HomeMy WebLinkAboutbocc.con.267.2013 CONTRACT#W0/3
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS
OF PITKIN COUNTY, COLORADO,APPROVING A REVISED
INTERGOVERNMENTAL AGREEMENT (IGA) WITH THE COLORADO
DEPARTMENT OF TRANSPORTATION FOR THE SCENIC BYWAY GRANT
RESOLUTION NO.,95 -2013
• Whereas, the Pitkin County Board of County Commissioners (BOCC) and Open Space
and Trails board desire to renovate Elk Park in the Crystal River valley for the purposes
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 3d, 2011 subject to a grant agreement with CDOT (CDOT
SAP PO #:291001005);
Whereas, the Pitkin County Open Space and Trails Board has conceptually agree to the
cash match requirement of$31,225, and these funds are available subject to a formal
budget appropriation prior to expenditures pursuant to the grant;
Whereas, on July 27, 2012 the Board of County Commissioners approved Resolution
071-2011 that approved a specific IGA with CDOT on this project.
Whereas, CDOT revised the previous grant 1GA tracking information to: Project: SBY
C570-021 (19370), Routing#: 14 HA3 53905, Region: 3(WMA) SAP ID#: 0331000654, thereby
requiring a modification of Pitkin County Resolution 071-2011.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Pitkin County, Colorado that:
1. Pitkin County Resolution 071-2011 is hereby amended to allow for the non-
substantive changes to the grant IGA as requested by CDOT.
2. Upon approval of the form by the Open Space Directory and County
Attorney, the Chair is authorized to execute the revised Grant Agreement in
substantially the form attached hereto.
3. 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
26 DAY OF JUNE 2013.
NOTICE OF PUBLIC HEA NG PUBLISHED IN THE ASPEN TIMES WEEKLY ON
THE 7 DAY OF 6011-C 2013.
•
1
PUB IC HEARING AND SECOND READING ON THE /v fet
DAY OF
, 2013.
PUBLISHED FTER ADOPTION IN THE ASPEN TIMES WEEKLY ON THE/c—fl-
DAY OF , 2013.
ATTEST: BOARD OF COUNTY COMMISSIONERS
OF P1TKIN COUNTY, COLORADO
I / ii 4 B ff
Jea l-tte Jones Georg-T ewman ha nna
Deputy Clerk & ' ,corder
Date: /
APPROVED AS TO FORM: MANAGER APPROVAL:
7/7
Jam/
John Ely,Coun torn- Jon Peacock, County Manager
I;21
Pale Will, Director
Open Space and Trails
2
(FMLAWRK) Rev.7/8/09
Project: SBY 670-021 (19370) Routing#: 14 HA3 53905
Region: 3(WMA) SAP ID#:0331000654
STATE OF COLORADO
Department of Transportation
Agreement
with
PITKIN COUNTY
Table of Contents
1.PARTIES 2
2. EFFECTIVE DATE AND NOTICE OF NONLI ABILI TY 2
3.RECITALS 2
4.DEFINITIONS 2
5.TERM and EARLY TERMINATION . 3
6.SCOPE OF WORK 3
7.OPTION LEVIER MODIFICATION 7
8.PAYMENTS 7
9.ACCOUNTING 9
10.REPORTING-NOTIFICATION 9
11.LOCAL AGENCY RECORDS I0
12.CONFIDENTIAL INFORMATION-STATE RECORDS 10
13.CONFLICT OF INTEREST 11
14.REPRESENTATIONS AND WARRANTIES 11
15.INSURANCE 11
16.DEFAULT-BREACH 13
17.REMEDIES 13
18.NOTICES and REPRESENTATIVES 15
19.RIGHTS IN DATA.DOCUMENTS,AND COMPUTER SOFTWARE 15
20.GOVERNMENTAL IMMUNITY 15
21.STATEWIDE CONTRACT MANAGEMENT SYSTEM 15
22.FEDERAL REQUIREMENTS 16
23.DISADVANTAGED BUSINESS ENTERPRISE(DBE) 16
24.DISPUTES 16
25.GENERAL PROVISIONS 16
26.COLORADO SPECIAL PROVISIONS 19
27.SIGNATURE PAGE 21
28.EXHIBIT A-SCOPE OF WORK
29.EXHIBIT 13-LOCAL AGENCY RESOLUTION
30.EXHIBIT C-FUNDING PROVISIONS
31.EXHIBIT I)-OPTION LETTER
32.EXHIBIT E-LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST
33.EXHIBIT F-CERTIFICATION FOR FEDERAL-AID CONTRACTS
34.EXHIBIT G-DISADVANTAGED BUSINESS ENTERPRISE
35.EXHIBIT H-LOCAL AGENCY PROCEDURES FOR CONSULTANT SERVICES
36.EXHIBIT I-FEDERAL AID CONTRACT PROVISIONS
37.EXHIBIT 1-FEDERAL REQUIREMENTS
38.EXHIBIT K-SUPPLEMENTAL FEDERAL PROVISIONS
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1. PARTIES
THIS AGREEMENT is entered into by and between PITK1N COUNTY(hereinafter called the"Local Agency"),
and the STATE OF COLORADO acting by and through the Department of Transportation(hereinafter called the
"State"or"CDOT").
2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY
This Agreement shall not be effective or enforceable until it is approved and signed by the Colorado State Controller
or their designee(hereinafter called the"Effective Date"). The State shall not be liable to pay or reimburse the Local
Agency for any performance hereunder,including,but not limited to costs or expenses incurred,or be bound by any
provision hereof prior to the Effective Date.
3. RECITALS
A. Authority,Appropriation,and Approval
Authority exists in the law and funds have been budgeted,appropriated and otherwise made available and a
sufficient unencumbered balance thereof remains available for payment and the required approval,clearance
and coordination have been accomplished from and with appropriate agencies.
i. Federal Authority
Pursuant to Title I, Subtitle A, Section 1 108 of the"Transportation Equity Act for the 21st Century"of 1998
(TEA-2I)and/or the"Safe,Accountable,Flexible,Efficient Transportation Equity Act: A Legacy for Users"
(SAFETEA-LU)of 2005 and to applicable provisions of Title 23 of the United States Code and implementing
regulations at Title 23 of the Code of Federal Regulations,as may be amended,(collectively referred to
hereinafter as the"Federal Provisions"),certain federal funds have been and are expected to continue to be
allocated for transportation projects requested by the Local Agency and eligible under the Surface
Transportation Improvement Program that has been proposed by the State and approved by the Federal
Highway Administration("FHWA").
ii. State Authority
Pursuant to CRS §43-1-223 and to applicable portions of the Federal Provisions,the State is responsible for the
general administration and supervision of performance of projects in the Program,including the administration
of federal funds for a Program project performed by a Local Agency under a contract with the State.This
Agreement is executed under the authority of CRS §§29-I-203,43-1-110;43-1-116,43-2-101(4)(c)and 43-2-
104.5.
B. Consideration
The Parties acknowledge that the mutual promises and covenants contained herein and other good and valuable
consideration are sufficient and adequate to support this Agreement.
C. Purpose
The purpose of this Agreement is to disburse Federal funds to the Local Agency pursuant to CDOT's
Stewardship Agreement with the FIiWA.
D. References
All references in this Agreement to sections(whether spelled out or using the § symbol),subsections,exhibits
or other attachments,are references to sections,subsections,exhibits or other attachments contained herein or
incorporated as a part hereof,unless otherwise noted.
4. DEFINITIONS
The following terms as used herein shall be construed and interpreted as follows:
A. Agreement or Contract
"Agreement"or"Contract"means this Agreement,its terms and conditions,attached exhibits,documents
incorporated by reference under the terms of this Agreement,and any future modifying agreements,exhibits,
attachments or references that are incorporated pursuant to Colorado State Fiscal Rules and Policies.
B. Agreement Funds
"Agreement Funds"means funds payable by the State to Local Agency pursuant to this Agreement.
C. Budget
"Budget"means the budget for the Work described in Exhibit C.
D. Consultant and Contractor
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"Consultant"means a professional engineer or designer hired by Local Agency to design the Work and
"Contractor"means the general construction contractor hired by Local Agency to construct the Work.
E. Evaluation
"Evaluation"means the process of examining the Local Agency's Work and rating it based on criteria
established in§6 and Exhibits A and E.
F. Exhibits and Other Attachments
The following exhibit(s)are attached hereto and incorporated by reference herein: Exhibit A (Scope of Work),
Exhibit B(Resolution), Exhibit C(Funding Provisions), Exhibit D(Option Letter), Exhibit E (Checklist),
Exhibit F(Certification for Federal-Aid Funds),Exhibit G (Disadvantaged Business Enterprise), Exhibit H
(Local Agency Procedures), Exhibit I(Federal-Aid Contract Provisions), Exhibit J(Federal Requirements)
and Exhibit IC(Supplemental Federal Provisions).
C. Goods
"Goods"means tangible material acquired,produced,or delivered by the Local Agency either separately or in
conjunction with the Services the Local Agency renders hereunder.
H. Oversight
"Oversight"means the term as it is defined in the Stewardship Agreement between CDOT and the Federal
Highway Administration ("FH WA")and as it is defined in the Local Agency Manual.
I. Party or Parties
"Party" means the State or the Local Agency and"Parties"means both the State and the Local Agency
J. Work Budget
Work Budget means the budget described in Exhibit C.
K. Services
"Services"means the required services to be performed by the Local Agency pursuant to this Contract.
L. Work
"Work"means the tasks and activities the Local Agency is required to perform to fulfill its obligations under
this Contract and Exhibits A and E,including the performance of the Services and delivery of the Goods.
M. Work Product
"Work Product"means the tangible or intangible results of the Local Agency's Work, including, but not limited
to,software,research,reports,studies,data,photographs,negatives or other finished or unfinished documents,
drawings,models, surveys, maps, materials,or work product of any type,including drafts.
5. TERM and EARLY TERMINATION
The Parties' respective performances under this Agreement shall commence on the Effective Date.This Agreement
shall terminate after five(5)years of state controllers signature in section 27, unless sooner terminated or completed
as demonstrated by final payment and final audit.
6. SCOPE OF WORK
A. Completion
The Local Agency shall complete the Work and other obligations as described herein in Exhibit A.Work
performed prior to the Effective Date or after final acceptance shall not be considered part of the Work.
B.. Goods and Services
The Local Agency shall procure Goods and Services necessary to complete the Work.Such procurement shall
be accomplished using the Contract Funds and shall not increase the maximum amount payable hereunder by
the State.
C.. Employees
All persons employed hereunder by the Local Agency,or any Consultants or Contractors shall be considered
the Local Agency's,Consultants' or Contractors' employee(s)for all purposes and shall not be employees of
the State for any purpose.
D. State and Local Agency Commitments
i. Design
If the Work includes preliminary design or final design or design work sheets,or special provisions and
estimates(collectively referred to as the"Plans"),the Local.Agency shall comply with and be responsible for
satisfying the following requirements:
a) Perform or provide the Plans to the extent required by the nature of the Work.
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b) Prepare final design in accordance with the requirements of the latest edition of the American Association
of State Highway Transportation Officials(AASHTO)manual or other standard,such as the Uniform
Building Code,as approved by the State.
c) Prepare provisions and estimates in accordance with the most current version of the State's Roadway and
Bridge Design Manuals and Standard Specifications for Road and Bridge Construction or Local Agency
specifications if approved by the State.
d) Include details of any required detours in the Plans in order to prevent any interference of the construction
Work and to protect the traveling public.
e) Stamp the Plans produced by a Colorado Registered Professional Engineer.
f) Provide final assembly of Plans and all other necessary documents.
g) Be responsible for the Plans'accuracy and completeness.
h) Make no further changes in the Plans following the award of the construction contract to contractor unless
agreed to in writing by the Parties.The Plans shall be considered final when approved in writing by CDOT
and when final they shall be incorporated herein.
ii. Local Agency Work
a) Local Agency shall comply with the requirements of the Americans With Disabilities Act(ADA),and
applicable federal regulations and standards as contained in the document"ADA Accessibility
Requirements in CDOT Transportation Projects".
b) Local Agency shall afford the State ample opportunity to review the Plans and make any changes in the
Plans that are directed by the State to comply with FHWA requirements.
c) Local Agency may enter into a contract with a Consultant to perform all or any portion of the Plans and/or
of construction administration. Provided,however, if federal-aid funds are involved in the cost of such
Work to be done by such Consultant,such Consultant contract(and the performance/provision of the Plans
under the contract)must comply with all applicable requirements of 23 C.F.R.Part 172 and with any
procedures implementing those requirements as provided by the State, including those in Exhibit H.If the
Local Agency enters into a contract with a Consultant for the Work:
(1) Local Agency shall submit a certification that procurement of any Consultant contract complies with
the requirements of 23 C.F.R. 172.5(1)prior to entering into such Consultant contract, subject to the
State's approval. If not approved by the State,the Local Agency shall not enter into such Consultant
contract.
(2) Local Agency shall ensure that all changes in the Consultant contract have prior approval by the State
and FHW A and that they are in writing. Immediately after the Consultant contract has been awarded,
one copy of the executed Consultant contract and any amendments shall be submitted to the State.
(3) Local Agency shall require that all billings under the Consultant contract comply with the State's
standardized billing format. Examples of the billing formats are available from the CDOT Agreements
Office.
(4) Local Agency(and any Consultant)shall comply with 23 C.F.R. 172.5(6)and(d)and use the CDOT
procedures described in Exhibit H to administer the Consultant contract.
(5) Local Agency may expedite any CDOT approval of its procurement process and/or Consultant contract
by submitting a letter to CDOT from the Local Agency's attorney/authorized representative certifying
compliance with Exhibit H and 23 C.F.R. 172.5(b)and(d).
(6) Local Agency shall ensure that the Consultant contract complies with the requirements of 49 CFR
18.36(i)and contains the following language verbatim:
(a) The design work under this Agreement shall be compatible with the requirements of the contract
between the Local Agency and the State(which is incorporated herein by this reference)for the
design/construction of the project.The State is an intended third-party beneficiary of this
agreement for that purpose.
(b) Upon advertisement of the project work for construction,the consultant shall make available
services as requested by the State to assist the State in the evaluation of construction and the
resolution of construction problems that may arise during the construction of the project.
(c) The consultant shall review the Construction Contractor's shop drawings for conformance with
the contract documents and compliance with the provisions of the State's publication, Standard
Specifications for Road and Bridge Construction,in connection with this work.
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d) The State, in its sole discretion,may review construction plans,special provisions and estimates
and may require the Local Agency to make such changes therein as the State determines necessary
to comply with State and FHWA requirements.
iii.Construction
If the Work includes construction,the Local Agency shall perform the construction in accordance with the
approved design plans and/or administer the construction in accordance with Exhibit E. Such
administration shall include Work inspection and testing;approving sources of materials; performing
required plant and shop inspections;documentation of contract payments,testing and inspection activities;
preparing and approving pay estimates; preparing,approving and securing the funding for contract
modification orders and minor contract revisions;processing Construction Contractor claims;construction
supervision;and meeting the Quality Control requirements of the FHWA/CDOT Stewardship Agreement,
as described in the Local Agency Contract Administration Checklist.
a) If the Local Agency is performing the Work,the State may,after providing written notice of the reason
for the suspension to the Local Agency,suspend the Work,wholly or in part,due to the failure of the
Local Agency or its Contractor to correct conditions which are unsafe for workers or for such periods
as the State may deem necessary due to unsuitable weather,or for conditions considered unsuitable for
the prosecution of the Work,or for any other condition or reason deemed by the State to be in the
public interest.
b) The Local Agency shall be responsible for the following:
(1) Appointing a qualified professional engineer, licensed in the State of Colorado,as the Local
Agency Project Engineer(LAPS),to perform engineering administration.The LAPE shall
administer the Work in accordance with this Agreement,the requirements of the construction
contract and applicable State procedures.
(2) For the construction of the Work,advertising the call for bids upon approval by the State and
awarding the construction contract(s)to the low responsible bidder(s).
(a) All advertising and bid awards,pursuant to this agreement,by the Local Agency shall comply
with applicable requirements of 23 U.S.C. §112 and 23 C.F.R.Parts 633 and 635 and C.R.S. §
24-92-101 et seq. Those requirements include,without limitation,that the Local Agency and
its Contractor shall incorporate Fonn 1273 (Exhibit 1)in its entirety verbatim into any
subcontract(s) for those services as terms and conditions therefor,as required by 23 C.F.R.
633.102(e).
(b) The Local Agency may accept or reject the proposal of the apparent low bidder for Work on
which competitive bids have been received. The Local Agency must accept or reject such bid
within three(3)working days after they are publicly opened.
(c) As part of accepting bid awards,the Local Agency shall provide additional funds,subject to
their availability and appropriation,necessary to complete the Work if no additional federal-
aid funds are available.
(3) The requirements of this§6(D)(iii)(c)(2)also apply to any advertising and awards made by the
State.
(4) If all or part of the Work is to be accomplished by the Local Agency's personnel (i.e. by force
account)rather than by a competitive bidding process,the Local Agency shall perform such work
in accordance with pertinent State specifications and requirements of 23 C.F.R.635, Subpart B,
Force Account Construction.
(a)Such Work will normally be based upon estimated quantities and firm unit prices agreed to
between the Local Agency,the State and FHWA in advance of the Work,as provided for in
23 C.R.F.635.204(c). Such agreed unit prices shall constitute a commitment as to the value of
the Work to be performed.
(b)An alternative to the preceeding subsection is that the Local Agency may agree to participate
in the Work based on actual costs of labor,equipment rental,materials supplies and
supervision necessary to complete the Work. Where actual costs are used,eligibility of cost
items shall be evaluated for compliance with 48 C.F.R.Part 31.
(c)If the State provides matching funds under this Agreement,rental rates for publicly owned
equipment shall be determined in accordance with the State's Standard Specifications for
Road and Bridge Construction §109.04.
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(d)All Work being paid under force account shall have prior approval of the State and/or FHWA
and shall not be initiated until the State has issued a written notice to proceed.
E. State's Commitments
a) The State will perform a final project inspection of the Work as a quality control/assurance activity. When
all Work has been satisfactorily completed,the State will sign the FHWA Fonn 1212.
b) Notwithstanding any consents or approvals given by the State for the Plans,the State shall not be liable or
responsible in any manner for the structural design,details or construction of any major structures designed
by,or that are the responsibility of,the Local Agency as identified in the Local Agency Contract
Administration Checklist, Exhibit E.
F. ROW and Acquisition/Relocation
a) If the Local Agency purchases a right of way for a State highway, including areas of influence,the Local
Agency shall immediately convey title to such right of way to CDOT after the Local Agency obtains title.
b) Any acquisition/relocation activities shall comply with all applicable federal and state statutes and
regulations, including but not limited to the Uniform Relocation Assistance and Real Property Acquisition
Policies Act of 1970 as amended and the Uniform Relocation Assistance and Real Property Acquisition
Policies for Federal and Federally Assisted Programs as amended(49 C.F.R. Part 24),CDOT's Right of
Way Manual,and CDOT's Policy and Procedural Directives.
c) The Parties' respective compliance responsibilities depend on the level of federal participation;provided
however,that the State always retains Oversight responsibilities.
d) The Parties' respective responsibilities under each level in CDOT's Right of Way Manual (located at
http://www.dot.state.co.us/ROW_Manual/)and reimbursement for the levels will be under the following
categories:
(1) Right of way acquisition(3111)for federal participation and non-participation;
(2) Relocation activities,if applicable(3109);
(3) Right of way incidentals, if applicable(expenses incidental to acquisition/relocation of right of way—
3114).
G. Utilities
If necessary,the Local Agency shall be responsible for obtaining the proper clearance or approval from any
utility company which may become involved in the Work.Prior to the Work being advertised for bids,the
Local Agency shall certify in writing to the State that all such clearances have been obtained.
a) Railroads
If the Work involves modification of a railroad company's facilities and such modification will be
accomplished by the railroad company,the Local Agency shall make timely application to the Public
Utilities commission requesting its order providing for the installation of the proposed improvements and
not proceed with that part of the Work without compliance.The Local Agency shall also establish contact
with the railroad company involved for the purpose of complying with applicable provisions of 23 C.F.R.
646,subpart B,concerning federal-aid projects involving railroad facilities and:
b) Execute an agreement setting out what work is to be accomplished and the location(s)thereof,and which
costs shall be eligible for federal participation.
c) Obtain the railroad's detailed estimate of the cost of the Work.
d) Establish future maintenance responsibilities for the proposed installation.
e) Proscribe future use or dispositions of the proposed improvements in the event of abandonment or
elimination of a grade crossing.
0 Establish future repair and/or replacement responsibilities in the event of accidental destruction or damage
to the installation.
II. Environmental Obligations
The Local Agency shall perform all Work in accordance with the requirements of the current federal and state
environmental regulations including the National Environmental Policy Act of 1969(NEPA)as applicable.
I. Maintenance Obligations
The Local Agency shall maintain and operate the Work constructed under this Agreement at its own cost and
expense during their useful life, in a manner satisfactory to the State and FHWA,and the Local Agency shall
provide for such maintenance and operations obligations each year.Such maintenance and operations shall be
conducted in accordance with all applicable statutes,ordinances and regulations pertaining to maintaining such
improvements. The State and FHWA may make periodic inspections to verify that such improvements are being
adequately maintained.
