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Home My WebLink About20150915.tiff RESOLUTION RE: APPROVE AGREEMENT CONCERNING ROADSIDE VEGETATION MAINTENANCE 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 Agreement Concerning Roadside Vegetation Maintenance between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Public Works, and the Colorado Department of Transportation,commencing upon execution of signature,with further terms and conditions being as stated in said agreement,and WHEREAS,after review,the Board deems it advisable to approve said agreement,a copy of which is attached hereto and incorporated herein by reference. NOW,THEREFORE,BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado,that the Agreement Concerning Roadside Vegetation Maintenance between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Public Works, and the Colorado Department of Transportation be,and hereby is,approved. BE IT FURTHER RESOLVED by the Board that the Chair be,and hereby is,authorized to sign said agreement. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 6th day of April,A.D.,2015. BOARD OF COUNTY COMMISSIONERS �,,// WELD COUNTY,COLORADO ATTEST: W Mile+ ti EXCUSED Barbara Kirkmeyer,Chair 7Weld C unty Clerk to the Board B rj J (Y1/44— �l v,r ( Mike Freeman,Pro-Tem `c Deputy ? �e Board �. _ Sean P.C way �Z APPROVED AS TO FOR o d BM a J County Attorney j /, ® Steve Moreno Date of signature: CG: `7q()( 6)5-//2' 2015-0915 4/6.//5- EG0072 ?�86 _ MEMORANDUM • T!Jli GOUN_. TO: Clerk to the Board DATE: March 31, 2015 FROM: Tina Booton, Public Work Jay McDonald, Director of Pub is Works SUBJECT: Agenda Item This request is for signature on the contract for a Colorado Department of Transportation grant through Transportation Alternatives Program(TAP).This project will work to change the vegetation along CR 390 from Hwy 14 to Hereford and CR 37 from CR 22 to Hwy 52.The long term goal is to reduce roadside maintenance cost of mowing and spraying; while improving water quality, reducing erosion and benefiting pollinator species. We were awarded$51,000.Weld County's in-kind match is$12,750.This project will run from spring 2015 through spring 2017. Please add this item to the agenda for Monday,April 6, 2015 2015-0915 0) (FAILAR R6) Rev,7/8/09 Project: Roadside Vegetation Maintenance(TAP(030-069) Routing#: 15-IIA4-%H-00169 Region:04(rh) SAP II)#:471000693/ STATE OF COLORADO Department of Transportation Agreement with WELD COUNTY GOVERNMENT TABLE;OF CONTENTS I. PARTIES 2. EFFECTIVE DATE AND NOTICE OF NONLIABII.ITY 7 3. RECITALS 2 4. DEFINITIONS 5. TERM AND EARI.Y TERMINATION 3 6. SCOPE OF WORK 3 7. OPTION LETTER MODIFICATION 7 8. PAYMENTS 7 9. ACCOUNTING 9 10. REPORTING -NOTIFICATION 10 II. LOCAL AGENCY RECORDS 10 12. CONFIDENTIAL INFORMATION-STATE RECORDS I I 13. CONFLICT OF INTEREST I I 14. REPRESENTATIONS AND WARRANTIES I I 15. INSURANCE 12 16. DEFAULT-BREACH 13 17. REMEDIES 13 18. NOTICES and REPRESENTATIVES 15 19. RIGIITS IN DATA, DOCUMENTS. AND COMPUTER SOFTWARE 15 20. GOVERNMENTAL IMMUNITY 16 21. STATEWIDE CONTRACT MANAGEMENT SYSTEM 16 22. FEDERAL REQUIREMENTS 16 23. DISADVANTAGED BUSINESS ENTERPRISE(DBE) 16 24. DISPUTES 17 25. GENERAL PROVISIONS 17 26. COLORADO SPECIAL PROVISIONS 19 27. SIGNATURE PAGE 21 29. EXIIIBIT A-SCOPE OF WORK 30. EXIIIBIT B-LOCAL AGENCY RESOLUTION 31. EXHIBIT C-FUNDING PROVISIONS 32. EXHIBIT D-OPTION LETTER 33. EXHIBIT E-LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST 34. EXHIBIT F-CERTIFICATION FOR FEDERAL-AID CONTRACTS 35. EXHIBIT G-DISADVANTAGED BUSINESS ENTERPRISE 36. EXHIBIT II -LOCAL AGENCY PROCEDURES FOR CONSULTANT SERVICES 37. EXHIBIT I -FEDERAL-AID CONTRACT PROVISIONS 38. EXHIBITJ-FEDERAL REQUIREMENTS 39. EXHIBIT T K - SUPPLEMENTAL FEDERAL PROVISIONS I. PARTIES Fi IIS AGREEMENT is entered into by and between WELD COUNTY GOVERNMENT(hereinafter called the "Local Agency"), and the STATE OF COLORADO acting by and through the Department of Transportation (hereinafter called the"State"or"CDOT"). 2. EFFECTIVE DATE AND NOTICE OF NONLIABILIT% This Agreement shall not be effective or enforceable until it is approved and signed by the Colorado State Controller or their designee (hereinafter called the "Effective Date"). The State shall not be liable to pay or reimburse the Local Agency for any performance hereunder, including, but not limited to costs or expenses incurred,or be bound by any provision hereof prior to the Effective Date. 3. RECITALS A. Authority,Appropriation,and Approval Authority exists in the law and funds have been budgeted, appropriated and otherwise made available and a sufficient unencumbered balance thereof remains available for payment and the required approval, clearance and coordination have been accomplished from and with appropriate agencies. i. Federal Authority Pursuant to Title I, Subtitle A, Section 1 108 of the"Transportation Equity Act for the 21st Century"of 1998 (TEA-21) and/or the "Safe, Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users" (SAFETEA-LU) of 2005 and to applicable provisions of Title 23 of the United States Code and implementing regulations at Title 23 of the Code of Federal Regulations, as may be amended. (collectively referred to hereinafter as the "Federal Provisions"), certain federal funds have been and are expected to continue to be allocated for transportation projects requested by the 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"). ii, State Authority Pursuant to CRS §43-1-223 and to applicable portions of the Federal Provisions, the State is responsible for the general administration and supervision of performance of projects in the Program, including the administration of federal funds for a Program project performed by a Local Agency under a contract with the State. This Agreement is executed under the authority of CRS §§29-I-203, 43-1-110; 43-1-116,43-2-101(4)(c)and 43-2-104.5. B. Consideration The Parties acknowledge that the mutual promises and covenants contained herein and other good and valuable consideration are sufficient and adequate to support this Agreement. C. Purpose The purpose of this Agreement is to disburse Federal funds to the Local Agency pursuant to CDOT's Stewardship Agreement with the FH WA. D. References 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. 4. DEFINITIONS The following terms as used herein shall be construed and interpreted as follows: A. Agreement or Contract "Agreement" or "Contract" means this Agreement, its terms and conditions, attached exhibits, documents incorporated by reference under the terms of this Agreement, and any future modifying agreements, exhibits, attachments or references that are incorporated pursuant to Colorado State Fiscal Rules and Policies. B. Agreement Funds "Agreement Funds" means funds payable by the State to Local Agency pursuant to this Agreement. C. Budget "Budget"means the budget for the Work described in Exhibit C. D. Consultant and Contractor Document Builder Generated Page 2 of 21 "Consultant' means a professional engineer or designer hired by Local Agency to design the Work and -Contractor" means the general construction contractor hired by Local Agency to construct the Work. F Evaluation "Evaluation" means the process of examining the Local Agency's Work and rating it based on criteria established in §6 and Exhibits A and E. F. Exhibits and Other Attachments The following exhibits) are attached hereto and incorporated by reference herein: Exhibit A (Scope of Work), Exhibit B (Resolution), Exhibit C (Funding Provisions), Exhibit 0 (Option Letter), Exhibit E (Checklist). Exhibit F (Certification for Federal-Aid Funds), Exhibit G (Disadvantaged Business Enterprise), Exhibit H (Local Agency Procedures), Exhibit I (Federal-Aid Contract Provisions), Exhibit J (Federal Requirements)and Exhibit K(Supplemental Federal Provisions). G. Goods "Goods"means tangible material acquired, produced. or delivered by the Local Agency either separately or in conjunction with the Services the Local Agency renders hereunder. H. Oversight "Oversight" means the term as it is defined in the Stewardship Agreement between COOT and the Federal Highway Administration("FH WA") and as it is defined in the Local Agency Manual. I. Party or Parties "Party"means the State or the Local Agency and"Parties"means both the State and the Local Agency J. Work Budget Work Budget means the budget described in Exhibit C. K. Services "Services"means the required services to be performed by the Local Agency pursuant to this Contract. L. Work "Work" means the tasks and activities the Local Agency is required to perform to fulfill its obligations under this Contract and Exhibits A and E, including the performance of the Services and delivery of the Goods. M. Work Product "Work Product- means the tangible or intangible results of the local Agency's Work, including, but not limited to, software, research, reports, studies, data, photographs, negatives or other finished or unfinished documents,drawings, models,surveys, maps, materials, or work product of any type, including drafts. 5. TERM AND EARLY TERMINATION The Panics' respective performances under this Agreement shall commence on the Effective Date. This Agreement shall terminate after five (5) years of state controllers signature in section 27, unless sooner terminated or completed as demonstrated by final payment and final audit. 6. SCOPE OF WORK A. Completion the Local Agency shall complete the Work and other obligations as described herein in Exhibit A. Work performed prior to the Effective Date or after final acceptance shall not be considered part of the Work. B. Goods and Services The Local Agency shall procure Goods and Services necessary to complete the Work. Such procurement shall be accomplished using the Contract Funds and shall not increase the maximum amount payable hereunder by the State. C. Employees All persons employed hereunder by the Local Agency, or any Consultants or Contractors shall be considered the Local Agency's, Consultants', or Contractors' employee(s) for all purposes and shall not he employees of the State for any purpose. D. State and Local Agency Commitments i. Design If the Work includes preliminary design or final design or design work sheets, or special provisions and estimates (collectively referred to as the "Plans"), the Local Agency shall comply with and be responsible for satisfying the following requirements: Document Builder Generated Page 3 of 2I 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 I lighway 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 produced by a Colorado Registered Professional Engineer. f) Provide final assembly of Plans and all other necessary documents. g) Be responsible for the Plans' accuracy and completeness. h) :lake no further changes in the Plans following the award of the construction contract to contractor unless agreed to in writing by the Parties. The Plans shall be considered final when approved in writing by CDOT and when final they shall be incorporated herein. ii. Local Agency Work a) Local Agency shall comply with the requirements of the Americans With Disabilities Act(ADA), and applicable federal regulations and standards as contained in the document"ADA Accessibility Requirements in CDOT Transportation Projects". b) Local Agency shall afford the State ample opportunity to review the Plans and make any changes in the Plans that are directed by the State to comply with FI I W A requirements. el Local Agency may enter into a contract with a Consultant to perform all or any portion of the Plans and/or of 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 the Local Agency enters into a contract with a Consultant for the Work: (I) 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.the 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 FII WA 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 arc available from the CDOT Agreements Office. (4) local Agency (and any Consultant)shall comply with 23 C.F.R. 172.5(6) and(d) and use the CDO"f procedures described in Exhibit H to administer the Consultant contract. (5) I.ocal Agency may expedite any CDOT approval of its procurement process and/or Consultant contract by submitting a letter to CDOT from the Local Agency's attorney/authorized representative certifying compliance with Exhibit II 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 the 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. Document Builder Generated Page 4 of 2I (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 the 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,the Local Agency shall perform the construction in accordance with the approved design plans and/or administer the construction in accordance with Exhibit E. Such administration shall include Work inspection and testing; approving sources of materials; performing required plant and shop inspections; documentation of contract payments, testing and inspection activities; preparing and approving pay estimates; preparing, approving and securing the funding for contract modification orders and minor contract revisions; processing Construction Contractor claims; construction supervision; and meeting the Quality Control requirements of the FIIWA/C'DOT Stewardship Agreement, as described in the Local Agency Contract Administration Checklist. a) If the Local Agency is performing the Work, the State may, after providing written notice of the reason for the suspension to the Local Agency, suspend the Work, wholly or in part, due to the failure of the 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) The Local Agency shall be responsible for the following: (I) Appointing a qualified professional engineer, licensed in the State of Colorado, as the Local Agency Project Engineer (LAPE), to perform engineering administration. The LAPF shall administer the Work in accordance with this Agreement, the requirements of the construction contract and applicable State procedures. (2) For the construction of the Work, advertising the call for bids upon approval by the State and awarding the construction contracts)to the low responsible bidder(s). (a) All advertising and bid awards, pursuant to this agreement, by the Local Agency shall comply with applicable requirements of 23 G.S.C. §1 12 and 23 C.F.R. Parts 633 and 635 and C.R.S. § 24-92-101 et seq. Those requirements include, without limitation, that the Local Agency and its Contractor shall incorporate Form 1273 (Exhibit I) in its entirety verbatim into any subcontract(s) for those services as terms and conditions therefore, as required by 23 C.F.R.633.102(e). (b) The Local Agency may accept or reject the proposal of the apparent low bidder for Work on which competitive bids have been received. The Local Agency must accept or reject such bid within three(3)working days after they arc publicly opened. (c) As part of accepting bid awards,the Local Agency shall provide additional funds, subject to their availability and appropriation, necessary to complete the Work if no additional federal-aid funds are available. (3) The requirements of this §6(D)(iii)(c)(2) also apply to any advertising and awards made by the State. (4) If all or part of the Work is to he accomplished by the Local Agency's personnel (i.e. by force account) rather than by a competitive bidding process, the Local Agency shall perform such work in accordance with pertinent State specifications and requirements of 23 C.F.R. 635, Subpart B, Force Account Construction. (a) Such Work will normally be based upon estimated quantities and firm unit prices agreed to between the Local Agency, the State and FHWA in advance of the Work, as provided for in 23 C.F.R. 635.204(c). Such agreed unit prices shall constitute a commitment as to the value of the Work to be performed. (b) An alternative to the preceding subsection is that the Local Agency may agree to participate in the Work based on actual costs of labor, equipment rental, materials supplies and supervision necessary to complete the Work. Where actual costs are used, eligibility of cost items shall be evaluated for compliance with 48 C.F.R. Part 31. Document Builder Generated Page 5 of 21 (c) If the State provides matching funds under this Agreement, rental rates for publicly owned equipment shall be determined in accordance with the State's Standard Specifications for Road and Bridge Construction §109.04. Id) All Work being paid under force account shall have prior approval of the State and/or EH WA A and shall not be initiated until the State has issued a written notice to proceed. E. State's Commitments a) 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 El I WA Form 1212. b) 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 major structures designed by, or that are the responsibility of the Local Agency as identified in the Local Agency Contract Administration Checklist, Exhibit E. F. ROW and Acquisition/Relocation a) If the Local Agency purchases a right of way for a State highway, including areas of influence, the Local Agency shall immediately convey title to such right of way to CDOT after the Local Agency obtains title. 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 and the Uniform Relocation Assistance and Real Property Acquisition Policies for Federal and Federally Assisted Programs as amended (49 C.F.R. Part 241.CDOT's Right of Way Manual, and CDOT's Policy and Procedural Directives. c) The Parties' respective compliance responsibilities depend on the level of federal participation; provided however,that the State always retains Oversight responsibilities. d) The Parties' respective responsibilities under each level in CDOT's Right of Way Manual (located at http://www.dot.state.co.us/ROW Manual,') and reimbursement for the levels will be under the following categories: (I) Right of way acquisition(31111 for federal participation and non-participation; (2) Relocation activities, if applicable(3109); (3) Right of way incidentals, if applicable (expenses incidental to acquisition/relocation of right of way—3114). C. Utilities If necessary,the Local Agency shall be responsible for obtaining the proper clearance or approval from any utility company which may become involved in the Work. Prior to the Work being advertised for bids, the Local Agency shall certify in writing to the State that all such clearances have been obtained. a) Railroads If the Work involves modification of a railroad company's facilities and such modification will be accomplished by the railroad company, the Local Agency shall make timely application to the Public Utilities commission requesting its order providing for the installation of the proposed improvements and not proceed with that part of the Work without compliance. The 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: b) Execute an agreement setting out what work is to be accomplished and the location(s) thereof, and which costs shall be eligible for federal participation. c) Obtain the railroad's detailed estimate of the cost of the Work. d) Establish future maintenance responsibilities for the proposed installation. e) Proscribe future use or dispositions of the proposed improvements in the event of abandonment or elimination ofa grade crossing. t) Establish future repair and/or replacement responsibilities in the event of accidental destruction or damage to the installation. H. Environmental Obligations The Local Agency shall perform all Work in accordance with the requirements of the current federal and state environmental regulations including the National Environmental Policy Act of 1969 (NEPA) as applicable. Document Builder Generated Page 6 of 2I I. Maintenance Obligations The 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 FfI WA,and the Local Agency shall provide for such maintenance and operations obligations each year. Such maintenance and operations shall be conducted in accordance with all applicable statutes, ordinances and regulations pertaining to maintaining such improvements. The State and Ftl WA may make periodic inspections to verify that such improvements are being adequately maintained. 