HomeMy WebLinkAboutbocc.res.036.2018 CONTRACT
RESOLUTION OF THE BOARD OF COUNT# 1) )v�o
COMMISSIONERS ("BOCC")OF PITKIN COUNT , '`)'l�""1"�`�
COLORADO ADOPTING AN INTERGOVERNMENTAL
AGREEMENT WITH THE COLORADO DEPARTMENT
OF TRANSPORTATION FOR THE PURPOSE OF
PURCHASING COMMUTER VANS
RESOLUTION NO. ()% ,2018
RECITALS:
I. Pursuant to Section 2.8.3 (Actions)of the Pitkin County Home Rule Charter
("HRC")official action by formal resolution shall be required for all actions of the
Board not requiring ordinance power on matters of significant importance affecting
citizens.
2. Pitkin County desires to purchase four commuter vans for the purpose of allowing
employees to commute together on an ongoing basis for normal and emergency
need operations.
3. The Congestion Mitigation Air Quality grant allows commuter vans to be purchased
for this purpose.
4 Commuter vans assist in reducing vehicle numbers on State Highway 82.
5. The BOCC finds that it is in the best interests of the citizens of Pitkin County to
approve this Resolution.
NOW, THEREFORE,BE IT RESOLVED by the Board of County Commissioners of
Pitkin County, Colorado that it hereby adopts An Intergovernmental Agreement with the
Colorado Department of Transportation for the purpose of purchasing four commuter vans
and authorizes the Chair to sign the Resolution and upon the satisfaction of the County
Attorney as to form, execute any other associated documents necessary to complete this
matter.
1
INTRODUCED AND FIRST READ ON THE `h DAY OF ri I 2018
AND SET FOR SECOND READING AND PUBLIC HEARING ON HE DAY
OF Ili 2018.
NOTICE OF PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF WE
E
RESOIAJTION PUBLISHED IN THE ASPEN TIMES WEEKLY ON THE ,C DAY
OF Q-l-pvi / ,2018
NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE RESOLUTION
POSTED ON THE OFFICIAL WTKIN COUNTY WEBSITE(www.pitkincounty.com)
ON THE 96t4•DAY OF �1 r i ( 2018. p
ADOPTED AFTER FINAL READING AND PUBLIC HEARING ON THE !
DAY OF A 2018.
PUBLISHED BY TITLE AND SHORT SUMMARY,A ER ADOPTION, IN THE
ASPEN TIMES WEEKLY ON THE Oa DAY OF /( - ,2018
POSTED BY TITLE AND SHORT SUMMARY ON THE OFFICIAL PITKIN COUNTY
WEBSITE (www.mtkincounty.com )ON THE IO b4 DAY OF )'t� 2018
ATTEST: BOARD OF COUNTY COMMISSIONERS
By 4 / J u [ Jr By: -pot, chip._
Jean;
1 a ones Patti Clapper,Chair
Dep P County Clerk
I Date' 05-- l I -)ci f
APP'OVED AS TO FORM. MANAGER APPROVAL
Q A .
A .'
- e • y Ion Peacock, County Manager
4ss4. Cows
til(l>~ A Y. u -
CONTRACT
PO# 471001159
# C3 :)0/ccRommgd 18-HA3-ZH-00034
STATE OF COLORADO INTERGOVERNMENTAL AGREEMENT
Signature and Cover Page
State Agency Agreement Routing Number
Department of Transportation I S-HA3-ZH-00034
Local Agency Agreement Effective Date
Pitkin County The later of the effective date or
June 02,2017
Agreement Description Agreement Expiration Date
Pitkin County Van Purchase 12/31/2022
Project# Region# Contract Writer Agreement Maximum Amount
AQC C570- 3 JH $195,000.00
024(21932)
THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT
Each person signing this Agreement represents and warrants that he or she is duly authorized to execute this
Agreement and to bind the Party authonzing his or her signature
LOCAL AGENCY STATE OF COLORADO
Pitkin County John W.Hickenlooper,Governor
//�� Department of Transportation
--1°0:1X,
r /t i alien P Bhatt,Executive Ducctor
/( , (Signature y� �. `','/�/'^'
1 ti1e - Cl it 1-* Pikct1 Cf_ Joshua L1 .E.,C a n ' cer
y ( rint Name and Title) tOCt.
Date. (cl asizoi&
Date 00-ar2-at f
2nd State or Local Agency Signature if Needed LEGAL REVIEW
Cynthia H.Coffman,Attorney General
Signature Assistan Attorney General
By (Print Name and Title) By (Print Name and Title)
Date Date.
In accordance with§24-30-202 C.R.S.,this Agreement is not valid until signed and dated below by the State
Controller or an authorized delegate.
STATECI ILLER
Robert Jar 7 BA,JD
/,/ F
By: ilea.—.ire .i
Departm // /
Transportationio'
Effective Date: {/ `�( d
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TABLE OF CONTENTS
1. PARTIES .. .. .. ..... ... 2
2. TERM AND EFFECTIVE DATE..... . ..
3 AUTHORITY. . ........ .. 3
4. PURPOSE . .. .... ... 3
5 DEFINITIONS.. . .. 4
6 STATEMENT OF WORK ... .. . .. .. . ... . 6
7 PAYMENTS .. . .. ..... .. ....... .. 10
8 REPORTING-NOTIFICATION .. . .. 14
9. LOCAL AGENCY RECORDS .... .. .. ..... 14
10 CONFIDENTIAL INFORMATION-STATE RECORDS . .... ... 15
11 CONFLICT OF INTEREST . .. . .... .. 16
12 INSURANCE .... .... .. . .... .. ... . . .. . 16
13 BREACH . . .. .. ... ..... ...... .... . .... ... . .. 18
14 REMEDIES. .. .. ... .... .. .. 18
15. DISPUTE RESOLUTION.. . . . .... . .... 19
16. NOTICES AND REPRESENTATIVES ... ..._ ... .... ... ...... .20
17. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION .... . . . . .... .......20
18 GOVERNMENTAL IMMUNITY ........... .. . .. 21
19 STATEWIDE CONTRACT MANAGEMENT SYSTEM.._ ... ... .... 21
20 GENERAL PROVISIONS... .... .. _. . __ .... _. 21
21 COLORADO SPECIAL PROVISIONS ... .... .... . 23
22 FEDERAL REQUIREMENTS ... .... 24
23. DISADVANTAGED BUSINESS ENTERPRISE(DBE) . .. . ...25
24. DISPUTES. ...... .. ..25
EXHIBIT A,STATEMENT OF WORK
EXHIBIT B,SAMPLE OPTION LETTER
EXHIBIT C,FUNDING PROVISIONS
EXHIBIT D,LOCAL AGENCY RESOLUTION
EXHIBIT E,LOCAL AGENCY AGREEMENT ADMINISTRATION CHECKLIST
EXHIBIT F,CERTIFICATION FOR FEDERAL-MD AGREEMENTS
EXHIBIT G,DISADVANTAGED BUSINESS ENTERPRISE
EXHIBIT H,LOCAL AGENCY PROCEDURES FOR CONSULTANT SERVICES
EXHIBIT I,FEDERAL-AID AGREEMENT PROVISIONS FOR CONSTRUCTION AGREEMENTS
EXHIBIT 1,ADDITIONAL FEDERAL REQUIREMENTS
EXHIBIT K,FFATA SUPPLEMENTAL FEDERAL PROVISIONS
EXHIBIT L,SAMPLE SUBRECIPIENT MONITORING AND RISK ASSESSMENT FORM
EXHIBIT M,OMB UNIFORM GUIDANCE FOR FEDERAL AWARDS
I. PARTIES
This Agreement is entered into by and between Local Agency named on the Signature and Cover Page for
this Agreement("Local Agency"),and the STATE OF COLORADO acting by and through the State agency
named on the Signature and Cover Page for this Agreement(the"State"or"CDOT") Local Agency and the
State agree to the terms and conditions in this Agreement
2. TERM AND EFFECTIVE DATE
A. Effective Date
This Agreement shall not be valid or enforceable until the Effective Date, and Agreement Funds shall
be expended within the dates shown in Exhibit C for each respective phase ("Phase Performance
Penod(s)").The State shall not be bound by any provision of this Agreement before the Effective Date,
and shall have no obligation to pay Local Agency for any Work performed or expense incurred before
1) the Effective Date of this original Agreement; 2) before the encumbering document for the
respective phase and the official Notice to Proceed for the respective phase,or 3)after the Final Phase
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Performance End Date,as shown in Exhibit C.
B Initial Term
The Parties' respective performances under this Agreement shalt commence on the Agreement
Effective Date shown on the Signature and Cover Page for this Agreement and shall terminate on the
date of notice of CDOT final acceptance ("Agreement Expiration Date') shower on the Signature and
Cover Page for this Agreement, unless sooner terminated or further extended in accordance with the
terms of this Agreement.
C. Early Termination in the Public Interest
The State is entering into this Agreement to serve the public interest of the State of Colorado as
determined by its Governor, General Assembly, or Courts. If this Agreement ceases to further the
public interest of the State, the State, in its discretion, may terminate this Agreement in whole or in
pan, This subsection shall not apply to a temmnation of this Agreement by the State for breach by
Local Agency,which shall be governed by§14.A.i.
i. Method and Content
The State shall notify Local Agency of such termination in accordance with §16.The notice shall
specify the effectise date of the termination and whether it affects all or a portion of this
Agreement
ii Obligations and Rights
Upon receipt of a termination notice for termination in the public interest, local Agency shall be
subject to§14.A.1.a
in, Payments
If the State terminates this Agreement in the public interest, the State shall pay Local Agency an
amount equal to the percentage of the total reimbursement payable under this Agreement that
corresponds to the percentage of Work satisfactorily completed and accepted,as determined by the
State,less payments previously made Additionally,if this Agreement is less than 60%completed,
as determined by the State,the State may reimburse Local Agency for a portion of actual out-of-
pocket expenses, not otherwise reimbursed under this Agreement, incurred by local Agency
which are directly attributable to the uncompleted portion of Local Agency's obligations,provided
that the sum of any and all reimbursement shall not exceed the maximum amount payable to Local
Agency hereunder
3. AUTHORITY
Authonty to enter into this Agreement exists in the law as follows
A Federal Authonty
Pursuant to Title I. Subtitle A. of the "Fixing America's Surface Transportation Act" (PAST Act)of
2015,and to applicable provisions of Title 23 of the United States Code and implementing regulations
at'1 rile 23 of the Code of Federal Regulations,as may be amended,(collect'sely referred to hereinafter
as the "Federal Provisions"). cera:n federal funds have been and are expected to contmac to be
allocated for trunsportamon projects requested by Local Agency and eligible under the Surface
Transportation Improvement Program that has been proposed by the State and approved by
the Federal Highway Administration("FHWA").
B State Authority
Pursuant to CRS §43-I-223 and to applicable portions of the Federal Provisions, the State is
responsible for the general administration and supervision of performance of projects m 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 authonty of CRS §§29.1-203,
43-1-110;43-1-116,43-2-101(4kc)and 43_2 104.5
4. PURPOSE
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The purpose of tins Agreement is to disburse Federal funds to the Local Agency pursuant to CDO'I's
Stewardship Agreement with the FIONA.
5. DEFINITIONS
The following terms shall be construed and interpreted as follows
A. "Agreement" means this agreement, including all attached Exhibits, all documents incorporated by
reference,all referenced statutes,rules and cited authorities,and any future modifications thereto.
B. "Agreement Funds" means the funds that have been appropriated, designated, encumbered, or
otherwise made available for payment by the State under this Agreement
C. "Award" means an award by a Recipient to a Subrelnpient funded in whole or in part by a Federal
Award The terms and conditions of the Federal Award flow down to the Award unless the terms and
conditions of the Federal Award specifically indicate otherwise,
D. "Budget"means the budget for the Work described in Exhibit C.
E. "Business Day" means any day in which the State is open and conducting business, hut shall not
include Saturday, Sunday or any day on which the State observes one of the holidays listed in §24-11-
101(1)C.R.S
F. "Consultant"means a professional engineer or designer hired by Local Agency to design the Work
Product.
G "Contractor"means the general construction contractor hired by Local Agency to construct the Work.
B. "CORA"means the Colorado Open Records Act§§24-72-200.1 et seq,C R.S.
1 "Effective Date" means the date on which this Agreement is approved and signed by the Colorado
State Controller or designee,as shown on the Signature and('over Page for this Agreement.
J, "Evaluation" means the process of examining Local Agency's Work and rating it based on entena
established m§6,Exhibit A and Exhibit E
K. "Exhibits"means the following exhibits attached to this Agreement:
i Exhibit A,Statement of Work
it. Exhibit B,Sample Option Letter
iii. Exhibit C,Funding Provisions
iv, Exhibit D,Lora:Agency Resolution
v Exhibit E,Local Agency Contract Administration Checklist
vi Exhibit F,Certification for Fedeial-Aid Contracts
t it. Exhibit G,Disadvantaged Business Enterprise
vii Exhibit H,Local Agency Procedures for Consultant Services
ix Exhibit I,Federal-Aid Contract Provisions for Construction Contracts
x Exhibit J,Additional Federal Requirements
xi Exhibit K. The Federal Funding Accountability and Transparency Act of 2006 (HATA)
Supplemental Federal Provisions
xii. Exhibit L,Sample Sub-Recipient Monitoring and Risk Assessment Form
xrit, Exhibit M, Supplemental Provisions for Federal Awards Subject to The Office of Management
and Budget Uniform Administrative Requirements, Cost principles, and Audit Requirements for
Federal Awards(the"Uniform Guidance")
L. "Federal Award" means an award of Federal financial assistance or a cost-reimbursement contract
under the Federal Acquisition Requirements by a Federal Awarding Agency to a Recipient "Federal
Award" also means an agreement setting forth the terms and conditions of the Federal Award. The
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term does not include payments to a contractor or payments to an individual that is a beneficiary of a
Federal program
M "Federal Awarding Agency"means a Federal agency providing a Federal Award to a Recipient
N. "FHWA" means the Federal Highway Administration, which is one of the twelve administrations
under the Office of the Secretary of Transportation at the U S Department of Transportation FHWA
provides stewardship over the construction, maintenance and preservation of the Nation's highways
and tunnels FHWA is the Federal Awarding Agency for the Federal Award which is the subject of this
Agreement.
O "Goods"means any movable malenal acquired,produced,or delivered by Local Agency as set forth in
this Agreement and shall include any movable matenal acquired, produced, or delivered by Local
Agency in connection with the Services
P. "Incident"means any accidental or deliberate event that results in or constitutes an imminent threat of
the unauthonzed access or disclosure of State Confidential Information or of the unauthorized
modification,disruption,or destruction of any State Records
Q "Initial Term"means the time period defined in§213
R "Notice to Proceed"means the letter issued by the State to the Local Agency stating the date the Local
Agency can begin work subject to the conditions of this Agreement
S "OMB"means the Executive Office of the President,Office of Management and Budget.
T. "Oversight" means the term as it is defined in the Stewardship Agreement between CDOT and the
FHWA
U. "Party"means the State or Local Agency,and"Parties"means both the State and Local Agency.
V. "PII" means personally identifiable information including, without limitation, any information
maintained by the State about an individual that can be used to distinguish or trace an individual's
identity, such as name, social security number, date and place of birth, mothers maiden name, or
biometric records, and any other information that is linked or linkable to an individual, such as
medical, educational, financial, and employment information. P11 includes, but is not limited to, all
information defined as personally identifiable information in§24-72-501 C R S
W "Recipient"means the Colorado Department of Transportation(CDOT)for this Federal Award
X. "Services" means the services to be performed by Local Agency as set forth in this Agreement, and
shall include any services to be rendered by Local Agency in connection with the Goods
Y. "State Confidential Information" means any and all State Records not subject to disclosure under
CORA State Confidential Information shall include, but is not limited to, PII and State personnel
records not subject to disclosure under CORA.
Z. "State Fiscal Rules"means the fiscal rules promulgated by the Colorado State Controller pursuant to
§24-30-202(13)(a)
AA. "State Fiscal Year" means a 12 month penod beginning on July I of each calendar year and ending
on June 30 of the following calendar year.If a single calendar year follows the term,then it means the
State Fiscal Year ending in that calendar year
BB "State Purchasing Director"means the position described in the Colorado Procurement Code and its
implementing regulations.
CC. "State Records" means any and all State data, information, and records, regardless of physical form,
including,but not limited to,information subject to disclosure under CORA.
DD "Subcontractor" means third-parties, if any, engaged by Local Agency to aid in performance of the
Work
EE 'Subrecipient" means a non-Federal entity that receives a sub-award from a Recipient to carry out
part of a Federal program,but does not include an individual that is a beneficiary of such program A
Subrecipient may also be a recipient of other Federal Awards directly from a Federal Awarding
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Agency
FF. "Uniform Guidance" means the Office of Management and Budget Uniform Administrative
Requirements, Cost Principles, and Audit Requirements for Federal Awards, which supersedes
requirements from OMB Circulars A-21, A-87, A-110, A-122, A-89, A-102, and A-133, and the
guidance in Circular A-50 on Single Audit Act follow-up.
GG "Work" means the delivery of the Goods and performance of the Services in compliance with
CDOT's Local Agency Manual described in this Agreement
HH "Work Product" means the tangible and intangible results of the Work, whether finished or
unfinished, including drafts. Work Product includes, but is not limited to, documents, text, software
(including source code),research,reports,proposals,specifications,plans,notes,studies,data,images,
photographs,negatives,pictures,drawings, designs,models, surveys,maps, materials, ideas,concepts,
know-how,and any other results of the Work "Work Product"does not include any material that was
developed prior to the Effective Date that is used, without modification, in the performance of the
Work.
Any other term used in this Agreement that is defined in an Exhibit shall be construed and interpreted as
defined in that Exhibit.
6. STATEMENT OF WORK
Local Agency shall complete the Work as described in this Agreement and in accordance with the provisions
of Exhibit A, and the Local Agency Manual. The State shall have no liability to compensate Local Agency
for the delivery of any Goods or the performance of any Services that are not specifically set forth in this
Agreement
Work may be divided into multiple phases that have separate periods of performance The State may not
compensate fur Work that Local Agency performs outside of its designated phase performance period. The
performance period of phases, including,but not limited to Design, Construction, Right of Way, Utilities,or
Environment phases,are identified in Exhibit C. The State may unilaterally modify Exhibit C from time to
time, at its sole discretion, to extend the period of performance for a phase of Work authorized under this
Agreement To exercise this phase performance period extension option,the State will provide written notice
to Local Agency in a form substantially equivalent to Exhibit B. The State's unilateral extension of phase
performance periods will not amend or alter in any way the funding provisions or any other teens specified in
this Agreement,notwithstanding the options listed under§7.E
A Local Agency Commitments
Design
If the Work includes preliminary design, final design, design work sheets, or special provisions
and estimates (collectively referred to as the "Plans"), Local Agency shall ensure that it and its
Contractors comply with and are responsible for satisfying the following requirements:
a Perform or provide the Plans to the extent required by the nature of the Work.
b. Prepare final design in accordance with the requirements of the latest edition of the American
Association of State Highway Transportation Officials(AASHTO) manual or other standard,
such as the Uniform Building Code,as approved by the State
c. Prepare provisions and estimates in accordance with the most current version of the State's
Roadway and Bridge Design Manuals and Standard Specifications for Road and Bridge
Construction or Local Agency specifications if approved by the State
d Include details of any required detours In the Plans in order to prevent any interference of the
construction Work and to protect the traveling public.
e Stamp the Plans as produced by a Colorado registered professional engineer.
f Provide final assembly of Plans and all other necessary documents.
g. Ensure the Plans are accurate and complete.
h. Make no further changes in the Plans following the award of the construction contract to
Contractor unless agreed to in writing by the Parties The Plans shall be considered final when
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approved in writing by CDOT,and when final,they will be deemed incorporated herein.
ii. Local Agency Work
a. Local Agency shall comply with the requirements of the Amencans With Disabilities Act
(ADA) 42 U S C § 12101, et seq , and applicable federal regulations and standards as
contained in the document "ADA Accessibility Requirements in CDOT Transportation
Projects".
b Local Agency shall afford the State ample opportunity to review the Plans and shall make any
changes in the Plans that are directed by the State to comply with FHWA requirements
c Local Agency may enter into a contract with a Consultant to perform all or any portion of the
Plans and/or construction administration.Provided,however,if federal-aid funds are involved
in the cost of such Work to be done by such Consultant, such Consultant contract (and the
performance provision of the Plans under the contract) must comply with all applicable
requirements of 23 C F.R.Part 172 and with any procedures implementing those requirements
as provided by the State, including those in Exhibit H If Local Agency enters into a contract
with a Consultant for the Work'
I) Local Agency shall submit a certification that procurement of any Consultant contract
complies with the requirements of 23 C.F.R. 172.5(1) pnor to entering into such
Consultant contract, subject to the State's approval. If not approved by the State, Local
Agency shall not enter into such Consultant contract
2) Local Agency shall ensure that all changes in the Consultant contract have prior approval
by the State and FHWA and that they are in writing Immediately after the Consultant
contract has been awarded, one copy of the executed Consultant contract and any
amendments shall be submitted to the State.
3) Local Agency shall require that all billings under the Consultant contract comply with the
State's standardized billing format Examples of the billing formats are aeailable from the
CDOT Agreements Office
4) Local Agency(and any Consultant)shall comply with 23 C.F.R 172 5(b)and(d)and use
the CDOT procedures described in Exhibit H to administer the Consultant contract.
5) Local Agency may expedite any CDOT approval of its procurement process and/or
Consultant contract by submitting a letter to CDOT from Local Agency's
attorney/authorized representative certifying compliance with Exhibit H and 23 C F.R
172.5(b)and(d).
6) Local Agency shall ensure that the Consultant contract complies with the requirements of
49 CFR 1836(i)and contains the following language verbatim'
(a)The design work under this Agreement shall be compatible with the requirements of
the contract between Local Agency and the State (which is incorporated herein by
this reference) for the design/construction of the project. The State is an intended
third-party beneficiary of this agreement for that purpose.
(b) Upon advertisement of the project work for construction, the consultant shall make
available services as requested by the State to assist the State in the evaluation of
construction and the resolution of construction problems that may arise during the
construction of the project
(c) The consultant shall review the construction Contractor's shop drawings for
conformance with the contract documents and compliance with the provisions of the
State's publication, Standard Specifications for Road and Bridge Construction, in
connection with this work
(d) The State, in its sole discretion, may review construction plans, special provisions
and estimates and may require Local Agency to make such changes therein as the
State determines necessary to comply with State and FHWA requirements
in, Construction
If the Work includes construction, Local Agency shall perform the construction in accordance
with the approved design plans and/or administer the construction in accordance with Exhibit E.
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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, prepanng, apprormg and securing
the funding for contract modification orders and minor contract revisions,processing construction
Contractor claims, construction supervision; and meeting the quality control requirements of the
FHWA/CDOT Stewardship Agreement,as described in Exhibit E
a The State may, after providing written notice of the reason for the suspension to Local
Agency, suspend the Work, wholly or in part, due to the failure of Local Agency or its
Contractor to correct conditions which arc unsafe for workers or for such penods as the State
may deem necessary due to unsuitable weather,or for conditions considered unsuitable for the
prosecution of the Work,or for any other condition or reason deemed by the State to be in the
public interest
b. Local Agency shall be responsible for the following
1) Appointing a qualified professional engineer, licensed in the State of Colorado, as Local
Agency Project Engineer (LAPE), to perform engineering administration. The LAPE
shall administer the Work in accordance with this Agreement, the requirements of the
construction contract and applicable State procedures, as defined in the CDOT Local
Agency Manual(https//www codot gov/business/designsupport/bulletins_manuals2006-
local-agency-manual).
2) For the construction Services, advertising the call for bids,following its approval by the
State,and awarding the construction contract(s)to the lowest responsible bidder(s)
(a) All Local Agency's advertising and bid awards pursuant to this Agreement shall
comply with applicable requirements of 23 U.S C §112 and 23 C.F R Parts 633 and
635 and C.R.S § 24-92-101 et seq Those requirements include, without limitation,
that Local Agency and its Contractor(s) incorporate Form 1273 (Exhibit I) in its
entirety, verbatim, into any subcontract(s) for Services as terms and conditions
thereof,as required by 23 C.F.R.633 102(e).
(b) Local Agency may accept or reject the proposal of the apparent low bidder for Work
on which competitive bids have been received. Local Agency must accept or reject
such bids within 3 working days after they are publicly opened
(c) If Local Agency accepts bids and makes awards that exceed the amount of available
Agreement Funds, Local Agency shall provide the additional funds necessary to
complete the Work or not award such bids.
(d) The requirements of§6.A.iii.h.2 also apply to any advertising and bid awards made
by the State.
