HomeMy WebLinkAbout20141898.tiff RESOLUTION
RE: APPROVE REPLACEMENT AGREEMENT FOR EXTRAORDINARY MAINTENANCE
AND EXTRAORDINARY SNOW REMOVAL 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 a Replacement Agreement for
Extraordinary Maintenance and Extraordinary Snow Removal 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 Replacement Agreement for Extraordinary Maintenance and
Extraordinary Snow Removal 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 23rd day of June, A.D., 2014.
BOARD OF COUNTY COMMISSIONERS
WELD àliSrnaChaft
COUNTY, COLORADO
ATTEST: L1 Cd . ../ L Weld CounttyyClerk to theeBoard 1Jzt---
arbara Kirkmeyer, Pro-Tem /
BY:
Dep t 4 Clerk to the Board E
c)) an P. Conway
APP' D ,./ . tRM: f iw t'; '3 . o
Freeman
r ty A torney � �' XCUSED
1 _ William F. Garcia
Date of signature: 7-8-/1
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EG0070
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MEMORANDUM
IIID C. TO: Rafaela Martinez, Clerk to the Board DATE: July 31, 2014
COLORADO FROM: Francie Collins, Public Works
SUBJECT: Item for Recording
Doc #: 2014-1898
Enclosed is one signed, original IGA with Colorado Department of Transportation, for the
Defense Access Road Maintenance.
This item replaces the Weld County's Agreement and Resolution of Doc #2013-3514. This is the
signed agreement for County records
M:\FrancieNAGENDA memos\ItemForRecording.docx
+� 1861
MEMORANDUM
vv _ r �
-.. G O U N=-2_ TO: Clerk to the Board DATE: June 18, 2014
FROM: Jay McDonald, Director of Public Works
SUBJECT: BOCC Agenda
This IGA replaces Doc #2013-3514-CDOT never signed our agreement on file, but replaced it
with their own IGA.
Attached are three original IGA for Extraordinary Maintenance and Extraordinary Snow
Removal with State of Colorado.
Please submit to Chair for signature and return all three signed originals to Public Works. We
will submit to the State for signatures.
Contact at State of Colorado:
Randy Perkins
CDOT Center for Procurement Services
4201 East Arkansas Avenue, Suite 200
Denver, CO 80222
(303)757-9291
M.\Francie\AGENDA memos\Agenda-JayMcccnald.dccx
2014-1898
BOARD OF COUNTY COMMISSIONERS
PASS-AROUND REVIEW/WORK SESSION REQUEST
RE: IGA for Extraordinary Maintenance and Extraordinary Snow Removal
DEPARTMENT: Public Works DATE: 6/11/14
PERSON REQUESTING: L Jay McDonald
Brief description of the problem/issue: Weld County regularly enters into agreements with Colorado
Department of Transportation, Federal Highway Administration and United States Air Force for snow
removal on Air Force roads primarily in Northeast Weld County that is over and above normal snow
removal operations. A copy of the most recent executed agreement approved and signed by the board on
December 23, 2013 for the time period beginning January 1, 2014 and ending December 31, 2018 is
attached. CDOT has since sent us a new agreement (attached). The scope of work in the new agreement
is essentially the same as the scope of work in the old agreement. The major change is that 47 pages of
additional language, mostly standard boiler plate, has been added to the document. I forwarded the new
agreement to Bruce Barker for review and I reviewed both as well.
What options exist for the Board?
1. Approve the new agreement.
2. Do not approve the new agreement.
Recommendation: Public Works Department recommends approval of the new agreement for
Extraordinary Maintenance and Extraordinary Snow Removal. I did not see anything in the new
agreement that conflicted with the old agreement or with any of our existing policies or procedures.
Approve Schedule
Reco' mendation Work Session Other/Comments:
Douglas Rademacher,Chair
Barbara Kirkmeyer, Pro-Tem
Sean P. Conway
Mike Freeman rn(2
William F. Garcia µ'/'
M:V Administration\Forms\WorkSession-passaround.doc
A COOT COLORADO
CO i Department of Transportation
Center for Procure.rc_tard Contract Services
4201 E. Arkansas Ave., Ste. 262
Denver, CO 80222
303.757.9163
July 29, 2014
Curtis Hall
Weld County
P.O. Box 758
Greeley, Colorado 80632
RE: Executed Intergovernmental Agreement
Defense Access Road Maintenance
Enclosed please find an executed original copy of the above referenced agreement
between Weld County and CDOT.
Please coordinate with the CDOT Project Manager (Long Nguyen) before starting
any work under this agreement.
Please call me at (303) 757-9291 if I can be of further assistance.
Randy er ins
Contracting Officer
Enclosure
s
V
u
(FMLAWRK) Rev.7/8/ 9
Project: Defense Access Roads Mtce(STM C030-058(19967)) Routing#: 14 HA4 6/952
Region:04 (rp) SAP ID#: 471060432
STATE OF COLORADO
Department of Transportation
Agreement
with
Weld County
TABLE OF CONTENTS
1. PARTIES 2
2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY 2
3. RECITALS 2
4. DEFINITIONS 2
5. TERM AND EARLY TERMINATION 3
6. SCOPE OF WORK 3
7. OPTION LETTER MODIFICATION 7
8. PAYMENTS 7
9. ACCOUNTING 9
10. REPORTING-NOTIFICATION 10
11. LOCAL AGENCY RECORDS 10
12. CONFIDENTIAL INFORMATION-STATE RECORDS 11
13. CONFLICT OF INTEREST 11
14. REPRESENTATIONS AND WARRANTIES 12
15. INSURANCE 12
16. DEFAULT-BREACH 13
17. REMEDIES 14
18. NOTICES and REPRESENTATIVES 15
19. RIGHTS IN DATA,DOCUMENTS,AND COMPUTER SOFTWARE 16
20. GOVERNMENTAL IMMUNITY 16
21. STATEWIDE CONTRACT MANAGEMENT SYSTEM 16
22. FEDERAL REQUIREMENTS 16
23. DISADVANTAGED BUSINESS ENTERPRISE(DBE) 17
24. DISPUTES 17
25. GENERAL PROVISIONS 17
26. COLORADO SPECIAL PROVISIONS 20
27. SIGNATURE PAGE 22
IF
28. EXHIBIT A-SCOPE OF WORK
29. EXHIBIT B-LOCAL AGENCY RESOLUTION
30. EXHIBIT C-FUNDING PROVISIONS
31. EXHIBIT D-OPTION LETTER
32. EXHIBIT E-LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST
33. EXHIBIT F-CERTIFICATION FOR FEDERAL-AID CONTRACTS
34. EXHIBIT G-DISADVANTAGED BUSINESS ENTERPRISE
35. EXHIBIT H-LOCAL AGENCY PROCEDURES FOR CONSULTANT SERVICES
36. EXHIBIT I-FEDERAL-AID CONTRACT
37. EXHIBIT J-FEDERAL REQUIREMENTS
38. EXHIBIT K-SUPPLEMENTAL FEDERAL PROVISIONS
1. PARTIES
THIS AGREEMENT is entered into by and between Weld County(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 NONLIABILITY
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 1, Subtitle A,Section 1108 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 §§29-1-203,
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 FHWA.
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.
Page 2 of 4
D. Consultant and Contractor
"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.
E 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 exhibit(s) are attached hereto and incorporated by reference herein: Exhibit A (Scope of
Work), Exhibit B (Resolution), Exhibit C (Funding Provisions), Exhibit D (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 CDOT and the Federal
Highway Administration("FHWA")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 Parties' 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 be
employees of the State for any purpose.
D. State and Local Agency Commitments
i. Design
Page 3 of 4
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:
a) Perform or provide the Plans to the extent required by the nature of the Work.
b) Prepare final design in accordance with the requirements of the latest edition of the American
Association of State Highway Transportation Officials(AASHTO)manual or other standard, such
as the Uniform Building Code, as approved by the State.
c) Prepare provisions and estimates in accordance with the most current version of the State's
Roadway and Bridge Design Manuals and Standard Specifications for Road and Bridge
Construction or Local Agency specifications if approved by the State.
d) Include details of any required detours in the Plans in order to prevent any interference of the
construction Work and to protect the traveling public.
e) Stamp the Plans 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) Make no further changes in the Plans following the award of the construction contract to
contractor unless agreed to in writing by the Parties. The Plans shall be considered final when
approved in writing by CDOT and when final they 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 FHWA requirements.
c) 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 FHWA and that they are in writing. Immediately after the Consultant contract
has been awarded,one copy of the executed Consultant contract and any amendments shall be
submitted to the State.
(3) Local Agency shall require that all billings under the Consultant contract comply with the
State's standardized billing format. Examples of the billing formats are available from the
CDOT Agreements Office.
(4) Local Agency(and any Consultant)shall comply with 23 C.F.R. 172.5(6) and(d)and use the
CDOT procedures described in Exhibit H to administer the Consultant contract.
(5) Local Agency may expedite any 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 H and 23 C.F.R.
172.5(b)and(d).
(6) Local Agency shall ensure that the Consultant contract complies with the requirements of 49
CFR 18.360)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.
Page 4 of 4
(b) Upon advertisement of the project work for construction, the consultant shall make
available services as requested by the State to assist the State in the evaluation of
construction and the resolution of construction problems that may arise during the
construction of the project.
(c) The consultant shall review the Construction Contractor's shop drawings for
conformance with the contract documents and compliance with the provisions of the
State's publication, Standard Specifications for Road and Bridge Construction, in
connection with this work.
(d) The State, in its sole discretion, may review construction plans, special provisions and
estimates and may require 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 FHWA/CDOT
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:
(1) Appointing a qualified professional engineer, licensed in the State of Colorado, as the Local
Agency Project Engineer (LAPE), to perform engineering administration. The LAPE shall
administer the Work in accordance with this Agreement, the requirements of the construction
contract and applicable State procedures.
(2) For the construction of the Work,advertising the call for bids upon approval by the State and
awarding the construction contract(s)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 U.S.C. §112 and 23 C.F.R.Parts 633 and 635
and C.R.S. § 24-92-101 et seq. Those requirements include, without limitation, that 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 are 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 be 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.R.F. 635.204(c). Such agreed unit prices shall constitute a commitment as to
the value of the Work to be performed.
Page 5 of 4
(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.
(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.
(d) All Work being paid under force account shall have prior approval of the State and/or
FHWA 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 FHWA 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
24),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:
(1) Right of way acquisition(3111)for federal participation and non-participation;
(2) Relocation activities, if applicable(3109);
(3) Right of way incidentals, if applicable (expenses incidental to acquisition/relocation of right of
way—3114).
G. 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 13,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 of a grade crossing.
0 Establish future repair and/or replacement responsibilities in the event of accidental destruction or
damage to the installation.
Page 6 of 4
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.
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 FHWA,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 FHWA 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, Utilities, 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-1 (subsequent exhibits to Exhibit C-1 shall be 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, Utilities, 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-1 (subsequent exhibits to Exhibit C-1 shall be 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-1 (subsequent exhibits to Exhibit C-1 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. PAYMENTS
Page 7 of 4
The State shall,in accordance with the provisions of this§8,pay the Local 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
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.
B. 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
The 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.
D. 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
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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
The 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. 18.22 shall govern the State's obligation to reimburse all costs incurred by the Local Agency and
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 FHWA 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. ACCOUNTING
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.
D. 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
CDOT 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
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payment within 60 days, at CDOT'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.
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
CDOT.
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.
11. 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
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The 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
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 §12 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. The
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
The 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.
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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.
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 15 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.
15. 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 Govemmental Immunity
Act, CRS §24-10-10I, et seq., as amended (the "GIA"), 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 GIA. 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
If the 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 §15(B)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:
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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)$1,000,000 products
and completed operations aggregate; and (d) $50,000 any one fire. If any aggregate limit is reduced
below $1,000,000 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,CG 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§15.
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 §17. 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.
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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 §17 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.
A. 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
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.
B. 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.
C. 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.
D. 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.
E. 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 §18, specifying the
effective date of the termination and whether it affects all or a portion of this Agreement.
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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 §17(A)(i).
iii. Payments
If this Agreement is terminated by the State pursuant to this §17(B),the Local Agency shall be 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
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.