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7. OPTION LETTER MODIFICATION
An option letter may be used to add a phase without increasing total budgeted funds, increase or decrease the
encumberance amount as shown on Exhibit C,and/or tranfer funds from one phase to another.Option letter
modification is limited to the specific scenarios listed below. The option letter shall not be deemed valid until signed
by the State Controller or an authorized delegate.
A.Option to add a phase and/or increase or decrease the total encumberance amount
The State may require the Local Agency to begin a phase that may include Design,Construction,
Environmental,Utilities,ROW Incidentals or Miscellaneous(this does not apply to Acquisition/Relocation or
Railroads)as detailed in Exhibit A and at the same terms and conditions stated in the original Agreement,with
the total budgeted funds remaining the same.The State may simultaneously increase and/or decrease the total
encumbrance amount by replacing the original funding exhibit(Exhibit C) in the original Agreement with an
updated Exhibit C-I (subsequent exhibits to Exhibit C-1 shall be labeled C-2,C-3,etc).The State may
exercise this option by providing a fully executed option to the Local Agency within thirty(30)days before the
initial targeted start date of the phase, in a form substantially equivalent to Exhibit D.If the State exercises this
option,the Agreement will be considered to include this option provision.
B.Option to transfer funds from one phase to another phase
The State may require or permit the Local Agency to transfer funds from one phase(Design,Construction,
Environmental,Utilities,ROW Incidentals or Miscellaneous)to another as a result of changes to state, federal,
and local match.The original funding exhibit(Exhibit C)in the original Agreement will be replaced with an
updated Exhibit C-1 (subsequent exhibits to Exhibit C-1 shall be labled C-2,C-3,etc.)and attached to the
option letter.The funds transferred from one phase to another are subject to the same terms and conditions
stated in the original Agreement with the total budgeted funds remaining the same.The State may unilaterally
exercise this option by providing a fully executed option to the Local Agency within thirty(30)days before the
initial targeted start date of the phase,in a form substantially equivalent to Exhibit D.Any transfer of funds
from one phase to another is limited to an aggregate maximum of 24.99%of the original dollar amount of either
phase affected by a transfer. A bilateral amendment is required for any transfer exceeding 24.99%of the
original dollar amount of the phase affected by the increase or decrease.
C.Option to do both Options A and B
The State may require the Local Agency to add a phase as detailed in Exhibit A,and encumber and transfer
funds from one phase to another.The original funding exhibit(Exhibit C) in the original Agreement will be
replaced with an updated Exhibit C-1 (subsequent exhibits to Exhibit C-I shall be labeled C-2,C-3,etc.)and
attached to the option letter. The addition of a phase and encumbrance and transfer of funds are subject to the
same terms and conditions stated in the original Agreement with the total budgeted funds remaining the same.
The State may unilaterally exercise this option by providing a fully executed option to the Local Agency within
thirty(30)days before the initial targeted start date of the phase,in a form substantially equivalent to Exhibit
D.
8. PAYMENTS
The State shall, in accordance with the provisions of this §8,pay the Local Agency in the amounts and using the
methods set forth below:
A. Maximum Amount
The maximum amount payable is set forth in Exhibit C as determined by the State from available funds.
Payments to the Local Agency are limited to the unpaid encumbered balance of the Contract set forth in Exhibit
C.The Local Agency shall provide its match share of the costs as evidenced by an appropriate
ordinance/resolution or other authority letter which expressly authorizes the Local Agency the authority to enter
into this Agreement and to expend its match share of the Work. A copy of such ordinance/resolution or
authority letter is attached hereto as Exhibit B.
B. Payment
i. Advance, Interim and Final Payments
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Any advance payment allowed under this Contract or in Exhibit C shall comply with State Fiscal Rules and be
made in accordance with the provisions of this Contract or such Exhibit.The Local Agency shall initiate any
payment requests by submitting invoices to the State-in the form and manner,approved by the State.
ii. Interest
The State shall fully pay each invoice within 45 days of receipt thereof if the amount invoiced represents
performance by the Local Agency previously accepted by the State. Uncontested amounts not paid by the State
within 45 days shall bear interest on the unpaid balance beginning on the 46th day at a rate not to exceed one
percent per month until paid in full;provided,however,that interest shall not accrue on unpaid amounts that are
subject to a good faith dispute.The Local Agency shall invoice the State separately for accrued interest on
delinquent amounts.The billing shall reference the delinquent payment,the number of days interest to be paid
and the interest rate.
iii. Available Funds-Contingency-Termination
The State is prohibited by law from making commitments beyond the terns of the State's current fiscal year.
Therefore,the Local Agency's compensation beyond the State's current Fiscal Year is contingent upon the
continuing availability of State appropriations as provided in the Colorado Special Provisions. The State's
performance hereunder is also contingent upon the continuing availability of federal funds.Payments pursuant
to this Contract shall be made only from available funds encumbered for this Contract and the State's liability
for such payments shall be limited to the amount remaining of such encumbered funds.If State or federal funds
are not appropriated,or otherwise become unavailable to fund this Contract,the State may terminate this
Contract immediately, in whole or in part,without further liability in accordance with the provisions hereof.
iv. Erroneous Payments
At the State's sole discretion,payments made to the Local Agency in error for any reason, including,but not
limited to overpayments or improper payments,and unexpended or excess funds received by the Local Agency,
may be recovered from the Local Agency by deduction from subsequent payments under this Contract or other
contracts,Agreements or agreements between the State and the Local Agency or by other appropriate methods
and collected as a debt due to the State. Such funds shall not be paid to any party other than the State.
C. Use of Funds
Contract Funds shall be used only for eligible costs identified herein.
•
D. Matching Funds
The Local Agency shall provide matching funds as provided in §8.A. and Exhibit C.The Local Agency shall
have raised the full amount of matching funds prior to the Effective Date and shall report to the State regarding
the status of such funds upon request.The Local Agency's obligation to pay all or any part of any matching
funds,whether direct or contingent,only extend to funds duly and lawfully appropriated for the purposes of this
Agreement by the authorized representatives of the Local Agency and paid into the Local Agency's treasury.
The Local Agency represents to the State that the amount designated"Local Agency Matching Funds"in
Exhibit C has been legally appropriated for the purpose of this Agreement by its authorized representatives and
paid into its treasury.The Local Agency does not by this Agreement irrevocably pledge present cash reserves
for payments in future fiscal years,and this Agreement is not intended to create a multiple-fiscal year debt of
the Local Agency.The Local Agency shall not pay or be liable for any claimed interest,late charges,fees,taxes
or penalties of any nature,except as required by the Local Agency's laws or policies.
E. Reimbursement of Local Agency Costs
The State shall reimburse the Local Agency's allowable costs,not exceeding the maximum total amount
described in Exhibit C and§8.The applicable principles described in 49 C.F.R. 18 Subpart C and 49 C.F.R.
18.22 shall govern the State's obligation to reimburse all costs incurred by the Local Agency and submitted to
the State for reimubursement hereunder,and the Local Agency shall comply with all such principles.The State
shall reimburse the Local Agency for the federal-aid share of properly documented costs related to the Work
after review and approval thereof,subject to the provisions of this Agreement and Exhibit C.However,any
costs incurred by the Local Agency prior to the date of FHWA authorization for the Work and prior to the
Effective Date shall not be reimbursed absent specific FFIWA and State Controller approval thereof.Costs shall
be:
i. Reasonable and Necessary
Reasonable and necessary to accomplish the Work and for the Goods and Services provided.
ii. Net Cost
Actual net cost to the Local Agency(i.e.the price paid minus any items of value received by the Local
Agency that reduce the cost actually incurred);
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9. ACCOUNTING
The Local Agency shall establish and maintain accounting systems in accordance with generally accepted
accounting standards(a separate set of accounts,or as a separate and integral part of its current accounting scheme).
Such accounting systems shall,at a minimum,provide as follows:
A. Local Agency Performing the Work
If Local Agency is performing the Work,all allowable costs, including any approved services contributed by
the Local Agency or others,shall be documented using payrolls,time records, invoices,contracts,vouchers,and
other applicable records.
B. Local Agency-Checks or Draws
Checks issued or draws made by the Local Agency shall be made or drawn against properly signed vouchers
detailing the purpose thereof.All checks,payrolls,invoices,contracts,vouchers,orders,and other accounting
documents shall be on file in the office of the Local Agency,clearly identified,readily accessible,and to the
extent feasible,kept separate and apart from all other Work documents.
C. State-Administrative Services
The State may perform any necessary administrative support services required hereunder.The Local Agency
shall reimburse the State for the costs of any such services from the Budget as provided for in Exhibit C. If
FI-IWA funding is not available or is withdrawn,or if the Local Agency terminates this Agreement prior to the
Work being approved or completed,then all actual incurred costs of such services and assistance provided by
the State shall be the Local Agency's sole expense.
D. Local Agency-Invoices
The Local Agency's invoices shall describe in detail the reimbursable costs incurred by the Local Agency for
which it seeks reimbursement,the dates such costs were incurred and the amounts thereof,and shall not be
submitted more often than monthly.
E. Invoicing Within 60 Days
The State shall not be liable to reimburse the Local Agency for any costs unless CDOT receives such invoices
within 60 days after the date for which payment is requested,including final invoicing.Final payment to the
Local Agency may be withheld at the discretion of the State until completion of final audit. Any costs incurred
by the Local Agency that are not allowable under 49 C.F.R. 18 shall be reimbursed by the Local Agency,or the
State may offset them against any payments due from the State to the Local Agency.
F. Reimbursement of State Costs
CDOT shall perform Oversight and the Local Agency shall reimburse CDOT for its related costs. The Local
Agency shall pay invoices within 60 days after receipt thereof. If the Local Agency fails to remit payment
within 60 days,at CDOT's request,the State is authorized to withhold an equal amount from future
apportionment due the Local Agency from the Highway Users Tax Fund and to pay such funds directly to
CDOT. Interim funds shall be payable from the State Highway Supplementary Fund(400)until CDOT is
reimbursed.If the Local Agency fails to make payment within 60 days, it shall pay interest to the State at a rate
of one percent per month on the delinquent amounts until the billing is paid in full. CDOT's invoices shall
describe in detail the reimbursable costs incurred,the dates incurred and the amounts thereof,and shall not be
submitted more often than monthly
10. REPORTING-NOTIFICATION
Reports,Evaluations,and Reviews required under this §10 shall be in accordance with the procedures of and in such
form as prescribed by the State and in accordance with§18,if applicable.
A. Performance,Progress,Personnel,and Funds
The Local Agency shall submit a report to the State upon expiration or sooner termination of this Agreement,
containing an Evaluation and Review of the Local Agency's performance and the final status of the Local
Agency's obligations hereunder.
B. Litigation Reporting
Within 10 days after being served with any pleading related to this Agreement, in a legal action filed with a
court or administrative agency,the Local Agency shall notify the State of such action and deliver copies of such
pleadings to the State's principal representative as identified herein. If the State or its principal representative is
not then serving,such notice and copies shall be delivered to the Executive Director of CDOT.
C. Noncompliance
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The Local Agency's failure to provide reports and notify the State in a timely manner in accordance with this
§10 may result in the delay of payment of funds and/or termination as provided under this Agreement.
D. Documents
Upon request by the State,the Local Agency shall provide the State,or its authorized representative,copies of
all documents,including contracts and subcontracts,in its possession related to the Work.
11. LOCAL AGENCY RECORDS
A. Maintenance
The Local Agency shall make,keep,maintain,and allow inspection and monitoring by the State of a complete
file of all records,documents,communications,notes and other written materials,electronic media files,and
communications,pertaining in any manner to the Work or the delivery of Services(including,but not limited to
the operation of programs)or Goods hereunder.The Local Agency shall maintain such records until the last to
occur of the following:(i)a period of three years after the date this Agreement is completed or terminated,or
(ii)three years after final payment is made hereunder,whichever is later,or(iii)for such further period as may
be necessary to resolve any pending matters,or(iv)if an audit is occurring,or the Local Agency has received
notice that an audit is pending,then until such audit has been completed and its findings have been resolved
(collectively,the"Record Retention Period").
B. Inspection
The Local Agency shall permit the State,the federal government and any other duly authorized agent of a
governmental agency to audit, inspect,examine,excerpt,copy and/or transcribe the Local Agency's records
related to this Agreement during the Record Retention Period to assure compliance with the terms hereof or to
evaluate the Local Agency's performance hereunder.The State reserves the right to inspect the Work at all
reasonable times and places during the term of this Agreement, including any extension.If the Work fails to
conform to the requirements of this Agreement,the State may require the Local Agency promptly to bring the
Work into conformity with Agreement requirements,at the Local Agency's sole expense.If the Work cannot be
brought into conformance by re-performance or other corrective measures,the State may require the Local
Agency to take necessary action to ensure that future performance conforms to Agreement requirements and
may exercise the remedies available under this Agreement at law or in equity in lieu of or in conjunction with
such corrective measures.
C. Monitoring
The Local Agency also shall permit the State,the federal government or any other duly authorized agent of a
governmental agency, in their sole discretion,to monitor all activities conducted by the Local Agency pursuant
to the terms of this Agreement using any reasonable procedure,including,but not limited to:internal evaluation
procedures,examination of program data,special analyses,on-site checking,formal audit examinations,or any
other procedures.All such monitoring shall be performed in a manner that shall not unduly interfere with the
Local Agency's performance hereunder.
D. Final Audit Report
If an audit is performed on the Local Agency's records for any fiscal year covering a portion of the term of this
Agreement,the Local Agency shall submit a copy of the final audit report to the State or its principal
representative at the address specified herein.
12. CONFIDENTIAL INFORMATION-STATE RECORDS
The Local Agency shall comply with the provisions of this§12 if it becomes privy to confidential information in
connection with its performance hereunder.Confidential information,includes,but is not necessarily limited to,
state records,personnel records,and information concerning individuals. Nothing in this §12 shall be construed to
require the Local Agency to violate the Colorado Open Records Act,C.R.S. §§ 24-72-1001 et seq.
A. Confidentiality
The Local Agency shall keep all State records and information confidential at all times and to comply with all
laws and regulations concerning confidentiality of information.Any request or demand by a third party for State
records and information in the possession of the Local Agency shall be immediately forwarded to the State's
principal representative.
B. Notification
The Local Agency shall notify its agents,employees and assigns who may come into contact with State records
and confidential information that each is subject to the confidentiality requirements set forth herein,and shall
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provide each with a written explanation of such requirements before they are permitted to access such records
and information.
C. Use,Security,and Retention
Confidential information of any kind shall not be distributed or sold to any third party or used by the Local
Agency or its agents in any way,except as authorized by the Agreement and as approved by the State.The
Local Agency shall provide and maintain a secure environment that ensures confidentiality of all State records
and other confidential information wherever located.Confidential information shall not be retained in any files
or otherwise by the Local Agency or its agents,except as set forth in this Agreement and approved by the State.
D. Disclosure-Liability
Disclosure of State records or other confidential information by the Local Agency for any reason may be cause
for legal action by third parties against the Local Agency,the State or their respective agents.The Local Agency
is prohibited from providing indemnification to the State pursuant to the Constitution of the State of Colorado,
Article XI, Section 1,however,the Local Agency shall be responsible for any and all claims,damages, liability
and court awards including costs,expenses,and attorney fees and related costs, incurred as a result of any act or
omission by the Local Agency,or its employees,agents,or assignees pursuant to this §12.
13. CONFLICT OF INTEREST
The Local Agency shall not engage in any business or personal activities or practices or maintain any relationships
which conflict in any way with the full performance of the Local Agency's obligations hereunder.The Local
Agency acknowledges that with respect to this Agreement even the appearance of a conflict of interest is harmful to
the State's interests. Absent the State's prior written approval,the Local Agency shall refrain from any practices,
activities or relationships that reasonably appear to be in conflict with the full performance of the Local Agency's
obligations to the State hereunder. If a conflict or appearance exists,or if the Local Agency is uncertain whether a
conflict or the appearance of a conflict of interest exists,the Local Agency shall submit to the State a disclosure
statement setting forth the relevant details for the State's consideration.Failure to promptly submit a disclosure
statement or to follow the State's direction in regard to the apparent conflict constitutes a breach of this Agreement.
14. REPRESENTATIONS AND WARRANTIES
The Local Agency makes the following specific representations and warranties,each of which was relied on by the
State in entering into this Agreement.
A. Standard and Manner of Performance
The Local Agency shall perform its obligations hereunder,including in accordance with the highest
professional standard of care,skill and diligence and in the sequence and manner set forth in this Agreement.
B. Legal Authority—The Local Agency and the Local Agency's Signatory
The Local Agency warrants that it possesses the legal authority to enter into this Agreement and that it has
taken all actions required by its procedures,by-laws,and/or applicable laws to exercise that authority,and to
lawfully authorize its undersigned signatory to execute this Agreement,or any part thereof,and to bind the
Local Agency to its terms.If requested by the State,the Local Agency shall provide the State with proof of the
Local Agency's authority to enter into this Agreement within 15 days of receiving such request.
C. Licenses,Permits,Etc.
The Local Agency represents and warrants that as of the Effective Date it has,and that at all times during the
term hereof it shall have,at its sole expense,all licenses,certifications,approvals, insurance,permits,and other
authorization required by law to perform its obligations hereunder.The Local Agency warrants that it shall
maintain all necessary licenses,certifications,approvals, insurance,permits,and other authorizations required
to properly perform this Agreement,without reimbursement by the State or other adjustment in Agreement
Funds. Additionally,all employees and agents of the Local Agency performing Services under this Agreement
shall hold all required licenses or certifications, if any,to perform their responsibilities.The Local Agency, if a
foreign corporation or other foreign entity transacting business in the State of Colorado, further warrants that it
currently has obtained and shall maintain any applicable certificate of authority to transact business in the State
of Colorado and has designated a registered agent in Colorado to accept service of process.Any revocation,
withdrawal or non-renewal of licenses,certifications, approvals,insurance,permits or any such similar
requirements necessary for the Local Agency to properly perform the terms of this Agreement shall be deemed
to be a material breach by the Local Agency and constitute grounds for termination of this Agreement.
15. INSURANCE
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The Local Agency and its contractors shall obtain and maintain insurance as specified in this section at all times
during the term of this Agreement: All policies evidencing the insurance coverage required hereunder shall be issued
by insurance companies satisfactory to the Local Agency and the State.
A. The Local Agency
i. Public Entities
If the Local Agency is a"public entity"within the meaning of the Colorado Governmental Immunity Act,CRS
§24-10-101,et seq.,as amended(the"GIA"),then the Local Agency shall maintain at all times during the term
of this Agreement such liability insurance,by commercial policy or self-insurance,as is necessary to meet its
liabilities under the GIA. The Local Agency shall show proof of such insurance satisfactory to the State, if
requested by the State.The Local Agency shall require each Agreement with their Consultant and Contractor,
that are providing Goods or Services hereunder,to include the insurance requirements necessary to meet
Consultant or Contractor liabilities under the GIA.
ii. Non-Public Entities
If the Local Agency is not a"public entity"within the meaning of the Governmental Immunity Act,the Local
Agency shall obtain and maintain during the term of this Agreement insurance coverage and policies meeting
the same requirements set forth in§15(B)with respect to sub-contractors that are not"public entities".
B. Contractors
The Local Agency shall require each contract with Contractors,Subcontractors,or Consultants,other than those
that are public entities,providing Goods or Services in connection with this Agreement,to include insurance
requirements substantially similar to the following:
i. Worker's Compensation
Worker's Compensation Insurance as required by State statute,and Employer's Liability Insurance covering all
of the Local Agency's Contractors, Subcontractors,or Consultant's employees acting within the course and
scope of their employment.
ii. General Liability
Commercial General Liability Insurance written on ISO occurrence form CG 00 01 10/93 or equivalent,
covering premises operations, fire damage,independent contractors,products and completed operations, blanket
liability,personal injury,and advertising liability with minimum limits as follows:(a)$1,000,000 each
occurrence;(b)$1,000,000 general aggregate;(c)$1,000,000 products and completed operations aggregate;and
(d)$50,000 any one fire.If any aggregate limit is reduced below$1,000,000 because of claims made or paid,
contractors,subcontractors,and consultants shall immediately obtain additional insurance to restore the full
aggregate limit and furnish to the Local Agency a certificate or other document satisfactory to the Local Agency
showing compliance with this provision.
iii. Automobile Liability
Automobile Liability Insurance covering any auto(Including owned,hired and non-owned autos)with a
minimum limit of$1,000,000 each accident combined single limit.
iv. Additional Insured
The Local Agency and the State shall be named as additional insured on the Commercial General Liability
policies(leases and construction contracts require additional insured coverage for completed operations on
endorsements CC 2010 11/85,CG 2037,or equivalent).
v. Primacy of Coverage
Coverage required of the Consultants or Contractors shall be primary over any insurance or self-insurance
program carried by the Local Agency or the State.
vi. Cancellation
The above insurance policies shall include provisions preventing cancellation or non-renewal without at least 45
days prior notice to the Local Agency and the State by certified mail.
vii. Subrogation Waiver
All insurance policies in any way related to this Agreement and secured and maintained by the Local Agency's
Consultants or Contractors as required herein shall include clauses stating that each carrier shall waive all rights
of recovery,under subrogation or otherwise,against the Local Agency or the State,its agencies, institutions,
organizations,officers,agents, employees,and volunteers.
