HomeMy WebLinkAbout20190588.tiffRESOLUTION
RE: APPROVE INTERGOVERNMENTAL AGREEMENT FOR SNOW REMOVAL ON
DEFENSE ACCESS ROADS 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
Snow Removal on Defense Access Roads 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 upon full
execution of signatures, and ending November 7, 2028, with further terms and conditions being
as stated in said intergovernmental agreement, and
WHEREAS, after review, the Board deems it advisable to approve said intergovernmental
agreement, a copy of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Intergovernmental Agreement for Snow Removal on Defense Access
Roads 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 intergovernmental agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 6th day of February, A.D., 2019.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: ddeuds) `4'40;vi
Weld County Clerk to the Board
EXCUSED
Barbara Kirkmeyer, Chair
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Mike Freeman, Pro-Tem
Deputy XCU , ED
APP: - ED A
Coun rAttorney
Date of signature: 2-12.- IR
Steve Moreno
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2019-0588
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BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW/ WORK SESSION REQUEST
RE: Defense Access Roads and Extraordinary Removal contracts
DEPARTMENT: Public Works DATE: January 21.2 19
PERSON REQUESTING: Curtis Hall
Brief description of the problem/issue:
We have had ongoing contracts with CDOT, FHWA, and USAF for normal snow removal and extraordinary
snow removal on the defense road system within Weld County since 2008. We invoice the state annually for
normal snow removal to be done throughout the years for thamount identified in the contract. For 2019 the
base amount is $35,265 and will increase by simple interest rate of 3.5% per year through 2023. The total for
this 5 -year period is $189,107. We also have the ability to invoice the state above the base normal snow
removal amount when called by specific USAF personnel for the actual costs to do extraordinary snow removal.
These contracts have been forwarded to the county attorney for review.
Attached contracts for review and signature.
What options exist for the Board? (Include consequences, impacts, costs, etc. of options)
Option A- Sign contracts.
Option B- Do not sign contracts.
Recommendation:
Option A- Sign contracts.
Recommendation
Sean Conway
Mike Freeman, Pro-Tem
Scott James
Barbara Kirkmeyer, Chair
Steve Moreno
M:FORMSIWorkSeasion pa ssaround2016 doc
Schedule
Work Session
Other/Comments:
2019-0588
OLA #: 331001878
Routing #: 19-HA4-XC-00030
STATE OF COLORADO INTERGOVERNMENTAL AGREEMENT
Si
State Agency
Department of Transportation
Agreement Routing Number
19-HA4-XC-00030
Local Agency
WELD COUNTY GOVERNMENT
Agreement Effective Date
The later of the effective date or
November 08, 2018
Agreement Description
Defense Access Roads
Agreement pi lion Date
November , 20288)
\
Project #
C030-076
(22896)
Region #
4
Contract Writer
DZ
Agreement Maximum Amount
$189,107.21
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
11\(�
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STATE OF COLORADO
John W. Hickenlooper, Governor
Department of Transportation
el P. Lewis, Executive Director
Signature
Mike Freeman, Fro-Tem, Board of
Weld County Commissioners
Joshua Laipply ., Chief E i r
Date: Z., 17.4 Zell
By: (Print Name and Title)
Date: FEB 0 0 2019
2nd State or Local Agency Signature if Needed
LEGAL REVIEW
Cynthia H. Coffman, Attorney General
/V/4 -
Signature
g
Assistantrney General
By: (Print Name and Title)
Date:
By: (Print Name and Title)
Date:
In accordance with §24-30-202 C.R.S., this Agreement
Controller or an authorized
STATE CONTROLLER
Robe
By:
is not valid until signed and dated below by the State
delegate.
MBA, JD
e : rt ' ent of Transportation
Effective a ate: /, f i q
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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 23
22. FEDERAL REQUIREMENTS .........„,24
23. DISADVANTAGED BUSINESS ENTERPRISE (DBE) 24
24. DISPUTES 25
EXHIBIT A, STATEMENT OF WORK
EXHIBIT B, SAMPLE OPTION LETTER
EXHIBIT C, FUNDING PROVISIONS
EXHIBIT D, LOCAL AGENCY RESOLUTION
EXHIBIT E, LOCAL AGENCY AGREEMENT ADMINISTRATION CHECKLIST
EXHIBIT F, CERTIFICATION FOR FEDERAL -AID AGREEMENTS
EXHIBIT G, DISADVANTAGED BUSINESS ENTERPRISE
EXHIBIT H, LOCAL AGENCY PROCEDURES FOR CONSULTANT SERVICES
EXHIBIT I, FEDERAL -AID AGREEMENT PROVISIONS FOR CONSTRUCTION AGREEMENTS
EXHIBIT J, ADDITIONAL FEDERAL REQUIREMENTS
EXHIBIT K, FFATA SUPPLEMENTAL FEDERAL PROVISIONS
EXHIBIT L, SAMPLE SUBRECIPIENT MONITORING AND RISK ASSESSMENT FORM
EXHIBIT M, OMB UNIFORM GUIDANCE FOR FEDERAL AWARDS
1. PARTIES
This Agreement is entered into by and between Local Agency named on the Signature and Cover Page for this
Agreement ("Local Agency"), and the STATE OF COLORADO acting by and through the State agency named
on the Signature and Cover Page for this Agreement (the "State" or "CDOT"). Local Agency and the State
agree to the terms and conditions in this Agreement.
2. TERM AND EFFECTIVE DATE
A. Effective Date
This Agreement shall not be valid or enforceable until the Effective Date, and Agreement Funds shall
be expended within the dates shown in Exhibit C for each respective phase ("Phase Performance
Period(s)"). The State shall not be bound by any provision of this Agreement before the Effective Date,
and shall have no obligation to pay Local Agency for any Work performed or expense incurred before
1) the Effective Date of this original Agreement; 2) before the encumbering document for the respective
phase and the official Notice to Proceed for the respective phase; or 3) after the Final Phase Performance
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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 I, 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-l-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.
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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.
"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.
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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
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guidance in Circular A-50 on Single Audit Act follow-up.
GO. "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
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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.
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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.
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.
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).
(c)
(e)
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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
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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 FH WA or the State to disallow costs and recover funds on the basis of a later audit or other
review. Any cost disallowance recovery is to be made within the Record Retention Period (as
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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.
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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
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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(6), - 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:
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 levet 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
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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
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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.
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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 Cul, and claims based on alleged violations of privacy rights through improper use
or disclosure of protected information with minimum limits as follows:
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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
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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
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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
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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
For the Local Agency
WELD COUNTY GOVERNMENT
Curtis Hall, Project Manager
PO BOX 758
GREELEY, CO 80632
970-304-6495
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.
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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, e[ 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
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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.
L 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 seg. 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
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Agency. Local Agency shall be solely responsible for any exemptions from the collection ofexcise, 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
These Special Provisions apply to all contracts except where noted in italics.
A. CONTROLLER'S APPROVAL. §24-30-202(1), C.R.S.
This Agreement shall not be valid until it has been approved by the Colorado State Controller 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.
No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied,
of any of the immunities, rights, benefits, protections, or other provisions, of the Colorado Governmental
Immunity Act, §24-10-101 et seq. C.R.S., or the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and
28 U.S.C. 1346(b).
D. INDEPENDENT CONTRACTOR
Local Agency shall perform its duties hereunder as an independent contractor and not as an employee.
Neither Local Agency nor any agent or employee of Local Agency shall be deemed to be an agent or
employee of the State. Local Agency 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 Local Agency or any of its agents or employees. Unemployment insurance
benefits will be available to Local Agency and its employees and agents only if such coverage is made
available by Local Agency or a third party. Local Agency shall pay when due all applicable employment
taxes and income taxes and local head taxes incurred pursuant to this Agreement. Local Agency shall
not have authorization, express or implied, to bind the State to any agreement, liability or understanding,
except as expressly set forth herein. Local Agency shall (i) provide and keep in force workers'
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compensation and unemployment compensation insurance in the amounts required by law, (ii) 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.
Local Agency shall strictly comply with all applicable federal and State laws, rules, and regulations in
effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair
employment practices.
F. CHOICE OF LAW.
Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation,
execution, and enforcement of this Agreement. Any provision included or incorporated herein by
reference which conflicts with said laws, rules, and regulations shall be null and void. Any provision
incorporated herein by reference which purports to negate this or any other Special Provision in whole
or in part shall not be valid or enforceable or available in any action at law, whether by way of complaint,
defense, or otherwise. Any provision rendered null and void by the operation of this provision shall not
invalidate the remainder of this Agreement, to the extent capable of execution.
G. BINDING ARBITRATION PROHIBITED.
The State of Colorado does not agree to binding arbitration by any extra judicial body or person. Any
provision to the contrary in this Agreement or incorporated herein by reference shall be null and void.
H. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00.
State or other public funds payable under this Agreement shall not be used for the acquisition, operation,
or maintenance of computer software in violation of federal copyright laws or applicable licensing
restrictions. Local Agency hereby certifies and warrants that, during the term of this Agreement and any
extensions, Local Agency has and shall maintain in place appropriate systems and controls to prevent
such improper use of public funds. If the State determines that Local Agency is in violation of this
provision, the State may exercise any remedy available at law or in equity or under this Agreement,
including, without limitation, immediate termination of this Agreement and any remedy consistent with
federal copyright laws or applicable licensing restrictions.
EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-I8-201 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 Agreement. Local Agency has no interest
and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the
performance of Local Agency's services and Local Agency shall not employ any person having such
known interests.
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.
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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.
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28. EXHIBIT A - SCOPE OF WORK
1. GENERAL:
As used herein, unless the contract indicates otherwise:
A. "Defense Access Roads" (DAR) are County -owned roads located in Weld County,
Colorado that service missile sites.
B. "Extraordinary Snow Removal" (ESR) is snow removal over and above that ordinarily
performed by the County or CDOT for the class of roads involved. ESR allows for snow
removal at facility driveway entrances and defense access roads leading up to the first
security gate of the facility.
Snow removal on State Highways is the sole responsibility of CDOT and snow removal on
County roads is normally the responsibility of local county agencies and under normal
circumstances the USAF has the flexibility to reschedule its activities allowing these
agencies to provide snow removal service according to their regular schedules and
priorities. In some instances, the USAF may need a road open prior to the County's
scheduled snow removal and in other instances the County may not normally plow roads
where sites are located if other means of access is available to local inhabitants.
Therefore, the ESR program was established.
The ESR program is essential to National Defense Readiness by providing site access
during equipment and personnel emergencies. The ESR program only applies for roads
not in the State highway system. During extreme weather, the USAF personnel will
evaluate options available including rescheduling and using special vehicles prior to
requesting ESR.
C. "Extraordinary Maintenance" (EM) is repair work that is over and above the normal
maintenance required to accommodate County traffic when determined necessary and
requested by the USAF or FHWA on behalf of the USAF. EM will only be utilized on:
(i) Primary Transporter / Erector routes when a Priority 11 or 22 exist; and
(ii) Only when an alternate route to the missile Site (MS) is unavailable.
An authorized agent of the USAF, or the FHWA on behalf of the USAF, will notify the County
to repair the identified DAR defects. As dictated by existing roadway conditions, County
priorities, manpower, availability of resources, statutory limitations, and the priority of the
1 USAF Priority 1: a) Maintenance required to repair equipment essential for safe operation of the
weapon system; b) Maintenance after an incident or malfunction to prevent further damage to the
weapon system, avoid injury to personnel, or render the weapon system safe; c) To enable
security forces to clear and re -secure / guard LFs displaying both outer and inner zone alarms
that will not reset. 05
2 Priority 2: a) Maintenance required to place LFs or MAFs on alert or return to alert; b)Maintenance required to
retain or return communication system off -alert or impaired sorties to alert or unimpaired status; c) Maintenance
required to retain or return sorties to EWO status. Reference: Space Command Regulations 1-23-10
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Air Force Emergency, the County will complete the EM work as rapidly as practicable or
notify the USAF otherwise.
The repairs will be made to the extent needed to permit USAF vehicle access to the MS, as
determined in Priority 1 or 2. EM repairs may include, but are not limited to, damaged
surfaces, soft spots, culvert or bridge shoring, radius enhancements, etc. EM is not
intended, nor will it be used for, major repair construction.
D. "Force Account" means the direct performance of county highway construction work by
the County by use of labor, equipment, materials, and supplies furnished by them and
used under their direct control. Force account can include work contracted by the
County with private parties as agreed in the SOW. The County shall comply with Title VI
of the Civil Rights Act of 1964, as amended by 49 CFR 21.
E. Annual Reimbursement for Setup Fixed Costs - Setup Fixed Costs are costs the
County incurs for equipment setup and mobilization and routine snow removal from
County roads and missile site access roads. This is independent of activities reimbursed
under the provisions set forth in paragraph "2D" below.
