HomeMy WebLinkAbout2018-113-12/04/2018-AUTHORIZING THE EXECUTION OF AN AMENDMENT TO THE INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY AND TH RESOLUTION 2018-113
OF THE COUNCIL OF THE CITY OF FORT COLLINS
AUTHORIZING THE EXECUTION OF AN AMENDMENT
TO THE INTERGOVERNMENTAL AGREEMENT BETWEEN
THE CITY AND THE COLORADO DEPARTMENT OF TRANSPORTATION
FOR THE JEFFERSON STREET IMPROVEMENT PROJECT
WHEREAS, in March 2009, the City entered into an Intergovernmental Agreement with
the Colorado Department of Transportation (the "IGA") enabling the City to receive $1,000,000
in federal Congestion Mitigation and Air Quality ("CMAQ") funds for the Jefferson Street
Improvement Project(the "Project"); and
WHEREAS, the City provided an additional $249,000 in local matching funds to the
Project resulting in an overall Project budget of$1,249,000; and
WHEREAS,shortly thereafter,the City initiated the Jefferson Street Alternatives Analysis
Project to explore alternate configurations for the Project,and formalized the preferred alternative
between various stakeholders by amending the IGA in July of 2013; and
WHEREAS, after additional design and process, the City has shifted its focus to the
Project's property acquisition phase and the current IGA will not allow further amendment for this
purpose; and
WHEREAS,CDOT has developed a new intergovernmental agreement that will enable the
continuation of the Project (the "New IGA") through authorization of the property acquisition
phase,and formalize an updated Project budget of W6,100,which is the remaining CMAQ funds
under the Project's previous IGA; and
WHEREAS,as the available funds are not sufficient to acquire all needed property interests
for the Project, staff is prioritizing using the remaining CMAQ funds to acquire property interests
for existing sidewalks currently located over five parcels of private property; and
WHEREAS, the area where the existing sidewalks are located is the same as where the
eventual sidewalk improvements will be constructed, providing both a long-term benefit for the
Project as well as immediately correcting public infrastructure located on private property; and
WHEREAS, Article II, Section 16 of the City Charter empowers the City Council, by
ordinance or resolution,to enter into contracts with governmental bodies to furnish governmental
services and make charges for such services, or enter into cooperative or joint activities with other
governmental bodies; and
WHEREAS,Section 29-1-203 of the Colorado Revised Statutes provides that governments
may cooperate or contract with one another to provide certain services or facilities when such
cooperation or contracts are authorized by each party thereto with the approval of its legislative
body or other authority having the power to so approve;and
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WHEREAS, the City Council has determined that the Project is in the best interests of the
City and that the Mayor be authorized to execute the New IGA between the City and CDOT in
support thereof.
NOW,THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF FORT
COLLINS as follows:
Section 1. That the City Council hereby makes and adopts the determinations and
findings contained in the recitals set forth above.
Section 2. That the Mayor is hereby authorized to enter into the New IGA, in
substantially the form attached hereto as Exhibit A, with such changes in form or substance as the
City Manager, in consultation with the City Attorney, determines to be necessary and appropriate
to protect the interests of the City or to effectuate the purposes of this Resolution.
Passed and adopted at a regular meeting of the Council of the City of Fort Collins this 4th
day of December, A.D. 2018.
Mayor
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EXHIBIT A
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STATE OF COLORADO INTERGOVERNMENTAL AGREEMENT
Signature and Cover Page
State Agency Agreement Routing
Department of Trans ortation Number 19-HA4-ZH-00064
Local Agency Agreement Effective Date
CITY OF FORT COLLINS The later of the effective date or
October 15,2018
Agreement Description Agreement Expiration Date
Jefferson Street October 14,2023
Project# Region# Contract Writer Agreement Maximum Amount
AQC M455- 4 DZ $526,100.00
088(16525)
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 Part authorizing his or her signature.
LOCAL AGENCY STATE OF COLORADO
CITY OF FORT COLLINS John W.Hickenlooper,Governor
Department of Transportation
Michael P.Lewis,Executive Director
Signature
Joshua Laipply,P.E.,Chief Engineer
By:(Print Name and Title)
Date:.
Date:
2nd State or Local Agency Signature if Needed LEGAL REVIEW
Cynthia H.Coffman,Attorney General
Signature Assistant 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.
STATE CONTROLLER
Robert Jaros,CPA,MBA,JD
By:
Department of Transportation
Effective Date:
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TABLE OF CONTENTS
]. PARTIES.....................................................................:::.:::.:...:.:..::::::::...:........................................:..:.::2
2. TERM AND EFFECTIVE DATE...........................................................................................................2
3. AUTHORITY:...................................................................:.....................................................................3
4. PURPOSE...............................................................................................................................................3
5. DEFINITIONS........................................................................................................................................4
6. STATEMENT OF WORK::........................................:....... .: ::::::......::..................................................6
7. PAYMENTS...........................................................................................................................................9
8. REPORTING-NOTIFICATION.........................................................................................................I
9. LOCAL AGENCY RECORDS;...............................................................................................................14
10. CONFIDENTIAL INFORMATION-STATE RECORDS....................................................................15
11. CONFLICT OF INTEREST..................................................................................................................15
..... ....
12. INSURANCE...............................................................................:...::::: ::::............::.............................16
13. BREACH...............................................................................................................................................17
14. REMEDIES...........................................................................................................................................18
15. DISPUTE RESOLUTION.................................................................... ....... ............. .............................19
16. NOTICES AND REPRESENTATIVES...............................................................................................19
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)......................................................................24
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-AID AGREEMENTS
EXHIBIT G,DISADVANTAGED BUSINESS ENTERPRISE
EXHIBIT H, LOCAL AGENCY PROCEDURES FOR CONSULTANT SERVICES
EXHIBIT I;FEDERAL-AID AGREEMENT PROVISIONS FOR CONSTRUCTION AGREEMENTS
EXHIBIT J,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
1. 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
Period(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
I)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 Performance
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End Date,as shown in Exhibit C.
B. Initial Term
The Parties'respective performances under this Agreement shall 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") shown 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 part.This
subsection shall not apply to a termination 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 effective date of the termination and whether it affects all or a portion ofthis 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..a
iii. 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
Authority to enter into this Agreement exists in the law as follows:
A. Federal Authority
Pursuant to Title 1, Subtitle A, of the "Fixing America's Surface Transportation Act" (FAST Act) of
2015,and to applicable provisions of Title 23 of the United States Code and implementing regulations
at Title 23 of the Code of Federal Regulations,as may be amended, (collectively referred to hereinafter
as the"Federal Provisions"),certain federal funds have been and are expected to continue to be allocated
for transportation projects requested by 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§43-1-223 and to applicable portions of the Federal Provisions,the State is responsible
for the general administration and supervision of performance of projects in the Program, including the
administration of federal funds for a Program project performed by a Local Agency under a contract
with the State.This Agreement is executed under the authority of CRS§§29-1-203,43-1-110;43-1-116,
43-2-101(4)(c)and 43-2-104.5.
4. PURPOSE
The purpose of this Agreement is.to disburse Federal funds to the Local Agency pursuant to CDOT's
Stewardship"Agreement with the FHWA.
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5. DEFINITION'S
The following terms shall be construed and interpreted as follows:
A. "Agreement" means this agreement, in 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 Subrecipient 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,but 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.
H. "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 Cover Page for this Agreement.
J. "Evaluation" means the process of examining Local Agency's Work and rating it based on criteria
established in§6, Exhibit A and Exhibit E.
K. "Exhibits"means the following exhibits attached to this Agreement:
i. Exhibit A,Statement of Work.
ii. Exhibit B,Sample Option Letter.
iii. Exhibit C,Funding Provisions
iv. Exhibit D, Local Agency Resolution
v. Exhibit E, Local Agency Contract Administration Checklist
vi. Exhibit F,Certification for Federal-Aid Contracts
vii. Exhibit G, Disadvantaged Business Enterprise
viii. 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 (FFATA)
Supplemental Federal Provisions
xii. Exhibit L,Sample Sub-Recipient Monitoring and Risk Assessment Form
xiii. 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 term
does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal
program.
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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 material acquired,produced,or delivered by Local Agency as set forth in
this Agreement and shall include any movable material 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 unauthorized 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§2.B
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. "P11" 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 individuals
identity, such as name, social security number, date and place of birth, mother's 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. PII 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.
Y. "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
i
CORA.State Confidential Information shall include,but is not limited to;P11 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 period beginning on July 1 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 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
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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 for 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 terms specified in
this Agreement,notwithstanding the options listed under§7.E
A. Local Agency Commitments
i. 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 Plaits 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
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 Americans 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
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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(I)prior 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 available 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
attomey/authorized representative certifying compliance with Exhibit H and 23 C.F.R.
172.5(b)and(d).
6) Local Agency shall ensure that the Consultant contract complies with the requirements of
49 CFR 18:36(i)and contains the following language verbatim:
(a) The design work under this Agreement shall be compatible with the requirements of
the contract between 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.
iii. 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. Such
administration shall include Work inspection and testing; approving sources of materials;
performing required plant and shop inspections; documentation of contract payments, testing and
inspection activities;preparing and approving pay estimates;preparing;approving and securing the
funding for contract modification orders and minor contract revisions; processing construction
Contractor claims; construction supervision; and meeting the quality control requirements of the
FHWA/CDOT Stewardship Agreement,as described in Exhibit E.
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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 are unsafe for workers or for such periods as the State may deem
necessary due to unsuitable weather,or for conditions considered unsuitable for the prosecution
of the Work,or for any other condition or reason deemed by the State to be in the public interest.
b. 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—manuals/2006-
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 1) in its
entirety,verbatim,into any subcontract(s)for Services as terms and conditions thereof,
as required by 23 C.F.R. 613.102(c).
(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.b.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 for 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.gov/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
of Way Manual, and the State's reimbursement of Local Agency costs will be determined
pursuant the following categories:
1) Right of way acquisition(3111)for federal participation and non-participation;
2) Relocation activities,if applicable(3109);
3) Right of way incidentals, if applicable (expenses incidental to acquisition/relocation of
right of way—3114).
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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 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 C.F.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.
vii. 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 monitoring activities
described in§7.F.vi.
B. State's Commitments
i. The State will perform a final project inspection of the Work as a quality control/assurance activity.
When all Work has been satisfactorily completed,the State will sign the FHWA Form 1212.
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 are the responsibility of, Local Agency, as
identified in Exhibit E.
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 set forth in Exhibit C.
.13. Payment Procedures
i. Invoices and Payment
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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 1%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 funds 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 incurring 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
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 Local 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 FfIWA 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
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defined below in §9.A.).
C. Matching Funds
Local Agency shall provide snatching 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 or any part of any
matching funds, whether direct or contingent, only extend to funds duly and lawfully appropriated for
the purposes of this Agreement by the authorized representatives of 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 ofany such ordinance/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 allowable costs, not exceeding the maximum total amount
described in Exhibit C and.§7.The applicable principles described in 2 C.F.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 be 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.
i. 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 detailed in Exhibit A. 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 to 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.).
ii. .Option to Transfer Funds from One Phase to Another Phase.
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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 original
funding exhibit(Exhibit C)will be replaced with an updated Exhibit C-1 (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 original 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 Work phase, in a form substantially equivalent to Exhibit
B.
iii. Option to Exercise Options i 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-1 (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 original 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 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 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.
ii. 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.
iii. 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 prior to the Work being approved by the State or 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
for 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
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The State shall not be 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 sole discretion until
completion of final audit.Any costs incurred by Local Agency that are not allowable under 2 C.F.R.
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 not reimburse costs for Work performed
after the Performance Period End Date fora 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 Period 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 CDOT. 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:
1. Experience: Factors associated with the experience and history of the Subrecipient with the same or similar
Federal Awards or grants.
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 Subrecipient'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 critical 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 L), 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.
G. Close Out
Local Agency shall close out this Award within 90 days after 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 all final documentation has been submitted and accepted by the State as 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 pursuant 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
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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
quarter 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 Subrecipient's performance and the final status of Subrecipient's obligations
hereunder.
D. Violations Reporting
Local Agency must disclose, in a timely manner, in writing to the State and FHWA, all violations of
federal or State criminal law involving fraud, bribery, or gratuity violations potentially affecting the
Federal Award. Penalties for noncompliance may include suspension or debarment(2 CFR Part 180 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 not limited to the operation of programs) or Goods hereunder. Local Agency shall
maintain such records for 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 cognizant
agency for audit,oversight or indirect costs,and the State, may notify Local Agency in writing that the
Record Retention Period shall be 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 State determines that a shorter period of notice, or no notice, is necessary to protect the
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
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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 snakes available to Local Agency for the sole and exclusive
benefit of the State,unless those State Records are otherwise publicly available at the time of disclosure
or are 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. Local
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 times 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 security
requirements,for purposes of inspecting and monitoring access and use of State 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,it 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 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.
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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 seq., C.R.S. (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 GIA,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.
ii. 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;
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 CJI,and claims based on alleged violations of privacy rights through improper use
or disclosure of protected information with minimum limits as follows:
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a. $1,000,000 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.
vi. 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 6perations)required of Local
Agency and Subcontractors.In the event of cancellation of any commercial general liability policy,the
carrier 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 ofpretniums,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
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
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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 period set forth in§13.13,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 date 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
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 procuring from third
parties replacement Work as cover.
i . 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
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corrective action as specified by the State without entitling Local Agency to an adjustment in
price 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, or 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; or, (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,
Contractor shall submit any alleged breach of this Contract by the State to the Procurement Official of
CDOTas described in§24A 01-301(30),C.R.S.for resolution in accordance with the provisions of§§24-
106-109, 24-109-101.1, 24-109-101.5, 24-109-106, 24-109-107, 24-109-201 through 24-109=206, and
24-109-501 through 24-109-505,C.R.S.,(the"Resolution Statutes"),except that if Contractor wishes to
challenge any decision rendered by the Procurement Official,Contractor's challenge shall bean appeal
to the executive director of the Department of Personnel and Administration,or their delegate,under the
Resolution Statutes before Contractor pursues any further action as permitted by such statutes. Except
as otherwise stated 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 mail to such Party's principal representative at the address
set forth below or(iii)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 principal representative
at the address set forth below. Either Party may change its principal representative or principal representative.
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contact information by notice submitted in accordance with this §16 without a formal amendment to this
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)
Jake Schuch, Project Manager
CDOT Region 4
10601 W. IOth St.
Greeley,CO 80634
970-350-2205
jAe.scht1ch@state.co.us
For the Local Agency
CITY OF FORT COLLINS
Kyle Lambrecht,
281 N. College Ave
Fort Collins,CO 80524
970-221-6566
klamb recht@fcgov.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,derived 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 rights 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 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.
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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 U.S.C.
13)46(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
Each Party represents and warrants 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 are 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,are 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
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deemed to be an original,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 prior representations and understandings related to the Work, oral or written, are
Merged into this Agreement. Prior 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.
1. 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.
J. 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 authority 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:
. Colorado Special Provisions in the main body of this Agreement.
ii. The provisions of the other sections of the main body of this Agreement.
iti 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 their 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.