C. Certificates
The Local Agency and all Contractors,subcontractors,or Consultants shall provide certificates showing
insurance coverage required hereunder to the State within seven business days of the Effective Date of this
Agreement.No later than 15 days prior to the expiration date of any such coverage,the Local Agency and each
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contractor,subcontractor,or consultant shall deliver to the State or the Local Agency certificates of insurance
evidencing renewals thereof. In addition,upon request by the State at any other time during the term of this
Agreement or any sub-contract,the Local Agency and each contractor,subcontractor,or consultant shall,within
10 days of such request,supply to the State evidence satisfactory to the State of compliance with the provisions
of this§15.
16. DEFAULT-BREACH
A. Defined
In addition to any breaches specified in other sections of this Agreement, the failure of either Party to perform
any of its material obligations hereunder in whole or in part or in a timely or satisfactory manner constitutes a
breach.
B. Notice and Cure Period
In the event of a breach,notice of such shall be given in writing by the aggrieved Party to the other Party in the
manner provided in§18. If such breach is not cured within 30 days of receipt of written notice,or if a cure
cannot be completed within 30 days,or if cure of the breach has not begun within 30 days and pursued with due
diligence,the State may exercise any of the remedies set forth in §17.Notwithstanding anything to the contrary
herein,the State, in its sole discretion,need not provide advance notice or a cure period and may immediately
terminate this Agreement in whole or in part if reasonably necessary to preserve public safety or to prevent
immediate public crisis.
17. REMEDIES
If the Local Agency is in breach under any provision of this Agreement,the State shall have all of the remedies
listed in this§17 in addition to all other remedies set forth in other sections of this Agreement following the notice
and cure period set forth in§16(8).The State may exercise any or all of the remedies available to it,in its sole
discretion,concurrently or consecutively.
A. Termination for Cause and/or Breach
If the Local Agency fails to perform any of its obligations hereunder with such diligence as is required to ensure
its completion in accordance with the provisions of this Agreement and in a timely manner,the State may notify
the Local Agency of such non-performance in accordance with the provisions herein. If the Local Agency
thereafter fails to promptly cure such non-performance within the cure period,the State,at its option,may
terminate this entire Agreement or such part of this Agreement as to which there has been delay or a failure to
properly perform. Exercise by the State of this right shall not be deemed a breach of its obligations hereunder.
The Local Agency shall continue performance of this Agreement to the extent not terminated, if any.
B. Obligations and Rights
To the extent specified in any termination notice, the Local Agency shall not incur further obligations or render
further performance hereunder past the effective date of such notice,and shall terminate outstanding orders and
sub-Agreements with third parties.However,the Local Agency shall complete and deliver to the State all Work,
Services and Goods not cancelled by the termination notice and may incur obligations as are necessary to do so
within this Agreement's terms. At the sole discretion of the State,the Local Agency shall assign to the State all
of the Local Agency's right,title,and interest under such terminated orders or sub-Agreements.Upon
termination,the Local Agency shall take timely, reasonable and necessary action to protect and preserve
property in the possession of the Local Agency in which the State has an interest. All materials owned by the
State in the possession of the Local Agency shall be immediately returned to the State. All Work Product,at the
option of the State,shall be delivered by the Local Agency to the State and shall become the State's property.
C. Payments
The State shall reimburse the Local Agency only for accepted performance received up to the date of
termination. If,after termination by the State, it is determined that the Local Agency was not in default or that
the Local Agency's action or inaction was excusable,such termination shall be treated as a termination in the
public interest and the rights and obligations of the Parties shall be the same as if this Agreement had been
terminated in the public interest,as described herein.
D. Damages and Withholding
Notwithstanding any other remedial action by the State,the Local Agency also shall remain liable to the State
for any damages sustained by the State by virtue of any breach under this Agreement by the Local Agency and
the State may withhold any payment to the Local Agency for the purpose of mitigating the State's damages,
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until such time as the exact amount of damages due to the State from the Local Agency is determined. The State
may withhold any amount that may be due to the Local Agency as the State deems necessary to protect the
State, including loss as a result of outstanding liens or claims of former lien holders,or to reimburse the State
for the excess costs incurred in procuring similar goods or services. The Local Agency shall be liable for excess
costs incurred by the State in procuring from third parties replacement Work, Services or substitute Goods as
cover.
E. Early Termination in the Public Interest
The State is entering into this Agreement for the purpose of carrying out the public policy of the State of
Colorado,as determined by its Governor,General Assembly,and/or Courts. If this Agreement ceases to further
the public policy of the State,the State,in its sole discretion,may terminate this Agreement in whole or in part.
Exercise by the State of this right shall not constitute a breach of the State's obligations hereunder.This
subsection shall not apply to a termination of this Agreement by the State for cause or breach by the Local
Agency,which shall be governed by§17(A)or as otherwise specifically provided for herein.
i. Method and Content
The State shall notify the Local Agency of the termination in accordance with *I 8,specifying the effective date
of the termination and whether it affects all or a portion of this Agreement.
ii. Obligations and Rights
Upon receipt of a termination notice,the Local Agency shall be subject to and comply with the same
obligations and rights set forth in §17(A)(i).
iii. Payments
If this Agreement is terminated by the State pursuant to this §I 7(B),the Local Agency shall be paid an amount
which bears the same ratio to the total reimbursement under this Agreement as the Services satisfactorily
performed bear to the total Services covered by this Agreement, less payments previously made. Additionally, if
this Agreement is less than 60%completed,the State may reimburse the Local Agency for a portion of actual
out-of-pocket expenses(not otherwise reimbursed under this Agreement) incurred by the Local Agency which
are directly attributable to the uncompleted portion of the Local Agency's obligations hereunder;provided that
the sum of any and all reimbursement shall not exceed the maximum amount payable to the Local Agency
hereunder.
F. Remedies Not Involving Termination
The State, its sole discretion, may exercise one or more of the following remedies in addition to other remedies
available to it:
i. Suspend Performance
Suspend the Local Agency's performance with respect to all or any portion of this Agreement pending
necessary corrective action as specified by the State without entitling the Local Agency to an adjustment in
price/cost or performance schedule.The Local Agency shall promptly cease performance and incurring costs in
accordance with the State's directive and the State shall not be liable for costs incurred by the Local Agency
after the suspension of performance under this provision.
ii. Withold Payment
Withhold payment to the Local Agency until corrections in the Local Agency's performance are satisfactorily
made and completed.
iii. Deny Payment
Deny payment for those obligations not performed that due to the Local Agency's actions or inactions cannot be
performed or,if performed,would be of no value to the State;provided that any denial of payment shall be
reasonably related to the value to the State of the obligations not performed.
iv. Removal
Demand removal of any of the Local Agency's employees,agents,or contractors whom the State deems
incompetent,careless,insubordinate,unsuitable,or otherwise unacceptable,or whose continued relation to this
Agreement is deemed to be contrary to the public interest or not in the State's best interest.
v. Intellectual Property
If the Local Agency infringes on a patent,copyright,trademark,trade secret or other intellectual property right
while performing its obligations under this Agreement,the Local Agency shall,at the State's option(a)obtain
for the State or the Local Agency the right to use such products and services;(b)replace any Goods,Services,
or other product involved with non-infringing products or modify them so that they become non-infringing;or,
(c)if neither of the forgegoing alternatives are reasonably available,remove any infringing Goods, Services,or
products and refund the price paid therefore to the State.
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I S. NOTICES and REPRESENTATIVES
Each individual identified below is the principal representative of the designating Party.All notices required to be
given hereunder shall be hand delivered with receipt required or sent by certified or registered mail to such Party's
principal representative at the address set forth below. In addition to but not in lieu of a hard-copy notice, notice also
may be sent by e-mail to the e-mail addresses,if any,set forth below.Either Party may from time to time designate
by written notice substitute addresses or persons to whom such notices shall be sent.Unless otherwise provided
herein,all notices shall be effective upon receipt.
A. If to State B. If to the Local Agency
Peter Lombardi Lindsey Utter
Resident Engineer Recreation Planner
CDOT Region 3 Pitkin County Open Space and Trails
714 Grand Avenue, PO Box 298 530 EAST MAIN STREET,3rd FLOOR
Eagle,CO,81631 ASPEN,CO 81611
970-328-9962 970-920-5224
peter.lombardi @state.co.us lindsey.utter @co.pitkin.co.us
19. RIGHTS IN DATA, DOCUMENTS,AND COMPUTER SOFTWARE
Any software,research, reports,studies,data,photographs,negatives or other documents,drawings,models,
materials,or work product of any type,including drafts,prepared by the Local Agency in the performance of its
obligations under this Agreement shall be the exclusive property of the State and all Work Product shall be delivered
to the State by the Local Agency upon completion or termination hereof. The State's exclusive rights in such Work
Product shall include,but not be limited to,the right to copy, publish, display, transfer,and prepare derivative
works. The Local Agency shall not use, willingly allow,cause or permit such Work Product to be used for any
purpose other than the performance of the Local Agencys's obligations hereunder without the prior written consent
of the State.
20. GOVERNMENTAL IMMUNITY
Notwithstanding any other provision to the contrary,nothing herein shall constitute a waiver,express or implied,of
any of the immunities,rights,benefits.protection,or other provisions of the Colorado Governmental Immunity Act,
CRS §24-10-101,et seq.,as amended.Liability for claims for injuries to persons or property arising from the
negligence of the State of Colorado, its departments, institutions,agencies,boards,officials,and employees and of
the Local Agency is controlled and limited by theprovisions of the Governmental Immunity Act and the risk
management statutes,CRS §24-30-1501,et seq.,as amended.
21. STATEWIDE CONTRACT MANAGEMENT SYSTEM
If the maximum amount payable to the Local Agency under this Agreement is$100,000 or greater,either on the
Effective Date or at anytime thereafter,this§21 applies.
The Local Agency agrees to be governed,and to abide,by the provisions of CRS §24-102-205, §24-102-206,§24-
103-601,§24-103.5-101 and §24-105-102 concerning the monitoring of vendor performance on state
agreements/contracts and inclusion of agreement/contract performance inormation in a statewide contract
management system.
The Local Agency's performance shall be subject to Evaluation and Review in accordance with the terms and
conditions of this Agreement, State law,including CRS §24-103.5-101,and State Fiscal Rules,Policies and
Guidance.Evaluation and Review of the Local Agency's performance shall be part of the normal Agreement
administration process and the
Local Agency's performance will be systematically recorded in the statewide Agreement Management System.
Areas of Evaluation and Review shall include,but shall not be limited to quality,cost and timeliness. Collection of
information relevant to the performance of the Local Agency's obligations under this Agreement shall be
determined by the specific requirements of such obligations and shall include factors tailored to match the
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requirements of the Local Agency's obligations. Such performance information shall be entered into the statewide
Contract Management System at intervals established herein and a final Evaluation,Review and Rating shall be
rendered within 30 days of the end of the Agreement term.The Local Agency shall be notified following each
performance Evaluation and Review,and shall address or correct any identified problem in a timely manner and
maintain work progress.
Should the final performance Evaluation and Review determine that the Local Agency demonstrated a gross failure
to meet the performance measures established hereunder,the Executive Director of the Colorado Department of
Personnel and Administration(Executive Director),upon request by CDOT,and showing of good cause,may debar
the Local Agency and prohibit the Local Agency from bidding on future Agreements.The Local Agency may
contest the final Evaluation,Review and Rating by: (a)filing rebuttal statements,which may result in either removal
or correction of the evaluation(CRS§24-105-102(6)),or(b)under CRS §24-105-102(6),exercising the debarment
protest and appeal rights provided in CRS§§24-109-106, 107,201 or 202,which may result in the reversal of the
debarment and reinstatement of the Local Agency,by the Executive Director,upon showing of good cause.
22. FEDERAL REQUIREMENTS
The Local Agency and/or their contractors,subcontractors, and consultants shall at all times during the execution of
this Agreement strictly adhere to,and comply with,all applicable federal and state laws,and their implementing
regulations,as they currently exist and may hereafter be amended.A listing of certain federal and state laws that
may be applicable are described in Exhibit I, Exhibit J and Exhibit K.
23. DISADVANTAGED BUSINESS ENTERPRISE(DBE)
The Local Agency will comply with all requirements of Exhibit G and the Local Agency Contract Administration
Checklist regarding DBE requirements for the Work,except that if the Local Agency desires to use its own DBE
program to implement and administer the DBE provisions of 49 C.F.R.Part 26 under this Agreement,it must submit
a copy of its program's requirements to the State f o r review and approval before the execution of this Agreement. I f
the Local Agency uses any State-approved DBE program for this Agreement,the Local Agency shall be solely
responsible to defend that DBE program and its use of that program against all legal and other challenges or
complaints,at its sole cost and expense. Such responsibility includes,without limitation,determinations concerning
DBE eligibility requirements and certification,adequate legal and factual bases for DBE goals and good faith
efforts. State approval(if provided)of the Local Agency's DBE program does not waive or modify the sole
responsibility of the Local Agency for use of its program.
24. DISPUTES
Except as otherwise provided in this Agreement,any dispute concerning a question of fact arising under this
Agreement which is not disposed of by agreement shall be decided by the Chief Engineer of the Department of
Transportation. The decision of the Chief Engineer will be final and conclusive unless,within 30 calendar days after
the date of receipt of a copy of such written decision,the Local Agency mails or otherwise furnishes to the State a
written appeal addressed to the Executive Director of CDOT.In connection with any appeal proceeding under this
clause,the Local Agency shall be afforded an opportunity to be heard and to offer evidence in support of its appeal.
Pending final decision of a dispute hereunder,the Local Agency shall proceed diligently with the performance of
this Agreement in accordance with the Chief Engineer's decision.The decision of the Executive Director or his duly
authorized representative for the determination of such appeals shall be final and conclusive and serve as final
agency action.This dispute clause does not preclude consideration of questions of law in connection with decisions
provided for herein.Nothing in this Agreement,however,shall be construed as making final the decision of any
administrative official,representative,or board on a question of law.
25. GENERAL PROVISIONS
A. Assignment
The Local Agency's rights and obligations hereunder are personal and may not be transferred,assigned or
subcontracted without the prior written consent of the State. Any attempt at assignment,transfer,or
subcontracting without such consent shall be void. All assignments and subcontracts approved by the Local
Agency or the State are subject to all of the provisions hereof.The Local Agency shall be solely responsible for
all aspects of subcontracting arrangements and performance.
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B. Binding Effect
Except as otherwise provided in§25(A),all provisions herein contained,including the benefits and burdens,
shall extend to and be binding upon the Parties' respective heirs, legal representatives,successors and assigns.
C. Captions
The captions and headings in this Agreement are for convenience of reference only,and shall not be used to
interpret,define,or limit its provisions.
D. Counterparts
This Agreement may be executed in multiple identical original counterparts,all of which shall constitute one
agreement.
E. Entire Understanding
This Agreement represents the complete integration of all understandings between the Parties and all prior
representations and understandings,oral or written,are merged herein. Prior or contemporaneous addition,
deletion,or other amendment hereto shall not have any force or affect whatsoever, unless embodied herein.
F. Indemnification-General
If Local Agency is not a"public entity"within the meaning of the Colorado Governmental Immunity Act,CRS
§24-10-101,et seq.,the Local Agency shall indemnify.save,and hold harmless the State,its employees and
agents,against ally and all claims,damages,liability and court awards including costs,expenses,and attorney
fees and related costs,incurred as a result of any act or omission by the Local Agency,or its employees,agents,
subcontractors or assignees pursuant to the terms of this Agreement. This clause is not applicable to a Local
Agency that is a "public entity"within the meaning of the Colorado Governmental Immunity Act,CRS §24-10-
101,et seq.
C. Jurisdiction and Venue
All suits,actions,or proceedings related to this Agreement shall be held in the State of Colorado and exclusive
venue shall be in the City and County of Denver.
I1. Limitations of Liability
Any and all limitations of liability and/or damages in favor of the Local Agency contained in any document
attached to and/or incorporated by reference into this Agreement, whether referred to as an exhibit,attachment,
schedule,or any other name,are void and of no effect.This includes,but is not necessarily limited to,
limitations on(i)the types of liabilities,(ii)the types of damages,(iii)the amount of damages,and(iv)the
source of payment for damages.
I. Modification
i. By the Parties
Except as specifically provided in this Agreement,modifications of this Agreement shall not be effective unless
agreed to in writing by both parties in an amendment to this Agreement, properly executed and approved in
accordance with applicable Colorado State law,State Fiscal Rules,and Office of the State Controller Policies,
including, but not limited to,the policy entitled MODIFICATIONS OF AGREEMENTS -TOOLS AND
FORMS.
ii. By Operation of Law
This Agreement is subject to such modifications as may be required by changes in Federal or Colorado State
law,or their implementing regulations. Any such required modification automatically shall be incorporated into
and be part of this Agreement on the effective date of such change,as if fully set forth herein
.1. Order of Precedence
The provisions of this Agreement shall govern the relationship of the State and the Local Agency. In the event
of conflicts or inconsistencies between this Agreement and its exhibits and attachments,such conflicts or
inconsistencies shall be resolved by reference to the documents in the following order of priority:
i. Colorado Special Provisions,
ii. The provisions of the main body of this Agreement,
iii. Exhibit A(Scope of Work),
iv. Exhibit B(Local Agency Resolution),
v. Exhibit C(Funding Provisions),
vi. Exhibit D(Option Letter),
vii. Exhibit E(Local Agency Contract Administration Checklist),
viii.Other exhibits in descending order of their attachment.
IC. Severability
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Provided this Agreement can be executed and performance of the obligations of the Parties accomplished within
its intent,the provisions hereof are severable and any provision that is declared invalid or becomes inoperable
for any reason shall not affect the validity of any other provision hereof.
L. Survival of Certain Agreement Terms
Notwithstanding anything herein to the contrary,provisions of this Agreement requiring continued
performance,compliance,or effect after termination hereof,shall survive such termination and shall be
enforceable by the State if the Local Agency fails to perform or comply as required.
M. Taxes
The State is exempt from all federal excise taxes under IRC Chapter 32 (No. 84-730123K)and from all State
and local government sales and use taxes under CRS §§39-26-101 and 201 et seq. Such exemptions apply when
materials are purchased or services rendered to benefit the State;provided however,that certain political
subdivisions(e.g.,City of Denver)may require payment of sales or use taxes even though the product or service
is provided to the State. The Local Agency shall be solely liable for paying such taxes as the State is prohibited
from paying for or reimbursing the Local Agency for them
N. Third Party Beneficiaries
Enforcement of this Agreement and all rights and obligations hereunder are reserved solely to the Parties,and
not to any third party. Any services or benefits which third parties receive as a result of this Agreement are
incidental to the Agreement,and do not create any rights for such third parties.
O. Waiver
Waiver of any breach of a term,provision,or requirement of this Agreement,or any right or remedy hereunder,
whether explicitly or by lack of enforcement,shall not be construed or deemed as a waiver of any subsequent
breach of such term, provision or requirement,or of any other term,provision,or requirement.
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26. COLORADO SPECIAL PROVISIONS
The Special Provisions apply to all Agreements except where noted in italics.
1.CONTROLLER'S APPROVAL. CRS§24-30-202(I).
This Agreement shall not be deemed valid until it has been approved by the Colorado State Controller or
designee.
2. FUND AVAILABILITY.CRS§24-30-202(5.5).
Financial obligations of the State payable after the current fiscal year are contingent upon funds for that purpose
being appropriated,budgeted,and otherwise made available.
3.GOVERNMENTAL IMMUNITY.
No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied,of any
of the immunities,rights, benefits,protections,or other provisions,of the Colorado Governmental Immunity
Act,CRS §24-10-101 et seq.,or the Federal Tort Claims Act,28 U.S.C. §§1346(b)and 2671 et seq.,as
applicable now or hereafter amended.
4. INDEPENDENT CONTRACTOR
The Local Agency shall perform its duties hereunder as an independent contractor and not as an employee.
Neither The Local Agency nor any agent or employee of The Local Agency shall be deemed to be an agent or
employee of the State. The Local Agency and its employees and agents are not entitled to unemployment
insurance or workers compensation benefits through the State and the State shall not pay for or otherwise
provide such coverage for The Local Agency or any of its agents or employees.Unemployment insurance
benefits shall be available to The Local Agency and its employees and agents only if such coverage is made
available by The Local Agency or a third party.The Local Agency shall pay when due all applicable
employment taxes and income taxes and local head taxes incurred pursuant to this Agreement.The Local
Agency shall not have authorization,express or implied,to bind the State to any Agreement,liability or
understanding,except as expressly set forth herein. The Local Agency shall(a)provide and keep in force
workers'compensation and unemployment compensation insurance in the amounts required by law,(b)provide
proof thereof when requested by the State,and(c)be solely responsible for its acts and those of its employees
and agents.
5.COMPLIANCE WITH LAW.
The Local Agency shall strictly comply with all applicable federal and State laws,rules,and regulations in
effect or hereafter established, including,without limitation,laws applicable to discrimination and unfair
employment practices.
6.CIIOICE OF LAW.
Colorado law,and rules and regulations issued pursuant thereto,shall be applied in the interpretation,execution,
and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts
with said laws,rules,and regulations shall be null and void. Any provision incorporated herein by reference
which purports to negate this or any other Special Provision in whole or in part shall not be valid or enforceable
or available in any action at law, whether by way of complaint,defense,or otherwise. Any provision rendered
null and void by the operation of this provision shall not invalidate the remainder of this Agreement,to the
extent capable of execution.