F. 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.
18. 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:
CDOT Region:04 Weld County
Long Nguyen Curtis Hall
Project Manager Project Manager
1420 2nd Street P.O. Box 758
Page 15 of4
Greeley,CO 80631 Greeley,CO 80632
(970)350-2I26 (970)304-6495
19. RIGHTS IN DATA,DOCUMENTS,AND COMPUTER SOFTWARE
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
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$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 §24-102-205, §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 agreement/contract 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 be 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 §§24-109-106, 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
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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.
24. DISPUTES
Except as otherwise provided in this Agreement, any dispute concerning a question of fact arising under this
Agreement which is not disposed of by agreement shall be decided by the Chief Engineer of the Department of
Transportation. The decision of the Chief Engineer will be final and conclusive unless, within 30 calendar days
after the date of receipt of a copy of such written decision,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
Page 17 of 4
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.
G. 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.
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,
H. 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 for 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.
M. 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 §§39-26-101 and 201 et seq. Such exemptions
Page 18 of 4
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.
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Page 19of4
26. COLORADO SPECIAL PROVISIONS
The Special Provisions apply to all Agreements except where noted in italics.
1. 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.
2. 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.
3. 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 U.S.C. §§1346(b) and 2671 et
seq.,as applicable now or hereafter amended.
4. INDEPENDENT CONTRACTOR.
The 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 The 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 bind 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.
5. 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.
6. CHOICE OF LAW.
Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation,
execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference
which conflicts with said laws, rules, and regulations shall be null and void. Any provision incorporated
herein by reference which purports to negate this or any other Special Provision in whole or in part shall
not be valid or enforceable or available in any action at law, whether by way of complaint, defense, or
otherwise. Any provision rendered null and void by the operation of this provision shall not invalidate the
remainder of this Agreement,to the extent capable of execution.
7. 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.
S. 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 The Local Agency is in violation of
this provision, the State may exercise any remedy available at law or in equity or under this Agreement,
Page 20 of 4
including, without limitation, immediate termination of this Agreement and any remedy consistent with
federal copyright laws or applicable licensing restrictions.
9. EMPLOYEE FINANCIAL INTEREST.CRS§§24-18-201 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.
10. VENDOR OFFSET.CRS§§24-30-202(1)and 24-30-202.4.
[Not 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.
11. PUBLIC CONTRACTS FOR SERVICES.CRS§8-17.5-101.
[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 §8-17.5-102(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 §8-17.5-101 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.
12. PUBLIC CONTRACTS WITH NATURAL PERSONS.CRS§24-76.5-101.
The Local Agency, if a natural person eighteen(18)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 1/1/09
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
Page 21 of 4
27. SIGNATURE PAGE
Agreement Routing Number: 14 HA4 69952
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 John W.Hickenlooper,GOVERNOR
Colorado Department of Transportation
Print: Douglas Rademacher onald E. Hunt,Executive Director
l*
Title: Chair, Board of Weld County ,47
y "Coommi(ssioners By' colt 4iei, at
(7
tag -. 4C Si Signature
Date: 7/ 201q
'Y 44Signature
Date: JUN 2 3 2014
2nd Local Agency Signature if needed LEGAL REVIEW
John W.Suthers,Attorney General
Print:
By: Al
Title: Signature-Assistant Attorney General
*Signature Date:
Date:
ALL AGREEMENTS REQUIRE APPROVAL BY THE STATE CONTROLLER
CRS§24-30-202 requires the State Controller to approve all State Agreements.This Agreement is not valid until signed
and dated below by the State Controller or delegate.The Local Agency 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:
Color o Department of Transportation
Date: 7 ' ' /`7
Page 22 of 4
p0/9— /87
28. EXHIBIT A-SCOPE OF WORK
1. GENERAL
A. "Extraordinary Snow Removal" (ESR) is snow removal over and above that ordinarily
performed by the County for the class of roads involved. ESR allows for snow removal at
facility driveway entrances and defense access roads leading up to the first security
gage of the facility. Snow removal on County roads is normally the responsibility of local
County agencies and under normal circumstances the USAF has the flexibility to
reschedule its activities allowing these agencies to provide snow removal service
according to their regular schedules and priorities. In some instances, the USAF may
need a road open prior to the County's scheduled snow removal and in other instances
the County may not normally plow roads where sites are located if other means of
access is available to local inhabitants.
The ESR program is essential to the National Defense Readiness by providing site
access during equipment and personnel emergencies. The ESR program only applies
for roads not in the State Highway system. During extreme weather, the USAF
personnel will evaluate options available including rescheduling and using special
vehicles prior to requesting ESR.
B. "Extraordinary Maintenance" (EM) is repair work that is over and above the normal
maintenance required to accommodate County traffic when determined to be necessary
and is requested by the USAF, or FHWA on behalf of the USAF. EM will only be utilized
on:
a. Primary Transporter/Erector routes when the following priorities exists:
i. Priority 1
a) Maintenance required to repair equipment essential for safe
operation of the weapon system
b) Maintenance after an incident or malfunction to prevent further
damage to the weapon system, avoid injury to personnel, or
render the weapon system safe
c) To enable security forces to clear and re-secure/guard LFs
displaying both outer and inner z one alarms that will not reset
ii. Priority 2
a) Maintenance required to place LFs or MAFs on alert or return to
alert
b) Maintenance required to retain or return communication system
off-alert or impaired sorties to alert or unimpaired status
c) Maintenance required to retain or return sorties to EWO status.
Reference: Space Command Regulations 1-23-10.
b. Only when an alternate route to the Missile Site (MS) is unavailable.
An authorized agent of the USAF, or the FHWA on behalf of the USAF, will notify the
County to repair the identified DAR defects. As dictated by existing roadway conditions,
County priorities, manpower, availability of resources, statutory limitations, and the
priority of the Air Force emergency, the County will complete the EM work as rapidly as
practicable or notify the USAF otherwise.
Page I of 4
The repairs will be made to the extent needed to permit USAF vehicle access to the MS,
as determined in Priority 1 or 2. EM repairs may include, but are not limited to, damaged
surfaces, soft spots, culvert or bridge shoring, radius enhancements, etc. EM is not
intended, nor will it be used for, major repair construction.
C. "Force Account" means the direct performance of County highway construction work by
the County by use of labor, equipment, materials, and supplies furnished by them and
used under their direct control. Force Account can include work contracted by the
County with private parties as agreed in the SOW. The County shall comply with Title VI
of the Civil Rights Act of 1964, as amended by 49 CFR 21.
D. "Annual Reimbursement for Setup Fixed Costs" - Setup Fixed Costs are costs the
County incurs for equipment setup and mobilization and routine snow removal from
County roads and missile site access roads. This is independent of activities reimbursed
under the provisions set forth in paragraph "2D" below.
2. TERMS OF SCOPE
A. When EM/ESR on a DAR is necessary, an authorized agent of the USAF will formally
request the service usually during normal working hours. However, weekend, evening,
and late night requests may sometimes be necessary.
For such situations, the County and CDOT will provide a central dispatch numbers and /
or points of contact for after-hours calls. Should an after-hours call be received, the
County or CDOT may elect to perform the requested EM/ESR during non-duty hours.
The overtime expense for non-duty hours incurred by the County or CDOT shall be
acknowledged by the USAF as necessary to the performance of the immediate need for
the success of the mission.
The USAF will furnish a list of authorized agents annually to the County and CDOT. The
USAF will notify the County and CDOT of any changes to the list of authorized agents.
The County and CDOT will also be supplied with telephone numbers for the Air Force
Base Administration and the representative FHWA. See attachment "A."
B. The County and CDOT will respond to all ESR requests by scheduling snow removal
operations within twenty-four hours, with the intent of performing the snow removal
within 24 hours after notification. Recognition by the parties to this agreement,
limitations due to weather conditions, County and state priorities, manpower, equipment
availability, resources, and priority level of the Air Force Emergency, the County and
CDOT will respond in a timely manner and clear the designated defense access roads
(or notify the USAF otherwise.) As soon as possible after the DAR has been cleared,
the County or CDOT will notify the USAF snow desk by telephone at 307-773-2049 or
307-773-3948.
C. A request for EM services issued by the authorized agent of the USAF shall include a
"scope of work" (SOW), a written description of the repair to be accomplished and a
dollar limit "not to exceed". Both parties ack nowledging the level of effort necessary to
fulfill the request prior to mobilization shall pen initials on the SOW. The parties can
readily make amendments to the SOW upon agreement. The County and CDOT will
record all necessary information and track services performed to accomplish the SOW
Page 2 of 4
as a 'force account' effort. The term force account shall mean the direct performance of
county highway construction work by the County or CDOT by use of labor, equipment,
materials, and supplies furnished by them and used under their direct control. Force
account can include work contracted by the County or CDOT with private parties as
agreed in the SOW. The County and CDOT shall comply with Title VI of the Civil Rights
Act of 1964, as amended by 49 CFR 21.
D. In the event of an emergency requiring a missile movement and it becomes necessary to
initiate the movement before the County or CDOT can respond to the Air Force's request
for snow removal, by virtue of this agreement, the Air Force shall be authorized to
provide its own equipment and manpower to plow defense access roads and provide
sander escort as needed for the success of the mission. Air Force shall notify the
County or CDOT in advance that they will be plowing a county road or state highway so
that it is known that there is a convoy on the road in a storm. Closed roads are of
particular concern and prior contact is mandatory to ascertain if road is passable.
E. For ESR and EM done by the County or CDOT at the request of the USAF or FHWA on
behalf of the USAF, the County or CDOT will be reimbursed for the force account bill
and associated documentation. Documentation shall include justification of rates, all
costs including, but not limited to, labor(including equipm ent operator), supervision,
equipment, material and delivery, labor additives, overhead, depreciation, fuel,
subcontracts, rentals, operation & maintenance, and insurance.
For verification of completed work, the County shall submit a copy of the EM SOW, any
amendments, force account bill, and supporting documentation to:
(i) FHWA; and
(ii) Mr. Russ Lincoln, USAF Missile Engineering Flight, 300 Missile Drive, Suite
800, Building 240, F.E. Warren Air Force Base, Wyoming, 82005.
Within 20 working days, CDOT and FHWA will review and determine if the billing
documentation is acceptable for further payment processing or CDOT will notify the
County in writing of the deficiencies necessary to complete the bill and resubmit for
acceptance.
F. ANNUAL REIMBURSEMENT FOR SETUP FIXED COSTS. This agreement recognizes
fixed costs incurred by the County for equipment setup and mobilization independent of
activities reimbursed under the provisions set forth in paragraph "2D". The County may
request reimbursement for the amount identified in the provision below. The agreed
amount below was negotiated based on historical data. The base year is established for
Federal FY 2014 and the respective historical payment amount.
FY 2014 Basis—Weld County - $29,692.16 (based on previous agreement back to
2009)
For the term of this agreement, the County will be reimbursed at the rate of the base
year amount increased by simple interest rate at 3.50% per y ear. The table below shall
be the amount reimbursed upon receipt of the proper billing documentation.
Page 3 of 4
Weld
Conn
FY 2014 $29,692.16
FY 2015 $30,731.38
FY 2016 $31,806.98
FY 2017 $32,920.22
FY 2018 $34,072.43
Total $159,223.17
G. COMPLIANCE WITH ANTI-DEFICIENCY ACT. Any requirement for the payment or
obligation of funds by the FHWA pursuant to this Agreement shall be subject to the
availability of appropriated funds and the inclusion of such funds into the Department of
the Air Force's annual "program work plan". No provision herein shall be interpr eted to
require any obligation or payment of funds in violation of the Anti-Deficiency Act 31
U.S.C. § 1341. In cases where payment or obligation of funds would constitute a
violation of the Anti-Deficiency Act, the dates established requiring the payment or
obligation of such funds by the FHWA shall be appropriately adjusted. It is the
expectation of the parties to this Agreement that all obligations of the FHWA arising
under this Agreement will be fully funded. The FHWA agrees to seek sufficient funding
through the United States Department of Defense budgetary process to fulfill its
obligation under this Agreement.
H. OUTSIDE EQUIPMENT RENTAL. When considered necessary, the County may rent
equipment from outside parties to perform the work provided for herein, with advance
approval from FHWA. The County will be reimbursed on the basis of their actual cost for
the operation and rental of this equipment. Including expenses incurred in obtaining the
equipment and stand-by charges. To be reimbursed, the County will need to submit
detailed records of the rental agreements, billings, man-hours, and expenses in
obtaining and utilizing the equipment. The County will be reimbursed on the basis of
their actual cost for the operation and rental of this equipment including expenses
incurred in obtaining the equipment and stand-by charges. The County shall not enter
into any contracts for any work contemplated under this agreement without prior written
authorization of the FHWA.