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
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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 rights or remedies upon any person or entity other than the Parties.
Enforcement of this Agreement and all rights 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 right,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 during the term of their employment, agency or
subcontract, all license, certifications, permits and other authorizations required 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 Governmental
Immunity Act,§24-10-101 et seq. C.R.S.,or the Federal Tort Claims Act,28 U.S.C.Pt.VI,Ch. 171 and
28 U.S.C. 1346(b).
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'
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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 discrimination and unfair
employment practices.
F. CHOICE OF LAW.
Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation,
execution, and enforcement of this 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 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 extra judicial 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 appropriate 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.
I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST.§§24-18-201 and 24-50-507,
C.R.S.
The signatories aver that to their knowledge, no employee of the State has any personal or beneficial
interest whatsoever in the service or property described in this Agreement.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
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 provisions of49 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 Agreement,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.
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24. DISPUTES
Except as otherwise provided in this Agreement,any dispute concerning a question of fact arising under this
Agreement which is not disposed of by agreement shall be decided by the Chief Engineer of the Department
of Transportation.The decision of the Chief Engineer will be final and conclusive unless,within 30 calendar
days after the date of receipt of a copy of such written decision,Local Agency mails or otherwise furnishes to
the State a written appeal addressed to the Executive Director of CDOT. In connection with any appeal
proceeding under this clause,Local Agency shall be afforded an opportunity to be heard and to offer evidence
in support of its appeal. Pending final decision of a dispute hereunder,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
SCOPE OF WORK
City of Fort Collins previously completed Design for street and intersection improvements
along Jefferson Street from College Avenue to Mountain Avenue. Project improved air
quality, safety, and mobility for all modes of transportation. The Colorado Department of
Transportation ("CDOT")will now oversee the City of Fort Collins in ROW for the same
project.
EXHIBIT B, SAMPLE OPTION LETTER
State Agency Option Letter Number
Department of Transportation ZOPTLETNUM
Local Agency Agreement Routing Number
ZVENDORNAME ZSMARTNO
Agreement Maximum Amount
Initial term
State Fiscal Year ZFYY_1 $ZFYA_l
Extension terms Agreement Effective Date
State Fiscal Year ZFYY_2 $ZFYA_2 The later of the effective date or ZSTARTDATEX
State Fiscal Year ZFYY_3 $ZFYA_3
State Fiscal Year ZFYY 4 $ZFYA_4
State Fiscal Year ZFYY_5 $ZFYA_5 Current Agreement Expiration Date
Total for all state fiscal years $ ZTERMDATEX
ZPERSVC MAX
_AMOUNT
1.OPTIONS:
A. Option to extend for an Extension Term
B. Option to unilaterally authorize the Local Agency to begin a phase which may include Design,Construction,
Environmental, Utilities, ROW incidentals or Miscellaneous ONLY(does not apply to Acquisition/Relocation
or Railroads)and to update encumbrance amounts(a new Exhibit C must be attached with the option letter and
shall be labeled C-1,future changes for this option shall be labeled as follows: C-2,C-3,C-4,etc.).
C. Option to unilaterally transfer funds from one phase to another phase(anew 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.).
D. Option to unilaterally do both A and B (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.).
E. Option to update a Phase Performance Period and/or Modify OMB Uniform 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 term,beginning on(insert date)and ending on the current contract expiration date shown above, under the same
funding 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 exeecises its option to
authorize the Local Agency to begin a phase that will include(describe which phase will be added and include all that
apply—Design, Construction,Environmental, Utilities, ROW incidentals or Miscellaneous)and to encumber previously
budgeted funds for the phase based upon changes in funding availability and authorization.The encumbrance for(Design,
Construction, Environmental, Utilities, ROW incidentals or Miscellaneous)is(insert dollars here). A new Exhibit C-1 is
made part of the original Agreement and replaces Exhibit C.(The following is a NOTE only,please delete when using this
option. Future changes for this option for Exhibit C shall be labled as follows: C-2, C-3, C-4,etc.).
Option C
In accordance with Section 7,E of the Original Agreement referenced above,the State hereby excerises its option to
authorize the Local Agency to transfer funds from(describe phase from which funds will be moved)to(describe phase to
Exhibit B-Page I of 2
whichf:mds will be moved based on variance in actual phase costs and original phase estimates.A new Exhibit C-1 is
made part of the original Agreement and replaces Exhibit C.
Option D
In accordance with Section 7,E of the Original Agreement referenced above,the State hereby excerises its option to
authorize the Local Agency to begin a phase that will include(describe which phase will be added and include all that
apply—Design, Construction, Environmental, Utilities, ROW incidentals or Miscellaneous);2)to encumber funds for the
phase based upon changes in funding availability and authorization;and.3)to transfer funds from(describe phasefr�om
which fiords ivill be moved to(describe phase to which fiords will be moved based on variance in actual phase costs and
original phase estimates. A new Exhibit CA is made part 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 excerises its option to
authorize the Local Agency to update a Phase Performance Period and/or Modify OMB Uniform Guidance Information.A
new Exhibit C-1 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 ordele.gate.
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:
l
Date:
Exhibit B-Page 2 of 2
EXHIBIT C—FUNDING PROVISIONS AQC M455-088(16525)
A. Cost of Work Estimate
The Local Agency has estimated the total cost the Work to be$526.100.00.which is to be funded as follows:
1. BUDGETED FUNDS
a. Federal Funds $435.558.19
(82.79%of Participating Costs)
b. Local Agency Matching Funds $90,541.81
(17.21%of Participating Costs)
TOTAL BUDGETED FUNDS $526.100.00
2. OMB UNIFORM GUIDANCE
a. Federal Award Identification Number(FAIN): TBD
b. Federal Award Date(also Phase Performance Start Date): See Below
c. Amount of Federal Funds Obligated: $435,558.19
d. Total Amount of Federal Award: $435,558.19
e. Name of Federal Awarding Agency: FHWA
f. CFDA#-Highway Planning and Construction CFDA 20.205
g. Is the Award for R&D? No
It. Indirect Cost Rate(if applicable) N/A
3. ESTIMATED PAYMENT TO LOCAL AGENCY
a. Federal Funds Budgeted $435.558.19
b. Less Estimated Federal Share of CDOT-Incurred Costs $0.00
TOTAL ESTIMATED PAYMENT TO LOCAL AGENCY $435.558.19
4. FOR CDOT ENCUMBRANCE PURPOSES
a. Total Encumbrance Amount $526.100.00
b. Less ROW Acquisition 3111 and/or ROW Relocation 3109 $0.00
Net to be encumbered as follows: $526.100.00
Performance Period Start*/End Date
WBS Element 16525.10.55 08/27/2018 / 11/30/2019 ROW 3114 $526,100.00
'The Local Agency should not begin work until all three of the following are in place:
1)Phase Performance Period Start Date;2)The execution of the document encumbering funds for the respective phase;and
3)Local Agency receipt of the official Notice to Proceed.Any work performed before these three milestones are achieved will not be reimbursable.
Exhibit C-Page 1 of 2
B. Matching Funds
The matching ratio for the federal participating funds for this Work is 82.79%federal-aid funds to 17.21%Local
Agency funds, it being understood that such ratio applies only to the$526,100.00 that is eligible for federal
participation,it being further understood that all non-participating costs are borne by the Local Agency at 100%.If the
total participating cost of performance of the Work exceeds$526,100.00,and additional federal funds are made
available for the Work,the Local Agency shall pay 17.21%of all such costs eligible for federal participation and
100%of all non-participating costs; if additional federal funds are not made available,the Local Agency shall pay all
such excess costs.If the total participating cost of performance of the Work is less than$526.100.00,then the amounts
of Local Agency and federal-aid funds will be decreased in accordance with the funding ratio described herein.The
performance of the Work shall be at no cost to the State.
C.Maximum Amount Payable
The maximum amount payable to the Local Agency Linder this Agreement shall be$435;558.19(for CDOT accounting
purposes,the federal funds of$435,558.19 and the Local Agency matching funds of$90.541.81 will be encumbered
for a total encumbrance of$526,100.00), unless such amount is increased by an appropriate written modification to
this Agreement executed before any increased cost is incurred. It is understood and agreed by the parties hereto that
the total cost of the Work stated hereinbefore is the best estimate available,based on the design data as approved at
the time of execution of this Agreement,and that such cost is subject to revisions(in accord with the procedure in the
previous sentence)agreeable to the parties prior to bid and award.
The maximum amount payable shall be reduced without amendment when the actual amount of the Local Agency's
awarded contract is less than the budgeted total of the federal participating funds and the Local Agency matching
funds. The maximum amount payable shall be reduced through the execution of an Option Letter as described in
Section 7.A.of this contract.
D. Single Audit Act Amendment
All state and local government and non-profit organizations receiving more than$750,000 from all funding sources
defined as federal financial assistance for Single Audit Act Amendment purposes shall comply with the audit
requirements of 2 CFR part 200,subpart F(Audit Requirements)see also,49 C.F.R. 18.20 through 18.26.The Single
Audit Act Amendment requirements applicable to the Local Agency receiving federal funds are as follows:
i. Expenditure less than$750,000
If the Local Agency expends less than$750,000 in Federal funds(all federal sources, not just Highway
funds)in its fiscal year then this requirement does not apply.
ii. Expenditure of$750,000 or more-Highway Funds Only
if the Local Agency expends$150,000 or more, in Federal funds,but only received federal Highway
funds(Catalog of Federal Domestic Assistance,CFDA 20.205)then a program specific audit shall be
performed.This audit will examine the"financial"procedures and processes for this program area.
iii. Expenditure of$750,000 or more=Multiple Funding.Sources
If the Local Agency expends$750,000 or more in Federal funds,and the Federal funds are from multiple
sources(FTA; HUD,NPS,etc.)then the Single Audit Act applies,which is an audit on the entire
organization/entity.
iv. Independent CPA
Single Audit shall only be conducted by an independent CPA,not by an auditor on staff.An audit is an
allowable direct or indirect cost.
Exhibit C-Page 2 of 2
EXHIBIT D, LOCAL AGENCY RESOLUTION
NOT APPLICABLE
Exhibit D
EXHIBIT E
LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST
The following checklist has been developed to ensure that all required aspects of a
project approved for Federal funding have been addressed and a responsible party
assigned for each task.
After a project has been approved for Federal funding in the Statewide Transportation
Improvement Program, the Colorado Department of Transportation (CDOT) Project
Manager, Local Agency Project Manager, and CDOT Resident Engineer prepare the
checklist. It becomes a part of the contractual agreement between the Local Agency
and CDOT. The CDOT Agreements Unit will not process a Local Agency agreement.
without this completed checklist. It will be reviewed at the Final Office Review meeting
to ensure that all parties remain in agreement as to who is responsible for performing
individual tasks.
xvii
Exhibit E -- Page 1 of 5
COLORADO DEPARTMENT OF TRANSPORTATION
LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST
Project No. STIP No. Project Code Region
AQC M455-088 16525 4
Project Location Date
Jefferson Street/ SH 14 Between North College Ave & Mountain/Lincoln Inters. 10/11/18
Project Description
Jefferson Street/ SH 14 Improvements
Local Agency Local Agency Project Manager
City of Fort Collins Kyle Lambrecht
CDOT Resident Engineer COOT Project Manager
Katrina Kloberdan_z Jake Schuch
INSTRUCTIONS:
This checklist-shall be utilized to establish the contract administration responsibilities of the individual parties to this agreement.
The checklist becomes an attachment to the Local Agency agreement. Section numbers correspond to the applicable chapters
of the CDOT Local Agency Manual.
The checklist shall be prepared by placing an"X"under the responsible party, opposite each of the tasks.The'X'denotes the
party responsible for initiating and executing the task. Only one responsible party should be selected.When neither CDOT nor
the Local Agency is responsible for a task, not applicable(NA)shall be noted. In addition,a"#"will denote that CDOT must
concur or approve.
Tasks that will be performed by Headquarters staff will be indicated. The Regions, in accordance with established policies and
procedures,will determine who will perform all other tasks that are the responsibility of CDOT.
The checklist shall be prepared by the CDOT Resident Engineer or the CDOT Project Manager, in cooperation with the Local
Agency Project Manager, and submitted to the Region Program Engineer. If contract administration responsibilities change, the
CDOT Resident Engineer, in cooperation with the Local Agency Project Manager,will prepare and distribute a revised checklist.
Note:
Failure to comply with applicable Federal and state requirements may result in the loss of Federal or State participation in
funding.
RESPONSIBLE
NO. DESCRIPTION OF TASK PARTY
LA CDOT
TIP/STIP AND LONG-RANGE PLANS
2.1 1 Review Project to ensure it is consistent with STIP and amendments thereto X
FEDERAL FUNDING OBLIGATION AND AUTHORIZATION
4.1 Authorize funding by phases(CDOT Fonn 418-Federal-aid Program Data.Requires FHWA X
concurrencetinvolvement
PROJECT DEVELOPMENT
5.1 Prepare Design Data-CDOT Form 463 X
5.2 Pre are Local A enc /CDOT Inter-GovernmentalAgreement see also—Chapter 3 X
5.3 Conduct Consultant Selection/Execute Consultant Agreement
• Project Development X #
• Construction Contract Administration (including Fabrication Inspection Services
5.4 Conduct Design Scoping Review Meeting X #_
5.5 Conduct Public Involvement X
5.6 Conduct Field Inspection Review FIR X #
5.7 Conduct Environmental Processes(may require FHWA concurrence/involvement X #
5.8 Acquire Right-of-Way ma require FHWA concurrence/involvement X #
5`.9 Obtain Utility and Railroad.A reernents X
5.10 Conduct Final_Office,Review FOR _ X #
CDOT Form 1243 3/16 Page 1 of 4
Previous editions are obsolete and may not be used.
Exhibit E—Page 2 of 5
RESPONSIBLE
NO. DESCRIPTION OF TASK PARTY
LA_ _ CDOT
5.11 Justify Force Account Work by the Local Agency X #
5.12 Justify Proprietary, Sole Source, or Local Agency Furnished Items X #
5.13 Document Design Exceptions-CDOT Form 464 X #
5.14 Prepare Plans, Specifications, Construction Cost Estimates and Submittals X #
5.15 Ensure Authorization of Funds for Construction X
PROJECT DEVELOPMENT CIVIL RIGHTS AND LABOR COMPLIANCE
6.1 Set Disadvantaged Business Enterprise(DBE)Goals for Consultant and Construction X
Contracts CDOT Region EEO/Civil Rights Specialist).
6.2 Determine Applicability of Davis-Bacon Act X
This project ❑ is 0 is not exempt from Davis-Bacon requirements as determined by the
functional classification of the project location (Projects located on local roads and rural
minor collectors may be exempt.)