7. BINDING ARBITRATION PROHIBITED.
The State of Colorado does not agree to binding arbitration by any extra judicial body or person. Any provision
to the contrary in this contact or incorporated herein by reference shall be null and void.
8.SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00.
State or other public funds payable under this Agreement shall not be used for the acquisition,operation,or
maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions.
The Local Agency hereby certifies and warrants that,during the term of this Agreement and any extensions,
The Local Agency has and shall maintain in place appropriate systems and controls to prevent such improper
use of public funds. If the State determines that The Local Agency is in violation of this provision,the State
may exercise any remedy available at law or in equity or under this Agreement,including, without limitation,
immediate termination of this Agreement and any remedy consistent with federal copyright laws or applicable
licensing restrictions.
9. EMPLOYEE FINANCIAL INTEREST.CRS§§24-18-201 and 24-50-507.
The signatories aver that to their knowledge,no employee of the State has any personal or beneficial interest
whatsoever in the service or property described in this Agreement.The Local Agency has no interest and shall
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not acquire any interest,direct or indirect,that would conflict in any manner or degree with the performance of
The Local Agency's services and The Local Agency shall not employ any person having such known interests.
10.VENDOR OFFSET.CRS§§24-30-202(I)and 24-30-202.4.
[Not Applicable to intergovernmental agreements] Subject to CRS §24-30-202.4(3.5),the State Controller
may withhold payment under the State's vendor offset intercept system for debts owed to State agencies for: (a)
unpaid child support debts or child support arrearages;(b)unpaid balances of tax,accrued interest,or other
charges specified in CRS §39-21-101,et seq.;(c)unpaid loans due to the Student Loan Division of the
Department of Higher Education;(d)amounts required to be paid to the Unemployment Compensation Fund;
and(e)other unpaid debts owing to the State as a result of final agency determination or judicial action.
11.PUBLIC CONTRACTS FOR SERVICES.CRS§8-17.5-101.
[Not Applicable to Agreements relating to the offer,issuance,or sale of securities,investment advisory
services or fund management services,sponsored projects,intergovernmental Agreements,or information
technology services or products and services]The Local Agency certifies, warrants,and agrees that it does not
knowingly employ or contract with an illegal alien who shall perform work under this Agreement and shall
confirm the employment eligibility of all employees who are newly hired for employment in the United States
to perform work under this Agreement,through participation in the E-Verify Program or the State program
established pursuant to CRS§8-17.5-102(5)(c),The Local Agency shall not knowingly employ or contract with
an illegal alien to perform work under this Agreement or enter into a contract with a subcontractor that fails to
certify to The Local Agency that the subcontractor shall not knowingly employ or contract with an illegal alien
to perform work under this Agreement.The Local Agency(a)shall not use E-Verify Program or State program
procedures to undertake pre-employment screening ofjob applicants while this Agreement is being performed,
(b)shall notify the subcontractor and the contracting State agency within three days if The Local Agency has
actual knowledge that a subcontractor is employing or contracting with an illegal alien for work under this
Agreement,(c)shall terminate the subcontract if a subcontractor does not stop employing or contracting with
the illegal alien within three days of receiving the notice,and(d)shall comply with reasonable requests made in
the course of an investigation, undertaken pursuant to CRS §8-17.5-102(5),by the Colorado Department of
Labor and Employment. If The Local Agency participates in the State program,The Local Agency shall deliver
to the contracting State agency, Institution of Higher Education or political subdivision,a written,notarized
affirmation,affirming that The Local Agency has examined the legal work status of such employee,and shall
comply with all of the other requirements of the State program. If The Local Agency fails to comply with any
requirement of this provision or CRS §8-17.5-101 et seq.,the contracting State agency, institution of higher
education or political subdivision may terminate this Agreement for breach and, if so terminated,The Local
Agency shall be liable for damages.
12. PUBLIC CONTRACTS WITH NATURAL PERSONS.CRS§24-76.5-101.
The Local Agency, if a natural person eighteen(I8)years of age or older, hereby swears and affirms under
penalty of perjury that he or she(a)is a citizen or otherwise lawfully present in the United States pursuant to
federal law,(b)shall comply with the provisions of CRS §24-76.5-101 et seq.,and(c)has produced one form of
identification required by CRS§24-76.5-103 prior to the effective date of this Agreement.
•
SPs Effective 1/1/09
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27. SIGNATURE PAGE
Agreement Routing Number 14 HA3 53905
THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT
*Persons signing for The Local Agency hereby swear and affirm that they are authorized to act on The Local
Agency's behalf and acknowledge that the State is relying on their representations to that effect.
X THE LOCAL AGENCY STATE OF COLORADO
PTTKIN COUNTY John W.Hickenlooper,GOVERNOR
Colorado Department of Transportation
. 1`,,�, ^l Donald E. Hunt, Executive Director
Print: Q,ac t 0�l/0\M A) ,^1�1
Title: A r O I
By:Timoihy J. arr s, P.E.,Chief Engineer
-7/ZC1
� .t � �� Date: (9
*Signat^re
Date: U
2nd Local Agency Signature if needed
LEGAL REVIEW
Print: C) 1..`. x—L-- John W.Bothers,Attorney General
Title: - r' -\—OX , , t3 &aL
/
✓ By: Al
0 / Signature-Assistant Attorney General
*Signature
/f 6 ///I t-3 Date:
•
Date: /
ALL AGREEMENTS REQUIRE APPROVAL BY THE STATE CONTROLLER
CRS §24-30-202 requires the State Controller to approve all State Agreements. This Agreement is not valid until signed
and dated below by the State Controller or delegate.The Local Agency is not authorized to begin performance until such
time. If The Local Agency begins performing prior thereto, the State of Colorado is not obligated to pay The Local
Agency for such performance or for any goods and/or services provided hereunder.
STATE CONT lyyS LER
Robe AI ro, C. yl�l
By: • i/ /SASS
Colorado ment of Transportation
Date: 9/1/2-0 73
l
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28. EXHIBIT A - SCOPE OF WORK
PITKIN COUNTY SCENIC
BYWAY ELK PARK
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 Hotchkiss. 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
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 reconstruction
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 recreation 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.
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.
COLORADO DEPARTMENT OF TRANSPORTATION Orig.Date:10/23/2012 Project Code#(SA#):19370 STIP#:SR37009
DESIGN DATA Rev.Date: Project#:SBY C570-021
Revision#: 0 PE Project Code:
Page 1 to 3 Region#:03 Project Description:SH 133 Pitkin Cry Scenic Byway Elk
Status: ® Preliminary ❑ Final ❑ Revised Park
County:097
Submitted By PM:KILLIANB Approved by Program Engineer:
Date: Municipality:Elk Park
System Code:Z-Not on any Federal-Aid Highway
Revised by: Oversight By:Delegated/Locally Administered
Date: Planned Length: 0.250
Geographic Location:REDSTONE COLORADO OFF SH-133
Type of Terrain:Mountainous
Description of Proposed Construction/Improvement(Attach map showing site location)
CONSTRUCTION OF WELCOME CENTER
Project Characteristics(Proposed) Median(Type): ❑ Depressed ❑ Painted ❑ Raised ❑ None
❑ Lighting 0 Handicap Ramps ❑ Traffic Control Signals ❑ Striping
❑ Curb and Gutter ❑ Curb Only ❑ Left-Turn Slots ❑ Continuous Width=
Sidwalk Width=8' ❑ Bikeway Width= ❑ Right-Turn Slots ❑ Continuous Width=
❑ Parking Lane Width= ❑ Detours Signing ❑ Construction D_9 Permanent
❑ Landscaping requirements(description): ❑ Other(description):
Right of Way Yes/No Est.# al Utilities(list names of known utility companies)
ROW 8/or Perm.Easement Required No Unknown
Relocation Required No
Temporary Easement Required: No
Changes in Access: No
Changes to Connecting Roads: No
Railroad Crossings #of Crossings:
Recommendations:
Environmental Type: Approved On: Project Code#Cleared Under Project It Cleared Under:
None / /
Comments:
aCoordination
❑ Withdrawn Lands(Power Sites,Reservoirs,Etc.)Cleared through BLM or Forest Service Office Irrigation Ditch Name:
❑ New Traffic Ordinance Required ❑ Modify Schedule of Existing Ordinance Muncipality:Elk Park
Other:
®Construction Method Advertised By: NoAd Reason: Entity/Agency Contact Name: Phone#:
Local
Safety Considerations Project Under Guardrail meets current standards: No
❑ Variance in Minimum Design Standards Required ❑ Safety project not all standards Comments:
❑ Justification Attached ❑ Request to be Submitted addressed
❑ Bridge(see item 12) ❑ See Remarks
❑ Stage Construction(explain in remarks)
3R projects
Safety Evaluation Complete(date):
Exhibit A-Page 2 of 4
I,
Page 2 of 3 Project Code#(SA#): Project#: Revise date:
19370 SBY C570-021
•
Use Columns A,B,C,D and/or E to identify facility described below
1A 1B= Io= ID= IE=
aTraffic
Current Year ADT
DHV
DHV To Trucks
Future Year ADT
DHV
Facility Location ❑ Industrial ❑ Commercial ❑ Industrial ❑ Commercial ❑ Industrial ❑ Commercial ❑ Industrial ❑ Commercial ❑ Industrial ❑ Commercial
❑ Residential ❑ Other ❑ Residential ❑ Other ❑ Residential ❑ Other ❑ Residential ❑ Other
❑ Residential ❑ Other
10 Roadway Class
Route
Refpt 0.000
Endrefpt 0.000
Functional Classification
Facility type 0
Rural Code R
IIIDesign Standards Standard Existing Proposed Ultimate Standard Existing Proposed Ultimate Standard Existing Proposed Ultimate Standard Existing Proposed Ultimate Standard Existing Proposed Ultimate
Design Variance Required(substandard Items are Identified with an in 181 column 8 clarify as design variance with CDOT Form#464)
Width of Travel Lanes
Shoulder width It/outside
Shoulder width rt/outside
Design Speed
Cross Slope
Max.superelevation rate
Min.Radius
Min.Horizontal 5SD
Min.Vertical 55D
Max Grade
Design Decision Letter Required(substandard Items are Indentified with an In tat column 8 clarify with decision letter)
Typical Section Type
#of Travel Lanes
Side Slope Dist.("z")
Median Width
Posted Speed
Exhibit A-Page 3 of 4
Page 3 of 3 Project Code#(SA#): Project#: Revise Date:
19370 SBY C570-021
Major Structures 5=to stay,R=to be removed,P=proposed new structure
Reference Standard Structure Structural Horizontal Vertical Year
Structure ID# • Length Point Feature Intersected Width Roadway Capacity Clearance Clearance Built
Proposed Treament of Bridges to Remain in Place(address bridge rail,capacity,and allowable surfacing thickness):
Remarks
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 on Colorado State Highways 82 and 133 at the Town of
Carbondale,from the east on State Highways 5O 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,often referred to as the#Depot#,will be located on Highway 133 at the entrance to the
Redstone National Historic District in Elk Park.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.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.
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 team 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.
Project Description
This project will offer byway travelers general information about the area,interpretive exhibits,and a byway map.
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. This project was originally identified in a 2010 Management Plan for Elk Park. It was located so the
area would have a central point of information and it is in the same location of the historic train depot that existed 100 years
ago. A steering committee,comprised of area residents,spent the summer of 2012 working with the County and design consultants on
the final design of the Information Center.
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. The visitor information center will be
approximately 660 square feet and an open air structure. It is an attractive building designed to fit in with the architecture of
Redstone and has features reminiscent of the historic depot that once stood on the site. The floor level is raised off the ground
above the 100 year flood levels and is designed to look like a trail depot platform. The stone details are the same stone used is
historic coke ovens across Highway 133. There is a concrete,ADA accessible ramp taking the visitor up to the wood platform where
the display panels are located. Large steps lead down from the platform on the river side of the Information Center and create a
place for visitors to gather.
All work will be done in accordance with CDOT and FHWA rules and regulations.All federal funds will be used for the construction
phase only.
Exhibit A-Page 4 of 4
29. EXHIBIT B— LOCAL AGENCY RESOLUTION
LOCAL AGENCY
ORDINANCE
or
RESOLUTION
Exhibit B
• •
•
A RESOLUTION OF THE BOARD OF COUNTY COMMISSIONERS
OF PITKIN COUNTY, COLORADO, APPROVING A REVISED
INTERGOVERNMENTAL AGREEMENT (IGA) WITH THE COLORADO
DEPARTMENT OF TRANSPORTATION FOR THE SCENIC BYWAY GRANT
RESOLUTION NO.05V -2013
Whereas,the Pitkin County Board of County Commissioners (BOCC) and Open Space
and Trails board desire to renovate Elk Park in the Crystal River valley for the purposes
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`d, 2011 subject to a grant agreement with CDOT (CDOT •
• SAP PO #:291001005);
Whereas, the Pitkin County Open Space and Trails Board has conceptually agree to the
cash match requirement of$31,225, and these funds are available subject to a formal
budget appropriation prior to expenditures pursuant to the grant;
Whereas, on July 27, 2012 the Board of County Commissioners approved Resolution
•
071-20] 1 that approved a specific IGA with CDOT on this project.
Whereas, CDOT revised the previous grant IGA tracking information to: Project: SBY
C570-021 (19370), Routing#: 14 HA3 53905, Region: 3(WMA) SAP 1D#: 0331000654, thereby,
requiring a modification of Pitkin County Resolution 071-2011.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of
Pitkin County, Colorado that:
1. Pitkin County Resolution 071-2011 is hereby amended to allow for the non-
substantive changes to the grant IGA as requested by CDOT.
2. Upon approval of the form by the Open Space Directory and County
Attorney, the Chair is authorized to execute the revised Grant Agreement in
substantially the form attached hereto.
3. 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
26 DAY OF JUNE 2013.
NOTICE OF PUBLIC HE NG PUBLISHED IN THE ASPEN TIMES WEEKLY ON
THE Via DAY OF 6(/14-4_ 2013.
•
1
PUB IC HEARING AND SECOND READING ON THE /O DAY OF
a , 2013.
PUBLISHED FTER ADOPTION IN THE ASPEN TIMES WEEKLY ON THE
DAY OF , 2013.
ATTEST: BOARD OF COUNTY COMMISSIONERS
OF PTKTN COUNTY, C(LORADO
Jean-tte Jones Georg-T ewman halrma
Deeuty Clerk & R corder
Date: /
APPROVED AS TO FORM: MANAGER APPROVAL:
John Ely,-Coun - t oc7 Jon Peacock, County Manager
sale Will, Director
Open Space and Trails
2
30. EXHIBIT C— FUNDING PROVISIONS
A. Cost of Work Estimate
The Local Agency has estimated the total cost the Work to be $156,125.00 which is to be funded
as follows:
1 BUDGETED FUNDS
a. Federal Funds $124,900.00
(80% of Participating Costs)
b. Local Agency Matching Funds $31,225.00
(20% of Participating Costs)
c. State Matching Funds $0.00
(_% of Participating Costs)
TOTAL BUDGETED FUNDS $156,125.00
2 ESTIMATED CDOT-INCURRED COSTS
a. Federal Share $0.00
(_of Participating Costs)
b. Local Agency
Local Agency Share of Participating Costs $0.00
Non-Participating Costs (Including Non-
Participating Indirects) $0.00
Estimated to be Billed to Local Agency $0.00
TOTAL ESTIMATED CDOT-INCURRED COSTS $0.00
3 ESTIMATED PAYMENT TO LOCAL AGENCY
a. Federal Funds Budgeted (1 a) $124,900.00
b. Less Estimated Federal Share of CDOT-Incurred Costs (2a) $0.00
TOTAL ESTIMATED PAYMENT TO LOCAL AGENCY $124,900.00
4 FOR CDOT ENCUMBRANCE PURPOSES
Total Encumbrance Amount
$156,125.00
Less ROW Acquisition 3111 and/or ROW
Relocation 3109 $0.00
Net to be encumbered as follows:
Note:Funds are currently not available. Funds
will be made available upon federal
authorization.
WBS Element 19370.10.30 Design 3020 $0.00
WBS Element 19370.20.10 Const 3301 $0.00
Exhibit C- Page 1 of 2
B. Matching Funds
The matching ratio for the federal participating funds for this Work is 80% federal-aid funds
(CFDA #20.205) to 20% Local Agency funds, it being understood that such ratio applies only to
the $156,125.00 that is eligible for federal participation, it being further understood that all
non-participating costs are borne by the Local Agency at 100%. If the total participating cost of
performance of the Work exceeds $156,125.00, and additional federal funds are made available
for the Work, the Local Agency shall pay 20% of all such costs eligible for federal participation
and 100% of all non-participating costs; if additional federal funds are not made available, the
Local Agency shall pay all such excess costs. If the total participating cost of performance of the
Work is less than $156,125.00, then the amounts of Local Agency and federal-aid funds will be
decreased in accordance with the funding ratio described.
C. Maximum Amount Payable
The maximum amount payable to the Local Agency under this Agreement shall be $124,900.00
(For CDOT accounting purposes, the federal funds of$124,900.00 and the Local Agency
matching funds of$31,225.00 will be encumbered for a total encumbrance of$156,125.00),
unless such amount is increased by an appropriate written modification to this Agreement
executed before any increased cost is incurred. Note: Funds are currently not available.
Funds will be made available upon federal authorization. It is understood and agreed by the
parties hereto that the total cost of the Work stated hereinbefore is the best estimate available,
based on the design data as approved at the time of execution of this Agreement, and that such
cost is subject to revisions On accord with the procedure in the previous sentence) agreeable to
the parties prior to bid and award.
D. Single Audit Act Amendment
All state and local government and non-profit organizations receiving more than $500,000 from
all funding sources defined as federal financial assistance for Single Audit Act Amendment
purposes shall comply with the audit requirements of OMB Circular A-133 (Audits of States,
Local Governments and Non-Profit Organizations) see also, 49 C.F.R. 18.20 through 18.26. The
Single Audit Act Amendment requirements applicable to the Local Agency receiving federal
funds are as follows:
i. Expenditure less than $500,000
The Local Agency 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.
ii. Expenditure exceeding than $500,000-Highway Funds Only
The Local Agency expends more than $500,000 in Federal funds, but only received federal
Highway funds (Catalog of Federal Domestic Assistance, CFDA 20.205) then a program
specific audit shall be performed. This audit will examine the"financial" procedures and
processes for this program area.
iii. Expenditure exceeding than $500,000-Multiple Funding Sources
The Local Agency expends more than $500,000 in Federal funds, and the Federal funds are
from multiple sources (FTA, HUD, NPS, etc.) then the Single Audit Act applies, which is an
audit on the entire organization/entity.
iv. Independent CPA
Single Audit shall only be conducted by an independent CPA, not by an auditor on staff. An
audit is an allowable direct or indirect cost.
Exhibit C - Page 2 of 2
31. EXHIBIT D—OPTION LETTER
SAMPLE IGA OPTION LETTER
(This option has been created by the Office of the State Controller for COOT use only)
NOTE:This option is limited to the specific contract scenarios listed below
AND may be used in place of exercising a formal amendment.
Date: State Fiscal Year: Option Letter No. Option Letter CMS Routing#
Option Letter SAP#
Original Contract CMS# Original Contract SAP ft
Vendor name:
SUBJECT:
A. Option to unilaterally authorize the Local Agency to begin a phase which may include Design,
Construction, Environmental, Utilities, ROW incidentals or Miscellaneous ONLY (does not apply to
Acquisition/Relocation or Railroads) and to update encumbrance amounts(o new Exhibit C must be
attached with the option letter and shall be labeled C-1,future changes for this option shall be labeled
as follows:C-2, C-3, C-4, etc.).
B. Option to unilaterally transfer funds from one phase to another phase (a new Exhibit C must be
attached with the option letter and shall be labeled C-1,future changes for this option shall be
labeled as follows: C-2, C-3, C-4, etc.).
C. Option to unilaterally do both A and B (a new Exhibit C must be attached with the option letter and
shall be labeled C-1,future changes for this option shall be labeled as follows:C-2,C-3,C-4, etc.).
REQUIRED PROVISIONS.All option letters shall contain the appropriate provisions as follows:
Option A(Insert the following language for use with the Option A):
In accordance with the terms of the original Agreement (insert CMS routing#of the original Agreement)
between the State of Colorado, Department of Transportation and (insert the Local Agency's name
here),the State hereby exercises the option to authorize the Local Agency to begin a phase that will
include (describe which phase will be added and include all that apply—Design, Construction,
Environmental, Utilities, ROW incidentals or Miscellaneous) and to encumber previously budgeted funds
for the phase based upon changes in funding availability and authorization.The encumbrance for
(Design, Construction, Environmental, Utilities, ROW incidentals or Miscellaneous)is (insert dollars here).
A new Exhibit C-1 is made part of the original Agreement and replaces Exhibit C. (The following is a
NOTE only,please delete when using this option. Future changes for this option for Exhibit C shall be
tabled as follows:C-2, C-3, C-4, etc.).
Option B(Insert the following language for use with Option 8):
In accordance with the terms of the original Agreement (insert CMS#of the original Agreement)
between the State of Colorado, Department of Transportation and (insert the Local Agency's name
here),the State hereby exercises the option to transfer funds from (describe phase from which funds will
be moved)to(describe phase to which funds will be moved) based on variance in actual phase costs and
original phase estimates.A new Exhibit C-1 is made part of the original Agreement and replaces Exhibit
C. (The following is a NOTE only so please delete when using this option:future changes for this option
Exhibit D— Page 1 of 2
for Exhibit C shall be labeled as follows:C-2, C-3, C4, etc.;and no more than 24.99%of any phase may
be moved using this option letter.A transfer greater than 24.99%must be made using on formal
amendment).
