HomeMy WebLinkAbout20172966RESOLUTION
RE: APPROVE INTERGOVERNMENTAL AGREEMENT FOR POUDRE TRAIL FLOOD
DAMAGE 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
Poudre Trail Flood Damage between the County of Weld, State of Colorado, by and through the
Board of County Commissioners of Weld County, on behalf of the Department of Public Works,
and the Colorado Department of Transportation, commencing upon full execution of signatures,
and ending July 18, 2022, with further terms and conditions being as stated in said agreement,
and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Intergovernmental Agreement for Poudre Trail Flood Damage between
the County of Weld, State of Colorado, by and through the Board of County Commissioners of
Weld County, on behalf of the Department of Public Works, and the Colorado Department of
Transportation, be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 28th day of August, A.D., 2017.
BOARD OF COUNTY COMMISSIONERS
WELD COU ► TY, COLO ' DO
ATTEST: dletitioli uldo;ok.
Weld C • .. my Clerk to the Board
County Attorney
Date of signature: ID/4/20I1
Julie A. Cozad, Chair
rbara Kirkmeyer
GG Pcv C OT / &.R
1O1c / t7
2017-2966
EG0074
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW/ WORK SESSION REQUEST
RE: Intergovernmental Agreement for the Poudre River Trail Project
DEPARTMENT: Public Works DATE: August 1, 2017
PERSON REQUESTING: Devin Traff
Brief description of the problem/issue:
During the spring of 2015, snow melt runoff resulted in a flooding event which exacerbated the erosion damage
created during the 2013 flood on the shared use path adjacent to the Cache la Poudre River southeast of
Windsor, Colorado. The runoff initiated significant erosion along the north riverbank and caused approximately
150 linear feet of the path to collapse into the river.
To address the damage, Weld County applied for a Transportation Alternatives Program (TAP) grant and
recently received the CDOT Intergovernmental Agreement (IGA) to reconstruct this portion of the path,
stabilize the north riverbank, and acquire a permanent easement. The IGA allows for more exact requirements,
qualities, and attributes of the work to be identified during the design phase. The agreement has become
effective as of July 19, 2017 and remains effective through July 18, 2022 or until the work is completed
(Performance End Date), whichever comes first. The Performance End Date will be agreed upon by the Weld
County project engineer and the CDOT Local Agency coordinator during later phases of the project, as
specified in the IGA. Total funding for the project amounts to $447,890.00, with $358,312.00 in federal funds
and $89,578.00 in local agency funds. ( Sht,r(A. 3 taAtiS be/MIK t welt, It.lvetderk."J
What options exist for the Board? (Include consequences, impacts, costs, etc. of options)
1. Accept and sign (blue ink) three single -sided copies of the Poudre River Trail IGA
2. Do not accept the Poudre River Trail IGA
Recommendation:
Public Works recommends approval of this bid.
Approve
Recommendation
Julie A. Cozad, Chair
Steve Moreno, Pro-Tem
Mike Freeman
Sean P. Conway
Barbara Kirkmeyer
Schedule
Work Session Other/Comments:
2017-2966
EX O O 7 �-1
State Agency
Department of Transportation
Local Agency
WELD COUNTY GOVERNMENT
f)' riIAllnhli
axC-ixnxn
STATE OF COLORADO INTERGOVERNMENTAL AGREEMENT
Signature and Cover Page
Agreement Description
Poudre Trail Flood Damage, TAP C030-071
Agreement Routing Number
I8-HA4-XC-00007
Agreement Effective Date
The later of the effective date or
July 19, 2017
Agreement Expiration Date
July 18, 2022
Project # Region # Contract Writer
21887 4 I DZ
Agreement Maximum Amount
$447,890.00
THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT
Each person signing this Agreement represents and warrants that he or she is duly authorized to execute this
%grecment and to bind the Party authorizing his or her signature.
LOCAL AGENCY
WELD COUNTY GOVERNMENT
Signand
Julie A. Cozad, Ch , Board
of Weld County Commissioners
By: (Print Name and Title)
Date:
AUG 2 8 2017
2nd State or Local Agency Signature if Needed
Signature
By (Print Name and Title)
Date;
9Joshua L:tp� F, Chi, F gine
STATE OF COLORADO
John W. Hickenlooper, Governor
Department of Transportation
Shailen P. Bhatt, Executive Director
Date:
9r7,Ztn7
LEGAL REVIEW
Cynthia H Coffman, Attorney General
Date:
Assi't-yh Attorney General
By: (Print Name and Title)
In accordance with §24-30-202 C R.S., this Agreement is not valid until signed and dated below by the State
Controller or an authorized delegate.
By:
ST " CON ROLLER
Rob�r�: C],�, MBA, JD
Depafim5Jot of Transportation
Effective Date:
fo//..Y
hp:: I art'2;
c2oi7-,A9476(Z)
TABU OF CONTENTS
PARDES ._. ,...,..,., ..,.....,. .... _.,_. _._ _ _.. ,.....
TERM AND EFFECTIVE DATE
3. AUTHORITY
4 PURPOSE........................................................................................................................... 3
DEFINITIONS
6. STATEMENT OF WORK . _............................................................... ... ...... ........._ ...,....,.........,,. 6
PAYMENTS._..... .._....... ,_.........._..............................................................._,.....,............,......,. 10
8, REPORTING NO CIFIC'.AT(ON......................................................................................................... 11
9. LOCAL. r\(.F-N(.'Y RECORDS .................a..,,.....,...........,_„...................,.,...,,,. ,..,. .....,........,..,...,,. 1d
10. CONFIDENTIAL INFORMATION -STATE RECORDS .._....... ....... ....................................15
I! . CONFLICT OF INTEREST...................................................................................._..,, ....,16
12. INSURANCF,......._................................................... 15
13 RRFACH IK
14. REMEDIES ........................................................................................_ . ...,.. _ _ 18
15. DISPUTE RESOI,I.TION.,_.......................,.....,...,........................,...............................,...,,.........,(9
16_ NOTICES AND REPRESENTATIVES ATIVES ......, 20
17 EtIGHTS IN WORK PRODUC I AND O IItR lNFORIIrA[ION........._.............................._..,�20
18 GOVERNMENTAL. IMMUNITY . 21
19. STATEWIDE CONTRACT MANAGEMENT SYSTEM .,....,.._.,.....,, . 21
20. GENERAL PROVISIONS 21
21. COLORADO SPECIAL. PROVISIONS .............. ........... ........... ............. ..,...... ,...... 23
22. FEDERAL REQUIREMENTS ?<1
23. DISADVAN ['AGFI) BUSINESS ENTERPRISE IDFIE.)..__... ............. ..25
24. DISPUTES ... .............................. 2S
EXHIBIT A,STATE\LENI OF' WORK
EXFIIBC[ (3, SAWLE OPTION LETTER
EXHIBIT C. Ft INDING PROVISIONS
EXHIBIT O, LOCAL AGENCY RESOLUTION
E'1 113O F .,.O( L AGENCY ACGRELr.NIF,NT \ONITNISI R 11''ON CHl-( K'IS1
EXIIIBC[ F. CERTIFIC:APION FOR Fi2DFRAI.-;AID AGRI-TAM NTS
EXHIBI"[ G, D?SA')`,\NTAGED Bt15INESS - TFRPRISE:
EXHIBIT H. LOCAL AGENCY PRICEI)LRFS FOR CONS! T.1 AN SER'v
EXHIBIT 1, ELDF.RAL-AID ,\GRI EMI N"C PROMS OAS Ft)R CONS 1'R[!t'"I ION AGREE ;MIEN TS
F.XHIB(I' I, r Df)ITIONA11 r FDLR -U REQI [RII-INt NT,S
EXHIBIT K, F'FATA STPP( FMFN 1 \I. FFDFR 11 PROS. ISIONS
[XHIBI F E, SA\IPLL S1.:RRFCIPIENi' MONITORING \NI) RISK ASSI.SSNIFNF ORI,1
EXHIF3I'I' NI, OME3 t NIFOR\t GUIDANCE FOR FE, )r R \I. AW \RDS
I. 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 (,nd through the State agency
named on the Signature and I 'over Page for this Agreement (the "State" or "('DOT") 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 he valid err enforceable until the Effective Fate. and ;a ;reement Funds shall
be expended within the dates shown in Exhibit C for each respective phase ("Phase Performance
Period(s)') [he State shall not be hound by any provision of that =A reetnent hef)re the (affective Date,
and Strait irave fill aId G'ili atilt io pay t..\1 11 It ec'Ks iI a, \\ ock t F ,. c ) iii �.'�! i.� �� M, ear et( hdi „e
It Si',Effective Date nt' this rrrigieal \.?reement: ?t before tire en:nmherm, document tar the
respective phase onrt thc Notice to Proet'ed for the re,ise.aivice pha c, or _31 attet tIre Pins) Phase
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Performance End Date, as shown in Exhibit C.
B. Initial Term
The Parties' respective performances under this Agreement shall commence on the Agreement
Effective Date shown on the Signature and Cover Page for this Agreement and shall terminate on the
date of notice of CDOT final acceptance ("Agreement Expiration Date") shown on the Signature and
Cover Page for this Agreement, unless sooner terminated or further extended in accordance with the
terms of this Agreement.
C. Early Termination in the Public Interest
The State is entering into this Agreement to serve the public interest of the State of Colorado as
determined by its Governor, General Assembly, or Courts. If this Agreement ceases to further the
public interest of the State, the State, in its discretion, may terminate this Agreement in whole or in
part. This subsection shall not apply to a termination of this Agreement by the State for breach by
Local Agency, which shall be governed by §14.A.I.
i. Method and Content
The State shall notify Local Agency of such termination in accordance with §16. The notice shall
specify the effective date of the termination and whether it affects all or a portion of this
Agreement.
ii, Obligations and Rights
Upon receipt of a termination notice for termination in the public interest, Local Agency shall be
subject to §14.A.i.a
iii. Payments
If the State terminates this Agreement in the public interest, the State shall pay Local Agency an
amount equal to the percentage of the total reimbursement payable under this Agreement that
corresponds to the percentage of Work satisfactorily completed and accepted, as determined by the
State, less payments previously made. Additionally, if this Agreement is less than 60% completed,
as determined by the State, the State may reimburse Local Agency for a portion of actual out-of-
pocket expenses, not otherwise reimbursed under this Agreement, incurred by Local Agency
which are directly attributable to the uncompleted portion of Local Agency's obligations, provided
that the sum of any and all reimbursement shall not exceed the maximum amount payable to Local
Agency hereunder.
3. AUTHORITY
Authority to enter into this Agreement exists in the law as follows:
A. Federal Authority
Pursuant to Title 1, Subtitle A, of the "Fixing America's Surface Transportation Act" (FAST Act) of
2015, and to applicable provisions of Title 23 of the United States Code and implementing regulations
at Title 23 of the Code of Federal Regulations, as may be amended, (collectively referred to hereinafter
as the "Federal Provisions"), certain federal funds have been and are expected to continue to be
allocated for transportation projects requested by Local Agency and eligible under the Surface
Transportation Improvement Program that has been proposed by the State and approved by
the Federal Highway Administration ("FHWA").
B. State Authority
Pursuant to CRS §43-1-223 and to applicable portions of the Federal Provisions, the State is
responsible for the general administration and supervision of performance of projects in the Program,
including the administration of federal funds for a Program project performed by a Local Agency
under a contract with the State. This Agreement is executed under the authority of CRS §§29-I-203,
43-1-110; 43-1-1 16, 43-2-101(4)(c) and 43-2-104.5.
4. PURPOSE
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Die purpose of this Agreement is to disburse Federal funds to the Local Agency pursuant to CDOT's
Stewardship Agreement with the Ft (WA.
5. DEFINITIONS
The following terms shall he construed and interpreted as follows
\ "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.
"Business Day" means any day in which the State is open and conducting business, hut shall not
include Saturday, Sunday or any day on which the State observes one of the holidays listed in §24-I I-
101(1ICR.S.
"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
II. "CORA" means the Colorado Open Records Act, §§24-72-200.l et. seq., C.R.S.
I. `Effective Date" means the date on which this Agreement is approved and signed by the Colorado
State Controller or designee, as shown on the Signature and Cover Page for this Agreement.
1. "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 I,etter
Exhibit C, Funding Provisions
iv Exhibit D, Local Agency Resolution
v. Exhibit E, Local Agency Contract Administration Checklist
vi. Exhibit F, Certification Fir Federal -Aid Contracts
vii. Exhibit G, Disadvantaged Business Enterprise
Exhibit H, Local Agency Procedures for Consultant Services
ix. Exhibit I, Federal -Aid Contract Provisions for Construction Contracts
x. Exhibit .1, Additional Federal Requirements
xi. Exhibit K, The Federal Funding Accountability and Transparency Act of 20(16 (FFATA)
Supplemental Federal Provisions
xii. Exhibit 1:, Sample Suh-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 "Lint tOrm Guidance")
C,. "Federal Award" means an award H. (Federal fin.anraal assistance ,,r a rest-reimhursement contract
under the Federal Acquisition Requirements by it Federal Awarding Agency to it Recipient. "Federal
Award" also means an agreement setting forth the terms and conditions of the Federal Award. The
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term does not include payments to a contractor or payments to an individual that is a beneficiary of a
Federal program.
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. "Ptl" 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. PIT includes, hut 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 he 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, PIT 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 I .ocal 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
Document Rudder Generated Page 5 ot25
Rev 12/09/2016
Agency
FF. "Uniform Guidance" means the Office or Management and Budget Uniform Administrative
Requirements, Cosi Principles, and Audit Requirements for Federal Awards, which supersedes
requirements from OMB Circulars A-21, A-87, A -I 10, A-122, A-89, A-102, and .A -I33, and the
guidance in Circular A-50 on Single Audit Act follow-up.
GG "Work' means the delivery of the Goods and performance of the Services in compliance with
CDOT's Local Agency Manual described in this Agreement.
HE{. "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. (fie 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
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.
h, Prepare final design in accordance with the requirements of the latest edition of the American
Association of State Highway Transportation Officials (AASIITO) 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 wr itiag by the Parties. The Plans shall be considered final when
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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
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(6) and (d) and use
the CDOT procedures described in Exhibit H to administer the Consultant contract.
5) Local Agency may expedite any COOT 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 111.36(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.
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Such administration shall include Work inspection and testing; approving sources of materials;
pertnrming required plant and shop inspections; documentation of contract payments, testing and
inspection activities; preparing and approving pay estimates; preparing, approving and securing
the funding fir contract modification orders and minor contract revisions; processing construction
Contractor claims; construction supervision; and meeting the quality control requirements of the
FHWA'CDf)F Stewardship Agreement, as described in Exhibit E.
a. Me 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 arc 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 he in the
public interest.
h. Local Agency shall he responsible for the following:
L ) Appointing a qualified professional engineer, licensed in the State of Colorado, as f ocai
Agency Project Engineer (L.APF), to perform engineering administration. The [APE
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 thrtps:-rwww.codotgovibusiness/designsupportibulletins_manuals-'200a-
local-agency-manual).
2t For the construction Services, advertising the call for hids, 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 hid awards pursuant to this Agreement shall
comply with applicable requirements of 23 U.S.C. § 1 12 and 23 ('.F,R. Parts 633 and
635 and C.R.S, § 24 -92 -lilt et seq. Those requirements include, without limitation,
that Local Agency and its Contractor(s i incorporate Form l273 (Exhibit I) in its
entirety, verbatim, into any subcontract(s) for Services as terms and conditions
thereof, as required by 23 C.F.R. 633.102(e).
(b) Local Agency may accept or reject the proposal of the apparent low bidder for Work
on which competitive bids have been received. Local Agency must accept or reject
such bids within 3 working days after they are publicly opened.
(c) If local Agency accepts bids and makes awards that exceed the amount of available
Agreement Funds, Local Agency shall provide the additional funds necessary to
complete the Work or not award such bids.
(d) The requirements of §6.A.iii.b.2 also apply to any advertising and hid awards made
by the State.
(e) The State and in some cases FFIW,A) 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 \gencv 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 i')70, as amended, the Uniform Relocation Assistance
and Real Property Acquisition Policies for Federal and Federally Assisted Programs, as
amended (40 CF R Part 24), CDO'C s Right of Way Manual, and COOL s Policy and
Procedural Directives.
c. 1 [he Parties' respective responsibilities for ensuring compliance with acquisition, relocation
and incidentals depend on die level of federal participation as detailed in CDOT's Right of
Way i oi;; joieatcd a;. impiitwww.ciidotgovibusinessitnantials.iright itt.r :), rimi.veYer, the
Stale always retains oversight responsibilities.
d, Die Parties' respective, responsibilities at each level of federal participation in ('DOT's Right
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O1 A a 31 11[11 666
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of Way Manual, and the State's reimbursement of Local Agency costs will be determined
pursuant the following categories:
1) Right of way acquisition (3 11 1 I ) 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).
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.
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
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.
