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HomeMy WebLinkAboutbocc.con.159.2011 CONTRACT #111-11( RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS OF PITHIN COUNTY, COLORADO, APPROVING AN AGREEMENT WITH THE COLORADO DEPARTMENT OF TRANSPORTATION SCENIC BYWAY GRANT RESOLUTION NO. (9/ -2011 WHEREAS, the Pitkin County Board of County Commissioners (BOCC) and Open Space and Trails Board desires to renovate Elk Park located in the Crystal River valley for the purpose of creating education, information, parking, and recreation at the entrance to Redstone; and WHEREAS, Pitkin County submitted a grant transfer application to the Colorado Department of Transportation (CDOT) for $124,900 for the creation of a visitor center with education and information signage, parking, and recreation amenities and was awarded this request on May 3, 2011, subject to a grant agreement with CDOT (CDOT SAP PO #: 291001005); WHEREAS, the Pitkin County Open Space and Trails Board has conceptually agreed to that cash match requirement of $31,225, and these funds are available subject to a formal budget appropriation prior to expenditures pursuant to the grant. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Pitkin County, Colorado that: 1.) Upon approval of the form by the Open Space Director and County Attorney, the Chair is authorized to execute the Grant Agreement. 2.) This resolution is to be in full force and effect from and after its passage and approval. INTRODUCED, FIRST READ, AND SET FOR PUBLIC HEARING ON THE 13th DAY OF JULY, 2011. NOTICE OF PUB C HEARING PUBLISHED IN THE ASPEN TIMES WEEKLY ON ' HE - /7DAY OF r c/ , 2011. ADOPTED AFTER FINAL READING AND PUBLIC HEARING ON THE 27th DAY OF JULY, 2011. PUBLISHED BY TITLE AND SHORT SU RY, AFTER ADOPTION, IN THE ASPEN TIMES WEEKLY ON THEZE DAY OF U6-ij r , 2011. ATTES BOARD OF COUNTY COMMISSIONERS # OF PITICIN OUNTY, COLO ' > 1 O By 1 l ( A l By:---- Jeanet r Jones Rachel E. r ichards, Chairwom Depu County Clerk I 3 0�� 1 Date: 7- 5t 777 APPROVED AS TO FORM: John y 'our •• • ttor Dale Will, Director Open Space & Trails Program MANAGER APPROVAL: on Peac c ounty Manager 4 CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -HTD -31201 DRAFT STATE OF COLORADO Colorado Department of Transportation Division of Transportation Development Scenic Byways Grant Agreement with PITKIN COUNTY TABLE OF CONTENTS 1. PARTIES 1 2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY 1 3. RECITALS 2 4. DEFINITIONS 2 5. TERM 3 6. SCOPE OF WORK 3 7. PAYMENTS TO GRANTEE 4 8. REPORTING - NOTIFICATION 5 9. GRANTEE RECORDS 5 10. CONFIDENTIAL INFORMATION -STATE RECORDS 6 11. CONFLICTS OF INTEREST 7 12. REPRESENTATIONS AND WARRANTIES 7 13. INSURANCE 7 14. BREACH 9 15. REMEDIES 9 16. NOTICES and REPRESENTATIVES 11 17. RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE 11 18. GOVERNMENTAL IMMUNITY 11 19. STATEWIDE CONTRACT MANAGEMENT SYSTEM 11 20. GENERAL PROVISIONS 12 21. FEDERAL FUNDING ACCOUNTABILITY AND TRANSPARENCY ACT (FFATA) SUPPLEMENTAL PROVISIONS 13 22. COLORADO SPECIAL PROVISIONS 14 23. SIGNATURE PAGE 16 EXHIBIT A (Scope of Work) EXHIBIT B (Option Letter) EXHIBIT C (Required Contract Provisions -FHWA) EXHIBIT D (Federal Requirements) EXHIBIT E (Supplemental Federal Provisions - FFATA) EXHIBIT F (Certificate Regarding Federal Lobbying) EXHIBIT G (Option Letter) EXHIBIT H (Required Contract Provisions -FHWA) EXHIBIT I (Federal Funding Accountability and Transparency Act (FFATA)) EXHIBIT J (Certificate Regarding Federal Lobbying) 1. PARTIES This Grant Agreement (hereinafter called "Grant ") is entered into by and between Pitkin County (hereinafter called "Grantee "), and the STATE OF COLORADO acting by and through the Colorado Department of Transportation, Division of Transportation Development (hereinafter called the "State" or "CDOT"). 2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY This Grant shall not be effective or enforceable until it is approved and signed by the Colorado State Controller or designee (hereinafter called the "Effective Date "). Except as provided in Section 7(B)(v)the SenicBywaysGrant.01.Apr1l — originated from approved OSC Grant template Rev 1/12/11 CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -HTD -31201 State shall not be liable to pay or reimburse Grantee 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 to enter into this Grant exists in CRS § §43 -1 -106; 43 -1 -117; 43 -1 -224; 30 -28 -105; 29 -1 -203; 24- 110 -203, and funds have been budgeted, appropriated and otherwise made available, pursuant to 23 USC 162, and a sufficient unencumbered balance thereof remains available for payment. Required approvals, clearance and coordination have been accomplished from and with appropriate agencies. 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 Grant. C. Purpose The "Safe, Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users" of 2005 (SAFETEA -LU) has continued the institution of the "National Scenic Byways Grant Program," which offers federal financial assistance for designated sceinc byways through a grant program for carrying out eligible projects on highways which the State has designated as scenic byways. The Colorado Scenic and Historic Byways Commission, created by Executive Order on March 16, 1989 for the purpose of guiding the Colorado Scenic and Historic Byways Program, together with the Colorado Transportation Commission, have developed criteria and approved the designation of twenty -five scenic and histroic byways throughout the State. D. References All references in this Grant 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. Budget "Budget" means the budget for the Work described in Exhibit A. B. Evaluation "Evaluation" means the process of examining Grantee's Work and rating it based on criteria established in this grant. C. Exhibits and other Attachments The following are attached hereto and incorporated by reference herein: Exhibit A (Scope of Work), Exhibit B (Supplemental Requirements for Exhibit A), Exhibit C (Payments and Billing), Exhibit D (Program Reporting - Notification- Monitoring Requirements), Exhibit E (Records- additional provisions), Exhibit F (Local Entity Payment Checklist), Exhibit G (Option Letter), Exhibit II (Required Contract Provisions- FHWA), EDIT I (Federal Funding Accountability and Transparency Act (FFATA), Exhibit J (Certificate Regarding Federal Lobbying). D. Goods "Goods" means tangible material acquired, produced, or delivered by Grantee either separately or in conjunction with the Services Grantee renders hereunder. E. Grant "Grant" means this Grant, its terms and conditions, attached exhibits, documents incorporated by reference under the terms of this Grant, and any future modifying agreements, exhibits, attachments or references incorporated herein pursuant to Colorado State law, Fiscal Rules, and State Controller Policies. F. Grant Funds "Grant Funds" means available funds payable by the State to Grantee pursuant to this Grant. ScenicBywaysGrant.01.Apr11 — originated from approved OSC Grant template Rev 1/12/11 Page 2 CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: l I -HTD -31201 G. Manual "Manual" refers to the Byways Job Manual. H. Party or Parties "Party" means the State or Grantee and "Parties" means both the State and Grantee. I. Program "Program" means the Scenic Byways grant program that provides the funding for this Grant. J. Review "Review" means examining Grantee's Work to ensure that it is adequate, accurate, correct and in accordance with the criteria established in §6and Exhibit A. K. Services "Services" means the required services to be performed by Grantee pursuant to this Grant. L. Subgrantee "Subgrantee" means third parties, if any, engaged by Grantee to aid in performance of its obligations. M. Work "Work" means the tasks and activities Grantee is required to perform to fulfill its obligations under this Grant and Exhibit A, including the performance of the Services and delivery of the Goods. N. Work Product "Work Product" means the tangible or intangible results of Grantee'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 A. Initial Term -Work Commencement The Parties respective performances under this Grant shall commence on the Effective Date. This Grant shall terminate on September 30, 2013, unless sooner terminated or further extended as specified elsewhere herein. B. Two Month Extension The State, at its sole discretion upon written notice to Grantee as provided in §16, may unilaterally extend the term of this Grant for a period not to exceed two months if the Parties are negotiating a replacement Grant (and not merely seeking a term extension) at or near the end of any initial term or any extension thereof. The provisions of this Grant in effect when such notice is given, including, but not limited to prices, rates, and delivery requirements, shall remain in effect during the two month extension. The two - month extension shall immediately terminate when and if a replacement Grant is approved and signed by the Colorado State Controller. C. State's Option to Extend The State may require continued performance for a period of one year at the same rates and same terms specified in the Grant. If the State exercises this option, it shall provide written notice to Grantee at least 30 days prior to the end of the current Grant term in form substantially equivalent to Exhibit B. If exercised, the provisions of the Option Letter shall become part of and be incorporated into this Grant. The total duration of this Grant, including the exercise of any options under this clause, shall not exceed three years." 6. SCOPE OF WORK A. Completion Grantee shall complete the Work and its other obligations as described herein and in Exhibit A on or before September 30, 2013. The State shall not be liable to compensate Grantee for any Work performed prior to the Effective Date or after the termination of this Grant. B. Goods and Services Grantee shall procure Goods and Services necessary to complete the Work. Such procurement shall be accomplished using the Grant Funds and shall not increase the maximum amount payable hereunder by the State. ScenicBywaysGrant.O1.AprI 1— originated from approved OSC Grant template Rev 1/12/11 Page 3 CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -HTD -31201 C. Employees All persons employed by Grantee or Subgrantees shall be considered Grantee's or Subgrantees' employee(s) for all purposes hereunder and shall not be employees of the State for any purpose as a result of this Grant. D. Federal Laws, Rules and Regulations Because the Grant Funds involve federal funding, Grantee understands and agrees that federal laws, rules and regulations will control the Work and its implementation. Unless a written waiver is granted, Grantee agrees to comply with all required federal laws, rules and regulations applicable to the Work, in addition to all State laws and their implementating regulations as they currently exist and may hereafter be ammended. 7. PAYMENTS TO GRANTEE The State shall, in accordance with the provisions of this §7, pay Grantee in the following amounts and using the methods set forth below: A. Maximum Amount The maximum amount payable under this Grant to Grantee by the State is $124,900, as determined by the State from available funds. Grantee agrees to provide any additional funds required for the successful completion of the Work. Payments to Grantee are limited to the unpaid obligated balance of the Grant as set forth in Exhibit A. The maximum amount payable by the State to Grantee during each State fiscal year of this Grant shall be: G/L Account: 4231200011 CO Area: 1000 I Fund: 400 Company Code: 1000 Vendor Number. 2000077 Functional Area 3401 Funds Center DT510 -010 Catalog Federal Domestic Assistance Number (CFDA) 20.205 State Fiscal Year: 2011 Total Encumbered Contract Amount: $156,125 Line Item: 10 WBS Federal Amount Total: $124,900 Local Amount Total: $31,225 17228.15.02 B. Payment i. Advance, Interim and Final Payments Any advance payment allowed under this Grant, or in Exhibit A shall comply with State Fiscal Rules and be made in accordance with the provisions of this Grant or such Exhibit. Grantee shall initiate any payment requests by submitting invoices to the State in the form and manner set forth and 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 Grantee previously accepted by the State. Uncontested amounts not paid by the State within 45 days may, if Grantee so requests, 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. Grantee shall invoice the State separately for accrued interest on delinquent amounts. The billing shall reference the delinquent payment, the number of day's interest to be paid and the interest rate. iii. Available Funds - Contingency - Termination The State is prohibited by law from making fiscal commitments beyond the term of the State's current fiscal year. Therefore, Grantee's compensation is contingent upon the continuing availability of State appropriations as provided in the Colorado Special Provisions, set forth below. If federal funds are used with this Grant in whole or in part, the State's performance hereunder is contingent upon the continuing availability of such funds. Payments pursuant to this Grant shall be made only from available funds encumbered for this Grant 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 Grant, the State may immediately terminate this Grant in whole or in part without further liability in accordance with the provisions herein. ScenicBywaysGrant.01.Apr11 — originated from approved OSC Grant template Rev 1/12/11 Page 4 CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -HTD -31201 iv. Erroneous Payments At the State's sole discretion, payments made to Grantee in error for any reason, including, but not limited to overpayments or improper payments, and unexpended or excess finds received by Grantee, may be recovered from Grantee by deduction from subsequent payments under this Grant or other Grants, grants or agreements between the State and Grantee or by other appropriate methods and collected as a debt due to the State. Such funds shall not be paid to any person or entity other than the State. C. Use of Funds Grant Funds shall be used only for eligible costs identified herein and/or in the Budget.. D. Matching Funds Grantee shall provide matching funds as provided in Exhibit A. E. Payment Compliance All Grant reimbursements shall comply with Title 49 Part 18 of the Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments. Additionally, Grantee shall only be reimbursed for costs allowable under 2 CFR Part 125, Appendix A. 8. REPORTING - NOTIFICATION Reports, Evaluations, and Reviews required under this §8 shall be in accordance with the procedures of and in such form as prescribed by the State and in accordance with § 19, if applicable. A. Performance, Progress, Personnel, and Funds Grantee shall submit a report to the State upon expiration or sooner termination of this Grant, containing an Evaluation and Review of Grantee's performance and the final status of Grantee's obligations hereunder. In addition, Grantee shall comply with all reporting requirements, if any, set forth in the Manual and/or this Grant. B. Litigation Reporting Within 10 days after being served with any pleading in a legal action filed with a court or administrative agency, related to this Grant or which may affect Grantee's ability to perform its obligations hereunder, Grantee 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's principal representative is not then serving, such notice and copies shall be delivered to the Executive Director of CDOT. C. Noncompliance Grantee's failure to provide reports and notify the State in a timely manner in accordance with this §8 may result in the delay of payment of funds and/or termination as provided under this Grant. D. Subgrants Copies of any and all subgrants entered into by Grantee to perform its obligations hereunder shall be submitted to the State or its principal representative upon request by the State. Any and all subgrants entered into by Grantee related to its performance hereunder shall comply with all applicable federal and State laws and shall provide that such subgrants be governed by the laws of the State of Colorado. 9. GRANTEE RECORDS Grantee shall make, keep, maintain and allow inspection and monitoring of the following records: A. Maintenance Grantee 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. Grantee shall maintain such records until the last to occur of the following: (i) a period of three years after the date this Grant is completed or terminated, or (ii) 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 Grantee has received notice that an audit is pending, then until such audit has been completed and its fmdings have been resolved (the "Record Retention Period "). ScenicBywaysGrant.01.Aprl 1— originated from approved OSC Grant template Rev 1/12/11 Page 5 CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -HTD -31201 B. Inspection Grantee 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 Grantee's records related to this Grant during the Record Retention Period for a period of three years following termination of this Grant or fmal payment hereunder, whichever is later, to assure compliance with the terms hereof or to evaluate Grantee's performance hereunder. The State reserves the right to inspect the Work at all reasonable times and places during the term of this Grant, including any extension. If the Work fails to conform to the requirements of this Grant, the State may require Grantee promptly to bring the Work into conformity with Grant requirements, at Grantee's sole expense. If the Work cannot be brought into conformance by re- performance or other corrective measures, the State may require Grantee to take necessary action to ensure that future performance conforms to Grant requirements and exercise the remedies available under this Grant, at law or inequity in lieu of or in conjunction with such corrective measures. C. Monitoring Grantee shall permit the State, the federal government, and other governmental agencies having jurisdiction, in their sole discretion, to monitor all activities conducted by Grantee pursuant to the terms of this Grant 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 monitoring controlled by the State shall be performed in a manner that shall not unduly interfere with Grantee's performance hereunder. D. Final Audit Report If an audit is performed on Grantee's records for any fiscal year covering a portion of the term of this Grant, Grantee shall submit a copy of the final audit report to the State or its principal representative at the address specified herein. 10. CONFIDENTIAL INFORMATION - STATE RECORDS Grantee shall comply with the provisions of this §10 if it becomes privy to confidential information in connection with its performance hereunder. Confidential information, includes, but is not necessarily limited to, any State records, personnel records, and information concerning individuals. Such information shall not include information required to be disclosed pursuant to the Colorado Open Records Act, CRS. §24 -72 -101 et seq. A. Confidentiality Grantee 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 Grantee shall be immediately forwarded to the State's principal representative. B. Notification Grantee shall notify its agent, employees, Subgrantees, 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 Grantee or its agents in any way, except as authorized by this Grant or approved in writing by the State. Grantee 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 Grantee or its agents, except as permitted in this Grant or approved in writing by the State. D. Disclosure - Liability Disclosure of State records or other confidential information by Grantee for any reason may be cause for legal action by third parties against Grantee, the State or their respective agents. Grantee 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 Grantee, or its employees, agents, Subgrantees, or assignees pursuant to this §10. ScenicBywaysGrant.01.Apr11 — originated from approved OSC Grant template Rev 1/12/11 Page 6 CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -HTD -31201 11. CONFLICTS OF INTEREST Grantee 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 Grantee's obligations hereunder. Grantee acknowledges that with respect to this Grant, even the appearance of a conflict of interest is harmful to the State' s interests. Absent the State's prior written approval, Grantee shall refrain from any practices, activities or relationships that reasonably appear to be in conflict with the full performance of Grantee's obligations to the State hereunder. If a conflict or appearance exists, or if Grantee is uncertain whether a conflict or the appearance of a conflict of interest exists, Grantee 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 Grant. 