7. OPTION LETTER MODIFICATION An option letter may be used to add a phase without increasing total budgeted funds, increase or decrease the encumbrance amount as shown on Exhibit C, and/or transfer funds from one phase to another. Option letter modification is limited to the specific scenarios listed below. The option letter shall not be deemed valid until signed by the State Controller or an authorized delegate. A. Option to add a phase and/or increase or decrease the total encumbrance amount. The State may require the Local Agency to begin a phase that may include Design, Construction, Environmental, Ltilities, ROW Incidentals or Miscellaneous (this does not apply to Acquisition/Relocation or Railroads) as detailed in Exhibit A and at the same terms and conditions stated in the original Agreement, with the total budgeted funds remaining the same. The State may simultaneously increase and/or decrease the total encumbrance amount by replacing the original funding exhibit (Exhibit C) in the original Agreement with an updated Exhibit C-I (subsequent exhibits to Exhibit C-I shall he labeled C-2, C-3, etc). The State may exercise this option by providing a fully executed option to the Local Agency within thirty(30) days before the initial targeted start date of the phase, in a form substantially equivalent to Exhibit D. If the State exercises this option, the Agreement will be considered to include this option provision. B. Option to transfer funds from one phase to another phase. The State may require or permit the Local Agency to transfer funds from one phase(Design, Construction, Environmental, Ltilities, ROW Incidentals or Miscellaneous) to another as a result of changes to state, federal, and local match. The original funding exhibit (Exhibit C) in the original Agreement will be replaced with an updated Exhibit C-I (subsequent exhibits to Exhibit C-I shall he labeled C-2, C-3, etc.) and attached to the option letter. The funds transferred from one phase to another are subject to the same terms and conditions stated in the original Agreement with the total budgeted funds remaining the same. The State may unilaterally exercise this option by providing a fully executed option to the Local Agency within thirty (30)days before the initial targeted start date of the phase, in a form substantially equivalent to Exhibit D. Any transfer of funds from one phase to another is limited to an aggregate maximum of 24.99% of the original dollar amount of either phase affected by a transfer. A bilateral amendment is required for any transfer exceeding 24.99% of the original dollar amount of the phase affected by the increase or decrease. C. Option to do both Options A and B. The State may require the Local Agency to add a phase as detailed in Exhibit A, and encumber and transfer funds from one phase to another. The original funding exhibit (Exhibit C) in the original Agreement will be replaced with an updated Exhibit C-I (subsequent exhibits to Exhibit (7-I shall be labeled C-2, C-3, etc.) and attached to the option letter. The addition of a phase and encumbrance and transfer of funds are subject to the same terms and conditions stated in the original Agreement with the total budgeted funds remaining the same. The State may unilaterally exercise this option by providing a fully executed option to the Local Agency within thirty (30) days before the initial targeted start date of the phase, in a form substantially equivalent to Exhibit D. 8. PAYMENT'S The State shall, in accordance with the provisions of this §8, pay the I.ocal Agency in the amounts and using the methods set forth below: A. Maximum Amount The maximum amount payable is set forth in Exhibit C as determined by the State from available funds. Payments to the Local Agency are limited to the unpaid encumbered balance of the Contract set forth in Exhibit C. The Local Agency shall provide its match share of the costs as evidenced by an appropriate Document Builder Generated Page 7 of 2I ordinance/resolution or other authority letter which expressly authorizes the Local Agency the authority to enter into this Agreement and to expend its match share of the Work. A copy of such ordinance/resolution or authority letter is attached hereto as Exhibit B. R. Payment i. .Advance, Interim and Final Payments Any advance payment allowed under this Contract or in Exhibit C shall comply with State Fiscal Rules and be made in accordance with the provisions of this Contract or such Exhibit. The Local Agency shall initiate any payment requests by submitting invoices to the State in the form and manner, approved by the State. ii. Interest l'he State shall fully pay each invoice within 45 days of receipt thereof if the amount invoiced represents performance by the Local Agency previously accepted by the State. Uncontested amounts not paid by the State within 45 days shall bear interest on the unpaid balance beginning on the 46th day at a rate not to exceed one percent per month until paid in full: provided, however, that interest shall not accrue on unpaid amounts that are subject to a good faith dispute. The Local Agency shall invoice the State separately for accrued interest on delinquent amounts. The billing shall reference the delinquent payment,the number of days interest to be paid and the interest rate. iii. Available Funds-Contingency-Termination The State is prohibited by law from making commitments beyond the term of the State's current fiscal year. Therefore, the Local Agency's compensation beyond the State's current Fiscal Year is contingent upon the continuing availability of State appropriations as provided in the Colorado Special Provisions. The State's performance hereunder is also contingent upon the continuing availability of federal funds. Payments pursuant to this Contract shall be made only from available funds encumbered for this Contract and the State's liability for such payments shall be limited to the amount remaining of such encumbered funds. If State or federal funds are not appropriated, or otherwise become unavailable to fund this Contract, the State may terminate this Contract immediately, in whole or in part, without further liability in accordance with the provisions hereof iv. Erroneous Payments At the State's sole discretion, payments made to the Local Agency in error for any reason, including. but not limited to overpayments or improper payments, and unexpended or excess funds received by the Local Agency, may be recovered from the Local Agency by deduction from subsequent payments under this Contract or other contracts, Agreements or agreements between the State and the Local Agency or by other appropriate methods and collected as a debt due to the State. Such funds shall not be paid to any party other than the State. C. Use of Funds Contract Funds shall be used only for eligible costs identified herein. U. Matching Funds The Local Agency shall provide matching funds as provided in §8.A. and Exhibit C. The 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. The 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 the Local Agency and paid into the Local Agency's treasury. The 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. The 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 the Local Agency. The 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 the Local Agency's laws or policies. E. Reimbursement of Local Agency Costs fhe State shall reimburse the Local Agency's allowable costs, not exceeding the maximum total amount described in Exhibit C and §8. The applicable principles described in 49 C.F.R. 18 Subpart C and 49 C.F.R. 1822 shall govern the State's obligation to reimburse all costs incurred by the Local Agency and Ilocument Builder Generated Page 8 of 21 submitted to the State for reimbursement hereunder, and the Local Agency shall comply with all such principles. The State shall reimburse the 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. However, any costs incurred by the Local Agency prior to the date of Fl I WA authorization for the Work and prior to the Effective Date shall not be reimbursed absent specific FHWA and State Controller approval thereof. Costs shall be: i. Reasonable and Necessary Reasonable and necessary to accomplish the Work and for the Goods and Services provided. ii. Net Cost Actual net cost to the Local Agency (i.e. the price paid minus any items of value received by the Local Agency that reduce the cost actually incurred). 9. ACCOLNTING The 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: A. Local Agency Performing the Work If Local Agency is performing the Work. all allowable costs, including any approved services contributed by the Local Agency or others, shall be documented using payrolls, time records, invoices, contracts, vouchers,and other applicable records. B. Local Agency-Checks or Draws Checks issued or draws made by the Local Agency shall be made or drawn against properly signed vouchers detailing the purpose thereof. All checks, payrolls, invoices, contracts, vouchers,orders,and other accounting documents shall be on file in the office of the Local Agency, clearly identified, readily accessible, and to the extent feasible, kept separate and apart from all other Work documents. C. State-Administrative Services The State may perform any necessary administrative support services required hereunder. The Local Agency shall reimburse the State for the costs of any such services from the Budget as provided for in Exhibit C'. If FHWA funding is not available or is withdrawn, or if the Local Agency terminates this Agreement prior to the Work being approved or completed, then all actual incurred costs of such services and assistance provided by the State shall be the Local Agency's sole expense. U. Local Agency-Invoices The Local Agency's invoices shall describe in detail the reimbursable costs incurred by the Local Agency for which it seeks reimbursement,the dates such costs were incurred and the amounts thereof,and shall not be submitted more often than monthly. E. Invoicing Within 60 Days The State shall not be liable to reimburse the Local Agency for any costs unless CDOT receives such invoices within 60 days after the date for which payment is requested, including final invoicing. Final payment to the Local Agency may be withheld at the discretion of the State until completion of final audit. Any costs incurred by the Local Agency that are not allowable under 49 C.F.R. 18 shall be reimbursed by the Local Agency, or the State may offset them against any payments due from the State to the Local Agency. F. Reimbursement of State Costs ('DOT shall perform Oversight and the Local Agency shall reimburse CDOT for its related costs. The Local Agency shall pay invoices within 60 days after receipt thereof. If the Local Agency fails to remit payment within 60 days, at ('DOT's request, the State is authorized to withhold an equal amount from future apportionment due the Local Agency from the Highway Users Tax Fund and to pay such funds directly to CDOT. Interim funds shall be payable from the State Highway Supplementary Fund (400) until CDOT is reimbursed. If the Local Agency fails to make payment within 60 days, it shall pay interest to the State at a rate of one percent per month on the delinquent amounts until the billing is paid in full.CDOT's invoices shall describe in detail the reimbursable costs incurred, the dates incurred and the amounts thereof, and shall not be submitted more often than monthly. Document Builder Generated Page 9 of?I 10. REPORTING - NOTIFICATION Reports, Evaluations, and Reviews required under this §10 shall be in accordance with the procedures of and in such form as prescribed by the State and in accordance with §18, if applicable. A. Performance, Progress, Personnel,and Funds The Local Agency shall submit a report to the State upon expiration or sooner termination of this Agreement, containing an Evaluation and Review of the Local Agency's performance and the final status of the Local Agency's obligations hereunder. B. Litigation Reporting Within 10 days after being served with any pleading related to this Agreement, in a legal action filed with a court or administrative agency, the Local Agency shall notify the State of such action and deliver copies of such pleadings to the State's principal representative as identified herein. If the State or its principal representative is not then serving, such notice and copies shall be delivered to the Executive Director of C'DOT. C. Noncompliance The Local Agency's failure to provide reports and notify the State in a timely manner in accordance with this§10 may result in the delay of payment of funds and/or termination as provided under this Agreement. D. Documents Upon request by the State,the Local Agency shall provide the State, or its authorized representative, copies of all documents, including contracts and subcontracts,in its possession related to the Work. II. LOCAL AGENCY RECORDS A. Maintenance The 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. The Local Agency shall maintain such records until the last to occur of the following: (i) a period of three years after the date this Agreement is completed or terminated, or(ii)three years after final payment is made hereunder, whichever is later, or (iii) for such further period as may be necessary to resolve any pending matters, or (iv) if an audit is occurring, or the Local Agency has received notice that an audit is pending, then until such audit has been completed and its findings have been resolved(collectively, the"Record Retention Period"). B. Inspection The Local Agency shall permit the State, the federal government and any other duly authorized agent of a governmental agency to audit, inspect, examine, excerpt, copy and/or transcribe the Local Agency's records related to this Agreement during the Record Retention Period to assure compliance with the terms hereof or to evaluate the Local Agency's performance hereunder. The State reserves the right to inspect the Work at all reasonable times and places during the term of this Agreement, including any extension. If the Work fails to conform to the requirements of this Agreement,the State may require the Local Agency promptly to bring the Work into conformity with Agreement requirements, at the Local Agency's sole expense. If the Work cannot be brought into conformance by re-performance or other corrective measures, the State may require the Local Agency to take necessary action to ensure that future performance conforms to Agreement requirements and may exercise the remedies available under this Agreement at law or in equity in lieu of or in conjunction with such corrective measures. C. Monitoring •Ilhe Local Agency also shall permit the State. the federal government or any other duly authorized agent of a governmental agency, in their sole discretion, to monitor all activities conducted by the Local Agency pursuant to the terms of this Agreement using any reasonable procedure, including, but not limited to: internal evaluation procedures, examination of program data, special analyses, on-site checking, formal audit examinations, or any other procedures. All such monitoring shall be performed in a manner that shall not unduly interfere with the Local Agency's performance hereunder. D. Final Audit Report Document Builder Generated Page 10 of 21 If an audit is performed on the Local Agency's records for any fiscal year covering a portion of the term of this Agreement, the Local Agency shall submit a copy of the final audit report to the State or its principal representative at the address specified herein. 12. CONFIDENTIAL INFORMATION-STATE RECORDS The Local Agency shall comply with the provisions of this §12 if it becomes privy to confidential information in connection with its performance hereunder. Confidential information, includes,but is not necessarily limited to. state records, personnel records. and information concerning individuals. Nothing in this §I2 shall be construed to require the Local Agency to violate the Colorado Open Records Act, C.R.S. §§ 24-72-1001 et seq. A. Confidentiality The Local Agency shall keep all State records and information confidential at all times and to comply with all laws and regulations concerning confidentiality of information. Any request or demand by a third party for State records and information in the possession of the Local Agency shall be immediately forwarded to the State's principal representative. B. Notification The Local Agency shall notify its agents, employees and assigns who may come into contact with State records and confidential information that each is subject to the confidentiality requirements set forth herein, and shall provide each with a written explanation of such requirements before they are permitted to access such records and information. C. Use,Security,and Retention Confidential information of any kind shall not be distributed or sold to any third party or used by the Local Agency or its agents in any way, except as authorized by the Agreement and as approved by the State. 'Ike Local Agency shall provide and maintain a secure environment that ensures confidentiality of all State records and other confidential information wherever located. Confidential information shall not be retained in any files or otherwise by the Local Agency or its agents, except as set forth in this Agreement and approved by the State. D. Disclosure-Liability Disclosure of State records or other confidential information by the Local Agency for any reason may be cause for legal action by third parties against the Local Agency, the State or their respective agents. The Local Agency is prohibited from providing indemnification to the State pursuant to the Constitution of the State of Colorado, Article XI, Section I, however, the Local Agency shall be responsible for any and all claims, damages, liability and court awards including costs, expenses, and attorney fees and related costs, incurred as a result of any act or omission by the Local Agency, or its employees, agents, or assignees pursuant to this§12. 13. CONFLICT OF INTEREST l he Local Agency shall not engage in any business or personal activities or practices or maintain any relationships which conflict in any way with the full performance of the Local Agency's obligations hereunder. The Local Agency acknowledges that with respect to this Agreement even the appearance of a conflict of interest is harmful to the State's interests. Absent the State's prior written approval, the Local Agency shall refrain from any practices, activities or relationships that reasonably appear to be in conflict with the full performance of the Local Agency's obligations to the State hereunder. If a conflict or appearance exists, or if the Local Agency is uncertain whether a conflict or the appearance of a conflict of interest exists, the 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 apparent conflict constitutes a breach of this Agreement. 