Option C (Insert the following language for use with Option C):
In accordance with the terms of the original Agreement (insert CMS routing#of original Agreement)
between the State of Colorado, Department of Transportation and (insert the Local Agency's name
here),the State hereby exercises the option to 1) release the Local Agency to begin a phase that will
include (describe which phase will be added and include all that apply—Design, Construction,
Environmental, Utilities, ROW incidentals or Miscellaneous); 2)to encumber funds for the phase based
upon changes in funding availability and authorization; and 3)to transfer funds from (describe phase
from which funds will-be moved)to (describe phase to which funds will be moved) based on variance in
actual phase costs and original phase estimates. A new Exhibit C-1 is made part of the original
Agreement and replaces Exhibit C. (The following is a NOTE only so please delete when using this option:
future changes for this option for Exhibit C shall be labeled as follows:C-2, C-3, C-4, etc.;and no more
than 24.99%of any phase may be moved using this option letter.A transfer greater than 24.99%must be
made using an formal amendment).
(The following language must be included on ALL options):
The total encumberance as a result of this option and all previous options and/or amendments is now
(insert total encumberance amount), as referenced in Exhibit (C-1, C-2, etc., as appropriate).The total
budgeted funds to satisfy services/goods ordered under the Agreement remains the same: (indicate
total budgeted funds) as referenced in Exhibit(C-1, C-2, etc., as appropriate)of the original Agreement.
The effective date of this option letter is upon approval of the State Controller or delegate.
APPROVALS:
State of Colorado:
John W. Hickenlooper, Governor
By: Date:
Executive Director, Colorado Department of Transportation
ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER
CRS§24-30-202 requires the State Controller to approve all State Contracts.This Agreement is not valid until signed and
dated below by the State Controller or delegate.Contractor is not authorized to begin performance until such time.If the
Local Agency begins performing prior thereto,the State of Colorado is not obligated to pay the Local Agency for such
performance or for any goods and/or services provided hereunder.
State Controller
David J. McDermott,CPA
By:
Date:
Form Updated:December 19,2012
Exhibit D— Page 2 of 2
32. EXHIBIT E - LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST
LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST
The following checklist has been developed to ensure that all required aspects of a
project approved for Federal funding have been addressed and a responsible party
assigned for each task.
After a project has been approved for Federal funding in the Statewide Transportation
Improvement Program, the Colorado Department of Transportation (CDOT) Project
Manager, Local Agency project manager, and CDOT Resident Engineer prepare the
checklist. It becomes a part of the contractual agreement between the Local Agency
and CDOT. The CDOT Agreements Unit will not process a Local Agency agreement
without this completed checklist. It will be reviewed at the Final Office Review meeting
to ensure that all parties remain in agreement as to who is responsible for performing
individual tasks.
•
COLORADO DEPARTMENT OF TRANSPORTATION
LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST
Project No. STIP No. Project Code Region
SBY C570-021
SR37009 19370 3
Project Location Date
•
Redstone Colorado-Pitkin County 6/15/12
Project Description
Construction of welcome center.
Local Agency Local Agency Project Manager
Pitkin County Lindsey Utter
CDOT Resident Engineer CDOT Project Manager
Peter Lombardi Brian Killian/Barry Andersen
INSTRUCTIONS:
This checklist shall be utilized to establish the contract administration responsibilities of the individual parties to this agreement.
The checklist becomes an attachment to the Local Agency agreement. Section numbers correspond to the applicable chapters
of the CDOT Local Agency Manual.
The checklist shall be prepared by placing an"X"under the responsible party, opposite each of the tasks. The"X"denotes the
party responsible for initiating and executing the task. Only one responsible party should be selected.When neither CDOT nor
the Local Agency is responsible for a task, not applicable(NA)shall be noted. In addition, a"#"will denote that CDOT must
concur or approve.
Tasks that will be performed by Headquarters staff will be indicated. The Regions, in accordance with established policies and
procedures,will determine who will perform all other tasks that are the responsibility of CDOT.
The checklist shall be prepared by the CDOT Resident Engineer or the CDOT Project Manager, in cooperation with the Local
Agency Project Manager, and submitted to the Region Program Engineer. If contract administration responsibilities change,the
CDOT Resident Engineer, in cooperation with the Local Agency Project Manager, will prepare and distribute a revised checklist.
RESPONSIBLE
NO. DESCRIPTION OF TASK PARTY
LA CDOT
TIP I STIP AND LONG-RANGE PLANS
2.1 I Review Project to ensure it is consist with STIP and amendments thereto I I X
FEDERAL FUNDING OBLIGATION AND AUTHORIZATION
4.1 Authorize funding by phases(CDOT Form 418-Federal-aid Program Data.Requires FHWA X
concurrence/involvement)
PROJECT DEVELOPMENT
5.1 Prepare Design Data-CDOT Form 463 X
5.2 Prepare Local Agency/CDOT Inter-Governmental Agreement(see also Chapter 3) X
5.3 Conduct Consultant Selection/Execute Consultant Agreement X
5.4 Conduct Design Scoping Review Meeting X
5.5 Conduct Public Involvement X
5.6 Conduct Field Inspection Review(FIR) X
5.7 Conduct Environmental Processes(may require FHWA concurrence/involvement) X
5.8 Acquire Right-of-Way(may require FHWA concurrence/involvement) X
5.9 Obtain Utility and Railroad Agreements X
5.10 Conduct Final Office Review(FOR) X
5.11 Justify Force Account Work by the Local Agency X
5.12 Justify Proprietary, Sole Source, or Local Agency Furnished Items X
5.13 Document Design Exceptions-CDOT Form 464 X
5.14 Prepare Plans, Specifications and Construction Cost Estimates X
5.15 Ensure Authorization of Funds for Construction X
Previous editions are obsolete and may not be used
Exhibit E-Page 2 of 5
RESPONSIBLE
NO. DESCRIPTION OF TASK PARTY
LA CDOT
PROJECT DEVELOPMENT CIVIL RIGHTS AND LABOR COMPLIANCE
6.1 Set Underutilized Disadvantaged Business Enterprise(UBDE)Goals for Consultant and X
Construction Contracts (CDOT Region EEO/Civil Rights Specialist)
6.2 Determine Applicability of Davis-Bacon Act X
This project❑is ® is not exempt from Davis-Bacon requirements as determined by the
functional classification of the project location(Projects located on local roads and rural
minor collectors may be exempt.)
Peter Lombardi 6/15/12
CDOT Resident Engineer(Signature on File) Date
6.3 Set On-the-Job Training Goals. Goal is zero if total construction is less than$1 million (CDOT X
Region EEO/Civil Rights Specialist)
6.4 Title VI Assurances X
•44"^-"2-- Ensure the correct Federal Wage Decision,all required Disadvantaged Business
., j Enterprise/On-the-Job Training special provisions and FHWA Form 1273 are included in the
}
. =k s`S`»"! Contract(CDOT Resident Engineer) X
ADVERTISE, BID AND AWARD
7.1 Obtain Approval for Advertisement Period of Less Than Three Weeks X
7.2 Advertise for Bids X
7.3 Distribute"Advertisement Set"of Plans and Specifications X
7.4 Review Worksite and Plan Details with Prospective Bidders While Project Is Under X
Advertisement
7.5 Open Bids X
7.6 Process Bids for Compliance
' ,:' Check CDOT Form 715-Certificate of Proposed Underutilized DBE Participation when the
tet.`^ low bidder meets UDBE goals X
Evaluate CDOT Form 718- Underutilized DBE Good Faith Effort Documentation and
part,ci determine if the Contractor has made a good faith effort when the low bidder does not meet X
' r;zfv , DBE goals
'-?-'; ?* Submit required documentation for CDOT award concurrence X
7.7 Concurrence from CDOT to Award X
7.8 Approve Rejection of Low Bidder X
7.9 Award Contract X
7.10 Provide"Award"and"Record" Sets of Plans and Specifications X
CONSTRUCTION MANAGEMENT
8.1 Issue Notice to Proceed to the Contractor X
8.2 Project Safety X X
8.3 Conduct Conferences:
:`;till Pre-Construction Conference(Appendix e) X
FTWA17, Pre-survey
a ` • Construction staking X
'�?" • Monumentation X
eat Partnering(Optional) X
t M",r �: Structural Concrete Pre-Pour(Agenda is in CDOT Construction Manual) X
'r-", =rim=; Concrete Pavement Pre-Paving(Agenda is in CDOT Construction Manual) X
71i HMA Pre-Paving (Agenda is in COOT Construction Manual) X
8.4 Develop and distribute Public Notice of Planned Construction to media and local residents X
8.5 Supervise Construction
+ 1V A Professional Engineer(PE) registered in Colorado,who will be in responsible charge of
; ? construction supervision."
N :. t GR Fielding (970)920-5206
* Local Agency Professional Engineer or Phone number X
' ... CDOT Resident Engineer
Previous editions are obsolete and may not be used
Exhibit E-Page 3 of 5
•
•
RESPONSIBLE
NO. DESCRIPTION OF TASK PARTY
LA CDOT
> ' . ..! Provide competent,experienced staff who will ensure the Contract work is constructed in
_.>:r accordance with the plans and specifications X
V- i Construction inspection and documentation X
8.6 Approve Shop Drawings X
8.7 Perform Traffic Control Inspections X
8.8 Perform Construction Surveying X
8.9 Monument Right-of-Way X
8.10 Prepare and Approve Interim and Final Contractor Pay Estimates X
Provide the name and phone number of the person authorized for this task.
Lindsey Utter (970)920-5224
Local Agency Representative Phone number
8.11 Prepare and Approve Interim and Final Utility and Railroad Billings X
8.12 Prepare Local Agency Reimbursement Requests X
8.13 Prepare and Authorize Change Orders X
8.14 Approve All Change Orders X
8.15 Monitor Project Financial Status X
8.16 Prepare and Submit Monthly Progress Reports X
8.17 Resolve Contractor Claims and Disputes X
8.18 Conduct Routine and Random Project Reviews
Provide the name and phone number of the person responsible for this task. X
Peter Lombardi 970-328-9962
CDOT Resident Engineer Phone number
MATERIALS
9.1 Conduct Materials Pre-Construction Meeting X
9.2 Complete CDOT Form 250-Materials Documentation Record
• Generate form,which includes determining the minimum number of required tests and X
applicable material submittals for all materials placed on the project
• Update the form as work progresses X
• Complete and distribute form after work is completed X
9.3 Perform Project Acceptance Samples and Tests X
9.4 Perform Laboratory Verification Tests . • X
9.5 Accept Manufactured Products . X
Inspection of structural components:
• Fabrication of structural steel and pre-stressed concrete structural components X
• Bridge modular expansion devices(0"to 6"or greater) X
• Fabrication of bearing devices X
9.6 Approve Sources of Materials X
9.7 Independent Assurance Testing (IAT), Local Agency Procedures❑CDOT Procedures
• Generate IAT schedule X
• Schedule and provide notification X
• ConductlAT X
9.8 Approve mix designs
• Concrete . X
• Hot mix asphalt X
9.9 Check Final Materials Documentation X
9.10 Complete and Distribute Final Materials Documentation X
Previous editions are obsolete and may not be used
Exhibit E-Page 4 of 5
CONSTRUCTION CIVIL RIGHTS AND LABOR COMPLIANCE
10.1 Fulfill Project Bulletin Board and Pre-Construction Packet Requirements X
10.2 Process CDOT Form 205-Sublet Permit Application
Review and sign completed CDOT Form 205 for each subcontractor, and submit to X
EEO/Civil Rights Specialist
10.3 Conduct Equal Employment Opportunity and Labor Compliance Verification Employee X
Interviews. Complete CDOT Form 280
• 10.4 Monitor Disadvantaged Business Enterprise Participation to Ensure Compliance with the X
"Commercially Useful Function"Requirements
10.5 Conduct Interviews When Project Utilizes On-the-Job Trainees. Complete CDOT Form 200- X
OJT Training Questionnaire
10.6 Check Certified Payrolls(Contact the Region EEO/Civil Rights Specialists for training requirements.) X
10.7 Submit FHWA Form 1391 -Highway Construction Contractor's Annual EEO Report X _
FINALS
11.1 Conduct Final Project Inspection. Complete and submit CDOT Form 1212-Final X
•
Acceptance Report(Resident Engineer with mandatory Local Agency participation.)
11.2 Write Final Project Acceptance Letter X
11.3 Advertise for Final Settlement X
11.4 Prepare and Distribute Final As-Constructed Plans X
11.5 Prepare EEO Certification X
11.6 Check Final Quantities, Plans, and Pay Estimate; Check Project Documentation; and submit X
Final Certifications
11.7 Check Material Documentation and Accept Final Material Certification(See Chapter 9) X
11.8 Obtain CDOT Form 17 from the Contractor and Submit to the Resident Engineer X
11.9 Obtain FHWA Form 47-Statement of Materials and Labor Used ... from the Contractor N/A
11.10 Complete and Submit CDOT Form 1212—Final Acceptance Report(by CDOT) X
11.11 Process Final Payment X
11.12 Complete and Submit CDOT Form 950-Project Closure X
11.13 Retain Project Records for Six Years from Date of Project Closure X
11.14 Retain Final Version of Local Agency Contract Administration Checklist X
cc: CDOT Resident Engineer/Project Manager
CDOT Region Program Engineer
CDOT Region EEO/Civil Rights Specialist
CDOT Region Materials Engineer
CDOT Contracts and Market Analysis Branch
Local Agency Project Manager
Previous editions are obsolete and may not be used
Exhibit E-Page 5 of 5
•
33. EXHIBIT F—CERTIFICATION FOR FEDERAL-AID CONTRACTS
The Local Agency certifies, by signing this Agreement, to the best of its knowledge and belief,
that:
No Federal appropriated funds have been paid or will be paid, by or on behalf or the
undersigned, to any person for influencing or attempting to influence an officer or employee of
any Federal agency, a Member of Congress, an officer or employee of Congress, or an
employee of a Member of Congress in connection with the awarding of any Federal loan, the
entering into of any cooperative agreement, and the extension, continuation, renewal,
amendment, or modification of any Federal contract, Agreement, loan, or cooperative
agreement.
If any funds other than Federal appropriated funds have been paid or will be paid to any person
for influencing or attempting to influence an officer or of Congress, or an employee of a Member
of Congress in connection with this Federal contract, Agreement, loan, or cooperative
agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form
to Report Lobbying," in accordance with its instructions.
This certification is a material representation of fact upon which reliance was placed when this
transaction was made or entered into. Submission of this certification is a prerequisite for
making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any
person who fails to file the required certification shall be subject to a civil penalty of not less than
$10,000 and not more than $100,000 for each such failure.
The prospective participant also agree by submitting his or her bid or proposal that he or she
shall require that the language of this certification be included in all lower tier subcontracts,
which exceed $100,000 and that all such sub-recipients shall certify and disclose accordingly.
Required by 23 CFR 635.112
Exhibit F— Page 1 of 1
34. EXHIBIT G — DISADVANTAGED BUSINESS ENTERPRISE
SECTION 1. Policy.
It is the policy of the Colorado Department of Transportation (CDOT) that disadvantaged
business enterprises shall have the maximum opportunity to participate in the performance of
contracts financed in whole or in part with Federal funds under this agreement, pursuant to 49
CFR Part 26. Consequently, the 49 CFR Part IE DBE requirements the Colorado Department of
Transportation DBE Program (or a Local Agency DBE Program approved in advance by the
State) apply to this agreement.
SECTION 2. DBE Obligation.
The recipient or its the Local Agency agrees to ensure that disadvantaged business enterprises
as determined by the Office of Certification at the Colorado Department of Regulatory Agencies
have the maximum opportunity to participate in the performance of contracts and subcontracts
financed in whole or in part with Federal funds provided under this agreement. In this regard, all
participants or contractors shall take all necessary and reasonable steps in accordance with the
CDOT DBE program (or a Local Agency DBE Program approved in advance by the State) to
ensure that disadvantaged business enterprises have the maximum opportunity to compete for
and perform contracts. Recipients and their contractors shall not discriminate on the basis of
race, color, national origin, or sex in the award and performance of CDOT assisted contracts.
SECTION 3 DBE Program.
The Local Agency (sub-recipient) shall be responsible for obtaining the Disadvantaged Business
Enterprise Program of the Colorado Department of Transportation, 1988, as amended, and shall
comply with the applicable provisions of the program. (If applicable).
A copy of the DBE Program is available from and will be mailed to the Local Agency upon
request:
Business Programs Office
Colorado Department of Transportation
4201 East Arkansas Avenue, Room 287
Denver, Colorado 80222-3400
Phone: (303) 757-9234
revised 1/22/98 Required by 49 CFR Part 26
Exhibit G - Page 1 of 1
35. EXHIBIT H — LOCAL AGENCY PROCEDURES FOR CONSULTANT SERVICES
THE LOCAL AGENCY SHALL USE THESE PROCEDURES TO IMPLEMENT FEDERAL-AID
PROJECT AGREEMENTS WITH PROFESSIONAL CONSULTANT SERVICES
Title 23 Code of Federal Regulations (CFR) 172 applies to a federally funded local agency
project agreement administered by CDOT that involves professional consultant services. 23
CFR 172.1 states "The policies and procedures involve federally funded contracts for
engineering and design related services for projects subject to the provisions of 23 U.S.C.
112(a) and are issued to ensure that a qualified consultant is obtained through an equitable
selection process, that prescribed work is properly accomplished in a timely manner, and at fair
and reasonable cost" and according to 23 CFR 172.5 "Price shall not be used as a factor in the
analysis and selection phase." Therefore, local agencies must comply with these CFR
requirements when obtaining professional consultant services under a federally funded
consultant contract administered by CDOT.
CDOT has formulated its procedures in Procedural Directive (P.D.) 400.1 and the related
operations guidebook titled "Obtaining Professional Consultant Services". This directive and
guidebook incorporate requirements from both Federal and State regulations, i.e., 23 CFR 172
and CRS §24-30-1401 et seq. Copies of the directive and the guidebook may be obtained upon
request from CDOT's Agreements and Consultant Management Unit. [Local agencies should
have their own written procedures on file for each method of procurement that addresses the
items in 23 CFR 172].
Because the procedures and laws described in the Procedural Directive and the guidebook are
quite lengthy, the subsequent steps serve as a short-hand guide to CDOT procedures that a
local agency must follow in obtaining professional consultant services. This guidance follows the
format of 23 CFR 172. The steps are:
1. The contracting local agency shall document the need for obtaining professional services.
2. Prior to solicitation for consultant services, the contracting local agency shall develop a
detailed scope of work and a list of evaluation factors and their relative importance. The
evaluation factors are those identified in C.R.S. 24-30-1403. Also, a detailed cost estimate
should be prepared for use during negotiations.
3. The contracting agency must advertise for contracts in conformity with the requirements of
C.R.S. 24-30-1405. The public notice period, when such notice is required, is a minimum
of 15 days prior to the selection of the three most qualified firms and the advertising
should be done in one or more daily newspapers of general circulation.
4. The request for consultant services should include the scope of work, the evaluation
factors and their relative importance, the method of payment, and the goal of 10% for
Disadvantaged Business Enterprise (DBE) participation as a minimum for the project.
5. The analysis and selection of the consultants shall be done in accordance with CRS §24-
30-1403. This section of the regulation identifies the criteria to be used in the evaluation of
CDOT pre-qualified prime consultants and their team. It also shows which criteria are used
to short-list and to make a final selection.
The short-list is based on the following evaluation factors:
a. Qualifications,
b. Approach to the Work,
c. Ability to furnish professional services.
Exhibit H -Page 1 of 2
d. Anticipated design concepts, and
e. Alternative methods of approach for furnishing the professional services.
Evaluation factors for final selection are the consultant's:
a. Abilities of their personnel,
b. Past performance,
c. Willingness to meet the time and budget requirement,
d. Location,
e. Current and projected work load,
f. Volume of previously awarded contracts, and
g. Involvement of minority consultants.
6. Once a consultant is selected, the local agency enters into negotiations with the
consultant to obtain a fair and reasonable price for the anticipated work. Pre-negotiation
audits are prepared for contracts expected to be greater than $50,000. Federal
reimbursements for costs are limited to those costs allowable under the cost principles of
48 CFR 31. Fixed fees (profit) are determined with consideration given to size, complexity,
duration, and degree of risk involved in the work. Profit is in the range of six to 15 percent
of the total direct and indirect costs.
7. A qualified local agency employee shall be responsible and in charge of the Work to
ensure that the work being pursued is complete, accurate, and consistent with the terms,
conditions, and specifications of the contract. At the end of Work, the local agency
prepares a performance evaluation (a CDOT form is available) on the consultant.
8. Each of the steps listed above is to be documented in accordance with the provisions of
49 CFR 18.42, which provide for records to be kept at least three years from the date that
the local agency submits its final expenditure report. Records of projects under litigation
shall be kept at least three years after the case has been settled.
CRS §§24-30-1401 through 24-30-1408, 23 CFR Part 172, and P.D. 400.1, provide additional
details for complying with the preceeding eight (8) steps.