Katrina Kloberdanz 10/11/18
CDOT Resident Engineer(Signature on File Date
6.3 Set On-the-Job Training Goals CDOT Region EEO/Civil Rights Specialist) X
6.4 Title VI Assurances X
Ensure the correct Federal Wage Decision, all requi red-Disadvaritaged Business
Enterprise/On-the-Job Training special provisions and FHWA Form 1273 are included in the X
Contract(CDOT Resident Engineer)_
ADVERTISE; BID AND AWARD of CONSTRUCTION PROJECTS
7.1 Obtain Approval for Advertisement Period of Less Than Three Weeks X
7.2 Advertise for Bids X #
7.3 Distribute"Advertisement Set"ofPlans and Specifications X
7.4 Review Worksite.and Plan Details with Prospective Bidders While Project Is Under X
Advertisement
7.5 Open Bids X_
7.6 Process Bids for Compliance
Check CDOT Form 1415—Commitment Confirmation when the low bidder meets DBE goals X
Evaluate CDOT Form 1416-Good Faith Effort Report and determine if the Contractor has
made a good faith effort when the low bidder does not meet DBE goals X
Submit required documentation_for CDOT award concurrence X
7.7 Concurrence from CDOT to Award X
7.8 Approve Rejection of Low Bidder X
7.9 Award Contract X #
7-10 - 1 Provide"Award"and"Record"Sets of Plans and'Specifications X
CONSTRUCTION MANAGEMENT
8.1 Issue Notice to.Proceed to the Contractor X
8'2 Project Safety X
8.3 Conduct Conferences:
Pre-Construction Conference(Appendix 6) X #
• Fabrication Inspection Notifications
Pre-survey
• Construction staking X
• Monumentation
Partnerin (Optional) X
Structural Concrete Pre-Pour(Agenda is in CDOT Construction Manual X #
Concrete Pavement Pre-Paving(Agenda is in-CDOT Construction Manual) I X I #
HMA Pre-Paving(Agenda is in CDOT Construction Manual I X #
8.4 Develop and distribute Public Notice of Planned Construction to media and local residents I X
CDOT Form 1243 3/16 Page 2 of 4
Previous editions are obsolete and may not be used.
Exhibit E--Page 3 of 5
RESPONSIBLE
NO. DESCRIPTION OF TASK PARTY
LA CDOT
8.5 Supervise Construction
A Professional Engineer(PE)registered in Colorado,who will be"in responsible charge of
construction supervision." (970) 221-6566
Kyle Lambrecht X
Local Agency Professional Engineer or Phone number
CDOT Resident Engineer
Provide competent,experienced staff who will ensure the Contract work is constructed in X
accordance with the plans ands specifications
Construction.ins ection.and documentation X
Fabrication Inspection and documentation X
8.6 Approve Shop Drawings X #
8.7 Perform Traffic Control Inspections X #
8.8 Perform Construction Siunidying X
8.9 Monument Right-of-Way X
8.10 Prepare and Approve Interim and Final Contractor Pay Estimates. Collect and review CDOT
Form 1418(or equivalent)
Provide the name and phone number of the person authorized for this task. X
Kyle Lambrecht (970) 221-6566
Local Agency Representative Phone number
8.11 Prepare and Approve Interim,and_Final Utility and Railroad-Billings X
8.12 Prepare and Authorize Change Orders X #
8.13 Submit Change Order Package to CDOT X
8.14 Prepare Local Agency Reimbursement Requests X
8.15 Monitor Project Financial Status X
8.16 Prepare and Submit Monthly Progress Reports X
8.17 Resolve Contractor Claims and Disputes X
8.18 Conduct Routine and Random Project Reviews
Provide the name and phone number of the person responsible for this task. X
Katrina Kloberdanz 970-350-2211
CDOT Resident Engineer Phone number
8.19 On oin Oversight of DBE Participation X
MATERIALS
9.1 Discuss Materials at Pre-Construction Meeting X
• Buy America documentation required prior to installation of steel
9.2 Complete CDOT Form 250 Materials Documentation Record
• Generate form,which includes determining the minimum number of required tests and
applicable material submittals for all materials placed on the project X X
• Update the form as work progresses
• Complete and distribute form after work is completed
9.3 Perform Project Acceptance Samples and Tests X
9.4 Perform Laboratory Verification Tests X
9.5 Accept Manufactured Products
Inspection of structural components: X
v Fabrication of structural.steel and pre-stressed concrete structural components
• Bridge modular expansion devices(0"to 6"or greater)
Fabrication of bearing devices
9.6 Approve Sources of Materials . X
9.7 Independent Assurance Testing(IAT), Local Agency Procedures El CDOT Procedures I]
• Generate IAT schedule
• Schedule and provide notification X #
Conduct-IAT
CDOT Form 1243 3/16 Page 3 of 4
Previous editions are obsolete and may not be.used.
Exhibit E--Page 4 of 5
RESPONSIBLE
NO. DESCRIPTION OF TASK PARTY
LA CDOT
9.8 Approve mix designs
• Concrete X X
• Hot mix asphalt
9.9 Check Final Materials Documentation X #
9.10 Complete and Distribute Final Materials Documentation X #
CONSTRUCTION CIVIL RIGHTS AND LABOR COMPLIANCE
10.1 Fulfill-Project Bulletin Board and Pre-Construction Packet Requirements X
10.2 Process CDOT Form 205-Sublet Permit Application
Review and sign completed CDOT Form 205 for each subcontractor, and submit to X #
EEO/Civil Rights Specialist
10.3 Conduct Equal Employment Opportunity and Labor Compliance Verification Employee X
Interviews. Complete CDOT Form 280
10.4 Monitor Disadvantaged Business Enterprise Participation to Ensure Compliance with the X
"Commercial) Useful Function"Requirements
10.5 Conduct Interviews When Project Utilizes On-the-Job Trainees.
• Complete CDOT Form 1337—Contractor Commitment to Meet OJT Requirements. X
• Complete CDOT Form 838—OJT Trainee/Apprentice Record.
• Complete CDOT Form 200--OJT Training Questionnaire
10.6 Check Certified Payrolls(Contact the Region EEO/Civil Rights Specialists for training re uirements.) X #
10.7 Submit FHWA Form 1391 -Highway Construction Contractor's Annual EEO Report. X
FINALS
11.1 Conduct Final Projectlnspection. Complete and submit CDOT Form 1212- Final X
Acceptance Report.(Resident Engineer with mandatory Local Agency participation.)
11.2 Write Final Project Acceptance Letter X
11.3 Advertise for Final Settlement X
11.4 Prepare and Distribute Final As-Constructed Plans X
1'1.5 Prepare EEO-Certification and Collect EEO Forms X
11.6 Check Final Quantities, Plans, and Pay Estimate; Check Project Documentation; and submit X #
Final Certifications
11.7 Check Material Documentation and Accept Final Material Certification See Chapter 9 X
11.8 Obtain CDOT Form 1419 from the Contractor and Submit to the CDOT Project-Manager X
11.9 FHWA Form 47 discontinued NA
11.10 Complete and Submit CDOT Form 1212—Final Acceptance Report(by CDOT X
11.11 Process Final Payment--- X X
11.12 Complete and Submit CDOT Form 950-Project Closure X
11.13 Retain Project Records for Six Years from Date of Project Closure X X
11.14 Retain Final Version of Local AgencyContract Administration Checklist X X
cc: CDOT Resident Engineer/Project Manager
CDOT Region Program Engineer
CDOT Region EEO/Civil Rights Specialist
CDOT Region Materials Engineer
CDOT Contracts and Market Analysis Branch
Local Agency Project Manager
i
CDOT Form 1243 3/16 Page 4 of 4
Previous editions are obsolete and may not be used.
Exhibit E--Page 5 of 5
EXHIBIT F, CERT'IFICATION 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 material representation of fact upon which reliance was placed when this transaction was
made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction
imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be
subject to a civil penalty of not less than $10,000 and not more than$100,000 for each such failure.
The prospective participant also agree by submitting his or her bid or proposal that he or she shall require that
the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all
such sub-recipients shall certify and disclose accordingly.
Exhibit F-Page I 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 0-Page I of I
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 CDOT that involves professional consultant services. 23 CFR 172.1 states
"The policies and procedures involve federally funded contracts for engineering and design related
services for projects subject to the provisions of 23 U.S.C. 112(a) and are issued to ensure that a
qualified consultant is obtained through an equitable selection process, that prescribed work is properly
-accomplished in a timely manner, and at fair and reasonable cost" and according to 23 CFR 172.5
"Price shall not be used as a factor in the analysis and selection phase."Therefore, local agencies must
comply with these CFR requirements when obtaining professional consultant services under a federally
funded consultant contract administered by CDOT.
CDOT has formulated its procedures in Procedural Directive (P.D.) 400.1 and the related operations
guidebook titled"Obtaining Professional Consultant Services".This directive and guidebook incorporate
requirements from both Federal and State regulations, i.e., 23 CFR 172 and CRS §24-30-1401 et seq.
Copies of the directive and the guidebook may be obtained upon request from CDOT's Agreements
and Consultant Management Unit. [Local agencies should have their own written procedures on file for
each method of procurement that addresses the items in 23 CFR 172].
Because the procedures and laws described in the Procedural Directive and the guidebook are ,quite
lengthy, the subsequent steps serve as a short-hand guide to CDOT procedures that a local agency
must follow in obtaining professional consultant services. This guidance follows the format of 23 CFR
172. The steps are:
1. The contracting local agency shall document the need for obtaining professional services.
2. Prior to solicitation for consultant services, the contracting local agency shall develop a detailed
scope of work and a list of evaluation factors and their relative importance. The evaluation factors
are those identified in C.R.S. 24-30-1403. Also, a detailed cost estimate should be prepared for
use during negotiations.
3. The contracting agency must advertise for contracts in conformity with the requirements of C.R.S.
24-30-1405. The public notice period, when such notice is required, is a minimum of 15 days prior
to the selection of the three most qualified firms and the advertising should be done in one or
more daily newspapers of general circulation.
4. The request for consultant services should include the scope of work, the evaluation factors and
their relative importance, the method of payment, and the goal of 10% for Disadvantaged
Business Enterprise (DBE) participation as a minimum for the project.
5. The analysis and selection of the consultants shall be done in accordance with CRS §24-30-1403.
This section of the regulation identifies the criteria to be used in the evaluation of CDOT pre-
qualified prime consultants and their team. It also shows which criteria are used to short-list and
to make a final selection.
The short-list is based on the following evaluation factors:
a. Qualifications,
b. Approach to the Work,
c. Ability to furnish professional services.
Exhibit H-Page 1 of 2
d. Anticipated design concepts, and
e. Alternative methods of approach for furnishing the professional services.
Evaluation factors for final selection are the consultant's:
a. Abilities of their personnel,
b. Past performance,
c. Willingness to meet the time and budget-requirement,
d. Location,
e. Current and projected work load,
f. Volume of previously awarded contracts, and
g. Involvement of minority consultants.
6. Once a consultant is selected, the local agency enters into negotiations with the consultant.to
obtain a fair and reasonable price for the anticipated work. Pre-negotiation audits are prepared
for contracts expected to be greater than $50,000. Federal reimbursements for costs are limited
to those costs allowable under the cost principles of 48 CFR 31. Fixed fees(profit) are determined
with consideration given to size, complexity, duration, and degree of risk involved in the work.
Profit is in the range of six to 15 percent of the total direct and indirect costs.
7. A qualified local agency employee shall be responsible and in charge of the Work to ensure that.
the work being pursued is complete, accurate, and consistent with the terms, conditions, and
specifications of the contract. At the end of Work, the local agency prepares a performance
evaluation (a CDOT form is available) on the consultant.
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-AID CONTRACT PROVISIONS FOR
CONSTRUCTION CONTRACTS
FHWA-1273— Revised May 1,2012
REQUIRED CONTRACT PROVISIONS
FEDERAL-Am CONSTRUCTION CONTRACTS
L General 3. A bream of any tithe stipulations contained in these
0_ htartfisartnmafon Required Contract Provisions may be sufficient grounds far
01. Nonsegregated FacEtes w thhdd'mg of progress payments.withholding of foal
M Davis-Bacon and Related Ad Provisions payment termination of the contract.suspension I debarment
V. Contract Work Horns and Sakty Standards Act or any other action determined to be appropriate by the
Ptovsiorrs Contracting agency and FHWA.
VI. Subletting or Assgping the Contract
VIL SaW.Accident Prevention 4. Selection of Labor During the performance of this contract
VIO. False Statements Coneen6W Highway Projects the colttractor shall not use Convict laborfor any Wye
DL fmptementardoo d Clean Air Act and Federal Water within the 1'vrats of a construction pmjeet on a Federal-aid
Pollution Control Act I highway,unless it is labor perforred by Convicts who are on
X Cc nplarnce w7th Govemmentwide Suspension and parole.supervised release.or probation. The term Federal-aid
Debar ent Regiaanents highway does not include roadways functionally Classi5ed as '
XL Caffiration.Regarding Use of Contract Fronds far brat roads or rural minor collettors.
Lobby!ng
ATTACHMENTS 0. NONDISCRibUMTION
A_Emptaym and and Idaterials Preference for Appalachian The provisions of this section related to 23 CFR Part 230 are
Devek*uuwd Wgo.may System or Appabehian Loral Aaess applicable to all Federal kd construction contracts and to all
Road Contracts(included in Appalachian contracts arty) related construction suboontraeis of 810.000 or roe. The
provisions of 23 CFR Part 230 are not applicable to Material
supply.engneering,or architectural service contracts.
L GENERAL
In addition,the contractor and all subcontractors must comply
I. Farm FHWA-1273 must be physically incorporated in each with the fdwrtng policies.Executive Order 11245.41 CFR 60.
cmabuction contract funded under Tile 23(excluding 29 CFR 1625-1027.Title 23 USC Section 140.the
emergency contracts softy btended for debris removal). The Rehabs tation Act of 1973,as amended(29 LISC 794).Title VI
contractor(err subcontractor)must insert tot tarn ton each of the Civil Rights Act of 1964.as amended and related
subomtract and further require its i ndmamin n a9 lower tier regulations including 49 CFR Parts 21.26 and 27;and 23 CFR
subcontracts(excluding purchase orders.rental agreements Parts 200.230.and 633.
and other agreements for supplies or services}
The contractor and all subcontractors must comply with: the
The applicable regmuan ants of Form FKNA-1273 are requirement*of the Equal Opportunity Clause in 41 CFR SO-
inooporated by reference for work done under any purchase I A(b)and,for all construction coracle exceeding S10A00,
order.rental agreement or agreement for other services. The time Standard Federal Expel Empbynrent Opportunity
pine contractor slat be respoisible for comphaice by any Corishuttion Cadract Speaficaticins in 41 CFR 604.3.
subcontractor,lower4iasutrantactoor service provider.
Nate:The US.Department of Labor has exclusive authority to
Form FHWA-1273 must be included m all Federal-aid design- determine compliance with Execfive Outer 11248 and the
build contracts.in all subcontracts and in lower tier policies of the Secretary of Labor including 41 CFR 60.and 29
subcontracts(excluding mace for design services. CFR 1625-1627. The contracting agency and the FHWA have
purchase adem rental agreements and other agreements for the authority and the responsibility to ensure compliance with
supplies or services). The desjl;pnbulder shall be responsilhe Tide 23 USC Section 140.the Rehabilitation Ad of 1073.as
fair cmohfiarnce by a"srmcontractor,lower-tier subcontractor amended(A USC 794),and Title VI of the Civil Rights Act
or service prwnder. 1954.as amended and related regulations including 49 CFR
Parts 21.26 and 27;and 23 CFR Parts 200.230.and 633.
