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Home My WebLink About20173346.tiffRESOLUTION RE: APPROVE INTERGOVERNMENTAL AGREEMENT FOR A CNG FUELING STATION 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 a CNG Fueling Station 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 September 19, 2017, and ending September 18, 2022, with further terms and conditions being as stated in said intergovernmental agreement, and WHEREAS, after review, the Board deems it advisable to approve said intergovernmental agreement, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Intergovernmental Agreement for a CNG Fueling Station between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Public Works, and the Colorado Department of Transportation be and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said intergovernmental agreement. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 25th day of September, A.D., 2017, nunc pro tunc September 19, 2017. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: �j� &%5jClt ;(1 Weld Co ty Clerk to the Board BY: Deputy CI APP ED fi County Attorney Date of signature: I0/y/201'1 n P. Conway Freeman arbara Kirkmeyer cc : P(JC£R) 11/IMlt? 2017-3346 EG0074 Offi ni rake t l 9 MEMORANDUM DATE: September 25, 2017 TO: Board of County Commissioners FROM: Elizabeth Relford, Deputy Director SUBJECT: Consider Contract ID #1459 Intergovernmental Agreement for CNG Fueling Station Expansion The attached IGA is for $780,000 ($645,762 in federal CMAQ funds) for the expansion of the County's CNG station at 1113 H Street, which is needed due to the number of CNG vehicles the County now operates and will continue to acquire. Public Works staff asked the NFRMPO and CDOT to reallocate a portion of the funds originally approved for purchase of natural gas vehicles to the station expansion, since the low bid came in much higher than $780,000. However, on September 20, 2017, the NFR Technical Advisory Committee (TAC) voted to table its recommendation until the MPO staff can run revised calculations for air quality benefits. Unfortunately, the October TAC will be cancelled due to a conference MPO staff are attending so the TAC won't consider this item until November, after which it will need to go to the MPO Council. The MPO Council may be cancelling its November meeting as well. Staff recommends approval of the IGA to secure the grant funds. I am available to answer any questions you may have. ios &C/7 331/ £&0Y7'I Jim Flesher EPSka- ft° igegs Subject: Attachments: 22260 Weld County OLA 33100168518-HA4-ACC-00014.pdf FW: REVIEW AND SIGNATURE REQUEST: NEW OLA for Weld County 22260 - 331001685 From: Zachary - CDOT, Dale[ma ilto:dale.zacharastate.co.us] Sent: Tuesday, September 19, 2017 1:07 PM To: Elizabeth Relford <erelfordweldgov.com> Cc: Jake Schuch - CDOT <Ialce sch,uch@state.co.us> Subject: REVIEW AND SIGNATURE REQUEST: NEW OLA for Weld County 22260 - 331001685 Hello Elizabeth: Attached please find a .pdf of the above -referenced contract document for review and signature. Please do not modify the contract document in any fashion other than signatures. After completing your review, as this document has already been approved by our CUPS quality control unit, if there are no requested revisions please print three (3) single -sided copies and have each copy signed and dated by a representative of your organization who is authorized to bind the organization to the terms of the contract. Each of the three original copies must contain original signatures. I prefer blue ink for the signatures. Please return (trackable delivery is appreciated) the triplicate signed originals of the contract document and of the resolution or ordinance to: Dale Zachary CDOT Center for Procurement and Contract Services 4201 E. Arkansas Avenue, Suite 200 Denver, CO 80222 Please keep me advised of the time for signature and return of the triplicate original signed documents to me by the organization. This contract document is not fully executed and effective at this time. The document will be signed by the State Controller or Delegate at the final stage of the approval process. I will transmit a fully conformed copy of the effective document to you as soon as it is available to me and original hard copy of the fully executed and effective original contract document will then be mailed to the organization. 1 Please reply to acknowledge receipt of this email and attachments, and do not hesitate to contact me via telephone or email with any questions. Thank you for your assistance. Regards, Date Zachary Procurement and Contracts Administrator P 303075709131 I F 303.757.9669 4201 E. Arkansas Avenue, Suite 200, Denver, CO 80222 date.zachary®state.co.us I codot.gov I www.cotrip.org center for Procurement and Contract Services How am I doing? Let my manager know. 1 DEPARTMENT OF TRANSPORTATION Center for Procurement and Contract Services 4201 E. Arkansas Avenue, Room 200 Denver, Colorado 80222 (303) 757-9236 October 16, 2017 Elizabeth Relford Weld County Public Works 1111 H Street, PO Box 758 Greeley, Colorado 80632-0758 Re: Routing No.: Dear Elizabeth: 18-HA4-XC-00( Subaccount No.: 22260 STATE OF COLORADO Enclosed for your records on this project please find an original, fully executed and effective copy of the contract referenced above. Should you have any questions or require additional assistance regarding this contract document, please do not hesitate to contact me at (303) 757-9131 or dale.zachary@state.co.us Should you have any questions regarding the Scope of Work or Notice to Proceed, if applicable, please contact the contract Project Manager. Thank you. Sincerely, 4 Caitlin Adams on behalf of Dale Zachary Contract Administrator Enclosure OLA #: 331001685 Routing #: 18-HA4-XC-00014 STATE OF COLORADO INTERGOVERNMENTAL AGREEMENT Signature and Cover Page State Agency Department of Transportation Agreement Routing Number 18-HA4-XC-00014 Local Agency WELD COUNTY GOVERNMENT Agreement Effective Date The later of the effective date or September 19, 2017 Agreement Description PROJECT#AQC C030-074 Agreement Expiration Date September 18, 2022 Project # 22260 Region # 4 Contract Writer DZ Agreement Maximum Amount $780,000.00 THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT Each person signing this Agreement represents and warrants that he or she is duly authorized to execute this Agreement and to bind the Party authorizing his or her signature. LOCAL AGENCY WELD COUNTY GOVE NT STATE OF COLORADO John W. Hickenlooper, Governor partment of Transportation S en P. Bhatt, Executive Director ` ill.c a Signature Julie A. Cozad, Chair Joshua Laipp _ _, Chie meer Date: JO 3 I t7 By: (Print Name and Title) Date: 9/25/2017 2nd State or Local Agency Signature if Needed LEGAL REVIEW Cynthia H. Coffman, Attorney General D/ 1).--1 Signature Assistant ttorney General By: (Print Name and Title) Date: By: (Print Name and Title) Date: In accordance with §24-30-202 C.R.S., this Agreement is not valid until signed and dated below by the State Controller or an authorized delegate. STATE CONTROLLER Robe oA,MBA,JD By: C . ep - ent of Transportation Effective Date: is O(/t/f 7 — Document Builder Generated Rev. 12/09/2016 Page 1 of 25 001-1- 334 Cp C3) E-C›OO14 OLA 8: 331001685 Routing 4: 18-HA4-XC-00014 TABLE OF CONTENTS 1. PARTIES 2 2. TERM AND EFFECTIVE DATE 2 3. AUTHORITY 3 4. PURPOSE 3 5. DEFINITIONS 4 6. STATEMENT OF WORK 6 7. PAYMENTS 9 8. REPORTING - NOTIFICATION 14 9. LOCAL AGENCY RECORDS 14 10. CONFIDENTIAL INFORMATION -STATE RECORDS 15 11. CONFLICT OF INTEREST 16 12. INSURANCE 16 13. BREACH 18 14. REMEDIES 18 15. DISPUTE RESOLUTION 19 16. NOTICES AND REPRESENTATIVES 20 17. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION 20 18. GOVERNMENTAL IMMUNITY 21 19. STATEWIDE CONTRACT MANAGEMENT SYSTEM 21 20. GENERAL PROVISIONS 21 21. COLORADO SPECIAL PROVISIONS 23 22. FEDERAL REQUIREMENTS 24 23. DISADVANTAGED BUSINESS ENTERPRISE (DBE) 25 24. DISPUTES 25 EXHIBIT A, STATEMENT OF WORK EXHIBIT B, SAMPLE OPTION LETTER EXHIBIT C, FUNDING PROVISIONS EXHIBIT D, LOCAL AGENCY RESOLUTION EXHIBIT E, LOCAL AGENCY AGREEMENT ADMINISTRATION CHECKLIST EXHIBIT F, CERTIFICATION FOR FEDERAL -AID AGREEMENTS EXHIBIT G, DISADVANTAGED BUSINESS ENTERPRISE EXHIBIT H, LOCAL AGENCY PROCEDURES FOR CONSULTANT SERVICES EXHIBIT I, FEDERAL -AID AGREEMENT PROVISIONS FOR CONSTRUCTION AGREEMENTS EXHIBIT J, ADDITIONAL FEDERAL REQUIREMENTS EXHIBIT K, FFATA SUPPLEMENTAL FEDERAL PROVISIONS EXHIBIT L, SAMPLE SUBRECIPIENT MONITORING AND RISK ASSESSMENT FORM EXHIBIT M, OMB UNIFORM GUIDANCE FOR FEDERAL AWARDS 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 and through the State agency named on the Signature and Cover Page for this Agreement (the "State" or "CDOT"). Local Agency and the State agree to the terms and conditions in this Agreement. 2. TERM AND EFFECTIVE DATE A. Effective Date This Agreement shall not be valid or enforceable until the Effective Date, and Agreement Funds shall be expended within the dates shown in Exhibit C for each respective phase ("Phase Performance Period(s)"). The State shall not be hound by any provision of this Agreement before the Effective Date, and shall have no obligation to pay Local Agency for any Work performed or expense incurred before 1) the Effective Date of this original Agreement; 2) before the encumbering document for the respective phase and the official Notice to Proceed for the respective phase; or 3) after the Final Phase Document Builder Generated Page 2 of 25 Rev. 12/09/2016 OLA#: 331001685 Routing #: 18-HA4-XC-000 14 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 he governed by §14.A.i. i. Method and Content The State shall notify Local Agency of such termination in accordance with §16. The notice shall specify the effective date of the termination and whether it affects all or a portion of this Agreement. ii. Obligations and Rights Upon receipt of a termination notice for termination in the public interest, Local Agency shall be subject to §14.A.i.a iii. Payments If the State terminates this Agreement in the public interest, the State shall pay Local Agency an amount equal to the percentage of the total reimbursement payable under this Agreement that corresponds to the percentage of Work satisfactorily completed and accepted, as determined by the State, less payments previously made. Additionally, if this Agreement is less than 60% completed, as determined by the State, the State may reimburse Local Agency for a portion of actual out-of- pocket expenses, not otherwise reimbursed under this Agreement, incurred by Local Agency which are directly attributable to the uncompleted portion of Local Agency's obligations, provided that the sum of any and all reimbursement shall not exceed the maximum amount payable to Local Agency hereunder. 3. AUTHORITY Authority to enter into this Agreement exists in the law as follows: A. Federal Authority Pursuant to Title I, Subtitle A, of the "Fixing America's Surface Transportation Act" (FAST Act) of 2015, arid to applicable provisions of' Title 23 of the United States Code and implementing regulations at Title 23 of the Code of Federal Regulations, as may be amended, (collectively referred to hereinafter as the "Federal Provisions"), certain federal funds have been and are expected to continue to be allocated for transportation projects requested by Local Agency and eligible under the Surface Transportation Improvement Program that has been proposed by the State and approved by the Federal Highway Administration ("FHWA"). B. State Authority Pursuant to CRS §43-1-223 and to applicable portions of the Federal Provisions, the State is responsible for the general administration and supervision of performance of projects in the Program, including the administration of federal funds for a Program project performed by a Local Agency under a contract with the State. This Agreement is executed under the authority of CRS §§29-1-203, 43-1-110; 43-1-116, 43-2-101(4)(c) and 43-2-104.5. 4. PURPOSE Document Builder Generated Page 3 of 25 Rev. 12/09/2016 OLA #: 331001685 Routing #: 18-HA4-XC-00014 The purpose of this Agreement is to disburse Federal funds to the Local Agency pursuant to CDOT's Stewardship Agreement with the FHWA. 5. DEFINITIONS The following terms shall be construed and interpreted as follows: A. "Agreement" means this agreement, including all attached Exhibits, all documents incorporated by reference, all referenced statutes, rules and cited authorities, and any future modifications thereto. B. "Agreement Funds" means the funds that have been appropriated, designated, encumbered, or otherwise made available for payment by the State under this Agreement. C. "Award" means an award by a Recipient to a Subrecipient funded in whole or in part by a Federal Award. The terms and conditions of the Federal Award flow down to the Award unless the terms and conditions of the Federal Award specifically indicate otherwise. "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, but shall not include Saturday, Sunday or any day on which the State observes one of the holidays listed in §24-11- 101(1) C.R.S. F. "Consultant" means a professional engineer or designer hired by Local Agency to design the Work Product. G. "Contractor" means the general construction contractor hired by Local Agency to construct the Work. H. "CORA" means the Colorado Open Records Act, §§24-72-200.1 et. seq., C.R.S. L "Effective Date" means the date on which this Agreement is approved and signed by the Colorado State Controller or designee, as shown on the Signature and Cover Page for this Agreement. J. "Evaluation" means the process of examining Local Agency's Work and rating it based on criteria established in §6, Exhibit A and Exhibit E. K. "Exhibits" means the following exhibits attached to this Agreement: i. Exhibit A, Statement of Work. ii. Exhibit B, Sample Option Letter. iii. Exhibit C, Funding Provisions iv. Exhibit D, Local Agency Resolution v. Exhibit E, Local Agency Contract Administration Checklist vi. Exhibit F, Certification for Federal -Aid Contracts vii. Exhibit G, Disadvantaged Business Enterprise viii. Exhibit H, Local Agency Procedures for Consultant Services ix. Exhibit I, Federal -Aid Contract Provisions for Construction Contracts x. Exhibit J, Additional Federal Requirements xi. Exhibit K, The Federal Funding Accountability and Transparency Act of 2006 (FFATA) Supplemental Federal Provisions xii. Exhibit L, Sample Sub -Recipient Monitoring and Risk Assessment Form xiii. Exhibit M, Supplemental Provisions for Federal Awards Subject to The Office of Management and Budget Uniform Administrative Requirements, Cost principles, and Audit Requirements for Federal Awards (the "Uniform Guidance") L. "Federal Award" means an award of Federal financial assistance or a cost -reimbursement contract under the Federal Acquisition Requirements by a Federal Awarding Agency to a Recipient. "Federal Award" also means an agreement setting forth the terms and conditions of the Federal Award. The Document Builder Generated Page 4 of 25 Rev. 12/09/2016 E. OLA#: 331001685 Routing #: 18-HA4-XC-00014 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. "PII" means personally identifiable information including, without limitation, any information maintained by the State about an individual that can be used to distinguish or trace an individual's identity, such as name, social security number, date and place of birth, mother's maiden name, or biometric records; and any other information that is linked or linkable to an individual, such as medical, educational, financial, and employment information. PII includes, but is not limited to, all information defined as personally identifiable information in §24-72-501 C.R.S. W. "Recipient" means the Colorado Department of Transportation (CDOT) for this Federal Award. X. "Services" means the services to be performed by Local Agency as set forth in this Agreement, and shall include any services to be rendered by Local Agency in connection with the Goods. Y. "State Confidential Information" means any and all State Records not subject to disclosure under CORA. State Confidential Information shall include, but is not limited to, PII and State personnel records not subject to disclosure under CORA. Z. "State Fiscal Rules" means the fiscal rules promulgated by the Colorado State Controller pursuant to §24-30-202(13)(a). AA. "State Fiscal Year" means a 12 month period beginning on July 1 of each calendar year and ending on June 30 of the following calendar year. If a single calendar year follows the term, then it means the State Fiscal Year ending in that calendar year. BB. "State Purchasing Director" means the position described in the Colorado Procurement Code and its implementing regulations. CC. "State Records" means any and all State data, information, and records, regardless of physical form, including, but not limited to, information subject to disclosure under CORA. DD. "Subcontractor" means third -parties, if any, engaged by Local Agency to aid in performance of the Work. EE. "Subrecipient" means a non -Federal entity that receives a sub -award from a Recipient to carry out part of a Federal program, but does not include an individual that is a beneficiary of such program. A Subrecipient may also be a recipient of other Federal Awards directly from a Federal Awarding Document Builder Generated Page 5 of 25 Rev. 12/09/2016 OLA #: 331001685 Routing 8: 18-1-1A4-XC-00014 Agency. FF. "Uniform Guidance" means the Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, which supersedes requirements from OMB Circulars A-21, A-87, A-110, A-122, A-89, A-102, and A-133, and the guidance in Circular A-50 on Single Audit Act follow-up. GG. "Work" means the delivery of the Goods and performance of the Services in compliance with CDOT's Local Agency Manual described in this Agreement. HH. "Work Product" means the tangible and intangible results of the Work, whether finished or unfinished, including drafts. Work Product includes, but is not limited to, documents, text, software (including source code), research, reports, proposals, specifications, plans, notes, studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys, maps, materials, ideas, concepts, know-how, and any other results of the Work. "Work Product" does not include any material that was developed prior to the Effective Date that is used, without modification, in the performance of the Work. Any other term used in this Agreement that is defined in an Exhibit shall be construed and interpreted as defined in that Exhibit. 6. STATEMENT OF WORK Local Agency shall complete the Work as described in this Agreement and in accordance with the provisions of Exhibit A, and the Local Agency Manual. The State shall have no liability to compensate Local Agency for the delivery of any Goods or the performance of any Services that are not specifically set forth in this Agreement. Work may be divided into multiple phases that have separate periods of performance. The State may not compensate for Work that Local Agency performs outside of its designated phase performance period. The performance period of phases, including, but not limited to Design, Construction, Right of Way, Utilities, or Environment phases, are identified in Exhibit C. The State may unilaterally modify Exhibit C from time to time, at its sole discretion, to extend the period of performance for a phase of Work authorized under this Agreement. To exercise this phase performance period extension option, the State will provide written notice to Local Agency in a form substantially equivalent to Exhibit B. The State's unilateral extension of phase performance periods will not amend or alter in any way the funding provisions or any other terms specified in this Agreement, notwithstanding the options listed under §7.E A. Local Agency Commitments i. Design If the Work includes preliminary design, final design, design work sheets, or special provisions and estimates (collectively referred to as the "Plans"), Local Agency shall ensure that it and its Contractors comply with and are responsible for satisfying the following requirements: a. Perform or provide the Plans to the extent required by the nature of the Work. b. Prepare final design in accordance with the requirements of the latest edition of the American Association of State Highway Transportation Officials (AASHTO) manual or other standard, such as the Uniform Building Code, as approved by the State. c. Prepare provisions and estimates in accordance with the most current version of the State's Roadway and Bridge Design Manuals and Standard Specifications for Road and Bridge Construction or Local Agency specifications if approved by the State. d. Include details of any required detours in the Plans in order to prevent any interference of the construction Work and to protect the traveling public. e. Stamp the Plans as produced by a Colorado registered professional engineer. f Provide final assembly of Plans and all other necessary documents. g. Ensure the Plans are accurate and complete. h. Make no further changes in the Plans following the award of the construction contract to Contractor unless agreed to in writing by the Parties. The Plans shall be considered final when Document Builder Generated Page 6 of 25 Rev. 12/09/20 16 OLA #: 331001685 Routing #: 18-HA4-XC-00014 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". h. Local Agency shall afford the State ample opportunity to review the Plans and shall make any changes in the Plans that are directed by the State to comply with FHWA requirements. c. Local Agency may enter into a contract with a Consultant to perform all or any portion of the Plans and/or construction administration. Provided, however, if federal -aid funds are involved in the cost of such Work to be done by such Consultant, such Consultant contract (and the performance provision of the Plans under the contract) must comply with all applicable requirements of 23 C.F.R. Part 172 and with any procedures implementing those requirements as provided by the State, including those in Exhibit H. If Local Agency enters into a contract with a Consultant for the Work: 1) Local Agency shall submit a certification that procurement of any Consultant contract complies with the requirements of 23 C.F.R. 172.5(1) prior to entering into such Consultant contract, subject to the State's approval. If not approved by the State, Local Agency shall not enter into such Consultant contract. 2) Local Agency shall ensure that all changes in the Consultant contract have prior approval by the State and FHWA and that they are in writing. Immediately after the Consultant contract has been awarded, one copy of the executed Consultant contract and any amendments shall be submitted to the State. 3) Local Agency shall require that all billings under the Consultant contract comply with the State's standardized billing format. Examples of the billing formats are available from the CDOT Agreements Office. 4) Local Agency (and any Consultant) shall comply with 23 C.F.R. 172.5(b) and (d) and use the CDOT procedures described in Exhibit H to administer the Consultant contract. 5) Local Agency may expedite any CDOT approval of its procurement process and/or Consultant contract by submitting a letter to CDOT from Local Agency's attorney/authorized representative certifying compliance with Exhibit H and 23 C.F.R. 172.5(b)and (d). 6) Local Agency shall ensure that the Consultant contract complies with the requirements of 49 CFR 18.36(i) and contains the following language verbatim: (a) The design work under this Agreement shall be compatible with the requirements of the contract between Local Agency and the State (which is incorporated herein by this reference) for the design/construction of the project. The State is an intended third -party beneficiary of this agreement for that purpose. (b) Upon advertisement of the project work for construction, the consultant shall make available services as requested by the State to assist the State in the evaluation of construction and the resolution of construction problems that may arise during the construction of the project. (c) The consultant shall review the construction Contractor's shop drawings for conformance with the contract documents and compliance with the provisions of the State's publication, Standard Specifications for Road and Bridge Construction, in connection with this work. (d) The State, in its sole discretion, may review construction plans, special provisions and estimates and may require Local Agency to make such changes therein as the State determines necessary to comply with State and FHWA requirements. iii. Construction If the Work includes construction, Local Agency shall perform the construction in accordance with the approved design plans and/or administer the construction in accordance with Exhibit E. Such Document Builder Generated Page 7 of 25 Rev. 12/09/2016 OLA#: 331001685 Routing #: 18-HA4-XC-00014 administration shall include Work inspection and testing; approving sources of materials; performing required plant and shop inspections; documentation of contract payments, testing and inspection activities; preparing and approving pay estimates; preparing, approving and securing the funding for contract modification orders and minor contract revisions; processing construction Contractor claims; construction supervision; and meeting the quality control requirements of the FHWA/CDOT Stewardship Agreement, as described in Exhibit E. a. The State may, after providing written notice of the reason for the suspension to Local Agency, suspend the Work, wholly or in part, due to the failure of Local Agency or its Contractor to correct conditions which are unsafe for workers or for such periods as the State may deem necessary due to unsuitable weather, or for conditions considered unsuitable for the prosecution of the Work, or for any other condition or reason deemed by the State to be in the public interest. b. Local Agency shall be responsible for the following: 1) Appointing a qualified professional engineer, licensed in the State of Colorado, as Local Agency Project Engineer (LAPE), to perform engineering administration. The LAPE shall administer the Work in accordance with this Agreement, the requirements of the construction contract and applicable State procedures, as defined in the CDOT Local Agency Manual (https://www.codot.gov/business/designsupport/bulletins_manuals/2006- local-agency-manual) . 