2. TERMS OF AGREEMENT
A. When EM/ESR on a DAR is necessary, an authorized agent of the USAF will formally
request the service usually during normal working hours. However, weekend, evening,
and late night requests may sometimes be necessary.
For such situations, the County will provide a central dispatch number and / or point of
contact for after-hours calls. Should an after-hours call be received, the County may
elect to perform the requested EM/ESR during non -duty hours. The overtime expense
for non -duty hours incurred by the County shall be acknowledged by the USAF as
necessary to the performance of the immediate need for the success of the mission.
The USAF will furnish a list of authorized agents annually to the County. The USAF will
notify the County of any changes to the list of authorized agents. The County will also
be supplied with telephone numbers for the Air Force Base Administration and the
representative FHWA. See attachment "A."
B. The County will respond to all ESR requests by scheduling snow removal operations
within twenty-four hours, with the intent of performing the snow removal within 24 hours
after notification. Recognition by the parties to this agreement, limitations due to
weather conditions, County priorities, manpower, equipment availability, resources, and
priority level of the Air Force Emergency, the County will respond in a timely manner and
clear the designated defense access roads (or notify the USAF otherwise.) As soon as
possible after the DAR has been cleared, the County will notify the USAF snow desk by
telephone at 307-773-2049 or 307-773-3948.
C. A request for EM services issued by the authorized agent of the USAF shall include a
"scope of work" (SOW), a written description of the repair to be accomplished and a
dollar limit "not to exceed". Both parties acknowledging the level of effort necessary to
fulfill the request prior to mobilization shall pen initials on the SOW. The parties can
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readily make amendments to the SOW upon agreement. The County will record all
necessary information and track services performed to accomplish the SOW as a 'force
account' effort. The term force account shall mean the direct performance of county
highway construction work by the County by use of labor, equipment, materials, and
supplies furnished by them and used under their direct control. Force account can
include work contracted by the County with private parties as agreed in the SOW. The
County shall comply with Title VI of the Civil Rights Act of 1964, as amended by 49 CFR
21.
D. In the event of an emergency requiring a missile movement and it becomes necessary to
initiate the movement before the County or CDOT can respond to the Air Force's
request for snow removal, by virtue of this agreement, the Air Force shall be authorized
to provide its own equipment and manpower to plow defense access roads and provide
sander escort as needed for the success of the mission. Air Force shall notify the
County or CDOT in advance that they will be plowing a county road or state highway so
that it is known that there is a convoy on the road in a storm. Closed roads are of
particular concern and prior contact is mandatory to ascertain if road is passable.
E. For ESR and EM done by the County at the request of the USAF or FHWA on behalf of
the USAF, the County will be reimbursed for the force account bill and associated
documentation. Documentation shall include justification of rates, all costs including, but
not limited to, labor (including equipment operator), supervision, equipment, material and
delivery, labor additives, overhead, depreciation, fuel, subcontracts, rentals, operation &
maintenance, and insurance.
For verification of completed work, the County shall submit a copy of the EM SOW, any
amendments, force account bill, and supporting documentation to:
(i) FHWA; and
(ii) Mr. Thomas Niichel , USAF Missile Engineering Flight, 300 Missile Drive,
Suite 800, Building 240, F.E. Warren Air Force Base, Wyoming, 82005.
Within 20 working days, CDOT and FHWA will review and determine if the billing
documentation is acceptable for further payment processing or CDOT will notify the
County in writing of the deficiencies necessary to complete the bill and resubmit for
acceptance.
F. ANNUAL REIMBURSEMENT FOR SETUP FIXED COSTS. This agreement recognizes
fixed costs incurred by the County for equipment setup and mobilization independent of
activities reimbursed under the provisions set forth in paragraph "2D". The County may
request reimbursement for the amount identified in the provision below. The agreed
amount below was negotiated based on historical data. The base year is established for
Federal FY 2014 and the respective historical payment amount.
FY 2019 Basis - Weld County $35,265 (based on previous agreement 2014)
For the term of this agreement, the County will be reimbursed at the rate of the base year
amount increased by simple interest rate at 3.50% per year. The table below shall be
the amount reimbursed upon receipt of the proper billing documentation.
Page 3 of 5
Weld
County
$35,265
FY 2019
FY 2020
$36,499
FY 2021
$37,777
FY 2022
$39,099
FY 2023
$40,467
G.
COMPLIANCE WITH ANTI -DEFICIENCY ACT. Any requirement for the payment or
obligation of funds by the FHWA pursuant to this Agreement shall be subject to the
availability of appropriated funds and the inclusion of such funds into the Department of
the Air Force's annual "program work plan". No provision herein shall be interpreted to
require any obligation or payment of funds in violation of the Anti -Deficiency Act 31
U.S.C. § 1341. In cases where payment or obligation of funds would constitute a
violation of the Anti -Deficiency Act, the dates established requiring the payment or
obligation of such funds by the FHWA shall be appropriately adjusted. It is the
expectation of the parties to this Agreement that all obligations of the FHWA arising
under this Agreement will be fully funded. The FHWA agrees to seek sufficient funding
through the United States Department of Defense budgetary process to fulfill its
obligation under this Agreement.
H. OUTSIDE EQUIPMENT RENTAL. When considered necessary, the County may rent
equipment from outside parties to perform the work provided for herein, with advance
approval from FHWA. The County will be reimbursed on the basis of their actual cost for
the operation and rental of this equipment. Including expenses incurred in obtaining the
equipment and stand-by charges. To be reimbursed, the County will need to submit
detailed records of the rental agreements, billings, man-hours, and expenses in
obtaining and utilizing the equipment. The County will be reimbursed on the basis of
their actual cost for the operation and rental of this equipment including expenses
incurred in obtaining the equipment and stand-by charges. The County shall not enter
into any contracts for any work contemplated under this agreement without prior written
authorization of the FHWA.
I. Detailed records of the costs associated with ESR and EM claims shall be retained on file
by the County for a minimum of three years after the date of final payment for each
contract period. The records shall be made available for review or audit by the CDOT or
FHWA upon request. The records shall include the name and number of hours worked
for each worker and whether it was straight time or overtime and the quantity and cost of
all materials used, including the basis of cost of the materials.
3. EFFECTIVE DATE AND TERMINATION: This Agreement shall run from January 1,
2018, through December 31, 2023. This Agreement maybe extended annually for up
to three additional years by written mutual agreement. This agreement is subject to the
right of either party, at its option, may terminate this Agreement at any anniversary date.
If a party decides to terminate the Agreement, they shall notify the other party at least 90
Page 4 of 5
days prior to the anniversary date. Furthermore, at the request of any party, this
Agreement shall be renegotiated.
This Agreement represents the entire and integrated Agreement between the parties and
supersedes all prior negotiations, representations, and agreements whether written or
oral.
The parties hereto release the other parties and their officers, agents, and employees from
any cause or action arising out of the negligent performance by other parties.
Page 5 of 5
EXHIBIT B, SAMPLE OPTION LETTER
State Agency
Department of Transportation
Option Letter Number
ZOPTLETNUM
Local Agency
ZVENDORNAME
Agreement Routing Number
ZSMARTNO
Agreement Maximum Amount
Initial term
State Fiscal Year ZFYY_1
Extension terms
State Fiscal Year ZFYY_2
State Fiscal Year ZFYY_3
State Fiscal Year ZFYY_4
State Fiscal Year ZFYY_5
Total for all state fiscal years
$ ZFYA_1
$ ZFYA_2
$ ZFYA_3
$ ZFYA_4
$ ZFYA_5
$
ZPERSVC_MAX
_ AMOUNT
Agreement Effective Date
The later of the effective date or ZSTARTDATEX
Current Agreement Expiration Date
ZTERMDATEX
1. OPTIONS:
A. Option to extend for an Extension Term
B. Option to unilaterally authorize the Local Agency to begin a phase which may include Design, Construction,
Environmental, Utilities, ROW incidentals or Miscellaneous ONLY (does not apply to Acquisition/Relocation
or Railroads) and to update encumbrance amounts(a new Exhibit C must be attached with the option letter and
shall be labeled C-1, future changes for this option shall be labeled as follows: C-2, C-3, C-4, etc.).
C. Option to unilaterally transfer funds from one phase to another phase (a new Exhibit C must be attached with
the option letter and shall be labeled C-1, future changes for this option shall be labeled as follows: C-2, C-3,
C-4, etc.).
D. Option to unilaterally do both A and B (a new Exhibit C must be attached with the option letter and shall be
labeled C-1, future changes for this option shall be labeled as follows: C-2, C-3, C-4, etc.).
E. Option to update a Phase Performance Period and/or Modify OMB Uniform Guidance Information.
2. REQUIRED PROVISIONS:
Option A
In accordance with Section 2, C of the Original Agreement referenced above, the State hereby exercises its option for an
additional term, beginning on (insert date) and ending on the current contract expiration date shown above, under the same
funding provisions stated in the Original Contract Exhibit C, as amended.
Option B
In accordance with Section 7, E of the Original Agreement referenced above, the State hereby excerises its option to
authorize the Local Agency to begin a phase that will include (describe which phase will be added and include all that
apply — Design, Construction, Environmental, Utilities, ROW incidentals or Miscellaneous) and to encumber previously
budgeted funds for the phase based upon changes in funding availability and authorization. The encumbrance for (Design,
Construction, Environmental, Utilities, ROW incidentals or Miscellaneous)is (insert dollars here). A new Exhibit C-1 is
made part of the original Agreement and replaces Exhibit C. (The following is a NOTE only, please delete when using this
option. Future changes for this option for Exhibit C shall be labled as follows: C-2, C-3, C-4, etc.).
Option C
In accordance with Section 7, E of the Original Agreement referenced above, the State hereby excerises its option to
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:
John W. Hickenlooper, Governor
By: Date:
Executive Director, Colorado Department ofTransportation
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
C030 -076 (22896)
The Local Agency has estimated the total cost the Work to be $189,107.21, which is to be funded as follows:
1. BUDGETED FUNDS
a. Federal Funds $189,107.21
(100.00% of Participating Costs)
b. Local Agency Matching Funds $0.00
(0.00% of Participating Costs)
TOTAL BUDGETED FUNDS
$189,107.21
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: $189,107.21
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 $189,107.21
b. Less Estimated Federal Share of CDOT-Incurred Costs $0.00
TOTAL ESTIMATED PAYMENT TO LOCAL AGENCY
$189,107.21
4. FOR CDOT ENCUMBRANCE PURPOSES
a. Total Encumbrance Amount $189,107.21
b. Less ROW Acquisition 3111 and/or ROW Relocation 3109 $0.00
Net to be encumbered as follows:
$189,107.21
Note: No funds are currently available. Additional funds will become available after execution of an Option
letter (Exhibit B) or formal Amendment.
WBS Element 22896.10.50
Performance Peri�d STBrtD nd Date
Design
3404
$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 100.00% federal -aid funds to 0.00% Local
Agency funds, it being understood that such ratio applies only to the $189,107.21 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 $189,107.21, and additional federal funds are made
available for the Work, the Local Agency shall pay 0.00% 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 $189,107.21, 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 $189,107.21 (for CDOT accounting
purposes, the federal funds of $189,107.21 and the Local Agency matching funds of $0.00 will be encumbered for a
total encumbrance of $189,107.21), 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
INTENTIONALLY OMITTED
Exhibit E -- Page 1 of 1
EXHIBIT F, CERTIFICATION FOR FEDERAL -AID CONTRACTS
The Local Agency certifies, by signing this Agreement, to the best of its knowledge and belief, that:
No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person
for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress,
an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of
any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal,
amendment, or modification of any Federal contract, Agreement, loan, or cooperative agreement.
If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or
attempting to influence an officer of Congress, or an employee of a Member of Congress in connection with this
Federal contract, Agreement, loan, or cooperative agreement, the undersigned shall complete and submit
Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions.
This certification is a material representation of fact upon which reliance was placed when this transaction was
made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction
imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be
subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
The prospective participant also agree by submitting his or her bid or proposal that he or she shall require that
the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all
such sub -recipients shall certify and disclose accordingly.
Exhibit F - Page 1 of 1
EXHIBIT G, 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 Obliaation.
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 Proaram.
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:
Business Programs Office
Colorado Department of Transportation
4201 East Arkansas Avenue, Room 287
Denver, Colorado 80222-3400
Phone: (303) 757-9234
REVISED 1/22/98 REQUIRED BY 49 CFR PART 26
Exhibit G - Page I of I
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 $50,000. Federal reimbursements for costs are limited
to those costs allowable under the cost principles of 48 CFR 31. Fixed fees (profit) are determined
with consideration given to size, complexity, duration, and degree of risk involved in the work.
Profit is in the range of six to 15 percent of the total direct and indirect costs.