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7. PAYMENTS
A. vlaxirrtum Amount
Payments to Local Agency arc limited to the unpaid, obligated balance ,?f the Agreement funds set
forth in Exhibit C. The Stare shall not pay Local Agency any amount under this Agreement that
exceeds the Agreement Maximum set Idrtti in Exhibit ('.
Payment Procedures
i. Invoices and Payment
a. The State shall pay Local Agency in the amounts and in accordance with conditions set forth
in Exhibit C.
h. Local Agency shall initiate payment requests by invoice to the State, in a form and manner
approved by the State,
fhe State shall pay each invoice within 4S days fbitnwing the Slate'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 terra that the invoice covers. If the State
determines that the amount of any invoice is not correct, then Local Agency shall make :ill
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,
i i. Interest
Amounts not paid by the State within 45 days aher the State's acceptance of the invoice shall bear
interest on the unpaid balance beginning on the 46th day at the rate of I4%, per month; as required
by **24-30-202(24)la), CR,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.
Payment Disputes
If Local Agency disputes any calculation, determination, or amount of any payment, Local
Agency shall notilj/ the State in writing of its dispute within 30 days following the earlier to occur
of Local Agency's receipt ol'the payment or notification of the determination or calculation of the
payment by the State. The State will review the inhumation 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 he 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
Me State is prohibited t1V law ruin 1(IaKlli}' i:ltn lMlt.n lelltti 1iey Cstld Zile 1CI Ifl 111 111O VIIlICtit Jl21lc
Fiscal Year. Payment at Local Agency beyond the current State Fiscal Year ,s contingent on the
appropriation and continuing availability of Agreement Funds in any subsequent. year I,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 trade available for payment. Payments to
be made pursuant to this rvgreement shall be made only from Agreement Funds, and the Susie's
lianiiity for such payments shall he limited to the amount remaining of such Agreement Funds. If
State, federal or other funds are not appropriated, or otherwise become unavailahic to fund this
Agreement, the State may, upon written notice, terminate this Agreement, in whole or in part,
without incurring further liability The Slate 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 shalt otherwise be treated as it this Agreement were terminated in the public
interest as described in §2.('
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The State may recover, at the State's discretion, payments made to Local Agency in error for any
reason, including, but not limited to, overpayments or improper payments, and unexpended or
excess funds received by Local Agency. The State may recover such payments by deduction from
subsequent payments under this Agreement, deduction from any payment due under any other
contracts, grants or agreements between the State and Local Agency, or by any other appropriate
method for collecting debts owed to the State. The close out of a Federal Award does not affect
the right of FHWA or the State to disallow costs and recover funds on the basis of a later audit or
other review. Any cost disallowance recovery is to be made within the Record Retention Period
(as 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. i.ocal 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 he 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.
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Such Option Letters may not modify the other terms and conditions stated in this Agreement, and
must decrease the amount hudgeted and encumbered for one or more other Work phases so that
the total amount of budgeted Agreement Funds remains the same The State tnav also issue a
unilateral Option Letter to simultaneously increase and decrease the total encumhrttnce 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 Cl with an updated
Exhibit t' -I (with subsequent exhibits labeled C-2, ('-3_ etc-)
Option to Transfer Funds tram One Phase to Another Phase.
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 he replaced with an updated Exhibit (.-t (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 dare of the Work phase, in a tbrtn
substantially equivalent to Exhibit B.
ii. Option to Exercise Options i and ii.
[he 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 Ct in the original Agreement will he replaced with an updated Exhibit C -I (with
subsequent exhibits labeled C-2, ('-3, etc.) attached to the Option Letter The addition ofa 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. •l'he 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
Oti1B Uniform Guidance, as outlined in Exhibit C The State may update any information
contained in Exhibit C, Sections 2 and 4 of the fable, and sub -sections B and C of the Exhibit C.
Ai stunting
Local Agency shall establish and maintain tccnuntine 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:
Local Agency Performing the Work
If Local Agency is performing the Work, it shalt document all allowable costs. including any
,..-__.... subcontractors.w
I2iJtfli VCat act VIED' la)tltl ltULCU ly I,i!cal .'1CtOlLy lit Uusing payrolls, UIUL records,
invoices, contracts. vouchers, stud other applicable records.
ii I Agency-•t'becks or Draws
Checks issued or draws made by local :Agency shall he made or drawn against properly signed
vouchers detailing the purpose thereof. Local Agency shall keep on tile all cheeks, payrolls,
invoices, contracts, vouchers, orders, and other accounting documents in the office of i oeat
Agency clearly identified. readily accessible. and to the extent feasible. separate and apart from
all other Work documents.
it. State -Administrative Services
.f.he State may perform any necessary administrative support services required hereunder I oetil
Agency th,' Ci-riN etv thi flats Of;lnv such services from the budgeted ,agreement
Funds as provided for in Exhibit C. If' Fl1W'A Agreement Fonds are or become unavailable, or if
I neat \gency terminates :his Agreement pool to the Work being approved by the State or
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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
The State shall not be liable to reimburse Local Agency for any costs invoiced more than 60 days
after the date on which the costs were incurred, including costs included in Local Agency's final
invoice, The State may withhold final payment to Local Agency at the State's sole discretion until
completion of final audit. Any costs incurred by Local Agency that are not allowable under 2
C.F.R. Part 200 shall be Local Agency's responsibility, and the State will deduct such disallowed
costs from any payments due to Local Agency. The State will not reimburse costs for Work
performed after the Performance Period End Date for a respective Work phase. The State will not
reimburse costs for Work performed prior to Performance Period End Date, but for which an
invoice is received more than 60 days after the Performance Period End Date.
vi. Risk Assessment & Monitoring
Pursuant to 2 C.F.R, 200.331(b), — CDOT will evaluate Local Agency's risk of noncompliance
with federal statutes, regulations, and terms and conditions of this Agreement. local Agency shall
complete a Risk Assessment Form (Exhibit L) when that may be requested by CDOT. The risk
assessment is a quantitative and/or qualitative determination of the potential for Local Agency's
non-compliance with the requirements of the Federal Award. The risk assessment will evaluate
some or all of the following factors:
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 Suhrecipient's non-compliance to the overall
success of the program objectives.
7. Program Management: Factors associated with processes to manage critical personnel, approved written
procedures, and knowledge of rules and regulations regarding federal -aid projects.
Following Local Agency's completion of the Risk Assessment Tool (Exhibit L), CDOT will
determine the level of monitoring it will apply to Local Agency's performance of the Work. This
risk assessment may be re-evaluated after CDOT begins performing monitoring activities.
G, Close Out
Local Agency shall close out this Award within 90 days after the Final Phase Performance End Date.
Close out requires local Agency's submission to the State of alt 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
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sebstantial lv complete, l I' Eli WA has not closed this Federal Award within I year and 90 days alter
the Final Phase Performance End Date due to Local Agency's failure to submit required
documentation, then [,Heal Agency may he prohibited from applying for new Federal Awards through
the State until such documentation is submitted and accepted.
8. REPORTING - NOTIFICATION
V 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
progress made for each specified performance measure and standard in this Agreement. Such progress
report shall he in accordance with the procedures developed and prescribed by the State. Progress
reports shall be submitted to the State rot later than five (5) Business Days following the end of each
calendar quarter or at such time as otherwise specified by the Slate_
rt rganior Reporting
(f 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 Suhrecipient's performance and the final status of Subrecipient's
obligations hereunder.
D. Violations Reporting
Local Agency must disclose, in a timely manner, in writing to the State and FHW:A, all violations of
federal or State criminal law involving fraud, bribery, or gratuity violations potentially affecting the
Federal Award, Penalties for noncompliance may include suspension or debarment (2 CFR Part 180
and 31 L.S.C ;321),
9. LOCAL AGENCY RECORDS
A. Maintenance
Local ,\gencv shall make, keep, maintain. and allow inspection and monitoring by the State of a
complete tile of all records, documents, communications, notes and other written materials, electronic
media tiles, 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, tiom tae date of the submission lit each quarterly or annual report, respeeifvely. If airy
litigation, claim, or audit related to this '\ward starts below, e 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 Focal
Agency in writing that the Record Retention Period shall he extended. For records for real property
and equipment, the Record Retention Period shall extend three years toliowing final disposition it
such property
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 Atency Records
o'•.aii thl.e daring ti,.mrmal hrigrn'gs hours at I rH Ai ,\ on,'v's office or place ult. !iUSlness, or at other
mutually agreed upon times or locations. upon no fewer rim 2 Business Days` notice from the State.
unless the State determines that a shorter period of notice. of ito notice, is necessary to protect the
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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 shalt 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
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.
R. 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. ff 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 he 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
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Itcv 12!(i');2416
implementing a remediation plan that is approved by the State at no additional cost to the State.
I I. CONFLICT OF INTEREST
A Actual Conflicts of Interest
Local Agency shall not engage in any husiness 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
contlict of interest would arise when a Local A;encv 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.
B. Apparent Conflicts of Interest
Local ;agency acknowledges that, with respect to this Agreement, even the appearance of a conflict of
interest shall he harmful to the State's interests Absent the State's prior written approval, Coral
Agency shall refrain from any practices, activities or relationships that reasonably appear to he in
conflict with the full performance oft „octal Agency's obligations under this Agreement.
C. Disclosure to the State
If a conflict or the appearance of a contlict arises, or it'Local Agency is uncertain whether a conflict or
the appearance of a contlict has arisen, Local Agency shall submit to the State a disclosure statement
setting torth 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 Suhcontractor 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 or better,
Local Agency Insurance
Local Agency is a "public entity" within the meaning of the Colorado Governmental Immunity Act,
§24 -t0 -lot, et serf., 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.
R 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 Gl A, at al! times during the terms or tht., Agreement all of the following
policies:
i Workers' C'ompen.satior,
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.
General liability
Commercial general liability insurance written on art Insurance Services Office occurrence form.
covering premises operations, tire damage, independent contractors, products and completed
operations, blanket contractual liability, personal injury, and advertising liability with minimum
limits as follows:
a. S I ,UtlU,000 each occurrence;
h S I ,000_(;tlt) general aggregate:
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c. $1,000,000 products and completed operations aggregate; and
d. $50,000 any I 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 PIE, PHI, PCI, Tax
Information, and CM, and claims based on alleged violations of privacy rights through improper
use or disclosure of protected information with minimum limits as follows:
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 COOT.
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
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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, simply to the State
evidence satisfactory to the State ofeompliance 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 he 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
stayed within 30 days atter the institution of such proceeding, shall also constitute a breach.
Notice and Cure Period
En the event ofa 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.R, 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 shalt 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.
h 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 hreach 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 he as if this Agreement had been terminated in the public
interest under §2.C,
fhmavr=c a.ttri Withholding
Notwithstanding any other remedial action by the State. Local Agency shah remain liable to
the State for any damages sustained by the State in connection with any breach by Local
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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
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 he 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 unacceptahle 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.
R. 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
lithe initial resolution described in §15.A fails to resolve the dispute within 10 Business Days, Local
Agency shall submit any alleged breach of this Agreement by the State to the purchasing director of
CDOT for resolution in accordance with the provisions of §§24-109-101, 24-109-106, 24-109-107, and
24-109-201 through 24-109-206 C.R.S., (the "Resolution Statutes"), except that if Local Agency
wishes to challenge any decision rendered by the purchasing director, Local Agency's challenge shall
be an appeal to the executive director of the Department of Personnel and Administration, or their
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delegate, under the Resolution Statutes before Local Agency pursues any turther 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 contact information by notice submitted in accordance with this §16
without a formal amendment to this Agreement Unless otherwise provided in this Agreementnotices shall
be effective upon delivery of the written notice.
For the State
Colorado Department of Transportation (CDOT)
Jake Schoch, Project Manager
CDOT Region: 4
0601 West 10th Street
Greeley, CO 80634
970-350-2205
jake.schuch@state.co.us
Fur the Local Agency
WELD COUNTY GOVERNMENT
Devin Traff, Weld County Public Works
1111 H Street PO Box
Greeley, CO 80632-0758
970-400-3773
traff(r%wetdgov.corn
17, RIGHTS [N 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 thturc intringement 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 he 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, I.ocal 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
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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.
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, ei 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, §24-103-60I, §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
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Each Party represent; and warrants to the other that the execution and delivery of this Agreement and
the performance ofsucit Party's ohligations have been duly authorized.
( rnticins and Reference;
The captions and headings in this Agreement are for convenience of reference only, and :shall not he
used to interpret, define, or limit its provisions. All references in this Agreement to sections (whether
spelled out or using the § symhol), suh.sections, 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 he executed in multiple, identical, original counterparts, each of which shall he
deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.
C, Entire I'ndcrstandine
This Agreement represents the complete integration of al! 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 charges to this
Agreement shall nor have any force or effect whatsoever, unless embodied herein,
H. Jurisdiction and Venue
All suits or actions related to this Agreement shall he filed and proceedings held in the State of
Colorado and exclusive venue shall he in the City and County of Denver.
Modification
Except as otherwise provided in this Agreement, any modification to this Agreement shall only be
effective it' 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 ofa 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:
Colorado Special Provisions in the main body of this Agreement.
ii fire provisions of the other sections of the main body of this Agreement
of Exhibit A, Statement of Work,
iv Exhibit t), Local Agency Resolution
v. Exhibit C, Funding Provisions.
vi Exhibit R, Sample Option Letter
sic Exhibit E, Local Agency Contract Administration Checklist.
viii Other exhibits in descending order of their attachment.
L. ieverahility
The invalidity or unenfbrccability of any provision of this Agreement shall not affect the validity or
enforceability of any other provision of tilts Agreement, which shall remain in full force and effect,
provided that the Parties can continue to perform their obligations tinder this Agreement in accordance
with the intent of the ,1greemcr..
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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 T.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(l), et seq. C.R.S. (Colorado Sales Tax Exemption
Identification Number 98-02565). The State shall not be liable for the payment of any excise, sales, or
use taxes, regardless of whether any political subdivision of the state imposes such taxes on Local
Agency. Local Agency shall be solely responsible for any exemptions from the collection of excise,
sales or use taxes that Local Agency may wish to have in place in connection with this Agreement.
N. Third Party Beneficiaries
Except for the Parties' respective successors and assigns described in §20.C, this Agreement does not
and is not intended to confer any rights or remedies upon any person or entity other than the Parties.
Enforcement of this Agreement and all rights and obligations hereunder are reserved solely to the
Parties. Any services or benefits which third parties receive as a result of this Agreement are incidental
to the Agreement, and do not create any rights for such third parties.
O. Waiver
A Party's failure or delay in exercising any right, power, or privilege under this Agreement, whether
explicit or by lack of enforcement, shall not operate as a waiver, nor shall any single or partial exercise
of any right, power, or privilege preclude any other or further exercise of such right, power, or
privilege.
P. CORA Disclosure
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.
Q -
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 he construed or interpreted as a waiver, express or
implied, of any of the immunities, rights, benefits, protections, or other provisions, of the Colorado
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Governmental tminur.ty Act §24-ICs-I0I et seq (; R.S., or the Federal Tort Claims .Act, 28 t S.C Pt.
(Th, 171 and 78 U.S.(' 1746(h),
n INOFPENDFiNT; 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 he deemed to he an agent or
employee er 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
cove age 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 nut have authorization, express or implied, to hind the State to any
agreement, liability or understanding, except as expressly set forth herein. Local Agency shall (i)
provide and keep in force workers' 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.
C'ONIPLIANCE 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.
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.
fI. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00.
State or other public funds payahie under this Agreement shall nor be used for rite acquisition,
operation, or maintenance of computer software in violation of federal copyright laws ur 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 tinder
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 -IN -20I and 24-50-
507, C.R.S.
fhe signatories Liver that to their knowledge, no employee of the State has any personal or beneficial
interest whatsncver in the service or property disr_rihed in this Agreement. Local "Agency has no
interest and shall not acquire any interest, direct or indirect, rhat would conflict in any manner or
degree with the periotmance of Local Agency's services and I ()cal Agency shall not employ any
person having such known interests
22. FEDERAL REQI IRE:'IEN I S
i ;cal Agency and. ur their contractors. subcontractors, and consultants shall at all times during the execution
of this Agreement .strictly adhere to, and comply with, ill applicable federal and State laws, and their
implementing regulations. as they currently exist and may hereafter be amended. A summary of applicable
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federal provisions are attached hereto as Exhibit F, Exhibit I, Exhibit J, Exhibit K and Exhibit NI are
hereby incorporated by this reference.
23. DISADVANTAGED BUSINESS ENTERPRISE (DBE)
Local Agency will comply with all requirements of Exhibit G and Local Agency Contract Administration
Checklist regarding DBE requirements for the Work, except that if Local Agency desires to use its own DBE
program to implement and administer the DBE provisions of 49 C.F.R. Part. 26 under this Agreement, it must
submit a copy of its program's requirements to the State for review and approval before the execution of this
Agreement. If Local Agency uses any State- approved DBE program for this Agreement, Local Agency shall
be solely responsible to defend that DBE program and its use of that program against all legal and other
challenges or complaints, at its sole cost and expense. Such responsibility includes, without limitation,
determinations concerning DBE eligibility requirements and certification, adequate legal and factual bases for
DBE goals and good faith efforts. State approval (if provided) of Local Agency's DBE program does not
waive or modify the sole responsibility of Local Agency for use of its program.