2) For the construction Services, advertising the call for bids, following its approval by the State, and awarding the construction contract(s) to the lowest responsible bidder(s). (a) All Local Agency's advertising and bid awards pursuant to this Agreement shall comply with applicable requirements of 23 U.S.C. §112 and 23 C.F.R. Parts 633 and 635 and C.R.S. § 24-92-101 et seq. Those requirements include, without limitation, that Local Agency and its Contractor(s) incorporate Form 1273 (Exhibit I) in its entirety, verbatim, into any subcontract(s) for Services as terms and conditions thereof, as required by 23 C.F.R. 633.102(e). (b) Local Agency may accept or reject the proposal of the apparent low bidder for Work on which competitive bids have been received. Local Agency must accept or reject such bids within 3 working days after they are publicly opened. (c) If Local Agency accepts bids and makes awards that exceed the amount of available Agreement Funds, Local Agency shall provide the additional funds necessary to complete the Work or not award such bids. (d) The requirements of §6.A.iii.b.2 also apply to any advertising and bid awards made by the State. The State (and in some cases FHWA) must approve in advance all Force Account Construction, and Local Agency shall not initiate any such Services until the State issues a written Notice to Proceed. (e) iv. Right of Way (ROW) and Acquisition/Relocation a. If Local Agency purchases a ROW for a State highway, including areas of influence, Local Agency shall convey the ROW to CDOT promptly upon the completion of the project/construction. b. Any acquisition/relocation activities shall comply with all applicable federal and State statutes and regulations, including but not limited to, the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, the Uniform Relocation Assistance and Real Property Acquisition Policies for Federal and Federally Assisted Programs, as amended (49 C.F.R. Part 24), CDOT's Right of Way Manual, and CDOT's Policy and Procedural Directives. c. The Parties' respective responsibilities for ensuring compliance with acquisition, relocation and incidentals depend on the level of federal participation as detailed in CDOT's Right of Way Manual (located at http://www.codot.gov/business/manuals/right-of-way); however, the State always retains oversight responsibilities. d. The Parties' respective responsibilities at each level of federal participation in CDOT's Right Document Builder Generated Page 8 of 25 Rev. 12/09/2016 OLA #: 331001685 Routing 6: 18-HA4-XC-00014 of Way Manual, and the State's reimbursement of Local Agency costs will be determined pursuant the following categories: 1) Right of way acquisition (3111) for federal participation and non -participation; 2) Relocation activities, if applicable (3109); 3) Right of way incidentals, if applicable (expenses incidental to acquisition/relocation of right of way — 3114). v. Utilities If necessary, Local Agency shall be responsible for obtaining the proper clearance or approval from any utility company that may become involved in the Work. Prior to the Work being advertised for bids, Local Agency shall certify in writing to the State that all such clearances have been obtained. vi. Railroads If the Work involves modification of a railroad company's facilities and such modification will be accomplished by the railroad company, Local Agency shall make timely application to the Public Utilities Commission ("PUC") requesting its order providing for the installation of the proposed improvements. Local Agency shall not proceed with that part of the Work before obtaining the PUC's order. Local Agency shall also establish contact with the railroad company involved for the purpose of complying with applicable provisions of 23 C.F.R. 646, subpart B, concerning federal - aid projects involving railroad facilities, and: a. Execute an agreement with the railroad company setting out what work is to be accomplished and the location(s) thereof, and which costs shall be eligible for federal participation. b. Obtain the railroad's detailed estimate of the cost of the Work. c. Establish future maintenance responsibilities for the proposed installation. d. Proscribe in the agreement the future use or dispositions of the proposed improvements in the event of abandonment or elimination of a grade crossing. e. Establish future repair and/or replacement responsibilities, as between the railroad company and the Local Agency, in the event of accidental destruction or damage to the installation. vii. Environmental Obligations Local Agency shall perform all Work in accordance with the requirements of current federal and State environmental regulations, including the National Environmental Policy Act of 1969 (NEPA) as applicable. viii. Maintenance Obligations Local Agency shall maintain and operate the Work constructed under this Agreement at its own cost and expense during their useful life, in a manner satisfactory to the State and FHWA. Local Agency shall conduct such maintenance and operations in accordance with all applicable statutes, ordinances, and regulations pertaining to maintaining such improvements. The State and FHWA may make periodic inspections to verify that such improvements are being adequately maintained. ix. Monitoring Obligations Local Agency shall respond in a timely manner to and participate fully with the monitoring activities described in §7.F.vi. B. State's Commitments i. The State will perform a final project inspection of the Work as a quality control/assurance activity. When all Work has been satisfactorily completed, the State will sign the FHWA Form 1212. ii. Notwithstanding any consents or approvals given by the State for the Plans, the State shall not be liable or responsible in any manner for the structural design, details or construction of any Work constituting major structures designed by, or that are the responsibility of, Local Agency, as identified in Exhibit E. 7. PAYMENTS Document Builder Generated Page 9 of 25 Rev. 12/09/2016 OLA #: 33/001685 Routing #: 18-1-1A4-XC-00014 Maximum Amount Payments to Local Agency are limited to the unpaid, obligated balance of the Agreement Funds set forth in Exhibit C. The State shall not pay Local Agency any amount under this Agreement that exceeds the Agreement Maximum set forth in Exhibit C. B. Payment Procedures i. Invoices and Payment a. The State shall pay Local Agency in the amounts and in accordance with conditions set forth in Exhibit C. b. Local Agency shall initiate payment requests by invoice to the State, in a form and manner approved by the State. c. The State shall pay each invoice within 45 days following the State's receipt of that invoice, so long as the amount invoiced correctly represents Work completed by Local Agency and previously accepted by the State during the term that the invoice covers. If the State determines that the amount of any invoice is not correct, then Local Agency shall make all changes necessary to correct that invoice. d. The acceptance of an invoice shall not constitute acceptance of any Work performed or deliverables provided under the Agreement. ii. Interest Amounts not paid by the State within 45 days after the State's acceptance of the invoice shall bear interest on the unpaid balance beginning on the 46th day at the rate of 1% per month, as required by §24-30-202(24)(a), C.R.S., until paid in full; provided, however, that interest shall not accrue on unpaid amounts that the State disputes in writing. Local Agency shall invoice the State separately for accrued interest on delinquent amounts, and the invoice shall reference the delinquent payment, the number of days interest to be paid and the interest rate. iii. Payment Disputes If Local Agency disputes any calculation, determination, or amount of any payment, Local Agency shall notify the State in writing of its dispute within 30 days following the earlier to occur of Local Agency's receipt of the payment or notification of the determination or calculation of the payment by the State. The State will review the information presented by Local Agency and may make changes to its determination based on this review. The calculation, determination, or payment amount that results from the State's review shall not be subject to additional dispute under this subsection. No payment subject to a dispute under this subsection shall be due until after the State has concluded its review, and the State shall not pay any interest on any amount during the period it is subject to dispute under this subsection. iv. Available Funds -Contingency -Termination The State is prohibited by law from making commitments beyond the term of the current State Fiscal Year. Payment to Local Agency beyond the current State Fiscal Year is contingent on the appropriation and continuing availability of Agreement Funds in any subsequent year (as provided in the Colorado Special Provisions). If federal funds or funds from any other non -State funds constitute all or some of the Agreement Funds, the State's obligation to pay Local Agency shall be contingent upon such non -State funding continuing to be made available for payment. Payments to be made pursuant to this Agreement shall be made only from Agreement Funds, and the State's liability for such payments shall be limited to the amount remaining of such Agreement Funds. If State, federal or other funds are not appropriated, or otherwise become unavailable to fund this Agreement, the State may, upon written notice, terminate this Agreement, in whole or in part, without incurring further liability. The State shall, however, remain obligated to pay for Services and Goods that are delivered and accepted prior to the effective date of notice of termination, and this termination shall otherwise be treated as if this Agreement were terminated in the public interest as described in §2.C v. Erroneous Payments Document Builder Generated Page 10 of 25 Rev. 12/09/2016 OLA#: 331001685 Routing #: 18-HA4-XC-00014 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 hinds 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. Local Agency does not by this Agreement irrevocably pledge present cash reserves for payments in future fiscal years, and this Agreement is not intended to create a multiple -fiscal year debt of Local Agency. Local Agency shall not pay or be liable for any claimed interest, late charges, fees, taxes, or penalties of any nature, except as required by Local Agency's laws or policies. D. Reimbursement of Local Agency Costs The State shall reimburse Local Agency's allowable costs, not exceeding the maximum total amount described in Exhibit C and §7. The applicable principles described in 2 C.F.R. Part 200 shall govern the State's obligation to reimburse all costs incurred by Local Agency and submitted to the State for reimbursement hereunder, and Local Agency shall comply with all such principles. The State shall reimburse Local Agency for the federal -aid share of properly documented costs related to the Work after review and approval thereof, subject to the provisions of this Agreement and Exhibit C. Local Agency costs for Work performed prior to the Effective Date shall not be reimbursed absent specific allowance of pre -award costs and indication that the Federal Award funding is retroactive. Local Agency costs for Work performed after any Performance Period End Date for a respective phase of the Work, is not reimbursable. Allowable costs shall be: i. Reasonable and necessary to accomplish the Work and for the Goods and Services provided. ii. Actual net cost to Local Agency (i.e. the price paid minus any items of value received by Local Agency that reduce the cost actually incurred). E. Unilateral Modification of Agreement Funds Budget by State Option Letter The State may, at its discretion, issue an "Option Letter" to Local Agency to add or modify Work phases in the Work schedule in Exhibit C if such modifications do not increase total budgeted Agreement Funds. Such Option Letters shall amend and update Exhibit C, Sections 2 or 4 of the Table, and sub -sections B and C of the Exhibit C. Option Letters shall not be deemed valid until signed by the State Controller or an authorized delegate. Modification of Exhibit C by unilateral Option Letter is permitted only in the specific scenarios listed below. The State will exercise such options by providing Local Agency a fully executed Option Letter, in a form substantially equivalent to Exhibit B. Such Option Letters will be incorporated into this Agreement. i. Option to Begin a Phase and/or Increase or Decrease the Encumbrance Amount The State may require by Option Letter that Local Agency begin a new Work phase that may include Design, Construction, Environmental, Utilities, ROW Incidentals or Miscellaneous Work (but may not include Right of Way Acquisition/Relocation or Railroads) as detailed in Exhibit A. Document Builder Generated Page I 1 of 25 Rev. 12/09/2016 OLA #_ 331001685 Routing #: 18-HA4-XC'-00014 Such Option Letters may not modify the other terms and conditions stated in this Agreement, and must decrease the amount budgeted and encumbered for one or more other Work phases so that the total amount of budgeted Agreement Funds remains the same. The State may also issue a unilateral Option Letter to simultaneously increase and decrease the total encumbrance amount of two or more existing Work phases, as long as the total amount of budgeted Agreement Funds remains the same, replacing the original Agreement Funding exhibit (Exhibit C) with an updated Exhibit C-1 (with subsequent exhibits labeled C-2, C-3, etc.). ii. Option to Transfer Funds from One Phase to Another Phase. The State may require or permit Local Agency to transfer Agreement Funds from one Work phase (Design, Construction, Environmental, Utilities, ROW Incidentals or Miscellaneous) to another phase as a result of changes to State, federal, and local match funding_ In such case, the original funding exhibit (Exhibit C) will be replaced with an updated Exhibit C-1 (with subsequent exhibits labeled C-2, C-3, etc.) attached to the Option Letter. The Agreement Funds transferred from one Work phase to another are subject to the same terms and conditions stated in the original Agreement with the total budgeted Agreement Funds remaining the same. The State may unilaterally exercise this option by providing a fully executed Option Letter to Local Agency within thirty (30) days before the initial targeted start date of the Work phase, in a form substantially equivalent to Exhibit B. iii. Option to Exercise Options i and ii. The State may require Local Agency to add a Work phase as detailed in Exhibit A, and encumber and transfer Agreement Funds from one Work phase to another. The original funding exhibit (Exhibit C) in the original Agreement will be replaced with an updated Exhibit C-1 (with subsequent exhibits labeled C-2, C-3, etc.) attached to the Option Letter_ The addition of a Work phase and encumbrance and transfer of Agreement Funds are subject to the same terms and conditions stated in the original Agreement with the total budgeted Agreement Funds remaining the same. The State may unilaterally exercise this option by providing a fully executed Option Letter to Local Agency within 30 days before the initial targeted start date of the Work phase, in a form substantially equivalent to Exhibit B. iv. Option to Update a Work Phase Performance Period and/or modify information required under the OMB Uniform Guidance, as outlined in Exhibit C. The State may update any information contained in Exhibit C, Sections 2 and 4 of the Table, and sub -sections B and C of the Exhibit C. F. Accounting Local Agency shall establish and maintain accounting systems in accordance with generally accepted accounting standards (a separate set of accounts, or as a separate and integral part of its current accounting scheme). Such accounting systems shall, at a minimum, provide as follows: Local Agency Performing the Work If Local Agency is performing the Work, it shall document all allowable costs, including any approved Services contributed by Local Agency or subcontractors, using payrolls, time records, invoices, contracts, vouchers, and other applicable records. ii. Local Agency -Checks or Draws Checks issued or draws made by Local Agency shall be made or drawn against properly signed vouchers detailing the purpose thereof. Local Agency shall keep on file all checks, payrolls, invoices, contracts, vouchers, orders, and other accounting documents in the office of Local Agency, clearly identified, readily accessible, and to the extent feasible, separate and apart from all other Work documents. iii. State -Administrative Services The State may perform any necessary administrative support services required hereunder. Local Agency shall reimburse the State for the costs of any such services from the budgeted Agreement Funds as provided for in Exhibit C. If FHWA Agreement Funds are or become unavailable, or if Local Agency terminates this Agreement prior to the Work being approved by the State or Document Builder Generated Page 12 of 25 Rev. 12/09/2016 OLA ti: 331001685 Routing 4: 18-HA4-XC-00014 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: 1. Experience: Factors associated with the experience and history of the Subrecipient with the same or similar Federal Awards or grants. 2. Monitoring/Audit: Factors associated with the results of the Subrecipient's previous audits or monitoring visits, including those performed by the Federal Awarding Agency, when the Subrecipient also receives direct federal funding. Include audit results if Subrecipient receives single audit, where the specific award being assessed was selected as a major program. 3. Operation: Factors associated with the significant aspects of the Subrecipient's operations, in which failure could impact the Subrecipient's ability to perform and account for the contracted goods or services. 4. Financial: Factors associated with the Subrecipient's financial stability and ability to comply with financial requirements of the Federal Award. 5. Internal Controls: Factors associated with safeguarding assets and resources, deterring and detecting errors, fraud and theft, ensuring accuracy and completeness of accounting data, producing reliable and timely financial and management information, and ensuring adherence to its policies and plans. 6. Impact: Factors associated with the potential impact of a Subrecipient's non-compliance to the overall success of the program objectives. 7. Program Management: Factors associated with processes to manage critical personnel, approved written procedures, and knowledge of rules and regulations regarding federal -aid projects. Following Local Agency's completion of the Risk Assessment Tool (Exhibit L), CDOT will determine the level of monitoring it will apply to Local Agency's performance of the Work. This risk assessment may be re-evaluated after CDOT begins performing monitoring activities. G. Close Out Local Agency shall close out this Award within 90 days after the Final Phase Performance End Date. Close out requires Local Agency's submission to the State of all deliverables defined in this Agreement, and Local Agency's final reimbursement request or invoice. The State will withhold 5% of allowable costs until all final documentation has been submitted and accepted by the State as Document Builder Generated Page 13 of 25 Rev. 12/09/2016 OLA #: 331001685 Routing 8: 18-HA4-XC-00014 substantially complete. If FHWA has not closed this Federal Award within 1 year and 90 days after the Final Phase Performance End Date due to Local Agency's failure to submit required documentation, then Local Agency may be prohibited from applying ler new Federal Awards through the State until such documentation is submitted and accepted. 8. REPORTING - NOTIFICATION A. Quarterly Reports In addition to any reports required pursuant to §19 or pursuant to any exhibit, for any contract having a term longer than 3 months, Local Agency shall submit, on a quarterly basis, a written report specifying progress made for each specified performance measure and standard in this Agreement. Such progress report shall be in accordance with the procedures developed and prescribed by the State. Progress reports shall be submitted to the State not later than five (5) Business Days following the end of each calendar quarter or at such time as otherwise specified by the State. B. Litigation Reporting If Local Agency is served with a pleading or other document in connection with an action before a court or other administrative decision making body, and such pleading or document relates to this Agreement or may affect Local Agency's ability to perform its obligations under this Agreement, Local Agency shall, within 10 days after being served, notify the State of such action and deliver copies of such pleading or document to the State's principal representative identified in §16. C. Performance and Final Status Local Agency shall submit all financial, performance and other reports to the State no later than 60 calendar days after the Final Phase Performance End Date or sooner termination of this Agreement, containing an Evaluation of Subrecipient's performance and the final status of Subrecipient's obligations hereunder. D. Violations Reporting Local Agency must disclose, in a timely manner, in writing to the State and FHWA, all violations of federal or State criminal law involving fraud, bribery, or gratuity violations potentially affecting the Federal Award. Penalties for noncompliance may include suspension or debarment (2 CFR Part 180 and 31 U.S.C. 3321). 9. LOCAL AGENCY RECORDS A. Maintenance Local Agency shall make, keep, maintain, and allow inspection and monitoring by the State of a complete file of all records, documents, communications, notes and other written materials, electronic media files, and communications, pertaining in any manner to the Work or the delivery of Services (including, but not limited to the operation of programs) or Goods hereunder. Local Agency shall maintain such records for a period (the "Record Retention Period") of three years following the date of submission to the State of the final expenditure report, or if this Award is renewed quarterly or annually, from the date of the submission of each quarterly or annual report, respectively. If any litigation, claim, or audit related to this Award starts before expiration of the Record Retention Period, the Record Retention Period shall extend until all litigation, claims, or audit findings have been resolved and final action taken by the State or Federal Awarding Agency. The Federal Awarding Agency, a cognizant agency for audit, oversight or indirect costs, and the State, may notify Local Agency in writing that the Record Retention Period shall be extended. For records for real property and equipment, the Record Retention Period shall extend three years following final disposition of such property. B. Inspection Local Agency shall permit the State to audit, inspect, examine, excerpt, copy, and transcribe Local Agency Records during the Record Retention Period. Local Agency shall make Local Agency Records available during normal business hours at Local Agency's office or place of business, or at other mutually agreed upon times or locations, upon no fewer than 2 Business Days' notice from the State, unless the State determines that a shorter period of notice, or no notice, is necessary to protect the Document Builder Generated Rev. 12/09/2016 Page 14 of 25 OLA #: 331001685 Routing #: 18-HA4-XC-00014 interests of the State. C. Monitoring The State will monitor Local Agency's performance of its obligations under this Agreement using procedures as determined by the State. The State shall monitor Local Agency's performance in a manner that does not unduly interfere with Local Agency's performance of the Work. D. Final Audit Report Local Agency shall promptly submit to the State a copy of any final audit report of an audit performed on Local Agency's records that relates to or affects this Agreement or the Work, whether the audit is conducted by Local Agency or a third party. 10. CONFIDENTIAL INFORMATION -STATE RECORDS A. Confidentiality Local Agency shall hold and maintain, and cause all Subcontractors to hold and maintain, any and all State Records that the State provides or makes available to Local Agency for the sole and exclusive benefit of the State, unless those State Records are otherwise publicly available at the time of disclosure or are subject to disclosure by Local Agency under CORA. Local Agency shall not, without prior written approval of the State, use for Local Agency's own benefit, publish, copy, or otherwise disclose to any third party, or permit the use by any third party for its benefit or to the detriment of the State, any State Records, except as otherwise stated in this Agreement. Local Agency shall provide for the security of all State Confidential Information in accordance with all policies promulgated by the Colorado Office of Information Security and all applicable laws, rules, policies, publications, and guidelines. Local Agency shall immediately forward any request or demand for State Records to the State's principal representative. B. Other Entity Access and Nondisclosure Agreements Local Agency may provide State Records to its agents, employees, assigns and Subcontractors as necessary to perform the Work, but shall restrict access to State Confidential Information to those agents, employees, assigns and Subcontractors who require access to perform their obligations under this Agreement. Local Agency shall ensure all such agents, employees, assigns, and Subcontractors sign nondisclosure agreements with provisions at least as protective as those in this Agreement, and that the nondisclosure agreements are in force at all times the agent, employee, assign or Subcontractor has access to any State Confidential Information. Local Agency shall provide copies of those signed nondisclosure agreements to the State upon request. C. Use, Security, and Retention Local Agency shall use, hold and maintain State Confidential Information in compliance with any and all applicable laws and regulations in facilities located within the United States, and shall maintain a secure environment that ensures confidentiality of all State Confidential Information wherever located. Local Agency shall provide the State with access, subject to Local Agency's reasonable security requirements, for purposes of inspecting and monitoring access and use of State Confidential Information and evaluating security control effectiveness. Upon the expiration or termination of this Agreement, Local Agency shall return State Records provided to Local Agency or destroy such State Records and certify to the State that it has done so, as directed by the State. If Local Agency is prevented by law or regulation from returning or destroying State Confidential Information, Local Agency warrants it will guarantee the confidentiality of, and cease to use, such State Confidential Information. D_ Incident Notice and Remediation If Local Agency becomes aware of any Incident, it shall notify the State immediately and cooperate with the State regarding recovery, remediation, and the necessity to involve law enforcement, as determined by the State. Unless Local Agency can establish that none of Local Agency or any of its agents, employees, assigns or Subcontractors are the cause or source of the Incident, Local Agency shall be responsible for the cost of notifying each person who may have been impacted by the Incident. After an Incident, Local Agency shall take steps to reduce the risk of incurring a similar type of Incident in the future as directed by the State, which may include, but is not limited to, developing and Document Builder Generated Rev. 12/09/2016 Page 15 of 25 OLA #: 331001685 Routing #: 18-HA4-XC-00014 implementing a remediation plan that is approved by the State at no additional cost to the State. 