7. A qualified local agency employee shall be responsible and in charge of the Work to ensure that
the work being pursued is complete, accurate, and consistent with the terms, conditions, and
specifications of the contract. At the end of Work, the local agency prepares a performance
evaluation (a CDOT form is available) on the consultant.
CRS §§24-30-1401 THROUGH 24-30-1408, 23 CFR PART 172, AND P.D. 400.1, PROVIDE
ADDITIONAL DETAILS FOR COMPLYING WITH THE PRECEEDING EIGHT (8) STEPS.
Exhibit H - Page 2 of 2
EXHIBIT I, FEDERAL -AID CONTRACT PROVISIONS FOR
CONSTRUCTION CONTRACTS
PARA-1273 -- Revised May 1.2012
FEt1 1 TIGN Vic=C1$
I. General
II. Nomdiscriminabon
III. Facilities
y ad<rn and Related Act Ppawisinns
V_ Contact Work Hours and Safety Standards Act
Provisions
V SS*ty A0 Contract
111t1�1 Fakir Statemneni H yProjects
1!f IMplime. onof£N�Air tat and F e►alWater
Pollution Control Act
X- GorrIPX44co etch Governmentwida 3rrapemeicn and
t7ebal1ltegttRe . s
Xl Cendication Regarding tfCtniract Fot cfor
Lobbying
ATTACHMENTS
A. r++entandfdaterials PreferetteeforrAPpalachOll,
OllAtflafflioVetstrolt or App>isehiaotEaoillikens
Road Contracts' fix:hided in Appalachian contracts ostyy
1. GENERAL
1 For RANA-1278must bephysically incorporated in each
construction contract funded under Title 23 (excluding
emergency contracts solely fordebris removailit. The
r(ar �)�tlpa formgr each
sub ' act and hider require its #►citsion in a1 loner tier
subcontracts (agt01ud ng purchase se orders. reglad,green ruts
a cidogierapneenxwlslot su ppl es orserer
The applicable ntrawrements of Fenn FNWA-1273 are
e ad by teheSnee fortoo* done under any perehasa
order. tweak agreement or agreement for other seniiceS. The
prime contractor steal be responsible for compliance by any
subcontractor towertier subcontractor or senate provider
COW_ FHAWk-t273neat be nclird.dr'n aNFederal-ad design -
b dtd"oonaadts. nal subpantricts andlflowiprtier
� subcontral ndrn ssbconbactstor design s$ttrices.
purchltie orders. this ahrl Ohio nortesnontSfei
supplies orse b as1. tk� r shall be roteliorsTlle lrf compeenoir by see lonvortiortuthoortiramot
or Service *oder.
Contracting agencies may Form FHWA-1273 in bid
iqr f atalt g itri errs. Itewr a. Mhee
rat FHIMA�+hlt�yi IMIr ph�rificaf�t >ederpetdelld trtot
refierntceth on all centrists, sohconsacks and btereraier
stibobntracts (excludingy purchase orders. rental agreements
and other el ee a eels for sins or services r elatelto a
construction contract).
2 &abMin to the cdeema noted Mlhe Wowing
sec se doic�Yo+riszoes Shall appal to &work
performed on the contract by be contractor's oars organ aabon
and with the ass :tame of workers Water*. contractor's
immediate superintendence and to all Work performed on the
contract by piecework, station work, or by subcontract
3. A breach of any of the stiprdi6ons contained in these
Required Contact Provisions may be sufficient grounds for
sdthhdding , trl io 4 uls1
rrhpn, termination ofithe omitted, d, sgkpsrtston d.baiment
or any other action determined to be appropriate by the
oonead>;if41"iQenor ahidFIRM
4. Selection of Labor. Our ngthe of this contract,
the oeretrac slag not use Oohed f rbo` for ar eY 040.5o
within the limits of a construction project on a Federal -aid
We** unless it*lopes pertained hy corneas Who ae *p
parole, supervised release. or probation. The dens Federal -aid
aiigl�IMaydoesnotRpludoraadwaysii b'ntassdladpe
Waal roads or rural minor collectors.
NONDISCRIMINATION
The provisionss of thns sachems dedto23 CIIR Part 230 are
� rbletoneFederseniAl'� gild bel
�r� csnsritialiott�cif 310J000 °vino a The
proeistans of 23 SFR"'lrcry. , as � t rac'4ts. InInalid4 62 1 '8• , Abe
11246.1 .
Reh 'Adlc'1313, as imeniestf212 USC POI► Tile l71
tithe Cimia Rights focal piss as amended. end related
aegulad!ons edudinpd9 CFR Pads 2A. 20 and aT: arid 23CFR
Pats 230 2 loaf 1633.
The ognaactor" at,i cpnlractasmust isomphr mitt: the
requirement" ofghe a 10&RAct 1.4 Nbr iocaat
the Standard roklualigtrrelii a `ARC
Consbly on Ceeiraot �� 41
Note: TheV$. Ogiarpaefrof kaltorfps exclusive "Morey to
sun El Sautlee Order 1 t and the
R 1;q�' 1t Of 4. 29
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apenoyar Ah►ave
Att the toatrime" with
amended (2A INC IDA,. and The VII ellhe Gee Oh Act of
AS CFR
Parts 21.26 and 27. and 23arts 200.2* serf 03$.
The provision hs ariopte4 firs 23 CFR 230, Appendix
A, Oh tensions to Caddmiothe U.S.
�eparsl t abar OS ROL) and MU requirements.
1. EgUal OPp try Equal �1p�l ^r
eopprodagnpetneemrents posam ldyas se birth
q�r�ad Kooke
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dero ICFR'° ,.vie (2SCFR 30.
•CFR 168o 20 1627, 4t CFR de and 40 CFR 271
and orders of the Secrataill of Labors ntodd ed by the
intrusions prescribed hesere, and unposed ptasua.n to 23
1) ion 140shallfor
t eodia ti.e natent
der
actionstandards the s activities under
ap64. as amended! and
Exhibit l - Page 1 of 12
finis ctttlaatct. The 'ideate* of **Americans with DhsabNies
Act of 1890 (42 U.S.C. 12101 et seq.) set forth under 28 CFR
35 and 29 CFR 1830 are by reference in this
contact. khde exeaMbon of this act.dive corira ctor
agrees to comply with the following mihinum specific
requirement activities of EEO:
a. The contractor will work with the contracting agency and
the Federal Government to ensure that it has made etrery
pond falat effect to provide equal otpmfalley mat reepet#to
of its leans and condikions of employment and in their M lee
of activities under the contact.
It. Thele =ad accept asitsoperating polo the
to policy o tlds Canpawy to assureatere tjthtl�4
doped. that r s$loyees antetd
or.
OP «f�gr �actioi shall sex. e:
t t.qWdemotion. at transfer. meditate tale or
aAdverdsen Leleff lareanitionc ratesdfpay or
other foment benrpe. walion:aid fsrtrain ,
*dem espnendces11ip. pte-aceship. and/or oowee-
ri training '
A. EEOGI*Dina: The oorsrac or+wtldesijnate and mat
lathe eft EEO OW, vino otitbane
fespormilality for and remit be thble of
winermstothegaea4lthoinotlinga'acbyeEEOpre4prim arid NAP
matte unwed adewaate a ilhafty and nespanseply TO do
so.
3. OvionofP
stalrwga fib authonded
drtaallarge rplgptdtlaes. or
areatthltorIaAliy foo000l
oeuerent of, and en
and contractual respons i
and olassikalion to lit eg
tmFstH"rtrrm: "' be d
Al members of dte�ce sctoI e
sir mvise amore, a It
ire s'
ies oprcvide E in each
To ensure Oa he abode
ae6oesswE betaken as a
a Periodic of supelrieoty, and personnel +oWsc t
ernploywevolibi hehetrineetalTorteleandltte
not texp ~than once e every sic morales time the
coneraolol's EEC) poky and its w �be
reuielyerf and explained. The meetings ell bebirhdti led by
therEE0 Officer
b. At new superrrsoryor personnel office employees wiltse
given a thoraugh in byt M�eO dtdter; covering
all utudiraspects°fit*6e*aedp(SEE b veliie
citing days folawap''Met reponsltl'or duty r.
c. All personnel tithe ate in divot reontattent for
Mpe protect will be instriteed y t.EEO OfFeer in the
contraaooestaldiedweE for locating and Men minoritiesend
w met.
d tfohtes and posters sett ep fordo d11! dantrad ors
poky wit be laced in altar readilyaus ess a yeas.
applicants for employment and podintial
a The cantritotoesEEOpolicyandtheproceduresa
such policy wiN be brought torch* attention t#
employees by means of meetings. a{flOyer hondbooks. or
other alpptcpnete means.
8 Reorid i entt 1Mhknt arkettisitthfcrefithl etas. the
contract:twi include in at advertisements for employees the gala Ofitiottegy mil Is placed* having alarm*
andwiorsMtm area from
which teprojeotwalk throe
a. The contractor will, unless precluded by a vale
bargaining agreement, ct systematic and direct
reicateuent andante' employee referral
sources likely to Yield qualified minorities and warren. To
the collimator vat idertt ,seurcesd
wmplopees and establish witbau*
identified sources tr0iasdiltes whereby minority and *omen
applicants may bentlenldtoMeconeaobrtare p'oyllant
consideraton_
Ilia event** conhader has a valid parowfu
branp *itcluaive Write hat reftuvals. the
toobservel proeisra Deal
/Deane* len a extandtlhat the Kneels the contractor's
itonpiianeewithEOaonditadt s.illhoro
the effect
apaiat lanonnes oilmen, or obli atesth e
nvac orto do the same, such fn atieh violates
iloalfactimaacniproviskes.
Mar wilt enociyrape its present to
and women Ste eppko for tuft.
wifl be&atssed viith halt ye s• h
Wiforneal Ant oneo lhfages, coodeions, and
eneployea� t+!IFthshbe and
a� ithrmastwed. and
tfttne lie Mpl idiapAN?AY. st"1 be
sea, national
raxialeoraillann. The
felwelpproceetnes shall be
a The con ipt: lial ealdc lea c ina eo)tians of
tiillestkt mstltel and employee facilities
¬ initiatedory ofpra ttsitee
poisoned.
b. Theeminent* wdl pniodicaljW dwe spread of
wain paid rdedn cacti classipatioq *determine any
Moddenee of tsaiminatoiy wage ppsihxs.
c. Thenonferter wit periodically review selected,persorn et
actions Ni , JAdAttnine w htpuer d*te is avid!** of
lt% ere evidence isifound, die cameractoe al
pro owe:0 be Watson. If the Dame egbates thatte
fiayexteadltetsa+p actoris►Ridewed,swift
core**tip include al dpemons.
d. The'imwrVadti► wU pro mpdy mvatpipate at. campf pines of
apeyedalsttineitationnwde to the contractor in cogneotialt
with his eta halts ender this contact. will attempt Ip resolve
such complaints. a vt wil'*be appnoptinte torredtwe action
within a reasonable tries. E the ifealtgaten ui c cafes that lIve
may affect person than the nil.
e sthet include such ollrmce S.
completion cif investigation. the co idea�� Orrery complainant sileN bf then avenues of appeal
8. Nihau and Promotion:
a The coreacter we assist et locates. qualifying, and
moreastrig.tif Skin of iryrttoiitiet and warren who ate
Exhibit I - Page 2 of 12
fagempl eri occurrent s. Such efforts
bse armed at ping f tdf jbumeyr leases status
employees in the type of trade or jobdetssiideaton involved.
b. Consistent with the ooldracter's Mork face reguiremeds
and es peretirsesble underfedytd aid St* liPlfilObitk the
Abel Mike fig dPaining ts• t e ,
and
area al
programs for Uhe
not. In the eyed a
wider indicated
ibn. The adltNiaotr►g agency mayueserve
positions forperesps who mat* swtfars assistance
in accordance with 23 V.S.C. 140(3).
a Theroontractor wig an vise employees and applca nsfa
goreilipsventerosni Ire training programs and entrkice
d The cordrareor mill genetically Mille the aril*
prombOon Peterniel Of es who are tniriotitless
wohttett and will ea ' a employees tb apt* far
such training and peroration.
T. iitiitons: lithe contractor reties In Wachter ispan*eppn
unbrts,as a source at employees. Mlle cornmetor eh use good
faNb afortsto rbtan^the cooperation ofsutih tiontitisto
increase s►tes for minorities and women. Actions by
**contractor. directly ortbrwagh a cones otfee
association acting as agent, will include the procedures set
forth below:
a. The coreractar wilt, use good faith allot% to develop, 9h,
cooperation with the unions, joint training programs aimed
eeurand, more telltntilete and *Mee rot' littnellfdift
in OW uniwts and i ncreating the ,itk bftnMto es *maw
so 11th theyrmay qualify forhigi lr paying entillowr ant.
b. The coneracsorail use good fa ii h'elboris iso innorparafe as.
