HomeMy WebLinkAbout2019 Resolution No. 004RESOLUTION NO. 4
SERIES OF 2019
A RESOLUTION SUPPORTING THE CITY OF ENGLEWOOD'S
COMMUNITY DEVELOPMENT DEPARTMENT'S APPLICATION AND
ACCEPTANCE OF THE COLORADO DEPARTMENT OF
TRANSPORATION (CDOT) TRANSPORTATION DEMAND
MANAGEMENT (TDM) GRANT FUNDS FOR THE OXFORD A VENUE
FIRST AND LAST MILE CONNECTIONS BICYCLE LANES AND
SHARROW MARKINGS PROJECT
WHEREAS, the Colorado Department of Transportation (CDOT) administers federal and
state funds to provide monies for the development of enhanced transportation projects throughout
the State of Colorado;
WHEREAS, COOT currently administers a program which provides grant funds for
Transportation Demand Management (TDM) projects;
WHEREAS, both the 2013 Englewood Light Rail Corridor Station Area Master Plan, and the
2015 Englewood Walk and Wheel Master Plan and Program have identified Oxford Avenue as a
high priority bicycle improvement project for the City;
WHEREAS, the grant funds will assist the City in constructing Sharrow lane markings along
Oxford Avenue from Clarkson Street to Broadway and bicycle lane markings along Oxford
Avenue from South Broadway to South Windermere/Oxford Light Rail Station, including
funding for additional bicycle parking at the Oxford Light Rail Station;
WHEREAS, the Community Development Department submitted an application to the
Denver Regional Council of Governments (DRCOG) TDM call for projects, and the Oxford
Avenue project was selected for funding; and
WHEREAS, the Community Development Department grant application will request
$87,138.00 in grant funds with a required local City of Englewood match of$18,144 wh ich will
come from the Community Development Department's professional services budget. The total
project cost is $105,252.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF ENGLEWOOD, COLORADO, THAT:
Section I. The City Council for the City of Englewood, Colorado, hereby authorizes the
application and acceptance of the Colorado Department of Transportation (CDOT) Transportation
Demand Management (TDM) grant funds for the Oxford Avenue First and Last Mile
Connections Bicycle Lanes and Sharrow Markings Project attached hereto as Exhib it A.
Section 2. Federal funds are being used for the project.
l
ADOPTED AND APPROVED this 7th day of January, 2019.
ATTEST
I, Stephanie Carlile, City Clerk for the City of Englewood, Colorado, hereby certify the above
is a true copy of Resolution No. 4, Series of 2019.
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STATE OF COLORADO INTERGOVERNMENTAL AGREEMENT
s· t d C P 12na ure an over a2e
State Agency Agreement Routing Number
Department ofTransportation 19-HAI-XC-00025
Local Agency Agreement Effective Date
CITY OF ENGLEWOOD The later of the effective date or
October 11, 2018
Agreement Description Agreement Expiration Date
Oxford Avenue: First & Last Mile Connections October 10, 2028
Project# Region# Contract Writer Agreement Maximum Amount
STUM395-1 DZ $105,252.00
018 (22846)
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
A reement and to bind the P authorizin his or her si nature.
Joshua Laipply, P .E., Chief Engineer
Date: _________ _
Date:
2nd State or llocal Agency Signature if Needed LEGAL REVIEW
Cynthia H. Coffman, Attorney General
Signature Assistant Attorney General
By: (Print Name and Title) By: (Print Name and Title)
Date: Date:
In accordance with §24-30-202 C.R.S., this Agreement is not valid until signed and dated below by the State
Controller or an authorized delegate.
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STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
By:,_ _____________ _
Department of Transportation
Effective Date: _______ _
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TABLE OF CONTENTS
1. PARTIES ................................................................................................................................................. 2
2. TERM AND EFFECTIVE DATE ........................................................................................................... 2
3. AUTHORITY .......................................................................................................................................... 3
4. PURPOSE ............................................................................................................................................... 3
5. DEFINITIONS ........................................................................................................................................ 4
6. STATEMENTOFWORK ...................................................................................................................... 6
7. PAYMENTS ........................................................................................................................................... 9
8. REPORTING-NOTIFICATION ......................................................................................................... 13
9. LOCAL AGENCY RECORDS ............................................................................................................. 14
10. CONFIDENTIAL INFORMATION-STATE RECORDS .................................................................... 15
11. CONFLICT OF INTEREST .................................................................................................................. 15
12. INSURANCE ........................................................................................................................................ 16
13. BREACH ............................................................................................................................................... 17
14. REMEDIES ........................................................................................................................................... 18
15. DISPUTE RESOLUTION ..................................................................................................................... 19
16. NOTICES AND REPRESENTATIVES ............................................................................................... 19
17. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION ...................................................... 20
18. GOVERNMENT AL IMMUNITY ........................................................................................................ 21
19. STATEWIDE CONTRACT MANAGEMENT SYSTEM ................................................................... 21
20. GENERAL PROVISIONS .................................................................................................................... 21
21. COLORADO SPECIAL PROVISIONS ............................................................................................... 23
22. FEDERAL REQUIREMENTS ............................................................................................................. 24
23. DISADVANTAGED BUSINESS ENTERPRISE (DBE) ..................................................................... 24
24. DISPUTES ............................................................................................................................................ 25
EXHIBIT A, STATEMENT OF WORK
EXHIBIT B, SAMPLE OPTION LETTER
EXHIBIT C, FUNDING PROVISIONS
EXHIBIT D, LOCAL AGENCY RESOLUTION
EXHIBIT E, LOCAL AGENCY AGREEMENT ADMINISTRATION CHECKLIST
EXHIBIT F, CERTIFICATION FOR FEDERAL-AID AGREEMENTS
EXHIBIT G, DISADVANTAGED BUSINESS ENTERPRISE
EXHIBIT H, LOCAL AGENCY PROCEDURES FOR CONSUL TANT 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
l. PARTIES
Th is Agreement is entered into by and between Local Agency named on the Signature and Cover Page for this
Agreement ("Local Agency"), and the ST A TE OF COLORADO acting by and through the State agency named
on the Signature and Cover Page for this Agreement (the "State" or "COOT'). Local Agency and the State
agree to the terms and conditions in this Agreement.
2. TERM AND EFFECTIVE DATE
A. Effective Date
This Agreement shall not be valid or enforcea ble unt il the Effective Date, and Agreement Funds shall
be expended within the dates shown in Exhibit C for each respective phase ("Phase Performance
Period(s)"). The State shall not be bound by any provision of this Agreement before the Effectiv e Date,
and shall have no obligation to pay Local Agency for any Work performed or expense incurred before
1) the Effective Date of this original Agreement; 2) before the encumbering document for the respective
phase and the official Notice to Proceed for the respective phase; or 3) after the Final Phase 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 terminate on the date ofnotice
ofCDOT final acceptance ("Agreement Expiration Date") shown on the Signature and Cover Page for
this Agreement, unless sooner terminated or further extended in accordance with the terms of this
Agreement.
C. Early Termination in the Public Interest
The State is entering into this Agreement to serve the public interest of the State of Colorado as
determined by its Governor, General Assembly, or Courts. If this Agreement ceases to further the public
interest of the State, the State, in its discretion, may terminate this Agreement in whole or in part. This
subsection shall not apply to a termination of this Agreement by the State for breach by Local Agency,
which shall be governed by §14.A.i.
i. Method and Content
The State shall notify Local Agency of such termination in accordance with §Hi. The notice shall
specify the effective date of the termination and whether it affects all or a portion of this Agreement.
ii. Obligations and rughts
Upon receipt of a termination notice for termination in the public interest, Local Agency shall be
subject to §14,A.i.a
iii. Payments
If the State terminates this Agreement in the public interest, the State shall pay Local Agency an
amount equal to the percentage of the total reimbursement payable under this Agreement that
corresponds to the percentage of Work satisfactorily completed and accepted, as determined by the
State, less payments previously made. Additionally, if this Agreement is Jess than 60% completed,
as determined by the State, the State may reimburse Local Agency for a portion of actual out-of-
pocket expenses, not otherwise reimbursed under this Agreement, incurred by Local Agency which
are directly attributable to the uncompleted portion of Local Agency's obligations, provided that the
sum of any and all reimbursement shall not exceed the maximum amount payable to Local Agency
hereunder.
3. AUTHORITY
Authority to enter into this Agreement exists in the law as follows:
A. Federal Authority
Pursuant to Title I, Subtitle A, of the "Fixing America's Surface Transportation Act" (FAST Act) of
2015, and to applicable provisions of Title 23 of the Un ited States Code and implementing regulations
at Title 23 of the Code ofFederal Regulations, as may be amended, (collectively referred to hereinafter
as the "Federal Provisions"), certain federal funds have been and are expected to continue to be allocated
for transportation projects requested by Local Agency and eligible under the Surface Transportat ion
Improvement Program that has been proposed by the State and approved by the Federal Highway
Administration ("FHW A").
B. State Authority
Pursu ant to CRS §43-1-223 and to applicable portions of the Federal Provisions, the State is responsible
for the general administration and supervision of performance of projects in the Program, including the
administration of federal funds for a Program project performed by a Local Agency under a contract
with the State. This Agreement is executed under the authority ofCRS §§29-1-203, 43-1-110; 43 -1-116,
43-2-101(4)(c) and 43-2-104.S.
4. PURPOSE
The purpose of this Agreement is to disburse Federal funds to the Local Agency pursuant to CDOT's
Stewardship Agreement with the FHW A.
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S. 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 Subrecipient funded in whole or in part by a Federal
Award. The tenns and conditions of the Federal Award flow down to the Award unless the terms and
conditions of the Federal Award specifically indicate otherwise.
D. "Budget" means the budget for the Work described in Exhibit C.
E. "Business Day" means any day in which the State is open and conducting_ business, but shall not include
Saturday, Sunday or any day on which the State observes one of the holidays listed in §24-I 1-10 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, §§24-72-200.1 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 B, Sample Option Letter.
iii. Exhibit C, Funding Provisions
iv. Exhibit D, Local Agency Resolution
v. Exhibit E, Local Agency Contract Administration Checklist
vi. Exhibit F, Certification for Federal-Aid Contracts
vii. Exhibit G, Disadvantaged Business Enterprise
viii. Exhibit H, Local Agency Procedures for Consultant Services
ix. Exhibit I, Federal-Aid Contract Provisions for Construction Contracts
x. Exhibit J, Additional Federal Requirements
xi. Exhibit K, The Federal Funding Accountability and Transparency Act of 2006 (FFATA)
Supplemental Federal Provisions
xii. Exhibit L, Sample Sub-Recipient Monitoring and Risk Assessment Form
xiii. Exhibit M, Supplemental Provisions for Federal Awards Subject to The Office of Managemen t and
Budget Uniform Administrative Requirements, Cost principles, and Audit Requirements for Federal
Awards (the "Unifonn Guidance")
L. "Federal Award" means an award of Federal financial assistance or a cost-reimbursement contract
under the Federal Acquisition Requirements by a Federal Awarding Agency to a Recipient. "Federal
Award" also means an agreement setting forth the terms and conditions of the Federal Award. The term
does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal
program.
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M. "Federal Awarding Agency" means a Federal agency providing a Federal Award to a Recipient.
N. "FHWA" means the Federal Highway Administration, which is one of the twelve administrations under
the Office of the Secretary of Transportation at the U.S. Department ofTransportation. FHW A provides
stewardship over the construction, maintenance and preservation of the Nation's highways and tunnels .
FHW A 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 the unauthorized
modification, disruption, or destruction ofany State Records.
Q. "Initial Term" means the time period defined in §2.B
R. "Notice to Proceed" means the letter issued by the State to the Local Agency stating the date the Local
Agency can begin work subject to the conditions of this Agreement.
S. "OMB" means the Executive Office of the President, Office ofManagement and Budget.
T. "Oversight" means the term as it is defined in the Stewardship Agreement between COOT 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 information
defined as personally identifiable information in §24-72-501 C.R.S.
W. "Recipient" means the Colorado Department of Transportation (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 State Records not subject to disclosure under
CORA. State Confidential Information shall include, but is not limited to, PII and State personnel records
not subject to disclosure under CORA.
z. "State Fiscal Rules" means the fiscal rules promulgated by the Colorado State Controller pursuant to
§24-J0-202(13)(a).
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, infonnation, and records, regardless of physical fonn,
including, but not limited to, information subject to disclosure under CORA .
DD. "Subcontractor" means third-parties, if any, engaged by Local Agency to aid in performance of the
Work.
EE. "Subrecipient" means a non-Federal entity that receives a sub-award from a Recipient to carry out part
of a Federal program, but does not include an individual that is a beneficiary of such program. A
Subrecipient may also be a recipient ofother 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" does not include any material that was
developed prior to the Effective Date that is used, without modification, in the performance of the Work.
Any other term used in this Agreement that is defined in an Exhibit shall be construed and interpreted as defined
in that Exhibit.
6. STATEMENT OF WORK
Local Agency shall complete the Work as described in this Agreement and in accordance with the provisions
of Exhibit A, and the Local Agency Manual. The State shall have no liability to compensate Local Agency for
the delivery of any Goods or the performance of any Services that are not specifically set forth in this
Agreement.
Work may be divided into multiple phases that have separate periods of performance. The State may not
compensate for Work that Local Agency performs outside of its designated phase performance period. The
performance period of phases, including, but not limited to Design, Construction, Right of Way, Utilities, or
Environment phases, are identified in Exhibit C. The State may unilaterally modify Exhibit C from time to
time, at its sole discretion, to extend the period of performance for a phase of Work authorized under this
Agreement. To exercise this phase performance period extension option, the State will provide written notice
to Local Agency in a form substantially equivalent to Exhibit B. The State's unilateral extension of phase
performance periods will not amend or alter in any way the funding provisions or any other terms specified in
this Agreement, notwithstanding the options listed under §7.E
A. Local Agency Commitments
i. Design
If the Work includes preliminary design, final design, design work sheets, or special provisions and
estimates (collectively referred to as the "Plans"), Local Agency shall ensure that it and its
Contractors comply with and are responsible for satisfying the following requirements:
a. Perform or provide the Plans to the extent required by the nature of the Work.
b. Prepare final design in accordance with the requirements of the latest edition of the American
Association of State Highway Transportation Officials (AASHTO) manual or other standard,
such as the Uniform Building Code, as approved by the State.
c. Prepare provisions and estimates in accordance with the most current version of the State's
Roadway and Bridge Design Manuals and Standard Specifications for Road and Bridge
Construction or Local Agency specifications if approved by the State.
d. Include details of any required detours in the Plans in order to prevent any interference of the
construction Work and to protect the traveling public.
e. Stamp the Plans as produced by a Colorado registered professional engineer.
f. Provide final assembly of 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. § 1210 I, et. seq., and applicable federal regulations 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 are directed by the State to comply with FHW A 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 172 and with any procedures implementing those requirements
as provided by the State, including those in Exhibit H. If Local Agency enters into a contract
with a Consultant for the Work:
l) Local Agency shall submit a certification that procurement of any Consultant contract
complies with the requirements of23 C.F .R. 172.5( 1) priorto 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 FHW A and that they are in writing. Immediately after the Consultant
contract has been awarded, one copy of the executed Consultant contract and any
amendments shall be submitted to the State.
3) Local Agency shall require that all billings under the Consultant contract comply with the
State's standardized billing format. Examples of the billing formats are available from the
COOT Agreements Office.
4) Local Agency (and any Consultant) shall comply with 23 C.F.R. 172.S(b) and (d) and use
the COOT 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 COOT from Local Agency's
attorney/authorized representative certifying compliance with Exhibit H and 23 C.F.R.
172.S(b)and (d).
6) Local Agency shall ensure that the Consultant contract complies with the requirements of
49 CFR 18.36(i) and contains the following language verbatim:
(a) The design work under this Agreement shall be compatible with the requirements of
the contract between Local Agency and the State (which is incorporated herein by this
reference) for the design/construction of the project. The State is an intended third-
party beneficiary of this agreement for that purpose.
{b) Upon advertisement of the project work for construction, the consultant shall make
available services as requested by the State to assist the State in the evaluation of
construction and the resolution of construction problems that may arise during the
construction of the project.
(c) The consultant shall review the construction Contractor's shop drawings for
conformance with the contract documents and compliance with the provisions of the
State's publication, Standard Specifications for Road and Bridge Construction, in
connection with this work.
(d) The State, in its sole discretion, may review construction plans, special provisions and
estimates and may require Local Agency to make such changes therein as the State
determines necessary to comply with State and 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/COOT Stewardship Agreement, as described in Exhibit E.
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a. The State may, after providing written notice of the reason for the suspension to Local Agency,
suspend the Work, wholly or in part, due to the failure of Local Agency or its Contractor to
correct conditions which are unsafe for workers or for such periods as the State may deem
necessary due to unsuitable weather, or for conditions considered unsuitable for the prosecution
of the Work, or for any other condition or reason deemed by the Stale to be in the public interest.
b. Local Agency shall be responsible for the following:
1) Appointing a qualified professional engineer, licensed in the State of Colorado, as Local
Agency Project Engineer (LAPE), to perform engineering administration. The LAPE shall
administer the Work in accordance with this Agreement, the requirements of the
construction contract and applicable State procedures, as defined in the CDOT Local
Agency Manual (https://www .codot.gov/business/designsupport/bulletins _ manuals/2006-
local-agency-manual).
2) For the construction Services, advertising the call for bids, following its approval by the
State, and awarding the construction contract(s) to the lowest responsible bidder(s).
(a) All Local Agency's advertising and bid awards pursuant to this Agreement shall
comply with applicable requirements of23 U.S.C. §112 and 23 C.F.R. Parts 633 and
635 and C.R.S. § 24-92-101 et seq. Those requirements include, without limitation,
that Local Agency and its Contractor(s) incorporate Form 1273 (Exhibit I) in its
entirety, verbatim, into any subcontract(s) for Services as terms and conditions thereof,
as required by 23 C.F.R. 633.102(e).
(b) Local Agency may accept or reject the proposal of the apparent low bidder for Work
on which competitive bids have been received. Local Agency must accept or reject
such bids within 3 working days after they are publicly opened.
(c) If Local Agency accepts bids and makes awards that exceed the amount of available
Agreement Funds, Local Agency shall provide the additional funds necessary to
complete the Work or not award such bids.
(d) The requirements of §6.A.iii.b.2 also apply to any advertising and bid awards made
by the State.
(e) The State (and in some cases FHW A) 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.
1v. Right of Way (ROW) and Acquisition/Relocation
a. If Local Agency purchases a ROW for a State highway, including areas of influence, Local
Agency shall convey the ROW to CDOT promptly upon the completion of the
project/construction.
b. Any acquisition/relocation activities shall comply with all applicable federal and State statutes
and regulations, including but not limited to, the Uniform Relocation Assistance and Real
Property Acquisition Policies Act of 1970, as amended, the Uniform Relocation Assistance and
Real Property Acquisition Policies for Federal and Federally Assisted Programs, as amended
(49 C.F.R. Part 24), CDOT's Right of Way Manual, and CDOT's Policy and Procedural
Directives.
c. The Parties' respective responsibilities for ensuring compliance with acquisition, relocation and
incidentals depend on the level of federal participation as detailed in CDOT's Right of Way
Manual (located at http://www.codot.gov/business/manuals/right-of-way); however, the State
always retains oversight responsibilities.
d. The Parties' respective responsibilities at each level of federal participation in CDOT's Right
of Way Manual, and the State's reimbursement of Local Agency costs will be determined
pursuant the following categories:
I) Right of way acquisition (3111) for federal participation and non-participation;
2) Relocation activities, if applicable (3109);
3) Right of way incidentals, if applicable (expenses incidental to acquisition/relocation of
right of way-3114).
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v. Utilities
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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 out what work is to be accomplished
and the location(s) thereof, and which costs shall be eligible for federal participation.
b. Obtain the railroad's detailed estimate of the cost of the Work.
c. Establish future maintenance responsibilities for the proposed installation.
d. Proscribe in the agreement the future use or dispositions of the proposed improvements in the
event of abandonment or elimination of a grade crossing.
e. Establish future repair and/or replacement responsibilities, as between the railroad company
and the Local Agency, in the event of accidental destruction or damage to the installation.
vii. Environmental Obligations
Local Agency shall perform all Work in accordance with the requirements of current federal and
State environmental regulations, including the National Environmental Policy Act of 1969 (NEPA)
as applicable.
viii. Maintenance Obligations
Local Agency shall maintain and operate the Work constructed under this Agreement at its own cost
and expense during their useful life, in a manner satisfactory to the State and 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 State and FHW A
may make periodic inspections to verify that such improvements are being adequately maintained .
ix. Monitoring Obligations
Local Agency shall respond in a timely manner to and participate fully with the monitoring activities
described in §7.F.vi.
B. State's Commitments
i. The State will perform a final project inspection of the Work as a quality control/assurance activity.
When all Work has been satisfactorily completed , the State will sign the FHW A Form 1212.
ii. Notwithstanding any consents or approvals given by the State for the Plans, the State shall not be
liable or responsible in any manner for the structural design, details or construction of any Work
constituting major structures designed by, or that are the responsibility of, Local Agency, as
identified in Exhibit E.
7. PAYMENTS
A. Maximum Amount
Payments to Local Agency are limited to the unpaid, obligated balance of the Agreement Funds set forth
in Exhibit C. The State shall not pay Local Agency any amount under this Agreement that exceeds the
Agreement Maximum set forth in Exhibit C.
8. 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.
h. Local Agency shall initiate payment requests by invoice to the State, in a fonn 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 perfonned or
deliverables provided under the Agreement.
ii. Interest
Amounts not paid by the State within 45 days after the State's acceptance of the invoice shall bear
interest on the unpaid balance beginning on the 46th day at the rate of 1 % per month, as required by
§24-30-202(24)(a), C.R.S., until paid in full; provided, however, that interest shall not accrue on
unpaid amounts that the State disputes in writing. Local Agency shall invoice the State separately
for accrued interest on delinquent amounts, and the invoice shall reference the delinquent payment,
the number of days interest to he 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 infonnation presented by Local Agency and may make
changes to its determination based on this review. The calculation, determination, or payment
amount that results from the State's review shall not be subject to additional dispute under this
subsection. No payment subject to a dispute under this subsection shall be due until after the State
has concluded its review, and the State shall not pay any interest on any amount during the period
it is subject to dispute under this subsection.
iv. Available Funds-Contingency-Termination
The State is prohibited by law from making commitments beyond the term of the current State Fiscal
Year. Payment to Local Agency beyond the current State Fiscal Year is contingent on the
appropriation and continuing availability of Agreement Funds in any subsequent year (as provided
in the Colorado Special Provisions). If federal funds or funds from any other non-State funds
constitute all or some of the Agreement Funds, the State's obligation to pay Local Agency shall be
contingent upon such non-State funding continuing to be made available for payment. Payments to
be made pursuant to this Agreement shall be made only from Agreement Funds, and the State's
liability for such payments shall be limited to the amount remaining of such Agreement Funds. If
State, federal or other funds are not appropriated, or otherwise become unavailable to fund this
Agreement, the State may, upon written notice, terminate this Agreement, in whole or in part,
without incurring further liability. The State shall, however, remain obligated to pay for Services
and Goods that are delivered and accepted prior to the effective date of notice of termination, and
this tennination shall otherwise be treated as if this Agreement were terminated in the public interest
as described in §2.C
v. Erroneous Payments
The State may recover, at the State's discretion, payments made to Local Agency in error for any
reason, including, but not limited to, overpayments or improper payments, and unexpended or
excess funds received by Local Agency. The State may recover such payments by deduction from
subsequent payments under this Agreement, deduction from any payment due under any other
contracts, grants or agreements between the State and Local Agency, or by any other appropriate
method for collecting debts owed to the State. The close out of a Federal Award does not affect the
right ofFHW A or the State to disallow costs and recover funds on the basis ofa later audit or other
review . Any cost disallowance recovery is to be made within the Record Retention Period (as
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defined below in §9.A.).
C. Matching Funds
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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 to the Effective Date and shall report to the State
regarding the status of such funds upon request. Local Agency's obligation to pay all or any part ofany
matching funds, whether direct or contingent, only extend to funds duly and lawfully appropriated for
the purposes of this Agreement by the authorized representatives of Local Agency and paid into Local
Agency's treasury. Local Agency represents to the State that the amount designated "Local Agency
Matching Funds" in Exhibit C has been legally appropriated for the purpose of this Agreement by its
authorized representatives and paid into its treasury. Local Agency may evidence such obligation by en
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 not pay or be liable for any
claimed interest, late charges, fees, taxes, or penalties of any nature, except as required by Local
Agency's laws or policies.
