOsilwww.evb_.aowll, which is coogihd by the General Services Attwninislratiarr_ Exhibit I - Page 9 of 12 i Nothing contained n the foregoing shall be constreed to requite the estalthshme+t of a system of moods in order to render in good fair the certification required by this clause_ The knowledge and nfinnatiou of the prospective paticpant is not required to emceed that which is normally possessed by a pndert person in the celery came of busirtess dealings. } Erecept for transactions anthorbed hurdler paragraph (1I) of these instructions, if a patiidpat in a coveted transaction inowirgly enters into a knew tier coned basactoe xrth a person who is suspended. debarred. ineligible. crvoluntarily excluded than participation in this transaction. in addition to carer remedies available to the Federal Gai errnnertt. the department or agency may terminate Otis transaction for cause ardedadt. 2 CeeIhicatiaa Regarding fhebaurse, Suspeersono lneipiiStyand Voluntary Exclusion — First Tier Paricipant a The prospective fist tier participant certifies to the best of is krm Ledge and belieff flat it and As principals:: (1) Are not presently debated, siw...n, pgrosed for debarmentdeclared imitable orvolncaiyemended ion paeigpndig is coveted Vanadium by any Federal department or at Kure neat within a 9reeerearpeetodpreceding this been convicted of or had a Civil *green rendered against them for cananssion of fraud or a criminal manse it connection midi obtaiug, attempting mr obtain. or perfuming a public (Federal. Stale or local) tratsarli n or contract wader a pdtictratsaeioi; violation of Federal or Stake awtlmist statutes or commission of embezzlement, ffieth, funtety„ bribery, falsification or destruction of wenn, making false stater i s, or unceruing shorn property; (3) Are not pnrseclyminted for or oihewise criminally or citify charged by a governmental entity OFedleral.. Stale or focal) wsi commission of arry of the offenses enumerated in paragraph (a ;2) dins ceitficaumi; and l Nair a nee -year paiod eating Its had one or more politic transactions (Federal. State or lcal) nominated for cause or deFau& b_ Where the prospective s unable to catty to any tithe staYemue is in this certification., such pro pectihe paaricapat shall attach am eaplan alien to this proposal 2.. lcstncdions for Certification - Lauer Tier Paticipasts: (Applicable to all subcontracts, purchase oilers aid other tower tier transactions Requiring prior FMWA approval or estimated to cost S2,5,IRlll or more - 2 CFR Pant i and 1200) a. By signing and submitting this proposall, the prospectve tower tier is phmwding the certification sot out bellow b_ The ceGfiwiom in this clause is a material rsprtseutation of fait upon which reliance was placed when this ,noniron was entered itb_ if it is hater determined that the prospective tower tier paictipart knowingly rendered an mutinous ratification. in addition to other Remedies avaialte to the Federal Governneit,, the depainent or agency wilt whin this transaction arpinaled may pursue available n emedie iiccudi gsuspetsion anitbirdebarment c. The prospective tower tier participant shall provide inunednatle written nice to the person to which this proposal is submitted if at any tiwre the prospective lower tier participant leans that is certification was erroneous by reasons of changed cionstances.. d. The tears "catered kausaclior "debated,;' 'suspended; ineligible.- "Walk pant:." "per . "principal." aid nnaiy excluded,; as used in this clause„ an deleted in 2 CFR Pats list and 1200 You may codas the person to whir, this pnopasa, is sainted for assistance in obtaining a copy of those reguLlices_ 'Fist Tier Covered Transactions" refers Is, arty coveted transarion batmen a gee or subgraree of Federal fluids and a pantiifpadt (such as the prime or general entrant). "Lower Tier Coveted Transactions" refers to any covered transaction wider a Fest Tier Covered Transaction (such as setoartracts)_ 'Fist Tier Participant:' refers lb lire paricpat who has entered On a covered transadion with a grantee or su bprantee of Federal funds (sudi as the mine or general comiad r).. "Lower Tier Paticiantr refers any paricipat who has entered iib a coveted transaction nib a Furst Tier Pawrizipant or other Lower Therrah call,. (sour as subcortraoos and supplies). e. The prospetive loner tier path iantagrees by submitting this popusal that,, should the proposed covered transaction be entered no alt shall not etuwingly enter in any lower ter coveted bantactort •ill apesgn who 6 _ _ - debated, suspended, declared ineligible, or vdurtariy excluded from pati cipafon in this covered ttrahsaetonii, unless