Contracting Agencies may reference Form FHWA-1 273 m bid
proposal or request fur proposal documents.however:the The tolloun g provision is adopted from 23 CFR 230.Appenda
Form FHWA-1273 must be physically incorporated(nil A.w3h appropriate revisions to conform to the U.S.
referenced)in all contracts,subcontracts and lowers Department of Labor(US DOL)and FHWA reghmemern>s.
sub_mrrtraets(exdudng purchase orders.rental
and other agreements for supplies or services related to a 1.Equal Fmploy rent Opportunity.Equal employment
construction contract). q*crhmdy(EEO)requirements nut to dscknmate and to lake
affomabve action to assure equal appobmity as set forth
2. Subject to the applicability criteria noted in the following under laws.executive orders.fides.iegdafiens(26 CFR 35,
sections.these xxntrad provisions she!ap*to all work 29 CFR 1530.20 CFR 1625.1827.41 CFR 60 and 49 CFR 27)
pertonrred an the contract by the cm*actots ohm organization and orders tithe Secretary of Labor as mmd£red by the
and adh tie assistance of wokers under the ccotractats provisions prescribed Mein,mid' 'pursuant to 23
nnnedilate supe nbaedence and to all work performed on the U.S.C.140 shall constitute the EEO and specific affirmative
contract by piecework.station work,or by subcontract. action starniards for the cer�s project activities under'
Exhibit I Page 1 of 12
this oomracL The provisions of the Americans wih Dsabftes d.Recruitment When adverhsmV for employees.the
Ad of 1990(42 U.S.C.12101 et seq.)set forth under 28 CFR rxntrartorwH include in all advertisements for employees the
35 and 29 CFR 1 CM are incorporated by reference in thisnotatiw:An Equal Oppprhordy Employer.- AD such
ct.contra In the execution of this mrtract,the contactor aduertisenerds trill be placed in publiratims having a large
agrees to campy vrilh the fallowing mbrbnum specific cirwtabixn among umorites and women in the area from
requirement actives of EEO: which the project waft force would namadly be derived.
a.The contactor will work with the contracting agency and a. The ccntracica will,unless precluded by a valid
the Federal Goivemnem to ensure that it has made every bargaining agreement,conduct systematic and direct
good faith effort to provide equal opportunity with respect to A necirdtrnend through public and private employee referral
of its terms and conditions of employment and in their review saui ces likely to yield qualified minoriies and women. To
of activities under the contract meet this rewr remart,the contactor w8 identify sources of
potermal minority group employees.and establish with such
b.The contractor will accept as its operating policy the identified sources procedures whereby minority and women
folio ring statement applicants maybe referred to the carrtiartorfa employment
consideration.
'It is the policy of this Company to assure that applicants
are employed,and that employees are treated during b. In the evert the contracmr has a valid bargaumrg
errptoymeM without regard to their race.religion,sex,color, agreement providing for exclusive hiring hag referrals.the
national origin,age or disability. such action shag indnde: contractor is expected to observe the provisions of that
employmimt upgrading,demotion.or transfer,recruitment or agreement to the extend that the system meets the catactors
recruitment advertising:layoff or termination;rates of pay or compliance with EEO corrbad provisions. Where
other fours of compensalion:and selection for training. implementation of such an agreement has the effect of
indg wdu apprenticeship,pre-apprenticeship.andlor ondhe- discrurdnat ing against minorities or women.or obligates the
job training' contractor to do the same.such imptemerdation violates
Federal provisions
2 EEO Officer The contractor will designate and make
known to the contacting officers an EEO Officer who will have c. The contractor will encourage its present employees to
the responsibility for and must be capable of effectively reiermmonties and women as applicants for employment
administering and pnrnotag an active EEO program and who Information and procedures with regard to neferi ng such
must be assigned adeiluate authority and responsibility to do applicant;will be ifis-ssed wit employees.
so.
5.Personnel Actions Wages,waking conditions.and
I Dissemination of Poficy All members of the contactors employee bend shall be established and administered,and
staff who are aufhorisd to hie,supervise.promote.and personnel actions of every type.i ncludsg hiring.upgrading,
dscluvp employees.or who remmmetnd such action.or who prornctiah,transfer.demotiot.layoff and termination,she®be
are substantially involved in such action,will be made fully taken without regard to race,color.religion.sex national
cognbmt of,and will bnpiemenL the contractors EEO policy origin,age or disability. The fc moving procedures shag be
and contra teal respinsiti ties to provide EEO in each grade followed:
and d issiftabon of employment To ensure that the above
agreement will be met,the fotlowag actions will be taken as a a. The arMadmrwill cwxW periodic inspections of prated
minimum: sites to insure Out waking condDons and employee facilities,
do trot indicate discriminatory teahnent of proved site
a. Perk meetings of supervisory and personnel office personel.
employees will be conducted before the start of work and then
nil less Senn than once every sit months.at which tone the b. The contadar will periodically evaluate the spread of
conbador's EEO policy and its implementation will be wages paid within each dassifica6cin to determine any
reviewed and explained The meetings will be conducted by evidence of discriminatory wage practices.
the BO Off eff-
a The contractor will peiodically review selected personnel
b. AD new supervisory or personnel office employees will be actions in depth to determine whetter there is evidence of
given a thorough mdoctbation by the EEO Officer.covering disnxirmation. Where evidence is found the contractor will
all major aspects of the contactors EEO obligations within promptly take corrective action. If tie review iredeates that the
Maly days following their reporting for duty with the contractor dsairrEnaticn may extend beynW the actions reviewed.such
corrective argon slag include all affected persons
c. All personnel who we engaged in direct recruitment for
the project w ll be instructed by the EEO Officer in the d. The contractor will promptly investigate all complaints of
contractors procedures for locating and hung mirmaties and alleged discrimmalion made to the contractor in connection
women. with is obfgations under the contract,wry attempt to resolve
such complaints,and will take appropriate corrective action
d. Notices and posters setae forth the contractors EEO within a reasonable fine If the investigation ihdcates that the
policy wffl be placed in areas readily accessible to employees, dscini ation may affect persons other than the complainant,
applicants for employmed and potential employees. such carredive action stall include such other permm Upon
mmpletien of each imrestigatrorr,the contractor will mfonh
e. The contactors EEO policy and the procedires to every canpfainard of all of thei avenues of appeal.
implemerd such policy will be brought to the attention of
employees by means of meetings.employee handbooks.or 6.Training and Promotion_
other appropriate means.
a. The contractor will assist in locahvg,quagybg,and
increasing the skills of riot torit5es and women who are
Exhibit I-Page 2 of 12
applicants for employment or current employees. Such efforts with the requ remens for and comply with the Americans with
should be aired at developing fit joumey level sta'ha oisati ties Ad and all ales and regulations estabfahed Mere
employees in the type of trade or job ctasification involved. under. Employers must provide reasonable-accommodation in
all employment activities unless to do so would cause an
b. C mstem with the mntractofs work force requvenherrs undue hardsh�p.
and as permissible under Federal and State regulations,the
contractor shall make full use of training programs,i.e., 9.Selection of Subcontractors.Procurement of Materials
apprenticeship,and on-the-job training programs for the and leasing of Equipment The contractor shall not
geographical area of contract performance. to the event a dscrvninate on the grounds of race,color,religion.sex,
special provision for training is provided under this contract nation-id orig n.age or dsabd3y in the selection and retention
this subparagraph wN be superseded as indicated in the of subco ntactors.including pranaoement of materials and
special provision. The contracting agency may reserve leases of equipment The contractor shall take all necessary
training positions for perms who receiveweffare assistance and reasonable steps to ensure nor iscrin ination in the
in accordance with 23 U.S.C.1411(a� admauistra6an of this contract.
c. The contractor will advise employees and applicants for a. The contractor shall notify all potential subcontractors and
employment of available training programs and entrance suppliers and lessors of their EEO obligations Wunder this
requirements for each_ contract
d. The contractor will perioftally review the training and b. The contractor wilt use good faith efforts to ensure
promotion potential of employees who are minorities and subcontractor compliance with their EEO obligations.
women and YA encourage elig3ie employees to apply for
such training and promotion.
10.Assurance Required by 49 CFR 26.13(b):
7.Unions:11 the contractor rakes in udwle or in pan upon
union as a source of employees,the contractor will use good a. The requirements of 49 CFR Part 26 and the State
faith efforts to obtain the cooperation of such unions to DOTS U.S.DOT-approved OBE program are incorporated by
increase opporhn Ws for minorities and women. Actions by reference.
the contractor.either directly or through a contracto s
association acting as agent,will include the procedures set b. The contractor or subcontractor shall not dseriminate on
forth below. the bass of race,color.mfionO origin.or sex on the
performance of Ms contract The contractor shall carry out
a. The contractor null use good faith efforts to develop.in applicable requirements of 49 CFR Part 26 in the av ward and
cooperation with the unions,joint bainong programs awned adnmnistration of DOT-assisted contra. Fabrre by the
bwward quarifyi ng more minorirlies and women for membership contractor to carry out these requiements is a material breach
in the union and increasing the skills of minorities and women of Ms cwftcL which may result in the termination of Ms
so that they may quatify for higher paying employment. contact or such other remedy as the contacting agency
deems appropriate.
b. The conhador will use good faith efforts to inrwrporate an
EEO clause into each union agreement to the end that such 11.Retards and Reports:The contractor shall keep such
union wl be contractually bound to refer applicants without records as necessary to document compliance W6 the EEO
regard to their race.color.religion,sex,national arigai,age or requirements. Such records shalt be retained_for a period of
disability. three years following the date of the final payment to the
conuado for all contract work and shall be available at
c. The contractor is to obtain vu`oriihation as to the referral reasonable times and places far inspection by authorized
practices and policies of the labor union except Mat to the representatives of the contracting agency and the FHWA.
extent such udannation is within the exclusive possession of
the labor union and such char union refuses to furnish such a. The records kept by the contractor shag document the
information to the contractor.the contractor shall so certify to following:
the contracting agency and shall set forth what efforts have
been made to obtain such hVrnation. (1)The number and work hors of minority and non-
minority group members and women employed in each wok
d. In the event the union is unable to provide the contractor classification an the project
w1h a reasonabie law of referrals within the time fm6 set forth
nth die cdledive bagam'rrg agreement,the contractorvf. (2)The progress and efforts being made in cooperation
through independent recrulment e5orts.fill the employment with unions,when applicable.to increase employment
vacancies without regard to race.color.religion,sex,national opportunities for minorities and women:and
origin,age or dsabW.making full efforts to obtain qualified
and/or quardiable minorities and women. The failure of a union (3)The progress and efforts being made in boating.hiring.
to provide sufficient referrals(even though it is obligated to trashing,quaFdy"ng,and upgrading maturities and women:
provide exclusive referrals under the reins of a collective
bargakiing agreement)does not relieve the comhaclorfrom the b. The contractors and subcontractors will submit an annual
requirements of this paragraph. In the evert the union referral report to the contracting agency eadn July for the duration of
practice prevents the conbactorfro m meeting the obbgatios the project,indicating the number of minority,women,and
pursuant to Executive Order 11246.as amended.and these non-minority group employees currently engaged in each work
special provisions.such contractor shall immediately notify the classftatiori requ red by the contract work This information is
contracting agency. to be reported on Form FHWA-1391. The staling data should
represent the project wale face an board in all or any part of
8. Reasonable Accommodation for Applicants I the last payroll period preceding the end of July. H onthe-job
Employees with Disabilities: The contractor must be fam€ar training is being reqwred by special provision,Me contractor
Exhibit I-Page 3 of 12
edt be required to collect and report training data. The of paragraph l.d.of this sure:also.mgular contributions
emptayment data should reflect the work force on board during made or costs incurred for more than a weekly period(but not
all or any part of the fad payroll period preceding the end of loss often than quarterly)under plans.funds,or programs
hdy. which cover the particular weekly period,are deemed to be
ccestruaiv*made or incurred during such weekly period_
Such laborers and mechanics sha l be paid the appropriate
M.NONSEGREGATED FACILMES wage rate and fringe benefits an the wage determination for
the dassifig6on of work actually performed,without regard to
This prorrsim is applicable to all Federal aid construction skip,except as provided is 29 CFR 5.5(a)(4j.Laborers or
contracts and to all related construction subcontracts of mechanics perfannitg wink in mom than one dassdrcatiort
S10ADU or more. may be compensated at the rate specified for each
classification for the time actually worked therein:Provided,
The contractor must ensure that facilities provided for That the employees payroll records accurately set forth the
employees am provided on such a manner that segregation on time spent in each classsifration in which work is performed.
the basis of race.color.re5gimi,sere,or national origin cannot The wage determination(mctudseg any additional classification
result. The contractor may neither require such segregated and wage rates owdorrned under paragraph 11.of this
use by written or oral policies nor tolerate such use by section)and the Davis-Bacon poster(WH-1321)shall be
employee custom. The cordractods obligation exter ds further posted at all times by the contractor and its subcontractors at
to ensure that is employees are not assigned to perform their tie site of the work in a pranirwnt and accessible place where
services at any location,under the cordractoes mrdrol.where d can be easily seen by due wo rs.
the facilities are segregated The Mirm'facftes'includes
wadfing rooms,wort areas,restaurants and other eating areas. b.(1)The contract ng 6ffioershap require that any class of
free cocks, es ingar.washrooms,locker drinking
roams,and atna laborers or mechanics,inchedrrg helpers.which is not listed in
storage or dressingareas.parking lots.dunking fang ors. the w�determination and which s to be employed under the
recreation orentataahmerrt auras,franspoutaton and hausig contract MW be dassffied in conformance with the wage
provided for employees. The contractor shag provide separate determination_The officer shall approve an
or single-user resbooms and necessary dressing or sleeping additonal classification and wage rate and fringe
areas to assure privacy between sexes. therefore only when the followng criteria have been met:
N. DAVLVMCON AND RS.ATED ACT PROVISKM ()The wort to be performed by the classification
requested is not performed by a dassifxabon in the wage
This section is applicable to all Federal-mod construction detenninatiorc and
projects exceeding$2.DDD and to all related subcontracts and
brier-bersubwnbacts(regardless of subcontract size} The a The classification is utifted in the area by the
requirements apply to all projects located withal the right-&- construction industry.and
any of a roadway that is functionally classified as FederaFard
highway. This excludes roadways functionally classified as
local roads or rural minor collectors,which are exempt. (m)The proposed wage rate.including any bona fide
Conhactirpy agencies may elect to apply these requirements to fringe benefits,bears a reasonable relationship to the
cow pro1ects wage rates contained in the wage determination.