EEO clause into each union agreement to the end that such Union wit be cwilinetutilly bound to regard to thee -r ion. sex. na�origin. age or
disability.
c. The contract* is to olitawnacmatkon as to the patella,
greetings ant tig uses On tabor moon exeepribatkithe
"Om such information is within the exclusive possession of
ire prbgr iglu are snot labia Union refuses toConant such
inron tiscwttopea r, thecoterateort lsb the contracting agent:pond shall* fOrth whit *arts pave
been a each interroa4n
d. In the event the union as unable to wed die contractor
wigsareali ti the ofttferrelevithhtntthe Tel *Jetf rth
in m▪ e Millectigebergenang agreement, the aeet adtdh4rll.
enough independentreonidnsent efforts. filltieemployment
trelceteote5 seR�t regard to ems: m
race. ligidt, sex. notional
=age br disanifer making full etrpas to obtain gatldhed
Rualihddit **rides and wenteh. The failure planation
to provide wit dttlefetrafa t thOuugh it is o to
egroolnielexclusive retatrats unt� tvrtas of a
l OPeonniteuethecontractorfromthe
rsgNtnprtents aliens Tsar M 1Me etreiethe anion rental
practice prevents the oti�Executer. Order I �rf riarti' meeting he �c
Porniant1. as aineadled. aid eloese
special pp a ickeis. such contractor shag i isnedtatily notify are
contracting agency
6. Rea ble With Di
Applicants
tingle With Di Hies: contractor Most be fanci sr
with the requrements for and comply the Americans with
l iisabilities Act and all rides and established thineri+rteprowEddeline ee ntr+
aii'emplo anent activities unless to do' so would cause an
undue hardship.
e. tW4ht ii(ert Of aeboiontralbtors.'Ptoalwetent out Mti lerials
of Egdi jle 14t The oarteactor talc not
on** groeadsof race. odor. lqh. sekage or�,
of s wra np lhY proctiwthe
nititt of luillnah dd
leases of equipment. The cogtraedor shall take all necessary
ald reasonable *veto ensure ebndisgimmadon Ili ilrlr
-WADeof this contract.
a. The artractor shall nobly alltelaatiai subcontractors and
rppii is and lessors of their CEO obligations under this
b. The =Wader will use good faith efforts to ensure
subcontractor compliance with their EEO obligations.
le. Assrraeroe Required by .16 CM 26,1344
a. The requirements 0149 CFR Pape and the Stele
1y0T'sgir.5. DOT -approved 08E pcogran areinndpotaeedlby
neference-
the barc ler. .t easriottrtisctrimieateon
l cP utrat6 i the eta
ragidrattents of 49 f'elt;lin Ow weird aid
red OOTassistedlcwtta is Faire the
;these releareeeewas isamann*,ineach
mayyraMutt"
remedyaslicetorersating *Poi
deems appropriate.
11. Records aid Repotlts: Taeconlraotor bitalI&eep took
as necessary to dgdengr►toom a ugh site EEO
Suciyteooldi dal) be taraperioe of
Mredate ofthelt* ! tbb fat
width*We *Attie at
and places* insp on blr
the t ntra lting a r,anp'
a The records kept by the contractor shaft doour*ehttihe
tat The rxdt66ea; and more items of ml*oniy and nom
.minority grog members and women employed in edit work
dassihtlatitm on the Project:
jibe Megrims and.eflplts being made in cooperation
with aprons, WOO, aPpldelttrMe, as ♦oelrease a mployment
cpportuniaesf+ot mina eesand'wolsmen.and
tae The progress aid effects being made in locating. hiring.
lr itittg, t taWital$p. and upgrading TODDIMes and won'wri.
b. That coeltelitors and euh cnitia cllors will submit an armor
C�oottdthe conradnq''agency each for** =Mho of
tre,project, tdre number of: , *hMl4, and
p oyees cerrently Meech w�c
agouti , lied by the contract r attt�viltinnation h
lobe repotted on Form FHWA-1391_ The s data should
rpsesentthe workforce orgboprd�4►�pay panel
tine lard period poricedidathe end d July. 1f on the-ob
rain* is *aired by oil awoken, the contractor
Exhibit I - Page 3 of 12
wdl be required to celled and report training data. The
employment data should reflect the work force on board during
Aar any pert of this last payroll period preceding eke end' of
July.
IL NONSEGREGATED MODES
This provision is ippkoa* to ant Federal -aid construction
contracts and to all related ocnsiructiii s subcontracts rot
510:000 or mare.
The contractor must ensure that facilities provided for
employees are -prodded lend!, a manor that segrogafioet on
the basis of race, color. l r , sex, or national origin cannot
result. The contractor efilrtneither require snob segregated
use by Written or oral pislicies nor tolerates x h use h
employee custom. The cpehtrac re'6 a e> further
Omura its
Woven at 'i rgit employees are
cptklraclpt'icontrof.'W he e
Stebotes are segregated. The tetan°fac'pties' lirdtrifes
Waling moms. work Inas. mstrieiants and other eaiiiig areas.
henetiocks. restooais. washrooms. leebee toorriL an other
stomp ordreseirg areas. parking tots. drinkingformthins,
rectekufonorentmt iwnerS then. Inempodlatibri. and
6plr egloyees. The gpnddaaitiaolr shall provide
s�rt�e udberresthiorns and necessary dressing ora
areas to assure privacy between sexes.
N'. 0011544CON AND RElATED AtT plli*M,ONI
projects rsxibc exceeding b t al� 2.000 and to Ipa et i�otri and
This section is applicable to all Federal -aid can
kWwh'�er tirdr6ociltraalls ard%ss ea The
reheremerth apply � costoothed
ravcrefa t►. e t
11
local mods or rural minor collectors, which are exempt.
Contracting agencies may etedt to apply these eeg ertsto
other projects.
The fiolowing prwltrons arc Saco the m(G. Oepa nenntoif
Labor regulations in 20 CFR 5.5 "Contract provisions and
related madders' with mitar memos lo etieifcen reeve I:tMA-
1273 fomiat and Fl -MA program requirements.
1. Minimum wages
a. All laborers apd mechanics ertrployett croaking upon
the sheaf the work, will leaped unoondkwrally and oaf less
often than oce a week, and without sens
eit►adeert a y ace ooht (nrcreptstatir payhatpermitted bY regulations Secr�
abor
tinder the Con Act(2t5nittt ttrle pa hief.t,e e affrontofwages and bona tale fringe benefits ( cliW t equivalents
thereof) due at Wrh* oe patetthent meMOoed at ewes not less
Illtanetose contained m the wage deternaisat a s elf ere
Secretary of Labor attach is attached hereto add trade epith
hereof, lit actrathindiablifidirth, OWL l Y
be m exist belennr'h the contractor and art4h laborer's
and
CorelleloOSloadeoroos¢ anointed for bona
tide fringe benefits under section `1(b`1( ) of the Davis 13acon
Acton tidariW of laborers or mechanics are poearddred Wages
paid to sear laborers or mechanic;"„ subled.t w prowstaes
of paragraph I .d. of this section; also, regular contr$*itions
made or costs incurred for more than a weekly period (but not
less ellen Man masitetly) under plans, fonds. ar programs
whi li naddrfhefaidnitaf dieeldilLelfirt. am deemed hobo
Ztratiddri*fitared daring such weekly period
letIntern and Mfedtanics shall be paid file approprlaie
wage rate and fringe benefits on the wage determination for
the clas i ea ti nid osludi Withouttegad`to
skis; except as prrotwde Ina laborers or
r ooti s work in mate tltau wort
c ay at ac tale ymoth
olawyfit�feA far, Irma aGlltaly therein : Provided
Thatthemenlaye fs payroll records accurately set forth the
timenineteenthclassification .g in tai luo is dart c
The ietatiofr � any d
and wage rates conformed under paragraph I.b. of this
sectipei)aftdOre D polar (WH—f32l1shall be
posted at' all lines by the contractor and its subcontractors at
the site of the work in a pommment and accessible place where
it can be easily seen by the workers.
b;41 oantradinng officer shai rewire that any dass of
laborers or mechanics, including helpers, which is' not listed in
the thew aaid which is tote under**
bonikddf m nta in cartoon** Wilt 0w wage
dataMinaint e° 'ngWiper shal an
scandal' wagearrteerthrige ber gin
therefore only the tiollerng
reh)lthpworkfobe by
eds notptrfermd'bbpa+ slat wage
determinalieut and
03 The classiinforeastehowl m the area by the
eonslouohon,ctdustps argil
(in) The proposed wage rate, vicluding any bona fide
fringe bens*. bears a reasonable relationship to the
vot)Qetttos contabud: ie the wage deleriidlhaton.
(2) if the c,eMadlor and the laborers and mechanics to be
urn tit pion their
rep and the coritmatimyanforetne on the
silicatron and wage rate (including the amount
tor hinnebenafitithw ��e.,0h�).toikhe
hm age and Dinners Tnnf+ by►nent
ntdi,
�in g on ��Ike Mmilentratw or an aulttetleed
MgN apprese modify, or deappetwe nary
al iclusdlca few actlstarthin 30 days of and
so advise the contracting officer or will notify the co g
officered* ther30.daypediaa that additional tmeis
necessary.
(3) In the event the contractor. the laborers or mechar res
to be employed m the cleetifioation or theirrepostntatiires.
and the careful* hiker do net are on the proposed
classification and wage rate (including the amount
de'ratedforiringebenes where appropriate), the
atttitt sbtllrefer l tenrlasbonst,Incluuting*re
reseed gases and the recomountd boric the
Wlioar. tot re
Wane and Ficik A irnin strarat'fbr
The Wage and Stour ator.ora+
auth�representative. will issue a determination within
30 days otrecp ,thand so advise the contracting officelr or
Exhibit I - Page 4 of 12
achy Ike coneatsirg dhow wain the ltF).day perod that
time is necessary.
P4 The wageraP.Sclu *f 164P Penefis►here
appr3) oflie sedrrgtn shall
3 t srfenv
t b -(3a ofMiis seethe, be **bat
aM p,
mat in the . is contradkrom the bast
day on performed et the classtioaade.
c. Whenever the minimum wage rate prescribed in the
c pttprabt tics a doss o*aaborets dirthectiiiies includes a _hinge
flikbefrei6tratireceiniady+ **ran*
*LION* staled in the wage delennkralon
or shall pay bona Me fringe benefit don howfy cash
equivalent thereat
d. lithe contractor does nett make payments baptists* or
other third person, the contractor may consider as part of the
aalailes of any laborer or mechanic the amount of any ohsts
reasonably attio(pated *providthgbonefethifdinge benefits
wit* a tiblei artpram Provide& **the SenelallYot
loafyeeteptethiestaftheerogractor.
Obitap sof the Donsacan Ant have
been sleet. The theentery of Labia* may requirethe eaelractor
tb set aside in a separate =Malt Misers for t1* meeting of
obligations under the plan orproce.
2. Withholding
The coorwiliolf nem its oat or upon
ate.
Department of Labor. Witold or cause to be withheld from
the contractor under this contract, or any other Forbeal
cciatract with arena rime cadre ed. or *rolled-
useeamed contract subject to Davis -Bacon prevailing wage
Yertuiremeii(I.. which )S held by the s;aMtie pre* ca ataotor_w
much ppff the accrued paymenhs Or advances as may be
oortt tedtsecessahryetopaylabelersatndM eehanknc,
including apprentices. trainees, and helpers, employed by the
coer or any,suboontractor the full amount of wages
by the thettrad. in germane etopay arnr
latower errihwthaafc. ing any ' trainee, et
helper. litnpfayed orwe an the Ideal then*. hpart
of the wags required by the Contract, the contracting agency
may, after written notice to the contractor, take such action as
may be necessary to cause the suspension of any brdher
won't askance, or guarantee ef, hands untisuch odiebons
have ceased_
3. Payrolls and basic records
a. P (a:artdl basic redordi relatiiiig thecae am. be
ma by the contrition de*.**course of the and
Ares iota p rick tit,thriyearsthereafterfor all ens
and nledhaahs waken at the WNW* work. ;tat meccas
Shall contain the name, addresi. Wet Social segttnt else per of
each such worker, his or henoonact classiltcmion, howdy` lilts
of wages pall {mcfodurg-rates oftorwtiibutions°roosts
tied fiorbonatNidefehtle benefttsnor'�
Cfthe #ypeS'beeefitad+wtr 5th
Is
tithe
Davis -Bacon Act), defy and Weekly trf ggrbeV,
deductions made and actual wages padd vh srdie
SeoretatyofLibre has found oinder,'pC S. 961) that
the wageset any laborer or Medlin* medude . amount of
any cos* obeoripthlyinthipoted inproviding benefits rider a
plan or program described in section 1(b)(21(6) tithe Oavis-
BaocnAct. the geni;tactt w shall teoen s which'new
thinOwrensnsneretoprttdesw�k
lhlaaftthhep an tit pogrom is firma*e d oat the
p
• w son to
affair*, and sheer the
costs actdci of 90 rapid oast hosted irrreovklingosah
ttetttlits. Mrs Maplati gappri lioesontrenheSunder
eppre hip Program andm tie eden d
-- ..- .. • et the Wu** add
trainees, and the ratios rates prescribed in the
applicable programs.