Exhibit H - Page 2 of 2
36. EXHIBIT I — FEDERAL-AID CONTRACT PROVISIONS
FHWA-1273-- Revised May T,2012
REQUIRED CONTRACT PROVISIONS
FEDERAL-AID CONSTRUCTION CONTRACTS
1.. General 3 A breath of any of the stiptiatons contained in these
II. Noradisoimination Required Contract Provisions may be sufficient grounds for
III. Nonsegregated Facilites withholding of progress payments.withholding of final •
IV. Davis-Bacon and Related Act Provisions payment;termination of the contract.suspension/debarment
V. Contract Work Hours and Safety Standards Act or any other action determined to be appropriate by tie
Provisions contracting agency and FHWA..
VI. Subletting or Assigning the Contract
VII. Safety:Accident Prevention 4. Selection of Labor:During the performance of this contract,.
VIII. False Statements Concerning Highway Projects the contractor shall not use cbrmct labor for any purpose
IX. Implementation of Clean Air.Act and Federal Water within the limits of a construction project on a Federal-aid
Pollution Control Act highway unless it is labor performed by convicts who are on
X. Compliance with Govemmentwide Suspension and parole,supervised release.or probation. The term.Fetleral-aid
Debarment Requirements highway does not include roadways functionally classified as
XL. Certification Regarding Use of Contract Funds for local roads or rural minor collectors.
Lobbying
ATTACHMENTS It. NONDISCRIMINATION
A.Employment and Materials Preference for Appalachian The provisions of this section related to 23 CFR Part 230 are
Development Highway System or Appalachian Local Access applicable to all Federal-aid construction contacts and to all
Road Contracts(included in Appalachian contracts only) related constriction subcontracts of$10,000 or more The
provisions of 23 CFR Part 230 are not applicable to material
supply,engineering,or architectural service contracts.
I. GENERAL
In additon,the contractor and all subcontractors must comply
1. Form Ft-IV/A-1273 must be physically incorporated in each With tie following polities:Exeartrve Order 11246,41 CFR 60,
construction contract funded under Tiee 23(excluding 29 CFR 1625-1627,Title 23 USC Section 140,the
emergency contracts solely intended for debris removal). The Rehabilitation Act of 1973,as amended(29 USC 794),Tile VI
contractor(or subcontractor)must insert Pis form in each of the Civil Rights Act of 1964.as amended,and related
subcontract and further require its inclusion in all lower ter regulations including 49 CFR Pans 21,26 and 27:and 23 CFR
subcontracts(excluding purchase orders.rental agreements Parts 200,230,and 633
and other agreements for supplies or services).
The contractor and all subcontractors must comply with: the
The applicable requirements of Form Fl1WA-1273 are requirements of the Equal Opportunity Clause in 41 CFR 60-
incorporated by reference for.work done under any purchase 1.4(b)and,for all construction contracts exceeding$10,000.
order,rental agreement or agreement for other services. The the Standard Federal Equal Employment Oppantrnty'
prime contractor shall be responsible for compliance by any Construction Contract Specifications in 41 CFR 60-4.3.
subcontractor,lower-tier subcontractor or service provider.
Note:The U.S.Departhient of Labor has exclusive authority to
Form FHWA-1273 must be included in all Federal-aid design- determine compliance with Executive Order 11246 and the
build contracts:in all stAcontacts and in lower tier policies of the Secretary of Labor including 41 CFR 60.and 29
subcontracts(excluding subcontrails tor design services, CFR 1625-1627. The co e'actrg agency and the FHWA have
purchase orders.rental agreements and other agreements for the authority and the responsibility to ensure compliance with
supplies or services). The design-builder shall be responsible Title 23 USC Section 140,the Rehabilitation Act of 1973,as
for compliance by any subcontractor,lower-tier subcontractor amended(29 USC 794),and Title VI of the Civil Rights Act of
or service provider. 1964.as amended.and related regulations including 49 CFR
Parts 21,26 and 27:and 23 CFR Parts 200.230,ant 633,
Contracting agencies may reference Form FI IWA-1273 in bid
proposal or request for proposal documents,however,the The following provision is adopted from 23 CFR 230,Appendix
Form FHWA-1273 must be physically incorporated(not A.with appropriate revisions to conform to the U.S.
referenced)in all contracts:subcontracts and lower-tier Department of Labor(US DOL)and FHWA requirements.
subcontracts(excluding purchase orders.rental agreements
and other agreements for suppies or services related to a 1.Equal Employment Opportunity:Equal employment
construction contract). opportunity(EEO)requirements not to discriminate end to take
affirmative action to assure equal opportunity at set forth
2. Subject to the applicability criteria noted in the following under laws,executive orders,rules.regulations(28 CFR 35,
sections,these contract provisions shall apply to all work, 29 CFR 1630.29 CFR 1626-1627.41 CFR 60 and 49 CFR 27)
performed on the contract by the contracto?s own organization and orders of the Secretary Labor as modified by the
and with the assistance of workers under the contractors provisions prescnbed herein,and imposed pursuant to 23
immediate superintendence and to all work performed on the U.S.C:140 shall constitute the EEO and specific affirmative
contact by piecework,station work,or by subcontract, action standards for the contractor's project activities under
Exhibit I -Page 1 of 12
this contract.The provisions of the Americans with Disabilities 4.Recruitment:When advertising for employees,the
Act of 1990(42 U.S.C.12101 et seq.)set forth under 28 CFR contractor will Include in all advertisements for employees the
35 and 29 CFR 1630 are incorporated by reference in this notation:"An Equal Opportunity Employer.' All such
contract.In the execution of this contract,the contractor advertisements will be placed in publications having a large
agrees to comply with the following minimum specific circulation among minorities and women in the area from
requirement activities of EEO: which the project work force would normally be derived.
a.The contractor will work with the contracting agency and a. The contractor will.unless precluded by a valid
the Federal Government to ensure that it has made every bargaining agreement,conduct systematic and direct
good faith effort tbprovide equal oppotinity with resped to all recruitrnant through pubic and private employee referral
of its terms and conditions of employment and in their review sources ikely to yield qualified minorities and women_ To
of acimties under the contract. meet this requirement,the contractor will identify sources of
potential minority group employees,and establish with such
b.The contractor will accept as its operating policy the identified sources procedures whereby minority and women
following statement: applicants may be referred to the coniractorfor emptoxnent
consideration.
'It is the poicy of this Company to assure that applicants
are employed,and that employees are treated during b. In the event the contractor has a valid bargaining
employment.'without regard to their race.religion,sex color. agreement providing for exclusive hiring hall referrals,the
national'origin,age or disability. Such action shall include: contractor is expected to observe the provisions of that
employment,iupgrading,demotion,or transfer,recruitment or agreement to the extent that the system meets the contractor's
recmitment advertising:layoff or termination;rates of pay or compliance with EEO contract provisions. Where
other forms of compensation:and selection for training, implementation of such an agreement has the effect of
including apprenticeship,pre-apprenticeship,anchor on-the- discriminating against minorities or warren,or obligates the
job training." contactor to do the same,such implementationyidates
Federal nondiscrimination provisions.
2. EEO Officer:The contractor will designate and stake
known to the contracting officers an EEO Officer who will have c. The contractor will encourage its present employees to
the responsibility for and must be capable of effectively refer minorities and women as applicants for employment.
administering and promoting an active EEO program and who Information and procedures with yegard to ref emng such
Must be assigned adequate authority and responsibility to do applicants will be discussed with employees.
SO.
5.Personnel Actions:Weges.ymrking conditions:and
3..Dissemination of Policy.All members of the contractor's employee benefits shall be established and administered,and
staff who are authorized to hire,supervise,promote,and personnel actions of every type.including hiring,upgrading,
discharge emplovees,•or who recommend such action.or who promotion,transfer.demotion,layoff and termination,shall be.
am substantially involved in such action,will be made fully taken without regard to race,color religion,sex,national
cognizant of,and will implement,the contractor's EEO policy origin,age or disability. The following procedures shall be
and contractual responsibilities to provide EEO in each grade followed:
and classification of employment: To ensure that the above
agreement will be stet.the following actions will be taken as a a. The contractor Will conduct periodic inspections of project
minimum: sites to insure that working conditions and employee facilities
do not indicate discriminatory treatment of project site
a. Periodic meetings of supervisory and personnel office personnel.
employees will be conducted before the start of work and then
not less often than once every six months,at which time the b. The contractor will periodically evaluate the spread of
contractor's EEO policy and its implementation will be wages paid within each classification to determine any
reviewed and explained. The meetings will be conducted by evidence of discriminatory wage practices.
the EEO Officer.
c, The contractor will periodically review selected personnel •
Is NI new supervisory or personnel office employees will be actions in depth to determine whether there is evidence of
given a thorough indoctrination by the EEO Officer,covering discrimination. Where evidence is found,the contractor will
all major aspects of the contractor's EEO obligations within promptly take corrective action. If the review indicates that the
thirty days following their reporting for duty with the contractor. discrimination may extend beyond the actions reviewed.such
corrective action shalt include all affected persons:
c. All personnel who are engaged in direct recruitment for
the project will be instructed by the EEO Officer in the d. The contractor will promptly investigate all complaints of
contractor's procedures for locating and hiring minorities and alleged discrimination made to the contractor in connection
women. with its obligations under this contract,will attempt to resolve
such complaints,and will take appropriate corrective action
d. Notices and posters setting font the contractor's EEO within a reasonable time If the investigation indicates that the
Policy will be placed in areas readily accessible to employees, discrimination may affect persons other than the complainant,
applicants for employment and potential employees. such corrective action shall include such other persons. Upon
completion of each investigation,the contractor will inform
e. The contactors EEO policy and the procedures to every complainant of all of their avenues of appeal.
implement such policy will be brought to the attention of
employees by means of meetings.employee handbooks,or 6.Training and Promotion:
other appropriate means.
a. The contractor will assist in locating.qualifying,and
increasing the skills of minorities and woven who are
Exhibit I -Page 2 of 12
applicants for employment or current employees: Such efforts with the requirements for and comply with the Americana wdth
should be aimed at developing full journey level status Disabilities Act and at rules and regulations established there
employees in the type of trade or job classification involved. under. Employers must provide reasonable accommodation in
all employment advities unless to do so would Gaussian
b. Consistent with the Contractor's work force requirements Undue hardship.
and as permissible under Federal and State regulations,the
contractor shall make full use of training programs.i.e., 9.Selection of Subcontractors.Procurement of Materials
apprenticeship,and on-the-job training programs for the and Leasing of Equipment The contractor that not
geographical area of contract perfomianaw. In the event a discriminate on the grounds of race,color,-religion.sex
special provision for training is provided under this contract, national engin,age or disability inthe selection and retention
this subparagraph will be superseded as indicated in the of subcontractors.including procurement of materials and
spedal provision. The contracting agency may reserve leases of equipment. The contractor shall take all necessary
training positions for persons vrio receive welfare assistance and reasonable steps to ensure nondiscrimination in the
in accordance with 23 U.S.C.140(a). administration of this contract.
c. The contractor will advise employees and applicants for a The contractor shall notify all potential subcontractors and
employment of available training programs and entrance suppliers and lessors of their EEO obligations under this
requirements for each, contract.
d. The contractor will periodically review the training and b. The contactor will use good faith efforts to ensure
promotion potential of employees who are minorities and subcontractor compliance with their EEO obligations.
women and will encourage eligible employees to apply for
such training and promotion.
10.Assurance Required by49 CFR 26.13(b):
7,Unions:If the contractor relies in whole or in part upon
unions as a source of employees,fie contractor will use good a, The requirements of 49 CFR Part 26 and the State
faith efforts to obtain the cooperation of such unions to Dars U.S,DOT-approved DBE program are incorporated by
Increase opportunities for minorities and women. Actions by reference.
the contractor,either directly or through a contractors
association acting as agent,well include the procedures set b: The contractor or subcontractor shall not discriminate on I
font below'. the basis of race,color,national origin,or sex in the
performance of this contract The contractor shall carry out
a. The contractor will use good faith efforts to develop,in applicable requirements of 49 CFR Part 26 in the award and
cooperation with the unions.joint training programs aimed administration of DOT-assisted contracts. Failure by the
toward qualifying more minorities and women for membership contractor to carry out these requirements is a material breach
in the unions end increasing the skills of minorities and women of this contract,which may result in the termination of this
so that they may qualfy for higher paying employment. contract or such other remedy as the contracting agency
deems appropnate.
b. The contractor will use good faith efforts to incorporate an
EEOclause into each union agreement to the end that such 11.Records and Reports:The contractor shall keep such
union fill be contractually bound to refer applicants without records as necessary to document compliance with the EEO
regard to their race,color,religion,sex;national origin,age or requirements. Such records shall be retained fora period of
disability.. three years following the date of the final payment to the
contractor for all contract work and shalt be available at
c. The contractor is to obtain information as to the referral reasonable times and places for inspection by authorized
practices and polities of the labor viol except that to the representatives of the contracting agency.and the FHWA.
extent such information is within the exclusive possession of
the labor union and such labor union refuses to furnish such a. The records kept by the contractor shall document the
information to the contractor,the contractor shall to certify to following:
the contracting agency and shall set forth what efforts have
been made to obtain such information. (1)The slather and work hours of minority and non-
minority group members and women employed in each work
d. In fie event the union is unable to provide the contractor classification on the project;
with a reasonable flow of referrals within the time limit set forth
in the collective bargaining agreement,the contractor will. (2)The progress and efforts being made in cooperation
through independent reauilment efforts,fill the employment with unions.when applicable,to increase employment
vacancies without regard to race,color,religion,sex national opportunities for minorities and women:and
origin,age or disability;making full efforts to obtain qualified
and/or qualifiable minorities and women. The failure of a union (3)The progress and efforts being made'in locating,hiring.
to provide sufficient referrals(even though it is obligated to training.quaifyingn and upgrading minorities and women:
provide exclusive referrals under the terms of a collective
bargaining agreement)does not relieve the contractor from the b. The contractors and subcontractors will submit an annual
requirements of this paragraph, In the event the union referral report to the contracting agency each July for the duration of
practice prevents the contractor from meeting the obligations the project,indicating the'number of minority,women,and
pursuant to Executive Order 11246.as amended,and these non-minority group employees currently engaged in each work
spedal provisions.such contractor shall immediately notify the classification required by the contract work: This information is
contracting agency. to be reported on Form Fl tWA-1391, The staffing data should
represent the project work force on board in all or any pad of
8. Reasonable Accommodation for Applicants I the last payroll period preceding the end of July. If on-the-job
Employees with Disabilities: The contractor must be familiar training is being required by spedal provision.the contractor
Exhibit I -Page 3 of 12
wit be required to collect and report training data. The of paragraph 1.d.of this section;also,regular conlnbutions
employment data should reflect the work force on board during made or costs incurred for more than a weekly period(but not
at or any part of the last payroll period preceding the end of less often than quarterly)under plans,funds,or programs
July. which cover the particularweeldy period,are deemed to be
constructively made dr incurred during such weekly period.
Such laborers and mechanics shall be paid the appropriate
III.NONSEGREGATED FACILITIES wage_rate and fringe benefits on the wage determination for
the classification of work actually performed,without regard to
This provision is applicable to all Federal-aid construction skill:except as provided in 29 CFR 5.5(a)(4).Laborers or
contracts and to all related construction subcontracts of mechanics performing work in mor8 than one classification
410.000 or more, may be compensated at the rate specified for each'
classification for the time actually worked therein:Provided.
The contractor must ensure that facilrlies provided for That the employers payroll records accurately set forth the
employees are provided in such a manner that segregation on time spent in each'dassification in which work is performed.
the baste of race,color,religion,sex,or national origin cannot The wage determination(including any additional classification
result. The contractor may neither require such segregated and wage rates conformed under paragraph 1.b,of this
use by written or oral policies nor tolerate such use by section)and the Davis-Bacon poster(V/H-1321)shall be
employee custom..The contractors obligation'extends further posted at all times by the contractor and its subcontractors at
to ensure that its employees'are not assigned to perform their the site of the work in a prominent and accessible place where
services at any location,under the contractors control,where it can be easily seen by the workers.
the Mantles are segregated. The term'facilities"includes
waiting rooms,work areas,restaurants and other eating areas, b.(1)The contracting officer shall require that any class of.
time docks,resbknmis,washrooms,locker corms,and other laborers or mechanics,including helpers,.which is not listed in
storage or dressing areas,parking lots,drinking fountains. the wage determination and which is to be employed under the
recreation or entertainment areas,transportation,and housing contract shall be classified in conformance with the wage
provided for employees. The contactor shall provide separate determination.The contacting officer shall approve an
or single-user restrooms and necessary dressing or sleeping additional classification and wage rate and hinge benefits
areas to assure privacy between sexes, therefore only when the following criteria have been met:
IV. DAVIS-BACON AND RELATED ACT PROVISIONS (i)The work to be performed by the classification
requested is not performed by a classification in the wage
This section is applicable to all Federal-aid construction determination;and
projects exceeding 52.000 and to all related subcontracts and
lower-tier subcontracts(regardless of subcontract size). The (ii)The classification is utilized in the area by the
regtirements apply to al projects located within the right-of- construction industry,and
way of a roadway that is functionally classified as Federal-aid
highway. This excludes roadways functionally classified as
(ii)The proposed wage rate,including any bona fide
local roads or rural minor collectors, ply h are exempt
binge benefits,bears a reasonable relationship to the
Contacting agencies may elect to apply these requirements 10 wage rates contained in the wage determination.
other projects. -
The following provisions are from the U.S.Department of (2)If the contractor and the laborers and mechanics to be
Labor regulations in 29 CFR 5.5-Contract provisions and employed in the classification(if known).or their
related matters with minor revisions to conform to the FHWA- representatives,and the contracting officer agree on the'
classification and wage
1273 format and FIgWA program requirements. rate(indutling the amount
designated for fringe benefits where appropriate),a report of.
the anion taken shall be sent by the contracting officer to the
1. Minimum wages Administrator of the Wage and Hour Division;Employment
Standards Administration,U.S.Department of Labor,.
a All laborers and mechanics employed or working upon Washington,DC 20210.The Administrator,or an authorized.
the site of the work.will be paid unconditionally and not less representative,will approve,modify,or disapprove every
often than once a week,and without subsequent deduction or adnklional'eWSSifration action within 30 days of receipt and
rebate on any account(except soar payroll deductions as are so advise within the 30-day period or will notify the contracting
permitted by regulations issued by the Secretary of Labor officer Within the 30-day perM mat additional time is
under the Copeland Act(29 CFR part 3)),the lull amount of ':necessary.
wages and bona fide fringe benefits(or cash equivalents
thereof)due at time of payment computed'at rates not less (3)In the event the contractor,the laborers or mechanics
than those contained in the wage determination of the to be employed in the classification or their representatives,
Secretary of Labor which is attached hereto and made a part and the contracting officer do not agree on the proposed
hereof,regardless of any contractual relationship which may classification and wage rate(including the anoint
be alleged to exist between the contractor and such laborers designated for fringe benefits.where appropriate),the
and mechanics. 'contracting officer shall refer the questions.including the
views of all interested parties and the recommendation of the
Contributions made or costs reasonably anticipated for bona contacting officer.to the Wage and Hour Administrator for
fide fringe benefits under section 1(b)(2)of the Davis-Bacon determination.The Wage and Hour Administrator,-or an
Act on behalf of laborers or mechanics are considered wages 30 days of representative,will issue a determination within
paid to such laborers or mechanics.subject to the provisions 30 clays of receipt and so advise the contracting officer or
Exhibit I-Page 4 of 12
will notify the contracting officer within the 30-day period that Bacon Act,the contractor shalt maintain records which show
additional time is necessary, that the commitment to provide such benefits is enforceable,
that the plan or program is financially responsible,and that the
(4)The wage rate(including tinge benefits where •
plan or program has been communicated in riding to the
laborers or mechanics pursuant to paragraphs 1 h(2y or ecbanics affected,and records which show the
1 b.(3)of this section,that be paid to at workers performing costs anticipated or the actual cost incurred in providing such
work in the densification under this contract from the first benefds.Contractors employing apprentices or trainees under
day on which work is performed in the classification. registration programs shall maintain written evidence of the
registration of apprenticeship programs and certification of
trainee programs,the registration of the apprentices and
c.Whenever the minimum wage rate prescribed in the trainees,and the ratios and wage rates prescribed in the
contract for a lass of laborers or mechanics includes a fringe applicable programs.
benefit which is not epressed as an hourly rate.the contractor
shall either pay the benefit as stated in the wage determination b.(1)The contractor shall submit weekly for each week in
or shall pay another bona fide fringe benefit or an hourly cash which any contract work is performed a copy of all payrofis to
equivalent thereof the contracting agency. The payrolls submitted shall set out
adcurately and completely all of the information required to be
d.If the contractor does not make payments to a trustee or maintained under 29 CFR 5.5(aX3)(i),except that full social
other third person,the contractor may consider as part of the security numbers and home addresses shall not be included
wages of any laborer or mechanic the amount of any costs on weekly transmittals.Instead the payrolls shall only need to
reasonably anticipated in providing bona fide fringe,benefits include an individually identifying number tor each employee(
under a plan or program,Provided.That the Secretary of e.g.,the last four digits of the employee's social security
Labor has found.upon the written request of the contactor. number).The required weekly payroll information may be.
that the applicable standards of the Davis-Bacon Act have. submitted in any form desired.Optional Form WH-347 is
been met.The Secretary of Labor may require the contractor available for this purpose from the Wage and Hour Division
to set aside In a separate account assets for the meeting of Web site at http://www.dolgovresanyhdtfonnslwh347instchlro
obligations under the plan or program. or its successor site.The prime contractor is responsible for
the submission of copies of payrolls by all subcontractors.
