HomeMy WebLinkAbout2018 Ordinance No. 008ORDINANCE NO. 8
SERIES OF 2018
BY AUTHORITY
COUNCIL BILL NO. 13
INTRODUCED BY COUNCIL
MEMBER MARTINEZ
AN ORDINANCE AUTHORIZING AN INTERGOVERNMENTAL
AGREEMENT BETWEEN THE COLORADO DEPARTMENT OF
TRANSPORTATION (COOT) AND THE CITY OF
ENGLEWOOD, COLORADO THAT PERTAINS TO
REHABILITATION AND WIDENING OF THE DARTMOUTH
A VENUE BRIDGE OVER THE SOUTH PLATTE RIVER
WHEREAS, the existing bridge was originally built in 1965 after the South Platte
River flood, and has been in constant use since that time;
WHEREAS, CDOT has classified the bridge as functionally obsolete due to roadway
topping slab and asphalt surface deterioration, the sidewalk and approach railings being too
narrow to carry current and future traffic loads, and other critical components such as the
expansion joints, guard rails and water inlets;
WHEREAS, the proposed rehabilitation and widening will meet CDOT and
AASHTO standards for improved vehicular, pedestrian and bicycle safety;
WHEREAS, the City Council approved Resolution No. 43, Series of 2015,
authorizing $1,500,000 in matching funds for the bridge rehabilitation project;
WHEREAS, the Special Highway Committee of the Colorado Municipal League
made an award of $524,000 and another in the amount of $867,544 to the City for the
bridge rehabilitation project; and
WHEREAS, the passage of this Ordinance will authorize the acceptance of
$1,391,544.00 dollars which is 80% of the cost for the project, with the City adding the
remaining 20% in the amount of $347,886.00 dollars in matching funds.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF ENGLEWOOD, COLORADO, AS FOLLOWS:
Section I. The City Council of the City of Englewood, Colorado, hereby authorizes an
Intergovernmental Agreement with the Colorado Department of Transportation for the
Rehabilitation and Widening of the Dartmouth Avenue Bridge over the South Platte River.
Section 2. The Mayor and the City Clerk are hereby authorized to sign and attest said
Intergovernmental Agreement, on behalf of the City of Englewood.
Introduced, read in full, and passed on first reading on the 7th day of May, 20 I 8.
Published by Title as a Bill for an Ordinance in the City's official newspaper on the I 0th
day of May, 2018 .
-1-
Published as a Bill for an Ordinance on the City's official website beginning on 9th day
of May 2018.
Read by Title and passed on final reading on the 2151 day of May, 2018 .
Published by Title in the City's official newspaper as Ordinance No. 8, Series of
2018, on the 241" day of May, 2018.
Published by title on the City's official website beginning on the 23 rd day of
May, 2018 for thirty (30) days.
This Ordinance shall take effect thirty (30) days after publication following final
passage.
~~
Rita Russell, Mayor Pro Tern
ATTEST:
I, Stephanie Carlile, City Clerk of the City of Englewood, Colorado, hereby certify
that the above and foregoing is a true copy of the Ordinance passed on final reading and
published by Title as Ordinance No. 8, Series of 2018.
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STATEOFCOLORADOINTERGOVERNMENTALAGREEMENT
s· t d C P 12na ure an over a2e
State Agency Agreement Routing Number
Department ofTransportalion 18-HAI -XC-00047
Local Agency Agreement Effective Date
CITY OF ENGLEWOOD The later of the effective date or
January 15, 2018
Agreement Description Agreement Expiration Date
Dartmoulh Bridge over S. Platte 5 years from the effective date or execution of form
950, whichever is sooner
Project# Region# Contract Writer Agreement Maximum Amount
BRO M395-I JH SI, 739,430.00
017 (22124)
THE PARTIES HERETO HA VE 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 ST ATE OF COLORADO
CITY OF ENGLEWOOD John W. Hickenloopcr, Governor
~
K ~ '<~~? <l\ M~c E'n:,\~!M.
By: (Print Name and Ti
Date: '(\/\,,_ z 'Z.. Z.o , ~
2nd State or Local ~ncy Signature if Needed
Signature
By: (Print Name and Title)
Date:
Department of Transportation
Michael P. Lewis, Executive Director
Joshua Laipply, P .E., Chief Engineer
Date: __________ _
LEGAL REVIEW
Cynthia H. Coffman, Attorney General
Assistant Attorney General
By: (Print Name and Title)
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.
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ST ATE CONTROLLER
Robert Jaros, CPA, MBA, JD
By:. ______________ _
Department of Transportation
Effective Date: ________ _
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TABLE OF CONTENTS
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I. 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 ......................................................................................................... 13
9. LOCAL AGENCY RECORDS ............................................................................................................. 14
10. CONFIDENTIAL INFORMATION-ST ATE 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. GOVERNMENTALIMMUNITY ........................................................................................................ 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 ............................................................................................................................................ 24
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 SUPPLEMENT AL FEDERAL PROVISIONS
EXHIBIT L, SAMPLE SUBRECIPIENT MONITORING AND RISK ASSESSMENT FORM
EXHIBIT M, 0MB UNIFORM GUIDANCE FOR FEDERAL AW ARDS
1. PARTIES
This AgTccmcnl is entered inlo by and bc1wcc11 Local Agency named on Ilic Signalure and Cover Page for this
Agrccmcn.l ( .. Local Agency"), and the ST ATE OF COLORADO acting by and through the State ai:wncy oamcd
on 1he Sign:a.1urc and Cover Page for this Agreement (the "State" or ··CDOT"). Local Agency :ind the State
agree to the terms and conditions in this Agreement.
l. TERM AND EFFECTIVE DATE
A. Effective Date
This Agreement shall not be va lid or enforceable until the Effec tive Date, and Agreement Funds shall
be citpcndcd waLhin th.c dates shown in Exhibit C for each rcspc.ctive pl1ase ("Phase Pel'fomt::incc
Period(s)"). The Sta.tc shall not be bound by any provisio n of this Agreement before the Effective Date.
and shall have no obligation to pay Local Agen.cy for any Work perfonncd or expense incurred before
I) lhc Effective Date of this original Agreement; 2) before the encumbering document for the rcsl)t'c<ivc
phase and the official Notice to Procc.cd for the respective phase; or 3) after the Final Ph ase Performance
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End Date, as shown in Exhibit C.
B. Initial Tenn
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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 tcnninate on the date ofnotice
of COOT 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 tem1ination in accordance with §16. The notice shall
specify the effective date of the termination and whether it affects all or a portion of this Agreement .
ii. Obligations and Rights
Upon receipt of a tennination notice for termination in the public interest, Local Agency shall be
subject to §14.A.i.11
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 Stale, the State may reimburse Local Agency for a portion of actual out-of-
pockct 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 I, Subtitle A, of the "Fixing America's Surface Transporta1ion 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 arc 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
Administra lion ("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 proj ects in the Program, including the
administration of federal funds for a Program project performed by a Local Agency under a conlracl
with the State. This Agreement is executed under the authority ofCRS §§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 10 disburse Federal funds to the Local Agency pursuant to CDOT's
Stewardship Agreement with the FHW A.
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5. DEFINITIONS
The following tenns shall be construed and interpreted as follows:
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A. "Agreement" means this agreement, including all attached Exhibits, all documents incorporated by
reference, all referenced statutes, rules and cited authorities, and any future modifications thereto.
B. "Agreement Funds" means the funds that have been appropriated, designated, encumbered, or
otherwise made available for payment by the State under this Agreement.
C. "Award" means an award by a Recipient to a Subrccipicnt 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 tenns 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 Stale 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 §24-11-10 I (I)
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.I et. seq., C.R.S.
I. "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 8, Sample Option Lcllcr.
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
1x. 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 (FF AT A)
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
docs not include payments to a contractor or payments lo an individual Lhal 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 ofTmnsportation at the U.S. Departmenl ofTmnsportation. FHWA provides
stewardship over the construction, maintenance and preservation of the Nation's highways and tunnels.
FIIWA is the Federal Awarding Agency for the Federal Award which is the subject of this Agreement.
0 "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 lhe 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 lo the conditions of this Agreement.
S. "OMB" means the Executive Office of the President, Office of Management and Budget.
T. "Oversight" means the term as it is defined in the Stewardship Agreement between CDOT and the
FHWA.
U. "Party" means the State or Local Agency, and "Parties" means both the State and Local Agency.
V. "PII" means personally identifiable information including, without limitation, any information
maintained by the State about an individual that can be used to distinguish or trace an individual's
identity, such as name, social security number, date and place of birth, 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 infom1ation
defined as personally identifiable information in §24-72-501 C.R.S.
W. "Recipient" means the Colorado Department ofTransportation (COOT) for this Federal Award.
X. "Services" means the services to be performed by Local Agency as set forth in this Agreement, and shall
include any services to be rendered by Local Agency in connection with the Goods.
Y. "State Confidential Information" means any and all Stale Records nol subject lo disclosure under
CORA. State Confidential Information shall include, but is not limited lo, Pl land 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)(8).
AA. "State Fiscal Year" means a 12 month period beginning on July I of each calendar year and ending on
June 30 of the following calendar year. If a single calendar year follows the term, then it means the State
Fiscal Year ending in that calendar year.
BB. "State Purchasing Director" means the position described in the Colorado Procurement Code and its
implementing regulations.
CC. "State Records" means any and all State data, information, and records, regardless of physical form,
including, but not limited to, information subject to disclosure under CORA.
DD. "Subcontractor" means third-parties, if any, engaged by Local Agency to aid in performance of the
Work.
EE. "Subrecipient" means a non-Federal entity that receives a sub-award from a Recipient to carry out part
of a Federal program, but docs 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 0MB Circulars A-21, A-87, A-110, A-122, A-89, A-102, and A-133, and the
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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" docs 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 arc 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 perfonnance 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 Sta1c's unilalcral 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 arc responsible for satisfying the following requirements:
a. Perform or provide the Plans to the extent required by the nature of the Work.
b. Prepare final design in accordance with the requirements of the latest edition of the American
Association of State Highway Transportation Officials (AASHTO) manual or other standard,
such as the Uniform Building Code, as approved by the State.
c. Prepare provisions and estimates in accordance with the most current version of the State's
Roadway and Bridge Design Manuals and Standard Specifications for Road and Bridge
Construction or Local Agency specifications if approved by the State.
d. Include details of any required detours in the Plans in order to prevent any interference of the
construction Work and to protect the traveling public.
e. Stamp the Plans as produced by a Colorado registered professional engineer.
f. Provide final assembly of Plans and all other necessary documents.
g. Ensure the Plans are accurate and complete.
h. Make no further changes in the Plans following the award of the construction contract to
Contractor unless agreed to in writing by the Parties. The Plans shall be considered final when
approved in writing by COOT, 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, ct. seq., and applicable federal rct,'Ulations and standards as
contained in the document "ADA Accessibility Requirements in COOT Transportation
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b. Local Agency shall afford the State ample opportunity to review the Plans and shall make any
changes in the Plans that arc directed by the Slate 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 of23 C.F.R. Part l 72 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 of23 C.F.R. l 72.5( 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 Consullant
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. I 72.5(b) and (d) and use
the CDOT procedures described in Exhibit H to administer the Consultant contract.
5) Local Agency may expedite any COOT approval of its procurement process and/or
Consultant contract by submitting a letter to CDOT from Local Agency's
attorney/authorized representative certifying compliance with Exhibit H and 23 C.F.R.
I 72.5(b)and (d).
6) Local Agency shall ensure that the Consultant contract complies with the requirements of
49 CFR I 8.36(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 consullant 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 Stale
detcnnincs necessary to comply with State and FHW A 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
FHW A/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 arc 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:
I) Appointing a qualified professional engineer, licensed in the State of Colorado, as Local
Agency Project Engineer (LAPE), to perfonn 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.codol.gov/busincssldesignsupport/bulletins_manuals/2006-
local-agency-manual).
2) For the construction Services, advertising lhe call for bids, following ils approval by lhe
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 of23 U .S.C. §112 and 23 C .F.R. Parts 633 and
635 and C.R.S. § 24-92-101 ct seq. Those requirements include, without limitation,
that Local Agency and its Contractor(s) incorporalc Fonn 1273 (Exhibit I) in its
entirety, verbatim, into any subcontract(s) for Services as terms and conditions thereof,
as required by 23 C.F.R. 633.102(e).
(b) Local Agency may accept or reject the proposal of the apparent low bidder for Work
on which competitive bids have been received . Local Agency must accept or reject
such bids wi1hin 3 working days after they arc 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.ili.b.2 also apply to any advertising and bid awards made
by the State.
(c) 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 Acquisilion/Relocalion
a. If Local Agency purchases a ROW for a Slate highway, including areas of influence, Local
Agency shall convey the ROW to COOT promptly upon the completion of the
project/construction.
b. Any acquisilion/relocalion aclivities shall comply with all applicable federal and State stalutes
and regulations, including but not limited to, the Uniform Relocation Assistance and Real
Property Acquisition Policies Ael of 1970, as amended, the Uniform Relocation Assistance and
Real Property Acquisilion Policies for Federal and Federally Assisted Programs, as amended
(49 C.F.R. Part 24), CDOT's Righi of Way Manual, and CDOT's Policy and Procedural
Directives.
c. The Parties' respcclive responsibilities for ensuring compliance wilh acquisition, relocation and
incidentals depend on the level of federal participation as detailed in CDOT's Righi of Way
Manual (located at hllp://www.codot.gov/businesslmanuals/right-of-way); however, the State
always retains oversight responsibilities.
d. The Parties' respective responsibililies at each level of federal participation in CDOT's Righi
of Way Manual, and the State's reimbursemenl of Local Agency costs will be detennined
pursuanl the following categories:
I) Right of way acquisition (3111) for federal participation and non-participation;
2) Relocation activities, if applicable (3109);
3) Right of way incidentals, if applicable (eitpenses incidental to acquisition/relocalion of
right of way -3114).
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If necessary, Local Agency shall be responsible for obtaining the proper clearance or approval from any
utility company that may become involved in the Work. Prior to the Work being advertised for bids,
Local Agency shall certify in writing to the State that all such clearances have been obtained.
vi. Railroads
If the Work involves modification of a railroad company's facilities and such modification will be
accomplished by the railroad company, Local Agency shall make timely application to the Public
Utilities Commission ("PUC") requesting its order providing for the installation of the proposed
improvements. Local Agency shall not proceed with that part of the Work before obtaining the
PUC's order. Local Agency shall also establish contact with the railroad company involved for the
purpose of complying with applicable provisions of23 C.F.R. 646, subpart B, concerning federal-
aid projects involving railroad facilities, and:
a. Execute an agreement with the railroad company setting oul 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.
e. Establish future maintenance responsibilities for the proposed installation.
d. Proscribe in the agreement the future use or dispositions oflhc proposed improvements in the
event of abandonment or elimination of a grade crossing.
e. Establish future repa ir a nd/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 perfonn 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 FHW A. Local Agency
shall conduct such maintenance and operations in accordance with all applicable statutes,
ordinances, and regulations pertaining to maintaining such improvements. The Stale and FHWA
may make periodic inspections to verify that such improvements arc 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.,·i.
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 arc the responsibility of, Local Agency, as
identified in Exhibit E.
7. PAYMENTS
A. Maximum Amount
Payments to Local Agency arc 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.
B. 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 pcrfom1cd or
deliverables provided under the Agreement.
ii. Interest
Amounts not paid by the State within 45 days after the State's acceptance of the invoice shall bear
interest on the unpaid balance beginning on the 46th day at the rate of I% per month, as required by
§24-30-202(24)(a), C.R.S., until paid in full; provided, however, that interest shall not accrue on
unpaid amounts that the State disputes in writing. Local Agency shall invoice the State separately
for accrued interest on delinquent amounts, and the invoice shall reference the delinquent payment,
the number of days interest to be paid and the interest rate.
iii. Payment Disputes
If Local Agency disputes any calculation, determination, or amount of any payment, Local Agency
shall notify the State in writing of its dispute within 30 days following the earlier to occur of Local
Agency's receipt of the payment or notification of the determination or calculation of the payment
by the State. The State will review the information presented by Local Agency and may make
changes to its determination based on this review. The calculation, determination, or payment
amount that results from the State's review shall not be subject to additional dispute under this
subsection. No payment subject to a dispute under this subsection shall be due until afier 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 ftom 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-Slate 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 10 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 arc not appropriated, or otherwise become unavailable to fund this
Agreement, lhe Slate 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 tlmt arc delivered and accepted prior lo 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.C
v. Erroneous Payments
The Stale may recover, at the State's discretion, payments made to Local Agency in error for any
reason, including, but not limited 10, overpayments or improper payments, and unexpended or
excess funds received by Local Agency. The Slate 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 docs not affect the
right of FHW A or the Stale 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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C. Matching Funds
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Local Agency shall provide matching funds as provided in §7.A. and Exhibit C. Local Agency shall
have raised the full amount of matching funds prior lo 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 lo funds duly and lawfully appropriated for
the purposes of this Agreement by the authorized representatives of Local Agency and paid into Local
Agency's treasury. Local Agency represents to the State that the amount designated '"Local Agency
Matching Funds" in Exhibit C has been legally appropriated for the purpose of this Agreement by its
authorized representatives and paid into its treasury. Local Agency may evidence such obligation by an
appropriate ordinance/resolution or other authority letter expressly authorizing Local Agency to enter
into this Agreement and to expend its match share of the Work. A copy of any such 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 nol 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 Slate 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 perfonned after any Perfonnance 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 Leiter" to Local Agency lo 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 Leiter is pennittcd
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 8. 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 lo Transfer Funds from One Phase to Another Phase.
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The Stale may require or pcnnit 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 Stale, federal , and local match funding. In such case, the original
funding exhibit (Exhibit C) will be replaced with an updated Exhibit C-1 (with subscquenl exhibits
labeled C-2, C-3, etc .) attached to lhe Option Leiter. The Agreement Funds transferred from one
Work phase to another arc 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 Leiter to Local Agency within thirty (30) days
before the initial targeted start date of the Work phase, in a form substantially equivalent to Exhibit
8 .
iii. Option lo 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 anolher. 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.) altached to the Option Letter. The addition of a Work
phase and encumbrance and transfer of Agreement Funds are subject to the same tenns and
conditions stated in the original Agreement with the Iola! budgeted Agreement Funds remaining the
same. The State may unilaterally exercise this option by providing a fully executed Option Letter to
Local Agency wilhin 30 days before 1hc initial targeted start date of the Work phase, in a fonn
substantially equivalent to Exhibit 8 .
iv. Option lo Updalc a Work Phase Performance Period and/or modify information required under the
0MB 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 Band C of the Exhibit C.
F. Accounting
Local Agency shall establish and maintain accounting systems in accordance with generally accepted
accounling standards (a separate sci of accounts, or as a separate and integral part of its current
accounting scheme). Such accounting systems shall, at a minimum, provide as follows :
i. Local Agency Pcrfonning the Work
If Local Agency is performing the Work, it shall document all allowable cos ts. 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 s hall be made o r drawn agains t 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 . Stale-Administrative Services
The State may perform any necessary adminislrative supporl services required hereunder. Local
Agenc y 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 arc 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 lhc Stale by Local Age ncy 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 nol 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 lo Local Agency at the State's sole discretion until
completion of final audit. Any costs incurred by Local Agency that arc 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 Stale will not reimburse costs for Work performed
afler the Performance Period End Dale for a respective Work phase. The State will not reimburse
costs for Work performed prior lo 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
Pursuanl lo 2 C.F.R. 200.33 l (b), -COOT 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 Fonn (Exhibit L) when that may be requested by COOT. The risk
assessment is a quantitative and/or qualitative determination of the potential for Local Agcncy·s
non-compliance with the requirements of the Federal Award. The risk assessment will evaluate
some or all of the following factors:
I. 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 Subrecipienl 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 Subrccipient'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 Subrccipient's financial stability and ability to comply with financial
requirements oflhe 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 Subrccipient's non-compliance to the overall
success of the program objectives.
7. Program Management: Factors associated with processes lo 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), COOT will
determine the level of monitoring ii will apply lo Local Agency's performance of the Work. This
risk assessment may be re-evaluated after COOT begins performing monitoring activities.
G. Close Out
Local Agency shall close out this A ward within 90 days after the Final Phase Pcrfonnance 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 Stale as substantially
complete. If FHWA has not closed this Federal Award within I year and 90 days after the Final Phase
Performance End Date due 10 Local Agency's failure lo 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 live (5) Business Days following the end of each calendar
quarter or at such time as otherwise specified by the State.
B. Litigation Reporting
1 f 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 lo 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 ofSubrecipient's performance and the final status ofSubrecipient'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 1,rratuity 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 a period (the "Record Retention Period") of three years following the date of
submission to the State of the final expenditure report, or if this Award is renewed quarterly or annually,
from the date of the submission of each quarterly or annual report, respectively. If any litigation, claim,
or audit related to this Award starts before expiration of the Record Retention Period, the Record
Retention Period shall extend until all litigation, claims, or audit findings have been resolved and final
action taken by the State or Federal Awarding Agency. The Federal Awarding Agency, a cognizant
agency for audit, oversight or indirect costs, and the State, may notify Local Agency in wriling 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 pem1it the State lo 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 al 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 Stale.
C. Monitoring
The State will monitor Local Agency's performance of its obligations under this Agreement using
procedures as determined by the Slate. 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 lo 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
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Local Agency shall hold and maintain, and cause all Subcontractors to hold and maintain, any and all
State Records that the State provides or makes available to Local Agency for the sole and exclusive
benefit of the State, unless those State Records arc otherwise publicly available at the time of disclosure
or arc subject to disclosure by Local Agency under CORA. Local Agency shall not, without prior wriucn
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 lo 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 lnfommtion 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 arc 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 Stales, and shall maintain a
secure environment that ensures confidentiality of all State Confidential lnfonnation wherever located.
Local Agency shall provide the State with access, subject to Local Agency's reasonable security
requirements, for purposes ofinspecting 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 ii 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 contlict
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
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Local Agency acknowledges that, with respect to this Agreement, even the appearance of a conflict of
interest shall be harmful lo 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 wilh
the full performance of Local Agency's obligations under this Agreement
C. Disclosure to the State
If a conflict or the appearance of a conOict 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 lcrm of this Agreement. All insurance policies
required by this Agreement that arc 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-
10-1 O I, 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 tenns of this Agreement all of the following insurance policies:
i. Workers' Compensation
Work ers' compensation insurance as required by slate 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 . $ I ,000,000 general aggregate;
c. $1,000,000 products and completed operations aggregate; and
d. $50,000 any I 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 CJ!, 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 lnsur.mcc
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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 operations) required of Local
Agency and Subcontractors. In the event of cancellation of any commercial general liability policy, the
carrier shall provide at least IO days prior writlen notice to COOT.