24. DISPUTES
Except as otherwise provided in this Agreement, any dispute concerning a question of fact arising under this
Agreement which is not disposed of by agreement shall be decided by the Chief Engineer of the Department
of Transportation. The decision of the Chief F.ngineer 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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EXHIBIT A, STATEMENT OF WORK
Scope of Work:
The Colorado Department of Transportation t,' CDOT") will oversee Weld County when Weld County designs and
constructs the Poudre River Trail Flood Damage Repair project (Hereinafter referred to as this work"). CDOT and
Weld County believe it will be beneficial to perform this work because the 2013 flood undercut and destroyed a
section of trail and has not been repaired The trail is still heavily used and the missing section is a safety hazard.
The project will include reconstruction of the trail, reinforcement of the river bank, and acquisition of a permanent
easement, This work will be located approximately 800' west of Kodak Bridge on the Poudre River Trail between
Windsor and Greeley.
This work will conform to AASHTO design standards, and all applicable federal and state requirements. The design
phase of the work is ongoing The design phase will identif}+ more exact requirements, qualities, and attributes for
this work (Herein after referred to as "the exact work''). The exact work shall he used to complete the construction
phase of the project. The construction phase of the contract shall begin as soon as the fall of 2017 and shall finish as
soon as reasonably possible. Each phase of work shall be completed by the `period of performance end date' which
will be agreed upon by the Weld County project engineer and CDOT local agency coordinator,
EXHIBIT B, SAMPLE OPTION LETTER
State Agency
Department of Transportation
Option Letter Number
ZOPTLETNUM
I,ocal 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 ZFYY3
State Fiscal Year ZFYY 4
State Fiscal Year ZFYY..5
Total for all state fiscal years
$ ZFYA�I
$ ZFYA 2
�
$ ZFYA3
$ 7_FYA�4
$ ZFYA, 5
$
ZPERSVCi 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 he 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, F 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 -I is
made part of the original Agreement and replaces Exhibit C. (The following is a ,VOTE only, please delete when using this
option. Future changes for this option for Exhibit Cshall he 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 I of 2
which fiords will he 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 I)
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 ,tliscellaneous); 2) to encumber funds for the
phase based upon changes in funding availability and authorization; and 3) to transfer funds from (describe phase from
which funds will be moved) to (describe phase to which funds will he moved) based on variance in actual phase costs and
original phase estimates. A new Exhibit C-1 is made part of the original Agreement and replaces Exhibit C.
'The following language must he included on .a1,1, 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 -I 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. Hiekenlooper. Governor
Date:
Executive Director, Colorado Department of Transportation
ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER
CRS §24-30-202 requires the State Controller to approve all State Contracts. This Agreement is not valid until
signed and dated below by the State Controller or delegate. Contractor is not authorized to begin performance until
such time. If the Local Agency begins performing prior thereto, the State of Colorado is not obligated to pay the
Local Agency for such performance or for any pads and/or services provided hereunder.
State Controller
Robert Jaros, CPA, MBA, JD
By
Date
EXHIBIT C — FUNDING PROVISIONS
A. Cost of Work Estimate
PROJECT#TAP C030-071 (SUBACCOUNT#21887)
The Local Agency has estimated the total cost the Work to be $447,890.00. which i
1.
a.
b.
BUDGETED FUNDS
Federal Funds
(80.00% of Participating Costs -TAP)
Local Agency Matching Funds
(20.00% of Participating Costs)
$358.312.00
$89,578.00
TOTAL BUDGETED FUNDS
$ 447.890.00
2.
OMB UNIFORM GUIDANCE
a.
Federal Award Identification Number (FAIN):
TRi)
b,
Federal Award Date (also Phase Performance Start Date):
See Below
c.
Amount of Federal Funds Obligated by this Action:
$ 0.00
d.
Total Amount of Federal Award:
$ 358,312.00
e.
Name of Federal Awarding Agency:
FHWA
f.
CFDA Number
CFDA 20.205
g.
Es the Award for R&D?
No
h.
Indirect Cost Rate (if applicable)
N/A
3.
ESTIMATED PAYMENT TO LOCAL AGENCY
a.
Federal Funds Budgeted
$ 358,312.00
b.
Less Estimated Federal Share of CDOT-Incurred Costs
$0.00
TOTAL ESTIMATED PAYMENT TO LOCAL AGENCY
$ 358,312.00
4.
FOR CDOT ENCUMBRANCE PURPOSES
a.
Total Encumbrance Amount
$ 0.00
h.
Less ROW Acquisition 311 l and/or ROW Relocation 3109
$0.00
Net to be encumbered as follows: f
$ 0,000,000.00
Note: No phase funds are currently available. Design, Construction, ROW, and Misc. funds will become
available afterfederal authorisation and execution of an Option Letter (Exhibit 8) or arntal Amendment:
WBS Element 21887.20.10
Performance Period Start"/End Date
TBD / TBD
Const.
3301
$ 0.00
Exhibit C - Page I of 2
B. Matching Funds
The matching ratio for the federal participating fiends for this Work is 80,00% federal -aid funds to 20 00% Local
.Agency dirt.- hcio ui tdcistood that such ratio applies only to th,1 D447 OYV iii that is eligible federal
_ .ui wa,
participation, it being further understood that all non -participating costs are borne by the Local Agency at '00% If the
total participating cost of performance of the Work exceeds `6447,890.00, and additional federal funds are made
available ter the Work. the Local Agency shall pay 20.00% of all such costs eligible for federal participation and
00% 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 oldie Work is less than $447,800.510, then the amounts
of Local Agency and federal -aid funds will he 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 U58,3 I ?.00 (for C'DOT
accounting purposes, the federal Rinds of $358,3 i 2.00 and the Local Agency matching funds of $89,578.00 will he
encumbered for it total encumbrance of $442.890,00), unless such amount is increased by an appropriate written
modification to this Agreement executed before any increased cost is incurred. It is understood and agreed by the
parties hereto that the total cost of the Work stated hereinbefure is the best. estimate available, based on the design data
as approved at the time of execution of t.liis Agreement, and that such cost is subject to revisions i in accord with the
procedure in the previous sentence) agreeable to the parties prior to bid and award.
The naxunum 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. E. 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
lithe Local Agency expends less than $7$0.000 in Federal funds (ail federal sources, not just Highway
funds) in its fiscal year then this requirement does not apply.
R. Expenditure of $750,000 or more -Highway Funds Only
it the Local Agency expends $750,000 or more, in Federal funds, but only received federal Highway
funds (Catalog of Federal Domestic Assistance, C'FDA 20 205) then a program specific audit shall he
performed. This audit will examine the"financial" procedures and processes for this program area.
iii. Expenditure of $750,000 or more -Multiple Funding Sources
t the i neat +A e nctr experds $750,000 u' more in Federal fonds, and the Federal funds are from multiple
sources t F1'A. Heft), 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.
Fxliibit t' - Page ? u12
EXHIBIT D, LOCAL AGENCY RESOLUTION
EXHIBIT E, LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST
LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST
The following checklist has been developed to ensure that all required aspects of a
project approved for Federal funding have been addressed and a responsible party
assigned for each task.
After a project has been approved for Federal funding in the Statewide Transportation
Improvement Program, the Colorado Department of Transportation (CDOT) Project
Manager; LocalAgencyproject manager, and CDOT--Resident €ngineer-prepare the
checklist. It becomes a part of the contractual agreement between the Local Agency
and CDOT. The COOT Agreements Unit will not process a Local Agency agreement
without this completed checklist. It will be reviewed at the Final Office Review meeting
to ensure that all parties remain in agreement as to who is responsible for performing
individual tasks.
xv
COLORADO DEPARTMENT OF TRANSPORTATION
LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST
Project No,
TAP C030-071
STIP No.
SR47020.027
Project Code
21887
Region
04
Project Location
Poudre River Trail between Greeley and Windsor
Date
12/12/2016
Project Description
Poudre River Trail Flood Repair
Local Agency
Weld County
Local Agency Project Manager
Devin Traff
CDOT Resident Engineer
Katrina Kloberdanz
CDOT Project Manager
Jake Schuch
INSTRUCTIONS:
This checklist shall be utilized to establish the contract administration responsibilities of the individual parties to this agreement.
The checklist becomes an attachment to the Local Agency agreement. Section numbers correspond to the applicable chapters
of the COOT Local Agency Manual.
The checklist shall be prepared by placing an "X" under the responsible party, opposite each of the tasks. The "X" denotes the
party responsible for initiating and executing the task. When neither COOT nor the Local Agency is responsible for a task, not
applicable (NA) shall be noted. In addition, a "#" will denote that COOT must concur or approve.
Tasks that will be performed by Headquarters staff will be indicated. The Regions, in accordance with established policies and
procedures, will determine who will perform all other tasks that are the responsibility of COOT.
The checklist shall be prepared by the COOT Resident Engineer or the COOT Project Manager, in cooperation with the Local
Agency Project Manager, and submitted to the Region Program Engineer. If contract administration responsibilities change, the
COOT Resident Engineer, in cooperation with the Local Agency Project Manager, will prepare and distribute a revised checklist.
NO.
DESCRIPTION OF TASK
RESPONSIBLE
PARTY
LA COOT
TIP / STIP AND LONG-RANGE PLANS
2-1
J Review Project to ensure consistency with STIP and amendments thereto
I X
FEDERAL FUNDING OBLIGATION AND AUTHORIZATION
4-1
Authorize funding by phases (COOT Form 418 - Federal -aid Program Data. Requires FHWA
concurrence/involvement)
X
PROJECT DEVELOPMENT
5-1
Prepare Den Data - COOT Form 463
X
X
5-2
Prepare Local Agency/COOT Inter -Governmental Agreement (see also Chapter 3)
X
5-3
Conduct Consultant Selection/Execute Consultant Agreement
X
#
5-4
Conduct Design Soaping Review meeting
X
X
5-5
Conduct Public Involvement
X
5-8
Conduct Field Inspection Review (FIR)
NA
5-7
Conduct Environmental Processes (=yam*. FHWA co ncurcence/hwalvement>
X
X
5-8
Acquire Right -of -Way (may regiire FMWA
X
N
5-9
Obtain Utility and Railroad Agreements
X
5-10
Conduct Final Office Review (FOR)
X
X
5-11
Justify Force Account Work by the Local Agency
X
#
5-12
Justify Proprietary, Sole Source, or Local Agency Furnished items
X
it
5-13
Cocument Design Exceptions - COOT Form 464
X
IP
5-14
Prepare Plans, Specifications and Construction Cost Estimates
X
Al
5-15
Ensure Authorization of Funds for Construction
-
X
CDOT Form 1243 09/08 Page 1 of 4
Previous editions are obsolete and may not be used
E%AUbil E. Page 2 or 5
NO.
DESCRIPTION OF TASK
RESPONSIBLE
PARTY
LA COOT
PROJECT
DEVELOPMENT CIVIL RIGHTS AND LABOR COMPLIANCE
6-1
Set Underutilized Disadvantaged Business Enterprise (UBDE) Goals for Consultant and
Construction Contracts (COOT Region EEO/Civil Rights Specialist
NA
6-2
Determine Applicability of Davis -Bacon Act
This project ■ is ® is not exempt from Davis -Bacon requirements as determined by the
functional classification of the project location (Projects located on local roads and rural
minor collectors may be exempt )
Katrina Kloberdanz 12/12/2016
X
COOT Resident Engineer(Si9nature on File) Date
6-3
Set On -the -Job Training Goals. Goal is zero if total construction is less than $1 million (COOT
X
6-4 Title VI Assurancesill
X
Ensure the correct Federal Wage Decision, all
grequired Disadvantaged Business
Enterprise/On-the-Job Training special provisions and FHWA Form 1273 are included in the
Contract (CDOT Resident Engineer)
X
ADVERTISE, BID AND AWARD
7-1
Obtain Approval for Advertisement Period of Less Than Three Weeks
X
aK
7-2
Advertise for Bids
X
7-3
Distribute "Advertisement Set" of Plans and Specifications
X
7-4
Review Worksite and Plan Details with Prospective Bidders While Project is Under
Advertisement
X
7-5
Open Bids
X
7-6 Process Bids for Compliance
X
Check COOT Form 1415 - Certificate of Proposed DBE Participation when the low bidder
meets OBE goals
X
Evaluate CDOT Form 1416 - DBE Good Faith Effort Documentation and determine if the
Contractor has made a good faith effort when the low bidder does not meet DBE goals
X
Submit required documentation for CDOT award concurrence
X
7-7
Concurrence from CDOT to Award
X
7-8
Approve Rejection of Low Bidder
X
-9
Award Contract
7-10
Provide "Award" and "Record" Sets of Plans and Specifications
)(
CONSTRUCTION MANAGEMENT
8-1 Issue Notice to Proceed to the Contractor
X
8-2 Project Safety
X
8-3 Conduct Conferences;
Pre -construction Conference (Apperc t3)
X
X
Presurvey
• Construction staking
• Monumentation
x
X
Partnering (Optional)
X
Structural Concrete Pre -Pour (Agenda is in COOT Construction Manual)
X
Concrete Pavement Pre -Paving (Agenda is in COOT Construction Manual
HMA Pre -Paving (Agenda is in COOT Construction Manua!)
8-4
Develop and distribute Public Notice of Planned Construction to media and local residents
X
8-5
Su.ervise Construction X
A Professional Engineer (PE) registered in Colorado, who will be "in responsible charge of
construction supervision."
clay K1mini 970-304-64% EXT 3711
X
J
Local Agency Professional Engineer or Phone number
COOT Resident Engineer
COOT Form 1243 09/06 Page 2 of 4
Previous editions are obsolete and may not be used
NO.
IIIProvide
8-6
DESCRIPTION OF TASK
RESPONSIBLE
PARTY
LA CDOT
competent, experienced staff who will ensure the Contract work is constructed in
accordance with the plans and specifications
X
Construction inspection and documentation
X
Approve Shop Drawings
X
8-7
Perform Traffic Control Inspections
X
X
8-8
Perform Construction Surveying
X
8-9
Monument Right -of -Way
X
8-10
Prepare and Approve Interim and Final Contractor Pay Estimates
Provide the name and phone number of the person authorized for this task.
Clay Kimmi 970-304-6497 EXT 3741
X
Local Agency Representative Phone number
8-11
Prepare and Approve Interim and Final Utility/Railroad Billings
X
8-12 ^
Prepare Local Agency Reimbursement Requests
X
8-13
Prepare and Authorize Change Orders
x
0
8-14
Approve All Change orders
X
8-15
Monitor Project Financial Status
X
8-16 ,
Prepare and Submit Monthly Progress Reports
X
8-17
Resolve Contractor Claims and Disputes
X
8-18
Conduct Routine and Random Project Reviews
Provide the name and phone number of the person responsible for this task,
Long Nouven 970-350-2126
x
CDOT Resident Engineer Phone number
MATERIALS
9-1
Conduct Materials Preconstruction Meeting
x
X
9-2
Complete CDOT Form 250 - Materials Documentation Record
• Generate form, which includes determining the minimum number of required tests and
applicable material submittals for all materials placed on the project
• Update the form as work progresses
• Complete and distribute form after work is completed
X
X
x
9-3
Perform Project Acceptance Samples and Tests
X
9-4
Perform Laboratory Verification Tests
X
9-5
Accept Manufactured Products
Inspection of structural components:
• Fabrication of structural steel and pre -stressed concrete structural components
• Bridge modular expansion devices (0" to 6" or greater)
• Fabrication of bearing devices
X
X
X
X
9-6
Approve Sources of Materials
X
9-7
Independent Assurance Testing (IAT), Local Agency Procedures CDOT Procedures I3
• Generate IAT schedule
• Schedule and provide notification
• Conduct IAT
X
X
X
9-8
Approve Mix Designs
• Concrete
• Hot Mix Asphalt
X
X
9-9
Check Final Materials Documentation
x
9-10
Complete and Distribute Final Materials Documentation
X
CDOT Form 1243 0!106 Page 3 of 4
Previous editions are obsolete and may not be used
:..i m E, Page 4 or 5
CONSTRUCTION CIVIL RIGHTS AND LABOR COMPLIANCE
10-1
Refill Protect Bulletin Board and Pre-construcdon Packet Regtdrgrrtenot
X
10-2
" 10-3
Process CDOT Form 205b - Sublet Permit Application
Review-end-sign.compieted COOT Form 205 -for each subcontractor, and submit to
EEO/Civil Rights Specialist
a'f
� V
Conduct Equal Employment Opportunity and Labor Compliance Verification Employee
Interviews. Complete COOT Form 280
X
10-4
Monitor Disadvantaged Business Enterprise Participation to Ensure Compliance with the
"Commercially Useful Function" requirements
X
10-5
Conduct Interviews When Project Utilizes On -the -Job Trainees. Complete COOT Form 200 -
, OJT Trainin Questionnaire
X
10-6
CWak Ct i Payrolls (Contact the Region EECxtCF RiVitt 9Jredt7lI t t for fr (egos)
10-7
Suttntit FHWA Form 1391 - Htghwray Construction Contractor's Annual EEO Report
X
FINALS
X
11-1
Conduct Final Project Inspection Complete and submit COOT Form 1212 - Final
Acceptance Report (Resident Engineer with mandatory Local Agency participation.)