aridsi ed by the depaemmert or agency with which this transaction odginalle f The poapedive beer tier participantt rattier agrees by submiing this proposal that it will iidbde this clause tiled "Certification Regardng Debarment Srrspesiou, neigh ad Voluntary Elbsio-Lower Tier Coveted Trasacico" wane modification. in al bier liter covered transactions and ii all colicitak cis for later tier covered trarsacitws emceeing the =QOM threshold. g.. A participant it a coined Masan= may rely upon a certification of a prospective participant Wanner tier covered nomadism that is riot debated. suspended. nefgnle. or ventage mended train the covered irasactioh„ mess it knows that thecetacation is erronemrs. A particpant is respensibie far err sanng that its prirepals ae not suspededl, debated, or otherwise Maniplle to participate it cowered transactions. To verily the Mightily of is pair s. as well as the eligibility of any lower tier prospective participants, each participant may. but it net nequied to. deeds the Excluded Pales List System website Ih SLIA .iw.eiils.ftoi ., which is compiled by the General Services Ate.. h. Nothing ig contained in the foregoing shall be conned to requ a establishment of a system of records s In order to render in goad faith the certficalion required by this anise. The knowledge and idonnaion of participant is not regdied to exceed that whim is no naty possessed by a nudent person in the adnay course of business deaings. i Except for transactions authorized under paragraph e of these ismuctio s, if a participant n a covered transaction kttowihgiy enters inn a loner tier coveted transaction with a person who is suspended, debated, neigiite., or uolutariy excluded than Anticipation in this trarnacticw in addition to other remeedies amiable to the Federal Government, the Exhibit I - Page 10 of 12 department or agency midi which this r-.nsachbe originated may pursue evadable remedies, including suspension aridl'ar debannent Ceatilowdiun'Regand'rrg Debarment Suspension. Inefigaillityand Voluntary The ParFicipan 1.. The prospective beer tier participant certifies. by submission of this proposal. that neither it nor its principals is presently debarred, suspended proposed for debarment declared ireefagible. or iri luvtarey eheciided bun participating in covered transactions by any Federal department or agency_ Z 'Where the.prospecEire loner tier pan icpa t is unable In certify bs any of the Stalkn.iamb. in Ids sartii®i . such pruspe 1 pat ii tshall attach an explanahon to this proposal XL CERTIFICATION REGARDING USE OF CONTRACT FUNDS FOR LOBBYING This provisiorn is applicable to al Federal -aid corrsttuction cormaas and to al related t subcontracts which einceed SItx 1000 (4I1 CFR 20)l. 1_ The prospective participant certiies by sigiiug and sNnrif It it hid ut p upasaf to the best of finis hoer _ inordedge arid belief. that No Federal appropriated lfuruts (rare been paid or ma be paint by or on behalf of the undersigned. to any person for i Naencieg or attempting to leonine ce an officer or employee of any Federal agency. a Barber of Cams_ an officer or employee of Congress, ss, or an ernpk>yee of a Neither of Conger in cacnnertias wdh the arming of any Federal contract. the mating of any Federal pant. the mania of any Federal Iran., the entering i lb of any cooperative agreement and the extension, a reualio n., renewal. ameniinerit or rodilicMon of any Federal can nac . grant. loam or cooperative agreement b_ IF any funds other than Federal appropiiated funds have been paid or wail be paid to any' person for iintbeeneag or allempling ID influence an officer or employee of any Federal agency. a Member of Congress, ma officer or employee of Congress gran employee of a Member of Congress in connection tier the Federal contract., grant, loann, or cooperative agreement, the undersigned Mull complete and submit Standard Farm-LLL.'Disclosure Fern an Report Lobbying,'_ in accordance wink its instructions_ 2. This cehAnatiorn is a material representation of bd upon winch reliance wasplaced when Nis transaction eras made or entered into Snibmissinn of this certification is a preeegvisile forma rig or entering into toes transaction imposedby 31 USX_ 1362_ Any person Who fails a tie lee required catiBratien shall be subject to a cked ,penalty of not less than SIDI= and not more than S100jl10 for each such face_ 3_ The prospective participant also agrees by submitting its bid or proposal that the parting:att shall require that the language of This cellication'be included it al lamer her subcontracts,, which exceed 1100.000 and that al such recipients shall