2. Withholding security and subcontractors ntrartors shall maintain the full sonar
security number and cement address of each covered worker.
and shall provide them upon request to the contracting agency
The contracting agency shall upon its own action or upon for transmission to the Slate DOT.the FHWA or the Wage and
written request of an authorized representative of.the Hour Division of the Departrnent of Labor for purposes of an
Department of Labor.withhold or cause to be withheld from investigation or audit of compliance with prevailing wage
the contractor under this contract,or any other Federal requirements It is not a violation of this section for a prime
contract with the same prime contractor.or any other federally- contractor to require a subcontractor to provide addresses and
assisted contact subject to Davis-Bacon prevailing wage sodal security numbers to the prime contractor forth own
requirements.which is held by the same prime contractor,so records.without weekly subnssion to the contracting agency..
much of the accrued payments or advances as may be '
considered necessary to pay laborers and mechanics. (2)Each payroll submitted shall be accompanied by a
including apprentices,trainees,and helpers,employed by the 'Statement of Compliance,'signed by the contactor or
contractor or any subcontractor the kit amount of wages subcontractor or his or her agent who pays or supervises the
required by the contract. In the event of failure to pay any ed under the contract and shall
laborer or mechanic,including any apprentice.trainee,or certify the of the ing: employ
helper,employed or working on the site of the work,all or part tartly the following:
of the wages required by the Contract,the contracting agency
may.after written notice to the contractor,take such action as 0)That the payroll for the payroll period contains the
may be necessary to cause the suspension of any further information required to be provided under§5.5(aX3)(ii)of
payment,advance.or guarantee of funds until such violations Regulations.29 CFR part 5.the appropriate information is
have ceased. being maintained under§5.5(a X3)(i)of Regulations,29
CFR part 5,and that such information is correct and
3. Payrolls and basic records complete:
a:Payrolls and basil records relating thereto shall be (ii)That each laborer or mechanic(including each
maintained by the contractor during the course of the work and helper,apprentice.and trainee)employed on the contract
preserved for a period of three years thereafter for all laborers during the payroll period has been paid the full weekly
and mechanics working at the site of the work.Such records wages earned,without rebate,either directly or indirectly,
that contain the name,address;and social secunty number of and that nom the full have been made either directly of
each such worker,his Or her correct classification,hourly rates indirectly from the full wages eameo,other then
of wages paid(inducing rates of contributions or costs permissible deductions as set forth in Regulations,29 CFR
anticipated for bona fide fringe benefits or cash equivalents part 3,
thereof of the types described in section 1(b)(2)(B).of the
Davis-Bacon Act).daily and weekly number of hours worked, (ii)That each laborer or mechanic has been paid not
deductions made and actual wages paid.Whenever the less than the applicable wage rates and fringe benefits or
Secretary of Labor has found under 29 CFR 5.5(a)(1)(iv)that cash equivalents for the classification of work performed.
the wages of any laborer or mechanic include the amount of as specified in the applicable wage determination
any costs reasonably anticipated in providing benefits under a incorporated into the contract.
plan or program described in section 1(b)(2)(B)of the Davis-
Exhibit I-Page 5 of 12
(3)The weekly submission of a property executed rate specified in the applicable wage detemiination.
certification set forth on the reverse side of Optional Form Apprentices shall be paid fringe benefits in accordance with
WF?-347 shall satisfy the requirement for submission of the the provisions of the apprenticeship program.If the
'Statement of Compliance required by paragraph 33.6,(2)of apprenticeship program does not specify fringe benefits,
this section. apprentices must be paid the full amount of fringe benefits
listed an the wage determination for the applicable
(4)The falsification of any of the above ceNficafions may• classification.If the Administrator determines that a different
subject the contractor or subcortactor to civil or oiminal Practice prevails for the applicable apprentice fermi anon.
prosecution under section 1001 of tine 18 and section 231 of fringes shall be paid in accordance with that determination:_
title 31 of the United Stales Code.
In the event the Office of Apprenticeship Training,Employer
c.The contractor orsiihcomrador shall make the records recognized Labor Services,or a State Apprenticeship Agency
required under paragraph 3,a.of this section available for recognized by the Oflice,withdraws approval of an
inspection,under rag;ortanscnpfion by authorized apprenticeship program,the contractor will no longer be
representatives of the contracting agency,.the State DOT,the
predetermined to utilize apprentices at less than the applicable
Fl tWA, or the Department of Labor,and shall permit such predetermined rate for the work performed until an acceptable
representatives to interview employees during working hours program is approved.
on the job.If the contractor or subcontractor falls to submit the
required records Cite make them available.the FHWA may, b.Trainees(programs of the USDOL).
after written notice to the contractor,the contracting agency or
the State DOT,take such action as may be necessary to' Except as provided in 29 CFR 5,16 trainees will not tie'
cause the suspension of any further payment,advance,or permitted to work at less than the predetermined rate for the
guarantee of funds.Furfhemlore,failure to submit the required work performed unless they are employed pursuant to and
records upon request or to Make such records available may 1
be grounds for debarment action pursuant to rag CFR 5:12, individually registered in a program which has received prior
approval,evidenced by formal certification by the U.S.
Department of Labor.Employment and Training
4. Apprentices and trainees Administration.
a.Apprentices(programs of the USDOL). The ratio of trainees to journeymen on the job site shall not be
greater than permitted under the plan approved by.the
Apprentices will be permitted to work less than the Employment and Training Administration.
rk
predetermined rate for the work they performed when they are
employed pursuant to and individually registered in a bona fide Every trainee must be paid at not less than the rate specified
apprenticeship program registered with the U.S.DapaMlent of in the approved program for the trainee's level of progress,
Labor,Employment and Training Administration,Office of expressed as a percentage of the journeyman hourly rate
Apprenticeship Training,Employer and Labor Services.or with specified in the applicable wage determination..Trainees shall
a State Apprenticeship Agency recognized by the Office,or if a be paid fnnge benefits in accordance with the provisions of the
person is employed in he or her first 90 days of probationary trainee program.If the trainee program does not mention
employment as an apprentice in such an apprenticeship' fringe benefits,trainees shalt be paid the full amount of fringe
program,who is not individually registered in the program,but benefits listed on the wage determination unless the
who has been certified by the Office of Apprenticeship' Administrator of the Wage and Hour Division determines that
Trainog,Employer and Labor Services or a Stale there is an apprenticeship program associated with the
Apprenticeship Agency(where appropriate)to be eligible for corresponding journeyman wage rate on the wage
probationary employment as an apprentice. determination which providet for less'than full fringe benefits
for apprentices.Any,employee listed on the payroll at a trainee
'The allowable ratio of apprentices tojoumeymen on the job rate who is not registered and participating in a training plan
site in any craft classification shall not be greater than the ratio approved by the Employment and Training Administration shall
permitted to the contractor as to the entire whxlrforce under be paid not less than the applicable wage rate on the wage
the registered program.Any worker listed on a payroll at an In addition.determination fir the a performing of work tithe job site in ed.
apprentice wage rate,who is not registered or otherwise In atlditioft any trainee perfmndewe on the jab site in
employed as stated above,shall lie paid not less than the excess of ratio less than the applicable registered rate program
applicable wage rate on the wage detemlination for the shall be paid not less than the applicable wage rate on the
wage determination for the work actually performed.classification of work actually performed.In addition,any
apprentce performing work on the job site in excess of the
ratio permitted under the registered program shall be paid not In the event the Employment and Training Administration
less than the applicable wage rate on the wage determination withdraws approval of a training program,the contractor will no
for the work actually performed.Where a contractor is longer be permitted to utilize trainees at less than the
performing ct msvuction on a project in a locality other than applicable predetermined rate for The work performed until an
that in which its program is registered,the ratios and wage acceptable program is approved.
rates(expressed in percentages of the journeyman's houry
rate)s edfied in the contractor's or subcontractors registered
c Equal employment opportunity.The ut izatice of
program shall be observed. apprentices,trainees and journeymen under this part shell be-
in conformity with the equal employment opportunity
Every apprentice must be paid at not less than the rate requirements of Executive Order 11246,as amended,and 29
specified in the registered program for the apprentice's level of CFR part 30.
progress,expressed as a percentage of the journeymen hourly
Exhibit I -Page 6 of 12
d. Apprentices and Trainees(programs of the U.S.DOT).
Apprentices and trainees working under apprenticeship and V. CONTRACT WORK HOURS AND SAFETY
skill training programs which have been certified by the STANDARDS ACT
Secretary of Transportation as promoting EEO n connection
with Federal-aid highway construction programs are not The folfoxing clauses apply to any Federal-aid construction
subject to the requirements of paragraph 4 of this Section IV. contract in an amount in excess of 5100,000 and subjeth to the
The straight time howdy wage rates for apprentices and overtime provisions of the Contract Work Hours and Safety
trainees under such programs wit be established by the Standards Act.These clauses shall be inserted in addition to
particular programs.The ratio of apprentices and trainees to the clauses required by 29 CFR 5.5(e)or 29 CFR 6 6. As
journeymen shall not be greater than permitted by the terms of used in this paragraph,the terms laborers and mechanics
the particular program. include watchmen and guards.
S.Compliance with Copeland Act requirements. The 1.Overtime requirements. No contractor ru suticonirodor
•
contractor shall comply with the requirements of 29 CFR part contracting for any part of the contract work which may require
3,which are incorporated by reference in this contract or involve the employment of laborers or mechanics shall
require or permit any such laborer or mechanic many
6.Subcontracts. The contractor or subcontractor shall insert workweek in Mich he or she is employed on such work to'
Form FHWA-1273 in any subcontracts and also require the work in excess of forty hours in such-Workweek unless such
subcontractors to include Form FHWA-1273 in any lower ter. laborer or and one-h receives a basic ate at a rate not less mechanic
subconfacts.The prime contractor shall he responsible for the that one and one-half times to basic rate of pay for all hours
compliance by any subcontractor or lower ter subcontractor worked in excess of forty hours in sucnworklieek,
with all the contract clauses in 29 CFR 5.5,
2.Violation;liability for unpaid wages;liquidated
T.Contract termination:debarment. A breath of the damages. In the event of any vo forth
lation of the clause set for
contract clauses in 29 CFR 5.5 may be grounds for.termination In paragraph(1.)of this section;the contractor and any
of the concord,and for debarment as a contractor and a subcontractor responsible therefor shall be liable for the
subcontractor as provided in 29 CFR 5.12. unpaid wages.In addition,such contractor and subcontractor
shall be liable to the United States(in the case of work done
under contract for the District of Columbia or a teniton,.to such
8.Compliance with Davis-Bacon and Related Act District orto such temtory).for liquidated damages.Such
requirements. All rulings and interpretations of the Davis- liquidated damages shall be computed with respect to each
Bacon and Related Acts contained in 29 CFR parts 1,3,and 5 individual laborer or mechanic,including watchmen and
are herein incorporated by reference in this contract. guards,employed in violation of the.dause set forth in
paragraph(1g of this section.in the sum of S10 for each
9.Disputes concerning labor standards.DispNes'ansing calendar day on which such individual was required or
out of the leboistannirdsprovisionn of this contract shall not permitted to work in excesse overtime standard workweek of forty
be subject to the general disputes clause of this contract.Such dause wstoot payment iparagraph nt the overtime wages required by the
disputes shall be resolved in accordance with the procedures clause set forth in paragraph(1.)of this section:
of the Department of Labor set forth in 29 CFR parts 5.6,and
7.Disputes within the meaning of this clause include disputes 3.Withholding for unpaid wages and liquidated damages.
between the contractor(or any of its subcontractors)and the The FHWA or the contacting agency shall upon its own action
contracting agency,the U.S.Department of Labor,or the or upon written request of an authorized representative of the
employees or their representatives. Department of Laborwithhdd or cause to be withheld,from
any moneys payable on account of work performed by the.
10.Certification of eligibility. contractor or subcontractor under any such contract or any
other Federal contract with the same prime contractor,or any
other federally-assisted contras subject to the Contract Work
a.By entering into this contract,the contractor certifies that Hours and Safety Standards Act.which is held byte same
neither it(nor he or she)nor any person or firm who has an prime contractor,such sums as may be determined to be
interest in the contractor's firm is a person or firm ineligible to necessary to satisfy any tiabilitee of such contractor or
be awarded Government contracts by virtue of section 3(a)of subcontractor for unpaid wages and liquidated damages as
the Davis-Bacon Act or 29 CFR 5.12(aX1), provided in the clause set fort in paragraph(2.)of Ws
section.
b.No part of this contract that be subcontracted to any person
or firm ineligible for award of a Government contract by virtue 4.Subcontracts. The contractor or subcontractor that insert
of section 3(a)of the Davis-Bacon Act or 29 CFR 5.12(a x1). in any subcontracts the clauses set forth in paragraph(1.)
through(4.)of this section and also a dause requiring the.
c.The penalty f making false statements is prescribed in the subcontractors to include these clauses in any lower tier
U.S.Criminal for
title,t6 making false 1 statements subcontracts.The prime contractor shad be responsible for
compliance by any subcontractor or lower tier subcontractor
with the clauses set forth in paragraphs(1.)through(4.)of this
section.
Exhibit I -Page 7 of 12
evidenced in writing and that it contains al pertinent provisions
VI,SUBLETTING OR ASSIGNING THE CONTRACT and requirements of the prime contract.
This provision is applicable to all Federal-aid constructon 5.The 30%self-performance requirementh of paragraph(t)is
contracts on the National Highway System. not applicable to design-build contracts;however.contracting
agendes may establish their own self-performance
1.The contractor shall perform with its own organization requirements:
contract work amounting to not less than 30 percent(or a
greater percentage if specified elsewhere in the contract)of
the total original contract price,excluding any specialty items VII.SAFETY:ACCIDENT PREVENTION
designated by the contracting agency. Specialty items may be
performed by subcontract and the amount of any such T h i s pr o v i s i o n is applicable to all Federal-aid
specialty items performed may be deducted from the total construction contracts and to all related subcontracts_
original contract price before computing the amount of work
required to be performed by the contractors own:organization 1. In the performance of this contract the contractor shall
(23 CFR 635.116). comply with all applicable Federal,State,and local laws.
govering safety,health,and sanitation(23 CFR 635).The
a. The term'perform work with its own organization-refers contractor shall provide all safeguards,safety devices and
to workers employed or leased by the prime contractor,and protective equipment and take any other needed actions as it
equipment owned or'ardor'by the prime cnntrector;with or determines,or as the contracting officer may determine,to be
without operators. Such tern does not include employees or reasonably necessary to protect the life and health of
equipment of a subcontractor or lower tier subcontractor, employees on the job and the safety of the public and to
agents of the prime contractor.or any other assignees. The protect.property in connection with the performance of the
tem,may include payments for the costs of hiring leased' work covered by the contract.
employees from an employee leasing firm meeting all relevant
Federal and State regulatory requirements, Leased- 2. It is a condition of this contract,and that be made a
employees may only be included in this term if the prime cordtion of each subcontract:which the contractor enters into'
contractor meets all of the following conditions: pursuant to this contract,that the contractor and any
subcontractor shall not permit any employee,in performance
(1)the prime contractor maintains control over the of the contract to work in surroundings or under conditions
viv
superon of the day-to-day activities of the leased which are unsanitary,hazardous or dangerous to hiss her
employees; health or safety,as detemmined under construction safety and
(2)the prime contractor remains responsible for the quality health standards(29 CFR 1926)promulgated by the Secretary
of-the work of the leased employees: of Labor,in accordance with Section 107 of the Contract Work
(3)the prime contractor retains all power to accept or Hours and Safety Standards Act(40 U.S.C.3704).
exclude individual employees from work on the project;and
(4)the prime contractor remains ultimately responsible for 3.Pursuant to 29 CFR'1926.3,it is a condition of this contract
the payment of predetemiined minimum wages.the that the Secretary of Labor or authorized representative
submission of payrolls,statements of compliance and all thereof,shall have right of entry to any site of contract
other Federal regulatory requirements. performance to inspect or investigate the matter of compliance
with the constriction safety and health standards and to carry
b.'Specially Items"shall be construed to be limited to work out the duties of the Secretary tnderSection 107 of the
that requires highiy Spedetzed knowledge,abilities,or Contract Work Hours and Safety Standards Act(40
equipment not ordnarily available in the type of contracting U.S C3704).
organizations qualified and expected to bid or propose on the
contract as a whole and in general are to be limited to ntinor
components of the overall contract. VIII.FALSE STATEMENTS CONCERNING HIGHWAY
PROJECTS
2.The contract amount upon wAnirh the requirements set forth
in paragraph(1)of Section VI is computed includes the cost of T h i s pr o v i s i o n is applicable to all Federal-aid
Material and manufactured products which are to be construction contracts and to all related subcontracts.
purchased or produced by the contractor under the contract
provisions. In order to assure high quality and durable construction in
conformity with approved plans and specifications and a high
3.The contractor shall fur ish'fa)a competent superintendent degree of reliability on statements and representations made-
or supervisor who is employed by the firm,has full authority to by engineers.contactors,suppliers,and workers on.Federal-
direct performance of the work in accordance with the contract aid highway projects,it is essential that all persons concerned
requirements,and is in charge of all constitution operations with the project perform their functions as carefully,thoroughly,
(regardless of who performs the work)and(b)such other of its and honestly as possible. Willful falsification,distortion,or
own organizational resources(supervision,management,and misrepresentation with respect to any facts related to the
engineering services)as the contracting officer determines is protect is a violation of Federal law. To prevent any
necessaiy.to assure the performance of the contract. misunderstanding regal ding the seriousness of these and
similar acts,Form FHWA-1022 shall be posted on each
4.No portion of the contract shall be sublet,assigned or Federal-aid highway project(23 CFR 635)in one or more
otherwise disposed of except with the written consent of the places where it is readily available to all persons concerned
contracting officer,or authorized representative,and such with the project:
consent when given shall not be construed to relieve the
contractor of any responsibility for the fulfillment of the
contract Written consent yell be given only after the 18 U.S.C.1020 reads as follows:
contracting agency has assured that each subcontract is
Exhibit I -Page 8 of 12
'Whoever,being an officer,agent or employee of the United covered transaction.The prospective first tier participant shall
States,or of any State or Territory.or whoever;whether a submit an explanation of why it cannot provide the certification
person,association,firm,or corporation,knowingly makes any set out below.The certification or explanation will be
false statement false representation,or false report as to the considered in connection with the department or agency's
character,quality.quantity or cost of the material used or to determination whether to enter into this transaction.However.
be used,or the quantity or quality of the work performed or to failure of the prospective first tier participant to finish a
be,performed,or the cost thereof in connection with the certification or an explanation shall disqualify such a person
submission of plans.maps,specifications,contracts,or casts front participation in this transaction.
of construction on any highway or related project submitted for
approval to the Secretary of Transportation;or c.The certification in this clause is a material representation
of fact upon which reliance was placed when the contracting
Whoever knowingly makes any false statement,false agency determined to enter into this transaction.If it is'later
representation,false report or false claim with respect to the determined that the prospective participant knowingly rendered
charactek quality,quantity.or cost of any work performed or to an erroneous certification,in addition to other
be performed.or materials finished or to be'furrnshed,in available to the'Federa Government.the contracting agency
connection with the construction of any highway or related may terminate this transaction for cause of default.
project approved by the Secretary of Transportation;or
d.The prospective first tier participant shall provide
Whoever knowingly makes any false-statement or false immediate mitten notice to the contracting agency to whom
representation as to material fact in any statement,certificate, this proposal is submitted it any tine the prospective first tier
or report submitted pursuant to pro isions of the Federal-aid participant teams that its certification was erroneous When-
Roads Act approved July 1,1916,(39 Stat.355),as amended submitted or has become erroneous by reason of changed
and supplemented; circumstances.
Shall be fined under this the or imprisoned not more than 5 e.The terms`covered transaction." debarred,"
years or both,' "suspended.""ineligible,''participant,'"person.''principal:
and"voluntarily excluded"as used in this clause,are defined
in 2 CFR Parts 180 and 1200. 'First Tier Covered.
IX.IMPLEMENTATION OF CLEAN AIR ACT AND FEDERAL Transactions'refers to any covered transaction between a
WATER POLLUTION CONTROL ACT grantee or subgrantee of Federal funds and a participant(such
as the prime or general contract). "Lower Tier Covered
This provision is applicable to all Federal-aid construction Transactions'refers to any covered transaction under a First
contracts and to all related subcontracts. Tier Coveted Transaction(such as subcontracts). 'First Tier
Partdpant'refers to the participant who has entered into a
By submission of this hid/proposal or execution of this covered transaction with a grantee or subgrantee of Federal
Contract,or subcorttradanteaters.,,.as appropriate;the bidder.proposer, funds(such as the prime or general anteaters.,'Lower Tier
Federal-ad construction contractor,orsubcontractor,as Participant'refers any participant who has entered into a
appropriate,will be deemed to have stipulated as follows: covered transaction with a First Tier Participant or other Lower
Tier Participants(such as subcontractors and suppliers).