X
11-2
11-3
Write final Project Acceptance Letter
X
Advertise for Final Settlement
X
11-4
Prepare and Distribute Final As -Constructed Plans __ ...... '
X
11-5
Prepare EEO Certification
X
11-6
Check Final Quantities, Plans and Pay Estimate; Check Project Documentation; and submit
Final Certifications
X
11 7
Check Material Documentation and Accept Final Material Certification (See Chapter 91
X
11-8
Obtain CDOT Form 1419 - Contractor DBE Payment Certification from the Contactor and
submit to the Resident Engineer (Quarterly)
X
11-9
Obtain FHWA Form 47 - Statement of Materials and Labor Used .,. from the Contractor
NA
11-10
Process Final Payment
X
X
11-11
Complete and Submit COOT Form 950 - Pro ec t Closure
X
11-12
Retain Project Records for Six Years from Date of Project Closure
X
X
11-13
Retain Final Version of Local Agency Contract Administration Checklist
X
X
cc: CDOT Resident Engineer/Project Manager
CDOT Region Program Engineer
CDOT Region EEO/Civil Rights Specialist
CDOT Region Materials Engineer
CDOT Contracts and Market Analysis Branch
Local Agency Project Manager
CDOT Form 1243 09/06 Page 4 of 4
Previous editions are obsolete and may not be used
rho„nu e. r,y, ; „i
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 I of
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 lE DBE
requirements the Colorado Department of Transportation DBE Program (or a Local Agency DBE Program
approved in advance by the State) apply to this agreement.
SECTION 2. DBE Obligation.
The recipient or its the Local Agency agrees to ensure that disadvantaged business enterprises as determined by
the Office of Certification at the Colorado Department of Regulatory Agencies have the maximum opportunity to
participate in the performance of contracts and subcontracts financed in whole or in part with Federal funds
provided under this agreement. In this regard, all participants or contractors shall take all necessary and reasonable
steps in accordance with the CDOT DBE program (or a Local Agency DBE Program approved in advance by the
State) to ensure that disadvantaged business enterprises have the maximum opportunity to compete for and
perform contracts. Recipients and their contractors shall not discriminate on the basis of race, color, national origin,
or sex in the award and performance of CDOT assisted contracts.
SECTION 3 pBE Proalram.
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 1721.
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 of2
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 I, FEDERAL -AID CONTRACT PROVISIONS FOR
CONSTRUCTION CONTRACTS
FHWA-1273 — Revised May 1, 2012
REQUIRED CONTRACT PROVISIONS
FEDERAL -AO CONSTRUCTION CONTRACTS
I. General
Nondiscrimination
Ill. Nons-ger arse Facilities
IV DaYitheaalete ea Related Act Piosns.ons
V Contact Wort Hours and Safety Standards Act
Provisoes
VF. Subletting or Assigning the Contract
VII. Safety: Accident Prehetttion
Val False Statements Conce nng Highway Projects
ix implementation of Clean Air Act and Federal Water
Pollution Control Act
Y. Canpeaa s with Oovernmentwide 5uspet eon and
Debarment Requirements
%1 Cettibcaion Regarding Use of Contract Funds for
Lobbying
ATTACHMENTS
A Employment and Maeenals Pede enae for Appalachian
Oeveacenent Highway System or Appalachian Local Access
Road Coetracts (it luded in Appalachian contracts greet
L GENERAL
I. Form FtWA-1273 must be physically incorporated n each
construction contract funded under Title 23 (excluding
emergency contracts solely intended for debris removal). The
conteclor tar subsenenearl must insert this torn et each
subcontract and further require its re:lesion in at lower tier
suboenbacts (excluding purchase orders, rental %teamevits
and other agreements for supplies or services j -
The ii p1oetee reepilantraisol from SWIM -1273 are
Mamor led by telenetse tor rota dew inter a n, peralhsee
order_ rental agreement or agreement for other services The
pnme.:ontrador steal be responsible for aorndiance by any
sub00A0a01e►, lower -ter subcontractor or serape provider
Fortin FHWA-1273 must be included in ail Federal -ad design -
build contacts, in all subcontracts and in lower tier
suboontaah excluding etrbeendeeN for deign sererioes,
purchase orders. rental agreements and other agreements for
supplies or services). The del ge-budder sled) be responsible
for compliance by any tibgeleactor. loser -tier subcontractor
or service provider
Contracting agencies may reference Form FHWA-1273 in bid
proposal or request for proposal documents, however, the
Farm FHWA-1273 must be physically 4tcarporaled (not
referenced) n all contacts_ subpoulolso and lower4lerr
subatomic!" (excluding purchase orders, rental agreements
and other agreements for suppies or services related to a
construction oonUact).
2 Subject to the applicabity online noted in the %lowing
sections, these contact provisoes shall apply to all work
performed an the contract by the mon►JNors own organization
and with the assistance of workers under the contractor's
immediate sucienntendence and to all wort performed on the
CarhCitt by pecewont, station work. m- by subcontract
3 A breach of any of the stipulations captained in these
Unused Contract Provisions may be suffcient grounds for
vathholding of progress peyt snb, withholding of final
payment, termination of the genera& suspension / debarment
or any other action determined lo be appropriate by the
contacting seamy and FHWA.
4 Selection of Labor During the performance of this cataract.
the contractor shall not use convict labor ;or any purpose
within the limb of a vanstuctien project on a Federal -aid
highway unless it is labor performed by convicts who are on
parole, supervised release. or probation. The term Federal -aid
highway does not include roadways functionally dassiied as
local roads ar rural minor collectors
II. NONDISCRIMINATION
The provisions of this section raleed to 23 CFR Pat 230 are
applicable to all Federalhoed construction contacts and to all
tsWled construction subpoena% of 110,000 or more, The
ppeeieions of 23 CFR Part 230 are not applicable to lofted
supply. mastering. or arehieenttral senate contacts
In addiden, die contractor and ant suboant eabee must opllpy
with the Followin0 policies: Executive *der 11244, 41 CFR ®0.
29 CFR 16255-1827, Tale 23 USC Section 140, the
Reha insion Act of 1973 as amended (29 USC 794). Title VI
of t e Chill Fights Act of 1484. as amended and Waled
regulations including 4g CFR Parts 21. 28 and 21, and 23 CFR
Parts 200. 230. and 833
The cersactor and all subcontractors must comply with: the
requirements of the Equal Opportttnr$y Clause in at CFR 60-
1.4%; and, for all construction contracts 1910040119 $10,000,
the Standard Federal Equal Employment Opportunity
Cunsiuction Contract Spep4oa110ns in 41 CFR 110.4 7.
Note. The U.S. Department of Labor has exclusive authority to
determine arnpnance with Executive Order 11246 and the
policies of the Secretary of Labor incuding 41 CFR 80. and 29
CFR 1825-1027. The 00001710 1,9 along and the FHWA hate
the authority and the responsibility to ensure oanplatce ahth
Title 23 USC Section 140, the Rehabiiitaion Act of 1973, as
amended (?G USC 734), and Tile VI of the Civil Rights Act of
1004, as attendee. and Mead regulations ncludng 40 CFR
Parts 21, 28 and 27: and 23 CFR Parts 200, 230, and 033
The following provision as adopted from 23 CFR 230 Appendix
A, well appropriate re'nsrans to conform to the U. S.
Department of abor ttS DOL; and FHWA regrremens.
1. Equal Employment Opportunity_ Equal employment
opp°thndy !EEO) requirements not to discrminate and to tare
affinnalive action to assure equal apponrtnity as set fordo
sender laws, etecutiveanSars, riles, 128 CFR 35,
29 CFR 1630.29 CFR 1425-1927 41 60 and 4G CFR 27 i
arid orders or the Secretary of Labor as modified by the
atrvisions prescribed herein. and mposed pasuant tc 23
U S.C 140 shall constitute the EEO and spamll0 affirmative
action standards for the contractor's project activities under
Exhibit f - Page 1 of 12
tats contract The pr:s talon of he Arnencars web Drsabeiies
Aim of iggO 12 u 3 C 121t31 1 at seq. set 'brit under 2:8 CFR
35 and 2P 0 R [8311 are ncorddrateldby re'erenbe n tits
JOrnT3lct. n the exeouoon of Ins COntratt the contactor
agrees reds the 'd(wnng PnewriLrn snecmc
requirement activites oaf EEO
a The pbwfaeaor nit wont with Are confiding !gooey and
Ahe Feieri ';oyelrrmene of Insure teal f hat trade every
dov4 faith ?ton Y. pervade eVuar itiao't+riiry *nth aO .al
d is Wiens rd tondrtront of employment Ind n tun review
Or activities :antler lie ;pnlract
o The =WWI" orb lcoapt Is its rperabng policy the
'olio- eg ;tetea.eet
Its the policy or this Canpawy 4 rested rtat apglaanty
are employedand that Nitbywat Ary tre.Med dirng
employment, without regard io heir rage religionsea. color
national ear gin • age ,e :nsabr ry 3.rdr acri.ri shall odium
employment wring demotion -Jr transfer reUVllmerrt _c
recruitment adueresiin9, iron 7r cemn main rates Of pay ate
other fonts di conpensaDon, aasd selection for training,
iniauaing appleelscsswp. pre-apprerwceslhp ardor cedhe..
lob Taming '
1. EFO Of/ier The air leaAor w!1 ies.gnate .via irate
mown to "he:ontracnng officers in 'EC Officer ehe wit nave
lie responsibility fee and roast be --spathe ref e#ece ely
admrnileedg and o omotry rife nave EEO program and who
must be +no1ed adequate authority and reeponsa0aty to
sn
3 Dissemination of Policy- Ail members of the oortfiolces
staff wino are at lhorrze,i to fire supervise promote and
discharge emplOrees. or Rho. ntvlarnmend such Actionaw who
are subetaneally reechoed n such arbor, tell be made fully
tgniZant or .and will implement the.ontratlors EEO policy
31111 c ntractuai r.spons Wiles to provide EEO n each grade
aria cilassitication of employment To ensure that the above
agreement will be met, the following *coons wt be [alien as a
mrimae h
a. Peuexlc meetings Jr supervisory and personnel uihce
employees .4 be cot ailed te!oie the start it ware and then
not toss lien Man once every salt months at +Mach cane the
contractor's Ell: policy and Is mpiementaton wi be
renewed arid esptared. the meetings rid be conaui ed by
tie EEO 3fTIver
o A l new super -testify a persannei ci &:e employees will be
given a thorough atdre vlsaion ray the EEC; Ofieat cownng
all melte aspects of the mnfadols EEC) trigeened ryes
thirty days following them reporting for duty with the =tractor
a. All personnel afro are engaged in direct recur tment for
tae xc.cl will be nistructed by hie E_'? Officer .n ire
con radii ; procedures 'tic -orating aria si:esj mirionties end
women
1 'donee, *no posters leery ionic tie soneactor's EEO
policy ear oe paced it areas madly irressrble to wootn•yees
apoiic ants .`or employment and Parent:ai ernoloyees
a The ow-tractor'5 E^ oat!cv And Ise procedures to
rnpiememt wee policy wall be Drought to the Etentioe of
empiorresits by means '/ rrneeeir as employee harabouts. or
rxtier appropcate means
4 Recruitment.. eVhen advervsng'or Amid re, s !fie
contractor rid nP ude n at adverasernents for ernioowees to
notation 'An Equal Ogetarturely Employer ' Al :ucr
arwro5anents roil be placed in pub licanons hawng .a large
circulation .rnong milord's and women I me area tore
which the protect work rraee wort naraiiy tie ler'vee
a, The contracted' will ionress Precluded try a raid
bargaining agreement. xxMua systematic ono direr:[
sternest trough Nate and whale arwplaye* referral
sources Sealy to yield drafted wwnreles and moneen To
meet this requirement the contractor A identify sauces a'
pofrridal minority group employees, and establish with such
aerated sources procedures rrheweby minority and women
applirares may be reeneij io ire aonb7ccor ;or employment
con s aderaoon.
o In the event the oonaracbr has a valid oirga.wig
agreement providing to exclusive tkriq l referras, the
contractor Is eipeeted to observe tat proasions of shat
arwMrtt an the extent that the system meets the o ntractur's
cdmpitance with EEO tater tx Provisions Where
mp4mrnaron it such an apnenent has the elect of
dsscretvnatisg against minorities or wannn or obligates -he
contractor IO do Ise same sLcn InpleRIMtaabn Yioiatei
ealeral none scrn.mnaoon ameision5
The con 41, eel encourage its IMAM employees tr
refer minonbes and women as applicants f01 employment.
lnbrnnaedw and procedures with regard to refemng such
applicants will be discussed wei employees.
5. Personnel Actions: Wages, working wndnaons, and
employee benefits snail be established and arnrn.stered. and
twrsonner actions of every type adoring wig, upgrading.
Frampton transfer. amnion dyer, sad lenwaaben shat be
rates without regard to tare colorreligion, sex • narona
crsgirr age at acs. 1y The taming procedures snail se
fotltweerl-
A. The oonfaolor will conduct mow 'nspoedpns Jtpaalwot
sties co •nswe that waking conditions ad employee tactibt
ao six indicate disci -minatory teat-nert of privet site
personne
b The contractor will periodically eve/arab fie spread st
wages paid eaten eaoh aassificaron ID delemsme any
evidence of drscrRimatory rage aacbcef.
• tram xtntracta will pAnod.calfy rAunew serectea atescnner
actions n depth to dretermme whether there s evidence of
a%CI5riWS pn Where evidence ,s found. the :antracmr.4
penmpty See owe.. wean if Inc MINIM loserbs that the
lescrennabon may indeed oeyond the actions reviewed such
otereetiue actor shalt netude ate Bill coed persons
•d Tee contractor will urmptly namurgae all complaints of
alleged Oisenminator, made to Ise con n cantaceon
with Is oliagetons under this contract, wed atlernpt b *Boric
suan • oinplamts and will late appopnave craewmeO action
redly, a redsonabie foe lf the ', rtversfgalion emirates rat 'he
orscrvnnaeai may affect persons other thar the comeeanarn,
such aoriceye acilon shal nclude suu'n other persons capon
:ompietor •01 each •nvesogatior. the ocntraxbr will in us,
euerY :;on1pt dinhat of all of Mee avenues ill appeal.
6 Traetieq and Promotion.
3 The contractor will assist n irc.deng quairlyi g, Inc
increasing he sails of twhtxmes And wtxrwen who ire
applicants for employment or current employees Such efforts
should be armed at developing ad journey leuef status
employees in the type of trade or job classification 'untied.
b. Consdstent with the octteaclOF$ work force requirements
and as permissible under Federal and Stale regulations, the
contractor shalt made foal use of training programs, I. e.,
apprenliceshrp, and onallielab training programs for the
geographical area of cantracf performance. In the event a
special provision for training is provided under this csotraet,
this subparagraph wt be superseded as indicated in the
special prevision. The oohing agency may reserve
raining positions for persons who rerxiee welfare assistance
in accodaiae with 23 U.S.C. 140(al-
c. The contractor wall advise employees and .ppirants for
employment of evadable training programs and entrance
requirements for each.
d. The contractor will petodaalty review the traitwig and
promalon potential of who art minorities and
women and wi encourage etli ble employees to apply for
such training and promodon
T. Unions: If the contractor rates ri whole or n part upon
unions as a source of employees, the contractor will use good
faith efforts to obtain the cooperabon of such unions to
increase opportunities for minorities and women. Aeons by
the contractor. ether directly or trough a contractor's
association acting as agent, mil include the procedures set
forth beton
a. The contractor will use good faith efforts to develop. n
Cooperation with the unions, joint training programs aimed
toward qualifying more minorities aid women for membership
in the unions and increasing the skills of minorities and women
so that they may qualify for higher paying employment.
b. The contrapterwill use good faith efforts to incorporate an
EEO dause into each union agreement to the end that such
union Iii be contractually bound to refer applicants without
regard to their race, color, religion, sex_ national angora age or
disability.
o The contractor is to obtain imtonwabon as to the referral
praabcls and policies of the labor onion except that to the
extent such nformattion is within the exclusive possession of
the labor union and such labor union refuses to furnish such
nfownaeon to the contractor. the contractor shall so certify to
the contracting agency and shad set forth what dlclte have
been made to obfart such IdontMtion
d. In the event the union is unable to provide the actuator
eith a reasonable flow of referrals within the tine trait set forth
in the collective bargaining agreement, the CowbiOlet
through independent reonutment eons, fill the employment
vacancies without regard no race, ooror, religion, sex, national
origin, age or disability malting full efforts to obbin qualified
and/or qualifiable minorities and women. The failure of a union
to provide sufficient referrals (even though 4 is obligated to
provide exclusive referrals under the terms of a additUee
Carpeting agreement) does not relieve the contractor from the
replNremhereM of this pmogirph. to the Dort the union referral
p onswasB the oo,*aalor hen meeting the obligations
pursuant to Executive Order 11248. as amended, and these
special provisions, such contractor shat sonwiklileir ossify the
contracting agency.