I. Detailed records of the costs associated with ESR and EM claims shall be retained on
file by the County for a minimum of three years after the date of final payment for each
contract period. The records shall be made available for review or audit by the CDOT or
FHWA upon request. The records shall include the name and number of hours worked
for each worker and whether it was straight time or overtime and the quantity and cost of
all materials used, including the basis of cost of the materials.
Page 4 of 4
29. EXHIBIT B-LOCAL AGENCY RESOLUTION
LOCAL AGENCY
ORDINANCE
or
RESOLUTION
Page I of 1
30. EXHIBIT C -FUNDING PROVISIONS
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 $159,223.17
(100% of Participating Costs)
b. Local Agency Matching Funds $0.00
(0% of Participating Costs)
TOTAL BUDGETED FUNDS $159,223.17
2 ESTIMATED CDOT-INCURRED COSTS
a. Federal Share $0.00
(0% of Participating Costs)
b. Local Agency
Local Agency Share of Participating Costs $0.00
Non-Participating Costs (Including Non-
Participating Indirects) $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) $159,223.17
b. Less Estimated Federal Share of CDOT-Incurred Costs (2a) $0.00
TOTAL ESTIMATED PAYMENT TO LOCAL AGENCY $159,223.17
FOR CDOT ENCUMBRANCE PURPOSES
Total Encumbrance Amount $159,223.17
Less ROW Acquisition 3111 and/or ROW Relocation 3109 $0.00
Net to be encum bered as follows:
$159,223.17
NOTE: Only$29,692.16 is currently encumbere, and subsequent
funding will become available with each fiscal year as sho wn in
Exhibit A, 2, F; funds will be encumbered each year using an option
letter(Exhibit D).
WBS Element 19666.10.50 Design 3020 $178,363.86
Page I of2
Matching Funds
The matching ratio for the federal participating funds for this Work is 100% federal-aid funds
o Local Agency funds, it being understood that such ratio applies only to
(CFDA#20.205) to 0/o g y
the $159,223.17.86 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 $159,223.17, and additional federal funds are made available
for the Work, the Local Agency shall pay 0% 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 $159,223.17, then the amounts of Local Agency and federal-aid funds will be
decreased in accordance with the funding ratio described herein. The performance of the Work
shall be at no cost to the State.
Maximum Amount Payable
The maximum amount payable to the Local Agency under this Agreement shall be $178,363.86
(For CDOT accounting purposes, the federal funds of$178,363.86 and the Local Agency
atching funds of$0.00 will be encumbered for a total encumbrance of $178,363.86), unless
such amount is increased by an appropriate written modification to this Agreement executed
before any increased cost is incurred. NOTE: Only$29,692.16 is currently encumbere, and
subsequent funding will become available with ea ch fiscal year as shown in Exhibit A, 2,
F; funds will be encumbered each year using an option letter(Exhibit D). It is understood
and agreed by the parties hereto that the total cost of the Work stated hereinbef ore is the best
estimate available, based on the design data as approved at the tim e 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.
Single Audit Act Amendment
All state and local government and non-profit organizations receiving more than $500,000 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 1 8.26. The
Single Audit Act Amendment requirements applicable to the Local Agency receiving federal
funds are as follows:
i. Expenditure less than $500,000
If the Local Agency expends less than $500,000 in Federal funds (all federal sources, not
just Highway funds) in its fiscal year then this requirem ent does not apply.
ii. Expenditure exceeding $500,000-Highway Funds Only
If the Local Agency expends more than $500,000 in Federal funds, but only received federal
Highway funds (Catalog of Federal Domestic Assistance, CFDA 20.205)then a prog ram
specific audit shall be performed. This audit will examine the "financial" procedures and
processes for this program area.
iii. Expenditure exceeding $500,000-Multiple Funding Sources
If the Local Agency expends more than $500,000 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
31. 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. Option Letter CMS Routing #
Option Letter SAP #
Original Contract CMS # Original Contract SAP #
Vendor name:
SUBJECT:
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 encum brance 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.).
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.).
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 B):
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
Page I oft
made using an formal amendment)..
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—Desi gn, 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 Agreem ent 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
32. EXHIBIT E -LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST
INTENTIONALLY OMITTED
Pagel of l
33. 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.
1. 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.
2. The prospective partici pant 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
q
Page l of l
34. 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
35. 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
•
36. EXHIBIT I-FEDERAL-AID CONTRACT PROVISIONS
Fl{'NA•1273•- Revised May I.2012
REQUIRED CONTRACT PROVISIONS
FEDERAL-AID CONSTRUCTION CONTRACTS
I General 3 A bream of are of the stipulations contained in these
Il Nondnsrnminatrm Required Contract Provisions may be sufficient grounds for
III Nonsegregated Facilities wrthholchne of progress payments.withholding of anal
IV Davis.Bacon and Related Art Provisions payment termination of fine contract.suspension!debarment
V. Cuntract Wa1,Flours and Safety Standards Act or any other action determined to be appropriate by the
Provisions contractleg agency and FIIWA
VI Subletting or Assigning the Contract
Vli Safety'Accident Prevention 4 Selection of Labor.Dunng the performance of tons contract
VIII False Statements Concerning lllghway Projects the contractor shall not use convict labor for any purpose
IX. Implementation of Clean Air Act and Federal Water within the limits of a construction project on a Federal-aid
Pollution Control Act hiyhway unless it is labor performed by convicts who are on
X. Compliance with Govemmneniwide Suspension anal parole.supenvted release.or probation. The term Federal-ala
Debarment Requirements highway does not include roadways furxtionatty classified as
XI Cerlttoatlm Regarding use of Contract Funds for iota roads or rural minor 0ollecters
Lntbyng
ATTACIIMENTS II. NONDISCRIMINATION
A Employment and klaterials Preference for Appalachian The prevrsi;ns of this section related to 23 CFR Part 230 are
Development I aghway System or Appalachian Local Access applicable to all Federal-aid construction contracts ant to all
Road Contracts(included in Appalachian contracts only) related construction subcontracts of Ste 000 or more. The
provisions of 23 CFR Pan 230 are not applicable to'listened
supply eng,neenng or ard:rtectural service contracts.
1. GENERAL
In addition,the contractor and all subcontractors must comply
t Form Fl IWA-1273 must be physically incorporated in each with the following policies'Executive Order 11246.41 CFR 60.
constructioncontract funded under Title 23(exctudrng 29 CFR 1625-1627,Title 23 USC Section 140,the
emergency contracts solely intended for debris removal) The Rehabilitation Act o11973,as amended 129 USC 794) Title VI
contractor(or sit:o ntraeior)must+nser1 the fpm in each of Die Clya Rights Act of 1964 as amended and related
suocortriacl and further require its inclusion in all lower tier regulations inducing 49 CFR Parts 21 26 and 27'and 23 CFR
subcontracts(excluding purchase orders rental agreements farts 200.230.and 633.
and other agreements for supplies nr services).
The contractor and all subcontractors must comply web: the
The app'icable requirements of Fpm dl IWA-1273 are requirements of the Equal Opportunity Clause in 41 CFR 60-
incorporated by reference Er work done under any purchase 1 4(b)and.for all constniCion contracts exceeding 510.300.
order rental agreement or agreement for other services. The the Standard Federal Equal Employment Opportunity
prime contractor shall be responsible for compliance by any Construction Contract Specitfeations in 41 CFR 60-4.3
subcontractor.lower-tier subcontractor or service provider.
Note:The U.S.Department of Labor has exclusive autxrlty to
Finn FHWA-1273 must be included in all Federat•aid design- detomvne compliance with Executive Oriiar 11246 and the
build contracts in all subcontracts and in lower tier policies Of the Secretary of labor including 41 CFR 60 and 29
subcontracts)excluding subcontracts for design services. CFR 1025.1627. The contacting agency and the F IWA have
purchase orders rental agreements and other agreements for M?aUlhrnty and Inc responsibility to ensure compliance w ti
supplies cc aerates) The design-builder shall be responsible late 23 USC Section 140.the Rehabilitation Act of 1973.as
for compliance by any subcontractor,lower-tier subcontractor amended+29 USC 794),and Title VI of the Civil Rights Act of
Y 4en-ice nrowirter 1964 AS amended and related regulations inducting 49 CFR
Pars 21 2r,and 27 and 23 CFR Pails 200 230.and 633.
Crntrat.li g agencies may reference Form F1IWA-1273 in bid
proposal or request for proposal documents,however.the The following provision is adopted from 23 CFR 230.Appendix
Form Fl lWA-1273 must be physically incivpdrnted(not A with appropriate revisions to rrxnforrt to the 1)S.
referenced)in all contracts.subcontracts and lower-tier Department of Labor(US COL)and F 1 IWA requrements.
subcontracts(excluding purchase orders,rented agreements
and other agreements for supplies or serviries related to a 1.Equal Employment Opportunity:Equal employment
construction contract). oop rtunit,(EEO)requirements not to discriminate and to talcs
affirmative action to assure equal Opportunity a5 55110nh
2 Subject to the applicability critena noted In the following under laws.executive orders,rules.regulations(20 CFR 35,
sectinne those contract provisions shall apply to all work 29 CFR 1630.29 CFR 1625-1627.41 CFR 60 and 40 CFR 27)
performed on the contract by the contractors own organization and mein of the Secretary of Labor as modified by the
and with the assistance of workers under tie Uxntractcr'e prowracos proscribed herein.and imposed pursuant to 23
immediate supenntendenee and to all work performed on the U S C 140 shell constitute the EEC)and specific affirmative
contract by piecework.station weds or by subcontract. action standards for the contractors project activities under
Page 1 of 12
•
this contact The provisiors of the Americans with Disabilities 4.Recruitment:',Shen advertising for employees.the
Art of 1900(42 U.S C 12101 et soq)set forth under 28 CFR contractor will include in all advertisements for employees the
35 end 20 CFR 16::0 are incorp rated by reference in this notation.'An Equal Opportindy Employer." All such
contract In the exetuton of this contract the contractor advernsemenes wlil he placed in puhicaMlns having a large
agrees to comply with the following minimum specific circulation among minonaes and women in the area from
requirement actrvteet of EEO' which the nm9AC1 work force would normally be derived
a The contractor roil work with the contracting agency and a Trio contractor will unless precluded by a valid
the Federal Government to ensure that it has made every bargaining agreement,conduct systematic and direct
good faith effort to provide equal opportunity with respect to all recruitment through public and private employee malaria;
of its tame and corklifions et employment and in their review sources bkely to yield qualtied minorities and vronien. To
of activities untferthe contract. meet this requirement tote contrartor eau identify sources of
potential minonty group employees and establish with such
n The contractor will accept as its nperasng pnecv the identified sotsces procedures whereby masonry and women
hollowing statement applicants may be referred to the contractor for employment
cnnsiderancar
"It rs the pohcy of this Company to assure that applicants
are employed and that employees are treated dunng b In the event the contractor nas a valid bargaining
employment.without regard t0 their race.religion.Sex.color. agreement providing fat exCtusive hiring hall referrals.the
national reign age or disability Such action shalt include. contractor is expected to observe the provisions of that
employment.upgrading,demotion.Or transfer,recruitmerit tx agreement to the extent that the system meets the contractor's
recruenent advertising.layoff orternunabon.raters of pay or compliance with EEO Contract provisions Where
other forms of compensation'and selection for tnining implementation of such an agreement has the affect of
including apprenticeship.pre-apprent ceshrp andlnr on-the- disc rnenating against minorities or woolen.or obligates the
yob training" contractor to do the same.such implamdntabon violates
Federal nondisanenabot provisions
2. EEO Officer:The contractor veil designate and make
known to the contracting officers an FEO Officer who will have c The contractor will encourage its present employees to
the responsibility for and must be capable of effectively refer min rtes and women as applicants for employment
adnnrrislerng and promoting an active EEO program and who Intomiabon and procedures with regard to refemng such
roust he assigned adequate euthodty and responsibility to do applicants will be discussed with employees
Si,
5.Personnel Actions:Wages working conditions,and
3. Dissemination of Policy.At mornhcxs of the contractor's employee benefits shall be eataWrshed and administered,and
staff who are authorized to hire.supervise promote.and personnel actions of every type.including hiring upgrading.