D. Reimbursement of Local Agency Costs
The State shall reimburse Local Agency's allowable costs, not exceeding the maximum total amount
described in Exhibit C and §7. The applicable principles described in 2 C.F.R. Part 200 shall govern the
State's obligation to reimburse all costs incurred by Local Agency and submitted to the State for
reimbursement hereunder, and Local Agency shall comply with all such principles. The State shall
reimburse Local Agency for the federal-aid share of properly documented costs related to the Work after
review and approval thereof, subject to the provisions of this Agreement and Exhibit C. Local Agency
costs for Work performed prior to the Effective Date shall not be reimbursed absent specific allowance
of pre-award costs and indication that the Federal Award funding is retroactive. Local Agency costs for
Work performed after any Performance Period End Date for a respective phase of the Work, is not
reimbursable. Allowable costs shall be:
i. Reasonable and necessary to accomplish the Work and for the Goods and Services provided.
ii. Actual net cost to Local Agency (i.e. the price paid minus any items of value received by Local
Agency that reduce the cost actually incurred).
E. Unilateral Modification of Agreement Funds Budget by State Option Letter
The State may, at its discretion, issue an "Option Letter" to Local Agency to add or modify Work phases
in the Work schedule in Exhibit C if such modifications do not increase total budgeted Agreement
Funds. Such Option Letters shall emend and update Exhibit C, Sections 2 or 4 of the Table, and sub-
sections B and C of the Exhibit C. Option Letters shall not be deemed valid until signed by the State
Controller or an authorized delegate. Modification of Exhibit C by unilateral Option Letter is permitted
only in the specific scenarios listed below. The State will exercise such options by providing Local
Agency a fully executed Option Letter, in a form substantially equivalent to Exhibit B. Such Option
Letters will be incorporated into this Agreement.
i. Option to Begin a Phase end/or Increase or Decrease the Encumbrance Amount
The State may require by Option Letter that Local Agency begin a new Work phase that may include
Design, Construction, Environmental, Utilities, ROW Incidentals or Miscellaneous Work (but may
not include Right of Way Acquisition/Relocation or Railroads) as detailed in Exhibit A. Such
Option Letters may not modify the other terms and conditions stated in this Agreement, and must
decrease the amount budgeted and encumbered for one or more other Work phases so that the total
amount of budgeted Agreement Funds remains the same. The State may also issue a unilateral
Option Letter to simultaneously increase and decrease the total encumbrance amount of two or more
existing Work phases, as long as the total amount of budgeted Agreement Funds remains the same,
replacing the original Agreement Funding exhibit (Exhibit C) with an updated Exhibit C-1 (with
subsequent exhibits labeled C-2, C-3, etc.).
ii. Option to Transfer Funds from One Phase to Another Phase.
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The State may require or permit Local Agency to transfer Agreement Funds from one Work phase
(Design, Construction, Environmental, Utilities, ROW Incidentals or Miscellaneous) to another
phase as a result of changes to State, federal, and local match funding. In such case, the original
funding exhibit {Exhibit C) will be replaced with an updated Exhibit C-1 (with subsequent exhibits
labeled C-2, C-3, etc.) attached to the Option Letter. The Agreement Funds transferred from one
Work phase to another are subject to the same terms and conditions stated in the original Agreement
with the total budgeted Agreement Funds remaining the same. The State may unilaterally exercise
this option by providing a fully executed Option Letter to Local Agency within thirty (30) days
before the initial targeted start date of the Work phase, in a form substantially equivalent to Exhibit
B.
iii. Option to Exercise Options i and ii.
The State may require Local Agency to add a Work phase as detailed in Exhibit A, and encumber
and transfer Agreement Funds from one Work phase to another. The original funding exhibit
(Exhibit C) in the original Agreement will be replaced with an updated Exhibit C-1 (with
subsequent exhibits labeled C-2, C-3, etc.) attached to the Option Letter. The addition of a Work
phase and encumbrance and transfer of Agreement Funds are subject to the same terms and
conditions stated in the original Agreement with the total budgeted Agreement Funds remaining the
same. The State may unilaterally exercise this option by providing a fully executed Option Letter to
Local Agency within 30 days before the initial targeted start date of the Work phase, in a form
substantially equivalent to Exhibit B.
iv. Option to Update a Work Phase Performance Period and/or modify information required under the
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
accounting standards (a separate set of accounts, or as a separate and integral part of its current
accounting scheme). Such accounting systems shall, at a minimum, provide as follows:
i. Local Agency Performing the Work
If Local Agency is performing the Work, it shall document all allowable costs, including any
approved Services contributed by Local Agency or subcontractors, using payrolls, time records,
invoices, contracts, vouchers, and other applicable records.
ii. Local Agency-Checks or Draws
Checks issued or draws made by Local Agency shall be made or drawn against properly signed
vouchers detailing the purpose thereof. Local Agency shall keep on file all checks, payrolls,
invoices, contracts, vouchers, orders, and other accounting documents in the office of Local Agency,
clearly identified, readily accessible, and to the extent feasible, separate and apart from all other
Work documents .
iii. State-Administrative Services
The State may perfonn any necessary administrative support services required hereunder. Local
Agency shall reimburse the State for the costs of any such services from the budgeted Agreement
Funds as provided for in Exhibit C. If FHW A Agreement Funds are or become unavailable, or if
Local Agency terminates this Agreement prior to the Work being approved by the State or otherwise
completed, then all actual incurred costs of such services and assistance provided by the State shall
be reimbursed to the State by Local Agency at its sole expense.
iv . Local Agency-Invoices
Local Agency's invoices shall describe in detail the reimbursable costs incurred by Local Agency
for which it seeks reimbursement, the dates such costs were incurred and the amounts thereof, and
Local Agency shall not submit more than one invoice per month.
v. Invoicing Within 60 Days
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The State shall not be liable to reimburse Local Agency for any costs invoiced more than 60 days
after the date on which the costs were incurred, including costs included in Local Agency's final
invoice. The State may withhold final payment to Local Agency at the State's sole discretion until
completion offinal audit. Any costs incurred by Local Agency that are not allowable under 2 C.F .R.
Part 200 shall be Local Agency's responsibility, and the State will deduct such disallowed costs
from any payments due to Local Agency. The State will not reimburse costs for Work performed
after the Performance Period End Date for a respective Work phase. The State will not reimburse
costs for Work performed prior to Performance Period End Date, but for which an invoice is
received more than 60 days after the Performance Period End Date.
vi. rusk Assessment & Monitoring
Pursuant to 2 C.F.R. 200.331 (b ), -CDOT will evaluate Local Agency's risk of noncompliance with
federal statutes, regulations, and terms and conditions of this Agreement. Local Agency shall
complete a rusk Assessment Form (Exhibit L) when that may be requested by CDOT. The risk
assessment is a quantitative and/or qualitative determination of the potential for Local Agency's
non-compliance with the requirements of the Federal Award. The risk assessment will evaluate
some or all of the following factors:
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 Subrecipient also receives
direct federal funding. Include audit results if Subrecipient receives single audit, where the specific award
being assessed was selected as a major program.
3. Operation: Factors associated with the significant aspects of the Subrecipient's operations, in which failure
could impact the Subrecipient's ability to perform and account for the contracted goods or services.
4. Financial: Factors associated with the Subrecipient's financial stability and ability to comply with financial
requirements of the Federal Award.
5. Internal Controls: Factors associated with safeguarding assets and resources, deterring and detecting errors,
fraud and theft, ensuring accuracy and completeness of accounting data, producing reliable and timely
financial and management information, and ensuring adherence to its policies and plans.
6. Impact: Factors associated with the potential impact of a Subrecipient's non-compliance to the overall
success of the program objectives.
7. Program Management: Factors associated with processes to manage critical personnel, approved written
procedures, and knowledge of rules and regulations regarding federal-aid projects.
Following Local Agency's completion of the rusk Assessment Tool (Exhibit L), CDOT will
determine the level of monitoring it will apply to Local Agency's performance of the Work. This
risk assessment may be re-evaluated after COOT begins performing monitoring activities.
G. Close Out
Local Agency shall close out this Award within 90 days after the Final Phase Performance End Date.
Close out requires Local Agency's submission to the State of all deliverables defined in this Agreement,
and Local Agency's final reimbursement request or invoice. The State will withhold 5% of allowable
costs until all final documentation has been submitted and accepted by the State as substantially
complete. IfFHW A has not closed this Federal Award within I year and 90 days after the Final Phase
Performance End Date due to Local Agency's failure to submit required documentation, then Local
Agency may be prohibited from applying for new Federal Awards through the State until such
documentation is submitted and accepted.
8. REPORTING -NOTIFICATION
A. Quarterly Reports
In addition to any reports required pursuant to §19 or pursuant to any exhibit, for any contract having a
term longer than 3 months, Local Agency shall submit, on a quarterly basis, a written report specifying
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progress made for each specified perfonnance measure and standard in this Agreement. Such progress
report shall be in accordance with the procedures developed and prescribed by the State. Progress reports
shall be submitted to the State not later than five (5) Business Days following the end of each calendar
quarter or at such time as otherwise specified by the State.
B. Litigation Reporting
If Local Agency is served with a pleading or other document in connection with an action before a court
or other administrative decision making body, and such pleading or document relates to this Agreement
or may affect Local Agency's ability to perform its obligations under this Agreement, Local Agency
shall, within 10 days after being served, notify the State of such action and deliver copies of such
pleading or document to the State's principal representative identified in §16.
C. Perfonnance 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 FHW A, all violations of
federal or State criminal Jaw involving fraud, bribery, or gratuity violations potentially affecting the
Federal A ward . Penalties for noncompliance may include suspension or debannent (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 writing that the
Record Retention Period shall be extended. For records for real property and equipment, the Record
Retention Period shall extend three years following final disposition of such property.
B. Inspection
Local Agency shall permit the State to audit, inspect, examine, excerpt, copy, and transcribe Lo cal
Agency Records during the Record Retention Period. Local Agency shall make Local Agency Records
available during normal business hours at Local Agency's office or place of business, or at other
mutually agreed upon times or locations, upon no fewer than 2 Business Days' notice from the State,
unless the State determines that a shorter period of notice, or no notice, is necessary to protect the
interests of the State.
C. Monitoring
The Stale will monitor Local Agency's performance of its obligations under this Agreement using
procedures as determined by the State. The State shall monitor Local Agency's performance in a manner
that does not unduly interfere with Local Agency's performance of the Work.
D. Final Audit Report
Local Agency shall promptly submit to the State a copy of any final audit report of an audit performed
on Local Agency's records that relates to or affects this Agreement or the Work, whether the audit is
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conducted by Local Agency or a third party.
10. CONFIDENTIAL INFORMATION-STATE RECORDS
A. Confidentiality
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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 are otherwise publicly available at the time of disclosure
or are subject to disclosure by Local Agency under CORA. Local Agency shall not, without prior written
approval of the State, use for Local Agency's own benefit, publish, copy, or otherwise disclose to any
third party, or permit the use by any third party for its benefit or to the detriment of the State, any State
Records, except as otherwise stated in this Agreement. Local Agency shall provide for the security of
all State Confidential Information in accordance with all policies promulgated by the Colorado Office
of Information Security and all applicable laws, rules, policies, publications, and guidelines. Local
Agency shall immediately forward any request or demand for State Records to the State's principal
representative.
B. Other Entity Access and Nondisclosure Agreements
Local Agency may provide State Records to its agents, employees, assigns and Subcontractors as
necessary to perform the Work, but shall restrict access to State Confidential Information to those agents,
employees, assigns and Subcontractors who require access to perform their obligations under this
Agreement. Local Agency shall ensure all such agents, employees, assigns, and Subcontractors sign
nondisclosure agreements with provisions at least as protective as those in this Agreement, and that the
nondisclosure agreements are in force at all times the agent, employee, assign or Subcontractor has
access to any State Confidential Information. Local Agency shall provide copies of those signed
nondisclosure agreements to the State upon request.
C. Use, Security, and Retention
Local Agency shall use, hold and maintain State Confidential Information in compliance with any and
all applicable laws and regulations in facilities located within the United States, and shall maintain a
secure environment that ensures confidentiality of all State Confidential Information wherever located.
Local Agency shall provide the State with access, subject to Local Agency's reasonable security
requirements, for purposes 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 it will
guarantee the confidentiality of, and cease to use, such State Confidential Information.
D. Incident Notice and Remediation
If Local Agency becomes aware of any Incident, it shall notify the State immediately and cooperate with
the State regarding recovery, remediation, and the necessity to involve law enforcement, as determined
by the State. Unless Local Agency can establish that none of Local Agency or any of its agents,
employees, assigns or Subcontractors are the cause or source of the Incident, Local Agency shall be
responsible for the cost of notifying each person who may have been impacted by the Incident. After an
Incident, Local Agency shall take steps to reduce the risk of incurring a similar type of Incident in the
future as directed by the State, which may include, but is not limited to, developing and implementing a
remediation plan that is approved by the State at no additional cost to the State.
11. CONFLICT OF INTEREST
A. Actual Conflicts oflnterest
Local Agency shall not engage in any business or activities, or maintain any relationships that conflict
in any way with the full performance of the obligations of Local Agency under this Agreement. Such a
conflict ofinterest 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 to the State's interests. Absent the State's prior written approval, Local Agency
shall refrain from any practices, activities or relationships that reasonably appear to be in conflict with
the full performance of Local Agency's obligations under this Agreement.
C. Disclosure to the State
If a conflict or the appearance of a conflict arises, or if Local Agency is uncertain whether a conflict or
the appearance of a conflict has arisen, Local Agency shall submit to the State a disclosure statement
setting forth the relevant details for the State's consideration. Failure to promptly submit a disclosure
statement or to follow the State's direction in regard to the actual or apparent conflict constitutes a breach
of this Agreement.
12. INSURANCE
Local Agency shall obtain and maintain, and ensure that each Subcontractor shall obtain and maintain,
insurance as specified in this section at all times during the tenn of this Agreement. All insurance policies
required by this Agreement that are not provided through self-insurance shall be issued by insurance companies
with an AM Best rating of A-VIII or better.
A. Local Agency Insurance
Local Agency is a "public entity" within the meaning of the Colorado Governmental Immunity Act, §24-
10-101, el 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 tenns of this Agreement, such liability insurance, by commercial policy
or self-insurance, as is necessary to meet the Subcontractor's obligations under the GIA. Local Agency
shall ensure that each Subcontractor that is not a public entity within the meaning of the GIA, maintains
at all times during the terms of this Agreement all of the following insurance policies:
i. Workers' Compensation
Workers' compensation insurance as required by stale statute, and employers' liability insurance
covering all Local Agency or Subcontractor employees acting within the course and scope of their
employment.
ii. General Liability
Commercial general liability insurance written on an Insurance Services Office occurrence form,
covering premises operations, fire damage, independent contractors, products and completed
operations, blanket contractual liability, personal injury, and advertising liability with minimum
limits as follows:
a. $1,000,000 each occurrence;
b. $1,000,000 general aggregate;
c. $1,000,000 products and completed operations aggregate; and
d. $50,000 any 1 fire.
iii. Automobile Liability
Automobile liability insurance covering any auto (including owned, hired and non-owned autos)
with a minimum limit of S 1,000,000 each accident combined single limit.
iv. Protected lnfonnation
Liability insurance covering all loss of State Confidential Information, such as PII, PHI, PCI, Tax
Information, and CJI, and claims based on alleged violations of privacy rights through improper use
or disclosure of protected information with minimum limits as follows:
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a. $1,000,000 each occurrence; and
b. $2,000,000 general aggregate.
v. Professional Liability Insurance
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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. S 1,000,000 each occurrence; end
b. $1,000,000 general aggregate.
vi. Crime Insurance
Crime insurance including employee dishonesty coverage with minimum limits as follows :
a. S 1,000,000 each occurrence; and
b. $1,000,000 general aggregate.
C. Additional Insured
The State shell 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 10 days prior written 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 State in accordance with §16 within 7 days
of Local Agency's receipt of such notice.
F. Subrogation Waiver
All commercial insurance policies secured or maintained by Local Agency or its Subcontractors in
relation to this Agreement shall include clauses stating that each carrier shall waive all rights of recovery
under subrogation or otherwise against Local Agency or the State, its agencies, institutions,
organizations, officers, agents, employees, and volunteers.
G. Certificates
For each commercial insurance plan provided by Local Agency under this Agreement, Local Agency
shall provide to the State certificates evidencing Local Agency's insurance coverage required in this
Agreement within 7 Business Days following the Effective Date. Local Agency shall provide to the State
certificates evidencing Subcontractor insurance coverage required under this Agreement within 7
Business Days following the Effective Date, except that, if Local Agency's subcontract is not in effect
as of the Effective Date, Local Agency shall provide to the State certificates showing Subcontractor
insurance coverage required under this Agreement within 7 Business Days following Local Agency's
execution of the subcontract. No later than 15 days before the expiration date of Local Agency's or any
Subcontractor's coverage, Local Agency shall deliver to the State certificates of insurance evidencing
renewals of coverage. At any other time during the term of this Agreement, upon request by the State,
Local Agency shall, within 7 Business Days following the request by the State, supply to the State
evidence satisfactory to the State of compliance with the provisions of this §12.
13. BREACH
A. Defined
The failure of a Party to perform any of its obligations in accordance with this Agreement, in whole or
in pert or in a timely or satisfactory manner, shall be a breach. The institution of proceedings under any
bankruptcy, insolvency, reorganization or similar law, by or against Local Agency, or the appointment
of a receiver or similar officer for Local Agency or any of its property, which is not vacated or fully
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stayed within 30 days after the institution of such proceeding, shall also constitute a breach.
B. Notice and Cure Period
In the event of a breach, the aggrieved Party shall give written notice of breach to the other Party. If the
notified Party does not cure the breach, at its sole expense, within 30 days after the delivery of written
notice, the Party may exercise any of the remedies as described in §14 for that Party. Notwithstanding
any provision of this Agreement to the contrary, the State, in its discretion, need not provide notice or a
cure period and may immediately terminate this Agreement in whole or in part or institute any other
remedy in the Agreement in order to protect the public interest of the State.
14. REMEDIES
A. State's Remedies
If Local Agency is in breach under any provision of this Agreement and fails to cure such breach, the
State, following the notice and cure period set forth in §13.B, shall have all of the remedies listed in this
§14.A. in addition to all other remedies set forth in this Agreement or at law. The State may exercise any
or all of the remedies available to it, in its discretion, concurrently or consecutively.
i. Termination for Breach
In the event of Local Agency's uncured breach, the State may terminate this entire Agreement or
any part of this Agreement. Local Agency shall continue performance of this Agreement to the
extent not terminated, if any.
a. Obligations and Rights
To the extent specified in any termination notice, Local Agency shall not incur further
obligations or render further performance past the effective date of such notice, and shall
terminate outstanding orders and subcontracts with third parties. However, Local Agency shall
complete and deliver to the State all Work not cancelled by the termination notice, and may
incur obligations as necessary to do so within this Agreement's terms. At the request of the
State, Local Agency shall assign to the State all of Local Agency's rights, title, and interest in
and to such terminated orders or subcontracts. Upon termination, Local Agency shall take
timely, reasonable and necessary action to protect and preserve property in the possession of
Local Agency but in which the State has an interest. At the State's request, Local Agency shall
return materials owned by the State in Local Agency's possession atthe 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 Stale shall only pay Local Agency for accepted
Work received as of the date oftennination. If, after termination by the State, the State agrees
that Local Agency was not in breach or that Local Agency's action or inaction was excusable,
such termination shall be treated as a termination in the public interest, and the rights and
obligations of the Parties shall be as if this Agreement had been terminated in the public interest
under§2.C.
c. Damages and Withholding
Notwithstanding any other remedial action by the State, Local Agency shall remain liable to
the State for any damages sustained by the State in connection with any breach by Local
Agency, and the State may withhold payment to Local Agency for the purpose of mitigating
the State's damages until such time as the exact amount of damages due to the State from Local
Agency is determined. The State may withhold any amount that may be due Local Agency as
the State deems necessary to protect the State against loss including, without limitation, loss as
a result of outstanding liens and excess costs incurred by the State in procuring from third
parties replacement Work as cover.
ii. Remedies Not Involving Termination
The State, in its discretion, may exercise one or more of the following additional remedies:
a. Suspend Perfonnance
Suspend Local Agency's performance with respect to all or any portion of the Work pending
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corrective action as specified by the State without entitling Local Agency to an adjustment in
price or cost or an adjustment in the performance schedule. Local Agency shall promptly cease
performing Work and incurring costs in accordance with the State's directive, and the State
shall not be liable for costs incurred by Local Agency after the suspension of performance.
b. Withhold Payment
Withhold payment to Local Agency until Local Agency corrects its Work.
c. Deny Payment
Deny payment for Work not performed, or that due to Local Agency's actions or inactions,
cannot be performed or if they were performed are reasonably 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 otherwise unacceptable or whose continued relation lo this Agreement is deemed
by the State to be contrary to the public interest or the State's best interest.
e. Intellectual Property
If any Work infringes a patent, copyright, trademark, trade secret, or other intellectual property
right, Local Agency shall, as approved by the State (a) secure that r ight to use such Work for
the State or Local Agency; (b) replace the Work with noninfringing Work or modify the Work
so that it becomes noninfringing; or, (c) remove any infringing Work and refund the amount
paid for such Work to the State.
B. Local Agency's Remedies
If the State is in breach of any provision of this Agreement and does not cure such breach, Local Agency,
following the notice and cure period in §13.B and the dispute resolution process in §15 shall have all
remedies available at law and equity.
15. DISPUTE RESOLUTION
A. Initial Resolution
Except as herein specifically provided otherwise, disputes concerning the performance of this Agreement
which cannot be resolved by the designated Agreement representatives shall be referred in writing to a
senior departmental management staff member designated by the State and a senior manager designated
by Local Agency for resolution .
B. Resolution of Controversies
If the initial resolution described in § 15.A fails to resolve the dispute within 10 Business Days,
Contractor shall submit any alleged breach of this Contract by the State to the Procurement Official of
COOT as described in §24• IO 1-301 (30), C.R.S. forresolution in accordance with the provisions of§ §24·
106-109, 24-109-101.1, 24-109-101.5, 24-109-106, 24-109-107, 24-109-201 through 24-109-206, and
24-109-501 through 24-109-505, C.R.S., (the "Resolution Statutes"), except that if Contractor wishes to
challenge any decision rendered by the Procurement Official, Contractor's challenge shall be an appeal
to the executive director of the Department of Personnel and Administration, or their delegate, under the
Resolution Statutes before Contractor pursues any further action as permitted by such statutes. Except
as otherwise stated in this Section, all requirements of the Resolution Statutes shall apply including,
without limitation, time limitations .
16. NOTICES AND REPRESENTATIVES
Each individual identified below shall be the principal representative of the designating Party. All notices
required or permitted to be given under this Agreement shall be in writing, and shall be delivered (i) by hand
with receipt required, (ii) by certified or registered mail to such Party's principal representative at the address
set forth below or (iii) as an email with read receipt requested to the principal representative at the email address,
if any, set forth below. If a Party delivers a notice to another through email and the ema il is undeliverabl e, then,
unless the Party has been provided with an alternate email contact, the Party delivering the notice shall deliver
the notice by hand with receipt required or by certified or registered mail to such Party's principal representative
at the address set forth below. Either Party may change its principal representative or principal representative
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contact information by notice submitted in accordance with this §16 without a fonnal amendment to this
Agreement. Unless otherwise provided in this Agreement, notices shall be effective upon delivery of the written
notice.
For the State
Colorado Department of Transportation (CDOT)
Cathy Cole, Local Agency Coordinator
COOT -RI Local Agency Unit
2829 W. Howard Pl, 2nd Floor
Denver, CO 80204
303-5 t 2-4090
Cathy.Cole@state.co.us
For the Local Agency
CITY OF ENGLEWOOD
John Voboril, Planner II
I 000 Englewood Parkway
Englewood, CO 80 I I 0
303-783-6820
jvoboril@englewoodco.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 with the State at the
time, Local Agency shall execute applications, assignments, and other documents, and shall render all
other reasonable assistance requested by the State, to enable the State to secure patents, copyrights,
licenses and other intellectual property rights related to the Work Product. The Parties intend the Work
Product to be works made for hire.
i. Copyrights
To the extent that the Work Product (or any portion of the Work Product) would not be considered
works made for hire under applicable law, Local Agency hereby assigns to the State, the entire right,
title, and interest in and to copyrights in all Work Product and all works based upon, derived from,
or incorporating the Work Product; all copyright applications, registrations, extensions, or renewals
relating to all Work Product and all works based upon, derived from, or incorporating the Work
Product; and all moral rights or similar rights with respect to the Work Product throughout the world .