MO* teentra orShallsubmb for eaoh week in
othich $ ycefl ract watt es�cgpyof all payrolls to
Mt, agency, 7 hepayrols submitted shall set out
accurately and completely all of the informally", required to be
maintained under 20 CFR 5.5(ax3Xi)xceptithatftia social
security numbers and home add esses shall not be included
cb ==en=a=ct hi t =. Instead = *el
o kitha
eN.g.,the WOO' digits of the era,Pl°h'ee's Waal sect*
ifsMitbie►). Thternb edWeekNPaymnidotmationmay be
submitted in any loam desied. Optional Form WH-347 is
aaratitbMa,ferthis peyoteian4ke Wags end Roar Division
Walt.
or
the of =pies., all anbcontractoes.
and sus is q shallowly** the It, sweat
secuFtty number and current ass of ead v covered worker,
ard aikat0poe them von
foe trap is sari lion to the Stab DOT, e�FHWA or thethe Wail6 and
Hour Division of the Department of Labor for purposes of an
ietre thetiep or audit of compliance with pfevalifptiwrde
me fennel is not etiolation tillthis section far a priete
mete require a Othiththeithe tether** addresses end
social seoutirneurttperisio the poneeo*M•aotor ter ds rah
maids. wdlout meftty submission to the coneradir ,a ency..
s clotQ�ese'ShdV6" stwh3tt7 lllrn
The
iR1a
(2) Each payfol submitted shall be accompanied by a
nthP4ttee: signed by the castrates pr
�t�ie"amcrIg 04. °Vito VIM who pays or stmetaises the
payment of the persons employed under the contract and shat
certify the foMovting:
(i) Mate* pap* tor Mae mamma, period 'tegcanons the
redlethe urider§5;1i '� q(rof
20 the part apptropnatehelrfgrei% athoq is
being mainined wider 55.5 ax i) of Regulations, 28
CF1R praft c. and braid such rttomhakiaci0 correct and
complete;
(iri That eachtaborer ormeo neic (iitckndiiayytVidt
helper, apprentice. and trainee) employed on the contract
dhnny Mel:e roll period has been paid the tug weedy
wages earned w*hdyt rebid.ether ' oreiateecdy.
and that no deductions `nave been made either directly or
indl tkont;the fttpwages��rfirthin
perms detentes as set fatis Regulations. 20 CFR
part 3;
(i) That eaoh taborer orme4#aanic has been pt$id ripe
less than the applicable wage rates and fringe benefits or
cash equivalents for the classification of work performed,
as specified in the applicable wage determination
incorporated into the contrite
Exhibit i - Page 5 of 12
i txe+et tV, n the r spa a o�t executed
Form
set WI an the reverse cI
Wld-347 shall satisfy the requirement for submission oft he,
Staieaajtt}so► Ccenpilianter ,neepirerkby paragraph 3.b.(2) of
this section_
41 The Weikelit;ol me/ of the ai)loire alitWicat ons may
Waoedtat ororsuboenbactdktocadtarulmv5al
node section WWel of tide to and 231 of
title 31 of the United States Code.
c. The contractor orsubctntrattorshall Male the records
requirted under paragraph Sa cities section avalable for
inspection, er byaMleielled
npreserta es,Ft « We State DOT. the
Ft4WA mete Departmentofteror andShad peals**
representativesto idtm i.si
on to jot' If con actor or to sp6rfeit;the
after Paigennoticeworking hours
required rental* todm�r.the �eFHINA
q e�or
the Stine DOT, snob action as airs y be ��t to
cause the ofarry1 r terpaywntegt,Advance.or
guarantee of funds. . blithetosadund acquired
records upon request to aeetrieoords
be IrPartds ‘‘wieher'Wht aephloPursuant kl reP
1. Apprentices and trainees
a. Apprentl es (pitiuriaas oftdta USDOL).
12.
Vergennes lei be Pentilted bevedf lese lileft the
predobrinitied rate for theworit periamredellen abey,are
toin alma And M ntof
Training. Employer and tabor or sib
ApprenticeshipAgmcvrsc.pptized'by$e orifa
person eseinpirmrd inks o1rherfist t10 days ilitmobatienary
employment asen in suchppmrombip
Pletirtile. not du ‘mi*irtlIhilatalppru. but
hos been 'ag.Empi� or Se▪ rvicesora
ropriate) to be a ligble der
as no appi'trertice.
The atonable rate of,pptipenbces to on Mite job
site in any emit classilicatton sivenetbej a *sae iwfw
permitted to the contractor as lb the entire walk force under
progrgenet . �tq fine �ogworker i d tir etas
ge'
imnpl i as stiated abode. Mel be peal not less then the
wages te tOeinigedete nee otniorple
ethanol of Mirk actually performed. Maddition, airy
rabap pct npd cork on tithe b metrabe df the
proverbpaidiribt
less than applicable wage rate,on the wage determination
for We mirk actually pettie red. Moro a oantr, is
performryhg rat Moe projectradically othertltan
thMvrhi t program is registered, the reties and Wave
rakes t�resce l in of the joumepntahs hourly
rste speci5od kdite s or stbcafttractof`s regisUelned
program shall be observed.
Every apprentice must be paid at not less than the rate
sperdlied intte registeredgrogrAM fortbe,appreptte's le* of
progress, expressed as a e of the joorfttymen hourly
ride specified in the applicable wage detenn Minion.
App
rentices e oe iskits a�beepaid bapptenlbestip enefits .lith e with
must PreWbbepapaid the iii amount of agp benefits
hated dte wage br t he - -
atbe !In* ion cepsa different
prevails appleabte assdlcation,
fringes shall be paid in accordance with that detemnivation.
In tyreMae the oe of App►eiticeailip Training. Employer
and Services, or a Stab Appn (ices ip Agency
emognbed by the Office. withdraws approval of an ,
program, theroontrachirpal noionger be
ptirmfitydboldest appointees* less thantleoppCiroble
OnletetetrnhtenitaW4drOle 094 Perfpnnedudl an acceptable
program Is approved
b. Trainees (programs of the USDOL).
Except as piiibidled in 2g CFR 5. W. tratiaees eeal notbe
pounded Irmo* al liesedtan the • nue for de
Work pfidomied tr l s they ant employed to and
�.._ byIomtalprooeni prior
in
ant otiitssmon by dm U.S.
Libor. En yuien and Treeing
Administration.
The ratio of train to journeymenn on the job site sisal not be
glielilllithende WeeM approndbyti+e
• i imeneanteTetainine .
In** Midl litatthan die rate spec Wad
migrant *the trainee's level of *Oleo.
aelse1131911nebet, Trait is Owl
• lib 'henarits in apoortdenoe nigh the pros cans elite
tithe btl neepregrant does tml menden
. trainees shaltWitold the htfi of fringe
itteu�tttewage d ebontnaticn the
Yater attire Wttgtt and Awl) dit eima res d,d
Prnareth aessnelle darMs
wags Tab an the
determination Mich h providoss'for less ther i fw fringe benefits
lee epp s:Aa eeheedOntiepaieelsfatrainee
rate Lebo is not registered and pMi ipating in a gran
approvedbyy the n iplo,esent aa�d Traffin0 viudrn orlon shat
be paid not less then the a cable maps rate en the
x t. . font g work of ideally cpi-
in
addet'btt, any ttgr'Aee eehnliea jog site in
p .pemrheedunderregistered preemie
shall be paid not Alb tithe the applicable :ate on the
wage desemtinatbyiforthe Moth aciliellY d.
In the evil rate Employment and TcarotinYArininrstration"
withdraws approval of a training program, the contractor will no
longer belipietimitted to utilize trainees at less than the
ra6e for the tw�odr pefoenhed trot' en
acceptable gram is aPpt ved.
c. 41un' p tiYetant . The tttleatiop dM
ePlemwelle, trainees an en maw this pan shad be
m conformist with the tend entb oppbsgrttity
requirements of Euecutive Order 11246, as weeded, and 20
CFR part 30.
Exhibit I - Page 6 of 12
d. Apprerdi
and Trainees kwerafes el the U.S. DOT):
sms and trathees working ender appreineceettip and
training programs Witch hake been cabbed byile
Storetaq of Tratspbgation as pornotingaib in connection
with Federal -aid higlivieyweetruction programs are not
The tt�ittemu Sbi#T fi4ofthe aSan on N.
trainees under silo
hourly i* , Tfile e try nt tied
pat liarprt aloe• prop**
apprentices and trainees to
joumttytttktt shall not begreal ertiian permitted by the terms bt
tar program.
5. Compliance with Copeland Act requirements. The
owlea oor sly comply with the reatatements 9f 29 CFR part
3. whit she atcotPotated M1► reference in this contract
ra tribownitacts. Thorn earit°rorsuaoontractgrehatinset
Foalf iIW 12 3inanyaubaalb and wregth ethe afs o undurpe Form FfiMlA-1273:IM flower der
• The @Ifihe«tntraaorshall ber ponsibleforthe
canpiance by any subcontractor or lower tier subaoetrator
with all the contract dauses in 29 CFR 5.5.
7. Contract termination: debarment. A breach of the
contestclauses in 29CFR 5.h way be goacnds fortemi al on
of the contract, and for disbarment as a contractor and a
s beett-aaletes provided in 29 CFR 5.12.
8. Compliance with Davis -Bacon and Related Ant
is Ail Wings afrlidl of die Davis -
anti Relat d Alts 29 CFR parts 1.3. and a
are herein incorporated by reference in this contract.
9. Disputes concerning labor standards_ Disputes arising
out of the labor standards provisions of this contract shall not
beetled **thrive*is iesaccu wtdt of is modifies
contact. Secti
disputes still be in
date D oILalorseta foal CFR parts 9. G. and
7. Disputes within the meaning of this clause i dude disputes
b,drecmrs) a st' nd9te
rtoi�brartFkng ale lie MS. nt of or the
employees or the, representatives.
10. Certification of eligibility.
a. By +ertileag rtao this contact, the contractor cedes That
neither it (nor he or she) nor arty ptrrson or firm who has an
interest in the yl s tarn is a person or fan ineligible to
be awarded G wNeitt contractsby eine*of section 3(d of
the Davis.1)asAct or 29 CFR 5.12(x}(1).
b. No part of this contract shall be subcontracted to any person
or firm ineligible for award of a Government contract by virtue
of section 3(a) of the Davis -Bacon Actor 29 CFR 5.12(aX1).
c. The penalty for making false etaieriishts is presenee4 in' the
U.S. Criminal Code, 1$ U.S.C. 1001.
V. DC S T, WORK HOURS AND SAFETY
STAN
The foilowiirgclauses apply to BOY Fada* aid
contract m ;mo
wn in excess of $100.000 and to the
otrer eporns **COMM***Wowsa
alone.= Act hest *MK be rosined an atitilosto
the clauses required by 20 CFR 5.5(a) or 29 CFR 4.6. As
in this
end eemistaborsrsaYtdsnetlt+ani�
I. Osertiteeregakemetds. 1.10 contractor *subcontractor
conprMmg fin( ariy,Pad of thaoonlracttwadi vfr je m faginpna
or involve the endlosrnent of *Woes or ineoltainics
require orpeik any such laborer mechanic in any
workweek in which he or she is employed on such work to
work h-etacess of forty hours to set ti ercettweek unless, Stith
laborer or mechanic receives compensation at a rate not less
than one and one-half times the basic rate of pay for all hours
worked *excess tiflotty hours in sac workweek.
2. Violation; liability for unpaid wages; liquidated
daina ges. ° In the event deny oblation Otte deuces* faith
in raph (1.) of this section. the contractor and any
sactor responsible shailbnl�hlor the
unpaid wages. In addition, such contradbr and subcontractor
shall be habittal Mr*Sta estient .caetfWork
Older cg vact*theDtep Depict Of El00neit(at01 ateralloiy. to suds
letrAtskileatidanaged Will a tlt respects. soak
t�atrtatbes be tiilb',neslietxtoera
6 *du** mcitolgoeit aid
. ehwgayed in uiolsl�ert of the disuse set foribi m
paragraph (1.) of this section. in the sum of310 foreach
cal irmarµayr on which such Minding was required or
�d to work lire oess ofhe pet�ad work eek akiorty
N lent cf die M1w wages required by*ie
daatae set paragraph I i fthis sctwca
3. Wllltpckktid for innpid wad" gttilated
The F€ o or11te Watling agency tin ksoirmactilan
uponnwhi� of an etherize('
wacto
nt> ob
1s. on of f * dw
contra* troderaw St* onetraotor any
Owe Federal ccntreot t t h thesanw prirmiattot or any
other federally-assleredctwkact subral to (be Conduct
Hours and Stttstywish ardsAct. ideldbye*same
pineccnealdbr. swiss,vs maybe AtWneimed to be
necessary satisfy a t y kabttit'tes ofraiohcontraotor Or
s for unpaid wages a nd liquida as
provided it clause seff rt), *paragraph (2.)�k
section
4. Subcontracts. The oorwadtoror beontraator-shatroont
is an9f�subcon the clauses set f< paragraph (1.)