14. REPRESENTATIONS AND WARRANTIES The Local Agency makes the following specific representations and warranties,each of which was relied on by the State in entering into this Agreement. A. Standard and Manner of Performance The Local Agency shall perform its obligations hereunder, including in accordance with the highest professional standard of care, skill and diligence and in the sequence and manner set forth in this Agreement. Document Builder Generated Page II of 21 B. Legal Authority—The Local Agency and the Local Agency's Signatory The Local Agency warrants that it possesses the legal authority to enter into this Agreement and that it has taken all actions required by its procedures, by-laws, and/or applicable laws to exercise that authority, and to lawfully authorize its undersigned signatory to execute this Agreement, or any part thereof, and to bind the Local Agency to its terms. If requested by the State, the Local Agency shall provide the State with proof of the Local Agency's authority to enter into this Agreement within IS days of receiving such request. C. Licenses, Permits, Etc. The Local Agency represents and warrants that as of the Effective Date it has, and that at all times during the term hereof it shall have, at its sole expense, all licenses, certifications, approvals, insurance, permits, and other authorization required by law to perform its obligations hereunder. The Local Agency warrants that it shall maintain all necessary licenses, certifications, approvals, insurance, permits, and other authorizations required to properly perform this Agreement, without reimbursement by the State or other adjustment in Agreement Funds. Additionally. all employees and agents of the Local Agency performing Services under this Agreement shall hold all required licenses or certifications, if any, to perform their responsibilities. The Local Agency. if a foreign corporation or other foreign entity transacting business in the State of Colorado, further warrants that it currently has obtained and shall maintain any applicable certificate of authority to transact business in the State of Colorado and has designated a registered agent in Colorado to accept service of process. Any revocation, withdrawal or non-renewal of licenses, certifications, approvals, insurance, permits or any such similar requirements necessary for the Local Agency to properly perform the terms of this Agreement shall be deemed to be a material breach by the Local Agency and constitute grounds for termination of this Agreement. IS. INSURANCE The Local Agency and its contractors shall obtain and maintain insurance as specified in this section at all times during the term of this Agreement: All policies evidencing the insurance coverage required hereunder shall be issued by insurance companies satisfactory to the Local Agency and the State. A. The Local Agency i. Public Entities If the Local Agency is a "public entity" within the meaning of the Colorado Governmental Immunity Act. CRS §24-10-101, et seq., as amended (the "GI A"), then the Local Agency 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 CIA. The Local Agency shall show proof of such insurance satisfactory to the State, if requested by the State. The Local Agency shall require each Agreement with their Consultant and Contractor, that are providing Goods or Services hereunder, to include the insurance requirements necessary to meet Consultant or Contractor liabilities under the GIA. ii. Non-Public Entities lithe Local Agency is not a "public entity" within the meaning of the Governmental Immunity Act,the Local Agency shall obtain and maintain during the term of this Agreement insurance coverage and policies meeting the same requirements set forth in §151B) with respect to sub-contractors that are not "public entities". B. Contractors The Local Agency shall require each contract with Contractors, Subcontractors, or Consultants, other than those that are public entities, providing Goods or Services in connection with this Agreement, to include insurance requirements substantially similar to the following: i. Worker's Compensation Worker's Compensation Insurance as required by State statute, and Employer's Liability Insurance covering all of the Local Agency's Contractors, Subcontractors, or Consultant's employees acting within the course and scope of their employment. ii. General Liability Commercial General Liability Insurance written on ISO occurrence form CG 00 01 10'93 or equivalent, covering premises operations, fire damage, independent contractors, products and completed operations, blanket liability, personal injury, and advertising liability with minimum limits as follows: (a) $1,000.000 each occurrence:(b) $1,000,000 general aggregate: (c) S1,000,000 products Document Builder Generated Page 12 of 2 I and completed operations aggregate: and (d) 550,000 any one fire. If any aggregate limit is reduced below 51.000,000 because of claims made or paid, contractors, subcontractors, and consultants shall immediately obtain additional insurance to restore the full aggregate limit and furnish to the Local Agency a certificate or other document satisfactory to the Local Agency showing compliance with this provision. 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. Additional Insured The Local Agency and the State shall be named as additional insured on the Commercial General Liability policies (leases and construction contracts require additional insured coverage for completed operations on endorsements CG 2010 11'85, CO 2037, or equivalent). v. Primacy of Coverage Coverage required of the Consultants or Contractors shall be primary over any insurance or self- insurance program carried by the Local Agency or the State. vi. Cancellation The above insurance policies shall include provisions preventing cancellation or non-renewal without at least 45 days prior notice to the Local Agency and the State by certified mail. vii. Subrogation Waiver All insurance policies in any way related to this Agreement and secured and maintained by the Local Agency's Consultants or Contractors as required herein shall include clauses stating that each carrier shall waive all rights of recovery, under subrogation or otherwise, against the Local Agency or the State, its agencies, institutions,organizations.officers,agents,employees,and volunteers. C. Certificates the Local Agency and all Contractors, subcontractors, or Consultants shall provide certificates showing insurance coverage required hereunder to the State within seven business days of the Effective Date of this Agreement. No later than 15 days prior to the expiration date of any such coverage.the Local Agency and each contractor, subcontractor. or consultant shall deliver to the State or the Local Agency certificates of insurance evidencing renewals thereof. In addition, upon request by the State at any other time during the term of this Agreement or any sub-contract, the Local Agency and each contractor, subcontractor, or consultant shall, within 10 days of such request, supply to the State evidence satisfactory to the State of compliance with the provisions of this §I5. 16. DEFAULT-BREACH A. Defined In addition to any breaches specified in other sections of this Agreement, the failure of either Party to perform any of its material obligations hereunder in whole or in part or in a timely or satisfactory manner constitutes a breach. B Notice and Cure Period In the event of a breach, notice of such shall be given in writing by the aggrieved Party to the other Party in the manner provided in §18. If such breach is not cured within 30 days of receipt of written notice, or if a cure cannot be completed within 30 days, or if cure of the breach has not begun within 30 days and pursued with due diligence, the State may exercise any of the remedies set forth in §I7. Notwithstanding anything to the contrary herein, the State, in its sole discretion, need not provide advance notice or a cure period and may immediately terminate this Agreement in whole or in part if reasonably necessary to preserve public safety or to prevent immediate public crisis. 17. REMEDIES If the Local Agency is in breach under any provision of this Agreement, the State shall have all of the remedies listed in this §I7 in addition to all other remedies set forth in other sections of this Agreement following the notice and cure period set forth in §16(B). The State may exercise any or all of the remedies available to it. in its sole discretion,concurrently or consecutively. .4. Termination for Cause and/or Breach If the Local Agency fails to perform any of its obligations hereunder with such diligence as is required to ensure its completion in accordance with the provisions of this Agreement and in a timely manner,the State Document Builder(jenerated Page 13 of 2I may notify the Local Agency of such non-performance in accordance with the provisions herein. If the Local Agency thereafter fails to promptly cure such non-performance within the cure period, the State, at its option, may terminate this entire Agreement or such part of this Agreement as to which there has been delay or a failure to properly perform. Exercise by the State of this right shall not be deemed a breach of its obligations hereunder. The Local Agency shall continue performance of this Agreement to the extent not terminated, if any. i. Obligations and Rights To the extent specified in any termination notice, the Local Agency shall not incur further obligations or render further performance hereunder past the effective date of such notice, and shall terminate outstanding orders and sub-Agreements with third parties. However, the Local Agency shall complete and deliver to the State all Work, Services and Goods not cancelled by the termination notice and may incur obligations as are necessary to do so within this Agreement's terms. At the sole discretion of the State, the Local Agency shall assign to the State all of the Local Agency's right.title,and interest under such terminated orders or sub-Agreements. Upon termination, the Local Agency shall take timely, reasonable and necessary action to protect and preserve property in the possession of the Local Agency in which the State has an interest. All materials owned by the State in the possession of the Local Agency shall be immediately returned to the State. All Work Product, at the option of the State, shall be delivered by the Local Agency to the State and shall become the State's property. ii. Payments The State shall reimburse the Local Agency only for accepted performance received up to the date of termination. If after termination by the State, it is determined that the Local Agency was not in default or that the 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 the same as if this Agreement had been terminated in the public interest,as described herein. iii. Damages and Withholding Notwithstanding any other remedial action by the State, the Local Agency also shall remain liable to the State for any damages sustained by the State by virtue of any breach under this Agreement by the Local Agency and the State may withhold any payment to the 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 the Local Agency is determined. The State may withhold any amount that may be due to the Local Agency as the State deems necessary to protect the State, including loss as a result of outstanding liens or claims of former lien holders, or to reimburse the State for the excess costs incurred in procuring similar goods or services. The Local Agency shall be liable for excess costs incurred by the State in procuring from third parties replacement Work. Services or substitute Goods as cover. R. Early Termination in the Public Interest The State is entering into this Agreement for the purpose of carrying out the public policy of the State of Colorado, as determined by its Governor, General Assembly, and/or Courts. If this Agreement ceases to further the public policy of the State, the State, in its sole discretion. may terminate this Agreement in whole or in part. Exercise by the State of this right shall not constitute a breach of the State's obligations hereunder. This subsection shall not apply to a termination of this Agreement by the State for cause or breach by the Local Agency, which shall be governed by §17(A) or as otherwise specifically provided for herein. i. Method and Content The State shall notify the Local Agency of the termination in accordance with §I8, specifying 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, the Local Agency shall be subject to and comply with the same obligations and rights set forth in §I7(A ft iii. Payments If this Agreement is terminated by the State pursuant to this §17(B1, the Local Agency shall he paid an amount which bears the same ratio to the total reimbursement under this Agreement as the Services satisfactorily performed bear to the total Services covered by this Agreement, less payments previously made. Additionally, if this .Agreement is less than 60% completed, the State may reimburse the Local Agency for a portion of actual out-of-pocket expenses (not otherwise reimbursed under this Document Builder Generated Page 14 of 21 Agreement) incurred by the Local Agency which are directly attributable to the uncompleted portion of the Local Agency's obligations hereunder; provided that the sum of any and all reimbursement shall not exceed the maximum amount payable to the Local Agency hereunder. C. Remedies Not Involving Termination The State, its sole discretion, may exercise one or more of the following remedies in addition to other remedies available to it: i. Suspend Performance Suspend the Local Agency's performance with respect to all or any portion of this Agreement pending necessary corrective action as specified by the State without entitling the Local Agency to an adjustment in price cost or performance schedule. The Local Agency shall promptly cease performance and incurring costs in accordance with the State's directive and the State shall not be liable for costs incurred by the Local Agency after the suspension of performance under this provision. ii. Withhold Payment Withhold payment to the Local Agency until corrections in the Local Agency's performance are satisfactorily made and completed. iii. Deny Payment Deny payment for those obligations not performed that due to the Local Agency's actions or inactions cannot be performed or, if performed, would be of no value to the State; provided that any denial of payment shall be reasonably related to the value to the State of the obligations not performed. iv. Removal Demand removal of any of the Local Agency's employees, agents. or contractors whom the State deems incompetent, careless, insubordinate, unsuitable,or otherwise unacceptable, or whose continued relation to this Agreement is deemed to be contrary to the public interest or not in the State's best interest. v. Intellectual Property If the Local Agency infringes on a patent, copyright, trademark, trade secret or other intellectual property right while performing its obligations under this Agreement, the Local Agency shall, at the State's option (a) obtain for the State or the Local Agency the right to use such products and services; (b) replace any Goods, Services, or other product involved with non-infringing products or modify them so that they become non-infringing; or, (c) if neither of the foregoing alternatives are reasonably available, remove any infringing Goods. Services, or products and refund the price paid therefore to the State. IS. NOTICES and REPRESENTATIVES Each individual identified below is the principal representative of the designating Party. All notices required to be given hereunder shall be hand delivered with receipt required or sent by certified or registered mail to such Party's principal representative at the address set forth below. In addition to but not in lieu of a hard-copy notice, notice also may be sent by e-mail to the e-mail addresses, if any, set forth below. Either Party may from time to time designate by written notice substitute addresses or persons to whom such notices shall be sent. Unless otherwise provided herein, all notices shall be effective upon receipt. A. If to State: B. If to the Local Agency: COOT Region:04 WELD COUNTY GOVERNMENT Michael Schuch Tina Booton Project Manager Project Manager 1420 2nd Street PO BOX 758 Greeley,CO 80631 GREELEY, CO 80632 970-350-2205 970-356-4000 19. RICIITS IN DATA, DOCUMENTS, AND COMPUTER SOFT'W'ARE Any software, research, reports, studies, data, photographs, negatives or other documents, drawings, models, materials,or work product of any type, including drafts,prepared by the Local Agency in the performance of its obligations under this Agreement shall be the exclusive property of the State and all Work Product shall be delivered to the State by the Local Agency upon completion or termination hereof The State's exclusive rights in such Work Product shall include, but not be limited to. the right to copy, publish, display, transfer, and prepare derivative works. The Local Agency shall not use, willingly allow, cause or permit such Work Product Document Builder Generated Page I5 of 21 to be used for any purpose other than the performance of the Local Agency's obligations hereunder without the prior written consent of the State. 20. GOVERNMENTAL IMMUNITY Notwithstanding any other provision to the contrary, nothing herein shall constitute a waiver, express or implied, of any of the immunities, rights, benefits, protection,or other provisions of the Colorado Governmental Immunity Act, CRS §24-10-101, et seq., as amended. Liability for claims for injuries to persons or property arising from the negligence of the State of Colorado, its departments, institutions, agencies, boards, officials, and employees and of the Local Agency is controlled and limited by the provisions of the Governmental Immunity Act and the risk management statutes,CRS§24-30-1501, et seq.,as amended. 21. STATEWIDE CONTRACT MANAGEMENT SYSTEM If the maximum amount payable to the Local Agency under this Agreement is S 100.000 or greater, either on the Effective Date or at any time thereafter, this§21 applies. The Local Agency agrees to be governed, and to abide, by the provisions of CRS §24-I 02-205, §24-102-206, §24-103-601, §24-103.5-101 and §24-105-102 concerning the monitoring of vendor performance on state agreements/contracts and inclusion of agreementicontract performance information in a statewide contract management system. The Local Agency's performance shall be subject to Evaluation and Review in accordance with the terms and conditions of this Agreement, State law, including CRS §24-103.5-101, and State Fiscal Rules, Policies and Guidance. Evaluation and Review of the Local Agency's performance shall be part of the normal Agreement administration process and the Local Agency's performance will he systematically recorded in the statewide Agreement Management System. Areas of Evaluation and Review shall include, but shall not be limited to quality, cost and timeliness. Collection of information relevant to the performance of the Local Agency's obligations under this Agreement shall be determined by the specific requirements of such obligations and shall include factors tailored to match the requirements of the Local Agency's obligations. Such performance information shall be entered into the statewide Contract Management System at intervals established herein and a final Evaluation, Review and Rating shall be rendered within 30 days of the end of the Agreement term. The Local Agency shall be notified following each performance Evaluation and Review.and shall address or correct any identified problem in a timely manner and maintain work progress. Should the final performance Evaluation and Review determine that the Local Agency demonstrated a gross failure to meet the performance measures established hereunder, the Executive Director of the Colorado Department of Personnel and Administration (Executive Director), upon request by CDOT, and showing of good cause, may debar the Local Agency and prohibit the Local Agency from bidding on future Agreements. The Local Agency may contest the final Evaluation, Review and Rating by: (a) filing rebuttal statements, which may result in either removal or correction of the evaluation (CRS §24-105-102(6)),or (b) under CRS §24-105- 102(6), exercising the debarment protest and appeal rights provided in CRS §§24-109-I06, 107, 201 or 202, which may result in the reversal of the debarment and reinstatement of the Local Agency, by the Executive Director, upon showing of good cause. 22. FEDERAL, REQUIREMENTS The local Agency and/or their contractors, subcontractors, and consultants shall at all times during the execution of this Agreement strictly adhere to, and comply with, all applicable federal and state laws, and their implementing regulations,as they currently exist and may hereafter be amended. 23. DISADVANTAGED BUSINESS ENTERPRISE (DBE) The Local Agency will comply with all requirements of Exhibit G and the Local Agency Contract Administration Checklist regarding DBE requirements for the Work, except that if the 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 the Local Agency uses any State- approved DBE program for this Agreement, the 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 the Local Agency's DBE program does not waive or modify the sole responsibility of the Local Agency for use of its program. Document Builder Generated Page 16 of 21 24. DISPUTES Except as otherwise provided in this Agreement, ally 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, the 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, the 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, the 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. 