certify and disclose Exhibit I - Page 11 of 12 ATTACHMENT A - EMPLOYMENT AND MATERIALS PREFERENCE FOR APPALACIMN DEVELOPMENT HISINMAY SYSTEM OR APPALACHIAN LOCAL ACCESS ROAD CONTRACTS This provision is appicable to as Federal -aid projects funded wide -the Appalachian Regional Development Art at 1985_ 1. Daring the pedaanaioe of this contract the cadre:Ike undertaking* to do soot which is,, or reasonably may be. done as on -site work. shat give imminence to quailed persons mho repiahy reside in the labor area as desiigrated by the DOL wherein the contract wont is shinned;, or the subregion. or the Appdadian counties of the Slate vitamin the contraetnok is situated. except a To the •extent that qualified persons regularly resides n the wee are out amiable. b. For the reasonable needs of the contactor to employ supevisoyur specaly experienced'persortevel necessary to assue an efficient execution of the contract mark. c. Fartme obligation of the contractor ID offer eanlplsprie t to present orfianeremployees as the nesudt of a handuaa coftect le bosoms contrac4 provided that the number of nonresident personsenhstned ode this sdhparagraph (lc) shall nut exceed 20 percent of the iota mmnberctf employees employed by lie canbaduw on the contract whole. morn as provided in stliPar4410 (4) befoul - 2. The contractor shall place ajpb older nib the Stale ErivicilinertService indicating (a) the classifications ,of the taborets mechanics ad other employees required to perform the contract work. (b)the ember of employees required in each classification. (c) the dote on wdriidn the paa ant estimates such. employees wall be regpiied,, and (d) any other pertinent ifonator repined byte Stale Employment Service to ohmcphete the job order foes. The jab trdermay be placed with the Stale Employment Service in mans or by tdepheare_ l doing the came aloe coreractt work, the idonnation submitted by the c etrac ore in the anginal + order is m6513,441, notified. eve pardoned shoe prorpfy edif ► the State Engilin ett . 3_ The connector shat give hd consideration to al gtnliied job referred to Inn by the State Erepli neat Service_ The contractor is mot required tb gait ernpfyitnent to al job app . in his opinion, ae owl qualified to pedant the classification elf moth required. 4_ lf, whim one week loloris fie placlig of a job order by the contactor vireo the State Enpal meal Service tie State Emiolnynnert Service is unable to refer any qualified job applicants to the contractor. orless Oran the mniber requested„ the Sere Employment Service Wit faawaid a certificate to the comrade ndicating the vneraiiatiity of applicants. Silly certificate shah be made a pat of the cionarlespenanet project recoils. Upon receipt ofthis ceiince*. fie contractor may employ poisons mho do not nomaly reside in the labor area by till positions cowered by the herbivore. of taring the ponsiaiis of subparagraph (ic) above.. 5_ The piovisinuis 0123 CFR 833_207(e) Moor the contracting agency* amide a conbecha preference for the use of mineral resource materials native to the Appalachian O. The a atVaan shall include the provisions of Sections 1 enough 4 of this Attachment A in every subcontract for work With is. or eeasomal stay be. done as on -site vaet. Exhibit I - 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 (29CFR Part 5) (Construction contracts in excess of $2,000 awarded by the Local Agencys and the Local 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 42 USC 6101 et seq. 42 USC 2000d, 29 USC 794, and implementing regulation, 45 C.F.R. Part 80 et. seq. These acts require that no person shall, on the grounds of race, color, national origin, age, or handicap, be excluded from participation in or be subjected to discrimination in any program or activity funded, in whole or part, by federal funds. ADA The Americans with Disabilities Act (Public Law 101-336; 42 USC 12101, 12102, 12111-12117,12131-12134, 12141-12150, 12161-12165, 12181-12189, 12201-12213 47 USC 225 and 47 USC 611. 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 etseq.). 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 Exhibit J - Page 1 of 2 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 requirementsfor 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. 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. Exhibit J - Page 2 of 2 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 1.986, 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 . qov. 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 Exhibit K - Page 2 of 4 is not subject to the terms and conditions of the Federal award. Program compliance requirements do not pass through to a Vendor. 