The fallowing provisions are from the U.S.Depmknnent of (2)If the contractor and the laborers and mechanics to be
Labor regmdatiom in 29 CFR 5.5'Connat provisions and employed in the classification(d knowir,or their
elated mates'with mirmr revsias to oadnrm to the FFNdA- eves,and the contracting officer agree an the
1273 format and FHWA program requirements, classification and wage hate fincluding the amount
designated for fringe benefits where appropriate),a report of
the action taken shall be sent by the cmitacdirrg officer to the
i. hlimrmnn wages Administrator of the Wage and Hour Divisiorh,Employment
Standards Administramm,US.Department of Labor,
a All laborers and mechanics employed or working upon Washi»igtcrm,DC 20210-The Administrator,or an authorised
the site of the wort.wA be paid uncunddiormatly and not less representative,udl approve,modify.or disapprove every
often Bran once a week,and without subsequent deduction or additional dassificatim action within 30 days of receipt and
rebate on arty account(except such payroll deductions as are so advise the contracting officer or will notify the contracting
permitted by regulations issued by the Secretary of Labor affuw withn the 36-day period that additional time is
under the Copeknd Act(29 CFR part 3)).the fit amount of necessary.
wages and bona fide fringe ben eft(or cash equivalents
thereof)due at time of payment computed at rates not less (3)In the evert the contractor.fie laborers or median ics
than those contained in the wage detennahatim of the to be employed in the classification or their representatives.
Secretary of Labor addeh is attached hereto and made a part and the contractrg officer do not agree on the proposed
hereaf.regardless of any contractual relationship which may classification and wage rate(including the amount
be alleged to exist between the mrtlraetor and such laborers designated for tinge benefits,where appropriate),the
and mechanics. contracting officer shall refer the questions.indudrng the
views of all interested parties and the recommendation dation of the
Corrtrdatiws made or costs reasonably ardiapated for bona comiractog officer.to the wage and Hour Administrator for
fide fringe benefits under section 1(b)(2)of the Davis$aoam determoolioa The Wage and Hour Administrator,oran
Ad on behalfof laborers or mechanics are considered wages authorised representative.wig issue a determo kd x within
paid to such laborers or mechanics,subject to the provisions. 3D days of receipt and so adage the emrtractM officer or
Exhibit I -Page 4 of 12
will notify the connoting officer wilitim the 3D-day period that Ba=Act,the for shall maintain records which show
additional Lane is necessary that the commitrtrent to provide such benefits is enforceable,
that the plan or program is financially responsible,and that the
(4)The wage rate(including fringe benefits where plan or program has been communicated in writing to the
appropriate)determined pursuant to paragraphs 1h(2)or laborers or mechanics affected.and records which show the
1 b43)of this section shall be paid to ail workers performing costs annhcipated or the aft cast i n cried in providing such
work in the classification under this contract from the first benefits.Contractors employing apprentices or trainees under
day on which work is perftpmed in the dassdicatipn. approved programs shall maintain written evidence of the
registration of apprenticeship programs and cer iicallon of
trainee programs,the regstration of the apprentices and
c.Whenever the mkirnum wage rate prescribed in the trainees.and the ratios and wage rates prescribed in the
contract for a class of laborers ormedwhics includes a fringe applicable programs.
benefit which is not expressed as an hourly fate,the ocird for
shall either pay the benefit as stated in the wage determination b.(1)The contractor shall submit weekly for each week in
or shag pay a i0bet bona fide fringe benefit or an hourly cash which any contrast work is performed a copy of all payrolls to
equivalent thereof the contracting agency. The payrolls submitted shall set out
accurately and completely at of the information requaed to be
d.If the contractor does not make payments to a trustee or maintained under 29 CFR 5.5(ax3)ni except that full social
other thud peman,the contractor may consider as part of the security numbers and home addresses shall not be mcluded
wages of any laborer or mechanic the amourd at any costs an weekly transmittals.InsLad the payrurls shall only need to
reasonably anticipated in prwidrng bona ride{tinge benhe its vcdude an individually identifying number for each employee
under a plan or program,Proulded.That the Secretary of e.g..the last four digits of the employee's social security
Labor has found,upon the written request of the contractor. morhber).The regiced weekly payroll bft.,anon may be
that the applcable standards of the Danra-Bacon Ad have submitted in any form desired.optional Form WH-47 is
been met.The Secretary of labor may require the contractor available for this propose from the Wage and Hour Division
to set aside in a separate aoxomd assets for the meeting of Web site at ht JAvwvLdd.goulesafwhdffammMhUTrnsbh4n
obligations under the plan or program or its successor site.The plane contractor is responsible for
the submissiion of copies of Payrolls by all subcontractors.
2. Withholding Contractors and subcontractors shall maintain the full social
security number and current address of each covered worker,
and shall provide them upon request to the contracting agency
The contracting agency shall upon its own aeon or upon for transmission to the State DOT.1he FHWA or the Wage and
written request of an aufhonzed representative of the Howes Division of the Department of labor for purposes of an
Department of Labor.withhold or cause to be wthheld from investigation or audit of compliance with prevailing wage
the contractor Linder this cannot.or any other Federal requirements.It is not a violation of this sestrmn for a prone
contract with the same prime contractor,or any other federally- contractor to require a snbcontrarkw to provide addresses and
assisted contract subject to Dana-Bacon prevailing wage social security numbers to the prone contractor for its own
requirements.which is held by the same prime contractor.so retards.without weekly submission to the contracting agency..
much of the accrued payments or advances as may be
considered necessary to pay laborer and mechanics, (2)Each parries submitted shall be accompanied by a
including apprentices.trainees,and helpers,employed by the Statement of Coppliarrm'sigried by the contractor or
contractor or any subcontractor the full amount of wages stubcontraclo r or lids or her who or
mWired by the contract. In the event of failure to pay arrgr Ord Pays supervises the
laboncer or mechanic,inducting any apprentice.trainee,or Pertinent of the persons employed under the contract and shall
certify die f°g°°r°ig'
helper,employed or working on the ste of the work.all or part
of the wages required by the contract the contracting agency
may.after vaitten notice to the contractor.take mrc h action as (i)That the payroll for be payroll period contains the
may be necessary In cause the suspension of any further information required to be provded undeer§5.5(a)(3)(n7 of
paymaht advathce.or guarantee of fends and such volatiarrs Regulations.29 CFR part 5,the appropriate udonnafion is
have cued. being maintained miler§5.5(a)(3)nn of Regulations.29
CFR part 5.and that such information is correct and
3. Payrolls and basic records comb:
a Payrolls and basic records retailing thereto shall (5)That each laborer or mechanic:(including each
d by the contractor during the course of the work and helper.apprentice,and tratriee)employed an the contras
maintitme
preserved for a period of three years thereafter for all laborers dining the paying period has been paid fhe full weekly
and n working at the site of the work.Such records wages earned,without rebate.either directly or indirectly.
shag contain the name,address,and social security comber of and that no deductions have been made either directfyr or
each such worker.his or her tarred dassd'cation.homy rahts oidizectly from the fiAI wages earned,other than
of wages paid(including
ding rates of contributions part
3tions or costs perms., ble deductions as set farm in Regulations,28 CFR
antied for hang fide fringe berie`tts equivalents or cash evalents l :
thereof of the types described in section I(b)(2)(B)of the
Davis-Bacon Art),daily and weekly number of hams worked. m That each laborer or mechanic has been paid not
deductions made and acbnal wages paid.Whenever the less than the applicable wage rates and fringe benefits or
Secretary of labor has found under 29 CFR 55(axt Xhv)that cash equivalent;for the classification of work performed,
the wages of arty laborer crmeda is include the amount of as spec fled in the applicable wage determination
any cow reasonably anticipated in providing benefits under a incorporated into the confer
plan or program described in section I(b)(2)(B)of fhe Davis-
Exhibit I -Page 5 of 12
(3)The weekly submission of a properly excited rate specified in the applicable wage determination-
cert5fieatiot set torch on the reverse side of Optimid Form Apprentices shall be paid fringe benefits in accordance with
VVH-347 shall satisfy the requiremem for submission of the the provisions of the apprmticesfep program.Ifthe
Statement of CompliarbW required by paragraph 3.b.(2)of apprenticeship program does not specify binge benefits.
this section. apprentices must be paid the full amount of fringe benefits
listed on the wage detemrzration for the applicable
(4)The falsification of any of the above certifications may classification.If the Administrator determines that a different
subject the contractor or subcontractor to cid or criminal Prate prevails for the applicable apprentice classification.
prosecution under section 1001 of title 18 and section 231 of fringes shag be paid in accordance with that deterrmnation.
title 31 of the United States Code.
In the event the Office of Apprerrticesi p Training,Employer
a The contractor or subcontractor shag matte the records
and Labor Services.or a State Apprenticeship Agency
requred under paragraph 3.a.of this section available for mcogrittedbytheOffimwithelmws appmv2d of an
inspecliorn•WpYinB.Or tratsaripbm by authorized apprenticeship program.the contractor will no longer be
representatives of the contracting agency.the State DOT.the permitted to utilize apprentices at less than the applcable
MVA. or the De{wtrnerd of Labor.and shall permit such predetermined rate for the work performed until an acceptable
representatives to irdemew employees during nuking haws program isroapp '
on the job.If the contractor or subcontractor fails to submit the
requ red records or tit make thern available.the FHWA may. b.Trainees(programs of the USDOL).
after vorkren notice to the contractor,the contracting agemy or
the State DDT,take such action as may be necessary to
cause the suspension of arty fiwther payment advanoe,or Except as provided in 28 CFR 5.td3,trainees will
tie
guarantee of funds.Furthermore.Whore to submit the required permitted to work at less than the predetermined rate for the
records upon request or to make such records available may work performed unless they are employed pursuant to and
be grounds for debarment action pursuant to 29 CFR 5.12. indwidctally regjsterred in a program which has received prior
approval.evidenced by formal certification by the U.S.
Department of I abo.Employment and Training
4 Apprentices and trainees Adma6tration.
a.Apprentices(programs of the USDOL). The ratio of trainees to journeymen on the job site shall not be
greater than permited under the plan approved by the
Appnmftn rA be permitted to work at less 8wm the Employment and Training Aifnrdr afian.
predetermined rate for the work they performed when they are
employed pursuant to and indimridua0y registered in a bona fide Every trainee must be paW at not less than the rate specified
apprenticeshp programs registered with the U.S.Department of in the approved program for the trairree s level of progress.
Labor.Employrnerd and Training Adrnatisbatim.Office of expressed as a percentage of the journeyman hourly rate
AppreMioeshp Trammg.Employer and labor Se vices.or with specified in the applcable wage ddermualion.Trainees shag
a State Apprenticeship Agency recognized by the Office.or if a be paid fringe benefits in accordance with the provisions of the
person is employed in his or her first 90 days of probationary trainee program If the trainee program does not merman
employmerd as an apprentice m such an appenticeship hinge benefits.trainees shag be paid the fug amount of fringe
program,who is not individually registered in the program•but benefits listed an the wage determination unless the
who has been certhed by the Office of Apprenticeship Administrator of the Wage and How Division determines that
Trauring.Enployor and L&wServoes or a State there is an apprenticeship program associaled with the
Apprerdicestip Agency(where appropriate)to be eligible for eorespondiq journeyman wage rate on the wage
probationary employment as an apprentice. determination which provides for less than full fringe benefits,
for apprentices.Any employee listed on the payroll at a trainee
The allowable ratio of appreidx*s to journeymen an the job rate whc is not registered and participating in a training plan
site in any craft classification shall not be greater than the ratio appmonmed by the Employment and Training Adrnmistration shag
permitted to the contractor as to the entire wok force under be paid not less than the applicable wage rate on the wage
the registered program-Any worker fisted on a payroll at an determination forthe classification of work arhialfy performed.
apprentice wage rate.who is not registered or otherwise In addition,any trainee perfomrng work an the yob site in
employed as stated above.shag be pail not less than the excess of the ratio permitted under the registered program
applicable wage rate an the wage detentimatipn for the shall be paid nut less than the applicable wage rate on the
classification of wodr actually performed.to ad idiom any wage determination for the wok actually performed.
apprentice performing work on the job site in excess of the
ratio permitted under the registered program shag be paid not In the event the Employment and Training Admimstraticn
less than the applicable wage rate on the wage determination withdraws approval of a training program.the contractor will no
for the work actually performed.Where a contractor is longer be permitted to utilize trainees at less than the
performing construction an a project in a tocaffty other than applicable predetermined rate forthe wok performed until an
Ihat m which its program is registered.the ratios and wage acceptable program is approved.
rates Impressed in percentages of the jorneyman s hourly
rate)specified in the contiachres or sumcormactor's registered
program shall be observed c.Equal employment opportunity.The utif¢abon of
apprentices trainees and tamreymen raider this part shall be
in Confimnity with the equal empWWnerd opporbmity
Every apprentice moat be paid at not less than the rate requirements of Executive Order 111246.as amended.and 29
specified ur the registered program forthe apprentices level of CFR part 30.
progress.a iessed as a percentage of the Journeymen hourly
Exhibit I-Page 6 of 12
d. Apprentices and Trainees(programs of the U.S.DOT).
Apprentices and banees working under apprentieesh p and V- CONTRACT WORK HOURS AND SAFETY
dull tranmg programs which have been rimed by the STANDARDS ACT
Secretary of Transportation as promoting EEO in cormecbon
wih Federal-aid highway construction programs are not The following clauses apply to any Federal-aid construction
subject to the regtf ements of paragraph 4 of this Section M contract in as amount in excess of$100.000 and subject to the
The straight time hourly wage rates for apprentices and overtime provisions of the Contract Work Hours and Safety
trainees under sudh programs will be established by the Standards Act These clauses shall be inserted in addition to
particular programs The ratio of apprentees and tramees to the clauses required by 2B CFR 5.5(a)or 29 CFR 4.& As
journeymen shall not be greater than permitted by the terns of used in this paragraph.the terms laborers and mechanics
the particular program. mcbmi a watchmen and guards.