11. CONFLICT OF INTEREST A. Actual Conflicts of Interest Local Agency shall not engage in any business or activities, or maintain any relationships that conflict in any way with the full performance of the obligations of Local Agency under this Agreement. Such a conflict of interest would arise when a Local Agency or Subcontractor's employee, officer or agent were to offer or provide any tangible personal benefit to an employee of the State, or any member of his or her immediate family or his or her partner, related to the award of, entry into or management or oversight of this Agreement. Officers, employees and agents of Local Agency may neither solicit nor accept gratuities, favors or anything of monetary value from contractors or parties to subcontracts. B. Apparent Conflicts of Interest Local Agency acknowledges that, with respect to this Agreement, even the appearance of a conflict of interest shall be harmful to the State's interests. Absent the State's prior written approval, Local Agency shall refrain from any practices, activities or relationships that reasonably appear to be in conflict with the full performance of Local Agency's obligations under this Agreement. C. Disclosure to the State If a conflict or the appearance of a conflict arises, or if Local Agency is uncertain whether a conflict or the appearance of a conflict has arisen, Local Agency shall submit to the State a disclosure statement setting forth the relevant details for the State's consideration. Failure to promptly submit a disclosure statement or to follow the State's direction in regard to the actual or apparent conflict constitutes a breach of this Agreement. 12. INSURANCE Local Agency shall obtain and maintain, and ensure that each Subcontractor shall obtain and maintain, insurance as specified in this section at all times during the term of this Agreement. All insurance policies required by this Agreement that are not provided through self-insurance shall be issued by insurance companies with an AM Best rating of A -VIII or better. A. Local Agency Insurance Local Agency is a "public entity" within the meaning of the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S. (the "GIA") and shall maintain at all times during the term of this Agreement such liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under the GIA. B. Subcontractor Requirements Local Agency shall ensure that each Subcontractor that is a public entity within the meaning of the GIA, maintains at all times during the terms of this Agreement, such liability insurance, by commercial policy or self-insurance, as is necessary to meet the Subcontractor's obligations under the GIA. Local Agency shall ensure that each Subcontractor that is not a public entity within the meaning of the GIA, maintains at all times during the terms of this Agreement all of the following insurance policies: i. Workers' Compensation Workers' compensation insurance as required by state statute, and employers' liability insurance covering all Local Agency or Subcontractor employees acting within the course and scope of their employment. ii. General Liability Commercial general liability insurance written on an Insurance Services Office occurrence form, covering premises operations, fire damage, independent contractors, products and completed operations, blanket contractual liability, personal injury, and advertising liability with minimum limits as follows: a. S1,000,000 each occurrence; b. S 1,000,000 general aggregate; Document Builder Generated Rev. 12/09/2016 Page 16 of 25 OLA #: 331001685 Routing #: 18-HA4-XC-00014 c. $1,000,000 products and completed operations aggregate; and d. $50,000 any 1 fire. iii. Automobile Liability Automobile liability insurance covering any auto (including owned, hired and non -owned autos) with a minimum limit of $1,000,000 each accident combined single limit. iv. Protected Information Liability insurance covering all loss of State Confidential Information, such as PII, PHI, PCI, Tax Information, and CJI, and claims based on alleged violations of privacy rights through improper use or disclosure of protected information with minimum limits as follows: a. $1,000,000 each occurrence; and b. $2,000,000 general aggregate. v. Professional Liability Insurance Professional liability insurance covering any damages caused by an error, omission or any negligent act with minimum limits as follows: a. $1,000,000 each occurrence; and b. $1,000,000 general aggregate. vi. Crime Insurance Crime insurance including employee dishonesty coverage with minimum limits as follows: a. $1,000,000 each occurrence; and b. $1,000,000 general aggregate. C. Additional Insured The State shall be named as additional insured on all commercial general liability policies (leases and construction contracts require additional insured coverage for completed operations) required of Local Agency and Subcontractors. In the event of cancellation of any commercial general liability policy, the carrier shall provide at least 10 days prior written notice to CDOT. D. Primacy of Coverage Coverage required of Local Agency and each Subcontractor shall be primary over any insurance or self-insurance program carried by Local Agency or the State. E. Cancellation All commercial insurance policies shall include provisions preventing cancellation or non -renewal, except for cancellation based on non-payment of premiums, without at least 30 days prior notice to Local Agency and Local Agency shall forward such notice to the State in accordance with §16 within 7 days of Local Agency's receipt of such notice. F Subrogation Waiver All commercial insurance policies secured or maintained by Local Agency or its Subcontractors in relation to this Agreement shall include clauses stating that each carrier shall waive all rights of recovery under subrogation or otherwise against Local Agency or the State, its agencies, institutions, organizations, officers, agents, employees, and volunteers. G. Certificates For each commercial insurance plan provided by Local Agency under this Agreement, Local Agency shall provide to the State certificates evidencing Local Agency's insurance coverage required in this Agreement within 7 Business Days following the Effective Date. Local Agency shall provide to the State certificates evidencing Subcontractor insurance coverage required under this Agreement within 7 Business Days following the Effective Date, except that, if Local Agency's subcontract is not in effect as of the Effective Date, Local Agency shall provide to the State certificates showing Subcontractor insurance coverage required under this Agreement within 7 Business Days following Local Agency's execution of the subcontract. No later than 15 days before the expiration date of Local Agency's or any Document Builder Generated Page 17 of 25 Rev. 12/09/2016 OLA #: 331001685 Routing #: 18-1-1A4-XC-00014 Subcontractor's coverage, Local Agency shall deliver to the State certificates of insurance evidencing renewals of coverage. At any other time during the term of this Agreement, upon request by the State, Local Agency shall, within 7 Business Days following the request by the State, supply to the State evidence satisfactory to the State of compliance with the provisions of this §12. 13. BREACH A. Defined The failure of a Party to perform any of its obligations in accordance with this Agreement, in whole or in part or in a timely or satisfactory manner, shall be a breach. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Local Agency, or the appointment of a receiver or similar officer for Local Agency or any of its property, which is not vacated or fully stayed within 30 days after the institution of such proceeding, shall also constitute a breach. B. Notice and Cure Period In the event of a breach, the aggrieved Party shall give written notice of breach to the other Party. If the notified Party does not cure the breach, at its sole expense, within 30 days after the delivery of written notice, the Party may exercise any of the remedies as described in §14 for that Party. Notwithstanding any provision of this Agreement to the contrary, the State, in its discretion, need not provide notice or a cure period and may immediately terminate this Agreement in whole or in part or institute any other remedy in the Agreement in order to protect the public interest of the State. 14. REMEDIES A. State's Remedies If Local Agency is in breach under any provision of this Agreement and fails to cure such breach, the State, following the notice and cure period set forth in §13.B, shall have all of the remedies listed in this §14.A. in addition to all other remedies set forth in this Agreement or at law. The State may exercise any or all of the remedies available to it, in its discretion, concurrently or consecutively. i. Termination for Breach In the event of Local Agency's uncured breach, the State may terminate this entire Agreement or any part of this Agreement. Local Agency shall continue performance of this Agreement to the extent not terminated, if any. a. Obligations and Rights To the extent specified in any termination notice, Local Agency shall not incur further obligations or render further performance past the effective date of such notice, and shall terminate outstanding orders and subcontracts with third parties. However, Local Agency shall complete and deliver to the State all Work not cancelled by the termination notice, and may incur obligations as necessary to do so within this Agreement's terms. At the request of the State, Local Agency shall assign to the State all of Local Agency's rights, title, and interest in and to such terminated orders or subcontracts. Upon termination, Local Agency shall take timely, reasonable and necessary action to protect and preserve property in the possession of Local Agency but in which the State has an interest. At the State's request, Local Agency shall return materials owned by the State in Local Agency's possession at the time of any termination. Local Agency shall deliver all completed Work Product and all Work Product that was in the process of completion to the State at the State's request. b. Payments Notwithstanding anything to the contrary, the State shall only pay Local Agency for accepted Work received as of the date of termination. If, after termination by the State, the State agrees that Local Agency was not in breach or that Local Agency's action or inaction was excusable, such termination shall be treated as a termination in the public interest, and the rights and obligations of the Parties shall be as if this Agreement had been terminated in the public interest under §2.C. c. Damages and Withholding Notwithstanding any other remedial action by the State, Local Agency shall remain liable to the State for any damages sustained by the State in connection with any breach by Local Document Builder Generated Page 18 of 25 Rev. 12/09/2016 OLA #: 331001685 Routing #: 18-HA4-XC-00014 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 con-ective action as specified by the State without entitling Local Agency to an adjustment in price or cost or an adjustment in the performance schedule. Local Agency shall promptly cease performing Work and incurring costs in accordance with the State's directive, and the State shall not be liable for costs incurred by Local Agency after the suspension of performance. b. Withhold Payment Withhold payment to Local Agency until Local Agency corrects its Work. c. Deny Payment Deny payment for Work not performed, or that due to Local Agency's actions or inactions, cannot be performed or if they were performed are reasonably of no value to the state; provided, that any denial of payment shall be equal to the value of the obligations not performed. d. Removal Demand immediate removal from the Work of any of Local Agency's employees, agents, or Subcontractors from the Work whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable or whose continued relation to this Agreement is deemed by the State to be contrary to the public interest or the State's best interest. e. Intellectual Property If any Work infringes a patent, copyright, trademark, trade secret, or other intellectual property right, Local Agency shall, as approved by the State (a) secure that right to use such Work for the State or Local Agency; (b) replace the Work with noninfringing Work or modify the Work so that it becomes noninfringing; or, (c) remove any infringing Work and refund the amount paid for such Work to the State. B. Local Agency's Remedies If the State is in breach of any provision of this Agreement and does not cure such breach, Local Agency, following the notice and cure period in §13.B and the dispute resolution process in §15 shall have all remedies available at law and equity. 15. DISPUTE RESOLUTION A. Initial Resolution Except as herein specifically provided otherwise, disputes concerning the performance of this Agreement which cannot be resolved by the designated Agreement representatives shall be referred in writing to a senior departmental management staff member designated by the State and a senior manager designated by Local Agency for resolution. Resolution of Controversies If the initial resolution described in §15.A fails to resolve the dispute within 10 Business Days, Contractor shall submit any alleged breach of this Contract by the State to the Procurement Official of CDOT as described in §24-101-301(30), C.R.S. for resolution in accordance with the provisions of §§24-106-109, 24-109-101.1, 24-109-101.5, 24-109-106, 24-109-107, 24-109-201 through 24-109- 206, and 24-109-501 through 24-109-505, C.R.S., (the "Resolution Statutes"), except that if Contractor wishes to challenge any decision rendered by the Procurement Official, Contractor's challenge shall be Document Builder Generated Rev. 12/09/2016 Page 19 of 25 OLA #: 331001685 Routing #: 18-1-1A4-XC-00014 an appeal to the executive director of the Department of Personnel and Administration, or their delegate, under the Resolution Statutes before Contractor pursues any further action as permitted by such statutes. Except as otherwise stated in this Section, all requirements of the Resolution Statutes shall apply including, without limitation, time limitations. 16. NOTICES AND REPRESENTATIVES Each individual identified below shall be the principal representative of the designating Party. All notices required or permitted to be given under this Agreement shall be in writing, and shall be delivered (i) by hand with receipt required, (ii) by certified or registered mail to such Party's principal representative at the address set forth below or (iii) as an email with read receipt requested to the principal representative at the email address, if any, set forth below. If a Party delivers a notice to another through email and the email is undeliverable, then, unless the Party has been provided with an alternate email contact, the Party delivering the notice shall deliver the notice by hand with receipt required or by certified or registered mail to such Party's principal representative at the address set forth below. Either Party may change its principal representative or principal representative contact information by notice submitted in accordance with this §16 without a formal amendment to this Agreement. Unless otherwise provided in this Agreement, notices shall be effective upon delivery of the written notice. For the State Colorado Department of Transportation (CDOT) Jake Schuch, Project Manager CDOT Region 4 10601 West 10th Street Greeley, CO 80634 970-350-2205 jake.schuch@state.co.us For the Local Agency WELD COUNTY GOVERNMENT Elizabeth Relford, Weld County Public Works 1111 H Street PO Box 758 GREELEY, CO 80632-0758 970-400-3748 erelford@co.weld.co.us 17. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION A. Work Product Local Agency assigns to the State and its successors and assigns, the entire right, title, and interest in and to all causes of action, either in law or in equity, for past, present, or future infringement of intellectual property rights related to the Work Product and all works based on, derived from, or incorporating the Work Product. Whether or not Local Agency is under contract with the State at the time, Local Agency shall execute applications, assignments, and other documents, and shall render all other reasonable assistance requested by the State, to enable the State to secure patents, copyrights, licenses and other intellectual property rights related to the Work Product. The Parties intend the Work Product to be works made for hire. i. Copyrights To the extent that the Work Product (or any portion of the Work Product) would not be considered works made for hire under applicable law, Local Agency hereby assigns to the State, the entire right, title, and interest in and to copyrights in all Work Product and all works based upon, derived from, or incorporating the Work Product; all copyright applications, registrations, extensions, or renewals relating to all Work Product and all works based upon, derived from, or incorporating the Work Product; and all moral rights or similar rights with respect to the Work Product throughout the world. To the extent that Local Agency cannot make any of the assignments required by this Document Builder Generated Rev. 12/09/2016 Page 20 of 25 OLA #: 331001685 Routing # 18-HA4-XC-00014 section, Local Agency hereby grants to the State a perpetual, irrevocable, royalty -free license to use, modify, copy, publish, display, perform, transfer, distribute, sell, and create derivative works of the Work Product and all works based upon, derived from, or incorporating the Work Product by all means and methods and in any format now known or invented in the future. The State may assign and license its rights under this license_ 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, et seq. C.R.S. 19. STATEWIDE CONTRACT MANAGEMENT SYSTEM If the maximum amount payable to Local Agency under this Agreement is $100,000 or greater, either on the Effective Date or at anytime thereafter, this §19 shall apply. Local Agency agrees to be governed by and comply with the provisions of §24-102-205, §24-102-206, §24-103-601, §24-103.5-101 and §24-105-102 C.R.S. regarding the monitoring of vendor performance and the reporting of contract performance information in the State's contract management system ("Contract Management System" or "CMS"). Local Agency's performance shall be subject to evaluation and review in accordance with the terms and conditions of this Agreement, Colorado statutes governing CMS, and State Fiscal Rules and State Controller policies. 20. GENERAL PROVISIONS A. Assignment Local Agency's rights and obligations under this Agreement are personal and may not be transferred or assigned without the prior, written consent of the State. Any attempt at assignment or transfer without such consent shall be void. Any assignment or transfer of Local Agency's rights and obligations approved by the State shall be subject to the provisions of this Agreement B. Subcontracts Local Agency shall not enter into any subcontract in connection with its obligations under this Agreement without the prior, written approval of the State. Local Agency shall submit to the State a copy of each such subcontract upon request by the State. All subcontracts entered into by Local Agency in connection with this Agreement shall comply with all applicable federal and state laws and regulations, shall provide that they are governed by the laws of the State of Colorado, and shall be subject to all provisions of this Agreement. C. Binding Effect Except as otherwise provided in §20.A. all provisions of this Agreement, including the benefits and burdens, shall extend to and be binding upon the Parties' respective successors and assigns. Document Builder Generated Page 21 of 25 Rev. 12/09/2016 OLA #: 331001685 Routing #: 18-HA4-XC-00014 D. Authority Each Party represents and warrants to the other that the execution and delivery of this Agreement and the performance of such Party's obligations have been duly authorized. E. Captions and References The captions and headings in this Agreement are for convenience of reference only, and shall not be used to interpret, define, or limit its provisions. All references in this Agreement to sections (whether spelled out or using the § symbol), subsections, exhibits or other attachments, are references to sections, subsections, exhibits or other attachments contained herein or incorporated as a part hereof, unless otherwise noted. F. Counterparts This Agreement may be executed in multiple, identical, original counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement. G. Entire Understanding This Agreement represents the complete integration of all understandings between the Parties related to the Work, and all prior representations and understandings related to the Work, oral or written, are merged into this Agreement. Prior or contemporaneous additions, deletions, or other changes to this Agreement shall not have any force or effect whatsoever, unless embodied herein. I -I. Jurisdiction and Venue All suits or actions related to this Agreement shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the City and County of Denver. Modification Except as otherwise provided in this Agreement, any modification to this Agreement shall only be effective if agreed to in a formal amendment to this Agreement, properly executed and approved in accordance with applicable Colorado State law and State Fiscal Rules. Modifications permitted under this Agreement, other than contract amendments, shall conform to the policies promulgated by the Colorado State Controller_ 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. Order of Precedence In the event of a conflict or inconsistency between this Agreement and any exhibits or attachment such conflict or inconsistency shall be resolved by reference to the documents in the following order of priority: i. Colorado Special Provisions in the main body of this Agreement. ii. The provisions of the other sections of the main body of this Agreement. iii Exhibit A, Statement of Work. iv. Exhibit D, Local Agency Resolution. v. Exhibit C, Funding Provisions. vi. Exhibit B, Sample Option Letter. vii. Exhibit E, Local Agency Contract Administration Checklist. viii. Other exhibits in descending order of their attachment. L. Severability The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect, provided that the Parties can continue to perform their obligations under this Agreement in accordance Document Builder Generated Page 22 of 25 Rev. 12/09/2016 OLA #: 331001685 Routing #: 18-HA4-XC-00014 with the intent of the Agreement. M. Survival of Certain Agreement Terms Any provision of this Agreement that imposes an obligation on a Party after termination or expiration of the Agreement shall survive the termination or expiration of the Agreement and shall be enforceable by the other Party. N. Taxes The State is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U.S.C., Subtitle D, Ch. 32) (Federal Excise Tax Exemption Certificate of Registry No. 84-730123K) and from State and local government sales and use taxes under §§39-26-704(1), et seq. C.R.S. (Colorado Sales Tax Exemption Identification Number 98-02565). The State shall not be liable for the payment of any excise, sales, or use taxes, regardless of whether any political subdivision of the state imposes such taxes on Local 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 tern or condition of this Agreement shall be construed or interpreted as a waiver, express or Document Builder Generated Page 23 of 25 Rev. 12/09/2016 OLA#: 331001685 Routing #: 18-HA4-XC-00014 implied, of any of the immunities, rights, benefits, protections, or other provisions, of the Colorado Governmental Immunity Act, §24-I0-101 et seq. C.R.S., or the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b). D. INDEPENDENT CONTRACTOR Local Agency shall perform its duties hereunder as an independent contractor and not as an employee. Neither Local Agency nor any agent or employee of Local Agency shall be deemed to be an agent or employee of the State. Local Agency and its employees and agents are not entitled to unemployment insurance or workers compensation benefits through the State and the State shall not pay for or otherwise provide such coverage for Local Agency or any of its agents or employees. Unemployment insurance benefits will be available to Local Agency and its employees and agents only if such coverage is made available by Local Agency or a third party. Local Agency shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this Agreement. Local Agency shall not have authorization, express or implied, to bind the State to any agreement, liability or understanding, except as expressly set forth herein. Local Agency shall (i) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law, (ii) provide proof thereof when requested by the State, and (iii) be solely responsible for its acts and those of its employees and agents. E. COMPLIANCE WITH LAW. Local Agency shall strictly comply with all applicable federal and State laws, rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices. F. CHOICE OF LAW. Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules, and regulations shall be null and void. Any provision incorporated herein by reference which purports to negate this or any other Special Provision in whole or in part shall not be valid or enforceable or available in any action at law, whether by way of complaint, defense, or otherwise. Any provision rendered null and void by the operation of this provision shall not invalidate the remainder of this Agreement, to the extent capable of execution. G. BINDING ARBITRATION PROHIBITED. The State of Colorado does not agree to binding arbitration by any extra -judicial body or person. Any provision to the contrary in this Agreement or incorporated herein by reference shall be null and void. H. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00. State or other public funds payable under this Agreement shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. Local Agency hereby certifies and warrants that, during the term of this Agreement and any extensions, Local Agency has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that Local Agency is in violation of this provision, the State may exercise any remedy available at law or in equity or under this Agreement, including, without limitation, immediate termination of this Agreement and any remedy consistent with federal copyright laws or applicable licensing restrictions. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and 24-50- 507, C.R.S. The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest whatsoever in the service or property described in this Agreement. Local Agency has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of Local Agency's services and Local Agency shall not employ any person having such known interests. 22. FEDERAL REQUIREMENTS Local Agency and/or their contractors, subcontractors, and consultants shall at all times during the execution of this Agreement strictly adhere to, and comply with, all applicable federal and State laws, and their Document Builder Generated Page 24 of 25 Rev. 12/09/2016 ()LAM 33/001685 Routing #: 18-HA4-XC-00014 implementing regulations, as they currently exist and may hereafter be amended. A summary of applicable federal provisions are attached hereto as Exhibit F, Exhibit I, Exhibit J, Exhibit K and Exhibit M are hereby incorporated by this reference. 23. DISADVANTAGED BUSINESS ENTERPRISE (DBE) Local Agency will comply with all requirements of Exhibit G and Local Agency Contract Administration Checklist regarding DBE requirements for the Work, except that if Local Agency desires to use its own DBE program to implement and administer the DBE provisions of 49 C.F.R. Part 26 under this Agreement, it must submit a copy of its program's requirements to the State for review and approval before the execution of this Agreement. If Local Agency uses any State- approved DBE program for this Agreement, Local Agency shall be solely responsible to defend that DBE program and its use of that program against all legal and other challenges or complaints, at its sole cost and expense. Such responsibility includes, without limitation, determinations concerning DBE eligibility requirements and certification, adequate legal and factual bases for DBE goals and good faith efforts. State approval (if provided) of Local Agency's DBE program does not waive or modify the sole responsibility of Local Agency for use of its program. 24. DISPUTES Except as otherwise provided in this Agreement, any dispute concerning a question of fact arising under this Agreement which is not disposed of by agreement shall be decided by the Chief Engineer of the Department of Transportation. The decision of the Chief Engineer will be final and conclusive unless, within 30 calendar days after the date of receipt of a copy of such written decision, Local Agency mails or otherwise furnishes to the State a written appeal addressed to the Executive Director of CDOT. In connection with any appeal proceeding under this clause, Local Agency shall be afforded an opportunity to be heard and to offer evidence in support of its appeal. Pending final decision of a dispute hereunder, Local Agency shall proceed diligently with the performance of this Agreement in accordance with the Chief Engineer's decision. The decision of the Executive Director or his duly authorized representative for the determination of such appeals shall be final and conclusive and serve as final agency action. This dispute clause does not preclude consideration of questions of law in connection with decisions provided for herein. Nothing in this Agreement, however, shall be construed as making final the decision of any administrative official, representative, or board on a question of law. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK Document Builder Generated Page 25 of 25 Rev. 12/09/2016 EXHIBIT A, STATEMENT OF WORK Scope of Work: The Colorado Department of Transportation ("CDOT") will oversee Weld County when Weld County designs and constructs the CNG fueling station (Hereinafter referred to as "this work") at their public works facility. CDOT and Weld County believe it will be beneficial to perform this work because their vehicle fleet is being upgrade to include CNG vehicles and their existing fueling facility is inadequate. The design phase of the work will begin in the fall of 2017 with construction following shortly thereafter. The design and construction shall conform to all applicable federal requirements. EXHIBIT B, SAMPLE OPTION LETTER State Agency Department of Transportation Option Letter Number ZOPTLETNUM Local Agency ZVENDORNAME Agreement Routing Number ZSMARTNO Agreement Maximum Amount Initial term State Fiscal Year ZFYY_1 Extension terms State Fiscal Year ZFYY_2 State Fiscal Year ZFYY_3 State Fiscal Year ZFYY_4 State Fiscal Year ZFYY_5 Total for all state fiscal years $ ZFYA_1 S ZFYA_2 $ ZFYA_3 S ZFYA_4 $ ZFYA_5 $ ZPERSVC_MAX_ AMOUNT Agreement Effective Date The later of the effective date or ZSTARTDATEX Current Agreement Expiration Date ZTERMDATEX 1. OPTIONS: A. Option to extend for an Extension Term B. Option to unilaterally authorize the Local Agency to begin a phase which may include Design, Construction, Environmental, Utilities, ROW incidentals or Miscellaneous ONLY (does not apply to Acquisition/Relocation or Railroads) and to update encumbrance amounts(a new Exhibit C must be attached with the option letter and shall be labeled C-1, future changes for this option shall be labeled as follows: C-2, C-3, C-4, etc.). C. Option to unilaterally transfer funds from one phase to another phase (a new Exhibit C must be attached with the option letter and shall be labeled C-1, future changes for this option shall be labeled as follows: C-2, C-3, C-4, etc.). D. Option to unilaterally do both A and B (a new Exhibit C must be attached with the option letter and shall be labeled C-1, future changes for this option shall be labeled as follows: C-2, C-3, C-4, etc.). E. Option to update a Phase Performance Period and/or Modify OMB Uniform Guidance Information. 2. REQUIRED PROVISIONS: Option A In accordance with Section 2, C of the Original Agreement referenced above, the State hereby exercises its option for an additional term, beginning on (insert date) and ending on the current contract expiration date shown above, under the same funding provisions stated in the Original Contract Exhibit C, as amended. Option B In accordance with Section 7, E of the Original Agreement referenced above, the State hereby excerises its option to authorize the Local Agency to begin a phase that will include (describe which phase will be added and include all that apply - Design, Construction, Environmental, Utilities, ROW incidentals or Miscellaneous) and to encumber previously budgeted funds for the phase based upon changes in funding availability and authorization. The encumbrance for (Design, Construction, Environmental, Utilities, ROW incidentals or Miscellaneous)is (insert dollars here). A new Exhibit C-1 is made part of the original Agreement and replaces Exhibit C. (The following is a NOTE only, please delete when using this option. Future changes for this option for Exhibit C shall be labled as follows: Gl, C-3, C-4, etc.). Option C In accordance with Section 7, E of the Original Agreement referenced above, the State hereby excerises its option to authorize the Local Agency to transfer funds from (describe phase from which funds will be moved) to (describe phase to Exhibit B - Page 1 of 2 which funds will be moved) based on variance in actual phase costs and original phase estimates. A new Exhibit C-1 is made part of the original Agreement and replaces Exhibit C. Option D In accordance with Section 7, E of the Original Agreement referenced above, the State hereby excerises its option to authorize the Local Agency to begin a phase that will include (describe which phase will be added and include all that apply —Design, Construction, Environmental, Utilities, ROW incidentals or Miscellaneous); 2) to encumber funds for the phase based upon changes in funding availability and authorization; and 3) to transfer funds from (describe phase from which funds will be moved) to (describe phase to which, funds will be moved) based on variance in actual phase costs and original phase estimates. A new Exhibit C-1 is made part of the original Agreement and replaces Exhibit C. (The. following language must be included on ALL options): The Agreement Maximum Amount table on the Contract's Signature and Cover Page is hereby deleted and replaced with the Current Agreement Maximum Amount table shown above. Option E In accordance with Section 7, E of the Original Agreement referenced above, the State hereby excerises its option to authorize the Local Agency to update a Phase Performance Period and/or Modify OMB Uniform Guidance Information. A new Exhibit C-1 is made part of the original Agreement and replaces Exhibit C. 3. OPTION EFFECTIVE DATE: The effective date of this option letter is upon approval of the State Controller or delegate. APPROVALS: State of Colorado: John W. Hickenlooper, Governor By: Date: Executive Director, Colorado Department of Transportation ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER CRS §24-30-202 requires the State Controller to approve all State Contracts. This Agreement is not valid until signed and dated below by the State Controller or delegate. Contractor is not authorized to begin performance until such time. If the Local Agency begins performing prior thereto, the State of Colorado is not obligated to pay the Local Agency for such performance or for any goods and/or services provided hereunder. State Controller Robert Jaros, CPA, MBA, JD By: Date: Exhibit B - Page 2 of 2 EXHIBIT C - FUNDING PROVISIONS A. Cost of Work Estimate PROJECT#AQC C030-074 (22260) The Local Agency has estimated the total cost the Work to be $780,000.00, which is to be funded as follows: 1. BUDGETED FUNDS a. Federal Funds $645,762.00 (82.79% of Participating Costs) b. Local Agency Matching Funds $134,238.00 (17.21% of Participating Costs) TOTAL BUDGETED FUNDS $780,000.00 2. OMB UNIFORM GUIDANCE a. Federal Award Identification Number (FAIN): TBD b. Federal Award Date (also Phase Performance Start Date): See Below c. Amount of Federal Funds Obligated by this Action: $645,762.00 d. Total Amount of Federal Award: $ 645,762.00 e. Name of Federal Awarding Agency: FHWA f. CFDA # - Highway Planning and Construction CFDA 20.205 g. Is the Award for R&D? No h. Indirect Cost Rate (if applicable) N/A 3. ESTIMATED PAYMENT TO LOCAL AGENCY a. Federal Funds Budgeted $ 645,762.00 b. Less Estimated Federal Share of CDOT-Incurred Costs $0.00 TOTAL ESTIMATED PAYMENT TO LOCAL AGENCY $645,762.00 4. FOR CDOT ENCUMBRANCE PURPOSES a. Total Encumbrance Amount $ 780,000.00 b. Less ROW Acquisition 3111 and/or ROW Relocation 3109 $0.00 Net to be encumbered as follows: $ 0.00 Note: Design, Construction, ROW, and Misc. funds will become available after federal authorization and execution of an Option Letter (Exhibit B) or formal Amendment WBS Element 22260.10.50 Performance Period Start*/End Date TBD / TBD Misc. 3404 $0.00 Exhibit C - Page 1 of 2 B. Matching Funds The matching ratio for the federal participating funds for this Work is 82.79% federal -aid funds to 17.21% Local Agency funds, it being understood that such ratio applies only to the $780,000.00 that is eligible for federal participation, it being further understood that all non -participating costs are borne by the Local Agency at 100%. If the total participating cost of performance of the Work exceeds $780,000.00, and additional federal funds are made available for the Work, the Local Agency shall pay 17.21% of all such costs eligible for federal participation and 100% of all non -participating costs; if additional federal funds are not made available, the Local Agency shall pay all such excess costs. If the total participating cost of performance of the Work is less than $780,000.00, then the amounts of Local Agency and federal -aid funds will be decreased in accordance with the funding ratio described herein. The performance of the Work shall be at no cost to the State. C. Maximum Amount Payable The maximum amount payable to the Local Agency under this Agreement shall be $645,762.00 (for CDOT accounting purposes, the federal funds of $645,762.00 and the Local Agency matching funds of $134,238.00 will be encumbered for a total encumbrance of $780,000.00), unless such amount is increased by an appropriate written modification to this Agreement executed before any increased cost is incurred. It is understood and agreed by the parties hereto that the total cost of the Work stated hereinbefore is the best estimate available, based on the design data as approved at the time of execution of this Agreement, and that such cost is subject to revisions (in accord with the procedure in the previous sentence) agreeable to the parties prior to bid and award. The maximum amount payable shall be reduced without amendment when the actual amount of the Local Agency's awarded contract is less than the budgeted total of the federal participating funds and the Local Agency matching funds. The maximum amount payable shall be reduced through the execution of an Option Letter as described in Section 7. 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 If the Local Agency expends less than $750,000 in Federal funds (all federal sources, not just Highway funds) in its fiscal year then this requirement does not apply. ii. Expenditure of $750,000 or more -Highway Funds Only If the Local Agency expends $750,000 or more, in Federal funds, but only received federal Highway funds (Catalog of Federal Domestic Assistance, CFDA 20.205) then a program specific audit shall be performed. This audit will examine the "financial" procedures and processes for this program area. Expenditure of $750,000 or more -Multiple Funding Sources If the Local Agency expends $750,000 or more in Federal funds, and the Federal funds are from multiple sources (ETA, HUD, NPS, etc.) then the Single Audit Act applies, which is an audit on the entire organization/entity. iv. Independent CPA Single Audit shall only be conducted by an independent CPA, not by an auditor on staff. An audit is an allowable direct or indirect cost. Exhibit C - Page 2 of 2 EXHIBIT D, LOCAL AGENCY RESOLUTION EXHIBIT E, LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST The following checklist has been developed to ensure that all required aspects of a project approved for Federal funding have been addressed and a responsible party assigned for each task. After a project has been approved for Federal funding in the Statewide Transportation Improvement Program, the Colorado Department of Transportation (CDOT) Project Manager, Local Agency project manager, and CDOT Resident Engineer prepare the checklist. It becomes a part of the contractual agreement between the Local Agency and CDOT. The CDOT Agreements Unit will not process a Local Agency agreement without this completed checklist. It will be reviewed at the Final Office Review meeting to ensure that all parties remain in agreement as to who is responsible for performing individual tasks. Exhibit E, Page 1 of 5 XV COLORADO DEPARTMENT OF TRANSPORTATION LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST Project No. AQC C030-074 STIP No. SUF5001 Project Code 22260 Region 04 Project Location Weld County Public Works Facility Date 9/15/2017 Project Description Weld County Fueling Facility Local Agency Weld County Local Agency Project Manager Elizabeth Relford CDOT Resident Engineer Katrina Kloberdanz CDOT Project Manager Jake Schuch INSTRUCTIONS: This checklist shall be utilized to establish the contract administration responsibilities of the individual parties to this agreement. The checklist becomes an attachment to the Local Agency agreement. Section numbers correspond to the applicable chapters of the CDOT Local Agency Manual. The checklist shall be prepared by placing an "X" under the responsible party, opposite each of the tasks. The "X" denotes the party responsible for initiating and executing the task. When neither CDOT nor the Local Agency is responsible for a task, not applicable (NA) shall be noted. In addition, a "#" will denote that CDOT must concur or approve. Tasks that will be performed by Headquarters staff will be indicated. The Regions, in accordance with established policies and procedures, will determine who will perform all other tasks that are the responsibility of CDOT. The checklist shall be prepared by the CDOT Resident Engineer or the CDOT Project Manager, in cooperation with the Local Agency Project Manager, and submitted to the Region Program Engineer. If contract administration responsibilities change, the CDOT Resident Engineer, in cooperation with the Local Agency Project Manager, will prepare and distribute a revised checklist. NO. DESCRIPTION OF TASK RESPONSIBLE PARTY LA CDOT TIP / STIP AND LONG-RANGE PLANS 2-1 I Review Project to ensure consistency with STIP and amendments thereto I I X FEDERAL FUNDING OBLIGATION AND AUTHORIZATION 4-1 Authorize funding by phases (CDOT Form 418 - Federal -aid Program Data. Requires FHWA concurrence/involvement) X PROJECT DEVELOPMENT 5-1 Prepare Design Data - CDOT Form 463 X X 5-2 Prepare Local Agency/CDOT Inter -Governmental Agreement (see also Chapter 3) X 5-3 Conduct Consultant Selection/Execute Consultant Agreement X # 5-4 Conduct Design Scoping Review meeting X X 5-5 Conduct Public Involvement X 5-6 Conduct Field Inspection Review (FIR) NA 5-7 Conduct Environmental Processes (may require FHWA concurrence/involvement) X X 5-8 Acquire Right -of -Way (may require FHWA concurrence/involvement) X # 5-9 Obtain Utility and Railroad Agreements X 5-10 Conduct Final Office Review (FOR) X X 5-11 Justify Force Account Work by the Local Agency X # 5-12 Justify Proprietary, Sole Source, or Local Agency Furnished items X # 5-13 Document Design Exceptions - CDOT Form 464 X # 5-14 Prepare Plans, Specifications and Construction Cost Estimates X # 5-15 Ensure Authorization of Funds for Construction X Exhibit E, Page 2 of 5 CDOT Form 1243 09/06 Page 1 of 4 Previous editions are obsolete and may not be used NO. DESCRIPTION OF TASK RESPONSIBLE PARTY LA CDOT PROJECT DEVELOPMENT CIVIL RIGHTS AND LABOR COMPLIANCE 6-1 Set Underutilized Disadvantaged Business Enterprise (UBDE) Goals for Consultant and Construction Contracts (CDOT Region EEO/Civil Rights Specialist) NA 6-2 Determine Applicability of Davis -Bacon Act X This project • is is not exempt from Davis -Bacon requirements as determined by the functional classification of the project location (Projects located on local roads and rural minor collectors may be exempt.) Katrina Kloberdanz 9/15/2017 CDOT Resident Engineer(Signature on File) Date 6-3 Set On -the -Job Training Goals. Goal is zero if total construction is less than $1 million (CDOT Region EEO/Civil Rights Specialist) X 6-4 Title VI Assurances X Ensure the correct Federal Wage Decision, all required Disadvantaged Business Enterprise/On-the-Job Training special provisions and FHWA Form 1273 are included in the Contract (CDOT Resident Engineer) X ADVERTISE, BID AND AWARD 7-1 Obtain Approval for Advertisement Period of Less Than Three Weeks X # 7-2 Advertise for Bids X 7-3 Distribute "Advertisement Set" of Plans and Specifications X 7-4 Review Worksite and Plan Details with Prospective Bidders While Project is Under Advertisement X 7-5 Open Bids X 7-6 Process Bids for Compliance X Check CDOT Form 1415 - Certificate of Proposed DBE Participation when the low bidder meets DBE goals X Evaluate CDOT Form 1416 - DBE Good Faith Effort Documentation and determine if the Contractor has made a good faith effort when the low bidder does not meet DBE goals X Submit required documentation for CDOT award concurrence X 7-7 Concurrence from CDOT to Award X 7-8 Approve Rejection of Low Bidder X 7-9 Award Contract X # 7-10 Provide "Award" and `Record" Sets of Plans and Specifications X CONSTRUCTION MANAGEMENT 8-1 Issue Notice to Proceed to the Contractor X 8-2 Project Safety X # 8-3 Conduct Conferences: Pre -construction Conference (Appendix B) X X Presurvey • Construction staking • Monumentation X X Partnering (Optional) X Structural Concrete Pre -Pour (Agenda is in CDOT Construction Manual) X Concrete Pavement Pre -Paving (Agenda is in CDOT Construction Manual) X HMA Pre -Paving (Agenda is in CDOT Construction Manual) X 8-4 Develop and distribute Public Notice of Planned Construction to media and local residents X 8-5 Supervise Construction X A Professional Engineer (PE) registered in Colorado, who will be "in responsible charge of construction supervision." TBD X Local Agency Professional Engineer or Phone number CDOT Resident Engineer Exhibit E, Page 3 of 5 CDOT Form 1243 09/06 Page 2 of 4 Previous editions are obsolete and may not be used NO. DESCRIPTION OF TASK RESPONSIBLE PARTY LA CDOT Provide competent, experienced staff who will ensure the Contract work is constructed in accordance with the plans and specifications X Construction inspection and documentation X 8-6 Approve Shop Drawings X 8-7 Perform Traffic Control Inspections X X 8-8 Perform Construction Surveying X 8-9 Monument Right -of -Way X 8-10 Prepare and Approve Interim and Final Contractor Pay Estimates Provide the name and phone number of the person authorized for this task. Elizabeth Relford 970-400-3748 X Local Agency Representative Phone number 8-11 Prepare and Approve Interim and Final Utility/Railroad Billings X 8-12 Prepare Local Agency Reimbursement Requests X 8-13 Prepare and Authorize Change Orders X # 8-14 Approve All Change Orders X 8-15 Monitor Project Financial Status X 8-16 Prepare and Submit Monthly Progress Reports X 8-17 Resolve Contractor Claims and Disputes X 8-18 Conduct Routine and Random Project Reviews Provide the name and phone number of the person responsible for this task. Katrina Kloberdanz 970-350-2211 X CDOT Resident Engineer Phone number MATERIALS 9-1 Conduct Materials Preconstruction Meeting X X 9-2 Complete CDOT Form 250 - Materials Documentation Record • Generate form, which includes determining the minimum number of required tests and applicable material submittals for all materials placed on the project • Update the form as work progresses • Complete and distribute form after work is completed X X X 9-3 Perform Project Acceptance Samples and Tests X 9-4 Perform Laboratory Verification Tests X 9-5 Accept Manufactured Products Inspection of structural components: • Fabrication of structural steel and pre -stressed concrete structural components • Bridge modular expansion devices (0" to 6" or greater) • Fabrication of bearing devices X X X X 9-6 Approve Sources of Materials X 9-7 Independent Assurance Testing (IAT), Local Agency Procedures CDOT Procedures ■ X X X • Generate IAT schedule • Schedule and provide notification • Conduct IAT 9-8 Approve Mix Designs • Concrete • Hot Mix Asphalt X X 9-9 Check Final Materials Documentation X 9-10 Complete and Distribute Final Materials Documentation X Exhibit E, Page 4 of 5 CDOT Form 1243 09/06 Page 3 of 4 Previous editions are obsolete and may not be used CONSTRUCTION CIVIL RIGHTS AND LABOR COMPLIANCE 10-1 Fulfill Project Bulletin Board and Pre -construction Packet Requirements X 10-2 Process CDOT Form 205b - Sublet Permit Application Review and sign completed CDOT Form 205 for each subcontractor, and submit to EEO/Civil Rights Specialist X # 10-3 Conduct Equal Employment Opportunity and Labor Compliance Verification Employee Interviews. Complete CDOT Form 280 X 10-4 Monitor Disadvantaged Business Enterprise Participation to Ensure Compliance with the "Commercially Useful Function" requirements X 10-5 Conduct Interviews When Project Utilizes On -the -Job Trainees. Complete CDOT Form 200 - OJT Training Questionnaire X 10-6 Check Certified Payrolls (Contact the Region EEO/Civil Rights Specialists for training requirements.) X 10-7 Submit FHWA Form 1391 - Highway Construction Contractor's Annual EEO Report X FINALS 11-1 Conduct Final Project Inspection. Complete and submit CDOT Form 1212 - Final Acceptance Report (Resident Engineer with mandatory Local Agency participation.) X X 11-2 Write Final Project Acceptance Letter X 11-3 Advertise for Final Settlement X 11-4 Prepare and Distribute Final As -Constructed Plans X 11-5 Prepare EEO Certification X 11-6 Check Final Quantities, Plans and Pay Estimate; Check Project Documentation; and submit Final Certifications X 11-7 Check Material Documentation and Accept Final Material Certification (See Chapter 9) X 11-8 Obtain CDOT Form 1419 - Contractor DBE Payment Certification from the Contactor and submit to the Resident Engineer (Quarterly) X 11-9 Obtain FHWA Form 47 - Statement of Materials and Labor Used ... from the Contractor NA 11-10 Process Final Payment X X 11-11 Complete and Submit CDOT Form 950 - Project Closure X 11-12 Retain Project Records for 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 Exhibit E, Page 5 of 5 CDOT Form 1243 09/06 Page 4 of 4 Previous editions are obsolete and may not be used 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 1 EXHIBIT G, DISADVANTAGED BUSINESS ENTERPRISE SECTION 1. Policy. It is the policy of the Colorado Department of Transportation (CDOT) that disadvantaged business enterprises shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with Federal funds under this agreement, pursuant to 49 CFR Part 26. Consequently, the 49 CFR Part IE DBE requirements the Colorado Department of Transportation DBE Program (or a Local Agency DBE Program approved in advance by the State) apply to this agreement. SECTION 2. DBE Obligation. The recipient or its the Local Agency agrees to ensure that disadvantaged business enterprises as determined by the Office of Certification at the Colorado Department of Regulatory Agencies have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with Federal funds provided under this agreement. In this regard, all participants or contractors shall take all necessary and reasonable steps in accordance with the CDOT DBE program (or a Local Agency DBE Program approved in advance by the State) to ensure that disadvantaged business enterprises have the maximum opportunity to compete for and perform contracts. Recipients and their contractors shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of CDOT assisted contracts. SECTION 3 DBE Program. The Local Agency (sub -recipient) shall be responsible for obtaining the Disadvantaged Business Enterprise Program of the Colorado Department of Transportation, 1988, as amended, and shall comply with the applicable provisions of the program. (If applicable). A copy of the DBE Program is available from and will be mailed to the Local Agency upon request: 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 1 of 1 EXHIBIT H, LOCAL AGENCY PROCEDURES FOR CONSULTANT SERVICES Title 23 Code of Federal Regulations (CFR) 172 applies to a federally funded local agency project agreement administered by CDOT that involves professional consultant services. 