D. Primacy of Coverage
Coverage required of Local Agency and each Subcontractor shall be primary over any insurance or self-
insurance program carried by Local Agency or the State,
E. Cancellation
All commercial insurance policies shall include provisions preventing cancellation or non-renewal,
except for cancellation based on non-payment of premiums, without at least 30 days prior notice to Local
Agency and Local Agency shall forward such notice to the Stale 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 Stale certificates evidencing Local Agency's insurance coverage required in this
Agreement within 7 Business Days following the Effective Dale. 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 eertilicates 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 Stale
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 a ppointment
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.
8. Notice and Cure Period
In the event ofa breach, the aggrieved Party shall give written notice of breach to the other Party. If the
notified Party docs 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
Stale, following the notice and cure period set forth in §13.B, shall have all of the remedies listed in this
§14.A. in addition to all other remedies set forth in this Agreement or at law. The Stale may exercise any
or all of the remedies available to it, in its discretion, concurrently or consecutively.
i. Termination for Breach
In the event of Local Agency's uncured breach, the State may terminate this entire Agreement or any part of
this Agreement. Local Agency shall continue performance of this Agreement to the extent not
terminated, if any.
a. Obligations and Rights
To the extent specified in any termination notice, Local Agency shall not incur further
obligations or render further performance past the effective dale of such notice, and shall
terminate outstanding orders and subcontracts with third parties. However, Local Agency shall
complete and deliver to the Stale 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 Stale 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 Stale may withhold any amount that may be due Local Agency as
the State deems necessary to protect the State a gainst 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.
ii. Remedies Not Involving Termination
The State, in its discretion, may exercise one or more of the following additional remedies:
a. Suspend Perfomtance
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 Stale
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 ofno 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 othenvisc 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 Stale (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.
8 . Local Agency's Remedies
If the State is in breach of any provision of this Agreement and docs 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 lhe initial resolulion described in § 15 .A fails to resolve 1he dispute within IO Business Days,
Contractor shall submit any alleged breach of this Contract by the State to the Procurement Official of
COOT as described in §24-101 -30 I (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
24-109-50 I 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 be an appeal
to the executive director of the Department of Personnel and Administration, or their delegate, under the
Resolution Statutes before Contraclor 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.
t6. NOTICES AND REPRESENTATIVES
Each individual identified below shall be the principal rcpresentalive of the designating Party. All notices
required or permitted 10 be given under Ibis 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 represen1a1ive al lhe address
set forth below or (iii) as an email with read receipl requested to lhe principal representative at the email address,
if any, set forth below. Ifa Party delivers a notice 10 another through email and the email is undeliverable, 1hcn,
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 infonnation 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 (COOT)
Cathy Cole, Project Manager
CDOT Region I
2000 South Holly Street
Denver, CO 80222
303-757-9780
cathy.cole@state.co.us
For the Local Agency
CITY OF ENGLEWOOD
Paul R. Weller, P.E., Project Manager
l 000 Englewood Parkway
Englewood, CO 80110
303-762-2505
pweller@englcwoodco.gov
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 wilh 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 Slate to secure palents, copyrights,
licenses and olher intelleclual 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 Producl (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 incorporaling the Work
Product; and all moral rights or similar rights with respecl to the Work Producl throughout the world.
To the exlent that Local Agency cannot make any of the assignments required by this section, Local
Agency hereby grants to the State a perpetual, irrevocable, royally-free license to use, modify, copy,
publish, display, perform, transfer, distribute, sell, and create dcrivalive works of the Work Product
and all works based upon, derived from, or incorporating lhc Work Product by all means and
mclhods and in any format now known or invented in the future. The Stale may assign and license
its rights under this license.
ii. Patenls
In addition. Local Agency granls to the State (and 10 rccipicnls of Work Producl distributed by or on behalf
of the Stale) a perpetual, worldwide, no-charge. royally-free, irrevocable patent license to make,
have made, use, distribulc, sell, offer for sale. import, lransfcr, and otherwise u1ilize, operate, modify
and propagate the contents of the Work Product. Such license applies only 10 !hose palent claims
licensable by Local Agency 1hat arc necessarily infringed by the Work Product alone, or by the
combination of the Work Product with anything else used by the Slate.
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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.
1346(b), and the State's risk management statutes, §§24-30-1501, et seq. C.R.S.
19. STATEWIDE CONTRACT MANAGEMENT SYSTEM
If the maximum amount payable to Local Agency under this Agreement is $100,000 or greater, either on the
Effective Date or at anytime thereafter, this §19 shall apply. Local Agency agrees to be governed by and comply
with the provisions of §24-102-205, §24-102-206, §24-103-60 I, §24-103.5-10 I and §24-105· I 02 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 arc 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 slate laws and
regulations, shall provide that they arc 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 pcrfonnance of such Party's obligations have been duly authorized.
E. Captions and References
The captions and headings in this Agreement arc for convenience of reference only, and shall not be
used to interpret, define, or limit its provisions. All references in this Agreement to sections (whether
spelled out or using the § symbol), subsections, exhibits or other attachments, arc references to sections,
subsections, exhibits or other attachments contained herein or incorporated as a part hereof, unless
otherwise noted.
F. Counterparts
This Agreement may be executed in multiple, identical, original counterparts, each of which shall be
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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, arc
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.
r. 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 Ruic, 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:
i. Colorado Special Provisions in the main body of this Agreement.
ii. The provisions of the other sections of the main body of this Agreement.
iii Exhibit A, Statement of Work.
iv. Exhibit D, Local Agency Resolution.
v. Exhibit C, Funding Provisions.
vi. Exhibit B, Sample Option Letter.
vii. Exhibit E, Local Agency Contract Administration Checklist.
viii. Other exhibits in descending order of their attachment.
L. Severability
The invalidity or unenforccability 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 docs 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 arc reserved solely to the Parties.
Any services or benefits which third parties receive as a result of this Agreement arc incidental to the
Agreement, and do not create any rights for such third parties.
0. 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, arc 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, Pcnnits, 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
perfonn its obligations under this Agreement, and shall ensure that all employees, agents and
Subcontractors secure and maintain at all times during the tenn 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
designcc.
B. FUND AVAILABILITY. §24-30-202(5.5), C.R.S.
Financial obligations of the State payable after the current State Fiscal Year arc contingent upon funds
for that purpose being appropriated, budgeted, and otherwise made available.
C. GOVERNMENTAL IMMUNITY.
No tcnn 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 arc not entitled to unemployment
insurance or workers compensation benefits through the Stale 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 Stale, 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 he null and void. Any provis ion
incorporated herein by reference which purports to negate this or any other Special Provision in whole
or in part shall not be valid or enforceable or available in any action at law, whether by way of complainl,
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 docs 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. SOFfWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00.
Stale 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 lo 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 copyrighl laws or applicable licensing reslrictions.
I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and 24-50-507,
C.R.S.
The signatories aver thal 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 conflicl in any manner or degree with the
performance of Local Agency's services and Local Agency shall not employ any person having such
known interesls.
22. FEDERAL REQUIREMENTS
Local Agency and/or their contractors, subcontractors, and consultants shall al 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 Kand Exhibit Mare
hereby incorporated by this reference.
23. DISADVANTAGED BUSINESS ENTERPRISE (DBE)
The recipient Local Agency shall not discriminate on the basis of race, color, national origin, or sex in the
award and performance of any DOT-assisted contract or in the administration of its DBE program or the
requirements 49 CFR part 26 . The Local Agency shall take all necessary and reasonable steps under 49
CFR part 26 to ensure nondiscrimination in the award and administration of DOT-assisted contracts.
CDOT's DBE program, as required by 49 CFR part 26 and as approved by DOT, is incorporated by
reference in this agreement. Implementation of this program is a legal obligation and failure to carry out its
terms shall be treated as a violation of this agreement. Upon notification to the Local Agency of its failure
to carry out its approved program, the Department may impose sanctions as provided for under 49 CFR
part 26 and may, in appropriate cases, refer the matter for enforcement under 18 U .S .C. I 00 I and/or the
Program Fraud Civil Remedie s Act of 1986 (31 U.S .C. 3801 et seq.).
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The Local Agency agrees to the following and shall include it verbatim in all DOT-assisted contracts:
The co11tract, sub recipielll or s11bco11tractor shall 1101 discriminate 011 the basis of race, color, 11atio11al
origi11, or sex i11 tl1e performance of tl,is contract. The co11tractor shall carry 0111 applicable requiremems of
49 CFR part 26 in the mmrd a11d adminislralion of DOT-assisted c:olllrm:ts. Failure by the c:ontruc:tor to
carry· out these requiremellls is a material breC1ch of this co11tral'I, which may result i11 the ter111i11atio11 ~f
this comract or such other remedy as the recipie11t deems appropriate, which may i11c/11de, but is 1101
limited to: I) Withholding mo111h(v progress paymems: 2) Assessing sanctions; 3) Liq11idated damage.r;
and/or 4) Disqualifying the contractorfromf1111tre bidding as non-responsible.
24. DISPUTES
Except as otherwise provided in this Agreement, any dispute concerning a question of fact arising under this
Agreement which is not disposed ofby 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 furn ishes lo
the Slate a written appeal addressed to the Executive Director ofCDOT. 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 Al:,rreement 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 oflaw in connection with decisions provided for here in. Nothing in this Agreement, however, shall
be construed as making final the decision of any administrative official , representative, or board on a question
oflaw.
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EXHIBIT A, STATEMENT OF WORK
The Dartmouth Bridge over the Platte River (Structure# ENGL WD-DAPR) is a critical link in
the roadway network to the northwest portion of the city which serves a large light industrial
district, the Englewood/Littleton Wastewater Treatment Plant and approximately 1,140
residents. It is used by over 20,000 vehicles a day with a large percentage of truck traffic (per
2013 DRCOG traffic counts). The bridge is also on a dedicatd bicycle route that links cyclists
from Denver, Engilewood and Sheridan to the Platte River Trail. This bridge, re-constructed
after the flood of I 965, is on the Select List and has been rated as Functionally Obsolete with
an approximate sufficiency rating of 75.5 (in December 2013).
This project is a bridge rehabilitation project and widening that will include complete removal
and replacement of the existing asphalt wearing surface, I ½" reirnborced concrete deck,
expansion joints, bridge railings, sidewalks and surface inlets. Spot repairs to the existing deck
will be made if feasible, and full deck replacement is anticipated given the condition and
number of repairs that have been made over the years. Concrete Tee flange surfaces will be
visually inspected and repaired as necessary. Sidewalk approaches will be reconstructed at
each end of the structure as well as new approach railings and end anchors that meet current
COOT and AASHTO standards for improved vehicular, pedestrian, and bicycle safety.
Displaced riprap will be adjusted to protect abutments from scour. The widening portion of the
project will provide for 2 though lanes in each direction and a dedicated left-hand-tum lane for
each direction.
Intersections at each end of the bridge are signalized, subjecting the structure to both the
stopping and turning movements of the traffic.
Exhibit A -Page I of I
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
Stale Fiscal Year ZFYY _I $2FYA_I
Extension tenns Agreement Effective Date
State Fiscal Year ZFYY _2 $ ZFYA_2 The later or the effective date or ZST ARTDATEX
Stale Fiscal Year ZFYY 3 $ ZFYA_3
Stale Fiscal Year ZFYY=4 $ ZFYA_4
Stale Fiscal Year ZFYY _5 $ ZFYA_S Current Agreement Expiration Date
Total for all state fiscal years $ ZTERMDATEX
ZPERSVC MAX -AMOUNT
I. OPTIONS:
A. Option to extend for an Extension Tenn
B. Option to unilaterally authorize the Local Agency to beg in a phase which may include Design, Construction,
Environmental. Utilities, ROW incidentals or Miscellaneous ONLY (docs not apply to Acquisition/Relocation or
Railroads) and to update encumbrance amounts (a new Exhibit C must be allachcd 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 runds from one phase to another phase (a new Exhibit C must be allached with
the option letter and shall be labeled C-1. ruture 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 allached with the option leller and shall be
labeled C -1, ruture changes for this option shall be labeled as follows: C-2, C-3, C-4, etc.).
E. Option lo update a Phase Perfonnance Period and/or Modify 0MB Unifonn Guidance lnfonnation.
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 or the Original Agreement referenced above, the State hereby cxcerises its option lo
authorize the Local Agency to begin a phase that will include (describe which plwse will be e1dded and i11d11de all
that apply -Design , Co11stmctio11, Em•ironme11tal, Utilities, ROW i11 cide11tals or Miscella11eo11s) and to encumber
previously budgeted funds for the phase based upon changes in funding availability and aulhorization. The
encumbrance for (Design, Co11st111ctio11, E111 ·iron111e111al, Utilities. ROW i11cide11tals or Miscellaneo11s)is (i11sert
dollars Ire re). A new Exhibit C-1 is made part of the original Agreement and replaces Exhibit C. (Tire fol/owi11g is
a NOTE 011{\'. please delete ll'lien ming t/ris option . F11t11re changes/or this option/or Ex/1ibit Cslwll he lahled a.1·
.folloll's: C-2. C-3 . C-4, etc .).
Option C
In accordance with Section 7 , E of the Original Agreement referenced above, the State hereb y exccrises its option lo
Exhibit B -Page 1 of2
authorize the Local Agency to transfer funds from (describe pl,asefrom whichflmds will be mm•ed) to (describe
phase to w/rid1 flmds 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 app(,• -Design, Constrm:tio11, E11viromncmta/, Utilities, ROW incidentals or Misc:ella11eo11s); 2) to encumber
funds for the phase based upon changes in funding availability and authorization; and 3) to transfer funds from
(describe phase from 11'/richfimds will be moved) to (describe phase to whichflmds will be moved) based on
variance in actual phase costs and original phase estimates. A new Exhibit C-1 is made part of the original
Agreement and replaces Exhibit C.
(The followi11g language must be included 011 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 0MB 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 or delegate.
APPROVALS:
State or Colorado:
John W. Hickenlooper, Governor
By: ____________________ Date: _______ _
Executive Director, Colorado Department ofTransportation
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 or Colorado is
not obligated to pay the Local Agency for such performance or for any goods and/or services provided
hereunder.
State Controller
Robert Jaros, CPA, MBA, JD
By: ___________ _
Date: _____________ _
Exhibit B -Page 2 o f 2
EXHIBIT C -FUNDING PROVISIONS
A. Cost of Work Estimate
BRO M395-017 (22124)
The Local A l!encv has estimated the total cost t 1e Wor lo e I, . . 0, which 1s to e un e as o ows: k b $ 739 430 0 bfidd f◄II
1. BUDGETED FUNDS
a. Federal Funds Sl,391,544.00
(80.00% of Participating Costs)
b. Local Agency Matching Funds $347,886.00
(20.00% of Participating Costs)
TOT AL BUDGETED FUNDS S 1,739,430.00
2. 0MB UNIFORM GUIDANCE
a. Federal Award Identification Number (FAIN): TBD
b. Federal Award Date (also Phase Perfonnancc Start Date): Sec Below
c. Amount of Federal Funds Obligated by this Action: S0.00
d. Total Amount of Federal Award: S 1,391,544.00
e. Name of Federal Awarding Agency: FHWA
f. FDA # Highway Planning and Construction CFDA 20.205
g. ls the A ward for R&D? No
h. Indirect Cost Rate (if applicable) NI A
3. ESTIMATED PAYMENT TO LOCAL AGENCY
a. Federal Funds Budgeted S l ,391,544.00
b. Less Estimated Federal Share of COOT-Incurred Costs S0.00
TOTAL ESTIMATED PAYMENT TO LOCAL AGENCY S\,391,544.00
4. FOR CDOT ENCUMBRANCE PURPOSES
a. Total Encumbrance Amount S1,739,430.00
b. Less ROW Acquisition 3111 and/or ROW Relocation 3109 S0.00
Net 10 be encumbered as follows: SI, 739,430.00
Note: Desig11 a11d Co11str11ctio11 pltase ftmds are c11rre11tly 1101 available. Desig/1 a11d Co11str11ctio11 ftmds 111i/l
become a1•ailable after federal a11tlwri:atio11 a11d e:.ec11tio11 of 011 Optio11 Letter ( £:cl,ibit B) or formal
A111end111e11t.
WBS Element 22124.10.30 Performance Period Start*/End Date Design 3020 $0.00
12/6/2017 I 9/30/2019
WBS Element 22124.20.10 Performance Period Start*/End Date Const. 3301 S0.00
TBD I TBD
*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 officinl Notice to Proceed. Any work performed before these three milestones arc
achieved will not be reimbursable.
Exhibit C -Page I of2
8. Matching Funds
The matching ratio for the federal participating funds for this Work is 80.00% federal-aid funds to 20.00 %
Local Agency funds, it being understood that such ratio applies only to the Sl,739,430.00 that is eligible for
federal participation, it being further understood thal all non-participating costs are borne by the Local Agency
at IOO¾. If the total participating cost of performance of the Work exceeds $1,739,430.00, and additional
federal funds arc made available for the Work, the Local Agency shall pay 20.00% of all such costs eligible for
federal participation and I 00% of all non-participating costs; if additional federal funds arc 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 $1,739,430.00, then the amounts of Local Agency and federal-aid funds will be decreased in
accordance with the funding ratio described herein. The pcrfonnancc of the Work shall be al no cosl lo the
State.
C. Maximum Amount Payable
The maximum amount payable 10 the Local Agency under this Agreement shall be $1,391,544.00 (for COOT
accounting purposes, the federal funds of $1,391,544.00 and the Local Agency matching funds of $347,886.00
will be encumbered for a total encumbrance of $1,739,430.00), 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 oflhc Work stated hcreinbeforc 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 ofan Option
Letter as described in Section 7. E. of this contract.
D. Single Audit Act Amendment ,
All state and local government and non-profit organizations receiving more lhan $750,000 from all funding
sources defined as federal financial assistance for Single Audil Act Amendment purposes shall comply with
the audit requirements of 2 CFR part 200, subpart F (Audit Requirements) sec also, 49 C.F.R. 18.20 through
18.26. The Single Audit Act Amendment requirements applicable to the Local Agency receiving federal funds
arc 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 docs nol apply.
ii. Expenditure of $750,000 or more-Highway Funds Only
If the Local Agency expends $750,000 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 t his
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 arc from
multiple sources (FT A, 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 RESOLUTlON
EXHIBIT E, LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST
LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST
The following checklist has been developed to ensure that a II 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 (COOT) Project
Manager, Local Agency Project Manager, and COOT Resident Engineer prepare the
checklist. lt becomes a part of the contractual agreement between the Local Agency
and COOT. The COOT 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.
xvi i
Exhibit E -Page I of 5
COLORADO DEPARTMENT OF TRANSPORTATION
LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST
Project No. I STIPNo. I Proiect Code I Region
BRO M395-017 SR I 7001.016 22124 01
Proiea Locabon I Date
Dartmouth Bridge over the South Platte River 10/18/2017
Project Description
Dartmouth BridQe over Platte River
Local Agency Local Agency Project Manager
Cltv or Enalewood Paul R. Weller
COOT Resident Engineer COOT Project Manager
Marla HaJlaghaee Cathy Cole
INSTRUCTIONS:
This checklist shall be utiized to establish the contract administration responsibilities of the individual parties to this agreement.
The checklist becomes an al!achment tc the Local Agency agreement Section numbers correspond to the applicable chapters
of the COOT Local Agency Manual.
The checklist shall be prepared by plac:mg 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 COOT nor
the Local Agency is responsible for a task, not applicable (NA) shall be noted In addillon, a "If' will denote that COOT must
concur or approve.
Tasks that will be perfo1med by Headquarters staff will be indicated. The Regions, in accordance with established policies and
procedures. will determine v.ho will pelform all other tasks that are the responsibility of COOT.
The checklist shall be prepared by the COOT Resident Engineer or the COOT Project Manager, in cooperation with the Local
Agency Project Manager, and ,;ubmitted to the Region Program Engineer. II contrad administration responsibilibes change, the
COOT Resident Engineer, in cooperation With the Local Agency Project Manager, will prepare and distribute a revised checkli5l
Note·
Failure to comply With applicable Federal and State requirements may result in the loss of Federal or State participation in
fundina.
RESPONSIBLE
NO. DESCRIPTION OF TASK PARTY
LA COOT
TIP/ STIP ANO LONG-RANGE PLANS
2., I Review Proieci to ensure it 1s consistent with SflP and amendments thereto I I X
FEDERAL FUNDING OBLIGATION AND AUTHORIZATION
4.1 Authorile funding by phases (COOT Fam 418 • Feden,l,1id l'r0gram Oat■ Requlr~ FHWA X
ecncurrenceilnvdYt!monll
PROJECT DEVELOPMENT
5.1 Preoara Desian Data • COOT Form 463 X
5.2 Preoare Local Aaencv/COOT Inter-Governmental AQreement rsee also Chamer 31 X
5.3 Conduct Consultant Selection/Execule Consultant Agreement
• Project Development X # . Construction Contract Administration lindudina Fabrication lnsoection Services\ X #
5.4 Conduct Des,on Scooina Review Meet1na X
5.5 Conduct Public: Involvement X
5.6 Condud Field lnsoec:tion Rev,ew CFIRl X
5.7 Conduct Environmental Proce55e5 (mev re<!l11re FHWA ecncurrence,lnvdvement> X #
5.8 Acauire Rl!lht-of-Wav (mav reauire FHWA concurrence/invd\lementl X #
5.9 Obtain Utrlitv and Railroad Aareements X #
COOT Fenn 1243 3/16 Page 1 of 4
Previous ediions ere Clbs01e1e end may net be used
Exhibit E -Page 2 of 5
RESPONSIBLE
NO. DESCRIPTION OF TASK PARTY
LA COOT
5.10 Conduct F nal Office Review IFORl )I
5.11 Ju,'"" Force Aci:ount Wo,-k bw the Loclll An~"" X #
5.12 Juslilw PfQcrietar~. SClle Source or Local Aaencv Fumished Items X #
:>.13 1n(:Urnent ue=n ~c:e0tions • ., • ~orm 4114 X #
!1.14 Pleoare ~ans. =eci!icat,ons. Construction Cost Estimates and :submillals X
5.15 Ensure Authonzallon _of Funds for Construction X
PROJECT DEVELOPMENT CIVIL RIGHTS AND LABOR COMPLIANCE
6.1 Set D,sadvantaged Business Enterprise (DBE) Goals for Consultant and Construdlon X
Contracts !COOT Renier, EEO.CM4 R,.ol!t• S..ecia i.t!.