discharge employees or who recommend such actor,or who promotion transfer,demotion,layoff.and termination.shall be
are substantially involved in such action will be made fully taken without regard to race.color.religion.sex.national
cognizant of.arid will implement the contractors EEO policy origin.area or drsehiity The following pr cawiree shall be
and contractual responrhniitras to provide Ef_O in each grade followed'
and classification of employment. To ensure that the above
agreement vie be mat,the following actions will be taken as a a. The contractor v ill conduct periodic inspector's of protect
nvnniunr sites to insure that'working conditions and employee fanJnbes
do not indicate discrminatoiy treatment of protect see
a Periodic meetings of supervisor y and personnel office personnel
employees will be conducted before the start of won(and then
not less often trail once every six months at which bare tie b The contractor will periodically evaluate rho spread of
contractor's EEO policy and its implementation will be wages paid within each cleesfftcalon to detemline any
reviewed and explained The meetings will be conducted by evidence of discriminatory wage practices.
the EEO Officer
c The contractor will panodically review selected personnel
b. All new supervisory or personnel office employees will be actions in depth to determine whether there is evidence of
given a frorough indoctrnabon by ilia EEO Officer,covering discrimination Where evidence is found the contractor will
all major aspects of the Contractors EEO obligations widen promptly tale corrective action it the review indicates that ire
thirty days following their reporting for duty with the contractor discnenination may extend beyond the actions reviewed such
corrective action shalt include aft affected persons
c. Ail personnel who are engaged in direct recruitment for
the protect will be instructed)by the EEO Officer in the d The contractor will promptly investigate no crampfants of
contrar.tnr's procedures Ice locating and hiring minorities and alleged discnrrsnation made to the contractor in connection
women with its obligations under this contract will attempt to resolve
such complaints,and will take appropriate corrective action
d Notices and posters selling faith IN contractor's EEO Ohm a reasonable time. It the investigation indicates that the
policy will be placed In areas readily accessible to employees. d iscrlininatlnn may affect persons other than the complement.
applicants for employment and potential employees. such corrective action shall include such other parsons Upon
completion of each Investigator.the contractor will inform
a Thu.intrar:rnfs EEO policy and the pnx.edures to every complainant of of of thee avenues of appeal
implement such policy will be brought to the attention of
employees by means of meetings,employee handbooks.Or 6.Training and Promotion:
other appropriate means
a The contractor we assist in locating qualifying and
increasing the skills of minorities and women who are
2
Page 2 of 12
applicants for employment or current employees Such efforts with the requirements for and comply eslth the Americans with
should he aimed at developing full journey level status Disabilities Act and all rules and regulations established there
employees in the type of trade or esb classification involved under. Employers must provide reasonable accommodation m
all employment alias unless to do so would Cause an
b. Consistent with the contractor's wore form requirements undue hardship.
and as permissible render Federal and State reg Batons.the
contractor that make full use of training programs.se.. 9.Selection of Subcontractors.Procurement of Materials
apprenticeship and on-tee-ph training programs for the and Leasing of Equipment:The contractor shall not
geographical area of contract performance. In the event a discriminate on the grounds of race.color,religion.sex,
speaal provision for training is provided under this contract national origin.age or disability in the selection and retention
this subparagraph well be superseded as indicated:n the of-Subcontractors,including procurement of nhatenate and
speetal provision The contracting agency may reserve leases of egtipmem The contractor shall take alt necessary
training positions for persons who receive welfare assistance and reasonable steps to ensure nondiscnmmabon in the
in accordance with 23 U.S.C-140(a) admrhistrae nn of tiers contract.
c The contractor will advise employees and applicants for a The contractor r shat nobly all potential subcontractors end
employment of available training programs and entrance suppliers arid lessors of their EEO obligations under this
requirements for each. contract.
it fhe contractor wail periodically review the training and b. The corSreclor will use gaol lath efforts to ensure
pronlobai lwtente(of employees who are minorities and subcontractor comp➢aritae with their EEO obligations.
women arid will encourage eligible employees to apply for
such training and promotion.
10.Assurance Required by 49 CFR 26.13(b):
7.Unions:It the contractor relies in whole or in part upon
unions as a source of employees.the contractor feel use good a The requirements 0140 CFR Part 26 and tie+State
faith efforts to obtain the cooperation of such vireos to DOTs U S DOT-approved DBE program are inuxine:fled by
increase apportursties few minorities and wnnmen. Actions by reference
the contractor either directly or through a contractor's
association acting as agent.will include the procedures set b. The contractor or subcontractor shall not discnrninate on
forth below. the basis of race,color,national origin or sex In the
performance of this contract. The contractor shall carry out
a The contractor will use good faith efforts to develop in applicable requirements of 49 CFR Part 26 in the award and
cooperator with the unions.joint training programs aimed administration of DOT-assisted contracts. Failure by the
•
toward qualifying more minorities and women for membership contractor to carry out these requirements is a material traan#t
in the unions and increasing the;kills off reinonties and women of his contract,which may meet in the termination o`this
so that they may qualify for higher paying employment contract or such other remedy as the contracting agency
deems appropriate.
b The contractor will use good faith efforts to incorporate an
EEO cause into each union agreement to the end that such 11.Records and Reports:The eiertiector shall keep such
union will be contactually bound to refer applicants without records as necessary to doct6hent compliance with the EEO
regard to their race.color religion,sex.national origin.age or requrements Such records shall be retained for a period of
disability. three years following the date of the final payment to the
contractor fur all ctirltract work and shall be available at
C. The contractor is to obtain information as to the referral reasonable times and places for inspection by authorized
practices and policies of the labor union except that to the representatives of the contracting agency and the FFtWA.
extent such information is within the exclusive possession of
the labor union and such labor union refuses to furnish such a The records kept by the contractor shat document the
infomuatlon to the contractor.Me contractor snail so certify to following
the contracting agency and shalt set forth what efforts have
bean made to obtain such information. (1)The number and work hours of minority and non•
minority group members and women employed In each:work
d. In the event the union is unable to provide the contractor classitcaton on the protect:
with a reasonable flow of referrals within the time limit set forth
el the collective bargaining agreement the contractor will, (2)The progress and efforts being made in cooperation
through independent recruitment efforts fill the employment with unions,when apple-ea-Me.to increase employment
vacancies without regard to race cnbr.religion,sox nabenal opportunities for me-embus and women:and
origin age or disability:making full efforts to obtain qualified
andror qualifiable minorities and riomeen The failure of a union (31 The progress and efforts being made in locating hiring
to provide sufficient referrals(even though it is obligated to training.tivahfying,and upgrading minorities and women:
provide exclusive referrals under the teens or a atlective
• bargaining agreement)does not relieve the contractor from the b The contractors end subcontractors eve submit an annual
requirements of this paragraph. In the event the union referral report to the contacting agency each July for the duration of
practice prevents the contractor from meeting the obligations the project.indicating the number of minority.women,and
pursuant to Executive Order 11246 as amended and these nen-minority group employees currently engaged in each work
special provisions such contractor shall immediately notify the classification required by the contact work. This information is
mob-acting agency. to he reported on Furth Flee/A-13111. The stating data should
represent the project work force on boaro in ail or any part of
8. Reasonable Accommodation for Applicants/ the last payroll pencil preceding the end of July It on•the-)nb
Employees with Disabilities: The contractor roust he lanieiar training is being required by special provision,the contractor
•
Page 3 of 12
well be required to collect and report training data. The of paragraph I d of;his secbor:also regular onvMbutions
employment data should reflect the work force on board during made or costs incurred for more than a weekly perkxl;but rot
all or any pmt of the last payroll penned poeoeding the end of less often plan quarlerty)under plans funds.Of programs
July which cover the pericular weekly ponied are deemed to he
constructively made or incurred during such weekly denial.
Suchlaborer%arid mecnarwr,shall no paid the apprtl(ftate
III.NONSEGREGATED FACILITIES sage rate and fine*benefits on the wage determreateon for
the classification of won:aclusty peAonnad•withcwt regard to
This provision is applicable to NI I-claret-aid construction dull.except as provided in 29 CFR 5.5(aX4).Laborers or
contracts and to all related construction subcontracts of mechanics performing work in more than one dassiecanon
$10.000 or more. may be compensated at the rata specified for cacti
r'lasse etoliren for the time actually enticed therein'Presided.
The contractor must ensure that facilities provided for That fie employers payroll records accurately set tort:tie
employees are provided in such a manner that segregation on time spent in each caessificaton m whdle wok is performed
the basis of race,color religion sex.or national origin cannot The wage determination(including any additional classeficabon
result The contractor may neither rogue*such segregated and wage rates cnnfonned under paragraph 1.b of this
use by written or oral policies nor tolerate such use by section)and the Davis-Bacon poster(W t1-1321)shat be
employee custom. The contractors obligation extends further posted at at times by the contractor and its subcontractors at
to ensure that its employees are not assigned to perform their the site of the work in a prominent and accessible place where
services a,any location.under me contractors control.where n cars be easily seen by the workers
the facilites era segregated. The Wei levities'includes
waling moms.work areas restaurants alit other eating.yeas [It'll The contracting officer shall rwquire that any class of
time circus.restrooms.weelrncems locker roams and rimer
storage or dressing areas.packing lots drinking fountains
laborers or mechanics.including helpers.which is not listed in
recreation nr entertainment areas.treriSpkrtatibn and housing the wage determination and Witch is to be employed under the
contract shall be classified in conformance w(th the wage
provided for employees. The contractor shall provide separate
determination The contracting officer shall appmva an
or single-user re tenon s and necessary dressing or sleeping
assure privacy between sexes to additional classification and wage rale and fringe benefits
aeeas
therefore only vhen the followng criteria nave been met'
IV. DAVIS•BACON AND RELATED ACT PROVISIONS f?The work to ter pertained by the elessrficatton
requested rs not performed by a dassitcatepn in the wage
bhtemvnairort:and
This section is applicable to at Federal-aid construction
projects exceeding$2.000 and lo all related subcontracts and
lower4ier subcontracts(regardless of subcontract sue) The (II)The classification is utilized in the area by the
requirements apply to at progacts located within the nit-if. construction industry and
way of a roadway that is faicbpnaly classified as Federal-aid
highway This excludes roadways functionally classified as pia The proposed wage rate.including any bona fid9
local roads or rural miner sled to lI are exempt. fringe benefits bears a reasonable relabmship to the
Contracting agendas may elect to apply these requirements N
wage rates contained in the wage determination
titer age^1s
(2)If the contractor and the laborers and mechanics to h
The following provisions are from the U S Department ofis Labor regutabars in 29 CFR S.6"Contract provisions and
employed in the dasseflcabon(if known),or thew
refitted matters-with minor revision to conform fi the Fl DMA-
classification and the contracting officer agree on the
1273 format:out FI ONA program requirements classdVeabnn and wage rite(Including the amount
designated for fringe benefits where eppropnete)a report of
the action taken shall be sent by the contracbng officer to the
1. Minimum wages Administrator of the Wage and Iliwr Division.Employment
Standards Admintsi abon.U.S.Department of Labor.
a. All laborers and mechanics employed or working upon WHAlirrlglfrt DC 20210.The Ackneestmtrx.or an auttkrtzad
epresentabve,will approve.molly,or disapprove every
the site of the work will be paid unconditionally a l not less
often then once a week.and without subsequent deduction or addiGanal CteS3iliraDfr1 action*Munn 3f1 days of receipt and
rebate on any account(except su9h payroll deuu i:irons as are
idawi the contracting officer re.will notify the contracting
officer
permitted by regulations issued by the Secretary of Labor within fire:f0drfY period that ateplfiorial lime is
necessary
under the Copeland Act(2e CFR pert 3))die full amount of
wages and bona fide forgo benefits(or cash egiavatents
thereof)rue at time of payment computed at rates not less lei in the event the contrarkr•the laborers or mechanics
than those contained in tie wage determination of the to ba employed in the classification or then representatives.