23 CFR 172.1 states "The policies and procedures involve federally funded contracts for engineering and design related services for projects subject to the provisions of 23 U.S.C. 112(a) and are issued to ensure that a qualified consultant is obtained through an equitable selection process, that prescribed work is properly accomplished in a timely manner, and at fair and reasonable cost" and according to 23 CFR 172.5 "Price shall not be used as a factor in the analysis and selection phase." Therefore, local agencies must comply with these CFR requirements when obtaining professional consultant services under a federally funded consultant contract administered by CDOT. CDOT has formulated its procedures in Procedural Directive (P.D.) 400.1 and the related operations guidebook titled "Obtaining Professional Consultant Services". This directive and guidebook incorporate requirements from both Federal and State regulations, i.e., 23 CFR 172 and CRS §24-30-1401 et seq. Copies of the directive and the guidebook may be obtained upon request from CDOT's Agreements and Consultant Management Unit. [Local agencies should have their own written procedures on file for each method of procurement that addresses the items in 23 CFR 172]. Because the procedures and laws described in the Procedural Directive and the guidebook are quite lengthy, the subsequent steps serve as a short -hand guide to CDOT procedures that a local agency must follow in obtaining professional consultant services. This guidance follows the format of 23 CFR 172. The steps are: 1. The contracting local agency shall document the need for obtaining professional services. 2. Prior to solicitation for consultant services, the contracting local agency shall develop a detailed scope of work and a list of evaluation factors and their relative importance. The evaluation factors are those identified in C.R.S. 24-30-1403. Also, a detailed cost estimate should be prepared for use during negotiations. 3. The contracting agency must advertise for contracts in conformity with the requirements of C.R.S. 24-30-1405. The public notice period, when such notice is required, is a minimum of 15 days prior to the selection of the three most qualified firms and the advertising should be done in one or more daily newspapers of general circulation. 4. The request for consultant services should include the scope of work, the evaluation factors and their relative importance, the method of payment, and the goal of 10% for Disadvantaged Business Enterprise (DBE) participation as a minimum for the project. 5. The analysis and selection of the consultants shall be done in accordance with CRS §24-30-1403. This section of the regulation identifies the criteria to be used in the evaluation of CDOT pre - qualified prime consultants and their team. It also shows which criteria are used to short-list and to make a final selection. The short-list is based on the following evaluation factors: a. Qualifications, b. Approach to the Work, c. Ability to furnish professional services. Exhibit H - Page 1 of 2 d. Anticipated design concepts, and e. Alternative methods of approach for furnishing the professional services. Evaluation factors forfinal selection are the consultant's: a. Abilities of their personnel, b. Past performance, c. Willingness to meet the time and budget requirement, d. Location, e. Current and projected work load, f. Volume of previously awarded contracts, and g. Involvement of minority consultants. 6. Once a consultant is selected, the local agency enters into negotiations with the consultant to obtain a fair and reasonable price for the anticipated work. Pre -negotiation audits are prepared for contracts expected to be greater than $50,000. Federal reimbursements for costs are limited to those costs allowable under the cost principles of 48 CFR 31. Fixed fees (profit) are determined with consideration given to size, complexity, duration, and degree of risk involved in the work. Profit is in the range of six to 15 percent of the total direct and indirect costs. 7. A qualified local agency employee shall be responsible and in charge of the Work to ensure that the work being pursued is complete, accurate, and consistent with the terms, conditions, and specifications of the contract. At the end of Work, the local agency prepares a performance evaluation (a CDOT form is available) on the consultant. CRS §§24-30-1401 THROUGH 24-30-1408, 23 CFR PART 172, AND P.D. 400.1, PROVIDE ADDITIONAL DETAILS FOR COMPLYING WITH THE PRECEEDING EIGHT (8) STEPS. Exhibit H - Page 2 of 2 EXHIBIT I, FEDERAL -AID CONTRACT PROVISIONS FOR CONSTRUCTION CONTRACTS FHWA-1273 — Revised May 1, 2012 REQUIRED CONTRACT PROVISIONS FEDERAL -AD CONSTRUCTION CONTRACTS 1. General II Nondiscrimination ill. Nonsegregated Facates W. Davis -Bacon and Related Act P+s,aisions V Contract Work Hours and Safety Saandaros Act Provisions V. Subletting or Assigning the Contract VII Safety Accident Prevention. V111, False Statements Camcernrng Highway Projects lX. Implementatrxa of Clean Air Act .ono Federal Water Pollution Control Act X. Compiance with Goverevnemawce Suspension and Debarment Requirentivitv XI. Certification Regarding Use of Contract Fords for Lobbying ATTACHMENTS A Employment and Materials Preference for Appalachian Deveiiopment Highway System Or Appalachian Local Access Road Contracts I included in Appalachian contracts only; L GENERAL 1 Form FHWA-1273 mast be physically incorporated in each construction col ba..t Funded under Tile 23 lexahading emergency contracts soey intended rbr debris removal). The cohrbar.txr for subcontractor) must insert the form is each subcontract and further require its rodkusien in al lower tier subcontracts (excluding purchase ordersrental agreements and other as .ent'enls for supplies or services} The a:plicat><le requirements of Form FHWA-1_73 are incorporated by reference or worth done under any min:rase order rental agreement or agreement for other services. The prime contractor shoal be neesponstpe for compliance by any subcontractor, lower -tier subcontractor or service provider Form FI-PiVA-1273 must be included in ail Federal -ac design - build contracts, in all s,rbcontracts and in lower tier subcontracts 'excluding scitcomhtracts for desgr services, purchase orders rental agreements and other agreements for supplies or services), The desg n -Guilder snail be responsible for compliance by any subcontractor '.deer -tier surtcontractor or service provider. Contracting agences may reference Form FHWA-1273 in bid proposal or request for proposal documents, however. the Form Ft -MA -127'3 must be physically incorporated not referencedI in all contracts subcontracts and krwer-ter subcontracts 'excluding purchase orders rental agreements and other agreements for supplies or services related to a construction contract' 2 Subject to the applicability critera noted in the following sections, these contract provisoes shat: app=ry tc all work performed on the contract by the contractor's man organaaton and w'th the assistance of workers ander the contractors mined ate supenntendenoe arc to all work performed on the contract by piecework, station work, or by subcontract 3. Abreact, of any of the stipulations contained in these Requred Contract Provisions may be sufficient grounds for withholding of progress paymentswithholding of final payment, termination of the contract, suspension debarment or any other actor determined to be appropriate by the contracting agency and FHWA. 4. Selection of Labor Dunng the performance of this contract, the contractor shall sot use convect tabor for any purpose within the limits of a construction project on a Federal -aid highway unless it is labor performed by convicts wro are or parole supervises release or probation. The term Federal -ad highway does not include roadways functionally classified as OCal roads or rural minor collectors II. NONDISCRIMINATION The provisions of this section reared to 23 CFR Pan 230 are applicable to all Federal -ad constructor contracts and to all related constructor subcontracts of $10.000 or more The provisions of 23 CFR Part 230 are not applicable to matera supply emgrneenng or architectvran service contracts In addition, the contractor and ati subcontractors must comp" with tie foaming policies: Executive Order 11248 4' CFR 9D1, 29 CFR 1825-1827, Title 23 USC Section 140, the Rehabilitation Act of 1973, as amended 29 lJSC T94 . Title V1 of the Civil Rights Act cf 1284, as amended, and related regulations including 49 CFR Parts 21, 28 and 27; and 23 CFR Parts 200. 230 arc 833. The contractor arc all saabcontractors must comp. with: the requirements of the Equal Opportunity Clause in 41 CFR 30- '.4Ib) and, for all construction contracts exceeding the Standard Federal Equal Employment Opportunity Construction Contract Specifications in 41 CFR 80-4 3. Note: The U S. Department of Labor has exclusive authority to determine compll:arce with Executive Order 11248 and the policies of the Secretary of Labor including 41 CFR 80 and 29 CFR 1825-1827, The contracting agency are the FHWA. have the authority and the resporsibriity to ensure rxsmpiler,e wrth Title 23 USC Sector 140, the Rehabilitation Act of 1973, as amr,vtrJ tea USC 794), and T the Vh of the C vd Rights Act of '984, as amended, and related regulations rucludirrg 49 C.FR Parts 21, 28 and 27; and 23 CFR Parts 200, 230 3X1 833. The following provision is adopted `nom 23 CFR 230, Appendix A, with appropriate revisions to conform to the U S. Department of Labor {US DOL) and FHWA requirements 1. Equal Employment Opportunity: Equal employment opportunity IEEO 'i requirements not to discrrninate arc to take af9msative action to assure equal opportunity as set forth wider'aws, executive ordersroues regulators 128 CFR 35. 29 CFR 1830 29 CFR 1825-1827 41 CFR 52 and 49 CFR 27; and orders of the Secretary of Labor as mod tea by Me provisions prescribed hereinand imposed pursuant to 23 U S.C 140 shall constitute the EEO and specific affmnative action standards for the contractors project activities under Exhibit I - Page 1 of 12 this contract. The provisions of the Americans with Disabilities Act of 1990 ¢42 U S. C 12 l01 et seq i set forth under 28 CFR 35 and 29 CFR 1530 are ncarporated by reference n this contract In the execution of this contact, the contractor agrees to comply with the following m nrnum specific requirement actirrfies of EEO: a. The contractor will work with the contracting agency and the Federal Government to ensure that K has made every good faith effort to provide equal opportunity wth respect to at of its terms and conditions of employment and in their review of activities under the contract. b. The contractor will .raxut as its operating policy the following statement: 'It is the policy of this Company to assure that applicants are employed, and that employees are treated during employment without regard to their race +legion, sell color national ongin, age or disability Such actor: shall include: employment upgrading, demotion, or transfer, recruitment or recruitment advertising:. layoff or terminator: rates of pay or other forms of compensator; and selector or raining, including apprenticeship, pre-apprenniceshp, andibr on-the- job training.' 2_ EEO Officer The contractor will desgnate and make known to the contracting officers an EEO Officer who will have the responsibility for and most be capable of electively administering and promote g air active EEO program anc wino must be assigned adequate ac ithorty and responstbilrty to do so. 3. Dissemination of Policy All members of the contactor s staff who are authorized to hire. supervise potence, and discharge employees, or who recommend such action or who are substantially involved in such action, will be made fully cognizant of, and will implement, the contractors EE© policy and contractual responsibilities to provide EEO r each grade and classification of emplcrpment. To ensure that the above agreement will be met, the following actions reif be taken as a minimum a. Periodic meetings of supervisory and personnel office employees wa be conducted before the start of work and then not less often than once every six moriths, at winch the the s4trrbactors EEO policy and is Implementationwit be reviewed and explained The meetings wit be conducted by the EEO Officer h- All new superwsery or personnel eke employees will be given a thorough indoctrra on by the EEO O'ffcer covering all maga. aspects of the caraactors EEO otblgatons within thirty days following ther reporting for duty with the odrt Icy. c. All personnel wino are engaged in direct recruitment for the propel will be instructed by the EEO Officer in the contactors procedures for locating and hirrrrg minorities and womer. d. Notices and posters setting'orth Me contractors EEO policy will tie placed in areas readily accessible tc employees. applicants for employment and potential €cricbyees. e. The contractors EEO policy and tire procedures to implement such policy wilt be brought to the attention of employees by means of meetings, emoiyee handbooks, or other appropriate means. 4. Recruitment When advertising for employees, ore contractor wi4 include in at advertisements for employees the notation 'An Equal Opportunity Employer.All such advertisements will be placed in pibticators havng a large circulation among minorities and women in the area from which the protect work force would normally be decreed a. The contractor will, unless precluded by a vale bargaining agreement, conduct systematic and direct recruitment through public and private employee referral sources likely to yield qualified minorities and women. To meet this requirement the contractor MI identify sources of potential minority croup employees, and establish with such dentified sources procedures whereby minority and women applicants may be referred to the ooribautx for employment consideration b. In the event tie contractor has a valid barganng agreement providing for exclusive hiring hall referrals, the contractor is expected to observe the provisions of that agreement to the extent that the system meets the contractors compliance with EEO contract provisions. Where enp]ementaCion of such an -Alinement has the effect of discrinenating aganst minorities or women or obligates the contactor to dc the same, such riplementaten violates Federal nondiscrim nator provisions. c. The contractor will encourage its present employees to refer me ru ibes and women as applicants for employment. Information and procedures with regard to referring such applicants will be discussed with employees. 5. Personnel Actions: Wages, working cohdoohs, and employee benefits shad be established and ad ninstered, and personnel actions of every type, inducing tong, upgrading, promotion, transfer, demotion layoff. and temtnaton, shalt be taken without regara to racecolor relgtm, sex, national origin, age or disability. The following procedures shall be followed a. The contractor will conduct periodic inspections of protect sites to insure that working conditions and employee facilities do not indicate discriminatory treatment of protect site Perse cutei. b. The contractor will periodically evaluate the spread of wages paid within each rdassifcation to determine any evidence of disorrninatory wage practices c. The contractor will periodically review selectee personnel actions in depth to determine whether there s evidence of drscnnunataot. Where evidence is found the contactor wit promptly take corrective action. If the review indicates that true discrimination may extend beyond the actions renewed suer corrective action shad include all affected persons d. The contractor will promptly investigate all complaints of alleged discrimination made to the contractor r connector with as obligations under this contract, wit etteriipt to rescive such complaints, and will take appropriate correctve action within a reasonabe tone. if the investigation rid -cotes that the discnminabcxt may affect persons other than the complainant, such corrective action shall include such other persons. Upon completion of eacr investigation, the contractor will inform every complainant of all of thee avenues of appeal. 6. Training and Promotion: a. The contractor will assist n Iccatng, qualryrrig, and ncreasing the sk ids of rr rrorites and women whc are Exhibit I - Page 2 of 12 applicants for employment or current employees. Such efforts should be awned at developing ha journey level status employees in the type of trade or job classical:on involved. b. Consistent with the contractor's work force requirements and as permissible under Federal and State rregulabona, the contractor shall make hi use of training programs, i.e. apprenticestup, and on-the-job training programs for the geographical area of contract performance. to the event a special provision for training is provided under this contract, this subparagraph wi be superseded as indicated in the special provision. The contracting agency may reserve training positions for persons rho receive welfare assistance in accordance with 23 U.S.C. 140:a; - c. The contractor will advise employees and appiirants for employment of available training programs and entrance requirements for each d. The contractor etli periodically review the trairrag arc promotion potential of employees who are rri cartes and women and wi encourage eligrttie employees toy fir such training and promotion 7. Unions: If the contractor relies n 'role or in part upon unions as a source of employees, the contractor will use good faitta efforts to obtain the cooperator, of such ,moons to increase opportunities for minorities and women. Actors by the contractor, either directly or through a contractor's association acting as agent, wli include the procedures set forth below: a. The contractor will use good fang efforts to develop rtr cooperation with the unions, joint training pruyvams aimed toward qualifying more minorities and women for membership in the unions and increasing the stills of minorities and wxmen so that they may qualify for higher paying emiployment. b. The contractor wilt use good faith efforts to incorporate ar EEO clause into each union agreement to the end that suco union will be contractually bound to refer applicants without regard to their race. color, religion sex, rational origin. age or disability c. The contractor is to obtain infonration as to the referrer practices and poicies of the labor union except that to the extent such x.furriration s within the exclusive possesson of the labor union and such labor union refaases to furnish such infomaatori to the contractor the contractor shall so certify to the contracting agency and shaili se4 forth what efforts have been made to obtain such informaton. d. 1n the event the union is unable to provide are contractor with a reasonable low of referrals within the time 'lim t set tont in the collective bargaining agreement, the contractor wit, through independent recruitment efforts, fill the employment vacancies without regard to race, color, religion, sex. national ongin, age or disability malting full efforts to obtain qualified anti or qualifiable minorties arc warren. The failure of a union to provide sufficient referrals Seven though it is obligated to provide exclusive referrals under the terms of a collective barga ring agreet,ve.=t) does not relieve the contractor from the requirements of this paralpaph. it the event the union rrfr Sal practice prevents the contractor from rreeting the obligators pursuant to Executive Order 11248 as amenbed, and these spec al provisions, such contractor shat, =mmed.atery notify the contracting agency. 8 Reasonable Accommodation for Applicants rl Employees with Disabilities: The contractor must be `am<iar 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 m all employment activities unless to do so would cause an undue hardshp. 9. Selection of Subcontractors, Procurement of Materials and Leasing of Equipment The contractor shall not discriminate on the grotsds of race, color, religion. sex, national Drawn, age or disabilty in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The contractor shall take all necessary and reasonable steps to ensure nondiscrimination n rf�ue admusasnat'ur of this contract. a. The contractor shall notify all potential subcontractors and suppliers and lessors of their EEO obligations under the contract b. The contractor will use good faith efforts to ensure subcontractor compliance with their EEO obligations. 10. Assurance Required by 49 CFR 26.13lb): a. The requirements of 49 CFR Part 28 and re State DOT's U.S. DOT -approved DBE program are noorrporatr t. by reference b. The contractor or subcontractor shall not dnscrrmina to on the basis of race, eceor, national origin, or sex in the performance of the contract Pe contractor shall carry out applicable requirements of 49 CFR Part 28 in the award and admwmastrabce of DOT -assisted contracts FaNute by the contractor to carry out these requrements is a material breach of this contract which may result in the termination of this contract or such other remedy as the contracting agency deems appropriate. 11. Records and Reports: The contractor shall keep such records as necessary to document compliance with the EEO requirements. Such records shall be retained fora period of three years fullowng the date of the final payment to the contractor for all contract work and shall be available at reasonable times and places for inspection by authorized evresentatves of the contracting agency and the FHWA. a. The records kept by the contractor shall document Lee following. :1 The number and work .tours of minority and non- minoity group members and women employed in each work classrficaton on tie project ,,21 The progress arc efforts berg made in cooperation with unions, when app +cabne, to increase employment opportunities for minorities and warren ard ,:3t The progress and efforts berg made in locating, hiring, training, qualifying, and upgrading mnorttes and women, b. The contractors and subcontractors will submit an annual+ =sy,urt to the contracting agency each July for the duration of the project, indicating the number of minority, women, and non -minority group employees currently engager: in each work classification requred by the °contract work This ivafar-nation s to be reported on Form FHWA-1391 The staffing data snould represent the proyect work force on board i ag or any part of the last pay►o0 peraod preceding the end of July. If on-the-job training is being required oy special provision, the contractor Exhibit I - Page 3 of 12 wit be requred to collect and report training data. The employment data should reflect the work force on board dunng all or any part of the last payroll period preceding the end of July. NI. NONSEGREGATED FACILITIES This provision is applicable to aft Federal -aid construction contracts and to all related constructono subs ritracts of 310;000 or more. The contractor must ensure that facilities provided for employees are provided n such a rrtanraer that segregation or the basis of race, color religion, sex, or national origin cannot result. The contractor may neither requ re such segregated use by written or oral polices nor tolerate such use by employee custom. The contractor's obligator extends further to ensure that its employees are not assigned to perform tier services at any location, under the contractors control. winere the facilites are segregated The term '`acuities' mdudes wailing moms, work areas, restaurants and other eating areas, dine rinks, restrooms washroomslocker rooms, and other stu.ortje or dressing areas, parking !lots, drinking fountains, recreation or entertarmern areas, transportation, and cousrrg provided for employees. The contractor shaft provide separate or ss►gfe-user restroorns and necessary dressing or sleep mg areas to assure privacy between sexes N. DAVIS-BACON AND RELATED ACT PROVISIONS This section is applicable to all Federal -ad censtrt cton projects exceeding 32.000 and to all related steccnracts arc lower -tier subcontracts 'regardless of subcontract size;). The requirements apply to all projects located within the right-of- way of a roadway that is functionally classified as Federal -ad highway. This excludes roadways functionally classified as local roads or rural minor collfectors, which are exempt. Contracting agencies may elect to apply these requirements to other projects. The following provisions are Sam the U.S. Department of Labor regulations r 29 CFR 5 5 -Contract provisions and related maters' with mirror revisers to conform to the FHrrh'A- 1273 format and FI-tWA program requirements. 1. Minimum wages a. All laborers and mechanics enpirryed or working upon the site of the work, will be paid unconditionally and not less often than once a week, and without subsequent decli:ction or rebate on any account ,;except such payrot deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act 29 CFR part 3i), the fiat amount of wages and bona floe fringe benefits , or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor winch is attached hereto aria made a part hereof, reg..hdiess of any contractta rewamonship which may be alleged to exist between the contractor and such laborers and mechanics. Contrutions made or costs reasonably anticipated for bona fide fringe benefits under section 11b;d2; of the Davis -Bacon Act on behalf of iaborers or mechanics are considered wages paid to such laborers or mechanics subject to the provisions of paragraph 1 d. of this section also, regular contributor's made or costs incurred for more than a weekly period but not less often than quarterly) under plans, funds or programs which cover the particular weekly period, are deemed to be constructively made or incurred dung such weekly period Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in 29 CFR 5 51a' 4} Laborers or mechanics perfommng work in more than one classificatior< may be compensated at the rate specified for each classification for the time actually worked therein Provided. That the employers payroll records accurately set forth the time spent in each classification in which work is performed The wage determination Iincluong any additonal classification and wage rates conformed under paragraph 1.b. of this section) and the Davis -Bacon poster (MI -1321i shall be posted at all times by the contractor and is subcontractors at the site of the work in a prom rent and accessible place where it can be easily seen by the workers. b., 1 The contracting officer snail require that any class or laborers or mechanics, inciuding helpers, which is not listen in the wage determination and which is to be employed under the contact shall be classified in conformance with the wage determination The contracting officer shall approve ae additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: ;i,`r T work to be performed by the classif cation requested a not performed by a classification rr the wage detemwnataru; and The classficatiorn is utilized in the area by the construction industry and o ) The proposed wage rate, ncludirrg any txama fide fringe benefts, bears a reasonable relationship to the wage rates contained in the wage detenmrmaton. i,2; If the contractor and the laborers and mechanics to be employed in the classification 'if known:, or their representatives, and the contracting officer agree on the ciassifcatron and wage rate i including the amount designated 'or fringe benefits where approcriate, a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Divisor, Emcpkoyment Standards Administration. U S. Department of Labor, Washington DC 20_t0. Pie Administrator, or an authorzed representative, will approve, modify, or disapprove every additional classification action. within 30 days of receipt and so advise the contracting officer or wit notify the contracting officer with arm the 30 -day perioc that additional tme is necessary. 