12. REPRESENTATIONS AND WARRANTIES Grantee makes the following specific representations and warranties, each of which was relied on by the State in entering into this Grant. A. Standard and Manner of Performance Grantee shall perform its obligations hereunder in accordance with the highest standards of care, skill and diligence in the industry, trades or profession and in the sequence and manner set forth in this Grant. 13. Legal Authority — Grantee and Grantee's Signatory Grantee warrants that it possesses the legal authority to enter into this Grant 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 Grant, or any part thereof, and to bind Grantee to its terms. If requested by the State, Grantee shall provide the State with proof of Grantee's authority to enter into this Grant within 15 days of receiving such request. C. Licenses, Permits, Etc. Grantee 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. Grantee warrants that it shall maintain all necessary licenses, certifications, approvals, insurance, permits, and other authorizations required to properly perform this Grant, without reimbursement by the State or other adjustment in Grant Funds. Additionally, all employees and agents of Grantee performing Services under this Grant shall hold all required licenses or certifications, if any, to perform their responsibilities. Grantee, 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 Grantee to properly perform the terms of this Grant shall be deemed to be a material breach by Grantee and constitute grounds for termination of this Grant. 13. INSURANCE Grantee and its Subgrantees shall obtain and maintain insurance as specified in this section at all times during the term of this Grant: All policies evidencing the insurance coverage required hereunder shall be issued by insurance companies satisfactory to Grantee and the State. A. Grantee i. Public Entities If Grantee is a "public entity" within the meaning of the Colorado Governmental Immunity Act, CRS §24 -10 -101; et seq., as amended (the "GIA "), then Grantee shall maintain at all times during the tens of this Grant such liability insurance, by commercial policy or self - insurance, as is necessary to meet its liabilities under the GIA. Grantee shall show proof of such insurance satisfactory to the State, if requested by the State. Grantee shall require each Grant with Subgrantees that are public entities, providing Goods or Services hereunder, to include the insurance requirements necessary to meet Subgrantee's liabilities under the GIA. i ScenicBywaysGrant.O1.Apr11— originated from approved OSC Grant template Rev 1/12/11 Page 7 CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -HTD -31201 ii. Non - Public Entities If Grantee is not a "public entity" within the meaning of the GIA, Grantee shall obtain and maintain during the term of this Grant insurance coverage and policies meeting the same requirements set forth in §13(B) with respect to Subgrantees that are not "public entities ". B. Grantee and Subgrantees Grantee shall require each Grant with Subgrantees, other than those that are public entities, providing Goods or Services in connection with this Grant, to include insurance requirements substantially similar to the following: i. Worker's Compensation Worker's Compensation Insurance as required by State statute, and Employer's Liability Insurance covering all of Grantee and Subgrantee employees acting within the course and scope of their employment. 0. 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 contractual liability, personal injury, and advertising liability with minimum limits as follows: (a) $1,000,000 each occurrence; (b) $1,000,000 general aggregate; (c) $1,000,000 products and completed operations aggregate; and (d) $50,000 any one fire. If any aggregate limit is reduced below $1,000,000 because of claims made or paid, Subgrantee shall immediately obtain additional insurance to restore the full aggregate limit and furnish to Grantee a certificate or other document satisfactory to Grantee showing compliance with this provision. ill. 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 Grantee and the State shall be named as additional insured on the Commercial General Liability and Automobile Liability Insurance policies (leases and construction Grants require additional insured coverage for completed operations on endorsements CG 201011/85, CG 2037, or equivalent). v. Primacy of Coverage Coverage required of Grantee and Subgrantees shall be primary over any insurance or self - insurance program carried by Grantee 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 Grantee and Grantee shall forward such notice to the State in accordance with §16 (Notices and Representatives) within seven days of Grantee's receipt of such notice. vii. Subrogation Waiver All insurance policies in any way related to this Grant and secured and maintained by Grantee or its Subgrantees as required herein shall include clauses stating that each carrier shall waive all rights of recovery, under subrogation or otherwise, against Grantee or the State, its agencies, institutions, organizations, officers, agents, employees, and volunteers. C. Certificates Grantee and all Subgrantees shall provide certificates showing insurance coverage required hereunder to the State within seven business days of the Effective Date of this Grant. No later than 15 days prior to the expiration date of any such coverage, Grantee and each Subgrantee shall deliver to the State or Grantee certificates of insurance evidencing renewals thereof, In addition, upon request by the State at any other time during the teen of this Grant or any subgrant, Grantee and each Subgrantee shall, within 10 days of such request, supply to the State evidence satisfactory to the State of compliance with the provisions of this §13. ScenicBywaysGrant.O1.Apr11— originated from approved OSC Grant template Rev 1/12/11 Page 8 CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -HTD -31201 14. BREACH A. Defined In addition to any breaches specified in other sections of this Grant, 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. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Grantee, or the appointment of a receiver or similar officer for Grantee or any of its property, which is not vacated or fully stayed within 20 days after the institution or occurrence thereof, shall also constitute 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 §16. 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 §15. 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 Grant in whole or in part if reasonably necessary to preserve public safety or to prevent immediate public crisis. 15. REMEDIES If Grantee is in breach under any provision of this Grant, the State shall have all of the remedies listed in this §15 in addition to all other remedies set forth in other sections of this Grant following the notice and cure period set forth in § 14(13) provided that the State may terminate pursuant to § 15(13) without a breach. 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 Grantee 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 Grant and in a timely manner, the State may notify Grantee of such non - performance in accordance with the provisions herein. If Grantee thereafter fails to promptly cure such non - performance within the cure period, the State, at its option, may terminate this entire Grant or such part of this Grant 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. Grantee shall continue performance of this Grant to the extent not terminated, if any. 1.) Obligations and Rights To the extent specified in any termination notice, Grantee shall not incur further obligations or render further performance hereunder past the effective date of such notice, and shall terminate outstanding orders and subcontracts with third parties. However, Grantee 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 Grant's terms. At the sole discretion of the State, Grantee shall assign to the State all of Grantee's right, title, and interest under such terminated orders or subgrants. Upon termination, Grantee shall take timely, reasonable and necessary action to protect and preserve property in the possession of Grantee in which the State has an interest. All materials owned by the State in the possession of Grantee shall be immediately returned to the State. All Work Product, at the option of the State, shall be delivered by Grantee to the State and shall become the State's property. 2.) Payments The State shall reimburse Grantee only for accepted performance up to the date of termination. If, after termination by the State, it is determined that Grantee was not in breach or that Grantee'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 Grant had been terminated in the public interest, as described herein. 3.) Damages and Withholding Notwithstanding any other remedial action by the State, Grantee also shall remain liable to the State for any damages sustained by the State by virtue of any breach under this Grant by Grantee and the State may withhold any payment to Grantee for the purpose of mitigating the State's damages, until ScenicBywaysGrant.O1.AprI 1— originated from approved OSC Grant template Rev 1/12/11 Page 9 CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -HTD -31201 such time as the exact amount of damages due to the State from Grantee is determined. The State may withhold any amount that may be due to Grantee 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. Grantee shall be liable for excess costs incurred by the State in procuring from third parties replacement Work, Services or substitute Goods as cover. 11. Early Termination in the Public Interest The State is entering into this Grant for the purpose of carrying out the public policy of the State of Colorado, as determined by its Govemor, General Assembly, and/or courts. If this Grant ceases to further the public policy of the State, the State, in its sole discretion, may terminate this Grant 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 Grant by the State for cause or breach by Grantee, which shall be governed by §15(A) or as otherwise specifically provided for herein. i. Method and Content The State shall notify Grantee of such termination in accordance with §16. The notice shall specify the effective date of the termination and whether it affects all or a portion of this Grant. ii. Obligations and Rights Upon receipt of a termination notice, Grantee shall be subject to and comply with the same obligations and rights set forth in §15(A)(i). iii. Payments If this Grant is terminated by the State pursuant to this §15(B), Grantee shall be paid an amount which bears the same ratio to the total reimbursement under this Grant as the Services satisfactorily performed bear to the total Services covered by this Grant, less payments previously made. Additionally, if this Grant is less than 60% completed, the State may reimburse Grantee for a portion of actual out -of- pocket expenses (not otherwise reimbursed under this Grant) incurred by Grantee which are directly attributable to the uncompleted portion of Grantee's obligations hereunder; provided that the sum of any and all reimbursement shall not exceed the maximum amount payable to Grantee hereunder. C. Remedies Not Involving Termination The State, in its sole discretion, may exercise one or more of the following remedies in addition to other remedies available to it: i. Suspend Performance Suspend Grantee's performance with respect to all or any portion of this Grant pending necessary corrective action as specified by the State without entitling Grantee to an adjustment in price/cost or performance schedule. Grantee 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 Grantee after the suspension of performance under this provision. 11. Withhold Payment Withhold payment to Grantee until corrections in Grantee's performance are satisfactorily made and completed. iii. Deny Payment Deny payment for those obligations not performed, that due to Grantee'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 Grantee's employees, agents, or Subgrantees whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable, or whose continued relation to this Grant is deemed to be contrary to the public interest or not in the State's best interest. v. Intellectual Property If Grantee infringes on a patent, copyright, trademark, trade secret or other intellectual property right while performing its obligations under this Grant, Grantee shall, at the State's option (a) obtain for the State or Grantee the right to use such products and services; (b) replace any Goods, Services, or other SecnicBywaysGrant.Ol.Aprl 1 — originated from approved OSC Grant template Rev 1/12/11 Page 10 CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -HTD -31201 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. 16. 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. State: Lenore Bates Colorado Dept. of Transportation 4201 E. Arkansas Ave. Denver, CO 80222 B. Grantee: Gary Tennennenbaum Pitkin County Open Space and Trails 530 E. Main St. Aspen, CO 81611 17. RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE Grantee agrees to provide to FHWA and CDOT a royalty -free, non - exclusive and irrevocable license to reproduce publish or otherwise use and to authorize others to use the Work Product described herein, for the Federal Government and CDOT purposes. Work Product includes but is not limited to the copyright of any books, publications, or other copyrightable materials (Data, studies, surveys, drawings, maps, models photographs, reports) developed in the course of the funded project. 23 CFR 420.121. 18. 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 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. 19. STATEWIDE CONTRACT MANAGEMENT SYSTEM If the maximum amount payable to Grantee under this Grant is $100,000 or greater, either on the Effective Date or at anytime thereafter, this §19 applies. Grantee agrees to be govemed, 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 Grants and inclusion of Grant performance information in a statewide Contract Management System. Grantee's performance shall be subject to Evaluation and Review in accordance with the terms and conditions of this Grant, State law, including CRS §24 -103.5 -101, and State Fiscal Rules, Policies and Guidance. Evaluation and Review of Grantee's performance shall be part of the normal Grant administration process and Grantee's performance will be systematically recorded in the statewide Contract 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 Grantee's obligations under this Grant shall be determined by the specific requirements of such obligations and shall include factors tailored to match the requirements of Grantee's obligations. Such performance information shall be entered into the statewide ScenicBywaysGrant.O1.Aprl l — originated from approved OSC Grant template Rev 1 /12/11 Page 11 CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -HTD -31201 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 Grant term. Grantee 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 Grantee 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 Grantee and prohibit Grantee from bidding on future Grants. Grantee 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 Grantee, by the Executive Director, upon a showing of good cause. 20. GENERAL PROVISIONS A. Assignment and Subgrants Grantee's rights and obligations hereunder are personal and may not be transferred, assigned or subgranted without the prior, written consent of the State. Any attempt at assignment, transfer, or subgranting without such consent shall be void. All assignments, subgrants, or Subgrantees approved by Grantee or the State are subject to all of the provisions hereof. Grantee shall be solely responsible for all aspects of subgranting arrangements and performance. B. Binding Effect Except as otherwise provided in §20(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 Grant are for convenience of reference only, and shall not be used to interpret, define, or limit its provisions. D. Counterparts This Grant may be executed in multiple identical original counterparts, all of which shall constitute one agreement. E. Entire Understanding This Grant 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 additions, deletions, or other changes hereto shall not have any force or effect whatsoever, unless embodied herein. F. Indemnification- General Grantee 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 Grantee, or its employees, agents, Subgrantees, or assignees pursuant to the tenns of this Grant; however, the provisions hereof shall not be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protection, or other provisions, of the GIA., or the Federal Tort Claims Act, 28 USC 2671 et seq., as applicable, as now or hereafter amended. G. Jurisdiction and Venue All suits, actions, or proceedings related to this Grant shall be held in the State of Colorado and exclusive venue shall be in the City and County of Denver. H. Modification i. By the Parties Except as specifically provided in this Grant, modifications of this Grant shall not be effective unless agreed to in writing by the Parties in an amendment to this Grant, 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 CONTRACTS - TOOLS AND FORMS. i ScenicBywaysGrant.0l.Aprl l — originated from approved OSC Grant template Rev 1/12/11 Page 12 CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -HTD -31201 ii. By Operation of Law This Grant 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 Grant on the effective date of such change, as if fully set forth herein. I. Order of Precedence The provisions of this Grant shall govern the relationship of the Parties. In the event of conflicts or inconsistencies between this Grant and its exhibits and attachments including, but not limited to, those provided by Grantee, such conflicts or inconsistencies shall be resolved by reference to the documents in the following order of priority: i. Federal Laws and Regulations, ii. Colorado Special Provisions, iii. The Provisions of the main body of this Grant, iv. Exhibit A (Scope of Work), v. Exhibit B (Option Letter), and vi. Additional Exhibits in order as they appear. J. Severability Provided this Grant 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. K. Survival of Certain Grant Terms Notwithstanding anything herein to the contrary, provisions of this Grant requiring continued performance, compliance, or effect after termination hereof, shall survive such termination and shall be enforceable by the State if Grantee fails to perform or comply as required. L. 