�. Reasonable Accommodation for Applicants
Employees with Disabilities: The mentor must be 'amber
with the requirements For and comply with the Americans with
Disabilities Act and all rules and regulations established there
under Employers must provide reasonable accommodation ,n
all employment activities unless to do so would cause an
undue hardsthe.
3, Selection of $ ubcontractors, Procurement of Materials
and Leasing of Equipment The contractor shalt not
esetrtenate an the grounds of race, color religion, sex,
nateMtat opdn. age or 3sabiley in the selection and retention
of sebcoASate r'a. including movement of metniab and
teases of equipment The aonbacior shall take all necessary
aid reasonable steps to ensure nondiscrimination n the
admwsebaticn of this contract.
a. The caneaMcr shall notify all potential subcontractors and
suppliers and lessors of their EEO obligations under ars
contract
b. The contractor will use good faith efforts to ensure
subcontractor compliance with their EEO obigations.
10. Assurance Required by IS CFR 26.1340:
a, The requirements of 44 CFR Part 26 and the State
DOTs U.S DOT -approved DBE program are neorporated by
reference.
b. The paymaster or scbeono occur shad not disamirtale on
the basis of race, color, national origin, or sex n the
performance of this oontrad. The contractor shall cant' out
applicable requirements of 4g CFR Part 28 in the award awl
of DOT -assisted contracts. Fibre by the
contractor to carry out these r*g ilernents is a material breach
of dm contract which may resuk in the termination of this
contract or such other remedy as the contracting agency
deems appropriate.
11. Records and Reports: The otantraaor shall keep such
records as necessary to document cromp►ence 'teeth the EEO
requirements Such records shall be retained fora period of
three years Wowing the date of the final payment to the
comVador for all contract won and shall be available at
reasonable Imes aria places for inspection by authorial
l
representatives of the contracting agency and the FAILS.
J. The records kept by the contractor shat document the
following:
1 } The number and work hours of minanty and non-
minoriy group mambas and women employed in each work
classification on the project:
X2) The progress and awls berg made in cooperation
with unions, when applcabis, to increase employment
opportunities for minorities and women. area
;3; The progress and efforts being made in locating, hiring,
training, qualifying. and upgrading foment .% and women
b. The ccnsaclors and subcontractors will submit an annual
report to the contracting agency each July for the duration of
the protect, indicating the number of trwtonty, women, and
nar.rninarty group t4lp1T:f "";a currently snooped is each work
dastalltabOn reamed by the aottaat work This etfawiation s
to be reported on Pone FHWitel301 The staffing data should
represent the protect work force an board n at or any part of
the last papeet petrol preceding the ere of July for -theatre
training nt required by soeata► provision the amt a tie
Exhibit I - Page 3 of 12
sell be reyuered ^o :dlrct and 'won 7:nnmg iala. The
erfP,oMnerx data should reflect lee writ forcer in huarrI dunng
Ai or Ty :a a^^.e 1st oayroll pencil irecedinp tee enJ Jf
July
IU NONSEGREGATED FACILITIES
This pnavis+rn ,s appecabte -o art Federa-ana ::unstnectOr,
Currants ono to .alt Mateo-cvsstracbdn subamtructs of
000 ar more
The contractor merit Wtsure chat fact ties proward !vr
employers are prowled h suds 3 manner that segregation sir
he basis of race .d or -eager sex or natannal ongtr cannot
rerun The contractor may neither requite sails segregated
lase by WOW Of oral pails nor tOlrate mesh ale ey
e mpIayee e1r{1pn The taOerat ors obligation mire's flasher
to assure that 4s employees are now assigned to periarm ttee
seances at any blanch, under the ooeereep rs cations, where
tte laaroes are segregated The tern laxities' colons
wow llny roams or leas, restaurants and oilier eamg areas
`ne Jocks.:esaooms. washrorei. Inciter morns in peter
stowage or oreseng areas• perk,rg lots ',trotting Mantains
'!r anion r oneertanneot arras tiansportaeon anti ho,;s..g
prfelyded tor employees The aernrattor shall dwarr4e separate
or bnodeorier reiI rs aewt mopssay dressing Or sleeping
areas to assure privacy bpween sexes
A/ DAVIS -BACON AND RELATED ACT PROVISIONS
This section ,s appicable to Al �e grcm1-orb DonsetrcelDn
protects exceeding $.:_000 and to all rotated leapprdral6 aid
lower enr subcontracts ::regardless of subcontract uze I The
negurreeneeMi apply to all protects located Near the spin-of-
vaey of a eoadesay teat n'nctorally classified as Federai-aid
r+eptnray ties ewearass readeays lidettenelly dassileo as
beat roads or rural minor ealleeeMs whICit a e exempt
Contracting agencies may tile• to apply these requirements xi
other propION
The tclloaring provisions are from Meta Department of
Labor regulations es 29 CFR 5 5 'Contract prwrsiores and
related matters' with minor ow, tw as w cetfonn to the FWeA-
2'J format and FPWA anagram ter ,er.uerns
1 Minimum wages
a AU Laborers 3311.reitems serployed or atoning upon
to site of the wart, writ he paid .inoondioonally and not less
often than :are a week and enthout subsequent JlQaCtron a
abate on any awxntunt •'eecept such payroll deduct -Cons as are
aeonated by regulations rssaed try the ecrefary of Labor
•,ndw the rope -ern in x20 ;:^,FR 11i 'f .'.'rd rmo,,nt
watts and bona tlde'rrnob oetrefrs it JcA egrHvaaerr
ilrerertll due at time of pawners =meow at -nes opt less
thaw those .;arwined m the wage deremseahve of the
secretary of Labor with :s attached heretic ono made :a p.tt
hrfeot, reganleat of any ecru relationship which may
be anrged to emir fMwnee the radracta .all Lard' iabenws
and 'trdi nets
C inusbubons made rte looses antimalled nor bona
We Inns benefits under section Ishii c of he Daers 8a man
Ant an petal, ofatenen ha u , s we ,7nttsnlertd wages
pod to such laborers a macnawssubtect ro the picrusems
or paragraph ! a piths sectoralso, regular iontreeroons
rr ace or u,li moaned for more than i weekly penal i but not
less otter than duarterNb ander plans, imds or prowlers
which cover the uarscul r weekly person .e deemed con y
conpl actively made or sneered dump such weeny perked_
ion)taborets and mechanics shall be pacltee appeoprwte
wage 'ace and %age bsii/ts or die lute dNenen lion for
the xarsrfoigr d mark meetly pertorrwed, rewhout regard to
;kill, inapt as provided a 29 CFR S 1:7441 Lacorets Y
'l1errarlcs perfuming wort n more than tine classficabin
may be ,:x.pensated at the rite specified 'or each
classfiwbcn for the none actuafy waked ttieren °rowded.
That the employer's payroll records accurately set forth the
time Vert n each, classrficaton in what work s perfeenno
The wage aeterm,nation incitation any additional classfcanon
ant wage raters ixsforrr'eed under paragraph 1 b of tees
swoon • 3rrf fie Da,wi'3acon poster iW14-;321 t shall oe
ousted at ail dmrs by the a tractor and es subcontractors a
he sae 7 die work n a prominent and .acc:essibie place wne•Pe
can be easily seen by the workers
c •: I , 'he aotitrmtirrg officer trial? ear .re that Any class of
iaboerlrs ac mechancs, including 'vipers. which s not islets r
the wage Jeterrn netrnn anc onion, ,5 to tae employed ender the
contract shat be classified ,r. mfif3rtnance a rlh the nage
eNenvenaeim The cortractytg °Hoar shall approve an
alratiorsa claiirlicatlon and Loge ate and fringe benefit
therefore only when the itatIneng amens have been met -
work to be Perfrxmen by the ctassificatior
requested 5 'tot Performed by 3 dassFraton n -he rage
Jeremunabon .and
The z assfication is dnlrzeo ;n the area ey the
onstnacl sir ndersily- hid
•tr', The proposed wage rate, noiuding any bona fide
tinge benefits bears a reasonable reiationsanp to the
wage rates contained in the wage iltenenabon
.f the oortractor and the laoaers and mechanics oc Pe
employed n the tassrfirranion •rf known , or 'heir
sioreeentaares and the tewbetdatg officer agree on the
,iassdicaron and wage rate including the anoint
lesagnat rf 'or Inge benefits where apprnapntte!, a repot 3f
the alien until shat be sax by the OlriraWln :Alder to the
Admirmetilr of the Wage aidflour Prawn bynient
,tamdards Aationisuraeon, S Cepartmenr of L-abor,
Washington 0C 2C210 The Administrator, or an aulharzeo
representative, ctrl approtre. modify Or disapprove every
.aadttional classfiicabas action awthtn 30 days of receipt owns
so steno the conoecen41 officer or eel notify the Dot -bracing
o fficer mdse, tee 30 -day wood plat aideonaa tone s
near salt
3' In the event the Dore -actor the ,aoorers or moments
or be employed it the dassficattor or their representatives
and the consoling dt!tcer 10 not agree an the proposed
clisidlaeori roe wage rate rtncwdireg the arcane
des.gnated'or fr-nge benefits. where appropriate the
oontrarYlg officer stud refer the ataeslrons.:noludirg •hr
,news of a interested parties and the rnecnr+rneebatwn if tine
dentraattg:afrcer d the Wage net niour.\bnn6trator bop
,ieremsna0cn The Wage and Hour Adtrflslraia or an
w rhonzed representative will issue a letenntnahon .Nsr
?0 nays or -ecect and so adese the •contracting aft'' it
Will nobly the contracting officer within the 30 -day pored that
addbonat t me is necessary
141 The wage rate (.nduong thnge benefits where
appropriate) determined pursuant to paragraphs 1 b tt21 or
1.b f3 i of this section, shall be paid to all workers perform tg
worst n the c1assdicadon under ths contract tram the first
day on which worts vs perfumed in the class iicabns
c. Whenever the minimum wage rate presorted n the
contract for a crass of laborers or mechanics includes a tinge
benefit which is not expressed as an hourly rate, the contractor
shall either pay the benefit as stated im the wage dstenrtinafon
or shat pay another bona fide fringe oenefit or an hourly cash
equivalent thereof
d If he contractor does not make payments to a trustee or
other third person, the contractor may consider as part of the
wages of any laborer or mechanic the amount of arty costs
reasonably anticipated n providing bona fide tinge benefits
under a plan or program, Provided. That the Secretary of
Labor has found, upon the written request of the ontraotor,
that the appicable standards of lie Davis -Bacon Ain have
been met The Secretary of Labor may require the =meatier
to set aside n a separate aotosmt assets for the meeting of
obligations under the plan or program.
2. Withholding
The coneratrang agency shall upon its over action or upon
Arleen request of an autNomsd representable of the
Department of Labor. wit hftold or cause to be withheld tom
the contractor under the contract, or any other Federal
tvnb act with the same ewe eonbaeeer, or any other federally -
assisted contract subject to Dave-eacon prevailing wage
requirements. which is held by the same prime canlrapeer so
much of the accrued payments or advances as may be
considered necessary to pay laborers and mechanics.
ncluding apprentices- trainees, and helpers. employed by the
contractor or any sub lentietllorthe tun amount of wages
requited by the eonhan In the event of failure to pay any
laborer or madman. including any apprentice. trainee, or
helper, employed or working on the sire of the work., ai or part
of the wages required by the contact, the eoi*e.JWhg agency
may, alter written niece to the 000nhracsor, take such :action as
may be necessary to cause the suspension of any further
payment advance, or guarantee of finds untie such iriolabons
have ceased
3. Payrolls and basic records
a Payrolls and basic records relating beano shat be
maintained ay the contractor throng the course of the work and
preserved for period ce three yeas thereafter for all laborers.
and mechanics welting at the site of the work Such records
shall contain the name, address, and social security manner of
each such worker, his or her correct classification. hourly rates
of wages paid {including rates of aonlrbiAlons or costs
anhcpated for bona 5de fringe benefits or cash equivalents
thereof of the types deserted n section 1(11(21(9} of the
Oavis-Bacon Act), daily art weekly number of hours worked,
deductions made and actual wages pad, Whenever the
Secretary of Labe( has found under 29 CFR 5 5(a)(1 liv) that
lie wages of any iaboer or mechanic include the amount of
any costs reasonably anoopated in providing benefits under a
plan or program described in section 1ib(2',(9} or the Davis -
Sacco Act the connect shall maintain records which show
that the commitment to provide such benefits a enfotreabfe.
hat the pan or program a Fnanoaiy responeble, and that he
plan or program has been communicated in wing to the
laborers or mechanics affected, and records which show the
costs anticipated or the actual cost incurred n providing such
benefits. Caee'aowis emptying apprentices or trainees under
approved programs shall maintain written evidence of the
registration of apprenticeship programs and certalcaoon of
trainee prepanes, s, the r+eg stratxn of the appssntkss and
rairneel. and the new its wage rates onnenbed in the
applicable programs
b. (11 The @ottbener shall submit weekly for each week n
which any contract work is performed a copy of all payrolls to
the corfratieg way, The payrolls submitted mall set out
accurately and completely all of the information requited to be
iantained under 29 CFR 5.5ra I{3 ( }- except that ful social
security numbers and home addresses shall not be ',eluded
on weekly transmittals. Instead vt.he papa's shall only need to
',dude an individually it nI c -e number for each employee
e.g the last four digits of the employee's social seemly
number)_ The reatred weekly payroll information may be
submitted in any form desired Optional Form WH-347 is
available for this purpose from the Wage and Hour Division
Web site at hrpklrwww dol_goeiesafwhdffams,wh3ernstr,hen
or its successor see. The prime conlraWor 5 responsible for
the submission of copes of payroll by all subcontractor,.
Contractors and subcontractors shall maintain the tort social
security number and current adaeess of each covered worker,
and shalt provele them hhOen request to the etie come assay
for atansmissian to the State DOT, the FHWA or the Wage and
Hour Division of the Department of Labor for purposes of an
ovessipation or audit of compliance with prevaiing wage
requirements. It is notation*. of this section far a pine
contractor to raquve a mot to provide addresses aid
social security numbers to the prate oun1aoler'or its own
recordik without weekly submission to the contacting agency.
2) Each payroll submitted shall be accompanied by a
-Statement of Compliance,' signed ay tie ponitapbr or
subcontractor or his or icier agent who pays or supervises the
payment of the persons employed under the contract and shall
certify the halowints
i i t That the payroll for the payroll period contains the
information required to be provided under §5.5 (al(31t:v) of
Regulations, 29 CFR part 5, the appropriate information is
being maintained under g5, 5 tal(3l(i} of Regulations, 29
CFR part 5. and that such information 5 cornet and
complete.
That each laborer or mechanic (inducting each
helper, apprentice, and trainee) employed on the aondact
during the payroll period has been paid the full weekly
wages earned. without rebate either directly oringrecfy,
and tut no deductions have been made either directly or
from tae 811 wages caned anger than
penned dedo:bans as set forth es Regulations. 29 CFR
part 3:
tiC) That each laborer or mechanic has been pad not
less than the applicable wage rates and 'tinge benefits or
cash equivalents fa the classification of work performed.
as specified :n the applicable wage determination
ncorporated nto the contact.
Exhibit 1 - Page 5 of 12
+... foe weekly submssion of , property e.ecitaki
feroficabai set font on the reverse 540 tv` Optional ;oar
iti'F1-J47 snail satisfy he regwremerrt'or sutxniss on of the
"-raternere of rC can ame' re:Nired by paragraph ? b 2) of
ryas secton
141 the falsification of any *the agate ,xYLfr0.wons may
subject the contractor or subcontractor to coed or crtn:nat
aro5ecuvon under section 101]! 'Mollie '.fl arbo section 23 ;f
plate 3' of ^he iJnitec Stales Code.
The xrrltratDr or suboonerae* ' shall matte the reores
reyuireci under pan¢ -ph 3 i of this section avaitaole fix
insperton. Duffing, or trarrscnpmn by auiho red
representatves of the eerdraerlp agency lie State DCT the
iw , r me E)epeeoe thad LAor, and the a mit u. n
reptedentateres m eieerrow emplorples during waling tides
ur thereto ti the conleardee or subcontractor `ails to subm4 the
required records or to make there readable. the FMWA may
abet Wean novae to he oorltaeter. the ooetadrq awe or
the State DOT. take such action as may oe necessary to
cause the suspens.on of any Sather payment, advance, or
juararefe of kinds Furthermore `allure to submit me required
records upon request at t0 make such records available may
be grounds for debarment action pursuant to :b CFR 5 I.