3i In the event the contractor the aborers err mechanics to be employed in the classification or their representatives and the contracting officer do not agree on the proposed eassifcaton and wage rate i including the amount designated for fringe benefits, where appropriate', the c ontractng officer shoat' refer the questions, including tree vrevrs of all interested parties and the reconvncnda on of the contracting officer to the Wage and Hour Adm i nsstrator for determination The Wage aria Hour Alm msstrattor, or an authorized repnesentatve will issue a determination witrtr 30 days of recept and so advse the contracting officer or Exhibit I - Page 4 of 12 will notify the contracting officer within the 3O -day period that adoitiorul time is necessary. l4) The wage rate iatdutteg tinge benefits where appropriate) determined pursuant to paragraphs 1 b i;2) or 1.b 13) of this section. shall be paid to all workers performing work in the classification under ths contract from the first day on which work is performed in the classification. c. Whenever the rninmum wage rate prescribed() the contract for a class of laborers or mechanics includes a frumge benefit which is not expressed as an hourly rate, the contractor shall either pay the beneft as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof d. if the 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 any costs reasonably anticipated r providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has foundupon the written request of the contractor, that the applicable standards of the Days-Bacon Act have been met. The Secretary of Labor may requite the c ortractor to set aside r+ a separate account assets for the meeting of obligations antler the plan or Grogram. 2_ Withholding The contracting agency shall upcnm its loamy outran cr upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld tom the contractor under this contractor any other Federal contract with the same prarne contractor, or any other federally - assisted contract subject to Days -Bacon prevailing wage requirements, which is held by the same prime contractor so much of the accrued payments or advances as may tie considered necessary to pay laborers and mechanics, including apprentices„ trainees, and helpers, employed by the contractor or any subcontractor the full amount of wages required by the contract to the event of failure to pay any laborer or mechanic.including any apprentice, trainee, or helper, employed or wonting on the site of the workail or part of the wages required by the contract, time contracting agency may, after written notice to the contractor, take such action as may be necessary to cause the suspension of any further payment advance, or guarantee of funds untl such violators have ceased 3. Payrolls and basic records a. Payrolls and basic records relating thereto shat be maintained by the contractor during the course of the work and preserved for a period or three years thereafter for all laborers and rnechan)cs working at the site of the workSuch records shall contain the name, address, and social security number of each such worker, his or her correct classification, howurty taus of wages paid :including rates of contributions or costs anticroated for bona fide fringe bene'rts or cash equivalents thereof of the types descrthed r9 section 1ib)l`2;i,B of the Days -Bacon Act', daily and weekly number of hours worked, deductions made are actual wages pac. Whenever the Secretary of Labor has found under 20 CFR 5 5'O 1tiiv) that the wages of any laborer or mechanic include the amount of any costs reasonably antcpated in providing benefits under a plan or program oescnbed in section 1ibii2 t;B' of the Davis - Bacon Act the contractor shall maintain records which show that the ecmmitrnent to provide such benefits is enforceable, that the plan or program is financially responsrtte, and that the pan or program has been communicated in writing to the laborers or mechanics affected, and records wtech show the costs anticipated or the actual cost incurred in providing such benefits. Contractors employing apprentices or trainees under approved programs shall maintan written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage taus prescribed in the applicable programs b. i',1; The contractor shall soltmit weekly for each week r which any contract work is performed a copy of all payvolls to the contracting agency. The payrolls submitted shall set out accurately and completely all of the inForrnab n requred to be mantained under 29 CFR 5.5ia; 3Ki}. except thatfuil social security numbers and home addresses shall not be .included on weekly transmittals. Instead the payrolls shah only seed to reticle an individually identifying number for each employee I e.g. , the last four digits of the employee's social securty numbest. The required weekly payroll information may be submitted in any form desred. Dpmonal Form WH-347 is available for this purpose from the Wage and Hoerr Division Weir site at ho t:rrww.old goviesa'whdformsi1th347nstr.lem or its successor site. The prune contractor is responsible for the submission of copies of payrolls by all subcontractors. Contractors and subcontractors shall maintain the full saciat security number and current address of each covered worker, and shall provide them upon request to the contracting agency for transmission to the State DOT, the FHWA or Mme Wage and Hour Division of the Department of Labor for purposes of an investigation or audit of compliance with prevailing wage requirements. It is not a rotator of this section for a trine contractor to require a subcontractor to provide aciirrases and social security numbers to the prone contractor for its own records., without weekly submission to the contracting agency l2) Each payrol submitted sham be accompanied by a 'Statement of Compliance,' signed by the contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shalt certify the following: ti ) That the payroll for the payroll period contains the information required to be provided under §5.5 (a 3k tai of Regulations, 29 CFR part 5. the appropriate information is being maintained under §5.5 is l43+i l of Regulations, 20 CFR part 5, and that such information s correct and complete i) That each ta©orer or mechanic i incuding each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indrectly and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth rh Regulations, 20 CFR part 3; That each laborer or mechanic has been pac not less than the applicable wage rates and fringe benefits or caste equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. Exhibit I - Page 5 of 12 131 The weekly submission of a properly executed certification set forth on the reverse site of Cptona Form AYH -347 shalt satisfy the requirement for submission of the Statement of Compliance required by paragraph 3.b i21 of this section 14) The falsification of any of the above c efi cations may subject the contractor or subcontractor to civi or criminal prosecution under section 1001 of title 18 arc section 231 of tube 31 of the United States Cooe. c. The contractor or subcontractor shall make the records required under paragraph 3.a or this sector available for inspection, copying. or transcription by authoezed representatives of the contractsrp agency, the State DOT the FHWA or the Department of Labor, and shad permit such representatives to nterview employees during working hors on the job. If the contractor or subcontractor Rails to submit the required records or to make them available the FHWA may, after written notice to the contractor, the contractrig agency or the State DOT, take such action as may be necessary to cause the suspension of any further payment, advance. Or guarantee of Synds. Furthermore, fa ure to submit the required records upon request or to make such records available .may be grounds for debarment action pursuant to 2'r CFR 512. 4. Apprentices and trainees a Apprentices (programs of the USCOLI. Apprentices will be permitted to worts at less trap the predetermined rate for the work they performed when trey are employed pursuant to and individually registered in a bona fide apprereceship program registered with the U.S. Department of Labor, Empaoymettt and Training Ackn mstratior, Office of Apprenticeship Training, Employer and Labor Services, or with a State Apprenticeship Agency recognized by the Office, or f a person is employed in his or her first d0 clays of probationary employment as an apprentice in such an apprenticeship program who s not individually registered in the program, but who has been certified by the Office of Apprenticeship Training, Employer and Labor Services or a State Apprenticeship Agency 'where approprate to be eligible for probationary employment as an apprentice. The allowable ratio of apprentices to jourrseymen on the job site in any craft classification snail net be greater than one rate permitted to the contractor as to the entire work force under tt<e registered program. Any worker listed an a payroit at an: apprentice wage rate, who is not registered or otherwise employed as stated above shall be paid not less than the applicable wage rate on the wage determination Sir the classification of wort actually performed. in addition, any apprentice performing work on the lob site in excess of the ratio perm nett under the registered program shall be paid rat less than the applicable wage rate on the wage determination for the work actually performed. Where a contractor s performing construction on a project in a locality other than that in which is program is regstered, the ratios and wage rates ';expressed in percentages of the journeyman's hourly rater specified n the contractor's or subcontractor's registered program soap be observes. Every apprentice mast tae pair at not less than the rate specified in the registerec program for the apprentice's leve of progress, expressed as a percentage of the jourtneymen hourly rate specified in the applicable wage determination. Apprentices shat be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the furl amount of fringe benefits listed on the wage determnatan for the applicable classification. If the Administrator detemerees that a different prai.taae prevails for the applicable apprentice ctassifcation, fringes shat be paid in accordance with that determnatomn. In the event the Office of Apprernbceshp Training. Employer and Labor Services, or a State Apprenticeship Agency reecoge¢ed by the Officewithdraws approval of an apprencceship program, the contractor will no longer be permitted to utilize apprentices at less than the appicabie predetermined rate for the work performed until an acceptable program s approved. b. Trainees (programs of the L!SDOL1. Except as provided in 29 CFR 5.13, trainees wit not be permitted to wort at less than the predetermined rate for the work performed unless they are employed pursuant to and esdivrdually registered in a program which has received prior approval, evidenced by formal certification by the U S. Department of Labor, Engpfoyrnent and Training The ratio of trainees to journeymen on the jab site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at rot less than the rate specrfeo or the approved program for the trainee's lever of progress, expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination. Trainees shall be pad fringe benefits in accordance with the provisions of the trainee program If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of !range benefits listed on the wage determination unless the Adrtvn6Crator of the Wage and Hour Division detemn;nes that there is an apprenticeship program associated with he corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices My employee listed on the payroll at a trainee rate who is rot registered and participating in a training plan approved by the Employment and Training Administration shat be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed In addition, any trainee performing work an the job ste in excess of the ratio perm tted unntie, the registered program shad be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administrator withdraws approval of a training programthe contractor will nc anger be permitted to utilize trainees at less than the applicable predetermined rate for the wort pet to nnevuntil 3r acceptable program is approved. c. Equal empoyrent opportunity The utilzation of apprentces, trainees and journeymen under this part shat+ be sin conformity with the equal employment opportunity requirements of Executive Order 1124d, as amended and 29 CFR part 3O. Exhibit I - Page 6 of 12 d. Appces and Trainees (programs of the U.S. DOTS. Apprentices and trainees working under apprentceshp ant skill training programs which have been certified by the Secretary of Transportation as promoting EEO in connection with Federal -aid highway construction programs are not subject to the regrarerntnts of paragraph 4 of this Section IV The straight tame hourly wage natha for apprentices 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 comply with the requirements of 29 CFR part 3 which are incorporated by reference in this contract 6. Subcontracts. The contractor or subcontractor shall insert Form FHWA-1273 in any subcontracts and also require the subcontractors to include Form Fl - A-1273 in any lower tier subcontracts The pnrne contractor shall be responsible for the compliance by any subcontractor or lower tier subccieractar with all the c ntract clauses in 29 CFR 5.5 7. Contract termination: debarment A breach of the contract clauses in 29 CFR 5.5 may be grounds it termination of the contract and 'or debarment as a contractor and a subcontractor as provided in 29 CFR 5. S2. II_ Compliance with Davis -Bacon and Related Act requirements_ All rulings and interpretations of the Cars - Bacon and Related Acts oontaer ed in 29 CFR parts 1. 3 and 5 are herein incorporated by reference in this contract 9_ Disputes concerning labor standards. Disputes arising out of the labor standards provisions of this contract shall not be sutheect to the genera disputes loran of this contract Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29CFR parts 5, 8, and 7 Disputes within the meaning of this clause include disputes between the contactor for any of its subcontractors) and the colitiac.ting agency, the U S. Department of Labor, or the employees or then representatives. 10.. Certification of efigibiity, a ey erhter,rg onto this contract, the contractor certifies that neither it i nor he or she i no any person or firm who has an interest in the contractors `rrm is a person or Sim ineligible to be awanden Government contracts by virtue of sector 3n;a) cf the Davis Bacon Act or 2P CFR 5.11:a;+:1 S. b No Chart of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue cf section 3ia of the Days -Bacon Act or 2.2 CFR 5.12r,aH; 1 i. c. The penalty 'or making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1991 V. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT The folkrsinag clauses apply to any Federal -aid construction contract in an amount in excess of $100,000 and su.Cect to the overtime provisions of the Contract Wort Hours and Safety Standards Act. These clauses shall be inserted in addition to the clauses required by 29 CFR 5 5iaj or 29 CFR 4.8. As used in ths paragraph, the terms laborers and mechanics made watchmen and guards 1. Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may requre or involve the employment of laborers or mechanics shall require or penile any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such taborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked r excess of forty hours in such workweek. 2. Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth n p r Jar aph 1?. ) of this section, the contractor and any subcontractor responsible therefor shall be lable for the wiped wages In addition, such contractor and subcontractor shalt he liable to the United States lin the case of work done under contract for the District of Columbia or a territory, to such Distinct or to such territory), f r liquidated damages. Such liquidated damages shat be computed with respect to each individual taborer or mechanic including watchmen and guards, employed in violation of the clause set firth in paragraph i;1. j of this section, in the sum of $10 for each calendar day on which such indnidual was required or pemnined to work rr excess of the standard w rttweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph I1.; of this section. 3. Withholding for unpaid wages and iquidated damages. The FHWA or the contacting agency shall upon its own actin or upon written request of an authorized representative of the Department of Labor withlhaad or cause to be withheld, from any moneys payable or account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other knierally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sutras as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph i2 I of this sector. 4. Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph i 1. through 'A.) of this sector and also a clause requiring the subcontractors to rclude these clauses in any lower tier subcontracts. The prime contractor shall be responsblie for compliance by any subcontractor or lower tier subcontractor with the daises set forth in paragraphs (1.) through l4.) of this section. Exhibit I - Page 7 of 12 VI. SUBLETTING OR ASSIGNING THE CONTRACT This provision is applinnwin to a Feoeralaid construction contracts on the National Highway System 1 The contractor shall perform with its own organization contract work amounting to not less than 30 percent I or a greater percentage A specified elsewhere in Mee contracts of the total or>gnal contract pace, excluding any specialty items designated by the contracting agency. Specialty items may be performed by subcontract and the amount of any such specialty Gems performed may be deducted from the total original contract price before computing the amount of work required to be performed by the contractor's own organizaton (23 CFR 835.110). a. The term 'perform work wise its own organ ration' refers to workers employed or leased by the prime contractor, and equipment owned or rented by the prime contractor, with or without operators. Such term does not include employees Or equipment of a subcontractor or lower tier subcontractor agents of the prince contractor, or any other assignees. The term may include payments for the costs of hiring leased employees from an employee leasng Inn meeting of relevant Federal and State regulatory requirements Leased employees may only be included in this terror f the prime contractor meets all of the following conditions: t) the prime contractor maintains control over the supervision of the day-to-day activities of the lieased employees; 12) the prime contractor remains responsible for the quality of the root of the leased employees; 13) the prime contractor retains al power to accept or exclude individual employees from work on the project and 14) the prime contractor remains ultimately respomsibile for the payment of predetermined minimazn wages, the submission of payrolls, statements of compilianoe and all other Federal regulatory requirements. b. 'Specialty Items' shat be construed to be United to work that requires highly specialized knowledge, abilities, or equipment not ordinarily available in the type of contracting organizations qualified and expected to bid or propose on the contract as a whole and ra genera are to be limited to minor components of the overall contract 2. The contract amount upon winch the requrremerts set forth in paragraph i'r of Section VI is computed includes the cost of material and manufactured products which are to be purchased or produced by the contractor under the contract prrers>cris. 3 The contractor shall furnish la) a competent superintendent or supervisor who is employed by the frm has full authority to direct performance of the work in accordance with the contract requirements, and s in charge of all construction operations 1,regardess of who performs the worts; and ib such other of its own organizational resources (supervision management, and engineenng services) as the contracting officer determrrnes rs necessary to assure the performance of the contract. 4 No Dorton+ of the contract shalt be sublet assigned or otherwise disposer of except with the written consent of the contracting officer, or authorized ?rpresentative, and such consent when given shae not be construed to relieve the contractor of any responsalrility for the furtfiltment of the contract. Virden consent will be =amen only after the cord'..Lting agency has assured that each subcontract ,s evidenced in writing and that it contains all pertnent provisions and requirements of the prime contract 5. The 3O self -performance requirement of paragraph (1) is not applicable to design -build contractshowever, contractng agencies may establish their own self-perfonnanrx requirements. VII. SAFETY: ACCIDENT PREVENTION This provision s applicable to all Federal-ao construction contracts and to all related subcontracts. I . In the performance of t s contract the contractor shall comply with all applicable Federal, State and local laws governing satiety, health, and sanitation (23 CFR 6351 The contractor shall provide all safeguards, safety devices and protective equipment and take any other needed actions as I determines, or as the contracting officer may determnne, to be reasonably necessary to protect the life and health of employees on the* and the safety of the public and to protect property in connection with the performance of the work covered by the col ilnac.t. 2. It is a coeditor of this contract, and that be made a condition of each subcontract, which the contractor enters into pursuant to this contract, that the contractor and any subcontractor shat not permit any employee, m performance of the contract, to work in surroundings or under conditions which are unsanitary, hazardous or dangerous to hisher nealth or safety as determined under crrsduction safety and 'health standards i20 CFR 1025) promulgated by the Secretary of Labor in accordance well Section 107 of the Contract Work Hours and Safety Standards Act .40 U.S C 3704;1 3. Pursuant to 2g CFR '2 9.3 it s a condition of this contract that the Seaetary of Labor or authorized representative thereofshall have right of entry to arty site of contract performance to inspect or investigate the matter of compliance with the arnstructon safety and health standards and to carry out the duties of the Secretary under Section 107 of the Contract Wort Hoes and Safety Standards Act r40 U S. C 37041 VIA. FALSE STATEMENTS CONCERNING HIGHWAY PROJECTS T h s p r o v s on s applicable to all Federal-ao construction contracts and to at related subcontracts. In order to assure hign quality and durable oorstructcn in conformity with approved plans and specicatcns and a thigh degree of reliability on statements and representations made by engineers, contractors, suppliers, and workers on Federa- ad highway protects, it is essential that all persons concerned with the project perform their functions as carefully, thoroughly, and honestly as possible. Willful falsification, distortion Cr misrepresentation wth respect to any facts related to the project is a violation of Federal taw To prevent any misunderstanding regarding the seriousness of these and similar acts, Form FHWA-f 022 shall be posted on each Federal -aid highway project 123 CFR 835, in one or more paces where it is readily available to an persons cancernec Triton the project °r U.S.C. 1020 reads as follows: Exhibit I - Page 8 of 12 'Whoever, being an officer, agent, or employee of the United States. or of any State or Territory, or whoever whether a person, association, Finn, or corporation, knowingy makes any 'alse statement false retxesentatron, or false report as to the character. quality, quantity, or cost of the matenal used or to be used, or the quantity or quaky of the work performed or to be performed, or the cost thereof in connection with the submission of plans, maps.. specifications, contracts, or costs of construction on any highway or relaWd project sabmitted for approval to the Secretary of Transportation or Whoever knowingly makes any false statement, false representation, false report or false dam with respect to the character, quality, quantity, or cost of any work performed or to be performed, or materials furnished or to be furnished, in connection with the construction of any highway or related project approved by the Secretary of Transportation; or Whoever knowingly makes any faire statement or false representation as to material fact in any statement certificate, or report submitted pursuant to provisions of the Federal -ac Roads Act approved July 1, 1818 38 Start 3rii), as amended and supplernented; Steal be fared under this title or irnprsoned not more than 5 years or both.' IX. IMPLEMENTATION OF CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT This provisory is applicable to ail Federal -ad construction contracts and to all related subcontracts. By submission of this bid+timroposal or the execution n of this contract, or subcontract, as appropriate, the bidder. proposer, Federal -aid construction contractor, or subcontractor, as appropriate, will be deemed to have stipulated as follows: 1. That any person who is or will toe utilized on the performance of this contract is not prohibited from receiving an award due to a violation of Section 508 of the Clean Water Act or Section 300 of the Clean Air Act. 2. That the contractor agrees to litho:* or cause to be included the requirements of paragraph {1) of this Section X in every subcontract, and further agrees to take such action as the contracting agency may direct as a means of enforcing such recµhirements. X CERTIFICATION REGARDING DEBARMENT. SUSPENSION, INELIGIBLITY MD VOLUNTARY EXCLUSION This provision is appticable to at Federal -ad construction coutrdc:b, design -build contracts, subcontract, lower -tier subcontracts, purchase orders, lease agreements, consultant contracts or any other covered transaction requiring FHWA approval or that is estimated to cost $225,00D or none - as defined in 2 CFR Parts 193 and 1200. 