(e) The State (and in some cases FHWA) must approve in advance all Force Account
Construction, and Local Agency shall not initiate any such Services until the State
issues a written Notice to Proceed
iv Right of Way(ROW)and Acquisition/Relocation
a. If Local Agency purchases a ROW fur a State highway, including areas of influence, Local
Agency shall convey the ROW to CDOT promptly upon the completion of the
project/construction
b Any acquisition/relocation activities shall comply with all applicable federal and State statutes
and regulations, including but not limited to, the Uniform Relocation Assistance and Real
Property Acquisition Policies Act of 1970, as amended, the Uniform Relocation Assistance
and Real Property Acquisition Policies for Federal and Federally Assisted Programs, as
amended (49 C F R. Part 24), CDOT's Right of Way Manual, and CDOT's Policy and
Procedural Directives.
c. The Parties' respective responsibilities for ensuring compliance with acquisition, relocation
and incidentals depend on the level of federal participation as detailed in CDOT's Right of
Way Manual (located at http//www.codot goy/business/manuals/right-of-way), however, the
State always retains oversight responsibilities.
d. The Parties' respective responsibilities at each level of federal participation in CDOT's Right
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of Way Manual, and the State's reimbursement of Local Agency costs will be determined
pursuant the following categories
I) 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 acgmsitionirelocation of
nght of way—3114)
v. Utilities
If necessary, Local Agency shall be responsible for obtaining the proper clearance or approval
from any utility company that may become involved in the Work Prior to the Work being
advertised for bids,Local Agency shall certify in writing to the State that all such clearances have
been obtained.
vi. Railroads
If the Work involves modification of a railroad company's facilities and such modification will be
accomplished by the railroad company, Local Agency shall make timely application to the Public
Utilities Commission ("PUC") requesting its order providing for the installation of the proposed
improvements Local Agency shall not proceed with that part of the Work before obtaining the
PUC's order.Local Agency shall also establish contact with the railroad company involved for the
purpose of complying with applicable provisions of 23 Cl'R 646.subpart B,concerning federal-
aid projects involving railroad facilities,and
a. Execute an agreement with the railroad company setting out what work is to be accomplished
and the location(s)thereof,and which costs shall be eligible for federal participation
b Obtain the railroad's detailed estimate of the cost of the Work.
c Establish future maintenance responsibilities for the proposed installation.
d. Proscribe in the agreement the future use or dispositions of the proposed improvements in the
event of abandonment or elimination of a grade crossing
e Establish future repair and/or replacement responsibilities, as between the railroad company
and the Local Agency,in the event of accidental destruction or damage to the installation.
vn Environmental Obligations
Local Agency shall perform all Work in accordance with the requirements of current federal and
State environmental regulations, including the National Environmental Policy Act of 1969
(NEPA)as applicable.
viii.Maintenance Obligations
Local Agency shall maintain and operate the Work constructed under this Agreement at its own
cost and expense during their useful life, in a manner satisfactory to the State and FHWA. Local
Agency shall conduct such maintenance and operations in accordance with all applicable statutes,
ordinances, and regulations pertaining to maintaining such improvements. The State and FHWA
may make periodic inspections to verify that such improvements are being adequately maintained.
ix Monitoring Obligations
Local Agency shall respond in a timely manner to and participate fully with the mom[onng
activities described in§7.F.vi.
B. State's Commitments
The State will perform a final project inspection of the Work as a quality control/assurance
activity. When all Work has been satisfactonly completed, the State will sign the FHWA Form
1212.
ii. Notwithstanding any consents or approvals given by the State for the Plans,the State shall not be
liable or responsible in any manner for the structural design, details or construction of any Work
constituting major structures designed by, or that arc the responsibility of, Local Agency, as
identified in Exhibit E
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7. PAYMENTS
A Maximum Amount
Payments to Local Agency are limited to the unpaid, obligated balance of the Agreement Funds set
forth in Exhibit C The State shall not pay Local Agency any amount under this Agreement that
exceeds the Agreement Maximum sct forth in Exhibit C.
B. Payment Procedures
Invoices and Payment
a. The State shall pay Local Agency in the amounts and in accordance with conditions set forth
in Exhibit C.
b Local Agency shall initiate payment requests by invoice to the State, in a form and manner
approved by the State
c The State shall pay each invoice within 45 days following the State's receipt of that invoice,
so long as the amount invoiced correctly represents Work completed by Local Agency and
previously accepted by the State during the term that the invoice covers. If the State
determines that the amount of any invoice is not correct, then Local Agency shall make all
changes necessary to correct that invoice
d The acceptance of an invoice shall not constitute acceptance of any Work performed or
deliverables provided under the Agreement
ii Interest
Amounts not paid by the State within 45 days after the State's acceptance of the invoice shall bear
interest on the unpaid balance beginning on the 46th day at the rate of I%per month,as required
by §24-30-202(24)(a), C R.S., until paid in full,provided, however, that interest shall not accrue
on unpaid amounts that the State disputes in writing. Local Agency shall invoice the State
separately for accrued interest on delinquent amounts, and the invoice shall reference the
delinquent payment,the number of days interest to be paid and the interest rate
iii. Payment Disputes
If Local Agency disputes any calculation, determination, or amount of any payment, Local
Agency shall notify the State in writing of its dispute within 30 days following the earlier to occur
of Local Agency's receipt of the payment or notification of the determination or calculation of the
payment by the State The State will review the information presented by Local Agency and may
make changes to its determination based on this review. The calculation, determination, or
payment amount that results from the State's review shall not be subject to additional dispute
under this subsection. No payment subject to a dispute under this subsection shall be due until
after the State has concluded its review, and the State shall not pay any interest on any amount
during the period it is subject to dispute under this subsection
iv. Available Funds-Contingency-Termination
The State is prohibited by law from making commitments beyond the term of the current State
Fiscal Year.Payment to Local Agency beyond the current State Fiscal Year is contingent on the
appropriation and continuing availability of Agreement Funds in any subsequent year(as provided
in the Colorado Special Provisions). If federal funds or funds from any other non-State funds
constitute all or some of the Agreement Funds,the State's obligation to pay Local Agency shall be
contingent upon such non-State funding continuing to be made available for payment Payments to
be made pursuant to this Agreement shall be made only from Agreement Funds, and the State's
liability for such payments shall be limited to the amount remaining of such Agreement Funds If
State, federal or other Ands are not appropriated, or otherwise become unavailable to fund this
Agreement, the State may, upon written notice, terminate this Agreement, in whole or in part,
without incumng further liability. The State shall, however,remain obligated to pay for Services
and Goods that are delivered and accepted prior to the effective date of notice of termination, and
this termination shall otherwise be treated as if this Agreement were terminated in the public
interest as described in§2.0
v. Erroneous Payments
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The State may recover, at the State's discretion,payments made to Local Agency in error for any
reason, including, but not limited to, overpayments or improper payments, and unexpended or
excess funds received by Local Agency The State may recover such payments by deduction from
subsequent payments under this Agreement, deduction from any payment due under any other
contracts, grants or agreements between the State and t ocal Agency, or by any other appropriate
method for collecting debts owed to the State The close out of a Federal Award does not affect
the right of PIMA or the State to disallow costs and recover funds on the basis of a later audit or
other review, Any cost disallowance recovery is to be made within the Record Retention Period
(as defined below in§F.A-).
C Matching Funds
Local Agency shall provide matching funds as provided in §7.A and Exhibit C. Local Agency shall
have raised the full amount of matching funds prior to the Effective Date and shall report to the State
regarding the status of such funds upon request.Local Agency's obligation to pay all er any part of any
matching funds, whether direct or contingent, only extend to funds duly and lawfully appropriated for
the purposes of this Agreement by the authorized representatives of Local Agency and paid into Local
Agency's treasury. Local Agency represents to the State that the amount designated "Local Agency
Matching Funds"in Exhibit C has been legally appropriated for the purpose of this Agreement by its
authorized representatives and paid into its treasury.Local Agency may evidence such obligation by an
appropriate ordinance/resolution or other authority letter expressly authorizing Local Agency to enter
into this Agreement and to expend its match share of the Work A copy of any such
ordmance/resolution or authority letter is attached hereto as Exhibit D. Local Agency does not by this
Agreement irrevocably pledge present cash reserves for payments in future fiscal years, and this
Agreement is not intended to create a multiple-fiscal year debt of Local Agency. Local Agency shall
not pay or be liable for any claimed interest,late charges, fees,taxes,or penalties of any nature, except
as required by Local Agency's laws or policies.
D Reimbursement of Local Agency Costs
The State shall reimburse Local Agency's alloxablc costs, not exceeding the maximum total amount
described in Exhibit C and§7. The applicable principles descnbed in 2 C.E.R. Part 200 shall govern
the State's obligation to reimburse all costs incurred by Local Agency and submitted to the State for
reimbursement hereunder, and Local Agency shall comply with all such principles The State shall
reimburse Local Agency for the federal-aid share of properly documented costs related to the Work
after review and approval thereof, subject to the provisions of this Agreement and Exhibit C. Local
Agency costs for Work performed prior to the Effective Date shall not be reimbursed absent specific
allowance of pre-award costs and indication that the Federal Award funding is retroactive. Local
Agency costs for Work performed after any Performance Period End Date for a respective phase of the
Work,is not reimbursable,Allowable costs shall be:
i. Reasonable and necessary to accomplish the Work and for the Goods and Services provided.
ii Actual net cost to Local Agency(i.e. the price paid minus any items of value received by Local
Agency that reduce the cost actually incurred).
E Unilateral Modification of Agreement Funds Budget by State Option Letter
The State may, at its discretion, issue an ''Option letter" to Local Agency to add or modify Work
phases in the Work schedule in Exhibit C if such modifications do not increase total budgeted
Agreement Funds. Such Option Letters shall amend and update Exhibit C, Sections 2 or 4 of the
Table, and sub-sections B and C' of the Exhibit C, Option Letters shall not he deemed valid until
signed by the State Controller or an authorized delegate Modification of Exhibit C by unilateral
Option Letter is permitted only in the specific scenarios listed below. The State will exercise such
options by providing Local Agency a fully executed Option Letter, in a form substantially equivalent
to Exhibit B. Such Option Letters will be incorporated into this Agreement.
Option to Begin a Phase and/or Increase or Decrease the Encumbrance Amount
The State may require by Option Letter that Local Agency begin a new Work phase that may
include Design,Construction, Environmental, Utilities, ROW Incidentals or Miscellaneous Work
(but may not Include Right of Way Acquisition'Relocation or Railroads)as deaded in Exhibit A.
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Such Option Letters may not modify the other terms and conditions stated in this Agreement,and
must decrease the amount budgeted and encumbered for one or more other Work phases so that
the total amount of budgeted Agreement Funds remains the same The State may also issue a
unilateral Option Letter 10 simultaneously increase and decrease the total encumbrance amount of
two or more existing Work phases, as long as the total amount of budgeted Agreement Funds
remains the same, replacing the original Agreement Funding exhibit(Exhibit C)with an updated
Exhibit C-1 (with subsequent exhibits labeled C-2,C-3,etc).
n Option to Transfer Funds from One Phase to Another Phase
The State may require or permit Local Agency to transfer Agreement Funds from one Work phase
(Design, Construction, Environmental, Utilities, ROW Incidentals or Miscellaneous) to another
phase as a result of changes to State, federal, and local match funding. In such case, the ongmal
funding exhibit (Exhibit C) will be replaced with an updated Exhibit C-I (with subsequent
exhibits labeled C-2, C-3, etc.) attached to the Option Letter The Agreement Funds transferred
from one Work phase to another are subject to the same terms and conditions stated in the ongmal
Agreement with the total budgeted Agreement Funds remaining the same. The State may
unilaterally exercise this option by providing a fully executed Option Letter to Local Agency
within thirty (30) days before the initial targeted start date of the Wark phase, in a form
substantially equivalent to Exhibit B.
iii. Option to Exercise Options r and ii
The State may require Local Agency to add a Work phase as detailed in Exhibit A,and encumber
and transfer Agreement Funds from one Work phase to another. The original funding exhibit
(Exhibit C) in the original Agreement will be replaced with an updated Exhibit C-I (with
subsequent exhibits labeled C-2,C-3,etc.)attached to the Option Letter. The addition of a Work
phase and encumbrance and transfer of Agreement Funds are subject to the same terms and
conditions stated in the ongmal Agreement with the total budgeted Agreement Funds remaining
the same. The State may umlaterally exercise this option by providing a fully executed Option
Letter to Local Agency within 30 days before the initial targeted start date of the Work phase,in a
form substantially equivalent to Exhibit B.
iv. Option to Update a Work Phase Performance Period and/or modify information required under the
OMB Uniform Guidance, as outlined in Exhibit C. The State may update any information
contained in Exhibit C,Sections 2 and 4 of the Table,and sub-sections B and C of the Exhibit C
F. Accounting
Local Agency shall establish and maintain accounting systems in accordance with generally accepted
accounting standards (a separate set of accounts, or as a separate and integral part of its current
accounting scheme).Such accounting systems shall,at a minimum,provide as follows
I, Local Agency Performing the Work
If Local Agency is performing the Work, it shall document all allowable costs, including any
approved Services contributed by Local Agency or subcontractors, using payrolls, time records,
invoices,contracts,vouchers,and other applicable records.
Local Agency-Checks or Draws
Checks issued or draws made by Local Agency shall be made or drawn against properly signed
vouchers detailing the purpose thereof Local Agency shall keep on file all checks, payrolls,
invoices, contracts, vouchers, orders, and other accounting documents in the office of Local
Agency, clearly identified, readily accessible, and to the extent feasible, separate and apart from
all other Work documents.
in. State-Administrative Services
The State may perform any necessary administrative support services required hereunder. Local
Agency shall reimburse the State for the costs of any such services from the budgeted Agreement
Funds as provided for in Exhibit C. If FHWA Agreement Funds are or become unavailable, or if
Local Agency terminates this Agreement pnor to the Work being approved by the State or
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otherwise completed,then all actual incurred costs of such services and assistance provided by the
State shall be reimbursed to the State by Local Agency at its sole expense.
iv, Local Agency-Invoices
Local Agency's Invoices shall describe in detail the reimbursable costs incurred by Local Agency
fur which it seeks reimbursement,the dates such costs were incurred and the amounts thereof,and
Local Agency shall not submit more than one invoice per month.
v. Invoicing Within 60 Days
The State shall not he liable to reimburse Local Agency for any costs invoiced more than 60 days
after the date on which the costs were incurred, including costs included in Local Agency's final
invoice.The State may withhold final payment to Local Agency at the State's sok discretion until
completion of final audit Any costs incurred by Local Agency that are not allowable under 2
C.F.H. Part 200 shall be Local Agency's responsibility,and the State will deduct such disallowed
costs from any payments due to Local Agency. The State will nut reimburse costs for Work
performed alter the Performance Period End Date for a respective Work phase.The State will not
reimburse costs for Work performed prior to Performance Period End Date, but for which an
invoice is received more than 60 days after the Performance Penod End Date.
vi Risk Assessment&Monitoring
Pursuant to 2 C F.R. 200 331(b), - CDOT will evaluate Local Agency's risk of noncompliance
with federal statutes,regulations,and terms and conditions of this Agreement. Local Agency shall
complete a Risk Assessment Form (Exhibit L) when that may be requested by COOT. The risk
assessment is a quantitative and/or qualitative determination of the potential for Local Agency's
non-compliance with the requirements of the Federal Award, The risk assessment will evaluate
some or all of the following factors
Experience Factors associated with the experience and history of the Subreciprent with the same or similar
Federal Awards or rants.
2, Monitoring/Audit Factors associated with the results of the Subrecipient's previous audits or monitoring
visits, including those performed by the Federal Awarding Agency, when the Subrecipient also receives
direct federal funding. Include audit results if Subrecipient receives single audit,where the specific award
being assessed was selected as a major program
3. Operation. Factors associated with the significant aspects of the Subrecipient's operations,in which failure
could impact the Subreciptent's ability to perform and account for the contracted goods or services.
4. Financial. Factors associated with the Subrecipient's financial stability and ability to comply with financial
requirements of the Federal Award.
5. Internal Controls Factors associated with safeguarding assets and resources,deterring and detecting errors,
fraud and theft, ensuring accuracy and completeness of accounting data, producing reliable and timely
financial and management information,and ensuring adherence to its policies and plans.
6, Impact: Factors associated with the potential impact of a Subrecipient's non-compliance to the overall
success of the program objectives.
7. Program Management' Factors associated with processes to manage entreat personnel, approved written
procedures,and knowledge of rules and regulations regarding federal-aid projects.
Following Local Agency's completion of the Risk Assessment Tool (Exhibit t.), CDOT will
determine the level of monitoring it will apply to Local Agency's performance of the Work.This
risk assessment may be re-evaluated after CDOT begins performing monitoring activities.
O. Close Out
Local Agency shall close out this Award within 90 days Mier the Final Phase Performance End Date
Close out requires Local Agency's submission to the State of all deliverables defined in this
Agreement,and local Agency's final reimbursement request or invoice.The State will withhold 5%of
allowable costs until al: final documentation has been submitted and accepted by the State as
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substantially complete. If FHWA has not closed this Federal Award within 1 year and 90 days after
the Final Phase Performance End Date due to Local Agency's failure to submit required
documentation,then Local Agency may be prohibited from applying for new Federal Awards through
the State until such documentation is submitted and accepted.
8. REPORTING-NOTIFICATION
A. Quarterly Reports
In addition to any reports required purxuant to§19 or pursuant to any exhibit,for any contract having a
term longer than 3 months,Local Agency shall submit,on a quarterly basis,a written report specifying
progress made for each specified performance measure and standard in this Agreement Such progress
report shall be in accordance with the procedures developed and prescribed by the State Progress
reports shall be submitted to the State not later than five (5)Business Days following the end of each
calendar quartet or at such time as otherwise specified by the State
B. Litigation Reporting
If Local Agency is served with a pleading or other document in connection with an action before a
court or other administrative decision making body, and such pleading or document relates to this
Agreement or may affect Local Agency's ability to perform its obligations under this Agreement,
Local Agency shall, within 10 days after being served, notify the State of such action and deliver
copies of such pleading or document to the State's principal representative identified in§16
C Performance and Final Status
Local Agency shall submit all financial, performance and other reports to the State no later than 60
calendar days after the Final Phase Performance End Date or sooner termination of this Agreement,
containing an Evaluation of Subreciprent's performance and the final status of Subrecipicnt's
obligations hereunder.
D. Violations Reporting
Local Agency must disclose, m a timely manner, in writing to the State and FI IWA, all violations of
federal of State criminal law involving fraud, bribery, or gratuity violations potentially affecting the
Federal Award. Penalties for mmcomphance may include suspension or debarment(2 CFR Part ISO
and 31 U.S.C.3321).
9. LOCAL AGENCY RECORDS
A, Maintenance
Local Agency shall make, keep, maintain, and allow inspection and monitoring by the State of a
complete file of all records,documents,communications, notes and other written materials, electronic
media files, and communications, pertaining in any manner to the Work or the delivery of Services
(including, but mit limited to the operation of programs) or Goods hereunder. Local Agency shall
maintain such records for a period(the`Record Retention Period")of three years following the date of
submission to the State of the final expenditure report, or if this Award is renewed quarterly or
annually, from the date of the submission of each quarterly or annual report, respectively. If any
litigation,claim,or audit related to this Award starts before expiration of the Record Retention Period,
the Record Retention Period shall extend until all litigation, claims, or audit findings have been
resolved and final action taken by the State or Federal Awarding Agency. The Federal Awarding
Agency, a cognisant agency fin audit, oversight or indirect costs, and the State, may notify Local
Agency in writing that the Record Retention Period shall he extended For records for real property
and equipment, the Record Retention Period shall extend three years following final disposition of
such property.
B Inspection
Local Agency shall permit the State to audit, inspect, examine, excerpt, copy, and transcribe Local
Agency Records during the Record Retention Period. Local Agency shall make Local Agency Records
available during normal business hours at local Agency's office or place of business, or at other
mutually agreed upon times or locations, upon no fewer than 2 Business Days' notice from the State,
unless the Stale determines that a shorter period of notice, or no notice, is necessary to protect the
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interests of the State
C. Monitoring
The State will monitor Local Agency's performance of its obligations under this Agreement using
procedures as determined by the State. The State shall monitor Local Agency's performance in a
manner that does not unduly interfere with Local Agency's performance of the Work
D Final Audit Report
Local Agency shall promptly submit to the State a copy of any final audit report of an audit performed
on Local Agency's records that relates to or affects this Agreement or the Work, whether the audit is
conducted by Local Agency or a third party.
10. CONFIDENTIAL INFORMATION-STATE RECORDS
A. Confidentiality
Local Agency shall hold and maintain, and cause all Subcontractors to hold and maintain,any and all
State Records that the State provides or makes available to Local Agency for the sole and exclusive
benefit of the State, unless those Slate Records are otherwise publicly available at the time of
disclosure or arc subject to disclosure by Local Agency under CORA.Local Agency shall not,without
prior written approval of the State, use for Local Agency's own benefit, publish, copy, or otherwise
disclose to any third party,or permit the use by any third party for its benefit or to the detriment of the
State,any State Records,except as otherwise stated in this Agreement. Local Agency shall provide for
the security of all State Confidential Information in accordance with all policies promulgated by the
Colorado Office of Information Security and all applicable laws, rules, policies, publications, and
guidelines. I mal Agency shall immediately forward any request or demand for State Records to the
State's principal representative.
B. Other Entity Access and Nondisclosure Agreements
Local Agency may provide State Records to its agents, employees, assigns and Subcontractors as
necessary to perform the Work, but shall restrict access to State Confidential Information to those
agents, employees, assigns and Subcontractors who require access to perform their obligations under
this Agreement. Local Agency shall ensure all such agents, employees, assigns. and Subcontractors
sign nondisclosure agreements with provisions at least as protective as those in this Agreement, and
that the nondisclosure agreements are in force at all limes the agent,employee,assign or Subcontractor
has access to any State Confidential Information. Local Agency shall provide copies of those signed
nondisclosure agreements to the State upon request.
C. Use.Security,and Retention
Local Agency shall use, hold and maintain State Confidential Information in compliance with any and
all applicable laws and regulations in facilities located within the United States, and shall maintain a
secure environment that ensures confidentiality of all State Confidential Information wherever located.
Local Agency shall provide the State with access. subject to Local Agency's reasonable secunty
requirements, for purposes of inspecting and monitoring access and use of Sate Confidential
Information and evaluating security control effectiveness. Upon the expiration or termination of this
Agreement,Local Agency shall return State Records provided to Local Agency or destroy such State
Records and certify to the State that it has done so, as directed by the State. If Local Agency is
prevented by law or regulation from returning or destroying State Confidential Information, Local
Agency warrants it will guarantee the confidentiality of, and cease to use, such State Confidential
Information.
D. Incident Notice and Remediation
If local Agency becomes aware of any Incident, ii shall notify the State immediately and cooperate
with the State regarding recovery, remediation, and the necessity to involve law enforcement, as
determined by the State, Unless Local Agency can establish that none of Local Agency or any of its
agents, employees, assigns or Subcontractors are the cause or source of the Incident, Local Agency
shall be responsible for the cost of notifying each person who may have been impacted by the Incident.
After an Incident. Local Agency shall take steps to reduce the risk of incurring a similar type of
Incident in the future as directed by the State.which may include,but is not limited to,developing and
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implementing a remediation plan that is approved by the State at no additional cost to the State.
11. CONFLICT OF INTEREST
A Actual Conflicts of Interest
Local Agency shall not engage in any business or activities,or maintain any relationships that conflict
in any way with the full performance of the obligations of Local Agency under this Agreement Such a
conflict of interest would arise when a Local Agency or Subcontractor's employee, officer or agent
were to offer or provide any tangible personal benefit to an employee of the State, or any member of
his or her immediate family or his or her partner,related to the award of,entry into or management or
oversight of this Agreement. Officers, employees and agents of Local Agency may neither solicit nor
accept gratuities,favors or anything of monetary value from contractors or parties to subcontracts.
B. Apparent Conflicts of Interest
Local Agency acknowledges that,with respect to this Agreement, even the appearance of a conflict of
interest shall be harmful to the State's interests Absent the State's prior written approval, Local
Agency shall refrain from any practices, activities or relationships that reasonably appear to be in
conflict with the full performance of Local Agency's obligations under this Agreement
C Disclosure to the State
If a conflict or the appearance of a conflict arises,or if Local Agency is uncertain whether a conflict or
the appearance of a conflict has arisen, Local Agency shall submit to the State a disclosure statement
setting forth the relevant details for the State's consideration. Failure to promptly submit a disclosure
statement or to follow the State's direction in regard to the actual or apparent conflict constitutes a
breach of this Agreement
12. INSURANCE
Local Agency shall obtain and maintain, and ensure that each Subcontractor shall obtain and maintain,
insurance as specified in this section at all times during the term of this Agreement. All insurance policies
required by this Agreement that are not provided through self-insurance shall be issued by insurance
companies with an AM Best rating of A-VIII or better
A. Local Agency Insurance
Local Agency is a "public entity" within the meaning of the Colorado Governmental Immunity Act,
§24-10-101, et sec, CRS. (the "GIA") and shall maintain at all times during the term of this
Agreement such liability insurance,by commercial policy or self-insurance,as is necessary to meet its
liabilities under the GIA
B. Subcontractor Requirements
Local Agency shall ensure that each Subcontractor that is a public entity within the meaning of the
GIA, maintains at all times during the terms of this Agreement, such liability insurance, by
commercial policy or self-insurance,as is necessary to meet the Subcontractor's obligations under the
GIA Local Agency shall ensure that each Subcontractor that is not a public entity within the meaning
of the CIA, maintains at all times during the terms of this Agreement all of the following insurance
policies.
i. Workers'Compensation
Workers' compensation insurance as required by state statute, and employers' liability insurance
covering all Local Agency or Subcontractor employees acting within the course and scope of their
employment.
u. General Liability
Commercial general liability insurance written on an Insurance Services Office occurrence form,
covering premises operations, fire damage, independent contractors, products and completed
operations, blanket contractual liability, personal injury, and advertising liability with minimum
limits as follows-
a. $1,000,000 each occurrence,
b. $1,000,000 general aggregate;
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C $1,000,000 products and completed operations aggregate,and
d. $50,000 any 1 fire.
iii. Automobile Liability
Automobile liability insurance covering any auto (including owned, hired and non-owned autos)
with a minimum limit of$1,000,000 each accident combined single limit
iv. Protected Information
Liability insurance covering all loss of State Confidential Information,such as PII,PHI, PCI,Tax
Information, and CH, and claims based on alleged violations of privacy nghts through improper
use or disclosure of protected information with minimum limits as follows.
a SI,000000 each occurrence,and
b $2,000,000 general aggregate
v. Professional Liability Insurance
Professional liability insurance covering any damages caused by an error, omission or any
negligent act with minimum limits as follows:
a. $1,000,000 each occurrence,and
b. $1,000,000 general aggregate
at Crime Insurance
Crime insurance including employee dishonesty coverage with minimum limits as follows
a $1,000,000 each occurrence;and
b $1,000,000 general aggregate.