!. Apprentices end trainees
a Apprentices ; programs of he iJ IOC L ;.
Ageort oces reel be permitted to wait at less than me
predetermined rate 'or me were they performed when they are
employed pursuant to aria nduiduaily registered :n a bona fide
aecrentioeehip program registered yeti the U S Oepalment of
-radon Employment and Training Adrneestrahon. Office of
Appeeriticesfie Training, Employer and Labor sennoes, *alb
b
a Mate Apprenticeship Agency recognized by the Office, or f 3
person ;s erepioyeo in his or her first PC days of probationary
employment as an appfentroe!ii such an apdiendeestsp
progfaln. who S not rdivrdually registered in the program. but
who has been c.etAted by the Office of Approrteieship
Training, Employer and Labor Services or a State
Aglineboecno Agency !wren approprate! to be euigiole for
probationary emplsymert es an appenllce
-he vtcwat>te ratio .;f aptpeerroces to journeymen or the jot
s to n any craft classification t/ riot be greater this the ratio
permitted to the ctraccar as to Ise entire Meal fugue ender
the regsrered program Any corlter'istee an 3 payed .st 3n
appeirebce wage rate who 15 nor registered or .otherwise
ernplurfeo as stated 3boxre shall de paro not less than tine
applicsole wage :ate on the rope detemrnabon'or the
classnccation art :err* acn.yly performed ^ adorer, any
alllplenece perfttwnrng work on the pb site :.n .actress of the
ratio wended ;igido the evened program shall be paid not
less than me applicable rage rate on the asps dole minion
br the wort actually pertained Where a ooitractbr 9
pwinnn,ng construction to 3 yrfe t In a io:aidv other !hap
that in which es proitan s registered the ratios and "rage
ales ;expressed in peronismoof die joumeymen's hourly
rateI specified r Ilse bantadlars or subcontractor's aey:sterera
program shy oe observed
Every appreniiee iwst be paid at not tens Tian the rate
soenfed ,n the egistered program for he apprentice's :ever of
progress expressed as 3 Derteeeir mf the ourrierymen hourly
'It
rate specified tr tie applicable wage deterrneiatcn
Applentoes shag be paid frnye benefit, ir. loaornanrro With
he prYe Sens of the aporetyrcesAi pnawarn f he
appreneceshrp program rites not soeafy range benefits
appreneces must be paid the'i amount: at'rnge oene!rs
hoed on the edge then n onion or the applicable
atasst6QaE0t ate Administrator leitmotiv's that a aAier?nr
praisers prevails tor the applicable apprentice iiassifeatwn,
firges shd oe paid r accordance with that aeter'w,ation
in he event the Jffice of Approneoeship Train;fig. Employer
and Labor Se: des. or 3 State A pprenraceinve Agency
Ilatg tzi d by the C'fice. withdraws approval of art
appreteceship program, the k -actor salt rsc *Vet be
permitted b Adze appointees at less than the apeenable
predetermined rare 'Or the Hart .pe fbrMild until an acceptable
program s approved
o Trainees 'programs of dye 43^:rat_;
Except as provided n :N CFR 5 t3, trainees veil not ce
permitted to work al less lan the predetermined rate nor the
row* fy ifr,rr,ia_d unless they are employed oursoarrt td and
ridiveleally registered n a program which fiat recited pnor
apptrvab. ei dencio try ?ormal cerlificabon by the LI _
Deportment of land, Employment aria Training
Admnesp'ipen
-he rata of trainees to lourneymefe on Tie :Oo site shall not tip
greater than pernsMld under the titan approved by lie
Employment and Training Adrnen seratm
Every trainee must be pad a mot less than the raw specified
n lire approved program for the train•_ s level of progress
expressed as a percentage of the lourrreyman hourly rare
specified in the appticabie wage determination. Trainees shall
be paid tinge benefits in accordetloe with the provisions at the
trainee program If the Trainee program does not mention
tinge benefits. Tainees shall be pad the fur amount of hinge
benefits !bald of he cage deterrnlnatdn unless the
Admitistraldr of the Wage and liar Division determnes that
there s an >pptenpceshp program associated wet the
airresponditp josmeyman wage rate on the wage
aeterminaton which proven for less than 'WI fnnge bentefit3
for apprentices any a Tr ysl listed or the payroll 3< a trainee
rate antis root wgilleree and participating fir a Training plan
approves by the Employment and T dining Admrnistrabon soy
be ward rot less than the applcabie wage rate on me' wage
onerminaeon fog the classification of wort actually performed
in adJrtion, any trainee peAdmng work on the lob see :n
excess tit the ratio perrnmed WWI( the reviewed program
shag be pad net less than :fie wage rare on the
wage oeternwratnn fir rfie work artuady performed.
in me ',went the Employmem ,inc' training aan:n:stra:nn
withdraws approval of a training btogram tie contractor will no
onger be oermtrte4 to utilize trainees at ,ese than de
appiicable predetermined rate nor the tot# ow -Famed „rain an
acceptable ctogam s aocrwed
Equal ernpto>)enent opportunity r he uhizahon cif
apprenticesmailers and ourryeymen railer this pat ;nal tie
n adri is !rity lath die take empio rnent opportunity
requirements of Executive ::ruler ! 1 24r1 ys ,amended and 21;
"FR part
Apprentices and Trainees rporgrams of the U.S DOT).
Appian llces and trainees wanking under apprenbceshp and
skill rating programs winch have been certified by the
Secretary of Transportation as promising EEO in comedian
with Federal -aid highway construction programs are not
subject to the requirements of paragraph 4 of this Section N
The straight erne hourly wage rates far appterWtces and
trainees under such programs will be established by the
particular programs The ratio of apprentices and trainees to
journeymen shall not be greater than permitted by the terms of
the particular program
5. Compliance with Copeland Act requirements. The
contractor shall candy with the requirements of 29 CFR part
3. which are incorporated by reference in this contract
6. Subcontracts. The contractor or submettraate shall insert
Form FHWA-1273 in any wd:ove acts and also require the
subcontractors to include Form A-MfA-1273 in any lower tier
subcci*acts. The prime contactor shall be responsible for the
compliance by any subcontractor or lower tier subcantraotor
+Mh all the contract clauses in 29 CFR 5.5.
7 Contract termination! debarment. A breach of the
contract clauses in 29 CFR 5.5 may be grounds for temmwnabon
of the contract and for debarment as a contractor and a
subcontractor as provided in 29 CFR 5.12
rt. Compliance with Davis -Bacon and Related Act
requirements. All rulings and intednatatons of the Dewis-
Bacon and Related Acts catttrrtred in 29 CFR parts 1. 3. and 5
are herein incorporated by reference in this contract
S. Disputes concerning labor standards. Disputes arising
out of the labor standards provsions of this contract shall riot
be subject to the general disputes datae of des eorttrla Such
disputes shag be resolved in accordance with the procedures
of the Department *Labor set forth in 29 CFR parts 5, 5, and
7. Disputes within the meaning of this clause bciude disputes
bstwssn the contractor far any of its subcontractors) and the
contracting agency, tee U S. Ospa titent of tabor. or the
employees or thee representatn es.
10 Cer lReation of eligibility.
a_ By entering .nto this contract, the contractor certifies that
neither t nor he or she) nor any person or firm who has an
interest in the contractor's firm is a person or rirnn ineligible to
be awadsd Government contracts by ems of section 3(a) of
the Davis-8acon Act or29 CFR 5.1 21a}11)
b hip part of this oontract shall be suboontranted to any person
or rem neligible for award of a Government contract by virtue
of section 3(a} of the Dave -Bacon Act or 29 CFR 5.12faff 1 ).
c The penalty for making false statements is prescnbed n the
U Cnminal Code, 18 U.S 1001
V. CONTRACT WORK HOURS AND SAFETY
STANDARDS ACT
The fallowing clauses apply to any Federal -aid construction
contract in an amount in excess of 5100,000 and subject to the
overtime provisions of the Contract Work Hours and Safety
Standards Art These clauses sAa be needed in addition to
the dames required by 2g CFR 5.5(a) ar 29 CFR 4.5. As
used in this paragraph. the terms laborers and mechanics
ndude watchmen and guards_
L Overtime requirements_ No contractor or subcontractor
contracting for any part of he contract work which may regtre
or involve the employment of laborers or mechanics shall
usquu a *perm( My such laborer or mechanic in any
workweek let vehichh be or sae 's wtpltoyed on such work to
work n excess of forty hours in such workweek unless such
laborer or mechanic receives compensation at a rate not less
than one and one-half times the basic rate of pay for all hours
waked n excess of forty hours n such workweek.
2. Violation; Nubility for unpaid wages; liquidated
damages. Le the event of any notation of the dause set forth
n paragraph (1 ) or this section. the contractor and any
subcontractor responsible Own* shall be lade for the
unpaid wages In addition, such contractor and subcontractor
shall be liable to the United States (in the case of work done
under contract for the District of Caiumhia or a territory, to such
District or to such territory), for liquidated damages. Such
liquidated damages shad be computed with respect to each
ndi ednal laborer or mechanic, including weatlwren and
guards, employed in violation of the clause set forth in
paragraph 11.) of this section. n the sum of $ lO kr each
calendar day on which such individual was required or
perhMsd to work n excess of the stancaro workweek at forty
boos without payment of the ovellme wages required by the
clause set forth in paragraph (1.101 Mc section
3. YWthholding for unpaid wages and liquidated damages.
The Fl -WA or die contacting agency stall upon its own action
or upon written request of an ateltotiasd representative of the
Department *Labor wedged or cause to be withheld, from
any moneys payaabts on account of work performed by the
contractor or subcontractor under any such contract or any
other Federal contract with the same pnrne contractor, or any
other federally -assisted contract subject to the Contract Work
Hours and Safety Standards Ad. which s held by the same
prme contractor, such sums as may be destmwted to be
necessary to satisfy arty liabilities *such contractor or
subcontractor for unpaid wages and liquidated damages as
provided in the clause set forth in paragraph i2.} of this
section_
A. Subcontracts, The contractor or subsidetassoe shall insert
n any subcontract M►e clauses set faith in paragraph (1. )
through (+ j of gas swoon and also a clause requiring the
subcontractors to include these dauses is any tower tier
subcontracts The prime contractor shall be responsible for
compliance by any subcontractor or lower tier subeenraCor
with the dames set forth in paragraphs (1 ) though (4.) of dos
section.
Exhibit I - Page 7 of 12
VI SUBLETTING OR ASSIGNING THE CONTRACT
nis "ro,5 . S :u ad !'eKfei a -.Nu e:U xuuuur!
;onside on the !vabonaa Highway System
The MinpSOmr snail perform web its own orgy eahon
;unvact work amounting to mm ess than k'1 penont for a
greater pevenbpe f spel led elsewhere n 'he contract) of
the total original comma price excluding arty specialty terns
designated by the oorttrxting agency. Specsalty items may be
pethlerwnd oy subcontract and the amount of arty such
specialty leers peclomreu ;nay n� dedw--teJ on) the tali
ringing :bneact priest oeicr'e Ceteptang the amount of wore
requited to be performed by he oaMrateer's awn :xgan,zaaon
23CFRd35 t1d
3. The tarm ',eafcmil ttar< with 'IS der' organ_.atior' reteeo
'C'Markets employed Or eased by the prime contractor, and
equipment owned or netted by the pnme pengZtp► rivet or
without operators Such term .aces riot include employees or
equipment of a suboonrtacoor or lower tier subcontractor
agents or the prime ..uiroactor or arty otter assignees The
aeon may include payments rot the costs of Wing reamed
employees iota an wripsoyee Hea rig firm rears ad relevant
Federal and State regulatory requirements !eased
employees may only be ,ncluded n this term f the pane
aeritacler meets all of the bllowwig condititafis
the pone ooraaactor maintains control aver the
sopenesion of the day-to-day acavities of the leased
employees
12 the pane oontiaetdr remains resporesibie for the quady
of the wart, of the leased employees.
the Vale apttjetur retains ad power to acsxpt of
esciude indivicual employees frOge work on the protect and
irij the prime dentreL'der remains ulbmatehy responsible tar
the pagrrt'cent of predetermined minimum types ne
SIAKtifiStr311 of awaits. saalavnenrs al ap.eiSah+ and all
other Fedora regulatory requirements
b 'Specialty Items' shall be onsttued to be tented to want
'hat wrfutres highly spteetgted her ledge abilities or
equipment loot ordinarily available in be type or contracting
arciant attons qualeed and expeceed to Sid or propose on the
camarx as 3 i tale anti n general are rib be filled to minor
xrnoonerrts of die oeerali aanoraa
2 The contract amount upon which the regueenterli set forth
n paragraph I of Secbon V! :s aompusw includes the oast of
raletiai and manufactured products which are b be
purcrtasttd or produced by the contractor vi leer- the oontra t
provisions
T ri a truto; =Jail `.,,m,sh a': 3 ;.anpere.,t a„ pennrendent
or supervisor wno is employed by the 'ran, has full .authority to
direct performance 4 the work n amalgam with he =tract
requireense and s n charge of all construction operations
iiregardess of who performs the work; and ;bi such other of Os
own organizational resources (supervision, management, and
engmeecng saryioesl as die contracting officer deem*nes s
necessary to assure the xr'omvrrce of the corrtrart.
4 No ponce or the axfvact shalt be NANA ass,gne'o 7,
athentiee disposed x exap with the ',umber onsent of the
ormaicbng ofFeer or authorised representative and soon
.onsets when giver, shad not be construed to 'ieleve the
oortlaator of any responseriity far the naditment Jt the
ronlact. 'Armen w.sent roll be ;even only after me
contacting agenmt has assured !hat ?act, s1.bCOtttract
evidenced :n wiring andt _>antains it bertetent prryv,sons
and requirenments ,.if the pane pore act_
r- 10"4, yell-pa+turmartx ,m uuen,ent ui parag ape , s
ear applicable in design -build airy -acts however oontractng
aaencaes may establish their own self -performance
requinernints
Vs. SAFETY ACCIDENT PREVENTION
n s p' o .: s on s aFp'-ivade to al =edeny-ciao
i:onstruciion o nlr,ras ann'o 4 related sub..nnrrxts
t in the performance of des cone -act eve taardradot shall
:imply wet Al applicable Federal, Stare and loom laws
goveri rig sa4ty, health, and sa tabor i23 CFR d35, - he
:nrCacior shall provide all safeguards safety devices and
protet:th'e equipment and tafte any other needed a tubs as t
oetPlminesor as the contracting odic*, Rely deterrnine lc be
masonabry n_ s,ay'C ;toter! the !ife and rtealth of
employees on the polo NM the safety of the public and to
protect property .n rgnrteollon with the per'on'arrce of the
writ coverer) toy the .rrantract
2 its a awxlgon utthis contract , anti snail be made a
oanaton of each subcontract, which the contractor enters rev
periwig to this set eadt, that the =andantes and any
subcontractor shat not permit any employee n p.rttannance
of the :contract, to wont it surroundings or under condemns
which are unsanitary hasenXres x dangerous to h sfier
hearth or safety as debeernined under aoristruction safety and
'death starrda sls 29 CFR ?'326 promulgated by die Se:reta,y
cif Lobar, n acottdiwce with Section 107 of the Oornract Wont
Hours and 3afery 3famdards Act 401. S C 3 %04i.