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 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. Grantee shall be solely liable for paying such taxes as the State is prohibited from paying for or reimbursing Grantee for them. M. Third Party Beneficiaries Enforcement of this Grant 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 Grant are incidental to the Grant, and do not create any rights for such third parties. N. Waiver Waiver of any breach of a term, provision, or requirement of this Grant, 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. 21. FEDERAL FUNDING ACCOUNTABILITY AND TRANSPARENCY ACT (FFATA) SUPPLEMENTAL PROVISIONS The Grantee and/or their contractors, subcontractors, and consultants shall at all times during the execution of this Grant strictly adhere to, and comply with, all applicable federal and State laws, and their implementing regulations, as they currently exist and may hereafter be amended. A listing of certain federal and State laws that may be applicable are described in Exhibit I Federal Funding Accountability and Transparency Act (FFATA). THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK ScenicBywaysOrant.0I.Aprl 1— originated from approved OSC Grant template Rev 1/12/11 Page 13 CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -HTD -31201 22. COLORADO SPECIAL PROVISIONS These Special Provisions apply to all Grants except where noted in italics. A. CONTROLLER'S APPROVAL. CRS §24 - 202 (1) This Grant shall not be deemed valid until it has been approved by the Colorado State Controller or designee. B. FUND AVAILABILITY. CRS §24 - 30 - 202(5.5) Financial obligations of the State payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. C. GOVERNMENTAL IMMUNITY No term or condition of this Grant 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 USC §§1346(b) and 2671 et seq., as applicable now or hereafter amended. D. INDEPENDENT CONTRACTOR Grantee shall perform its duties hereunder as an independent contractor and not as an employee. Neither Grantee nor any agent or employee of Grantee shall be deemed to be an agent or employee of the State. Grantee 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 Grantee or any of its agents or employees. Unemployment insurance benefits will be available to Grantee and its employees and agents only if such coverage is made available by Grantee or a third party. Grantee shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this Grant. Grantee shall not have authorization, express or implied, to bind the State to any agreement, liability or understanding, except as expressly set forth herein. Grantee shall (a) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law, (b) provide proof thereof when requested by the State, and (c) be solely responsible for its acts and those of its employees and agents. E. COMPLIANCE WITH LAW Grantee shall strictly comply with all applicable federal and State laws, rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices. F. CHOICE OF LAW Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this grant. 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 Grant, to the extent capable of execution. G. BINDING ARBI1EATION 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 Grant or incorporated herein by reference shall be null and void. H. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00 State or other public funds payable under this Grant shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. Grantee hereby certifies and warrants that, during the term of this Grant and any extensions, Grantee has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that Grantee is in violation of this provision, the State may exercise any remedy available at law or in equity or under this Grant, including, without limitation, immediate termination of this Grant and any remedy consistent with federal copyright laws or applicable licensing restrictions. ScenicBywaysGrant.01.Aprl 1— originated from approved OSC Grant template Rev 1/12/11 Page 14 CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -11TD -31201 I. EMPLOYEE FINANCIAL INTEREST /CONFLICT OF INTEREST. CRS H24 -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 Grant. Grantee has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of Grantee's services and Grantee shall not employ any person having such known interests. J. 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. K. PUBLIC GRANTS 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] Grantee certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this Grant and will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Grant, through participation in the E -Verify Program or the State program established pursuant to CRS §8- 17.5- 102(5)(c), Grantee shall not knowingly employ or contract with an illegal alien to perform work under this Grant or enter into a grant with a Subgrantee that fails to certify to Grantee that the Subgrantee shall not knowingly employ or contract with an illegal alien to perform work under this Grant. Grantee (a) shall not use E -Verify Program or State program procedures to undertake pre- employment seieeiiing of job applicants while this Grant is being performed, (b) shall notify the Subgrantee and the granting State agency within three days if Grantee has actual knowledge that a Subgrantee is employing or contracting with an illegal alien for work under this Grant, (c) shall terminate the subgrant if a Subgrantee 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 Grantee participates in the State program, Grantee shall deliver to the granting State agency, Institution of Higher Education or political subdivision, a written, notarized affirmation, affirming that Grantee has examined the legal work status of such employee, and shall comply with all of the other requirements of the State program. If Grantee fails to comply with any requirement of this provision or CRS §8- 17.5 -101 et seq., the granting State agency, institution of higher education or political subdivision may terminate this Grant for breach and, if so terminated, Grantee shall be liable for damages. L. PUBLIC GRANTS WITH NATURAL PERSONS. CRS §24- 76.5 -101 Grantee, 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 Grant. SPs Effective 1/1/09 THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK ScenicBywaysGrant.01.Aprl 1— originated from approved OSC Grant template Rev 1/12/11 Page 15 CDOT – Division of Transportation Development SAP PO #: 291001005 CMS #: 11 -HTD -31201 23. SIGNATURE PAGE THE PARTIES HERETO HAVE EXECUTED THIS GRANT * Persons signing for Grantee hereby swear and affirm that they are authorized to act on Grantee's behalf and acknowledge that the State is relying on their representations to that effect. GRANTEE STATE OF COLORADO PITKIN COUNTY By: John W. Hickenlooper, Governor � f}C &A - eel - EL e. R /CF f /a l�s Colorado Department of Transportation Print Name of Authorized Individual Donald E. Hunt – Executive Director MAR %M Ho FE DtR 'DTR Title: AR-/�Orietrni rY &/(tff zSS /AflE/� S / � i 0 / /rKM 1 J & nit / / /K!/rlea // By: Dona . un , a . , xe lr ector Print Title of Authorized Indrvid • Signatory avers to the State Controller or delegate that Grantee has _ / not begun perfor nce r that a Statutory Violation waiver has be n r ested under Fiscal Rules *S nature 1:g( Date: 077 - C 6\ Date: D t 2nd Grantee Signature if Needed LEGAL REVIEW By: John W. Suthers, Attorney Gene Print Name of Authorized Individual / By: • Title: Signature - � j ssistant Attorney Gene Print Title of Authorized Individual T — I l — 1 Date: *Signature Date: ALL GRANTS REQUIRE APPROVAL BY THE STATE CONTROLLER CRS §24 -30 -202 requires the State Controller to approve all State Grants. This Grant is not valid until signed and dated below by the State Controller or delegate. Grantee is not authorized to begin performance until such time. If Grantee begins performing prior thereto, the State of Colorado is not obligated to pay Grantee for such performance or for any goods and/or services provided hereunder. STATE CONTROLLER D 1 McDer4 ott, , By: / � — Colora.partment of Transportation Date: ScenicBywaysGrant.01.Aprl 1 — originated from approved OSC Grant template Rev 1/12/11 Page 16 CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -HTD -31201 EXHIBIT A — SCOPE OF WORK Project Location The West Elk Loop Scenic and Historic Byway is located in Southwest Colorado. The byway passes through 5 counties, and the loop encircles the West Elk Mountains. It can be accessed from the north at Colorado State Highways 82 and 133 at the Town of Carbondale, from the east on State Highways 50 or 135 at the City of Gunnison, and from the west on State Highways 133 or 92 at the Town of Hocthkiss. Prominent features include the Black Canyon of the Gunnison National Park, Curecanti National Recreation Area, the Gunnison Gorge National Conservation Area, two state parks, two national forests, five wilderness areas, a national archeological district, and two national historic districts. The Elk Park Visitor Information Center will be located on Highway 133 at the entrance to the Redstone National Historic District. It is 18 miles from the Town of Carbondale and located in Pitkin County. Elk Park is connected to the Redstone National Historic District via a pedestrian bridge. Pitkin County, Garfield County, and the Town of Carbondale have begun the construction of a bicycle and pedestrian trail that is planned to connect Carbondale to Redstone. This is part of a larger trail network that connects to Aspen and Glenwood Springs. Redstone is located in the majestic Crystal River Valley and tourism is critical to the success of Redstone merchants. This location is perfectly suited to a visitor information center since there is a multitude of recreational, cultural, and historical resources located at Redstone. Project Description This project will offer byway travelers general information about the area, interpretive exhibits, historical resources, and recreational opportunities. Interpretation will be varied and provide visitors with information about the storied history of Redstone and the surrounding area, the abundant recreational opportunities available in this area of the byway, and the protected lands around Redstone and the unique natural resources. A management plan for Elk Park has been completed and a conceptual design has been created that locates a visitor information area. This visitor information area will be a central point of information and in the same location of the historic train depot that existed 100 years ago. See Elk Park Conceptual Plan for details. Byway Benefits This project benefits the byway traveler by providing a perfect rest location to learn about the abundant resources surrounding the scenic byway. Currently, there is little information provided to byway travelers in Redstone, which is a main tourist attraction for visitors along the byway. During the planning process for Elk Park it was critical to include an informational center for travelers along the byway. Elk Park is at the junction of Redstone and the byway. Providing a welcoming attraction to get travelers to stop and learn about Redstone and the surrounding area is critical to Redstone's tourist economy. Providing information about the resources along the byway will increase visitor use along the byway as more tourists get to know the amazing amount of opportunities that exist near Redstone. ScenicBywaysGrant.0l.Aprl1— originated from approved OSC Grant template Rev 1/12/11 Exhibit B -1 CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -HTD -31201 Project Summary The Elk Park Visitor Information Center will be located along Highway 133 at the entrance to Redstone, Colorado. Elk Park is owned by Pitkin County and is administered through its Open Space and Trails department. A recently completed management plan, which is attached, illustrates the conceptual location for the visitor center with the necessary parking, trails, and pedestrian access to Redstone. The main goals from that plan are: 41 Activate the use of the park by creating an attractive visitor information area to provide guidance to travelers along the Scenic Byway. Vs Create a new entrance to Redstone by working with the Colorado Department of Transportation to slow down traffic and create safer entrances to Elk Park, Coke Ovens, and Redstone. 1k Provide trails and play areas throughout the entire area of the park and a potential pedestrian bridge and connection to Redstone Boulevard next to the existing main vehicle entrance to Redstone. VI Enhance the riparian areas along the Crystal River and Coal Creek. To accomplish the goals, Pitkin County Open Space and Trails is developing a final plan and cost. The visitor information center will be approximately 900 square feet and most likely be an open air design that uses minimal electricity. There is restroom facilities already located in Redstone Park, which is connected to Elk Park by a pedestrian bridge. The visitor information center will be an attractive structure to lure travelers off the byway with multiple interpretive displays and connections to trails that provide outlooks to Redstone and the Crystal River. It will provide access to Redstone via Redstone Park and the main vehicle entrance on Redstone Boulevard. Elk Park also connects to the Redstone Coke Ovens, which are on the National Historic Register and are due to be restored in 2011, and Pitkin County Open Space and the White River National Forest through Coal Creek Basin. Elk Park is the gateway to all of these historic, cultural, and recreational opportunities. ScenicBywaysGrarrt.0l.Apr11— originated from approved OSC Grant template Rev 1/12/11 Page 2 i CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -HTD -31201 Work Plan Start Responsible Milestone/Task Date Duration Party Justification Establish funding Award agreement with state Date Ptkin County, Redstone Complete Final Pan 4/1/11 Planning for Elk Park Committee, Develop a final plan for the visitor center and park This will Byway provide construction level plans and obtain lend use 5 Months Committee approval. Pitkin County, Byway Hire Interpretive 6/15/11 Committee, Pitkin County with the asstence from the byway and Consultants Redstone Redstone Panning Committee will hire interpretive Planning consultants to design, fabricate, and install the interpretive 1 month Committee displays. Pitkin County will work to assemble an atterpretive Design auerpretive committee consiting of byway committee members, lays 7/15/11 Pitkin County, Redstone Planing Committee members, Redstone Historical Disp atterpretive Association member, and community members to work with 3 months Committee the consultants to design the interpretive displays. Pitkin County, interpretive Review of 11/1/11 firm, and Interpretive Designs interpretive Work with consulting fro to choose the signage and send to 2 months committee production_ Release Request for Proposals for Construction of Visitor Use Center Choose a contractor to construct the Visitor Use Center and 2/1/12 2 months Pitkin County associated parking area and trails. Construct Visitor Use Center and ammenities 4/15/12 4 months Ptkin County Construction will begin once the weather condltions allow Interpretive firm Install exhibits and Pitkin The interpretive firm wig coordinate with Pitkin County and 6/15/12 2 months County the construction contractor to instal ehltts. Byway Once the project is essentially complete the Byway Grand Openag Committee and Committee with Pitkin County will plan a grand opening with 8/15/12 1 month Pitkin County all the partners. Project Completion 9/30/12 1 month Pitkin County Close an contracts on project and begin anywarrenty periods. ScenicBywaysGrant.01.Aprl 1 — originated from approved OSC Grant template Rev 1/12/11 Page 3 CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -HTD -31201 Budget Cost Breakdown Description Total Cost Requested Match Interpretive Exhibits 519,500.00 515,600.00 53,900.00 Visitor Use Center 575,000.00 560,000.00 515,000.00 Parking Area 518,000.00 514,400.00 53,600.00 Trails 515,000.00 512,000.00 53,000.00 Landscaping 517,000.00 513,600.00 53,400.00 Exterior Exhibits 511,625.00 59,300.00 52,325.00 Total $156,125.00 $124,900.00 531,225.00 ScenicBywaysGrant.01.Aprl 1 — originated from approved OSC Grant template Rev 1/12/11 Page 4 CDOT - Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -HTD -31201 laa sm�m A -133 Single Audit Certification Form The Colorado Department of Transportation (CDOT) and its sub - recipients are subject to the requirements of the Office of Management and Budget (OMB) Circular A -133: Audits of States, Local Governments and Nonprofit Organizations. CDOT is required to monitor our sub- reciplents of federal awards and determine whether they have met the audit requirements and are in compliance with federal laws and regulations. Accordingly, and to update ow records, please fill out this information below, check the appropriate box, sign, and date. Entity Information: Entity Name & Address Fiscal Year Ending Pitkin County, Colorado (mn✓dcl/wwl 530E Main, Ste 201 12/31/2010 Aspen, CO 81611 Pithy Representative nal John Redmond Finance Director Telephone Fsx gRigil 970 970 john.redmond @co.pftkln.co.us Independent Auditor Information: Firm Name and Address Edo Baby 440 Indiana St., Ste. 200 Golden, CO 80401 -5021 CPA Name Telephone Klmbedey K. Higgins 877-882-7929/303-986-2454 fax fa,/ 303-980-5029 khiggins ©eidebellly.com Check appropriate box. 1Y / Our entity Js subject to the A -133 Single Audit/A -133 requirements, as our agency expended $500,000 or more in total Federal awards for the fiscal year ending noted above. We will submit our audit report to the Colorado Department of Transportation no later than July 31" unless we have received an estenslon from the Office of the State Auditor, to the address provided below. n Our entity Is exempt from the Single Audit/A -133 requirements. We will submit our annual financial statements, and any associated audits or reviews, to the Colorado Department of Transportation no later than July 31" Q Our entity expended less than $500,000 In total federal awards for the fiscal year noted above. Q Our entity is a for - profit organization and is not subject to the A -133 requirements. Certification: Entity Representative's Signature Ogg -241 Return is completed form by July 31" to: Colorado Department of Transportation Audit Division, Attn: A -133 4201 B. Arkansas Avenue, Shumate Bldg. r ! z ? ax : Use Print Form to Mall, Fax or Scan Denver, CD 80222 Email: CDOTAI IDITQldot.state.co.ug Phone: 303-757-9687 / Fax: 303-757-9671 ' i`t I Ili, :`^ Use Submit If you use Adobe Professional Ratted Jose 2010 ScenicBywaysGrant.01.Aprl 1 - originated from approved OSC Grant template Rev 1/12/11 Page 5 CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -HTD -31201 EXIIIBIT B — SUPPLEMENTAL REQUIREMENTS FOR EXHIBIT A A. Work Per 23 C.F.R. 420.111, GRANTEE shall complete the Work and other obligations as described herein and Exhibit A. Work performed prior to the Effective Date or after the Termination Date shall not be considered part of the Work. The Scope of Work shall include an estimation of anticipated benefits from each program submitted, a Budget, the activity purpose, objectives, major tasks, timeline of expected completion, and an Evaluation process to determine the success of each activity stated in the Scope of Work. B. Notice GRANTEE shall not commence Work to be completed in the Scope until the date specified by a written notice, which may be electronic, and shall complete the Work within the period specified in the Grantee unless the period or terms thereof' are extended according to this Grantee. C. Personnel GRANTEE shall take all reasonable steps to carry out all activities described and identified in the Scope of Work. GRANTEE shall be responsible to select staff/Consultant Services in compliance with all applicable federal procurement iequirements including 23 CFR 172 and 49 CFR Part 18. Any Request for Proposal (RFP) used by GRANTEE to secure Consultant Services must be reviewed by CDOT before GRANTEE releases the RFP. CDOT shall have 15 calendar days from the date of receiving the RFP in which to return comments. Responses to CDOT's comments will be provided by GRANTEE within 15 calendar days of receipt of the comments. GRANTEE shall notify CDOT in writing before executing any contract for Consultant Services which utilizes program funding. D. Scope Amendment GRANTEE shall amend the Scope of Work, in accordance with the terms of this contract, when: 1.) Adding or deleting funds from the Scope of Work Budget. 