To the extent that Local Agency cannot make any of the assignments required by this section, Local
Agency hereby grants to the State a perpetual, irrevocable, royalty-free license to use, modify, copy,
publish, display, perform, transfer, distribute, sell, and create derivative works of the Work Product
and all works based upon, derived from, or incorporating the Work Product by all means and
methods and in any format now known or invented in the future. The State may assign and license
its rights under this license.
ii. Patents
In addition, Local Agency grants to the State (and to recipients of Work Product distributed by or
on behalf of the State) a perpetual, worldwide, no-charge, royalty-free, irrevocable patent license to
make, have made, use, distribute, sell, offer for sale, import, transfer, and otherwise utilize, operate,
modify and propagate the contents of the Work Product. Such license applies only to those patent
claims licensable by Local Agency that are necessarily infringed by the Work Product alone, or by
the combination of the Work Product with anything else used by the State.
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B. Exclusive Property of the State
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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 $IO0,000 or greater, either on the
Effective Date or at anytime thereafter, this §19 shall apply. Local Agency agrees to be governed by and comply
with the provisions of §24-102-205, §24-102-206, §24-103-601, §24-I03.5-I0I and §24-105-102 C.R.S.
regarding the monitoring of vendor performance and the reporting of contract performance information in the
State's contract management system ("Contract Management System" or "CMS"). Local Agency's
performance shall be subject to evaluation and review in accordance with the terms and conditions of this
Agreement, Colorado statutes governing CMS, and State Fiscal Rules and State Controller policies.
20. GENERAL PROVISIONS
A. Assignment
Local Agency's rights and obligations under this Agreement are personal and may not be transferred or
assigned without the prior, written consent of the State. Any attempt at assignment or transfer without
such consent shall be void. Any assignment or transfer of Local Agency's rights and obligations
approved by the State shall be subject to the provisions of this Agreement
B. Subcontracts
Local Agency shall not enter into any subcontract in connection with its obligations under this
Agreement without the prior, written approval of the State. Local Agency shall submit to the State a
copy of each such subcontract upon request by the State. All subcontracts entered into by Local Agency
in connection with this Agreement shall comply with all applicable federal and state laws and
regulations, shall provide that they are governed by the laws of the State of Colorado, and shall be subject
to all provisions of this Agreement.
C. Binding Effect
Except as otherwise provided in §20.A. all provisions of this Agreement, including the benefits and
burdens, shall extend to and be binding upon the Parties' respective successors and assigns.
D. Authority
Each Party represents and warrants to the other that the execution and delivery of this Agreement and
the performance of such Party's obligations have been duly authorized.
E. Captions and References
The captions and headings in this Agreement are for convenience of reference only, and shall not be
used to interpret, define, or limit its provisions. All references in this Agreement to sections (whether
spelled out or using the § symbol), subsections, exhibits or other attachments, are references to sections,
subsections, exhibits or other attachments contained herein or incorporated as a part hereof, unless
otherwise noted.
F. Counterparts
This Agreement may be executed in multiple, identical, original counterparts, each of which shall be
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deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.
G. Entire Understanding
This Agreement represents the complete integration of all understandings between the Parties related to
the Work, and all prior representations and understandings related to the Work, oral or written, are
merged into this Agreement. Prior or contemporaneous additions, deletions, or other changes to this
Agreement shall not have any force or effect whatsoever, unless embodied herein.
H. Jurisdiction and Venue
All suits or actions related to this Agreement shall be filed and proceedings held in the State of Colorado
and exclusive venue shall be in the City and County of Denver.
I. Modification
Except as otherwise provided in this Agreement, any modification to this Agreement shall only be
effective if agreed to in a fonnal amendment to this Agreement, properly executed and approved in
accordance with applicable Colorado State law and State Fiscal Rules. Modifications pennitted under
this Agreement, other than contract amendments, shall confonn to the policies promulgated by the
Colorado State Controller.
J. Statutes, Regulations, Fiscal Rules, and Other Authority.
Any reference in this Agreement to a statute, regulation, State Fiscal Rule, fiscal policy or other authority
shall be interpreted to refer to such authority then current, as may have been changed or amended since
the Effective Date of this Agreement.
K. Order of Precedence
In the event of a conflict or inconsistency between this Agreement and any exhibits or attachment such
conflict or inconsistency shall be resolved by reference to the documents in the following order of
priority:
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 unenforceability of any provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain in full force and effect,
provided that the Parties can continue to perform their obligations under this Agreement in accordance
with the intent of the Agreement.
M. Survival of Certain Agreement Terms
Any provision of this Agreement that imposes an obligation on a Party after termination or expiration of
the Agreement shall survive the tennination or expiration of the Agreement and shall be enforceable by
the other Party.
N. Truces
The State is exempt from federal excise taxes under l.R.C. Chapter 32 (26 U.S.C., Subtitle D, Ch. 32)
(Federal Excise Truc 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 truces that Local Agency may wish to have in place in connection with this Agreement.
N. Third Party Beneficiaries
Except for the Parties' respective successors and assigns described in §20.C, this Agreement does not
and is not intended to confer any rights or remedies upon any person or entity other than the Parties.
Enforcement of this Agreement and all rights and obligations hereunder are reserved solely to the Parties.
Any services or benefits which third parties receive as a result of this Agreement are incidental to the
Agreement, and do not create any rights for such third parties.
0. Waiver
A Party's failure or delay in exercising any right, power, or privilege under this Agreement, whether
explicit or by Jack of enforcement, shall not operate as a waiver, nor shall any single or partial exercise
of any right, power, or privilege preclude any other or further exercise of such right, power, or privilege.
P. CORA Disclosure
To the extent not prohibited by federal law, this Agreement and the performance measures and standards
required under §24-103.5-101 C.R.S., if any, are subject to public release through the CORA.
Q. Standard and Manner of Performance
Local Agency shall perform its obligations under this Agreement in accordance with the highest
standards of care, skill and diligence in Local Agency's industry, trade, or profession.
R. Licenses, Permits, and Other Authorizations.
Local Agency shall secure, prior to the Effective Date, and maintain at all times during the term of this
Agreement, at its sole expense, all licenses, certifications, permits, and other authorizations required to
perform its obligations under this Agreement, and shall ensure that all employees, agents and
Subcontractors secure and maintain at all times during the term of their employment, agency or
subcontract, all license, certifications, permits and other authorizations required to perform their
obligations in relation to this Agreement.
21, COLORADO SPECIAL PROVISIONS
These Special Provisions apply to all contracts except where noted in italics.
A. CONTROLLER'S APPROVAL. §24-30-202(1), C.R.S.
This Agreement shall not be valid until it has been approved by the Colorado State Controller or
designee.
B. FUND AVAILABILITY. §24-30-202(5.5), C.R.S.
Financial obligations of the State payable after the current State Fiscal Year are contingent upon funds
for that purpose being appropriated, budgeted, and otherwise made available.
C. GOVERNMENTAL IMMUNITY.
No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied,
of any of the immunities, rights, benefits, protections, or other provisions, of the Colorado Governmental
Immunity Act, §24-10-101 et seq. C.R.S., or the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and
28 U.S.C. 1346(b).
D. INDEPENDENT CONTRACTOR
Local Agency shall perform its duties hereunder as an independent contractor and not as an employee .
Neither Local Agency nor any agent or employee of Local Agency shall be deemed to be an agent or
employee of the State. Local Agency and its employees and agents are not entitled to unemployment
insurance or workers compensation benefits through the State and the State shall not pay for or otherwise
provide such coverage for Local Agency or any of its agents or employees . Unemployment insurance
benefits will be available to Local Agency and its employees and agents only if such coverage is made
available by Local Agency or a third party. Local Agency shall pay when due all applicable employment
taxes and income taxes and local head truces incurred pursuant to this Agreement. Local Agency shall
not have authorization, express or implied, to bind the State to any agreement, liability or understanding,
except as expressly set forth herein. Local Agency shall (i) provide and keep in force workers'
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compensation and unemployment compensation insurance in the amounts required by law, (ii) provide
proof thereof when requested by the State, and (iii) be solely responsible for its acts and those of its
employees and agents.
E. COMPLIANCE WITH LAW.
Local Agency shall strictly comply with all applicable federal and State laws, rules, and regulations in
effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair
employment practices.
F. CHOICE OF LAW.
Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation,
execution, and enforcement of this Agreement. Any provision included or incorporated herein by
reference which conflicts with said laws, rules, and regulations shall be null and void. Any provision
incorporated herein by reference which purports to negate this or any other Special Provision in whole
or in part shall not be valid or enforceable or available in any action at law, whether by way of complaint,
defense, or otherwise. Any provision rendered null and void by the operation of this provision shall not
invalidate the remainder of this Agreement, to the extent capable of execution.
G. BINDING ARBITRATION PROHIBITED.
The State of Colorado does not agree to binding arbitration by any extra-judicial body or person. Any
provision to the contrary in this Agreement or incorporated herein by reference shall be null and void.
H. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00.
State or other public funds payable under this Agreement shall not be used for the acquisition, operation,
or maintenance of computer software in violation of federal copyright laws or applicable licensing
restrictions. Local Agency hereby certifies and warrants that, during the tenn of this Agreement and any
extensions, Local Agency has and shall maintain in place appropriate systems and controls to prevent
such improper use of public funds. If the State detennines that Local Agency is in violation of this
provision, the State may exercise any remedy available at law or in equity or under this Agreement,
including, without limitation, immediate termination of this Agreement and any remedy consistent with
federal copyright laws or applicable licensing restrictions.
I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and 24 -50-507,
C.R.S.
The signatories aver that to their knowledge, no employee of the State has any personal or beneficial
interest whatsoever in the service or property described in this Agreement. Local Agency has no interest
and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the
perfonnance of Local Agency's services and Local Agency shall not employ any person having such
known interests.
22. FEDERAL REQUIREMENTS
Local Agency and/or their contractors, subcontractors, and consultants shall at all times during the execution
of this Agreement strictly adhere to, and comply with, all applicable federal and State laws, and their
implementing regulations, as they currently exist and may hereafter be amended. A summary of applicable
federal provisions are attached hereto as Exhibit F, Exhibit I, Exhibit J, Exhibit Kand Exhibit Mare
hereby incorporated by this reference.
23. DISADVANTAGED BUSINESS ENTERPRISE (DBE)
Local Agency will comply with all requirements of Exhibit G and Local Agency Contract Administration
Checklist regarding DBE requirements for the Work, except that if Local Agency desires to use its own DBE
program to implement and administer the DBE provisions of 49 C.F.R. Part 26 under this Agreement, it must
submit a copy of its program's requirements to the State for review and approval before the execution of this
Agreement. If Local Agency uses any State-approved DBE program for this Agreement, Local Agency shall
be solely responsible to defend that DBE program and its use of that program against all legal and other
challenges or complaints, at its sole cost and expense. Such responsibility includes, without limitation,
detenninations concerning DBE eligibility requirements and certification, adequate legal and factual bases for
DBE goals and good faith efforts. State approval (if provided) of Local Agency's DBE program does not
waive or modify the sole responsibility of Local Agency for use of its program.
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24. DISPUTES
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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 furnishes to
the State 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 Agreement in accordance with the Chief Engineer's decision. The decision of
the Executive Director or his duly authorized representative for the determination of such appeals shall be
final and conclusive and serve as final agency action. This dispute clause does not preclude consideration of
questions oflaw in connection with decisions provided for herein. Nothing in this Agreement, however, shall
be construed as making final the decision of any administrative official, representative, or board on a question
oflaw.
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Exhibit A-STATEMENT OF WORK
SCOPE OF WORK
STU M395-018
22846
City of Englewood ~ Oxford Avenue: First & Last Mile Connections
Oxford Avenue will be reconfigured with dedicated bicycle lanes and sharrow markings
from Oxford LRT Station to S Clarkson Street. Additional bicycle parking will be installed
at the Oxford LRT Station. Procedures will be established for obtaining "before and
after'' travel habit information, and pre-and/or post surveys will be conducted or routine
tracking procedures implemented. This project will provide a true last mile to transit
dedicated bicycle facility that enhances bicyclist safety and comfort for the purpose of
encouraging increased bicycle ridership to the Oxford LRT Station, while reducing the
number of automobile trips to the station or to Downtown Denver.
EXHIBIT B, SAMPLE OPTION LETTER
State Agency Option Letter Number
Department of Transportation ZOPTLETNUM
Local Agency Agreement Routing Number
ZVENDORNAME ZSMARTNO
Agreement Maximum Amount
Initial term
State Fiscal Year ZFYY _ I SZFYA_l
Extension terms Agreement Effective Date
State Fiscal Year ZFYY 2 $ZFYA_2 The later of the effective date or ZST ARTDATEX
State Fiscal Year ZFYY-3 $ZFYA_3
State Fiscal Year ZFYY-4 SZFYA 4
State Fiscal Year ZFYY) SZFYA) Current Agreement Expiration Date
Total for all state fiscal years $ ZTERMDATEX
ZPERSVC_MAX
AMOUNT
I.OPTIONS:
A. Option to extend for an Extension Term
B. Option to unilaterally authorize the Local Agency to begin a phase which may include Design, Construction,
Environmental, Utilities, ROW incidentals or Miscellaneous ONLY ( does not apply to Acquisition/Relocation
or Railroads) and to update encumbrance amounts(a new Exhibit C must be attached with the option letter and
shall be labeled C-1, future changes for this option shall be labeled as follows: C-2, C-3, C-4, etc.).
C. Option to unilaterally transfer funds from one phase to another phase (a new Exhibit C must be attached with
the option letter and shall be labeled C-1, future changes for this option shall be labeled as follows: C-2, C-3,
C-4, etc.).
D. Option to unilaterally do both A and B (a new Exhibit C must be attached with the option letter and shall be
labeled C-1, future changes for this option shall be labeled as follows: C-2, C-3, C-4, etc.).
E. Option to update a Phase Performance Period and/or Modify 0MB Uniform Guidance Information.
2, REQUIRED PROVISIONS:
Option A
In accordance with Section 2, C of the Original Agreement referenced above, the State hereby exercises its option for an
additional term, beginning on (insert dale) and ending on the current contract expiration date shown above, under the same
funding provisions stated in the Original Contract Exhibit C, as amended.
Option B
In accordance with Section 7, E of the Original Agreement referenced above, the State hereby excerises its option to
authorize the Local Agency to begin a phase that will include (describe which phase will be added and include all that
apply -Design, Construction, Environmental, Utilities, ROW incidentals or Miscellaneous) and to encumber previously
budgeted funds for the phase based upon changes in funding availability and authorization . The encumbrance for(Design,
Construe/ion. Environmental, Utilities, ROW incidentals or Miscellaneous)is (insert dollars here). A new Exhibit C-1 is
made part of the original Agreement and replaces Exhibit C. (The following is a NOTE only, please delete when using this
option. Future changes for this option/or Exl,ibit C shall be fabled as follows: C-2, C-3, C-4, etc.).
OptionC
In accordance with Section 7, E of the Original Agreement referenced above, the State hereby excerises its option to
authorize the Local Agency to transfer funds from (describe phase from whichfimds will be moved) to (describe phase lo
Exhibit B -Page I of 2
whichfimds will be moved) based on variance in actual phase costs and original phase estimates. A new Exhibit C-1 is
made part of the original Agreement and replaces Exhibit C.
Option D
In accordance with Section 7, E of the Original Agreement referenced above, the State hereby excerises its option to
authorize the Local Agency to begin a phase that will include (describe which phase will be added and include all that
apply -Design, Construction, Environmental, Utilities, ROW incidentals or Miscellaneous); 2) to encumber funds forthe
phase based upon changes in funding availability and authorization; and 3) to transfer funds from (describe phase.from
which funds will be moved) to (describe phase lo which funds will be moved) based on variance in actual phase costs and
original phase estimates. A new Exhibit C-1 is made part of the original Agreement and replaces ExhibitC.
([he following language m11st be included on ALL options):
The Agreement Maximum Amount table on the Contract's Signature and Cover Page is hereby deleted and replaced with
the Current Agreement Maximum Amount table shown above.
Option E
In accordance with Section 7, E of the Original Agreement referenced above, the State hereby excerises its option to
authorize the Local Agency to update a Phase Perfonnance Period and/or Modify 0MB Unifonn Guidance Infonnation. 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 of Colorado:
John W. Hickenlooper, Governor
By:. ___________________ D.ate: _______ _
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 of Colorado is not obligated to pay the
Local Agency for such performance or for any goods and/or services provided hereunder.
State Controller
Robert Jaros, CPA, MBA, JD
By: ___________ _
Date: _____________ _
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EXHIBIT C-FUNDING PROVISIONS
A. Cost of Work Estimate
STU M395-018 (22846)
Th L IA h d h e oca ,2encv as estimate t e tote cost e or· to e ' , w 1c 1s to e un e as o ows: th W k b $l05 252 00 h. h. b fi d d fi II
1. BUDGETED FUNDS
a. Federal Funds $87,139.00
(82.79¾ of Participating Costs)
b. Local Agency Matching Funds $18,ttJ.00
(17.21¾ of Participating Costs)
TOTAL BUDGETED FUNDS $105,252.00
2. 0MB UNIFORM GUIDANCE
a. Federal Award Identification Number (FAIN): TBD
b. Federal Award Date (also Phase Perfonnance Start Date): See Below
c. Amount ofFederal Funds Obligated: $0.00
d. Total Amount ofFederal Award: $87,139.00
e. Name of Federal Awarding Agency: FHWA
r. CFDA# -Highway Plarming and Construction CFDA20.205
g . Is the Award for R&D? No
h. Indirect Cost Rate (if aoolicable) NIA
3. ESTIMATED PAYMENT TO LOCAL AGENCY
a. Federal Funds Budgeted $87,139 .00
b. Less Estimated Federal Share of COOT-Incurred Costs $0.00
TOTAL ESTIMATED PAYMENT TO LOCAL AGENCY $87,139.00
4. FOR COOT ENCUMBRANCE PURPOSES
a. Total Encumbrance Amount $105 ,252.00
b. Less ROW Acauisition 3 I l I and/or ROW Relocation 3109 $0.00
Net to be encumbered as follows : $105,252.00
Note: No funds are currently available. Additional funds will become available after execution of an Option
letter (Exhibit B) or formal Amendment
Perrormance Period Start*/End Date
WBS Element 22846.10.50 TBD I TBD Misc . 3404 $0.00
WBS Element 22846.20.10 TBD I TBD Const. 3301
$0.00
"The Local Agency should not begin work until all three or the following are In place:
1) Phase Performance Period Start Date; 2) The execution of the document encumbering funds for the respective phase; and
3) Local Agency receipt of the official Nollce to Proceed. Any walk performed before these three mlle&tones are achieved will not be reimbursable.
Exhibit C -Page 1 of2
B. Matching Funds
The matching ratio for the federal participating funds for this Work is 82.79% federal-aid funds to 17.21% Local
Agency funds, it being understood that such ratio applies only to the $105,252.00 that is eligible for federal
participation, it being further understood that all non-participating costs are borne by the Local Agency at 100%. If the
total participating cost of performance of the Work exceeds $105,252.00, and additional federal funds are made
available for the Work, the Local Agency shall pay 17.21 % of all such costs eligible for federal participation and
100% of all non-participating costs; if additional federal funds are not made available, the Local Agency shall pay all
such excess costs. If the total participating cost of performance of the Work is less than $105,252.00, then the amounts
of Local Agency and federal-aid funds will be decreased in accordance with the funding ratio described herein. The
performance of the Work shall be at no cost to the State.
C. Maximum Amount Payable
The maximum amount payable to the Local Agency under this Agreement shall be $87,139.00 (for CDOT accounting
purposes, the federal funds of$87,139.00 and the Local Agency matching funds of$18,113.00 will be encumbered for
a total encumbrance of$105,252.00), unless such amount is increased by an appropriate written modification to this
Agreement executed before any increased cost is incurred. It is understood and agreed by the parties hereto that the
total cost of the Work stated hereinbefore is the best estimate available, based on the design data as approved at the
time of execution of this Agreement, and that such cost is subject to revisions (in accord with the procedure in the
previous sentence) agreeable to the parties prior to bid and award.
The maximum amount payable shall be reduced without amendment when the actual amount of the Local Agency's
awarded contract is less than the budgeted total of the federal participating funds and the Local Agency matching
funds. The maximum amount payable shall be reduced through the execution of an Option Letter as described in
Section 7. E. of this contract.
D. Single Audit Act Amendment
All state and local government and non-profit organizations receiving more than $750,000 from all funding sources
defined as federal financial assistance for Single Audit Act Amendment purposes shall comply with the audit
requirements of2 CFR part 200, subpart F (Audit Requirements) see also, 49 C.F.R. 18.20 through 18.26. The Single
Audit Act Amendment requirements applicable to the Local Agency receiving federal funds are as follows:
i. Expenditure Jess than $750,000
If the Local Agency expends less than $750,000 in Federal funds (all federal sources, not just Highway
funds) in its fiscal year then this requirement does not apply.
ii. Expenditure of $750,000 or more-Highway Funds Only
If the Local Agency expends $750,000 or more, in Federal funds, but only received federal Highway
funds (Catalog ofFederal Domestic Assistance, CFDA 20.205) then a program specific audit shall be
performed. This audit will examine the "financial" procedures and processes for this program area.
iii. Expenditure of $750,000 or more-Multiple Funding Sources
If the Local Agency expends $750,000 or more in Federal funds, and the Federal funds are from multiple
sources (FTA, HUD, NPS, etc.) then the Single Audit Act applies, which is an audit on the entire
organization/entity.
iv. Independent CPA
Single Audit shall only be conducted by an independent CPA, not by an auditor on staff. An audit is an
allowable direct or indirect cost.
Exhibit C -Page 2 of2
EXHIBIT D, LOCAL AGENCY RESOLUTION
NOT APPLICABLE
Exhibil D
EXHIBIT E
LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST
The following checklist has been developed to ensure that all required aspects of a
project approved for Federal funding have been addressed and a responsible party
assigned for each task.
After a project has been approved for Federal funding in the Statewide Transportation
Improvement Program, the Colorado Department of Transportation (COOT) Project
Manager, Local Agency Project Manager, and COOT Resident Engineer prepare the
checklist. It becomes a part of the contractual agreement between the Local Agency
and COOT. The 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.
xvii
Exhibit E --Page 1 of 5
COLORADO DEPARTMENT OF TRANSPORTATION
LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST
Project No. STIP No. Project Code Region
STU M395.018 SR17012.044 22846 01
Project location Date
Oxford Avenue between S. Clarkson St and Oxford LRT Station 10/02/2018
Project Description
Oxford Ave: First & last mile Connections
Local Agency Local Agency Project Manager
Cltv of Enalewood John Voborll, Planner II
COOT Resident Engineer COOT Project Manager
Marla Ha]laghaee Cathy Cole
INSTRUCTIONS:
This checklist shall be utilized to establish the contract administration responsibilities of the individual parties to this agreement.
The checklist becomes an attachment to the Local Agency agreement. Section numbers correspond to the applicable chapters
of the COOT Local Agency Manual.
The checklist shall be prepared by placing an "X" under the responsible party, opposite each of the tasks. The •x• denotes the
party responsible for initiating and executing the task. Only one responsible party should be selected. When neither COOT nor
the local Agency is responsible for a task, not applicable (NA) shall be noted. In addition, a '#" will denote that COOT must
concur or approve.
Tasks that will be performed by Headquarters staff will be indicated. The Regions, in accordance with established policies and
procedures, will detennine who will perform 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 submitted to the Region Program Engineer. If contract administration responsibilities change, the
COOT Resident Engineer, in cooperation with the local Agency Project Manager, will prepare and distribute a revised checklist.
Note:
Failure to comply with applicable Federal and State requirements may result in the loss of Federal or State participation in
fundina.