Secretary of Labor which is attached hereto and made a pert and the contracting officer do not agree on the proposed
hereof.regardless of any contractual relationship which may dassification and wage rate{including The amount
be alleged In exist between the c.ontractkr and such laborers designated for fringe benefits.where appropriate),the
and niecnanucs contracting officer shall refer the questions.including the
views of ail interested partial a.d the recommendation rate
Contnhubarx made or 01515 reasonably antiapate d for tnna contracting officer.to the Wage and hour Adnmin.sbalor fur
oetermnation.The Wage and I spur Admrlstrator or an
fioe hinge benefits under section 1(b)(2)of the Davis-Bacon
Act nn behalf of laborers or mechanics are considered cages30 auRmonzed representative will issue a detemnmaboh within
paid to such laborers or mechanics.subject to tie provisidns days of receipt and so advise lea contracting officer cif
4
•
Page 4 of 12
.+nil notify the contracting officer within the 30-day period that Bacon Act the contractor she maintain words which show
additional time is necessary that the commitment to provide such benefits is entorreabla
that the.plan Or program is financially responsible.and that the
)Tee wage rate(Including fringe benefits where plan or program has been communicated in venting to the
(4 l determined pursuant to paragraphs I u(2)or laborers or mechanics affected,and records%Mich show the
epD Tee
1.b.13)of ttvs semen.shell be paid to ell w0n:en5 pe 1 mivhg costs anticipated or the actual cost inc rred in pmveSng sten
work in ate is ss lion.s uruler sus contract Mxn Yea first appmved programs shall maintain Written evidence of the
benefits Contratetra employing apprentices Or trainees under
day on whirr work is performed in the classification registration of apprenticeship programs and certification of
trainee programs.the registration of the apprentices aril
c Whenever the mirrimum ways rate prescnbed in the Veiniest.and the ratios ant!wage rates prescribed in the
contract for a class of laborers or mechanics includes a forge applicable pmgrams
benefit which is not expressed as an hourly rate the contractor
shall either pay the benefit as slated in the wage determination b.(1)The contractor shall submit weekly for each week in
or shall pay another bona fide fringe benefit or an hourly cash winch any contract work is performed a ropy of ail payrolls to
equivalent thereof the ccxriacbny agency The payrolls submitted shall set out
accurate:y and completely all of the rolormaton required to be
d lithe contractor des nor make payments to a trustee or maintained under 29 CFR 5 slat(i)i').except that lull soaaf
other third person.The contractor may consider as part of the security numbers and home addresses shall not be included
wager,of any laborer or mechanic the amount of any costs on weekly transmittals.Instead the payrolls shall only need to
reasonably anticipated in providing bona fide fringe benefits include an individually identifying number for each employee(
under a plan Of program.Provided That the Secretary of a g. the last tour digits of the employee%social security
Labor has found.upon the wntten request of the Coniracor number) The required weekly payroti information may be
that the apply_able standards of the Davis-Bacon Act have submitted in any form desired.Optional Form WI1-347 is
been met Tne Secretary of Labor may require the contractor available for this purpose born the Wage and I lost Division
to set Aside in a separate ant:rhunt assets ter thin meeting cf Web site al http•iiWww•dot eonresaiwhdrfor.nsrwh347rnstr him
-wisgations under the plan of Program. or its successor site.The prime contractor is responsible for
the tubrnussitxi of copies of payrolls by all subcontractors
2. Withholding Contractors and subcontractors shall maintain the he social
g security number and current address Of each covered worker.
and shall provide them uptxi requaSt to the contracting agency
The contracting agency shall upon its own action or upon for transmission to the State DOT.the Fl-IWA tic the Wage and
written request e1 an authorized representative of the thaw'Division of the Department of Labor for purposes of an
Department of Leber.withhold or cause to he withheld from rmresbgat en or audit of compliance with prevailing wage
the contractor under this contract Or any other Federal requirements It is not a violation of hs section for a prime
contract with the same prime contractor.or any other federally- contractor to ragure a subcontractor to provide addresses and
assisted contract subject to Davis-Bacon prevailing wage social security numbers to the prime contractor for i%own
requirements which is held by the same prime contractor,so records vetnout weekly wbrrrssiae to ttia WA,acting a;larn:y
much of the accrued payments or advances as may be
considered necessary to pay laborers and mechanics, (2)Each payroll submitted shall be accompanied by a
including.7npranices.trainees.and helpers.employed by the -Statement of Compliance.-signed by the contractor or
contractor or any wbcontr.Ctor the full amount of wages subcontractor or As or nor agent who pays or supervises the
required by the contract In the event of failure to pay any payment of the persons employed under the oceanic and shall
laborer or mechanic inducting any apprenbce,trainee or certify thefotiostng:
I ielp r employed or working on the site of the work.alt of part
of the wages required by the contract the contracting agency
nlay after written notice to the contractor,take such action as (i)That the payroll for the payroll perod contains the
may be necessary to cause the suspension of any further information required to be provided under§5.5(a)(3)iir)of
payment advance or guarantee Of funds until such violations RAgi,lations 29 CFR part 5.the appropnate mtormanCin is
have ceased being maintained under§5.51al3)Q)of Regulations.20
CFR part 5 and that such information rs correct and
complete:3. Payrolls and basic records
(II)Thal sae,laborer or mechanic(including ing suds
a payrolls all basic records relating thereto shall be helper,apprentice.and taree)employed on the contract
maintainer by the contractor ulring tine course mr ma wet:and hurt the payroll period rtes been paid the rvo weekly
preserved for a Denied of three verve thereafter for ell laborers wages earned Wheel rebate.either'erectly or indirectly.
and meehdnica wanking at the site Of the work Such records and that no deductions have been made either directly or
shall contain the name.address.and social security number of indirectly from the full wages earthed.other than
each such worker his or her correct classrficasan hourly rates permissible dedur-tiorh:s as set forth In Regulations,29 CFR
of wages paid(including rates of can4sbuttons or CMS part 3.
anticipates for bona tide fringe benefits or cash equivalents
thereof of the types described to section teaX2XB)of the
Davis-Rican Acte daily and weakly number of Muss waked (ii)That each taborer or mechanic has berm pad not
deductions made and actual wages paid Whenever the less than the applicable wage rates and fringe benefits or
Secretary of labia*has found under 29 CFR 5 5(a!(1)(iv)that cash equivalents for the classification of work performed.
the wages of any laborer or mechanic include the amount et as specified in Me applicable wage determination
any costs reasonably anticipated in providing benefits under a incorporated into the contract
plan or program described In section I(b)(2)(B)of the Davis-
5
Page 5 of 12
(3)The weekly suer esslon of a property executed rate specified in the applicable wage detemrirrabon.
cenification set forth on the reverse side of Optional Form Apprentices shall be paid fringe benefits in accordance with
WI 1-347 shall satisfy the requirement for submission of the the provisions of the apprenticeship pmgram.if the
Statement of Compliance'required by paragraph 3 b(2)of apprenticeship program does not specify fringe benefits
this section, apirentces must be paid the full amount of inge benefits
listed nn the wage detemmvnatlori for the applicable
(4 j fie falsification of any of the above r:arUecetiaxms may classification.If the Administrator determines that a different
sub the conttaclor or subtontractoi to civil or criminal pines prevails be for the applicable c apprentice teem nati on
prosecution under section 1001 of time 18 and seriion 231 of
fringes shall paid in accordance with that detamtination.
elle 31 of the United States Code.
In the event the Office of Apprenticeship Training.Employer
c.The contractor or subcrxttrar for shall make am records recognized
Labor Semites.or a State Apprenticeship Agency
paragraph 3 a of this section available for recognized by the Office,withdraws approval of art
required under para
g apprenticeship program the contractor will no longer be
inspection.copying or transcription by authorized
representative;of the contracting agency,the State DOT,the permitted ino d utilize t apprenticeswork
e.1 less than the applicable
apt
Fl W A, or the Department of Labor,and shall permit such predetermined rain for the work perfumed until an acceptable
representatives to interview employees during working hnury program is approved
on the job If the contractor or subcontractor tads to submit the
required records or to make them available,the FHWA may. is.Trainees(programs of the USDOI)
after written notice to the contractor the contracting agency or
the State DOT.take such action as may be necessary to Er apt as provided in 29')CFR 5 16 trainees will not be
cause the suspension of any further payment.advance,or permitted to wank at less than the predetermined rate for the
guarantee of funds Furthermore.failure to submit are requiredwork performed unless they are employed pursuant to and
retards upon request or or to to make such recoe%Iry-arable may r y,dually registered in a program which has received prior
be ggrcunds for dehrenterl anion pursuant to 29 CFR 5 17 approval evidenced by formal certification by are U S
Department of Labor,Employment and Training
4. Apprentices and trainees Administration.
a Apprentices(programs at the USDOL). The ratio of trainees to journeymen on the job site shall not be
greater than permitted under the plan approved by the
Er intern ent and Training Administration
Apprentices will be permitted to work at fess than the
predetermined rate for the work they perfomied when they are
employed pursuant to and int6wduaay registered in a hone.fide Every trainee must be paid at net less than the rate specified
apprenticeship program registered with the U.S.Department of in the approved program for the trainees level of progress.
Labor.Employment and Training Administration.Office of expressed as a percentage of the journeyman hourly rate
Apprenticeship Training.Employer and Labor Services.or with specified in the applicable wage determination Trainees shall
a Stale Apprenticeship Agency recognized by the Office,or if a be paid fringe benefits in accordance with the provisions of the
person is employed in his or her that 90 days of probationary trainee program.If the trainee program does not mention
employment as an apprentice in such an apprenticeship fringe benefits,trainees shall be paid the hill amount of fringe
program.who is not individually registered in the program.but benefits listed on the wage detemtination unless the
who has been certified by the Office of Appre nticeship Administrator of the Wage and Hour Division determines that
Training.Employer and Labor Services or a State there is an apprenticeship program associated wee the
Apprenticeship Agency(where apprapnate)to he eligible for corresponding journeyman wage rate on the wage
probationary employment as an apprentice. cletemsnabon which provides for less than full fringe benefits
for apprentices.Any employee listed on the payroll at a trainee
The alto°Made apprentices to�owmeymen on the job rale who is not registered and participating in a training plan
site in arty craft ratio of ficpprr apprentices
shal not be greater town the ratio approved by the Employment end Training Administration shall
be paid not less than the applicable wage rate on the wage
permitted to the contractor as to the entire work force under determination for the classification of work ac:tueay parionned
the registered program.Any worker listed on a payroll at an in Walton.any trainee performing work on the job site in
apprentice wage rate.who is not registered or otherwise excess of time ratio pemstted under the registered program
employed as stated above.shall be paid not less than the µ1yll be not tens than the aid
applicable wage rate on the wage determination for the p applicable wage r on the
of work actually perfnmmed In addition.any wage datermircation for the work actually peAormed
apprentice performing work on the job sae in excess of the
satin permitted under the registered program shall be paid not In the event the Employment and Training Adnmirrstration
less than the applicable wage rate on the wage determination withdraws approval of a training program.the contractor will no
for the werk actually performed.Where a contractor is longer be permitted to utilize trainees at less than the
performing construction on a project in a locality other than applicable predetermined rate for the work performed until an
that in which its program iv registered,the ratios and wage acceptable program is approved
rates(expressed in percentages of the journeyman's hourly
rate)specified in are contractor's or subcontractors registered a Equal employment opportunity The anteater of
program shall he observed apprentices.trainees and journeymen roan under this part shall be
in conformity with the equal employment opportunity
Every apprentice must be paid at not less than the rate requirements of Execrative Order 11246,as amended.and 29
specified in the registered program for the apprentice's level of CFR part 30
progress.expressed es a percentage of the journeymen hourly
6
Page 6 of 12
d. Apprentices and Trainees(programs of the U.S DOT).
V. CONTRACT WORK HOURS AND SAFETY
Apprentices and trainees working under apprenticeship anti STANDARDS ACT
stall training programs which have bean Certified byte
Secretary of Transportation as promoting EEO in connection
with Federal-aid highway construction programs are not The hallowing clauses apply to any vederat•aid construction
subject to the requirements of paragraph 4 of this Section IV contract in an amount in:fries of S 100,000 and subject to the
The straight time hourly wage rates fix apprentices and overtime provisions of the Contract Work Flours and Satety
trainees under such programs will be estabkshed by the Shmdards Act.These dames shall be tnseiled in addition to
particular programs.The ratio or apprentices and trainees to the clauses inquired by 29 CFR 5 5(a)or 20 CFR 4 6. As
journeymen shall not be greater then permitted by the trams of used in this paragraph,the terms laborers and mechanics
the particular program include watchmen and guards.