6.2 Determine Ap/jcabi; of Davis-Bacon Act X
This proJect is ·snot exempt from Davis-Bacon requirements as deterrrined by the
functional classifc:ation of the project location (Projects loc:ated on local roads and rural
minor collectors may be exempt)
!l!i!!li! t!i!lli!Obaee l!2ll!!liD!Z
COOT Resident EMineer (Sionature on File) Dale
6.3 Set On-the-Job Trainino Goals !CDOT Reiten EEO/CMI Rlohls S11ecialst> X
6 .4 Title VI Assurances X #
Etl:.ure the correct Federal Wage Decision, all required Disadvantaged Business
Enterptise/On•lhe.Job Training special provisions and FHWA Form 1273 are jncluded in the
X #
Contract !CDOT RMident """'neerl
ADVERTISE , BID ANO AWARD of CONSTRUCTION PROJECTS
7.1 Obtain JOJJIJ«lVal for Advertisement Period of Less Than Three Weeks X
7.2 Advertise for Bids X #
7.3 Distribute "Advertisement Ser of Plans and S 11eofic:at1ons X
74 ReviewWorksite and Plan Details wth Prospea111e Bidders While Project s Under X
Advertisement
7.5 O11'.len Bids X
7.11 Process Bids for Comoliance -Check COOT Form 1415-Commitment Confirmation when the low bidder meets DBE 11oals X
Evaluate COOT Form 1416 -Good Faith Effort Report and determine ii the Contractor has
made a """d fath effort v.hen the low bidder does not meet DBE ""~Is X -. Submit ,_uired documentation for COOT award concurrence X
7.7 Con(:Urrenc:e from COOT to Award X
7.8 Aoorove R.........,,,, of Low Bidder X
7.9 Award Contract X #
7.10 Provide 'Award" and "Record· Set=; d Plans and 5.,.,.,ific:ations X
CONSTRUCTION MANAGEMENT
8.1 Ir.sue Notice to Proceed to the Contractor I X I
8.2 Pro;ect Sa•el\l I X I
8.3 Conduct Conferences:
Pre-Con&truction Conference (Appendix B)
• Fabrication lns1:1ection Notifications X
Pre-survey
• Construction staking X . Monumentation X
Partnenna I""'. onall NIA NIA
Slruc:tural Conc:rele Pre-Pour lAnende Is In COOT Const"uction Marnia~ X
Concrete Pave1n11nt f're-PavinuAG enda Is l.rJ COOT COllsfruc!/cl/! Mam1•~ X
HMA Pre-Pavina (Menda Is In coo T C011slruction Marnia& X
8.4 Develnt1 and distribute Public Notice of Planned Construction to media and loc:al residents X
COOT Fam I 243 3/16 Page 2 ol 4
Previou s edl,ons are cbsol ele and may ncl be used
Exhibit E -Page 3 of 5
RESPONSIBLE
NO. DESCRIPTION OF TASK PARTY
LA COOT
B.5 Supervise Construct.on
1, .. -A Professional Engineer (PE) registered in Colorado v.t1o WIii be ·in responsible charge of
construction supervision.•
Paul R. Weller. P.E. 303-762-2S05
Local Agency Profe5Sion;,I Engineer or Phone number X
COOT Resident Enoineer
. ._:•:
Provide competent, expenenced staff who WIii ensure the Contract 11',Crk is constructed in
accordance with the clans and SDl!Clfications X .. . . Construction ins"""'ion and documentation X --~ Fabrication Inspection and documentation X
B.6 Approve Shep Orawnos X
B.7 Perform Traffic Control 1nsoect1ons X
8.8 Perform Construction Survevina X
8.9 Monument R1aht,of0Wav X
810 Prepare and Approve Interim and Final Contradol Pay Esbmates Collect and review COOT X
Form 1418 (orequr,alent)
Provide the name and phone number of the person authorized for this task.
Paul R. Weller P.E 303-762-2505
Local AQencv Rep1esentative Phone number
8.11 Preoare and Aoprove Interim o1nd Final Utilitv o1nd Railroad Billinos X • 8.12 Prepare and Authorize Chancie Orders X #
8.13 Submit Chanae Order Packa1111 tc COOT X #
8.14 Prepare Local Aaencv Reimbursement Reauests X
8.15 Monitor Pro1ect Financial Status X
8.16 Preoare and Submit Monthlv P=ress RePOrts X
8.17 Resolve Contractor Clarns and OiSPutes X
8.18 Conduct Routine and Random Project Reviews
Provide the name and phone number of the person responsible for this task. X
303-757-9914
Maria Hajlaghaee
COOT Resident Enoineer Phone number
8.19 Onaoino Oversioht of DBE Participation X
MATERIALS
9.1 Oosc:uss Materials at Pre•Construction Meebng X . Buv America documentation reauired 0rtor to installation of steel
9.2 Complete COOT Form 250. Materials Documentation Record . Generate form, which indudes determining the minimum number of required tests and X
applicable material submittals for all materials placed on the project . Update the form as work progresses X . Comolete and distribute form after v.ork is comoleted X
9.3 Perform Proiect Acceotance Samoles and Tests X
9.4 Perform LaboralOrv Veriication Tests X
9.5 Accept Manufadured Products X
Inspection of structur;,I components:
• Fabrication a structural steel and pre-stressed concrete structural components X
• Bridge modular expansion devices (O" to e· or greater) X . Fabrication a beatina devices X
9.8 Acorove Soun:es or Materials X
9.7 Independent Assurance Testing (IATI, local Agency Procedures U COOT Procedures 12!:1 . Generate IAT schedule X
• Schedule and provide notification X
• Conduct IAT X
CDOT Ferm 1243 3/16 Page 3 of 4
Previous ed~iais are Obsclete and may nCI be used
Exhibit E -Page 4 of 5
NO. DESCRIPTION OF TASK
9.B Approve mix designs . Concrete . Hot mix asohalt
9.9 Check Final Matarials Documentation
9.1D ComTJlete and Distribute Final Matenals Documentation
CONSTRUCTION CIVIL RIGHTS AND LABOR COMPLIANCE
10.1 Fulfill Pr01ed Bulletin Board and Pre-Construction Packet Requirements
10.2 Proces:. COOT Form 205 , Sublet Permit Application
Review and sign completed COOT Form 205 ror each subcontraclor, and submit to
EEO/Civil Riah1s Soeciali:.t
10.3 Conduct Equal Employment Opportunrty and Labor Comp'iance Venfication Employee
Interviews. Co"1)Iete COOT Form 280
10.4 Monitor Disadvantaged Business Enterprise Partic1patton lo Ensure Compliance With the
"Commerciall11 Useful Funct,on • Reau~emen1s
10.5 Conduct Interviews \Nhen Project UtlliZes On-the-Job Trainees.
• Complete COOT Fann 1337 -Contraclor Commttment to Meet OJT Requi1ements .
• Complete COOT Form 638 -OJT Trainee I Apprentice Record .
• Comlllete COOT Form 200 • OJT Training Quest10nnaire
10.B Check Certified Payrolls (Contact the Reolan EEO/CMI Rl~ts Snecieists for tra lntna reaulrements,l
10.7 submit FHINA Form 1391 -HIQhwav Construction Contractor's Annual EEO Re00rt
FINALS
11 .1 Conduct Final Project Inspection. Complete and submit COOT Form 1212 • Final
Acceptance Repor1 (Resident Engineer ,.;th mandatay Local Agency penldpalian.)
11.2 Write Final Proiect Acce=nce Letter
11.3 Advertise for Final Settlement
11.4 Preoare and Distribute Final A5-Construcied Plans
11.5 Preoare EEO Certification and Collect EEO Forms
11 6 Check Final Quantities, Plans, and Pay Estimate: Check Project Documentation and submit
Final Certifications
11.7 Check Material Da::umentabon and Aceeot Fmal Material Certification !See Chaoter 91
11.B Obtain COOT Ferm 1419 from the Contrac:to, and Submit lo the COOT Pre;..,,, Manaaer
11.9 IFHWA Form 47 disconhnuedl
11.10 Comolete and Submtt COOT Ferm 1212 -Final Acce.,,,.nce Reoort lbv coon
11.11 Process Final Pa-nt
11.12 Comotete and Sobmij COOT Form 950 • Proiect Closure
11.13 Retain Proiect Records for Stx Years from Date of Pro;..,,, Closure
11.14 Retain Final Version or Local Aaenc11 Contract Adm1nistrabon Checklist
cc: COOT Resident Engineer/Projed Manager
COOT Region Program Engineer
COOT Region EEO/CivU Rights Speciali:.t
COOT Region Materials Engineer
COOT Contracts and Markel Analyss Branch
Local Agency Project Manager
RESPONSIBLE
PARTY
LA COOT
X
X
X #
X
X
X #
X #
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
NIA NIA
X
X
X
X
X
COOT Fam 1243 3116 floge 4 ol 4
Previars ediions are Obsolele and may not be used
Exhibit E -Page 5 of 5
EXHIBIT F, CERTIFICATION FOR FEDERAL-AID CONTRACTS
The Local Agency certifies, by signing this Agreement, to the best of its knowledge and belief, that:
No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for
inlluencing or auempting to inlluence 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 1his
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 1his 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 S 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 $ I 00,000 and that all such sub-
recipients shall certify and disclose accordingly.
Exhibit F -Page I of I
EXHIBITG
(INTENTIONALLV OMITTED!
SEE SECTION 23 IN BODY OF AGREEMENT
Exhibit G • 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 1ha1 involves professional consultant services. 23 CFR 172.1 slates "The policies and
procedures involve federally funded contracts for engineering and design related services for projects subject 10 the
provisions of 23 U.S.C. 1 I 2(a) and arc 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 nol 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.
COOT has formulated its procedures in Procedural Directive (P.O.) 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 cl 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 thal addresses the items in 23 CFR 172].
Because the procedures and laws described in the Procedural Directive and the guidebook arc quite lengthy, lhe
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 arc:
I. 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 arc 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 Local Agency shall nol advertise any federal aid contract without prior review by the CDOT Regional
Civil Rights Office (RCRO) to determine whether the contract shall be subject to a DBE contract goal. If the
RCRO determines a goal is necessary, then the Local Agency shall include the goal and the applicable
provisions within the advertisement. The Local Agency shall nol award a contract to any Contractor or
Consultant without the confirmation by the COOT Civil Rights and Business Resource Center that the
Contractor or Consultant has demonstrated good faith efforts. The Local Agency shall work with the COOT
RCRO to ensure compliance with the established terms during the performance of the contract.
5. The Local Agency shall require that all contractors pay subcontractors for satisfactory performance of work
no later than 30 days after the receipt of payment for that work from the contractor. For construction projects,
this ticm period shall be reduced to seven days in accordance with Colorado Revised Statute 24-91-103(2). If
the Local Agency withholds retainage from contractors and/or allows contractors to withhold rctainage from
subcontractors, such relainage provisions must comply with 49 CFR 26.29.
6. Payments to all Subconsultants shall be made within thirty days of receipt of payment from [the Local
Agency] or no later than ninety days from the date of the submission of a complete invoice from the
Subconsultant, whichever occurs first. If the Consultant has good cause to dispute an amount invoiced by a
Subconsultant, the Consultant shall notify [the Local Agency] no later than the required date for payment. Such
notification shall include the amount disputed and justification for the withholding. The Consultant shall
maintain records of payment that show amounts paid to all Subconsultants. Good cause docs not include the
Consultant's failure to submit an invoice to the Local Agency or to deposit payments made.
7. 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 COOT pre-qualified prim e
consultants and their team. It also shows which criteria arc used to short-list and to make a final selection.
The short-list is based on the following evaluation factors:
a. Qualifications,
Exhibit H -Page I of 2
b. Approach to the Work,
c. Ability lo furnish professional services.
d. Anticipated design concepts, and
e. Alternative methods of approach for furnishing the professional services.
Evaluation factors for linal selection arc the consullant's:
a. Abilities of their personnel,
b. Past perfonnance,
c. Willingness to meet the time and budget requirement,
d. Location,
c. Current and projected work load,
f. Volume of previously awarded contracts, and
g. Involvement of minority consultants.
8. 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 arc prepared for contracts expected to be
greater than $50,000. Federal reimbursements for costs arc limited to those costs allowable under the cost
principles of 48 CFR 31. Fixed fees (profit) arc 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.
9. A qualilied Local Agency employee slmll be responsible and in charge of the Work to ensure that the work
being pursued is complete, accurate, and consistent with the tenns, conditions, and specifications of the
contract. At the end of Work, the Local Agency prepares a perfonnancc 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-Rewed Ma1 1, 20J:!
REQUIRED CONTRACT PROVISIONS
FEDERAL-AID CONS1RUCTION CONTRACTS
L Genenl
U. Nondiscnmill311on
"'· N~olt\!d FaciAJes r.J , D~ and Related NJ. ProvisioM
V Cmlrad Wo~ Hou~ .Jl1d S.1fety 5tJl1Clai:dl Act
ProviHllls
Vl. Sublettilg or Asslgnng the Contr.Jet
Vll. Smty: Accdto!lt Pre11&nt,on
Vlll. False Stllements ec:.nc.rnn; H"igh wra y Prajects
IX. lmpll!fflentatian al Clean Air Act and Feder:il Waier
Pollution Control Ac1
X. COmplance wi1h ~e Suspe,!iiGn ;ind
Dlban!ent Re<r.iJwnents
XI . ~ Replding Use of Conlr.lCI Funds for
Lobbying
ATTACHMENTS
A. Employment and Materials Pn!Mnce for App.11,xhian
~em Highway System or ~ian loc3l Access
Road C011tr.1C1S l fldudecl in Appalachl• ~ only)
l GENERAL
1 Fam FHWA• 1:!73 must be ~y inoolpcnted in NCh
consuuelion contract funded under li11e 23 !Hduding
emergency conll'ilcts solely •~ for debril removal). The
connctor (or s..bc:a11a...-tclt) must instn 11\is fonn II each
subconnct .Jnd further require its 11duslon in al lower tier
subconlracts (6Clllding ~ orders, rfflt1I agreements
and olher~entsforsuppies orsen,ioesl
The 3')plicable ll!qllll'efflents ot Funn FHWA• 1:!73 are
~ by l'l!ferenc:. for wort done under 311y purch:ase
order. rent.al ~tor ~t for other sem:es. The
prime contractor w, be respom,ille for compliance by any
wbconlractor, lclwer-lier subconlr.lc:IDr or senric:. provider
Form FHWA• 1273 must be Included in all Federal-ad design•
build conlr.lels, in a l subconlracts and in lower lier
subcallr3cts (excluding -~ for design~-
purchase arue~ rernaJ agreements and Clher ""'""'ents for
IUpl)l.es or senrices), Tht design-b uilder llul be responstie
fo r compliance by .., SubcGntra=r. kMeHiet subconlr.ldot
or sennce pnmder.
Contracting agencies may re~ Fom, FHWA-1273 ii\ bi.d
PRJPO$ill or request for proposal documents. however, the
Form f'HWA-1273 must be phys,caJJy ~ (not
referenc:edl II alL contr.lcts, 5~ and lower.lie,
subconlr3cts (exclildmg pun:hase ordeft rentll .-nts
and Dlher a,grHments for suppli!s or sen,ices relaled to a
cons.truction conlr.lct).
2. Subject to the applicabl lly ctileria nOled ifl the fCloi,wing
sections. lhl!-$e CO!'lhl:I provi<uln$ sh.d aiiply to all -11
p,e,1omted on the contract b)' 1he conlr3Ct0t's own organizab on
and with 1he as.Hbnce of warlters under the oonrxtot's
immediate superintendenc:. ;and 10 .111 ~ perfom,ed on the
con trac:t by p;--ii, s.tabon wort. or by subcontract.
3. A bruch of~ of the stip~ c:onuined In these
Reqund Conlr.ld PnNisions may be sufficienl grounds for
Wlthholdmg of~s ~ems. wilhhdd~olfinal
pa:;ment. t~on of the connct. suspension I debarment
or 3l1Y olher 3dion determ11ed 1D be ~ropriate by 1he
con'r.lding agency and FHWA.
4 . SMaion of Labor-During the ptorlomlance of this contrxl.
lhe corm:idllr shall not use conw:t bbor for any purpose
within~ 5mits cf a cans.1rudion project on a Fedtnl-aid
hlghvgy unless it is bbor perlormed by conYie,s \liflo are on
parole .. supeivis.ed rele.tse , 0t probation . The term Federal-aid
h ghvgy does not include roadways functiooally cbssified as
bc:31 r'D3ds or rural m,nor coll~
II. NONDISCRIMINATION
The provis,ons of lhis seclion related 10 23 CFR Pan 230 are
31p plicable 1D all Federal-ai d con!illUcban c:arintD and to all
A!lated constructcn sUl>aWlncts of SI 0.0DO or more The
p,ovisions of 23 CFR Part 230 are not appl.cable to male!UI
supply. eng11ee ring, at archillcb.AI servic:e COl'llr.llCIS.
In addition. lhe contne10r and ~ sulM::(IMQctors must~
with 1he fdlowing polic:ies: b.ouwe On:let 11 :!40. 41 CFR eo .
29 CFR 1 G:!5-1027. nle :?3 USC Section 140, lhe
Rehablit11ion Acl of 1073. u amended (211 USC 794). TIiie Vl
of lhe Civil Rights NJ. of IOM. 3S 3fflended and rebted
reg ulatxms Including 411 CFR Parts 21, 211 and 27; and 23 CF R
Parts 200, 230. and 1133,
The COl'llr.lCJDr anc1 alt !1Ubcanll3CIOl'S must comply ""4th: the
requirements of lhe Equal ()pporulll)' Clause ln 4 1 CFR a<J.
1.4{b) and . for all construc:tJon contrae1S ~11g S 10,000.
lhe Stand:ud Feder3l e~ Employment Opportunity
ConslNClion Connc;t SpeciiilmlDnS in 41 CFR 60-4.3.
Note: The U S. o.p.tnenl ol Labor has exclusive authority 10
detenmne compliance m1h Executive Order 11246 and the
policies ol lhe Stcl'IUty of ubor including 4 1 CFR 110. and 29
CFR 1625-lezT. Thec:on~~anclthe FHWAh3W
1he authority and lhe llflllOl' sibl.1:f to ensure compliance with
Title 23 USC Sect.en 140, the Rehab ilit3!ion AC1 of 1Q73_ .n
~ended {29 use 794 , • .and Title \11 ol lhe Clllil Rig Ms Ac.I r:I
1PM, as ~ended, and related regub1Jons IIICludng 49 CFR
Patts 2 1. 211 and 27; and 23 CFR Patts 200, 230, and 1133.
The following provision rs a dopted from 23 CFR 230, Appendix
A . with appropriate rewisions t o conform to 1he U S.
Oepanment otl.abor~US DOL i and FHWA ~.
1. Equ.aJ Employment Opportunity: Equal emplo yment
op_polllllllity ~EEO) requiremen?s 110110 discrmi.nale and t o we
~e a,ct,on IQ ~sure e qu al opportunity as set forth
under Laws . execulive croan. rules . regub~cns (29 CFR 35.
29 CFR 11130. 29 CFR 1a25-1627 4' CFR 60 and 4Q CFR 271
an d croe~ or lhe ~ ot Labor as modified by the
pro111StOnS ~bed herein. and imposed fJ\nuant 10 23
U .S.C ~40 shall constitute thit EEO and specific alfrm.ltive
xtion stand.ll'ds for 1he ~s project activities under
Exhibit I -Page I of 12
this conlr3ct. The proy15,cns of the Nnericans w:1h Disab l1i es
At!t. of 1000 (42 U.S.C 1210 I etseq ) Ht forth undet 28 CFR
35 and 29 CFR 1830 are incCtpOr1lltll by re(em,ce fl thls
GQfflACt. In the eiteeution of this comrac.t. lhe ccmrae10r
agrees 10 ccmc,ly with lht! following minmum specific;
requirement xtivilies of EEO :
a . The connc:tor will won with the contracting agency and
the Federal Government 110 ensure 1h.1I it has made elll!I)'
good faifl effort to provide equal oppnJnity wilh tesp,e<S to a l
of 11S 1enns and conditions of ~t and rn their 11!1/l8W
da~llllder the contract
b. The 00llll'attOf wi l ac:cept as its opera1ing policy the
to,owng statement
"It is lhe pollc)' of this Campany 10 assure that applicants
319 emplo)'ed, and that~ are 1rtated during
employment. wilhout regard 10 theit rxe. religion, se1<. color.
nalional origin, age ar disabmty. Such ai:tion shall tnc:lude·
employment 111¥3din;. demotion. or-transfer. reauilmem or
lffNitmlnl. advenis1ng : layoff or tenninabllll; rates of pay or
olherforms of compensa,ian; and selecbcn for!ralning,
including~.,. ~shC). and/at O!Hhe-
job training :
2. EEO Officer. The c:ontraelor will designate and make
ltnOl'dl III the contraaing offie&rS an EEO ~ who will have
the respons bility for ;ind must ~ cap3bl e of effectM!ty
acsninisltrtlg and promotflll an aaive EEO progl'llffl and who
must be assigned ~equale aU1hority and ll!Sponsbtty to do
so.