RESPONSIBLE
NO. DESCRIPTION OF TASK PARTY
LA COOT
TIP/ STJP AND LONG-RANGE PLANS
2.1 Review Proiect to ensure It is consistent with STIP and amendments thereto X
FEDERAL FUNDING OBLIGATION AND AUTHORIZATION
4.1 Authorize funding by phases (CDOT Fonn 418 • Federal-aid Program Data. Requires FHWA X
concurrence/Involvement)
PROJECT DEVELOPMENT
5.1 Precare Desian Data -COOT Form 463 X
5.2 Prepare Local Aaencv/CDOT Inter-Governmental Aareement (see also Chapter 31 X
5.3 Conduct Consultant Selection/Execute Consultant Agreement
• Project Development X
• Construction Contract Administration (including Fabrication Inspection Services) X
5.4 Conduct Desian ScoPina Review Meetina X
5.5 Conduct Public Involvement X
5.6 Conduct Field Inspection Review (FIR) X
5.7 Conduct Environmental Processes (may require FHWA concurrence/Involvement} X #
5.8 Acouire Riahl•of-Wav lmav reauire FHWA concurrence/Involvement) X #
5.9 Obtain Utility and Railroad Aareements X #
COOT Fann 1243 3/16 Page 1 of 4
Previous editions are obsolete and may not be used.
Exhibit E -Page 2 of 5
RESPONSIBLE
NO. DESCRIPTION OF TASK PARTY
LA COOT
5.10 Conduct Final Office Review (FOR) X
5.11 Justifv Force Account Work bv the Local Aaencv X #
5.12 Justify Proprietarv, Sole Source, or Local Aaencv Furnished Items X #
5.13 Document Desian Exceotions -CDOT Form 464 X #
5.14 Prepare Plans Specifications Construction Cost Estimates and Submittals X
5.15 Ensure Authorization of Funds for Construction X
PROJECT DEVELOPMENT CIVIL RIGHTS AND LABOR COMPLIANCE
6.1 Set Disadvantaged Business Enterprise (DBE) Goals for Consultant and Construction X
Contracts (CDOT Re11lon EEO/Civil Rlahts SoeclaHst\.
6.2 Determine Applicability of Davis-Bacon Act X
This project Dis 181 ls not exempt from Davis-Bacon requirements as determined by the
functional classification of the project location (Projects located on local roads and rural
minor collectors may be exempt.)
Marla Hallaghaee 10/03/2018
CDOT Resident Enaineer (Sianature on File) Date
6.3 Set On-the-Job Training Goals (CDOT Realon EEO/Civil Rlahts Soeclallsll X
6.4 Title VI Assurances X #
Ensure the correct Federal Wage Decision, all required Disadvantaged Business X #
Enterprise/On-the-Job Training special provisions and FHWA Form 1273 are included in the
Contract (COOT Resident Enalneer)
ADVERTISE, BID AND AWARD of CONSTRUCTION PROJECTS
7.1 Obtain Aooroval for Advertisement Period of Less Than Three Weeks X
7.2 Advertise for Bids X #
7.3 Distribute "Advertisement Ser of Plans and SMcifications X
7.4 Review Worksite and Plan Details with Prospective Bidders While Project Is Under X
Advertisement
7.5 Ooen Bids X
7.6 Process Bids for Comoliance 11:".~J!' ·-· '..S'i..'> ~, Bl Check COOT Fann 1415 -Commilment Coofinnatioo whao lhe low bldde, mee~ DBE aoals X
Evaluate COOT Form 1416 -Good Faith Effort Report and determine if the Contractor has
made a good faith effort when the low bidder does not meet DBE aoals X
Submit reauired documentation for COOT award concurrence X
7.7 Concurrence from CDOT to Award X
7.8 Aoorove Reiection of Low Bidder X
7.9 Award Contract X #
7 .10 Provide "Award" and "Record" Sets of Plans and S=cifications X
CONSTRUCTION MANAGEMENT
8.1 Issue Notice to Proceed to the Contractor X
8.2 Proiect Safetv X
8.3 Conduct Conferences:
Pre-Construction Conference (Appendix B)
• Fabrication Inspection Notifications X
Pre-survey
• Construction staking X
• Monumentation X
Partnerino lOollonal> N/A N/A
Structural Concrete Pre-Pour (AQenda Is In COOT Construction Manua/1 X
Concrete Pavement Pre-Pavino (Aaenda Is In COOT Construction Manual) X
HMA Pre-Pavino (Agenda Is In CDOT Construction Manual! X
8.4 Develoo and distribute Public Notice of Planned Construction to media and local residents X
COOT Form 1243 3116 Page 2 of 4
Previous editions are obsolete and may not be used.
Exhibit E -Page 3 of 5
RESPONSIBLE
NO. DESCRIPTION OF TASK PARTY
LA COOT
8.5 Suoervise Construction
A Professional Engineer (PE) registered in Colorado, who will be "in responsible charge of
construction supervision."
Paul R. Weller1 P .E. 303-762-2505
Local Agency Professional Engineer or Phone number X
COOT Resident Encineer
Provide competent, experienced staff who will ensure the Contract work is constructed in
accordance with the clans and soecifications X
Construction ins=ction and documentation X
Fabrication lnsoection and documentation X
8.6 Aoorove Shoo Drawinas X
8.7 Perform Traffic Control lnsoections X
8.8 Perform Construction Survevina X
8.9 Monument Riaht-of-Wav X
8.10 Prepare and Approve Interim and Final Contractor Pay Estimates. Collect and review COOT
Form 1418 (or equivalent)
X
Provide the name and phone number of the person authorized for this task .
John Voborll 303-738-6820
Local A!lencv Reoresentative Phone number
8.11 Preoare and Aoorove Interim and Final Utilitv and Railroad Billinas X #
8.12 Prepare and Authorize Chanoe Orders X #
8.13 Submit Chanoe Order Packaoe to COOT X #
8.14 Prepare Local Aaencv Reimbursement Rectuests X
8.15 Monitor Proiect Financial Status X
8.16 Prepare and Submit Monthlv Prooress Reoorts X
8 .17 Resolve Contractor Claims and Disputes X
8.18 Conduct Routine and Random Project Reviews
Provide the name and phone number of the person responsible for this task. X
Marla Hajlaghaee 303-757-9914
COOT Resident Enaineer Phone number
8.19 Onooing Oversioht of DBE Parlicioation X
MATERIALS
9.1 Discuss Materials at Pre-Construction Meeting X • Buv America documentation reauired nrlor to installation of steel
9.2 Complete COOT Form 250 -Materials Documentation Record
• Generate form, which includes determining the minimum number of requlred tests and X
applicable material submittals for all materials placed on the project
• Update the form as work progresses X
• Complete and distribute form after work is completed X
9.3 Perform Proiect Accentance Samoles and Tests X
9.4 Perform Laboratorv Verification Tests X
9.5 Accept Manufactured Products X
Inspection of structural components:
• Fabrication of structural steel and pre-stressed concrete structural components X
• Bridge modular expansion devices co· to 6" or greater) X
• Fabrication of bearina devices X
9.6 Aoorove Sources of Materials X
9.7 Independent Assurance Testing (IAT), Local Agency Procedures D COOT Procedures~
• Generate IA T schedule X
• Schedule and provide notification X
• Conduct IAT X
COOT Fonn 1243 3/16 Page 3 of 4
Previous editions are obsolete and may not be used.
Exhibit E -Page 4 of 5
NO. DESCRIPTION OF TASK
9.8 Approve mix designs
• Concrete
• Hot mix asohalt
9.9 Check Final Materials Documentation
9.10 Complete and Distribute Final Materials Documentation
CONSTRUCTION CIVIL RIGHTS AND LABOR COMPLIANCE
10.1 Fulfill Proiect Bulletin Board and Pre-Construction Packet Reauirements
10.2 Process COOT Form 205 -Sublet Permit Application
Review and sign completed COOT Form 205 for each subcontractor, and submit to
EEO/Civil Riahts s~ecialist
10.3 Conduct Equal Employment Opportunity and Labor Compliance Verification Employee
Interviews. Complete COOT Form 280
10.4 Monitor Disadvantaged Business Enterprise Participation to Ensure Compliance with the
"Commerciallv Useful Function· Reauirements
10.5 Conduct Interviews When Project Utilizes On-the.Job Trainees.
• Complete COOT Form 1337 -Contractor Commitment to Meet OJT Requirements .
• Complete CDOT Form 838 -OJT Trainee I Apprentice Record .
• Comolete COOT Form 200-OJTTrainina Questionnaire
10.6 Check Certified Pavrolls /Contact the Realon EEO/Civil Rights S""ciallsts for trainlna reaulrements.l
10.7 Submit FHWA Form 1391 -Hiahwav Construction Contractor's Annual EEO Report
FINALS
11.1 Conduct Final Project Inspection. Complete and submit COOT Form 1212 -Final
Acceptance Report (Resident Engineer with mandatory Local Agency partlcipaUon.)
11.2 Write Final Prolect Acceotance Letter
11.3 Advertise for Final Settlement
11.4 Preoare and Distribute Final As-Constructed Plans
11.5 Prepare 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 Documentation and Accent Final Material Certification {See Chanter 9)
11.8 Obtain COOT Form 1419 from the Contractor and Submit to the CDOT Prolect Manaaer
11.9 IFHWA Form 47 discontinued)
11.10 Complete and Submit CDOT Form 1212 -Final Acceotance Reoort lbv coon
11.11 Process Final Pavment
11.12 Comolete and Submit COOT Form 950 -Proiect Closure
11.13 Retain Proiect Records for Six Years from Date of Proiect Closure
11.14 Retain Final Version of Local Aaencv Contract Administration Checklist
cc: COOT Resident Engineer/Project Manager
CDOT Region Program Engineer
COOT Region EEO/Civil Rights Specialist
CDOT Region Materials Engineer
COOT Contracts and Market Analysis 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
N/A NIA
X
X
X
X
X
COOT Form 1243 3/16 Page 4 of 4
Previous edltlons are obsolete and may not be used.
Exhibit E -Page 5 of 5
EXHIBIT F, CERTIFICATION FOR FEDERAL-AID CONTRACTS
The Local Agency certifies, by signing this Agreement, to the best of its knowledge and belief, that:
No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person
for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress,
an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of
any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal,
amendment, or modification of any Federal contract, Agreement, loan, or cooperative agreement.
If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or
attempting to influence an officer of Congress, or an employee of a Member of Congress in connection with this
Federal contract, Agreement, loan, or cooperative agreement, the undersigned shall complete and submit
Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions.
This certification is a material representation of fact upon which reliance was placed when this transaction was
made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction
imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be
subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
The prospective participant also agree by submitting his or her bid or proposal that he or she shall require that
the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all
such sub-recipients shall certify and disclose accordingly.
Exhibit F -Page I of I
EXIDBIT G, DISADVANTAGED BUSINESS ENTERPRISE
SECTION 1.
It is the policy of the Colorado Department of Transportation (COOT) that disadvantaged business enterprises shall
have the maximum opportunity to participate in the performance of contracts financed in whole or in part with
Federal funds under this agreement, pursuant to 49 CFR Part 26. Consequently, the 49 CFR Part IE DBE
requirements the Colorado Department of Transportation DBE Program (or a Local Agency DBE Program
approved in advance by the State) apply to this agreement.
SECTION 2. DBE Obligation.
The recipient or its the Local Agency agrees to ensure that disadvantaged business enterprises as determined by
the Office of Certification at the Colorado Department of Regulatory Agencies have the maximum opportunity to
participate in the performance of contracts and subcontracts financed in whole or in part with Federal funds provided
under this agreement. In this regard, all participants or contractors shall take all necessary and reasonable steps in
accordance with the COOT DBE program (or a Local Agency DBE Program approved in advance by the State) to
ensure that disadvantaged business enterprises have the maximum opportunity to compete for and perform
contracts. Recipients and their contractors shall not discriminate on the basis of race, color, national origin, or sex in
the award and performance of COOT assisted contracts.
SECTION 3 DBE Program.
The Local Agency (sub-recipient) shall be responsible for obtaining the Disadvantaged Business Enterprise
Program of the Colorado Department of Transportation, 1988, as amended, and shall comply with the applicable
provisions of the program. (If applicable).
A copy of the DBE Program is available from and will be mailed to the Local Agency upon request:
Business Programs Office
Colorado Department of Transportation
4201 East Arkansas Avenue, Room 287
Denver, Colorado 80222-3400
Phone: (303) 757-9234
REVISED 1/22/98 REQUIRED BY 49 CFR PART 26
Exhibit G -Page I of 1
EXHIBIT H, LOCAL AGENCY PROCEDURES FOR CONSULT ANT
SERVICES
Title 23 Code of Federal Regulations (CFR) 172 applies to a federally funded local agency project
agreement administered by COOT that involves professional consultant services. 23 CFR 172.1 states
"The policies and procedures involve federally funded contracts for engineering and design related
services for projects subject to the provisions of 23 U.S .C. 112(a) and are issued to ensure that a
qualified consultant is obtained through an equitable selection process, that prescribed work is properly
accomplished in a timely manner, and at fair and reasonable cost" and according to 23 CFR 172.5
"Price shall not be used as a factor in the analysis and selection phase." Therefore, local agencies must
comply with these CFR requirements when obtaining professional consultant services under a federally
funded consultant contract administered by COOT.
COOT has formulated its procedures in Procedural Directive (P .D.) 400.1 and the related operations
guidebook titled "Obtaining Professional Consultant Services". This directive and guidebook incorporate
requirements from both Federal and State regulations, i.e., 23 CFR 172 and CRS §24-30-1401 et seq .
Copies of the directive and the guidebook may be obtained upon request from CDOT's Agreements
and Consultant Management Unit. [Local agencies should have their own written procedures on file for
each method of procurement that addresses the items in 23 CFR 172).
Because the procedures and laws described in the Procedural Directive and the guidebook are quite
lengthy, the subsequent steps serve as a short-hand guide to COOT procedures that a local agency
must follow in obtaining professional consultant services. This guidance follows the format of 23 CFR
172. The steps are:
1. The contracting local agency shall document the need for obtaining professional services.
2. Prior to solicitation for consultant services, the contracting local agency shall develop a detailed
scope of work and a list of evaluation factors and their relative importance. The evaluation factors
are those identified in C.R.S. 24-30-1403. Also, a detailed cost estimate should be prepared for
use during negotiations.
3. The contracting agency must advertise for contracts in conformity with the requirements of C.R.S.
24-30-1405. The public notice period, when such notice is required, is a minimum of 15 days prior
to the selection of the three most qualified firms and the advertising should be done in one or
more daily newspapers of general circulation.
4. The request for consultant services should include the scope of work, the evaluation factors and
their relative importance, the method of payment, and the goal of 10% for Disadvantaged
Business Enterprise (DBE) participation as a minimum for the project.
5. The analysis and selection of the consultants shall be done in accordance with CRS §24-30-1403.
This section of the regulation identifies the criteria to be used in the evaluation of COOT pre-
qualified prime consultants and their team. It also shows which criteria are used to short-list and
to make a final selection.
The short-list is based on the following evaluation factors :
a. Qualifications,
b. Approach to the Work,
c. Ability to furnish professional services.
Exhibit H -Page I of2
d. Anticipated design concepts, and
e. Alternative methods of approach for furnishing the professional services.
Evaluation factors for final selection are the consultant's:
a. Abilities of their personnel,
b. Past performance,
c. Willingness to meet the time and budget requirement,
d. Location,
e. Current and projected work load,
f. Volume of previously awarded contracts, and
g. Involvement of minority consultants.
6. Once a consultant is selected, the local agency enters into negotiations with the consultant to
obtain a fair and reasonable price for the anticipated work. Pre-negotiation audits are prepared
for contracts expected to be greater than $50,000. Federal reimbursements for costs are limited
to those costs allowable under the cost principles of 48 CFR 31. Fixed fees (profit) are determined
with consideration given to size, complexity, duration, and degree of risk involved in the work.
Profit is in the range of six to 15 percent of the total direct and indirect costs.
7. A qualified local agency employee shall be responsible and in charge of the Work to ensure that
the work being pursued is complete, accurate, and consistent with the terms, conditions, and
specifications of the contract. At the end of Work, the local agency prepares a performance
evaluation (a COOT 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-Rewised May 1, 2012
REQUIRED CONlRACT PROVISIONS
FEDERAl.-AID CONSlRUCTION COKTRACTS
L Gener.it
11. Ncndiscrirniralion
Ill. ~ah!d F.dties
IV. Davis-BllQlfl and Related Ad Prvuisions
V. Cmtract Work HOUIS and S..rety Slandalds Act
Pnwisions
VI. Sublelting ar Assis,ing the Canhct
VII. Safety: Acadent Pn!vmion vm. False Slall!ments Caiceming Highway Projects
Dt lmplementab of Clean Nr Act and Federal Willer
Pollution Comul Act
X. Ccmpfa-=ewith Gowmmenlllllide SuspensiDII and
Debanmd ~mis
XI. CeRficalian ~11111 Lise of Can1ract Funds far
l.ob~ng
ATTACHMENTS
A. Empl~ and Materials Pmereiice farApp;alac:hia
Develcpnn Highway System er Appalachian 1.11ca1 Aa:6s
Road Cantrads fnduded in Appalachian mnlracls cny)
L GSfERAL
1. Fam FHWA-1273musl be physicdylncolpor.ded in each
constudion c:onnc:t funded under 1iGe 23 (ucllding
ernervency conncts sdely intended far debris l'l!ffllMI). The
contr.adar (1in,llbwi .. -.1ar) must 1nsert tis fann in each
subcantract and fwther require its inc:bian in al lowei-lier
subccntracls (emudlng pun:tze llltlas. n!lltll agr.ements
and alher:av-eftts l:Jr 5UFl)lies arsemces).
lhe awrm,1e ~me Df F11m1 FHWA-1273 are
inoorpor.ded by l1!fennce b-'llllllk done under any pun:hase
lllder. n,atal lgfHmenl or iv-ent faralhersenrices. The
prime c:ontradllr shill be ll!5pCIIIStie far compliance by any
subca,lracb. lawer-tier subcanlractDr or service pn,vider.
Fonn FHWA-1273muslbe Included in .ill federal-ad de5ign-
buffd canlr.lcl5. in an miconllads and In lower lier
subccntracts (ududing 511bcmllrads for davi services,
purchase aders. nntd agll!l!lnents and aher agreements far
supplies orservicl!S). The desiF-buildershal be l1!5pDll5ille
for compliance by my ~trador. lawer-tiersmcon-.ittor
or Mf'lice puuicler.
Conlr.lding agencies tnayml!n!llee Fonn FHWA-1273 in bid
pnipasal orl9qlll!St far pn,pasal dcc:umenls. horn!¥er. lhe
Fonn FHWA-1273must be physicallyn:a,paaled (nlll
refen=nced) in all contrads. MICDilbads .ind lower-tier
subca,bids (-=!ud"11111 pun:tze anlefs. n!nlal agreemenls
and other .as,eements b"sUFl)lies or sertices J1!lated lo a
c:onstnJction canlracl).
2.. Subfed lo the iiipplicalllily criteria noll!d ii lhe fclowing
sedions. 1hese cmlrad pnwisicns shal apply tD an ~
perbmed 011 lhe con Ira ct by the oorinclor's llffl1 orvanizaioo
and wilh the assistance of MnaS underlhecanhclm's
inmecia superintll!llde and ID all wed; perfonned on the
c:onnct by piec:ewln. sl.ltian work, or by subcantr.act.
3. A bread! of any af 1he stiplUliarls contained in lhese
Requin!cl Connet Plllllistons may be sufliciert gn,unds for
withholding of~ payments. wllNdding of ma!
payment, tmn111aion af the contr.lcl, sus,ension I debannenl
er any other action determined ID be aw~te by the
c:onlr.lding agenq, and FHWA.
4. Seleclkln of labor. During 1he pelfonnance of this connc!,
the conbc:ta shall not use convict laborb' any purpase
within lhe lams of a conslnlclicn pn,j.a on a Feder.ii-aid
highway unless it is labor perfonned by canvm who are m
parole. supervised n!lease. or prabatioll. The tmn Federal-ilid
highway does not include roadways ~nclionally cl;n.siied as
local roads or rural minor calleda1.
II. NONDtSCRIMINAllON
The p1t1111isians of this sedion r'IYll!d lo 23 CFR Part 230 are
iiipplicable lo all Fed~ constructilin oonlrzls and ta all
nlal2d IXll1Slructilll subcallrads of $10.000 or more. The
puvislons of 23 CFR P.lrt 230 are not ilpplic;ible lo material
suppy. eflgineering, ar an:hitec:tural Hnice canlracts..
In addition, lie 011ntradllr and • subcallr.tdln n'lusl c:amply
with lhltfllblingpdic:ies: Executive °'11er 112411. 41 CFReo.
29 CFR 1a211-1m. TIie 23 use Semon 140, the
RehaJlBltion Act of 1117:l as amended (29 USC 7114). idle VI
of1he Cnnl RigldsAd of tlle4, as amended,~ ll!kted
n!gdaliDns induding 49 CFR Parts 21, 26 and 71; and 23 CFR
Pats 200,230. -i 033..
The cotr.ldor and all mx:nnlradln must canplywith: lhe
requiremenls of1he Equal Oppcrtunily Clause In 41 CFR IKl-
1.4lb) and. far an c:anstNclian cantraets em!dllJ s10.ooo.
lheSl:andanl F'i!deral Equal Empl~ Opportunity
Consbuction Canbact Specilica!ians In 41 CFR CI0◄.3.
Nole; The U.S. Depatment Dfl.aorhzi exclusive authorily to
cletmnine compi;lnce wilh ExeQltive Order 1124G and the
policies d the Secretary of ubw including41 CFR GO. and 29
CFR 11125-11127. The-lhda,uagencyandtheAM'Ahaw
lhe authority and lhe nt5p0IISibiily lo ensunt compiance wlh
Tllle23 USCSec:licn 140.lheRehabiltaonActaf1073,as
amended (29 USC 71M). and Tile VI of the Civil Righjs Act d
1084, as amended, and~ regulations ilcludmg 49 CFR
Patb 21. 20 and 27; and 23 CFR Parts 200, 230. .nd 033.
The folcJvmg pn,uislan is adoplad from 23 CfR 230. Appll!ncfor:
A. wilh apprq,riate ievisions lo canfurm lo lhe U.S.
Depa,1ment afla,cr(US DOl)and FHWA recpn!lllenls.
1. Equal ~loyment Opportunity: Equal emplD)lllent
c,pportmity (EEO) ~uirements nDl tD d"ISCmllnate and to take
ailinnaive action tD assure equal applllb,ily as set forth
under Ins. emcutive orders. Ides. ~ens (2B CFR 35,
29 CFR 1D30.20CFR i825-11127.41 CFRGOand4D CFR27)
and mdl!rs af lhe Secretary al Labor as mod"lfied by the
puvisions lft5Cll>ed hentln. and lmp054!d pwsuanl ~ 23
U.S.C. 140 shall canstituut the EEO and specific affinnative
action standards far1he conhcta's Pfflject activiies under
Exhibit r -Page I of 12
lhis conlracl The pnwisicns of1he Americ.ans wJlh Disabaties
Ad of 1ggo (42 U.S.C. 12101 et seq.) sel for1h under 28 CfR
35 and 211 CFR 1630 are incapaated by reference n lhi5
camact. In 1he ueculionof lhis catlrad, lhe ccnlradcr
agrees ID c:anply with the following minimum specific
requi1911ent activities r1 EEO:
a. The contracta will worfl wilh lhe conll'ilctin11 agency and
lhe Federal Government ID ensure lhat ii has made every
goad faith effort to povide equal oppor111nity Mtl ll!Spl!d to al
rl Its llerms and condilioll5 rl employment and in their review
rl activities unde.-1he conn:t.
b. The contract« lllill accept as its operatin11 po6cy ihe
folkMqi stalement
"It i5 lhe paricy or this Ccrnpany to assure that applicants
a.re employed, and that~-bl!ated cuing
employment without~ to their race, religion, 5l!ll. colar,
na!i1111al origin. age a disability. Such action shall include;
employment -wading. denation, orlransler: reaulment ar
reauilment advertising; la)'llff a tenninalion; nrtl!5 or pay ar
a4her bms rl compensalion; and seleclian for lraininlJ,
induding appmtic:eship, pre-apprenlices, andlorcn-lhe-
Job !raining.•
2. EEO Officer. 1he conlractcr will designate and inake
bllJl'ffl ID lhe contrzting afficeB an EEO Officer who will have
lhe epansibtlity band nml be capable of etleclMly
admlnis1emg and promoli,g i111 active EEO p1>gram and Milo
mll5lbe z;591ed adequale aullurity and n!SpO~ lo do
so.