5.Compliance with Copeland Act requirements. The 1.Overtime requirements. No Contractor or subcontractor
contractor shall comply with the requirements of 2e CFR part contracting for any pan el the contract work whet may require
3 which are incorporated by reference in lies contract or involve the employment of laborers or mechanics shaft
require or permit any such laborer or mechanic in any
6.Subcontracts. The contractor or subcontractor shall insert workwe in which he or she is employed on such work to
Form FHWA-1273 in any tafbcomncte and also require the labowork in excess of torte hours in such workweek aton unless such
subcontractors to include Form Ft1WA-1273 Cthan one or mechanic receives the basic saton at a rate net less
any tower tier than and arts-h alt tines rate of pay for al:hours
subcontracts The prime contactor shall he responsible for the weed in excess of forty
compliance by any subcontractor or lower ear subcontractor y noun in such workweek
with ail the contract deuces in 29 CFR 5.5.
2.Violation;liability for unpaid wages;Ilquidated
damages in the event of any violator,of the clause set forth
7.Contract termination:debarment. A breach of the
in paragraph(1.)of this section,the contactor and any
contract clauses in 29 CFR 5 5 may be grounds for termination
of the iamb-act,and for debarment as a contractor and a subcontractor responsible therefor shall be liable for the
subcontractor as provident In 29 CFR 5 12 unpaid wages.in addition,such contractor and amcentracter
shall be liable to the United States(in the case of work done
'ender coneac;for the District of Columbia or a temtoy.to such
8.Compliance with Davis-Bacon and Related Act District or to such territory) for liquidated damages Such
requirements. All rulings and interpretations of the Davis. liquidated damages shall be computed with respect to each
Bacon and Related Acts contained in 29 CFR pats 1.3.and 5 individual laborer or mechanic including watchmen and
are herein incorporated by reference in thus contract. guards,employed In violation of the clause set'forth in
paragraph(1)of this section.n the sum of S10 tor each
9.Disputes concerning labor standards.Disputes eosin calendar day on which such individual was required or
g permitted to work in excess of the standard workweek el forty
out of the labor standards provisions of this contract shall not how without payment of the overtime wages required by the
be subject to the general disputes clause of this contract Such clause set forth in paragraph(1.)of this section
disputes shall be resolved in as adence with the procedures
of the Department of Labor set forth in 29 CFR parts 5.6 and
7.Disputes within the meaning of this clause include disputes 3.Withholding for unpaid wages and liquidated damages,
between the contractor(or any of its subcontractors)and the The FHWA or the contacting agency shall upon its omen aceen
contracting agency.the U.S.Department of Labor,or the or upon mitten request of an authorized representative of the
employees or their representatives. Department of Labor withhold or cause to be withheld.from
any moneys payable on amount of work performed by the
t0.Certification of eligibility. other
or subcontractor under any such contract or any
other Federal contract with the same prima contractor,or any
other federally-assisted contract subject to the Contract Work
a.By entering into this contract,the contractor certifies that Hours and Safety Standards Act,which is held by the same
neither it(nor he or she)nor any person or flint who has en prima contractor,such sums as may be determined to be
interest in the contractor's firm is a person or arm ineligible to necessary to satisfy any liabilities of such contractor nr
be awarded Government contracts by virtue of section 3(a)of subcontractor for unpaid wages and liquidated damages as
the Davis-Bacon Act or 29 CFR 5.12(8)(1), provided in the clause stet forth in paragraph(2)of this
section
b.No part of this contract Shag be subcontracted to any person
ar tlmh ineligible for award of a Government contract by virtue 4.Subcontracts. The cunb-actcr or subcontractor shah insert
of section 3(a)of the Davis-Bacon Act or 29 CFR 5.12iagl) in any subcilrhlnrtts the clauses set forth in paragraph(1 )
through(4)of this settlnn and also a clause requiring the
c.The eraait for making false statements is prescribed in the subcontractors tO include these douses in any lowe►bar
P yM subcontracts The prima contractor shah bo responsible for
US.Criminal Code 18 U S C.10(7i compliance by any subcontractor or lower tier subcontractor
with the clauses set forth in paragraphs(1)thmugh(4.i of this
section
7
Page 7of12
evidenced in writing end that it contains as pertinent provisions
VI.SUBLETTING OR ASSIGNING THE CONTRACT and requirements of the prune contract
This provision is applicable to all Federal-aid constriction 5 The 30°.f self-parfcrmMue meparcment of paragraph(110;
Contracts on the National I lighway System. not applicable to design-buaid contracts:however,contracting
agencies may establish their own se f-pertnmanc t
1,The Contractor shall perform with its own organization requirements.
contract work amounting to not less than 30 percent(or a
greater percentage if specified elsewhere in the contract)of
the total engine;contract price.exploring any specialty items VII-SAFETY:ACCIDENT PREVENTION
designated by the contracting agency. Specialty items may be
performed by subceniract and the amount of any such T his provision is applicable to all Federal-aid
specially items performed may be deducted from the total construction Wntr'acts and to all related subcontracts,
original contract price before computing the amount n1 wed(
recurred t0 be performed by the contractors own organization I. In the performance of this contract the contractor shall
(23 CFR 655.1 16) comply with all applicable Federal State and local laws
governung safety.health,and sanitation(23 CFR 635).The
a The term'perform work with its own orgarrzatnn-refers contractor shall provide all safeguards.safety devices and
to workers employed or teased by the prime contractor.and protective equipment and take any other needed actions as it
equipment owned or rented by the prime contractor,oath or delammmes,of as the contracting officer may determine.to be
without auerators. Such term dues not Include employees or reasonably necessary to protect the life and health of
equipment at a subcontractor or lower her subcontractor, employees on the job and the safety of the public and to
agents al the prime contractor.or any Other assignees The protect property In connection with the performance of the
term may include payments for the costs of hiring leased wore covered by the contract
employees from an employee leasing firm meeting all relevant
Federal and Stale regulatory requirements. Leased 2 It is a condition of this contract and shall he made a
employees may only he included in this term if the prime condition of each subcontract which the contractor enters into
contractor meets all of the following conditions' Pursuant to this contract-that the contractor and any
subcontractor shall not permit any employee.in performance
(1)the prime contractor maintains control over the of the contract,to work in surroundings or under conditions
supervision of the day-to-day activities of the leased which are unsanitary.hazardous or dangerous to his/her
employees. health or safety,as determined under construction safety and
(2)the prime contractor remains responsthle for the quality health standards(29 CFR 1026)promulgated by the Secretary
of the work of the leased employees: of Latour.in accordance with Section 107 of the Contract Work
(3)the prime contacts retains at power to accept or i icxtrs and Safety Standards Act(40 U S C.37O4
exclude individual employees from wen(on the protect:and
(4)the prime contractor remains ultimately responsible for 3.Pursuant to 29 CFR 1926.3.it is a condition of this contract
the payment of predetermined minimum wages,the that the Secretary of Labor or authorized representative
submission of pavaolls.statements of compliance and at thereof,shall have right of entry to any site of contract
other Federal regulatory requirements performance to inspect or investigate the matter of compliance
with the Conslrue90n safety and health standards and to tarry
b "Specialty Items"shall he construed to be limited to over out the duties of the Secretary under Section 107 of the
that requires highly specialized Knowledge,abihtes.or Contract Work Hours and Safety Standards Act(40
equipment not ordinarily available in the type of corrlracbny U.S.C.3704).
organizatons qualified and expected to bid or propose on the
contract as a whole and in general are to be limited to minor
components of the overall contract. VIII,FALSE STATEMENTS CONCERNING HIGHWAY
PROJECTS
2.The contract amount upon which the requirements set forth
in paragraph(1)of Section VI is computed includes the cost of T h I s pr o v i s i o n is applicable to all Federal-aid
material and manufactured products which are to be construction contracts and to all related subcontracts.
purchasers or produced by the crrwactorr under the contract
provisions. In order to assure high quality and durable construction in
conformity with approved plans and specifications and a high
3 The central:W r shah furnish(a)a competent superintendent degree Cuf reliability on statements and representations made
or supervisor who is employed by the tkm,has liii authority to by engineers coltrectore suppeara and workers on Federal-
direct performance of the work in arx:grtiance wilt,the contract aid highway projects.it is essential that all persurns concerned
requirements.end is in charge of all construction operations with the prefect perform their functions as carefully.t or cm ty.
• (regardless of woe performs the work)and(b)such other of its and honestly as possible Wistful falsification distortion or
own organizational resources(supetvlsion.management.and mtsrepresentaion with respect to any facts related to the
engineering services)as the contracting officer determined is project is a violation of Federal law. To prevent any
necessary to assure the performance at the contract misunderstanding regarding the seriousness of these arid
smear acts,Form FtIWA-1022 shall be posted on each
4.No portion of the contract shall be sublet,assigned or Federal-aid highway project 123 CFR 635)fin one or more
otherwise daposed of except with the written consent iii the places winare it is readily available to all persons concerned
contracting officer.or authorized representative.and such with the project'
consent when given shall not be construed to relieve the
contractor of any responsibility for the fulftment of the
contract. Y:ntten content will be given only after the 18 LI S C.1020 reads as follows:
contracting agency has assured that each subcontract is
Page 8 of 12
'Whoever.being an officer.agent.or employee of the United covered transechnn The prospective first ter pertiapmt shall
States or of any State or Tamelry or whoever.whether a submit an explanation of why it cannot provide the cerhbrathn
person,association.firm,or corp rahon knowingly makes any net out below The cerebration or explanation veil be
false statement false representation or terse report as to the constitute!in r0rntCbm with The department or agencys
character quality,quantity.Or cost of the material used Of to Cetermtnaton vahether to enter into this transaction.I lowever.
the tined or the quantity or qualty ht the work nerfnmon or to failiire of the prospective first tier p.Vttapa l to furnish a
be performed,or the cost thereof in connection with the certification or an explanation snail drsquabfy such a person
5ubmitSifn of plans maps.specifications,contracts or costs frcrn parllnpaton in dee trathsactien
oN construction on any highway or related project submitted for
approval to the Secretary of Transportation'or c The rarefication in this clause is a material representabm
of fact upon which reliance was placed when the contracting
Whoever knowingly makes any false statement false agency determined to enter into this transaction If it is later
representation false report or lake claim wwrth respect to lee deterrwied that the prospective participant knowingly rendered
character quality,quanuly.or cost of any work performed a to an erroneous ce:rtncatxin,in addition to other remedies
be performed.or materials furnished or to be furnished.in available to the Federal Government.the contracting agency
connection with the construction sit any highway or re?latecl may tcmenate mix transaction Inc cause of default
project approved by the Secretary of Transportation:or
d The prospective ttrst ter participant shall provide
Whoever knowingly makes any false statement or false immediate written notice to the contracting agency to whom
reprasentatirin at to material fact in any statement rertficate, this proposal is submitted if any time the prospective first ter
dx report submitted pursuant to provisions of the Federal•ad participant learns that its certification was erroneous Mein
Roads Act approved July 1.1916 (39 Stat 355) as amended submitted)or has become erroneous by reason of changed
and supplemented circumstances
Shall be fined under this title or imprisoned not more than S e.The terms"covered transaction.'"debarred,'
years or both.' "suspended.""ineligible"'Partcipant.""person "pnnapal."
and"voluntanly excluded"as used in this clause are defined
in 2 CFR Parts 180 and 1200 "First Tier Covered
IX.IMPLEMENTATION OF CLEAN AIR ACT AND FEDERAL Transactiomti refers to any covered transaction between a
WATER POLLUTION CONTROL ACT grantee or stbgrantee of Federal funds and a participant(such
as the prime or general contract) Lower Tier Covered
This provision a appinable to all Federal-aid construction Transactions'refers to any covered transaction under a Fist
contracts and In all related subcontracts Tier Covered Transaction such as subcontracts) "Fast Tier
Paruapant-refers to the participant who has entarnal into a
By submission of this b(di')ropnsal or the execution of this covered transaction with a grantee or subgrantee of Federal
contract.or subcontract.as appropriate.the bidder,proposer. funds(such as the prime or general contactor) 'Lower Tier
Federal-aid construction contractor.or suhcortractor as Participant'refers any parer ipant who has entered into a
appropriate.will be deemed to have stipulated as follows covered transaction with a First Tier Participant or other Lower
Tier Participants(such as suhcortrectorrs and suppliers)
1 That any person who is or will be utilized in the
perfomlance of this contract is not prohibited front receiving an 1,The prospective test ter Oarttapent agrees by submitting
award durr to a violation of Section 508 of the Clean Water Act this proposal that.should the proposed covered transaction be
or Section 306 of the Clean Air Act. entered Into.it snail not latowingly enter into any lower tier
2.That the cxnrrlrecto agrees to include or cause to be caysra t tiansactian with a person who is debarred
included the requirements of paragraph(1)of this Section X in suspended.declared ineligible.or voluntarily excluded from
every subcontract and ftdtrer agrees to take such actin as participation in this covered transaction,unless suthon2ed by
the contracting agency may direct as a means of enforcing the department Or agency entering into this transaction,
such requirements.
g.The prospective first tier participant further agrees by
submitting this proposal that it writ include the clause titled
X.CERTIFICATION REGARDING DEBARMENT. "Certitcauon Regardeng Debarment.Suspension.Ineliybihty
SUSPENSION,INELIGIBILITY AND VOLUNTARY and Voluntary Exctusiitn•Lower Tier Covered Transactions."