1.That any person who is or will be utilized in the
performance of this contract is not prohibited from receiving an f.The prospective first ter participant aeries by submitting
award due to a violation of Section 506'.of the Clean Water Act this proposal that:should the proposed covered transaction be
or Section 306 of the Clean Air Act. entered into,it shall not knowingly enter Into any lower tier
2.That the contractor agrees to include or cause to be covered transaction with a person who is debarred,
included the requirements of paragraph(1)of this Section X in suspended declared ineligible,or voluntarily excluded from
every subcontract,and further agrees to take such action as participation in this covered transaction„unless authorized by
the contracting agency may direct as a means of enforcing the department or agency entering into this transaction.
such requirements.
g.The prospective first tier partidpant further agrees by
submitting this proposal that it will include the clause titled
X.CERTIFICATION REGARDING DEBARMENT, "Certification Regarding Debarment Suspension, eligibility
SUSPENSION,INELIGIBILITY AND VOLUNTARY and Voluntary Exclusion-Lower Tier Covered Transactions.'
EXCLUSION provided by the department or contracting agency,entering
into this covered transaction.without modification,in all lower
This provision is applicable to all Federal-aid construction tier covered transactions and in all solicitations for lower tier
contracts,design-build contracts,subcontracts,lower-tier covered transactions exceeding the.525,000 threshold.
subcontracts,purchase orders,lease agreements,consultant
contacts or any other covered transaction requiring FHWA h.A participant in a covered transaction may rely upon a
approval or that is estimated to cost 525,000 or more— as certification of a prospective participant in a lower tier covered
defined in 2 CFR Parts 180 and 1200. transaction that is not debarred.suspended,ineligible,or
voluntarily excluded from the covered transaction,unless is
knows that the certification is erroneous. A participant is
responsible for ensuring that Its principals are not suspended,
1.Instructions for Certification—First Tier Participants: debarred.or otherwise ineligible to participate in covered
transactions. To verify the eligibility of its principals,as well as
a.By signing and submitting this proposal,the prospective the eligibility of any lower tier prospective participants,each
first tier participant is providing the certification set out below, participant may,but is not required to.check the Excluded.
Parties List System website Cmttos nwWw eots qnv/t which is
b.The inability of a person to provide the certification set out compiled by the General Services Administration,
below will not necessarily resutt in denial of participation in this
Exhibit I -Page 9 of 12
i. Nothing contained in the foregoing shall be construed to this transaction originated may pursue available remedies.
require the establishment of a system of records in order to including suspension and/or debarment
render in good faith the certification required by this clause.
The knowledge and information of the prospective participant c.The prospective lower ter participant shall provide
is not required to exceed that which is normally possessed by immediate written notice to the person to which this proposal is
a prudent person in the ordinary course of business dealings, submitted if at any time the prospective tower tier partidpant
learns that its certification was erroneous by reason of
j.Except fortransactins authorized under paragraph(f)of changed circumstances,
these instructions.,if a participant in a covered transaction
knowingly enters into a lower tier covered transaction with a d.The terms"covered transaction;""debarred."
person who is suspended.debarred,ineligible,or voluntarily "suspended."Ineligible,"'participant,""person"prncipal,"
. excluded from participation in this transaction,in addition to and'voluntarily excluded"as used in this clause,are defined
other remedies evadable to the Federal Government,the in 2 CFR Parts 180 and 1200, You may contact the person to
department or agency may terminate this transaction for cause which this proposal is submitted for assistance in obtaining a
or default. copy of those regulations, 'First Ter Covered Transactions"
refers to any covered transaction between a grantee or
"`•" subgrantee of Federal funds and a participant(such as the
prime or general contract). 'Lower Ter Covered Transactions'
2. Certification Regarding Debarment,Suspension, refers to any covered transaction under a First Ter Covered
Inellgibillty and Voluntary Exclusion-First Tier Transaction(such as subcontracts). 'First Tier'Participant"
Participants: refers to the participant who has entered into a covered
transaction with a grantee or subgrantee of Federal funds
a. The prospective first tier participant certifies to the best of (such as the prime or general contractor). "Lower Tier
its knowledge and belief,that it and its principals: Participant'refers any participant who has entered into a
covered transaction with a First Ter Participant or other Lower
(1 r.Are not fared my deberror,suspended,excluded proposed for Tier Participants(such as subcontractors and suppliers).
pabaipatin in covered transactions voluntarily a exclral from
participating in geecetl transacaons by any Federal e.The this prospective lower tier shocdti the proposed agrees co
department or agony; submitting this ehtere proposal to,it should otl proposed nter into
transaction ener overetlran,atinlnot ap erion vibe is,
proposal(2) Havant convicted a of or had period dpreceding
men retde any debarred.suspenned declared is covered ele.trat
against onn with th tanYSS, of attempting or a Lain,or performing in excluded from the tedartrneM a agency with which this
a public(Federal,State alaal)transaction or contract under transaction originated.
i public transaction:violation of Federal or State antitrust
statutes or commission of embezzlement.theft.forgery, f.The prospective lower tier participant further agrees by
bribery,falsification or destruction of records,malting false submitting this proposal that it will include this clause titled
statements.or receiving stolen property:: "Certification Regarding Debarment.Suspension.Ineligibility
and Voluntary Exclusion-Lower Tier Covered Transaction,"
(3) Are not presently indicted for or otherwise criminally or without modification,in all lower tier covered transactions and
civilly charged by a governmental entity(Federal,State or in all solicitations for lower tier covered transactions exceeding
local)with commission of any of the offenses enumerated in the 525,000 threshold.
paragraph(a)(2)of this certification;and
g.A participant in a covered transaction may rely upon a
(4) Have not within a three-year penod preceding this certification of a prospective participant in a lower tier covered
applicationiproposal had one or more public transactions transaction that is not debarred,suspended,ineligible,or •
(Federal.State or local)tarninated for cause or default. voluntarily excluded from the covered transaction,unless it
knows that the certification is erroneous.A participant is
b: Where the prospective participant is unable to certify to re sponsible for ensuring that as principals are not suspended,
any of the statements in this certification,such prospective debarred,or othenwise ineligible to participate in covered
participant shall attach an explanation to this proposal. transactions. To verify the eligibility of its principals,as well as
the eligibility of any lower tier prospective participants,each
2.Instructions for Certification-Lower Tier Participants: participant may.but is not required to.check the Excluded
Parties list System website(htlos7Aw.w eels aovl).which is
(Applicable to all subcontracts,purchase orders and other Compiled by the General Services Administration.
lower tier transactions requiring prior FHWA approval or
estimated to cost 525,000 or more-2 CFR Parts 180 and h.Nothing contained in the(oregano shall be construed to
1200) require establishment of a system of records in order to render
in good faith the certification requred by this clause:The
a.By signing and submitting thus proposal,the prospective knowledge and information of participant is not required to
lower her is providing the certification set out below. exceed that which is normally'possessed by a prudent person
in the ordinary course of business dealings.
b.The certification in this clause is a material representation
of fact upon which reliance was placed when this transaction i.Except for transactions authorized under paragraph e of
was entered into.If it is later determined that the prospective these instructions,if a participant in a covered transaction
lower tier participant knowingly rendered an erroneous knowingly enters into a lower tier covered transaction v,ith a
certification,in addition to other remedies available to the person who is suspended,debarred.ineligible.or voluntarily
Federal Government,the department,or agency with which excluded from participation in this transaction,in addition to
other remedies avalable to the Federal Government,the
Exhibit I -Page 10 of 12
•
deparhnent or agency with which this transaction originated
may pursue available remedies.including suspension and'«
debarment.
Certification Regarding Debarment,Suspension,
InellgIbIlky and Voluntary Exclusion—Lower Tier
• Participants:
1.The prospective lower ter 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 panicipatng in
covered transactions 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.
XI.CERTIFICATION REGARDING USE OF CONTRACT
FUNDS FOR LOBBYING
This provision is applicable to all Federal-aid construction
contracts and to all related subcontracts which exceed
5100.000(49 CFR 20).
1.The prospective participant certifies,by signing and
submitting this bid or proposal,to the best of his or her
knowledge and belief,that
a.No Federal appropriated funds have been paid or will be
paid,by or on behalf of the undersigned.to any person for
influencing or attempting to influence an officer or employee of
any Federal agency,a Member of Congress,an officer or
employee of Congress.or an employee of a Member of
Congress in connection with the awarcing of any Federal
contract,the making of any Federal giant.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:
•
b..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 Federal
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 Fonn-LLL."Disclosure Fomi to Report
Lobbying."in accordance with its instructions.
2.This certification is a material representation of fact upon
which reliance was placed when this transaction was made or
entered into. Submission of this carat cation is a prerequisite
for making or entering into this transaction imposed by 31
U.S.C.1352. Any person who fails to file the required
•
certification shall be sutect to a civil penalty of not less than
510.000 and not more than 5100,000 for each such failure.
3.The prospective participant also agrees by submitting its
hid or proposal that the participant shall require that the
language of this certification be included in all lower tier
subcontracts,which exceed$100,000 and that all such
recipients shall certify and disclose accordingly.
Exhibit I -Page 11 of 12
ATTACHMENT A-EMPLOYMENT AND MATERIALS 6.The contractor shall include the provisions of Sections 1
PREFERENCE FOR APPALACHIAN DEVELOPMENT through 4 of this Attachment A in every subcontract for work
HIGHWAY SYSTEM OR APPALACHIAN LOCAL ACCESS which is.or reasonably may be.done as on-site work.
ROAD CONTRACTS
This provision is applicable to all Federal-aid projects funded
under the Appalachian Regional Development Act of 1965.
1.During the performance of this contract,the contractor
undertaking to do work which is;or reasonably maybe.done
as on-site work,shall give preference to Qualified persons who
regularly reside in the labor area as designated by the COL
wherein the contract work is situated,or the subregion.or the
Appalachian counties of the State wherein the contract work is
situated,except
a.To the extent that qualified persons regularly residing in
the area are not available.
b.For the reasonable needs of the contractor to employ
supervisory or specially experienced personnel necessary to
assure an efficient executon of the contract work.
c.For the obligation of the contactor to otter employment to
present or former employees as the result of a lawful collective
bargaining contract.provided that the number of nonresident
persons employed under this subparagraph(1 c)shall not
exceed 20 percent of the total number of employees employed
by the contactor on the contract work,except as provided in
subparagraph(4)below.
2.The contactor shall place a job order Wth the State
Employment Service indicating(a)the classifications of the
laborers,mechanics and other employees required to perform
the contract work,(b)the number of employees requred in
each classification,(c).the date on which the participant
estimates such employees will be required,and(d)any other
pertinent information required by the State Employment
Service to complete the job order form. The job order may be
placed with the State Employment Service is writing or by
telephone. If during the course of the contact work,the
information submitted by the contactor in the original job order
is substantialy modified.the parlidpant shall promptly nobly
the State Employment Service.
3.The contactor that give MI consideration to all qualified
job applicants referred to him by the State Employment
Service. The contractor is not required to grant employment to
any job applicants who.in his opinion.are not qualified to
perform the classification of work required.
4.If,within one week following the placing of a job order by
the contractor with the State Employment Service.the State
Employment Service is unable to refer any qualified job
applicants to the contractor,or less than the number
requested,the State Employment Service will forward a
certificate to the contractor iri0icatng the unavailability of
applicants. Such certificate shall be made a part of the
contractors permanent project records. Upon receipt of this
certificate;the contractor may employ persons who do not
normally reside in the labor area to fill positions covered by the
certificate,notwithstanding the provisions of subparagraph(1c)
above.
5. The provisions of.23 CFR 633.207(e)allow the
contracting agency to provide a contractual preference for the
use of mineral resource materials native to the Appalachian
region.
Exhibit I -Page 12 of 12
37. EXHIBIT J— FEDERAL REQUIREMENTS
Federal laws and regulations that may be applicable to the Work include:
A. Uniform Administrative Requirements for Agreements and Cooperative
Agreements to State and Local Governments (Common Rule)
The "Uniform Administrative Requirements for Agreements and Cooperative Agreements
to State and Local Governments (Common Rule), at 49 Code of Federal Regulations, Part
18, except to the extent that other applicable federal requirements (including the
provisions of 23 CFR Parts 172 or 633 or 635) are more specific than provisions of Part
18 and therefore supersede such Part 18 provisions. The requirements of 49 CFR 18
include, without limitation:
the Local Agency/Contractor shall follow applicable procurement procedures, as required
by section 18.36(d); the Local Agency/Contractor shall request and obtain prior CDOT
approval of changes to any subcontracts in the manner, and to the extent required by,
applicable provisions of section 18.30; the Local Agency/Contractor shall comply with
section 18.37 concerning any sub-Agreements; to expedite any CDOT approval, the Local
Agency/Contractor's attorney, or other authorized representative, shall also submit a letter
to CDOT certifying Local Agency/Contractor compliance with section 18.30 change order
procedures, and with 18.36(d) procurement procedures, and with 18.37 sub-Agreement
procedures, as applicable; the Local Agency/Contractor shall incorporate the specific
contract provisions described in 18.360) (which are also deemed incorporated herein) into
any subcontract(s) for such services as terms and conditions of those subcontracts.
B. Executive Order 11246
Executive Order 11246 of September 24, 1965 entitled "Equal Employment Opportunity,"
as amended by Executive Order 11375 of October 13, 1967 and as supplemented in
Department of Labor regulations (41 CFR Chapter 60) (All construction contracts awarded
in excess of$10,000 by the Local Agencys and their contractors or the Local Agencys).
C. Copeland "Anti-Kickback" Act
The Copeland "Anti-Kickback" Act (18 U.S.C. 874) as supplemented in Department of
Labor regulations (29 CFR Part 3) (All contracts and sub-Agreements for construction or
repair).
D. Davis-Bacon Act
The Davis-Bacon Act (40 U.S.C. 276a to a-7) as supplemented by Department of Labor
regulations (29 CFR Part 5) (Construction contracts in excess of$2,000 awarded by the
Local Agencys and the Local Agencys when required by Federal Agreement program
legislation. This act requires that all laborers and mechanics employed by contractors or
sub-contractors to work on construction projects financed by federal assistance must be
paid wages not less than those established for the locality of the project by the Secretary
of Labor).
E. Contract Work Hours and Safety Standards Act
Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C.
327-330) as supplemented by Department of Labor regulations (29 CFR Part 5).
(Construction contracts awarded by the Local Agency's in excess of$2,000, and in
excess of$2,500 for other contracts which involve the employment of mechanics or
laborers).
F. Clear Air Act
Standards, orders, or requirements issued under section 306 of the Clear Air Act (42
U.S.C. 1857(h), section 508 of the Clean Water Act (33 U.S.C. 1368). Executive Order
11738, and Environmental Protection Agency regulations (40 CFR Part 15) (contracts,
subcontracts, and sub-Agreements of amounts in excess of$100,000).
Exhibit J—Page 1 of 3
G. Energy Policy and Conservation Act
Mandatory standards and policies relating to energy efficiency which are contained in the
state energy conservation plan issued in compliance with the Energy Policy and
Conservation Act (Pub. L. 94-163).
H. OMB Circulars
Office of Management and Budget Circulars A-87, A-21 or A-122, and A-102 or A-110,
whichever is applicable.
I. Hatch Act
The Hatch Act (5 USC 1501-1508) and Public Law 95-454 Section 4728. These statutes
state that federal funds cannot be used for partisan political purposes of any kind by any
person or organization involved in the administration of federally-assisted programs.
J. Nondiscrimination
42 USC 6101 et seq. 42 USC 2000d, 29 USC 794, and implementing regulation, 45
C.F.R. Part 80 et. seq. These acts require that no person shall, on the grounds of race,
color, national origin, age, or handicap, be excluded from participation in or be subjected
to discrimination in any program or activity funded, in whole or part, by federal funds.
K. ADA
The Americans with Disabilities Act (Public Law 101-336; 42 USC 12101, 12102, 12111-
12117, 12131-12134, 12141-12150, 12161-12165, 12181-12189, 12201-1221347 USC
225 and 47 USC 611.
L. Uniform Relocation Assistance and Real Property Acquisition Policies Act
The Uniform Relocation Assistance and Real Property Acquisition Policies Act, as
amended (Public Law 91-646, as amended and Public Law 100-17, 101 Stat. 246-256). (If
the contractor is acquiring real property and displacing households or businesses in the
performance of the Agreement).
M. Drug-Free Workplace Act
The Drug-Free Workplace Act (Public Law 100-690 Title V, subtitle D, 41 USC 701 et
seq.).
N. Age Discrimination Act of 1975
The Age Discrimination Act of 1975, 42 U.S.C. Sections 6101 et. seq. and its
implementing regulation, 45 C.F.R. Part 91; Section 504 of the Rehabilitation Act of 1973,
29 U.S.C. 794, as amended, and implementing regulation 45 C.F.R. Part 84.
O. 23 C.F.R. Part 172
23 C.F.R. Part 172, concerning "Administration of Engineering and Design Related
Contracts".
P. 23 C.F.R Part 633
23 C.F.R Part 633, concerning "Required Contract Provisions for Federal-Aid
Construction Contracts".
Q. 23 C.F.R. Part 635
23 C.F.R. Part 635, concerning "Construction and Maintenance Provisions".
R. Title VI of the Civil Rights Act of 1964 and 162(a) of the Federal Aid Highway Act
of 1973
Title VI of the Civil Rights Act of 1964 and 162(a) of the Federal Aid Highway Act of 1973.
The requirements for which are shown in the Nondiscrimination Provisions, which are
attached hereto and made a part hereof.
S. Nondiscrimination Provisions
In compliance with Title VI of the Civil Rights Act of 1964 and with Section 162(a) of the
Federal Aid Highway Act of 1973, the Contractor, for itself, its assignees and successors.
in interest, agree as follows:
Exhibit J—Page 2 of 3
i. Compliance with Regulations
The Contractor will comply with the Regulations of the Department of Transportation
relative to nondiscrimination in Federally assisted programs of the Department of
Transportation (Title 49, Code of Federal Regulations, Part 21, hereinafter referred to
as the "Regulations"), which are herein incorporated by reference and made a part of
this Agreement.
ii. Nondiscrimination
The Contractor, with regard to the work performed by it after award and prior to
completion of the contract work, will not discriminate on the ground of race, color, sex,
mental or physical handicap or national origin in the selection and retention of
Subcontractors, including procurement of materials and leases of equipment. The
Contractor will not participate either directly or indirectly in the discrimination prohibited
by Section 21.5 of the Regulations, including employment practices when the contract
covers a program set forth in Appendix C of the Regulations.
iii. Solicitations for Subcontracts, Including Procurement of Materials and
Equipment
In all solicitations either by competitive bidding or negotiation made by the Contractor
for work to be performed under a subcontract, including procurement of materials or
equipment, each potential Subcontractor or supplier shall be notified by the Contractor
of the Contractor's obligations under this Agreement and the Regulations relative to
nondiscrimination on the ground of race, color, sex, mental or physical handicap or
national origin.
iv. Information and Reports
The Contractor will provide all information and reports required by the Regulations, or
orders and instructions issued pursuant thereto and will permit access to its books,
records, accounts, other sources of information and its facilities as may be determined
by the State or the FHWA to be pertinent to ascertain compliance with such
Regulations, orders and instructions. Where any information required of the Contractor
is in the exclusive possession of another who fails or refuses to furnish this information,
the Contractor shall so certify to the State, or the FHWA as appropriate and shall set
forth what efforts have been made to obtain the information.
•
v. Sanctions for Noncompliance
In the event of the Contractor's noncompliance with the nondiscrimination provisions of
this Agreement, the State shall impose such contract sanctions as it or the FHWA may
determine to be appropriate, including, but not limited to: a. Withholding of payments to
the Contractor under the contract until the Contractor complies, and/or b. Cancellation,
termination or suspension of the contract, in whole or in part.
T. Incorporation of Provisions §22
The Contractor will include the provisions of paragraphs A through F in every subcontract,
including procurement of materials and leases of equipment, unless exempt by the
Regulations, orders, or instructions issued pursuant thereto. The Contractor will take such
action with respect to any subcontract or procurement as the State or the FHWA may
direct as a means of enforcing such provisions including sanctions for noncompliance;
provided, however, that, in the event the Contractor becomes involved in, or is threatened
with, litigation with a Subcontractor or supplier as a result of such direction, the Contractor
may request the State to enter into such litigation to protect the interest of the State and in
addition, the Contractor may request the FHWA to enter into such litigation to protect the
interests of the United States.
Exhibit J—Page 3 of 3
•
• 38. EXHIBIT K - SUPPLEMENTAL FEDERAL PROVISIONS
State of Colorado
Supplemental Provisions for
Federally Funded Contracts, Grants, and Purchase Orders
Subject to
The Federal Funding Accountability and Transparency Act of 2006 (FFATA), As Amended
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
http://www.bpn.qov/ccr.
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
Exhibit K- Page 1 of 4
established and assigned by Dun and Bradstreet, Inc. to uniquely identify a business entity.
Dun and Bradstreet's website may be found at: http://fedqov.dnb.com/webform.
1.6. "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;
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.
1.7. "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. "Subrecipierit 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.
Exhibit K- Page 2 of 4
oe
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.
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
http://www.colorado.qov/dpa/dfp/sco/FFATA.htm.
6. Effective Date and Dollar Threshold for Reporting. The effective date of these supplemental
provisions apply to new Awards as of October 1, 2010. Reporting requirements in §7 below apply to
new Awards as of October 1, 2010, if the initial award is $25,000 or more. If the initial Award is below
Exhibit K- Page 3 of 4