3. Dissemimlion of Policy: All member5 of the COlllr.lctcr"s
stair llh> a,e authorized ID hire, supenrise, ptariole, and
disr:halge employees, or who recommend such action, aniho
are substanlially lnodved In such action, 1lliJ be made fully
cognaat Gf. and will implement lhe contlactDr's EEO policy
and conndual rupcx15ibililies ID pl'IWide EEO in NCI! grade
and dassilicalion ofemplo)'menl. To ensure that the above
agn!efflent will be met, 1he fdlallilg adions 1'11 be taken as a
minlmml:
a. Periodic me,etings of s..-visory and personnel office
emp!O')'NS _,. be concluded before lhe start cf W0rf1 and then
nat less llften than once eVl!IJ sil mmhs. at wl1icll time 1he
conbztlll's EEO parq and b implementation_. be
l'evilMed and explained. The meetings 1111 be a,nduded by
lhe EEO Officer.
b. AD new !llll)l!M5Clly c, pe,sonnel office emplOJHS wm be
given a lhamugh indoc:lmalion by the EEO Officer, covering
an !Nljoraspeds of lhe canlrac:la's EEO ~ans within
llirtymys fal!CMing lheir reportinlJ b-duty with the oanlra:tcr.
c. AD p1!15011nel llllo ant engaged in direct ll!CIUitmenl far
lhe prqed 'llill be instruclecf by lhe EEO Oflicl!r in Iha
conlractol's pnxiedlllti tor localing and hiring minoriies and
women.
d. Nlllices and posm ~ b1h lhe conlnlclar's EEO
pc{qo will be placed in.._ readily accessible ID eq,~.
ilpplic:anls b empk¥tln and potential 1111ployNs.
e. The contractor's. EEO policy and the prucedun!S ID
inplemenl such policy 11111 be brau!Jhl ID lhe all2nlion of
employees by means rl meetings, eml)loyff hardlooks, or
lllher ;ippn,priata means.
4. Recruitment When~ fllrl!lllllfoyees, the
contradllnril include in al adwrtisemenl5 fer empkJ,,ees the
notation; •An ~ Opporllrity EmplC¥!f: Al such
~sements will be placed in pj)lications having a large
cin:ulalion among minorilil!s and wamen in the arva fnxn
which lhe project ftd: bi:e ll'llllld normally be derived.
a. The contrac:lm' wm. unless p,eduded by a valid
bargaining aglfff'!lenl, ccncluct sy5lemalic and diract
iecn.lment lhraugh public and prival2 amplo)'!e refen'al
50Lln:e5 ftely lo yield qualilied minorities and wcmen. To
meet this n!qllirement. the con1radlr,..ldentify SIU1:e5 of
potential nmorilygraup employees, and estab!Ish with sudl
identified scun:es pl)C8Clins vlhentby minority and women
app&cants maybe ll!fem!d IDtha conbaceorforemployment
COll!iideralion.
b. In lhe event lhe conlraclar has a 1131id bargam19
agreement Pl'Q¥icling b emusiw hiring hall rafenals, lhe
contradar is e)peded ta Dbserve lhe pn,visions of lhat
ilglftmenl ID the extent tmt Iha system meets the canll'ilctur's
compliance• EEO contract pavislons. Where
miplementdion of such an agn!efflent hil5 Iha effect DI
ciscriminalilg apnst minarities or women, aobfipes lhe
contradarta do the same, such inpleml!dalion violates
federal nonciscririla!ian Pl'Q¥isms.
c. The contrador 11111 encourage Its pnent emplopees ID
lefer minorities and fflllllen as applicant5 far l!lllplo)'lnenl
lnfomlalion and prncedunis with regard ID referring such
:applicanls will be ci5cus5ed with 1mployees.
5. P•qgnnel Actions: Wages, warting concitions, and
anpoyee benefits shal be estabr&Shed and actniniswed, and
pel5CMel actions rlevery type. ncludilg lnlg, upgradi~.
pmmction , Cransfilr. dematian. ~-and termination. shall be
lali:en wilhoul regard lo ,-. color, tffgion. sex. natianal
crigin. age or disabily. The fdowing prncedms shall be
fol!Dllll!d:
a. The ccntraclorwill conduct pefi>dic: Inspections rl prqect
sites to insure lhat IIUrllinlJ concilians and empl~ facilities
do nat Ind~ cftserimlnatolytieanent rl prqect site
peISCnll!I.
b. Theconlractilrwill periocfic:allyevaate Iha spread of
wages paid within &ch dassilicalion fD deteffnine any
evidence of ifiscri'ninalo,y wage pztices.
c. The contrador 11111 periocfically review salacted personnel
actlans in depth lo daletmine "'1elllerthare iselriclence af
ciscrininaticn. Where evidence is fauncl. lheconfr.lclorld
pmlftFl(y talre Cllffl!Ctivl! action. If lhe ll!lriew fnllcates that 1he
ciscrinination may emnd beyond the actions nr.iiewed, 5UCh
corraclive action shall include aD ilffec:tl!d per5(lM.
d. The Clllllracklr will pramplly inveslig.ate all ~inls af
alleged discrinination madelDlheconnctcrin connldian
wilh Is obigatiDn5 under lhis cannct, Ml altanpl lo l1!SCIM!
such complaints, and will tab priale c:om!diveadion
lrilhin a reasonable he. If ih~alion incicates lhal the
liscrininatian may affect persons ather than lhe compainanl.
such c:arrediw action sh.ii include such other peisons. Upon
ccwnpletion of uch in\'l!Sti1J31jon, lhe conll'ilctorwill imann
every complainant of aD of 1hei' avenues rl BFl)l!al.
6. Tnining .and PrGmotion:
a. The contracb' will z.sist in ~-qualif)ing, and
mniasing 1he skas d mmcrities alld women whoani
Exhibit I -Page 2 of 12
applicants fw emplCl"Jfflenl or current empl~ees. Such elfol1s
should be ained at deYeloping ful journey level status
employees in lhe type of trade or job dassification inwlYed.
b. Consistent wilh 1he CDnlrac!or's wort farce requiremenls
and as pennlssible under Federal and Slate regulaticns. the
contractor shall malutful use of training prggr.11115, i.e..
apprenticeship, and o!Hhe-}ob training pnigr.ims for lhe
geogr.ip1ical area of contract performance. In lhe event a
spetial pn,vision forlraining is pnnrided under this IXllllrac:I,
Ills subpa,agraph wl be saperseded as indicated in lhe
special provision. The C0lllrac&lg agency may reser,e
nilling positions forperscns who recenie 1111elfae assistance
in accordanc:e with 23 U.S.C. 140(a).
c. The co~c:lllrwsll advise emplo,ees and applicants for
emplCl"Jfflellt af avmble training programs and entr.ance
requiranents for each.
d. The c:anlrador will periocically ri!view lhe traimig and
promCleion pitential d en1flloyees who are minorities and
wcmen and wl encourage eligtie emplo,ees lo apply for
such lr.aining and fln)lnotion.
7. Unions: lflh1tccn1racla reles in lllhole or in p;utupon
unions as a soun:e of employffs, lhe contractor will usa good
faith eflllrts to obtain lhi. ccoperaljon of such lrions to
increase qip,mnties for mlncrilies and wcmen. Aclicns by
IH! conlraclor, eilher din!clly or thn:ugh a contractor's
association acting as agent. will Include the pnx:edures set
i>rthbelow:
a. Toe contraclor will use good faith ~ to d1!111!lop. in
cooperation with lhnnions. joint Ir.lining pnigrams ained
ward qualifying men minorities and women formembenihip
In the unians and increasing the siills of m!norilies and W0111en
so lhal lhey may qualify far higher paying eqiloymenl
b. The c:antrac:mr will use good faith effacts to lnccrporate an
EEO daU5e inlo each union agrnrnent to the end that s\ldl
union .. be contractuaDy bound 111 refer applicmls without
regard II> their r.ice, calor, religion. sex. nalialill origin. age er
cfisability.
c. The conlrac:lllr is 1o cblain information as to lhe refeml
practices and pol::ies of the labor inion eacept lhatlD the
eident such informaion is within the exclusive possession of
1111! lallor Lrion nl such labor union rellse5 to furnish such
infmmatioo lo the c:ontradcr. lhe contrac:mr shall so certify ID
lte contracting agency and shall set fa1h whiill elfons have
been made to obtail such lnfonnalion.
d. In the event the union is unable to providi. the contractor
wit! a IUSalable flaw af referrals within lhe tee linit set forth
in 1he colledive balgaining agt1!t!mt!nt.1he c:ontractllrlMI.
llrnugh independl!lli rvcruilmenl etroits, fiD the employment
-=ancies l'lilhout ntgatd II) ra0lt. color, raven. SU. national
arigin. age or lftsability; making fuU effllrts ID obtain quaified
andlor quafdiable mlnadies and wcmen. The failure af a unian
lo pn,uide svlficielll refenals (even lhough it is obfigaled to
pmr,,lde emuslve refenals underlhe lenns of a cclective
barganilg ~ment) does not reieve lhe c:ontraclorfnlm lhe
requin!ffll!nls af this paragraph. In the l!ftnt lhe union J1!faral
practice prauu1ts lhe ccnlractcrfnlm JIIHting the obigalions
pursuant ID Executive On:ler 11248. as amended. and 1hese
special provisions, such contractcrshal imledialelynctifylhe
contracting ~ency.
8. Rs-ble Accommodation for Applicants I
EmploYff!i wHh DisabDilies: The ccmacla' nust be famiiar
with lhe 11!qUiremenls fDr and canply with the Americans with
DisabHitlesAd and aD RS and ~lati0ns estabfished there
inder. ~ must pmvide ftlilsaable zaJ1m1odalion in
all ampl0J1111!11 actiyiliu 1nless CD do so would cause an
indUI! hard~.
9. Selection of Subconlractors. P,ocurement of llmrials
and L.Nslng of Equlpmmit The contractor shall not
ciscriminate on the grounds of race, cclor, Rligion. sex.
naticnal QIVn. age er cisabtlly in the selection and retention
of subcontractln, induding proanment of materials and
leases of equipmenl The cantracb:lr shall take all necessary
and l1!a5onallle steps to 1!"5\111! ncndiscrimination in lhe
adrnnstratian or this contracl
a. The con1ractor shall notify all polrial subcontraclln and
supFiltr.. and lessors of lheir EEO obligations under tis
C011lr.ld.
b. The con1ractor wrn US& good fath efforts lo lllMIII!
subconbadorcompriance with their EEO obligations.
10. Assurance Requim by49 CFR 2U3(b):
a. The requiremenls of 411 CFR Part 2B and the State
DOrs U.S. DOT-appnwed DBE program are ilcmporaled by
reffflnl».
b. Theccnlractororsubcontractorshal not cflSCffllinate on
lhe basis of race. c:dor. na5onal qin. or SH in lhe
pelfcmlance d this c:omact. The CDntraclor shall cany out
.ipplicable raquiremenls of 49 CFR Part 26 in lhe award and
admirtisbalion .A DOT-assisted rmtr.u:ts. Falure by lhe
c:antradzirlo cany out lhese requnments is a material breach
of this comact. which may result ii the tA!nnfnalion of 1h15
contrad or such olher remedy as lhe contracting agency
deltrns apprvpria!e.
11. Records and Reports:Theconlracbshall keep such
records as nece55ary lo document oon1')ianoe wilh the EEO
nquln!menls. Such records shall be retained for a period of
three )'ears fclcMing lhe date of the final payment tn thi.
conlradzlrfor all contract wed: and shal be available at
ftlil50hilble times and pl.11:es far inspedian by authoriz:ed
n!pll!5elllaliwes of the c:onlracling agency and the FHWA.
a. The recatds kept by lhe contradorshal document the
fallotlling:
(I) The number and wart hours Df minority and non•
mincrity gnqi members and women eq,loyed in each Nll'k
dassilic:ation on the pn,iect;
(2) The pros,e55 nl etrats bemg made ln cooperation
with unions, lll1lfl apl)it:allle, ID inaw employment
opportunilies for minorilies and woml!II; and
(3) The ~ nl etrats bemg made in locating, hiring,
tra.iing, quaifyng, and Upgrading ninarilil!s amt wamen:
b. The conlracfas and subconlracfDn; will submit an annual
report lo lhe contracting agency each July for lhe duration of
lhe Jmljed. indicating the number of mmorily, lMXlll!fl, and
non-minority gn:iup empbyees cu1'1'1!11tly engaged in each Nll'k
classmcatica ~ired bf lhe ccnlrac:t WOil. 11lis inrarnation is
ID be repor!l!d on Fonn FHWA-1301. The staffing data should
n!present the prqect IIIIDfll force on boanf in al er any part af
lhe last payd period piec:ecfmg IE end rl July. If~
Craining ls being ~ln!d by special provision, the caltraclcr
Exhibit I -Page 3 of 12
wl be r.quncl lo called and report training data. The
emplor,ment data should reflect lhe work force an board during
all or any part al lhe last payroll period preced'1119 the end af
July.
DI. NONSEGREGATB> FACILfTIES
This pRWision i5 appcallle to al Federal-aid constl'!Jction
contracts .and to all related const:ucticn subcontracts d
StD,ODD ormDl'I!.
The c:antractor must ensure lhat faeilities pnmded for
emplO)'ees are pruvided in such a mamer that segregation m
lhe basis af race, color. n!ligion, sex. or nalional origin cannct
result. The contractor may neit!Er rvqun sud1 se1J1119ated
use by written or oral policies nor tolerate such use by
emplc,yee G5bn. The contracllll"s cbligalian extends flaiher
lo ensure lhilt ils employel!S am nat :assigned to peffonn tiff
senrices atan,-location, nertheconlracla"s control. where
lhe facilities an! segregalecl. The ll!fm •taciitieit indudes
waiting ruams, 'ffln aeas, ll!Slaurants and 1111s eaing areas.
fme dcds. ll!Sbooms. washrooms, loderrocms, and other
5loolge ordruq areas, pmin9 krts. drinking folnains,
recreation er enlertailment areas, transpartation, and hDI.IYIII
pruvided far employees. The contractorshal pruwide sepaate
or Algle-userrestrocms and ftKeSs.llJ dl1!551ng or sleeping
arus lDassure privacy between saes.
IV. DAVIS-BACON AND RELATEDACTPROVISIONS
This section is applable IDall Fedffill-aicl construc:lion
projeds exceeding S2.DDD and toilll related~ illld
kMet-tier subcontracts (11111ardless d subc:on1Ja:t siie). The
retlllin!mffls apl)lylD aD pnijed5 lac:alled within the right-of-
~ af a road-Gy that is fmctionally classified as Feder»aid
hiljttway. This exdudes roadways funclionally classiled as
local roads or nnl minorcdledors, fthich a,e eicempl
Conbading agencies may eled ID apply these rec,inn,ents lo
other pojeds.
The fallowing pl'llllisians ant ll'Dm lie U.S. Department al
Labor ~tions in 2D CFR 5.5 "Conbatt pnNisions and
related ma11trs• llitll minor R!'lisians ID i:anform ID the FHWA-
1273 fonn.itand FH'NA pn,gram 111quirane!lls.
1. Minimum wages
a. NI laborers and mechanics en.,loyed orworting upon
lhe site dfle 'ffln, lllill be paid unamdiliDnaDy and not less
allen than cn:e a Wl!H, and without subsequent decb:tion or
rebale on any ac:c:ounl (except such paysd deductions as aie
pennilfl!d by regulations issued by the Secn!tary af Labor
unclerh! Copelan:! Id (211 CFR part 3)), the ful amount af
wages and bona fide fringe benelits (or cash equiwalents
IM!n!af) due at time al payment CDlllpded at rates not less
~ those contained in lhe wage delernwlalian d the
Secretaryaf Labor "'1idl is attached hen!lo and made a part
hereof, R!g3l1less af any ccnlr3CUII rl!lationship llhic:h may
be aDagad to l!list between lhe ccntradcr and such laborers
iU1CI mechanics.
Conlrilutions made or costs reascnably anlqlaled for bona
Ide fringe benefits Wider section t(b)(2)ofthe Dawis-Bacm
Ad an behalf d ~ or mechanics are c:onsideftd wages
paid to sudl ~ or mechanics. subject 1D IH! provislans
of paragraph t.d.ofthissedion; also, 111gularcontr1Mans
macll! ormsts lnaned for mere than a weekly period (but nae
less often lhan quarterly) under plans, fmdi., or pragr.lffl5
which mwrlhe particularweekly period, am deemed to be
constlUclively made or lnc:uned cbng such weekly period.
Such laborel5 and mechanics shal be paid lhe appopriate
wage rate and fringe beneils en lhe YGge delermsiatian for
the classilicalion of wort actually performed, 'llilhout ieganl lo
still except as pnmded n 29 CFR 5.5(aX4}-LaboreB or
med1anics perfonning woril in men than one classification
may be a,q,ensaled al the rale specified for each
dassilicalicn for the time actuaDywated therein: Prvvided,
That Che empkrya's payroll 111CDrd5 accur.ilely set fa1h lhe
lime spent in each classffication in which won is pern:,nned.
The wage determination fmcludng any addilicnal classilicalion
;ind wage rates ccaduu.ed undetpa,agraph 1.b. of this
sedicn) and lie Dawn-Baconpos1er (WH-1321) shall be
posled al all times by the contractor and ils subconlraclon; al
the site of the work in a pannnl and acce5Slble place whell!
ii can be easly seen by the fflriers.
h.(t) The conlracling offioershall n!Cplll that any class al
labcnrs Df mechanics, lnduifing helpers, Wlhich is not listed in
the vtage detenninatian and whicll Is lo be Bnployed under lhe
conlract shal be dassilied In c:cnlannance with the w;ige
detmminatian.. The contracting officer shall apJIRIVe an
addilicnal dassiic:atian and wage rate and fringe beneffls
therefore only when the fdllMing c:rilem have been met:
(i) The wort ID be perfamed by lhe classilic:alian
requested is nat perfanned by adassilication in the wage
delerTmnatiDn; and
(ii) The classlicatiGft is utiliied in the area by the
conslnlclicn lndust,y; and
(ii) The poposed wage rah!, nduding any bona fide
tinge benrils, bean; a rNSDllilble 161tianship ID Che
11113111! rates contained In the wage delelmination.
(2) H Che CCllllraJm and the labcr8s and mechanics ID be
employed in the clnmc:alian ("If knOIIII}. or their
~-and lhe conracting officer agree on the
dassificalion and wage r.lle ("11clucfa,g lhe amount
designated for fringe benefits where appnipiall!), a~ of
lhe aclian lallen shall be senl by the conlrading officer 1D the
Admlnisfraloraf lhe Wage and Hour DMSicn, Empc,yment
StuxlanlsActninismtion, U.S. o.partrnenl of labor,
Washi~ DC 20210. The Adminis1ramr. ar an aulhcriz.ed
~ wll iilFPOft, modify, ord"ISappfUVI! ew,y
additional classificalian action 1lilhin 3D days of ll!Cl!ipland
so advise the conlrading offics orwll notifylhe contracling
officer within the 3!J.day period lhal addiional ti'ne is
neoessa,y.
(3) In the event the corcador, the laborers ar mechanics
1D be~ in the das!iilicalion or lheirnp,uentatiws.
and lhe c:onlraditg ollicer do not agree on lhe proposed
dassifmlion and-ge ra ("including lhe amount
designated ror fringe benelits, 1lihRre 1"pmpriale). the
CCllllrading c:fficer shall refer the questions, Including the
views d • interested parties and lhe reconwnendatian d lhe
contrading officer, ID lhe Wage arid Hour Adminislrakltfct
detennination. The W.age and Hour Adminislrat«, oran
aulhcrized repn5enlalive.. will issue a detenninalicn willm
3D dilYS of~ and so advise the conlracting officer or
Exhibit I • Page 4 of 12
wiD notify lhe contracting officer within lhe 30-day period that
additional line is nKeSAI)'.
(4) The wage rate [rw:lucfllg fringe benelils where
lflplqlriale) delennined pursuant to paragrapis 1.b.(2) or
1.h.(3) of t111s section, shall be paid ID aft Wlll1u!rs perfurmjng
WOllt in the classificatian under this c:onlract fnlm the fiJSt
day on which work is perfonned in lhe dassilica6cn
c. Whenever lhe mlninum wage r.ile presai>ed in the
contracl for a class af laboren; ermecbaics includes a tinge
benefit which Is net ellpn!Ssed as an hourly rate. the C01'11ractor
shall either pay the l>enefit as stiled In the wage determination
or shall pay another ban.a fide fringe benefit or an hourly cash
equivalent thl!IVOf.
d. lflhe contractor does not male payn,111115 to a trustee or
otl\er third person, the conlraclDr may C011Sider as part rl lhe
wages ofanylaban!rormechaniclhe amount of any casts
reasonably anticipallHI in pruviding bona fide tinge benefits
under a planorp!19llm, Pmvided. ThatlheSeaetaryof
Labor has bind. "'°n the written request of the conlrach,r,
hat the ~slanclilnlsof lheo..uis-8acon Ad have
been mel The Sea&latyoflabormayrequi'e the~
ID set aside in a separate accoca,t assets fllrlhe meeting of
obligillians Ulder th& plan or ixos,am.
2. Withholcfmg
The c:onbilcting agency shall 1.,on its D11111 action er upon
Nilen lllqlll!5t of an alllhcriad ll!presentaliue of the
Department of Labar. Ylillllold er cause kl be llilhheld fivm
lhe contraclar underlhis aintract. a-any alher Fltderal
C0l'llract with lhe Ami! pnie ccnlracllll', or any otherfederally-
assisted conlr.ld subject to Davis-Bacon prev..iiling wage
n!(Jliianenls, l'lhich is held by the same prime eontlilctcr. SD
much al lhe ilCCIUed ~en!s or ~c::es as may be
cui:iidbed necessay lo pay lilba'ers and mechani::s,
lnduding apprenlices. lrainees, and helpers, employed by lhe
conlractcir or ani, subcontrzlor lhe fi.Jlamounl af waga
req.iin!cl by lhe COlltract. In the event of fDft lo pay any
labcnr er mechanc, including any appraltice, minee, or
helper, anFlo)'ed or wcnin11 an the sie af the wat. al or part
al lhewages required by the connct, 1he c:onlr.lctin[1 il(1ellC)'
may, afterrrill!n nDliceto lheconlraaar, lake such action as
may be lll!Cl!Ssa,y to cause lhe suspension of .any M1her
payment. advance, or guaranlee of fmds unli such wiolations
have ceased.
3. Payrolls and basic records
a. Payrolls and basic recon!s relating lherelo shall be
maintained by lhe contradi>r dlffl8 the COUT5I! of lhe wmt and
pte5elved for a period d1hree yeas thereafter for illl labonn
and mechanics~ atlhe site uf the work. Such recon!s
shall cantain lhe narna. address, and social security number al
NCh such WOlbr, his ar her canec1 classiication. howty rates
al IA(lt!S p.iid (includin11 rates of cam'butians er costs
antq,ated i>rbona fide fringe benefits or cash ecpvalents
"-of rlthetypes desalied in sectian 1(b)(2XB)of lhe
();ms.Bacon Act), daily and aeeldy number of hours wmted,
deductions made and ildual wage1 p.iid. Whenew,the
Secn!ta:y of Labor has found under 2Q CFR 5.5(a)(1 Kiv} lhal
lhe W31Jes uf any laborer or mechanic n:lude the amount of
any costs reasonallly anticipated n en,viclin11 benefits under a
plan or pragr.im described in sedion 1 (b)(2)(B) of the Davis-
Bacca kl theconlradcrshall maintain ~ which show
lhat the canrnitmenl lo po,4ide such benefits is enfcn:eable.
lhat the plan orpRlglllm i5 financialy responsi)le, and that the
l)lan er PIUIJ3III has been ccmmunicallHI in Miting to the
labon!rs or mechanics atrected, ;ind n!ccrdnti:h show the
costs anticipated or lhe acual mst lncured in pnwiding such
benefils. Ccnlrack>n; emp,ying ~ or lrainees under
apprl!Wd programs shal maintan written evidence of the
Ngislration of apprenticeship programs and cenification of
lrainee prugr.ims, lhe regislralicn of theappn!nlices and
lrainees. and the ratios and wage rates Jll1!5Cribed in the
appficable pn,grams.
b.(1) The conlr.lclor 1hall SIDllit weekly f« Heh week in
which any ccnlract WDrk is peffanned a copy of an p~lls to
lh1t cormmig ageney. The payrolls submitted shall set out
accurately and completely all d lhe inbmaticn reqiaed ID be
mailtained under 211 CFR 5.5(a)(3)(i). exi:ept lhat Ml social
security numbers and home adchssu 5hall net be included
on WHkly lransmittals.. l11511!ad the J)3Ylllls shall Dnly need ID
inwde an Individually iden1il'ywlg number mr ead1 employee (
e.g. , the last flu cfigits of the em~•s 50Cial HCUdy
number). The recped weekly pa)'Ol1 infannation may be
submilted in any bm dl!Yed. Optional Fonn WH-347 is
availallle for this pspasefnlm the Wage and H1111r Division
Web sile al hllp:l/www.dol.gowesalwhdll'amslwh34Tnstr.Nm
er fls successor site. The pine eonlradDr is n!SpOnSlble fir
lhe suln!ission of copies of pay,1lls by all subccJnlracmrs.