EXCLUSION provided by the department a contracting agency.entering
into this covered transaction without modification.at all lower
This provision is applicable to at Federal-and construction ter covered transactions and in all solicitations for lower ter
efntracts dc:sigm ttild contracts suboorsracts 1pwer-ber covered tints sctlons oxceeiley the S25 000 f rm:ho ld
subcontracts pisrhase orders lease agreements consultant
mob acts or any other covered transaction regiarng FleAlA h A participant in a covered transaction may rely upon a
approval or that is estimated to cost 525.000 Or more- as certification of a prospective participant in a tower tier revered
defined in 2 CFR Parts 180 end 1200 transaction that is not debarred.suspended.ineligible,or
vuluntanly excluded front the covered transaction unless if
knows that the certification is erroneous. Aparthcpent is
responsible for enstang that is principals are not suspended.
1.Instructions for CertNhaflon-Frst Tler Participants debarred.or otherwise aiehnbte to participate in covered
transactions To verify the aligibitriy nt its principals as wet as
e By signing and sttorrtitting this proposal,the prospective the eligibility of any lower tier prospective perucipents each
limn ter partiixperit his pomading ding the cerlfiral,cn set cut below participant tnay.but is riot required to.check the Emil-sled
Parties List System website lines.'-.vow en's;^v s which is
b The inability of a person to provide tho coltficatin set nut compiled by the General Senecas Administration
below will not necessarily result in denial nt paruopntlon in this
Page 9of12
Notting contained in the foregoing shall be construed to this transaction originated may pursue available remedies,
require ono establishment of a system tat records in order to including suspension atdeor debarment
render in good faith the certification required by this datrse
The knowaedge and inftmsaiton of the prospective partrapart c The proxsoecsve lower tier par5rpant Snail prmwde
is not requred to exceed that which ra normally possessed by twin edate taltten notice to the oars on to which this proposal is
a prudent person in the ordinary courts of business dealings submitted if at any time the prtrspecevn lovier tier parrrananl
learns that its certitcatlonwas erroneous by reason of
j Except for transactions authorized under paragraph if)of changed dnxmstances.
these sistnrctione.if a parbcpant in a covered transaction
knowingly enters into a lower tier covered transaction with a d The terms"covered transaction,"-debarred
person who is sustranded.debarred.ineligible.or volurearily 'suspended."'thee gible-""pareapanl""person,""principal.
excluded from parerlpatren in this transaction,in addition to end"vnlnlaniy excluded'as used in this dause are defined
other rsniethes available to the Federal Government.the in 2 CFR Part 180 and 1200 You may contact the parson to
department or agency may tamwmta this transaction Ire cause wreath this proposal is submitted for assistance in obtain rig a
or default copy of those regulatons. Fret Tier Covered Transactions
refers to any covered transaction between a grantee or
subgrantee of Federal funds and a participant(such as the
prime nr general contract). -Lower Tier Covered Transact one-
2. Certification Regarding Debarment.Suspension. refers to any covered transaction under a Fest Tier Covered
Ineligibility and Voluntary Exclusion-First Tier Transaction(such as subcaxracts) 'Fast Tier Pairopani
Participants; refers to the pedx;rpent who has entenxt,nto a covered
transaction with a grantee or subgrantee of Federal finds
a The prospective first tier participant certifies to the best of {sumo as the prime nr general contractor). 'Lower Tier
its Iarxmwlwige and belief.that it and its prncipals• i'arar'pant refers any participant who has entered into a
covered transaction with a First Tier Participant or other Lower
(1) Are not presently debarred.suspended proposed for Tier Participants(such as subcontractors and suppliers)
debarment declared ineligible,or voluntarily excluded from
participating in covered transactors by any Federal a.The pmspective lower tier participant egress by
department or agency: submitting this proposal that should the proposed covered
transaction be entered into.it shall not knowingly enter into
(2) Piave not within a three-year period preceding this any lower tier covered transaction with a person who is
proposal been convicted ci or had a civil judgment rendered debarred.Suspended.tdeciared ineligible.or voluntarily
against them for commission of fraud or a crinninal offense In excluded from participation in this covered transaction unless
connersar with obtaining.attempting to obtain.or perftinning authonzed by the department or agency with wiridr this
a public(Federal.State or local)transaction or contract under transaction originated
a public transaction:violation of Federal or State anttfuct
statutes or canrhtssion et embezofement theft.forgery. f The proepeoeve ewer tier participant further agrees by
bribery falvbcatirn or destruction of records.malting false submitting lira proposal that it will include has clause bled
siatements nr receroing alder,property^ -'Cerefica6m RegertSng Debarment Suspension.Inetigbitity
and Voluntary Exclusion-Lower Tier Covered Transacben"
(3) Are not presently indicted for or Otherwise c re i naily or without modication.in all lower ter covered transactions and
Civit!y charged by a governmental witty(Federal Slat.or in ail sokcifations for lower tier covered transactions exceeding
local)with commission of any of the offenses enLnleraterl in the$25.000 threshold.
paragraph(a)(2)of this rartrfcalurm end
g.A participant in a covered transaction may rely upon a
(4) Piave not within a three-year period preceding Ins Certihcabon of a prospective participant in a lower ter covered
appllcatiocsproposa)had one or more public transactions transaction that is 001 debarred.suspended.ineligible.or
(Federal State ix local)terminated for cause or default voluntanly excluded hero the covered transaction unless it
knows that the certecation is erroneous.A paracpant is
b. Where the prospective participant is triable to certify to responsible for ensrmng that its principals are not suspended
any of the statements in this Certification.such prospective debarred.or otherwise ineligible to parpopate in covered
participant 41811 attach an explarratiin to the proposal !rensactians. To verity the eligibility of its principals es well as
the eligibility of any fewer ter prospective participants.each
• 2 Instructions for Certification-Lower Tier Participants: participate may but is not required to.check the Excluded
Parties List System web-sde rates'erne eats my') vasch a
(Applicable to ail subC w*Oc s urtios w ardent and Other compiled by the General Services Administration.
lower tier transactions requiring prima Ft IWA approval or
estimated to cost 325,000 or more-2 CFR Pens t80 and h Nothing contained in the foregoing shall be construed to
1200) require establishment of a system of re ords in order to render
in good faith the certificalon required by this clause.The
a By signing and submitting this proposal.the prospective knowledge and information of participant is not reamed to
tower tier is providing the certification set out below exceed that which is normally possessed by a prudent person
in toe ordinary course Ot business dealings
b.The codification in this clause Is a material representation
of fact upon which reliance was placed when des transaction i Except for transactions authanzed under paragraph a of
was entered into.If of is later determined that the prospective these instructions.if a participant in a covered transaction
lower tier anticipant knowingly rendered an erroneous knowingly enters into a lower ear covered transaction vats a
• cerbecaeon.in addition to other remedies available to the person who is suspended debarred.ineligible.or voluntarily
Federal Government,the department or agency with which excluded from participation in this transaction,in addition to
other remedies available to the Federal Government the
•
tfi
Page 10 of 12
department or agency web which this transaction onginated
may pursue available remedies.Inclutfing suspension andtor
debarment.
Certification Regarding Debarment,Suspension,
Ineligibility and Voluntary Exclusion—Lower Tier
Participants:
1.The prospective lower ter participant certifies.try
sbtxnlesion at this proposal.that nether it nor its prmrlpats is
presently debarred.suspended.proposed for debarment.
declared ineligible.or voluntarily ewdutted from participating:n
covered transactions by any Federal department or agency.
2.Where the prospective lower tier parasitism;is unable to
certify to any of the statements in this certification such
prospective participant shall attach an explanation to this
proposal.
XL CERTIFICATION REGARDING USE OF CONTRACT
FUNDS FOR LOBBYING
This provision is applicable to all Facteral-aid construction
contracts and to all related subcontracts%huch exceed
5100.000(40 CFR 20)
1 The prospective participant certifies,by signing and
submitting this bid or proposal.to the bast of his or her
knowledge and belief than
a No Federal appropriated funds have been paid or will be
paid.by or on behalf of the undersigned.to any person for
influencing or attempting to influence en officer or employee of
any Federal agency,a Member of Congress.en officer or
asplryee of Congress or an employee of a Member of
Congress in comectian met the awarding of any Federal
contract.Int mating of any Federal grant,the making of any
Federal loan the entering into of any cooperative agreement.
and the extension.continuation,renewal,amendment or
modification of isiy Federal contrail,grant.lost a•
cooperative agreement.
b If any funds other than Federal approprated tunas have
been paid or will be paid to any person for influencing or
attempting to influence an officer or employee of any Federal
agency a Member of Congress.en officer or employee of
Congress.or an employee of a Member of Congress in
connection with flit Federal contract grant:loan or
cooperative agreement,the undersigned shall complete and
submit Standard Form-ILL."Disclosure Form to Report
Lobbying'inaccordance with its insbuctions
2 This ceroficaton is a nialener representation of foci upon
which reliance was planed often this transaction was made or
entered into. Submission of this certification is a prerequisite
for mating or entering into this transaction imposed by 31
U S C.1332. Any person vitro falls to ice the required •
•
certification shall be subject to a civil penalty of riot lens than
S10.000 and not mom than 3100 000 for each such failure.
3 The prospective participant also agrees by submitting its
bid or proposal met the participant shall require that the
language of Tut certification be included et a0 lower tier
subcontracts,which exceed 5100.000 and that all such
recipients shall certify and disclose accordingly.
11
Page 11 of 12
ATTACHMENT A-EMPLOYMENT AND MATERIALS 6.The contractor shall include the provisions of Sections 1
PREFERENCE FOR APPALACHIAN DEVELOPMENT through 4 of this Attachment A in every subcontract for wore
HIGHWAY SYSTEM OR APPALACHIAN LOCAL ACCESS which is,or reasonably may be,done AS nn-site work.
ROAD CONTRACTS
This peteesion is applicable to all Federal-aid protects funded
untie'the Appalachian Regional Development Act nil 061i
1.During the performance of this contract.the contractor
undertakng to do work which is.or reasonably may be,done
es on-site work.shall give preference to qualified persons who
regularly reside in the labor area as designated by the DOL
wherein the contract work is situated.or the subregion.or the
Appalachian counties of the 51a1e wherein the contract work is
situated except
a To the extent that qualified persons regularly residing in
the area era not available.
b.For the reasonable needs of me contactor to employ
supervisory or spedalty experienced personnel necessary to
assure an efficient execution of the Contract work.
c. For the nbfigatnn of the contractor to offer employment to
preteen cr former employees as the result of a lawful collective
bargaining contract provided that the number of nonresident
persons employed under leis subparagraph(ire shall not
exceed 20 percent of the total number of employees employed
by the contractor on the contract work,except as provided in
subparagraph t4)below
2 The contractor shell place a job order with the State
Employment Service indicating(a}the classifications of the
laborers.mechanics and other employees required to perform
the contract work.(At the number of employees required in
each classification.(c)the date on which the participant
estimates such employees will be required.and(Cl)any osier
pertinent information required by the State Employment
Service to complete the job order fonn The job order max be
placed with the State Employment Service in writing or by
telephone. If during the course of the contract work,the
information submitted by the contractor in the original job order
is subslareieely mortified,the participant shall promptly nopFy
the State Employment Service
3.The contractor shall give full consideration to all qualified
job applicants referred to him by the Stale Employment
Service The contractor is not required to grant employment to
any job applicants who,in his opinion are not qualified to
perform the classification of wont required.