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.aov/dpa/dfp/sco/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 foreach 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 ♦bw.it 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" Yes No N/A Instructions: (See 1. Check only one box for 2. Utilize the "Comment" 3. When complete, check tab for more information) each question. All questions are required to be answered. section below the last question for additional responses. the box at the bottom of the form to authorize. EXPERIENCE ASSESSMENT Yes No N/A 1 Is your years'? entity new to operating or managing federal funds (has not done so within the past three —I I Is this funding program funding programs include new for your entity (managed for less than three years)? Examples of CMAQ, TAP, STP-M, etc. I have least three full this Li Does your staff assigned federal program? to the program at years of experience with I MONITORING/AUDIT ASSESSMENT No N/A 4 Has your entity had an FHWA) within the last on -site project or grant review from an external entity (e.g., CDOT, three years? I I El a) Were there non-compliance issues in this prior review? I ' ❑ ❑ b) What were the number and extent of issues in prior review? trot IC I > OPERATION ASSESSMENT Yes No N/A 6 Does your entity have employees' time, that project? If No, in the hours worked by employees a time and effort reporting system in can provide a breakdown of the actual comment section please explain how you and breakdown of time spent on place to account for 100% of all time spent on each funded intend to document 100% of each funding project. f FINANCIAL ASSESSMENT Yes No N/A I a) Does your entity have an indirect cost rate that is approved and current? n if b) If Yes, who approved the rate, and what date was it approved? Is this grant/award 10% or more of your entity's overall funding? ❑ <10% >10% 9 Has your entity returned lapsedfunds? *Funds "lapse" when they are no longer available for obligation. i 1 n n 0 Has your entity had difficulty meeting local match requirements in the last three years? El n I:. 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 Yes No NM 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. Does your entity have financial procedures and controls in place to accommodate a federal -aid ri project? 14 Does your accounting system identify the receipts and expenditures of program funds n separately for each award? 15 Will your accounting system provide for the recording of expenditures for each award by the budget cost categories shown in the approved budget? Does your agency have a review process for all expenditures that will ensure that all costs are II LI reasonable, allowable and allocated correctly to each funding source? If Yes, in the comment section, please explain your current process for reviewing costs. 17 How many total FTE perform accounting fuictions within your organization? II >6 L I II 2to5 <2 IMPACT ASSESSMENT Yes No N/A .8 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 Subrecipient's obligations to the State.) Li 1.9 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 CDOT 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. PROQRAM MANAGEMENT ASSESSMENT Yes quo N/A 20 w�.. Does your governing aid pro entity have a written process/procedure or certification statement approved by your board ensuring critical project personnel are capable of effectively managing Federal- ects? if Yes, please submit with this form. II I i ❑ 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.t? If Yes, please submit with this form. ( 4:The Brooks Act requires agencies to promote open coin petition by advertising, ranking, selecting, and negotiating contracts based on demonstrated competence and qualifications, at a fair and reasonable price.) I f ti 22 a) Is your staff familiar with the relevant CDOT manuals and federal program requirements? - I I i-' b) Does your entity have a written policy or a certification governing board assuring federal -aid projects will submit with this form. receive statement adequate approved by your inspections? if Yes, please L I I i 7 c) Does your entity have a written process cr a certification statement approved governing board assuring a contractor's work will be completed in conformance plans and specifications? If Yes, please submit with this form. by your with approved L I 1 i—I 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. / Yes, please submit with this orm. 