25. GENERAL PROVISIONS A. Assignment The Local Agency's rights and obligations hereunder are personal and may not be transferred,assigned or subcontracted without the prior written consent of the State. Any attempt at assignment, transfer, or subcontracting without such consent shall be void. All assignments and subcontracts approved by the Local Agency or the State are subject to all of the provisions hereof. The Local Agency shall be solely responsible for all aspects of subcontracting arrangements and performance. B. Binding Effect Except as otherwise provided in §25(A), all provisions herein contained. including the benefits and burdens. shall extend to and be binding upon the Parties' respective heirs, legal representatives, successors, and assigns. C. Captions 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. D. Counterparts This Agreement may be executed in multiple identical original counterparts, all of which shall constitute one agreement. E. Entire Understanding This Agreement represents the complete integration of all understandings between the Parties and all prior representations and understandings, oral or written, are merged herein. Prior or contemporaneous addition, deletion,or other amendment hereto shall not have any force or affect whatsoever, unless embodied herein. F. Indemnification-General If Local Agency is not a "public entity" within the meaning of the Colorado Governmental Immunity Act, CRS §24-10-101, et seq., the Local Agency shall indemnify, save, and hold harmless the State, its employees and agents, against any and all claims, damages, liability and court awards including costs, expenses, and attorney fees and related costs. incurred as a result of any act or omission by the Local Agency, or its employees, agents, subcontractors or assignees pursuant to the terms of this Agreement. This clause is not applicable to a Local Agency that is a"public entity" within the meaning of the Colorado Governmental Immunity Act, CRS §24-10-101.et seq. C. Jurisdiction and Venue All suits. actions, or proceedings related to this Agreement shall be held in the State of Colorado and exclusive venue shall be in the City and County of Denver. H. limitations of Liability Any and all limitations of liability and/or damages in favor of the Local Agency contained in any document attached to and/or incorporated by reference into this Agreement, whether referred to as an exhibit, attachment, schedule. or any other name, are void and of no effect. This includes, but is not necessarily limited to, limitations on (i) the types of liabilities. (ii) the types of damages. (iii) the amount of damages, and(iv)the source of payment for damages. Document Builder Generated Page 17 of 2 I I. Modification i. By the Parties Except as specifically provided in this Agreement, modifications of this Agreement shall not be effective unless agreed to in writing by both parties in an amendment to this Agreement. properly executed and approved in accordance with applicable Colorado State law, State Fiscal Rules, and Office of the State Controller Policies, including, but not limited to, the policy entitled MODIFICATIONS OF AGREEMENTS -TOOLS AND FORMS. ii. By Operation of Law This Agreement is subject to such modifications as may be required by changes in Federal or Colorado State law, or their implementing regulations. .Any such required modification automatically shall be incorporated into and be part of this Agreement on the effective date of such change, as if fully set forth herein J. Order of Precedence The provisions of this Agreement shall govern the relationship of the State and the Local Agency. In the event of conflicts or inconsistencies between this Agreement and its exhibits and attachments, such conflicts or inconsistencies shall be resolved by reference to the documents in the following order of priority: i. Colorado Special Provisions. ii. The provisions of the main body of this Agreement, iii. Exhibit A(Scope of Work), iv. Exhibit B (Local Agency Resolution). v. Exhibit C (Funding Provisions), vi. Exhibit D(Option Letter), vii. Exhibit E(Local Agency Contract Administration Checklist), viii. Other exhibits in descending order of their attachment. K. Severability Provided this Agreement can be executed and performance of the obligations of the Parties accomplished within its intent, the provisions hereof are severable and any provision that is declared invalid or becomes inoperable Mr any reason shall not affect the validity of any other provision hereof. L. Survival of Certain Agreement Terms Notwithstanding anything herein to the contrary, provisions of this Agreement requiring continued performance, compliance, or effect after termination hereof shall survive such termination and shall be enforceable by the State if the Local Agency fails to perform or comply as required. Al. Taxes The State is exempt from all federal excise taxes under IRC Chapter 32 (No. 84-730123K) and from all State and local government sales and use taxes under CRS §§39-26-I 0 I and 201 et seq. Such exemptions apply when materials are purchased or services rendered to benefit the State; provided however.that certain political subdivisions (e.g., City of Denver) may require payment of sales or use taxes even though the product or service is provided to the State. The Local Agency shall be solely liable for paying such taxes as the State is prohibited from paying for or reimbursing the Local Agency for them N. Third Party Beneficiaries Enforcement of this Agreement and all rights and obligations hereunder are reserved solely to the Parties, and not to any third party. 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 Waiver of any breach of a term, provision, or requirement of this Agreement, or any right or remedy hereunder, whether explicitly or by lack of enforcement, shall not be construed or deemed as a waiver of any subsequent breach of such term, provision or requirement, or of any other term, provision, or requirement. THE REST OF THIS PAGE INTE\7lONALLY LEFT BLANK Document Builder Generated Page 18 of 2I 26. COLORADO SPECIAL PROVISIONS The Special Provisions apply to all Agreements except where noted in italics. A. CONTROLLER'S APPROVAL.CRS§24-30-202 (1). This Agreement shall not be deemed valid until it has been approved by the Colorado State Controller or designee. B. FUND AVAILABILITY.CRS§24-30-202(5.5). Financial obligations of the State payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted.and otherwise made available. C. GOVERNMENTAL IMMUNITY. No term or condition of this Agreement shall be construed or interpreted as a waiver,express or implied, of any of the immunities, rights, benefits. protections. or other provisions, of the Colorado Governmental Immunity Act, CRS §24-10-101 et seq., or the federal Tort Claims Act. 28 L.S.C. §§1346(b) and 2671 et seq., as applicable now or hereafter amended. D. INDEPENDENT CONTRACTOR. fhe Local Agency shall perform its duties hereunder as an independent contractor and not as an employee. Neither The Local Agency nor any agent or employee of'file Local Agency shall be deemed to be an agent or employee of the State. The 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 The Local Agency or any of its agents or employees. Unemployment insurance benefits shall be available to The Local Agency and its employees and agents only if such coverage is made available by The Local Agency or a third party. The Local Agency shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this Agreement. The Local Agency shall not have authorization, express or implied, to hind the State to any Agreement, liability or understanding, except as expressly set forth herein. The Local Agency shall (a) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law, (b) provide proof thereof when requested by the State,and (c) be solely responsible for its acts and those of its employees and agents. E. COMPLIANCE WITH LAW. The 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 he 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 he 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 contact 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. The Local Agency hereby certifies and warrants that, during the term of this Agreement and any extensions, The 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 [he Local Agency is in violation of this provision, the State may exercise any remedy available at law or in equity or under this Agreement. Document Builder Generated Page 19 oft 1 including, without limitation, immediate termination of this Agreement and any remedy consistent with federal copyright laws or applicable licensing restrictions. I. EMPLOYEE FINANCIAL INTEREST.CRS§§24-IS-20I and 24-50-507. 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. The 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 The Local Agency's services and The Local Agency shall not employ any person having such known interests. J. VENDOR OFFSET.CRS§§24-30-202 (I)and 24-30-202.4. fNot Applicable to intergovernmental agreements/. Subject to CRS §24-30-202.4 (3.5), the State Controller may withhold payment under the State's vendor offset intercept system for debts owed to State agencies for: (a) unpaid child support debts or child support arrearages; (b) unpaid balances of tax, accrued interest, or other charges specified in CRS §39--21-101, et seq.; (c) unpaid loans due to the Student Loan Division of the Department of Higher Education: (d) amounts required to be paid to the Unemployment Compensation Fund:. and(e) other unpaid debts owing to the State as a result of final agency determination or judicial action. K. PUBLIC CONTRACTS FOR SERVICES. CRS§8-17.5-I01. /Not Applicable to Agreements relating to the offer, issuance, or sale of securities, investment advisory services or fund management services, sponsored projects, intergovernmental Agreements, or information technology services or products and services/. The Local Agency certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who shall perform work under this Agreement and shall confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Agreement, through participation in the E- Verify Program or the State program established pursuant to CRS §8-17.5-102(5)(c), The Local Agency shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or enter into a contract with a subcontractor that fails to certify to The Local Agency that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. The Local Agency (a) shall not use E-Verify Program or State program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed, (b) shall notify the subcontractor and the contracting State agency within three days if The Local Agency has actual knowledge that a subcontractor is employing or contracting with an illegal alien for work under this Agreement, (c) shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three days of receiving the notice, and (d) shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to CRS §8-I 7.5-102(5), by the Colorado Department of Labor and Employment. If The Local Agency participates in the State program, The Local Agency shall deliver to the contracting State agency, Institution of Higher Education or political subdivision, a written, notarized affirmation, affirming that The Local Agency has examined the legal work status of such employee, and shall comply with all of the other requirements of the State program. If The Local Agency fails to comply with any requirement of this provision or CRS §8-I 7.5-101 et seq., the contracting State agency, institution of higher education or political subdivision may terminate this Agreement for breach and, if so terminated. The Local Agency shall be liable for damages. L. PUBLIC CONTRACTS WITH NATURAL PERSONS.CRS §24-76.5-101. 'fhe Local Agency, if a natural person eighteen (1 8)years of age or older, hereby swears and affirms under penalty of perjury that he or she (a) is a citizen or otherwise lawfully present in the United States pursuant to federal law. (b) shall comply with the provisions of CRS §24-76.5-101 et seq., and (c) has produced one form of identification required by CRS §24-76.5-103 prior to the effective date of this Agreement. SPs Effective IJI!09 THE REMAINDER OF THIS PAGE INTENTIONALLY" LEFT BLANK Document Builder Generated Page 20 oft 1 27. SIGNATURE PAGE Agreement Routing Number: 15-IIA4-ZH-00I 69 THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT *Persons signing for The Local Agency hereby swear and affirm that they are authorized to act on The Local Agency's behalf and acknowledge that the State is relying on their representations to that effect. THE LOCAL AGENCY STATE OF COLORADO WELD COUNTY GOVERNMENT John W.Hickenlooper,GOVERNOR Colorado Department of Transportation Print: Mike Freeman Shailen Bhatt,Executive Director Pro—Tern, Board of Weld Title: County Commissioners _ By:J shwa Laipply .E .I of End ee *Signature Date: it /5 ?0/5_ APR p 6 2015 Date: 2nd Local Agency Signature if needed LEGAL REVIEW Cynthia H.Coffman,Attorney General Print: By: Title: Signature-Asssis nt Attorney General *Signature _ Date: Date: ALL AGREEMENTS REQUIRE APPROVAL BY THE STATE CONTROLLER CRS§24-30-2112 requires the State Controller to approve all State Agreements.This Agreement is not valid until signed and dated helots by the State Controller or delegate.The Local Agency is not authorized to begin performance until such time.lfThe Local:Agency begins performing prior thereto,the State of Colorado is not obligated to pay the Loral Agency for such performance or for any goods and/or services provided hereunder. STATE CONTROLLER Ro rt a os, .PA,MBA JD By: Colorad )- artment of Transportation Date: 4/(3)// Document Builder Generated Page 21 of 2I 020/ 099/5(3) ATTEST: (/ .X,Gto;41 BOARD OF COUNTY COMMISSIONERS Weld yty Jerk to the B rd WELD COUNTY,Y COLORADO BY: ral S Deputy CI c to the B I Mike Freeman, Pro-Tem APR 0 6 2015 ROVED AS OF N N P;Y'i, PPROVED AS TO-S BSTANCE: Controller 4 Ele d cial or Department Head APP __. Director of General Services Coun rney 020/s 07/571 ) 28. EXHIBIT A- SCOPE OF WORK The Colorado Department of Transportation (`CDOT")will oversee Weld County when Weld County completes the roadside vegetation and maintenance project. (Hereinafter referred to as "this work") CDOT and Weld County believe it will be beneficial to perform this work because it will establish native vegetation and help to eradicate and suppress other non-native vegetation along two county roads and portions of state highway 14 and 52. The changes will improve the environment with reduced erosion and enhanced water quality with less herbicide and mowing in the future while increasing safety for the travelling public as well as the safety for maintenance staff This work will be located along Weld County Road 390 from the south edge of Hereford, CO to State Highway 14 and Weld County road 37 from Weld County Road 22 to State Highway 52. This work will consist of mowing and spraying the existing noxious weeds and reseeding the areas with native seed mixes. This project will be budgeted as a miscellaneous phase project and work is scheduled to begin in the spring of 2015 and continue periodically through 2017. Page 1 of 1 29. EXHIBIT B-LOCAL AGENCY RESOLUTION LOCAL AGENCY ORDINANCE or RESOLUTION Page 1 of 2 3 RESOLUTION RE: APPROVE AGREEMENT CONCERNING ROADSIDE VEGETATION MAINTENANCE 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 Agreement Concerning Roadside Vegetation Maintenance between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Public Works, and the Colorado Department of Transportation, commencing upon execution of signature, with further terms and conditions being as stated in said agreement, and WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy of which is attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Agreement Concerning Roadside Vegetation Maintenance between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, on behalf of the Department of Public Works, and the Colorado Department of Transportation be, and hereby is, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreement. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 6th day of April, A.D., 2015. BOARD OF COUNTY COMMISSIONERS ��, WELD COUNTY, COLORADO ATTEST: w .�Clto�� EXCUSED Barbara Kirkmeyer, Chair Weld C unty Clerk to the Board B //L�, Mike Freeman -Tem Deputy4 tb the Board ,� ) ; Sean P. C way RT APPROVED AS TO FOR ® G o d 3€1O County Attorney lat,,c((� Steve Moreno Date of signature: -SA ® 41, 2015-0915 EG0072 30. EXHIBIT C-FUNDING PROVISIONS A. Cost of Work Estimate The Local Agency has estimated the total cost the Work which is to be funded as follows: 1 BUDGETED FUNDS a. Federal Funds (80.00% of Participating Costs) $51,000.00 b. Local Agency Matching Funds (20.00% of Participating Costs) $12,750.00 TOTAL BUDGETED FUNDS $63,750.00 2 ESTIMATED CDOT-INCURRED COSTS a. Federal Share $0.00 (0% of Participating Costs) b. Local Share Local Agency Share of Participating Costs $0.00 Local Agency Share of Non-Participating Costs $0.00 Estimated to be Billed to Local Agency $0.00 TOTAL ESTIMATED CDOT-INCURRED COSTS $0.00 3 ESTIMATED PAYMENT TO LOCAL AGENCY a. Federal Funds Budgeted (1a) $51,000.00 b. Less Estimated Federal Share of CDOT-Incurred Costs (2a) $0.00 c. State Funds Budgeted (1c) $0.00 TOTAL ESTIMATED PAYMENT TO LOCAL AGENCY $51,000.00 FOR CDOT ENCUMBRANCE PURPOSES *Note- $63,750.00 is currently available. Funds and/or Local Agency Overmatch will be added in the future either by Option Letter or Amendment. Net to be encumbered as follows: $63,750.00 WBS Element 20665.10.50 Misc. 3404 $63,750.00 Page 1 of 2 B. Matching Funds The matching ratio for the federal participating funds for this Work is 80.00% federal-aid funds (CFDA#20 2050) to 20.00% Local Agency and State funds, it being understood that such ratio applies only to the $63,750.00 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 $63,750.00 and additional federal funds are made available for the Work, the Local Agency shall pay 20.00% of all such costs eligible for federal participation and 100% of all non-participating costs; if additional federal funds are not made available, the Local Agency shall pay all such excess costs. If the total participating cost of performance of the Work is less than $63,750.00, then the amounts of State 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 $51,000.00 (For CDOT accounting purposes, the federal funds of$51,000.00, State funds of$0.00, Local Agency matching funds of$12,750.00, and Local Agency Overmatch funds of$0.00 will be encumbered for a total encumbrance of $63,750.00), unless such amount is increased by an appropriate written modification to this Agreement executed before any increased cost is incurred. ***Note- $63,750.00 is currently available. Funds and/or Local Agency Overmatch will be added in the future either by Option Letter or Amendment *** 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. D. Single Audit Act Amendment All state and local government and non-profit organization Sub-The Local Agencys 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 OMB Circular A- 133 (Audits of States, Local Governments and Non-Profit Organizations) see also, 49 C.F.R. 18.20 through 18.26. The Single Audit Act Amendment requirements applicable to Sub-The Local Agencys receiving federal funds are as follows: Expenditure less than $750,000 If the Sub-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 exceeding than $750,000-Highway Funds Only If the Sub-The Local Agency expends more than $750,000 in Federal funds, but only received federal Highway funds (Catalog of Federal Domestic Assistance, CFDA 20.205) then a program specific audit shall be performed. This audit will examine the "financial" procedures and processes for this program area. iii. Expenditure exceeding than $750,000-Multiple Funding Sources If the Sub-The Local Agency expends more than $750,000 in Federal funds, and the Federal funds are from multiple sources (FTA, HUD, NPS, etc.) then the Single Audit Act applies, which is an audit on the entire organization/entity. iv. Independent CPA Single Audit shall only be conducted by an independent CPA, not by an auditor on staff. An audit is an allowable direct or indirect cost Page 2 of 2 EXHIBIT D-OPTION LETTER SAMPLE IGA OPTION LETTER (This option has been created by the Office of the State Controller for CDOT use only) NOTE: This option is limited to the specific contract scenarios listed below AND may be used in place of exercising a formal amendment. Date: State Fiscal Year: Option Letter No. I Option Letter CMS Routing # Option Letter SAP # Original Contract CMS# Original Contract SAP # Vendor name: SUBJECT: E. 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.). F. 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.). G. 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.). REQUIRED PROVISIONS: Option A (Insert the following language for use with the Option A): In accordance with the terms of the original Agreement (insert CMS routing #of the original Agreement) between the State of Colorado, Department of Transportation and (insert the Local Agency's name here), the State hereby exercises the 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 tabled as follows: C-2, C-3, C-4, etc.). Option B (Insert the following language for use with Option 8): In accordance with the terms of the original Agreement (insert CMS #of the original Agreement) between the State of Colorado, Department of Transportation and (insert the Local Agency's name here), the State hereby exercises the option 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 is a NOTE only so please delete when using this option: future changes for this option for Exhibit C shall be labeled as follows: C-2, C-3, C-4, etc.; and no more than 24.99% of any phase may be moved using this option letter. A transfer greater than 24.99% must be made using an formal amendment).. Page 1 of 2 Option C (Insert the following language for use with Option C): In accordance with the terms of the original Agreement (insert CMS routing# of original Agreement) between the State of Colorado, Department of Transportation and (insert the Local Agency's name here), the State hereby exercises the option to 1) release 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 is a NOTE only so please delete when using this option: future changes for this option for Exhibit C shall be labeled as follows: C-2, C-3, C- 4, etc.; and no more than 24.99% of any phase may be moved using this option letter. A transfer greater than 24.99% must be made using an formal amendment). (The following language must be included on ALL options): The total encumberance as a result of this option and all previous options and/or amendments is now (insert total encumberance amount), as referenced in Exhibit (C-1, C-2, etc., as appropriate). The total budgeted funds to satisfy services/goods ordered under the Agreement remains the same: (indicate total budgeted funds) as referenced in Exhibit (C-1, C-2, etc., as appropriate) of the original Agreement. 