'f4.).of tha section and also a t dh*Me
to iitdudhitlhssedensses let an ylpeer tier
aolotrectorshad be iteraanelitiefor
with the dorms set
t p )11vough Cer am}. i choir
setciiafji.
Exhibit I - Page 7 of 12
Vf, EMLETRIKt OR ASSIONRR3 THE CONTRACT
This provision is applicable to al Federal -aid camber:eon
contracts on the National Iighway System.
1. The coatracthrinth pe►f'am tegt de then organisation
contract worn'mots** to Rot MU than 3dpercnnt (or a
grether,perceetage If spec fled elsewhere ktr+fle county terns die oer�eeal millacialtrachog eenc gok42 nuipy be
Wintered by ad oonlract and the e any
specially lamp pestoume d may be didaded tram the
Ghana" earthed Dios before damps* ig enountof work
required robe pe oir @p the contractor's own oryanizadph
(23 CFR4135.1 fgt.
a. The term "Perform work with es arm orgatezationi refers
to wakes a arleased byee prime oo aaid
Ztootpmelt o Why the priwe ioonbaa�ae h or
operetas. 3�Mwn floes not'lickide or
thpormentcifa embankment* cc Were* irdWa
agents cline prime eorreacter. or any The
e1 lopes*** an ism le a leaked
relevant
Federal and Oath
they °feyi
contactor�t allthtrtee this rf sits: Makin*fr
s sups weto n�d day Webster amarl lease
e13;. • oontactor1ernainerespolgl(iblefarthe 'MIRY
of the�#Iheieaeed
rthepNne atairearlartwairs ii power to accept or
seclude end` ` . employees work cis die prrrleot
din Pile r�itddr" htntspons for
pay ent ofpreermenninep Mahan r wages. the
a of aaryroiils. iUatemehtZd comp eroeand ail
FadOral li egulakOM r quirentents.
b. 'Speciakylleens- shall be cousn �ed to be linked lover*
thanrequre5tighlyz.pea heed, . ab"ylkies, or
nottitdinardyt weillabte'in oI cantractfng
warn qualified and expected to bid or propose on the
contract as' whole andia general ale lobe betted to nwior
canpertardselslhe overall contract`
2 The contract antointoport winch the reithremeets set forth
w paragraph (t t of Seetioreillrs computed includes the cost of
malar#1ataplorkaratololtiredthodoleeWid alo tube
Porithased ***sow, by the contractor tlnderthe contract
3 The cor*ractoretwill furnish tat a competent eupenntenndent
or sispenesor'who tee�t toyed bydhr has hie authority to
direct pe news o this erork in awalthim watt the oo -
requiieotents, and is in charge of ad o
(��f of rrdaepsttorms the twat)and other of its
own dbrrat resorercirr� s ( ion, mamenr. and
eng�a aig services) as the wrilig olllbtr dear rs
necessary *assfee the pdrlellin atx.e of die conlvaot.
No porton of the contract ohm be sestet assigned or
odietudse d of except with the brat$ consent of the
con*aaiv , in authorized representative, and such
co Owen shall n0i be construed to refiet the e
ooi�t�Or of Nay repponoblt r for the fulliwent of the
co Wrlttan consent will be tiluen only alter the
°attracting.agency has asewedPl)at eachstawthact is
evidenced in km** and that it coma* allPef*tent provishics
and retlutrements of the prime contact.
5 Then se pedonaanoe maerenteret,of paragraph (1)
hot to desigivbuitd tains* howtvar; withew
agencies may astable their creep setter ertmmanoe
requirements.
Vg: SAFETY: ACCIDENT PREVENTION
T his provision is applicable to all Federal -.id
constection contracts and to as related suboontracts.
A. Iq with
fo tpAKe of des cenb'actt(te contractor shall
gom atr anitand tonal laws
(33 CFR 636}. The
aide all s:adeauaeds, sleety devices acid
ewedrrltandtraethlake any scent, t bbe
oraisttre ceFt da6ugmine, to be
+leoessaeytopirotedtl eiite aedtteatei of
i Il }heeriob andtate safetyof the public width
protect prop in n rdidrdte performance of the
wort covered* the contact
2, kisa adthilted tides contact, aiydshall bempdna
condition flea* suabontaidi, ch i entat erethers i4tto
shag uttpultora4rethis contract,ranstany ,ianll
crone °attest*, to watt in suniminengsessindercondhons
which are unsanitary, hatard0us or dangerous to higher
rte or
safety.seeded*
_
a . t by the Swam
of detannined under ithaellmotion safely and
s betdassatiaalie Section 107 of the Contract Work
Hours and SafetyStandards Act #A0 U.S.C_ 3704).
3. Pursuant to 211 CFR 1926.3. i is a condition of this contract
that the SeetetayCdLehrer autori ed ineeresentakve
thereof. shall nave right°,etrytoawls* of contract
pe to inspect ce investigate the matter of compliance
ankh coliosttotion saatyandlwai s and to carry
out the duties of the Secretary under on 107 of the
Contract Work HMOs and Safety Standards Ad (40
U.S.C.3704).
VIII. FALSE STATEMENTS CONCERNING HIGHWAY
PROJECTS
T has pr o vi s r on is appiipitbre to all Federal Wei
consul coon icontrardts end to al related euboonitra de.
hi order re assure high quaky end raiwidiite ccastnioon in
confonnly with approved pis and speciktabais aid a halt
degree otretabillw on stadrmwtts and represseeta i s made
by ed b e l ise�� aN, s and tee, Concerned
is that ptaisortc tboricamed
*eh the project perfoan their functions i'ts
and htheft aspousihte. Wilfitlfaisifacatien� .
peertlboeiwith pp attfacts related to the
us a violation of Federallaw TO prevent wa
misunderstanding Ina lee seriousness cc close and
sin** ads, �AtA-I022 shall be posted °woaeh
Federal>dd hi rvwk project (208 CFR 035) in one or More
t�wti'a�iibo�ess *ore io readily available to all pe sore concerned
with dmprbj
18 U.S.C. 1020 reads as follows:
Exhibit I - Page 8 of t2
'Whoever. an officer, agent, or employee of the United
Siam. oeofany or Today, or whoever. whether a personreport reation. knowingly trades any
Rol or false as di the
character, qual*, quantity, or cost of the material used or to
be used, or the quarrtityer, ofthfe work perfom ed orto
be perfanned or the coat in connection wit the
stiteniasibieddplans, cta tx.
of construct& ea any bghrsay or. .project tier
approval to the Secretary of Transportation, or
Whoever knowingly makes anyfalse statement, false
representation false report orfalse Bain ait h respect to the
character. gealky, quantity. or the eery matt* or to
file,petformed.triwalarials ** er b ti�ei fultsished in
commotion Mitt gOn,sin Mfr of apy **Wad or related
project by** Secretary at Tsansportabont at
Whoever knowingly makes any false statement or false
represernagrai or rsbarlt s ted germ* toplsmaterial fact kt fah� lee.
Roads Act approved July 1, 1916. (30 Stat. 355), as amended
and supplemetiledd;
Shat be feed wiederthis title or imprisoned not more than 5
years or haft"
1t m_t m CONTROL TR AiCC ACT AND FEDERAL
!this 1protrilsiott is apptertirte to ali-aid construcbcn
cottakes MOO MAW
Pv ettta+ne6ron , tl i¢ b ar idhe eseeeetwwal U*
crittok l r as the bidder, $ ioposer,
Federal -aid o tstru�elioh' isitttaiotot, et subeentrichta. as
appropriate. will b e deemed to have atlipritaked astbtlows:
I . That anir personate is or eg& afoul in the
peefareraahne olithis ecratratt is riot from receiving an
award•dhe taa violation o1Secbon 500 of the Clean Water Ark
or Section 36oltlheOeanAVM.
2. "that ehecon tractor agrees to iilpaltrde or came to be
reminded rreeyrtiretry aw�r fa or tats as ction it in
every and r qa tike Such *lion as
teecr=411 agency may died as a romans of en clrei ag
lititt ends.
X. CERTIFICATION REGARDING DEBARMENT,
SUSPENSION. INELIGIBILITY MD VOLUNTARY
EXCLUSION
Otis provision is a ficableeo. .Federad-aid oonatruoton
contracts. design; 8j1d contracts, subcontracts, fp4ref er
subcaMhracts. {xrrcfieseprders.lease agreements. consultant,
co °rainy other ndverep rederelle FHWA
ap or Pratt K tooett $28.000 or Mork — as
defined in 5 CPR Parts ISO and 1200.
1. tnsbntetions for Certification - First Tier Participants:
a Of see e!Mig andi stlebrnrgirg this pitrposal the Prenfindhre
fest tier participant is prorating dui ceAficatibn set eat below.
b. The inability of a person to provide the certification set out
below will not necessarily result ya denial of participation in this
covered iransaadpn- The prospective first ter pailicipant shad
submit an explanation olvdhy It cannel providet a certification
set out below. The certification or explanation wd be
considered in connection with the deepartnhere or agency's
deteldrination whether to enter into this transaction. However.
Were of the prospective end ter pantiPant to Walsha
won tit atttieiepahathon shal &MANY such a person
from part ipaiian it ties Iransaotedt.
o The certification Arli this clause is a repoesehtation
eli"act upon radiance was aimed �e emneadg
agency determined to enter into Ste transaction. lIit is later
app thattleep t ipattelnloe glyreendered
trail thenttnettut often.a ment. contading agency
maytterminate *is t forcarted default
d. The PilosPeftne triter tier paid c attl sad yvv
immediate written notice to the contracting agency to whom
this ptopose'tis subrl►iked X anty0ine Ste POWWOW first tier
paiticiiandlot me that its cef aces& was erroneous riliedn
submitted or has become erroneous by reason of coed
circumstances.
e. There i ne, ooveredliransaction.' debarred:
f %." 6"»
• as tilled m title clause, ate dotted
7'I8Oand !M. Vest Tier Coveted
adds to any coma kirbnsadibri between a
Wmeecraulrgrartteeof ands participant
as are prnmOrgewral no tt' dewier Ter Coated�stacw
tatlsmattes reiesteargr ,hen atlfonraideeaFret
Ti., Cranked Trarhkactimi (larch as ). 'Frst Tf et
Paticiparir tefeta (fothe Partichtet alto has enteted, It o a
covered WO a grarilleleora bleofFederajl
Paitopan
covered
Tor
prime* gelid bosfracdarl. 'Lower. Trelr
say persica**e tee has entered into a
stall a First Tier Pethopent air tower
tuck et,booa traacesaatd `).
f, The tiwttier p agrees by submitting
this sta, Nut ehobwldlMe milted
r t bMkt* ledbi. it Mad not intowie ti ibe
arisac rklth a time ,
sn this oouananrsabtion. unless
dam, or grapy entering into 'this I nsadinra.
g. The prospec tie erg tier piteopaialfunhergeesby
a p oposad that nett Waldo the clause Maid
n Negating Deberatert Suspension, jarelipltijity
Exclusion -Lower Tier iwed T,rairspc e'
Mro by the *Palma, orencY•
inoStis•ocruered traneatition. witautmedlficallion,;ta'
tier cowered transude* and ity setit^statiomt *toter ter
covered transactions exceeding the .0b0
h. A participant in a covered in* telywona
certification of apeaspectius iptint ea a Iowsir tier covered
transact on Spat'isenot or
vdynta fiycored tnml covered ^transaeaon s d
knows them* cerjificaties is eireinerais. A participate is
nespicesible inn*** at it Idr cKrats are net suspended.
debarred, or oeternise inelighteraparticIPMe in covered
'ransack*.
of p the eligeihty of its pnnopsdp as as
the *gaily anybrer per proipeuive paiticsmits. each
participant nut oat rs not requited to. check the Excluded
antes List System wel15* (hlesilw w.eels.9aW1. Which is
compiled by ItteGGerterat Sienna* Administration.
Exhibit I - Page 9 of 12
r contained n_ awl by in rt to
of a s of meads to orderl�o
rends* in good fails the required by this dais"
The knardldge andof the prospective punt
is not required to exceed which is normally possessed by
a prudent person m the ordinary course of business dealings.