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 re: uirements ? ! Yes +lease submit with this orm. C7 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, VP or Chief Financial Officer of this entity certifies that all information provided on this form is true and correct. Tool Version: v2,0 (081816) Exhibit L Page 3 of 3 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 ofhigher education. 9.9. "Subrecipient" means a non -Federal entity receiving an Award from a Recipient to carry out part of aFederal 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 automatically shall Exhibit M - Page 1 of 5 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 forpass-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 ofthe 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 ofthe following applicable provisions in all subcontracts entered into by it pursuant to this Grant Agreement. 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 Exhibit M - Page 2 of 5 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 contractor 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 pursuantto 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 3146-3148) 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 awage 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 Laborregulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Exhibit M - Page 3 of 5 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 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. Exhibit M - Page 4 of 5 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 .� ....- 4.r..r.. - ..� WELD COUNTY ONLINE MANJING se -RE-4520 RE -452 RECX17-00� 1 �y �. T�1_- T - RE CX17-0097 obi LOT B 9;' LOTA K,t;,-� w R r. � OA�� RE-421 d `' 4:► i`iy: LOTt`•f'rmir RE -1840 RE -1840 LOT B LOTSA&B RE -1840 LOT A WA iERS DE =-t RE -3328 0 LOT B OT4A SCE -177 RE -3328 r LOT B 7T,A E-3328 A 0B9T COR TB RECX16-0091 CORRECTED LOT A i RE-4399AM RE -988 LOTA LOT A RE -4399 LOT C RECX16-0091 CORRECTE LOT C RECX17-0023 LOT D RE2 LC. 3RD AM RE -2374 LOT C AM RE -1852ND AM RE -2374 QQT LOTArf, H4 t «; • sr RECX17-00231` L O T D RE -4399 LOT B -�r RE -5021 LOT B RE -524 LOT A 2,288.3 0 1,144 15 2.288.3 Feet RE -5O21 LOT A f RE -2185 LOT A RE -3922 LOT D wcR RRECTED TB S RE -1858 LOT B 28 WGS_1984 Web_Mercator_AuxiliarySphere C Weld County Colorado I nis map is a user generated static output from an Internet mapping site and is for reference only. Data layers that appear on this map may or Tay net be accurate current, or otherwise relianle THIS MAP IS NOT TO BE USED FOR NAVIGATION • I-.,uldr Denver Legend Recorded Exemption S L (L. Li ■ • LJ p Highway Road LOT 1 LOT 2 LOT A LOT B LOT C tOTD LOT E LOTS A&B PARCEL 1 PARCEL 3 PARCEL A PARCEL B 1RACI A TRACT B Ihghway O County Boundary 1: 13,730 Notes New Contract Request Entity Name* COLORADO DEPARTMENT OF TRANSPORTATION O* 0413 Contract Name * Contract ID IGA BETWEEN CDOT AND WELD COUNTY FOR DESIGN AND 2791 BUILD OF BRIDGE 19/46.5A Contract Status CTB REVIEW Contract Lead* ref BEDE LL Contract Lead Email MBedell@co.wveld co.us Parent Contract ID Requires d YES De ent Pro GR-54 Contract Description* THE COLORADO DEPARTMENT OF TRANSPORTATION (CDOT) WILL OVERSEE WELD COUNTY DURING DESIGN AND CONSTRUCTION OF THE BRIDGE 19/46. SA REPLACEMENT OVER THE LITTLE THOMPSON RIVER BETWEEN MILLIKEN AND JOHNSTOWN. WELD COUNTY WILL HIRE A QUALIFIED Contract Description 2 ENGINEERING CONSULTANT TO COMPLETE THE DESIGN IN 2014-2020 AND WILL HIRE A QUALIFIED GENERAL CONTRACTOR TO COMPLETE THE CONSTRUCTION IN 2022. Contract Type CONTRACT Amount * $500, .I Rei NO Automatic Renewal NO Grant NO IGA YES Department PUBLIC WORKS Department Email CM- PublicWorks@maIdgov corn ent Head Email CM-PublicWorks- DeptHeadcNeIdgw corn County Attorney BOB CHOATE County Attorney Email BCHOATE@CO WELD CO US IGA Deadline Date 035/04/2029 If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Requested 8OCC Agenda Date* 06/19/2019 Due Date 06/15/2019 Will a work session with 8OCC be required?* HAD Does Contract require Purchasing Dept. to be included? NO Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Effective Date 05/06/2019 D1/08;2029 Renewal Date Termination Notice Period C mitted Delivery Date Expiration Date 05/0412029 Contact Information Contact Info Contact Name Purchasing Purchasing Approver Approval Process Department Head JAY MCDONALD DH Approved Date 06117/2019 Final Approval BOCC Approved YES BOCC Signed Date D1,'24,2019 BOCC Agenda Date 06/24/2019 Originator SSWANSON Contact Type Contact Email Finance Approver BARB CONNOLLY Contact Phone 1 Contact Phone 2 Purchasing Approved Date Finance Approved Date 06/17/2019 Tyler Ref # CTB TEMP Legal Counsel KARIN MCDOUGAL Legal Counsel Approved Date 06/17!2019 Submit Hello