5_Compliance with Copeland Act requirements. The 1.Overtime requirements. No canbactw or subcontractor
contractor shag comply with the requirements of 29 CFR part contacting for any part of the contract work which may require
3.which are incorporated by reference in this contract or involve the employment of laborers or mechanics shag
require or pearl any such laborer or mechanic in any
G Subcontracts. The contractor or subcontractor shall insert woi la, in which he or she is employed on such work to
Form F}RNA-1273 in any subcontracts and also require the work in excess of forty hours in such workweek unless such
subcontractors to vnc ule Form FKWA-1273 in any boor tier laborer ormedtarhic receives compensation at a rate not teas
subcontracts.The prime contractor shag be responsible for the than one and one-half times the basic rate of pay for all hours
compliance by any suboorrbado or lower tier subcontractor worked in excess of forty hours in such workweek.
vith ag the contract clauses in 29 CFR 5.5-
2 ViolaEtar.liability for unpaid wages liquidated
7-Contract termination:debarment. A breach of the damages In the event of any vnlatidn of the clause set forth
oontrad dallies'in 28 CFR 6.5 may be g)munds for 6e[minat n in paragraph(1.)oithis section.the contractor and any
subcontractor responsible
of the contract,and for debarment as a contractor and a therefor shall be liable for the
sbcoubactar provided in 29 CFR 5.12. unpaid wages-In addition.such contractor and subcontractor
shall be liable to the United States(n the rase of work dare
under contract for the District of Columbia or a territory,to such
&Compliance with Davis-damn and Related Ad District or to such territory).for EWWated damages.Such
reWiremenls- Ag rulings and uttalcretatiens of the Davis- liquidated damages shag be computed with respect to each
Bacon and Related Acts contained in 29 CFR parts 1.3.and 5 individual laborer or medeamic,including hiding watchmen and
are herein incorporated by reference in this contract sly.employed in violation of the clause set forth In
paragraph(1.)of this section.in the sum of$10 for each
S.Disputes ooncerhing labor standards-Disputes arx&V calendar day on which such individual was required or
out of the labor standards provisions of this contract shall not Permitted to wort in excess of the standard workweek of forty
be subject to the general disputes clause of this t Such hours 09d payment of the overtime wages required by the
disputes shag be resolved in accordance with the procedures, clause set forth in paragraphs(1.)eF this section.
of the Department of Labor set forth in 29 CFR parts 5.a.and
7-Disputes within the meaning of this dace include disputes 3.Withholding for unpaid wages and 6quidabed damagm
between the contractor(or any of 3s subcontractors)and the The FHWA or the corritkting agency shag upon its own action
contracting agency.the US.Department of Labor,or the or upon written request of an authorized representative of the
employees or their representatives. Department of Labor wilhfidd or cause to be withheld,fnxn
any moneys payable on aecoum of work performed by the
10-Certification of eligibility- contractor or subcontractor under any such contract or any
other Federal contract with the same prime contractor,or any
other federa4-assisted contract subject to the Contract Work
a.By enteroV i rto this rxunbact.the contractor certifies that Hours and Safely Standards Act which is held by the same
neither it(nor he or she)nor any person or firm who has an prime contractor,such sons as may be determined to be
interest in the contractor's firm is a person or fain ineligible to necessary to satisfy any liabdities of such contractor or
be awarded Government contracts by virtue of secbcn 3(a)of subcontractor for unpaid wages and liquidated dam as
the Davis-Bacon Ad or 29 CFR 5.1 2(a)(1). provided in the clause set forth in paragraph(2-)of this
secton.
b.No part of the contract shag be subcontracted to arry person
or form ineligible for award of a Government contact by virtue 4.Subcontracts. The contractor or subcontractor shag i seit
of section 3(a)of the Davis-Bacori Act or 29 CFR 5.12(ax1). in any subcontracts the clauses set forth in paragraph(1.)
through(4.)of this section and also a clause requiring the
a The penalty for making take statements is presented in the subcontractors to include these dazes in any lower tie
for
U.S.Criminal Code 1B US.C.f00 L subcontracts.The prime contractor shag be responsble
cantplance by any subcontractor or lower tier subcontractor
with the clauses set forth in paragraphs(1.)through(4.)of this
section.
Exhibit I -Page 7 of 12
evidenced in writing and that it contains all perfcrent provisions
Vl.SUBLETTING OR ASSIGNING THE CONTRACT and requirements of the prime contract.
This provision is applcable to all Federal-aid construction 5.The 30`K self-performance requirement of paragraph(1)is
contracts an the National FEghaay System. not applicable to design-build contracts:however,contracting
agencies may establish their own self-per(aimarce
1.The contractor shall perform oath its arm organization requirements-
contact work amourdW m not less than 30 percent(or a
greater percentage if speried elsewhere in tee contract)off
the fatal orignai contract price,excluding any specially items VIL SAFETY_ACCIDENT PREVENTION
designated by the ccviI ", g agency. Speriafty items may be
performed bysubcontraci and the amount of any such T h i s p r o v i s i o n i s applicable to all Federal-aid
specialty items performed may be deducted from the total construction contacts and to a9 related subcontracts.
original contract price before compulag the amount of work
required to be performed by the oadrasmfs own organization 1. In the performance of this contract the for shall
(23 CFR 835.116J comply each all applicable FedeeJ,State,and local laws
gone"safety,health,and sanitation(23 CFR 635) The
a The term perform work with its am arWni titian'refers contractor shall provide all safeguards,saftsy devices and
to workers employed orleased by the prune contractor,and protective equipment and take any other needed actions as it
equipment owned or rented by the prime contactor,with or determines,or as the contracting officer may determine.to be
will=operators. Such term does rot include employees or reasonably necessary to protect the He and health of
equipment of a subcontractor or lower tier subcontractor. employees an the job and the safety of the public and to
agents of the prune contractor.or any other assignees. The protect property in connection w.'ts the performance of the
term may include payments for the costs of haaeg teased work covered by the Contract.
employees from an employee teasing firm meeting a7 relevant
Federal and State regulatory requienents. Leased 2 It is a condition of this contract and shall he made a
employees may only be included in this teem if dre prime condson of each subcontract.which the eonhactor enters info
contractor meets all of the fallowing conditions: pursuant to this contact,that the contractor and any
subcontractor shag not permit any employee,in performance
(1)the prime contactor maintains corrhd aver the of the contract to wade in surrormdrngs or under condlmns
supervision of the day-to-day activities of the leased which are unsanitary,hazardous or dangerous to his/her
employees. health or safety.as determined under construction safety and
(2)the prune contactor remains responsible for the qual ty health standards(29 CFR 1826)promulgated by the Secretwyr
of the pork of the leased employees: of Labor.in accordance with Section 107 of the Contract Work
(3)the prime contactor retains all power to accept or Hams and Saldy Standards Ad(40 U.S.C.3704).
exclude individual employees Tram wok on the project and
(4)the prune contactor remains rdtmately responsible for 3.Pursuant to 29 CFR t926.3,it is a condition of this contract
the payment of predetermined minimum wages.the drat the Secretary of Labor or authorized representative
submission of payrolls,statane is of compliance and all thereof.shag have right of entry to any site of corbad
other Fetal tegadatayr requirements. performance to inspect or investigate toe matter of compliance
with the c on safety and health standards and to carry
b.-Specialty Items-shall be casbuW to be limited to work out the duties of the Secretary under Section 107 of the
that require highly speria5zed knowledge,abilities,or Contrad Work Horns and Safety Standards Act(40
equipment not ordinarily available in tie type of contracting U.S.C.3704}
organizations qualified and expected to bid or propose an the
contract as a whole and in general are to be lintited to minor
components of the overall contract VTR FALSE STATEMENTS CONCERNING HIGHWAY
PROJECTS
2.The cantrad amount upon which the requrernerds set lath
in paragraph(1)of Section VI is computed includes the cost of T h i s p r o v i s i o n i s applicable to all Federal aid
material and maQmbemned products which are to be construction contractsand to allrelated subcontracts.
pu
rchased or produced by the contractor under toe COfltraat
provisions. In order to assure high quality and durable aasbvetion on
conformity with approved plans and spas and a high
3 The conlracl r shag furnish(a)a competent superintendent degree of reliability on statements and representations made
or supervisor who is employed by the fain.has fug authority to by engineers.cornbaaars,suppliers.and workers on Federal-
direct performance of the work in accordance with the c onla aid highway projects.it is essential that all persons concerned
niquirements,and is in charge of all construction operations with the project perform theirfuncliums as carefully,thoroughly.
(regardless all who performs the wok)and(b)such other of its and honesty as possible. Willful falsification.dstorliom or
own organizational resources(supervision.management,and misTepresertatio n with respect In,any forts related m the
engineering services)as the ocintracting officer determines is project is a violation of Federal taw. To'pfmrd any
necessary to wmire the perfarmance of the contact misunderstanding regarding the seriousness of these and
similar acts,Form FFIWA-IM shag be pasted on each
4.No portion of the contract shaf be sublet assigned or Federal-aid highway project(23 CFR 035)in one or more
otherwise disposed of except with the written consent of the places where it is readily available to all person ooxemed
otintraduhg officer,or authazed representative,and such with the project
consent when giveri shell not be construed to regetre the
co nhactor_of any responsibility for the fiffilnerd of the
contract. Writers consent will be given only anger the 18 U.S.C.t020 reads as follows:
contacting agency has assured that each subcontract is
Exhibit I-Page 8 of 12
-Whoever.being an officer.agent or employee of the United covered transactm The prospective first tier paficipard shall
States,or of any State or Territory,or whoever,whether a submit an explanation of why it cannot provide the certification
person.association,firm.or copwatiort knowingly makes any set cut below.The certification or explanation will be
false statement.false representation,or false report as to tie considered ih coiietion with tie deparbneat or agency's
character.quality.Wantity.or cost of the material used or to determination whether to eater ihm this transaction.However.
be used.or the quantity or quaEfy of the work performed or to failure of the prospective first tier participant to furnish a
be performed,on the cost thereof in co medion with the certification or an explanation shall disqualify such a person
submission of plans.maps.specificatiors.contracts.or costs from participation in this transactiom
of constructor an any highway or related purled submitted for
approal to the Secretary of Transportation;or c.The certification in this clause is a material representation
of fad upon which reliance was placed when the contracting
Whoever knowingly makes any false statement false agency doe pined to enter into Ods.ttansacticr.If it is later
representation.false report or fie dairy with respect to the determined that the prespechw parhapard knowngly rendered
character.quality,qua".or cost of any work performed or to an em rteous certdnc rtioh,in additiort to other remedies
be performed,or materials furnished or to be firmishhed,in available to the Federal Government the contracting agency
connection with the construction of any highway or related may terminate this transaction for cause of defauR
project approved by the Secretary of Transportation:or
d.The prospective first tier participant shall provide
Whoever knowingly makes any false statement orfalse immediate written notice to the contracting agency to whom
representation as to material fact'in statement certificate, this proposal is submitted if any time the prospective first tier
or report submitted pursuant to prwsions of the FederaFaid participant teams that its certification was erroneous when
Roads Ad approved tidy 1,19 16.(39 Stet 3551 as amended submitted or has become erroneous by reason of dtanged
and sWplenuenteck circumstances_
Shall be fined under this the or imprisoned not more than 5 e.The tems-covered transaction.* debarred,'
years or both' -suspended:-me6gble;-participant.'person, 'principal,'
and-volydanly excluded'as used in this clause.are defined
in 2 CFR Parts 180 and t2GD_ 'First Tier Covered
DL IMPLEMENTATION OF CLEAN AIR ACT AND FEDERAL Transactions'refers to any covered transaction between a
WATER POLLUTION CONTROL ACT grantee or suhgrardee of Federal Lends and a participant(such
as the prime or general contact). 'Loter Tier Cowered
This provision is appEcaW to all Federal-aid construction Transactioss refies to any covered tramac5on under a Fast
contracts and to all related suboor rdc& Tier Covered Tra sactum(such as sucwtracts} 'First Tier
Partteipanf refers to the participant who has entered into a
By submission of this b dlpmp*A or the execration of this covered tratsacrm wdh a grantee or stbgrardee of Federal
contract,or subcontract as appropriate.the bidder.proposer. funds(such as the prime or general contractor} -Lower The
Federal-aid coristrudion contractor,or subcontractor.as Participanr refers any participant who has entered into a
appropriate.will be deemed to have stipulated as follows: covered transaction both a First Tier Participant or other Lower
Tier Participants(such as subcontractors and suppliers}
1.That any person why is or will be utifized in the
peformanoe of dm mrrbad is not prohibited from receiving an f.The prospective first tier participant agrees by submitting
award due to a violation of Section 508 of the Olean Water Ad this proposal that should the proposed covered transaction be
or Section 30B of the Clean Air Ad. entered into.if shall not knowingly enter into arry lower tier
2.That the contractor agrees to include orcause to be covered transaction uv to a person into is debarred.
included the requirements of paragraph(1)of the Section X in suspended,declared ineligible,or voluntarily excluded from
every subcontract and further agrees to take such action as patticipabori un this covered transaction,unless authorized by
the contracting agency may direct as a means of enforcing the department or agency entaig into this transaction
such rtequ irenents.
g.The praspednre first tier pa=ipanifurtner agrees by
submitting this proposal that O will include the clause tilled
X CERTIFICATION REGARDING DEBARMENT, -Certification Regarding Debarment Suspension,kheligilnd'dy,
SUSPENSION,IMm Gomm AND VOLUNTARY and Voluntary Exclusion-Lower Tier Covered Transactions,'
EXCLUSION provided by the department or contracting agency,entering
into Of,cowered transaction.without modification,in all tower
This provision is anp6rabie to all Federal-aid Construction her covered transactions and in al sdiciat3ms for lower ter
contracts,desig n buDd contracts,su6mrmaca,lower-tier covered barsacbons ezceedrg the 525.000 threshold.
subcontracts.purchase orders.tease agreements.corsuftant
contracts or any other covered transaction requiring RNA h.A participant in a covered taasaciion may rely upcm a
approval or that is estimated to cost$25.1100 or more- as certification of a prospective partaipant in a lower tier covered
defined in 2 CFR Parts 1811 and 1200. transaction Oral is not debarred.suspended.inerrglle,or
voluntarily owluded fron the cohered transaction.unless it
knows that the cen;fcati m is ertoneous. A participant is
resporsible tar ensuring that its principals are not suspended.
1.Instructions for Certification-Fist Tier Participants_ debarred,or otherwise iheligble to partite it covered
bansactimm To verify the etiglolity of its tainapals.as well as
a.By sigtrang and subm!ltirg Ott proporsat the prospective the eligibility of any lower ter prospective participants,each
fast fier participant s providing the certification sd art below participant may,but is not required to.check Ole Excluded
Parties List System website(hhflosJ7wwaw.epls.rovtl,which is
b.The vuabJdy of a person to provide the certification set out compiled by the General Services Administ!on.
below will not necessanly result in denial of participation in the
Exhibit I-Page 9 of 12
k Mother carRaa`ed in the foregoing shall be construed to Otis transaction originated may pursue available remedies.
require the establishment of a system at records in order to includaig'suspension andVor debarment
tender on goad 1alh the certification required by this clause.