2.) Adding or deleting substantial portions of Scope of Work activities. Additional Federal laws and regulations that may be applicable to the Work include: E. The "Uniform Administrative Requirements for Grants 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: 1.) the Sub Grantee/Contractor shall follow applicable procurement procedures, as required by section 18.36(d); 2.) the Sub Grantee/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; 3.) the Sub Grantee/Contractor shall comply with section 18.37 concerning any subgrants; 4.) to expedite any CDOT approval, the Sub Grantee/Contractor's attorney, or other authorized representative, shall also submit a letter to CDOT certifying Grantee/Contractor compliance with section 18.30 changes procedures, and with 18.36(d) procurement procedures, and with 18.37 subgrant procedures, as applicable; 5.) the Sub Grantee/Contractor shall incorporate the specific contract provisions described in 18.36(i) (which are also deemed incorporated herein) into any subcontract(s) for such services as terms and conditions of those subcontracts. SccnicBywaysGrant.01.Aprl1 — originated from approved OSC Grant template Rev 1/12/11 Page 6 CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -HTD -31201 F. Executive Order 11246 of September 24, 1965 entitled "Equal Employment Opportunity," as amended by Executive Order 11375 of October 13, 1967 and as supplemented in Department of Labor regulations (41 CFR Chapter 60) (All construction contracts awarded in excess of $10,000 by grantees and their contractors or subgrantees). G. The Copeland "Anti- Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3) (All contracts and subgrants for construction or repair). II. 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 grantees and subgrantees when required by Federal grant 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). I. 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 grantees and subgrantees in excess of $2,000, and in excess of $2,500 for other contracts which involve the employment of mechanics or laborers). J. 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 subgrants of amounts in excess of $100,000). K. 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). L. Office of Management and Budget Circulars A -87, A -21 or A -122, and A -102 or A -110, whichever is applicable. M. 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. N. 42 USC 6101 et sea. 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; O. The Americans with Disabilities Act (Public Law 101 -336; 42 USC 12101, 12102, 12111 - 12117, 12131- 12134, 12141 - 12150, 12161- 12165, 12181- 12189, 12201 -12213 47 USC 225 and 47 USC 611. P. The Uniform Relocation Assistance and Real Property Acquisition Policies Act, as amended (Public Law 91 -646, as amended and Public Law 100 -17, 101 Stat. 246 -256). (If the contractor is acquiring real property and displacing households or businesses in the performance of this contract.) Q. The Drug -Free Workplace Act (Public Law 100 -690 Title V, subtitle D, 41 USC 701 et sea.). ScenicBywaysGrant.01.Apr11— originated from approved OSC Grant template Rev 1/12/11 Page 7 CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -HTD -31201 R. The Age Discrimination Act of 1975, 42 U.S.C. Sections 6101 et. seq. and its implementing regulation, 45 C.F.R. Part 91; Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. 794, as amended, and implementing regulation 45 C.F.R. Part 84. S. 23 C.F.R. Part 172, concerning "Administration of Engineering and Design Related Contracts ". T. 23 C.F.R Part 633, concerning "Required Contract Provisions for Federal -Aid Construction Contracts ". U. 23 C.F.R. Part 635, concerning "Construction and Maintenance Provisions ". V. 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. W. 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: 1. 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 Regulation Part 21, hereinafter referred to as the "Regulations "), which are herein incorporated by reference and made a part of this contract. 2. Nondiscrimination. The Contractor, with regard to the work performed by it after award and prior to completion of the contract work, will not discriminate on the ground of race, color, sex, mental or physical handicap or national origin in the selection and retention of Subcontractors, including procurement of materials and leases of equipment. The Contractor will not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix C of the Regulations. 3. Solicitations for Subcontracts, Including Procurement of Materials and Equipment. In all solicitations either by competitive bidding or negotiation made by the Contractor for work to be performed under a subcontract, including procurement of materials or equipment, each potential Subcontractor or supplier shall be notified by the Contractor of the Contractor's obligations under this contract and the Regulations relative to nondiscrimination on the ground of race, color, sex, mental or physical handicap or national origin. 4. 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. ScenicBywaysGrant.Ol.Aprl 1— originated from approved OSC Grant template Rev 1/12/11 Page 8 CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -HTD -31201 5. Sanctions for Noncompliance. In the event of the Contractor's noncompliance with the nondiscrimination provisions of this contract, 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. 6. Incorporation of Provisions. The Contractor will include the provisions of paragraphs A through F in every subcontract, including procurement of materials and leases of equipment, unless exempt by the Regulations, orders, or instructions issued pursuant thereto. The Contractor will take such action with respect to any subcontract or procurement as the State or the FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance; provided, however, that, in the event the Contractor becomes involved in, or is threatened with, litigation with a Subcontractor or supplier as a result of such direction, the Contractor may request the State to enter into such litigation to protect the interest of the State and in addition, the Contractor may request the FHWA to enter into such litigation to protect the interests of the United States. THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK ScenicBywaysGrant.01.Aprl1— originated from approved OSC Grant template Rev 1/12/11 Page 9 CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -HTD -31201 EXHIBIT C — PAYMENTS AND BILLING CDOT shall, in accordance with the provisions of §7, pay Grantee in the amounts and using the methods set forth below: A. Basis and Maximum Amount The maximum amount payable under this grant by CDOT is $124,900 (For CDOT accounting purposes, the Byways federal funds of $124,900 and Grantee local matching funds of $31,225 will be encumbered for a total encumbrance of $156,125), unless such amount is increased by an appropriate written modification to this contract executed before any increased cost is incurred. It is understood and agreed by the parties hereto that the total cost of the Work stated herein is the best estimate available, based on the project as approved at the time of execution of this contract, and that such cost may be subject to revisions. The matching ratio for the federal participating funds for this project is 80% Byway federal funds to 20% Agency funds, it being understood that such ratio applies only to the $156,125 ($124,900 Federal Funds and $31,225 Grantee Local Matching Funds) that is eligible for federal participation, it being further understood that all non - participating (not - allowable) costs are borne by GRANTEE at 100 %. If the total allowable (participating) cost of performance of the Work exceeds $156,125, and additional federal funds are made available for the project, GRANTEE shall pay 20% of all such costs eligible for federal participation and 100% of all non - allowable costs; if additional federal funds are not made available, GRANTEE shall pay all such excess costs. If the total allowable cost of the Work is less than $156,125, then the amounts of Agency and Byway federal funds provided by CDOT will be decreased in accordance with the funding ratio described herein. B. Invoices Notwithstanding the provisions of Section 7(B), reimbursements involving federal funds from FTA and/or FHWA will be repaid within 30 days following the submission and acceptance of a complete invoice. A complete invoice will include the applicable items in Exhibit F — Local Entity Payment Checklist 01/19/2011. C. Limited Availability of Funds The amount of federal funds available to pay for the program performed by GRANTEE in any one year is limited by the amount of the allocated funds, made available through 23 U.S.C. § 104 and any amendments thereto. D. Additional Funds Use Scenic Byways funds shall be used only to reimburse GRANTEE for eligible allowable costs incurred and GRANTEE shall be solely responsible for all costs incurred that are either not allowable or which exceed the funds available in the Grantee as identified herein and/or in the Scope of Work. E. Billing, Reimbursement, and Allowable Costs 1.) Certification Upon signing the Billing Form requesting reimbursement, the designated representative of the Grantee has certified that: a) The costs are allowable, and therefore reimburseable; and b) The expenditure amount for that time period is correct; and c) The agreed upon Work has been performed and/or products have been produced; and d) All Requests for Proposals have been forwarded to CDOT for review and comment; and e) Reimbursements are being requested in accordance with the terms of this Contract; and ScenicBywaysGrant.0l.Aprl 1— originated from approved OSC Grant template Rev 1/12/11 Page 10 CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -HTD -31201 f) Copies of recorded times of employees (where applicable) are correct; including in -kind and volunteer services. 2.) Documentation Grantee shall include documentation of expenses of federal funds for Scenic Byways Activities. Such information shall include but not be limited to the items listed in this §8 of this Contract as proof of documentation. For purposes of this Contract, a copy of each invoice shall be forwarded to the Division of Transportation Development- Business Office c/o Business Manager at: 4201 E. Arkansas Ave., Shumate Building, Denver, CO 80222 3.) Reimbursement Method and Time Grantee shall request reimbursement from CDOT for the eligible allowable cost of funds for those eligible activities identified in the Scope of Work, and other costs as described in §8 of this Contract, incurred during the contract fiscal year within the limits of this Contract in compliance with federal and State law and other applicable regulations. Reimbursement requests shall be submitted by Grantee to CDOT monthly, and will be reimbursed based on the federal participation rate in §3of this Contract or §7. 4.) Allowable Costs Allowable and indirect costs may include but are not limited to those listed in 2 CFR 225, 2 CFR 220, 2 CFR 230, 49 CFR Part 18, or State Fiscal Rule 2 -7: "Official Functions and Training Functions," whichever may apply. However, such costs shall be limited to those costs determined by the CDOT as necessary to directly carry out the tasks described in the Scope of Work for this Grantee. In determining the amount of allowable costs, CDOT will exclude: a) Any costs incurred by the Grantee before the execution of the Contract or Option Letter. b) Any costs incurred by the Grantee that are not included in the Scope of Work. c) Any cost incurred by the Grantee after the termination date of this Contract or Amendment. 5.) Erroneous Payments At CDOT's sole discretion, payments made to Grantee in error for any reason or costs incurred that are later found to be unallowable, including but not limited to overpayments or improper payments, and unexpended or excess funds received by Grantee, shall be reimbursed by Grantee to the State or offset against current or future obligations due to the State by Grantee, at the State's discretion; unless prohibited by federal or State law or regulation. Such funds shall not be paid to any party other than CDOT. 6.) Reimbursement Waiver Grantee agrees that reimbursement of any cost under this Grantee does not constitute a final CDOT decision about the allowability of the costs and does not constitute a waiver of any violation by Grantee of the terms of this Grantee. ScenicBywaysGrant.01.Aprl1— originated from approved OSC Grant template Rev 1/12/11 Page 11 CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -HTD -31201 EXHIBIT D — PROGRAM REPORTING- NOTIFICATION - MONITORING REQUIREMENTS Reports, evaluations, and reviews required under this §9 shall be in accordance with the procedures of and in such form as prescribed by the Program guidance and the State. A. Final Report Within 30 days after the end of the Project Period, Grantee will provide to CDOT a final accomplishment report of the activities performed under this Contract for the completed fiscal year. It shall include, but not be limited to: 1.) Final accomplishments by activities; and 2.) Status of uncompleted products; and 3.) Accomplishment of performance measures; and 4.) Actual expenditures for the Project Period. B. Reporting Guidance Reporting made for the purposes of this Grantee and its activities shall be done in accordance with 23 CFR 420.117, 450 and 49 CFR Part 18 and Part19, and any supporting sections or amendments. The provisions of this paragraph do not constitute a waiver of legal and administrative appeals available to Grantee or the State. C. Monitoring In accordance with 23 CFR Part 420.117, 23 CFR Part 450, and other applicable standards, the State will monitor all the activities conducted by Grantee pursuant to the terms of this Grantee to assure that the Work is being performed consistent with supporting federal laws and regulations, as amended, to enable the preparation and submission of appropriate reports that will contain at a minimum: 1.) Comparison of actual performance with established goals; 2.) Progress in meeting schedules; 3.) Comparison of budgeted (approved) amounts and actual costs incurred; 4.) Cost variances to Budget; 5.) Approved Program revisions; and 6.) Other pertinent supporting data. The provisions of this paragraph do not constitute a waiver of legal and administrative appeals available to the Agency or CDOT. D. Performance, Progress, Personnel, and Funds In responding to these requirements, CDOT will utilize the following steps and procedures to ensure that assigned responsibilities are carried out: 1.) Monitoring Documents CDOT will use the current Scope of Work, and and approved study designs, in reviewing the progress being made by GRANTEE to meet the commitments in this Contract. The Scope of Work must include all activities, deliverables, performance measures, and Budgets committed to by GRANTEE. 2.) Monitoring Meetings Meetings between CDOT and GRANTEE representatives will be conducted at CDOT's discretion for the purpose of reviewing progress, resource allocations, and billings. 3.) Progress and Financial Reports CDOT will prepare and submit progress and financial reports to the appropriate federal agencies. ScenicBywaysGrant.01.Apr11 — originated from approved OSC Grant template Rev 1/12/11 Page 12 CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -HTD -31201 E. litigation Reporting Within 10 days after being served with any pleading in a legal action filed with a court or administrative agency, related to this Grantee or which may affect GRANTEE' s ability to perform its obligations hereunder, GRANTEE shall notify CDOT of such action and deliver copies of such pleadings to CDOT's principal representative as identified herein. If CDOT's principal representative is not then serving, such notice and copies shall be delivered to the Executive Director of CDOT. F. Noncompliance Any product that GRANTEE has committed to in the Scope of Work not produced and justification not provided in a timely manner in accordance with this §9, and having been determined by the State the Agency has materially failed to comply with the terms and conditions of this Grantee, may result in the delay of payment of funds and/or termination as provided under this Grantee. The following steps, in accordance with 49 CFR 18.43, will be implemented by CDOT: 1.) CDOT representative will meet with GRANTEE representative to discuss performance. 2.) The CDOT representative will report the progress to the CDOT Division of Transportation Development Director. 3.) The Director will issue a decision as to whether performance is satisfactory or unsatisfactory. If performance was determined to have been unsatisfactory, CDOT shall determine if a reduction in allocation is appropriate. GRANTEE will be notified of any decisions trade by CDOT. G. Subgrants Copies of any and all subcontracts entered into by GRANTEE to perform its obligations hereunder shall be submitted to CDOT or its principal representative upon request by CDOT. Any and all subcontracts entered into by GRANTEE related to its performance hereunder shall comply with all applicable federal and state laws and shall provide that such subcontracts be governed by the laws of the State of Colorado. GRANTEE is responsible for monitoring the Work activities of Subcontractors and Consultants. H. Additional Requirements for Rights in Data, Documents, and Computer Software Whenever possible, published material shall acknowledge the financial participation of CDOT and/or the FHWA and other agencies contributing funding to the Work Product. Any published material acknowledging the contribution of the FHWA shall include the federal disclaimer statement: "FUNDED BY THE FHWA ". Published materials include any non - internal documents, reports, maps, photographs, computer software, or like materials that are intended to be viewed by those outside of CDOT, and Grantee. Patents: In addition to the standard patent rights clauses of 37 C.F.R. §401 et. al, and other applicable laws and regulations, CDOT, Grantee, and either party's subrecipients are subject to the provisions of 37 CFR part 401, governing patents and inventions whereby "The subgrantee or Grantee will retain all rights provided for the State in this clause, and the State will not, as part of the consideration for awarding the subgrant or contract, obtain rights in the subgrantee's or Grantee 's subject inventions." THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK ScenicaywaysGrantOl.Aprl 1 — originated from approved OSC Grant template Rev 1/12/11 Page 13 i CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -HTD -31201 EXIIIBIT E — RECORDS- additional provisions GRANTEE shall make, keep, maintain and allow inspection and monitoring of the following records: A. Maintenance GRANTEE and any consultants shall maintain all books, records, and other documentation pertaining to authorized Scope activities and to completely substantiate all costs incurred and billed to CDOT during the current Program Period and for a period of three (3) years from the date of closure of the project under the terms of this Contract. These records shall be made available for inspection and audit to CDOT, FHWA, or the Comptroller General of the United States, and copies thereof shall be furnished, if requested. GRANTEE shall include this record keeping/audit requirement in any Contract with any consultant employed to perform Scope activities by expressly requiring the consultant to comply with this requirement. B. Inspection of Grantee In accordance with Section 9, the State and FHWA are specifically authorized to review and inspect at all reasonable times all such records and all technical and financial aspects of the activities described in the Scope. FHWA will arrange such review and inspections through CDOT. The State reserves the right to inspect the Work at all reasonable times and places during the term of this Grantee, including any extension period. C. A - 133 In accordance with the provisions of OMB Circular No. A -133: "Audits of States, Local Governments, and Nonprofit Organizations", all nonfederal entities including state and local government and non -profit organizations, receiving more than $500,000 from all federal financial assistance funding sources, shall comply with the audit requirements of A -133 (see also, 49 CFR 18.26). Compliance with A -133 is required in the following manner. 