ContractDcs and subconlradorsshal maintain the ful social
security number and CU!Nnl addn!ss of each cowred lmlller.
ilnd shall pro.cte lhem 1.,on request to lhe conlraclng agar1Cy
far transmission to lhe Slale oor. the FHWAorlhe Wage and
Hour Division oflhe Departmecof Labor for purposes rim
irvestigatim or aud'rl of compliance with prevailin11 wage
requirements. II is not a viDlaticn al lhls section far~ pnne
conlradDrlo requin! a smcontlactar ID pnwide addresses and
social security numbers ID the pm,& adra::brb' ils IIWl1
reconls. wilhcut weekly submission lo !hit conlrading agency •.
(2} Eadl paJldl submilled shal be accompanied by a
"Statement al~: signed bi, lhe mlbaclol or
subconlrador or his or her agent who pays or supervises lhe
p.aymenl oflhe persons employed under the canbactand shal
celtifythefclowing:
~) Thal the payrdl b' !hit payrall period Cllllains lhe
infonnrion required ID be pnwided under §5.5 (a)(3}(i) al
Regulalions, 29 Cffl part 5, the ilFPDJ)riale i.afucmatioo b
being maintained under§5.5 (a](3l(i)ofRegulalions, 29
a=R part 5, and 1hal such infurmalic)n is c:onect and
ccmplele:
(ii) That each lallorer er mechanic rinrb:ling each
helper, apJRnllce. and trainee) enplgyed an !hit contract
during lhe p.ayrall period has been paid lhe ti.JU weelly
wages &med, Mhoul rebate, eihercfncllyorincfrectly,
and 1hal na dedudions have been made eilherd~ or
ind"credlyfmn lhetiil wages earned, othl!rthan
penn~ble deductions as set fath in Regula.lions, 211 CFR
part3;
(ii) That each laborer er mec:hillnic has been paid net
less lhan lhe applic.able wage mes and fringe benefits or
cash equivalents fir the da5silicaion of work performed,
as specified in the applicable wa91 de4enninaticn
in00IJ)Clfilled into the contract.
Exhibit I -Page 5 of 12
{3) TheWHkl)' submission of a pq,erly eiecuted
certificalian set forth on the reYErS& side of Oplianal Nlllll
WH-347 shall satisf)'lhe requirement for submissian mthe
"Statement of Canpiance" n1quired b)' pa,;ic,aph 3.b.(2) of
this S&Ction.
(4)lhe falsilc:ati0n of any aflhe above certificalions may
subject the conlladpr or subcoraactc, la civi or cnninal
pcmec:ution undersectian 10D1 of title 1B and sectian 231 of
tille 31 of lhe United States Code.
c. The conbadnr arsubcontradarshaD male the records
requin!d under ~h 3.a. of lhis sedim available b
inspection, copying, or 1ranscriplicn by aulharized
repn!51!nta5ues of lhe ccn1ractilg agenC)', 1he Stale DOT, the
FHWA. or lhe Depirtment al ubcr, and shal permit such
represenlatiues kl ftl!!Yiew emp(¥es during wcrki~ hows
on lhe job. If lhe contractor or suboonuactar fails lo submit the
requin!d records wto make lhem available, the FHWA may,
aller wrillen notice 1D the callractor, the conlracling agw;yor
lhe State DOT. take such aclion as maybe necesSillJlo
cause the suspension of ary lis1her payment, advance, or
guarmtee of imds. Funhenncn, taiure 1D 51bnil the required
records L1J1C11 reque5I or to make such records available may
be g1t111nds far debannent action pursuanl lo 20 CFR 5.12.
4. llppnntices illld trainees
a. Apinnlices (programs of the USOOL).
Appnnices 1lllil be )lenniltl!d ID,wn at less tllill\ lhe
padelallnined rate i,rthewart lhe)' performed when 1hey are
ll!lllp1(¥!11 pursuant lo and Ddivicmll)' regismd in a bona fide
~ Jlff9all regislen!d with lhe U.S. Depa1mertaf
Labar, Employment and Training Aannstraticn. Office of
AppnsiliCleslip Training, EmplO)'l!r and Labor Senrices, or with
a Sbi& Appranticeship Agency n1ccgnizl!d by lhe Oflice, orif a
person is eq,layed in his or her first 11D clays of probalionaly
1!f111f'¥nenlas an apprentice in such an appmticeshi)
program. who is nut ind"Nidually registl!n!d in the program, but
W10 has been certified by lhe Offioe c,f Apprenticeship
Tnining, Em~ and LabarSenrices or a State
AppnDiceship Af,ertc'/ ('llhent apprapriale) lo be el"igible kir
pnibatianarymi~ as an appnmlice.
The allowable ratio cl ann,nlicas kl ~en on the job
sill! in any c:rall classification shal nal be grea1er than the r.itio
permitted to 1he contractar as to the l!lltire wat force under
lhe ngislered prggram. AA'IWDIW listed on a payn,I at an
apprantice wage Jate. who is net n!gislen!d ordhenrise
emplayed as slated above, shan be paid not less lhan lhe
applicable wage rate o, lhe wage dele!minaticn forlhe
tlassilicalion of win actually petformed. In addiian. any
apinntice perfcnning wact on the jab de in l!m!Ss d lhe
ratio pe1111lted under the 11!1Jislen!d pnigr.im shall be paid nat
less than lhe applicable 1N3111! rat& on the mg& cWetminaian
for ll11! wn actuallyperfonned. When! a conlracloris
perfanning construction an a prujec:t in a laca6t)' olher than
Min which ils program is ~. the ratios and wage
Tales (19p11!S!ied in pe10l!lllages of the journeyman's houtly
rale) specified in the canlr.lctor's orsubconlr.adnr's ll!gisteRd
program shal be Clb5e!ved.
Every apprentice nmsl be paid al not less than the rale
specifil!d In the ll!gisteredl program lilrthe app91t.:e's kMI of
progress, expessed as a peRlllltlge of the jcuneymen hourly
rate specified in lhe applicable wage deteiminaticn.
Apprenlices shal be paid fringe benelils in accordance with
the proYisions of the~ progran. If the
appranliceship program does nol sp&afyfringebene&s,
appranlices must be paid the U amount r:l fringe benefits
listed on the wage dt!leimalalm far lhe applic:.ll>le
classification. If the Alinmlralordl!lennmes that a cifierenl
inctice prevails fur the applicable apprentice dassi6calion.
fringes shal be paid in accordance with that determalion.
In lhe eYent lhe Office of Apprenliceshp Training, Empl~er
and ubDr Slrvices, or aStateAppm,ticeship ~
~ b'I lhe Oliice. wilhdraws apprwal of an
apprenliceship prugram. the conlraclor will no longer be
permibd 111 •liza appm11ices at less than the apable
pedetenniled ra1e b the W0lt peifonned until an acctptable
pugram is ilFf)l'tM!d.
b. Trainees CP1>1,ams of the USOOL).
Exeept as puvided In 29 CFR 5. 115, trainees will net be
pennilled ID wort at less than the pn!demnnined rate for the
wort perbmed unle551hey are emplO)'l!d pursuant to and
indivicllally A!gistaed in a JIIDlll3ffl which has Reeiftd prior
appn,val, evidenced by funnal certification by lhe U.S.
Depa,1ment ort.allcr, ~nl and Training
Admaisbalicn.
The ratio of lralnee 111 joumeymen on the job site shal net be
gn1ater lhan pennilad under lhe plan ilFPrvved by lhe
Empbyrnenl and Tramg Admnstralicn
Ewayllilinee must be paid al nat less than the rale specified
ii lhe apprnll9d pqpan k,r the lrainee's level of progans,
upn!Ssed as a pen:entage of lhe journeyman hourly rate
speeilied in lhe ilA)icabe IIGg& determination. Trainees shaft
be paid fringe benells ill accordance lllih the pRMSimls af lhe
trainee p!'l93ffl. If lhe trainee program does not menlilln
fringe benefits. trainees shall be paid lhe ful-mt of fringe
benelis listed an the wage cletlermination unless the
Adminislr.rlcr of lhe Wage and Heu Diuision delermiles that
there 15 an appn!lllicesbip progr.am associated lllilh the
correspan~ jolmeyman wage rale en the wage
detenninalion which provides v 1ess than run fringe benelils
far apprenlices. kftmiFID,ee lisll!d o, the pil)'IIIII at a trainee
rail! 1ltl0 15 nol 11!gis1alad and p:ricipating in a training plan
appnM!d by the Employment and Training Adminislralion sh.al
be paid net less than the appl"l:ilble wage rale Clll lhe wage
det1m1ination fur the claumtian of wm aclually performed.
In adcf'llion, an'ltrainee perfDming WOik m thejcl)sill! in
excess afthe ratio pe,milled underlhe n!Qislared program
shal be paid oot les'5 lhan lhe ~ wage rate Clll the
wage deleminaticn forlhe\l!Cllt actuall'I perfoonl!d.
In the event the Employment and Training Amninistralian
withdra11115 approwal of a training pn,gram, lhe conlradcr •'11 no
longer be pannitttd lo ulii211 biiinees at less than the
appl"icable Jn(letan,uned rate for the IDt perfamed 1mlil an
ac:c:eptable program is appoved.
c. Equal 11mplgymenl oppcx11/nit)'. The ulmtion of
apprenlices. lrainees and journeymen ll'lder this pat shal be
in confoimiywilh the Rqlal ll!lllpla,uent oppcninit)'
requill!menls of Ela!aitive Order 11246, il5 amended, and 29
CFRpart30.
Exhibit I -Page 6 of 12
d. Apprentices and Trainees (prcgramsaf1he U.S. DOT).
App,entic:es and trames wming under ;;ippranticest.., and
slall Ir.ming prcgrams which have been certiied by 1he
Secretary of T,anspcil1alion as prnmomg EEO in 001111ection
MIi Federal-aid highway ccnstructian programs are not
subjec:ttDlhe requnmentsof parai,aph4 afthisSedion IV.
The slraight lime hourly wage rates b ilppfl!Mce5 and
lrainees under such pnJgr.lfflS will be establlshld by lhe
pa,ticdar pragrans. The ratio of ippn!l1ticas and lr.mees to
journeymen shall not be g!Nter than pennilled by the temts or
lhe particular pn,gram.
5. Compliance with Copeland Act requirements. The
contractor shall comply with the n!Cpremenls of 211 CFR part
3. which a,e incorporated by rere-in this contrai;t
6. Subcontracts. The conlrilctnr or subconlractor shall inset
Fonn FHWA-1273 in any subccnlracts and illso require 1he
subccnlracm to lrdlde Farm FHWA-1273 in any lower tier
subcontracts. The pine ccntractcr shall be responsible fir ltoe
cc:rnpliance ~ any subconbctor or lower tier smccnlradar
'Mh all the ocnlract dauses In 2D CFR 5.5-.
7.Conlncttenninalion:debamenl AbreachDfthe
contract clauses in 29 CFR 5.5 may be i,ounds for lenninatiDn
oflhe i:onlract. aid fer debannant as a i:onlractnr and a
subcmtractlll' as pvvided in 29 CFR fi.12.
8. Compliance with Dms-Bacon and Relal2CI Act
rec,Jiremenls. All rurmgs and lnlapretations of lie Davis-
Bacon and Related Acts canlailed in 29 CFR parts 1. 3. and 5
.wherein inOlll]IOlilled by 1an!nCe in lhis conbact.
9. Dispufes concerning l;ibor stUldards. Disputes arisalg
aut of the labor standards p11M5i1111s of this conlract shall nol
be sdlj&d tu the general lfspules clause of this CDllh:l Such
lfspules shal be ruolved in ac:canlanoe with lhe pn,oedures
of lhe Dapartmenl af ~set fath in 2G CFR parts 5, 8, and
7. Displles willin the meaning of this clause include disputes
between the conlraeb' (or anyaf ils sdlcanlracms) aid lhe
conlrac:ting agency, lie U.S. Depar1ment afl..abor, or the
empl~ artherrepresenlaliues.
10. Certification afeliglltility.
a. Byentemg inlo lhis conbct, 1he connclar teftilies thal
neither it (nor he a-she) naranyperson cirfinn who hils an
inlen!st in the mnlracmr's linn is a person orfnn inl!f1gible ID
be awanlecl Gouemment conbacts by virlle of section 3(a) of
lie Daws Bacon Actar29 CFR5.12(aX1).
b. No part of this ccnlract shall be subCOldracled h, any persm
or fim nellgible b-award af a Govemmenl conlract by virtue
of section 3(a) ar the Dauis-BilCOR Act or 29 CFR 5.12(aX1).
c. The penally fur making false statements is prescribed in the
U.S. Criminal Code. 18 U.S.C. 1001.
V. CONTRACTWORKHOURSANDSAFETY
STANDARDS ACT
The fdkMi~ clauses apply to any Feder.ii-aid CllllSN:tion
contrad in an amount in eu:ess of SI 00,000 and SlqRd lo the
overtime pvvisions of the Connet Wed Haui5 ;;ind Safety
Standards Act. These clauses shal be inserted in addilion lo
Che clauses ~ired by29 CfR 5..5(a) or 2S! CfR 4.6. As
used in 1his paragraph. the lefms laborers and mecmnics .-.elude watchmen ilnd guards.
1. Overtime requimnents. Nocontraclororsimcontractnr
conlracting for .ur, part ar Ille connct wort which may requn
er involve Che anployment Df laborers or mEChanics shaD
requin! orpeml any such laborer or mechanic in any
'll'lllrfmeH in which he or she is employed on such work lo
wort in excess d forty hours in such 'fllh,,eek unless such
labofer or mechilnic receives canpensation ill ii rate net less
lhan one and tll'IHlalf tines the basic rate of pay ban hours
warted.-. excess of forty hours in such wcdweek.
2. VICl~tion; liability for unpaid wagies; liquidated
d~es. .. the event of any wolaticn of lh& dilllSeset furl!
in~{t.)ofthissection. the conlracmrand any
SUbcontradoi11!5f)Cl1151111e therafcr sha0 be bllle for lhe
111paid wages. In additiat. such contractnr and subcontracmr
shill be liabl& 1D 1he United Stales {in lhe case af wud; done
utder contract for lhe District of Ccbnllia or a terrilory. 1D such
District or to such 1milzlry). for lilpdaled damages. Such
iquidated damages shal be computed will respect to each
inlfrviclral laborer er mech;in~ including Willchmen aid
~anls. efflllloyed in 11iolation or the clause set bth in
paragraph (1.) afthis Sl!Cticn • .-. the sum of$10fcreach
calendar day on which such lncivi:lual was required or
pennlted lo wcrl: .-. u:ess ofth& standard l'lmlNek of forty
hoin wilhoat payment of lhe CM!ftime Wages n!qUired by 1he
dame seHorth in paragr.ll)h (1.) of tis section.
3. Wrthholcf111g for unpaid wages and iquicbted damages.
The FHWA er the conlacting agency !hall upon ils D11111 adiDn
er up1111 wriHen JEqUest of an aulhcrizecl repn!Sl!nlalilre of the
Department ~UlbcrwilNdd er cause to bel'lilhheld. from
any moneys pil}'ilble on account ol \llUd; perfumed ~ the
cantradllrorsubeonlr.ldorunderanysuchccntractorany
dher Federal conlract will the same prime c:ontractor. or any
dherfederal~isled canlAct subject 1D 1he Contract Watt
Hours and Safely Standards Ai:t, which is held by the same
piffle Clllllractor, such 5lffl5 as may be detemmell lo be
necessa,y to satisfy any liabDilies of such i:onndor ar
subcontractnrfor unpaid~ and liquidated clamagls as
pvvicled in the clause set forth in paragraph (2.) of lhis
sedjcn_
4. Subcontm:ls. The conlradoror subconbadorshall insert
in any subconlracts lbe clauses set bth in pasagiaph (1 .)
througti (4.) of this section and also ii clause ,ecp.,iring lhe
subconlr.ldln lo include these clauses in any lower-lier
subconlr.lds. The prine contractor shall be responsille for
complii111Ce by any subc:acaclcr or lower lier subc:ontractor
wilh lhedilllSes selforlh In paragraphs (1.)through (4.) of lhis
Sl!Cticn.
Exhibit I -Page 7 of 12
VI. SUBLEmNG OR ASSIGNING lHE CONlRACT
This prgvisicn i5 appicallle ID al Federal-aid construction
conlrads on lhe National lighway System.
1. TheconlractDrshaD pe,farm lli!h itsa'MI organiz:alion
contract WOik amounting ID nol less lhan 30 percent (or a
greater pen:entage if specified elsewheR in lhe contract) of
lhe mlal orignal conlrad pice. excluding any specialty items
designated by lhe contracmg .agency. Specialty items 111ay be
petformed by suhoanlract and Ille ancult cf any suc:h
specialy iems perfonned may be clecluctecl fran the tdal
qnal contract price befcn! computing lhe .mount of wort
requiied la be performed by the ccntrador's own organization
(23 CfR 1135.1111).
a. The term "pe,form wDlt with its CMll 111J1311izalion" refer.;
ID workels employed or leased by lhe prime contracCDr, and
l!(!Uipmenl OMled or rented by the prime conbactor, vrilh or
lllilhout operators. Such telm does not include employees or
l!(!Uipmenl of a subconlractor or lower lier S1D:OO!ractor.
agen1s of lhe prime conlrac:llor, or any other assignees. The
tenn may lncmde payments for the cosg afhimg leased
empl~ fnml an employee leasng finn meetilg al relevant
lfleral and Stale regulatayraquirements. Leased
empla,oees rnay only be included ii this IIBlm if lhe pmie
conlrac:tor meel!i an cf the fDlkllmg concfrtions:
(I) the prime conbactormaintains control IM!l'the
supenrisian af the dilJ*day ac:hities of the leased
empro,,Ns;
(2) lhe prime conlractorianains respons1Dle rw lhe quafdy
of the llorl of the lei1151!d erq,loyees:
(3J the prime conlradol ll!lains ~ ~rru accept or
exclude incflllidual employees fmm wort on the prnjecl: and
(4) the prime conbaclarA!!Tlains ullirnD!ly responsible for
the ~enl of plNl!lennined mininun wages. lhe
submission of pa)mls, slalements cf~ and all
alher Federal ~lalay raquiremenls.
b. •Speciallylllems" shal be c:msbued ID be muled loworl
II.ii ll!qllires highly specazed knowledge. abilities, or
~enl not onlinarily .wailallle in the type of contracting
o,ganizalions qualified and expedll!cl lo bid or Jlf0f)05e an the
conlrac:t as a ale and ii general are ID be liri1ed to minor
ccmponents of the owerall contr.act.
2. lhecmtracl amount upon which the requnmenls setfcrtll
in paragraph ( 1) af Sec:ticn VJ ls oomputed indudes the C05t of
rnatmal and manutactur&d pnxlutts which are ID be
purdlased or produced by the conlracmrunder lhe ccxmd
pnwisicns.
3.. The conlr.lclDr shaU fumish (a) a conpelent superintendenl
or ~r who i5 empl~ by lhe &m. has fuD aulhorily ID
lfa-ecl performance of the wort in acconlance with the contract
nKpJirllnenls, and i5 in charve of all ccnslruc:tion operations
(reganless of who perfonns the WOii) and (b) such dhl!r aJ its
-. orgaliatia ial resources [supervision. management, and
qnetring setVices)as lhe conlractin11officer detennines is
necessary lo assUR! the perfannance af lhe conlrllct.
4. Na porticn af the contract shal be smlel assigned or
alhenrise disposed af except with lhe l'lrillen consent of the
conbading olli:er, or authorized~ and such
c:onsent "'1en given shal not be ccnstNed to ref"lffl! lhe
contractor of any R!Spcntifdy far lhe flifitrmenl of lhe
contract. Written consent will be given only afterlhe
conbading agency has assured that each subcan!r.lct i5
evidenced in writing and that it c:antains aD pei&.enl pnwilms
and 11!41irements of the prime conlratt.
5. The 30% self1)eriormance requiR!ment of parag,llllh (1) is
nol appficable to dsgn-tnnld coruacts; hOINIM!l, Clllltracmlg
agencies may establish their 01'111 self-performaJ1ce
requiraments.
VB. SAFETY: ACCIDENT PREVENTION
T h i s p r o v I s I a n i s applicallle la all Federal-aid
construclian contracts and lo ~ related subcontracts.
t. In the perfonTiance of this ccnlrac:t the conlraclor shall
comply wilh all applicable Federal. Stale. and loc:al laws
goverilg snty, healdl, and sanitation (23 CFR 635). The
conlractor shaD provide au safeguards, safsy devices and
potective equipment and tie any atherneeded adions as it
determines, or as the contractil111 officer may delennile. 1D be
reascnably necessary to prolec:t 1he life and heallh af
employffs on the job and the sa4y of the public and ID
poled property in connection wilh the pedarmance of lhe
wort awered by the conbac:l
2. II is a condition af this connct. and shal be made a
cancMion cf each subcanlr.lc:l, "'1idi the mntrac!Dr enters no
pnuant to lhis ccnlracl that the conlr.lclor and any
subc:onbadorshalnol permil qempoyee, ii penonnance
of the conlract. to wen in~ or undercontitions
which are unsanitary,~ or dangerous ID his/h1r
heallh or safety. as dt!lmnined under cmstructian safEty and
heallh slanmrd1 l2lt CFR 11t26J pnimulgated by Ille Seamry
of Labor, n accadance vrilh Section 107 af the Con1ract Wort
Hours and Smty Standards Act (40 LI.S.C. 3704).
3. Pursuant lo 29 CfR 11126.3. lisa concfllion aflhis contract
that the 5ec:nbry of I.bar or aulhoriZl!d represenlaliv&
Chen!of, shall hiM! righl of e,my ID any sill! cf con1r3CI
pelfamarl:e ID insped or investigate lhe maller of compflanoe
with lhe c:mslnldian safely and heallh stindanls and ID caay
out the duties of the Seaetuy IIKler Section 107 of lhe
Cantrac:I Wort lieus and Sa.fay Slandanls Act (40
U.S.C.3704).
VDl FALSE STATEMENTS CONCERNING IDGHWAY
PROJECTS
T h is p r o v f s i o n i s applicable to all Federal-al
constJuction conlracls and to • relaled subcontracts.