4.if,within one week following the placing of a job order by
the contrsclor with the State Employment Service,the State
Employment Service is unable to refer any quakfied job
applicants to the contractor or less then the number
requested the State Employment Service will forward a
certificate to the contractor indicating the unavailability of
applicants Such Oenincaie shall be made a part 01 the
contrarto(S permanent project recants Upon receipt of this
certikc ate the contractor may employ persons who do not
menially reside in the labor area to fill positions covered by the
cerbtrate.notwithstanding the provisions of subparagraph t1c)
above
5 The provisions of 23 CFR 8333.207(0)allow the
eontracbng agency to provide a contractual preference for the
use of mineral resource materials native to the Appalachian
region.
12
Page 12 of 12
37. EXHIBIT J - FEDERAL REQUIREMENTS
Federal laws and regulations that may be applicable to the Work include:
Uniform Administrative Requirem ents 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 com ply 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 here in) into any subcontract(s) for such services
as terms and conditions of those subcontracts.
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 supplem ented in Department
of Labor regulations (41 CFR Chapter 60) (All construction contracts awarded in excess of
$10,000 by the Local Agencys and their contractors or the Local Agencys).
Copeland "Anti-Kickback" Act
The Copeland "Anti-Kickback"Act (18 U.S.C. 874) as supplemented in Department of Labor
regulations (29 CFR Part 3) (All contracts and sub-Agreements for construction or repair).
Davis-Bacon Act
The Davis-Bacon Act (40 U.S.C. 276a to a-7) as supplemented by Department of Labor
regulations (29 CFR Part 5) (Construction contracts in excess of$2,000 awarded by the Local
Agencys and the Local Agencys when required by Federal Agreement program legislation. This
act requires that all laborers and mechanics employed by contractors or sub-contractors to work
on construction projects financed by federal assistance must be paid wages not less than those
established for the locality of the project by the Secretary of Labor).
Contract Work Hours and Safety Standards Act
Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-
330) as supplemented by Department of Labor regulations (29 CFR Part 5). (Construction
contracts awarded by the Local Agency's in excess of $2,000, and in excess of$2,500 for other
contracts which involve the employment of mechanics or laborers).
Clear Air Act
Standards, orders, or requirements issued under section 306 of the Clear Air Act (42 U.S.C.
1857(h), section 508 of the Clean Water Act (33 U.S.C. 1368). Executive Order 11738, and
Environmental Protection Agency regulations (40 CFR Part 15) (contracts, subcontracts, and
sub-Agreements of amounts in excess of$100,000).
Energy Policy and Conservation Act
Mandatory standards and policies relating to energy efficiency which are contained in the state
energy conservation plan issued in compliance with the Energy Policy and Conservation Act
(Pub. L. 94-163).
OMB Circulars
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.
Hatch Act
The Hatch Act (5 USC 1501-1508) and Public Law 95-454 Section 4728. These statutes state
that federal funds cannot be used for partisan political purposes of any kind by any person or
organization involved in the administration of federally-assisted programs.
Nondiscrimination
42 USC 6101 et seq. 42 USC 2000d, 29 USC 794, and implementing regulation, 45 C.F.R. Part
80 et. seq. These acts require that no person shall, on the grounds of race, color, national
origin, age, or handicap, be excluded from participation in or be subjected to discrimination in
any program or activity funded, in whole or part, by federal funds.
ADA
The Americans with Disabilities Act (Public Law 101-336; 42 USC 12101, 12102, 12111-12117,
12131-12134, 12141-12150, 12161-121 65, 1 21 81-1 21 8 9, 12201-12213 47 USC 225 and 47
USC 611.
Uniform Relocation Assistance and Real Property Acquisition Policies Act
The Uniform Relocation Assistance and Real Property Acquisition Policies Act, as amended
(Public Law 91-646, as amended and Public Law 100-17, 101 Stat. 246-256). (If the contractor
is acquiring real property and displacing households or business es in the performance of the
Agreement).
Drug-Free Workplace Act
The Drug-Free Workplace Act (Public Law 100-690 Title V, subtitle D, 41 USC 701 et sea.).
Age Discrimination Act of 1975
The Age Discrimination Act of 1975, 42 U.S.C. Sections 6101 et. seq. and its implementing
regulation, 45 C.F.R. P art 91; Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. 794, as
amended, and implementing regulation 45 C.F.R. Part 84.
23 C.F.R. Part 172
23 C.F.R. Part 172, concerning "Administration of Engineering and Design Related Contracts".
23 C.F.R Part 633
23 C.F.R Part 633, concerning "Required Contr act Provisions for Federal-Aid Construction
Contracts".
23 C.F.R. Part 635
23 C.F.R. Part 635, concerning "Construction and Maintenance Provisions".
Title VI of the Civil Rights Act of 1964 and 162(a) of the Federal Aid Highway Act of 1973
Title VI of the Civil Rights Act of 1964 and 162(a) of the Federal Aid Highway Act of 1973. The
requirements for which are shown in the Nondiscrimination Provisions, which are attached
hereto and made a part hereof.
Nondiscrimination Provisions:
In compliance with Title VI of the Civil Rights Act of 1964 and with Section 162(a) of the Federal
Aid Highway Act of 1973, the Contractor, for itself, its assignees and successors in interest,
agree as follows:
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 com pletion of
the contract work, will not discriminate on the ground of race, color, sex, mental or physical
handicap or national origin in the selecti on 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 subcontra ct, 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 noncom pliance with the nondiscrimination provisions of this
Agreement, the State shall impose such contract sanctions as it or the FHWA may determine
to be appropriate, including, but not limited to: a. Withholding of payments to the Contractor
under the contract until the Contractor complies, and/or b. Cancellation, termination or
suspension of the contract, in whole or in part.
Incorporation of Provisions §22
The Contractor will include the provisions of 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 w ill 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 suc h
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
38. 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://fedoov.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;
Page I of4
1.5.3.A domestic or foreign non-profit organization;
1.5.4.A domestic or foreign for-profit organization; and
1.5.5. A Federal agency, but only a Subrecipient under an Award or Subaward to a non-Federal
entity.
1.6. "Executive" means an officer, managing partner or any other employee in a management position.
1.7. "Federal Award Identification Number(FAIN)" means an Award number assigned by a Federal
agency to a Prime Recipient.
1.8. "FFATA" means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109-
282), as amended by§6202 of Public Law 110-252. FFATA, as amended, also is referred to as the
"Transparency Act."
1.9. "Prime Recipient" means a Colorado State agency or institution of higher education that receives an
Award.
1.10. "Subaward" means a legal instrument pursuant to which a Prime Recipient of Award funds awards
all or a portion of such funds to a Subrecipient, in exchange for the Subrecipient's support in the
performance of all or any portion of the substantive project or program for which the Award was
granted.
1.11. "Subrecipient" means a non-Federal Entity(or a Federal agency under an Award or Subaward to a
non-Federal Entity) receiving Federal funds through a Prime Recipient to support the performance of
the Federal project or program for which the Federal funds were awarded.A Subrecipient is subject to
the terms and conditions of the Federal Award to the Prime Recipient, including program compliance
requirements. The term "Subrecipient" includes and may be referred to as Subgrantee.
1.12. "Subrecipient Parent DUNS Number" means the subrecipient parent organization's 9-digit Data
Universal Numbering System (DUNS) number that appears in the subrecipient's System for Award
Management(SAM) profile, if applicable.
1.13. "Supplemental Provisions" means these Supplemental Provisions for Federally Funded Contracts,
Grants, and Purchase Orders subject to the Federal Funding Accountability and Transparency Act of
2006,As Amended, as may be revised pursuant to ongoing guidance from the relevant Federal or
State of Colorado agency or institution of higher education.
1.14. "System for Award Management(SAM)" means the Federal repository into which an Entity must
enter the information required under the Transparency Act,which may be found at
http://www.sam.gov.
1.15. "Total Compensation" means the cash and noncash dollar value earned by an Executive during the
Prime Recipient's or Subrecipient's preceding fiscal year and includes the following:
1.15.1. Salary and bonus;
1.15.2. Awards of stock, stock options, and stock appreciation rights, using the dollar amount
recognized for financial statement reporting purposes with respect to the fiscal year in
accordance with the Statement of Financial Accounting Standards No. 123 (Revised
2005) (FAS 123R), Shared Based Payments;
1.15.3. Earnings for services under non-equity incentive plans, not including group life, health,
hospitalization or medical reimbursement plans that do not discriminate in favor of
Executives and are available generally to all salaried employees;
1.15.4. Change in present value of defined benefit and actuarial pension plans;
1.15.5. Above-market earnings on deferred compensation which is not tax-qualified;
1.15.6. Other compensation, if the aggregate value of all such other compensation (e.g.
severance, termination payments, value of life insurance paid on behalf of the employee,
perquisites or property) for the Executive exceeds $10,000.
1.16. "Transparency Act" means the Federal Funding Accountability and Transparency Act of 2006 (Public
Law 109-282), as amended by§6202 of Public Law 110-252. The Transparency Act also is referred
to as FFATA.
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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
is not subject to the terms and conditions of the Federal award. Program compliance requirements do
not pass through to a Vendor.
2. Compliance. Contractor shall comply with all applicable provisions of the Transparency Act and the
regulations issued pursuant thereto, including but not limited to these Supplemental Provisions.Any
revisions to such provisions or regulations shall automatically become a part of these Supplemental
Provisions, without the necessity of either party executing any further instrument. The State of Colorado
may provide written notification to Contractor of such revisions, but such notice shall not be a condition
precedent to the effectiveness of such revisions.
3. System for Award Management(SAM)and Data Universal Numbering System(DUNS) Requirements.
3.1. SAM. Contractor shall maintain the currency of its information in SAM until the Contractor submits the
final financial report required under the Award or receives final payment,whichever is later.
Contractor shall review and update SAM information at least annually after the initial registration, and
more frequently if required by changes in its information.
3.2. DUNS. Contractor shall provide its DUNS number to its Prime Recipient, and shall update
Contractor's information in Dun & Bradstreet, Inc. at least annually after the initial registration, and
more frequently if required by changes in Contractor's information.
4. Total Compensation. Contractor shall include Total Compensation in SAM for each of its five most highly
compensated Executives for the preceding fiscal year if:
4.1. The total Federal funding authorized to date under the Award is $25,000 or more;and
4.2. In the preceding fiscal year, Contractor received:
4.2.1. 80% or more of its annual gross revenues from Federal procurement contracts and
subcontracts and/or Federal financial assistance Awards or Subawards subject to the
Transparency Act; and
4.2.2. $25,000,000 or more in annual gross revenues from Federal procurement contracts and
subcontracts and/or Federal financial assistance Awards or Subawards subject to the
Transparency Act; and
4.3. The public does not have access to information about the compensation of such Executives through
periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C.
78m(a), 78o(d) or§ 6104 of the Internal Revenue Code of 1986.
5. Reporting. Contractor shall report data elements to SAM and to the Prime Recipient as required in§7
below if Contractor is a Subrecipient for the Award pursuant to the Transparency Act. No direct payment
shall be made to Contractor for providing any reports required under these Supplemental Provisions and the
cost of producing such reports shall be included in the Contract price. The reporting requirements in§7
below are based on guidance from the US Office of Management and Budget(OMB), and as such are
subject to change at any time by OMB. Any such changes shall be automatically incorporated into this
Contract and shall become part of Contractor's obligations under this Contract, as provided in §2 above.
The Colorado Office of the State Controller will provide summaries of revised OMB reporting requirements
at http://www.colorado.aov/dpa/dfp/sco/FFATA.htm.
6. Effective Date and Dollar Threshold for Reporting.The effective date of these Supplemental Provisions
apply to new Awards as of October 1, 2010. Reporting requirements in §7 below apply to new Awards as of
October 1, 2010, if the initial award is$25,000 or more. If the initial Award is below$25,000 but subsequent
Award modifications result in a total Award of$25,000 or more, the Award is subject to the reporting
requirements as of the date the Award exceeds$25,000. If the initial Award is $25,000 or more, but funding
is subsequently de-obligated such that the total award amount falls below$25,000, the Award shall continue
to be subject to the reporting requirements.
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7. Subrecipient Reporting Requirements. If Contractor is a Subrecipient, Contractor shall report as set forth
below.
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.
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