1.) If the Sub - Grantee expends less than $500,000 in Federal funds (all federal sources, not just Highway funds) in its fiscal year then this requirement does not apply. 2.) If the Sub - Grantee expends more than $500,000 in Federal funds, but only received federal Highway funds (Catalog of Federal Domestic Assistance, CFDA 20.205) then a program specific audit shall be performed. This audit will examine the "financial" procedures and processes for this program area. 3.) If the Sub - Grantee 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. 4.) Single Audit can only be conducted by an independent auditor in accordance with generally accepted government auditing standards covering financial audits (49 CFR 18.26). An audit is an allowable direct or indirect cost. ScenicBywaysGrant.Ol.Aprl 1 — originated from approved OSC Grant template Rev 1/12/11 Page 14 CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -HTD -31201 EXHIBIT F — LOCAL ENTITY PAYMENT CITECKLIST Local Entity Payment Checklist 01/19/2011 This checklist is to assist the Grantees (local entities in preparation of their billing packets to CDOT. All items may not apply to your particular entity. Our goal is to reimburse local entities as quickly as possible and a well organized and complete billing packet helps to expedite payment. ❑ Information to be included on the Invoice from the local entity ✓ PO Number ✓ WBS ✓ Section/Program Number ✓ Name ✓ Address ✓ Phone Number ✓ Invoice Number ✓ Billing Period ✓ Total Amount of Contract, Previous Contract Balance, Total Eligible Expenses, federal or state Share, Grantee (Local Share), New Contract Balance and Total Amount to be Reimbursed to Agency ✓ Signature of Local Entity Financial Representative ❑ Copies of invoices from the Grantee contractors (Tier I and some Tier Hs) ✓ Include a copy of the specific document the contractor used to invoice the Grantee. The Grantee is responsible for ensuring that the backup matches the invoice and is eligible for reimbursement. ✓ The CDOT grant/project manager will review and detennine if the Grantee expenses are eligible for reimbursement. ✓ If the Grantee pays the contractor a discounted amount, the full amount cannot be reimbursed to the Grantee. The Grantee will only be reimbursed up to the actual amount paid to the Grantee's vendor. ✓ Please ensure that all payment vouchers include some notation of when it was paid or approved for payment. ✓ Invoice(s) should match the check amount. An additional explanation and documentation is required for any variances. ✓ Estimates, statements and entails are not acceptable in lieu of an invoice copy. ❑ Copies of checks (All Tiers) ✓ All of the following are acceptable - copies of checks, check registers, approved accounting system generated expenditure ledgers showing the amount paid, the check number or electronic funds transfer (EFT) and the date paid. ✓ CDOT needs to ensure that expenditures incurred by the local agencies have been paid by the Grantee before CDOT is invoiced by the Grantee. ❑ Expenditure ledger (All Tiers) ✓ An expenditure ledger needs to be submitted from the Grantee's financial accounting system. The report should display the accounting system information, date of the report, accounting period, current period transactions, and the account coding for all incurred expenditures. Excel spreadsheets are not approved expenditure reports. However, an additional excel spreadsheet may be required in order to explain any variances between the expenditure and the amount eligible for reimbursement. ScenicrtywaysGiant.01.Aprl1 — originated from approved OSC Grant template Rev 1/12/11 Page 15 CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -HTD -31201 ✓ CFR 49 part 18 Section 18.20 Standards for financial management systems requires the local agencies to have approved accounting systems so this should not be difficult to generate by cost center specific to the reimbursable project. The expenditure report is a good summary page if there is substantial documentation. ✓ If the Grantee has copies of the invoice(s) and check(s) you do not need the expenditure ledger also, but the invoices must be marked as approved for payment. ❑ Time sheets (Tier I and some Tier Hs) ✓ Timesheets should show a breakdown of all hours and all projects worked for the day, week, month or time collection period. The time sheet must also be signed or approved either in ink or electronically. If an electronic approval occurs, the supervisors' signature will be required on the electronic time report submitted for reimbursement. . ✓ Backup documentation for payroll expenses includes the time sheet, an hourly or salary rate and a payroll ledger indicating total hours, wages, and benefits. If there is sensitive information such as social security numbers or addresses, please block or delete that information prior to submitting it. ❑ In kind match — If an entity wishes to use in -kind match, it must be approved by CDOT prior to any work taking place. (All Tiers) ✓ If an in kind match is being used for the local match the in -kind portion of the project must be included in the project application and scope of work attached to the contract or purchase order. FTA does not require pre - approval of in -kind, but CDOT does. ✓ Documentation such as an invoice copy, time sheet, etc. is still required for all in -kind transactions. The documentation varies depending on the source of the in -kind. ✓ Expenditure ledger from the Grantee must also show the in kind match in their general ledger. ✓ If the Grantee is using in kind match, they also need to attach a drawdown schedule indicating how much in -kind match was received, the date they received it, how much has been applied to the current invoice and how much has been carried forward. The carry forward balance for in -kind expires when the contract term expires. ✓ Full documentation will be required on the use of in -kind match, regardless of the Tier held by the grantee. ❑ Indirect costs- If an entity wishes to use indirect costs, the rate must be approved by CDOT prior to applying it to the reimbursements (All Tiers) ✓ If indirect costs are being requested, please submit an approved indirect letter provided by either CDOT or your cognizant agency. The letter must state what indirect costs are allowed, the approved rate and the time period for the approval. The indirect cost plan must be reconciled annually and an updated letter submitted each year thereafter.. THE REST OF TIIIS PAGE INTENTIONALLY LEFT BLANK ScenicflywaysfrantOl.Apr11 — originated from approved OSC Grant template Rev 1/12/11 Page 16 CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -1-ITD -31201 EXIIIBIT G — OPTION LETTER (SAMPLE) Date: I State Fiscal Year: j Option Letter No. I CLIN Routing # 1) OPTIONS: Choose all applicable options listed in §1 and in §2 and delete the rest. a. Option to renew only (for an additional tens) b. Change in the amount of goods within current term c. Change in amount of goods in conjunction with renewal for additional term d. Level of service change within current term e. Level of service change in conjunction with renewal for additional term f. Option to initiate next phase of a contract 2) REQUIRED PROVISIONS. All Option Letters shall contain the appropriate provisions set forth below: a. For use with Options 1(a -el: In accordance with Section(s) of the Original Contract routing number between the State of Colorado, Insert Name of Department or Higher Ed Institution , and Contractor's Name, the State hereby exercises its option for an additional term beginning Insert start date and ending on Insert ending date at a cost/price specified in Section , AND /OR an increase /decrease in the amount of goods/services at the same rate(s) as specified in Identify the Section, Schedule, Attachment, Exhibit etc. b. For use with Option 1(11. please use the following: In accordance with Section(s) of the Original Contract routing number between the State of Colorado, Insert Name of Department or Higher Ed Institution , and Contractor's Name, the State hereby exercises its option to initiate Phase indicate which Phase: 2, 3, 4, etc for the term beginning Insert start date and ending on Insert ending date at the cost/price specified in Section e. For use with all Options 1(a -f1: The amount of the current Fiscal Year contract value is increased/decreased by $ amount of change to a new contract value of Insert New $ Amt to as consideration for services/goods ordered under the contract for the current fiscal year indicate Fiscal Year. The first sentence in Section is hereby modified accordingly. The total contract value including all previous amendments, option letters, etc. is Insert New $ Amt. 3) Effective Date. The effective date of this Option Letter is upon approval of the State Controller or , whichever is later THE GRANTEE STATE OF COLORADO INSERT -Legal Name of the Grantee By: INSERT -Name of Authorized Individual John W. Ilickenlooper. GOVERNOR Title: INSERT - Official Title of Authorized Individual Colorado Department of Transportation Donald E. Hunt, Executive Director By INSERT -Name & Title of Person Signing for Agency or *Signature IRE Date: Date: ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER CRS §24-30 -202 requires the State Controller to approve all State Contracts. This Contract 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 Contractor begins performing prior thereto, the State of Colorado is not obligated to pay Contractor for such performance or for any goods and/or services provided hereunder. State Controller David J. McDermott, CPA By: Date: Effective Date: 1/6/09 -Rev 8/25/09 ScenicRywaysGrant.O1.Apr1 — originated from approved OSC Grant template Rev 1/12/11 Page 17 CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -HTD -31201 EXHIBIT II- REQUIRED CONTRACT PROVISIONS -FHWA FHWA -1273 Ekaronic version — March 10, 1991 FHWA Form 1273 REQUIRED CONTRACT PROVISIONS FEDERAL -AID CONSTRUCTION CONTRACTS for Appalachian contracts, when applicable, as specified in I. General 1 Attachment A), or II. Nondiscrimination 1 III. Nonsegregated Facilities 3 b. employ convict labor for any purpose within the limits of IV. Payment of Predetermined Minimum Wage 3 the project unless it is labor performed by convicts who are on parole, V. Statements and Payrolls 6 supervised release, or probation. VI. Record of Materials, Supplies, and Labor 6 VII. Subletting or Assigning the Contract 7 II. NONDISCRIMINATION VIII. Safety: Accident Prevention. 7 IX. False Statements Concerning Highway Projects 7 (Applicable to all Federal-aid construction contracts and to all X. Implementation of Clean Air Act and Federal Water Pollution related subcontracts of $10,000 or more.) Control Act 8 XL Certification Regarding Debarment, Suspension, Ineligibility, and 1. Equal Employment Opportunity: Equal employment Voluntary Exclusion 8 opportunity (EEO) requirements not to discriminate and to take XII. Certification Regarding Use of Contract Funds for Lobbying 9 affirmative action to assure equal opportunity as set forth under laws, executive orders, mles, regulations (28 CFR 35, 29 CFR 1630 and 41 ATTACHMENTS CFR 60) and orders of the Secretary of Labor as modified by the provisions prescribed herein, and imposed pursuant to 23 U.S.C. 140 A. Employment Preference for Appalachian Contracts shall constitute the EEO and specific affirmative action standards for (included in Appalachian contracts only) the contractor's project activities under this contract. The Equal Opportunity Construction Contract Specifications set forth under 41 L GENERAL CFR 60 -4.3 and the provisions of the American Disabilities Act of 1990 (42 U.S.C. 12101 ffi ,_ey.) set forth under 28 CFR 35 and 29 1. These contract provisions shall apply to all work performed on CFR 1630 are incorporated by reference in this contract. In the the contract by the contractor's own organization and with the execution of this contract, the contractor agrees to comply with the assistance of workers under the contractor's immediate superin- following minimum specific requirement activities of EEO: tendence and to all work performed on the contract by piecework, station work, or by subcontract. a. The contractor will work with the State highway agency (SHA) and the Federal Government in carrying out EEO obligations 2. Except as otherwise provided for in each section, the contractor and in their review of his/her activities under the contract. shall insert in each subcontract all of the stipulations contained in these Required Contract Provisions, and further require their b. The contractor will accept as his operating policy the inclusion in any lower tier subcontract or purchase order that may in following statement: turn be made. The Required Contract Provisions shall not be incorporated by reference in any case. The prime contractor shall be "It is the policy of this Company to assure that applicants are responsible for compliance by any subcontractor or lower tier employed, and that employees are treated during employment, subcontractor with these Required Contract Provisions. without regard to their race, religion, sex, color, national origin, age or disability. Such action shall include: employment, 3. A breach of any of the stipulations contained in these Required upgrading, demotion, or transfer, recruitment or recruitment Contract Provisions shall be sufficient grounds for termination of the advertising; layoff or termination; rates of pay or other forms of contract compensation; and selection for training, including apprentice- ship, preapprenticeship, and/or on- the-job training." 4. A breach of the following clauses of the Required Contract Provisions may also be grounds for debarment as provided in 29 CFR 2. EEO Officer: The contractor will designate and make known 5.12: to the SHA contracting officers an EEO Officer who will have the responsibility for and must be capable of effectively administering Section 1, paragraph 2; and promoting an active contractor program of EEO and who must be Section IV, paragraphs 1, 2, 3, 4, and 7; assigned adequate authority and responsibility to do so. Section V, paragraphs 1 and 2a through 2g. 3. Dissemination of Policy: All members of the contractor's staff 5. Disputes arising out of the labor standards provisions of Section who are authorized to hire, supervise, promote, and discharge IV (except paragraph 5) and Section V of these Required Contract employees, or who recommend such action, or who are substantially Provisions shall not be subject to the general disputes clause of this involved in such action, will be made fully cognizant of, and will contract. Such disputes shall be resolved in accordance with the implement, the contractor's EEO policy and contractual procedures of the U.S. Department of Labor (DOL) as set forth in 29 responsibilities to provide EEO in each grade and classification of CFR 5, 6, and 7. Disputes within the meaning of this clause include employment. To ensure that the above agreement will be me, the disputes between the contractor (or any of its subcontractors) and the following actions will be taken as a minimum: contracting agency, the DOL, or the contractor's employees or their representatives. a. Periodic meetings of supervisory and personnel office employees will be conducted before the start of work and then not 6. Selection of Labor: During the performance of this contract, less often than once every six months, at which time the contractor's the contractor shall not: EEO policy and its implementation will be reviewed and explained. The meetings will be conducted by the EEO Officer. a. discriminate against labor from any other State, possession, or territory of the United States (except for employment preference ScenicBywaysGrant.01.Aprl1 — originated from approved OSC Grant template Rev 1/12/11 Exhibit C -1 CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -HTD -31201 b. All new supervisory or personnel office employees will be given a thorough indoctrination by the EEO Officer, covering all c. All personnel who are engaged in direct recruitment for the major aspects of the contractor's EEO obligations within thirty days project will be instmcted by the EEO Officer in the contractor's following their reporting for duty with the contractor. procedures for locating and hiring minority group employees. shall include such other persons. Upon completion of each d. Notices and posters suing forth the contractor's EEO investigation, the contractor will inform every complainant of all of policy will be placed in areas readily accessible to employees, his avenues of appeal. applicants for employment and potential employees. 6. Training and Promotion: e. The contractor's EEO policy and the procedures to implement such policy will be brought to the attention of employees a. The contractor will assist in locating, qualifying, and by means of meetings, employee handbooks, or other appropriate increasing the sldlls of minority group and women employees, and means. applicants for employment. 