3 Pursuant to 2+I CFR 1Q t.3 r s a condition of this :antrac
that the Secretary of Labor or arthonaed reptesentaofre
thereof snail have right of entry to any sae of contract
performance to inspect or investrgate the matter at compuance
with the xnstriutor safety and heath standards and to carry
out the duties of the Secretary tawier aectitm I r of the
r.ontract Work Naas and ,afeiy 3tandaras Act i40
J :i C 2 704
Vet FALSE STATEMENTS CONCERNING HIGHWAY
PROJECTS
n t 0 0 s o n i swot*** so ail F ederai•.ya
cons -auction contraas and to al :-elated sutacontr'acts
in uroet tc assure nigh auaf,ty and durable arhstruelt rt ti
conformity with apgoved plans wart spec-ficabaons and a 'nigh
.degree :oaf 'mtiabiy on 31:aternerts inn reseri tcsm moor'
by engineers contractors_ suppliers and worker's on redo -ail-
ed Nighwey prtatectS, I is essential eat ad persons oxncemed
with the protect perform their Wancbons as care.taly thoroughly
and norresily as possible Willful talslmon. diStomdn. tr
misrppresentavon wet+ reseed Ri Jr! iar:ts related to 'he
orCtaat :s a violator of ederal'air To prevent any
misurdertpllrning -gaming die seriousness of these and
similar acts °o.rn :'NW 1-±022 shall oe pastttd on each
Feder:# -std '19nwaY project -23 ::FR V35i n one ;r more
pieces where d s really arailatfe to ad 'ersons itonterned
with Nee prrje't
r 3 C. ip1'fl teaos as hollows
F.ehibii I - Ih.i,c rS ttI
'Whoever. been an officer, agent. or employee of the United
States, or of any State or Tertiary. or wtnoeeer wtseeier a
person association, firm. ar oorporation knowingly makes any
false statement. false representalion, or false report as to the
character, quality, quantity, or cost of the material used or to
be used, or the quantity or quality of the work performed or to
be performed, or the cost thereof in connection with the
submission of plans, maps, speafeakene. contracts, or costs
of construction on any highway or related project sutrmitied for
approval to the Secretary of Transportation; ar
Whoever knowingly makes any false statement. false
representation, false report or false clam with respect to the
character. quality, quantity, or cost of any work perfumed or to
be performed. or materials furnished or xi be furnished. in
connector wrth the construction of any highway or related
project approved by the SSete ry of Transportatow; or
Whoever knowingly makes any false statement: or false
representation as to material fact in any statement_ certificate.
or repon submitted pursuant to proYeions of the Federal -ad
Roads Act approved July t, 1910, (39 Stat. 355), as amended
and supplemented,
Shall be fined under this title or imprisoned not more than 5
years or both.'
IX. MIPLENENTATION OF CLEAN AIR ACT AND FEDERAL
WATER POLLUTION CONTROL ACT
This provision is asOieallis to al Federal -aid construction
maraca and to all related statesman"
ay submission of des bidlptopo'sat or the eeecuton of this
oonlmot or subcontract. as appropitiMa, the bidder proposer.
Federal -aid consbvtthon erale glpr, or subcontractor, as
approval", will be deemed to haws stipulated as flows:
1 . That any person who is mall be utilized n the
pe€pear ante o€ this omon* is net prohibited from receiving an
) wand dote to a violation of Section 508 of he Clean Water Act
or Section 308 of the Clean Air Act.
2. That the contractor agrees to *aide or cause to be
included the requirements of pare paph II) o€ this Section X in
every seheettraat, and further agars to take such action as
the contracting agency may area as a means of enforcing
such requirements.
7L CERTIFICATION REGARDING DEBARMENT,
SUSPENSION. INELIGIBILITY AND VOLUNTARY
EXCLUSION
This provision'is applli t to .4 Federal -aid construction
contracts, desigabueid contracts. subcontracts. lower -tier
subcontracts. putdram orders, lease agreements, consultant
contracts or any other covered transaction requiring FHWA
approval or that s estimated to cost 5,000 or more - as
defined in 2 CFR Pais 180 and 1200
1. Instructions for Certification - First Tier Participants:
a. By signing and submitting this proposal, the prospective
Srst tier participant is providing the oertification set out below.
b. The inability of a person to provide the certification set out
below will not necessanly result n denial of paricipation n this
covered transaction. The prospective first tier participant shall
submit an explanation of why it cannot provide the certiioation
set out below. The aettlicatien or explanation wd 6e
considered in connection with the department or agencies
determination whether to enter nto this transaction However
failure of the prospective first tier participant to fuas eh a
certification or an explanation shall dhquaiify such a person
firm participation n this transaction.
c The ceS$oalion in this clause is a material tepresentaton
of fact upon which reliance was placed am the contract/1g
agency determined to enter into ors ttratsaoicn. if it 's later
det lmined that the prospective participant knowingly rendered
an erroneous certification, in aeon to other , aeries
available to the Federal Government, the contracting agency
may terminate this transaction for cause of default
d. The prospective first tier participant shall provide
immediate written notice to the contracting agency to whom
this proposal is submitted fi arty tine the prospective first tier
participant learns that its certifieatiar was erroneous when
submitted or bas become erroneous by reason of changed
circumstances
e. The terms 'covered o-,nsaction,' 'debarred.'
,.suspended," uMlinib{e, "participant,, 'person,' "prrcipal,"
and 'votirttartly excluded,' as thrall] Isis clause. are defined
n tR Pais 180 and 1200 'First Tier Covered
Transactions' refers to any covered transaction between a
grantee or subgrantee of Federal kinds and a participant (such
as the prime or general contract) 'Lower Tier Covered
Transactions' refers to any covered transaction under a First
Tier Covered Transaction such as subcontracts). 'First Ter
Participant' refers to the participant who has mend into a
covered liar$aatlttn vat, a grantee or subgrantee of Federal
funds (such as the prime or general contractor). 'Lower Tier
Participant' oho any participant who has entered into a
covered tranewee tit with a First Ter Participant or other Lower
Tier Participants {such as subcontractors and suppliers)
f The prospective first tier participant agrees by submitting
this proposal that. should the proposed covered transaction be
entered into, it shall not knowingly enter into any lower tier
covered tansaoflsn with a person Oa s debarred,
suspended, Odom indplble, or voluntarily excluded from
participation in this coveted transaction, unless authorized by
the department or agency entering into this transaction.
g. The prospective first tier participant 'tither agrees by
submitting thta proposal chat it will include the clause titled
"Certification Regarding Debarment, Suspension, esekgibiliry
and'loluntary Exclusion -Lower Tier Covered Transactions,'
provided by the department or contracting agency, enteric
no his covered transactor. without modification. n at beer
tier covered transactors and in of solitatatiors for lower ter
covered traetsaolm is exceeding the T25,t00Q threshold.
h. A participant n a covered transaction may rely upon a
certification of a prospective participant n a lower tier covered
transaction Hit is not debared. suspended, inatigibla or
voluntarily ertbrded from the covered ttansauiion, unless it
knows that the certification is enorrous A partlopam is
nesponsibl a 4oc ensuring that its preteiptfo are not suspended
debarred. or elthentrise ineligible to peritapate in covered
trans aclioas To verfy the eligibility of its principals. as well as
the eligibity of any lower tier prospective parbcipanes, each
participant may, but is net required to, check the Excluded
Parties List System website jhe s,'1 ,Mtls,aoriirj, which is
compiled by the General Services Administration.
Exhibit I - Page 9 of 12
Nothing ;ontatned n the Soregong shall be construe] to
,woute flee establ,srenemt of 3 system of recot1s n rider to
:render n yaood fait the certfic aIon moored by los Sauce
the knowledge and nftinnaion of the prspective participant
S not required tat exteted that Wwdh is normally possessed by
3 pr;dent person r the ordinary course of busaaess 3eai Cgs
Fseeptfor transaction authorized under paragraph
these ,Alltrueeorn, d a poetesses s n a coeereo transaction
rnowrr.* enters ,rite a ovate :ler covered trarsaCtl°n eel, a
Person who !s suspended detained neligibte x+Muntanly
excluded From perimpaben in dm Iransaction n a0ufon to
other remedies available to the Federal';r3ue-nment, doe
department or agency may terminate :his bansactlon far caiese
dr default.
2 Certification Regarding Debarment Suspension.
eteirgtbilty and Voluntary Fxclusion - First Tier
Participants.
3 The protspective first her oarlrWanr xnrf,.3 to :he rues- of
is xnowledge ono :whet that t and is keno pals
1 Are not presently debwneo. Suspendep proposes for
debutnent Undergo ineligible, v roluttarey excluded tan
participating m ;nver'cd bmsenlaps by any Federal
day ar Agency
2) 'nave not widen a tree -year period preradeng this
proposal been comeas d of or had a civil ltrdgrnienk rendered
against theme 'or co mes&n of fraud ar a Cfle llal offense m
con nec6rn. mat °btatnng. aeempiei o otrtarl, or perfarmutg
a pudic ?Feder* Stain or fool} transaction or contract under
3 piiolir. ransaction, widener, of Federal or State antitrust
statutes or Canenresion of embezzlement twit. forgery.
tnbery. ✓-alsificabon ur'lestrucbun rot mcorus roaring false
ttaemers. or reoewny stolen property..
3,i Are rid presently dice km °r Other>ttelle ueninally x
.,NIW chapped by a enitty !Fererel, State x
local) nth oonwasston of Pattyy of the offenses emotnet eked o
paragraph a?r2! U•,s War -IA ar, aria
41 Have not within a throe year period preceding this
3pOliC.ItlOnctelp0Sal had one or more publi: transace°ns
Federal State ex local, terminated `or tai;se x default
b Where the prospe.-tne participant s 3nab,e n :emir's to
any of the eta enneeese :n the oe(e3iaion, such pruspc eve
participant shall attach an explanation ro this proposal
Instructions for Certification - lower 1 er vartupanti
Apo+taoie :o ail stank-^o"33,.t5 turr,r--.air )r•J•-rs and tither
'meet tier transactors requirng onor FI-IWA approval of
estenarer, o omit 12. ,lfn ,3r more 7 '-R Paris 'Aft inn
12001
J 9y Krung 4110 subnwttng mils proposal the prospective
roomer tier is providing the , ertihration set out below
b The oertificaaon n ,l, o clause :s a matesal representation
)( root -.ip°n winch relianoe eras placed W en then R,Tsdcf,on
was entered nor rt :r s rarer determinerl Ira die orospechve
own Der participaht momentary rendered an erroneous
certification n adoteon to other tem,eoes available to the
Federal Govererner . she department or agency with much
of.s transaction originated mat pursue aia:iable remeres
npuoe+g suspensor' indite debarment
Tile prospective looter Der parncpent shad provide
immediate written notice on me person to abler, this proposal s
tubcnieed if at any emit the otofpeCtiuw loner tier pance,pani
learns that its oetereaton nets enormous by %Man .71
change° on enstarit'.es
d The terms '. cver,d transacnrm ' 'Opt -amyl '
Nnpenoed " irn,hhgibfe ' "parbctpant 'person principal.'
anti 'eoftaWanly excluded ' as uses n the clause are defined
n 2 ,CFR Perm 't30 and 1200 Yau may ca ntftil the person to
erode; gas ;evade IS submitted for assnatance e1 °teaming 3
Copy CO those regulations first rer Covered Transactions'
resets to any °Matte* transaction between a 3r3o ee or
sitbgantpe rf=ederal kinds and a participant stdiati as the
drew or general °oncraeti 't" deter'ei Covered Trans.xaons'
refers to any covered transaction under a First Tier Covered
raarsacfon isiictt 35 subcwttractsl First Tier parlcipan(
refers to Use postwar* who has entered nto a o,Dsrened
transartion with a grantee or suberaftee rnf edersi Hands
rsuch as the prime or general consactor'Lower Tier
articteart' refers any participant oho 'pas ente,-er1 ,ntc
.peered erai aopan nth a F:rst Ter a.e'ir_:pant .x ,other Lower
Ter P otevents :such as subcontractors ant, suppliers,
Tne procpeckee lower tier partripanr alters by
summating lees proposal Tat, should the proposed covered
!r3n5.actiaw be entered rnem i shall not tnotendy enter nto
any Ion r tier cawed era canner' wit a person saw s
:Debarred. suspended. declared rieiigttle x waluntanly
excluded from partripation in this eeeegf t-ansaction, unless
auteeretee by the department or agency orb tench !ors
no nsadtoe originated.
f The orospectle lower Per participant %irtner ,agrees b1
submitting thiS proposal mat t will intone hits xause titled
CerOboapon Rtrg:dmg i)eG41tnent, Suspensbn. hotel grbdlty
and Voluntary Exctuse , tamer Ter Covered Transaction,
enthosit modificationt n ail +ono rani coveted ransaotions aria
n .3 ;olictatnns for .over net ooverect transactions eacae0ng
ire $25.000 thresrou
g. A participant n a sered transaction may rely upon a
:ern frarion of a prosper, -nee oarac,pare in a lower Der 'Xverel
rnnsadt,on ;hat :s nor deoared, urspenoed 'nel.gDle or
uotuntarty emuderi 'tornthe onstereri ransartgn, unless ,1
snows -hat the ,rertfioaeon s eraeegas A pertcipant'S
"clumsibte fur errsurng that ,b p eiCrpals are not suspended,
3ebarreo. o ortetleee ineligible ru parvapete :n 73wered
ennsactons To keenly the eligibility of is anneals, as veil as
the el3grbity 10 any ewer Per are,epetttfire partciparili each
partic,panl ,nay, out is rot required ro, check die Excluded
patties L;s; System websde NW's, .haravir es___„„Land), ehicrr s
ier: ay 'he rrherai 3ernces Adm,n,slrairn
h h rhe9J .;onta.sed r' T.e'ore0png snail iw rstnied to
recites° establishment .7f 3 System: of IpCor'dS f' nrter ,to Veen'
n 400e'arth doe :M,fh:auon stare* by 'pis daaps'te. The
tncwAe ge and information of oareetpant 51O1 tt.ltnreca to
exceed that tih,.n s norr?wlly iossessec by a prudent person
n the ordinary course ti ars'ness leaags
epI our almta:sous aurcez o Waist p:rragrapn a „n
these wartime's 1 a participant n a =servo transactor
r
kr'awingly enters ere a atrer rtw covered transactron with a
e.rspr oho s 5.ispanden teharrwi rwiigible. •x voluntarily
excluded horn part opataun n ibis T3nsaction. ;n addition to
Dater remedies a'railabe to me Federal •L'ovemrnern the
department or agency with which this transaction originated
may pursue available remedies. including suspension andlor
debarment
CestiNeetion Regarding Debarment Suspension,
k eligbiityand Voluntary Exclusion —Lower Tier
Participants:
1, The prospective lower tier participant certifies. by
submission of this proposal, that neither it nor its principals is
presently debarred, suspended, proposed for debarment,
declared ineligible. or voluntarily excluded from participating in
ooverld transactions by any Federal department or agency
2 Where the prospective lower tier participant is unable to
cry to any of the statements n this certification. such
prospective participant shall attach art esptanaton to this
proposal
Rl. CERTIFICATION REGARDING USE OF CONTRACT
FUNDS FOR LOBRY1NG
This provision 's appattatble to ad Federal -aid construction
contracts and to all related subcontracts which exceed
1100,000 f4g CFR 2%
1. The proapeotnre participant certifies, by wi rwtg and
submitting this bud or proposal, to the best of hue or her
knowledge and belie that
a. No Federal appropriated funds have been paid or edt 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 y, 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
contract, the making of any Federal grantt, the making of any
Federal ban. the entering into of any ocaperabve agreement.
and the extension, continuation, renewal. amendment, or
modification of any Federal contract grant loan, or
cooperative agreement
b. If any funds other than Federal appropriated finds have
been paid or will be paid to arty person for influencing or
attempting b influence an officer or Nnployee of any Federal
agency, a Member of Congress. an officer or employee of
Compress. or an employee of a Member of Congress in
connection with this Federal contract, grant, loan. or
cooperative agreement, the undersigned shall complete and
submit Standard Form-LLL. -Disclosure Form to Report
Lobbying.' in accordance with its instructions.
2. This certification is a material representabon of fad upon
whrch reliance was placed when this transaction eras made or
entered into. Submission of this certification is a prerequisite
for making or entering into ides transaction imposed by 31
U S C 1352_ Any person who fails to fie the required
oeridication shell be subfed to a died penally of not leas than
110,000 and not mcre than 1100.000 for each such failure
3, The Prospective paetioparrt also agrees by submitting its
bid or proposal that the participant snail require that the
language of this certification be included n an lower tier
subcontracts. which ettoteed $100,000 and that a/ suds
recipients shall certify and disclose accordingly.