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: Form Updated: December 19.2012 Page 2 of 2 31. EXHIBIT E - LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST COLORADO DEPARTMENT OF TRANSPORTATION LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST Project No STIP No Project Code Region TAP C030-069 SR47n_n nI I 20e435 04 Project Location Date Weld County Roads 37&390 21'2/'015 Project Description Roadside Vegetation and Maintenance Local Agency Local Agency Project Manager Weld County Tina Booton COOT Resident Engineer COOT Project Manager Long Nguyen 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 COOL Local Agency Manual. The checklist shall be prepared by placing an"X"under the responsible party opposite each of the tasks.The'X'denotes the party responsible for initiating and executing the task When neither COOT nor the Local Agency is responsible for a task.not applicable(NA)shall be noted In addition,a #"will denote that COOT must concur or approve Tasks that will be performed by Headquarters staff will be indicated The Regions.in accordance with established policies and procedures.will determine who will perform all other tasks that are the responsibility of COOT The checklist shall be prepared by the COOT Resident Engineer or the COOT Project Manager.In cooperation with the Local Agency Protect Manager.and submitted to the Region Program Engineer If contract administration responsibilities change.the COOT Resident Engineer in cooperation with the Local Agency Project Manager:will prepare and distribute a revised checklist RESPONSIBLE I NO. DESCRIPTION OF TASK PARTY LA CDOT TIP/STIP AND LONG-RANGE PLANS 2-1 1 Review Project to ensure consistency with STIP and amendments thereto j I X FEDERAL FUNDING OBLIGATION AND AUTHORIZATION 4-1 IAuthorize funding by phases(COOT Form 418.Federal-aid Program Date.Requires FI1WA 1 I X ccncurrence/invoivement) l PROJECT DEVELOPMENT 5-1 Prepare Design Data-COOT Form 463 X 5-2 Prepare Local Agency/COOT Inter-Governmental Agreement(see also Chapter 3) _ X 5-3 Conduct Consultant Selection/Execute Consultant Agreement NA 5-4 Conduct Design Soaping Review meeting NA 5.5 Conduct Public Involvement X 5-6 Conduct Field Inspection Review(FIR) NA 5-7 Conduct Environmental Processes may require FI-RNA concurrenceAnvolvemenn X 5-8_ Acquire Right-of-Way(may require FHW.Aconcurrence/involvement) X 5-9 Obtain Utility and Railroad Agreements X - 5-10 Conduct Final Office Review(FOR) NA 5-11 Justify Force Account Work by the Local Agency X q 5-12 Justify Proprietary,Sole Source:or Local Agency Furnished items X aK 5-13 Document Design Exceptions-COOT Form 464 X • 5.14 Prepare Plans,Specifications and Construction Cost Estimates X alt 5.15 Ensure Authorization of Funds for Construction X COOT Form 1213 09/06 Page 1 of 4 Previous editions are obsolete and may not be used Page 1 of 4 RESPONSIBLE NO. DESCRIPTION OF TASK PARTY LA CDOT PROJECT DEVELOPMENT CIVIL RIGHTS AND LABOR COMPLIANCE 6-1 Set Disadvantaged Business Enterprise(DBE)Goals for Consultant and Construction NA Contracts(COOT Region EEO/Civil Rights Specialist' 6-2 Determine Applicability of Davis-Bacon Act This project❑ is E is not exempt from Davis-Bacon requirements as determined by the X functional classification of the project location I Projects located on local roads and rural ' minor collectors may be exempt I Long Nguyen 2/127'015 CDOT Resident Engineer(Signature on File) Date 6-3 Set On-the-Job Training Goals NA 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 X Contract(COOT Resident Engineers ADVERTISE, BID AND AWARD 7-1 Obtain Approval for Advertisement Period of Less Than Three Weeks X U 7-2 Advertise for Bids NA 7-3 Distribute Advertisement Set of Plans and Specifications NA 7-4 ReviewWorksite and Plan Details with Prospective Bidders While Project is Under NA Advertisement 17-5 Open Bids — NA 7-6 Process Bids for Compliance NA Check COOT Form 1415-Certificate of Proposed Underutilized DBE Participation when the low bidder meets UDBE goals NA Evaluate CDOT Form 1416-Underutilized DBE Good Faith Effort Documentation and determine if the Contractor has made a good faith effort when the low bidder does not meet NA DBE goals Submit required documentation for CDOT award concurrence NA 7-7 Concurrence from CDOT to Award NA 7-8 Approve Rejection of Low Bidder NA 7-9 Award Contract NA U 7-10 Provide Award and Record' Sets of Plans and Specifications NA CONSTRUCTION MANAGEMENT 81 Issue Notice to Proceed to the Contractor x 8-2 Project Safety F X 9-3 Conduct Conferences. Pre-construction Conference(Appendix Bi X Presurvey • Construction staking NA • Monumentation NA Partnering(Optional) NA Structural Concrete Pre-Pour(Agenda is in COOT Construction Manual) NA Concrete Pavement Pre-Pavinq'Agenda is in COOT Construction Manual) NA _ HMA Pre-Paving'Agenda is in CDOT Construction Mama° NA 8-4 Develop and distribute Public Notice of Planned Construction to media and local residents X 8-5 Supervise Construction A Professional Engineer(PE)registered in Colorado who will be -in responsible charge of construction supervision NA Local Agency Professional Engineer or Phone number COOT Resident Engineer COOT Form 1243 09/06 Page 2 of 4 Previous editions are obsolete and may not be used Page 2 of 4 RESPONSIBLE NO. DESCRIPTION OF TASK PARTY LA COOT Provide competent.experienced staff who will ensure the Contract work is constructed in X accordance with the plans and specifications Construction inspection and documentation NA 8.6 Approve Shop Drawings NA 8-7 Perform Traffic Control Inspections X 8-8 Perform Construction Surveying NA 8-9 Monument Right-of-Way NA 5.10 Prepare and Approve Interim and Final Contractor Pay Estimates X Provide the name and phone number of the person authorized for this task. Tina Booton 970-304-6496 Local Agency Representative Phone number 8-11 Prepare and Approve Interim and Final Utility/Railroad Bllli s NA 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 1 X 8-16 Prepare and Submit Monthly Progress Reports NA 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 X Long Nguyen 970-350-2126 CDOT Resident Engineer Phone number MATERIALS 9-1 Discuss Materials at Preconstruction Meeting X -Buy America documentation prior to installation of steel 9-2 Complete COOT Form 250-Materials Documentation Record • Generate form.which includes determining the minimum number of required tests and NA applicable material submittals for all materials placed on the project • Update the form as work progresses NA • Complete and distribute form after work is completed NA 9-3 Perform Project Acceptance Samples and Tests NA 9-4 Perform Laboratory Verification Tests NA 9-5 Accept Manufactured Products X Inspection of structural components ▪ Fabrication of structural steel and pre-stressed concrete structural components NA • Bridge modular expansion devices 10'to 6'or greater) NA • Fabrication of bearing devices NA 9-6 Approve Sources of Materials X 9-7 Independent Assurance Testing(1AT) Local Agency Procedures 0 CDOT Procedures® • Generate IAT schedule NA • Schedule and provide notification NA • Conduct IAT NA 9-8 Approve Mix Designs • Concrete NA • Hot Mix Asphalt NA 9-9 Check Final Materials Documentation NA 9-10 Complete and Distribute Final Materials Documentation NA CDOT Farm 1243 09%06 Page 3 o1 4 Previous editions are obsolete and may not be used Page 3 of 4 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 X EEO/Civil Rights Specialist 10-3 Conduct Equal Employment Opportunity and Labor Compliance Verification Employee X Interviews. Complete COOT Form 280 10.4 Monitor Disadvantaged Business Enterprise Participation to Ensure Compliance with the X "Commercially Useful Function"requirements 10-5 Conduct Interviews When Project Utilizes On-the-Job Trainees.Complete CDOT Form 200- X OJT Training Questionnaire 10-6 Check Certified Payrolls(Contact the Region EEO/Civil Rights Specialists for training requirements.) X # _ 10-7 1 Submit FHWA Form 1391 -Highway Construction Contractor's Annual EEO Report X FINALS 11-1 Conduct Final Project Inspection Complete and submit COOT Form 1212-Final X Acceptance Report(Resident Engineer with mandatory Local Agency participation.) 11-2 Write Final Project Acceptance Letter X 11-3 Advertise for Final Settlement X 11-4 Prepare and Distribute Final As-Constructed Plans NA 11-5 Prepare EEO Certification X 11.6 Check Final Quantities.Plans and Pay Estimate:Check Project Documentation.and submit NA Final Certifications 11-7 Check Material Documentation and Accept Final Material Certification(See ChaVer 9) NA 11.8 Obtain CDOT Form 1419-Contractor DBE Payment Certification horn the Contactor and NA submit to the Resident Engineer(Quarterly) 11-9 Obtain FHWA Form 47-Statement of Materials and Labor Used.. from the Contractor NA 11-10 Process Final Payment X 11-11 Complete and Submit COOT 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 COOT Region EEO/Civil Rights Specialist COOT Region Materials Engineer CDOT Contracts and Market Analysis Branch Local Agency Project Manager CDOT Form 1243 09106 Page 4 of 4 Previous editions are obsolete and may not he used Page 4 of 4 32. 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 or 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 or 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. Required by 23 CFR 635.112 Page 1 of 1 33. 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 Page 1 of 1 34. EXHIBIT H -LOCAL AGENCY PROCEDURES FOR CONSULTANT SERVICES THE LOCAL AGENCY SHALL USE THESE PROCEDURES TO IMPLEMENT FEDERAL-AID PROJECT AGREEMENTS WITH PROFESSIONAL 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. d. Anticipated design concepts, and e. Alternative methods of approach for furnishing the professional services. Page 1 of 2 Evaluation factors for final selection are the consultant's: a. Abilities of their personnel, b. Past performance, c. Willingness to meet the time and budget requirement, d. Location, e. Current and projected work load, f. Volume of previously awarded contracts, and g. Involvement of minority consultants. 6. Once a consultant is selected, the local agency enters into negotiations with the consultant to obtain a fair and reasonable price for the anticipated work. Pre-negotiation audits are prepared for contracts expected to be greater than $50,000. Federal reimbursements for costs are limited to those costs allowable under the cost principles of 48 CFR 31. Fixed fees (profit) are determined with consideration given to size, complexity, duration, and degree of risk involved in the work. Profit is in the range of six to 15 percent of the total direct and indirect costs. 7. A qualified local agency employee shall be responsible and in charge of the Work to ensure that the work being pursued is complete, accurate, and consistent with the terms, conditions, and specifications of the contract. At the end of Work, the local agency prepares a performance evaluation (a CDOT form is available) on the consultant. 8. Each of the steps listed above is to be documented in accordance with the provisions of 49 CFR 18.42, which provide for records to be kept at least three years from the date that the local agency submits its final expenditure report. Records of projects under litigation shall be kept at least three years after the case has been settled. 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. Page 2 of 2 35. EXHIBIT I - FEDERAL-AID CONTRACT PROVISIONS FI URA 127 Reaped May 12142 REQUIRED CONTRACT PROVISIONS FEDERAL-AID CONSTRUCTION CONTRACTS .natal dceach of any iof the ,t,puratiais contained n these N s Ananatuvt Required Contract Provisions sns flay sufficient yinur as for 111 Risniugrodatel Eau ities withroilding tit unary,nyments prithheldng of Onai Davis-la Bacon and Related Act Proporos payment temnnat iaf the contract :person debamtant ir Contract',Rork:ours and Safeta Standards Act or 1 .ether action fete maletemuneil to be apprtpnate be the contracting agency and FI:VYA hl tm9>r Asairrung the Corlra,t ail atety Accident Prevention 4 Selection of cab)t During the performance di bt, Fantail StatementsC 'y I iiihrsauLsh the conihe santrtt 'ha t USP unaptad for at .'rVose Ik oleriiartation oft,lean 4r Art and redeial ;Rater within The lim.ts eta constructionnr Jnrl or aF.l.cal-all Pollution Cantrol Act nohway unless C 1,l abe r perfomief onvirts vfio are on X Compliant e pith tari4epirrienKS RIP.3.ixpensron and parcle 5,peNUsect release dr umlaut or The tee`Federal alit Debarment Requirements highway does not mikado roadwars functionally rassifed as XI r;a3en Regarding Usa of Cortritct Funds for local roads or rural minor collectors _OLN ing ATTACI IUIENTA it NONDISCRIMINATION A EEmplion lent and Matenart Preference for Appalachian r nrnvsions of ms section related to 23 CFR Pan 200 are Der .p tent like-p like-pan icstpro or Apn a hran Local Ai cess windy-Alsip to as Federal aid construction-entrants and to as Real Contracts urrairlpdm.A0Anpararlisan contracts ails! re at ri construction subcontracts of SIC ilOOamore The Ie s cif 2s CFR pan 219 are not appiinabla to material supply engineering or architectural service contracts I. GENERAL r attrition he contractor and all cubitsubiontructors must atomply 1 Rani F ccvA '273 must be physicalph/sin:alb in,orporare,'in each nit Cie Following policies Executive Order t 1246 41 CFR 60 construction contract funded order Title 25 Iexciudnny 29 CFR t 625-t627 Title 23 USC Section 140 the en eryen ,contracts smely intended lor Tabus removal! The Renabllitatton Art of 1971 as amended 229 USC 794, Title J- contractor:or subcontract subciantracton must insert this foal m each of the Our Rights Act of t 964 as amended and slated aubcortr act and further require its incusion Fa all-evert tier re4 at n nn; ling 49 CFR Part 25 and 27 and 25 CFR sun:Farah t.:end dry purchase orders _ t l agreements thrfri 'Sp end 631 and other agreements Or supplies cr car ices; 41 a contractor and all subcontractixs must campiy Alt the The applicable requl e +ants cf Form FI ARA-1270 are r prosier r ants of the Equal Opportunity Clause in 4'CFR 69- incorporated t.d nv reference for pone done oiler any ni chase 14b.and far as construction contracts exceeding SIC.o0if abler 'tal agreenl nt or ayreentant for other services. The the Standard!Toleral equal Employment Opportunity nn intrac-.'shall be ue resprinsible far .ri plranc e be any Construion Contract Supcificatonsn 4' CFR be.-4 sub a tra for llower ter subcontractore l e om>ider Note The l:S Department cif Labor has cactusise authority to Fran It 4A 1271 roust be',acid'led m all ederal aid resign- ne porno llacre with Execut✓ !Order 11246 and the built! oria acts u ali aubientrants ariu ra sower ter poluesof the Secretary if Labor including 41 CFR 60.and 29 sub c t, rc:siting-our uterus f In smote es CRP I 627 Th,contracting age ncs aril the Fl TA A have pin-base_'der c r a n agreements and oilier agreed '.;ter We authority and the esponsib llty to ensue cnonphance with cupola, n sa n.. he ipsoyn bulkier ahali ts responsible Title SC Semi is 40 the Rehabilitation Act of InT] as for complan, ac an, ; ticiantractor airiertier aibiontractor any Ind 2t uSC 494 and Title VI of the Cowl Potts Act of :r sprocp nrnmder '964 as amended and-elated reguiancn,including 49 CFR Pat 1 rii and, and 23 CFR narts 200 .-4e and 037 Contracting iencles may reference F Fi1WA- tr.t27`. .m . ` proposal ar rpoiest for nrcipocal documents however ha The !Hewing l - adopted from F 2S0 Anne tdrx /4 1 r e n .s-dill or rate t�f /tit ap r irmata :inform the a:5 Fpm A ha, rete e ad;naii contrai,ts aub,:Detracts an i to-e tier jeriadment of-ah US DOG and FI cc utrer!en suo t ex2.ud -UN,hasH.1rental aareerlents and Phu,agreements Or suculas a aerocps related to a t.Equal Employment Opportunity Equal_mploynlent -.Vin a aamYacb. ripprirturufr l EEO Irequiren onts rot to rotate and to rake aft t re actirse rc assure equal icripertur,44 as set fnch 2 c 1 Ir to the aura,abut? rlena note,' i tie',HOW M.) x swc cut r f r miles. 4uiat m a CFR 05 :ec! t fe,e mlmt ur ✓ -sh {t','o all-:orx ] FRI 29 Cm 162516:7 41 CFP 9Jsand 40 CFR;7, Pertortheil Nn the contract hr the sontrar tor,gem orga t Caton and eraerc of the se,nary of!Amu as modified by the and v th the a.4:I.:once ..nn arc'Radar the contractor's pr on< prescnb d herein and rmpre.I piss:ant to 23 s_spanntenf n rid in all x nertrr?d'n the iI . 14 hall constitute tap EEO nI specific afrehaPve mm n ':.dlllra 1 . .vnh at`r.5015 , t h�-n+rdcf ac l a 'coa he ontra:an?,nrueilat't.:dle,dr. r Page 1 of 12 this toittrar I.The provisions of the An ricans srth D'sabdllles 4.Recruitment Vitteti a iverLsrlg erriploattes the Apt of 190:42 USC 12101 et ken set forth under 28 CkR contractor will mclu to m all a,feed's s!or employees the 55 and 29 r.,FR 1630 are corporated is r eferer:e m this notation "An Equal Opportunity En iployer" All such co ntract art toe execution of brs_gotta!t the contractor advertisements AV be placed in publications having a serge agrees to trims with r -0'the following minimum specificspecifictthe among mon9ce and an mIron- ro the area ot eat ar9 JII1eS s+E wh Ch the prPBCt� fa rce re w{iulct p Tany'oe leaked a The tractor will snrk✓nth the orer acting agency and a The p,intractcr will unless preluded ny a;all,' the Federal Government to ensure that it has made every bargaining agreement conduct systematic and ftren g ood tat shoe to pn ,.a equal nppn rt ,tysoth resneet to or recnatment through publc and private empinyee referral of ks temrs and crinditinn3.f amplovr ant and in them review won cps Ili kel.to yreld T lalrtied minorities and women Tn o f extrudes ncle,the contract meet this retitle anent the contra,tor xatir identify sources of potential rnmonto group empinyeas and astanllsh vett,such b `he atomactor cull accept as its fper afro]onto,the identiked sources procadur as fv1 rilindrty a 1.roman toli. statement applicants may he referred to the C a ter for employment considera9on. is tne poles of thrs Company to assure that coollrants are L and that employees are treated durng t In the event t actor hasrani targammg employment xothout regard to then i'gon sex color agreement providing tot excluspeh mg tap referrals the rational orgrn age or drsahildy Such actien.seal,include contractor is expected to observe the orevisions of that en rl e ent upgrading demotion ar transfer recru • ant'Sr agreement to the extent that toe°a stern meets the contractor'. creel .nt of compensation' tyo'or ^aeon rtes ci pay Sr compliance_. ionwithof EEC trait pmv hs Wham other if maor_pmte.attoe'.and eIr9bn for nd,or o 'cncrinor trop gf such] agreement o' hasthe effect te Jobe dug a apprenticeship pre apps=f_ ship ard.rr,n-the- contractor rr against h rtinonties ouch mwoman.ti nblegates t?e lob bauning ' re,no to do the ow)a inn rOvisicss implementation violates Fad2ral nontll5Ghmlbdton pm VlsrWs 2 EEO Officer The contractor vnrl designate and make knotan fi he contracting nnlrers an EEC Officer vino will Kaye : The contractor ill en..ourage its present employees to the responsibtrta for and must be capab_ of effectively refer miner ides and-women as apps ants for employment. adriiinistering and promo9nq an a,use EEO program and whin n and procedures with iegard to efelting aorta must]e as trained adequate authonis and responsibility to do a4V'a nts'call be discussed with en iptmeed n 5.Personnel Actions:Wages working conditions and 1. Dissemination of Policy:Ad men hers of he:ontrattgre eripInhaa.nanafits shaii be established nd admmistererl and staff who are authorized to hire supervise promote and persnnnel actions of every type including hiring upg a:ling discharge employees dr ho recommend such aoi nn. tor who promo9on transfer demotion :asolf and temp nation shall be are substantially involved in such action will oe made fails taken without regard to ace color rehdinn s.x national segmzantof and AO implement the contractors EEC polrry -ergo age ar disaolrs Tne followlnt orosedures shall he and contactual responsibilities to provide EEO in each grade followed and classification ni employment ro ensure that the above agreement pair he met Ire toilowmg echoic will oe taken as a a t The are a I cgncond per inspections of iproject lisas m:nm,um din.stn n. t that es 'inatrk!ng conditions and protect se'acrl19as do not:edmata discriminator.,9eatment of ported site a Psnndrc will he cogs rtf eeeforet and oat-soonpersonnel office personnel. employees will be condudetl before the start of uprA and then not lass often than once even,six months at which time the is The contractor'ill periodically evaluate the spread of contract. EEO policy-and is Irnplen_ tai o n will de wages pad within each classification to determine any re nested and explained The meetrrids yen he conducted y evidancn of dlscnrmnatorc wage prattmes the EEC Officer t The contractor will Penndicall y reviewselected personnel 0. All new supervisory or personnel office en iployees aril be actions m depth to d temane etbuist diem is evrdence of grog)athnmugh indoctrinator,by the EEC Officer coverng drs rtmmation Where evidence is found the contractor will all stared aspects of the contactors EEC ntslidations within praincriav take corrective action a the _ ew indicates that the thirty days following thee reporting for dot,trial the contractor ills:. ,na9on may ektend beyond the actions revrewed such mechve action snail include all affected oatsons Au oarsorrnei .h o are annoyed in direr re,oW rent for the project ll be instructed by the EEC C'fficer in the d The tontrartor v e promptly•Osestigate ail I:omps nts of contact-s proeedur _ fon tocatmq and rg reinerties and alleged discrimination made to the tontractar ronnecbon canines ail:ds dbllga tions under this contract w111 attempt to resbbre such ._nspla i nts and dull take apo'opnate iknectise action d. Notices and pwtes setting forth ,tactics EEC with t seasonable retie If the investigation ndkates that the pokewel oe placed in °tacit,admssible to aritn.ees dna.r - talon may affect persons der than the :mtplainant applicants try emplmment ard potential err pinaerss such eorfec9ye acaor shall Include such ether persons tIcon . mpre9or of each,-nvas9gairon the contactor wa ll infomt contractor's EEO pMuos and the°roc=dupes to ever;inn Dlaarant f ali of iherr avenues of apex: implement such policy yell he nrougPcn the attention of enipliames by means of meetings employee handbaohs or 6.Training and Promotion other appmorrate means a The contractor will assist Irt eating qualdylrlg.and .ritefeaSing Inc skills of rhinfaff es and wonier.warn are Page 2 of 12 aprh cants for emoloymoor otrierg erokta pas 3,,,r afr r!t :ed.It r requ r marts for and!