C. Additional Insured
The State shall be named as additional insured on all commercial general liability policies(leases and
construction contracts require additional insured coverage for completed operations)required of Local
Agency and Subcontractors.In the event of cancellation of any commercial general liability policy,the
earner shall provide at least 10 days prior written notice to CDOT
D. Primacy of Coverage
Coverage required of Local Agency and each Subcontractor shall be primary over any insurance or
self-insurance program carried by Local Agency or the State
E. Cancellation
All commercial insurance policies shall include provisions preventing cancellation or non-renewal,
except for cancellation based on non-payment of premiums, without at least 30 days prior notice to
Local Agency and Local Agency shall forward such notice to the State in accordance with §16 within
7 days of Local Agency's receipt of such notice.
F Subrogation Waiver
All commercial Insurance policies secured or maintained by Local Agency or its Subcontractors in
relation to this Agreement shall include clauses stating that each carrier shall waive all rights of
recovery under subrogation or otherwise against Local Agency or the State, its agencies, institutions,
organizations,officers,agents,employees,and volunteers
G. Certificates
For each commercial insurance plan provided by Local Agency under this Agreement, Local Agency
shall provide to the State certificates evidencing Local Agency's insurance coverage required in this
Agreement within 7 Business Days following the Effective Date Local Agency shall provide to the
State certificates evidencing Subcontractor insurance coverage required under this Agreement within 7
Business Days following the Effective Date,except that,if Local Agency's subcontract is not in effect
as of the Effective Date, Local Agency shall provide to the State certificates showing Subcontractor
insurance coverage required under this Agreement within 7 Business Days following Local Agency's
execution of the subcontract.No later than 15 days before the expiration date of Local Agency's or any
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Subcontractor's coverage, Local Agency shall deliver to the State certificates of insurance evidencing
renewals of coverage. At any other time during the term of this Agreement,upon request by the State,
Local Agency shall, within 7 Business Days following the request by the State, supply to the State
evidence satisfactory to the State of compliance with the provisions of this§12
13. BREACH
A Defined
The failure of a Party to perform any of its obligations in accordance with this Agreement, in whole or
in part or in a timely or satisfactory manner,shall be a breach.The institution of proceedings under any
bankruptcy,insolvency,reorganization or similar law,by or against Local Agency,or the appointment
of a receiver or similar officer for Local Agency or any of its property, which is not vacated or fully
stayed within 30 days after the institution of such proceeding,shall also constitute a breach.
B. Notice and Cure Period
In the event of a breach,the aggrieved Party shall give written notice of breach to the other Party If the
notified Party does not cure the breach,at its sole expense,within 30 days after the delivery of written
notice,the Party may exercise any of the remedies as described in §14 for that Party Notwithstanding
any provision of this Agreement to the contrary,the State,in its discretion,need not provide notice or a
cure period and may immediately terminate this Agreement in whole or in part or institute any other
remedy in the Agreement in order to protect the public interest of the State
14. REMEDIES
A State's Remedies
If Local Agency is in breach under any provision of this Agreement and fails to cure such breach,the
State, following the notice and cure penod set forth in §13.B, shall have all of the remedies listed in
this §14.A. in addition to all other remedies set forth in this Agreement or at law. The State may
exercise any or all of the remedies available to it,in its discretion,concurrently or consecutively
i. Termination for Breach
In the event of Local Agency's uncured breach, the State may terminate this entire Agreement or
any part of this Agreement. Local Agency shall continue performance of this Agreement to the
extent not terminated,if any.
a. Obligations and Rights
To the extent specified in any termination notice, Local Agency shall not incur further
obligations or render further performance past the effective dale of such notice, and shall
terminate outstanding orders and subcontracts with third parties. However, Local Agency
shall complete and deliver to the State all Work not cancelled by the termination notice, and
may incur obligations as necessary to do so within this Agreement's terms.At the request of
the State,Local Agency shall assign to the State all of Local Agency's rights,title,and interest
in and to such terminated orders or subcontracts Upon termination, Local Agency shall take
timely, reasonable and necessary action to protect and preserve property in the possession of
Local Agency but in which the State has an interest At the State's request, Local Agency
shall return materials owned by the State in Local Agency's possession at the time of any
termination. Local Agency shall deliver all completed Work Product and all Work Product
that was in the process of completion to the State at the State's request
b. Payments
Notwithstanding anything to the contrary,the State shall only pay Local Agency for accepted
Work received as of the date of termination.If,after termination by the State,the State agrees
that Local Agency was not in breach or that Local Agency's action or inaction was excusable,
such termination shall be treated as a termination in the public interest, and the rights and
obligations of the Parties shall be as if this Agreement had been terminated in the public
interest under§2.C.
c. Damages and Withholding
Notwithstanding any other remedial action by the State, Local Agency shall remain liable to
the State for any damages sustained by the State in connection with any breach by Local
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Agency, and the State may withhold payment to Local Agency for the purpose of mitigating
the State's damages until such time as the exact amount of damages due to the State from
Local Agency Is determined The State may withhold any amount that may be due Local
Agency as the State deems necessary to protect the State against loss including, without
limitation, loss as a result of outstanding liens and excess costs incurred by the State in
procunng from third parties replacement Work as cover.
ii. Remedies Not Involving Termination
The State,in its discretion,may exercise one or more of the following additional remedies.
a. Suspend Performance
Suspend Local Agency's performance with respect to all or any portion of the Work pending
corrective action as specified by the State without entitling Local Agency to an adjustment in
puce or cost or an adjustment in the performance schedule Local Agency shall promptly
cease performing Work and incurring costs in accordance with the State's directive, and the
State shall not be liable for costs incurred by Local Agency after the suspension of
performance.
b Withhold Payment
Withhold payment to Local Agency until Local Agency corrects its Work.
c. Deny Payment
Deny payment for Work not performed, ar that due to Local Agency's actions or inactions,
cannot be performed or if they were performed are reasonably of no value to the state,
provided, that any denial of payment shall be equal to the value of the obligations not
performed
d, Removal
Demand immediate removal from the Work of any of Local Agency's employees, agents, or
Subcontractors from the Work whom the State deems incompetent, careless, insubordinate,
unsuitable, or otherwise unacceptable or whose continued relation to this Agreement is
deemed by the State to be contrary to the public interest or the State's best interest.
e Intellectual Property
If any Work infringes a patent, copyright, trademark, trade secret, or other intellectual
property right, Local Agency shall, as approved by the State (a)secure that right to use such
Work for the State or Local Agency; (b)replace the Work with noninfringing Work or modify
the Work so that it becomes noninfringing,ar,(c)remove any infringing Work and refund the
amount paid for such Work to the State
B Local Agency's Remedies
If the State is in breach of any provision of this Agreement and does not cure such breach. Local
Agency, following the notice and cure period in§13.B and the dispute resolution process in §15 shall
have all remedies available at law and equity
15. DISPUTE RESOLUTION
A. Initial Resolution
Except as herein specifically provided otherwise, disputes concerning the performance of this
Agreement which cannot be resolved by the designated Agreement representatives shall be referred in
writing to a senior departmental management staff member designated by the State and a senior
manager designated by Local Agency for resolution.
B. Resolution of Controversies
If the initial resolution described in§15.A fails to resolve the dispute within 10 Business Days,Local
Agency shall submit any alleged breach of this Agreement by the State to the purchasing director of
CDOT for resolution in accordance with the provisions of§§24-109-101,24-109-106,24-109-107,and
24-109-201 through 24-109-206 CR S , (the "Resolution Statutes"), except that if Local Agency
wishes to challenge any decision rendered by the purchasing director, Local Agency's challenge shall
be an appeal to the executive director of the Department of Personnel and Administration, or their
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delegate,under the Resolution Statutes before Local Agency pursues any further action as permitted by
such statutes Except as otherwise slated In this Section, all requirements of the Resolution Statutes
shall apply including,without limitation,time limitations
16. NOTICES AND REPRESENTATIVES
Each individual identified below shall be the principal representative of the designating Party All notices
required or permitted to be given under this Agreement shall be in writing, and shall be delivered (i)by hand
with receipt required,(ii)by certified or registered mad to such Party's principal representative at the address
set forth below or (ui) as an email with read receipt requested to the principal representative at the email
address, if any, set forth below. If a Party delivers a notice to another through email and the email is
undeliverable, then, unless the Party has been provided with an alternate email contact, the Party delivering
the notice shall deliver the notice by hand with receipt required or by certified or registered mail to such
Party's pnncipal representative at the address set forth below. Either Party may change its principal
representative or principal representative contact information by notice submitted in accordance with this §16
without a formal amendment to thus Agreement Unless otherwise provided in this Agreement, notices shall
be effective upon delivery of the written notice.
For the State
Colorado Department of Transportation(CDOT)
Mark Rogers,Planning Manager
CDOT Region 3
222 South 6th Street
Grand Junction,CO 81501
970-683-6252
mark.rogers@state.co us
For the Local Agency
Pitkin County
Jonah Frank,Pitkin County Fleet Manager
76 Service Center Road
Aspen,CO 81611
970-920-5393
ronahfrank@pitkincounty.com
17. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION
A Work Product
Local Agency assigns to the State and its successors and assigns, the entire right,title,and interest in
and to all causes of action, either in law or in equity, for past, present, or future infringement of
intellectual property rights related to the Work Product and all works based on, derived from, or
incorporating the Work Product. Whether or not Local Agency is under contract with the State at the
time,Local Agency shall execute applications, assignments, and other documents, and shall render all
other reasonable assistance requested by the State, to enable the State to secure patents, copyrights,
licenses and other intellectual property rights related to the Work Product The Parties intend the Work
Product to be works made for hire
I Copyrights
To the extent that the Work Product(or any portion of the Work Product)would not be considered
works made for hire under applicable law, Local Agency hereby assigns to the State, the entire
right,title,and interest in and to copyrights in all Work Product and all works based upon,deny ed
from, or incorporating the Work Product; all copyright applications, registrations, extensions, or
renewals relating to all Work Product and all works based upon,derived from,or incorporating the
Work Product, and all moral rights or similar nghts with respect to the Work Product throughout
the world. To the extent that Local Agency cannot make any of the assignments required by this
section, Local Agency hereby grants to the State a perpetual, irrevocable, royalty-free license to
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use, modify, copy,publish, display,perform, transfer,distribute, sell, and create derivative works
of the Work Product and all works based upon,derived from, or incorporating the Work Product
by all means and methods and in any format now known or invented in the future. The State may
assign and license its rights under this license
ii. Patents
In addition, Local Agency grants to the State(and to recipients of Work Product distributed by or
on behalf of the State) a perpetual, worldwide, no-charge, royalty-free, irrevocable patent license
to make, have made, use, distribute, sell, offer for sale, import, transfer, and otherwise utilize,
operate, modify and propagate the contents of the Work Product. Such license applies only to
those patent claims licensable by Local Agency that are necessarily infringed by the Work Product
alone,or by the combination of the Work Product with anything else used by the State
B. Exclusive Property of the State
Except to the extent specifically provided elsewhere in this Agreement,any pre-existing State Records,
State software, research, reports, studies, photographs, negatives, or other documents, drawings,
models, materials, data, and information shall be the exclusive property of the State (collectively,
"State Materials") Local Agency shall not use, willingly allow,cause or permit Work Product or State
Materials to be used for any purpose other than the performance of Local Agency's obligations in this
Agreement without the prior written consent of the State. Upon termination of this Agreement for any
reason, Local Agency shall provide all Work Product and State Materials to the State in a form and
manner as directed by the State
18. GOVERNMENTAL IMMUNITY
Liability for claims for injuries to persons or property arising from the negligence of the Parties, their
departments, boards, commissions committees, bureaus, offices, employees and officials shall be controlled
and limited by the provisions of the GIA; the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch 171 and 28
USC 1346(b),and the State's risk management statutes,§§24-30-1501,et seq C.R.S.
19. STATEWIDE CONTRACT MANAGEMENT SYSTEM
If the maximum amount payable to Local Agency under this Agreement is$100,000 or greater, either on the
Effective Date or at anytime thereafter, this §19 shall apply. Local Agency agrees to be governed by and
comply with the provisions of §24-102-205, §24-102-206, §24-103-601, §24-103.5-101 and §24-105-102
C R.S. regarding the monitoring of vendor performance and the reporting of contract performance
information in the State's contract management system ("Contract Management System" or"CMS"). Local
Agency's performance shall be subject to evaluation and review in accordance with the terms and conditions
of this Agreement,Colorado statutes governing CMS,and State Fiscal Rules and State Controller policies.
20. GENERAL PROVISIONS
A Assignment
Local Agency's rights and obligations under this Agreement are personal and may not be transferred or
assigned without the prior,written consent of the State.Any attempt at assignment or transfer without
such consent shall be void. Any assignment or transfer of Local Agency's rights and obligations
approved by the State shall be subject to the provisions of this Agreement
B Subcontracts
Local Agency shall not enter into any subcontract in connection with its obligations under this
Agreement without the prior, written approval of the State Local Agency shall submit to the State a
copy of each such subcontract upon request by the State All subcontracts entered into by Local
Agency in connection with this Agreement shall comply with all applicable federal and state laws and
regulations, shall provide that they are governed by the laws of the State of Colorado, and shall be
subject to all provisions of this Agreement.
C Binding Effect
Except as otherwise provided in §20.A. all provisions of this Agreement, including the benefits and
burdens,shall extend to and be binding upon the Parties'respective successors and assigns.
D. Authority
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Each Party represents and wan-ants to the other that the execution and delivery of this Agreement and
the performance of such Party's obligations have been duly authorized.
E. Captions and References
The captions and headings in this Agreement arc for convenience of reference only, and shall not be
used to interpret, define,or limit its provisions. All references in this Agreement to sections(whether
spelled out or using the § symbol), subsections, exhibits or other attachments, arc references to
sections, subsections, exhibits or other attachments contained herein or incorporated as a part hereof,
unless otherwise noted.
F. Counterparts
This Agreement may be executed in multiple, identical, original counterparts, each of which shall be
deemed to be an onginal,but all of which,taken together,shall constitute one and the same agreement.
G. Entire Understanding
This Agreement represents the complete integration of all understandings between the Parties related
to the Work, and all pnor representations and understandings related to the Work,oral or written, are
merged into this Agreement Pnor or contemporaneous additions, deletions, or other changes to this
Agreement shall not have any force or effect whatsoever,unless embodied herein
H Jurisdiction and Venue
All suits or actions related to this Agreement shall be filed and proceedings held in the State of
Colorado and exclusive venue shall be in the City and County of Denver,
Modification
Except as otherwise provided in this Agreement, any modification to this Agreement shall only be
effective if agreed to in a formal amendment to this Agreement, properly executed and approved in
accordance with applicable Colorado State law and State Fiscal Rules. Modifications permitted under
this Agreement, other than contract amendments, shall conform to the policies promulgated by the
Colorado State Controller.
1. Statutes,Regulations,Fiscal Rules,and Other Authority
Any reference in this Agreement to a statute, regulation, State Fiscal Rule, fiscal policy or other
authority shall be interpreted to refer to such authonty then current, as may have been changed or
amended since the Effective Date of this Agreement.
K Order of Precedence
In the event of a conflict or inconsistency between this Agreement and any exhibits or attachment such
conflict or inconsistency shall be resolved by reference to the documents in the following order of
priority:
i. Colorado Special Provisions in the main body of this Agreement
The provisions of the other sections of the main body of this Agreement
iii Exhibit A,Statement of Work.
iv. Exhibit D,Local Agency Resolution.
v Exhibit C,Funding Provisions
vi Exhibit B,Sample Option Letter
vii Exhibit E,Local Agency Contract Administration Checklist
viii.Other exhibits in descending order of then-attachment
L Severability
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain in full force and effect,
provided that the Parties can continue to perform their obligations under this Agreement in accordance
with the intent of the Agreement.
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M Survival of Certain Agreement Terms
Any provision of this Agreement that imposes an obligation on a Party after termination or expiration
of the Agreement shall survive the termination or expiration of the Agreement and shall be enforceable
by the other Party.
N Taxes
The State is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U S C, Subtitle D, Ch. 32)
(Federal Excise Tax Exemption Certificate of Registry No 84-730123K) and from State and local
government sales and use taxes under §§39-26-704(1), et seq C R.S (Colorado Sales Tax Exemption
Identification Number 98-02565) The State shall not be liable for the payment of any excise, sales,or
use taxes, regardless of whether any political subdivision of the state imposes such taxes on Local
Agency. Local Agency shall be solely responsible for any exemptions from the collection of excise,
sales or use taxes that Local Agency may wish to have in place in connection with this Agreement
N Third Party Beneficiaries
Except for the Parties' respective successors and assigns described in §20.C, this Agreement does not
and is not intended to confer any tights or remedies upon any person or entity other than the Parties
Enforcement of this Agreement and all nghts and obligations hereunder are reserved solely to the
Parties Any services or benefits which third parties receive as a result of this Agreement are incidental
to the Agreement,and do not create any rights for such third parties.
O. Waiver
A Party's failure or delay in exercising any right, power, or privilege under this Agreement, whether
explicit or by lack of enforcement,shall not operate as a waiver,nor shall any single or partial exercise
of any right, power, or privilege preclude any other or further exercise of such nght, power, or
privilege.
P. CORA Disclosure
To the extent not prohibited by federal law, this Agreement and the performance measures and
standards required under §24-103 5-101 C R.S., if any, are subject to public release through the
CORA.
Q Standard and Manner of Performance
Local Agency shall perform its obligations under this Agreement in accordance with the highest
standards of care,skill and diligence in Local Agency's industry,trade,or profession.
R Licenses,Permits,and Other Authorizations.
Local Agency shall secure,prior to the Effective Date,and maintain at all times during the term of this
Agreement,at its sole expense,all licenses,certifications,permits,and other authorizations required to
perform its obligations under this Agreement, and shall ensure that all employees, agents and
Subcontractors secure and maintain at all times dunng the term of their employment, agency or
subcontract, all license, certifications, permits and other authorizations regmrcd to perform their
obligations in relation to this Agreement.
21. COLORADO SPECIAL PROVISIONS
These Special Provisions apply to all contracts except where noted in italics.
A. CONTROLLER'S APPROVAL.§24-30-202(1),C.R.S.
This Agreement shall not be valid until it has been approved by the Colorado State Controller or
designee.
B. FUND AVAILABILITY.§24-30-202(5.5),C.R.S.
Financial obligations of the State payable after the current State Fiscal Year are contingent upon funds
for that purpose being appropriated,budgeted,and otherwise made available
C GOVERNMENTAL IMMUNITY.
No 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
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Governmental Immunity Act, §24-10-101 et seq. CR S,or the Federal Tort Claims Act,28 U S.C.Pt.
VI,Ch 171 and 28 U S C. 1346(6).
D INDEPENDENT CONTRACTOR
Local Agency shall perform its duties hereunder as an independent contractor and not as an employee
Neither Local Agency nor any agent or employee of Local Agency shall be deemed to be an agent or
employee of the State Local Agency and its employees and agents are not entitled to unemployment
insurance or workers compensation benefits through the State and the State shall not pay for or
otherwise provide such coverage for Local Agency or any of its agents or employees Unemployment
insurance benefits will be available to Local Agency and its employees and agents only if such
coverage is made available by Local Agency or a third party. Local Agency shall pay when due all
applicable employment taxes and income taxes and local head taxes incurred pursuant to this
Agreement Local Agency shall not have authorization, express or implied, to bind the State to any
agreement, liability or understanding, except as expressly set forth herein Local Agency shall (i)
provide and keep in force workers' compensation and unemployment compensation insurance in the
amounts required by law, (ii) provide proof thereof when requested by the State, and (iii) be solely
responsible for its acts and those of its employees and agents.
E. COMPLIANCE WITH LAW.
Local Agency shall strictly comply with all applicable federal and State laws,rules,and regulations in
effect or hereafter established, including, without limitation, laws applicable to discnmination and
unfair employment practices.
F CHOICE OF LAW.
Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation,
execution, and enforcement of this Agreement Any provision included or incorporated herein by
reference which conflicts with said laws, rules, and regulations shall be null and void Any provision
incorporated herein by reference which purports to negate this or any other Special Provision in whole
or in part shall not be valid or enforceable or available in any action at law, whether by way of
complaint, defense, or otherwise. Any provision rendered null and void by the operation of this
provision shall not invalidate the remainder of this Agreement,to the extent capable of execution.
G. BINDING ARBITRATION PROHIBITED.
The State of Colorado does not agree to binding arbitration by any extrayudicial body or person Any
provision to the contrary in this Agreement or incorporated herein by reference shall be null and void
H SOFTWARE PIRACY PROHIBITION.Governor's Executive Order D 002 00.
State or other public funds payable under this Agreement shall not be used for the acquisition,
operation, or maintenance of computer software in violation of federal copyright laws or applicable
licensing restrictions. Local Agency hereby certifies and warrants that, during the term of this
Agreement and any extensions, Local Agency has and shall maintain in place appropnate systems and
controls to prevent such improper use of public funds If the State determines that Local Agency is in
violation of this provision, the State may exercise any remedy available at law or in equity or under
this Agreement, including, without limitation, immediate termination of this Agreement and any
remedy consistent with federal copyright laws or applicable licensing restrictions.
1 EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and 24-50-
507,C.R.S.
The signatones aver that to their knowledge, no employee of the State has any personal or beneficial
interest whatsoever in the service or property described in this Agreement Local Agency has no
interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or
degree with the performance of Local Agency's services and Local Agency shall not employ any
person having such known interests.
22. FEDERAL REQUIREMENTS
Local Agency and/or their contractors,subcontractors,and consultants shall at all times during the execution
of this Agreement strictly adhere to,and comply with,all applicable federal and State laws,and their
implementing regulations,as they currently exist and may hereafter be amended.A summary of applicable
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federal provisions are attached hereto as Exhibit F.Exhibit I,Exhibit J,Exhibit K and Exhibit M are
hereby incorporated by this reference.
23. DISADVANTAGED BUSINESS ENTERPRISE(DBE)
Local Agency will comply with all requirements of Exhibit G and Local Agency Contract Administration
Checklist regarding DBE requirements for the Work,except that if Local Agency desires to use its own DBE
program to implement and administer the DBE pros isions of 49 C.F.R.Part 26 under this Agreement,it must
submit a copy of its program's requirements to the State for review and approval before the execution of this
Agreement.If Local Agency uses any State-approved DBE program for this Agicement,Local Agency shall
be solely responsible to defend that DBE program and its use of that program against all legal and other
challenges or complaints,at its sole cost and expense,Such responsibility includes,without limitation,
determinations concerning DBE eligibility requirements and certification.adequate legal and factual bases for
DBE goals and good faith efforts State approval(if provided)of Local Agency's DBE program does not
waive or modify the sole responsibility of Local Agency for use of its program.
24. DISPUTES
Except as otherwise provided in this Agreement,any dispute concerning a question of fact arising under this
Agreement which is not disposed of by agreement shall be decided by the Chief Engineer of the Department
of Transportation The decision of the Chief Engineer will he final and conclusive unless,within 30 calendar
days after the date of receipt of a copy of such written decision.Local Agency mails or otherwise furnishes to
the State a written appeal addressed to the Executive Director of COOT In connection with any appeal
proceeding under this clause.Local Agency shall be afforded an opportunity to be heard and to offer evidence
in support of its appeal.Pending final decision ofa dispute hereunder,Local Agency shall proceed diligently
with the performance of this Agreement in accordance with the Chief Engineer's decision The decision of
the Executive Director or his duly authorized representative for the determination of such appeals shall be
final and conclusive and serve as final agency action,This dispute clause does not preclude consideration of
questions of law in connection with decisions provided for herein.Nothing in this Agreement,however,shall
be construed as making final the decision of any administrative official,representative,or board on a question
of law.
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EXHIBIT A, STATEMENT OF WORK
The purchase of the 4 Van's is estimated at$30,000 each totaling$120,000 for the van purchase.The
Annual fuel and maintenance cost for each van is estimated at$6,250.The fuel and maintenance will
Total over 3 years to$75,000 for all 4 vans.These fuel and Maintenance costs will be recorded and
Sent to the State on a yearly bases.The total commuter van program is estimated at$195,000.00 for
The program.
These vans are used for the commuter van program in Pitkin County. This program has seen
consistent and strong participation since 2007.This program was kicked off using CMAQ funds to help
divert more than 120 vehicle trips a day into and out of the Aspen Urban Growth Boundary Area.
Exhibit A—Paget of I
EXHIBIT B, SAMPLE OPTION LETTER
State Agency Option Letter Number
Department of Transportation ZOPTLETNUM
Local Agency Agreement Routing Number
ZVENDORNAMF. 7SMARTNO
Agreement Maximum Amount
Imtial term
State Fiscal Year ZF'YY_l $ZFYA__I
Extension terms Agreement Effective Date
State Fiscal Year 7.FYY_2 $ZFYA_1 The later of the effective date or ZS7 ARTDATEX
State Fiscal Year 7FYY_3 $ZFYA 3
State Fiscal Year ZFYY_4 $ZFYA 4
State Fiscal Year ZFYY 5 S ZFYA 5 Current Agreement Expiration Date
Total for all state fiscal years $ ZTERMDATEX
ZPERSVC_MAX_
A.MOUNF
1.OPTIONS:
A.Option to extend fur an Extension Term
B.Option to unilaterally authorire the Local Agency to begin a phase which may include Design,Construction,
Environmental,Utilities,ROW incidentals or Miscellaneous ONLY(does not apply to Acquisition/Relocation
or Railroads)and to update encumbrance amounts(a new Exhibit C must be attached with the option letter and
shall be labeled C-I. future changes for this option shall he labeled as follows:C-2,(--3,C-4,etc.).