The knowledge and information of the prospective participant c.The prospective lower tier participant shag provide
is not required to exceed that which is normally possessed by onmerfind written notice to the person to which this proposal is
a prudent person in the ordinary terse of business dealings. submitted if at any time the prospective lower tie`participant
\ learns that its certification was erroneous by reason of
}Except for transactions authorized under paragraph(f)of changed cirpanstances.
these instructions.if a participant in a covered transaction
knowingly enters into a lower tier covered transaction with a d.The tenns'coveed transaction..'debarred'
person who is suspended.debaned,ineligible,or voluntarily 'suspended,.oorfgibk,"participant""person.'"principal:
excluded from pafic iafm in tlffi transarbrnk in adddion to and 7rohodarily excluded,'.as used in this clause.are defined
other remedies available to the Federal Government the in 2 CFR Parts 180 and 1200- You may contact the person to
department or agency may terminate this transaction for cause which this proposal is submitted for assistance in obtaining a
or default. copy of those regulations. 'Fast Tier Covered Transactions'
refers to any covered transaction between a grantee or
..'.' subgrantee of Federal hands and a participant(suet[as the
prime or general contract). 'Lower Tier Covered Transactions
2. Certification Regarding Debarment Suspensiorx refers fa any covered transaction under a First Ter Covered
Ineligibility and Voluntary Exclusion—First Tier Transaction(such as subcontracts). 'First Tier Participant
Partiicipants: refers to the participant who has entered into a covered
transaction nilh a grantee or suttee of Federal funds
a The prospective first tier participant certifies to the best of (such as the prime or general conbacterL loans Tier
its knowledge and belief,drat it and its principals: Participanr refers any participant who has entered into a
catered transaction w:tn a First Tier participant or other tower
(1) Are not presently debanad suspended proposed for Tier Participants(such as subcontractors and suppliers).
dehann_^,declared'ineligible.or wdunfaity excluded 6om
participating in covered bansactions by any Federal e.The prospective tower tier participant agrees by
depatmrEmt or agency-. submitting this proposal that,should the proposed covered
transaction be entered irdo.it shall not knowin*enter irgo
(2) Ham not within a three-year period preceding this any lower tier covered transaction with a person who is
proposal been convicted of or had a cid}udgmert rendered debarred.suspended declared ineligible.or voluntarily
against then for wrnnasion of fraud or a crunhal offense in excluded trdm participation in this covered transaction.unless
connection adh obtaining.a*empbV to obbi h,or performing authiona ed by the department or agency with which this
a public(Fedeaf.She or focal)bansaciimn or contract under transaction originated.
a public transaction:violation of Federal or State antitrust
statutes or commission of embezzlement then,forgery. f.The prospective pouter tier participant further agrees by
bribery.falsification or desbucbm of records,matting false submitting this proposal that it will include this clause titled
statements,orreoEkmg stolen property; 'Cer6Tnration Regarding Debarment Suspension.Ineligibility
and Voluntary Exidusnona.aver Tier Covered Transaction,'
(3) Are not presently Indicted for oretherwse criminally or without modi5cdtion.in all lower tier covered transactions and
civilly charged by a governmental entity(Federal.State or on ag solicitations for lower tier covered transactions exoeedmg
local)with commission of any of the offenses emrnerated in the$25.01H1 threshold-
paragraph(a)(2)of this oerG{cation;and .
g.A participant in a covered transaction may rely upon a
(4) Have not within a three-year period preceding this certification of a prospective participant in a lower tier covered
applicationouposal had one or more public transactions transaction that is not debarred,suspended.ineligible,or
(Federal.State or local)terminated inn cause or default voluntarily excluded from the covered transaction.unless it
knows Brat the certification is erroneous.A participant is
b. Where the prospective participant a tunable to certify to responsible for ensuing that its principals are not suspended,
any of the statements in this ceAfficatioa such prospective debarred or otherwise ineligible to partir ate in covered
participard shag attach an explanation to this proposal- bansactiorm To verily the eligibility of its principals,as well as
the eligibility of any lower tie prospective participants.each
2.Istrucfrons for Certification-Lower Tier Participants: participant may.but is not required to._check the Excluded
Patties List Systemwetisioe Lhttps9lwwwiv.epts.tiavn.which is
(ffffir hlem all subcontracts.purchase.orders and other compiled by the General Services Administration,
baser tier transactions requiring prior FHWA approval or
mated to cost$25.000 or more-2 CFR Parts 180 and h.Nothing contained in the foregoing shall be construed to
1200) require establishment of a system of recix cn order to render
on good faith the certification required by this clause.The
a By signing and submitting this proposal,the prospective knowledge and information of par6eiparit is not required to
lacier tier is pnx ding the certification set out befow. exceed that which is normally possessed by a prudent person
in the ordinary course of business dealings.
b.The certification in this clause is a material representation
of fad upon which reliance was placed when this transaction i.Except for transactions authorized under
it is later detemmed that the paragraph a of
was entered into.B prospective these instructions.if a participant b a covered transaction
(ewer tier paticpand knowingly rendered an erroneous knowingly enters into a barer tier covered tansaction with a
certfiralim in addition to other iemedxs avait&fe to the person who is suspended.debarred.ineligible.or vokmtardy,
Federal Govern ma t the department or agency with which excluded from participation in this transacban.in addition to
other remedies available to the Federal Government.the
Exhibit I -Page 10 of 12
department or agency with which this transactm originated
may pursue available des,including suspension arhdh'ar
debarment
Certification Regarding Debarment Suspension.
loelirlpftifity and Voluntary Exclusion—Lower Tier
Participants_
1.The prospective lower tier participant certifies.by
submission of this proposal,that neither it nor its principals is
presently debarred.suspended,proposed for debarment.
declared ineligible,or voluntarily excluded from participating in
covered transactions by any Federal department or agency
22 When-the prospective lower tier participant is turnable to
cergy to any of the statements in this certification.such'
prospective participant shall attach an e3ipianation to this
proposal-
)U.CERTIFICATION!REGARDING USE OF CONTRACT
FUNDS FOR LOBBYING
This prm-isiion is applicable to all Federal-aid construction
contracts and to all related subcontracts which exoeed
stao.000(4g CFR 20).
1.The prospective particapard certifies,by sofmg and
s bm'+ting this bed or proposal,to the best of his or her
knowledge and belief.that
a No Federal appropriated funds have been paid at wM be
paid.by or an behalf of the undersigned,to any person 6
influencing or attempting to influence an officer or emp'lwjee of
any Federal agency.a Member of Congress.an officer or
employee of Congress.or an employee of a Member of
Congress in connection wifh the awarding of any Federal
contract.the making of any Federal grax the making of any
Federal loan.the entering into of any cooperative agreement
and the extension,continuation,renewal.amendment,or
moditation of any Federal contract,grant,loan,or
coaperat'ive agreement-
b.ff any funds other than Federal appropriated funds have
been paid or will be paid to any person for influencing or
athempdrhg to influence an officer or empMyee of any Federal
agency,a Member of Congress.an officer or.emgloyree of
Congress.or an employee of a Member of Congress in
connection with this Federal contract,grant,ban.or
000perative agreement.the undersigned shall complete and
svtimit Standard Form-LLL--Disclosure Faun to Repoa•t
Lobbying:in accordance with Gs utsbuctions_
2-This certification is a material representation of fad upon
whoc h reliance was placed when this transaction was made or
entered into. Submission of this ora47ication is a prerequisite
for making or entering into this transaction unposed by 31
U.S-C. 1352_ Any person who faits to file the required
aertTiearian shall be subject to a aril penally of not less than
516.006 and not more than$100,000 for each such failure_
3.The prospective partici parrt also agrees by submitting its
bid or proposal that the participant shall require that the
language of this eertifrcation be induded in all lower tier
subcontracts.mtich exceed$100,000 and that all such
recipients shall certify and disclose ahoord'hngly
Exhibit I -.Page 11 of 12
ATTACHMENT A-EMPLOYMENT AND MATERIALS t.The contractor shall include the provisions of Sections 1
FRET HHERCE FOR APPALACHIAN DEVELOPMENT through 4 of this At✓adhmerd A in every subcontract for work
HIGHWAY SYSTEM OR APPALACHI N LOCAL ACCESS which is.or reasonably may be.dame as on-site work.
ROAD CONTRACTS -
This provision is app5cable to all Federal,aid projects funded
underthe Appaladrian Regional Development Actof 1055.
1.Durmg the performance of this contract.the contractor
undertaking to do wort wh ch is,or reasarabty may be.dare
as on-site wort,shall give preference to qualified persons who
regulaly reside in the labor area as designated by the DOL
wherein the contract work is situated.or the subregion,or the
Appalachian counties of the State wherein the contract work is
situated.except
a To the extent that quaESed persons regularly resading in
the area are not available.
b.For the reasonable needs of the contractor to employ
supgvaory or specially expenenced personnel necessary to
assure an efficient execution of the contract work
a Forthe obliga&m of the contractor to offer employment to
present or formerempfoyees as the result of a lawful collective
barga�n:hg contract.provided that the number of nanre idend
persons erMloyed under this subparagraph(tic)shag not
exceed 2g percent of the total mrnberef employees employed
by the contractor on the co rtrad worn.except as provided in
subparagraph(4)below-
2 The contractor stafi place a yob order edh the State
Employment Service indicating(a)the classifications of the
borers.mechanics and other employees required to perform
the contract work.0)the number of employees required in
each classification,(c)the date on which the participant
estimates such employees wig be required.and(d)any other
pertinent information required by the State Employment
Service to complete the job order team. The job order maybe
placed with the State Eniployrnent Service in writing or by
telephone_ If during the course of the contact work.the
idornation submitted by the convaciDr in the original job order
is substantially mooed.the participant shag promptly notify
the State Employment Service-
3.The cortbactiorshall give full oorsid836M to all qualified
job applicants referred to him by the State Employment
Service. The contractor is not required to grant employment to
any job applicants who.m his opinion,are not qualified to
perform the classification cthcork requied.
4.If.within one week following the placing of a job order by
the contractor with the State Employment Service.the State
Employment Service is unable to refer any quafdied job
app5earts to the contractor.at less than the number
requested.the State Employment Service will forward a
ou icate to the contractor indicating the unauaitabi y of
applicants. Such certificate shall be made a part of the
corrtractofs permanent pmod records. Upon receipt of Ohs
certificate,the contractor may employ persons who do not
normally reside in the labor area to fill positions covered by the
caffmate.notwithstanding the prows nrs of subparagraph(tic)
above.
5_ The provsims of 23 CFR 933.2If7(e)allow the
conhactig agency to provide a conhadual preference for the
use of mineral resource materials native to the Appalachian
regrom
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.C. 276a to a4) as supplemented by Department of Labor regulations(29 CFR
Part 5) (Construction contracts in excess of$2,000 awarded by the Local Agencys and the.Local Agencys
when required by Federal Agreement program legislation..This act requires that all laborers and mechanics
employed by contractors or sub-contractors to work on construction projects financed by federal assistance
must be paid wages not less than those established for the locality of the project by the Secretary of Labor).
Contract Work Hours and Safety Standards Act
Sections 103 and 107 of the Contract Work Hours and Safety Standards Act(40 U.S.C. 327-330)as
supplemented by Department of Labor regulations (29 CFR Part 5). (Construction contracts awarded by the
Local Agency's in excess of$2,000,and in excess of$2,500 for other contracts which involve the employment
of mechanics or laborers).
Clear Air Act
Standards, orders, or requirements issued under section 306 of the Clear Air Act(42 U.S.C. 18.57(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 Circulars,A-87,A-21 or A-122, and A-102 or A-110,whichever is applicable.
Hatch Act.
The Hatch Act(5 USC 1501-1508) and Public Law 95-454 Section 4728.These statutes state that federal
funds cannot be used for partisan political purposes of any kind by any person or organization involved in the
administration of federally-assisted programs.
Nondiscrimination
42 USC 6101 et sea.42 USC 2000d;29 USC,794, and implementing regulation,45 C.F.R. Part 80 et..seq.
These acts require that no person shall, on the grounds of race, color,national origin, age, or handicap,be
excluded from participation in or be subjected to discrimination in any program or activity funded, in wholeor
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 Law91-
646, as amended and Public Law 100-17, 1.01 Stat. 246-256). (If the 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 1.00-690 Title V, subtitle D,41 USC 701 etseci. .
Age Discrimination Act of 1975
The Age Discrimination Act of 1975, 42 U.S.C. Sections 6101 et, seg, and its implementing regulation,45
C.F.R. Part 91; Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. 704, as amended, and implementing
regulation 45 G.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 Rights Act of 1964 and 162(a)of the Federal Aid Highway Act of 1973. The requirementsfor
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 asfollows:
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, Part21,hereinafter referred to as the"Regulations"), which are herein
incorporated by reference and made a part of this Agreement.
ii. Nondiscrimination
The Contractor, with regard to the work performed by it after award and prior to completion of the
contract work,will not discriminate on the ground of race, color, sex, mental or physical handicap or
national origin in the selection and retention of Subcontractors, including procurement of materials and
leases of equipment. The Contractor will not participate either directly or indirectly in the discrimination
prohibited by Section 21.5 of the Regulations, including employment practices when the contract
covers a program set forth in Appendix C of the Regulations.
iii.Solicitations for Subcontracts, Including Procurement of Materials and Equipment
In all solicitations either by competitive bidding or negotiation made by the Contractor for work to be
performed under a subcontract, including procurement of materials or equipment, each potential
Subcontractor or supplier shall be notified by the Contractor of the Contractor's obligations under this
Agreement and the Regulations relative to nondiscrimination on the ground of race, color, sex,mental
or physical handicap or national origin.
iv. Information and Reports
The Contractor will provide all information and reports required by the Regulations, or orders and
instructions issued pursuant thereto and will permit access to its books, records, accounts,other
sources of information and its facilities as may be determined by the State or the FHWA to be
pertinent to ascertain compliance with such Regulations, orders and instructions.Where any
information required of the Contractor is in the exclusive possession of another who fails or refuses to
furnish this information,the Contractor shall so certify to the State, or the FHWA as appropriate and
shall set forth what efforts have been made to obtain the information.
v.Sanctions for Noncompliance
In the event of the Contractor's noncompliance with the nondiscrimination provisions of this
Agreement, the State shall impose such contract sanctions as it or the FHWA may determine to be
appropriate, including, but not limited to: a.Withholding of payments to the Contractor und.e.rthe
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 Exhibit 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 including sanctions for
noncompliance; provided, however,that, in the event the Contractor becomes involved in, or is threatened
With, litigation with a Subcontractor Pr supplier as a result of such direction,the Contractor may request the
State to enter into such litigation to protect the interest of the State and in addition, the Contractor may
request the FHWA to enter into such litigation to protect the interests of the United States.
Exhibit J-Page 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 part of the contract, the provisions of these Supplemental Provisions shall control.
1. Definitions. For the purposes of these Supplemental Provisions;the following terms shall have the
meanings ascribed to them below.
1.1. "Award" means an award of Federal financial assistance that a non-Federal Entity receives or
administers in the form of:
4.1.1.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);
1.1.4.1-oans;
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 andBradstreet's
website may be found at: htto://fed-gov.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 I of 4
1.5.4A 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 forAward
Management(SAM) profile, if applicable.
1.13. "Supplemental Provisions" means these Supplemental Provisions for Federally Funded Contracts,
Grants, and Purchase Orders subject to the Federal Funding Accountability and Transparency Act of
2006, As Amended, as may be revised pursuant to ongoing guidance from the relevant Federal or
State of Colorado agency or institution of higher education.
1.14. "System for Award Management(SAM)" means the Federal repository into which an Entity must
enter the information required under the Transparency Act, which may be found at
http://www.sam.gov.