1. Instructions for Certification - First Tier Participants: a By signing and submitting this proposal, the prospective rst tier participant is providing the certification set out below. b. The inability of a person to provide Vie certificator set our below will not necessarily result in denial of paricipation n this covered t+ansactxxi. The prospective first tier participant shall submit an explanation of why it cannot provide the certification set out below. The certification or explanation wilt be considered in connection with the department or agency's determination whether to enter nth this transaction. However failure of the prospective first tier participant to furnish a certification or an explanation shall disqualify such a person from participation n this transaction. c. The certification in this clause is a material representation of fact upon which reliance was placed when the contracting agency determined to enter into this transaction. If R s later determined that the prospective participant knowingly rendered an erroneous certification, in addition to other remedies 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 f any tone the prospective first tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances e. The terms 'covered transaction,' 'debarred,' 'suspended,' 'ineligible ' "participant,' 'person.' "principal' and 'voluntarily excluded.' as used in this clauseare defined h 2 CFR Parts ISO and 1200. 'First Tier Covered Transactions' refers to any covered transaction between a grantee or swbgrantee of Federal funds and a participant {such as the prime or general contract)- 'Lower Tier Covered Transactions' iefers to any covered transaction under a First Tier Covered Transaction {such as stbcontracts'i. "First Ter Participant' refers to the participant who has entered into a covered transactor with a grantee or suiyrdrdee Of Federal funds (such as the prime or general contras or;.. 'Lower Tier Participant' refers any participant who has entered into a covered transactor with a First Tier Participant or other Lower Tier Participants Isuch as subcorrbac.tui 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 Nino ingly enter into any lower tier covered transaction with a person who is debarred suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency elite, rej into this transaction g. The prospective first Omer participant 5xther agrees by submitting this proposal that it will include the clause titled 'Certification Regarding Debarment Suspension, ineligibility and Voluntary Exclusion -Lower Ter Covered Transactions,' provided by the department or contracting agency, entering into thus covered trmaeactor, without modficationin all lower tier covered transactions and in all solicitations for flower tier covered transactors exceeding the $25,000 threshold. old. h. A participant in a covered transaction may rely upon a certification of a prospective participant n a lower tier covered transaction that is not debarred, suspended, inel glide, or voluntarily excluded from the covered transaction, unless rt knows that the certification is erroneous. A part pant is responsible for ensuring that its principals are not suspended, debarred, or otherwise ineligible to participate in covered transactions. To verify the eligibility of its principals as well as the eligibility of any lower tier prospective participants, each participant may, but is rot required to, check the Excluded Parties List System website : +htpsl eww.epls.aov'i. which is compiled by the General Services Administration. Exhibit I - Page 9 of 12 Nothing contained in the foregoing shall be construed to require the establishment of a system of records in order to render in good faith the certification required by this claim. The knowledge and nfcxmation of the prospective participarrt is not required to exceed that which is normally possessed try a prudent person in the ordinary course of busrhess dealings. Except for transactions authonzed under paragraph if of these instructions. F a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Goverrnnent, the department or agency may terminate this transaction for cause or default. 2_ Certification Regarding Debarment. Suspension. Ineligibility and Voluntary Exclusion - Forst Tier Participants: a Tine prospective first tier participant certifies to the best of its knowledge and belief, that it and its principals 11,i Are not presently debarred. suspended, proposed for debarment, declared ineligible, or voluntarily excluded tarn partici patng in covered bshacto ns by any Federal department or agency {'_) Have not within a tbiee-year period precect rig this proposal been convicted of or had a curl judgment rendered against them for commission of fraud or a criminal offense in connector wth obtaining, attempting to obtain. or performing a public {Federal State or local) transaction or contract under a public transaction: violation of Federal or State antitrust statutes or canrnission of ernbezzlenrenhtthen forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; !3) Are not presently indicted for or otherwise criminally or civilly charged by a goventn entai entity 'Federal, State or local) with convnissitm of any of the offenses enumerated in paragraph 1all2) of this certification; and 14) Have not within a three-year period preceding this appli cationiproposal had one or more public transactions rFederal. State or local) terminated for cause or default. b Where the prospective participant .s unable to certify to any of the statements in this certification, suctr prospective participant shall attach an explanation to this proposal 2 instructions for Certification - Lower Tier Participants: Appiirabiie to all subcontracts, purchase orders and other lower tier buractions requiring prior FHWA approva or estmated to cost 525.000 or more - 2 CFR Pacts '50 arc 12001 a. By sgnrng and submitting this propose, the prospective lower tier is providing the certification set out below. b. The certification in this clause is a material representaton of fact upon which reliance was placed when this transaction was entered into. If it is dater determined that the prospective lower tier participant knowingly rendered an erroneous certficatiors, r addton to other rermedes avakable to the Federal Gover+vnenst the department, or agency with which this transaction originated may pursue available remedies roweling suspension ardor debarment. c. The prospective lower ter participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous by reason of changed circhknstahces. d. The terms 'covered transaction,' 'debarred.' suspended,- ineligible ',participant.'. "person.' 'principal. ' and 'voluntarily excluded,' as used in this clause are defined in 2 CFR Pants LSO and 1200 You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. 'First Tier Covered Transactions" refers to any covered transaction between a grantee or subgrantee of Federal funds and a partinpant 'such as the prime or general contract). 'Lower Tier Covered Transactions' refers to any covered transaction under a First Ter Covered Transaction iIsuch as subcontracts). 'Fist Tier Participant' refers to the participant who has entered into a covered transaction wth a gaiter or scfigahtee of Federal ficids !such as the prime or general contractor!. 'Lower Tier Participant' refers any participant who has entered into a covered transaction with a Frst Ter Participant or other Lower Ter Participants !such as subcontractors and suppliers). e. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered rib it shall not knowingly enter nto any lower tier covered transactor with a person who rs debated. suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which t is transaction originated. f. The prospective lower tier participant further agrees by submitting this proposal that it will eeclurde this clause titled 'Certification Regarding Debarment Suspension, trheligibility and Voluntary E.xdusion-Lower Tier Covered Transaction,' without modification, in all lower tier covered transactions and m afi solicitations for lower tier covered transactions exceeding the 525.000 threshold. g. A participant in a covered transaction may rely +4mon a certifcation of a prospective participant in a lower tier covered transaction that is not debarred, suspended, ineligbve, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant is responsible or ensuring that its principals are not suspended. ciebaned.. or otherwise ineligible to partiopate in covered transactons. To verify the eligibility of its principals, as well as the eligibwd ry of any brier tier prospective participants, eaer participant may. but is not required to, check ire Excluded Parties List System website itidos,i,`wv w.epls.aotn'). Oil& is compiled by the General Services Administration h. Nothing contained in the foregoing shall be construed to require establishment of a system of records it order to render in good faith the certification requred by this clause. The knowledge and iidaririation of participarht is not requ red to exceed that which es normally possessed by a prudent person in the ordinary course cf business deahrgs. i. Except for transactors authorized under paragraphs e of these nslnxctions, f a participant n a covered transaction knowingly enters etc a lower tier covered transaction with a person who s suspended, debarred, neiigible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the Exhibit I - Page 10 of 12 department or agency with which this transaction originated may pursue available remedies, including suspension andi'or debarment. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion —Lower Tier Participants: I . The prospective lower tier participant certifiesby submission of tha proposal, that neither it nor its princpals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal department or agency. 2. 'Where the prospective lower tier participant is unable to certfy to any of the statements reeks certification such prospective participant shall attach an explanation to this proposal XL CERTIFICATION REGARDING USE OF CONTRACT FUNDS FOR LOBBYING This provision is appildatie to ail Federal -aid construction contracts and to all related subcontracts which exceed 3100,000 1,46 CFR 201 1. The prospective particpant certifies, by s+grnneg and submitting this bd or proposal, to the best of Its or her knowledge and belief that: a. 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 contract, the making of any Federal grantthe making of any Federal loan,. the enteraeg into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contractgrant loan, or cooperative agreement. b. If any funds other than Federal appropriated funds have been paid or will be paid to any person for infAcenamg or attempting to influence an officer or employee of any Feder -4i agency, a Member of Congress, an officer or employee of Congress., or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and subsist Standard Form-LLL 'Disclosure Form to Report Lobbying,' in accordance with its instructions 2. 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 31 ll.i.C. 1352 Any person who fats to fie the required certfication shall be subject to a civi penalty of not less than 310.000 and not more than 3100.O30 for each such failure 3. The prospective particpant also agrers by saubm deg its bid or proposal that the participant shall require that the lang,i of this certification be included ra at lower tier subcontracts which exceed 3100,000 and that all such recipients shall certify arnc disclose accordingly. Exhibit 1 - Page 11 of 12 ATTACHMENT A - EMPLOYMENT AND MATERIALS PREFERENCE FOR APPALACHIAN DEVELOPMENT HIGHWAY SYSTEM OR APPALACHIAN LOCAL ACCESS ROAD CONTRACTS This provision is applicable to all Federal -aid projects funded under the Appaladaan Regional ljevel©pnent Act of 1965. 1. During the performance of this contract, the contractor undertaking to do work which is, or reasonably may be done as on -site work. shall give preference to qual+Fied persons Vito regularly reside in the labor area as designated by the DOL wherein the contract works situated, or the subregion, or the Appalachian counties of the State wherein the contract work is situated, except a. To the extent that qualified persons regularly residing yn the area are not available. b. For the reasonable needs of the contractor to employ supenrsary or specially experienced personnel necessary to assure an efficient execution of the contract work. c. For the obligaccn of the rxrnaacter to offer employment to present orfcrmer employees as the result of a lawful caliective bargairsrng contract provided that the number of nonresident persons employed under this subparagraph i:1ci shah not exceed 20 percent of the total number of employees employed by the contractor on the contract work, except as provided in subparagraph t41 below. 2. The contractor sal ptarp a ztb order with the State Employment Service indicating (al the classifications of the laborers mechanics and other employees required to perform the contract work, Qb the number of employees required in each classification, lel the date on w horn the participant estmates such employees will be required. and +',d; any other pertinent information required by the State Employment Service to complete the job order hum The job order may be placed nth the State Employment Service in writing or by telephone If during the course of the contract work, the information submitted by the contractor in the ooginal job order !s substantially modified, the participant shall promptly notify the State Employment Service 3. The contractor shall gee fill oon<sideraton to at qualified job applicants iefeired to turn by the State Employment Service. The contractor is not required to grant employment to any Job applicants who, in this opinion are not quaffed to perornr the classification of work required. 4. If, within one week foNoweg the placing of a jots order by die contractor with the State Employment Service, the State Employment Service is unable to refer any qualified pb applicants to the contractor or less than the number requested. the State Employment Service rot forward a certificate to the contractor :indicating the unavailab ty of applicants. Such certificate shall be made a part of the emit:ac.tors pemnanent project records. Upon receipt of this certificate the contractor may employ persons wino co not normally reside in the labor area to fill positions covered by the certificate "otwthstanding the provsions of subparagraph f 1c i above. 5. The prcviscns of 23 CFR 633.207.e allow the contracting agency to provide a contractual preference for the use of mineral resource materials native to the Appalachian region 6. The contractor shale incde the provisions of Sections 1 through 4 of this Attachment A in every subcontract for work which s or reasonably may be, done as on-ste work. Exhibit 1 - Page 12 of 12 EXHIBIT J, ADDITIONAL FEDERAL REQUIREMENTS Federal laws and regulations that may be applicable to the Work include: Executive Order 11246 Executive Order 11246 of September 24, 1965 entitled "Equal Employment Opportunity," as amended by Executive Order 11375 of October 13, 1967 and as supplemented in Department of Labor regulations (41 CFR Chapter 60) (All construction contracts awarded in excess of $10,000 by the Local Agencys and their contractors or the Local Agencys). Copeland "Anti -Kickback" Act The Copeland "Anti -Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3) (All contracts and sub -Agreements for construction or repair). Davis -Bacon Act The Davis -Bacon Act (40 U.S.C. 276a to a-7) as supplemented by Department of Labor regulations (29 CFR Part 5) (Construction contracts in excess of $2,000 awarded by the Local Agencys and the Local Agencys when required by Federal Agreement program legislation. This act requires that all laborers and mechanics employed by contractors or sub -contractors to work on construction projects financed by federal assistance must be paid wages not less than those established for the locality of the project by the Secretary of Labor). Contract Work Hours and Safety Standards Act Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-330) as supplemented by Department of Labor regulations (29 CFR Part 5). (Construction contracts awarded by the Local Agency's in excess of $2,000, and in excess of $2,500 for other contracts which involve the employment of mechanics or laborers). Clear Air Act Standards, orders, or requirements issued under section 306 of the Clear Air Act (42 U.S.C. 1857(h), section 508 of the Clean Water Act (33 U.S.C. 1368). Executive Order 11738, and Environmental Protection Agency regulations (40 CFR Part 15) (contracts, subcontracts, and sub -Agreements of amounts in excess of $100,000). Energy Policy and Conservation Act Mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163). OMB Circulars Office of Management and Budget Circulars A-87, A-21 or A-122, and A-102 or A-110, whichever is applicable. Hatch Act The Hatch Act (5 USC 1501-1508) and Public Law 95-454 Section 4728. These statutes state that federal funds cannot be used for partisan political purposes of any kind by any person or organization involved in the administration of federally -assisted programs. Nondiscrimination 42 USC 6101 et seq. 42 USC 2000d, 29 USC 794, and implementing regulation, 45 C.F.R. Part 80 et. seq. These acts require that no person shall, on the grounds of race, color, national origin, age, or handicap, be excluded from participation in or be subjected to discrimination in any program or activity funded, in whole or part, by federal funds. ADA The Americans with Disabilities Act (Public Law 101-336; 42 USC 12101, 12102, 12111-12117, 12131-12134, 12141-12150, 12161-12165, 12181-12189, 12201-12213 47 USC 225 and 47 USC 611. Uniform Relocation Assistance and Real Property Acquisition Policies Act The Uniform Relocation Assistance and Real Property Acquisition Policies Act, as amended (Public Law 91- 646, as amended and Public Law 100-17, 101 Stat. 246-256). (If the contractor is acquiring real property and displacing households or businesses in the performance of the Agreement). Drug -Free Workplace Act The Drug -Free Workplace Act (Public Law 100-690 Title V, subtitle D, 41 USC 701 et seq.). Age Discrimination Act of 1975 The Age Discrimination Act of 1975, 42 U.S.C. Sections 6101 et. seq. and its implementing regulation, 45 C.F.R. Part 91; Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. 794, as amended, and implementing regulation 45 C.F.R. Part 84. 23 C.F.R. Part 172 23 C.F.R. Part 172, concerning "Administration of Engineering and Design Related Contracts". 23 C.F.R Part 633 Exhibit J - Page 1 of 2 23 C.F.R Part 633, concerning "Required Contract Provisions for Federal -Aid Construction Contracts". 23 C.F.R. Part 635 23 C.F.R. Part 635, concerning "Construction and Maintenance Provisions". Title VI of the Civil Rights Act of 1964 and 162(a) of the Federal Aid Highway Act of 1973 Title VI of the Civil Rights Act of 1964 and 162(a) of the Federal Aid Highway Act of 1973. The requirements for which are shown in the Nondiscrimination Provisions, which are attached hereto and made a part hereof. Nondiscrimination Provisions: In compliance with Title VI of the Civil Rights Act of 1964 and with Section 162(a) of the Federal Aid Highway Act of 1973, the Contractor, for itself, its assignees and successors in interest, agree as follows: i. Compliance with Regulations The Contractor will comply with the Regulations of the Department of Transportation relative to nondiscrimination in Federally assisted programs of the Department of Transportation (Title 49, Code of Federal Regulations, Part 21, hereinafter referred to as the "Regulations"), which are herein incorporated by reference and made a part of this Agreement. ii. Nondiscrimination The Contractor, with regard to the work performed by it after award and prior to completion of the contract work, will not discriminate on the ground of race, color, sex, mental or physical handicap or national origin in the selection and retention of Subcontractors, including procurement of materials and leases of equipment. The Contractor will not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix C of the Regulations. iii. Solicitations for Subcontracts, Including Procurement of Materials and Equipment In all solicitations either by competitive bidding or negotiation made by the Contractor for work to be performed under a subcontract, including procurement of materials or equipment, each potential Subcontractor or supplier shall be notified by the Contractor of the Contractor's obligations under this Agreement and the Regulations relative to nondiscrimination on the ground of race, color, sex, mental or physical handicap or national origin. iv. Information and Reports The Contractor will provide all information and reports required by the Regulations, or orders and instructions issued pursuant thereto and will permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the State or the FHWA to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of the Contractor is in the exclusive possession of another who fails or refuses to furnish this information, the Contractor shall so certify to the State, or the FHWA as appropriate and shall set forth what efforts have been made to obtain the information. v. Sanctions for Noncompliance In the event of the Contractor's noncompliance with the nondiscrimination provisions of this Agreement, the State shall impose such contract sanctions as it or the FHWA may determine to be appropriate, including, but not limited to: a. Withholding of payments to the Contractor under the contract until the Contractor complies, and/or b. Cancellation, termination or suspension of the contract, in whole or in part. Incorporation of Provisions §22 The Contractor will include the provisions of this Exhibit J in every subcontract, including procurement of materials and leases of equipment, unless exempt by the Regulations, orders, or instructions issued pursuant thereto. The Contractor will take such action with respect to any subcontract or procurement as the State or the FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance; provided, however, that, in the event the Contractor becomes involved in, or is threatened with, litigation with a Subcontractor or supplier as a result of such direction, the Contractor may request the State to enter into such litigation to protect the interest of the State and in addition, the Contractor may request the FHWA to enter into such litigation to protect the interests of the United States. Exhibit J - Page 2 of 2 EXHIBIT K, FFATA SUPPLEMENTAL FEDERAL PROVISIONS State of Colorado Supplemental Provisions for Federally Funded Contracts, Grants, and Purchase Orders Subject to The Federal Funding Accountability and Transparency Act of 2006 (FFATA), As Amended Revised as of 3-20-13 The contract, grant, or purchase order to which these Supplemental Provisions are attached has been funded, in whole or in part, with an Award of Federal funds. In the event of a conflict between the provisions of these Supplemental Provisions, the Special Provisions, the contract or any attachments or exhibits incorporated into and made a part of the contract, the provisions of these Supplemental Provisions shall control. 1. Definitions. For the purposes of these Supplemental Provisions, the following terms shall have the meanings ascribed to them below. 1.1. "Award" means an award of Federal financial assistance that a non -Federal Entity receives or administers in the form of: 1.1.1.Grants; 1.1.2. Contracts; 1.1.3. Cooperative agreements, which do not include cooperative research and development agreements (CRDA) pursuant to the Federal Technology Transfer Act of 1986, as amended (15 U.S.C. 3710); 1.1.4.Loans; 1.1.5.Loan Guarantees; 1.1.6.Subsidies; 1.1.7.Insurance; 1.1.8.Food commodities; 1.1.9.Direct appropriations; 1.1.10. Assessed and voluntary contributions; and 1.1.11. Other financial assistance transactions that authorize the expenditure of Federal funds by non -Federal Entities. Award does not include: 1.1.12. Technical assistance, which provides services in lieu of money; 1.1.13. A transfer of title to Federally -owned property provided in lieu of money; even if the award is called a grant; 1.1.14. Any award classified for security purposes; or 1.1.15. Any award funded in whole or in part with Recovery funds, as defined in section 1512 of the American Recovery and Reinvestment Act (ARRA) of 2009 (Public Law 111-5). 1.2. "Contract" means the contract to which these Supplemental Provisions are attached and includes all Award types in §1.1.1 through 1.1.11 above. 1.3. "Contractor" means the party or parties to a Contract funded, in whole or in part, with Federal financial assistance, other than the Prime Recipient, and includes grantees, subgrantees, Subrecipients, and borrowers. For purposes of Transparency Act reporting, Contractor does not include Vendors. 1.4. "Data Universal Numbering System (DUNS) Number" means the nine -digit number established and assigned by Dun and Bradstreet, Inc. to uniquely identify a business entity. Dun and Bradstreet's website may be found at: http://fedqov.dnb.com/webform. 1.5. "Entity" means all of the following as defined at 2 CFR part 25, subpart C; 1.5.1. A governmental organization, which is a State, local government, or Indian Tribe; 1.5.2.A foreign public entity; 1.5.3.A domestic or foreign non-profit organization; Exhibit K - Page 1 of 4 1.5.4.A domestic or foreign for-profit organization; and 1.5.5. A Federal agency, but only a Subrecipient under an Award or Subaward to a non -Federal entity. 1.6. "Executive" means an officer, managing partner or any other employee in a management position. 1.7. "Federal Award Identification Number (FAIN)" means an Award number assigned by a Federal agency to a Prime Recipient. 1.8. "FFATA" means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109- 282), as amended by §6202 of Public Law 110-252. FFATA, as amended, also is referred to as the "Transparency Act." 1.9. "Prime Recipient" means a Colorado State agency or institution of higher education that receives an Award. 1.10. "Subaward" means a legal instrument pursuant to which a Prime Recipient of Award funds awards all or a portion of such funds to a Subrecipient, in exchange for the Subrecipient's support in the performance of all or any portion of the substantive project or program for which the Award was granted. 1.11. "Subrecipient" means a non -Federal Entity (or a Federal agency under an Award or Subaward to a non -Federal Entity) receiving Federal funds through a Prime Recipient to support the performance of the Federal project or program for which the Federal funds were awarded. A Subrecipient is subject to the terms and conditions of the Federal Award to the Prime Recipient, including program compliance requirements. The term "Subrecipient" includes and may be referred to as Subgrantee. 