C Option to unilaterally transfer funds from one phase to another phase(a new Exhibit C must be attached with
the option letter and shall be labeled C-I. future changes for this option shall be labeled as follows:C-2,C-3,
C'-4,etc)
I) Option to unilaterally do both A and B la new Exhibit C must be attached with the option letter and shall be
labeled C-1,future changes for this option shall be labeled as follows. C-2,C-3,C-4,etc)
E.Option to update a Phase Performance Period and/or Modify OMB I Iniforn Guidance Information
2.REQUIRED PROVISIONS:
Option A
In accordance with Section 2,C of the Original Agreement referenced above,the State hereby exercises its option for an
additional terns,beginning on(insert date)and ending on the current contract expiration date shown above,under the same
finding provisions stated in the Original Contract Exhibit C.as amended.
Option B
In accordance with Section 7,E of the Original Agreement referenced above,the State hereby excesses its option to
authorize the Local Agency to begin a phase that w VII include(desert&rh:eh phase will be added and include all that
apply -Design, Constniction, Environmental, Utilities, ROW incidentals or Miscellaneous)and to encumber previously
budgeted funds for the phase based upon changes m fending availability and authorization.The encumbrance for(Design,
Construction, Environmental, Utilities. ROW incidentals or Miseellanrous)is(invert 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 tins option for Exhibit C shall be lahled as follows. C-2, C-3, C-4• etc),
Option C
In accordance with Section 7,E of the Original Agreement refetenced above,the State hereby excesses its option to
authorize the Local Agency to transfer funds from(describe phase from which lands will be moved)to(describe phase to
Exhibit B-Page 1 of 2
which funds will be moved)based on vanance in actual phase costs and original phase estimates.A new Exhibit C-I is
made part of the ongmal Agreement and replaces Exhibit C.
Option D
In accordance with Section 7,E of the Original Agreement referenced above,the State hereby excesses its option to
authonze the Local Agency to begin a phase that will include(describe winch 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 authonzation;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-I is made pan of the original Agreement and replaces Exhibit C.
(The following language must be included on ALL options)
The Agreement Maximum Amount table on the Contract's Signature and Cover Page is hereby deleted and replaced with
the Current Agreement Maximum Amount table shown above.
Option E
In accordance with Section 7,E of the Original Agreement referenced above,the State hereby excesses its option to
authorize the Local Agency to update a Phase Performance Period and/or Modify OMB Uniform Guidance Information A
new Exhibit C-I is made part of the original Agreement and replaces Exhibit C.
3.OPTION EFFECTIVE DATE:
The effective date of this option letter is upon approval of the State Controller or delegate
APPROVALS:
State of Colorado:
John W Hickenlooper,Governor
By Date
Executive Director,Colorado Department of Transportation
ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER
CRS§24-30-202 requires the State Controller to approve all State Contracts.This Agreement is not valid until
signed and dated below by the State Controller or delegate.Contractor is not authorized to begin performance until
such time.If the Local Agency begins performing prior thereto,the State of Colorado is not obligated to pay the
Local Agency for such performance or for any goods and/or services provided hereunder.
State Controller
Robert Jaros,CPA,MBA,JD
By.
Date'
Exhibit B-Page 2 of 2
EXHIBIT C—FUNDING PROVISIONS AQC C570-024(21932)
A. Cost of Work Estimate
I he Local Agency has estimated the total cost the Work to he SI95,0011IBC which 1.to he funded as follow.
I. BUDGETED FUNDS
a Federal Funds $161,440511
0i2 79°0 of Participating Costs l
h Local Agency Matching Funds 533,559 50
17 21'b of Participating Costs,
TOTAL BUDGETED FUNDS $195 poo pp
2. OMB UMFORM GUIDANCE
a Federal Award Identification Number l F$IN) TBD
h Federal Award Datelalso Phase Performance Start Date) Sec Below
c Amount at Federal l unds Obligated by this Action $161.441)51)
d Total Amount of Federal Aso aid $161,440 50
e Name til Federal Awarding Agency FHWA
1 C'FDA Number CFD A 2_02_05
g Is the Award fur R&D' No
II Indirect Cost Rate of applicable) N:1
3. ESTIMATED PAYMENT TO LOCAL AGENCY
e Federal Funds Budgeted $161,440511
h Less Estimated Federal Share of CDOT-InsuiTed Costs $0 00
TOTAL ESTIMATED PA\NIENT TO LOCAL.AGENC\ $161,44050
4 FOR('DOT ENCI. NIBRANCE PURPOSES
a Total Encumbrance Amount $I 05,01)0 00
b Less ROW Acquisition 3111 ander ROW Relocation 3109 $11110
Net to he encumbered as follows SI 95,000 00
R'B$Element'_loi? 111511 Performance Period Starr/End Date
060'-,3017 12/312032 Misc 3404 5195,000 UU
WBS Element _ Performance Period Start (Fed Date
NA N'A Const 3300 $000
*The Local Agency should not begin work until all three of the following are in place: I)Phase Performance Period Start
Date;2)the execution of the document encumbering funds for the respecthe phase;and 3) Local Agenc) receipt
of the official Notice to Proceed.Any work performed before these three milestones are achiesed will not be
reimbursable.
Exhibit C-Page 1 of 2
H. Matching Funds
The matching ratio for the federal pat tici paring funds for this Work is 87,70"„federal aid (u mh to 211,1I05o Local
Agency funds. it ben};undetstood that such,to::o'rppbes only to the S195.NV)00 that is eligible far federal
participation,it being further understood that all non-participating costs are bowie by the Local Agency at 11115„ If the
total participating cost of performance of the Work exceeds$15d100 00,and additional federal funds are made
evadable for the Work,the Local Agency shall pay ITN of all such ttm.chgihle for federal participation and WO
of all non-parncipatmg costs, if additional Inderal funds ate not made available,the Local Agency shall pay all such
eseess costs.If the total participating co<of pertoi mans.of the Work t less than 1,I95.00010.tbcn the amounts of
I °cal Agency and federal-aid funds will be decreased in arcoi dance w oh the funding ratio described herein The
perfomlance nf'the Work shall be at no cost to the State
C. Maximum Amount Payable
I he maximum atmount malt to the I ocal Agency under las Agreement snail he SI h IT40>0(tor CDOI accosnnng
purposes,the federal fund.of 8161;110 50 and the Local Agency matchtng funds of S'1L559,50 will be encumbered
for a total encumbrance of SI 05.000 rant,uritis s:eh amount:s increased by an appropt tale written mahEea to n to this
Agreement executed before any mucased cost is ing ined It is understood and agreed by the parties hereto that the
total cost of the Woi k stated hcreinhcfore is the best estimate available.based on the design data as approved at the
time of eaecution of this Agreement,and that such cost is suh;ett to recisions On accord nith the procedure in the
pi evrous sentence)agreeable to the parties poor to bid and award.
Phe maximum:Amount payable shall he!educed n ±out amendment ss hen the at:ca' amount of the Local Agency's
awai ded c ontrat t less than the budgeted total of the federal participating funds and tie Local Agency matching
funds I he maximum amount payable shall he reduced through the execution of an Option Letter as described in
Section 7 E n', th.s contract,
Single Audit Act Amendment
All state and local government and non-profit organizations recent ing mote than 5750.000 from all funding sources
defined a.federal financial assistance for Single Audit Act Amendment purposes shall comply with the audit
requirements ol'2_CFR part 20h,subpart i(Audit Requirements,see also,49 C ER 18_20 through I X 26.The Single
Audit Art Amendment acquirements applicable to the I oral Agency recce ing federal lands arc as hillocks
i. Expenditure less than$750,000
if die Local Agency expends less than 5750.000 in Federal funds all federal sources.not Lust highway
funds)in its fiscal year then this requirement does not apply,
ii. Expenditure of$750,000 or more-Highway Funds Only
If the Local Agency expends$750,000 or mote, in Federal funds,hut only received federal Highway.
fund.(Catalog of federal Domestic Assistance.CFDA 20 2951 then a progtam specific audit shall be
per formed This unit will examuie the'financial"paced urea and processes fur this program area
iii. Expenditure of$750,000 or more-Multiple Funding Sources
If the Local Agency expends$7.50,000 or more In Federal funds,and the Foderal finds are from multiple
soutcec(11A.HUD.NPS,etc then the Single Audit Act applies which is an audit on the entire
organization entity
h. Independent CPA
Single Audit shall only he conducted by an independent CPA, not by an auditor on staff An audit is an
allowable direct of indirect cost
Exhibit C -Pape 2 of.'.
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
protect approved for Federai fending have been addressed and a responsible party
assigned for each task
After a project has been approved for Federal ft.nding in the Statewide Transpodation
Improvement Program,the Colorado Department of Transportation (COOT)Project
Manager,Local Agency Project Manager,and COOT Resident Engineer prepare the
checklist It becomes a part of the contractual agreement between the Local Agency
and COOT The CDOT Agreements Unit will not process a Local Agency agreement
without this completed checklist It will he reviewed at the Final Office Review meeting
to ensure that all parties remain In agreement as to who is responsible for performing
Individual tasks
xvii
Exhibit E- Page I of 5
COLORACO DEPARTMENT OF TRANSPORTATION
LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST
Proust No STIP NaI:erect Code Region
AOC C570-024 81N7007 �21932 03
Posed imban Date
Pitkin/Aspen CMAQ Airshed 102/08117
Awed Dr
Purchase of 4 vans and 3 year maintenance and fuel reanbarceoand
coal Agency mal Agency Protec Manager
Pitkin County Mark Rogers
COOT Resident Engineer COOT Rated Manager
Peter Lombards Mark Rogers
INSTRUCTIONS:"— --�—
Thicneckedshad beWeed to establish the contract admrnmbaboo re, o a,d s et the Mndual pubes to Moa agreement
The clwtddid becomes an attachment to the Local Agent agreement Peden numbers correspond tothe applicable chapters
at the COOT bx /Agnwy Meo wl
The checklist shall be prep/red by plaang an x under the reaps®bid party,MMuste each of the tab The NC denotes the
party reworodde for whaling and executing the task Only ane r®portable arty dual be selec d When neither COOT nor
the Local Agency b responsiblekir a task not appacab e NA)shag be noted In adiibon,a-x inn denote that COOT must
concur or approve
Tasks that WI be pedanied ty Headquartersstaff yd!be wOc ed 'he Regals.m sawdance%4tra tabtehed Perces and
procedures,ml detemnmo who west perfaM all other tasks get are the msponsiWdy of COOT
The ch dcIst shalt be prepared by the COOT Resident Engineer a the COOT Posed Meleager,In Cooperative)oath the Loral
Agency Reed Manager,and submitted tr the Regret'Program Engineer If contact ad mice.ten reapon&Mtesohaige,the
COOT Resident Engineer,In enoperabon roti the Local Agency ROOM Manager,ask prepare and distribute a revised checklist
Note
Failure to comply lath applicable Federal and Stale requirements may result m the kiss of Federal or State parbopaton in
hmdmg
RESPONSIBLE
NO. DESCRIPTION OF TASK PARTY
LA COOT
TIP/STIP AND LONG-RANGE PLANS
_21 IRevwwP`c�t toe_re trsmluistent web sup and amendments thereto — 1 _ -r-
FEDERAL
CFEDERAL FUNDING OBLIGATION AND AUTHORIZATION
41 hkhowe tending by abases 1COOFm 4tO-Federated Program Reproves FrWAT
Fa4N ' X
concurrence/Involvement) 1
PROJECT DEVELOPMENT
51 Prepare Dgn Oath COOT Forrn 483 _ _ X^
52 Prepare Local Agency/COOT Imer"Governmental Agreement(see also Chapter 3) X
53 Conduct ConsePant Seectan'Ekecue(wwutant Agreement
• project Development NA
• Construction Contract Adminstrabon(Includny FabrcaI n Inspection Services)
54 Conduct Oesgn Senor))RedwMeeanq NA
5 5 Conduct Pubic Involvement NA
58 ConductFieldl newton Revieu((FIR) NA
5] Conduct EMnenoamer Rowse-as tmay Nyvwe WAR oonodwceMvdvement) _ NA _
58 Acquire Right-ofWay(may rewire FHNA coneurrersoweravemenb NA
59 Obtain Addy and Railroad Agreements _ _ NA
5IC Conduct Real Office Review(FOR) I NA
cuor Fen 1243 3IIs Page I of4
nomad damn are roseate and mos not be used
Exhibit E-Page 2 of 5
RESPONSIBLE
NO. DESCRIPTION OF TASK PARTY
LA CDOT
511 Justly Force Account Work by the Local Agency NA
512 Justify Propretary.Sole Sainte,or lid Ary Fumsited Iters X
513 Document Deegn ExcepUns-COOT Poem 484 X
514 Repate Flans,Specifications,Caster Lir Cost FstenasS aid Sub iGs X
515 Ensure MNueabon d Fundsfor Ca Lwfon X
PROJECT DEVELOPMENT CML RIGHTS AND LABOR COMPLIANCE
61 Set Disadvantaged BusinessEnterprise(DBE)Goals for Consultant and Construction NA
Contracts(COOT Region EE0044 Faults )
62 - Ddanme Applicability of DawsBacan Ad X
This project 0 is ❑is not exempt from Dais-Bacon requirements as determined by the
functional dossnottar dose project location(Projeds located on local roads and rural
minor collectois ray be exempt)
02/09/2017
COOT Resident Engmeer(Signature on Flo) Date
63 Set On-the-Job Training Goals(COOT Report FEGO'I Rights Spmaki) X
64 Tile VI Assurances NA
Ensure the cared Federal Wage Drumm,al required Dsadvantaged Business
Enterprise/On-the-Job Training specal provisions and FFM/A Form 1273 are included in the NA
Contract(CWT Resident Engnw)
ADVERTISE,BID AND AWARD of CONSTRUCTION PROJECTS
71 Obtain Approval for Advabse,ent Period of Les Than Tutee Weeks X
72 Oderbse for Beds X
73 Dstnbute'Advertisement Set"of Plans and Spscrficabons X
74 ReviewWa1ste and Ran Details wed Prospective Bidders While Protect Is Under X
Advertisement
75 Open Bids X
7 8 Process Bids for Compliance
Cheer COOT Form 1415-Costner[CanfneMn when the lox bidder meets DBE gale X
Evaluate COOT Form 1416-Good Fade Effort Report and determine if the Contractor has
made a good fade effort when the low bidder does not red DOE goals X
Submit requred documentation for COOT ward concurrence
77 Concurrence from COOT to Award X
8 nApprove Rejection of Low Bidder X
79 Aimed Contract X
710 Provide'Award"and'Record'Sets of Ras and Specifications X
CONSTRUCTION MANAGEMENT
81 Issue Notice to Proceed to the Contractor NA
82 Proect Safety NA
83 Conduct Conferences
„t4 PreLonstnrcton Conference(AWenda e) NA
• Fabncaton Inspection Notifications
Pre-survey
• Construction staking NA
• Monumentaton
Partnering(Optimal) NA
F. Structural Concrete Pre-Pour(Agenda is COOT comareron Manoaq NA
.`) Concrete Pavement Pre-Paving(Agenda 6 in COOT CauMtron WINO NA
-r HMA Pre-Paving(Apeode is in COOT Cmarudon'denim° NA
8 4 Develop and distribute Public Notice of Planned Constriction to media and local residents X
COOT Form 1243 3/16 Page 2 N 4
Previous winos are WsdSe and may net be used
Exhibit E-Page 3 of 5
RESPONSIBLE
NO. DESCRIPTION OF TASK PARTY
LA CDOT
85 Supervise construction
A Prdessval Engineer(PE)registered in Colorado vbo Vali be'in responsible charge of
construction supervision'
NA
Local Agency Professional Ergasv a Phone number
COOT Resident Engineer
Rode competent,experienced staff silo wd rime the Contract work s constructed in
NA
accordance wdh die plans and sc tions
Casbuchon tapecbon and documentation NA
.5 Fabcabon Inspection and daarneriatn NA
88 Approve Slop Drawings x
87 Perform Traffic Cats Inspections NA
88 Perform Ca-Sntm Surveying NA
89 Monument Right-of-Way NA
810 Prepare and Approve lntenn and End Contractor Pay Estimates Collect and review COOT
Form 1418(or equivalent)
Provide the name and phone number d the person authorized for Ms task X
Local Agency Representative Phone number
811 Prepare and Approve Intern and Final tarty and Railroad BAings NA
812 Prepare and Aston•Change Orders X
813 Bubrrd Charge Order Package to CDOT X
814 Prepare Local Agency RemburseneM Requests X
815 Monitor Proles Financia Saws NA
816 Prepare and Submit Monthly Progress Reports X
817 Resolve Catacmr Clans and Disputes NA
818 Conduct Rouble and Rand=Protect Reviews
Provide the name and phone number of the person responsible for this task X
PETER LOMBARDI
CDOT Resident Engineer Phone number
819 Ongoing Oversight of DBE Parhapabon X
MATERIALS
91 Dscuss Matenals at Pro-Conffiuption Meeting NA
• Buy Amenca documentation required prior to installation of steel
92 Complete CDOT Form 250-Meanals Documentation Record
• Generate form,Mich includes determining the mmlrrom number of required tests and
applicable matenal subrtbas tar al materials placed on the project NA
• Update the form as%rah progresses
• Complete and distribute form after rwrk u completed
93 Perform Protect Acceptance Samples and Tests NA
94 Perform Laboratory Venfcalon Tern NA
9 5 Accept Manufactured Products
Inspection of structural components
• Fabrication of structural steel and pre-stressed conete structural components
• Ordge modular expansion devices(D'to 8"or greater)
• Fabrication at beannq devices
96 Approve Sources of Materials NA
97 Independent Assurance Testng(AT) Local Agency Procedures Q COOT Procedures 0
• Generate IAT schedule N A
• Schedule and provide nobfcaron
• Conduct IAT
°DOT Form 1343 3116 Page 3 of 4
Assess editions art Msdete end may nor be used
Exhibit E-Page 4 of 5
RESPONSIBLE
NO. DESCRIPTOR OF TASK PARTY
LA CDOT
98 Approve nix designs
• Conde NA
• Ha car espial
99 Check Final Materials Dmnentabdi NA
910 Compete and Destitute Frei Maes Piunentabon NA
CONSTRUCTION CIYL RIGHTS AND LABOR COMPIJANCE
101 Full Protect Bulpn Boat ante Pre—Construction Packet Requirements NA
10 2 Process COOT Form 205-Seigel Pemd Application
Review and sign completed COOT Form 205 for each subcontractor,and submit to NA
EEO/Crd Rights Specialist
103 Conduct Equal Engbynent Opportunity and labor Canplance Venfiwhon Employee
Interviews Gantlet COOT Form 280 NA
104 Moniker Disadvantaged Business Enterprise Pamapabon to Ensure Compliance with the NA
'Commercially Useful Function'Requteoents
105 Conduct lnterrawsWlen Protect UNaes On-the-Job Trainees
• Complete COOT Fain 1337—Contractor Comma ent to Meet OJT Requirements
• Complete COOT Fain 838—OJT Trainee/Apprentice Record NA
• Complete COOT Fong 2W-OJT Tra'nag Ouesbonnaire
106 Check CeitbM Paymte(Caged to Region EEC/CM Reds Specialists for training requirements) NA
107 Submt FHWA Form 1391-Highvay Construction Contractors Annual EEO Report NA
FINALS
111 Conduct Final Protect lrapecton Compete and suEmt COOT Form 1212-Final X
Acceptance Report(Redden!'51011• Wh manmay LOCBIAgency participation)
112 Write Final Project Acceptance Leger X
113 Advertise for Final Settlement X
114 Prepare and Distribute Foal As(umtr led Plans X
115 Prepare EEO Certification and Collect EEO Fours X
116 Check Foal Quantities.Plans,and Pay Estimate,Check Rgect Documentation.and submit X
Final Ce,t abons
11 7 Check Material Documentation and Accept Final Material Certficabon(See Chapter 9) X
118 Obtain COOT Form 1419 from Be Contractor and Submit to to CDOT Project Manager X
119 (FHWA Form 47damnbped)
1110 Complete and Submit CDOT Form 1212—Foal Acceptance Report(by COOT) X
1111 Process Final Payment X
1112 Compete and Submit COOT Form 950-Project Closure X
1113 Rebate Project Roads for Se Years from Date of Protect Closure X
1114 Regan Final Verson of Loral Agency Contract Admnrsration Checklist X
cc CDOT Resident Engineer/Protect Manager
CDOT Region Program Engineer
CDOT Region EEO/Cerd Rights Specialist
COOT Region Materials Engineer
COOT Contracts and Market Analysis Branch
Lona;Agency Project Manager
CWT Form 1243 116 Page4ct4
IhWwe Nelms are obsolete and may not be used
Exhibit E-Page 5 of 5
EXHIBIT F, CERTIFICATION FOR FEDERAL-AID CONTRACTS
The Local Agency certifies, by signing this Agreement,to the best of its knowledge and belief, that.
No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person
for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress,
an officer or employee of Congress,or an employee of a Member of Congress in connection with the awarding of
any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal,
amendment, or modification of any Federal contract, Agreement, loan, or cooperative agreement
If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or
attempting to influence an officer of Congress, or an employee of a Member of Congress in connection with this
Federal contract, Agreement, loan, or cooperative agreement, the undersigned shall complete and submit
Standard Form-LLL, "Disclosure Form to Report Lobbying,"in accordance with its instructions
This certification is a matenal representation of fact upon which reliance was placed when this transaction was
made or entered into Submission of this certification is a prerequisite for making or entering into this transaction
imposed by Section 1352,Title 31, U.S. Code.Any person who fails to file the required certification shall be
subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure
The prospective participant also agree by submitting his or her bid or proposal that he or she shall require that
the language of this certification be included in all lower tier subcontracts, which exceed$100,000 and that all
such sub-recipients shall certify and disclose accordingly.
Exhibit F-Page 1 of 1
EXHIBIT G, DISADVANTAGED BUSINESS ENTERPRISE
SECTION 1 Policy
It is the policy of the Colorado Department of Transportation(CDOT)that disadvantaged business enterprises shall
have the maximum opportunity to participate in the performance of contracts financed in whole or in part with
Federal funds under this agreement, pursuant to 49 CFR Part 26. Consequently, the 49 CFR Part IE DBE
requirements the Colorado Department of Transportation DBE Program (or a Local Agency DBE Program
approved in advance by the State)apply to this agreement
SECTION 2. DBE Obligation
The recipient or its the Local Agency agrees to ensure that disadvantaged business enterprises as determined by
the Office of Certification at the Colorado Department of Regulatory Agencies have the maximum opportunity to
participate in the performance of contracts and subcontracts financed in whole or in part with Federal funds
provided under this agreement. In this regard,all participants or contractors shall take all necessary and reasonable
steps in accordance with the CDOT DBE program (or a Local Agency DBE Program approved in advance by the
State) to ensure that disadvantaged business enterprises have the maximum opportunity to compete for and
perform contracts Recipients and their contractors shall not discriminate on the basis of race,color, national origin,
or sex in the award and performance of CDOT assisted contracts.
SECTION 3 DBE Program
The Local Agency (sub-recipient) shall be responsible for obtaining the Disadvantaged Business Enterprise
Program of the Colorado Department of Transportation, 1988, as amended, and shall comply with the applicable
provisions of the program (If applicable).
A copy of the DBE Program is available from and will be mailed to the Local Agency upon request
Business Programs Office
Colorado Department of Transportation
4201 East Arkansas Avenue, Room 287
Denver,Colorado 80222-3400
Phone (303)757-9234
REVISED 1/22/98 REQUIRED BY 49 CFR PART 26
Exhibit G-Page 1 of 1
EXHIBIT H, LOCAL AGENCY PROCEDURES FOR CONSULTANT
SERVICES
Title 23 Code of Federal Regulations (CFR) 172 applies to a federally funded local agency project
agreement administered by COOT 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 a., 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 Unii. [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 wdh the terms, conditions, and
specifications of the contract. At the end of Work, the local agency prepares a performance
evaluation (a CDOT form is available)on the consultant.
CRS §§24-30-1401 THROUGH 24-30-1408,23 CFR PART 172,AND P.D. 400.1, PROVIDE
ADDITIONAL DETAILS FOR COMPLYING WITH THE PRECEEDING EIGHT (8) STEPS.