-:on oly with to, Amarca"s with sh ou sl at aimed at develorded full,ourimy lave status Ebsablitas Aster,:all roles erg requla bone establl she 3 there erllpl`,see in ate'sum bed- 'oh ulasat,aloe In✓nlved under I L ar rs most provide reasonable a,:.:Omn o laflbn Irt allamploknieret ac totes ides.,to ss would cause an h t oistent oath Ms contra,tors sod ( r .e,IL,r anerd-Jim cod) r Si sake mr F..lanai it Cate y:ls 'e 'h= nonmareshall net II 1n at tat rms a_Selection of Equipment: The :mar Procurement'InnofMaterials geC phical a ono ant cts trainerror o programs even and droneweate nthq Equipment:of :mar Mat net geographical area or ing :performance a e-.ant a n al sanepit the grounds ofrace'heforreligionta sea special px vs stun nng spmmd n ni rhs�o. art mural mgr. age vnsahllty nelect nn ast retention qtr this ei,bparagraphvll be supersede d as indicate n the of subcontractors aclumagProcurement of.sate nals end sae al pro Amon The nttrarenea9 ay eoerve leases of equipment "he contractor snarl take all 9 esaso training post 3 no for p :=liar'-assstance end reasonsblo Wm',to ensure nanclissneknatior inae n err e sat' J 4'sai a nnab.of Sus ooraacf L. The rill actor ail die erramyees and applicants'or d The Tat raet,r shall dalat ah nritentlal sub'cni a tot s and n a *r al:,f asaughle taming pnegrams sr.:n!ranr.e air-rotas,.a rig less ,,'cif the'r EEO elongations dater the egurrements for ea:h -orrice'l d contract-a will:moody al',!eamama_.taming an3 l 1.1)S. astrar tor waruse goad faith effceas b ensure pm a potential of nerv=e dad riesand 'orRumba,for aril lie with the EEC bligations APPran aro at'a.arbdurege ellgrhla emplobees to app y for such trammq and pr oral' in Assurance Required by49 CFR 26.13(bf: 7,Unions'. f the contractor re'as in whole or in p ad anon unions as a sounds of employees thecontractor will use good a 'he rerlufremenis of 49 CFR:gad 20 and the State faith ends tpobtain the':n0paraton a sua a unions to T U S sat:sapproage DOE prop- are ionomnrated by increase opportunitie rot nnrmties and A:tions by romr--ore the C.sntra,for euhal diraalk,or thr mum a sorta,lois ass raters acting as agent ,fall'astute the procedures set u TI ia'ontra,tor a sub,nnba(t shell Ma disc no-mate on fora,bolas Mt-bases of race color oat anal ongrn.or sex m the pertomrence of this contract -he contractor shall yarns out a Trig daltlairdir sti urke j-ao;I faith ff, as to develop Ir applicable regurren e nts of 49 CFR Pad 20 in the awar:and sormerati en with toe unions punt train g f r granny armed sdnatubastion of DC ,,sled sontrarts Failure nc the Iowan]iluelifsing more ontes and n for mhershlp contractort. t these requrer ents is a material breach Ny m N. tagnion and or ile gher la f'allergies aril women �rt h a t ota.t• h nay result.n he t tractr tie tais eggnog so that may guahfL for higher pa g arpiovment so tra t orr sect othe emedy as the xlhanhng agenry seems appropriate h clause earl'll ion agrfin faith nt to the ind that rate suhan EEO lama nln tract union agreeing e o the end that such 1 L Records and Reports:The contractor shall keep e Eh union ✓g ontracsolar hound to rate aftl 1.loots without re_ > asre.cess t lsewnant Flwere wish the EEC regard r tag race solar religion sak sat aoa!ono's, age or reie .tents Such scones shat befat al'gawked( naa for a oenod cf 11cablLt} T - eo,'torlowmq the q ate of the fn na•rczntto lag _Jinn actb for all c and wort and shall be g=amble a o The YnTactor s to obtain mfom:Thor ae to the referral reasonable times a I par as for esf action be authorized practices and policies of the labor onion x ,pt that to the representatives ofri ...contracting agence and the E};Vs'A extant surhalfarrnatian o acthm the e session of the labor'ininn and euch isbor 'mon refuses ts fumian sum a Toe.e ma, ,e tty tho ontra,tor shall,iocum and the ',formation ti to the cot t the cone t ,hail so se t fy to klbweg' theor-ma-acting ages a n shat!set fort wkat e_flods Faye been ma:e to obtain such infomiation she noneher and Wala flour; monty and non- M1 a eur, anal ranneare amnia, m yea each work d in the event the In aide prof le the-'o to dass.ficat,on or the protect each a reasonable nog,of referrals M1min the time fund set forth m tl a ollectse bargaining agreenrent Me oust actor fro I 2,the progress and efforts beteg nsade in coenalatlon Ihmugh mirriersterd re festoons efforts fill the einoicsm=nt n r oniscable _ mpio'a pert papa,anklet orhoulre far la,race 1,0101 efts111•,, sex nationaltoperw h. (or t rites gnaw women and ongiora far bs minorities my rice an ad men toe',sky's' M ed and c 'te Sable menu r and women M r Tree 3blig of onion ?ha pn)gra s and enacts ra y a r .' In.In: rig hinng. tk)pit ya t -rum,'fe referrals e r Moot a obligated decree to r I auall P,rng upyrahng .ites antl woman. panel et rum,' under eh3tenhe of ar,l:to,Iron testa lava' r ,belle, the onVamiss the t T -e centre rindgoraeechTu wllSubmtation of erne e, r. maw t hlheparagraph Irlih .ntthe rfnn rare roar rep ^o thernnttin rig agency each d ul y for the:luratind of ,r, sine vacson'mm err ag she obnda'rons Pie Edn-El e<t indicating numhurre rty w n and ,. ant o Foec',.se Orde !'245 as r anger! and these sooty group employees engaged in each woe, spa prim:Ions ,using to, she unmediated,motifs the cl s reported requiredho she conh'ant work chin data not t rte g=enus to be =Forted on- The staffing data should rep =sent the priest K form on board in all,or any pad of 8 Reasonable Accommodation for Applicants r to tu lestreyrrfl perrod precadmg the era cf luiy Ifs,,-the-lob Employees with Disabilities fhe r: ire _ a not be fart.a, a Ening Laing matured by spacial r v erns the eon Jaen Page 3 of 12 w-I be Howrad to ollect and ref,irt traininii data The c paragraph Id of this sec tam aim, regular contributions employment data sramid reflect the Pork Rune a:Coati:during made or costs incurred for more than weekly p enrol but nut all or any cart of the last pactuil tiered orabeding the end of less often than.luaft rdv,under plans funds or pi:grams Jul y donicr cover the particular weekly p enod are deemed to he iffinstr alitely illa .r,ne,t demo such weektc period Such laborers and niecharrce shall be paid the appropriate III.NONSEGREGATED FACILITIES wage rate and 3;nge benefits on the wage determinaton for the aasaficatmn of wow,actually performed without regaed to This nos stun is wolf-tab e to all Federal aid cousin:lupin skill Parant as provided in 29 CFR f naCOI l aborerd or contracts arid to ail relatel dristrhotior subcontracts of mechanics perlom ing won m more man one classification Sr o 000 if more may be.mpensated at the rate specified for each cram ification for the time actually worked therein Pr000ed fFcontra,tornust grsure that faret ended for That the em pinva s pavroll record a vi tratel>set forth the en Flo es are prodded n such a manner that segregator foie spent,in each Massifs ati onm cc hint,sore is perfnrmyd the bas-of race ir Ilion ax sr natIsnai ongir cannot the cage deter ro r air n including any additional classification result Die contractor neither require r g°gated and wage rates r:!floored udder paragraph I h of this 4150 bn Anti n or oral policies nor tolerate such use ty section and the Davis-Bacon poster(WI 1321 shall De empauee ustom 1 'contractor>ntra:to obligation eatends twiner poste_ at all times ccthe contractor amts runecant actrlrs at to ensure thatits empl e es are not ass,gn ed to Perform hew the hf the work In a prominent anti accessible:a-e where seneses at any ffication under the contractor's contra] Ahem 9 Ran be .asily seen by the workers the fanlight.,are deg egateo The tar fawned' ncludes waiting ronms no areas :.t°urart and'Ober eating areas 'i`he contracting officer shall require that any class of tine clocks °5eP1( '1 h.. 1, p far rooms and rimer laborers or mechanics ncluirn phi'', st l s norleenl in storage Jr s parking let k .d.,,rotas B n f 's W recreates rentertainment areas tra Fntatnn and ousinu AaTedete_m➢WtlrNi and nfilrh t be employed undRrt� prowled ter emplps,es `be r nntra.tor mhell prowl le separate 'contract shall he classified m conformance pith the,wage d or t s and necessar dressing syIneptM1j .termmatmn "re ntracong Officer Shell approve an area o 1 caneoats cci sakes ad lilt trial clasificati x.and wage rate and fringe benefits therefore only when the following criteria have been niet IV DAVIS-BACON AND RELATED ACT PROVISIONS ni The work to be pertomied by the eassdmat,on -equested is not performed ha a crassefication w the wage sec bon is apple age to all Federal structron a mmatan.and prole is exceeding 31 'f and Si all rerated subcontracts and !owed tier subcontracts agar-dress of subcontract sire) The :di The olassithiatinnis utilizeo in the area by the requirements apply to at prcecse located within the right-of constructionrndustra:and way of a roadway that is functionally classified as Federal aid highway 'his excludes roadways fun tnnall,ctassdied as Inc al risfficIsor wail niinor colieraors- h h arg exempt :dip The proposed wage rate including any bona fide Contrasting agencies may elect to apptheseregwrercients to fringe benefits bears a reasonable redationshrp to the other cc-meats page rates container,in the wage d ...matron The o0e my provisions are from the a S Department of 2i If the contractor and the laborers and mechanics to oe Labor regulations in 29 CFR 5 5 Contract provisions and employed in the Jac sflcauon II(hnowrtv a parr related maters with minor revisions to ccidnan to the a R^JA- representatives and the contracting officer agree on the 1273 .meat and At If A prograni requ rep ents JascifiraLon ann wage rate(including the amount designated for fnnge benefits where appropriate, a report of the action taken shall he sent by the contracting officer to the 1. Minimum wages Actrnmrstretor of the Wa ge ono!lour Department n bioynlent StandahG AdmmisVavon.11 S Department pf Labor a Al 1 l urers and oe heroes mill-Raced r moteing upon 'asY ngtinl DC 20210 The Admen is tretor a an authorized he t. 'f the Prod, II o old um:onJtiioreiry and riot less t esentaGva.well ocarina motlity a Jlsepprove every often than once a week arm without subsequent deduction or tic n»I assd a6on action loth n 30 days o(re receipt and rebate r ant account except such paerotl deducllons as are bcc a r e the en 1 ac Org officer w 1 rtih the ezmractng pen tt equlat ued rid the Secretary of Labor f vi.Mn the 19 lay tier nsf hat.tit linnet time is and the ConelendAt `h CFR pa(0 p the fa];amount of es wages and bona fide fnnge benefits or cesn equivalents then f hue at time a payment t ent computert at rates not less i I In the event the contractor the laborers at rr.eohanres than those untamed in the wage determination of the in tie e 1 ooyed iri theclassification their r sentatives the _ f n M itll no-limitless which Im attar-theeal hereto and made a pan and the anon an w wattle rerdo not agree Proposed hereof 1 ties of contractual relationship nship-,hrh may - limn and gage note On he eg the aura e r he al a to exist betweenitre contra t and such larnorars f Ilatad for fringe benefits.where pp ropnater the and mw:hancs atallrat tout officer shall refer the duestiors ndudrrvg the dews of all interested patties and the recommendation of the ontabr orsnodeo sorts reasonably anticipated for born t silo/-iffieer I>tha Wage andlimp4lmmistralur thr fide rig enafli untie .hrzon,Ih; > Chu caeca bacon 'rnabon The age and line Administrator nran et halt if Iapn ehanlf d dNaggs t rYpre tt A is5 d tlnn'Mhln tars rf receif r.., advise the contracting efrer ar paid :hlabo;en: terhani65t1 tt the Provision 4 Page 4 of 12 rota" the r.ant a tat-blue"bt r e Heist'penoi that Ba in at the canta .v Ma" maintain ionic andr show add t a.nine is neressars that tf:rail ornament i provide suet f benefit. s ertro,sate that the plan or pm gran is finenrlally reap onslble and that the J to cage rate .tutting bony benefits them pia sampan h s been ,a dt _fig t. he atop-tamelater 1 . ant' p a al r �aF .:hat[ affectedant f 1 l Jay the I t f f cn r ,ball be pail all 4 rc ref truing c i cleated r t1 actual oat n h lrtrod Jsueh the tssf at :clef its al from the prat benefits U fit art. chip ring ap t s r'talne ,under d7 1 ...ark. Der-forced Ttrtl in -.lass feat, . err 11 ima an t lln tun tt nry tyre registration of apprenticeshrto programs 1 reit Ccatinn prate,'timg rania the ieastaton ot the apprentses3n, e.never the'roc,us.,sage rate pros used in the trainees and the rata ail Gage'ate,. -.:nheit in the ',entreat f a lap'. .era iudes a ftirge aril le programs r f t&Pc^ _.nq.t o<vested as ar ruts ate the traitor shallether pa the uenefit a -dated Yy ,libeeir,'3at or or slut t o a fto'rrge benefit man basil, ash h t war II r:fit 6 an n - agt .aver t thereof f Y ap .)r tact orb fi mite t rf a'r Lli t the iiontr acting figeaus The oayralu Lib rte f shat fist rout atel -roboletel,,all of the rfrirication r ed to oe d i rhe onirnanr Ines nor make nay tr.a'uatae>r t r to 21 CFR 9a't3 ept that full ;uoal r n - n under other thins meson the tacau ma tons der as oats rt the ;eruct", .f her,and home addresses shall mot he moiaderl sates of anv'ah ore.,or mechanic the amount of ens moats **is transmittals oisteatt the aappals shall only need to easonato anticipated crept-Pa:bona rde tinge oenetts .neli pee an rolividualls tlertifaind number Cr each employee' tide'a plan or prhgt annestled that the ecreteis e the last foci tads ta of the amt .fiat securiryi Labor teeCurd ups I'e mitten request of the contractry nue her The requ I re ekl,patrol) 'tarot aton may be that the p :able eta tams of the Peas Bac:n A t Lave submitted a,any fom desired Optic-sat Rune sqi t.i47.5 been eel The Get etary of Labor ma enure,he'ortrector aratlabre for this p vc he'Nage and Tour Ph son to set 3 to n fi "eparate it cr.unta,se.,for the meeting of pep site at http'1 wA t go.cc a: i'ist tnmsfwhd4 tinstt^tnt obligationsunder the plan hlyam o is suceeseur site rue.t•ia contract sontractor resficirsade for the uo .rtopts of bat'oll° by subcontractors 2. Withholding re et-actors et-actors and subcontractorsshall as tan the full sture; umber and urrent a' d r.d Nr . arid shall arcade:hen,upon request Ine contractingae ortra, Ir Ta 4eres shall-von its . germs.o upon iransr pecion to the.State DC- 'he RI IWA or the Cage _. inn etce„otah thonzed epo natve ofve 'ix L assn of'he Department of Labor t purposes of art,a Department nf'.ahoy wthanld or cause to he withheld from rovetiyaficon or apt of "appliance oath firm ailing eau!, the !ant nip air r :iontract con act aria can oderal re i s If iso a nnlaton of this provide vide addresses unfur a arm coot tetI me sae avis Ba o r env nthertn lerally .P t actor to rages er subcontractor to addresses and t+ ass t .rra nshtl :t to Davis Bacon are arlmy wage re age allaynun hers to the pnmcontra-tortalm wvn requirements uch of e ace mad ps held by the sal pen e t Haar to" remade wythout w w hmwsron t he onfactmq agenry much>f the arm lid beamen ah orers an may lit s t to l le t a irs mc lc i arprertcesminces and laborers heft h r I mail ,0 a a, >II sub M 1 t to Fa 1 my a ,ontre t a ihcontra t th fUI t fvrag 't ! ]f Compliance signed he mbarIto M ,aqu I m the :-attract In tie .seat fatur tr par an tub haC c hi 1 a �a Fe' s'he "oboe,_ merhamr Tavng anv apprentice trainee or on e of the parr remployed, fie the attract and ,ban xg f help piosco or sparing on the site of the work ac T nett Y f Ilcvang of the oracles required by the':n ,art the compact al ayenc'e may after r rtters notice t e c antra'for take such at Uran a. `hat the pas rot for the Pay a peas ratans the maybe . sere to 33I333,the suspension fuf shy" aolar egulatee on rea'Iren to he Stheprovided tuna§55ratatutl is pap-rentea�HI .e guarantee o(fur pot l such PolaLrons k,]u atoms zed FRe.r 55 to is pf ropeeq information nn is have eased. 031134 ad S maintained 1 r @ i c i f of rcotrestl ors 29 'F R part v and maid mfcn at r_.tract smut J. Payrolls and basic records asiflete find to."mo onle elan therein;hail b hat err „adore' ;!'h 3 t I.g 9d:h ra opeal a `a,fib,thislie t a !.duns h e st the r nm and t ant a'. t fine >ntra t tires rved'nr a penal of t ears thereafter for ail laborers bring apes ill t h a bpacth '„ably and t an cs mar. g at rl , e fit th o, >uch"er�rros sagesm,d u t Hate e n o 1 rvetq: star !o der,'"the nary a ant un ironer fir and'hat^n:;lid sst ns eve beer' taleeither'.ernr or Y^` t tl on the full a ages'a :Prier than each bed-Y rter hs orl -ones!'l a5 a lficat a 'curly rater dd ln'_igq 1.ratesof contributions t able le den,as sett o ]llatI cJ r'.Fr' ut N. J an pat e,'for bona tale'huge benef te ar Lash_gusalente " t tier .f ofhe Imes d .din sect) at oo2,,-6 I of the DavisBar orAd, lals peel- nu"her of bouts r.'orked "hat each laborer of me"me"hark nes beet I part not .frodut,sars tea lactual eiagesa 5 J'enever the ese than thear)aoplicable;age'ales ha age benefits a Seoetart rf Ltie !as nuac scaler 29 rP e'ali a civ'that ash enulvaiers to t nasstti t 'of a ors oerfYmed� thH { f 3133. :303r3r iude the amount of a s[eafiad In the abl, detemmraafon ancr -tasstiopr dug benefits mailers 'mambad fit the no,r l ar elan :capon'dedam l'a in section t K'M tie Dawa Page 5 of 12 The meekly shoo Revdon of a ongterir dx ruled rate bpertneh r the framable wage deten'matun eal'anon set"orth on the neeRrbe RH,of Optional Frrrrn r:tenni es shay be paid fringe b re is in ac,or dance with J snap batish,the Requitement for subn.l scion of nth the priorsions of the apprenticeship program If the Stale,runt,tf Oomph arc reompharce required by paragraph s,,aof apprrtleslp program d es,rotisefy fringe benefits. t e eertitr' 11r rtl + n..List n paid the euii amount of hingehenents t e arje leterninatinn for the applicable 1 r lal..f.