4. Recruitment: Whoa advertising for employees, the contractor b. Consistent with the contractor's work force requirements will include in all advertisements for employees the notation: "An and as permissible under Federal and State regulations, the contractor Equal Opportunity Employer." All such advertisements will be shall make full use of training programs, i.e., apprenticeship, and placed in publications having a large circulation among minority on- the -job training programs for the geographical area of contract groups in the area from which the project work force would nomnally performance. Where feasible, 25 percent of apprentices or trainees in be derived. each occupation shall be in their first year of apprenticeship or training. In the event a special provision for training is provided a. The contactor will, unless precluded by a valid bargaining under this contract, this subparagraph will be superseded as indicated agreement, conduct systematic and direct recruitment through public in the special pmvision. and private employee referral sources likely to yield qualified minority group applicants. To meet this requirement, the contractor c. The contractor will advise employees and applicants for will identify sources of potential minority group employees, and employment of available training progmms and entrance establish with such identified sources procedures whereby minority requirements for each. group applicants may be referred to the contractor for employment consideration. d. The contractor will periodically review the training and promotion potential of minority group and women employees and b. In the event the contractor has a valid bargaining agreement will encourage eligible employees to apply for such training and providing for exclusive hiring hall referrals, he is expected to observe promotion. the provisions of that agreement to the extent that the system permits the contractor's compliance with EEO contract provisions. (The DOL 7. Unions: If the contractor relies in whole or in pan upon unions has held that where implementation of such agreements have the as a source of employees, the contractor will use his/her best efforts effect of discriminating against minorities or women, or obligates the to obtain the cooperation of such unions to increase opportunities for contractor to do the same, such implementation violates Executive minority groups and women within the unions, and to effect referrals Order 11246, as amended.) by such unions of minority and female employees. Actions by the contractor either directly or through a contractor's association acting c. The contractor will encourage his present employees to as agent will include the procedures set forth below: refer minority group applicants for employment. Information and procedures with regard to referring minority group applicants will be a. The contractor will use best efforts to develop, in discussed with employees. cooperation with the unions, joint training programs aimed toward qualifying more minority group members and women for membership 5. Personnel Actions: Wages, working conditions, and employee in the unions and increasing the skills of minority group employees benefits shall be established and administered, and personnel actions and women so that they may qualify for higher paying employment. of every type, including hiring, upgrading, promotion, transfer, demotion, layoff, and termination, shall be taken without regard to b. The contractor will use best efforts to incorporate an EEO race, color, religion, sex, national origin, age or disability. The clause into each union agreement to the end that such union will be following procedures shall be followed: contactually bound to refer applicants without regard to their race, color, religion, sex, national origin, age or disability. a. The contractor will conduct periodic inspections of project sites to insure that working conditions and employee facilities do not c. The contractor is to obtain information as to the referral indicate discriminatory treatment of project site personnel practices and policies of the labor union except that to the extent such information is within the exclusive possession of the labor union and b. The contractor will periodically evaluate the spread of such labor union refuses to furnish such information to the contractor, wages paid within each classification to determine any evidence of the contractor shall so certify to the SHA and shall set forth what discriminatory wage practices. efforts have been made to obtain such information. c. The contractor will periodically review selected personnel d. In the event the union is unable to provide the contractor actions in depth to determine whether there is evidence of discrimi- with a reasonable flow of minority and women referrals within the nation. Where evidence is found, the contractor will promptly take time limit set forth in the collective bargaining agreement, the connective action. If the review indicates that the discrimination may contractor will, through independent recruitment efforts, fill the extend beyond the actions reviewed, such corrective action shall employment vacancies without regard to race, color, religion, sex, include all affected persons. national origin, age or disability; making full efforts to obtain qualified and/or qualifiable minority group persons and women. (The d. The contractor will promptly investigate all complaints of alleged DOL has held that it shall be no excuse that the union with which the discrimination made to the contractor in connection with his contractor has a collective bargaining agreement providing for obligations under this contact, will attempt to resolve such exclusive referral failed to refer minority employees.) In the event complaints, and will take appropriate corrective action within a. the union referral practice prevents the contractor from meeting the reasonable time. If the investigation indicates that the discrimination obligations pursuant to Executive Order 11246, as amended, and may affect persons other than the complainant, such corrective action ScenicBywaysOrant.01.Apr11— originated from approved OSC Grant template Rev 1/12/11 Exhibit C -1 CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -HTD -31201 the special provisions, such contractor shall immediately notify the grounds of race, color, religion, sex, national origin, age or disability SHA. in the selection and retention of subcontractors, including procure- ment of materials and leases of equipment. 8. Selection of Subcontractors, Procurement of Materials and Leasing of Equipment: The contractor shall not discriminate on the a. The contractor shall notify all potential subcontractors and b. As used in this certification, the tam "segregated facilities" supplies of his/her EEO obligations under this contract means any waiting rooms, work areas, resrooms and washrooms, restaurants and other eating areas, tinteclocks, locker moms, and b. Disadvantaged business enterprises (DBE), as deemed in 49 other storage or dressing areas, parking lots, drinking fountains, CFR 23, shall have equal oppommity to compete for and perform recreation or entertainment areas, transportation, and housing subcontracts which the contractor enters into pursuant to this contract. facilities provided for employees which are segregated by explicit The contractor will use his best efforts to solicit bids from and to directive, or are, in fact, segregated on the basis of race, color, utilize DBE subcontractors or subcontractor: with meaningful religion, national origin, age or disability, because of habit, local minority group and female representation among their employees. custom, or otherwise. The only exception will be for the disabled Contractors shall obtain lists of DBE construction firms from SIIA when the demands for accessibility override (e.g. disabled parking). personnel. c. The contractor agrees that it has obtained or will obtain identical c. The contractor will use his best efforts to ensure subcon- certification from proposed subcontractors or material suppliers prior tractor compliance with their EEO obligations. to award of subcontracts or consummation of material supply agree- ments of $10,000 or more and that it will retain such certifications in 9. Records and Reports: The contiactor shall keep such records its files. as necessary to document compliance with the EEO requirements. Such records shall be retained for a period of three years following IV. PAYMENT OF PREDETERMINED MINIMUM WAGE completion of the contract work and shall be available at reasonable times and places for inspection by authorized representatives of the (Applicable to all Federal-aid construction contracts exceeding SHA and the FHWA. $2,000 and to all related subcontracts, accept for projects located on roadways classified as local roads or null minor collectors, which are a. The records kept by the contractor shall document the exempt.) following: 1. General: (1) The number of minority and non - minority group members and women employed in each work classification on the a. All mechanics and laborers employed or working upon the project; site of the work will be paid unconditionally and not less often than once a week and without subsequent deduction or rebate on any (2) The progress and efforts being made in cooperation account [except such payroll deductions as are permitted by with unions, when applicable, to increase employment opportunities regulations (29 CFR 3) issued by the Secretary of Labor under the for minorities and women; Copeland Act (40 U.S.C. 27604 the full amounts of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of (3) The progress and efforts being made in locating, payment. The payment shall be computed at wage rates not less than hiring, training, qualifying, and upgrading minority and female those contained in the wage determination of the Secretary of Labor employees; and (hereinafter "the wage determination ") which is attached hereto and made a part hereof, regardless of any contractual relationship which (4) The progress and efforts being made in securing the may be alleged to exist between the contractor or its subcontractors services of DBE subcontractors or subcontractors with meaningful and such laborers and mechanics. The wage determination (including minority and female representation among their employees. any additional classifications and wage sates conformed under paragraph 2 of this Section IV and the DOL poster (WH -1321) or b. The contractors will submit an annual report to the SIIA Form FHWA -1495) shall be posted at all times by the contractor and each July for the duration of the project, indicating the number of its subcontractors at the site of the work in a prominent and accessible minority, women, and non - minority group employees currently place where it can be easily seen by the workers. For the propose of engaged in each work classification required by the contact work. this Section, contributions made or costs reasonably anticipated for This information is to be reported on Form FHWA -1391. If on -the - bona fide fringe benefits under Section 1(bX2) of the Davis -Bacon job training is being required by special provision, the contractor will Act (40 U.S.C. 276a) on behalf of laborers or mechanics are be required to collect and report training data. considered wages paid to such laborers or mechanics, subject to the provisions of Section IV, paragraph 3b, hereof. Also, for the purpose III. NONSEGREGATED FACILITIES of this Section, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, (Applicable to all Federal -aid construction contracts and to all funds, or programs, which cover the particular weekly period, are related subcontracts of 510,000 or mom.) deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate a. By submission of this bid, the execution of this contract or wage rate and fringe benefits on the wage determination for the subcontract, or the consummation of this material supply agreement classification of work actually performed, without regard to skill, or purchase order, as appropriate, the bidder, Federal -aid construction except as provided in paragraphs 4 and 5 of this Section IV. contiactor, subcontractor, material supplier, or vendor, as appropriate, certifies that the firm does not maintain or provide for its employees b. Laborers or mechanics performing work in more than one any segregated facilities at any of its establishments, and that the rum classification may be compensated at the tate specified for each does not permit its employees to perform their services at any classification for the time actually worked therein, provided, that the location, under its control, where segregated facilities are maintained. employer's payroll records accurately set forth the time spent in each The firm agrees that a breach of this certification is a violation of the classification in which work is performed. EEO provisions of this contract. The firm further certifies that no employee will be denied access to adequate facilities on the basis of sec or disability. ScenicBywaysGtant.01.Apr11 — originated from approved OSC Grant template Rev 1/12/11 Exhibit C-2 CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -HTD -31201 c. All rulings and interpretations of the Davis -Bacon Act and part of the wages of any laborer or mechanic the amount of any costs related acts contained in 29 CFR 1, 3, and 5 are herein incorporated reasonably anticipated in providing bona fide fringe benefits under a by reference in this contract. plan or program, provided, that the Secretary of Labor has found, upon the written request of the contractor, that the applicable 2. Classification: standards of the Davis -Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account a. The SIIA contracting officer shall require that any class of assets for the meeting of obligations under the plan or program. laborers or mechanics employed under the contract, which is not listed in the wage determination, shall be classified in conformance 4. Apprentices and Trainees (Programs of the U.S. DOL) and with the wage determination. Helpers: b. The contracting officer shall approve an additional classification, a. Apprentices: wage rate and fringe benefits only when the following criteria have been met: (1) Apprentices will be permitted to work at less than the predetermined rate for the work they performed when they are (1) the work to be performed by the additional employed pursuant to and individually registered in a bona fide classification requested is not performed by a classification in the apprenticeship program registered with the DOL, Employment and wage determination; Training Administration, Bureau of Apprenticeship and Training, or with a State apprenticeship agency recognized by the Bureau, or if a (2) the additional classification is utilized in the area by person is employed in his/her first 90 days of probationary the construction industry; employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been (3) the proposed wage rate, including any bona fide fringe certified by the Bureau of Apprenticeship and Training or a State benefits, bears a reasonable relationship to the wage rates contained apprenticeship agency (where appropriate) to be eligible for in the wage determination; and probationary employment as an apprentice. (4) with respect to helpers, when such a classification (2) The allowable ratio of apprentices to journeyman- prevails in the area in which the work is performed. level employees on the job site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work c. If the contractor or subcontractors, as appropriate, the force under the registered program. Any employee listed on a payroll laborers and mechanics (if known) to be employed in the additional at an apprentice wage rate, who is not registered or otherwise classification or their representatives, and the contracting officer employed as stated above, shall be paid not less than the applicable agree on the classification and wage rate (including the amount wage rate listed in the wage determination for the classification of designated for fringe benefits where appropriate), a report of the work actually performed. In addition, any apprentice performing action taken shall be sent by the contracting officer to the DOI., work on the job site in excess of the ratio permitted under the Administrator of the Wage and Hour Division, Employment Stan - registered program shall be paid not less than the applicable wage rate dards Administration, Washington, D.C. 20210. The Wage and How on the wage determination for the work actually performed. Where a Administrator, or an authorized representative, will approve, modify, contractor or subcontractor is performing construction on a project in or disapprove every additional classification action within 30 days of a locality other than that in which its program is registered, the ratios receipt and so advise the contracting officer or will notify the and wage rates (expressed in percentages of the journeyman -level contracting officer within the 30day period that additional time is hourly rate) specified in the contractor's or subcontractor's registered necessary. program shall be observed. d. In the event the contractor or subcontractors, as appropriate, (3) Every apprentice must be paid at not less than the rate the laborers or mechanics to be employed in the additional specified in the registered program for the apprentice's level of classification or their representatives, and the contracting officer do progress, expressed as a percentage of the journeyman -level hourly not agree on the proposed classification and wage rate (including the rate specified in the applicable wage determination. Apprentices shall amount designated for fringe benefits, where appropriate), the be paid fringe benefits in accordance with the provisions of the contracting officer shall refer the questions, including the views of all apprenticeship program. If the apprenticeship program does not interested parties and the recommendation of the contracting officer, specify fringe benefits, apprentices must be paid the full amount of to the Wage and Hour Administrator for determination. Said fringe benefits listed on the wage determination for the applicable Administrator, or an authorized representative, will issue a detenni- classification. If the Administrator for the Wage and Hour Division nation within 30 days of receipt and so advise the contracting officer determines that a different practice prevails for the applicable or will notify the contracting officer within the 30day period that apprentice classification, fringes shall be paid in accordance with that additional time is necessary determination. e. The wage rate (including fringe benefits where appropriate) (4) In the event the Bureau of Apprenticeship and Training, or a State determined pursuant to paragraph 2c or 2d of this Section IV shall be apprenticeship agency recognized by the Bureau, withdraws approval paid to all workers performing work in the additional classification of an apprenticeship program, the contractor or subcontractor will no from the fast day on which work is performed in the classification longer be permitted to utilize apprentices at less than the applicable predetermined rate for the comparable work performed by regular 3. Payment of Fringe Benefits: employees until an acceptable program is approved. a. Whenever the minimum wage rate prescribed in the contact b. Trainees: for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor or subcontractors, as (I) Except as provided in 29 CFR 5.16, trainees will not be permitted appropriate, shall either pay the benefit as stated in the wage to work at less than the predetermined rate for the work performed determination or shall pay another bona fide fringe benefit or an unless they are employed pursuant to and individually registered in a hourly case equivalent thereof program which has received prior approval, evidenced by formal certification by the DOI., Employment and Training Administration. b. If the contractor or subcontractor, as appropriate, does not make payments to a trustee or other third person, he/she may consider as a ScenicBywaysGrant.01.Aprl 1— originated from approved OSC Grant template Rev 1/12/11 Exhibit C -3 CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -HTD -31201 (2) The ratio of trainees to joumeyman -level employees further payment, advance, or guarantee of funds until such violations on the job site shall not be greater than permitted under the plan have ceased. approved by the Employment and Training Administration. Any employee listed on the payroll at a trainee rate who is not registered 7. Overtime Requirements: and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable No contractor or subcontractor contracting for any part wage rate on the wage determination for the classification of work of the contract work which may require or involve the employment of actually performed. In