Exhibit H -Page 2 of 2
EXHIBIT I, FEDERAL-AI ) CONTRACT PROVISIONS FOR
CONSTRUCTION CONTRACTS
FMYA-1273- Rev sed May 1,2012
REQUIRED CONTRACT PROWS/ONS
FEDERAL AD CONSTRUCTION CONTRACTS
Genera 3 A tavern re any of the atpu'aboos contained in these
d Nonascmmmaton Regind:.oneact!Horizons may be su'Feem groynes icr
III Nonsegregated Farenes withholding o'progress payments antonym of fro
IV Dads-Bacon rd Relaed Act Frans ons payment,be-mmallm oteg mrmxt,saspemin;debarment
V Coot-art Wet Hogs so Satre Strda:a Ft1 eaany opt acts oete-nned to be eamayr we Pr the
Pmiisions conta'nng agency ane Finli A
VI $ublettng M Assigrng the Cenral
14.1 Stety Arcdat Prevent*" 4 :ea-von of Leta thump the pertmnance tth3 const
VI Case Statements Ceecrvnp Fiala,Protects the wander Hai;ora Lae bonen Ntcr'or rep-[pose
,a implementation d Clean At An a-c Federal Ozer nntm the Ines of a contactor poled n a Federa-aid
Pdlutn Control An F,ghnay unless n in labor performed by conn:,An o are a-
X Corsa ere wit Gova-niontrade CiainembOF and pantie stpenne,teease a c'rtaron The tem Fecienanac
Debarment R.gas nems noway does not aciude roadways N ctonatyclassfedas
col Centfcatlw Regarding Use o'Ecntrant trams fa- lora reeds or rum'minor notable's
LWbyme
ATTACHMENTS II NO$CASCRIMINAnON
P Employment Highway
Pvefere-ce fa Appaxtr a- Thep'ovxms atm sector reined to 23 CFR Fan 702 am
RoadDevelopmContracts HighwaSystem or Appal:hr Ltoal A-. ss yph-able toaft Feperata'o pmtrtwton contracts and to aft
Appalachian co'tacln Oct: 'Rated OFmstrua4l Subcontract of$10 ODD o more ate
mansions of 23 CFR Part 230 are not applicable to rate-a
spRA e'g'reenp of mob/*HAN servee mtats
I GENERAL
In addition the contractor and at sabontrapoes mat coney
I Form FM34A1273 must be teasel's DS paaed r each wah thefolloning potpies Earcane Prier 1124e 4'CFR tv
ronstnmmn wntrt hinged under Tile i31erc4pmg Ye CFR 18254222 Tale 23 USC Secton 140.Ire
emergency contracts ovilefy mtetitO or dates remd*a) The Rehab44atn Act of 1973,as amended 20 USC TM: TrteV
contractor Kr subwrbacto)most'nand the farm n each or the Cm!Was Ad of 1064 as amended and RANK
sadonSlY and farther require as nosacn m at/Meet ter -egVatons*slug 49 CFP Pars 21 2e and 27 and 23 CFR
subcontracts le*cludtnp purchase orders -MUT agree erts Pare 200,230 and 633
and other agreeneon for supplies or seniCesI
The xN2Gor and all suMntraion must IXMpy w M the
The /Inaba-egaremensde Form F99YA-'2:i ale rtqurtemen6 dthe Egan O,r...wmtyClause in41CFR a-
incorporated byreference`orwom done under-any pante+* 14(b)and,for all wnsbucoon contacts exceeding 6'0,000,
order rental agreement or agreement for oma seMces The the Standard Federal Eaa Employment OFponunty
Prime Cottndor sial be respol:sbe for terl#rte by any Ccest'umn Contract Spec acatonn n4'CFR 5023
subcontractor.Ipwt-ter subcontract'o se-aoe ponder
FormFMYA " Note The U S Dw anent of Labor has exclusive authority to
Form
1 73 mist included in allFederal at deign. determine compliance rah Execulw Order 11241 and toe
bead contacts n ag slrcaeransrd in iarerte' ponces oftw Secretary of tta nevang 41 CFR 00 anti 2g
suave tracts excluding sutco*acts for desg-,sereces CFR 163e-1827 The co tracag agency aim the FNMA have
purchase orders WOO agreements and ghat agreements tar to authanny and the responerbnty to ensure cong=a'te n ah
sopa nor annex/ The xsg-te her Na'be respmsese Tela 23 USC Section 140 the RNW^tatonAa of I073 as
br woolen by airy So&vntrada vxertars.IXmPaoor a encs t 120 i1SC 7941.ad Torp V tithe Cat Rooth Acta
or service pored*- 1954 a annded,and re!atee regulators retie rg42 CFR
Par 21 28 and:7 and 23 CFR Parts 203.230 a-c e33
ontracnmg agencies rosy lecerce Fon FMNA.12.2 n Cm
Prepaid a request for proposal 2Yumentt roaagr z e The folloneg provision is adopted Ton 23 CFR 230.Append..
For'FMYA 1273 must be physr„ally rcoR.vated icon. A wth appropriate tensions to=barn to the U S
R'ereitcedj n al Mathis submit-earth and Veer ler Deva9nert of Later.US'DOL'and figerA f -emprs
subcontract{excEudng Fpmhaskpdes tete agreemen%
and other a7,emen!'0r suptes or senores relates to a 1 Equal Employment Opportunity,Equal employ-tam
construction conbacti wponnrr/EEO'requirements not tb discnbnate ave to take
aFr itve act' ,m asswa eta ig'W. r3.rM as se:+wth
2 butted to the appilcatny alta noted In the folding under tarn.executive orders Mks raWAaomy 128 CFR se
sections.Hese antrat promote shat appy lo all wok 26 CFR 1630 28 CFR 1226-1e27 4t CFR CO and 49 CFR 27:
pet/Tried at the cortrad byte ovtamrs man overeat on and aders or the Secretary V Label as modaed by tee
no with me assstree of Roden ander1e ocr .CM's p oistcs ptn eecnhed ber, andJ
mpased pursunt1z u
mvn.ae sopenntecid.nce anic at all cook eerbrnec on trio USC 140 shall translate the EEO and speck afrmanve
contract by petework,fl'ton coot% or by subcontract action standards for the cnttadors project adrvtes once-
Exhibit
narExhibit 1-Page 1 of 12
ms contract The crimsons of tae ARecruitmentericans wt Dsabittes 4RecruitmentnIN
Recruitment When adusa
g for employees the
Act of WO(42 U SC 12t01 easel Isetat.tinder 23 CFP tmcactorwal ewhke m sa advetemenn 4y employees tie
35 and 2g CFR 1630 are nmparaded by i'rence antis notation 'An Equal Oppahnty Employer' Al such
contract In the exewmor oaths totct.The co—nan adwrmsmenn will be plated m publication laving a large
agrees to amply writhe fdlowmg mrrwium specie Peculation among mmonhes and women m the area from
reeptemematvmesorEEO whet;the protect wark force mob normally be twenty
a The contract(will work wt the cp'mactmg agency and a The contractor will unless precluded by a franc
the Fobefar Gpw1T@M to ensure that 9 Pat Rade eCFy ba'gamng egreemeef concoct systematic viand
good fat eon=prowde equa'cppanlnry won respect to at 'ecrutnent trough putt and pnvase employee'¢feral
ohne terms aced conditions or employment and mtheir review sources likelyID yield qualreed minontes and women To
oaafv tt5(rode•the canon meet t o elgrenwnt the contractor war rde"fl sorts or
b,The mwrriawllaxept as rteEra roar m,,on group employees and establish wt.sur
opening pulley the denoted sources poced$es eneweby ea minty and woven
blithe-mg statement applicants may be m'ened to the contato nor enabyrnent
eons Censor
ll s the policy Mthls comps^y tc assure nal applicants
are employed and tart employees at treated aping b In the event the contractor has a valid harganry
employment resat ante tithe(we Tern sex color agreemerc povnd ng for octavee hong hail w Trans the
national
ph age to asethtig Suet actin shall incl ode comnotor sexpected to observe nil p-oxsnns alta
employment upgrading demotion.or ans4r,reed anent or agreement to the extent that the system meets the cd rraccfs
recruar*1 adrcvsmg Layne Crterraor.ales of pay or compliance with EEO contact kavnslons Mere
ether fans tficoopertaton,rd seectvbr tarn; anplement#on at such at agreement res reelect t'
including apprentoesno,pro-appfemoesh52 rd.or r-Iht- aiscnminating against mmmties or waren or eblignes the
ph naming' aninclor to do the same such rnplemeraton sutra
Ewen'nobs°mato(pie sone
2 EEO Officer Tre cotenant will desgnate and make
known to the contracting o TOM an EEO OFcr who will have c The contractor MI encourage ds pese^n ripostes to
the respontt:Syro and abet to cabala of"Over ret mmonbes and warner as applicants t'e-$oy*nert
admnnsterrg and wombat an active EEO roger(and wino Irformaton and procedures war regard to relemng sorb
must be assigned azequme a4Adnty and responnbaay to do applicants will be drscussed sit emplyeet
50
5 Personnel Aprons.Wages wptmgcmatcm.and
3_ Dissemination of Policy All members of to rotmattis employee benefits shag be established and aim sired and
stat Mo are authonmd to hire,treasy pxmote and personnel axons De every type ndvomg brag upgrading,
d.sUurpe mplgyees,or who*Mdmmend sod+sr Mon or Mn prmno.M,tnmfer.amort Oydf at tem apron c'a'ore
are substantially mw Wed in such action.MI be made fully taken without regard to race color Wagon.sex n#lonal
cognizant e..and will mpleme t ice connacld's EEO pokey engin.age or tllsabt ty The Wowing procedures shall be
and oardeMaai respnnsttces to anent.LEO r ash grade Wowed
and dassdratlon of mpoyrnera To enure tat the above
agreement will be met,the(allowing atoms ale be take Methodwaddlean a a The contractor will duwaddleInspections teproea
mrnn sites to Insure that waking condoms at employee facilites
do not indicate dlsenmmatoryttannent en profit erre
a PerodC meangs of towbar/and personnel once personnel
employees Ma be conducted bet.,the star o'wok and the^
Mt pas often than OM*every st moths.at radt tine rt t Thecmtrada w"period tally estate tie spread on
contractors EEO policy and ns Irrplemeraaon war be wages paid within each dastcaton to dewmrvne any
reviewed and eaptamed The meengs wd to conducted by eMdene of d'sonninatory wage practices
the EEO Often
o The contractor wit penoacaliy renew selectee personae
b All new aupervso y or peed Land rate employees will ore actions in depth to determine~he sere s endt'c4 of
given a tMpugh ndoctaaton by the EEO Ofsw',ensermg mscnnonaton Where evidence is found to co'ncld-wd
A myth aspects of the ow^aao's EEO obgatas rrtnn promptly face catetme mon rte ren. acetates Matta*
merry days following Mer repo'tmg fon duty with the contactor discrimination may extend beyond tie actons rewewed sue
corect to actor stat include all armed persons
c to personae-arc"engaged r orae.feaat^wr^.W
the pops will be nsanuced byte EEOOFeer mthe d The contractor will Mangey mvestg*e all complaints of
contactors procedures'orlocatmg aro hong mmontes and *toped dhsamhnaton made b the contractor n connection
water wvh as obiganons under this¢tinee wag attempt to wscwe
such mnpkmrs and wgtake appropriate conechwe action
d Notces and posies settrgbdh the contractors EEO wnhn a reasonable tame If the investigation rotten that the
policy will be placed in area madly axeatletc/maloyeed d.senm nation may affect persons cher than the containam,
*Scantskat temp wart aro pa nal r,cyeas such aoreGm amen St'S rt a de sv.,r oYPpasors ,.pan
completion of earth investigation the contractor will*min
The contractors EEO pricy and re procedures to every i'emplamant ora all Ater avenues C rpsal
asrpiameR such poky IM bethought to the attert o"of
employees by means et meetings,maoyse hadxroks or 6 Training and Promobon
other appropriate means
a The contractb will assist r lucatrg,quall'y93 and
nc ngth saris of rano:tee ate worts Mc are
Exhibit 1-Page 2 of 12
applicantsfor employment orcurretrt employees Such eFons worth the requrretlenth for and comply with the hmercans with
should be awed at developing fit tourney level status Disabilities Aa and all rules and regaators esabl shed there
employees in thetype of ride a lob in-ass-fiction involved under Employers must ptwide reasaable accommodationm
all employment tonnes unless to cm so woulo cause an
b Consstern rah the mMactor's rich tame requnement undue hardshp
and as penmssibe under Federal and Stare repdatcns the
contractor shall make fig use of raining programs,i e 9 Selection of Subcontractors,Procurement of Materials
apprentoeshp,and tot e-pb training prop-ensfor the and Leasing of Equipment The contractor shall nth
geog-apMc.e area of contract pe^Iormarxe In the event a discriminate on the groins of rare,coon,religon ses,
special mansion for Vain mg s provided under this contract natural Dram,ape or dsabdty In the selecton and Tenon
this subparagraph wit be superseded as(ideated in the of subcontractors.mCuding procurement of rratenae and
special provision The cnfractmg agent'may reserve leases of equipment The contractor shall take al necessary
rammp posmas'or persons who receive welfare assistance and reasonable steps to ensure rocdscnmmation r Me
in accordance nth.3UC C 14131a'r admin stretch or ths contract
c The treaty will aarse employees ono appiicantsfa a The contracto.shall not all ethereal sobm aeon and
employment of available training programs arc entrance suppliers and lessors Dither EEO oblgaions underths
mgrs.-new tor oath contract
d The contractor mlipergdcaly renew the oaring ant b The contractr will use good faith earth tc env.^e
pramacn potential of errpoyees who are minorities and subcontractor compliance with tier EEO oblgaans
wome^an:will encourage etgole employees to apply for
such paining and promotion 19 Assurance Requ red bp/9 CFR 26134b
2-Unions-If The contract- en whole or r.pan upon
unions as a source of employees,the contract(toll use govt a The requirements of 42 CFR Part CA and the Slate
lath elms to obtain the cooperator of such rayons to OOTs US OOT-approved OBE program are raroatec by
increase gyolt rtestr minorities am comer Actons by reference
the=Mrat er ether dicey cri troaph a contactors
association acme as agent.col l include the procedures set b The anbnc
actCr or seonreclor at
rsha1 nd semi^ e on
ort^below the basis of race,coOr,natonal Dram,crsex r the
pertrmarce of this comma ME-contactor shall carry out
a The contract(al use pace amt erectile to develop r applicable requirements of 48 CFR Part 79 in the awe ac
cooperation with the moons.toms Warning programs arced aamnstraton of DOT-assisted contracts Fame try the
toward qualifying more mname5 and woven for membership Contractor to carry out these regaremeas is a material breath
in the un ons and increasing the seeks of minorities and women Of this contract which may result in the tenni-eon of C.6
so that they m ay quaky Whhgnr paying employment contract or such other remedy as to cernaceng agency
teems apprcpnate
b The contractor el'use pox'at'[Forts to Incorporate an
EEO clause into each union agreement to the end that such 11 Records and Reports The cotraaa shall keep such
un.onwe be contactually bound to refer applicants without records as necessary to document command wthi to EEO
regard totheir race.Crib,religlmn sex wore clan,age or implements Such records shall to menet nor a period re
disability three yews blowing the take on The final payment to the
contraaor fa all contract wan and seal be available at
c The coma Or isto Wear Irrormton as to the refers -easm+ahle times and places f,inspection by aumoreec
practces an polcies M the labor union except tato the representatives of the contnumg agency and the FHAA
extent such mfonnatmn 5 Whin the exclusive possession of
the tcr inion and such labor union ref uses to fumsh such a The retorts kept by the contractor shat'document to
Warmthon to the contractor the canrador e11 so cenfy 10 fdla4rng
the contracting apency and shal se forth what eons have
been made to War such Momatcn 11 The number and work-oursdminaiyandnon-
minaty group members and women employee In each work
d In the event the union is unable to provide the contactor classification on Me project,
with a reasonable Tow of referrals mein the tine lona set'ort..
in t-e cnllecnve bargaining agreement me contract,ma. The progress are efforts being made in coepe'aten
through independent reo^umdnt cloys,fill the employment Mph unions.Mw^appicable.to increase c ployment
vacancies much regard O race,color,religra national opponunrtrts f,menaces and women en
ongot age or disability making full efforts to Wain quail ea
andlorquatfiablemincetes and wooer The(alum of a union iia:The pmgeSS and effonsbeng made in crating,hiring,
To monde sttciert referee lever.Though rt is obligated to to-mg quer mg.and upgrading mnoaes and waren
provide enclosure rituals uncle-the Ions of a°Weave
barganmg annemertl dyes not reeve the contactorfom the b The porbatas and subcontractors all submf an annua
requremen6 cfthis paragraph F the event the union referral report to the contracting agency each July or the duration of
practice primes the ciontractor from meting the Wdgato-,s the protect,ndcatng Me number of rnrcney,ane^ and
pursuant m Executer Other 11248 as amended,and Mase nomminonty group employees currently engage I-each work
specal pmramns,such contactor shal imnnedaaly notify he classification reward by the contract worn Thy i rt.r anon s
contracting agency to be reported on Form FHWA-139 I The teeing dna should
represent the protect work forte m boats r at or any part of
8. Reasonable Accommodation for Applicants/ the last payroll pence precedirg the en of July In on-the-lob
Employees with Disabilities- The ter irate nest be fan-Tar tain+g is being repaired by special pmvsor the artractr
Exhibit I -Pagc 3 of 12
wt be requ nee to Idled and report taming data The of paragraph I d o'ths section also.Raub'bmmmutons
employment data Mould reflect the ivory force on board throng made or costs moored for more them a weekly Denod but no
all or a^.y pan Mthe last payroll pend preceding the end at less often than quarterly)under plans folds or programs
July which cover the W mcuar weals pend,are deemed to be
consucttwy made or throned dung such weekly penod
Such laborers and mechanics stat be pat the appnopnae
III NONSEGREGATED FACILITES wage rate and fnge bent.%on the wage eeterneumon to
the dassecabon of work actually gemmed wdhout regard tc
This Prower a arol cable to at Federal-aid conmucton skill,e.cept as provided m 20 CFR 5 5la64; laborers or
tonnes and to all related constructor subcontract or mechanics peiormmg work In maethan one dassecato-
S I0 000 or mere maybe compensated at Me rate spectedti exh
dasshcatm'or the bane actually worked tlerem Fronded.
Toe ccntrada mist ensure that tackles prow.a`or That the employers payroll records accurately set font the
employees we provided a such a manner that segregaNm on time spent in each dasstcaton in Such work s performed
the basis of race,oda*glom sex.or national ongm cannot The wage aelennmmon lwclwdmg ryaidnv:al claudication
result The cartracw may rather require such segregated and wage rates conformed under paragraph 1 C of ths
use by wile-or oral polices nor tolerate such use by sectoral rd the Days$ao poster TWI4-132'I shall be
employee custom The contractors obligator extends rioter posted at all times by the corrector and%5ubCOInISTE at
the-sure tra its employees are not as gned to pebml the" the see of the wont in a prominent and access de place where
senores at wry location u-aer the contractor's control,Mere I Ca-be easy see by the makers
the teethes are segregated Tie term 'attires includes
maeng mems.work tea,restaurants and other eang areas, br1;ire contracting Mirer shall regale that a-y can ol
trne clocks Temtporm washrooms locker mons and other laborers a mechancs,mobtlmg Yelpers wh M snot l'str tn
storage rtlresstry areas,parking lo% tlnnkmp fountain the wage determination and which is Nth employed under ice
recreation or ernenamme-c areas transportation.and housing contract sial be Cassese in oarfvnnance wet the wage
provided forenyloyees The contactor Shat provide separate pptyr.pjnapm The camnonng nicer sagan
or srgeuser resturns and necessry dressing or sleeping addeo^al Casinaton and wage rate arc 4mge bene
areas to assure privacy Leather series therefore only when the(blowing cera haw teen trier
W DANS-BACON NO RELATED ACT PROVISIONS (tiTire work to be performed by the classification
requested s not per'omwd by a casacsion r.the wage
Tc.s sections applicable to all Federal-ac casrcton determinate'',and
projects e¢eedmg 52000 and to all related srecontrach arc
lower-tersuAmntrats(regardless or subcontract sae) The !t 1The classficato-is Mdcecin the area by the
replacer*appy to all protects located wtm the right-of- constructor indatry and
way of a roadwaytat s furetionally clasthed as Feoeral-am
highway This excludes roadways fonwonally classes*as
local roads or rural minor collecmrs.which are exempt t.c The proposed wage rale,educing any bona fide
Coruna-tang agent es flay elect to apply Nest requveme-u m stupe benefits beam a reasonable relations,*to the
cher protectswage-ant containedrn the wage detenrrnrton
(2: the cantzd
The following pmvStaa are'Som the VG Depabcedcantata,and the laborers and mechanics to be
Labor regulations r 28 CFR 5 5'Camact pmvston and
employed in the c%esficamn Id known: then
related mans'with mt^m revises to whom to the CHINA
reprezenatves and the contacting WOK agree on the
1273 forma and R-MA program requirements
art wage mate fmclutlmg the amount
despnated for tinge bene where apprtprate1,a repot of
Me atm taken shall be sent by the ecroracting"Seer to the
t Minimum wages Admmstator of the Wage aro Hour Desire. Employment
Standards Adnmsnaon U S Dkpacnent or labor
a Ad laborers ant mec'anIcs erployed orworkmg sport Washington DC 20213 in 0.dnmsnata or an a.+Mrzed
re stteor the wok,we be pad ummndeonaly and not less represeroatve.mel approve.money,oresapprose every
p'te-Can oras a week,and wrthourt subsequent deduction a additional dassfficatm actor thew 30 days of rece pt and
rebate on any account(except such payroll deductions as ate wmuse the the recofficer r ell natty the cormad ng
peen ee by repuamens ssued by the Secretary of Labe
officer withal 30-day berth that admpnaltmes
ecessa
under the Copearc Act124 CFR pm 34 the fat amount o m y
wages and bona foie'Sege bene or cash equivalents
thereon due a tare a'payment compawd at rates not less (3;Ir the then the cortractoor the laborers or mechres
Can those contained in the rage detetmrator or the to be employee in the classification or their reaesenbtwes
Secretary of Labor wrier is attached hereto arc made a pal and the contra ung ether do not agree on the proposed
hereof regardes of any cc-tracts'resat orship which may oassikabon ac wage rate including the amount
be alleged toast between the Catania rc soh laborers desgnated'or tinge bene' Mere approprael •he
and rreaanus catactng pacer stal neer the questions,including re
tws d ar interested parties and the reconrradato-of the
Conresmws made or mss reaso^ably an-throated for bona wnvadng otter to the Wage ant Hour Aon nsnatr for
fide Mngebewh ander sector 1 ib2',a'the Days-Baan dewrmwance.The Wage aril Hour Adm anuria,or an
Act on beM1aYrtaCarer or mechanics are m^sdezc napes auvronmec rep2untaYe tell ssue a detenn nam weir
paid to suds laborers ormechamcs subject tote pressure
30 taps ol recept and a ativse the wrroxtmg offer or
Exhibit 1-Page 4 of 12
will way the cormawng officer wit in the 3S-day pence that Baan.Act the co'tactoe shall maintam reads which show
a Ida,c-a time is necessary that the oxnmMterfl to powde such berets a enforceable,
that the plan or program s fmancalyresponste.and that the
I4,The rage rate lrcludtg fonpe enerss where
than w programhas been communicated m xnunB to the
arpt®nate)determined Pursuant to paragraphs t 1,17)or bboersmoeborthhanics aactald,and accordswhichpro show the
ib 13i of the sector).shall be paid to all workerspefom+.rg costseamCgan ormexeli gallon lacend inproviding rah
work in the classfcaton under ths contract from the first
benefits Cantors raffling appewces aaanrea under
da on ate work is performed m the dasfmatr approved rv,w acts that mambo viten evidence o'the
regsfraion of apprenticeship programs and cenficadon of
trainee prog•ams the rigs-treat or the apprentices and
c Whenever the minorum wage rate presorted r the trainees an the arcs are wage rates prescnbea m the
contractor a class of laborers or mechanics ncluders afr,nge applicable p'oprarrs
benefit whim is not expressed a an hardy rate,the contactor
shall ether pay the benefit as stated in the wage detennmaon t I;The contractor shat sera weekly fp each weekm
or stat pay another bonafde fringe bents or an tarty cash which ay contrail work s perfumed a copy or all payrolls to
equwalern thereof the wMnp The is subnnted shag set out
accurately d completely 4. the informers regard to be
d 'the cotramer does net make payments to a trustee or mandato under 2P CFR 5 5i 732i 7 except that full soca
other Mono person,the contractor may consider as part ot the security numbers and home addresses shall rot be reludeo
wages cif art,=aborer or mechanic the amount of any costs or week y tasmtais Instead the paymfs shall only need to
reasonably encored m providing bona fide fringe benefE mews an mdwiduafy carting number fa each empicyee I
untie a plan orppg'an,Prodded,That the Stearn of eg .the last fox digs of Me employees steal unsay
Labor has found fpm the written request of the mnfractcr, numten The regared weekly payoff fermata maybe
tatthe aw'cs *standards ofte Days-Bacon Act have submitted m anyf«m deseed Optional Form WH-347 S
been cert The Secretary of Labor may require the contractor ava.latietor ths p.rpesefrom the Wage and Hour Dvisim
to set aside r a separate xcosit assets for the meetng of Web sic at trap Anne ad pw'esaW d.foms.W i347rstr him
obligations ander the plan or poy'm Cris sjxrssor Sa The Arne anaacor is restorable fp
the s 4ntson cif copies of payo%by all subttxmacbrs
2 WithholdingContncros and subcontractors shat maintain the ha'soca
secunty number XV current guess of each covered war
ad shall prate them own request to the m+tracung agency
The cennacnng agency shall ace its avr acton o upo- far ta-,5msvm to the Slate DOT,the FHWA or the Nape and
ween request of an aueorzed representatve of the Hour Dison of the Detrain of tabor for purposes C'a^
Department of Labor warhold a cause to be wtheld horn r vestgaton or audit of compliance with prevailing wage
the centTador under ths contract or any other Federal requirements k is not a ablator or this section for a pone
contract we the same pane=tractor,or any other federally- contrast So re%i re a saaantractor to prattle addresses aro
assstec centrad sublttt to Das-Bacon prevadmg wage social security numbers to the pane contractor Cr ns own
requiremeras Mirth s held by me same pnme contractor so re-'c'cs onto t weekly submission to the contrastng agency
much tithe accrued payments or advances as may be
cortidered necessary tapay laborers and mxhanva, t2t Each payol subnted shag be awompamed by a
including appe°ooes trainees,and helpers,employed by the 'Statement of Compact ante:sigma by the contractor or
contractor ce any subcontractor the rug amount a wages subcontractor or his or her agent who pays or supervises Me
required by the wrath hi the event offataeto pay any payment of the persons employed under the contract and shag,
laborer or nsechanc including any apprerTce,tones or certty the forming
helper enpbyed or marking on the ste ce the work a«part
Nthe wages required by the contact.the cataamg agency
may,after atm flor eto the contractor take such aorta as ri n That the payroll fa to payroll penod cartons the
may be necessary to cause the suspension of any father lawmxor rewired to be provided under§551aY371i 7 or
paymrt advance or guarantee of funds LInt,such volatots Regulations 10 CFA part 5 the aPPropnaT nfamXo+is
have ceased bens mans ned tether 455 la Saki 1 of Regulations,2p
CFR Dat 5,and tat such t,famaton 6 tract and
3_ Payrolls and basic records cvnp•eAe
a Payrolls ac basic records relating Hereto that be .1 t Thar each arorer a merric imcoding eacb
maintained by the contra oor clang the cane M the work and helper tahe
payroll
and be emp i dth m the weekly contract
preservedtora prod ty three years thereafter for all laborers tlunngtM paydlpencd has been paid the lull weekly
and meNsas waling at the nate of Me work Such records and
earned,nMmut rebate either directly or Indrectly
shall contact the name address and social secu Cat no adage's race Men mads ether trendy or
each such worker,his orhawrect classRciion cry rotes marectly tan the LSI wages caned,other than
c'wages pac including rates of ritnbens or costs pasatire dldaloft aset fgrMr Regulators .P CFR
ati owedfor bora fide fringe M
ne%or cast.eg %avalenGar r•3
rereof orf the types desoted n Becton 11bin2i B;of the
Daws-Bacon Arti,daly and weekly number of hours waked i'.That each Laborer crnatant has been pac not
dedusors made and actual wages pad Whenever me less than the appinntk wage rates and fringe benefits or
Secretary of Labia has bind under 22 CFR 5 51a 1 n orf that cast equivalents fa the dassfrstor or work performed
to wages of any laborer or mechanic nclude the amount of as specified In the applicable wage determiner
any oasts xaonrtiy artclpated n providing benefits under a incorporated MO ME contact
plan or program descnbed in section ti br2NB;o'the Daws-
Exhibit 1-Page 5 of 12
13)The weekly submssron of a property extorted rate specified in the applicable wage determination
certification set forth on the reverse sde of Op ono Foto. Appremrces shat be paid Three tenets in accordance with
WH-347 shat,satisfy 11w requ cant for submssion of tore the provrsces of the appewceslry program Ifthe
'Statement of Compliance"required by paragraph 3 b SIM azyrenteeship program toes not specifyfrmge benefits
this secton apprentices must bepard the full amount o`tnnge benefit
isted on the wage deernatanfia the applicable
141 The fa *ationNany a'the above cerifpatons may classercator Fthe Atnmmrater determines that a dferem
subject the contractor or subcontractor to Oa or r^mna' pence prevails bribe applicable apprentice elastication
ptsecuton once sexton loot Nude lB and section 231 of tinges shat bepaltlmxcptlance wM that determination
trtle 31 MtFe Untied States Code
In the event tie(Woe of Apprenticeship Tram:no Employer
c The contractor or subcontractor shall reale the monies artlLmorSemoes,oraStrte Apprentceshp Agency
required under paragraph 3 a of this section available for 'amgnud bythe t>Fce withdraws approval elan
qu
weanedapprenticeship program,the contractor will no longer be
rnspemon,copying erbawcrlpt'm by weaned
repesentatees of the antractng agency.the State DOT the Pe d.trnnrnmed to entire appthe c at less than theamicable
FHWA or the Depanrnent ce labor and shat,pert each
predetermined nffiiminewok reformed unnl an apfptads
represertatwes to rwalingrs
enew employees during waling hortigram sappmvx
on the job if the contractor orsubcontncor'ails to submit Me
agoreo records no make them available the FNMA rr ay. 0 Tranees'p-amens of re WEDOLI
ater amen notce to the rentatr,the contracting agernry or
to State DOT.take such action as may be necessary to
cause the suspension of nytnher payment advance.p Evcept as retraced in 2B CFP 51 ,tn,nees col not be
guarantee of binds Fumremlore,*Aare to scam the required
permitted b wale at less than the predetermined rase`or the •
records upon repaint or to make Shell records available may work oericmwtl unless they are employed pursuant to and
be grounds for debarment action pursuant tore CFP 512 rdhvmully registered in a program which has receruetl prior
armor*,evidenced by formal certification by the U S
Department o'Lar,Employment and Tramp
a Aprentices and trainees Admrztato-
a Apprentces lrognms of the USD:"LI The tato of trainees to journeymen on the job site mai net re
gears than permitted under the pan approver by the
Appren9ces MI be permitted to wok at less than the Empoyrrhrrt and Training Atlmmzhrt'p
predetemined rate forte work they performed when they are
employed pursuant to and ndrvdually registered m a bona fde Every trainee must re pac at not less than the rate specrft:
appreneceshp program registered wth me U S D palmeM d m the approved program for the trainees level of progress.