3. DisSffllinatlon of Polley: All membeB of1he ~s
stiff who are authorized to hire, M1pel'lise. ~e. and
disch3rge employees, or who reoommend such actiOl'I. ar who
are submnully in~wd in such action, wil be made fully
cognizant of, and will inpement, lhe c:ontrae10rs EEO poNcy
and con~I respon51bdlties to provide EEO in e3Ch grade
and cbss~ ofemlllOYffll!llt. To ensure that the above
~twill be met. the follo,mg atlions wl be Uken as a
min.mum;
a Periodic mffCiliOs of supervisory and personnel office
employees wit be conducted beftln1 the start of won and then
not less often than cnce eve,y sac m0111hs, at which tme the
t:GR1raclds EEO policy and its implel1leUon wl be
reviewed and explained The meetings Ml be conducted by
lhe EEO Oirar.
b . All news~ or pe,sonnel office employees will be
given a thorough indoe1maton by the EEO Officer. covering
all rNjor aspects of 1he contracto(s EEO cti(igalions withm
lhllty dlys following 1heir repol1ing for dUty with lhe conlractor.
c. Ab penonnel who ;n engaged in direct ~itment fot
lhe pqec:t wi l be ~ by the EEO Offi;er ,in the
~or's p,-dufl!s for l DC.lling and himg mlnonties and
women.
d. Notices .md P0fflR settrig fnl1h lhe conlr3dllr's EEO
policy wil be placed in 3rNS readll:, accessible IO employffs.
applicants for emplo)'nent and potential em~.
e. The (Qlltra(:ml's, EEO policy and the pnicedures to
implement such policy w,11 be brought 101he attention of
employees by means d meetings,. employee hatlcllooks. or
OCher appnipriate fflNIIS.
4. Recruitment: When adffllimgforempnyees, lhe
con11'3aOf llril include In 31 ~wrlisements for empln:,,Ms lh&
noblion: •An ~3il Opportunity Employer.~ Al such
advenisements will be pbl:ell In publica1ions hall'ing a large
cira.lLlcinn .1ffl0hg mt10ribes and women in the area from
which 1he project wen forte would normally~ derived.
a. The conlrador will, unless precluded by a valid
bargaining agreement . conduel systematic and dired
recruilmem lhrough public and priv.111! emplo)'M referr.il
sources ~ltety to yield qualified minoritiH and wcmen . To
meet lhis ~-remenl the connc:uir wl identify ~ of
potemial mmnty group employees. and establish With such
lf;l entified sources ~s wh-by minority and women
3Pflllicants may be referred to the contractDrfor employment
consideralian.
I>. In Ille eYent lhe contra=r hu a valid bargainng
agreement proyiding for elClusive hiring hall referr.il,, 1he
con1rael0( i, e1epected to observe the provisions of 1hat
agreement to the extent that the system meets the contrac1or's
compliance with EEO~ proyisions . When!
lfflflltmen~10n of such an aglNl'Mnt has the effect d
d1scrim.natilg agamt mfnorities or women. or oblignes the
con1r.ldlllto do the s:IIM. such impleml!!Ution violates
Federal noncflSCriminaticn proy,sion,.
c. The contractor will encourage ib p,esent empbJMS to
refef mil'lolities and women n applicants for emplo)m ent.
ln:'orm.ltion and p,ocet:lures wilh rega,d to referring such
appli~m wil be Cl:scussed wilh empio,J,Ms.
S .. Personnel Actions : Wages, worki ng concf;'tions, and
employee benefits sh3I be established and amninistered. and
pe~I actions of e11ery type , llldud111g hmg, upgrading,
promotion . transfer, dtmalion. layoff, and tennlnation. 5h31 be
taken without l'lpl'G to 1'3Ce. color. rel',;ion. sex. nation.11
origln , age or cfisabl lly . The fcllcwing procedures shall be
followed.
a The connc:tor wil conduct pemctic inspections of. Pffliec:t
sites to inSlln! lhat working condi1ions and employee facilities
do not indicate discriminatory tn!atment of project site
persome,t ,
b. The con1rad0r wia penodicall:, evaluate lhe $pread of
wages !)lid within Nch c:unili::ation 10 detennine any
evidence of discnninatory W3ge practices
o. The contradOt wil periodical!:, rt'oliew selected personnel
actions in depth to dl!leml'.ne ~ there is evidence of
d i!iCmllnalal, Where evidence is found , lhe c:on1l:v:IDI Id
promp,ly take CClll'KINe action. lflhe review rncfic:ate$ that the
dis,c:rinunalal may extend beyond lhe actions reviewed, such
corrective action shall u,clude 311 3ffec:ted persons.
ll The conrractor wiB promplly investigate all complaints of
alleged disc:rirninat10111made 10 lhe conlracl11t in conneaion
With its ob{Oalions under 'lhis contrxt. wJ alh!mpt to ~
such complaints, and w~I take app11pnate ~ action
within a~ tme. ti the investigation indic:ate$ that the
disainllnat1011 may affect personi other 1han the compainant.
such C011'Ntive action ~ include such other persons. Upot1
completion of each investigation. lhe contr.lCIDr wl inform
evl!I)' complainant of a.• of their avenues of appeal.
Ii. Training and Promotion:
a. The conlractor wiJ ani1ot 111 ~ qualifying, and
i:laNsing the sk lS of 11\olllCltffl .wid women wh o 311!
Exhibit I -Page 2 of 12
appMc;mts for employment or current employees. Such efforts
should be ained at developing full pumey level st.nus
emp\oyN5 in 1he type of tr:ade et job cbsslfic3bcn involved.
b . Con~t wnh the contractor's wen bee requirements
and as pennissitwt undtf' Federal 311d State 11!QL113tians . the
contActor shall make ful use of 1ra'ffi11 9 programs. i.e ..
:ap~p. and on-the-job training (lfOOQll'IS for lhe
gie)Ql'apllical .JrN ex contract f)tffiffllance, i n ltte event a
speci.ll provision fa t train rig is p,ovided under thts ~
ltlis subparagraph d be supelS6Qied as rndtc:ated in 1he
speci.l! provision. The ~g agency~ reserw
!raining positions fO!' peBOnS who ~~ as~tance
in accordance-with 23 U.S.C. 140(a).
c. The conlr.ldor wi~ adllise emplo)i ees and ~~ts for
emplO)'lllent of aniable tratmng proor;t111s n entrance
requirements for each.
d , The contractor wil l periodically review the 11'3inrig and
promotion potentia1 af empioree,s who are minorities and
wcmen and wl encourage eligtie employees to apply fw
such training and ixomo1icn .
7. Unions: lf1he conlract0r reles 111 'Mlole et" part upon
unions as a souree of emplo~. the contr3C10f wi B use good
faith elhlns to obtain 1he coo~ of such unions to
increase q)l)Ortun."lies for minOl'llles and women .. Acticns by
Ille contl'3C10r. eilher direaly et thr0ugh a COl'1lr.lctlll's
association acting as agent.. will fnclude 1he procedures set
forth below:
a . The contractor wil l use good f3l1tl elhlns to develop. in
cooperation with 1he unions, joint Ir.lining progl'3ffls aimed
IDward qU31ifyrlg mare mnomies and women for membership
in the unions and inc:,easing the sk ill s of m1nori1ies and women
so that they may qu.ilify for higher paying employrnenl
b, The contractor will use good f3l1tl elhlns to incorporatl! an
EEO dause into each union agreement 11:1 the end that such
union wl be connctu311y bound 11:1 refer appliunts without
npd to their race, color, refigion, sex. national origri, age er
disability.
c. The comractor is to obtan ift.'olmllion as to the refarr.11
pracbces and pofcies of 1he l abor union ucept that ID the
extent such informaticn is within 1he 6Clusiw possession of
the labor union and such lab« union refuHS 10 furnish such
inform3tion ID the contrar:tar. the contractor st\311 so cenify 10
the contracting agency and shal set fcnh wh.it ef.ons tuive
been made tD obtail such ~on.
d. In the effllt 1he union is ~nable to provide the CONl'Xlllr
wrth a 1NSONble flow ex referrals within the tme rm« sec forth
in the collec1ive ~ng agreement the ainl'3d0t wt,
through i ndependent reaullment effom, lid the employment
¥3C.111Cies without ~ m race. color. religion, sex, n31ion.il
origin, age or disabJity: mak:ng fuD efforts ID obt3iin qualified
and/or quaJifi3ble mi n0f1ies and women .. The failure ol a uroon
ID p,ovide sufficient reftff.111 {evea though it is obligated ID
prc,yide exclusive ~ under die tenns or a cclective,
bargairmg agreement) does not relieve !he contractor from the
requirements of this ~h. In the event 1he union referral
~ prnwilS 1he c:antrac:tDrfrom meeting the obligations
pursuant 10 E~utille Ordtf' 11:?48. as amended . and these
specill provisions. such contrar:tar sha.'J invnediately nolify the
comr3Cii11g agency.
8. Rnsonable Accommodation for Applicants I
Employees with Disabilities: The CCl ·llrX,tOt must be bmiia r
with the requ irements for and comply with the AIMrioans with
Oisabililies Act and all Mes and regulations established there
under. Ernpioyers must provide 1Nsonable xcanmod.itio111 ,n
all employment activities unless to do so would cause 311
undue hardshl).
9. Selection of Subcontractor... Procurement of Materials
and lnsing of Equipment: The contr:actor sh.1111 not
dr5Cffl\lnate on the grounds of rao&. cdor. rer gion. sex ,
Mtional orign. age or disabilty in lhe selection and reten1ion
of ~U':lctln. ind uding pl'OClftll'lent of ~ and
leases of equ:pment The ~ sh3II ,ake all necessary
and ~ steps to ensure 1101\discrirnin3tiotl in the
admMnbon ol 1his contract.
a. The conlractcr shall notify aH potem;l.i sul:Jcomr3cttn and
suppliers and lessors of their EEO obligations undtf' this
conlrad.
b. The conlraetcr will use good faith ef'otts tu ensure
subcontractor ccrnp1iance with their EEO obligaboni..
10. Assunnce Required by 49 CFR 26.134b):
a. The requfrements of _.g CFR Pan 26 and the Sute
DOTs U.S. DOT-approved DBE progr.11'1'1 are ll'ICOIJ)Orated by
refelfflee
b . The ootrlt3CID' or SleCOl\tractor shal not disctinrna1e on
the basis of race. color, n3tional ongin. or sex III the
pe~ af ~is comae1 The contractor shall C3IJY out
applicable requ'rements of 49 CFR Part 26 in the 3W3l'd and
admnisntion al DOT-assisted conlr.lcts Fa~~ by the
con1r3cto4' to carry out these ~en1S is .11 matenal breach
of lhis com-act which may result in 1he tennination or this
conlr.JCI or such other remedy as lhe contrading agency
deems appnlpri:ate.
1 t . Records and Reports: The contradol shall keep such
rec:ocds as neceuary to document eorrc,li:lnce wilh the EEO
requirements. Such records shall be retained for a period of
1hree )'ears fallowing the date of the fin.ii payment to the
contraclWfor aH contract won and 5h31 be a~~able at
reasoruble times and places for inspedion by authoriMd
R!1)resenbtives of lhe contracting agency and 1he FHWA .
a. The records kept by the contr.ie1Dr sh.11! document the
following :
(11 The number and won hDIIIS of minority and f\OII•
minority group members and women emplo~ in each work
class~ on the proj ect ;
(2J The ~s and effons beilg ~ in C110~
wilh unions, When appllC3ble, to i rlCl'Nse employment
~ities for mil'iorities and wo,nen, and
(31 The im,a,ess and effons being made ,in loc3ting. hinng.
traning. qualilyilg, and upgrading mrioribes and women.
b. The contrac:tcrs and subc:onllxt0t$ wi~ submit an annual
report to the contracting agency e.tch July for the du1'3tion of
1he project, indicating 1he number of l'l\ilOti(y. wcrnen , and
non•m ·nonty group em plcr,'ff5 currently eng ~ in each work
classification reqund by 1he 00nlt.id work. This infamation is
to be reported on ~\3il, The staffing datJ should
represent the pn,jKI: on board in all or any pan of
lhe last ~ period pfKl!ding lhe end of July, If on-lhe-job
train rig is being required by special provision . the ainlr3d0f
Exhibit I ~ Page 3 of 12
d be required to collect and report training data. The
employment data should reflect Ille W0l1I fonie on board during
311 or any pan of the last payroll period prececfn g the end of
-My.
Ill. NONSEGREGATED FACILmES
This provision is applicacle to~ Federal-aid consuuctian
contracts and to all refaled cons~ subconlr3cts al
SID.DOD or more.
The contradof must ensure lh.it facilities provded for
employees 3f1l provided ii such a mamer thal segregation an
lhe b.lsis of rxe. collll'. religion. ~.11. or nacional origin C-1111101
result . The contrac101' ll\3Y ntilher requn such Ygreg3led
use by written or oral policies nor tolerate such use by
employee OliS"IOffl. The conlr3Ct0r's obtipcln extends flliher
ID ensure tt'3I i1s etnployees a,e not assigned 1D perform lhei'"
Sen,,c,K at 3/lf'I IOall:ion. l.llderthe ~s control, where
lhe facilities are segregalE!d The ll!ml "facJilies • 111dudes
W3iting roams, IIIIOrl! 3A!as. ntstJIZ3nts and other eaing areas.
time clodls, restraoms. washruoms. loc:ker rooms, and Olher
stonqt or dressing are.is, pariung lots, drinking~.
recreation er enlltlUm:lent areas , 1r3nsponalxm, and lloQsing
provided for emplo)IMS, The conhCtOr slulprovide ~e
« silgle-u~r restrocms and lleCe$'31Y ~ or sleepilg
areas to auure privacy between uxes.
IV. DAVIS~ACON AND RELATED ACT PROVISIONS
This section is applie.able to all Federal-aid constructX>II
PlqtCU exceeding S2.DOD and to all ntla!ed ~ and
1-r-til!r subcontr.Kts (n!gardless d subconlrxt siz&I, The
requirements ;1111)1y to al l projeds located wi1hn the right--of-
way of a roadw3y lh3t is function~ classified 35 Fedef31-a,d
highw.1y. This eiu:ludes roadways func:ionally classified 35
local roads or rural minor eolleeu>rs. which are exempt.
Contracting agencies may e!lect to apply these ~ems 10
other projects.,
The following provisions are from Ille U.S. DlplnrMnt d
Llbor regulations in 29 CFR 5 5 •contract p!O'MicJt1s and
related matters• --.ilh miner revisions to ecnfomi to lhe FH\"A·
1273 format and FHWA proo,:wn ~uirements.
1. Minimum wages
a . All laborers and mechanics~ or wot'Aing upon
lhe site af the warll, Wtfl be p.lid u ncondibonall)' and nol less
ollien than once a 'Wffk. and without sub~ent deduction or
reb.lle on ;my account ( except such pa)'nll deduelions as 311'1!
permitted by~ issued by the Sectf!Ury of labor
under the Copebnd At:t (20 CFR pan 3)). the fut .Jmount of
wages and boll3 fidlt fringe benefits (or cash equivalents
lhM'l!of} clue 31 time af payment compull!d 311'3tes not less
lhan those contained in the wage determination ol the
Secrewy of Labor v.hic:h is attached here10 and made .a pan
hereof, ~ss of any conndWII reblionship which may
be alleged 10 exist between the coi111'3C10t and such laborers
and mechanics.
Canlri:luliOttS made or costs reascnab-,V anti~ed far mona
fide fringe benefits 1111der section l◄b)(:ZJ of the Do1Yi1-&acon
At:t on behalf of lalorers or mechanics are considered wages
paid lo such l .1111otwi or mec:hanics, subjtct to lhe pcowisiom;
of paragraph 1.d, of this Hdlon: also. regular conlrilutians
made or costs inCll!Ted for mere lh3n a weekly period (but not
less often than quaner1y► under pl.ins. fundr.. er programs
which cover the partcular weekly period, are deemed 1D be
conSINc:tively made or incurred dln\g such w.ekly period.
Such bbortn and mechanics sh.II be paid the appropriate
~ r.1te and fringe benefits on the wage delemmation for
the d.anificabon of work ac:tually pem:11111ed, without rega111 to
sk i.I, except as provided in 29 CFR 5 5{al(4) Laborer5 or
medlanlcs pfflDffllitllg woril in more than one classmcat1011
may be compensated al the rate spec:ified for NCh
cbssif'lcaticn for the time actual!:, v«rted therein. Provided .
Thal the employe(s ~ reco111s acc:ur31ely set fonh the
lime spent il Neh clas~tion in which work is performed .
1"-wag& CIIHeffllill3tion (inchxf11g any additional dassifiC31ian
anu W311e rates IXl!Lfon'M,d under paragraph 1.b, of thi$
YCticln) and the Davis-Bacon poster (WH-1321) shall be
posted at al limes by lhe contracU>r and its subcontractcrs at
ltHt sile of the WOik in a porn inent and accessible place whl!fl!
rt can be ea5,lly seen by the woners.
b.( I) The c:onaacling officer shalt require 1h31 -, clan of
Llbontrs or med1anics, inclllding helpers, which rs nol listed in
!he wag& dttennination and Which is to be employed under the
connct 5llal be cbssified ;n conformance wilh the wage
determinalian. Tho: ~lll<lCllng officersh311 ~prove an
addibonal classfic.Jlion and W311e 1'3le and fringe benefits
therefore 0111:, when the fel~g erileria have been met
ii) The work to be p«folmed by the elas~
~ested is nol per'omled by a cbssiliciltion n the w.1ge
delermination; and
(i i) The classfic.Jlion is utilized in the are.1 by the
construction indusby. :arid
(ii) The proposed wage rate, llduding any bona fid11
~nge be11ef.ts, bears a re.1Sonable relationsh:-p lo lhe
~e rates conlainecl in the wage detecm;nabon.
(21 If the conlr.Jd0r and the bbc:nl> 311d mechanics ID be
employed in the clnsific:3lion (II known}. er their
represenblives, and lhe ~ officer agree on the
classification and wage rate (induding lhe .Jmount
designated for fringe benefits where .JPP"IP'.lle~ a repon Ill
the 3ctiln taken sl\311 be sent by lhe ~&::ocerto lhe
Adminisr.itor of !he Wage and Hour DMsian . · yment
Standards A.lininistration, U,S . l)ep,rnent ol Labor.
Washington. DC 211210. The Administrator, or an authorized
represenblive. wiJ approve . modi[y, ord~ve every
additional~ .u:ticn within 30 days of ~ipt and
so .Jdvise the contracting officer or w• notify lhe contrar:bng
officer wi1hin the 3lklay period that additional lme Is
necessary,
(3 1 In the -n• the a>ffl:.lc::tor. the Llborers or m~
to tie employed in !he c:tlsslfic:ation or their representatives.
and !he connc1111g officer do nol agree on 1he prc,po5ed
cbssification and w;age rate Oncluding lhe ilffl0Ullt
designated for fringe benefits, v.nere 31ppn,pri3te l, the
contrac:tllg dfic:er shall refer the •estions. including the
views of .d ,in1eres1ed parties and the nteonvnend3!ion ol the
contrac:tllg offic:er. to lhe W30e and Hour Admin:llnll«far
dell!nnll!onOI\ The Wage and Hour Adminisntor, or 311
authorized tept:fttntative. will issue a determinaoon with11
30 days of ~,pt and so adVtSe the contracting ~ or
Exhibit l • Page 4 of 12
wifl notify the CCllll'3Cting officet witni, lhe 30-day period lhat
addltiOnal tme i5 necessary.
(4 ) Tht w:1ge rate rinc1uang fringe btntlils where
as,pcpriate / deteffflined pursuant to paragraphs 1.b.1 2) or
1.b {3) of !his sedion. shall be paid to all workers it~
wort in the classific:3tion under tlls contract from tile first
day on which work is perfonned in tile cbnification.
c. Whenever the min mum qe rate prHa'iled in the
QCllllrXI for a class of laboreB er mec:!Qna includes a fnnge
benefit which is not eapressed as an hourly rate. the contractor
shall ehher P3)' the benefit as st1led in the wage dell!mlln31ian
or sh3!l pay anothel bana fide fringe benefit or a n hcully cash
equivalent thereof.
d. If the contrad0r does not make P3Yffienl5 to a IJUstee or
other third person, the contradDr may consider as part o(1he
w.iges of any t 3boter or mechanic the amount of any costs
l'NSDl'lably 3111icipaled in providing bona fide fnnge benefils
under a plan or~. PRMded. Th3t the Secrebly of
L3boc has found. upon lhe wntten request of the COll.'ll"Xief.
that the 3Jll)licabl't St3nd3rdS of the OavrS~ Act have
been met. The~ of L3bormay~ire the cuinma
liO set aside in a separate 300llml assets for the meeli~ of
ob6iµliOl'IS under tile plan or ,ng,;am.
2. Withholding
The conlr3Cling 30ency shall upon i ts own xtiotl cr up011
wrnten iequest of an aulhonzed rep,esentatn,e of the
Depan,nent of labor. withhold 01' C3U5e lo be W!1hhelcl from
the contradl)t under this contract. or any odler Fedel31
cannct with the same prine connct0r. or 3ny othel fedel'3lly•
asssea contract subject to Davis-Bacon prevaitmg wage
~ which IS held by the same prime contrador SD
much al lhe accrued pa)tnents or ad11311ces as m3)I be
considered necessary to pay l.lbcn!rs and nwehanic:s.
including apprentices. trainees. and helper.;. employed by the
~er any ~orlhe ful amount of wages
required by lhe con1r.1C:L In the event of fature to pay any
bbiaref orlMChanlc.lncluding any~ce. trainee, or
helper, empoyed orworklng on 1he steofthewort. al or pan
af lhe vt;1QK required by the conll3ct, the contr3c:ting agency
may. alter writlen notice to the conll'3e10r. take such action as
may be necessary to cause the suspension of anyfunher
~L ~e. or gu3r.111tee of funds unti such 11101aticns
h;weceased.
3. Payrolls md basic reeords
a . Payrolls and basic records reb1ing there10 shal be
rnailuined by the ccntraclor during the course of the won and
p,eseM!d for a period r:J 11ree years thereafter for all laborers
and rMdunic5 working~ the s~e of the wori. Such IIIICCJld5
s~I contain 1he name. addren. and social security nimber of
each sucn worker, his or herCOITld classi!ication. hourly rates
of wages pad (including rates of ccn1ribu1ions or coS1s
an~ated for bona fide fnnge benefits or cash equlllalents
thereof al lhe types d~d .i section 1(bl(:!l(B ) of the
Da'iis-Bacon Act). daily and WHkly number of hours wonted.
deductions made and actual wages pact. Whlntllel' lhe
Secratary of Laber has found under :!9 CFR 5 5 (a)(1)(ivl that
the wages of anl" labont or mechanic include the amount of
any com 1MSOR¥liy anticipated in providing benefits under a
pbn or programdescnbed in sec1ion 1(b)(:!XBI of the Davis-
Bacon Act. thtt contractor shall 111,lintain recaras l'lhich show
lh.lt lh• ocmmitment to prowide such benefll5 is enlm:Nlillll.