addition, any trainee performing work on the laborers, mechanics, watchmen, or guards (including apprentices, job site in excess of the ratio permitted under the registered program trainees, and helpers described in paragraphs 4 and 5 above) shall shall be paid not less than the applicable wage rate on the wage require or permit any laborer, mechanic, watchman, or guard in any determination for the work actually performed. workweek in which he/she is employed on such work, to work in excess of 40 hours in such workweek unless such laborer, mechanic, (3) Every trninee must be paid at not less than the rate watchman, or guard receives compensation at a rate not less than one- specified in the approved program for his/her level of progress, and-one-half times his/her basic rate of pay for all hours worked in expressed as a percentage of the journeyman -level hourly rote excess of 40 hours in such workweek specified in the applicable wage determination. Trainees shall be paid fiinge benefits in accordance with the provisions of the trainee 8. Violation: program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the liability for Unpaid Wages; liquidated Damages: In the event wage determination unless the Administrator of the Wage and Hour of any violation of the clause set forth in paragraph 7 above, the Division determines that there is an apprenticeship program contractor and any subcontractor responsible thereof shall be liable to associated with the cotresponding journeyman -level wage rate on the the affected employee for his/her unpaid wages. ht addition, such wage determination which provides for less than full fringe benefits contractor and subcontractor shall be liable to the United States (in for apprentices, in which case such trainees shall receive the same the case of work done under contract for the District of Columbia or a fiinge benefits as apprentices. territory, to such District or to such territory) for liquidated damages. Such liquidated damages shall be computed with respect to each (4) In the event the Employment and Training individual laborer, mechanic, watchman, or guard employed in Administration withdraws approval of a training program, the violation of the clause set forth in paragraph 7, in the sum of SlO for contractor or subcontractor will no longer be permitted to utilize each calendar day on which such employee was required or permitted trainer at less than the applicable predetermined rate for the work to work in excess of the standard work week of 40 hours without performed until an acceptable program is approved. payment of the overtime wages required by the clause set forth in paragraph 7. c. Helpers: 9. Withholding for Unpaid Wages and liquidated Damages: Helpers will be permitted to work on a project if the helper classification is specified and defined on the applicable wage The SHA shall upon its own action or upon written request of any determination or is approved pursuant to the conformance procedure authorized representative of the DOL withhold, or cause to be set forth in Section IV.2. Any worker listed on a payroll at a helper withheld, from any monies payable on account of work performed by wage rate, who is not a helper under a approved definition, shall be the contractor or subcontractor under any such contract or any other paid not less than the applicable wage rate on the wage determination Federal contract with the same prime contractor, or any other for the classification of work actually performed. Federally- assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, 5. Apprentices and Trainees (Programs of the US. DOT): such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subcontractor for unpaid wages and Apprentices and trainees working under apprenticeship liquidated damages as provided in the clause set forth in paragraph 8 and skill training programs which have been certified by the Secretary above. of Transportation as promoting EEO in connection with Federal -aid highway construction programs are not subject to the requirements of V. STATEMENTS AND PAYROLLS paragraph 4 of this Section IV. The straight time hourly wage rates for apprentices and trainees under such programs will be established (Applicable to all Federal -aid construction contracts exceeding by the particular programs. The ratio of apprentices and trainees to 52,000 and to all related subcontracts, except for projects located on journeymen shall not be greater than permitted by the tams of the roadways classified as local roads or rural collectors, which are particular program. exempt.) 6. Withholding: 1. Compliance with Copeland Regulations (29 CFR 3): The SHA shall upon its own action or upon written The contractor shall comply with the Copeland Regula- request of an authorized representative of the DOL withhold, or cause lions of the Secretary of Labor which are herein incorporated by to be withheld, from the contractor or subcontractor under this reference. contract or any other Federal contract with the same prime contractor, or any other Federally- assisted contact subject to Davis -Bacon 2. Payrolls and Payroll Records: prevailing wage requirements which is held by the same prime contractor, as much of the accrued payments or advances as may be a.Payrolls and basic records relating thereto shall be considered necessary to pay laborers and mechanics, including maintained by the contractor and each subcontractor during the apprentices, trainees, and helpers, employed by the contractor or any course of the work and preserved for a period of 3 yew from the date subcontractor the full amount of wages required by the contract In of completion of the contract for all laborers, mechanics, apprentices, the event of failure to pay any laborer or mechanic, including any trainees, watchmen, helpers, and guards working at the site of the apprentice, trainee, or helper, employed or working on the site of the work work, all or par of the wages required by the contract, the SHA contracting officer pray, after written notice to the contractor, take such action as may be necessary to cause the suspension of any ScenicBywaysGrant.01.Aprl 1 — originated from approved OSC Grant template Rev 1/12/11 Exhibit C-4 CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -HTD -31201 b. The payroll records shall contain the name, social security SHA, the FHW A, or the DOI" and shall permit such representatives number, and address of each such employee; his or her correct to interview employees during working hours on the job. If the classification; hourly rates of wages paid (including rates of contractor or subcontractor fails to submit the requited records or to contributions or costs anticipated for bona fide fringe benefits or cash make them available, the SHA, the FHWA, the DOI., or all may, after equivalent thereof the types described in Section 1(bX2)(B) of the written notice to the contractor, sponsor, applicant, or owner, take Davis Bacon Act); daily and weekly number of hours worked; such actions as may be necessary to cause the suspension of any deductions made; and actual wages paid. In addition, for Appata- further payment, advance, or guarantee of funds. Furthermore, failure chian contracts, the payroll records shall contain a notation indicating to submit the required records upon request or to make such records whether the employee does, or does not, normally reside in the labor available may be grounds for debarment action pursuant to 29 CFR area as defined in Attachment A, paragraph 1. Whenever the 5.12. Secretary of Labor, pursuant to Section IV, paragraph 3b, has found that the wages of any laborer or mechanic include the amount of any VI. RECORD OF MATERIALS, SUPPLIES, AND LABOR costs reasonably anticipated in providing benefits under a plan or program described in Section 1(bX2XB) of the Davis Bacon Act, the 1. On all Federal -aid contracts on the National Highway System, contractor and each subcontractor shall maintain records which show except those which provide solely for the installation of protective that the commitment to pmvide such benefits is enforceable, that the devices at railroad grade crossings, those which are constructed on a plan or program is financially responsible, that the plan or program force account or direct labor basis, highway beautification contracts, has been communicated in writing to the laborers or mechanics and contracts for which the total final construction cost for roadway affected, and show the cost anticipated or the actual cost incurred in and bridge is less than $1,000,000 (23 CFR 635) the contractor shall: providing benefits. Contractors or subcontractors employing apprentices or trainees under approved pmgams shall maintain a. Become familiar with the list of specific materials and written evidence of the registration of apprentices and trainees, and supplies contained in Form FHWA -47, "Statement of Materials and ratios and wage rates prescribed in the applicable programs. Labor Used by Contractor of Highway Construction Involving Federal Funds," prior to the commencement of work under this c. Each contactor and subcontractor shall famish, each week contract. in which any contract work is performed, to the SHA resident engineer a payroll of wages paid each of its employees (including b. Maintain a record of the total cost of all materials and apprentices, trainees, and helpers, described in Section IV, paragraphs supplies purchased for and incorporated in the work, and also of the 4 and 5, and watchmen and guards engaged on work during the quantities of those specific materials and supplies listed on Form preceding weekly payroll period). The payroll submitted shall set out FHWA -47, and in the units shown on Form FHWA -47. accurately and completely all of the information required to be maintained under paragraph 2b of this Section V. This information c. Furnish, upon the completion of the contract, to the SHA may be submitted in any form desired. Optional Form WH -347 is resident engineer on Fonn FHWA -47 together with the data required available for this purpose and may be purchased from the in paragraph lb relative to materials and supplies, a final labor Superintendent of Documents (Federal stock number 029-005-0014- summary of all contract work indicating the total hours worked and 1), U.S. Government Printing Office, Washington, D.C. 20402. The the total amount earned prime contractor is responsible for the submission of copies of payrolls by all subcontractors. 2. At the prime contractor's option, either a single report covering all contract work or separate reports for the contractor and d. Each payroll submitted shall be accompanied by a for each subcontract shall be submitted. "Statement of Compliance," signed by the contractor or subcontractor or his/her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following: VII. SUBLETTING OR ASSIGNING THE CONTRACT (1) that the payroll for the paymil period contains the 1. The conttactor shall perform with its own organization contact information required to be maintained ureter paragraph 2b of this work amounting to not less than 30 percent (or a greater percentage if Section V and that such information is correct and complete; specified elsewhere in the contract) of the total original contract price, excluding any specialty items designated by the State. Specialty (2) that such laborer or mechanic (including each helper, items may be performed by subcontract and the amount of any such apprentice, and trainee) employed on the contact during the payroll specialty items performed may be deducted from the total original period has been paid the full weekly wages tamed, without rebate, contact price before computing the amount of work required to be either directly or indirectly, and that no deductions have been made performed by the contractor's own organization (23 CFR 635). either directly or indirectly from the full wages earned, other than permissible deductions as set forth in the Regulations, 29 CFR 3; a. "Its own organization" shall be construed to include only workers employed and paid directly by the prime contractor and (3) that each laborer or mechanic has been paid not less equipment owned or rented by the prime contractor, with or without that the applicable wage rate and fringe benefits or cash equivalent operators. Such temp does not include employees or equipment of a for the classification of worked performed, as specified in the subcontractor, assignee, or agent of the prime contractor. applicable wage determination incorporated into the contact. b. "Specialty Items" shall be construed to be limited to work e. The weekly submission of a properly executed certification that requires highly specialized knowledge, abilities, or equipment not set forth on the reverse side of Optional Form WH -347 shalt satisfy ordinarily available in the type of contracting organizations qualified the requiranent for submission of the "Statement of Compliance" and expected to bid on the contact as a whole and in general are to be required by paragraph 2d of this Section V. limited to minor components of the overall contract. f The falsification of any of the above certifications may 2. The contract amount upon which the requirements set forth subject the contactor to civil or criminal prosecution under 18 U.S.C. in paragraph 1 of Section VII is computed includes the cost of 1001 and 31 U.S.C. 231. material and manufactured products which are to be purchased or produced by the contractor under the contract provisions. g. The contractor or subcontractor shall make the records required under paragraph 2• of this Section V available for inspec- tion, copying, or transcription by authorized representatives of the ScenicBywaysGrant.01.Aprl 1— originated from approved OSC Grant template Rev 1/12/11 Exhibit C -5 CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -HTD -31201 association, firm, or corporation, knowingly makes any false 3. The contractor shall furnish (a) a competent superintendent or statement, false representation, or false report as to the character, supervisor who is employed by the firm, has full authority to direct quality, quantity, or cost of the material used or to be used, or the performance of the work in accordance with the contract require- quantity or quality of the work performed or to be performed, or the menu, and is in charge of all construction operations (regardless of cost thereof in connection with the submission of plans, maps, who performs the work) and (b) such other of its own organizational spec(cations, contracts, or costs of construction on any highway or resources (supervision, management, and engineering services) as the related project submitted for approval to the Secretary of SHA contracting officer determines is necessary to assure the Transportation; or perfotn ance of the contract Whoever knowingly makes any false statement, false 4. No portion of the contract shall be sublet, assigned or otherwise representation, false report or false claim with respect to the chorea- disposed of except with the written consent of the SHA contracting ter, quality, quantity, or cost of any work performed or to be per- officer, or authorized representative, and such consent when given formed, or materials furnished or to be furnished, in connection with shall not be construed to relieve the contractor of any responsibility the construction of any highway or related project approved by the for the fulfillment of the contract. Written consent will be given only Secretary of Transportation; or after the SHA has assured that each subcontract is evidenced in writing and that it contains all pertinent provisions and requirements of the prime contract. Whoever knowin makes any rry false statement or faire representation as to material fact in any statement, certificate, or VIII. SAFETY: ACCIDENT PREVENTION report submitted pursuant to provisions of the Federal -aid Roads Act 1. In the performance of this contract the contractor shall comply approved July 1, 1916. (39 Slat 355), as amended and supplemented; with all applicable Federal, State, and local laws governing safety, Shall be fined not more that $10,000 or imprisoned not more than health, and sanitation (23 CFR 635). The contractor shall provide all 5 years or both." safeguards, safety devices and protective equipment and take any other needed actions as it determines, or as the SHA contracting X. IMPLEMENTATION OF CLEAN AIR ACT AND officer may determine to be reasonably necessary to pmtect the life FEDERAL and health of employees on the job and the safety of the public and to WATER POLLUTION CONTROL ACT protect property in connection with the performance of the work covered by the contract. (Applicable to all Federal -aid construction contracts and to all related subcontracts of $100,000 or more.) 2. it is a condition of this contract, and shall be made a condition of each subcontract, which the contractor enters into pursuant to this By submission of this bid or the execution of this contract, or contract, that the contractor and any subcontractor shall not permit subcontract, as appropriate, the bidder, Federal -aid construction any employee, in performance of the contract, to work in surround- contractor, or subcontractor, as appropriate, will be deemed to have ings or under conditions which are unsanitary, hazardous or stipulated as follows: dangerous to his/her health or safety, as determined under construction safety and health standards (29 CFR 1926) promulgated 1. That any facility that is or will be utilized in the performance of by the Secretary of Labor, in accordance with Section 107 of the this contact, unless such contract is exempt under the Clean Air Act, Contract Work Hours and Safety Standards Act (40 U.S.C. 333). as amended (42 U.S.C. 1857 g Leg., as amended by Pub.L 91 -604), and under the Federal Water Pollution Control Act, as amended (33 3. Pursuant to 29 CFR 1926.3, it is a condition of this contract that U.S.C. 1251 g Leg., as amended by Pub.L 92 -500), Executive Order the Secretary of Labor or authorized representative thereof, shall have 11738, and regulations in implementation thereof (40 CFR 15) is not right of entry to any site of contract performance to inspect or listed, on the date of contact award, on the U.S. Environmental investigate the matter of compliance with the construction safety and Protection Agency (EPA) list of Violating Facilities pursuant to 40 health standards and to carry out the duties of the Secretary under CFR 15.20. Section 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 333). 