Labor.Employment and Training Adn"retrace.Office o' expressed as a percentage of the journeyman hourly rate
Apprenoceshp Training,Employer and Labor Soares or wit- speared m the amicable wage determination Trainees shall
a State Apprenticeship Agency recognized by the Office oda ice wphmge benefits in acmrdmrce with the provlscns of the
person is employed n his or her first BB days of probationary ranee pregan a to trainee program does nor mention
employment as an appremce el such an appentces.p tinge benefits,trees shall be pad the lu1 amount&'range
program who s not Ind mdualy regsered m the program,but were.lsted on the wage detenninatonn unless the
Wm has been mitred by the Office of Apprentceshp Admnstratot of the Wax and Now Drvsron detern nes teat
Taming Employer and labor Services or a Slate there is an apprrocesho Program associate'of the
ApPreNmenp Agency!where appromatel to be ehgble fr carespandrgloanerran wage rate oe the wage
probatonay empgyment as an apprentice determination which provides for less than full tinge bene`ts
for apprentices Any employee fated on the payroll al a tnmee
The allowable rate c'appem ccs to lohnneymen on the lob r mho is not registered and patxapnnp in'training plan
site m any craft classfratm shall nor be greater the-to ate approved by the Employment nil Training Administration sea'
permed to the contractor as to the entire woe*force undo
be rad not ass than the ac Cabe wage menthe wage
ceteminat
the feathered program Any worker listed on a paymi at an
n for the c*ssftamn of wale actually peer-caned
apprentice wage rate who is not registered or ahem.. M atltlrcwn,any trainee reforming work on the job sic In
employed as stated above shallbepad notices than the excess d the ratio penn reed under the registered program
Prat be paid not less than the appi'catie wage rate en the
amicable wage rate on the wage deterirla[m br the wage determatv'pthe work actually reformed
classification of wk actually performed In edaten ay
apprentce performing work on the lob site in excess of the
ratio remitted urger the rostered program shall be paid-'i In the event the Employnemand TranngAdmimstatC-
less than the applicable wage rate on the wage oetennmahon withdraws approval ml a training pogrom the contractor vale no
kg the am*actually performed %Mere a contractor anger be permitted to ural ze trainees at less than tie
referring censm.ction on a project in a locality o he-than applicable pedetenninec rate for The work rearmed until a-
mat in which rot pagan hs regsterec the rarros and wage acceptable program is apareed
rates ie,pressed In percentages of thejoumeyman s hourly
reel specified in the contractor's or suboonranors reg'stere: c Equal empdynwm vppoMnrty The mJ¢aeon of
pmgnm snag be observed aprentces.trainees and journeymen under this port sha"be
r corrbrm try with the'ma mploymeol opporb,nty
Everyapprenhx mist be pad at not less than the rate requirements of Eaecurwe Order 11246,as amended and 29
specified In the registered program fce the appemce's eve of CFP pat 3)
Progress.eryrassed as a percentage of the journeymen hourly
Exhibit 1-Page 6 of 12
d Apprentices and Trainees(programs d the u 5 DOT/
Apprentices and tameACT
WORKHs working under apprentoeshr an: V CDARtR WftS AND SAFETY
SAI training programs which have been certfied by the STANDARDS A
A
Secretary of Transponatwn as pmmotrg EEO in connection
with Federal-aid highway casbuaon programs are ata Thefaltwrg clauses apply to any Federa4aid construction
subject toterequremmsd paragraph 4 dthis Section IV contract mei amount in excess of SI camp and scArea m the
The single time hourly wage rates for apprabces and oder-taxa prisons&the Contact Wok Hon and Safely
trainees under such programs will be established by the Str^ards Act These clauses shall be inserted in addrtion lc
particular programs The ratio of appnintces and trzrees to thec'atses required by 29 CFR 551a,o 20 CFR 46 As
Journeymen shall not be greater than permlaed by to tears of in.:,n ths paragraph the terms laborers and mechanics
the particular program re.ce watchmen and girds
5 Compliance with Copeland Act requcements. The I Overbrne requirements. No contactor or subcontractor
contactor shall comply wilt the regaternerls ot.PLFR pan =ratting for any part of the contract work which may rechre
2 whits are incorporated by reference in this CUVBC r involve the employment of laborers or mechanics shall
require or pert any such laborer or mechanic in any
6 Subcontracts The contractor or subcorn actor shall rinser: workweek m which he o•she s employed on such work to
Form FHWA-1273 in any sadco^vacts and no require t^e work m 555555d forty hours in such wigwag!.unless 51.57
subcontractorsm include Form A-MA-1_''3 m and beer ter laborer or mechanic receives compensaton Paras ran less
subcontracts The vane xvtact&shall re respcnstle fcr the tar one andom o aoty o n slc workre eepay fa all M1ours
compliance by any subcontaaor a lower ter safer x•.c• acwed r excess of forty hours m such workweek
wth all the contract crauses m 29 CFR''
2 Vohbon.habiity for unpaid wages,liquidated
7 Contract temmahwn debmnerd A breach cite damages t^'tieevent of any volatcm d the clause set form
contractr
ny
clauses m 2P CFR 55may be grounds forerwnaten s paragraph I1 )pons section.threthehall be Iaandr th
or the contract arid for debarment as a contractor and a sward wagoreands kMenta shall be habk'orthe
subcontractor as provided in 29 CFR 512 s'pald wages In atdtm,such co Ontherand ofsnor*crane
shat bentrac the UDisd States(mthe case of nor*done
unser centras for the Dema of Columba or a temmry,to each
B Compliance with Davis-Baconand and Related Ad District a to such territory),kr Ipugaled damages Sar
Bacon nert Ail rulings mid in 29t m d the Dams- I.gudated damages shat be computed with respect to each
Bacon and Related Acts contained in 29 CFR pacts 1 3 an:5 r.dv Wal vaporer or mechanic including watchmen arc
are heron incorporated by reference in This contras g+artls ph(1 )0 t in wBeaton of the clause set'orti'in
paragraph(1 )dthissecton.nthe sunsdStufaeach
PT
9_Disputes concerning labor standards-Disputes antic rreunite day on in
excess
ch c ssch f the tandarl workweek
k
out of the labor standards vsons of this contract shall net -ormaadmwak nescestthestandard
required
dirty
pup hours endear payment of the overtime wages DY to
beubtect to&u be genea'diin utes toast vigils resoe Such Raise se forth in paragraph II i of Ms secton
disputes shah be resolved m accordance with the m morns
and
the Department&Labs set forth in 2z CFR pars 5 6,and
] taeen is wnhm the meaning of this clause include&spaces 3eFHWd"r t for unpaid wages and liquidated damages.
between thecontrasa l or any uf is swcanLer. l el the The FHWA a the ofng agency
edre9tonnscw oxan
contacting agency,the U S Depamrent d Ler,or the Cr uar wnben request r a Wmzed representative of the
employees other repesemYces Dent d Labd withhold or cause to be wthher.from
any moneys payable on account of work performed by the
10 Cebhcahon deipthlilry
contractororsubcontractor under any such contract or any
other Federal contract nth the same pnme comracmr er any
othe'edenlly-assisted xnnact'abject to the Contact Work
a By anteing into this contras.the contractor tenders that Hours and Safety Standards Act.which s held by the same
norther it(nor he or she nor any moor or fir who has a^ prone oorbaCa.sack sans as may be detemned to be
interest in the contractors siren is a person o' rn'refiglbe to necessary to satsfy any litres d such contactoror
be awarded Goverment contracts by true of sector?,al of subcontractor for unpaid wages and liquidated damages as
to Days-Bacon Actor2 CFRst^_,a;.1l rrooded in the clause set`or ln paragraph l2 i of this
sect
b No part of this contact stall be subca'ttrxtic to any person
Cf Er ineligible for award of a Government centrad by mire I Subcontracts The contractor or subcontractor shall inset
c'secton 3lal of the Davi-Bacon Act orae CFR 512.,ii Ii r any sutcontracis the clauses set forth in paragraph 11 n
thro r It i of Ms secton and also a clause requmrg the
subcontractors to include nese clauses N any lower ter
C OwPena 'ql making false statements s pres-rPE:in tie
subxntracs The prime contractor shad be responstc'or
W^ Criminal Code,1811 S C 1031 compliance by any subcontractor or lower ter subcor ator
with the daises set'or in paragraphs 11 )Brough l4)of ins
sector
Exhibit 1-Page 7 of 12
evidenced in ruing and that it contains all pertinent pmvisms
VI SUBLETTING OR ASSIGNINGTHE CONTRACT and requirements of the pnme contract
This proviso,PS app:mane to of Federal-ad constructor 5 The 33°.sen-performance requrremem of pararap'.V t is
contracts on the Mahone Highway System rot applicable to desrgn-build contracts however.wntactrg
agences may establish their own set-perrpmace
1 The contactor shall prtemn win RS own organization fequnerneT1
contract work amounting to not less than 30 percent for a
greater percentage fspecied elsewhere in we contractor`
the tote'ongnal conal price eroludmg any speoaly nems VIL SAFETY:ACCIDENT PREVENTION
designated by the centacting agency Specaty metas may ye
pefomwd tysubcontrad and the roma of any sucf- This provision is applicable to al Federal-a:
specalty terms performed may be deducted tract the total wnstiction contracts and to ae related subcontract,
ongira contact roe before computing the mount of work
required to be performed by the ce5a:toes r argancaton t In the peforma•ce M ths mNact try contractor shall
i2.3 CFR C35 11e h comply with all applicable Fectra,State.and local laws
parenting sasety,health and sanna.ion 123 CFR 635 The
a The Non'perform work wt•a own organ:xion tees contactor shall Ronde all safeguards,safe y devices and
to workers employed r eased by the pnme contact%and p'otectwe e W ipment ano take any other needed actions as:
equipmert owned or rentor by the pnme cormaxm,wvt or oetetmines,or as the contracting Woe•may determ re,to be
without operators Such tem does not include empayees p reasonably necessary to protea the life and meat of
equipment of a subwnttaaor s lower ter r iirontraaw employees on thejob aro the saety of the pubic mc to
agent.rfthe pnrris conta:ali or any other assignees The protect properly in connection with the pefomarce of re
tern may ndade paymen3 to-the cost of tamp Rased work covered by me contact
employees from an employee leasing firm meetng al:relevant
Federal and Sfa'e repulatay requirements Leased 2 It s a condIor&this contact.and scut be maze a
employees may only be included r this tens I to name conation of each subcontract.MO the contathar enters rib
contractor meets all of lire blbwrg contlirms parstant to ths=tract that the contracts and any
subconractor shall nct permit any employee.r peeonrante
I 1 t the pnme contactor mantams canto cer the of the contract to work in sumourdags or under concerns
supervsior e the cay-to-day actvitres&the Racer which ate ur anibry,hazardous Or dangerous to hisher
employees. health or safety as determined under construction safety and
I2!the pure contactor•emans•esprrr,blefn•the qualny heath standards(2g CFR 1026)promulgated at the Secret,
of the work of be Rased enp:oyees, at Labor el accordance yeah Section 107 of the Contract Wort,
13h the pnme cormaxor rears al power¢accept o- Hours and Safety Standards Act 140 U 5C 37041
exclude nd Waal employees from Monk on the project an:
MO the pnme contractor remains.Wmatey,uco' rbi4'or 3 Pursuant to 2g CFR'92e 3 t is a condition 04 ms cenraa
the payment of predetennned mmtmwm rages the that the Secretary of Labor or authorized representatve
submission of payrolls,statements of compirce and all thereof shall have nght of entry to any site of tmbax
other Federal reg.:tatwy requirements performance to inspect Ce nvestigate the maned compliance
with the ccmttucton saety and health standards and to cat r'
b 'Specialty hems'shal be rmsened t be tented tc nark out to dunes of the Seaebry under Section 107 of the
rat requites nighty speca,zed knowledge,abilities or Canted Work Hours and Safety Standards Act.aa
equipment not ordinarily salable n the type of contracting USC 3704)
organ nations quaified and etpecIec to bid or propose on the
contract as a,role enc r gene*are to be limited to minor
cmp:cents of the overall=mad VII FALSE STATEMENTS CONCERNING HIGHWAY
PROJECTS
2 The contract amount upon erect the requrtme^m set foe
on paragraph+l)of Sector V is computed includes the cost& T h . s p r o v i s i on s applicable to al Federal-ac
materal and manufactured products whirr are to be artistvction contracts and to M related subcontracts
purchased n produced by the contact ander the romract
trousers I r order to assure high quality ane durable mseucten in
conformity with approved plans and spec lcaho,s and a riig-
a The comrade-rallruntish:ai a competent supenmenderr oegree of relabliy en statements and representmos ore
Of saperwsor who is employed by the trm has full aurony m by engineers contractors,suppler. ani workers onFedera-
direct peformance&the work r accomnce oath the contact a d hghway projects.n is essermal that all persons concerned
requirements and s m charge of all w eu coon operations with the protect perform they Wnctans as cam4liy bnroughly
regardless of who performs the wok:and dm such other of ts rd frontally as possible Willful fabrication,dstc•ton cr
own oganzatona resouroes hs.Ce•nsion management.and m srepresrttaton cath respect to any facts relred to the
engineeng services:as re contacting office determ nes s poled 5s a vidaton of Federal ate To prevent ry
necessary to assure the pefoma:e of trio contract misunderslan ing regarding the senousness of Mese and
similar acts,Foran FHWA-1022 shall be posted on ear
4 No porto^&Ne contract steal be surfeit assigned or Feder-aid hghway project(23 CFR e3":in one a more
aherwse disposed&except wN the eaten consent ere paces where rt is readily availabletc all persons concerned
contacting officer,or authorized Nor sen6irwe.and such with the project
consent when given shat not be construed to relieve the
contractor of any responsFdny for the RAI mem of the
contra:[ Written cement will be green only after the '5 USC 1020 reads as follows
contracting agency has assured Tat each subcontract is
Exhibit I-Page 8 of 12
Whoever beeg an office,agert,crempgyee&the Urged rnwred transaction Tneprospenve first ter participant shall
States or of any State or Temtrny or whoever.whether a submit Y,e'$anate of why it'arab 1n'dethe ce:rficdur
person association MI m corporator,knowing&makes any se out below The cert aten or explanaern war by
false simmers dye represersatem,or false report as to the considered in wnrection with the department or agencys
character.malty.qua,tty or oat tat toe maera3 used or to Bete mats whether.,eine*nth Chs tansarecn However
be used or the quanta or quaiay MMe workpshomed or to failure or the prospective Mt ter partcpant tofumyha
be performed,or the cost txereof m cmnxrflon worth the certdratinn or an esganetlem shall disqualify such a person
sabrs tai d plana,mars spec atva omtata faces from pakmpabcr n this bansa-to-
M construct.,or arty hgtway or related prolecl s.twitted'ot
approval to the Secretary o`Thar.scirtaten or c The crtfaahon in this clause Es a maternal rep-menial'on
N tact upon which Mance was placed when the whaatlrg
Whoever trrcwmgry makes any fate simmers`axe a9enoy dere-more-dm enter sloth transaction F0 5k4r
representaton,false report or false cam mCi resect to the oeteemined matte prospecoce paucpant knowingly rendre„,
character quality.quantity a cost or any rink perfumed Or to r erroneous°entreaton.in adoton to other remedws
be perarmec,or materna%5anshpc o a be fumstec,r canaria to the Federal esteem-rept the conpaang agency
connection Mb the constructor Many bghway u related may termmate this transacton'or cause of detach
project apiroved by the Secretary tf Transpert:nor,or
d The yaspe tie Mt ter contestantshall oroucry
Whoever kndwmoly makes any fast Fawners or'else rnmedate written nonce trthe powwow;agency to armor
representatr a m maanal fat in any statemen oprtficate. th s pmposa'is sudnned if any tore the prospectve fust ter
cc-eon st@m6ed,nrI tapmvsors tY the Federa-at rartrpwt learns that els cer.'tcator was enoneas whet
Roans Art appmw¢d Ju h I Sgt& r3g Sa12:5r as arrenceo sutn:Net wale become(- mem by mason of Nanase
and suoplerrerrtec, circumstances
Star be free nerth5 tire or np-scred nth mere ther t a The ten's"cowed lransa,r ' cebarec
years or both' s,spented, 'helgibte, 'artcpant 'person' 'prxcia '
and'vokananly eecluded'as used in tits clause are defined
r 2 CFR Pats tea and 1200 -Fast Ter Cowered
IX IMPLEMENTATION OF CLEAN AIN ACT NC FEDERAL Transactors-refers to any coveee transactun between
WATER POLLUTION CONTROL ACT gyne orsubgnmee of Faka;Ends anc a pancipr.:such
as the pane orgerneral contnz! tear Ter Covered
This prewscn is acct padre to at,Fpeeral-aro tomnicts Tnnsasoni refers to any cwerm°tnnsactcn woera Fnsr
contracts and to all relate"subcontracts tier Covered Transaction such as stam rerIsl -Fest Ter
Partclpmt-refers to the pmrcpar4 who has Mem'into a
By stbnssotf oths bhoyoposa or We swoon"'betha Came!transaction won a grantee or s.sgramee or Patera
contract,or subcontract.as appnprate,the bidder,proposer, funds(such as the prime or gena,contractor: 'Lowe'Te
Federal-ad corlsbuaor corracts,or subcontractor.as Paitciprf refers any parexipaa who has entered into
appro are we be oeemac to raw Parttime asfotows covered meadow win a Fest ter Paement r oar Lower
Tier Panhciards such as subcontaton rd s.pptwrs;
I That ary perwht who w or will to waltzed r the
per-romance el Ms connect Is net pgdvb ted tram rice-veto ar f The prospective fist o rdMtnora saes by sobmmmg
award due m a violation of Seam 500 of the Clem Water Act this propos-that,shrub Me proposed covered transaction be
or Section 30e of the Clem Art Att rued into rt shall not krowngy one into any loan ter
2 That thecontractor agrees to r oLee o•ease to be covered transaction with a perm'wee is debased
included the moments ments O'ca'alph It,dtris Seam X'rh Ipso-ended.declared mekg,ble,or yOuntar.y exo,.oed ton
every subcontract.and tether a canto take sat,action as partapathnn in this cowered transaction,unless authorized:'y
see contracting agency may theft as a means of eMcrang the depannern or agency enters;into this transaction
s.ra requirements
g The prospeotve first ter pancipanr ftnmer Notes by
submitting Ms proposal that it will nolnde the clause red
X-CERTIFICATION REGARDING OFBAEWENT. CMfrcatan Regarding Oebament Suspensio%k ergth ty
SUSPENSION.INEITGNM.UTY ANOVOLUNTARY ad Voluntary Exclusion-Lower Tier Covered Transactions:
EXCLUSION crowded by the department orcmhtracnng agency,erten-9
hto evs covered transactor tabour modFlaton r all bme-
Thisprprsc.isappic 0e to al Ceentad."6nstructtn ter Caveitd trarraMarts and m at so stations ter aver ter
contracts oeshg-,bild contras.% sub-an-tracts,lower-ter covered tranzutets exceeding the 5 5ramthres'oc
subcontracts purchase Mery ease agreements consultant
contracts ary Mecoveegfraammcn requsrq FMYA h A pamcpani w a covered tannaaon may;My.acr.a
approval Or tat m estmated to cast sa C'O or mare- a an-treason of a prospect ye part-apart r a loNe'ter covered
de'hned in 2 CFF Fars tY;)arc 1200 trmsadon that Is not debarred s$waed rel rate,or
voi..tlany naiad tram the covered rrsatvn ;Mess rt
knows that the cemFcattr is nervous A paticmaq s
respasible br ersunng Mat its Fane pas are rot suspend..:.