!hat lhe plan or pll1lgl'lllm is financialy responstie, and that !he
plan er~ has been communicate.din Miting to the
laborers or mec:h.1nics affected. and rec:crds which show the
ccsts antcipated er the aclllal cost~ in providing such
benefits . ComraclDrs employing appremices or trainees under
approved ~s shal mainbl\ ..men ellidenc:I! of the
regis11'3bon of apprenticeship ~ and aini!ic:llion of
trainee proogram, lhe registr31icn af tile apprentices and
trainees , and the ralios and wage rates plKCr.btd in tile
applicable programs.
b.(1) The eottnclor shall !Wbm'.t weekly for each week in
which .1ny ccnlrad wori is perfonned a copy of all p3)'0lls to
the conlr.lctflg aQtncy. The p-,,rdls submitted shall set out
aceurately and compl&'lely 311. d the in!onnati0n requintd tD be
mantained under 2G CFR 5.5(a)(3)(fl, except thatftll social
security numbet5 and home .ldeln!SHS shall not be included
on weekly transmlttlls. lnslead the pa~ shall only need to
111wde an individu.illy iaenlifying nurnbtrfor each employee ◄
e .g. , the last four digits of the employee's social securty
number). The ftMIUftd weekly pa)ff)N ftfomlation may be
submitted in any fonn desi'ed. Optional Fonn WH-347 is
availatlle for !his pulpllW fn:m the Wage and Hour Division
Web site at ht1pJ/www.dal gowe~7mtdnm
er rts suocnliGI' srll! The pnne contradDr is responsible fer
lhe submission of copies of ~ by all subconi:rac,ors..
Cantractor5 and s~ 5h31 maintain lhe tu• social
security number and CWTent~ of each covered warier.
and shall provide them upon request 10 lhe conlracmg agenc;y
for transmi ssion to the Stale DOT, the FHWA or the Wage and
Hour Drvision of the Otpa1111ent of labor fof pu1p0$41$ of an
l\vestigation or audit of compliance with prevailing wage
iequ irements tt is not a lfiolalian of !his sect ion for a prme
con11'3c:tOf to requ,e a ~ctor to provide addresses and
social security numbers to lhe prime con1r.1dcf for ils own
~, without Wffkly submission to the contrae1ing agency .
(2 )Exh pa,n,11 submitted sh.JI be accompanied by a
"Stitement dComplianoe." stgned by the c:on'IIXU or
subcontractor or his or hef agent 'fllfl o pays ot supenr.ses the
pa)tnent of lhe persons employtd Ullder the contrat'l and shall
certify lhe folowing:
(i) That the payroll fof lhe P3Y'OII period cont3JnS tile
mfooNtion required to be prov aOed untier §5.5 (al(3 11'■1 of
Reg11lalions . 29 CFR pan 5. the ~ate i~ is
belng m31nt1o.ned unaet§S !i (al(3J!i) of Regi,lations . :?9
CFR part 5. and th3t such mbm.ition 15 c:onec:t and
complete:
◄ii) That each bborer or mec:!Qnic {incrud1ng each
helper. apprentioe, and 1r.11nee) employed on the contract
dllMg the P3Yf0il penod h.u been paid the fuU weekl y
W3QH earned, without rebate . either d,rectty or indrectly.
and lh3t no deductions have been made either diree11y or
indill!Ctly from the fijl wages Nl!Wd, other than
penniss:tHe deductom, as set forlh in RegulatiOl'IS, :?9 CFR
pa/13;
◄iii.) That each laborer or medunic has been paa not
less lhan the applicable qe rates and fringe benefits or
cash equivalents for the dassification of wort ~d.
.n specified ,in the 3Pplicable .vage detenninat,on
incorporated into the contract.
Exhibit I • Page 5 of 12
t3> The weellly submission of a property eiearted
certticatic:o set forth on the._,,.,,. side of Opllo!YI Form
WH-347 shal l satisfy the requirement for submission of the
"Stltement of Comp ianc:e• required by imac,aph 3.b (:?) of
this sedion.
{4 ) The falsificalion of any of the aboVe ~ons may
subject the contractor er suboom;,ctc, to clld or cnninal
prott,CuliOn undersec1ion 10 01 of tide 1Banchedion 23 1 of
tille 31 of the United Slales Code.
c. The contraCIDr or subcontraclor sh~ make lhe reconls
required under paragraph 3.a. of !his section available fcf
inspection. copying . or~.by aulhonzed
representatilles of the IXllllll'actilQ agency. lhe Sall! DOT. the
FHWA. or lhe ~nt of Ulbcr. and sh.al permit such
representatNes ID imeiview em~ during working hours
on the job. If the contraCIOr or subcontractor fal ls to submit the
requil'l!d records or to make them a¥3ilable. the FHWA may.
3flef Millen notice 101he conlr3ctcr. the contrac:tilg agency or
lhe Stile DOT, take such action as may be necessary to
cause the suspensiol'! of any funher payment advance, or
guMal'ltff of funds . Furthenn019, f3Jure to ~ the required
records upcn ttq1115t DI' to make such records available may
be gruunds fcf debarment action pursuant to 29 CFR 5.12.
4. ApprHlliCK and tninHS
a . Apprentices (programs of lhe USDOL~
Applt11ticu wU be permitled ID wen at less IIWl the
predetermined rate for the work they performed when they are
employed pursuant 10 and individually registered in a l>Dna fide
apprenticeship~ registered wilh the U.S. Dtpnnent of
Labor. Emplo)'menl and Training Ali'nl\:slr.!tal. Office of ~sh., Training , Employer and Llbor Se!Vffl. or with
a State Apprenticts,hip Agency reaignized by the Office. or if a
person is employed in hls at hN first IIO dar-, of probationary
emplo)'nentas an ap~ in such an 30ptlillti~
program. who is nut individually registered in the program. but
IMlO has been cen:r.d by the Ofb of Ap~l)
Train.ng. Employer and L3bor Setvioes or a State
~ Agency (where approprate. to be el igible fcf
pnmtionary emplorymenl as an appl'tf\lice.
The allowable ratio ol appentices to journeymen on the pi
site in any c:ral\ dassifica1ion shall not be gruter than lhe ratio
permrtted to the contractor as to lhe entire work fon:e under
Ille registered ~ Any workef listed on a payroll at an
appmlllce wage rate , who is not iegistered or01heiwise
employed as st3lt!d allow. shaD be paid not less than the
applic.sble wage ra.le un the qe detenn1naban for th t,
classification of WOflt acrually PfflOffi\ed. 'in addilion. Yrf
~ce perfonning won on the job site in elllceSS al the
ratio penntted under the registered plDQra.m sh.111 be paid not
less th an the applicable wage rate on lhe wage ~iA~on
for the wen actually .-,hmed. Where a c:ontr:lclor is
pe,forn.\i ng constNction on a project in a locality other than
lhat in which ~ pl'C9"affl is fe115teted , lhe raios and wage
ra.1es je,q,ressed in pe~ of the joumeyman·s hourly
ra.1e} specified in lhe cormactor's or subcontniaor's reglslen!d
program 5h31 be obseNed,
E"'f appctntice must be paid ;Jt not less than the ra.!e
speclfitd In !h e registerea p~ for lhe apprenti:e's lewl of
progress, expn!Ssed as a peroet11age of the Journeymen h!Uiy
rate specified in lhe appl cable wage detl!tTnNtion.
Apprentices sh.ill be pai4 fringe benefits in ;iocordance with
lhe prov islOIIS of lhe ~eship p,l'C93ln. If the
apprenticeship program does not speedy fringe ben~.
apprentices must be paid 1he ful ;imount al fringe benefits
,sred on the wage ~ fer the applicable
classificatal . If the AlinrliSU'3tOf detl!ITl\l\es that a ~t
practice ~s for the applicable apprentice classificalion.
fringes sb3I be paid 1n xcordanoe with that de!ermt1abon.
In lhe event the Office of App!'llfflictship Training. Employer
and Labor Serllioes, or 3 State Appren1iceshf) ~
~ by the Off10e. withdraws appn,val of .an
apprenlicesftip program. the connctor wil no longer be
permitt~ 10 Ul!li%e apprentx:es 31 less than lhe a~
predeterm-d rate for the Wlllt performed until an .-.ccepUble
program 15 ~roved.
b. Trainees {pn:ignms oflh& USDOL).
E,cept as prow.led in :?9 CFR 5. 10. nilees wl not be
permitted 10 work .11 less th.in th& predetermined rate for lhe
work plfbmed unless they are employed pursuant to and
indivdually registered in a program which has receM!d prior
approval. evidenced by fonnal certification by the U S.
~t of labor. Empoyment and Training
Adnmistra.bon.
The ralio of trainees ID joumeymen on the job site 5h31 not be
~ater than pennitled undef the pbn approved by 1he
Employment and Training Admnrstration,
Eve,y trainee mu!it be 1>3id ;it 1101 li!ss 1han the rate specified
in the approved P"9llffl fcf the 1rainee's level of progress.
eipressed .as a ~tage of the joumeyman hourly ra.!e
~di n lh~ .,,.. 'i¥.lge detelmin.ltion. Trainees shaU
be paxj fringe bene51s in~ with the ptoYiSIOIIS uf the
trainee ~-If the trainee prugra.rn does not mention
frmge ben efib. trainees shall be 1>31d the fu l amount of frin~
benefits listed on the wage oetennination unless th&
A~istrator of the Wage and Hour Division detennines that
1he,e is an ~ program associated With the
-cocMpOndrig journeyman ~ge rate on the wage
detennination which ~ fcf less 1han full fringe benefits
for apprentices. hT'f emJlloyff 1isted on the payrol l at a trainM
rate who is not ~stereo and palticipnng in a training pbn
approved by 1he Employment and Training Adminisntion sh3!1
be paxj not less 1han lhe ;ipplcable wage rate on the wage
detenrunation for lhe classtfic3tion of won aclUaHy ~-
In addition . any trainee performilg work on the job srte iA
eicess of the ra.!io pennitled undef the regi!itered program
llwl be paid nut les!i than the 3Jll)lie.abie wage rall! on lhe
wage de~mmatian for the work ac:tu311y ~d.
tn the event the Employment and Tra.inrig Administr3tlon
withdraws approval of a training pnigr..vn . the contrae10r will no
longer be pennittea to llli~ trainees at Tel\5 1han the
applicabl& predetennined rate for the woo: performed until an
accept.lble program is appoved.
c. Equal employment opponunity The lllfization of
apprentices, ninees and ~n undet this part shal be
fl corf.onnl!)' With the equ3I employment opportunity
requirements of Ellecutive Order 11246. as amended. and :?0
Cl='R part 30.
Exhibit I -Page 6 of 12
d , Apprentices and Trainees (pnv.llllS of 1he U .S. DO T),
Appiemices and traill!es WDRing und.r apprenti cesn,p and
skill Ir.ming p~ wtuch have bffll Cffltied by ttie
~tary of T~ion as prom01flg EEO in ecmection
w.1tl Federal-aid highW3Y C01151n.idion ~s are not
subject to the req11'n!rnems of p,wao,aph 4 of1his SectlOn W
The SIT.light tine haurly wa11e rates fot ~sand
ninl!l!s under sud\ programs wil be estlb1ished by 1he
p;i,timar p,ogr.wns_ The ratio of apprentices and nnees to
joum~en shall not be greater 1han permilttd by the terms of
lhe J),lrticular pn,gr.vn.
5-Compli.lnc:e with Copeland Act requirements.. The
connctor shaH comply with the l'l!qUireml!nts of 2Q CFR part
3. which are incorporated by lfflf't!'ICe in this contract
6. Subcontncts. The conlrador or~ shall insen
Form FHWA-1273 in any su beonn,."b and also require the
subconncttll'S to indude Form FHWA-1273 G 3tr'f lower tier
subconll'acts. The prine contractor shall be responsible for the
compliance by 3tr'f subconiraaor or lower ti.r subtCn'ntlOf
with all the contract clauses in 29 C FR 5 5.
7. Contnct ~nnination: d"3mlenl A breach of the
contDct clauses in 29 CFR 5 5 ffl3Y be grounds for terminatio n
of the contract. and for debarment as a contractor a11d a
subconll'aCIDr as provided in 29 CFR 5.12.
8. Compliance with Davis-Bacon and Related kt
requin!ments _ All rul ings and iriterpretalions of the D.J,ris-
Bacon and Related Acts contained 111 211 CFR parts t . 3. and 5
are herein motp0,'3,ted by lffnnce in this contract
9 . Disputes conefllling labor standards. Disputes atlsng
cut of the labor standards provisions of this contract shall not
be sut,ject to the general disputes cbuse of this con1ract. Such
disputes shall be ,-solved III accordance with the ptrOCe41Jres
of the Otp.-nent of Lab0I' set b1h ;in 29 CFR parts 5, e. and
7. Disputes within the mNning of !his d .1U5e include disputes
beMMn the contrac.10r (or any of i15 ~11'3CIOB) and the
conlDC!ing agency, the US. Otpai,fflent of ubor. or the
employees or their representatives
10. Certificaon of eligibility.
a. By enlemg into this contract. lhe conlractor gertlies Iha!
neMer:t (nor he or she) ra anypenonorfim, who has an
interest in the c:onnclD(s firm is a person er 5nn in eligible to
be aw3'deci Government contracts by virtue of sec:ton 3<al of
the 03Y1 5-8acoft Act or2!! CFR 5.12(a](1 ).
b. ND part of this contract shall be Subt:CnlBCIH to arty pei:son
ar fim ineligible fot award of a Gcnmment contrae1 by vinue
of seclion 3(aJ of lhe Davis-Bacon Act or29 CFR 5.12(al(1 ~
c .. The peNfty for making false statements is pn!scribed in lhe
US, Crim fltal Code, 18 U.S.C. 100 1-
V , CON1RACT WORK HOURS AND SAFETY
STANDARDS ACT
The fellowing clauses apply tO al't'J Fe<k!tal -aid C0115trucbon
conll'3ct in an amount in excess of,100.0 00 and ~ctto the
ouertime provis ions of the Can1rac:t Worit Hoin and Safety
Stancbms NA. These clauses shal be inserted ,in addition to
the cbuses required by 29 CFR 5 .5(a) er 29 CFR 4.6. As
used in lhis paragraph . the terms lallorffl. and mechanics
include watchmen MIi guard~
t . Oveftime requirements. No contradllt 0t subcontractor
contracting for 3tr'f pan of lhe coniract wen which may requft
or in1110lve 1he emplo)'llent of bibon!l'S or mechJnlcs shall
require orpermt ;Jlf'/ such laborer« mechanic in any
~ in which he 01 she is employed on such work to
wen ii excess d forty hours in such wcrtweek unless sud\
laborer or mechanic: l1ctffl compensaion at a rate not less
than one an d one-haff times the basic rate of pay for all hours
wened in e.1cess of forty hour5 11 such ~k.
2. Violation: l iability for unpaid wages; liquidated
dam~es. kl the event of any violation of the cl311Se set for1h
11 ~raph (1.)ofth,s~. the contractor and any
s\ibcof!tractor responsible themcr shall be l able for the
unpaid w.1ges . In ~di1i0n, such contractor and subcontractor
shal be ~able ID the United States (in !he case of wort done
under connc:t for the District of Columbia or a teni110,y, to such
Distncl or ID such temlofy). for ~ated damages. Such
l1quid31ed dJmages shal be comp(rted wilh re,spect to each
11dividual laborer or mechanic. incl!Jd"lflg W31chmen and
guards, employed in 1riobliolll of the clause set fofth in
paragraph (1.) of this section . i\ the 51111\ of $10 for Nch
c.alermr d;yf on wh ich such 111dNidual was required or
permitted 110 wcrk II excess of the standard wcrtweek of forty
hours witlout pa)fflellt of the ovtftime wages required by the
cb11Se set fonh in paragraph t 1.J of this Metal.
3 . Withholding for u~id wages and liquidated damages.
Th e FHWA er the contadlng agency shall upon its OIMl action
er upcn written request of an authoriml representatille of the
Oepafflltllt of Labor w,tlhdd or cause 110 be withheld. from
any moneys payable on account al won perbffled by the
contractor or subcontractor under ;Jlf'/ such comraet or any
other Federal comract with 1he '311\e prime contDctor, or any
other federally-assisted contract subject to the Conlr3Ct Work
Hours and ~ Stand31ds Act, which is held by lhe same
l)fime contractor. such Sims as IT'l3Y be determined to be
necessary to salisfy any li3bilities of such con1raetor or
subcontradDr for unpaid wagH and liquidated ~ as
provided in the clause set forth ,n paragraph (2 .) of th,s
section.
4. Suhcontrxts . The contractororsubcGntr.Ktorshall insert
n any subcontracts the clau ses set f0ltll in paragnph (1.) nougn (4 ,) of this secbcn and al5o a cbuse ll!quiring the
subcontractars to include these clauses n any lo wer tier
subcontrae'ls . The prime contractor sh • be responsible far
compliance by any subcontractor or IDWer tier subcontractor
wid1 1he dauses set fofth in paragraphs (t)thro ugh (4 .)of th is
secbon.
Exhibit I • Page 7 of 12
VI. SUBLETTING OR ASSIGNING THE CONTRACT
This provjsicl\ is applit.lbie to al FiKleral-aid construction
~ on the National Highway System.
1. The contractor sha ll p,ifbtn with its OM! c,,paation
00l'1lt.lCt wort amounting 10 not less th3n 30 percent (or a
greater J)ffl)ffl3.ge if specified elsewhen! in the contract} of
the total original connc:t pnce. htluding any specialty items
designated by the contracting .,iq,. ~ items may be
performed by subcontract and 11\e amount of any such
specialty t ems perfonned may be dedut'led fn:m the tolal
original contract pnce ~ computing the amount of work
required to be pedonned by lhe cen!radDr's own ~n
(23 CFR t!35. I 15).
a . The term "perfarm work wilh its own arg3r1i:zatioA• refers
10 worters employed or leased by !he prime contrat10r, and
eqwpmert owned or rented by lhe prime contractor. wilh or
without operators. Such 1tffll does not include em~ er
equipmert of a subco~ or lower tier ~nC101'.
agents dthe pnme cor:tRC.10 r, or any other ass,gnees .. The
term may inducle p.l'tfflfflts for the costs of hnlg le~
employees frcrn an ~ leasing firm meetilg ~ relevant
Federal and Sbte regulatory requirement$. leased
employees may only be included in this tenn if the prme
contractor meets au of the fo l DW119 conditions:
(I ) the prime contractor maintains control over the
supervision o! the d3y-to-d3y activities of the leased
employees:
(2) the pnme ~or remains ,esponsible for the quality
oflhe wotll of lhe leased~:
(3) the prime contractor retains al power to accept or
adude indnridual emplOytn from wort on the project and
(4) the prime ClffllrKtorremains ultimately m;pcnsible for
the payment of predetefflllned min1rnum W3ges , 11\e
submission of p¥1)11s . statemenlS rrf ccrnpli.lnce and :ill
olher Federal ~latary requirements .
b . "Specialty t1ems• shall be C01151Ned to be lmited to work
that requires highly ~ knowledge , abilitiu, or
equipment net ordinarily .1V3ilatlle in lhe type of CCtllr.lC!ing
arg3r1i:zations qualified and e l!J)ttN to bid or propose on the
CGnb'acl as a 'M'IOle and in genet31 are 10 be ~rniled to minor
components of the overall contract.
2 . The ~ amount upon Wtlich lhe requrements set font'I
in paragraph (I t of SecbOn VI ts computed includes lhe cost of
materal and manubctured products wh:ch are 10 be
purchased or ~ by the conlr3CUlt under the ectlU3Ct
provislOIIS .
3 The con1JXl0f we furnish tal a canpetent superintendent
at ~who rs employed by the mn. h.is full authority to
direct ~nee al the work II a~ wilh lhe contract
requiref!lents . and is ,n charge of al oonstnlction operations
(19g3fdess of who pei1omis the wen) and (b} such other of its
own o,ganiz.Jbonal resources r~ion , management. and
engineering sen,ioes) as the conlr3Cting officer determines is
necessary to assure the petbm:n:e of the contract
4_ No port1011 al the ccnlract slull be sublet. assi gned or
otherwise disposed of except with the wriuen consent o~ the
contr3cling officer. or autholized represent3tive. and such
consent when given st\31 not be ccns1n1ed to relleve !he
contr3clor of any responsD!l ily for the f1'filmellt of the
c:omract. Wntten ccnsent wm be grven only after the
contr3Cting agency has assured tl\31 each su~ is
evidenced In writing and 1hat it ccntms all pertinent proyisicn1o
and requ.rements of the prime conlract
5 , The 30% self~ance requirement of paragraph (I ) is
nol a,ppllcable to l!l!SIIJl'l•build conlracts . h~. con1ractrlg
agenc,es may establish their own self-perfcnnance
requirements .
VIL SAFETY: ACCDENT PR EVEJfflON
T h i S p t O V i S i O n i S applicable to all Federal-aid
construc:tion cornrac:b and to ~ related subcontracts.
1. In !he performance of this contJ3ct the contractor shall
comply with aH applicable Fedef31. State. and loc.l1 laws
go'ffflli\la safety, health, and ~ion (23 CFR 03:5 ~ The
conlr.U.10f shall povide all safeguards. safecy deYices and
protectiw equipment and talce any other needed adions as st
detennines. or as the ccnlracting officer may detennne, lo be
reasonably necessary to prolect the life and h@alth of
employees on the job and the sa!'ety of lhe public and to
protect pmpeny i n connection wi1h !he ~ of the
work covered by the contract.