-a ten, etthe rfira0 rsma,, ra rat 1 ,ft 1 beta tens s Mat afferent subl t hatorr Biondi. n Rolorcri criminal tot -eviiif it alu:-ableapprenticeelassll air ', p efuton under aril of title Bs l sect on2.t f ir 1 mil tie pall accordance ih that 9etemr nation title R of the Jnifed states Code in the event the Ofr e of Appierticebtsp Training.Employer o The contra, rr n retractor h tteak,them oils and Labor Service xa Stale A,p eldr echo Agent:, Feud Ij1Jerpar,g pl oao(mu t_ avehabie for lnrzep ba me to ,d➢onfte approval afao In! non p;mg a a ncrpeprt authorized apt(mini fl it program me mnirsr for wnll no�pnya are tt.esoftle contractor-4g a n t niz err t eeatle tan nt tplrable reF g 3 Ye end CC 'na ern r ad dal t e orra:per rime l Jnhi era -eptable FIhIA or the Department of Labor and still penld sutsuch oritirrapt ertitl.es ter;i t employe dirndl a•.vemg hpwv 'r' s appreverl orlthe ion it the contra,:tor or subcontractor fails to Sur-tilt the ran ecords cm tomade them available the El lW A nay TralnaPh,An-vat' of the U3DOL' after v tter rintate to the contractor me contrasting agenss>r the vent,D none;ern& a as may be ,sari to cgs u.n iso fany cnherla 'tart advarne .v - f[ mm�del n 2 CFR 91r ,es grill rcpt be auarente_of rrondo lrthen rte tartire .ubmttte requireq 'I ltncorkati s,thantne predetermined rate Corithe I aponrequw t rare;ugh rxJs available may .nxc.edormatl a s5 then are snip' yatl pursuant'n and rep I ld v dual e t 1 In a pr ran whrh nas received bey CJs inn Baba Lenta' op ouram to 29 CAR O 1 9r en e ug prier approval nt oe Lead bE format i e t enation by mthe U Department iregraf of Labor Employment aid Training 4. Apprentices and trainees 4ornlrnstrallst a gore es 1pr Pram t of the G3DOL. Tire ratio it Ranee,to rneymen err the ion she shalt nut be greatar man Liermitred»oiler the pian apprnvetl py the App es..tll lie tten to Stahl,atess than the [`vntenl and a gAtlmmishadon pre ined ate for fat thevox the,p n rmled wean Rey are eon-hog-4 ourscani to and mitheRillarit regpsterssl in a n sna'ride T rer r Ranee most re paid at not less than the rate seen lied apprenticeship program registered with the U 3 Department of in the approved program'or the trainee s level of progress. LaborEn idlosment and"'anal,:Ado mntr aeon Office of expressed as a Uen:entage of the iourneyn ran.hourly ate App rentreship Trarring.Em plover aployer and Labor Services sMtf, specified in the applicable wage detemnnafon Trainees shall a State Apprenticeship Agent e!egnized by the Offh e aria he paid fringe benehte accordance with the pin sons of the tiernon R employed rhis or her first SO Tay, if probr,cnar: trainee pc gram if the trainee pr yraro does not mentior erriPirth Phalli dons not apprenticen surer gisa in es.) fringe telisted se. ✓ ialll paid the Rey cunt of tongs imnal .e �. J. the Office registered line pn'ts out benefits rotat dire the wage determinationIiobraes:tne Aim g peen oyer ,e d by ho Office e Apprenticeship a late 'here i an ar pf re the whip and Irnt ssooDivisrat (felon-times withh that Training Employer Agency air r 3apro s are Slate !hire is an apprenticeship program ...n the wage the Ap['when-aeon a Agency twhsre apprentice to he eligible for pnafioo/Nob apathies wage rate than the ways prohat nry'5mployn nt as an anWenpce 0 m. afipn wind h ' Mr le.s than full forge nenefits trra pprelti::es Any etratmeepiste1 on the payroll at a framer. The ]II able also f !Fanti.-a!o _ on the cb rat n notregistered and paN pats g in a train mg plan �It2 d to teal fib( anon mall lot e',eater than a 'ad, ap[r 1 the En plaen rtt and Training Minty-my-anon shall n tte to the colt a.t as to the y t cork scaler b paid'VA ass than the sirap ati ble aye is on the dwage ie, permitted Rare B t Inatio ttai ash], non f;teeth actually elf Jm ed the eq t r program Ana orkerlisted apa yrOll at an p apprentice -g. t 1 not oxgit I trercha in addition any brat 1. file wp on theInb s._.n ampl eed as stated ar shall he pal .t than the era ,Lhe ratio permitted ender the eg stared program eppl acl Wageate F ageJe » LanforthB shall adnot less ha brie apps sable”age rate on the f,a 1 Mwr,n .t Ib pertom ,dhtron nay e •imaton n h at-Triodeder.. rfrnmed apprentice pertomnr g ox m the s to - :sass ofthe ratio pert-rutted under 1 registered p..gram shall he paid not r the event the Employment and Training AconinisnnaLon r than Me app hr all rate rateon the ,aga detem „im. w.nta1-a'vs approve forframing tees an the contractorwtrc no pt-f the',dirkconstruction actually pe or 01 ;She d tattler-tat-. apple l porn Itta l Adze trainees t.less man.the peffi y n:ts pr cdM s a Outer in a r tli[v other man apt able p margin s ed sme for the wink pahrvmetl unlit an that en -ni egsthmd . .and.nave a ptable pr oar sapn ov_o rates (p reed din the ne'entageS^f Ih tactor' tof-s slnster tale t niha a [r'S ors t ta:6 fs regis[er>;l Edda.am Inv entopp' lit . I.e= tympanigal de ohs ra 1 P 1Ir Pus p of - ap,opt.wnss ira.nees and,oumeymer ender Pus pan shall no n con omnte vnth Te aluat anrpinyment opponprnR v ry tip:aenticerl a -. r. tliepa l . r the rat, 'el rer so of ts Ex .e C'sber '124O as an andeg and cJ coati li the ray=st 1 Laa'or the mart ,R erg CPC pan'3d piny aria asnrasme,la Par Santaith of the .sue. Page 6 of 12 d AL pontes and Rare,. tent' on'I 13 DC To Aral toi and gamines .keg and t{ ant sashes soil V. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT kill training Wogran s whim,,nave nehnreO:fied hra the Seer t d'ransport EO^-wr-rt�cn with PederalaJ highway coin notmho-too untgrarare not Fue following ci abses apply to anyFederal-aaconsmrpr. subet to the regun. lh Lae;arah4 oftl Iertnr itch act in an amount e<cons on ino sublet the ,ta 913 lime muvwet ates'or apprentices a n .tinep son. of he Contract ark t Safety 'heov . trainees ores sc li programs anti be established nv 11 a Standards Act These la ases shat be n rt iI et additiop rte particular fir No Rho The atm of apprentd es and trainees ra the clle lse-re qute 1 by 29 _ a::sr 205-FR 4 it i.. fnumeonen sf 311 not oe tre er than nos,oleo by the tom,r' used in this paragr a{r the terms lei moon s=td n-A-hari:s the part: rl bottle watchrlen and]bards 5.Compliance with Copeland Act requirements. inn 1 Overtime requirements. Na .entracte' ,t m.r othastm inontrachoi with ninth recu,eropts Of 29 CF.part r!nfractingq for any°DO n,the contract h k Molt mato reohne. 3 aim f'. P inchirpotated lY mierecoe n thin .1 .tart r St ye thet It a rat bet on r.hd nl_S fall "I perm�itanjy hdom4-st JarrCn 6.Subcontracts- Th ,tractor ur t gnira_,n ;Rif insert rat ,ak in t'ub'es e .r;rte s amp y l oily to Form11/4. 2 Sir an JOC n.ra t an 1alsoeTu r No wort' ess or t,,ha s n such x k lnw such sub rra t r o rat le FI .1 .,; her ah r r ar9 ethan s r, -p s t et a'ate es; b and one-half fi a therate tpa,for ail suit sub tats the or enitr`f;hal,be espinsibl for the a y -a ess [IDY.t.rc inv h m,t aR at:nuisance hq arc succootrachtt]rDiver TIWwbcnntra !n ott all the trtatt la .e.in 293-i:i' 2 Violation: liability for unpaid wages;liquidated 7 Contract termination.debarment Arne:d of the damages Ir the e tnf any violation d the'laus!sl fmh contrart Iauses n 2 CF 3 a,t t lndo ter ten ya?on paragraph 1 oft s rte t'pn.the ntra [pr aril any of Oct r r _ and r 1-t amwnt an a ivl for and a ;r h onlraanr 2sp 'ble thereforh II table Mr sub [ t 1 r COP E ar l d I wages Ir i I 1 t rh"pet a r and subcantoartut st.11 able as the:touted States "be cane:of is ors wire antler contract for the Divtrtct of Columbia ora cohort' to such 8.Compliance with Davis-Bacon and Related Act - Ornt'r to such t oR: for if-iodatedlarnaea 3 U requirements. All'itngs ana-nteror arms o1 toe Dabs hl f t d daft ages has beomput 1 with tevpert to each Bacon ant Related Abls cntalred in 2n t FR pads ' t and:5 inch-.nuaI taborer or me bans- incibding wetcrn en ens etch r oonmrat 1 efarvnrP ih . ontra:a Tobin emploverl m vmlaton of the clause set forth n Paragraph 1 j of section c the aetn rr.o calendarla to pk such o h such nl fuell W S reduired to 9 Disputes concerning labor standards JspuL3T ar,tg cart lied to Agri.in exceon of the starolatd n..rlswees.,f fort. :wt ittfile at star:Jar&proproamons tittr contract snail not be hl u.'toffs gat Pules cis .f N's r:onrasI such nouts withoutpayr t Df the overtime Wage"-ILM lit the :ImputesThai'be mss 0 accordance with the pmn�l louse set forth in paragraph:1 of h.seuol of the Department of ahnr set forth In 2n CFR pans 5 l and Disputes athin the meaning nfthis 1a include deputes 3 Withholding for unpaid wages and liquidated damages. between the contractor cr ens of its subcontractors l and the The=.I oPJA or the co tarbng agency shall upon is o sn.action contraonagency the S Deparfi-aent-of.aba, or the er!ins,'written reticent of an autborozeif representative of the arnulaaaaa or Melt rept asentavves Department of Labor twthtod or rase to he withheld Ricoh any monecs pevehle on account of wont performed by the 10.Certification of eligibility- ontrartor orsubro sit 1'r. arn s :orb artOr leral contra t with the cam no-tractr van, atl ler federally-assisted hangact nublect to Lte Contract 52odt a Rentering stn'cm cortrart the contra,toi o teat I Mum:and Safety Standards Act rh ah is raid by the same neither t nor-oe or she nv nof-444, larnib n nay an pr me contractor sut siums it rem be d_temnned to be inter .st t the contrarfors hm.is a berm in or o m narg as Ic rte ua a to r far u p any liabilities of,u t t d d e for es he aw a'ie l ,.varcm eel to P-by e f sedian sip of sue t actor for linos a wages ant' 1 d l td iamage5 as theta Sharon Art or ottia4 R?l Zia nli pc-aided in thec1au Wet tort in paragraph 2 h No part 3f b-c contract shall be tubrr ntracted to an,p inn vo firm e goble for a a t of e iSove too:Thant by virtue. o 4.Subcontracts- ht prtra t n or v h v r act a1'insert o f 5e r ,a.-of the ua,,da nr Act 2:0 CFR 9 121atil l liboontracts p let eonh n paragraph-+m - -, th yh 4 r oiIris sec antl also a clause reClUlr,`,1”, ask 1 a stdten surcontrantors tis incoble mese hlausan in ans lower der ry rr fie ess reel Y.. Tut 1ga is The of roe contra:'d. 11oh responshReor ▪3 IC ids ib L. ,cl.'. ompliancea pt'any lit r tnarar orla .. Hain es-se3set(Mhinparagrafl . ,throughhoh la u(Ihrs siren Page 7 of 12 er le c.1 In Arta h ar tt 1 at ht otair Rli rterl ner r ,resmn, Vr SUBLETTING OR ASSIGNING THE CONTRACT and rvqulren.ents of the prase antract Th apt liable In all Seder 11 at I ImrstmcWon ' T "altor-Morro',e repu ant of oar ayract ..m ats,on'the National Flghway Svstenl rt taµl abe to theriqn boldr.nnt 1 'tamper path tiny o a a, habli the-r own if pour mate ho,,hdrar tor;hall porforni with its PM, ganlzappn 'e-I. tenrent contract NnrE amount fig cot less t 1 oament mota greater(eroentage f sp fed o,s.v.h.n. nose contract;of the toe, lm al moor t once excluding anc specs-Ufa tens VII SAFETY.ACCIDENT PREVENTION •-I by th.-nitro,ting aeon( :tor:alt.rt.T to. pedon 1wouh,nntract and the amount at any'ur.n Thr y p' ao is nom-able to all Feder al ad i0 alto .c- r art ton-d?liar he le Il I(torr tow'cat mho-toot to .posh a,ts a u ro all+plat t..T.-.nntrails one al one&st Pre before•:;mipur g the an suet of morl. no.serfs m ed o. _r•a t s o.r>roa _a_.n 1 -the pot_doom. a t '.ntra'tot e'Ia1 rebated', r See :,t t5 orrery Rauh all applicable F etai b at e and local awz hsauninha safety health and sanitation i 2-CPR T3.) The a The tee, hareem,pry with is ter, huanizatmo trer a tar shar r',r r1d a.ey(a safety d o,tin,and towork hm !Oohed or ura set,by'he usal chapter ,and rt tee gouipmert and fake any lir er needed action=as rt h umor-NM awned p anted by 4ya o :tractor nth r Femur mos or as the ot.rarN ig off ar nay oetem Ina.tp be without operators a .f ttorn dohs nH n.ludo erlipl),ene4 oanorablt neces a.rn;tote-. life an I health of aq, nant of a subr nrtractor or For tint dub,nntantor oniplotoPc on the ion and the;ate oubir and to agents the onmeorfraCtnr nr am other assignees Toe f r l pro pe - ---; noon ditto p r orma ro of rha tem may include pa 'tarts fnrthe rests of hmng leased r h hotrod hs tho ono art en'plovers'mm an tamploree leasing`m meeting all:,levant Fein al and Staters lust on,requires ents Lee=ml 2 t raa I.indrtion of this coot rapt and- all fig made a mo , may ay only ben Lie the=In n e if the pane 1 of each din tra t At' otter r e n artor enters Into . w Ontr a tor need.all f the halo[lnq r Leslie in, tursuant or tract that the.: t actor and an, Cut meat Mt shad not berm any et r clh-a n bedornance o me con tractor maintain t J o er the ofv ant at'.'hirork iri hurrnuntlinct,or conditHr soherol mil of the ha. lat day dh tltrtlP Ph-.ease,: mach are Ur tartar riazardotn or lal gerou5 to nlStct amt I ti-c health or safety a- stn mad unr r.1 'ructan whey and the de erv!a for'emalne t nlble'r'5e fuel*, hralth 2 CFRI42hrp [;rand by the nor:retar, nn of th chat of the l l eft nloy'Hal et Rh or n ay tech ' th Act 141 7 J(the C Rerart A or trotcomacontractor retains all power to accept or rlar,and Satoh Standard-.Act la L r. .)JG4, _oar a fo mot mral employees from work on the pm;ept and 4 the brume conhaetor remains Urn ately resoonstble for ant to 211 Ore 132f, It Is a .nndrtbn of this contract the payment of nrodaterminod mm. ug Wages the that th :rearc-t_ahor or arrthorzep representatl ve Rehouse try of payml'..atementn_f ompiiarce and all Moron' shall nave fight of ortra ru arty site of contract other Pothte eederal r‘tddlatnri requinnnenth, per-C hope to ndport estigate the platter of comprrance mth the as oft af w and :hiarmis and en arty =g tens b ar ally,tes f I. m f he rens t-he Lnutal work am the duties of the.Tsertat eery .nn r 1,}7 0(the that renhireC highly specializedhpo knowledge abilities or Contra' Cod. ond af-t,Stan let ts A lap o'den i.nt not 01rainatly avalable In the t p-of cnnttactmg U m jail organza[on=qualified and expected to bed or propose on the .Nutt as a whole and m general are to ne rmited to minor ..cn panents afthe overall contract VIII-FALSE STATEMENTS CONCERNING HIGHWAY PROJECTS 2 The contract amour,upon whrh the regwren rents iet'ndh haragraph ll,of S io Viitcomputrd Incsdes the oast of - n app) :aNe to all F_coral-aid mate aI and rianufacturod products ohm ta are to be 'once',Lon contra(t and to dl related,oh a eta,to pot aye i is,produree by the oontrastor ma Ter the contract provisions roroe,t,rassure nd h q uanty and fUrn0r r onstructronm rrbnn¢y with approved plans and spenfications and a high 3 The r'IP actor shall furnish a r a con patent supmntander v ,l eree Of tonabtlR on ataferee_nts and representations'1 a de ▪ SUpet nnrwLr I'vntl br,'hp fiat, r a neu onto t ah onq r • scot t erOLerPrld xa key,e -d istal- dlrecto dreran(e rf Y eorf,in arilowanue city the corked,t aid huh ..dsFole(ts t-s essential that all pets,his curt arned ,equrrernants and¢.m nharge of all m do•t i,ton opera[ors v. l t e xTies pert ,her lunar ,a, arefulik.thoroughly. !regardle,s,of xho uerforms the yarn anti h t;(fh other of its anr I honestly'tfY a3 po5a ble UVititui fatly abort Mato:Nur or own marizat,mai ro,auroes %dna,smn m ataaeert and r usrepresentatron nthrespect to-my fur is'elated to the eoner ag sere(es as he r. fr onatt y artti cc,deb-mums s pr t s a.talauo a tf 7rolgral law To prevent any .mere ,arh to on;ure the tpolorrnorne r l e apmrard rtisnrctercton,lion regardrrg the nYerotoureos of these and s lie sty 7nrrnIALF 11)22 snall p rated on each 4 No port inn of`lie'contract shall ha hdblet assigned or =-1 a- -ghwa polert i2o CRC in e or al r othent se disposed r f accent meth he,:inner content ,f me of e.e,sshe It sr a , )vatahla ro all person., orcerned ttomb acthon officer or authorized rats-opreaentat,cot and soil h tee,fhe rrnlhrf consent when•Nan hall not be cons[ d•r rel eye the ,',Mtn of any roCthonithit,for the[dIrdIr Iant of toe nveva,t ,rotten;orient ,ll ne given anlR after he nrdNil:Res(y rat' assured that darn sub,ontrac"Is Page 8 of 12 're homer pemg an Aber after t rtt.I„ee of the noted aatemd tarmac b The tartan-afire hest tier naraapart snail States of any State or Ten tore or s serer hhether a iuhn t en explanation of area, tL::annot provide the,en'ratrm persrn association rr i 111'..31htft3tiall hcapyingla manna,ana sat uf.ein ,. .f:aeon exptenalnan agarlte false ttemenf falye reprroorstanon false eoort a, the ton tamed n nraneapar Alt the ar cart'ant or alter,aa, ehanet, gta:ty q art, 34tcost of t —Mead!Eel rti aneterrannation tamther to Enter can this trap,ton ,ma,r he nred or the qpant,or gualrtp of pan cernara e l n... `aloe ad the Prosy cf ve first thar participant t-fora soh a he nerManied or the coal th eof in cs meet nra pite,t.the ertf at on or plan, Was trepan,such a ',ever' sup a, rlpane nea t e TS:at comma, r i- r pan tcm-pa h,transaeti on ofconstriction nn any highway or-elat t I serf pure t deb . approve'a to the.eLr ,i,pf tansportator nr nrfihcal 'lane a a Hat,'al map-_ enlat on of f con which eel a .-e Peas placed when the mantraCmg Whoeverknownghrt aces any'arse statsmentrarenc, fetesoine to mitenpin this Ma aranaaction If ,s later representation false retort r tams,ran path ripe t Ls the ,I to trreatl Ma the epecttse part pa f hnopand, fared Mara ter duatt, ! aiftp flat Pf Ttrk performed^r'p e -art( at, adds to true reclean, he rim ed c manner;Mani shad it t efurnisre e r. a i f -1 aaatW c ,ha ei ] � -- the af2Wr ate•_. a h t m pith the nstrur_un of am wan rem:ea a,tar nate`I�ir lansaution,.r auys of insult pretest approved by the Secretors of ansporathon nr t ha e nompermeal tier part,part t tai , vile Whoeverknmargly akes any false ,tai e t o n ed ate pat en rah to the-bin!ae f ng age r.v to moon re pre sentahext as to matenal fact lr a t P wit earth'rat- 'I p ap:.sal is adamant it any dm, t ph-aspect ve Wst tier or report subarea-ad pursuant provis f th e retread ant n rt ipant learns that its ertlficate as n an ofu ha en andReran Act ementer! holyl lg l5;dtSa )55, re am-tided senate() rh�sl _.n _rnr aflt l _a nfrhangad and supplementer! ^r•rV ns(anrpC Shall he fined under I . tale nr inrannett t t tint,tla`(' ere,transacton 'debarred' rears nr oath ' 'suspended ielgobie" 'particma t nerson" Banana ' and Iantany es ,lea"as nod ir,nue taus, are fefiorar n.2 CFR:'eras 160 and 120d -First Tier Cave,,] IX.IMPLEMENTATION OF CLEAN AIR ACT AND FEDERAL saction, refers ui any,severed transactor between a WATER POLLUTION CONTROL ACT grantee or subgrantee of Federal funds and a panicapant,mute gs the pins or general onto t. Tier Cc-acrea rhos craw sloe s applicable to al'-Federat narration Sabana-trans refer to ana covered tray sac bon undera h rat contra is and tat allyelatede hcanfract, der Covered ha ansanon surda as arta entrants: Brat-her 1 'part refers to the nartannial nom naa enterac nth a Bqsum-macron of this hidiprnpo eat or tnh exacutim rot tic ',overeat transaction wroth a grantee ot subgra'tee of Federal contract nr sahmntra.:t.a.,apprnpnate the haddes pop one, a isucn as the prime or general r ,tractor: L.ewer`,et Federal Alti rpnstmel nn-contractor or ash,antra,for as Ta5Ppartt refers any nadir pani who has entered into a aprarocrrefe will het ned to have sip td as falloche covered transact on pain a Fmq Tier Partrpant or other.peer Tier Partlr:pants such aG suha nntrariors and suppliers, That any person who IS or he-Utped in the pen area ad otrat s not not doted fcetti re,marttan That pr nsaca tax firstt pam.g eat agrees by vahmittrna apart due to a violaf t' if 3e,Mrs tarn a the Clear ^'ter Act this omposel that nand the pr',ropos d oac eii tense tar he a Se,tun S06 of the Clean Mr Act erteral ars, at shall nht lamanna.enter into_ny gm PI tier 2. That the contractor agrees to mom erne to he capered tanaahtioi with a person v r u s aehanea mcfuded the requIrentatas of paraga aph or this Sectan x in suspendedcif arty excluded from declared evgrble or v n ever,subcontract and f Ind er agrees hake such anon as ri. t mat ion m this covered transact ,leas aethonzen he the cantractmg agencs may dce,t es c cane of anion mat the ate do-Larne:it or agent-.emmcna into this tramalion such requirements a the ataap,stne f rat tahr pants p art further es by ro suhronng Dos ppnsal that it all pc ludo the aanise fired X.CERTIFICATION REGARDING DEBARMENT. „ern,a'an Regarding{,ehamreof a r:nspr neliglbtllh SUSPENSION_INELIGIBILITY AND VOLUNTARY aria Exclusion-_nwer Tier Coyerel Tranaacitons' EXCLUSION wooded Pa the cMermen_or r acting agency entering ant mf this tars ovArPil transaction awmouo .trim,t t to al men' Thu„cts sip'isg apph ba to all Fedtc a aW-enste--n et file yd,ran3acs eat and in all fa ang tar Inid ter ubs ies urchas :Eat ers¢are tan. ar-her n t o sac.> ,ax -to g th-5 or nr�hold cob - sacra puncher aired lanse ti dents tan sultans pruya. . csother rot eitat,tires -tope- i3, avafpant i atlHansa{n rrlti branr'tan aefi e a r CC..a+stl estimated r. I oat 2100 la, i_...