2. That the firm agrees to comply and remain in compliance with all the requirements of Section 114 of the Clean Air Act and Section 308 IX. FALSE STATEMENTS CONCERNING HIGHWAY of the Federal Water Pollution Control Act and all regulations and PROJECTS guidelines listed thereunder. In order to assure high quality and durable construction in 3. That the firm shall promptly notify the SHA of the receipt of any conformity with approved plans and specifications and a high degree communication from the Director, Office of Federal Activities, EPA, of reliability on statements and representations made by engineers, indicating that a facility that is or will be utilized for the contract is contractors, suppliers, and workers on Federal -aid highway projects, under consideration to be listed on the EPA List of Violating it is essential that all persons concerned with the project perform their Facilities. functions as carefully, thoroughly, and honestly as possible. Willful falsification, distortion, or misrepresentation with respect to any facts 4. That the finn agrees to include or cause to be included the related to the project is a violation of Federal law. To prevent any requirements of paragraph 1 through 4 of this Section X in every tnisunderstanding regarding the seriousness of these and similar acts, nonexempt subcontract, and further agrees to take such action as the the following notice shall be posted on each Federal -aid highway government may direct as a mans of enforcing such requirements. project (23 CFR 635) in one or more places where it is readily available to all persons concerned with the project: NOTICE TO ALL PERSONNEL ENGAGED ON FEDERAL - AID HIGHWAY PROJECTS 18 U.S.C. 1020 reads as follows: "Whoever, being an officer, agent, or employee of the United States, or of any State or Territory, or whoever, whether a person, ScenicBywaysGrant.01.Aprl 1 — originated from approved OSC Grant template Rev 1/12/11 Exhibit C -6 CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -HTD -31201 XI. CERTIFICATION REGARDING DEBARMENT, i. Nothing contained in the foregoing shall be construed to SUSPENSION, require establishment of a system of records in order to render in INELIGIBILITY AND VOLUNTARY EXCLUSION good faith the certification required by this clause. The knowledge and information of participant is not required to exceed that which is 1. Instructions for Certification - Primary Covered normally possessed by a prudent person in the ordinary course of Transactions: business dealings. (Applicable to all Federal -aid contracts - 49 CFR 29) j. Except for transactions authorized under paragraph f of these instructions, if a participant in a covered transaction knowingly a. By signing and submitting this proposal, the prospective enters into a lower tier covered transaction with a person who is primary participant is providing the certification set out below. suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies b. The inability of a person to provide the certification set out available to the Federal Government, the department or agency may below will not necessarily result in denial of participation in this terminate this transaction for cause or default. covered transaction. The prwpu.tive participant shall submit an explanation of why it cannot provide the certification set out below. The certification or explanation will be considered in connection with the department or agency's determination whether to enter into this transaction. However, failure of the prwpwtive primary participant Certification Regarding Debarment, Suspension, Ineligibility and to furnish a certification or an explanation shall disqualify such a Voluntary Exclusion— Primary Covered Transactions person from participation in this transaction. I. The prospective primary participant certifies to the best of its c. The certification in this clause is a material representation knowledge and belief, that it and its principals: of fact upon which reliance was placed when the department or agency determined to enter into this transaction. If it is later a. Am not presently debarred, suspended, proposed for determined that the pruspa.dve primary participant knowingly debarment, declared ineligible, or voluntarily excluded from covered rendered an erroneous certification, in addition to other remedies transactions by any Federal department or agency; available to the Federal Government, the department or agency may terminate this transaction for cause of default. b. Have not within a 3 -year period preceding this proposal been convicted of or had a civil judgment rendered against them for d. The prospective primary participant shall provide immedi- commission of fraud or a criminal offense in connection with ate written notice to the department or agency to whom this proposal obtaining, attempting to obtain, or performing a public (Federal, State is submitted if any time the prospective primary, participant learns that or local) transaction or contract under a public transaction; violation its certification was erroneous when submitted or has become of Federal or State antitrust statutes or commission of embezzlement, erroneous by reason of changed circumstances. theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; e. The terms "covered transaction," "debarred," "suspended," "ineligible," "lower tier covered transaction," "participant," "person," c. Are not presently indicted for or otherwise criminally or "primary covered transaction," "principal," "proposal," and civilly charged by a governmental entity (Federal, State or local) with "voluntarily excluded," as used in this clause, have the meanings set commission of any of the offenses enumerated in paragraph lb of this out in the Definitions and Coverage sections of rules implementing certification; and Executive Order 12549. You may contact the department or agency to which this proposal is submitted for assistance in obtaining a copy d. Have not within a 3-year period of those regulations. Y ctr pieceding this regula application/proposal had one or more public transactions (Federal, State or local) terminated for cause or default. f. The prospective primary participant agrees by submitting this proposal that, should the proposed covered transaction be entered 2. Where the prospective primary participant is unable to certify to into, it shall not knowingly enter into any lower tier covered any of the statements in this certification, such prospective participant transaction with a person who is debarred, suspended, declared shall attach an explanation to this proposal. ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency entering into this transaction. 2. Instructions for Certification - Lower Tier Covered g. The prospective primary participant further agrees by Transactions: submitting this proposal that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and (Applicable to all subcontracts, purchase orders and other lower Voluntary Exclusion -Lower Tier Covered Transaction," provided by tier transactions of $25,000 or more - 49 CFR 29) the department or agency entering into this covered transaction, without modification, in all lower tier covered transactions and in all a. By signing and submitting this proposal, the prospective solicitations for lower tier covered transactions. lower tier is providing the certification set out below. h. A participant in a covered transaction may rely upon a b. The certification in this clause is a material representation certification of a prospective participant in a lower tier covered of fact upon which reliance was placed when this transaction was transaction that is not debarred, suspended, ineligible, or voluntarily entered into. If it is later determined that the prospective lower tier excluded from the covered transaction, unless it knows that the participant knowingly rendered an erroneous certification, in addition certification is erroneous. A participant may decide the method and to other remedies available to the Federal Government, the frequency by which it determines the eligibility of its principals. department, or agency with which this transaction originated may Each participant may, but is not required to, check the nonprocure- pursue available remedies, including suspension and/or debarment. ment portion of the "Lists of Parties Excluded From Federal Procure- ment or Nonprocurement Programs" (Nonprocurement List) which is compiled by the General Services Administration. ScenicBywaysGrant.01.Apr11 — originated from approved OSC Grant template Rev 1/12/11 Exhibit C -7 CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -HTD -31201 c. The prospective lower tier participant shall provide ••••• immediate written notice to the person to which this proposal is XII. CERTIFICATION REGARDING USE OF CONTRACT submitted if at any time the prospective lower tier participant learns FUNDS OR LOBBYING that its certification was erroneous by reason of changed circumstances. (Applicable to all Federal-aid construction contracts and to all related subcontracts which exceed $100,000 - 49 CFR 20) d. The teams "covered transaction," "debased," "suspended," "ineligible," "primary covered transaction," "participant," "person," 1. The prospective participant certifies, by signing and submitting "principal," "proposal," and "voluntarily excluded," as used in this this bid or proposal, to the best of his or her knowledge and belief, clause, have the meanings set out in the Definitions and Coverage that: sections of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance a. No Federal appropriated funds have been paid or will be in obtaining a copy of those regulations. paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal e. The prospective lower tier participant agrees by submitting agency, a Member of Congress, an officer or employee of Congress, this proposal that, should the proposed covered transaction be entered or an employee of a Member of Congress in connection with the into, it shall not knowingly enter into any lower tier covered awarding of any Federal contract, the making of any Federal gram, transaction with a person who is debased, suspended, declared the making of any Federal loan, the entering into of any cooperative ineligible, or voluntarily excluded from participation in this covered agreement, and the extension, continuation, renewal, amendment, or transaction, unless authorized by the department or agency with modification of any Federal contract, grant, loan, or cooperative which this transaction originated. agreement. f. The prospective lower tier participant further agrees by b. If any funds other than Federal appropriated funds have submitting this proposal that it will include this clause titled been paid or will be paid to any person for influencing or attempting "Certification Regarding Debarment, Suspension, Ineligibility and to influence an officer or employee of any Federal agency, a Member Voluntary Exclusion -Lower Tier Covered Transaction," without of Congress, an officer or employee of Congress, or an employee of a modification, in all lower tier covered transactions and in all Member of Congress in connection with this Federal contract, grant, solicitations for lower tier covered transactions. loan, or cooperative agreement, the undersigned shall complete and submit Standard Form -LLL, "Disclosure Form to Report Lobbying," g. A participant in a covered transaction may rely upon a in accordance with its instructions. certification of a prospective participant in a lower tier covered transaction that is not debarred, suspended, ineligible, or voluntarily 2. This certification is a material representation of fact upon which excluded from the covered transaction, unless it knows that the reliance was placed when this transaction was made or entered into. certification is erroneous. A participant may decide the method and Submission of this ratification is a prerequisite for making or frequency by which it determines the eligibility of its principals. entering into this transaction imposed by 31 U.S.C. 1352. Any Each participant may, but is not required o, check the person who fails to file the required certification shall be subject to a Nonprocurement List. civil penalty of not less than 510,000 and not more than 5100,000 for each such failure. h. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in 3. The prospective participant also agrees by submitting his or her good faith the certification required by this clause. The knowledge bid or proposal that he or she shall require that the language of this and information of participant is not required to exceed that which is certification be included in all lower tier subcontracts, which exceed normally possessed by a prudent person in the ordinary course of 5100,000 and that all such recipients shall certify and disclose business dealings. accordingly I. Except for transactions authorized under paragraph e of these instructions, if a participant in a covered transaction knowingly enters into a lower tier coveted transaction with a person who is suspended, debased, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. Certfficatkn Regarding Debarment, Suspension, IneligibWty and Voluntary Exclusion —Lower Tier Covered Transactions: 1. The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency. 2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. ScenicBywaysGrant.01.Aprl 1 — originated from approved OSC Grant template Rev 1/12/11 Exhibit C -9 CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -HTD -31201 EXHIBIT I — FEDERAL FUNDING ACCOUNTABILITY AND TRANSPARENCY ACT (FFATA) SUPPLEMENTAL PROVISIONS Supplemental Provisions for. Federally Funded Contracts, Grants, and Purchase Orders Subject to The Federal Funding Accountability and Transparency Act of 2006 (FFATA), As Amended As of 10 -15 -10 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. "Central Contractor Registration (CCR)" means the Federal repository into which an Entity must enter the information required under the Transparency Act, which may be found at htto://www.bon.qoviccr. 1.3. "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. 1.4. "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. 1.5. "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: htto://fedoov.dnb.com/webform. 1.6. "Entity" means all of the following as defined at 2 CFR part 25, subpart C; 1.6.1. A governmental organization, which is a State, local government, or Indian Tribe; ScenicBywaysGrant.0l.Aprl 1 — originated from approved OSC Grant template Rev 1/12/11 Exhibit D -3 CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -HTD -31201 1.6.2. A foreign public entity; 1.6.3. A domestic or foreign non - profit organization; 1.6.4. A domestic or foreign for - profit organization; and 1.6.5. A Federal agency, but only a Subrecipient under an Award or Subaward to a non - Federal entity. 13. "Executive" means an officer, managing partner or any other employee in a management position. 1.8. "Federal Award Identification Number (FAIN)" means an Award number assigned by a Federal agency to a Prime Recipient. 1.9. "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? 1.10. "Prime Recipient" means a Colorado State agency or institution of higher education that receives an Award. 1.11. "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. 1.12. "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. 1.13. "Subrecipient Parent DUNS Number" means the subrecipient parent organization's 9 -digit Data Universal Numbering System (DUNS) number that appears in the subrecipient's Central Contractor Registration (CCR) profile, if applicable. 1.14. "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. 1.15. "Total Compensation" means the cash and noncash dollar value earned by an Executive during the Prime Recipient's or Subrecipient's preceding fiscal year and includes the following: 1.15.1. Salary and bonus; 1.15.2. Awards of stock, stock options, and stock appreciation rights, using the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2005) (FAS 123R), Shared Based Payments; 1.15.3. Earnings for services under non -equity incentive plans, not including group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of Executives and are available generally to all salaried employees; 1.15.4. Change in present value of defined benefit and actuarial pension plans; 1.15.5. Above - market earnings on deferred compensation which is not tax -qualified; 1.15.6. Other compensation, if the aggregate value of all such other compensation (e.g. severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the Executive exceeds $10,000. 1.16. "Transparency Act" means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109 -282), as amended by §6202 of Public Law 110 -252. The Transparency Act also is referred to as FFATA. 1.17 "Vendor" means a dealer, distributor, merchant or other seller providing property or services required for a project or program funded by an Award. A Vendor is not a Prime Recipient or a Subrecipient and is not subject to the terms and conditions of the Federal award. Program compliance requirements do not pass through to a Vendor. ScenicBywaysGrant.01.Apr11— originated from approved OSC Grant template Rev 1/12/11 Exhibit C -9 CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -HTD -31201 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. Central Contractor Registration (CCR) and Data Universal Numbering System (DUNS) Requirements. 3.1. CCR. Contractor shall maintain the currency of its information in the CCR until the Contractor submits the final financial report required under the Award or receives final payment, whichever is later. Contractor shall review and update the CCR 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 CCR 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 CCR and to the Prime Recipient as required in §7 below if Contractor is a Subrecipient for the Award pursuant to the Transparency Act. No direct payment shall be made to Contractor for providing any reports required under these Supplemental Provisions and the cost of producing such reports shall be included in the Contract price. The reporting requirements in §7 below are based on guidance from the US Office of Management and Budget (OMB), and as such are subject to change at any time by OMB. Any such changes shall be automatically incorporated into this Contract and shall become part of Contractor's obligations under this Contract, as provided in §2 above. The Colorado Office of the State Controller will provide summaries of revised OMB reporting requirements at htto: / /www. Colorado .qov /doa/dfp /sco /FFATA.htm. 6. Effective Date and Dollar Threshold for Reporting. The effective date of these supplemental provisions apply to new Awards as of October 1, 2010. Reporting requirements in §7 below apply to new Awards as of October 1, 2010, if the initial award is $25,000 or more. If the initial Award is below $25,000 but subsequent Award modifications result in a total Award of $25,000 or more, the Award is subject to the reporting requirements as of the date the Award exceeds $25,000. If the initial Award is $25,000 or more, but funding is subsequently de- obligated such that the total award amount falls below $25,000, the Award shall continue to be subject to the reporting requirements. 7. Subrecipient Reporting Requirements. If Contractor is a Subrecipient, Contractor shall report as set forth below. 7.1 To CCR. A Subrecipient shall register in CCR and report the following data elements in CCR 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; ScenicBywaysGmtn.01.Aprl 1 - originated from approved OSC Grant template Rev 1/12/11 Exhibit C - 9 i CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -HTD -31201 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 CCR. 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. 9. 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. THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK SoenicBywaysGrant.01.Apr11 — originated from approved OSC Grant template Rev 1/12/11 Exhibit C -9 CDOT — Division of Transportation Development SAP PO #: 291001030 CMS #: 11 -HTD -31201 EXIIIBIT J — CERTIFICATE REGARDING FEDERAL LOBBYING Certification regarding Federal Lobbying Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigned certifies, to the best of his or her knowledge and belief, that: (1) No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. (2) 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 employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form -LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all sub -award at all tiers (including subcontracts, subgrants, and contracts under grant, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. 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. Grantee INSERT - Legal Name of Grantee By: INSERT -Name of Authorized Individual Title: INSERT-Official Title of Authorized Individual *Signature Date: ScenicBywaysGrant.Ol.Aprl1— originated from approved OSC Grant template Rev 1/12/11 Exhibit F -1