Exccatiprtransactionsauthoriasdsrndsr paragraph (l)of
tranottirrsravctiotno. If a partiotparut in a covered
enters Into a *eel lier covered to nsaokonmtgli a
person who is's'uspended, clamored. ineligible, or voluntarily
4010luillai t ,* rpandupati on in glastransactian. in ad:Aimn to
dsrr}i avaikwbhIethe Federal armament. lint
i litetlor gerwymayterminatethiSaansadionforr.egsae
or defauIt.
liear*Allit oepseareti& Faspeihsion.
t=sanrlCrol untaiy Eeclusioh -First Tier
}a The prospectim fast derpmiogart mimes to die best di
as korinfidgeand belief. *an and its aarcipailw
( I awn* Pm y rr l•s
deba henh, decttiged ere
e n u�Piorn
deppentelpetnraell it covered by any Federal
or adria0F
(2). Have not writhes a'prpee-yearperiod this
parporsal been corwicteddtor hada cis
agarat there for cuerrassionoffraudora "One in
oonne**to *blew perlbenerp
• licf derem wits ta
dend
«,mir rortet.ideed.ttie*
talbary, fassIcation ordestnrct(aleofrecords,mailing
statements. or racutrinp stolen property,
Arendt presently iris tutor other se arenas -Aye
by a sea entity'Fedora, State or
wbbocaunissionofanyrof offrosesareenecated in
paragfroblo)(2)ofthis cert&at err; and
HD Have not within tiiloo bear Paled poecad tipithis
rekcoatiravisimosalhodoneormorepublictransaldons
I. State or locall termknnatedfor cause e► default.
b. Where ltae prospeetneparticipant is unable to oe toy to
arty allhe statements in this eerliilrttion. Suotr'prospecove
pantopant shadattachanesplano ixitodesproposal,
2 Instructions foe Certification - Lower Tier Paraipansts:
fnppscatwe to all o.Wa purchase orders and other
tower tier trpriaract+ans�n� prior FFIIKA aflpttNPr11 or
es bcasti25 ormorg•20FR
Parts ell and
a. $yf agfileg and submitting Pus pricatissli, the prospective
lower ter is ptebidinp Pieohntlfcetion set out below.
b. ¶1* csaticaeion to dile clause is a roamer nepresemeben
of fact uppn whrdt (edlance was placed when this 'Jamison
Was entered 'into.. If it is tarier.detplimjned that the prospective
tower tier rt Morrill* repdered aR
oe at addition Molar remedies av
federal Govetnvneiut. the deprnthuent, or agency with Which
sraspeefsalpn andtorr de amiable remedies
immediate
r ,heti pie
nnobme- th*e gason to adfrlch **proposal is
subtmfted Mat lime Fat FrOsturatiootwar tier participant
learns Moat es cei a ion was ennneous by mason of
charged circumstances.
Thetrt s Mrismad,•
Apt as used In this clause. one deleted
to 2 C 100 and 1200. You may eonteatere paten to
'� Mtose is ana.Test Tier Covered l Tans obtaines
refers to argrrihis p repo*
isaaeion between a Transactions"
�e of Fede ailuads and a *WOWS Pre
Pf or general �1. lower Ca Transactions'
ashes to any covered transaction a fIrst Mr Covered
Transaction harelh as stbcontraots). "Flat rekr pardcipaarn"
Weis to atre partvaP'aht who entered into a covered
tensest** with a grantee or arrolklkoi Fettling rands
(such as the prime or: grrrral lower Tar
Parreicipan( refers aeiy veto has entered ipso a
covered trarisartiliM Wilt a First Tier Palicipaslor other bower
VierrPartio ens (w as ou bconac+tots and sippllers).
e. Tlappospecare lower t. t ticihe by
twbrnitdrrppteposal that,shiherilba proposed�covered
ea ieactionbe entered ale. a shall I eoe.ie enter
ary biverfifer coveted M beret an a pomp Weer�
debarred. *tad. orvIluntatify
ertdhard�ed a rt this ' traumatic* unless
by'_ a p'artnivit at aplmcyvlil t edlitfetbht
five lower per participara Sather by
dent it Milt efeludie rho crease died
tsp Erebalmenit, Suspenusio rn i , lighibl y
Esclusipn-.ewer Tier Covered T aacdonrr
Withbet olt In a'fearer din coverlet nseciien�sard
teal
r B26 s far, lower tier groundbsrs meeting
g *paisctpant.d.
les a waved ed " may re* ilppn at
cerididadrin aparpeobve a tower ciovered
transagkon�t *Mt debased. �. or
r�7y* dsdfrom the c trahse leli. unless it
f C tat the certlloabrn is erranialta. A oarttcipardl is
a reepeeisble isr ensuring ttiiat ai peacip4s are not Wispended.
etebsired. e< otherwise igatigible to partibipote iii covered
transactions To verify theihtilelillbiairotitRspa sassnitas
teetsgslidly ararlowertier pa each
whet pnay tajtt uis meta re red to check t cd tided
ist S"ayst em wabdige J , Stitch is
eennaleni by the General Sennoes Adm inietration-
h. Ptolwing cottoned fire die jforegoirg shrill beconeaued to
reratilrees ahliShment of atwat, of records is order to render
good faith lie ce0frotOott regained by the dame. The
knowledge and infaMation of garecipare is riot requeed to
exceed tlhali vdtlofi rs normally possessed by a prudent person
ague ordinary course of Wetness deaings.
L Eatpeptaor transactions a ulhor ed under paw apbr a of
these a tictiorts„ii a participate m aaohered itarpiaallon
knowingly enters Nano a lower tier oovered transaction tarth
person ] o as suspended. debarred. itaeligdrles or linduailaillt
excluded from particithdion w this ira raa ctien. in addftlp a tp
oilier►emedies availabletothe Federal Goverttnent, Tle
Exhibit [ - Page 10 of 12
department or *easy with which thus; transaction iorig
may pursue ittaaEiks remedies, Ind -hiding suIpensi rr
debarment
Certification RofPrdinq Ueba1negt. �egrpensioaw.
Ineligibility and Voluntary Exclusion —1 ewer Ti r
participants:
1. Tim pmdeecif ve'food'tiersparticipant attires, by
ssub adds proposal, oposal, that asekher it . not es prin pals is
d. suspended.. brdebaanlent.
dedeired mU bllmoe. or, nolonlisflY excl
ootr efed transactions by any Federal department et weedy.
2. Where the am lower be! Palen ant u enable to
certify to anted the do oin. s
Pmeimellse icIpantshalleta
Prnimeal
7t1. CERTFICATIDN IREGARDONG USE OF CONTRACT
FUNDS FOR LOBBYING
This provision is
$ 100.000 (49 CFR 20)_
aid ahat arttMon
wliicis eecceed
s prospectiveispag and
p to participate ceiddes. a bear bar
knalerlge and belief, that:
a 'No Fede rg ed Burris firagnebeenn poi i r'v gibe
intiurapp �1 by orpn tyf itI►e unrdeesign 'to ash Person ftl r
:14 DONS to arrrol of employee of
arl i federal agency, fertnnenese. on aline Pr
employee of Cetlgness. or an employee of a Member of
centimes irls eoatrterdsibn with the *nordista of arty,Fetdierall
oontratat,the mating of airy Federal' grald. OM Malting of any
Federal bat the enemas into or anyiboopera ue agreement
and- the extension. ,continuation, renewal, amendment. or
modification of any Federalcontract want, loam or
cooperative agreement.
}. If any fornisntther that Federal approptiatecteares have
been paid or sdtl be paid any perr, ear ,WIlluienciog or
attedtptrJ to ldluenoe an °di er or erleillerelm trif nil, Federal
agency, a Illernber of Cor$laiess._ ano'gioer oft eiMenyee of
Ct n assn. ran a cntp yese of at titembetr of Congress an
cornierwtthathis Feefena nmlirerit grant, loadn, or
cooperatet'a BementAim undersigned shallcompleteand
stand Standard Focht-1.11.`Disclosure Fonn to ffepoa
Lobbying.' in accordance with its iirsbucbeAts
2. This c ertOcetron es a maters * representatrgn t oa` fact upon
edaloh reearionivas pllgrced rotten tihisqra'nsaction was made or
' * Submission Odin
entered o. Su missio1hn militate*" is a prereq resiW
for making or entering into this trarillsactiest imposed by 31
U.S.C. 1352_ Any person who fails to me the required
oerttaloatioa shall be sritrtedt too apersityafhoities than
$10,000 and not more than st00$O for each such failure.
3. The prospective parbpapast also agrees by submitting its
bid or proposal' that the l�tsrlticlpant shall require that the
lan�of this t;ertilcat+vsat be ind►eded i all !OWN' tier
sub cati sea* exceed *100,,000 and that alt such
recgoients stead certify and, disclose accordingly.
Exhibit I - Page 11 of 12
ATTACHMENT A -EMPLO11MENT ANDMATERt11LS
PREFERENCE FOR APPALACHIAN DEVELOPMENT
HIGHWAY SYSTEM OR APPM.ACHIAN LOCAL ACCESS
ROAD CATS
P� is to ak Fl -arc! projects �.
under �h Regatta Development Actof 905.
I. Dump taw perfonnalthe of this contract, the contractor
undertaking to do work which is. or reasonably may be. done
as w*Ore
odt. p � toquatiled person who
na�Ns* in Ma labor area as designated by the 0.
wherihthe cent* dab isshined orate � l
Alagalithlan otawmdes tithe' Slate Wherein the Mal ill
rgaAAet exrpir
a. To the agent del tpoped personas re'@allatyY
be area are not avaiiabfje.
Forr seasonable needs of the otathaevalovolP*
mWorMolorNxImar mperkettoed peksolvael necessary to
asoute an iiboient eaecLtion of the contact work.
o Fort he obagaabml of the c raatore loprwlettl to
pressetorl innere bloyeees as*. result eta tawNI oawective
barncontract. provided that the numberci nonresident
Person mend 20pi�^ Wine total (1O11O114h*
yte aPhw is it
by the contactor on the contract except as provided in
si*paraaprapk ell below.
2. The ;panache On pima otliff AO lib. Et
pyrniteSenthe
Mechanke altd required to proms
the amilastwork,(Win numbere_ Wired
each, 'ICldlraldaateonv iyr t Py oipaank
l atallez wane required, and 1dt any abet
p nglrNaudbythe Sltlle.Employntena
Service lo the jab anerican. tie maybe
toed repo yrna of Service in vtiOng or by
eof the centrracivent. die drePedkiimirt Ole SPateEmpk►�entsiren eioe.
*braid blithe cataract°, �P dy+hob order
3The . torch all pvefutl to aa%quaalilled
job referred referred tdtlfaaby gmeead
Seric e. coaprac for isihoot soci iced b warn Ib
d*MOM le lipt qo
ctwodi requir.re�
c nlix*AND wtheSONthe cite ofaJab ardor e,ttieState
lei unable to any.+ ed
�nwac�ar. or less than the irarnabet
job
referenda , ��
crtacaite to contactor indicating unpvipl y or
applicants. Such oats shall be made a Pat
="epenetrraent,projee;trearrdar. 9pon mannono
the , actorropyeioploypetsons dope
norrna�rr reside irr the labor' arealo fel yeet ors covered by dry
oertOloate nohathWancling the pageants ofster (let
above
0. The pr vi of 23 CFR Q3.20a4e} allow the
contracting resource provides use matter native to •chiaYl
refine.
0. i he oonlrrattbOr shall+attbide the provrPaiolks of Soots*
through 4 of this Alladonent A'i i eery subooteract 11* work
which I5. or, reasonably maybe. done as on-stte work.
Exhibit 1 - Page 12 of 12
EXHIBIT J, ADDITIONAL FEDERAL REQUIREMENTS
Federal laws and regulations that may be applicable to the Work include:
Executive Order 11246
Executive Order 11246 of September 24, 1965 entitled "Equal Employment Opportunity," as amended by
Executive Order 11375 of October 13, 1967 and as supplemented in Department of Labor regulations (41 CFR
Chapter 60) (All construction contracts awarded in excess of $10,000 by the Local Agencys and their
contractors or the Local Agencys).
Copeland "Anti -Kickback" Act
The Copeland "Anti -Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29
CFR Part 3) (All contracts and sub -Agreements for construction or repair).
Davis -Bacon Act
The Davis -Bacon Act (40 U.S.C. 276a to a-7) as supplemented by Department of Labor regulations (29 CFR
Part 5) (Construction contracts in excess of $2,000 awarded by the Local Agencys and the 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 sea. 42 USC 2000d, 29 USC 794, and implementing regulation, 45 C.F.R. Part 80 et. sea.
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 whoteor
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. sea. 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 requirements for
which are shown in the Nondiscrimination Provisions, which are attached hereto and made a part hereof.