I tnstructons for Certs cation-Fast Tier Participants debarred-aotherwise rvlipbe to car-twat.in covered
tnnsaaons To vxfy the elgibhry of Is pmcipab a ova a
a Ey soapy arc submhmng this prcposa•the pmspecrove the eliglbiny M any bier ter prospectwe pamxhpras,each
first ter partcipan s pmrd ng the ores-anon set oat below partcpant may.but is not required to,check We Excluded
Pores L SISystem waste Qr ps.M ea epsff u', tem s
b The inability of a person to phrwde the certihcatcr set out compiled by the General Services Administration
below MI not nev^essanly resut r dens d artchpaton r this
Exhibit I-Page 9 of 12
So-r contained r the mreyvng shalt concern to en mansatton rmgnawd nay parsec were wrens
require the establishment of a system o'records in order to nanny suspensor area debarment
render in good bah the creic2mn requited by Pus rause
The knowledge and norms=to she p'ospectve pxecpanl c 1 he pnspecave lower ter panne Stara provide
is not required lancer rat Which is noernaiy possessed by inners*renew notioe to the perm torn Sha porn s
a prudent person m the ordinary Course of busmevr dealinps submitted a ata'wbme tie prospective lowerter participant
teams that is ceMcation was erroneous by^eaor d
Eacep:tar Vassar/ore armory roes pa•ag'aph to of chanes c^vmstarmwe
these inrructeats,e a participant m a covered tarrcawon
knornr{ty enters mr a lower ter towered tansaetan with a d The terms"cover.;transaction,' nMameS'
arson von is swooned debrtc neNgibe or vdmrz^ly sspenoev: Inelgiie 'partner 'p rscri'
e'en dee'rom. aT'COatIr m tne. generaldefined other p Federal
Goin,m antl he to n 2 CFR Pals excluded 1200 used m N&daze the
ers n t
depaflnt orgency Tray*Wien
thenate the anentiot me wih th Paw 15'J andYou maycontacttheaninnb
or defaultperry mayern�nae this ttansaylpn for case ropyhhsse regulations
tors 'Fr braCDnee ansa onC
or default reeyn'mnscobereo rat -Eton Tet eenagganteeIr yts'
sorbs to any'Feder tf.r an
n a paPIen a t Inn s
subg'rree Enacmefmanda Ter Cowe c anis
p-mr t gnats m c tan lower Ter Crew ergo ed-z
l Lg )bity and Regarding xclusinnt.-FirsTee Transreferactor
concord as transaction r et Tier Covered
Ter
Participants'
and Voluntary EarAu4ion-FwstTwy revs to the
partran ssubcvtaHsl erimo a cuvrea
Paedepmis' eaes x re Pa dance Mo as weer a Federal far
a The prospective tet tier pabcmare cores to the best of ohm erne or genial contractor
'Lower Ter moreagprrird 4io ha rneen Ter
rsNrowedge and ds4M.that and r6 pt^i pas Flattcecorertanfmhter, wnarrst-r Parc pantos ohea
overedi: anssuunitauberlr-irepnd pant ocher supplier)Ia Are nmpareddlypeteror sultry e.ch±dec'dm Tre•Fr�cearas lzuchasubnnpzton am supplant
pail enenttry
declared ineligible the-nacre
a vats henry edit
part r�agency submitting
6y any Fecera b The thsppropoaacatcvsnt the proposed
by
department cr agency sunscto e entered that shalootkproposedntr no
transactor be owed no Itshall nota reser
into
:r a b Have not seven a o three-year a cera car preent in de any the suspended deet Xd mein'a pa'•sa'whp y
againsst tbeenco•rmnMow of nod
car iudanial rendered exoaedsuspended C¢cln this
or'Woozy
agnnecttm'm Zorn ew3 dined to a e in.or offense dorm in excludedonze byoth herterpabm nt cr gengwill rich
transaction,un ens
a pinecbpn erthe
obtaining.W atwptpan mwedr or performing rhsact bytMdepadmerRa Agency will a'rph pa
a publicre eat 9aelton of Federal
amweainnalist r n3n5ad'm`mgvW.la
a stubnc transaction viDn crtonoerneme orState
rgey,
bribeynrramssrmdeuctcr icmecodser foking fa fThe pospecbve Prower pene
t I since this agrees by
an
brbeyS5'r me cr win destructof or raking fan submroninks atonR. rdm DebrnencSuspensonPeMec
statements,Cr receiving stolen property, CVoluntary
fi clusio Debarment Covered
Trete-action:e-ati n:rcy
and ut moderation
pa 11 brae Tux coon nsactons
43 At not b asmnory ew*witty°tottery/se Stteo!rya ova wrotaton is mag mwerteed tnatnbnexcedn
local
all 'hcocmiscn of 1y of the r Nene. oala re is rower ter IXmv..Jta•sxtons exceed no
Prepa n commissionofiter- ernes enumerated in the 5'.°000 threshold
Preplan,a1:.dthis cerchicatC✓' and
g A Da-rcpmn re a tamed rasadcm may My open a
141 Have not wbrm at'aee-yea prod pared rig this cenrcation d a prosperte pMbpant in a lower tor entree
appecanon,popos had one or more public transactions transa to'1l-at$not defamed,been.nett,mel g§ae.or
i redern Sure or boa` *mtnaec'o-cause°near vSar„mdy eackaded from to covered trsaeon unless I
e Where the Iva knows that the cewficabat is news A participant is
prospective padctpam a unable to ova to espanibleforrraunng that its prrcpab are not srape-oad,
any Or the statements hi tris ceflcatpr.sur prospective debarred a°Pierwse ew'pvbkm partner in cowered
partnere sea:tartar an expavmm tars proposal transactors To very to'Igtairty al Rs pnncpais as aye as
the eh/petty V ry:owee ter pmspectve pari pains ear
2 Instmcbons for Cect&at n-Lowey Tier Parbcrpanh partcpant may but is rot wearied to cheek M Tended
Pates L et Systerr'wry inn.'won encs On{ wh2r s
App robe to all stator/mots purchase prides and other compiled by the Ganem Services Admmistaion
lower Der transaction requiring prim FHWA approve'or
estmaed to cow.ll`_ODD a-rra't- CFR Parts•Fe sr c h tetxg coutwore r the brepn shall to conyryec to
12CCt require establishment of a rater of rtwrds r ore b Truer
i^pro ravine arrestor;requrec try this clause The
a fly sip-.vg as subnrnng thispoposa the prospective knowledge aro tMenrrabon of participant a not requrec to
ow tee re prevdng thE ternary se pateton exceed tar wh oh s normally possess.;ky a prudent persrr
the ordinary course cf stamens d.alrgs
O The cercabm in this claw is a rrate a rwptnentaton
c act arm tech waive was plane when ins trnctr Er:epMir;nacres authored under pa gra{a to
was entered rto If it is tater dete^nme;that the posp.ctve these euntcbms,ea panupam w a s..aw n trsaton
lower ter pancpam knowingly marred an renew knowingly enters no a bora tee covered transaction with a
ore-cater r anew to other mentees aeaable lo the person wno is susperdec debarred ndgbie,Cr sod:rnariy
Feoenl Sorrel the depattienr,or agency with which excluded from partzalsatm meet trasaaten,in addton to
other remedies available to the Federal Government,the
Exhibit 1 -Page 10 of 12
departrent or agency with which this transactor'onpinated
may pursue awn lab2e rememes.including suspension andloo
debrnen;
Gerhfication Regarding Debarment.Suspensnun.
Ineligibility and Voluntary Exclusion—Lower Tier
Participants:
1 The piospettive Icwer tier partcipani aerobes by
sober swot o+ths pre moa'.that neither 2 nor its pnnc-pals is
presenty debarred,suspendeo,proposed for debament,
declared ineligible,or voluntarily excluded from partioipatry in
coserec transatons by a*y Federal department or agency
2 Where the pmspect,ue lowet ter pa"tcipant I5 urahle to
ter*to any of the statements rr this cenir9ratcln sura
prospect ye pa•tc,pan'shah alar"an expanator to Ms
propcsal
IU CERTIFICATION REGARDING USE OF CONTRACT
FUNDS FOR LOBBYING
leis prwso is"palpable to a 4.Federal-aid canstruaton
Conpaas and It ail elates subt#Mra:t9 which exceed
5100 000 ptg CFF 20:
I The prospective partepanl centres by sgnmg ane
subcmttmg this be or proposal tome best a`his ar he-
linoale'.y`a aM Wel that
a fJc Federal appmpnatec`docs have been pa a cr wit be
paid,try or or beef of the undersigned,to any person fpr
inhuencmg ar at r tamp to influence an afloat or employee o'
any Fedora'agency,a Mentzer of Congress.an oRoar or
employee of Corges,or an employee of a Member of
Congress in cannecnon with the awarding o'any Federal
comae,the mak rg a'ay Federan gran, the maleng of any
Fedear loan the entetrg into of any cooperate agreement,
arid the extersior cctmnuation, renewal,amendment,or
mod:brawn of any Federal contract g'at loan,or
cooperative agreement
If any funds other t"ar.Federal appropnated hands have
been pad or will be paid to any person for iraluenarg Or
attempting to influence an office"or employee V any Feoera
agency.a Member of Congress,an officer o•employee c=
;angress cr an employee a'a Member o'Congress.n
connector with ms Fedora contract,rant loan or
cooperative agreement,He undersigned shall complete a^c
sJbmt Standard Fun+lLL 'D sdosu'e Fpm to Report
Lobbying'm accordance witr as instructons
2 This cntfcato^isa mate-a representation o'fad upon
wnch rehanoe was placee when this transaction was made or
entered into Sutmissicn o'this certrkWtan is a prerequ site
normal.ng o•entering into the trarsactor imposed by 21
3 C 1352 Ary person who fa.5 to tie the req;.,red
certf•cata^shall re ssblea to a cap'peaky of not less Ma-
$10 000 and^,ot more than 5100 030 for each s.ct`allure
3 The pros ean.e parncoant also agrees by 5.bn rtt-.g in
bid or proposal that the participant shall require that the
lalg:.age alibis ceroecatvn be In:Aided n al lower ter
subcontracts atm*a ceec 5100,000 and that aa such
recipients rail certify am'disoiose according&
Extubit 1-Page 11 of 12
ATTACHMENT A-ESNtDYMENT AND MATERIALS f The cof.^lltor fl m;tde the rewstons p';eawrs i
PREFERENCE FOR APPALACHINI DEVELOPMENT Mroufa of trueAmchment A et every sutcwnratfcr was
HIGHWAY SYSTEM OR APPALACHIAN LOCAL ACCESS anch s or reasonably may be,done as on-sle work
ROAD CONTRACTS
This grouser IS aro1..Cieto a&Feeratam pfr nos furcec
under the Atryalac ham Regiovl Dese/opmeth Ap re IPOri
DW rg the pe'fannam.40`tm5 cantata.Pt cortactr
undenakmg m do woA whits Is,or reasonably may be dose
as ossoe net shall Ase preference to qual*ed person who
-mg.I3iy teethe'r Me tabor areas des.grated by the D;,
whereto the contract work s sainted or the subrepior,or the
Appaact a^counties Mme State wherein the contract wrk s
staled tenth
a To the event that narked persons reg./ady res cog r
CY a ora arencr aia'lable
t, For the reasonable needs of the cmtracta to rnppy
some spry or specally eaprwnrxa personnel ne:essary lc
ass-re an evens wept on or the contact wort,
c For the mignon of the conbxtn to ere employment to
"restart or fane'enpioyees n the result da lawful inlet ice
barganrrg contract worded that the number M nonresident
Persons employed under Nis subpaaglar(lcl aha not
ea:et.70 percent re the total number 0f employees employer
tythe pomades on the Errata work,except as moron to
subparagraph ala;below
33 The'A'.tractx shallpace apt Order w'h the State
Employmere Service mdicanng far to classifications cethe
laborers mea*ama and other employees required to perform
the con t ath work.ft,the nunberor employees requ rep et
each elassficanen.(Ere date 0m watch the palc'pant
estimates such errybyees roll be required arc rd)any other
penmen rrtom+a n aquved by the Sale Employment
Servioeto mmpkte the at aper fan The jot nen may be
placed wish the State Enspbyment Service in wrgmg or by
rel phone H dump the coon or the contract work,to
r amao0s rn$abytesamanLxrtenoratpbwoe-
s substantially married,the parpogam shall promptly notify
re State Employment Service
3 The metatta shaligue fol 0.mslaraior to al qual?led
lob applicants referred When by the Sixes Employment
Semen The gwbacoe x not reamed 10 gam employnri to
any pt appoeas tun In fid OPmm :¢e nq%raged to
peronm the classtoaton eased required
4 Y wenn one week Manna the Varna o'apt Ethr by
to cmtacat wt the Store Employment Serves,re State
Employment Service is unable to refer any qualded pc
appL.alts to M coranwtor n*sr than the sante
requested the Slate Employment Serves wt fornaN a
certficse to the contractor mdioang the unavalabe Ty ef
aPpl':ants Such eery/bate shall be made a pal of the
aom-actofs permanent prgert records Upon toren of vs
cerMlcae the cormacar may employ persons vr,o co not
normally reside in the Imor area to Ni posher-5 covered by re
:etreoate -o:wttsa+drg the pronnos tsmpaay pt ::i
above
The povsrrn d:3 CFR e33 20 7:e'anew the
cortasing agency to provele a contactual xefemme to the
use of nmra resource materuls name to the Appalachian
Exhibit I-Page 12 of 12
EXHIBIT J, ADDITIONAL FEDERAL REQUIREMENTS
Federal laws and regulations that may be applicable to the Work include'
Executive Order 11246
Executive Order 11246 of September 24, 1965 entitled"Equal Employment Opportunity,"as amended by
Executive Order 11375 of October 13, 1967 and as supplemented in Department of Labor regulations(41 CFR
Chapter 60)(All construction contracts awarded in excess of$10,000 by the Local Agencys and their
contractors or the Local Agencys).
Copeland"Anti-Kickback"Act
The Copeland"Anti-Kickback"Act(18 U.S.C.874)as supplemented in Department of Labor regulations(29
CFR Part 3)(All contracts and sub-Agreements for construction or repair).
Davis-Bacon Act
The Davis-Bacon Act(40 U.S.0 276a to a-7)as supplemented by Department of Labor regulations(29 CFR
Part 5)(Construction contracts in excess of$2,000 awarded by the Local Agencys and the Local Agencys
when required by Federal Agreement program legislation.This act requires that all laborers and mechanics
employed by contractors or sub-contractors to work on construction projects financed by federal assistance
must be paid wages not less than those established for the locality of the project by the Secretary of Labor).
Contract Work Hours and Safety Standards Act
Sections 103 and 107 of the Contract Work Hours and Safety Standards Act(40 U.S.C.327-330)as
supplemented by Department of Labor regulations(29 CFR Part 5). (Construction contracts awarded by the
Local Agency's in excess of$2000, and in excess of$2,500 for other contracts which involve the employment
of mechanics or laborers).
Clear Air Act
Standards,orders.or requirements issued under section 306 of the Clear Air Act 442 U.S.C. 1857(h),section
508 of the Clean Water Act(33 U.S.C. 1368). Executive Order 11738,and Environmental Protection Agency
regulations(40 CFR Part 15)(contracts,subcontracts,and sub-Agreements of amounts In excess of
$100,000).
Energy Policy and Conservation Act
Mandatory standards and policies relating to energy efficiency which are contained in the state energy
conservation plan Issued in compliance with the Energy Policy and Conservation Act(Pub L.94-163).
OMB Circulars
Office of Management and Budget Grouters A-87,A-21 or A-122-and A-102 or A-110,whichever is applicable.
Hatch Act
The Hatch Act(5 USC 1501-1508)and Public Law 95-454 Seethe 4728.These statutes state that federal
funds cannot be used for partisan political purposes of any kind by any person or organization Involved in the
administration of federally-assisted programs
Nondiscrimination
42 USC 6101 et seq 42 USC 2000d,29 USC 794,and implementing regulation,45 C.F.R Part 80 et,seq
These acts require that no person shall,on the grounds of race.color,national origin,age,or handicap,be
excluded from participation in or be subjected to discrimination in any program or activity funded, in whole or
part,by federal funds
ADA
The Americans with Disabilities Act(Public Law 101-336,42 USC 12101, 12102, 12111-12117, 12131-12134,
12141-12150, 12161-12165, 12181-12189, 12201-12213 47 USC 225 and 47 USC 611.
Uniform Relocation Assistance and Real Property Acquisition Policies Act
The Uniform Relocation Assistance and Real Property Acquisition Policies Act,as amended (Public Law 91-
645,as amended and Public Law 100-17,101 Stat, 245-256).(lithe contractor is acquiring real property and
displacing households or businesses in the performance of the Agreement)
Drug-Free Workplace Act
The Drug-Free Workplace Act(Public Law 100-690 title V, subtitle D,41 USC 701 et seq)
Age Discrimination Act of 1975
The Age Discrimination Act of 1975,42 U S.C.Sections 6101 et.seq and Its implementing regulation,45
C F R, Part 91; Section 504 of the Rehabilitation Act of 1973,29 U.S.C.794,as amended,and Implementing
regulation 45 C.F.R.Part 84.
23 C.F.R.Part 172
23 C.F.R Part 172,concerning"Administration of Engineering and Design Related Contracts",
23 C.F.R Part 633
Exhibit J-Page 1 of 2
23 C,F.R Part 633,concerning"Required Contract Provisions for Federal-Aid Construction Contracts",
23 C.F.R.Part 635
23 C F R.Part 635, concerning"Construction and Maintenance Provisions",
Title VI of the Civil Rights Act of 1964 and 162(a)of the Federal Aid Highway Act of 1973
Title VI of the Civil R,ghts Act of 1964 and 162(a)of the Federal Aid Highway Act of 1973.The requirements for
which are shown in the Nondiscrimination Provisions,which are attached hereto and made a part hereof
Nondiscrimination Provisions:
In compliance with Title VI of the Civil Rights Act of 1964 and with Section 162(a)of the Federal Aid Highway
Act of 1973,the Contractor,for itself,its assignees and successors in interest,agree as follows:
I Compliance with Regulations
The Contractor will comply with the Regulations of the Department of Transportation relative to
nondiscrimination in Federally assisted programs of the Department of Transportation(Title 49,Code
of Federal Regulations, Part 21,hereinafter referred to as the"Regulations"),which are herein
incorporated by reference and made a part of this Agreement
a.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
aiscrimination 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 Contractors obligations under this
Agreement and the Regulations relative to nondiscnmination 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 faits 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 Contractors noncompliance with the nondiscrimination provisions of this
Agreement,the State shall impose such contract sanctions as it or the FHWA may determine to be
appropriate, including,but not limited to:a.Withholding of payments to the Contractor under the
contract until the Contractor complies,and/or b.Cancellation,termination or suspension of the
contract, in whole or in part.
Incorporation of Provisions§22
The Contractor will include the provisions of this Fxhibit J in every subcontract,including procurement of
materials and leases of equipment,unless exempt by the Regulations,orders,or instructions issued
pursuant thereto,The Contractor will take such action with respect to any subcontract or procurement as
the State or the FHWA may direct as a means of enforcing such provisions.ncluding 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 7-Page 2 of 2
EXHIBIT K, FFATA SUPPLEMENTAL FEDERAL PROVISIONS
State of Colorado
Supplemental Provisions for
Federally Funded Contracts,Grants,and Purchase Orders
Subject to
The Federal Funding Accountability and Transparency Act of 2006(FFATA),As Amended
Revised as of 3-20-13
The contract, grant, or purchase order to which these Supplemental Provisions are attached has been funded,
in whole or in part,with an Award of Federal funds. In the event of a conflict between the provisions of these
Supplemental Provisions,the Special Provisions, the contract or any attachments or exhibits incorporated into
and made a pad of the contract,the provisions of these Supplemental Provisions shall control
1. Definitions. For the purposes of these Supplemental Provisions,the following terms shall have the
meanings ascribed to them below
1.1. "Award" means an award of Federal financial assistance that a non-Federal Entity receives or
administers in the form of
1.1.1.Grants;
1.1.2.Contracts,
1.1.3. Cooperative agreements,which do not include cooperative research and development
agreements(CRDA)pursuant to the Federal Technology Transfer Act of 1986, as
amended(15 U S C 3710);
1.1.4.Loans;
1.1.5.Loan Guarantees,
1.1.6.Subsidies,
1.1.7.Insurance,
1.1.8.Food commodities;
1.1.9.Direct appropriations;
1.1.10. Assessed and voluntary contributions;and
1.1.11. Other financial assistance transactions that authorize the expenditure of Federal funds by
non-Federal Entities
Award does not include:
1.1.12. Technical assistance,which provides services in lieu of money;
1.1.13. A transfer of title to Federally-owned property provided in lieu of money;even if the award
is called a grant,
1.1.14. Any award classified for security purposes; or
1.1.15. Any award funded in whole or in part with Recovery funds, as defined in section 1512 of
the American Recovery and Reinvestment Act(ARRA)of 2009 (Public Law 111-5)
1.2. "Contract" means the contract to which these Supplemental Provisions are attached and includes all
Award types in §1.1.1 through 1.1.11 above
1.3. "Contractor' means the party or parties to a Contract funded, in whole or in part,with Federal
financial assistance,other than the Prime Recipient, and includes grantees, subgrantees,
Subrecipients, and borrowers. For purposes of Transparency Act reporting, Contractor does not
include Vendors
1.4. "Data Universal Numbering System(DUNS)Number" means the nine-digit number established
and assigned by Dun and Bradstreet, Inc to uniquely identify a business entity. Dun and Bradstreet's
website may be found at: http://fedgov.dnb.com/webform.
1.5. "Entity" means all of the following as defined at 2 CFR part 25, subpart C,
1.5.1. A governmental organization,which is a State, local government,or Indian Tribe;
1.5.2.A foreign public entity,
1.5.3.A domestic or foreign non-profit organization;
Exhibit K-Page 1 of 4
1.5,4.A domestic or foreign for-profit organization;and
1.5.5. A Federal agency.but only a Subrecipient under an Award or Subaward to a non-Federal
entity
1.6. "Executive" means an officer.managing partner or any other employee in a management position.
1.7. "Federal Award Identification Number(FAIN)" means an Award number assigned by a Federal
agency to a Prime Recipient
1.8. "FFATA" means the Federal Funding Accountability and Transparency Act of 2006(Public Law 109-
282),as amended by§6202 of Public Law 110-252. FFATA,as amended,also is referred to as the
"Transparency Act"
1,9. "Prime Recipient" means a Colorado State agency or institution of higher education that receives an
Award
1,10. "Subaward"means a legal instrument pursuant to which a Prime Recipient of Award funds awards
all or a portion of such funds to a Subrecipient, in exchange for the Subrecipient's support in the
performance of all or any portion of the substantive project or program for which the Award was
granted.
1.11. "Subrecipient" means a non-Federal Entity(or a Federal agency under an Award or Subaward to a
non-Federal Entity)receiving Federal funds through a Prime Recipient to support the performance of
the Federal project or program for which the Federal funds were awarded.A Subrecipient is subject to
the terms and conditions of the Federal Award to the Prime Recipient,including program compliance
requirements.The term "Subrecipient"includes and may be referred to as Subgrantee.
1.12. "Subrecipient Parent DUNS Number" means the subrecipient parent organization's 9-digit Data
Universal Numbering System(DUNS)number that appears In the subrecipient's System for Award
Management(SAM)profile,If applicable.
1.13. "Supplemental Provisions" means these Supplemental Provisions for Federally Funded Contracts,
Grants,and Purchase Orders subject to the Federal Funding Accountability and Transparency Act of
2006.As Amended,as may be revised pursuant to ongoing guidance from the relevant Federal or
State of Colorado agency or institution of higher education.
1.14. "System for Award Management(SAM)"means the Federal repository into which an Entity must
enter the information required under the Transparency Act,which may be found at
htlp:Hwwwsam.eov.
1.15. "Total Compensation" means the cash and noncash dollar value earned by an Executive during the
Prime Recipient's or Subrecipient's preceding fiscal year and Includes the following:
1.15.1. Salary and bonus,
1.15.2. Awards of stock,stock options,and stock appreciation rights,using the dollar amount
recognized for financial statement reporting purposes with respect to the fiscal year in
accordance with the Statement of Financial Accounting Standards No. 123(Revised
2005)(FAS 123R),Shared Based Payments;
1.15.3. Earnings for services under non-equity incentive plans, not including group life, health,
hospitalization or medical reimbursement plans that do not discriminate in favor of
Executives and are available generally to all salaried employees;
1.15.4. Change in present value of defined benefit and actuarial pension plans:
1.15.5. Above-market earnings on deferred compensation which is not tax-qualified;
1.15.6. Other compensation, if the aggregate value of all such other compensation(e.g
severance,termination payments,value of life insurance paid on behalf of the employee,
perquisites or property)for the Executive exceeds$10,000
1.16. "Transparency Act"means the Federal Funding Accountability and Transparency Act of 2006(Public
Law 109-282),as amended by§6202 of Public Law 110-252. The Transparency Act also is referred
to as FFATA
1.17 "Vendor"means a dealer,distributor,merchant or other seller providing property or services required
for a project or program funded by an Award.A Vendor is not a Prime Recipient or a Subrecipient and
Exhibit K 'Page 2 of 4
is not subject to the terms and conditions of the Federal award Program compliance requirements do
not pass through to a Vendor.
2. Compliance. Contractor shall comply with all applicable provisions of the Transparency Act and the
regulations issued pursuant thereto,including but not limited to these Supplemental Provisions Any
revisions to such provisions or regulations shall automatically become a part of these Supplemental
Provisions,without the necessity of either party executing any further instrument.The State of Colorado
may provide written notification to Contractor of such revisions,but such notice shall not be a condition
precedent to the effectiveness of such revisions
3. System for Award Management(SAM)and Data Universal Numbering System(DUNS)Requirements.
3.1. SAM.Contractor shall maintain the currency of its information in SAM until the Contractor submits the
final financial report required under the Award or receives final payment,whichever is later
Contractor shall review and update SAM information at least annually after the initial registration,and
more frequently if required by changes in its information.
3.2. DUNS.Contractor shall provide its DUNS number to its Prime Recipient,and shall update
Contractor's information in Dun&Bradstreet, Inc.at feast annually after the initial registration, and
more frequently if required by changes in Contractor's information.
4. Total Compensation. Contractor shall include Total Compensation in SAM for each of its five most highly
compensated Executives for the preceding fiscal year if:
4.1. The total Federal funding authorized to date under the Award is$25,000 or more; and
4.2. In the preceding fiscal year,Contractor received;
4.2.1. 80%or more of Its annual gross revenues from Federal procurement contracts and
subcontracts and/or Federal financial assistance Awards or Subawards subject to the
Transparency Act;and
4.2.2. $25,000,000 or more in annual gross revenues from Federal procurement contracts and
subcontracts and/or Federal financial assistance Awards or Subawards subject to the
Transparency Act;and
4.3. The public does not have access to information about the compensation of such Executives through
periodic reports filed under section 13(a)or 15(d)of the Securities Exchange Act of 1934(15 U.S C.
78m(a),78o(d)or§6104 of the internal Revenue Code of 1986
5. Reporting.Contractor shall report data elements to SAM and to the Prime Recipient as required in§7
below if Contractor is a Subrecipient for the Award pursuant to the Transparency Act No direct payment
shall be made to Contractor for providing any reports required under these Supplemental Provisions and the
cost of producing such reports shall be included in the Contract price The reporting requirements in§7
below are based on guidance from the US Office of Management and Budget(OMB), and as such are
subject to change at any time by OMB. Any such changes shall be automatically incorporated into this
Contract and shall become part of Contractor's obligations under this Contract, as provided in §2 above
The Colorado Office of the State Controller will provide summaries of revised OMB reporting requirements
at httpafww,v_Colorado.gov/dpatdfotsmtFFATA.htm.
6. Effective Date and Dollar Threshold for Reporting.The effective date of these Supplemental Provisions
apply to new Awards as of October 1,2010 Reporting requirements in§7 below apply to new Awards as of
October 1, 2010,if the initial award is$25,000 or more, If the initial Award is below$25,000 but subsequent
Award modifications result in a total Award of$25,000 or more,the Award is subject to the reporting
requirements as of the date the Award exceeds$25,000. If the initial Award is$25,000 or more, but funding
is subsequently de-obligated such that the total award amount falls below$25,000,the Award shall continue
to be subject to the reporting requirements.