2 It is a condibon of this conlract. and shal I.le made a
condition of each subconlr3Ct, which the co f'CACIO r enteB llltD
pul5Uallt to this CXll!lr.ld.. that lhe contr3ctor and any
subcontrac:10r sh• not pennit ..-ry emplo~. si perform~
of the comxt. to won in stffOl:lldflOS or un dercanditions
which aie unsaniary. hazardous or dangerous to his/her
health or safecy. as detennined ll nder ccnstruc1ion safety and
nea!lh stvdaf'ck (:?9 CFR 1g2a1 promulgated by lhe SecrelJ!ry
of Labor, ,i aceo,oan ce with Sedion 107 of the Contract Work
Hours and Sal!ety Standards Act (40 U.S C 3704 ~
3. Pursuant 10 2~ CFR 1~.3. it is a condition al this contract
that lhe Secret3fy of Labor or aulhorized representllive
!hereof. shaU have right of entry to any site of conlract
~ to inspect er investigate 1M maller of campliance
with the constNC1ion safety and health standards and to C¥f'I/
out lhe duties of the Secretary 1a1der Sedion I D7 of lhe
Contract Wort Hours and Safety Standards Ac. (-40
US C3704j
VIH . FALSE STATEMENTS CONCERNING HIGHWAY
PROJECTS
T h i s p r o II i s i o n i s app lic3ble to all Federal-aid
construdion contracts 3nd to al related subcontracts .
In onler to assure 11:gh quality and durable ccnsuucti on in
conformity with ~ed plans and sp ec.:lic:atOls and a high
degree of reliabilay on stmments and representJtions made
by eng'neers, ~ors. suppliers. and work~ on Federal-
aid highway prcjects. ii is essential that all per5ens concerned
with lhe pn,ject perfonn their functions as carefully .• lhomughly,
and hones11y as poss"ible .. WiUful falsification, dis10nion . or
misrepresenbtion with respect ID 311y fxts related to !he
projed 1s a 11icl3tion of Federal bw. To pn!Vl!nt arry
mis und erstafteling regarding the seriousness of these and
similar acts. FOll'I\ FHWA-111:?:? shall be posted on NCh
Fedttal-aiel highway projed (:?3 CFR 1135) in one or more
places where it is rNdily available to aD persons OCl'!Cffllled
with the prvjett:
1S U.S.C. 1020 reads :is follows·
Exhibit I -Page 8 of 12
'\Vhoever. beng an Dflicer, agent, or l!fflployee of tile United
States. or al any Stlte CM' Territary. or~-whether a
person . association, firm. or corporation. knlMlngly 11\3kes :any
false mtement. false rep,esertab011, or f.3lse report as to lhe
character. quality, quantity. or cost of the material used or lo
be used. or the quantity or ~of the work pedonned orto
be performed. or lhe cost lh·ereot in ~ion with the
s11bminion of plans. maps,~-contr.am. orCD5ts
ol conAUCticn on any h,ghW3y or rebled project s.ubmilted for
approval to the Secretary of Transporation: er
Whoever knowingly makes any f3lse stltement. false
representaticn, false report or false cbin wilh respect tD 1he
character. qualily, qlJ.lf1tity, or oost of :any WOlt pitrfamed or 10
be performed, or materials furn ished or 110 be furnished. in
connection with the conslNCl!on of any highW3y or rela!ed
project al)pl'Oled by the Secretary ofTransponabon ; or
Whoever knowingly makes anyfalse statement or false
representabon as 1D material fact ,~ any 5.tateme~ certificate .
or n!pOlt submsUed pursuant lo prDVistonS of the Federal..iid
Road5, At:;t. apprwed July 1. 19 lO . (39 StJL 355). as amended
and supplemen11!d;
Shd be med under this title or mposoned not more than 5
ye;a rs or both.·
DC, IMPLEMENTATION OF CLEAN AIR ACT AND FEDERAL
WATER POLLUllON CONTROL ACT
This prc,yisicn is •cable to .al Federal-.lid constNction
conncts and to au related ~c:ts-
By submission Df this bicUploposal or the exeanion of this
contract, or subcontract, as ap11f0PNle . the bidder. proposer,
Fttderahlid cons,rua!on oonlr.letor, or subconnctor. u
~. will be ciH!M.d tD h.3ve stipulated as falows:
I , That any pl!l'iOI\ who is or wim be utilized in the
ptnOffllM'!Ce of this contract is net pohibiled from receiving an
aWJ rd due 1D a violation of See1ion 5D8 of the Clean Water kt
or Seelion 306 Df the Clean Air kt.
2 . That the contractor agrees 1D include CK c;mse lo be
included the requirements olpa3!Jllph (I ) of !his Section X jn
every~ and funhltr ~s to take 5'UCh action as
ltltt contracling agency may dired as a means of enfolcing
such requirements.
X. CERTIFICATION REGARDING DEBARMENT,
SUSPENSION. INELIGIBILITY AND VOLUNTARY
EXCLUSION
Thi5, pravi!ial is applicable to al Federal-.lid constnlciion
conll:aO:S. design-t,u,td contracts. subcontract!i, l ower-lier
subcontracts . pun:hase croers, lease ~ents, cons1;11bnt
~ or any other covered tr:w1sac:tion requimg FHWA
approval or that is estinated to cost $25,000 or more -as
defined in 2 CFR Pans 160 and 1200 .
1. Instructions for Certificmon -First Tier Parti~nts:
a . By signing and submitting this proposal. !he prospective
first tier participam is provici :ng the cenification set out below .
b . The inability of a pe150n to provide the certificaticn set out
below wiU not necessarily resul in deniaJ of JW1icipation III this
covered hMX-ticlrl. The prosp,teM first tier ~ant shall
subtilit an explanation of why it cannot po,ricie the certification
set out below. The cenifiC3tion or explan;wtion wt be
considered in connection With lhe depatl!Mflt or agency's
detemunation llhether k> enter into ths ~on, However.
fallwe of lhe p~ first tier part,cipam to furnish a
certification or an expbnation sh;ill d,5.q11alify such a person
fnlm parti:1pa11on 111 this lr3nsacticn.
e. The cenif"icalion in this clause is a material ll:l)l'll'Mflttbon
of bet upon MUcll reliance was ~ IWll!n lhe contractilg
agency delenn:ned to enter into 1h15 lrllnYl:tion. If rt is lalef
determined lhat the prospective panicipant knowingly rendered
:an _, ~on. in addition to other remed,u
.11113ilallle to the Federal Government. th& conlr3c1ing agency
may terminate this r-ansacoon for cause of default.
d. The pos~ first ber panicipant s,hall pmvoe
inmediate writien notiat to the contracling agency to whom
this pniposal is submitted rf any tme the prospedive first ber
participant learns thal its c:ertifiC.1bon was erroneous when
submifled or has, beCOl'N erroneous by reason of ~ged
cirwmstances.
e. The terms •~ tranS.lCtion.".debarred;
~suspended," 'lneligble." "parti::ipant." •perscn,• •pnnc:ipal ,~
an d •~1y excluded,• as used m this clause. are defined
n 2 CFR Parts 160 and 1200. "First Tier Covered
Tran~~ refers 1D any ~ transac1ion between a
grant1t1t CK subgrante. of Fedltral funds and a partcipant 1such
as the prime or gene,al contract). "Lower Tier Covered
Transactions" refers to any ~ transaclion under a First
Tier Covered T~ (such as ~trads). "Fll!it Tier
Participant" A!fer.. 10 the parti~nt who has enll!Rd into a
covered ll'3M.30tim With a grantH or wbgrantee of Federal
funds (such as the prime or gen..-al contractor). "lower Tier
Participant• refer.. any particiJ1¥11 who has entered into a
covered lnnl.XltJcn wi1h a First Tier Participant or other Lower
Ti er P~nts (such a$ subcontrxtors and suppliers),
f. The prospective first tier paniciP311t agrees by submitting
this pniposal that. should the p,opmed 0011ered trans,action be
entered into . it sha~ not knowingly enter in10 any lower tier
covered lnlnUabcn with a pl!l500 who is de baned.
suspended, decbn!d lneiig;ble, or voluntarily exduded from
participation in this,~ tranS.lCtion, unless authorized by
the d~nt or agency entemg 11110 this transaction.
II-The pn,spedive tint ber ~pant further ai,ees by
submiUing this proposal that it wi'll ,nclude the clause titled
•Ceftificatian Regarding Debarment. Suspension, lnel •gibility
and Vo funtary Exclusion-lower Tier Covered Trans,actions t
provided by the depanrner,t or aintracling agency. ent&mg
,nto this 0011ered transacbcn. without modific.ltlon, 111 all l ower
tier 0011ered transactions and in zl solicitations for lower tier
covered nns.acbCnS exc:eed,ng the $25,000 thresncld.
h. A participant ,n a covered transaction may rely upon a
certification of a p10Spectnle participant ,n a lower ber covered
transac:tion that is not deb.ltred, suspended. l nehgtie. or
voluntJrily eJCcluded from the covered transxtion. unless ii
knows that the certificatol is fflOMOUI>. A particpn i5'
respons.ble for ensuring lhal its pmcipals ~ not suspended.
debarred. or otherwise jneHgihle lo parlicil)ate in COYered
transactions To verify the eligibiity of its principals,. as ~I as
the e~gibl ity of llT'/ lowef Iler pospective panicipants. eilCh
participant may. but is not required lo. check the Exctuded
Parties List SY5tem website filllp!;Jb:p/w,epk,qowfl, Mlicll I'S
cornp ~ed by the General Ser.rices Admi nistration .
Exhibit I -Page 9 of 12
i. Nott,ng contaned in the foregoing shall be con51nled to
require the establishment of a system of records in order to
render in good bilh the ~iol'I required by !his cbuse_
The knowledge and Slfamiltion of the prospective panic,pant
,Is not ,-quired to exceed that which is nomwly po$56Sed by
a prudent plftOI'! in !he ordinary course of business dNfings_
j. &cept for nnsadions autho~d under ~graph I.fl af
these instructions. if a p,anicipant in a COftred transat1ion
knowin;ty ent1!l'5 into a lower tier COftred transaction wilh a
~ who i s suspen~. ~. i neligit.. or voluntarily
emuded from ~ation in this 1ransa=on. ii aoctilion to
OCher remedies avaiable to the Federal Government, lhe
d~ent or agency nuy termin.ate 1tus transaction for c.1USe
arclebu1l
2. Certi~on Regading Oeharmitnt. Suspension,
Ineligibility and Voluntary Exclusion -First Ti&r
Partici~nts:
a. The prosPf(:t!ft first tier panicip3nt cenffies 110 the best of
,Its knowledge and belief, that it and its principals.
(1) Alenot~~.suspended,p10posedfor
debannent. decl311!d ineligible, OIi vcluntariy excluded !rem
parti~ng in covered transadians by any Federal
~ent or agency;
(21 Ha1m not within a three-y,ear period ptw,eeding this
~ been comriel&d of or had a ciri jlldgment rendered
against them for C01M11Ssai of fraud or a crimnal offense in
CQflJlec:tion wilh obtaining, attemptng 10 obtun, or ptl'fo!ming
a public (Feder.ii. State OIi iocai) nnsadion or c:on1ract under
a public lr:lnsaction; violation of Federal or State ~t
sl3M!K or C01M1 ission of ~mem. thel\. forgery.
tmbety, ~on or des1rUcbon of~. nuking false
statements. or receiving stolen pruperty;
(31 Ale not ,-ndy indicted a or othe1W1Se cmunally a:
civilly charged by a govemmentll entity (Federal, State or
local) with c:onvnission of anr af the otrenses enwnttalltd In
~ ja)(2) ol lhis certdicaban; and
(4 ) Have not within a three-y,earperiod ptkllding this
appGcatian/propos.al had one or mar. public transaciiOns
(Feder.at State a: rocaJ► 1&1minatl!d for ca.use ar default
b . Wh-!he prospective parbeipant is unable ID cenify to
any of 1he st3lel:MmS in this ~n. such prospe<:live
paniq>ant shall attach an elpllaMon to this ~I
2 , Instructions for Certification -Lower Tier Participants:
(~ to all subconr.lm, ~ orders and other
lower tier ·~ requiring prier FHWA approval or
estinated to cost $25,000 or more -2 CFR Pan:s ISO and
1200 )
a. Sy sign,lg and submitting !his pniposal. the prospedift
lower lier is pravid:ng 1he cel1ifiC31ian set out below.
b , The r:tt1if:ication in this clause is a matvnal tepn!Sentation
of fae1 upon which rel1am:e was placed when this nnudion
wars eniered into , If it is later detennined th.JI !he prospective
lower lier participant knowingly tendered 311 l!ffllfll!OUS
certlication , ii addition to acner remeclles avalable to the
Federal Govtmlnem. the depanment, or agency with which
this transaction Qriginated may pu11ue avai lable remedies.
indud'1 g suspel'!sion ar,d/or debarment
c. The prospoc1M lower lier participant shall provide
immediate wri~ notiCI! to the pel'Sffl to Miich this proposal is
subm1aed if .it .iny lime 1he ~ive lower tier pan,cipant
lealM that its CBtfic.:ltion was 4!fflllll!OUS by 1'NSOII ol
dwlgl!II Cll'CUll'ISUnc:es,
d. The tent1S •~'" transaction," "debarred ,"
·suspendea,-1nel,gible.~ ·panic:ipan1. • ·pl!ffllft,-"principal;
311d -~y excluded:' ,15 used i n this clause, Jre defined
fl 2 CFR Pans 1 SO .:md 1200. You may OCIMXII the petSOn to
which this proposal is sutmitted for assistance in otita;ning a
copy of !hose regul31ions . "Fitst Tier Colered Transactions•
refers to any COWfllCI transaction ~ a grantee or
subgrantee ol Federal functs and a pa,ticapant (such as the
pnme or general catlrad}. "Lower Tll!I ~ TranS3Clions"
refers to any coveted nnuction under a First Tier Covered
Transaction (such as subc:llntracts). "F"nt Tier Participant"
refer.. to lhe paniCl)ant who has l!nten!d into a~
transaaion wi1tl a grantee or suligQntee of Federal funds
(such as lhe prime or general connc10ri,.. "l.ower Tier
Paltlcipant" refefs any participant who has entered i nto a
covered ~ wilh a First r 11!1' P articipanl or other Lower
Tier Pan~nts {such .115 subcontr3Ctors and suppliers ).
e. The-prospectille lower tier 1)3ttic1pant ac,ees by
submilling this proposal that. thould the pnlpOMd coventd
transaction be entered into, it shall not knowin;ty enter into
any IOwer lier covered •ldM3CtiOII. with a p&rson MIO is
debalTed. suspended ,~ ineUgible, orvoluntari,y
excluded frtlm participalion ,n this~ transaction. unless
authoriud by the departmtflt or agency with which lllls
1l"allsaction originated
f . The prospeclive tower tier participant funher agnies by
submilling this proposal Iha.I it will flclude this clause tided
"Certific.Jtion Regarding Debamltfll. Suspension, lneligib~ity
an d Voru nu,y EJIC!usion-Lower Tier Cowered Tran~ion. •
without modification , in aU lower tier colll!fed lransactiQns and
111 3' solic:iatJOns for lower tier e011ered lr3nsactions exceeding
the $25 ,000 lhreshold.
g. A participant in a covered transaction may ll!ly upon a
~ of a prospective participant in a lower lier e011ered
transaetion that is not deb3n'ed, suspended, jnehgtie, or
-waluntarily exduded from !he covered transaction. unless it
knows that the certification is effllMOUS. A participant is
responsible foe' ensuring that its principals are not susp~.
debarred. a: otherwise ineligible to participate ill covered
1r.111~ To Wflf)' 1he eligibiliry of its principals. ,15 Vteil as
lhe eligib1ity ol any lowef bet prospective pal'tlelpan1S, each
palbtipant may, but ts not requlred to. chec:k the Exciuded
Parties List System website 4l!P1/lwww.'!Pb,A1?¥0. Mlidl is
compiled by the General Senrices Administration
II. Noth ng conuiled in the foregoing shall be consttued lo
require establishment af a s)'SU!nl of ,-di ,n order 110 l'l!rlder
rn good faith the certificabon ,..and by this clause. The
knowledge and mt-lion l1f panicipant ,snot required to
exceed that whi ch is nonna'lty possessed by a prudent ptfSOI\
in the ordinary course d business deafings.
j, Excepl for transi1Ctiorl5 a~ld under parngraph e of
these instructions. if a participant fl a COOilefe<1 transaction
knowingly enteB .uo a lower tier CDVered transaction with a
person V'<tlo is suspended, aebam!d. ineligible, or ~
excluded from participalion in thts transaction. in additloll to
DIiier remedies ao ilable to the Federal Government , !he
Exhibit 1 -Page 10 of 12
~ent or agency with whi cb this nnsaction originated
may pursue available remedi es, including suspension ancV«
debarment
Certification Riegading Debarment. Suspension,
Ineligibility ~nd Voluntary Exclusion-Lower Tier
Participants:
1. The prospectiw tower tier participant ainfiK. by
submission of f'lis pR)posal, f'l at nlM!hec-i t nor its principals is
presenlty debarre<I. suspended. proposed for debannent.
declared ineligible. or voluntarily excluded from participaling in
~ transactions by any Feder.II department « agency.
2 . Wher& the prospective l ower tier participant is unable 10
oenty to any of the statements in thi s oef1lficat1on . such
prospective participant shall altac:h an explanation to this
prt>pOS!I.
XI. CERTIFICATION REGARDING USE OF CONmACT
FUNDS FOR LOBBYING
This prtwis10n is appl1caible to 31 Federal!-aid oonstruclion
conttaa:S and 10 all related sul:loOOmtacts which exceed
$100.D00 (4Q CFR 20).
1 . The prospecti¥1t participant certifies, by signing and
subm itting this b id or proposal, to the be-st of his or her
knowledge and beliltf. that
a . No Federal appropriated funds have been paid « will be
paid . by or on ~ of the undersigned. to any person for
influencing or attempting 10 inflliitftCe an cffice, or employee of
any Federal agency, a Member of Congress, an officer or
employee of c:ongr.ss, or an employee of a Member of
Congress in connection with the awardi ng of any Fttdllol
contract. the making of y:ry Feoff311 grant. the making of any
Federal loan. the~ into of ~y oooperative agreement.
and the extension, continuation, renewal, amendment. or
modification of any Federal contt'3Ct. c,ant. loan. or
cooperative agreement.
b . If any funds other than F ederal appropriated funds have
been paid or wm be paid 10 any per.;on for influencing or
attempting to influence an officer or emplo~ of any F~
3gency, a Member of ~ss • .ri officer Of' employee of
Congress. er an employee of a Mec-nt>M of Congress i n
conneclion wilh 1h15 Federal conb3Ct, grant. loan. or
cooperative agreement, the undersigned shall complet e and
submit St.andard Fonn•LLL. ·oisclosure Form to Report
Lobbying. 0 l n accordance with its ins1nu::tions.
2 . This certification is a ~ representation of fact upon
Vlt\lCh reliance was placed \\t)en 1hls transaction was made or
entered into. Subm:ssion of this oertific31ion is a pl"lt"lql.l isite
Ca r making or entering into this ~ imposed by S 1
U .S .C . 1352. Any per.;on who fais to fie the required
certtiC31ion shalJ be subject to a c:iYi ~by of not l ess !ton
$10,DDD and not men than s100.ooo for each such f.a Uure
3 . The prospecti¥1t panicipant also agrees by submitting its
bid ot pro~ that the participant shall requi re that 1he
I~ of this certification be in~ded in al lower tier
subcontracts . Mti ch e %Cffd S 100.DOD and that all su ch
recipi ents shall certify and d isdoM accordingly.
Exhibil I -Page 11 of 12
ATTACHMENT A · EMPLOYMENT AND MATERW.S
PREFERENCE FOR APPALACHIAN DEVaOPMENT
HIGHWAY SYSTEM OR APPALACHIAN LOCAL ACCESS
ROAD, CONlRACTS
This prov;'°' is applicatile to 31 Federal-aid projects flilnded
under the Appalachian Re:giioNI DewlcpR,ent Ad of 19G5.
•. During the ~ of this oonnct. the contr3dor
undemking to do worti which if,, or renon3bly may be. done
as on-site worti. 5.hal l give pmema to qua) ified persons who
regul~ reside in the labor area as design;ated by the OO L
Yltlerein the~ work is situated. or lhe subregion, ot the
~1311 counties of the State whel'l!ln the connc:t work is
situ3ted. except
a . To lhe extent !hat qualified persons ~r1y residing 111
lhe .:arN 3te not 3113ibble.
b. For the r.asonable needs of the CCl\tractor to employ
s ~or specia~y experienced ~nel necessary to
assure :in efficient eiiecu1ion of the connct work.
c. Fer the ob1igatxln of the 0Clnlnlc.Ulf' ID olh!r employment to
present er famer employees as the result of a bwful ccledive
~ing contract. provided 1h31 the number of nonresident
persons employed under th~ subp,r.1tpph (1c) sh3111 not
e-.d 20 pen:ent ol the tDt3l ru.N!ef of empio)'HS employed
by the connctur on the c:ontr.act work , except as PfOVided ,in
sub~ (4) below.
2 . The CCllW3CtOt shall plxe a job Ofdel wilh the Slate
EmplO)'fflent Service indJCaling (al lhe dassr.ations at the
~-mechan,cs and other employees reqiiired 111 p,Nfam\
lhe contl'3d woril, (b I the -.ber of employees required fn
NCI\ cJ.usfficaticn. {c) the date on ....,_ich !he p,3rlicipant
estmates 5UCh emplcyHS will be reqllired. and (d} any OCher
peninent informatiDn requiN!d by the Stale Employment
Selvice to axnplete the J0b Ofdel foml _ The job order may be
IJbc,ld writh the SUte Elilployment Service ill M'lting or by
telephone. If dunng the COUl'M d lhe contt3CI work, the
infom\3tion subm.119d by lhe con11"3C10C in the origin31 job order
is subsunti.llly modified, lhe panicpant shall pmmplly notify
lhe State Employ,Mnt Service
3 . The CClll1r.ll;ICf 5hal l give Jul consideration to al q~ed
job applicants ~ to hm by the Stile Employmlm
SeNice. The c:cruactur is net A!qU!red to gr.mt ernplll)'fflent 10
any job .ipfll~ ~-in his opimon . are not qualified to
~ the dasslfieation of worlt required.
4 . If, within one week foloWl'lg 'Ille placing of a job atdec by
1he contrac'IOr w,th the St3te Effielloyment Sennce. the State
EmpfO)'fflent Service is urwile 10 ~ q qua1ified job
applicants 10 lhe contradDr. or less lhan the runtier
requested, the Stmt Employment Servic:e wil folW3td a
~ to the conncmr ndic:allng the unavaibb•ity at
applicants. Such ctltf~ shall be made a p3111 al the
~s permanent project records . Upon receipt al ttus
certticate.. the ~ may employ persons Mio de not
nlll'ffl.llly reside in the labor area 10 fill poSitons covered by the
certticate. ~ding the provisions of subparagr;iph U c)
above.