Nondiscrimination Provisions:
In compliance with Title VI of the Civil Rights Act of 1964 and with Section 162(a) of the Federal Aid Highway
Act of 1973, the Contractor, for itself, its assignees and successors in interest, agree as follows:
i. Compliance with Regulations
The Contractor will comply with the Regulations of the Department of Transportation relative to
nondiscrimination in Federally assisted programs of the Department of Transportation (Title 49, Code
of Federal Regulations, Part 21, hereinafter referred to as the "Regulations"), which are herein
incorporated by reference and made a part of this Agreement.
ii. Nondiscrimination
The Contractor, with regard to the work performed by it after award and prior to completion of the
contract work, will not discriminate on the ground of race, color, sex, mental or physical handicap or
national origin in the selection and retention of Subcontractors, including procurement of materials and
leases of equipment. The Contractor will not participate either directly or indirectly in the discrimination
prohibited by Section 21.5 of the Regulations, including employment practices when the contract
covers a program set forth in Appendix C of the Regulations.
iii. Solicitations for Subcontracts, Including Procurement of Materials and Equipment
In all solicitations either by competitive bidding or negotiation made by the Contractor for work to be
performed under a subcontract, including procurement of materials or equipment, each potential
Subcontractor or supplier shall be notified by the Contractor of the Contractor's obligations under this
Agreement and the Regulations relative to nondiscrimination on the ground of race, color, sex, mental
or physical handicap or national origin.
iv. Information and Reports
The Contractor will provide all information and reports required by the Regulations, or orders and
instructions issued pursuant thereto and will permit access to its books, records, accounts, other
sources of information and its facilities as may be determined by the State or the FHWA to be
pertinent to ascertain compliance with such Regulations, orders and instructions. Where any
information required of the Contractor is in the exclusive possession of another who fails or refuses to
furnish this information, the Contractor shall so certify to the State, or the FHWA as appropriate and
shall set forth what efforts have been made to obtain the information.
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 1986, as
amended (15 U.S.C. 3710);
1.1.4.Loans;
1.1.5.Loan Guarantees;
1.1.6.Subsidies;
1.1.7.Insurance;
1.1.8. Food commodities;
1.1.9. Direct appropriations;
1.1.10. Assessed and voluntary contributions; and
1.1.11. Other financial assistance transactions that authorize the expenditure of Federal funds by
non -Federal Entities.
Award does not include:
1.1.12. Technical assistance, which provides services in lieu of money;
1.1.13. A transfer of title to Federally -owned property provided in lieu of money; even if the award
is called a grant;
1.1.14. Any award classified for security purposes; or
1.1.15. Any award funded in whole or in part with Recovery funds, as defined in section 1512 of
the American Recovery and Reinvestment Act (ARRA) of 2009 (Public Law 111-5).
1.2. "Contract" means the contract to which these Supplemental Provisions are attached and includes all
Award types in §1.1.1 through 1.1.11 above.
1.3. "Contractor" means the party or parties to a Contract funded, in whole or in part, with Federal
financial assistance, other than the Prime Recipient, and includes grantees, subgrantees,
Subrecipients, and borrowers. For purposes of Transparency Act reporting, Contractor does not
include Vendors.
1.4. "Data Universal Numbering System (DUNS) Number" means the nine -digit number established
and assigned by Dun and Bradstreet, Inc. to uniquely identify a business entity. Dun and Bradstreet's
website may be found at: httpa/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 I 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.aov.
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 htto://www.colorado.aov/dpa/dfpisco/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
CDOT
SUBRECIPIENT
RISK ASSESSMENT
Date:
Name
of Entity (Subrecipient):
Name of Project / Program:
Estimated Award
Period:
i-----
•
Entity
Executive
Director or VP:
Entity Chief Financial Officer:
Entity
Representative
for this Self
Assessment:
Instructions: (See "Instructions"
1. Check only one box for
2. Utilize the "Comment"
3. When complete, check
tats for more information)
each question. All questions are required to beanswered.
section below the last question for additional responses.
the box at the bottom of the form to authorize.
Yes
No
N/A
EXPERIENCE
ASSESSMENT
WA
1
Is your entity new to
operating or managing federal funds (has not done
so within
the
past three
years) ?
•
2
Is this funding program
new for your entity (managed for
less than three years)? Examples of
"undinq •rograms include
CMAQ, TAP, STP-M, etc.
•
El
3 Does your staff assigned
to the program have at least
three full
years of experience with this
federal
—
•ro:ram?—
.
.
MONITORING/AUDITU
ASSESSMENT
Yes
Ito
N/A
4
Has your entity
FMWA within
had an on -site project or grant review from an external
the last three
entity (e.g., CDOT1
El
Li
ears?
S
a) Were there non-compliance issues in this prior review?
I
I
Li
b) What were the number and extent of issues in prior review?
[1
rel
ste?
OPERATION ASSESSMENT
No
N/A
6
Does your entity have a time and effort reporting system in place to account for 100% of all
employees'
time, that can provide a breakdown of the actual
time spent on each funded
!
�}
project? If No, in the comment section please explain how you intend to document 100% of
hours worked by employees and breakdown of time spent on each funding project
FINANCIAL
ASSESSMENT Yes
Na
N/A
-
-.
7
a)
Does your entity have an indirect cost rate that is approved and current?
b) If Yes, who approved the rate, and
what date was it approved?
9
Is this grant/award 10% or more of your entity's overall funding?
LI
Li
>loft,
cot
9
Has your entity returned lapsed* funds? *Funds "lapse" when they are no longer available for
obligation.
I
Has
10
your entity had difficulty
meeting local match requirements in the last three years?
I i
(_
JI
11
What is the total
and what is your
federal
entity's
funding
fiscal
your entity has
year end?
been awarded for the last federal fiscal year,
Exhibit L - Page 1 of 3
iJtT.E
4AL CONTROLS ASSESSMENT
Yes No MIA
2
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
r I
1
comment section, please identify the accounting system(s), and/or list personnel positions and
identify any that are vacant.
11
Does entity have financial
and controls in to accommodate a federal -aid
your
procedures place
project?
14
Does your accounting system identify the receipts and expenditures of program funds
separately for each award?
Li
15
Will accounting system for the recording of expenditures for each award by the
your provide
F 1
El
.
budget cost categories shown in the approved budget?
16:
Does your agency have a review process for all expenditures that will ensure that all costs are
reasonable, allowable and allocated correctly to each funding source? If Yes, in the comment
i
! -�
section, please explain your current rocess or reviewing costs.
17
How many total FTE perform accounting functions within your organization?
i
I
.1
>6
2to5
-.2
IMPACT ASSESSMENT
Yes No
NIA
..
fi
For this upcoming federal award
conflicts of interest* in accordance
or in the immediate future, does your entity have any potential
with applicable Federal awarding agency policy? If Yes,
please disclose these conflicts in writing, along with supporting information, and submit with
P
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.)
19
For this award, has your entity disclosed to CD0T, in writing, violations of Federal criminal law
involving fraud, bribery, or gratuity violations
potentially affecting the award? Response
Ti
I
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.
PROGRAM
MANAGEMENT ASSESSMENT Yes
No
N/A
2Q,Does
your entity have a written process/procedure or certification statement approved by your
governing board ensuring critical project personnel are capable of effectively managing Federal-
aid projects? If Yes. please submit with this form.
2.1
Does your entity have written
procurement policies or certification statement for consultant
selection approved by your governing board in compliance with 23 CFR
172*? If Yes, please
_i
submit with this form. ( *The Brooks Act requires agencies to promote open competition by advertising,
ranking, selecting, and negotiating contracts based on demonstrated competence and qualifications, at a
fair and reasonable price.)
J
a) Is your staff familiar with the relevant CDOT manuals and federal program requirements?
f—
b) Does your entity have a written policy or a certification statement approved by your
governing board assuring federal -aid projects will receive adequate inspections? If Yes, please
submit with this torm.
1i
1
C
c) Does your entity have a written process or a certification statement approved
by your
governing
plans and specifications?
board assuring a contractor's work will be completed in conformance with approved
1f Yes, please submit with this form.
n
1.. 1
Exhibit L - Page 2 of 3
d) Does your entity have a written policy or certification statement approved by your governing
board assuring that materials installed on the projects are sampled and tested per approved
processes. if Yes, please submit with this form,
e) Does your entity have a written policy or certification statement approved by your governing
board assuring that only US manufactured steel will be incorporated into the project (Buy
America reQuirements )? if Yes, please submit with this form.
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 al1
information provided on this farm is true and correct.
Exhibit L - Page 3 of 3
loaf Version:
v2.0 (081816)
EXHIBIT M, OMB Uniform Guidance for Federal Awards
Subject to
The Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit
Requirements for Federal Awards ("Uniform Guidance"),
Federal Register, Vol. 78, No. 248, 78590
The agreement to which these Uniform Guidance Supplemental Provisions are attached has been funded, in whole or in
part, with an award of Federal funds. In the event of a conflict between the provisions of these Supplemental Provisions,
the Special Provisions, the agreement or any attachments or exhibits incorporated into and made a part of the agreement,
the provisions of these Uniform Guidance Supplemental Provisions shall control. In the event of a conflict between the
provisions of these Supplemental Provisions and the FFATA Supplemental Provisions, the FFATA Supplemental
Provisions shall control.
9. Definitions. For the purposes of these Supplemental Provisions, the following terms shall have the meanings ascribed
to them below.
9.1. "Award" means an award by a Recipient to a Subrecipient funded in whole or in part by a Federal Award. The
terms and conditions of the Federal Award flow down to the Award unless the terms and conditions of the
Federal Award specifically indicate otherwise. 2 CFR §200.38
9.2. "Federal Award" means an award of Federal financial assistance or a cost -reimbursement contract under the
Federal Acquisition Requirements by a Federal Awarding Agency to a Recipient. "Federal Award" also means
an agreement setting forth the terms and conditions of the Federal Award. The term does not include payments
to a contractor or payments to an individual that is a beneficiary of a Federal program.
9.3. "Federal Awarding Agency" means a Federal agency providing a Federal Award to a Recipient. 2 CFR
§200.37
9.4. "FFATA" means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109-282), as
amended by §6202 of Public Law 110-252.
9.5. "Grant" or "Grant Agreement" means an agreement setting forth the terms and conditions of an Award. The
term does not include an agreement that provides only direct Federal cash assistance to an individual, a subsidy,
a loan, a loan guarantee, insurance, or acquires property or services for the direct benefit of use of the Federal
Awarding Agency or Recipient. 2 CFR §200.51.
9.6. "OMB" means the Executive Office of the President, Office of Management and Budget.
9.7. "Recipient" means a Colorado State department, agency or institution of higher education that receives a
Federal Award from a Federal Awarding Agency to carry out an activity under a Federal program. The term
does not include Subrecipients. 2 CFR §200.86
9.8. "State" means the State of Colorado, acting by and through its departments, agencies and institutions ofhigher
education.
9.9. "Subrecipient" means a non -Federal entity receiving an Award from a Recipient to carry out part of a Federal
program. The term does not include an individual who is a beneficiary of such program.
9.10. "Uniform Guidance" means the Office of Management and Budget Uniform Administrative Requirements,
Cost Principles, and Audit Requirements for Federal Awards, which supersedes requirements from OMB
Circulars A-21, A-87, A-110, and A-122, OMB Circulars A-89, A-102, and A-133, and the guidance in Circular
A-50 on Single Audit Act follow-up. The terms and conditions of the Uniform Guidance flow down to Awards
to Subrecipients unless the Uniform Guidance or the terms and conditions of the Federal Award specifically
indicate otherwise.
9.11. "Uniform Guidance Supplemental Provisions" means these Supplemental Provisions for Federal Awards
subject to the OMB Uniform Guidance, as may be revised pursuant to ongoing guidance from relevant Federal
agencies or the Colorado State Controller.
10. Compliance. Subrecipient shall comply with all applicable provisions of the Uniform Guidance, including but not
limited to these Uniform Guidance Supplemental Provisions. Any revisions to such provisions 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 forprocurement
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 of the
Federal agency, the State, and the Government Accountability Office.
5.3 Subrecipient Compliance Responsibility. Subrecipient shall procure or otherwise arrange for the audit
required by Part F of the Uniform Guidance and ensure it is properly performed and submitted when due in
accordance with the Uniform Guidance. Subrecipient shall prepare appropriate financial statements, including
the schedule of expenditures of Federal awards in accordance with Uniform Guidance §200.510 (Financial
statements) and provide the auditor with access to personnel, accounts, books, records, supporting
documentation, and other information as needed for the auditor to perform the audit required by Uniform
Guidance Part F -Audit Requirements.
6. Contract Provisions for Subrecipient Contracts. Subrecipient shall comply with and shall include all 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 subcontractor
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 repairof
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. 7401-7671 q) 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 §200.1 10. 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
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