Exhibit I • Pagc 1 I of l2
ATTACHMENT A - EMPLOY1dF M ANC MATERIALS
PREFERENCE'JR APPALACHIAN DEVELOPMENT
HIGHWAY SYSTEM OR APPALACHIAN LOCrt{, ACCESS
ROAD CONTRACTS
'hs pt-rnisnon'5 apPcalbh to ad Feaerii-ari protects itrrem
rraer fe apgalartw, 4eyronar 2. pvorne..a a,y .)1 '96',
flume t e peAonmarrx oi th:s ,;rnnracr, contractnr
Jraertaaing :u Ju work wln ri' :5 D+ ay be.lune
,a5 or-Srte ea lk. %ha jrw MrrlMcrsc! to 4ual fieri persons who
regulate revue n the tabor area as design ell by are DM_
wherein the aonrrac t *fork ft srb`ah u X Iaa subresg,on or 71e
APpaiarn..r ,,f ,are State rrlrerefr the •.:.onrract emir s
studio, ercepr
extent:It .al gtrart:et; persons laigrrrtady res:ng n
Ire area are not avaoabtr
o = tr the r? asrn,abie ,eeos of the ttunfrartor rr emotes
.i.rf+'yrmrxy x spc. ally :.apes enceri oce ufl vei "extessaro 'o
asu�a awl trff n :tat...C.41,30 `:re contract wo n
For rc JOoyaroe of 714 awl -40w ofser empio erI M to
preserr x tarter 4mpioyees as the result or 3 I,a.rhn rnatcttve
�W^^9 ,orcric1 provwea that the n;rrber ai r,nnre5ioerrt
persons employed alder rr:s suhpa►aspabo . !r:, shad not
mesd 20 proem of me rotanumber of amptcllees'ynObyeo
by me cant aclix Jr the contract wort nerppt asmr,spripel n
aubpaai4pll tit Den(3,*
-he CeAraalar shall pHco a Ft, woo. weh die irate
E moloyment ienrsce indicating arIre Xassrfrcations ahale
laborers mechan.cs and other ennotoyeri requ-reC ro pslortr
Ire contract wort b': are number of employees mquireo
each clas44Icaoon.:c'. die data on stoat doe porbcpanc
eslnsale5 sue) 4i! ..., wail be rouged arty ;dl any other
pertinent n wynatotr -iqt bti the State Employment
Servtee to complete the ob 'Infer born The pb ',ping ,flay ba
Planed Ain the State Enogdowo.ar Servrx .n rrr♦ng or by
relephare if )bring the ocx,rse oaf the -.:arrract worn lie
tfomHeon subnbed by the eoreactpw :r rtre anginal ob Truer
s substar Lally modified, are parbapant shall monody nrxdy
he Stale Employment Service
1 The CartfaciR stud give tug bons, wagon to al q W rrf ell
u6 app ,carts Women to 'w by Ire Stale Emptoymwrl
service The comthjrw nut rert,.r±d rat grant ?mploymenr t
are ob apohcanrs ve o in ins, trprrrrur .re rest :tuxlifva ro
perform the uassyue on *work rwlwrwa
4 .1 firth'," c re Meow =o Young the piacfry of 1110 xaer oy
Ire caraway with the Stile Enbpytnent ;arvrce, die State
E?aplol/troett .ewe rs unable to refer err,'' "Nuelif elf cb
applianrs ro M rx,rlfacor nr less rttrar the %new
rertuesoea d+e irate Emoloymenc ,.ennce woe forwarr: a
,M:thare to be ,atotrJatdrr ndsca ,ny tere navaa toy ,:r
appkcants Sown »refcate shall on mane 4 pan of oho
Ontractow c nerm.alcnt rrrllen1 re:;urrfs :JGur rere,pl of 'des
lertiteate dr+ bMr7u'tor may employ p?rsnns lerb Jo lot
normally reje :n The labor area to rill poono,N atreertd ^.y ire
CertttlCate iOtarptstarfng'he o^.rl,*s::ars of wbparagraph !C..
a bnw
The prows.aas .Se 23 CFR 93.?, CT's ifo, fie
contracting agenr-e to prnv,cre a xrtractuai re4cLen-wive tar the
cse or rnmerari tescur^e !nail naiS narr,re rc fie App.aia: r, an
r?gron
I
re f7,ortrantor shall ,nck de the provisions of ',echoes
throwgr 4 of this Attachment A revery sub:Mettlet `ar work
which s fOr reasforlab4e nay oe lone as an-s4e work
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 kindby any person or organization involved in the
administration of federally -assisted programs.
Nondiscrimination
42 USC 8101 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 whole or
part, by federal funds.
ADA
The Americans with Disabilities Act (Public Law 101-336; 42 USC 12101, 12102, 12111-12117, 12131-12134,
12141-12150, 12161-12165, 12181-12189, 12201-12213 47 USC 225 and 47 USC 611.
Uniform Relocation Assistance and Real Property Acquisition Policies Act
The Uniform Relocation Assistance and Real Property Acquisition Policies Act, as amended (Public Law 91-
646, as amended and Public Law 100-17, 101 Stat. 248-256). (If the contractor is acquiring real property and
displacing households or businesses in the performance of the Agreement).
Drug -Free Workplace Act
The Drug -Free Workplace Act (Public Law 100-690 Title V, subtitle D, 41 USC 701 et sea.).
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 f - Page ( 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.
Fkhibil P1g. 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.T.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: httD.lffedgov,dnt ,corntwebform.
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 of4
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 ofthe 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
tttto://www,sam
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
h xhiHt K -
2 .‘,t !
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, induding 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), 780(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
atillimilmvw.colorado.govidosidtotsco/FFATAhtm.
6. Effective Date and Dollar Threshold for Reporting. The effective date of these Supplemental Provisions
apply to new Awards as of October 1, 2010. Reporting requirements in §7 below apply to new Awards as of
October 1, 2010, if the initial award is $25,000 or more. If the initial Award is below $25,000 but subsequent
Award modifications result in a total Award of $25,000 or more, the Award is subject to the reporting
requirements as of the date the Award exceeds $25,000. If the initial Award is $25,000 or more, but funding
is subsequently de -obligated such that the total award amount falls below $25,000, the Award shall continue
to be subject to the reporting requirements.
7. Subrecipient Reporting Requirements. If Contractor is a Subrecipient, Contractor shall report as set forth
below.
Exhibit K - Page 3 of 4
7.1 ToSAM. A Subrecipient shall register in SAM and report the following data elements in SAM for each
Federal Award Identification Number no later than the end of the month following the month in which
the Subaward was made.
7.1.1 Subrecipient DUNS Number;
7.1.2 Subrecipient DUNS Number + 4 if more than one electronic funds transfer (EFT) account;
7.1.3 Subrecipient Parent DUNS Number,
7.1.4 Subrecipient's address, including: Street Address, City, State, Country, Zip + 4, and
Congressional District;
7.1.5 Subrecipient's top 5 most highly compensated Executives if the criteria in §4 above are
met; and
7.1.6 Subrecipient's Total Compensation of top 5 most highly compensated Executives if
criteria in §4 above met.
7.2 To Prime Recipient. A Subrecipient shall report to its Prime Recipient, upon the effective date of the
Contract, the following data elements:
7.2.1 Subrecipient's DUNS Number as registered in SAM.
7.2.2 Primary Place of Performance Information, including. Street Address, City, State,
Country, Zip code + 4, and Congressional District.
8. Exemptions.
8.1. These Supplemental Provisions do not apply to an individual who receives an Award as a natural
person, unrelated to any business or non-profit organization he or she may own or operate in his or
her name.
8.2 A Contractor with gross income from all sources of less than $300,000 in the previous tax year is
exempt from the requirements to report Subawards and the Total Compensation of its most highly
compensated Executives.
8.3 Effective October 1, 2010, "Award" currently means a grant, cooperative agreement, or other
arrangement as defined in Section 1.1 of these Special -P ovisians: 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 Supplement& 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.
Pied
EXHIBIT L, SAMPLE SUBRECIPIENT MONITORING AND RISK
ASSESSMENT
CDOTSUBRECIPIENT RISK ASSESSMENT Date!
Name of Entity (Subrecipient)
Name of Project / Program
Estimated Award Period
Entity Executive Director or VP:
Entity Chief Financial Officer.
Entity Representative for this Self Assessment
Instructions: (See 'Instructions"tab bbr more information)
I Check only one bar fur mat quesnor. AD questions we required to be answered
: Mare the "Comment" section below the last question At additional responses
3 When complete, check the boar at the bottom of the form to authorize
Yes
No
N/A
EIt
ERIENCE ASSESS NT tar i. ,; WA
a.
is your entity new to operas rig or managing federal funds (has not done so within the past ?tree
years)'
L.
Is this funding program new for your entity (managed for less than three years)? Examples of
riding programs ,nctude CMAQ rAP, STP-M, etc.
C
I Does your staff assigned to the program have at least three furl years of experience with this
rogram?
i
4tal
AUDIT ASSESSMENT atiw ow WA
1
Has yaw entity had an an -site protect or grant review horn an external entity (e4, CDOT,
FHWA) w►tntn the last three years?
at Were there noncompliance issues it this prior review'
' _
1__
b i MA it were the number and extent of issues in prior review?
j
OPERATION ASSESSMENT ras as all
.4
Does your entity have a tone and effort reporting system in place to account far UM of al
employees' time, that can provide a breakdown of the actual time spent on each funded
project? TM); in the comment section please e+pfom how you intend to document 100% of
hours worked by employees and breakdown of Oboe spelt en each Airica tg project
FiNANClAL ASSESSMENT ism Wu
a1 toes your entity have an indirect oast rate that is approved and currents
I i
..
bt If Yom who approved the rate, and what date was It approved?
Is this grant award la% or more ofyour anhtys overall funding?
L
.tells
ao%
j
Has your entity returned lapsed' Rinds? 'Funds lapse" often they we id longer avarlaOte fir
Obileatian
J
L
Has your entity had dffloAty meeting tad meth requirements In the lag three years'
What O the total federal funding your entity has been awarded for the last federal fiscal year,
and what is your entity's fiscal year end?
Exhibit I. - Page I of I
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 ofa 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 tiie agreement,
the provisions of these Uniform Guidance Supplemental Provisions shall control. In the event ofa 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 shah have the meanings ascribed
to them below.
"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 Clow 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-reimbursencnt 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. fhe term does not include payments
to a contractor or payments to an individual that is a beneficiary of 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 3200.5 I.
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 Suhrecipients, 2 CFR §200.86
9.8. "State" means the State of Colorado- acting by and through its departments, agencies and institutions of higher
education.
9.9. "Subrecipient" means a non -Federal entity receiving an Award from a Recipient to carry out part of 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 Unitbrrn Administrative Requirements.
Cost Principles, and Audit Requirements for Federal Awards, which supersedes requirements from OMB
Circulars A-21, A-87, A -I I0, and A -I22, OMB Circulars A-89, A -1t12, and A-133, and the guidance in Circular
A-50 on Single Audit Act hollow -up The terms and conditions of the ( iniforrn Guidance flow down to Awards
w Subreeipients unless the Uniform Guidance or the terms and conditions of the Federal Award specifically
indicate otherwise.
9.1 1, "Uniform Guidance Supplemental Provisions" means these Supplemental Provisions for Federal Awards
subject to the OMB Uniform Guidance, as may he 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 I Jnitnrin Guidance, including but not
limited to these uniform Guidance Supplemental Provisions. Any revisions to such provisions autematicall}. shall
Exhibit \I - Page i ref 5
become a part of these Supplemental Provisions, without the necessity of either party executing any further instrument.
The State of Colorado may provide written notification to Subrecipient of such revisions, but such notice shall not be a
condition precedent to the effectiveness of such revisions.
11. Procurement Standards.
3.1 Procurement Procedures. Subrecipient shall use its own documented procurement procedures which reflect
applicable State, local, and Tribal laws and regulations, provided that the procurements conform to applicable
Federal law and the standards identified in the Uniform Guidance, including without limitation, §§200.318
through 200.326 thereof.
3.2 Procurement of Recovered Materials. If Subrecipient is a State Agency or an agency of a political
subdivision of a state, its contractors must comply with section 6002 of the Solid Waste Disposal Act, as
amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring
only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that
contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory
level of competition, where the purchase price of the item exceeds $10,000 or the "value of the quantity acquired
during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that
maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement
of recovered materials identified in the EPA guidelines.
4. Access to Records. Subrecipient shall permit Recipient and auditors to have access to Subrecipient's records and
financial statements as necessary for Recipient to meet the requirements of §200.331 (Requirements for pass -through
entities), §§200.300 (Statutory and national policy requirements) through 200.309 (Period of performance), and
Subpart F -Audit Requirements of the Uniform Guidance. 2 CFR §200.331(a)(5).
5. Single Audit Requirements. If Suhrecipient 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, (3l U.S.C. 7501-7507). 2 CFR §200.501.
5.1 Election. Subrecipient shall have a single audit conducted in accordance with Uniform Guidance §200.514
(Scope of audit), except when it elects to have a program -specific audit conducted in accordance with §200.507
(Program -specific audits). Subrecipient may elect to have a program -specific audit if Subrecipient expends
Federal Awards under only one Federal program (excluding research and development) and the Federal
program's statutes, regulations, or the terms and conditions of the Federal award do not require a financial
statement audit of Recipient. A program -specific audit may not be elected for research and development unless
all of the Federal Awards expended were received from Recipient and Recipient approves in advance a
program -specific audit.
5.2 Exemption. If Subrecipient expends less than $750,000 in Federal Awards during its fiscal year, Subrecipient
shall be exempt from Federal audit requirements for that year, except as noted in 2 CFR §200.503 (Relation to
other audit requirements), but records shall be available for review or audit by appropriate officials of the
Federal agency, the State, and the Government Accountability Office.
5.3 Subrecipient Compliance Responsibility. Subrecipient shall procure or otherwise arrange for the audit
required by Part F of the Uniform Guidance and ensure it is properly performed and submitted when due in
accordance with the Uniform Guidance. Subrecipient shall prepare appropriate financial statements, including
the schedule of expenditures of Federal awards in accordance with Uniform Guidance §200.510 (Financial
statements) and provide the auditor with access to personnel, accounts, books, records, supporting
documentation, and other information as needed for the auditor to perform the audit required by Uniform
Guidance Part F -Audit Requirements.
6. Contract Provisions for Subrecipient Contracts. Subrecipient shall comply with and shall include all of the
following applicable provisions in all subcontracts entered into by it pursuant to this Grant Agreement.
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 [1246, "Equal
Employment Opportunity" (30 FR 12319, I2935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by
Exhibit M - Page 2 of 5
Executive Order I 1375. "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and
implementing regulations at 41 CFR part 60, `Orrice of Federal Contract Compliance Programs, Equal
Employment Opportunity, Department of Labor...
"During the perforrnance of this contract, the contractor agrees as follows:
) fhe 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 ail 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 he 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 11 246 of
September 24, 1965, and by the rules, regulations, and orders ot'the Secretary of Labor, or pursuant thereto, and
will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for
purposes of investigation to ascertain compliance with such rules, regulations, and orders
(6) In the event of the contractor's non-compliance with the nondiscrimination clauses of this contract or
with any of such rules. regulations, or orders, this contract may he canceled, terminated or suspended in whole
or in part and the contractor may he declared ineligible tirr 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 I ) through (7) in every subcontract or
purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to
section 204 of Executive Order 11246 of September 24, 1965. so that such provisions will he 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 t`!t -.tea-�r vendor as a result of ,...,n direction, the contractor may request the initCii
States to enter into such litigation to protect the interests ofthe united States."
4.2 Davis -Bacon Act. Davis -Bacon :let, as amended (40 U S.C. 3141-31-18). When required by Federal program
legislation, all prune construction contracts in excess of `62,000 awarded by non -Federal entities must include a
provision for compliance with the Davis -Bacon Act. (40 CI S C.. 3141-3144, and 3146-31.48) as supplemented by
Department of Labor regulations (29 CF'R Part 5. 'Labor Standards Provisions Applicable to Contracts
Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be
required ut pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage
determination made by the Secretary of Labor. In addition, contractors must he required to pay wages not less
than once a week I'he 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 he
conditioned upon the acceptance of the wage determination, fhe non -Federal entity must report all suspected or
reported violations to the Federal awarding agency The contracts must also include a provision fm compliance
with the (Copeland "A nti-Kickback" Act i 40 U' S.C. ; 145), as supplemented by Department of Labor regulations
t29 ('FR Part i. "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in
Exhibit ed - Page 3 of
Part by Loans or Grants from the United States"). The Act provides that each contractor or Subrecipient must
be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of
public work, to give up any part of the compensation to which he or she is otherwise entitled. The non -Federal
entity must report all suspected or reported violations to the Federal awarding agency.
4.3 Rights to Inventions Made Under a Contract or Agreement. If the Federal Award meets the definition of
"funding agreement" under 37 CFR §401.2 (a) and Subrecipient wishes to enter into a contract with a small
business firm or nonprofit organization regarding the substitution of parties, assignment or performance of
experimental, developmental, or research work under that "funding agreement," Subrecipient must comply with
the requirements of 37 CFR Part 40I, "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-
(387), 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 (4211.S.C. 7401-7671 q) and the Federal Water Pollution Control Act as amended
(33 U.S.C. 1251-1387). Violations must he 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 he 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. S. Event of Default. Failure to comply with these Uniform Guidance Supplemental Provisions shall constitute an
event of default under the Grant Agreement (2 CFR §200.339) and the State may terminate the Grant upon 30 days
prior written notice if the default remains uncured five calendar days following the termination of the 30 day notice
period. This remedy will be in addition to any other remedy available to the State of Colorado under the Grant, at law
or in equity.
9. Effective Date. The effective date of the Uniform Guidance is December 26, 2013. 2 CFR §200.110. The
procurement standards set forth in Uniform Guidance §§200.317-200.326 are applicable to new Awards made by
Recipient as of December 26, 2015. The standards set forth in Uniform Guidance Subpart F -Audit Requirements are
applicable to audits of fiscal years beginning on or after December 26, 2014.
10. Performance Measurement
The Uniform Guidance requires completion of OMB -approved standard information collection forms (the PPR). The
form focuses on outcomes, as related to the Federal Award Performance Goals that awarding Federal agencies are
required to detail in the Awards.
Exhibit M - Page 4of5
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
Hello