- as fat • oat ecramps'oparedrive sus e cal tiger ci ned refired r 2�kR Pa I SO ar.l 12N1saner that�s t fepaned.sue e a: mehyobre v i texcluded i the opvery f tantaa,ton unieea-f traps that the rant 1 3,pariic chant z. roan h.e for ecsonng that to char-lea, no mpen,-p s ere t ^ den: L instructions for Certification-First Tier Participants: deb- �t er Itlnitjlthe t.3 paricrate 'coveroar Tov .hp= phJ.ta ft { r-ipal h c- a Ey,at,nq and asohnsti nd Mara tin pnsat the parser*,, the el t h l tv of any - fiequired-1.e pa trop ant car:h first ter paNrlpant C;ands,the ice tf a1 .set orif held'! pd rl a'tr'hay bhp- tregulrett rear the Excluded Pat Ist 3vaten Csfen. o The natality of r pease,toptntre the eat.f al,‘s set.vt thItt fares GPa al wrv.?s AJ ilarnn r - be' All rat nererss.Sa es it n del pal of aadit:lpafipl 'h s Page 9 of 12 b tl ing. tie for ec� s shat Octrestrued tc t tramps*,.. or y a r e asa iahle'emote-s ntaftt torso, require the sablist ent of a ester ot re,oras In ontun t ',eluded,;our ens ion and or debarment den et in good faith the orkfisabrr tin-turd('be this rlauv .e knowledge and nformakonoflh Ape;the partonanl she Tarakpe,toe owe..-ter paPtunarat Shan prnwua t. eile,sibi taw I that Marls riahly ses Teo by imme diate ashen twit',etr rh0 person t eau:t this orwp eel's a pittlentTiers an in t= I' coons, nu no-,s dealing, tut r tteb`at any tone then reherrtlyrr rh5Or parr ipant learns that it earl f Alec rap 0t nitre eta tar wason of =swept`nr'rat-tractions authunze i under paragraph h o• n an d'I :iron stanees these nttructinns if a panicipant in a'neared transaction knt rgl' enters mt _r tier,oValtedtansar Eon witha the',pa idowaredr esa,enr behaved' person gel span led. ichan rhis t r nactton xJoiunn tol +panuei' ' e mode-bartln pat pre^ne arer'pA ' othex er grin,pa.a rah n he is Pilo tact ae addition to an A[dureana ail_I SrI n ntac' e pere a n n pih tr nine a'.aiahl the al ,a Pnt !r in_t. Htsl[ ISM - aa rte . r-raon'e dtariatatrent'd adensa ea,terminate las aa .eNrc' soap rhich this proposal is abbe.[led`at ass eta S 6Rmtong a or default ; {\ st'r s.-resal t First 'Skewed trarsa t.Ins to .t to.s atvonpet,.eet,a Fr ante,or " " antee ofal pantr i'ti and t rc dax'wrha'me t, n Law,=ra Ian oreseatiterad s 2. Certification Regarding Debarment Suspension. I a eartion radar a �s:'ier�.x�o a nt IneligibilityParticipants and Voluntary Exclusion-FirstTier i- eta eucha Tub'u has et ed:ttoiar a nag, pant Parfielpanis'. o the prodsp t who e h ib ant l L a;Federal emir tar-inch on pre agate or a tan melded:era i funds. a h t .,carve first f r partmipar 1 amides to the es a:The puma aenerai contract, .. itsNOSAe y anise 'liar a aril its pn or pals Pq ipant refers arn.part-rnammtr ha rea intra red garaged ian with a F.rst➢et rah(:pant nr otlwr_.hear 11 ere not prase is debarred su t en tec pr',bowed for 1pr 'aryrlpant;'seen as's oh contrastsoh,'intrarTras arid aopplirrt debarment declared enca or Montan,„,Taxiludetl eon pad t aling in covered transa.-tons n.any Federal e The On ospect er tier pan pant agrees of ierartri tent or agency submitting t'Is proposal'nat should th-br Tors ed covered transaction be,weer into it shall not Toryingly enter tio i lave not within a thrne year henodarcredinp this ere am en-..needed ttansaction with a person what propnly dawns, at t v m f or had a figment angered ew t ii or rarbe r in s o g b l ti con sionr n era n.al prpeng a .or pRensenr au eltnmhedi patrr, t,sras dth AK hr of all ss m e connection rh l St er oral trap a rNa I o tract underIng Iran acts originated the d na r :nor alter e th.b<;h the a pull 'Federal n' to oral Federal or enantact under r tan ongrnatet aaubes or commis aotifionne ::deep theftState rgerust starer, o-'ornrrno desembecJ arrant than aorager f r:groep proposal nerds pant further agree; v ['Tiber,/ nNocatonorieat ttpn ro er .isle makrnq(else submitting fnispmp that it pallamie si lUde Sospe 'ion ire Urea statements tree.v nq stolen propaM Certification Raga eo .Lower eer C n maligrotity a 'niwtary Elea r e her t ,1:enaaronn.- 555N eh Ate eni �iras Foyer Ilk-mdfors atrerwisedpral tale or pf vi T'au mini Ire hoer near tea t uisani cal her tea by a s mental en:t o nsedernl praT or 1125.000 Vpns f< der rw.. f t a a.rs es eedmy lanai a t nilssb Many a the an n anumarated tin m S25 udl rtueshnla uarayrapn lair L)of balk rartmcatpn.and re A participant in a covered transaction mar rely upon a W r lave not within a three,-year perrod or-widow:a this cc r ation afa prospect op pattapa t ria lower ter Itoac ad app: rt a t m T;ai had _or more public Hansa'default t Pauact-n that's l f debar%p suspended led r'.ar bra sor ;taJrra rats.are--Idemnnated For arise nr'derawt ml nr kaed fe..overeftra cnbpna't Fn 'hat Iear certrensu t i A pa nopante h here ate eats in thepadicipent moronble to nerdy tp nF .iioforester tthaLitepnn rti.,ate ant tavered any the;lhae masts ultra tici satin tit la pposai 1vP tiara ell eMhe., i -ell elble=red participate Ina:;e rsd pea ,ant shall atlacY planation the mnPnsal th se, tone. Toe f the etprosp f its panopak as well as m nrtM1 of any ot in. ,reruir d prospect r'aroe Sxss to 2 Instructions for Gertlfketlon-tower Tier Participants c parr pant mak buts trettwredt harp the Ezr tar; a'd List nystei ebsite vh'll l5 iAoti eL eels; 3 tr puri:tiase tapprod lrther n inil:.l av[he C� i Sere car-r l I s re, Iowa tar canon,. ,mCp poor F I Ir e anpmval or vsinattmateir tiTrost 525 par it'spire 2 c.FR Pare, 10n and t 'bathing nontained in the Firewood shat he-der tc re to 1d9r re,lul stablrshm tit of a 'es em of Tied,in rder to reseed indosetfarm theie1t enures the rlause T a E.Agning and the mitts this ll { ar :he prnspact,e knowledge and iafomatt rnoi pais:ipa t u not retdentd to Lye r spr:Ivdagcartiratin at let pelmr ev othat.which Iallvdos Ted apnrdeiTeoctn r in the rartroars^nu t husineas dealings Li, ➢.e ertfirratIOrl in this oiause is a material repreaertation of fact oar,whirr reliance was placind AIPPra this transaction Ecep'flu transactions authonzoo tinier paragraph e of lowr.L a into If it later determine)that The prosy ectire those tactnps f a p artlgpant In a':a d transact on er Per parts:i pant v .v.nq.grander 13 e ntar. nt ' covered Varoacton with cedt n addition to other'emerles a',liable or the maissusp lehar-ea ,e yh'- pr eetuntarle Fedetalh .e. treat the deparb,tent r at-to:v vath mtruh 0eti stied from.part Tato alas transPenal ado Urn to other ereed,es ar atiable the led-,al pernniert the Page 10 of 12 department or agency pith mhirn Sirs Varsacton hngurateb may pursue available reryetfes.-noncludetu tuseansron and or debarment Certification Regarding Debarment.Suspension. Ineligibility and Voluntary Exclusion--Lower Tier Participants: 1 The pl'osp ecrvC lower terpart:rlpan!c>rMfles by submission sf ties proposal that',eitherit nor,is pl'^'I pals y presently Wbarred suspended.proposer,for leharclerr declared meligibie 'r '_M ntarty excluded frtfor part,prang n covered ahsarvgn I.any Federal deparrnient or agen<s 2 VVhere the prospaarve lover tier pad'apant oa d table to certav to any of the tae entsm the nir:aWn such prosnert ve participant shall attact an expianat,nr tp tie-, proposal Xl CERTIFICATION REGARDING USE OF CONTRACT FUNDS FOR LOBBYING This pnlmslon'9 applicable to all federal-aid;onstruterm contracts and to all related subcontracts which ev-eed SIoo 00C 149 Cse 201 'I. The prospe ctve par rartoa nt certifies by signing and submitting the,Pal proposal to the best afh,a or her knowledge and oeliet that a No Tederai appropnated funds nave been paid or w"I be paid oy'irgn yehalf of the undersigned to any person for influencing Ior attenrptmg to influence art officer or emplovea 01 any Fetters:agency e Member o1 Congress.an officer or employee of Congress or employee of a%temperof Congress In connection with the awarding of any F aderai contract he macing of any Federal grant the making of any; Federal loan the ertenng into ill ant coaperatve agreement and the extension conanuetmn renewal ate erniment.or modrticaoon of any Federal contrat t.grant.loan or cooperate agreement b If any funds other than Fedeeli apprnpna ted funds have been pare'.or VIII be paid to any person for'.ntlu err or attempirnc to-nfluence an officer or employee of any Federal agency.a Member of Congress an offcer or ern plevee of Congress or mpinyee of a Member of Congress in on nectron with ors Federal contract grant loan or cooperalvre agreement he unrlersigr"ed:had rems-Jere and suornit Standard Farm-LLL "Disclosure n'e to Feporl Lobbying.io accordance with is mstructiinnls 2 This certitcation is a material reovesentat to at fast abort which reliance was pieced when this ifansa coon was made or entered into tubm5sien of this Certificaton 5 a prerequisite k y ring fit this transaction creed h'.3r for r cote 'raB uSC 55O2 Any person who rats to tie the reau Ness certification shall he subject to anvil pandits of not less tar SIC:300 and not nor than 41 ID gen for each such(afore The prospective partic,pant also agrees h ,:twitting its p,d r proposal'hat the{ rtopant;half lea that the anguage of this cert,Tica tine he included in all letter tier sufa ontra,-ts.„tacit h of 1`1 I(Pet and Thal all earn recipients shall.entity and disclose arcordmgl, Page 11 of 12 ATTACHMENT A-EMPLOYMENT AND MATERIALS n fc :nntrar.ter snail nrlucre the provisions o'Sertlnns1 PREFERENCE FOR APPALACHIAN DEVELOPMENT t ugn J of this Attachment A in subrontra, far wort. HIGHWAY SYSTEM OR APPALACHIAN LOCAL ACCESS which s or reasunabry Tr a.Pe done as or see worn ROAD CONTRACTS rain e .on is ah,Ia nbiato all Federal ar pr mcto footle:. Jnder the Appalarn.an Fffry..nal Dev pt ent Art Of 1965 Du and the Ire rfaan anre of This contract the rontrartor undertak'nq to do work which s or raasnnablc may he dere as orsite work snarl go.prefereffern lualted:et-..s vfin regular,mesida in the a as lesignated by The 00. a'herein the contract Ana. oituatad 1 a sueregion r the Ap[ larhian nuntie f h a State ortwaron the ontract;irk rq sltuatea except a '>the exten it,it a,alien eery egularl,Iesiw`gin the area are not available h For the reasonable needs of the contra.tor to e+gpInc ;ffiperv.sotr ors pep i ll oanorencoht norannonl w assan ass can attic rrrlta :if the contract'fork Fer toe Obligation of the contraotnr b offer emplevntent to present Or former=mph-he..e as fee res It rf e;awful eollecnve bargaining contract provrderl that the number of moored dent parsons employed under this subparagraph I i e I shall not exceed Si)dement of rho Iota:number if on.do sees a epioye.t fly the contractor on the Contract work except as brooded In suhparagraph I41 below 2. 'ha rnnbaCbr shall place a fob order with the State Em plognentSericenowating rat the lassfrati nny of the labor rs ore,h a, ,trpr ernp ogees rgqff red to nerfomr the contract vmrk lb r'ha number of arnpinyeesrecarrert in each classification let the date on Add.h the paricipant eabnate.sJ m e*nry0,ees"II •a eft Mad and uit ally other EmpService t rrooftnaete requiredode the State e mob ord r t Service it c the a the lob vmert e r 'hp lob rind o too pe placed ne the meState I e source of hServme in wrung`he by telephone s during the cherse ntrg,te r rntra,the nFinv.nrh the F a ubsthon submitted b1 the pantr'pan m ha r"mots lob order subate Sir loquentd the pafiopent span pntttryrtly npnM the State Smplovment Per vice 'he contractor shad give full con sidterati on to all-tualltled rob applicants raterrod to him es the State Employment Sermre she^ontractnr is not required to grant emproyment to env loh applicants who ownlan are mt'ivalit,ed to pertnrre the maesrfk anon of rarely ragcned 4 lf thin one meek fohovong the Oaring Na eh trterov the contra_tnr with the State Employment Service the State Employment Sereire is urchin to refer any guattert mob applicants In the contracor or less man the number requasled the State Em plo sal ent Service 5551110iwar:I a ceri amts the rntra.tor Fulaetrrtl a eailabrlitvpl &Th.ants Su.n!:elf Tate soap benacle apart of the contractors permanent project re.outs iJpon receipt of this cedrfsate the cuottact 33.or tpl,13 J r ll .Nhn rfil not nom al rerglfinThe t t Gyro vrd by the serfr ate.netwthatall O te�pnw;lone f, hparagraph-b::l above The provision.rf 2'r OFF 6.:1.P 2. 7,elalkrv;the contract,- agency to provide a contractual preference fa the use mineral re niirce matenas native tom„Appalachian region Page 12 of 12 36. EXHIBIT J —FEDERAL REQUIREMENTS Federal laws and regulations that may be applicable to the Work include: A. Uniform Administrative Requirements for Agreements and Cooperative Agreements to State and Local Governments (Common Rule) The "Uniform Administrative Requirements for Agreements and Cooperative Agreements to State and Local Governments (Common Rule), at 49 Code of Federal Regulations, Part 18, except to the extent that other applicable federal requirements (including the provisions of 23 CFR Parts 172 or 633 or 635) are more specific than provisions of Part 18 and therefore supersede such Part 18 provisions. The requirements of 49 CFR 18 include, without limitation: the Local Agency/Contractor shall follow applicable procurement procedures, as required by section 18.36(d); the Local Agency/Contractor shall request and obtain prior CDOT approval of changes to any subcontracts in the manner, and to the extent required by, applicable provisions of section 18.30; the Local Agency/Contractor shall comply with section 18.37 concerning any sub-Agreements; to expedite any CDOT approval, the Local Agency/Contractor's attorney, or other authorized representative, shall also submit a letter to CDOT certifying Local Agency/Contractor compliance with section 18.30 change order procedures, and with 18.36(d) procurement procedures, and with 18.37 sub-Agreement procedures, as applicable; the Local Agency/Contractor shall incorporate the specific contract provisions described in 18.36(i) (which are also deemed incorporated herein) into any subcontract(s) for such services as terms and conditions of those subcontracts. B. 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). C. 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). D. 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). E. 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). F. 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). G. 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). H. OMB Circulars Page 1 of 3 Office of Management and Budget Circulars A-87, A-21 or A-122, and A-102 or A-110, whichever is applicable. I. 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. J. 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. K. 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. L. 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). M. Drug-Free Workplace Act The Drug-Free Workplace Act (Public Law 100-690 Title V, subtitle D, 41 USC 701 et seq.). N. 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. O. 23 C.F.R. Part 172 23 C.F.R. Part 172, concerning "Administration of Engineering and Design Related Contracts". P. 23 C.F.R Part 633 23 C.F.R Part 633, concerning "Required Contract Provisions for Federal-Aid Construction Contracts". Q. 23 C.F.R. Part 635 23 C.F.R. Part 635, concerning "Construction and Maintenance Provisions". R. 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. S. 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 Page 2 of 3 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. T. Incorporation of Provisions §22 The Contractor will include the provisions of paragraphs A through F 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. Page 3 of 3 37. EXHIBIT K-SUPPLEMENTAL FEDERAL PROVISIONS State of Colorado Supplemental Provisions for Federally Funded Contracts, Grants, and Purchase Orders Subject to The Federal Funding Accountability and Transparency Act of 2006 (FFATA), As Amended Revised as of 3-20-13 The contract, grant, or purchase order to which these Supplemental Provisions are attached has been funded. in whole or in part, with an Award of Federal funds. In the event of a conflict between the provisions of these Supplemental Provisions, the Special Provisions, the contract or any attachments or exhibits incorporated into and made a part of the contract, the provisions of these Supplemental Provisions shall control. 1. Definitions. For the purposes of these Supplemental Provisions, the following terms shall have the meanings ascribed to them below. 1.1. "Award" means an award of Federal financial assistance that a non-Federal Entity receives or administers in the form of: 1.1.1. Grants; 1.1.2. Contracts; 1.1.3. Cooperative agreements, which do not include cooperative research and development agreements (CRDA) pursuant to the Federal Technology Transfer Act of 1986, as amended (15 U.S.C. 3710); 1.1.4. Loans; 1.1.5. Loan Guarantees; 1.1.6. Subsidies; 1.1.7. Insurance; 1.1.8. Food commodities; 1.1.9. Direct appropriations; 1.1.10. Assessed and voluntary contributions; and 1.1.11. Other financial assistance transactions that authorize the expenditure of Federal funds by non-Federal Entities. Award does not include: 1.1.12. Technical assistance, which provides services in lieu of money; 1.1.13. A transfer of title to Federally-owned property provided in lieu of money; even if the award is called a grant; 1.1.14. Any award classified for security purposes; or 1.1.15. Any award funded in whole or in part with Recovery funds, as defined in section 1512 of the American Recovery and Reinvestment Act (ARRA) of 2009 (Public Law 111-5). 1.2. "Contract" means the contract to which these Supplemental Provisions are attached and includes all Award types in §1.1.1 through 1.1.11 above. 1.3. "Contractor" means the party or parties to a Contract funded, in whole or in part, with Federal financial assistance, other than the Prime Recipient, and includes grantees, subgrantees, Subrecipients, and borrowers. For purposes of Transparency Act reporting, Contractor does not include Vendors. 1.4. "Data Universal Numbering System (DUNS) Number" means the nine-digit number established and assigned by Dun and Bradstreet, Inc. to uniquely identify a business entity. Dun and Bradstreet's website may be found at: http://fedgov.dnb.com/webform. 1.5. "Entity" means all of the following as defined at 2 CFR part 25, subpart C; 1.5.1. A governmental organization, which is a State, local government, or Indian Tribe; 1.5.2. A foreign public entity; 1.5.3. A domestic or foreign non-profit organization, 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 subrecipients System for Award Management (SAM) profile, if applicable. 1.13. "Supplemental Provisions" means these Supplemental Provisions for Federally Funded Contracts, Grants, and Purchase Orders subject to the Federal Funding Accountability and Transparency Act of 2006, As Amended, as may be revised pursuant to ongoing guidance from the relevant Federal or State of Colorado agency or institution of higher education. 1.14. "System for Award Management(SAM)" means the Federal repository into which an Entity must enter the information required under the Transparency Act, which may be found at http://www.sam.qov. 1.15. "Total Compensation" means the cash and noncash dollar value earned by an Executive during the Prime Recipient's or Subrecipient's preceding fiscal year and includes the following: 1.15.1. Salary and bonus; 1.15.2. Awards of stock, stock options, and stock appreciation rights, using the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2005) (FAS 123R), Shared Based Payments; 1.15.3. Earnings for services under non-equity incentive plans, not including group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of Executives and are available generally to all salaried employees, 1.15.4. Change in present value of defined benefit and actuarial pension plans; 1.15.5. Above-market earnings on deferred compensation which is not tax-qualified; 1.15.6. Other compensation, if the aggregate value of all such other compensation (e.g. severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the Executive exceeds$10,000. 1.16. "Transparency Act" means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109-282), as amended by§6202 of Public Law 110-252. The Transparency Act also is referred to as FFATA. 1.17 "Vendor" means a dealer, distributor, merchant or other seller providing property or services required for a project or program funded by an Award. A Vendor is not a Prime Recipient or a Subrecipient and 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.qov/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. 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. Page 4 of 4 Hello