In order to ilS5UJI! high qualily and durable construction in
confonnily wi1h approved plans and specific:aticns and a ~
degnie or mrcabllty an statemenh and h!pn!Selllations made
by engineen. c:onlrac:lrn, 5Uppl!n. and 1Mders on Federal-
aid '9-Y prqecls, it is essential that an persons concemed
with lhe prtlject perfDnn llleirfundians as canmiily, thoroughly,
and haneslly as possible. Willful falsification, d"l51Dftion, er
mistepn!Sl!nlation will raspect ID -,fzts ralaled ID lhe
poject is a lriaiation of Federal law. To pn!'lll!nl i1ffJ
misundeistanding reganli1111 lhe seriousnes.s of these and
similar ads, Foim FHWA-1022 shall be pasted an each
Federal-aid ljghway poject 123 CFR 635) in one or men
Flaces where it is readily available ID al per.;ons ccncemed
with lhe project
18 U.S.C. 1112D reads as follows:
Exhibit I· Page 8 of 12
'Whoever. being an officer, agent, or employee oflhe United
States. otol an~ State mTerrilory. or"'1oever, whether a
person. •scx:iation, firm. u-C01p01alion. knowingly makes -,
false stateme~ false N!pll!5el'Glian, or false report• lD lhe
charactar, cpalily, quantity, or cost llf the material used or to
be used, or lhe quantity er quaity of the wori: perfcrmed or tD
be perfonned, or lhe cost thereof ii c:onnection with the
submission of plans, maps. specifications, i:onlrac:G, or C0Sls
m c:on5tvclicn Dn any hvn'rar er relall!d pn,jeet swnitted fDr
approval ID the Secretary ofTran5f)OrtatiDn; er
Whoeverl:nowingly makes any false statement. false
represenliltion, false report or false c:lain wilh resped tD lhe
charactar. cpalily, quantity. or cost manyWDrll perfcnned otlo
be performed, at materials fumished or ID be fumlslled, in
eonnecliDn will the CllllStructiDn of any highway or related
prqect appwed by the Sea-elary llf TranspDltaticn; or
Whoever 1:nowingly makes any false statement orfalse
representaticn • ID material fact ii all)' slateme~ cerificale.
or report submilled pil'SUilllt to pnivisiofts of the Federakud
Roads Act appnwed July 1, 1910, (39 Slat. 355), as amllllded
and ~plemented;
Shal be med &alder this tille or iinprisaned nDl mDre than 5
)9,illli Dr bo1h. -
IX. IMPLEMENTATION OF CLEAN AIR ACT AND FEDERAL
WATER POU.lillON COHTROLACT
This pl'0lllision is~ kl al Federal-aid mnstrucli1111
cantracts and to ab related subcanlract5.
Br submission oflhis bidlpopo531 or the ueaitioa of lhis
conlrxl. orsubconlract, u appq,iia!R, lhe bidder, poposer,
Feder.al-aid conswdion ca.,ba:ta, arsubc:onlractor, as
app,opia1e. w111 be deemed kl have stipulated as fdons:
1. That any perscn who is or will be utilized in the
perfonnance llf this canbacl is net prohibited from receiving an
award me ID a uiDlali1111 of SectiDn 51111 of !he Clean Water Act
or Sedion 3116 of the Clean Air Ac:l
2. lhallhe c:antr.iclllr agrees ID ilcble or cause to be
included the requiremenls al .,arai,aph (1) llflhis Sedion X in
every smcantract. and funher agrees to lake such acti11n as
lhe c:antracting agency may din!ctas a means of enfm:ing
such requinmenls.
X. CERTIACATION REGARDING DEBARMENT.
SUSPENSION. INBJGIBIJTY AMO VOUJNTARY
EXCLUSION
lhis pl'0lllisbl is ~ to al Federal..iid mnslructioo
cantJacls, dtsign-1,uikf mnllacts, subconllacts, lower-tier
subca.macts, tftlld,asl! onlers, lene ilgfftfflenls, consultant
Clll1tJacls or any other CCM!led lransacti11n requiring AMA
appruv.l or lhat is esunated ID cost $25,000 ot llllll1! -as
defined in 2 CFR Pn 180 and 1200.
1. Instructions for Certi~n -A,st Tier Parti~:
a. By signing and submitting this pnlpOSill, the pmspecti,le
irst lier participant is pmviding the certiicalion set out below.
b. The inabifrty rl a person lo pR)IIIU!e the cerifieaticn sel out
belDW will not necessarily 11!5Ul in danial rl parlicipatiDn n this
c:cwered fransactioft. The ptDSpec:IM! first tier~ shaD
submit an equnalion of why ii cannDt provide the certificaliDn
set Cd belDW. The certificaliDn or explanatiDn d be
considered in c:onnectiDn with lhedeparlmen er agency'i.
detenninatian whether 1D enler no this lransacti1111. HDWe1111r,
fall in llf lhe pn,spective i~ lier pa,ticipant ID fumish a
c:erlilicaliDn or an equnatian shall disqualify such a person
fum parti:lpa5on ft this lransacticn.
c. The ca1ilication in this clause is a material repn!5en1aliDn
of fact IIJIDII 1ANch reliance was placed lllfaen lhe conlradmg
agency detl!lmfned kl mer into tis transactirn If ii is lal!!r
detennined that the prospective participant tnCMlngly rendered
an emneous certifica1jcn_ in adlitian ID othenl!ffledies
illlailallle lo the Feder.ii Gollemmenl. the contracting agency
may lfflninale this lrans.lction for cause of default.
d. The pospective first lier participant shall pruvide
immediate Milien nDlioe to the cantracting agency ID whom
this proposal is sutmilled if any me the prospective first tier
participant learns lhal its certific:.il:icn was l!fflll1ecus when
submitted or has become eminl!ClUS by reason of cha,ged
circumstances.
e. The lenns •CIJU'el8f lransactiDn." .debarred."
"suspenclecl; 'wigible; •participant.· "person: "pincip;il;
and °ldlsltlrilyexcluded, • as used in 1his clause, are defined
in 2 a=R Pn 180 and 1200. 'Fntlier Covered
TransadiDnS" rem to any CIM!ll!d transactioo between a
s,antee orsubgranlee ofFedet'31 lmds and a participant (such
as the prime orgeninl contract). 't.oww Tier CIM!A!d
Transaclions" rem to any cawnd transactian under a Flllit
TaerCoueredTiansac:tion (such as !d>c:onlracts). 'FltStT•
Participanf rem ID the partq,altwho has en1en!d Into a
CCM!ll!d lr3n5adicn Mil a grantee arm,grantee af Federal
funds (such as the prime er general i:onlractor). "lmn!rTier
Participanr nness any paricipat who has entered inlD a
c:cwerad lr3n5adicn wilh a FIISl TierPirtic:ipant arolherlower
Tier Partqianls {such as subconbactol5 and 51.1>pf111S).
f. The pmspective mt tier paril:ip.int agrees by submiltin11
this pn,posa, that. should lhe proposed couered 11an5ac:tiDn be
entered fnlD, it shall not knowingly enter fn1D all)' lower lier
COIH!R!d tlansacticn wilh a perscn11ho is debam!d.
suspended. dedil1!cl ineliglllle, otvolutUnly excluded from
participation in this couered transaction, unless authDrized by
the deparlmert or agency enbmg inti> lhis transaction.
g. The pospective first lier participant furtherac,MS by
submilling 1his pmposal lhal it will incble the clause titled
"Certificatian Repnring Debament. Suspension, b!ligibDity
and VolunlalyExclusion-lowerTter Couered Tr.insacliDns;
provided bJ the deparlment orainbacting agency, enEfi,g
inlD tis COlll!A!d lransaclilln. without mcxlilication. in all lower
lier covered lransaclDns and ii al solicilations i>r lower tier
ccwered lnnsacticns exceeding the $25.DOO lhn!shcld.
h. Apa,ticipantin aCOlll!R!d fRnsad»n mayrvly•n a
certifmlion of a pn,spectiw pa,ticipanl in a loMr tier CCM!ll!d
transaction that is nol debarred, suspenlled. inefigtie. or
valunlarily excllded from the covered lr.lnsae:tiDn, unless It
knows lhat the cerlilicaticn is -us. A parlic:ipant is
11!Spcn511lle for en5Uring that its pmcipz are not suspended,
debam!d. a-otherwise iierva. to particpate ii C0¥1!:11!d
transactions. TD verify lhe eliglbHily of its ~ as well as
the efigibiily many lmftr" lier pmpedive participants, each
participant may, but is rd~ ID. checit lie Excluded
Paities List Systwm website ~lwww.epls.gowl. -..hich is
ccmpiled by lhe General Semoes AdministraliDn .
Exhibit I· Page 9 of 12
i Nothilg contailed in the foregoing shall be ccw1rved to
,-quint the l!Slablist.nett of a !5}'5ll!rn of reconfs in order to
render in good failh lhe cenificaion requintd by lhis wuH.
The l:nowledge and infamation of lhe prospedivl! participant
is notsequirad ID exceed lhatwhich is normally posses5ed by
a prudent peison in lhe onlina,y course of blmM!S5 dealings.
j. Eiccept for transactions authorized under paragr.aph {f) of
these inslruc:lions, if a participant in a -red transaction
knowingly enters inlo a lo_. lier covered lransaction MIil a
person who Is suspended. d~. ineli111l)le. orvoluntanly
oduded fr1lln pal1q)aticln in this lransadion, in addilian to
Dlh!!r 11!ffledies avauble ID the Famral Government. lbe
depa,tment ot agency may tenninate this tranACtion for cause
ordefault.
••• 11 'I
2.. ~on Reguding Debarment. Suspension.
lneligilJility and Voluntary Eiu:luslon -First Tier
Participants:
iL The prmpediw finttier~c:ipant certifies 11D the best of
its knowledge and belief, that itand i1s pincipals:
(1) Ale noC PR5ffllly debam!d, suspended, pn,posed for
debannent. declan!d ine6gible, or valunbriy excluded tarn
pa,tici,ating in CDVefed tr.lnsadicns by any Federal
depa,tment ot agency;
(2) Have noC within athrae-,earperiod incedilg this
proposal been convicled of or had a civi Juivnent nmdered
against them far commiuicn of fraud or a criminal offense in
c:onneclion wilh obtaining, allem~ tn obtan. or perianning
a public (Federal. state er local) transaction or conllilct under
a public transadion: wiolillDOn of Federal or Stae antibust
statutes or canmission of embezzlemeal. lhet. fDrvery,
brihety, falsification or destructiorl m qc:cxds, maling false
5talemenb, or ntcl!Mng slulen property;
(3) Ale nae pn!5enlly indicll!d fi0r orolhemise cmiinallycr
civilly charged by a epemrnenlal entity (Federal, Stale or
lacal) with C1111W111ssion of any of the llffenses esuneraled in
~ (a)(2) mthis cerflicatign; and
{4) Have not within a thnte-ymr period pn!0ed"q lhis
applicationtpq,osal had one or more public 113nsadians
(Feclefal. Slate or local) ll!nninaled fer cause or cleCilulL
b. Where lhe pnispeclive participant is unable tD Cllltify lo
any of lhe sta!ements rn tis cettilication. such pnispedive
particil)ant shall atadl an explanatian to lhis praposal
2. lnstruc:lie>ns for Certific:ation -Lower Tter P~cipants:
(Applicable to an swcon1rads, purchase orders and alher
loller tier 1ransacticns n!quiring prior FHWA apprtival or
estmated ta C05t $25.0DD or more -2 CFR Paris 180 and
1200)
a. By 59'ing and su!Jmilling this pniposal. lhe prospective
i-r tier Is prcwilfang lie oertilicatian set out billow.
b. The certification in this clause is a material rep,esentation
tlfact upon which reliance was placed when tis transaction
was enllel9cl int>. If it is later determined that lhe pospective
i-rtier part;cipant l:nowingly rendel1!d an errcneous
certiicalion, in adcition lo olher 111rnedies avalil>le lo lhe
Federal Government. the deparimenl. or ~with which
Chis transar.1ion origina1ed may pursue available remedies,
DClud'ng suspensicn andfor deb.im,ent
c. Toe prnspedive lower lier participant shall provide
inmecflille wrilten notice lo the person to MJic:h this pruposal is
submitted if at any time lhe pnl5f)l!Ctive 1-r tier participant
learns that its certi6calion was enuaeocJS ti, reason of
changed cinunstance5.
d. The lerms "covered lransaction." "debaned, •
"suspended,• ineligible." "parii::lJlilnl; "peqon. • "principal."
and "wbltarily excluded; as used in this dause. -defined
iD 2 a=R Par1s 180 and 1200. You may ccintact the petSOn to
which this pq,osa is submilled fur assistance in attaining a
i:opyuf those ll!gUlations. "Fnt Tier CoveradTransactians"
lml'S lo any CIJV'eled transac:tion ~ a grantH or
subgr.llltee of Federal funds and a partici,ant (such as the
pime or general c:cnhct). "Lower Tter Cowled Transactions•
l1!fer.; ID any coveted lransac:tion mw:ler a F°ust Tter Couered
Transaction (such as subcaltracts). '"F'nt Tier Participant"
lml'S ID the par1iqJant l'lho has t!l1ten!d into a CGIMl1!d
lransaction Mil a Flfllee or~tee of Federal fwMls
(such as the prime or gener.al conlracmr). "Lower Tier
Participanf' lml'!i any particip:ant 'ftho has entered inlD a
COYen!d transaction Mil a F"ll'St Tier P.-ticipanl or olher Lower
Tll!f" Partil:iparb {such as subconnctois and ~pfll!rS).
e. The paspediw lower" lier participant agrees by
submitting this pruposal thal, sllccllcl the ptOp05ed CCMftd
transaction be entered illD. il shall not knowingly enter au
any lower tier covered tr.lnsacli0n with a per.;on ""'° is
debaned. suspended. cledared lrieligible, or unluntarily
excluded fi'cm participation in this cawnd bansaclion. unless
authcrized by the department er agency with 1lflictl tis
lransadion arigmled.
f. The p1t1spectivie lower tier participant 11.Jlfler agraes by
submitting this pn,posal that il will mcude this clause Died
"Certilicalion Regarding Debament. Suspension, lneligibil'lty
and VolunlaryEJrclusion-lowerTterCcM!redTransaction."
without rnadification. In all lcnwef tier CCMnd lransactions and
in al solicitations for '-r tier covered transactions e1u:eeding
the S25.000 lhreshold.
g. A participant in a coven!cl transac:uon may rely ILIX>" a
e&rtilication of .i pmspectiue participant in a lowertierc:overed
lransadion that Is not debarred, suspended, lneligille, or
volunlarily excluded from lhe CCM!red transaction, unless ii
l:nows that the certilicalion is l!fflllll!OUS. A paltic:ipanl is
n!Spcnsible for-uring th.tits pincipals a111 not suspended,
clebam!d. er othemise lneliglble to parti~ In CCM!ll!d
lransadions. To verify lhuligibilityof is plincipals,. as well as
the ef1g1biily al ifff lower tier pospec:live parficip.inls. each
participant may. but is net ~il1!d to, check lie E:xduded
Parties List System website (htips:/,-,epls.gpllfl. lilhidt is
compiled by lhe General Services Adminislraion.
h. Nothing c:onbmd in the Joregoi-.i shall be conswed to
111qun estabrishmentaf a system mrec:onfs in order ID ll!llder
in good faith lhe certificalicn rac,ind by this dause. The
l:nowledge and infamation af paricipant is not ll!CJlnd lo
exceed lhat which is ll0ffllally possessed by a prudtmt perscn
in the ordinary coursed business deamgs.
I. Except far lransacticns aulhcrized under paragraFft e of
lhffe instructions, If a participant in a covered 1r.lnsaclian
l:nowingly l!IUrs ma lower tier 00llerl!d nnsaction with a
per..cn NID is suspended. debam!d. n!ligible. or wbltuiy
excluded fi'cm participation in this r.insaction. in adcfllion lo
alher remedies available to the Federal GoYemrnent. lhe
Exhibit I • Page 10 of 12
depa,tment or agency with which this lransactian originated
may pursue availalile Rmedies, including suspension and/cir
debannent
Certification Regarding Debannent. Suspension,
Ineligibility i1J1d Volunfary Exclus1on-Lower Tier
P.uticlpants:
1. The prospective lcwl!!rtierpartic:ipantc:enifies. by
submission of this pq,csall, that neilher it ncr its~ is
presenlly debarred, suspended. proposed fer debannent.
declared ineligible, orvcluntanly exdudeclfmm participating in
covered lransacticns by any Federal deparlment cir agency.
2. Where the prospective lower tier parlicipant is unable ta
certi'y ID any of the statements in lhis certification. such
prnspectiw panicipant shall attach an elqllanaoon ta Chis
proposal.
lCI. CERTIFJCATION REGARDING USE OF CONTRACT
RINDS FOR LOBBYING
This pnwisicn is iilfficallle to al Federal-aid constn.iction
caull:acb dJ'ld to all related subcantracts ,mich exceed
$1D0.000 (49 CFR 20).
1. The pruspecti1le participant Cl!lfifies, by signng and
submilting lhis bid or proposal, to the best of his or her
tnawledge and beief. that:
a. No Feder.d awropriated funds have been paid Cll" will be
paid, byorcn behalf of the undersigned. 1Danyperson fer
influencing cir attempting ID influence an officer or employee of
any Federal agency, a Member of Congress, an officer or
employee of Congress, or an emp/a,oee of a Member of
Congress in connection with the awarding af any Fedl!ral
c:onlrac:t. the malm,g of any Feeler.ii grant. the mating of any
Feder.I Joan. the enlemg inlc of any cooperative agreement.
and the utensian, continuation, renewal. amendment. or
modification of any Federal contract. grant. loan, or
cooperative agreemenl
b. If any funds olher than Federal appropriated funds have
been paid otwi1I be paid lo any person fer influencing or
attempting to influence an officer or empuyee of any Feeler.ii
agency, a Member of Ccns,ess, a, officer or-employee of
Congress • ..-an ell1l)loyee of a Member of Congress in
connection llilh tis Federal contract, grant, lean. or
cooperative agreement, the undersigned shall comp1ele and
submit Standard Form-LLL "Disdcsunt Fenn 1D Report
~g; in accordance with its instructions.
2. This cerlim:atian is a material represenlaticn of fact upon
Mlhich l"l!lianc:e was paced N1e11 this lr.lnsacticn was made or
enterad into. Sulmissian of this certification is a prerequisile
for making or entering into this 1.-ansacmln imposed by 31
U.S.C. 1352. Any pen;o11 who fails. to fie the required
certiication shall be subject to a cNill penalty of net less than
$10.0DO and net mere than $1 DDJIOD for each such failunt.
3. The prospective participant also agrees by sutmilmg Its
bid ar proposal that the participant shall require that lhe
language of this c:erlificatjgn be induded in al lower tier
subccnncl5. lllhich exceed S 100,0D0 and that al such
recipients shall certify and d'l5dcse accordingly.
Exhibit I -Page 11 of 12
ATTACHMENT A-EIIPLO'tMEHT AND MATERlALS
PREFERENCE FOR APPALACHIAN OEVB..OPMENT
HIGHWAY SYSTEM OR APPALACHIAN LOCAL ACCESS
ROAD CONTRACTS
This pRM5ian is ilFfllii:allle lo al Federal-aid projects funded
under the Appalacliian Reviaml Develcpnent Act of 1'185.
1. During lhe perlormance al lhis c:onl1act, the contractor
undertaking tD do wort which is, or R!asc:nably may be. done
as en-site wort, shall give prefennce to q.iafmed persons l'lflo
regul.aily reside fn the 1abcr a,u as designated by the DOL
wherein the con1rxl wort is silualed. a, Ille subregicn, orlhe
Appiu:hian counties af the Slate whe~in the conbac:l work ls
silual&d. except
a. To the ex1entthat quaified persons raprty n!Sil:ling in
tie aru 1111! not available.
b. For the reasonable needs of the conlract.Drto employ
5'IIJ)l!f1risor er specially uperienced person Ml nec:asary tD
assan an effi(ient ueculion of the conlracl w01t.
c. For the cbligalion of lhe cmtractcr lo alfer empl~ent to
presanl orbmeremplgyees as the R!SUlt of a lawful ccledive
bargaming contract. prowled that the ninber of nonresident
persons empl~ underlhis subpa,agr31lh (1c) shall not
exceed 2D percent allhl! total 111n1berof emplo)ftS employed
by the canlr3c:IElr on lhe contract wort. except as pn,uided in
Subpa13gf3ph (4) below.
2. The cmllrilclEr shill! place a jab order lliih the Slate
Empl¥1enl Ser.rice inrftealing (a) thedassilic:ations dlhl!
laboreq, mechanlc:s and olher employees rwqulred lo perfann
INt c:onlrad wort, (b) lhe number of ell1)1oyees required in
each classification, (c) the dale en Mtic:11 lhe participant
esti'nales such ~ will be requin!d, and (d) any other
pertinent inlarmaticn reqund bylhe State Eq,loyment
Service lo complete lhe jab olderbm. l1te jab arder may be
placed llith the Stlta ~tSefllic:e in Niing or by
lelephane. H during the cane al the contJact Mri:. the
infcnnab subrilll!d by the ~c:tDr in the original job ader
is substlntially mocflfied, IHI patioipant shall pa11F41y notify
lhe Stile Employment Service.
3. Toe c:mraclmrshilll give fdl ccnsidaatioo to al qualified
job applic:anls rNn!d la Im, by lie Stllll! Emp1¥11!f11
Service. The comacmr is not R!qlired to grant empk¥rtert to
any jab appicanls aha, in his apinion. are net ~ilied kl
petfDrm the dassification al wort requin!d.
4. If, within ene .eetfolowing lhe placing of ajol) arderby
lhe conlraclDr llilh lhe Stale Eq,loyment Service, the Stale
Empl¥1ed Ser.rice is unable 11D refer-, qualified jab
appli~ 11D lhe contradar, or less than the 1U111Mr
reqr.ll!Wd, the state Employmenl Senice ,.;1 forward a
c:er1lic:al2 tD the contrador indicating the unavailabiily al
applicants. Such certificate shall be made a part of the
contractor's pennanent prajed le0CJl'ds. Upon tecelpt of tis
ceniic:ale. lhe COdraCtllr may employ persons NIO do not
normally 11!5ide in the labor area ID fill posiliDRS cowered by the
c:ertiicale. l'l0Milltsbnding the pro'llisiens of Sdlparagraph (1c)
abao#e.
5. The provisions af23 C.FR 1133.21)7(e)alkM the
e0111radii111 illgenc:ytD pnivide a cmlractual pl'l!'4!n!tice b lhe
use af mineral resource matarials natift ID the Appalachlan
region.
6. The contractor shall irdlde lhe provisiDRS of Sections t
thnJl9l 4 of this Allachment A in ewry gjicm1ract fllr worlt
Ymich is. orR!i15011abiy may be, dane as on-site l'IOlt.
Exhibit I -Page 12 of 12
EXHIBIT J, ADDITIONAL FEDERAL REQUIREMENTS
Federal laws and regulations that may be applicable to the Work Include:
ExecutiveOrder11246
Executive Order 11246 of September 24, 1965 entitled "Equal Employment Opportunity," as amended by
Executive Order 11375 of October 13, 1967 and as supplemented in Department of Labor regulations (41 CFR
Chapter 60) (All construction contracts awarded in excess of $10,000 by the Local Agencys and their
contractors or the Local Agencys).
Copeland "Anti-Kickback" Act
The Copeland "Anti-Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations(29
CFR Part 3) (All contracts and sub-Agreements for construction or repair).
Davis-Bacon Act
The Davis-Bacon Act (40 U.S.C. 276a to a-7) as supplemented by Department of Labor regulations (29CFR
Part 5) (Construction contracts in excess of $2,000 awarded by the Local Agencys and the LocalAgencys
when required by Federal Agreement program legislation. This act requires that all laborers and mechanics
employed by contractors or sub-contractors to work on construction projects financed by federal assistance
must be paid wages not less than those established for the locality of the project by the Secretary of Labor).
Contract Work Hours and Safety Standards Act
Sections 103 and 107 of the Contract Work Hours and Safely Standards Act (40 U.S.C. 327-330) as
supplemented by Department of Labor regulations (29 CFR Part 5). (Construction contracts awarded by the
Local Agency's in excess of $2,000, and in excess of $2,500 for other contracts which involve the employment
of mechanics or laborers).
Clear Air Act
Standards, orders, or requirements issued under section 306 of the Clear Air Act (42 U.S.C. 1857(h), section
508 of the Clean Water Act (33 U.S.C. 1368). Executive Order 11738, and Environmental Protection Agency
regulations (40 CFR Part 15) (contracts, subcontracts, and sub-Agreements of amounts in excess of
$100,000).
Energy Policy and Conservation Act
Mandatory standards and policies relating to energy efficiency which are contained in the state energy
conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub . L. 94-163).
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 stat utes 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.
Nondlscri mlnatlon
42 USC 6101 et seq . 42 USC 2000d, 29 USC 794, and implementing regulation, 45 C.F.R. Part BO et. seq.
Th ese acts require that no person shall, on the grounds of race, color, national origin, age, or handicap, be
excluded from participation in or be subjected to discrimination in any program or activity funded, in whole or
part, by federal funds.
ADA
The Americans with Disabilities Act (Public Law 101-336; 42 USC 12101, 12102, 12111-12117, 12131-12134,
12141-12150 , 12161-12165, 121B1-12189, 12201-12213 47 USC 225 and 47 USC 611.