1.15. "Total Compensation" means the cash and noncash dollar value earned by an Executive during the
Prime Recipient's or Subrecipient's preceding fiscal year and includes the following:
1.15.1. Salary and bonus;
1.15.2. Awards of stock, stock options, and stock appreciation rights, using the dollar amount
recognized for financial statement reporting purposes with respect to the fiscal year in
accordance with the Statement of Financial Accounting Standards No. 123(Revised
2005) (FAS 123R),Shared Based Payments;
1.15.3. Earnings for services under non-equity incentive plans, not including group life,health,
hospitalization or medical reimbursement plans that do not discriminate in favor of
Executives and are available generally to all salaried employees;
1.15.4. Change in present value of defined benefit and actuarial pension plans;
1.15.5. Above-market earnings on deferred compensation which is not tax-qualified;
1.15.6. Other compensation, if the aggregate value of all such other compensation (e.g.
severance, termination payments, value of life insurance paid on behalf of the employee,
perquisites or property)for the Executive exceeds$10,000.
1.16. "Transparency Act" means the Federal Funding Accountability and Transparency Act of 2006(Public
Law 109-282), as amended by§6202 of Public Law 110-252. The Transparency Act also is referred
to as FFATA.
1.17"Vendor" means a dealer, distributor, merchant or other seller providing property or services required
fora 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
Contractors information in Dun & Bradstreet, Inc. at least annually after the initial registration,and
more frequently if required by changes in Contractor's information.
4.. Total Compensation. Contractor shall include Total Compensation in SAM for each of its five most highly
compensated Executives for the preceding fiscal year if:
4.1. The total Federal funding authorized to date under the Award is$25,000 or more; and
4.2. In the preceding fiscal year, Contractor received:
4.2.1. 80%or more of its annual gross revenues from Federal procurement contracts and
subcontracts and/or Federal financial assistance Awards or Subawards subject to the
Transparency Act; and
4.2.2. $25,000,000 or more in annual gross revenues from Federal procurement contracts and
subcontracts and/or Federal financial assistance Awards or Subawards subject to the
Transparency Act; and
4.3. The public does not have access to information about the compensation of such Executives through
periodic reports filed under section 13(a) or 15(d)of the Securities Exchange Act of 1934 (15 U.S.C.
78m(a), 78o(d)or§6104 of the Internal Revenue Code of 1986.
5. Reporting. Contractor shall report data elements to SAM and to the Prime Recipient as required in§7
below if Contractor is a Subrecipient for the Award pursuant to the Transparency Act. No direct payment
shall be made to Contractor for providing any reports required under these Supplemental Provisions and the
cost of producing such reports shall be included in the Contract price. The reporting requirements in§7
below are based on guidance from the US Office of Management and Budget (OMB), and as such are
subject to change at any time by OMB. Any such changes shall be automatically incorporated into this
Contract and shall become part of Contractor's obligations under this Contract, as provided in §2'above.
The Colorado Office of the State Controller will provide summaries of revised OMB reporting requirements
at hftp://www.coloraido.aov/dpa/dfp/sco/FFATA.htm.
6. Effective Date and Dollar Threshold for Reporting. The effective date of these Supplemental Provisions
apply to new Awards as of October 1, 2010. Reporting requirements in §7 below apply to new Awards as of
October 1, 2010, if the initial award is$25,000 or more. If the initial Award is below$25,000 but subsequent
Award modifications result in a total Award of$25,006 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
f
7.1 ToSAM.A Subrecipient shall register in SAM and report the following data elements in SAM foreach
Federal Award Identification Number no later than the end of the month following the month in which
the Subaward was made:
7.1.1 Subrecipient DUNS Number;
7.1.2 Subrecipient DUNS Number+4 if more than one electronic funds transfer(EFT)account;
7.1.3 Subrecipient Parent DUNS Number;
7.1.4 Subrecipient's address, including: Street Address, City, State, Country, Zip+4,and
Congressional District;
7.1.5 Subrecipient's top 5 most highly compensated Executives if the criteria in §4 above are
met; and
7.1.6 Subrecipient's Total Compensation of top 5 most highly compensated Executives if
criteria in §4 above met.
7.2 To Prime Recipient.A Subrecipient shall report to its Prime Recipient, upon the effective date of the
Contract, the following data elements:
7.2.1 Subrecipient's DUNS Number as registered in SAM.
7.2.2 Primary Place of Performance Information, including: Street Address, City,State,
Country, Zip code +4, and Congressional District.
8. Exemptions.
8.1. These Supplemental Provisions do not apply to an individual who receives an Award as a natural
person, unrelated to any business or non-profit organization he or she may own or operate in his or
her name.
8.2 A Contractor with gross income from all sources of less than $300,000 in the previous tax year is
exempt from the requirements to report Subawards and the Total Compensation of its most highly
compensated Executives.
8.3 Effective October1, 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 L, SAMPLE SUBRECIPIENT MONITORING AND RISK
ASSESSMENT
CDOT SUBRECIPIENT RISK ASSESSMENT Date:
Name of Entity_(Subrecipient);
Name of Project/Program:
..__. Estimated Award Period!
Entity Executive Director or VP:
_EntLtj f E10ancial officer: - -
Entity RepresentatNe for this Self Assessment:
ttrstnret (See"InsWctions'6bformere inJcrrnbtiait) - ._...
I.0t&k only one box foreach questbn.All questions are required to beanswered.
2.Utilize the."Eomment-wctibn below the last quest ronforadditiona/responses. Yes No WA
3.When complete,check the box at the bottom of the form to authorize.
EXPERIENCE ASSESSMENT-- _ _... _ ra_ _go NiA
—1 Is`your emiry`new to operating or managing federal funds(l5as not done so within"the past LFrae ❑ ❑
Years?
2 Is this funding program new for your entity(managed for less than three years)7Examples of
fundingPrograms include CfM TAP SFP-M etc. ❑ ❑
3 Does your staff assigned to the program have it least three full years of expederice with this- -❑ ❑
federal program? _.
MONITORING AUDIT.ASSESSMENT Y•s No N/A
ra
Has your entity had an on-site,project or granfrevlew fr&nan exfemal enfity(e y.,MQT I ❑ ❑
-
FHWA)..vdthinthe lastthree.'—ors?-_---a Wue there rantomp liance issues iri this'iioF r&[dw?' -
b)What were the number and extentof Issues in prior review? r'l ❑
I tot
OPERATION ASSESSMENT r•. _ No xiA-
6 Does your entity have a.time and effort reporting system in place to account for 100%of all
employees'time,that can provide a breakdown of the actual time spent on each funtled M El
project?If No in the commentsection please explain howyou intend.to.document 1005*
hours worked by employees and breakdown of time spent on each funding project.
FINANCIAL ASSESSMENT vp NO NIA
7a)Does yoWentityhave an indirect cost rate that isapprwed,and,current? n ❑
b(If Yes,who approved the reie,�and what date was itapprwed? -,
8 Is this grant/award 10%ormore of your ehtity';overall funding?
�iow <I0%
Hasyourentftyreturnedlapsed"funds?'Funds lapse".''wheatheydrenolonger6v611eb1efar' I 1 ❑ ❑
obi-atlon:
10 Has your entity had difficulty meeting local match'requirements in the last three years? F1 ❑ ❑
11 WM1at is tiie dotal federal funding your entity has been awarded for last federal fiscal year,
and whiatls ur ends fisml year.end?,
.._______ ._
Exhibit L-Page 1 of 3
INTERNAL:CON7 OLS ESSME T. a.. Ye.--- ;Ng WA
12 Has your entity had any significant changes in key personnel or accourtting system(s),In the last
year?(e.g.,Controller,Exec Director,program Mgr,Accounting Mgr,etc) ff Yes,in the a a ❑
commentsectlon,please identify the accounting system(s),and/or fistpeisonnelpositlons and
identify any that are vacant.
13 Does your entity have financial procedures and controls in place to accommodate a federal aid El Elroject? _
14 Does your accounting system1dentify the receipts and expenditures of program funds ❑ O
separately for each award? -
15 Will your accountingsystem provide for the recordmg'of expenditures foCeach award by-the ❑ El
cost categorfesshownintheapproved_budget?_ .,_.__...._ . __...__.._.: .__.
16 Does your agency have a review process for all expenditures Yhat will ensure thaf-a 11 costsare _.
reasonable,allowab l le,and allocated:correctly to each funding source?IIfYes,in the comment 0 ❑
section leoseex ain yourcurrent races orreviewin costs.
17 How many total FTE perform accounting functions wlthin,your organization?
. _ >6 2to5 <2
IMPACT ASSESSMENT - — ve, —no W
_.
18 For this upcoming federal award or in the immediate future,does your entity have any potential
conflicts of interest`in accordance with applicable Federal awarding agency policy?If Yes,
please disclose these conflicts in writing,along with supportingirrformbdon,and submit.with' ❑ ❑
this form.(*Any pradims,activities or relationships that reasonably appear to 6e.in'conflid with the full
performance of the Subredplent's obligations to the5tate.) -
19 Focthis award,has your entity disclosed:to CDOT;in writing,.violations of Federa l criminal law
imlolvingfraud,bribery;orgratufty violations pate ntiallyaffecting the award?Response ❑ ❑ ❑
options:
YES=Clikk:if have one ormore Wolgtiori/s)arid,have elthecdtsdosed previously to CDOT or os
port of thisform.in the commentsection,list all violations with names of supporting
documentation and submit with this form.
NO=Check if hove one or more vialatlon(s)and have not disclosed previously or will not
disclose as part of this form.Explain.in the comment section.
N/A =Clieck if have no violations.
PROGRAM MANAGEMENT ASSESSM ENT'
'.20 Does your entity have a writtenprocess/procedure or certification statement approved by your
T governing board ensuring critical project personnel are capableof effectively managing FeBeraL- n ❑ ❑
aid roects?ff Yes lease submit with this form.
21 Does your entity have written procurementpolides or certlficat(onst"atemen;for consultan£
selection approved by your govzmingboardin compliance with:_23 CF.R 17'2*?If Yes,please n ❑ ❑
submit with this form.(-The Brooks Ad requires agencies to promote open competltion by advertising, --
ranking selecting,and negotiating contracts based on demonstrated competence and qual�mtiom at a
oirand reasonable price.)
22 a)Is your staff familiar with the relevant CDOT man uaIs and federal program requirements? ' 71 i-1
b)Does your entity have a written policy or-a certification statement approved by your
gWeffiingbdardissurl,ngfoeral4id.picieqswll_I receive acequate,inspections?.1f Yes,please i— ❑ ❑
submit with this form.
c)Does your entity have a written processor a'certification state mentappro ed by your' -
goveming board assuring a contractor's work will be completed in conformance With approved I-1 ❑ ❑
plansand.specificationsi./f Yes -lease submit with this orm.._ _
Exhibit L-Page 2 of 3
d)Does your entity have a written policy or certification statement approved by your governing
board assuring that materials installed on the projects aresampled.and tested per approved ❑ ❑
rocesses.I .Yes pliasesubmitwith.this orm..
ej Does your entity have a written'pollry or certification statement approved by your governing -
board assuring that only US manufactured steel will be incorporated into the project(Buy ❑ ❑.
America re uirements ?It Yes lease submit with this tdrm.
[ommems-As needed,include the question number and provide comments related to the above questions.
Insert additional rows as needed.
n By cheddng this box the Frecudve Director,VP or thief Financial Officer of this.emity certy/es that all Tool version;
information provided on this form is true and correct. v2.0(0814im
Exhibit L Page 3 of 3
EXHIBIT M, 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 of 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 Subrecipient 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
9.2. "Federal Award"means an award of Federal financial assistance or a cost-reimbursement contract underthe
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 payments
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 Law 109-282),as
amended by§6202 of Public Law 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. "Subrecipient" means�a non-Federal entity receiving an Award from a Recipient to carry out part of a Federal
program. The term does not include an individual 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-133,and the guidance in Circular
A-50 on Single Audit Act follow-up.The terms and conditions of the Uniform Guidance flow down to Awards
to Subrecipients 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
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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 Subrecipient of such revisions, but such notice shall not be a
condition precedent to the effectiveness of such revisions.
11. 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 contractors must comply with section 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 247that
contain the highest percentage of recovered materials practicable,consistent with maintaining a satisfactory
level of competition,where the purchase price of the item exceeds$10,000 or the value of the quantityacquired
during the preceding fiscal year exceeded$10,000;procuring solid waste management services in a manner that
maximizes energy and resource recovery;and establishing an affirmative procurement program forprocurement
of recovered materials 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 forpass-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 Subrecipient's
fiscal year,Subrecipient shall procure or arrange for a single or program-specific audit conducted for that yearin
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§200.501.
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§200.507
(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 appropriate 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 as needed for the auditor to perform the audit required by Uniform
Guidance Part F-Audit Requirements.
6. Contract Provisions for Subrecipient Contracts. Subrecipient shall comply with and shall include all ofthe
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 a shall include the equal
opportunity clause provided under 41 CFR 60-1.4(b),in accordance with Executive Order 11246,"Equal
Employment Opportunity"(30 FR 12319, 12935,3 CFR Part, 1964-1965 Comp.,p. 339),as amended by
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Executive Order 11375,"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."
"During the performance of this contract,the contractor agrees as follows:
(1) 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 during 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 eiployment without regard to race,
color,religion,sex,or national origin.
(3) The contractor wills-end to each labor union or representative of workers with which he has a collective
bargaining agreement or othe contract or understanding;a notice to be provided by the agency contracting
officer,advising the labor union or workers'representative of the contractor's 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 for
purposes of investigation to ascertain compliance with such rules,regulations,and orders.
(6) In the event of the contractor's non-compliance with the nondiscrimination clauses of this contract or
with any of such rules,regulations,or orders,this contract may canceled,terminated or suspended in whole
or in part and the contractor may be declared ineligible for further Government contracts in 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 pursuantto
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:Provided, 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$2,000 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 awage
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"Anti-Kick_back"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
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Part by Loans or Grants from the United States").The Act provides that each contractor or Subrecipient must
be prohibited from inducing,by any means,any person employed in the construction,completion,or repairof
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 firm or nonprofit organization regarding the substitution of parties,assignment or performance of
experimental,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 Air Act(42 U.S.C.7401-7671q.)and the Federal Water Pollution Control Act(33 U.S.C.1251-
1387),as amended.Contracts and sobgrants of amounts in excess of$150,000 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 Air Act(42 U.S.C. 7401-7671q)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 Officeof
the Environmental Protection Agency(EPA).
4.5 Debarment and Suspension(Executive Orders 12549 and 12689). A contract award(see 2 CFR 180.220)
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 12549(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 Order 12549.
4.6 Byrd Anti-Lobbying Amendment(31 U.S.C. 1352). Contractors that apply or bid for an award exceeding
$100,000 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,oran employee of a
member of Congress in connection with obtaining any Federal contract,grant or any other award covered by31
U.S.C. 1352.Each tier most 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(1).If the required level of activity or effort was not carried out, the
amount of the Award must be adjusted.
1. 8. Event of Default.Failure to comply with the"se Uniform Guidance Supplemental Provisions shall constitute an
event of default under the Grant Agreement(2 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 daynotice
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§200.1 10. The
procurement standards set forth in 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 Requirementsare
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 are
required to detail in the Awards.
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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 performance goals, indicators,and milestones
(200.210).Also, must require the recipient to relate financial data to performance accomplishments of the Federal
award.
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