5. The pro111S;cns d 23 CFR 633.:107(e) allow 'Ille
conn.cting agency 10 p!Widt a con1ractua1 ~ for the
~se of mineral resource materials native ID the Appalachian
~on.
8. The contractOt shal l mclude the pl'DYISions o f Secllons 1
through 4 of this Attlehment A in eYery suboornr.ic:t for wort
which rs . or reasonably may be. d0lle as en-sit& win.
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, I 965 entitled "Equal Employment Opportunity," as amended by
Executive Order 11375 of October 13, 1967 and as supplemented in Department of Labor regulations (4 I
CFR Chapter 60) (All construction contracts awarded in excess of$10,000 by the Local Agencys and their
contractors or the Local Agencys).
Copeland "Anti-Kickback" Act
The Copeland "Anti-Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations
(29 CFR Part 3) (All contracts and sub-Agreements for construction or repair).
Davis-Bacon Act
The Davis-Bacon Act (40 U.S.C. 276a to a-7) as supplemented by Department of Labor regulations (29
CFR Part 5) (Construction contracts in excess ofS2,000 awarded by the Local Agencys and the Local
Agcncys 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 ofthc project by the Secretary
of Labor).
Contract Work Hours and Safety Standards Act
Seclions 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 $2,500 for other contracts which involve lhe
employment of mechanics or laborers).
Clear Air Act
Standards, orders, or requirements issued under section 306 oflhe Clear Air Act (42 U.S.C. 1857(h),
section 508 of the Clean Water Act (33 U.S.C. 1368). Executive Order 11738, and Environmental
Protection Agency regulations (40 CFR Part 15) (contracts, subcontracts, and sub-Agreements of amounts
in excess of$ I 00,000).
Energy Policy and Conservation Act
Mandatory standards and policies relating to energy efficiency which arc contained in the state energy
conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163).
0MB 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
The Local Agency shall not exclude from participation in, deny the benefits of, or subject to discrimination
any person in the United States on the ground of race, color national origin, sex, age or disability. Prior to
the receipt of any Federal financial assistance from CDOT, the Local Agency shall execute the attached
Standard DOT Title VI assurance. As appropriate, the Local Agency shall include Appendix A, B, or C lo
the Standard DOT Title VI assurance in any contract utilizing federal funds, land or other aid. The Local
Agency shall also include the following in all contract advertisements:
The [Local Agency], in accorda11ce with the pro1•isio11s of Title VI of the Civil Rights At·t of 1964
(79 Stat. 251, 42 US.C. §§ 1000d to 1000d-4) and the Reg11latio11s, hereby notifies all bidders 1/1at
it will affirmatfre(v ensure that a11y comract entered illlo p11rs11a11t to this ad1 •el'fise111e111, DBEs
will be t,fforded full and fair opport1111ity lo submit bids i,1 response to this im•itatio11 and ll'ill not
be discriminated against 011 the gro11ds of race, color, or 11atio11al origin in co11sideratio11 for any
award.
Exhibit J -Page I of 11
ADA
In any contract utilizing federal funds, land, or other federal aid, the Local Agency shall require the federal -
aid recipient or contractor to provide a statement of written assurance that they will comply with Section
504 and not discriminate on the basis of disability.
Uniform Relocation Assistance and Real Property Acquisition Policies Act
The Unifonn Relocation Assistance and Real Property Acquisition Policies Act, as amended (Public Law
91-646, as amended and Public Law 100-17, IOI Stat. 246-256). (If the contractor is acquiring real
property and displacing households or businesses in the pcrfonnancc of the Agreement).
Drug-Free Workplace Act
The Drug-Free Workplace Act (Public Law l00-690 Title V, subtitle D, 41 USC 701 ct seg.).
Age Discrimination Act or 1975
The Age Discrimination Act of 1975, 42 U.S.C. Sections 6101 cl. seg. and its implementing regulation, 45
C.F.R. Part 91; Scclion 504 of the Rchabililation Act of 1973, 29 U.S.C. 794, as amended, and
implementing regulalion 45 C.F.R. Part 84.
23 C.F.R. Part 172
23 C.F.R. Part 172, concerning "Administration of Engineering and Design Related Contracts".
23 C.F.R Part 633
23 C.F.R Part 633, concerning "Required Contract Provisions for Federal-Aid Construction Conlracts".
23 C.F.R. Part 635
23 C.F.R. Part 635, concerning "Construction and Maintenance Provisions".
Title VI or the Civil Rights Act or 1964 and l62(a) or the Federal Aid Highway Act or 1973
Title VI of the Civil Rights Act of 1964 and 162(a) of the Federal Aid Highway Act of 1973. The
requiremcnls for which arc shown in the Nondiscriminalion Provisions, which arc altachcd hcrclo and
made a part hereof.
Nondiscrimination Provisions:
In compliance with Title VJ of the Civil Rights Act of 1964 and with Section I 62(a) of the Federal Aid
Highway Act of 1973, the Contractor, for itself, its assignees and successors in interest, agree as follows:
i. Compliance with Regulations
The Contractor will comply with the Regulations of the Department of Transportation relative to
nondiscrimination in Federally assisted programs of the Department of Transportation (Title 49,
Code of Federal Regulations, Part 21, hereinafter referred to as the "Regulations"), which arc herein
incorporated by reference and made a part of this Agreement.
ii. Nondiscrimination
The Conlractor, 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 noti lied 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 detennined by the State or the FHW A 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 infonnation, the Contractor shall so certify to the Stale, or the FHW A as appropriate
and shall set forth what efforts have been made to obtain the information.
Exhibit J -Page 2 of 11
v. S11nctions for Noncompli11nce
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 lo the Contractor under the
contracl 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 Jin every subcontract, including procurement of
materials and leases of equipment, unless exempt by the Regulations, orders , or instructions issued pursuant
thereto. The Contractor will take such action with respect to any subcontract or procurement as the State or
the FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance;
provided, however, that, in the event the Contractor becomes involved in, or is threatened with, litigation
with a Subcontractor or supplier as a result of such direction, the Contractor may request the Stale lo enter
into such litigation to protect the interest of the State and in addition, the Contractor may request the
HIW A to enter into such litigation lo protect the interests of the United States.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
Exhibit J -Page 3 of 11
SAMPLE
The United States Department of Transportation (USDOT) Standard Title VI/Non-Discrimination
Assurances for Local Agencies
DOT Order No. 1050.2A
The [Local Agency] (herein referred to as the "Recipient"), HEREBY AGREES THAT, as a condition to receiving
any Federal financial assistance from the U.S. Department of Transportation (DOT), through the Colorado
Department of Transportation and the Federal Highway Administration (FHWA), Federal Transit Administration
(FTA), and Federal Aviation Administration (FAA), is subject to and will comply with the following:
Statutorv/Regulatory Authorities
• Title VJ of the Civil Rights Act of 1964 (42 U.S.C. § 2000d ct seq., 78 stat. 252), (prohibits discrimination
on the basis of race, color, national origin);
• 49 C.F.R. Part 21 (entitled Non-discrimination In Federally-Assisted Programs OfThe Department Of
Transportation-Effectuation Of Title VI Of The Civil Rights Act Of 1964);
• 28 C.F.R. section 50.3 (U.S. Department of Justice Guidelines for Enforcement of Title VJ of the Civil
Rights Act of 1964);
The preceding statutory and regulatory cites hereinafter are referred to as the "Acts" and "Regulations," respectively.
General Assurances
In accordance with the Acts, the Regulations, and other pertinent directives, circulars, policy, memoranda, and/or
guidance, the Recipient hereby gives assurance that it will promptly take any measures necessary to ensure that:
"No per.w11 in tire U11ited States shall, 011 the gro1111ds of race, color, or natio11al origi11, be
excluded from participatio11 in, be denied t/re be11ejits of. or be othen,1ise subjected to
disc:rimination under any program or activity, "for which the Recipie11t rec:eives Federal fina11c:ial
assistance from DOT. including the FHWA, FTA, or FAA.
The Civil Rights Restoration Act of I 987 clarified the original intent of Congress, with respect to Title VI and other
Non-discrimination requirements (The Age Discrimination Act of 1975, and Section 504 of the Rehabilitation Act
of 1973), by restoring the broad, institutional-wide scope and coverage of these non~ discrimination statutes and
requirements to include all programs and activities of the Recipient, so long as any portion of the program is
Federally assisted.
Specific Assurances
More specifically, and without limiting the above general Assurance, the Recipient agrees with and gives the
following Assurances with respect to its Federally assisted FHWA, FT A, and FAA assisted programs:
I. The Recipient agrees that each "activity," "facility," or "program," as defined in§§ 2 I .23(b) and 2 l .23(e) of
49 C.F.R. § 21 will be (with regard to an "activity") facilitated, or will be (with regard to a "facility")
operated, or will be (with regard to a "program") conducted in compliance with all requirements imposed
by, or pursuant to the Acts and the Regulations.
2. The Recipient will insert the following notification in all solicitations for bids, Requests For Proposals for
work, or material subject to the Acts and the Regulations made in connection with all FHW A, FT A and
FAA programs and, in adapted form, in all proposals for negotiated agreements regardless of funding
source:
3. "The [Local Agency] in accordance with the provisions of Title VI of the Civil Rights Act of 1964
(78 Stat. 252, 42 US.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that
it will affirmatively ensure that any contract entered into pursuant to this advertisement,
disadvantaged business enterprises will be afforded full and fair opportunity
Exhibit J -Page 4 of I I
4. lo submil bids in response to this invitation and will not be discriminaled against on the grounds of
race, color, or national origin in consideration for an award."
S. The Recipient will insert the clauses of Appendix A and E of this Assurance in every contract or ab"l'Ccment
subject to the Acts and lhe Regulations.
6. The Recipienl will insert lhe clauses of Appendix B of this Assurance, as a covenanl running with lhe land,
in any deed from lhc United States effecling or recording a transfer of real property, structures, use, or
improvements thereon or interest therein to a Recipient.
7. That where the Recipient receives Federal financial assistance to construct a facility, or part of a facility,
the Assurance will cxlcnd lo the entire facility and facililics operated in connection therewith.
8. That where the Recipient receives Federal financial assistance in lhe form, or for the acquisition of real
property or an interest in real property, the Assurance will extend to rights lo space on, over, or under such
property.
9. That the Recipient will include the clauses sci forth in Appendix C and Appendix D of this Assurance, as a
covenant running with lhc land, in any future deeds, leases, licenses, pennits, or similar instruments entered
into by the Recipient with other parties:
a. for the subsequent transfer of real property acquired or improved under the applicable activity, project,
or program; and
b. for the construction or use of, or access lo, space on, over, or under real property acquired or improved
under the applicable activity, project, or program.
10. That this Assurance obligates the Recipicnl for the period during which Federal financial assistance is
extended to the program, except where the Federal financial assistance is to provide, or is in the fonn of,
personal property, or real property, or interest therein, or struclures or improvements thereon, in which case
the Assurance obligates lhe Recipient, or any transferee for the longer of the following periods:
a. the period during which the property is used for a purpose for which the Federal financial assistance is
extended, or for another purpose involving the provision of similar services or benefits; or
b. the period during which the Recipient retains ownership or possession of the property.
11. The Recipient will provide for such methods of administration for the program as arc found by the
Secretary of Transportation or the official to whom he/she delegates specific authority to give reasonable
guaran1cc that it, olher recipients, sub-recipients, sub-grantees, contractors, subcontractors, consultants,
transferees, successors in interest, and other participants of Federal financial assistance under such program
will comply with all requirements imposed or pursuant to the Acts, the Regulations, and this Assurance.
12. The Recipient agrees that the United States has a right to seek judicial enforcement with regard to any
matter arising under the Acts, the Regulations. and this Assurance.
By signing this ASSURANCE, the [Local Agency] also agrees lo comply (and require any sub-recipients, sub-
granlees, contractors, successors. transferees, and/or assignees to comply) with all applicable provisions governing
the FHW A, FT A, and FAA• s access to records, accounts, documents, infonnation, facilities, and staff. You also
recognize that you must comply with any program or compliance reviews, and/or complaint investigations
conducted by CDOT, FHWA, FTA, or FAA. You must keep records, reports, and submit the material for review
Exhibit J -Page S of 11
upon request to COOT, FHWA, FTA, or FAA, or its designee in a timely, complete, and accurate way. Additionally,
you must comply with all other reporting, data collection, and evaluation requirements, as prescribed by law or
detailed in program guidance.
[Local Agency] gives this ASSURANCE in consideration of and for obtaining any Federal grants, loans, contracts,
agreements, property, and/or discounts, or other Federal-aid and Federal financial assistance extended afier the date
hereof to the recipients by the U.S. Department ofTransportation under the FHWA, FTA, and FAA. This
ASSURANCE is binding on [Local Agency], other recipients, sub-recipients, sub-grantees, contractors,
subcontractors and their subcontractors', transferees, successors in interest, and any other participants in the FHW A,
FT A, and FAA funded programs. The person(s) signing below is authorized to sign this ASSURANCE on behalf of
the Recipienl.
(Name of Recipie11t)
by _____________ _
(Sig11ature of A11t/1orized Official)
DATED ___________ _
Exhibit J -rage 6 of 11
APPENDIX A
During the performance of this contract, the contractor, for itself, its assignees, and successors in interest
(hereinafter referred to as the "contractor") agrees as follows:
I. Compliance with Regulations: The contractor (hereinafter includes consultants) will comply with the Acts
and the Regulations relative to Non-discrimination in Federally-assisted programs of the U.S. Department
of Transportation, FHWA, as they may be amended from time to time, which are herein incorporated by
reference and made a part of this contract.
2. Non-discrimination: The contractor, with regard to the work performed by it during the contract, will not
discriminate on the grounds of race, color, or national origin in the selection and retention of
subcontractors, including procurements of materials and leases of equipment. The contractor will not
participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including
employment practices when the contract covers any activity, project, or prob,ram set forth in Appendix B of
49 CFR Part 21.
3. Solicitations for Subcontracts, Including Procurements 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 procurements of materials, or leases of equipment, each potential
subcontractor or supplier will be notified by the contractor of the contractor's obligations under this contract
and the Acts and the Regulations relative to Non-discrimination on the grounds of race, color, or national
origin.
4. Information and Reports: The contractor will provide all information and reports required by the Acts,
the Regulations, and directives 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 [Local Agency],
CDOT or FHWA to be pertinent to ascertain compliance with such Acts, Regulations, and instructions.
Where any information required of a contractor is in the exclusive possession of another who fails or
refuses to furnish the information, the contractor will so certify lo the [Local Agency], CDOT or FHWA, as
appropriate, and will set forth what efforts it has made to obtain the information.
5. Sanctions for Noncompliance: In the event of a contractor's noncompliance with the Non-discrimination
provisions of this contract, the [Local Agency] will impose such contract sanctions as it, COOT or FIIWA
may determine to be appropriate, including, but not limited to:
a. withholding payments to the contractor under the contract until the contractor complies; and/or
b. cancelling, terminating, or suspending a contract, in whole or in part.
6. Incorporation of Provisions: The contractor will include the provisions of paragraphs one through six in
every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts,
the Regulations and directives issued pursuant thereto. The contractor will take action with respect to any
subcontract or procurement as the Recipient or the [Local Agency], COOT or FHWA may direct as a
means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor
becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such
direction, the contractor may request the Recipient to enter into any litigation to protect the interests of the
Recipient. In addition, the contractor may request the United Stales to enter into the litigation to protect the
interests of the United States.
Exhibit J -Page 7 of 11
APPENDIX B
CLAUSES FOR DEEDS TRANSFERRING UNITED STATES PROPERTY
The following clauses will be included in deeds effecting or recording the lransfcr of real property, structures, or
improvements thereon. or granting interest therein from the United States pursuant to the provisions of Assurance 4:
NOW, THEREFORE, the U.S. Department ofTransportation as aulhorized by law and upon the condition that the
[Local Agency] will accept title to the lands and maintain the project constructed thereon in accordance with (Name
of Appropriate Legidative Amltority). the Regulations for the Administration of (Name of Appropriate Program),
and the policies and procedures prescribed by the FH WA of the U.S. Department of Transportation in accordance
and in compliance with all requirements imposed by Title 49, Code of Federal Regulations, U.S. Department of
Transportation. Subcitlc A, Office of the Secretary, Part 21 , Non-discrimination in Federally-assisted programs of
the U.S Department of Transportation pertaining to and effectuating the provisions ofTitle VI of the Civil Rights
Act of 1964 (78 Stat. 252; 42 U.S.C. § 2000d to 2000d-4), docs hereby rcmise, release, quitclaim and convey unto
the [Local Agency] all the right, title and interest of the U.S. Department of Transportation in and to said lands
described in Exhibit A auachcd hereto and made a part hereof.
(HABENDUM CLAUSE)
TO HA VE AND TO HOLD said lands and interests therein unto [Local Agency] and its successors forever,
subject, however, to the covenants, conditions, restrictions and reservations herein contained as follows, which will
remain in effect for the period during which the real property or structures arc used for a purpose for which Federal
financial assistance is extended or for another purpose involving the provision of similar services or benefits and
will be binding on the [Local Agency] its successors and assigns.
The (Local Agency], in consideration of the conveyance of said lands and interests in lands, docs hereby covenant
and agree as a covenant running with the land for itself, its successors and assigns, that (I) no person will on the
grounds of race, color, or national origin, be excluded from participalion in, be denied the benefits of, or be
otherwise subjected to discrimination with regard to any facility located wholly or in part on, over, or under such
lands hereby conveyed[,] [andr (2) that the [Local Agency] will use the lands and interests in lands and interests in
lands so conveyed, in compliance with all requirements imposed by or pursuant to Title 49, Code of Federal
Regulations, U.S. Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in
Federally-assisted programs of the U.S. Department of Transportation, Effectuation of Title VI of the Civil Rights
Act of 1964, and as said Regulations and Acts may be amended [, and (3) that in the event of breach of any of the
above -mentioned non-discrimination conditions, the Department will have a right 10 enter or re-enter said lands and
facilities on said land, and that above described land and facilities will thereon revert to and vest in and become the
absolute property of the U.S. Department of Transportation and its assigns as such interest existed prior 10 this
instruction].•
(*Reverter clause and related language to be used only when it is decermincd that such a clause is necessary in order
Exhibit J -Page 8 of 11
APPENDIXC
CLAUSES FOR TRANSFER OF REAL PROPERTY ACQUIRED OR IMPROVED UNDER THE
ACTIVITY, FACILITY, OR PROGRAM
The following clauses will be included in deeds, licenses, leases, pennits, or similar instruments entered into by the
(Local Agency] pursuant to the provisions of Assurance 7(a):
A. The (grantee, lessee, pennittce, etc. as appropriate) for himself/herself, his/her heirs, personal representatives,
successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree [in the
case of deeds and leases add "as a covenant running with the land"] that:
1. In the event facilities arc constructed, maintained, or otherwise operated on the property described in this
(deed, license, lease, pennit, etc.) for a purpose for which a U.S. Department of Transportation activity,
facility, or program is extended or for another purpose involving the provision of similar services or
benefits, the (grantee, licensee, lessee, pcnnittcc, etc.) will maintain and operate such facilities and services
in compliance with all requirements imposed by the Acts and Regulations (as may be amended) such that
no person on the grounds of race, color, or national origin, will be excluded from participation in, denied
the benefits of, or be otherwise subjected to discrimination in the use of said facilities.
B. With respect to licenses, leases, permits, etc., in the event of breach of any of the above Non-discrimination
covenants, [Local Agency] will have the right to tenninate the (lease, license, permit, etc.) and to enter, re-enter,
and repossess said lands and facilities thereon, and hold the same as if the (lease, license, permit, etc.) had never
been made or issued.•
C. With respect to a deed, in the event of breach of any of the above Non-discrimination covenants, the [Local
Agency] will have the right to enter or re-enter the lands and facilities thereon, and the above described lands
and facilities will there upon revert to and vest in and become the absolute property of the [Local Agency] and
its assigns.•
(•Reverter clause and related language to be used only when it is determined that such a clause is necessary to make
clear the purpose ofTitle VI.)
Exhibit J -Page 9 of 11
APPENDIX D
CLAUSES FOR CONSTRUCTION/USE/ACCESS TO REAL PROPERTY ACQUIRED UNDER THE
ACTIVITY, FACILITY OR PROGRAM
The following clauses will be included in deeds, licenses, pennits, or similar instruments/agreements entered into by
[Local Agency] pursuant to the provisions of Assurance 7(b):
A. The (grantee, licensee, pcnnittee, etc., as appropriate) for himself/herself. his/her heirs. personal representatives,
successors in interest, and assigns, as a part of the consideration hereof, docs hereby covenant and agree (in the
case of deeds and leases add, "as a covenant running with the land") that (I) no person on the ground of race,
color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected
to discrimination in the use of said facilities, (2) that in the construction of any improvements on, over, or under
such land, and the furnishing of services thereon, no person on the ground of race, color, or national origin, will
be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (3) that
the (grantee, licensee, lessee, pcnnittee, etc.) will use the premises in compliance with all other requirements
imposed by or pursuant to the Acls and Regulations, as amended, set forth in this Assurance.
B. With respect to (licenses, leases, pennits, etc.), in the event of breach of any of the above Non-discrimination
covenants, [Local Agency] will have the right to terminate the (license, permit, etc., as appropriate) and to enter
or re-enter and repossess said land and the facilities thereon, and hold the same as if said (license, pem1it, etc.,
as appropriate) had never been made or issued.•
C. With respect to deeds, in the event of breach of any of the above Non-discrimination covenants, [Local Agency]
will there upon revert to and vest in and become the absolute property of[Loca\ Agency] of Transportation and
its assigns.•
(*Reverter clause and related language to be used only when it is detennined that such a clause is necessary to make
clear the purpose ofTitle VI.)
Exhibit J -Page 10 of I I
APPENDIX E
During the performance of this contract, the contractor, for itself, its assignees, and successors in interest
(hereinafter referred to as the "contractor") agrees to comply with the following non-discrimination statutes and
authorities; including but not limited to:
Pertinent Non-Discrimination Authorities:
• Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination
on the basis of race, color, national origin); and 49 CFR Part 21.