1.12. "Subrecipient Parent DUNS Number" means the subrecipient parent organization's 9 -digit Data Universal Numbering System (DUNS) number that appears in the subrecipient's System for Award Management (SAM) profile, if applicable. 1.13. "Supplemental Provisions" means these Supplemental Provisions for Federally Funded Contracts, Grants, and Purchase Orders subject to the Federal Funding Accountability and Transparency Act of 2006, As Amended, as may be revised pursuant to ongoing guidance from the relevant Federal or State of Colorado agency or institution of higher education. 1.14. "System for Award Management (SAM)" means the Federal repository into which an Entity must enter the information required under the Transparency Act, which may be found at http://www.sam.gov. 1.15. "Total Compensation" means the cash and noncash dollar value earned by an Executive during the Prime Recipient's or Subrecipient's preceding fiscal year and includes the following: 1.15.1. Salary and bonus; 1.15.2. Awards of stock, stock options, and stock appreciation rights, using the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2005) (FAS 123R), Shared Based Payments; 1.15.3. Earnings for services under non -equity incentive plans, not including group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of Executives and are available generally to all salaried employees; 1.15.4. Change in present value of defined benefit and actuarial pension plans; 1.15.5. Above -market earnings on deferred compensation which is not tax -qualified; 1.15.6. Other compensation, if the aggregate value of all such other compensation (e.g. severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the Executive exceeds $10,000. 1.16. "Transparency Act" means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109-282), as amended by §6202 of Public Law 110-252. The Transparency Act also is referred to as FFATA. 1.17 "Vendor" means a dealer, distributor, merchant or other seller providing property or services required for a project or program funded by an Award. A Vendor is not a Prime Recipient or a Subrecipient and Exhibit K - Page 2 of 4 is not subject to the terms and conditions of the Federal award. Program compliance requirements do not pass through to a Vendor. 2. Compliance. Contractor shall comply with all applicable provisions of the Transparency Act and the regulations issued pursuant thereto, including but not limited to these Supplemental Provisions. Any revisions to such provisions or regulations shall automatically become a part of these Supplemental Provisions, without the necessity of either party executing any further instrument. The State of Colorado may provide written notification to Contractor of such revisions, but such notice shall not be a condition precedent to the effectiveness of such revisions. 3. System for Award Management (SAM) and Data Universal Numbering System (DUNS) Requirements. 3.1. SAM. Contractor shall maintain the currency of its information in SAM until the Contractor submits the final financial report required under the Award or receives final payment, whichever is later. Contractor shall review and update SAM information at least annually after the initial registration, and more frequently if required by changes in its information. 3.2. DUNS. Contractor shall provide its DUNS number to its Prime Recipient, and shall update Contractor's information in Dun & Bradstreet, Inc. at least annually after the initial registration, and more frequently if required by changes in Contractor's information. 4. Total Compensation. Contractor shall include Total Compensation in SAM for each of its five most highly compensated Executives for the preceding fiscal year if: 4.1. The total Federal funding authorized to date under the Award is $25,000 or more; and 4.2. In the preceding fiscal year, Contractor received: 4.2.1. 80% or more of its annual gross revenues from Federal procurement contracts and subcontracts and/or Federal financial assistance Awards or Subawards subject to the Transparency Act; and 4.2.2. $25,000,000 or more in annual gross revenues from Federal procurement contracts and subcontracts and/or Federal financial assistance Awards or Subawards subject to the Transparency Act; and 4.3. The public does not have access to information about the compensation of such Executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d) or § 6104 of the Internal Revenue Code of 1986. 5. Reporting. Contractor shall report data elements to SAM and to the Prime Recipient as required in §7 below if Contractor is a Subrecipient for the Award pursuant to the Transparency Act. No direct payment shall be made to Contractor for providing any reports required under these Supplemental Provisions and the cost of producing such reports shall be included in the Contract price. The reporting requirements in §7 below are based on guidance from the US Office of Management and Budget (OMB), and as such are subject to change at any time by OMB. Any such changes shall be automatically incorporated into this Contract and shall become part of Contractor's obligations under this Contract, as provided in §2 above. The Colorado Office of the State Controller will provide summaries of revised OMB reporting requirements at http://www.colorado.aov/dpa/dfp/sco/FFATA.htm. 6. Effective Date and Dollar Threshold for Reporting. The effective date of these Supplemental Provisions apply to new Awards as of October 1, 2010. Reporting requirements in §7 below apply to new Awards as of October 1, 2010, if the initial award is $25,000 or more. If the initial Award is below $25,000 but subsequent Award modifications result in a total Award of $25,000 or more, the Award is subject to the reporting requirements as of the date the Award exceeds $25,000. If the initial Award is $25,000 or more, but funding is subsequently de -obligated such that the total award amount falls below $25,000, the Award shall continue to be subject to the reporting requirements. 7. Subrecipient Reporting Requirements. If Contractor is a Subrecipient, Contractor shall report as set forth below. Exhibit K - Page 3 of 4 7.1 ToSAM. A Subrecipient shall register in SAM and report the following data elements in SAM for each Federal Award Identification Number no later than the end of the month following the month in which the Subaward was made: 7.1.1 Subrecipient DUNS Number; 7.1.2 Subrecipient DUNS Number + 4 if more than one electronic funds transfer (EFT) account; 7.1.3 Subrecipient Parent DUNS Number; 7.1.4 Subrecipient's address, including: Street Address, City, State, Country, Zip + 4, and Congressional District; 7.1.5 Subrecipient's top 5 most highly compensated Executives if the criteria in §4 above are met; and 7.1.6 Subrecipient's Total Compensation of top 5 most highly compensated Executives if criteria in §4 above met. 7.2 To Prime Recipient. A Subrecipient shall report to its Prime Recipient, upon the effective date of the Contract, the following data elements: 7.2.1 Subrecipient's DUNS Number as registered in SAM. 7.2.2 Primary Place of Performance Information, including: Street Address, City, State, Country, Zip code + 4, and Congressional District. 8. Exemptions. 8.1. These Supplemental Provisions do not apply to an individual who receives an Award as a natural person, unrelated to any business or non-profit organization he or she may own or operate in his or her name. 8.2 A Contractor with gross income from all sources of less than $300,000 in the previous tax year is exempt from the requirements to report Subawards and the Total Compensation of its most highly compensated Executives. 8.3 Effective October 1, 2010, "Award" currently means a grant, cooperative agreement, or other arrangement as defined in Section 1.1 of these Special Provisions. On future dates "Award" may include other items to be specified by OMB in policy memoranda available at the OMB Web site; Award also will include other types of Awards subject to the Transparency Act. 8.4 There are no Transparency Act reporting requirements for Vendors. Event of Default. Failure to comply with these Supplemental Provisions shall constitute an event of default under the Contract and the State of Colorado may terminate the Contract upon 30 days prior written notice if the default remains uncured five calendar days following the termination of the 30 day notice period. This remedy will be in addition to any other remedy available to the State of Colorado under the Contract, at law or in equity. Exhibit K - Page 4 of 4 EXHIBIT L, SAMPLE SUBRECIPIENT MONITORING AND RISK ASSESSMENT AV CDOT SUBRECIPIENT RISK ASSESSMENT Date:, Name of Entity (Subrecipient): Name of Project/ Program: Estimated Award Period: Entity Executive Director or VP: Entity Chief Financial Officer: Entity Representative for this Self Assessment: Instructions: (See "Instructions" tab/or more information) 1. Check only one box for each question. All questions ore required to beanswered. 2. Utilize the "Comment" section below the last question for additional responses. . When complete, check the box at the bottom of the form to authorize. Yes No N/A EXPERIENCE ASSESSMENT rr Mo MIA 1 Is your entity new to operating or managing federal funds (has not done so within the past three years)? C ❑ 2 Is this funding program new for your entity (managed for less than three years)? Examples of funding programs include CMAQ, TAP, STP-M, etc. ❑ 3 Does your staff assigned to the program have at least three full years of experience with this federal program? r ONtTWO NG/AUDITASSESSMENT Yes MO WA 4 Has your entity had an on -site project or grant review from an external entity (e.g., COOT, FHWA) within the last three years? i ❑ 5 a) Were there non-compliance issues in this prior review? i i LI Li b) What were the number and extent of issues in prior review? El 1 o r], "" r, ERATION ASSESSMENT Y« WA 6 Does your entity have a time and effort reporting system in place to account for 100% of all employees' time, that can provide a breakdown of the actual time spent on each funded project? If No, in the comment section please explain how you intend to document 100% of hours worked by employees and breakdown of time spent on each funding project. + ❑ INANCtA1 ASSESSMENT Y,: 11e MIA 7 a) Does your entity have an indirect cost rate that is approved and current? j fl b) If Yes, who approved the rate, and what date was it approved? 8 Is this grant/award 10% or more of your entity's overall funding? >1Ott:. <1O 9 Has your entity returned lapsed* funds? *Funds "lapse" when they are no longer available for obligation. I ❑ Li 10 Has your entity had difficulty meeting local match requirements in the last three years? f ! fl 11 What is the total federal funding your entity has been awarded for the last federal fiscal year, and what is your entity's fiscal year end? Exhibit L - Page ( of 3 INTERNAL CONTROLS ASSESSMENT teas Ne s/A 12 Has your entity had any significant changes in key personnel or accounting system(s) in the last year? (e.g., Controller, Exec Director, Program Mgr, Accounting Mgr, etc.) if Yes, in the comment section, please identify the accounting system(s), and/or list personnel positions and identify any that are vacant. El ❑ ❑ 13 Does your entity have financial procedures and controls in place to accommodate a federal -aid project? ❑ ❑ 14 Does your accounting system identify the receipts and expenditures of program funds separately for each award? ❑ ❑ 15 Will your accounting system provide for the recording of expenditures for each award by the budget cost categories shown in the approved budget?LI 16 Does your agency have a review process for all expenditures that will ensure that all costs are reasonable, allowable and allocated correctly to each funding source? If Yes, in the comment section, please explain your current process for reviewing costs. II L, ❑ 17 How many total FTE perform accounting functions within your organization? I l >6 Li 2to5 Li <2 IMPACT ASSESSMENT res N NIA 18 For this upcoming federal award or in the immediate future, does your entity have any potential conflicts of interest* in accordance with applicable Federal awarding agency policy? If Yes, please disclose these conflicts in writing, along with supporting information, and submit with this form. ( Any practices, activities or relationships that reasonably appear to be in conflict with the full performance of the Subrecipient's obligations to the State.) El ❑ 19 For this award, has your entity disclosed to CDOT, in writing, violations of Federal criminal law involving fraud, bribery, or gratuity violations potentially affecting the award? Response options: YES = Check if have one or more violation(s) and have either disclosed previously to CDOT or as part of this form. in the comment section, list all violations with names of supporting documentation and submit with this form. NO = Check if have one or more violation(s) and have not disclosed previously or will not disclose as part of this form. Explain in the comment section. N/A = Check if have no violations. ❑ PROGRAM MANAGEMENT ASSESSMENT r . eta ally 20 Does your entity have a written process/procedure or certification statement approved by your governing board ensuring critical project personnel are capable of effectively managing Federal- aid projects? If Yes, please submit with thisform. ❑ ❑ • 21 Does your entity have written procurement policies or certification statement for consultant selection approved by your governing board in compliance with 23 CFR 172*? If Yes, please submit with this form. ( *The Brooks Act requires agencies to promote open competition by advertising, ranking selecting, and negotiating contracts based on demonstrated competence and qualifications, at a fair and reasonable price.) —? El Cl ,ZI a) Is your staff familiar with the relevant CDOT manuals and federal program requirements? IT ❑ L b) Does your entity have a written policy or a certification statement approved by your governing board assuring federal -aid projects will receive adequate inspections? If Yes, please submit with this form. ❑ El ❑ c) Does your entity have a written process or a certification statement approved by your governing board assuring a contractor's work will be completed in conformance with approved plans and specifications? If Yes, please submit with this form. ❑ ❑ ❑ Exhibit L - Page 2 of 3 d) Does your entity have a written policy or certification statement approved by your governing board assuring that materials installed on the projects are sampled and tested per approved processes. If Yes, please submit with this form. e) Does your entity have a written policy or certification statement approved by your governing board assuring that only US manufactured steel will be incorporated into the project (Buy America requirements)? If Yes, please submit with this form. Comments - As needed, include the question number and provide comments related to the above questions. Insert additional rows as needed. ET By checking this box, the Executive Director, VP or Chief Financial Officer of this entity certifies that all Information provided on this form is true and correct. Exhibit L - Page 3 of 3 loot Version: v2 0 (081816) EXHIBIT M, OMB Uniform Guidance for Federal Awards Subject to The Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards ("Uniform Guidance"), Federal Register, Vol. 78, No. 248, 78590 The agreement to which these Uniform Guidance Supplemental Provisions are attached has been funded, in whole or in part, with an award of Federal funds. In the event of a conflict between the provisions of these Supplemental Provisions, the Special Provisions, the agreement or any attachments or exhibits incorporated into and made a part of the agreement, the provisions of these Uniform Guidance Supplemental Provisions shall control. In the event of a conflict between the provisions of these Supplemental Provisions and the FFATA Supplemental Provisions, the FFATA Supplemental Provisions shall control. 9. Definitions. For the purposes of these Supplemental Provisions, the following terms shall have the meanings ascribed to them below. 9.1. "Award" means an award by a Recipient to a Subrecipient funded in whole or in part by a Federal Award. The terms and conditions of the Federal Award flow down to the Award unless the terms and conditions of the Federal Award specifically indicate otherwise. 2 CFR §200.38 9.2. "Federal Award" means an award of Federal financial assistance or a cost -reimbursement contract under the Federal Acquisition Requirements by a Federal Awarding Agency to a Recipient. "Federal Award" also means an agreement setting forth the terms and conditions of the Federal Award. The term does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal program. 9.3. "Federal Awarding Agency" means a Federal agency providing a Federal Award to a Recipient. 2 CFR §200.37 9.4. "FFATA" means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109-282), as amended by §6202 of Public Law 110-252. 9.5. "Grant" or "Grant Agreement" means an agreement setting forth the terms and conditions of an Award. The term does not include an agreement that provides only direct Federal cash assistance to an individual, a subsidy, a loan, a loan guarantee, insurance, or acquires property or services fur the direct benefit of use of the Federal Awarding Agency or Recipient. 2 CFR §200.51. 9.6. "OMB" means the Executive Office of the President, Office of Management and Budget. 9.7. "Recipient" means a Colorado State department, agency or institution of higher education that receives a Federal Award from a Federal Awarding Agency to carry out an activity under a Federal program. The term does not include Subrecipients. 2 CFR §200.86 9.8. "State" means the State of Colorado, acting by and through its departments, agencies and institutions of higher education. 9.9. "Subrecipient" means a non -Federal entity receiving an Award from a Recipient to carry out part of a Federal program. The term does not include an individual who is a beneficiary of such program. 9.10. "Uniform Guidance" means the Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, which supersedes requirements from OMB Circulars A-21, A-87, A-110, and A-122, OMB Circulars A-89, A-102, and A-133, and the guidance in Circular A-50 on Single Audit Act follow-up. The terms and conditions of the Uniform Guidance flow down to Awards to Subrecipients unless the Uniform Guidance or the terms and conditions of the Federal Award specifically indicate otherwise. 9.11. "Uniform Guidance Supplemental Provisions" means these Supplemental Provisions for Federal Awards subject to the OMB Uniform Guidance, as may be revised pursuant to ongoing guidance from relevant Federal agencies or the Colorado State Controller. 10. Compliance. Subrecipient shall comply with all applicable provisions of the Uniform Guidance, including but not limited to these Uniform Guidance Supplemental Provisions. Any revisions to such provisions automatically shall Exhibit M - Page 1 of 5 become a part of these Supplemental Provisions, without the necessity of either party executing any further instrument. The State of Colorado may provide written notification to Subrecipient of such revisions, but such notice shall not be a condition precedent to the effectiveness of such revisions. 11. Procurement Standards. 3.1 Procurement Procedures. Subrecipient shall use its own documented procurement procedures which reflect applicable State, local, and Tribal laws and regulations, provided that the procurements conform to applicable Federal law and the standards identified in the Uniform Guidance, including without limitation, §§200.318 through 200.326 thereof. 3.2 Procurement of Recovered Materials. If Subrecipient is a State Agency or an agency of a political subdivision of a state, its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. 4. Access to Records. Subrecipient shall permit Recipient and auditors to have access to Subrecipient's records and financial statements as necessary for Recipient to meet the requirements of §200.331 (Requirements for pass -through entities), §§200.300 (Statutory and national policy requirements) through 200.309 (Period of performance), and Subpart F -Audit Requirements of the Uniform Guidance. 2 CFR §200.331(a)(5). 5. Single Audit Requirements. If Subrecipient expends $750,000 or more in Federal Awards during Subrecipient's fiscal year, Subrecipient shall procure or arrange for a single or program -specific audit conducted for that year in accordance with the provisions of Subpart F -Audit Requirements of the Uniform Guidance, issued pursuant to the Single Audit Act Amendments of 1996, (31 U.S.C. 7501-7507). 2 CFR §200.501. 5.1 Election. Subrecipient shall have a single audit conducted in accordance with Uniform Guidance §200.514 (Scope of audit), except when it elects to have a program -specific audit conducted in accordance with §200.507 (Program -specific audits). Subrecipient may elect to have a program -specific audit if Subrecipient expends Federal Awards under only one Federal program (excluding research and development) and the Federal program's statutes, regulations, or the terms and conditions of the Federal award do not require a financial statement audit of Recipient. A program -specific audit may not be elected for research and development unless all of the Federal Awards expended were received from Recipient and Recipient approves in advance a program -specific audit. 5.2 Exemption. If Subrecipient expends less than $750,000 in Federal Awards during its fiscal year, Subrecipient shall be exempt from Federal audit requirements for that year, except as noted in 2 CFR §200.503 (Relation to other audit requirements), but records shall be available for review or audit by appropriate officials of the Federal agency, the State, and the Government Accountability Office. 5.3 Subrecipient Compliance Responsibility. Subrecipient shall procure or otherwise arrange for the audit required by Part F of the Uniform Guidance and ensure it is properly performed and submitted when due in accordance with the Uniform Guidance. Subrecipient shall prepare appropriate financial statements, including the schedule of expenditures of Federal awards in accordance with Uniform Guidance §200.510 (Financial statements) and provide the auditor with access to personnel, accounts, books, records, supporting documentation, and other information as needed for the auditor to perform the audit required by Uniform Guidance Part F -Audit Requirements. 6. Contract Provisions for Subrecipient Contracts. Subrecipient shall comply with and shall include all of the following applicable provisions in all subcontracts entered into by it pursuant to this Grant Agreement. 6.1 Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of "federally assisted construction contract" in 41 CFR Part 60-1.3 shall include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Exhibit M - Page 2 of 5 Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." "During the performance of this contract, the contractor agrees as follows: (1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. (2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. (3) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (4) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (5) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (6) In the event of the contractor's non-compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. (7) The contractor will include the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the contractor may request the United States to enter into such litigation to protect the interests of the United States." 4.2 Davis -Bacon Act. Davis -Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non -Federal entities must include a provision for compliance with the Davis -Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must he required to pay wages not less than once a week. The non -Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non -Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland "Anti -Kickback" Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Exhibit M - Page 3 of 5 Part by Loans or Grants from the United States"). The Act provides that each contractor or Subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non -Federal entity must report all suspected or reported violations to the Federal awarding agency. 4.3 Rights to Inventions Made Under a Contract or Agreement. If the Federal Award meets the definition of "funding agreement" under 37 CFR §401.2 (a) and Subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," Subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. 4.4 Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251- 1387), as amended. Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non -Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). 4.5 Debarment and Suspension (Executive Orders 12549 and 12689). A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debannent and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. 4.6 Byrd Anti -Lobbying Amendment (31 U.S.C. 1352). Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non -Federal award. 7. Certifications. Unless prohibited by Federal statutes or regulations, Recipient may require Subrecipient to submit certifications and representations required by Federal statutes or regulations on an annual basis. 2 CFR §200.208. Submission may be required more frequently if Subrecipient fails to meet a requirement of the Federal award. Subrecipient shall certify in writing to the State at the end of the Award that the project or activity was completed or the level of effort was expended. 2 CFR §200.201(3). If the required level of activity or effort was not carried out, the amount of the Award must be adjusted. 1. 8. Event of Default. Failure to comply with these Uniform Guidance Supplemental Provisions shall constitute an event of default under the Grant Agreement (2 CFR §200.339) and the State may terminate the Grant upon 30 days prior written notice if the default remains uncured five calendar days following the termination of the 30 day notice period. This remedy will be in addition to any other remedy available to the State of Colorado under the Grant, at law or in equity. 9. Effective Date. The effective date of the Uniform Guidance is December 26, 2013. 2 CFR §200.110. The procurement standards set forth in Uniform Guidance §§200.3I7-200.326 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 Perfbrmance Goals that awarding Federal agencies are required to detail in the Awards. Exhibit NI - Page 4 of 5 Section 200.301 provides guidance to Federal agencies to measure performance in a way that will help the Federal awarding agency and other non -Federal entities to improve program outcomes. The Federal awarding agency is required to provide recipients with clear performance goals, indicators, and milestones (200.210). Also, must require the recipient to relate financial data to performance accomplishments of the Federal award. Exhibit M - Page 5 of 5 Hello