7. Subrecipient Reporting Requirements. If Contractor is a Subrecipient,Contractor shall report as set forth
below.
Exhibit K -Page 3 of 4
7.1 ToSAM. A Subrecipient shall register in SAM and report the following data elements in SAM for each
Federal Award Identification Number no later than the end of the month following the month in which
the Subaward was made-
7.1.1 Subrecipient DUNS Number
7.1.2 Subrecipient DUNS Number+4 if more than one electronic funds transfer(EFT)account,
7.1.3 Subreciplent Parent DUNS Number;
7.1.4 Subrecipient's address, including: Street Address, City, State,Country,Zip +4,and
Congressional District;
7.1.5 Subrecipient's top 5 most highly compensated Executives if the criteria in §4 above are
met;and
7.1.6 Subrecipient's Total Compensation of top 5 most highly compensated Executives if
criteria in§4 above met.
7.2 To Prime Recipient, A Subrecipient shall report to its Prime Recipient,upon the effective date of the
Contract,the following data elements.
72.1 Subrecipient's DUNS Number as registered in SAM.
7.2.2 Primary Place of Performance Information,including Street Address, City, State,
Country,Zip code+4,and Congressional District.
8. Exemptions.
8.1. These Supplemental Provisions do not apply to an individual who receives an Award as a natural
person,unrelated to any business or non-profit organization he or she may own or operate in his or
her name
8.2 A Contractor with gross income from all sources of less than$300,000 in the previous tax year is
exempt from the requirements to report Subawards and the Total Compensation of its most highly
compensated Executives
8.3 Effective October 1,2010,'Award"currently means a grant, cooperative agreement, or other
arrangement as defined in Section 1.1 of these Special Provisions. On future dates"Award"may
include other items to be specified by OMB in policy memoranda available at the OMB Web site;
Award also will include other types of Awards subject to the Transparency Act.
8.4 There are no Transparency Act reporting requirements for Vendors.
Event of Default. Failure to comply with these Supplemental Provisions shall constitute an event of default
under the Contract and the State of Colorado may terminate the Contract upon 30 days prior written notice if the
default remains uncured five calendar days following the termination of the 30 day notice period.This remedy
will be in addition to any other remedy available to the State of Colorado under the Contract, at law or in equity.
Exhibit K-Page 4 of 4
EXHIBIT 14, SAMPLE SUBRECIPIENT MONITORING AND RISK
ASSESSMENT
A® COOT SUBRECIPIENT RISK ASSESSMENT Date:
Nmneof Entity iPenq-
Name of Project/Program:
Esdnared Award Period
Entity Eaaulrve arae.or VP: ..
_ Entity Chief f mancral ChiefOfficer
EntdyRepreereaoye for this golf Assessment
h. yea nrfsee lastratticeresabkemoew iybm.iaa
A.oak only one boxfor each question Allgoesbom are required to beaiwaerel. Ya No 'A
J.Mere the Tommenruefhn below the lastquesrlai for adeltiaarrespwva.
3 When complete,check the tar at the bottom of the Jam m oatbare
EXP6IMILEAtK+ESSMENT Y. r yA
1 Is your entity naw to operating or maragirp federal funds(Kismet doe so wbwn the Past three
rant
z H AM fading program new for your etml-(managed for less than thiee yea,)'tlempks of
f✓Mbgprograms/ :IWe(MAO,TAP,STP-M. ❑ ❑
3 ones your staff acs gruel to the Program have at least tine Na years of eperfaupnm Itis ❑ IJ
federal Program?
MONITORING/AUDIT ASSESSMENE Per a WA
4 Has your entity had anasatepueect or want review from anexteral mute(e4.m01,
1111101)within the last three years? 11
)Were there nonce prance issues m Mspdm review' I I IJ `. l
b)twwhat were the number and extent of?+sues In prior review' fl (itiv 2 ]
OPERATION ASSESSMENT Y. r yx
b Doo your entity have a time and effort mporting system In place to noon for 100%of all
employees'time,that can provide a breakdown of the actual time spemoneachfunded I— ❑
prtct?IfNo,in the comment section PFareeapi*,haw yov Mend ,doormen)IWY%of
horn worked by employees arta breakdown of time pent wreath fading pro/a t
EINAKfN.ASSESSA4E$T Y. a WA
Ta)Mesyour entity have an Indirect mot rate thatls approved and=rent? ❑ I (7 I
b)If Yes,who approved the rate,and what date was It approved'
a&tit gardfaward IO%or mareofyourendNsawe flfandmg? Li I
ton
9 Has your entity returned lapsed"funds>"PUMye'ands when they ore m longer available for arae
offiriterion
your
111 Has your entity had difficulty meeting local match renuhemelo in the last three years? rl ❑ fl
II What is the tote federal funding your entity has been awarded for the Iasi federal fiscal year,
and what is year endNV fiscal prat end'
Exhibit L-Page 1 of 3
Nc@RNIt tONmROIS ASSESSMENT w w. WA
fl Has yoar entity had any tari ant lunges in key pemrwi or acmua4ng systems)in the last
year?(ea,Controller,kyer.Director.ProgramMt*counting Mgr,etc)f Yes,so the ❑ ❑ _.
wmn,cntsecdon,pease kien*the aamnig cysmnts),ond/or lea pes ,efpoJtbns and
identify any that are wont.
13 Does your enttyhave financial procedures era wads in place toacmn,nodate a larderann ❑ ❑
prdaa?
14 Does your accounting system identify the receipts any esperaitws of program teas ❑ ❑ .
sryarettay for each awards
II WA your accounting system prwae for the recording ofegnrdiwres for each award by the !_)_ft
udget cost categories stom lo theapprrved bodge)?
gg floes your agency have a review process few all expenditures that will ensure that an costare
reasonable,allowable arid allocated correctly to each funding source?*Yes,in the comment I r
secton,please explain your anent process for resyewkgcost.
it How many total RE perform actthndng Iunctias within your organisation? I I [_; LI
.6 2w5 <2
NAPACTASS SSMENT vas w gPh
jg For this upcoming federal award or in the Inert-date hrwre,does your entity have any potential
conflctsof interest`in accordance with applicable Federal awrdigageity pent-elf Yes.
Please disclose these cots in writing abrg south supporting lrfona:lion,and submit with ❑ LI
Din form ('Ant Maces mtmlles orrSmwelaq tett reasonable appear to be In mnflrt with thelhdl
oo-t..,wrtr of Ow sdreonrtm'sotwpaswvnro WAr e.1
1_For this award,has your entity disclosed to COOT,in crttbg violators of Federal criminal law
inmxmgfraud,bribe-y-or gratuity s=aatices potentiagyaffecmgthe award?Response ❑ TI
options:
Y6=Check if hove one or more sinbhon(s)and how either disdosed previously to COOT or Os
pan of this form In the wrmnent section flit ogvyobcbm s.4th names of supporting
documentation and submit with this form
NO=peck those one or more vfolotioo(s)and hove not drabsedpreviously or wiRnot
discbseos parrot this form.Explain in the wmmenr section.
WA =Check:if hove no'Notations,
PRWRAM MANAGEMENT ASSESSMENT ye. w WA
;g hoes your entity have a written prrr syproc Nure or certification statement approved by your
governing beard ensuring critical present personnel are capable ofeffectely managing Federal ^ [ T]
aid Protects?If Ye&please submit with this form
21 Does your entity have written procurement pdicies orcert kation statement for consult-art
selection approved byyair governing board Incompliance with 23CFR 1W?f Yes,please L-, ❑
submit with this form (rTe Bnwld Accrepuns°permits to promote Poen CanpeMbn byodyensmp,
anbry,relearns and negotiating Wert=based on demonstrated carnpHface and oualdealmons at a
four
and reasonable pn e.)
zUells your staff familiar with the relevant CC)T manuals and federal program requirements? El Ti LI
b)Daes yo rentity?ave a written policya certification statement approved by your
governing board assuring federa Said protests will receive adequate inspections?If Yes,please 7 Ti ❑ ❑
submit with ma form.
c)Does your entity have a written process or a certifi26on statement approved by your
governing board assuring a contractor's work will be completed in conformance with approved F D ❑
Plans and specifications?If Yes,piratesubnur vett tnh form.
Exhthit L-Page 2 of 3
d}Does your entity have a-eaten Pnl r or eclkation statement approved by your govnnmm
boardaswrng that materials installed on the projects are sampled and tested per approved I J r] fl
processes.q Et%please submit with ths(o_
el toes you entity have a mitten poky°,certification statement approved by your govemmg
board assuring that only VS manufactured Steel will be incorporated into the project(Buy I it fl
Americo reawre rents),e yes,akose submit with this tom
Comments-As needed,aclude the question number and provide comments related to the above questions.
Miert additional rows as needed.
—I Dy demi;this box the exnupeemittr,Wo Chief Anmc,&g5tero this entity*walla.that aft rAJ a,
fn/mrnel*a provided on tiggeme b rive ob[mnt �.� v20l06181bl
Exhihtt L-Page 3 of 3
EXHIBIT NI, OMB Uniform Guidance for Federal Awards
Subject to
The Office of Management and Budget Uniform Administrative Requirements,Cost Principles,and Audit
Requirements for Federal Awards("Uniform Guidance",
Federal Register,Vol.78,No.248,78590
The agreement to which these Uniform Guidance Supplemental Provisions are attached has been funded,in whole or in
part,with an award of Federal funds. In the event ofa conflict between the provisions of these Supplemental Provisions,
the Special Provisions,the agreement or any attachments or exhibits incorporated into and made a part of the agreement,
the provisions of these Uniform Guidance Supplemental Provisions shall control In the event of a conflict between the
provisions of these Supplemental Provisions and the FFATA Supplemental Provisions,the FFATA Supplemental
Provisions shall control,
9. Definitions.For the purposes of these Supplemental Provisions,the following terms shall have the meanings ascribed
to them below.
9.1. "Award"means an award by a Recipient to a Subrecrpient funded in whole or in part by a Federal Award. The
terms and conditions of the Federal Award flow down to the Award unless the terms and conditions of the
Federal Award specifically indicate otherwise, 2 CFR§200 38
91. "Federal Award"means an award of Federal financial assistance or a cost-reimbursement contract under the
Federal Acquisition Requirements by a Federal Awarding Agency to a Recipient. "Federal Award"also means
an agreement setting forth the terms and conditions of the Federal Award The term does not include paynivuts
to a contractor or payments to an individual that is a beneficiary of a Federal program
9.3. "Federal Awarding Agency"means a Federal agency providing a Federal Award to a Recipient.2 CFR
§200.37
9.4. "FFATA"means the Federal Funding Accountability and Transparency Act of 2006(Public Lau 109.2821,as
amended by§6202 of Public taw 110-252
9.5. "Grant"or"Grant Agreement"means an agreement setting forth the terms and conditions of an Award. The
term does not include an agreement that provides only direct Federal cash assistance to an individual,a subsidy,
a loan,a loan guarantee, insurance.or acquires property or services for the direct benefit of use of the Federal
Awarding Agency or Recipient. 2 CFR§200.51.
9.6. "OMB"means the Executive Office of the President,Office of Management and Budget.
9.7. "Recipient"means a Colorado State department,agency or institution of higher education that receives a
Federal Award from a Federal Awarding Agency to carry out an activity under a Federal program The term
does not include Subrecipients. 2 CFR§200.86
9.8. "State"means the State of Colorado,acting by and through its departments,agencies and institutions of higher
education
9.9. "Subreeipient"means a non-Federal entity receiving an Award from a Recipient to carry out part ofa Federal
program. The term does not include an India. dual who is a beneficiary of such program.
9,10. "Uniform Guidance"means the Office of Management and Budget Uniform Administrative Requirements,
Cost Principles,and Audit Requirements for Federal Awards,which supersedes requirements from OMB
Circulars A-21,A-87,A-110,and A-122,OMB Circulars A-89,A-102,and A-13:3,and the guidance in Cucuta'
A-50 on Single Audit Act follow-up. The terms and conditions of the Uniform Guidance flow down to Awards
to Subrcerpients unless the Uniform Guidance or the terms and conditions of the Federal Award specifically
indicate otherwise.
9.11, "Uniform Guidance Supplemental Provisions"means these Supplemental Provisions for Federal Awards
subject to the OMB Uniform Guidance,as may be revised pursuant to ongoing guidance from relevant Federal
agencies or the Colorado State Controller
10. Compliance.Subrecipient shall comply with all applicable provisions of the Uniform Guidance,including but not
limited to these Uniform Guidance Supplemental Provisions. Any revisions to such provisions automatically shall
Exhibit M -Page 1 of 5
become a part of these Supplemental Provisions,without the necessity of either party executing any further instrument.
7 he State of Colorado may provide written notification to Subrecipient of such revisions,but such notice shall not he a
condition precedent to the effectiveness of such revisions.
tt. Procurement Standards.
3.1 Procurement Procedures. Subrecipient shall use its own documented procurement procedures which reflect
applicable State,local,and Tribal laws and regulations,provided that the procurements conform to applicable
Federal law and the standards identified in the Uniform Guidance,including without limitation, §§200.318
through 200326 thereof.
3,2 Procurement of Recovered Materials. If Subrecipient is a State Agency or an agency of a political
subdivision of a state,its contactors roust comply with suction 6002 of the Solid Waste Disposal Act,as
amended by the Resource Conservation and Recovery Act, The requirements of Section 6002 include procuring
only items designated in guidelines of the Environmental Protection Agency(EPA)at 40 CFR part 247 that
cement the highest percentage of recovered materials practicable,consistent with maintaining a satisfactory
level of competition,where the purchase pnce of the item exceeds$10,000 or the value of the quantity acquired
during the preceding fiscal year exceeded$10,000;procuring solid waste management services in a manner that
maxinures energy and resource recovery,and establishing an affirmative procurement program for procurement
of recovered matenals identified in the EPA guidelines.
4 Access to Records.Subrecipient shall permit Recipient and auditors to have access to Subrecipient's records and
financial statements as necessary for Recipient to meet the requirements of§200 331 (Requirements for pass-through
entities), §§200.300(Statutory and national policy requirements)through 200.309(Period of performance),and
Subpart F-Audit Requirements of the Uniform Guidance. 2 CFR§200.331(a)(5).
5. Single Audit Requirements. If Subrecipient expends$750,000 or more in Federal Awards during Subrempient's
fiscal year,Subrecipient shall procure or arrange for a single or program-specific audit conducted for that year in
accordance with the provisions of Subpart F-Audit Requirements of the Uniform Guidance,issued pursuant to the
Single Audit Act Amendments of 1996,(31 U.S.C.7501-7507). 2 CFR §200501.
5.1 Election, Subrecipient shall have a single audit conducted in accordance with Uniform Guidance§200.514
(Scope of audit),except when it elects to have a program-specific audit conducted in accordance with§700.507
(Program-specific audits). Subrecipient may elect to have a program-specific audit if Subrecipient expends
Federal Awards under only one Federal program(excluding research and development)and the Federal
program's statutes,regulations,or the terms and conditions of the Federal award do not require a financial
statement audit of Recipient A program-specific audit may not be elected for research and development unless
all of the Federal Awards expended were received from Recipient and Recipient approves in advance a
program-specific audit.
5.2 Exemption.if Subrecipient expends less than$750,000 in Federal Awards during its fiscal year,Subrecipient
shall be exempt from Federal audit requirements for that year,except as noted in 2 CFR§200.503(Relation to
other audit requirements),but records shall be available for review or audit by appropriate officials of the
Federal agency,the State,and the Government Accountability Office.
5.3 Subrecipient Compliance Responsibility.Subrecipient shall procure or otherwise arrange for the audit
required by Part F of the Uniform Guidance and ensure it is properly performed and submitted when due in
accordance with the Uniform Guidance, Subrecipient shall prepare appropnate financial statements,including
the schedule of expenditures of Federal awards in accordance with Uniform Guidance§200.510(Financial
statements)and provide the auditor with access to personnel,accounts,books,records,supporting
documentation,and other information us needed for the auditor to perform the audit required by Uniform
Guidance Parr F-Audit Requirements.
6. Contract Provisions for Subrecipient Contracts. Subrecipient shall comply with and shall include all of the
following applicable provisions in all subcontracts entered into by it pursuant to this Grant Agreement,
6.1 Equal Employment Opportunity.Except as otherwise provided under 41 CFR Part 60.all contracts that meet
the definition of"federally assisted construction contract"in 41 CFR Part 60-1.3 shall include the equal
opportunity clause provided under 41 CFR 60-1.4(b),in accordance with Executive Order 11246,"Equal
Employment Opportunity"(30 F R 12319, 12935,3 CFR Part, 1964-1965 Comp,p.339),as amended by
Exhibit M-Page 2 of 5
Executive Order 1137.5,"Amending Executive Order 11246 Relating to Equal Employment Opportunity,"and
implementing regulations at 41 CFR part 60,"Office of Federal Contract Compliance Programs,Equal
Employment Opportunity,Department of Labor"
"Dung the performance of this contract,the contractor agrees as follows:
(I) The contractor will not discriminate against any employee or applicant for employment because of
race,color,religion.sex,or national origin. The contractor will take affirmative action to ensure that applicants
are employed,and that employees are treated dunng employment,without regard to their race,color,religion,
sex,or national origin. Such action shall include,but not be limited to the following: Employment,upgrading,
demotion,or transfer,recruitment or recruitment advertising;layoff or termination;rates of pay or other forms
of compensation;and selection for training,including apprenticeship The contractor agrees to post in
conspicuous places.available to employees and applicants for employment,notices to be provided by the
contracting officer setting forth the provisions of this nondiscrimination clause.
(2) The contractor will.in all solicitations or advertisements for employees placed by or on behalf of the
contractor,state that all qualified applicants will receive consideration for employment without regard to race,
color,religion,sex,or national origin.
(3) The contractor will send to each labor union or representative of workers with which he has a collective
bargaining agreement or other contract or understanding,a notice to be provided by the agency contracting
officer,advising the labor union or workers'representative of the contractors commitments under section 202 of
Executive Order 11246 of September 24, 1965,and shall post copies of the notice in conspicuous places
available to employees and applicants for employment.
(4) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965,and
of the rules.regulations,and relevant orders of the Secretary of Labor.
(5) The contractor will furnish all information and reports required by Executive Order 11246 of
September 24, 1965,and by the rules.regulations,and orders of the Secretary of Labor,or pursuant thereto,and
will permit access to his books,records,and accounts by the contracting agency and the Secretary of Labor fur
purposes of investigation to ascertain compliance with such rules.regulations,and orders.
(6) In the event of the contractors non-compliance with the nond&scrirmnation clauses of this contract or
with any of such rules,regulations,or orders,this contract may be canceled,terminated or suspended in whole
or in part and the contractor maybe declared ineligible for further Government contracts m accordance with
procedures authorized in Executive Order 11246 of September 24, 1965,and such other sanctions may be
imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965,or by rule,
regulation,or order of the Secretary of Labor or as otherwise provided by law.
(7) The contractor will include the provisions of paragraphs(1)through(7)in every subcontractor
purchase order unless exempted by rules,regulations,or orders of the Secretary of Labor issued pursuant to
section 204 of Executive Order 11246 of September 24, 1965,so that such provisions will be binding upon each
subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order
as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for
noncompliance. Winded,however, that in the event the contractor becomes involved in,or is threatened with,
litigation with a subcontractor or vendor as a result of such direction,the contractor may request the United
States to enter into such litigation to protect the interests of the United States"
4.2 Davis-Bacon Act. Davis-Bacon Act,as amended(40 U.S.C.3141-3148), When required by Federal program
legislation,all prime construction contracts in excess of 52,000 awarded by non-Federal entities must include a
provision for compliance with the Davis-Bacon Act(40 U S.C.3141-3144,and 3146-3148)as supplemented by
Department of Labor regulations(29 CFR Part 5,"Labor Standards Provisions Applicable to Contracts
Covering Federally Financed and Assisted Construction"). In accordance with the statute,contractors must be
required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage
determination made by the Secretary of Labor. In addition,contractors must be required to pay wages not less
than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued
by the Department of Labor in each solicitation The decision to award a contract or subcontract must be
conditioned upon the acceptance of the wage determination The non-Federal entity must report all suspected or
reported violations to the Federal awarding agency The contracts must also include a provision for compliance
with the Copeland"Ann-Kickback"Act(40 U.S.C.3145).as supplemented by Department of labor regulations
(29 CFR Part 3,"Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in
Exhibit M -Page 3 of 5
Part by loans or Grants from the United Stares") The Act provides that each contractor or Subrecipient must
be prohibited from inducing,by any means,any person employed in the construction,completion,or repair of
public work,to give up any part of the compensation to which he or she is otherwise entitled The non-Federal
entity must report all suspected or reported violations to the Federal awarding agency.
4.3 Rights to Inventions Made Under a Contract or Agreement. If the Federal Award meets the definition of
"funding agreement"under 37 CFR§401 2(a)and Subrecipient wishes to enter into a contract with a small
business Zinn or nonprofit organization regarding the substitution of parties,assignment orperfonnance of
expenmental,developmental,or research work under that"funding agreement,'Subrecipient must comply with
the requirements of 37 CFR Part 401,"Rights to Inventions Made by Nonprofit Organizations and Small
Business Firms Under Government Grants,Contracts and Cooperative Agreements;'and any implementing
regulations issued by the awarding agency.
4.4 Clean Mr Act(42 U.S.C.7401-7671y.)and the Federal Water Pollution Control Act(33 U.S.C. 1251-
1387),as amended. Contracts and subgrants of amounts in excess of S150,000 must contain a provision that
requires the non-Federal award to agree to comply with all applicable standards,orders or regulations issued
pursuant to the Clean Ail Act(42 U.S.0 7401-76714)and the Federal Water Pollution Control Act as amended
(33 U.S.C. 1251-1387).Violations must be reported to the Federal awarding agency and the Regional Office of
the Environmental Protection Agency(EPA).
4.5 Debarment and Suspension(Executive Orders 12549 and 12689). A contract award(see 2 CFR )80.220)
must not be made to parties listed on the government wide exclusions in the System for Award Management
(SAM),in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12544(3 CFR
part 1986 Comp.,p. 189)and 12689(3 CFR part 1989 Comp,p 235),"Debarment and Suspension" SAM
Exclusions contains the names of parties debarred,suspended,or otherwise excluded by agencies,as well as
parties declared ineligible under statutory or regulatory authority other than Executive Older 12549.
44 Byrd Anti-Lobbying Amendment(31 U.S.C.1352).Contractors that apply or hid for an award exceeding
5100,00)must file the required certification. Each tier certifies to the tier above that it will not and has not used
Federal appropriated funds to pay any person or organization for influencing or attempting to influence an
officer or employee of any agency,a member of Congress,officer or employee of Congress,or an employee of a
member of Congress in connection with obtaining any Federal contract,grant or any other award covered by 31
U.S.0 1352 Each tier must also disclose any lobbying with non-Federal funds that takes place in connection
with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award
7. Certifications. Unless prohibited by Federal statutes or regulations,Recipient may require Subrecipient to submit
certifications and representations required by Federal statutes or regulations on an annual basis. 2 CFR §200.208.
Submission may be required more frequently if Subrecipient fails to meet a requirement of the Federal award
Subrecipient shall certify in writing to the State at the end of the Award that the project or activity was completed or
the level of effort was expended. 2 CFR§200.201(3). If the required level of activity or effort was not earned out.the
amount of the Award must be adjusted.
1.8. Event of Default. Failure to comply with these Uniform Guidance Supplemental Provisions shall constitute an
event of default under the Grant Agreement(7 CFR §200.339)and the State may terminate the Grant upon 30 days
prior written notice if the default remains uncured five calendar days following the termination of the 30 day notice
period. This remedy will be in addition to any other remedy available to the State of Colorado under the Grant,at law
or in equity
9. Effective Date. The effective date of the Uniform Guidance is December 26,2013 2 CFR§200 110 The
procurement standards set forth m Uniform Guidance§§200 317-200.326 are applicable to new Awards made by
Recipient as of December 26,2015. The standards set forth in Uniform Guidance Subpart F-Audit Requirements are
applicable to audits of fiscal years beginning on or after December 26,2014
10. Performance Measurement
The Uniform Guidance requires completion of OMB-approved standard information collection forms(the PPR). The
form focuses on outcomes,as related to the Federal Award Performance Goals that awarding Federal agencies arc
required to detail in the Awards
Exhibit M-Page 4 of 5
Section 200 301 provides guidance to Federal agencies to measure performance in a way that will help the Federal
awarding agency and other non-Federal entities to improve program outcomes.
The Federal awarding agency is required to provide recipients with clear perfonnance goals,indicators,and milestones
(200.212. Also,must require the recipient to relate financial data to performance accomplishments of the Federal
award
Exhibit M-Page 5 of 5
STATE OF COLORADO
DEPARTMENT OF TRANSPORTATION C D o T
Alb
Engineering Contract CO
2829 W. Howard Place. 3N Floor i
Denver, Colorado 80202
(303) 757-9747
July 11, 2018
Jonah Frank, Pitkin County Fleet Manager
Pitkin County
76 Service Center Road
Aspen, CO 81611
Re. Onginal Contract No.. 18-HA3-ZH-00034
Contract Routing No. same
CDOT #471001159
Sub Account No.. 21932
Dear Mr. Jonah Frank:
Enclosed for your records on this project please find an original, fully executed and effective copy
of the contract referenced above.
Should you have any questions or require additional assistance regarding this contract document,
please do not hesitate to contact Victor Munteanu at (303) 757-9747 or
k rctar mu ltc.mu a stete.Lo u.. Should you have any questions regarding the Scope of Work or
Notice to Proceed, if applicable, please contact the contract Project Manager. Thank you.
Sincerely,
Trade Benton
on behalf of Victor J. Munteanu,
Contract Administrator
Enclosure