• The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. §
4601 ). (prohibits unfair treatment of persons displaced or whose property has been acquired because of
Federal or Federal-aid programs and projects);
• Federal-Aid Highway Act of 1973, (23 U.S.C. § 324 ct seq.), (prohibits discrimination on the basis of sex);
• Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 ct seq.), as amended, (prohibits
discrimination on the basis of disability); and 49 CFR Part 27;
• The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 ct seq.), (prohibits discrimination on
the basis of age);
• Airport and Airway Improvement Act of 1982, (49 USC§ 471, Section 47123), as amended, (prohibits
discrimination based on race, creed, color, national origin, or sex);
• The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability
of Title VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the
Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all
of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such
programs or activities arc Federally funded or not);
• Titles II and Ill of the Americans with Disabilities Act, which prohibit discrimination on the basis of
disability in the operation of public entities, public and private transportation systems, places of public
accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of
Transportation regulations at 49 C.F.R. parts 37 and 38;
• The Federal Aviation Administration's Non-discrimination statute ( 49 U .S.C. § 4 7123) (prohibits
discrimination on the basis of race, color, national origin, and sex);
• Executive Order 12898, Federal Actions lo Address Environmental Justice in Minority Populations and
Low-Income Populations, which ensures discrimination against minority populations by discouraging
programs, policies, and activities with disproportionately high and adverse human health or environmental
effects on minority and low-income populations;
• Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and
resulting agency guidance, national origin discrimination includes discrimination because of Limited
English proficiency (LEP). To ensure compliance with Title VI, you must lake reasonable steps to ensure
that LEP persons have meaningful access to your programs (70 Fed. Reg. al 74087 to 74100);
• Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating
because of sex in education programs or activities (20 U.S.C. 1681 cl seq).
Exhibit J -Page 11 of 11
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 (FFAT A), As Amended
Revised as of 3-20-13
The contract, grant, or purchase order to which these Supplemental Provisions arc 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.
I.I. "Award" means an award of Federal financial assistance that a non-Federal Entity receives or
administers in the form of:
1.1.1. Grants;
1.1.2. Contracts;
1.1.3. Cooperative agreements, which do not include cooperative research and development
agreements (CRDA) pursuant to the Federal Technology Transfer Act of 1986, as amended
(IS U.S.C. 3710);
I. 1 .4. Loans;
1.1.5. Loan Guarantees;
1 .1 .6. Subsidies;
1.1.7. Insurance;
1.1.8. Food commodities;
1.1.9. Direct appropriations;
1.1.10. Assessed and voluntary contributions; and
1.1.11. Other financial assistance transactions that authorize the expenditure of Federal funds by
non-Federal Entities.
Award does not include:
1.1.12. Technical assistance, which provides services in lieu of money;
1.1.13. A transfer of title to Federally-owned property provided in lieu of money; even if the award
is called a grant;
1.1.14. Any award classified for security purposes; or
1.1.15. Any award funded in whole or in part with Recovery funds, as defined in section 1512 of
the American Recovery and Reinvestment Act (ARRA) of 2009 (Public Law 111-5).
1.2. "Contract" means the contract to which these Supplemental Provisions arc attached and includes all
Award types in §I.I.I through 1.1.11 above.
t .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, Subrccipients, and
borrowers. For purposes of Transparency Act reporting, Contractor docs not include Vendors.
1.4. "Data Unh·ersal Numbering System (DUNS) Number" means the nine-digit number established and
assigned by Dun and Bradstreet, Inc. to uniquely identify a business entity. Dun and Bradstreet's
website may be found at: http:fffedgov .dnb.comlwcbform.
1.5. "Entity" means all oflhc 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;
J.5 .3. A domestic or foreign non-profit organization;
Exhibit K -Page I of 4
1.5.4. A domestic or foreign for-profit organization; and
1.5.S. A Federal agency, but only a Subrccipicnl 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.
I .8. "FF AT A" means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109-
282), as amended by §6202 of Public Law 110-252. Ff AT A, 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 Subrecipienl, in exchange for the Subrecipient • s support in the
perfonnance 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 lo 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 subreeipient parent organization's 9-digit Data
Universal Numbering System (DUNS) number that appears in the subrecipient's System for Award
Management (SAM) profile, if applicable.
1.13. "Supplemental Provisions" means these Supplemental Provisions for Federally Funded Contracts,
Grants, and Purchase Orders subject to the Federal Funding Accountability and Transparency Act of
2006, As Amended, as may be revised pursuant to ongoing guidance from the relevant Federal or State
of Colorado agency or institution of higher education.
1.14. "System for Award Management (SAM)" means the Federal repository into which an Entity must
enter the information required under the Transparency Act, which may be found at http://www.sam.gov.
1.15. "Total Compensation,. means the cash and noncash dollar value earned by an Executive during the
Prime Recipient's or Subrecipient's preceding fiscal year and includes the following:
I. I 5. 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 oflifc insurance paid on bchal f of the employee, perquisites or
property) for the Executive exceeds SI 0,000.
1.16. "Transparency Act" means the Federal Funding Accountability and Transparency Act of2006 (Public
Law 109-282), as amended by §6202 of Public Law I 10-252. The Transparency Act also is referred to
as FFATA.
1.17 "Vendor" means a dealer, distributor, merchant or other seller providing property or services required for
a project or program funded by an Award. A Vendor is not a Prime Recipient or a Subreeipient and is not
subject to the terms and conditions of the Federal award. Program compliance requirements do not pass
through to a Vendor.
Exhibit K -Page 2 of 4
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 A ward 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. Contraclor shall provide ils DUNS number to its Prime Recipient, and shall update Conlractor's
information in Dun & Bradstreet, Inc. at least annually after the initial registration, and more frequently if
required by changes in Contractor's information.
4. Total Compensation. Contractor shall include Total Compensation in SAM for each of its five most highly
compensated Executives for the preceding fiscal year if:
4.1. The total Federal funding authorized lo 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 docs not have access to information about the compensation of such Executives through
periodic reports filed under section 13(a) or IS(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 clements to SAM and to the Prime Recipient as required in §7 below if
Contractor is a Subrecipicnt 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 arc based on
guidance from the US Office ofManagemenl and Budget (0MB), and as such arc subject to change at any time
by 0MB. 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 0MB reporting requirements at
http;//www.colorado.gov/dpa/dfp/scol FF AT A.him.
6. Effective Date and Dollar Threshold for Reporting. The effective date of these Supplemental Provisions
apply to new Awards as ofOetober I, 2010. Reporting requirements in §7 below apply to new Awards as of
October I, 20 I 0, 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 ofS25,000 or more, the Award is subject to the reporting
requirements as of the date the Award exceeds $25,000. If the initial Award is $25,000 or more, but funding is
subsequently de-obligated such that the total award amount falls below $25,000, the Award shall continue lo be
subject to the reporting requirements.
7. Subrecipicnt Reporting Requirements. If Contractor is a Subrecipicnt, Contractor shall report as set forth
below.
Exhibit K -Page 3 of 4
7.1 ToSAM. A Subrecipient shall regisler in SAM and report the following data elements in SAM fur eac:lt
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 Subrccipicnt Parent DUNS Number;
7.1.4 Subrccipicnt's address, including: Street Address, City, State, Country, Zip+ 4, and
Congressional District;
7.1.S Subrecipicnt's top 5 most highly compensated Executives if the criteria in §4 above arc
met; and
7.1.6 Subrccipient's Total Compensation of top 5 most highly compensated Executives if criteria
in §4 above met.
7.2 To Prime Recipient. A Subrccipicnt shall report to its Prime Recipient, upon the effective date of the
Contract, the following data clements:
7.2.1 Subrecipient's DUNS Number as registered in SAM.
7.2.2 Primary Place of Performance Information, including: Street Address. City, State, Country,
Zip code+ 4, and Congressional District.
8. Exemptions.
8.1. These Supplemental Provisions do not apply to an individual who receives an Award as a natural person,
unrelated to any business or non-profit organization he or she may own or operate in his or her name.
8.2 A Contractor with gross income from all sources of less than $300,000 in the previous tax year is exempt
from the requirements to report Subawards and the Total Compensation of its most highly compensated
Executives.
8.3 Effective October I, 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 0MB in policy memoranda available at the 0MB Web site; Award also
will include other types of Awards subject to the Transparency Act.
8.4 There arc 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 live calendar days following the terrnination 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
A~ CDOT SUB RECIPIENT RISK ASSESSMENT Date:
Name of Entity (Subrecl plent):
Name of Project/ Program:
Estlma ted Award Pe rtod;
Entity Executive Dlrectar or VP:
Entity Chief Flnanc'al Officer:
Entity Representative for this Se f Assessment:
lnmut:tlons: (Sn "lnstrvt:t/a,u" tab for more lnJormatlonl
l. Oieck only one boK for each quest/an. All questions are ~ufred to be answered. Yes No N/A Z. Ut/11:e the "Comment" section below the last qvestlon for additional responses.
3. When complete, check the bQK at the bottom of the form ro authorl:e.
•---·ENT .. Y• .. ,.,,.
1 1s your entity new to operating or managing federal funds (has not done so within the past three □ □ vearsl?
? Is this fundlns program new for your entity (managed for less than three years)? Examples of □ □ fundlna arooroms Include CMAQ TAP. STP-M. etc.
! Does your staff assigned to the program have at leastthree full years of expe rience w'th this D □ federal 0ro1Uam?
MONITORING/AUDIT ASSESSMENT v .. • N/A
! Has 'IQUr entity had an on-site prefect er srant review from an externa l entity (e.g., COOT, I I □ □ FHWAI within the last three vears?
i al Were there non-comollance Issues In this orlor review? I ! I I u
b) What were the number and extent of Issues In prior review? n Q □ Jlol
OPERATION ASSESSMENT -v .. .. "'" t Doe5 your entity have a lime and effort reporting system In place to account for 100%of a'l
employees' lime, that can provide a breakdown cf the actual time spent en each funded n □
project? If No, In the comment section please explain how you Intend 10 dacumenr 100'6 of
hours worked by employees and breakdown of time spent an each funding project.
FINANCIAL AsSESSMENT Y• • "'" 2 a) 00e5 your entity have an Indirect CO$t rate that Is approved and current? n □
b) If Yes, who apprOYed the rate, and what date was ltapprOYed?
! Is this granf/award 10% or more of 'IQUr entity's overall funding? LJ u
>lD'I; c:10'\
1 Has 'IQ Ur entity returned lapsed• funds?• Funds "lapse• when rhey are no lcnger oval/able for I I □ □ ab/iaatlan.
!l! Has '/QUI entity had difflc:ulty meeting local match requirements In the last three years? 17 □ D
ll What Is the total federal funding 'IQUr entity has been awarded fer the last federal fiscal year,
and what Is vour entitv's fiscal vear end7
Exhib it L -Page I of3
IN "&:RN&I rnNTROI.C:: &c::GC::SMENT Yet N• N/A
11 Has your entity had any significant changes In key personnel or acaiuntlng system(s) In the last
year? {e.g., Controller, Exec Director, Program Mgr. Acc:ounting Mgr, etc.) If Ye.s, in the □ D D
comment .section, please fdentlfy theoa:ounting system{s), and I or list personnel positfons and
Identify any that art vocont.
11 Does your entity have flnanclal procedures and controls In place to accommodate a federal-aid □ □ fprofect?
1! Does your aa:ountlng system Identify the receipts and eKpendltures or program funds □ □ separately for each award?
n Will your accounting system provide for the recording of eKpendltures for each award by the □ D budget cost categories shown In the approved budget?
!i Does your ageno, have a review process for all expenditures that will ensure that all costs are
I □ D reasonable, allowable and a !located airrectly to each funding source? If Yes, In the comment
section. please explafn vc,ur current oroc:ess for revfewlnacosts.
!Z How many total FTE perform aa:ountlns functions within your organization? I I u u
!.6 21o S <2
IIJI PACT T Yeo No I NfA
11 For this upcomlns federal award or In the immediate future, does your entity have any potential
conflicts of Interest• In accordance with applicable Federa l awarding aseno, polio,? If Yes,
please disclose these conflicts fn writing, along with supporting Information. and submit wfth 0 0
this farm. ( •Any praaia,, activities or relationships that reasonably appear to be In conflict with th• full
perjormanc,i of th11 Subr1cip!f!nt's obligations to the State.)
!!. For this award, has your entity disclosed to COOT, In wrltins. vlotatlons of Federal criminal law
Involving fraud, bribery. or gratuity vlolatlons potentially affecting the award? Response □ D D
options:
VES = Oreck If hove one or more violatian(.s) and have efther disdosed previously to COOT or as
part of thfs form. In the comment section, list all violations with names of supporting
documentation and submft with this form.
NO= Check If have one or more v/olation(s) and have not disclost!d prevfouslv or w/11 not
disclose as part of this form. Exp/a In in the a,mment section.
N/A = Check If have no violations.
pi; V.:R&M MANAG~ENT ft ENT Y•• Net N/A
Ill Does your entity have a written process/procedure or certification statement approved by your
govemlns boa rd ensuring c ritical project personnel are capable of effectlvel;y managins Federal-n D □
aid Drolects? If Yes, nlea~ submit with this form.
~ Does your entity have written procurement policies or certification statement for consultant
selection approved by your govem'ng board In compliance with 23 CFR 112•? If Yes, plea~ n D D submit with this form. { •n,, Brooh Act r,quires ar,endes to promote op,in comp11tition by odVf!rtiJing,
ranking, $f!lectlng, and negotloting contracts ba$ed on dtmonstrated comp,tence and quoll/icationt at a
lfalf and reasonabl• prl~.)
il a) ls your staff faml i'ar with the rel'evant COOT manuals and federa l prosram requirements? n n u
b) Does your entity have a written polio, or a certification statement approved by your
governing board assuring federal-aid projects will receive adequate Inspections? If Yes, please n □ D
submit with this form.
c) Does your entity have a w ri tten process or a certlflcatlcn statement apprC111ed by your
governing board assuring a contractor's work will be completed in conformance with approved n □ □
lolans and s0eclflcations? If Yes. ti/ease submit with this form.
Exhibit L • Page 2 of 3
d) Does your entity have a written polrcy or certification statement approved by your governing
board assuring that materlals Installed on the projects are sampled and tested per approved I 1 □
rocesses. / Yes . /ease submit with this orm.
e) Does your entity have a wrlnen policy or certification statement approved by your governing
board assuring that only US manufactured steel will be incorporated Into the project (Buy I I D
Amer , uire-ments 11 Yt!S lf!asf! submit with this arm.
Comments • As needed, include the question number and provide comments related to the above questions.
Insert additional rows as needed.
n By chedlng this bol(, the Eitecutillf! D/reaor, VP orCh~f Rnanc/ol Officer of lh/J entity cert/fl~ that o/1
Informal/an pra~lded an this form Ls true and correct.
Exhibit L -Page 3 of 3
□
D
EXHIBIT M, 0MB 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 arc attached has been funded, in whole
or in part, with an award of Federal funds. In the event ofa conflict between the provisions of these Supplemental
Provisions, the Special Provisions, the agreement or any attachments or exhibits incorporated into and made a part
of the agreement, the provisions of these Uniform Guidance Supplemental Provisions shall control. In the event ofa
conflict between the provisions of these Supplemental Provisions and the Ff AT A Supplemental Provisions, the
FF AT A 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 temts and conditions of the Federal Award now 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
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 tcmt
docs 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 selling forth the terms and conditions of an
Award. The term docs 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 Stale 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 ofa
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 0MB Circulars A-21, A-87, A-110, and A-122, 0MB Circulars A-89, A-102, and A -
133, and the guidance in Circular A-50 on Single Audit Acl follow-up. The lerms 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 1hese Supplemental Provisions for Federal
Awards subject to the 0MB Uniform Guidance, as may be revised pursuant to ongoing guidance from
relevant Federal agencies or the Colorado State Controller.
10. Compliance. Subrecipicnt 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
Exhibit M -Page I of 5
automatically shall 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 200.326 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 247 that contain the highest percentage of recovered materials practicable, consistent with
maintaining a satisfactory level of competition, where the purchase price of the item exceeds SI 0,000 or
the value of the quantity acquired during the preceding fiscal year exceeded S 10,000; procuring solid
waste management services in a manner that maximizes energy and resource recovery; and establishing
an afrirmative procurement program for procurement 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 for
pass-through entities), §§200.300 (Statutory and national policy requirements) through 200.309 (Period of
performance), and Subpart F-Audit Requirements of the Uniform Guidance. 2 CFR §200.33l(a)(5).
5. Single Audit Requirements. lfSubrecipient expends $750,000 or more in Federal Awards during
Subrecipient's fiscal year, Subrecipicnt shall procure or arrange for a single or program-specific audit
conducted for that year in accordance with the provisions of Subpart F-Audit Requirements of the Uniform
Guidance, issued pursuant to the Single Audit Act Amendments of 1996, (31 U.S.C. 7501-7507). 2 CFR
§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 lo 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
developmcnl) and lhc Federal proi,rram's stalules, 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. JfSubrecipient expends less than $750,000 in Federal Awards during its fiscal year,
Subrecipicnt 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. Subrecipicnt 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. Subrecipicnt shall comply with and shall include all of the
following applicable provisions in all subcontracts entered into by it pursuant to this Grant Agreement.
Exhibit M -Page 2 of S
6.1 Equnl Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts
that meet the definition of"fcderally assisted construction contract" in 41 CFR Part 60-1.3 shall include
the equal opportunity clause provided under 41 CFR 60-1.4(b ), in accordance with Executive Order
11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339),
as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal
Employment Opportunity," and implementing regulations at 4 I CFR part 60, "Office of Federal Contmct
Compliance Programs, Equal Employment Opportunity, Department of Labor."
"During the performance of this contract, the contractor agrees as follows:
(I) The contractor will not discriminate against any employee or applicant for employment because
of race, color, religion, sex, or national origin. The contractor will take affirmative action to ensure that
applicants arc employed, and that employees arc treated during employment, without regard to their mcc,
color, religion, sex, or national origin. Such action shall include, but not be limited to the following:
Employment, upgrading, demotion, or transfer, rccruitmcnl or recruitment advertising; layoff or
termination; rates of pay or other forms of compensation; and selection for training, including
apprenticeship. The contractor agrees to post in conspicuous places, available to employees and
applicants for employment, notices to be provided by the contracting officer setting forth the provisions
of this nondiscrimination clause.
(2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf
of the contractor, state that all qualified applicants will receive consideration for employment without
regard to race, color, religion, sex, or national origin.
(3) The contractor will send 10 each labor union or representative of workers with which he has a
collective bargaining agreement or other contract or understanding, a notice to be provided by the agency
contracting officer, advising the labor union or workers' representative of the contractor's commitments
under section 202 of Executive Order I I 246 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 ofExccutivc Order I 1246 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 be 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 (I) through (7) in every subcontract or
purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant
to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding
upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract
or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions
including sanctions for noncompliance: 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 ofS2,000 awarded by non-Federal entities
must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-
Exhibit M -Page 3 of 5
3148) as supplemented by Department of Labor regulations (29 CFR Part S, "Labor Standards Provisions
Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with
the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the
prevailing wages specified in a wage determination made by the Secretary of Labor. In addition,
contractors must be required to pay wages not less than once a week. The non-Federal enlily 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 lo the
Federal awarding agency. The contracts must also include a provision for compliance with the Copeland
"Anti-Kickback" Act (40 U.S.C. 314S), 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 Part
by Loans or Grants from the United States"). The Acl provides that each contractor or Subrecipient must
be prohibited from inducing, by any means, any person employed in the construction, completion, or
repair of public work, to gi vc 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 lo the Federal awarding agency.
4.3 Rights to Inventions Made Under II Contract or Agreement. If the Federal Award meets the
dclinition of"funding agreement" under 37 CFR §401.2 (a) and Subrecipienl wishes to enter into a
contract with a small business firm or nonprofit organization regarding the substitution of parties,
assignmenl or performance of experimental, developmental, or research work under lhat "funding
agreement," Subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions
Made by Nonprolit Organizations and Small Business Firms Under Government Grants, Contracts and
Cooperative Abrreements," 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 subgrants or amounts in excess of S150,000 must contain a
provision that requires the non-Federal award to agree to comply with all applicable standards, orders or
regulations issued pursuant to the Clean 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 Office of the Environmental Protection Agency (EPA).
4.5 Debarment and Suspension (Executive Orders 12549 and 12689). A contract award (sec 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 0MB guidelines at 2 CFR 180 thal implement Executive
Orders 12S49 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235),
"Debarment and Suspension." SAM Exclusions contains the names or 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 S 100,000 must file the required certification. Each tier certifies to the lier above that it will
not and has not used Federal appropriated funds to pay any perso n or organization for in fluencing or
attempting to influence an officer or employee of any agenc y, a member of Congress, officer or
employee or Congress, or an employee of a member of Congress in connection with obtaining any
Federal contract, grant or any olher award covered by 31 U.S.C. 13S2. Each tier must also disclose any
lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such
disclosures are forwarded from tier to tier up to the non-Federal award.
7. Certifications. Unless prohibited by Federal statutes or regulations, Recipient may require Subrecipient to
submit certifications and representations required by Federal statutes or regulations on an annual basis. 2 CFR
§200.208. Submission may be required more frequently if Subrccipienl fails to meet a requirement of the
Federal award. Subrecipient shall certify in writing to the State at the end of the Award that the project or
activity was completed or the level of effort was expended. 2 CFR §200.201(3). If the required level of activity
or effort was not carried out, the amount of the Award must be adjusted.
1. 8.Event of Default. Failure to comply with these Uniform Guidance Supplemental Provisions shall constilulc an
event of default under the Grant Agreement (2 CFR §200.339) and the Seate may terminate the Grant upon 30
Exhibit M -Page 4 ofS
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 or Colorado under
the Grant, at law or in equity.
9. Effective Date. The effective date of the Uniform Guidance is December 26, 2013. 2 CFR §200.110. The
procurement standards set forth in Uniform Guidance §§200.317-200.326 arc applicable to new Awards made
by Recipient as or December 26, 2015. The standards set forth in Uniform Guidance Subpart F-Audit
Requirements arc applicable to audits of fiscal years beginning on or after December 26, 2014.
10. Performance Measurement
The Uniform Guidance requires completion orOMB-approvcd standard information collection forms (the
PPR). The form focuses on outcomes, as related to the Federal Award Performance Goals that awarding
Federal agencies arc required to detail in the Awards.
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.
Exhibit M -Page 5 of 5