Uniform Relocation Assistance and Real Property Acquisition Policies Act
The Uniform Relocation Assistance and Real Property Acquisition Policies Act, as amended (Public Law 91-
646, as amended and Public Law 100-17, 101 Stat. 246-256). (If the contractor ls acquiring real property and
displacing households or businesses in the performance of the Agreement).
Drug-Free Workplace Act
The Drug-Free Workplace Act (Public Law 100-690 Title V, subtitle D, 41 USC 701 etseg.).
Age Discrimination Act of 1975
The Age Discrimination Act of 1975, 42 U.S.C. Sections 6101 et. seq. and its implementing regulation, 45
C.F.R. Part 91; Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. 794 , as amended , and implementing
regulation 45 C.F.R. Part 84.
23 C.F .R. Part 172
23 C.F.R. Part 172, concerning "Administration of Engineering and Design Related Contracts".
23 C.F.R Part 633
Exh ibit J • Page 1 of 2
23 C.F.R Part 633, concerning "Required Contract Provisions for Federal-Aid Construction Contracts".
23 C.F.R. Part 635
23 C.F.R. Part 635, concerning "Construction and Maintenance Provisions".
TiUe VI of the Civil Rights Act of 1964 and 162(a) of the Federal Aid Highway Act of1973
Title VI of the Civil Rights Act of 1964 and 162(a) of the Federal Aid Highway Act of 1973. The requirements for
which are shown in the Nondiscrimination Provisions, which are attached hereto and made a part hereof.
Nondiscrimination Provisions:
In compliance with Title VI of the Civil Rights Act of 1964 and with Section 162(a) of the Federal Aid Highway
Act of 1973, the Contractor, for itself, its assignees and successors ln interest, agree as follows:
i. Compliance with Regulations
The Contractor will comply with the Regulations of the Department of Transportation relative to
nondiscrimination in Federally assisted programs of the Department of Transportation (Title 49, Code
of Federal Regulations, Part 21, hereinafter referred to as the "Regulations"), which are herein
incorporated by reference and made a part of this Agreement.
ii. Nondiscrimination
The Contractor, with regard to the work performed by it after award and prior to completion of the
contract work, will not discriminate on the ground of race, color, sex, mental or physical handicap or
national origin in the selection and retention of Subcontractors, including procurement of materials and
leases of equipment. The Contractor will not participate either directly or indirectly in the discrimination
prohibited by Section 21.5 of the Regulations, including employment practices when the contract
covers a program set forth in Appendix C of the Regulations.
iii. Sollcltatlons for Subcontracts, Including Procurement of Materials and Equipment
In all solicitations either by competitive bidding or negotiation made by the Contractor for work to be
performed under a subcontract, including procurement of materials or equipment, each potential
Subcontractor or supplier shall be notified by the Contractor of the Contractor's obligations under this
Agreement and the Regulations relative to nondiscrimination on the ground of race, color, sex, mental
or physical handicap or national origin.
iv. Information and Reports
The Contractor will provide all Information and reports required by the Regulations, or orders and
instructions issued pursuant thereto and will permit access to its books, records, accounts, other
sources of information and its facilities as may be determined by the State or the FHWA to be
pertinent to ascertain compliance with such Regulations, orders and instructions. Where any
information required of the Contractor is in the exclusive possession of another who fails or refuses to
furnish this information, the Contractor shall so certify to the State, or the FHWA as appropriate and
shall set forth what efforts have been made to obtain the information.
v. Sanctions for Noncompliance
In the event of the Contractor's noncompliance with the nondiscrimination provisions of this
Agreement, the State shall impose such contract sanctions as it or the FHWA may determine to be
appropriate, including, but not limited to: a. Withholding of payments to the Contractor under the
contract until the Contractor complies, and/or b. Cancellation, termination or suspension of the
contract, in whole or in part.
Incorporation of Provisions §22
The Contractor will include the provisions of this Exhibit J in every subcontract, including procurement of
materials and leases of equipment, unless exempt by the Regulations, orders, or instructions issued
pursuant thereto. The Contractor will take such action with respect to any subcontract or procurement as
the State or the FHWA may direct as a means of enforcing such provisions including sanctions for
noncompliance; provided, however, that, in the event the Contractor becomes involved in, or Is threatened
with, litigation with a Subcontractor or supplier as a result of such direction, the Contractor may request the
State to enter into such litigation to protect the interest of the State and in addition, the Contractor may
request the FHWA to enter into such litigation to protect the interests of the United States.
Exhibit J • Page 2 of2
EXHIBIT K, FFATA SUPPLEMENTAL FEDERAL PROVISIONS
State of Colorado
Supplemental Provisions for
Federally Funded Contracts, Grants, and Purchase Orders
Subject to
The Federal Funding Accountability and Transparency Act of 2006 (FFATA), As Amended
Revised as of 3-20-13
The contract, grant, or purchase order to which these Supplemental Provisions are attached has been funded,
in whole or in part, with an Award of Federal funds. In the event of a conflict between the provisions of these
Supplemental Provisions, the Special Provisions, the contract or any attachments or exhibits incorporated into
and made a part of the contract, the provisions of these Supplemental Provisions shall control.
1. Definitions. For the purposes of these Supplemental Provisions, the following terms shall have the
meanings ascribed to them below.
1.1. "Award" means an award of Federal financial assistance that a non-Federal Entity receives or
administers in the form of;
1.1.1.Grants;
1.1.2.Contracts;
1.1.3. Cooperative agreements, which do not include cooperative research and development
agreements (CROA) pursuant to the Federal Technology Transfer Act of 1986, as
amended (15 U.S.C. 3710);
1.1.4.Loans;
1.1.5.Loan Guarantees;
1.1.6.Subsidies;
1.1. 7 .Insurance;
1.1.B.Food commodities;
1.1.9.Direct appropriations;
1.1.10. Assessed and voluntary contributions; and
1.1.11. Other financial assistance transactions that authorize the expenditure of Federal funds by
non-Federal Entities.
Award does not include:
1.1.12. Technical assistance, which provides services in lieu of money;
1.1.13. A transfer of title to Federally -owned property provided in lieu of money; even if the award
is called a grant;
1.1.14. Any award classified for security purposes; or
1.1.15. Any award funded in whole or in part with Recovery funds, as defined in section 1512 of
the American Recovery and Reinvestment Act (ARRA) of 2009 (Public Law 111-5).
1.2. "Contract" means the contract to which these Supplemental Provisions are attached and includes all
Award types in §1.1.1 through 1.1.11 above.
1.3. "Contractor" means the party or parties to a Contract funded, in whole or in part, with Federal
financial assistance, other than the Prime Recipient, and includes grantees, subgrantees,
Subrecipients, and borrowers. For purposes of Transparency Act reporting, Contractor does not
include Vendors.
1.4. "Data Universal Numbering System (DUNS) Number'' means the nine-digit number established
and assigned by Dun and Bradstreet, Inc. to uniquely identify a business entity. Oun and Bradstreet's
website may be found at: http://fedgov.dnb.com/webform.
1.5. "Entity" means all of the following as defined at 2 CFR part 25, subpart C;
1.5.1. A governmental organization, which is a State, local government, or Indian Tribe;
1.5.2A foreign public entity;
1.5.3A domestic or foreign non-profit organization;
Exhibit K -Page I of 4
1.5.4.A domestic or foreign for-profit organization; and
1.5.5. A Federal agency, but only a Subrecipient under an Award or Subaward to a non-Federal
entity.
1.6. "Executive" means an officer, managing partner or any other employee in a management position.
1.7. "Federal Award Identification Number (FAIN)" means an Award number assigned by a Federal
agency to a Prime Recipient.
1.8. "FFATA" means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109-
282), as amended by §6202 of Public Law 110-252. FFATA, as amended, also is referred to as the
"Transparency Act."
1.9. "Prime Recipient" means a Colorado State agency or institution of higher education that receives an
Award.
1.10. "Subaward" means a legal instrument pursuant to which a Prime Recipient of Award funds awards
all or a portion of such funds to a Subrecipient, in exchange for the Subrecipient's support in the
performance of all or any portion of the substantive project or program for which the Award was
granted.
1.11. "Subreclplent" means a non-Federal Entity (or a Federal agency under an Award or Subaward to a
non-Federal Entity) receiving Federal funds through a Prime Recipient to support the performance of
the Federal project or program for which the Federal funds were awarded. A Subrecipient is subject to
the terms and conditions of the Federal Award to the Prime Recipient, including program compliance
requirements. The term "Subrecipient" includes and may be referred to as Subgrantee.
1.12. "Subreclptent Parent DUNS Number" means the subrecipient parent organization's 9-digit Data
Universal Numbering System (DUNS) number that appears in the subrecipient's System for Award
Management (SAM) profile, if applicable.
1.13. "Supplemental Provisions" means these Supplemental Provisions for Federally Funded Contracts,
Grants, and Purchase Orders subject to the Federal Funding Accountability and Transparency Actof
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 Com pensatlon" means the cash and noncash dollar value earned by an Executive during the
Prime Recipient's or Subrecipient's preceding fiscal year and includes the following:
1.15.1. Salary and bonus;
1.15.2. Awards of stock, stock options, and stock appreciation rights, using the dollar amount
recognized for financial statement reporting purposes with respect to the fiscal year in
accordance with the Statement of Financial Accounting Standards No. 123 (Revised
2005) (FAS 123R), Shared Based Payments;
1.15.3. Earnings for services under non-equity incentive plans, not including group life, health,
hospitalization or medical reimbursement plans that do not discriminate in favor of
Executives and are available generally to all salaried employees;
1.15.4. Change in present value of defined benefit and actuarial pension plans;
1.15.5. Above-market earnings on deferred compensation which is not tax-qualified;
1.15.6. Other compensation, if the aggregate value of all such other compensation (e.g.
severance, termination payments, value of life insurance paid on behalf of the employee,
perquisites or property) for the Executive exceeds $10,000.
1.16. "Transparency Act" means the Federal Funding Accountability and Transparency Act of 2006 (Public
Law 109-282), as amended by §6202 of Public Law 110-252. The Transparency Act also is referred
toas 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 Subrecipientand
Exhibit K -Page 2 of 4
is not subject to the terms and conditions of the Federal award. Program compliance requirements do
not pass through to a Vendor.
2. Compliance. Contractor shall comply with all applicable provisions of the Transparency Act and the
regulations issued pursuant thereto, including but not limited to these Supplemental Provisions. Any
revisions to such provisions or regulations shall automatically become a part of these Supplemental
Provisions, without the necessity of either party executing any further instrument. The State of Colorado
may provide written notification to Contractor of such revisions, but such notice shall not be a condition
precedent to the effectiveness of such revisions.
3. System for Award Management (SAM) and Data Universal Numbering System (DUNS) Requirements.
3.1. SAM. Contractor shall maintain the currency of its information in SAM until the Contractor submits the
final financial report required under the Award or rece ives final payment, whichever is later.
Contractor shall review and update SAM information at least annually after the initial registration, and
more frequently if required by changes in its information.
3.2. DUNS. Contractor shall provide its DUNS number to its Prime Recipient, and shall update
Contractor's information in Dun & Bradstreet, Inc. at least annually after the initial registration, and
more frequently if required by changes in Contractor's information.
4. Total Compensation. Contractor shall include Total Compensation in SAM for each of its five most highly
compensated Executives for the preceding fiscal year if:
4.1. The total Federal funding authorized to date under the Award is $25,000 or more; and
4.2. In the preceding fiscal year, Contractor received:
4.2.1. 80% or more of its annual gross revenues from Federal procurement contracts and
subcontracts and/or Federal financial assistance Awards or Subawards subject to the
Transparency Act; and
4.2.2. $25,000,000 or more in annual gross revenues from Federal procurement contracts and
subcontracts and/or Federal financial assistance Awards or Subawards subject to the
Transparency Act; and
4.3. The public does not have access to information about the compensation of such Executives through
periodic reports filed under section 13(a) or 1 S(d) of the Securities Exchange Act of 1934 (15 U.S.C.
78m(a), 78o(d) or§ 6104 of the Internal Revenue Code of 1986.
5. Reporting. Contractor shall report data elements to SAM and to the Prime Recipient as required in §7
below if Contractor is a Subrecipient for the Award pursuant to the Transparency Act. No direct payment
shall be made to Contractor for providing any reports required under these Supplemental Provisions and the
cost of producing such reports shall be included in the Contract price. The reporting requirements in §7
below are based on guidance from the US Office of Management and Budget (0MB), and as such are
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/sco/FFAT A.htm.
6. Effective Date and Dollar Threshold for Reporting. The effective date of these Supplemental Provisions
apply to new Awards as of October 1, 2010. Reporting requirements in §7 below apply to new Awards as of
October 1, 2010, if the initial award is $25,000 or more. If the initial Award is below $25,000 but subsequent
Award modifications result in a total Award of $25,000 or more, the Award is subject to the reporting
requirements as of the date the Award exceeds $25,000. If the initial Award is $25,000 or more, but funding
is subsequently de-obligated such that the total award amount falls below $25,000, the Award shall continue
to be subject to the reporting requirements.
7. Subreclplent Reporting Requirements. If Contractor is a Subrecipient, Contractor shall report as set forth
below.
Exhibit K -Page 3 of 4
7.1 ToSAM. A Subrecipient shall register in SAM and report the following data elements in SAM foreach
Federal Award Identification Number no later than the end of the month following the month in which
the Subaward was made:
7.1.1 Subrecipient DUNS Number;
7.1.2 Subrecipient DUNS Number+ 4 if more than one electronic funds transfer (EFT) account;
7.1.3 Subrecipient Parent DUNS Number;
7.1.4 Subrecipient's address, including: Street Address, City, State, Country, Zip+ 4, and
Congressional District;
7.1.5 Subrecipient's top 5 most highly compensated Executives if the criteria in §4 above are
met; and
7.1.6 Subrecipient's Total Compensation of top 5 most highly compensated Executives if
criteria in §4 above met.
7.2 To Prime Recipient. A Subrecipient shall report to its Prime Recipient, upon the effective date of the
Contract, the following data elements:
7.2.1 Subrecipient's DUNS Number as registered in SAM.
7.2.2 Primary Place of Performance Information, including: Street Address, City, State,
Country, Zip code + 4, and Congressional District.
8. Exemptions.
8.1. These Supplemental Provisions do not apply to an individual who receives an Award as a natural
person, unrelated to any business or non-profit organization he or she may own or operate in his or
her name.
8.2 A Contractor with gross income from all sources of less than $300,000 in the previous tax year is
exempt from the requirements to report Subawards and the Total Compensation of its most highly
compensated Executives.
8.3 Effective October 1, 2010, "Award· currently means a grant, cooperative agreement, or other
arrangement as defined in Section 1.1 of these Special Provisions. On future dates "Award"may
include other items to be specified by 0MB in policy memoranda available at the 0MB Web site;
Award also will include other types of Awards subject to the Transparency Act.
8.4 There are no Transparency Act reporting requirements for Vendors.
Event of Default. Failure to comply with these Supplemental Provisions shall constitute an event of default
under the Contract and the State of Colorado may terminate the Contract upon 30 days prior written notice if the
default remains uncured five calendar days following the termination of the 30 day notice period. This remedy
will be in addition to any other remedy available to the State of Colorado under the Contract, at law or in equity.
Exhib it K -Page 4 of 4
EXHIBIT L, SAMPLE SUBRECIPIENT MONITORING AND RISK
ASSESSMENT
CDOT SUB RECIPIENT RISK ASSESSMENT Date:
Name of Entity (Subredplent):
Name of Prefect/ Program:
Estlmated Award Period:
Entlry Executive 0 'rectar or VP;
Entity 0,fef Financial Officer:
Entlty Representative for this Se'f As5essment:
.lnmuctlom: (Sn "lnstrvct/ons• tab for mon lniom,otlon)
1. Oleck'only one· borfer.t:ach question. All qiesttons ore ~qu/i'ld.to.biianswe,ftl:
2. Utiflze, the ;'Comment" section below the /o$l question for additional responses:
• Whm comp/i:te, ch~ the boli at the' bottani of thil farm ta .authorize.
Yn No N/A
r entity (managed for less than three years)? Examples of D D
P S1P-M ere.
m have at least.three full years or experience with this
ant/award 10% or mo~ of ~ur entity's overall rurr11ns?
f.iasyour entity returned _lapsed• furids?•Funds "/apse"when they arena longeravallobhifor
ob at/an. '
!2 Ha~ your !ftl,ty ha~ dtfficult,; meeting l~I m.atchrequlrerr,ientsln th!, la~ttl:iree years?
!! What Is the ·tatal federal funding your.entity has been awarded for the !ast federal Rsc:al year,
and what Is -ur entl s fiscal ar end?
Exh ibit L -Page I of 3
1 1 D D
n D D
ll Has your entjty ~d •llY slsnmcant ctianges In key personnel pr ac~untll)g sys\e rt)(s) In the l~st '
, year? (e.g,, Controller, EK« Dlrcrctor, Progrom Mgr, A«al,!ntlng Mgf, etc.) ·11 Yes, ln ihe .
, ·mment sectlon, please Identify the accounting JYStem(.s), 9nd.J ar list ptrSannel positions and
ldr:ntlfy any that arr: wcant.,
Do~ your-entity havf!_flnancl11f procedures and controls In place to acccmmoi!ate,~. fe~~r~l-ald
ect?.
citir 11ceo~r1tlng syste·m Identify the receipts and expenaltures of prqgram f!,lnds
ara tt1y for each _awar e!?
ll W~I youi: a~·oontlni system pr911lde for the recoralna of expe"fidlt\Jres for eac!J awafd by tlie
bud_@"t_cost categories shown In the approved bud t?
li Does your agency have a review process for all eitpen~ltures that wm ensure that a~ costs are
1 r~~na~I. ·, · ·· ·· · · ·l!lfsource?.lf·Y~,lnt1,~mni~t
scrctlon. · ts.
11. rr th(~,!ll>capitng fedei:al !Ward cir!~ t!JeJfllmedl~tii f\.ltuf!!/do~ your entity have any P,O ~·n~al
c;cnfllcts of Interest'! ln:accordance with appllcable l'ederal awarding age~ P.~rcy?'I/ Yes,
p"l~s,e d~c;kitl tiiese_ cotif/fcts_ln wrft(tJg, aloni/."l'{lth supportl_ng lnformatfon, dnJsu~IT)lf-w/th
thlsft,rm. ( .. ~ pn,d~s1 act Mir~ or rrlatlonshlps ih a¼ ,-.a,~bly_op~art11 b~ in eoniJ;a wttll th, /1111
"' ... -i._..a, 1 pttjormanc. of th, sub, ... p~nt•s pbllgaf lonit~ thi:~ot~
19 For this award_. has VgtJr entity dlsdosed to coo,:,ln writing. vlo)at[ons of Federal_crlmlnal law_.
[~Ins f!!'ud,brl~iry, ,ar.srattllW~vJolatlons jl9teri~lly,'!.~ng ~ •~!I.rd_? _g~po,ae ~
op_tfons1 . .
1 rE$ ~~eek (.~ave ~!?'!119n!,vlo/citl~n(si1:t;!d h!!ve ei#J.trd~dased P~'!!.!Y to. a:ipro~ as 1
, ·' it of thlsform;ln the commentsl!Ctlon, I/st oil lllo/otlons with names.of supporting
docum~ik_yo1;1 _a.nd ~l!_brillt, wtth: this fo ~. . . . r .• ,
, 'to ... a.«~waveone or.m9re,~1olotlon(sJ and have {l Otdlsclo~ Pf!VIOusly or will not
disclose 'as part"of rhls'ferm. E11plaln tn the cammfflt·sealan. · '
. :4 ~:citt1c i/have noiiototlo;;: •-· •· ' · -.
J .. -.....
D D
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Ill Dees ~'!(entity haye ii wi'lttel) pr~procei!ufe.qr·cerWlc;atlor, 'tate.r:nent 11j,j,f~il. liyyou (
pe~ns boa rd ensu~,,rs crltlcafpr9/ed p~11,1 !_re capab'e of effectively managlngJ ederai-n D
aid . rb etts? I ,Yes · ltose.1ubmltwlth this rm.
21 Ooe5 !l'our ehtl~ have .written procurement pollcles orcertlffC;atron stlU/mevt for consul!llnt ·
,1earon appr(?Ved ,livyour BOVe"llng board .l!J cpmp\iarq Wjth 23 CFR-172°? 1/Y.es, plea~• n □
• submJ,Tivith"ihf:5/o"!!.· ( •Thi: Brook, Act m:iulres_ o~no~, to protrlf't' Opffl com~tltlOII l,y .ad-~ttetng,
nmldhQ, ·sel«tilig, rmd MQOtlalinrfcontruc:ts·baudon demomtratffl a,mpetttii:e and qualiflcatlo~"!"at ir
pr, anil_rmsonableprtc..J · ' •
n a) Is your staff famfllar with the releva~t COOT manuals.and federal program re~ulrements? n n
• ' iv-~~ ~Lir en~tv M°ve· a ~lttenpoll~ er.a certification statement approved ~your
, ~emJn~ ~card as~url~S federat•ald pfcj;cts ~nl receive !{~uate·ln,spectlo,is? 1/.'rr;s, ·please
. submit with this orm. ___ ___ _ _ '
c;) ~ your en~ty"ha\le ~ written proeess ?'·II ~11i~t11tlon sta~merat approved, by your -
11011emln11 board assuring a con &-actor's work will be completed In ~fornianc:e With approved
lans ~nd J c_fficatlons?f Yes leasesubmlt with this orm,
Exhibit L -Page 2 of 3
n 'o
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d) Does your e!'tlty have a written policy or certification statement approved by your governing
board assuring that materials Installed on the projects are sampled and tested per approved I I □ □ recesses. I · Yes lea~ S.llbmft with this arm.
• e) Does your entity have a wrltteri policy or certlfll:lltfo'! statement approved by your sovemlnii
· b0ard ~ssurrns that only us manufactured steel wrll ~e Incorporated Into the pt'IIJect (Buy I I D D
Am r/ro ulm nts 1 I _Xes I :submit with Is arm.
Comments -As needed, Include the question number and provide comments related to the above questions.
Insert additional raws as needed.
n ly chec/1/,ag thts boK. the Elrecullve Director, VP or Chief R111111dol OJ/fur o/fhlJ e,attty urt(/les thrrt all
ln/ormrrtlan pra~lded a,a th/J form ts lnle and torrect.
Exhibit L • Page 3 of 3
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 are attached has been funded, in whole or in
part, with an award of Federal funds. In the event ofa conflict between the provisions of these Supplemental Provisions,
the Special Provisions, the agreement or any attachments or exhibits incorporated into and made a part of the agreement,
the provisions of these Uniform Guidance Supplemental Provisions shall control. In the event ofa conflict between the
provisions of these Supplemental Provisions and the FFATA Supplemental Provisions, the FFATA Supplemental
Provisions shall control.
9. Definitions. For the purposes of these Supplemental Provisions, the following terms shall have the meanings ascribed
to them below.
9.1. "Award" means an award by a Recipient to a Subrecipient funded in whole or in part by a Federal Award. The
terms and conditions of the Federal Award flow down to the Award unless the terms and conditions of the
Federal Award specifically indicate otherwise. 2 CFR §200.38
9.2. "Federal Award" means an award of Federal financial assistance or a cost-reimbursement contract underthe
Federal Acquisition Requirements by a Federal A warding Agency to a Recipient. "Federal Award" also means
an agreement setting forth the terms and conditions of the Federal Award. The term does not include payments
to a contractor or payments to an individual that is a beneficiary of a Federal program.
9.3. "Federal Awarding Agency" means a Federal agency providing a Federal Award to a Recipient. 2 CFR
§200.37
9.4. "FFAT A" means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109-282), as
amended by §6202 of Public Law 110-252.
9.5. "Grant" or "Grant Agreement" means an agreement setting forth the terms and conditions ofan Award. The
term does not include an agreement that provides only direct Federal cash assistance to an individual, a subsidy,
a loan, a loan guarantee, insurance, or acquires property or services for the direct benefit of use of the Federal
Awarding Agency or Recipient. 2 CFR §200.51.
9.6. "OMB" means the Executive Office of the President, Office of Management and Budget.
9.7. "Recipient" means a Colorado State department, agency or institution of higher education that receives a
Federal Award from a Federal Awarding Agency to carry out an activity under a Federal program. The term
does not include Subrecipients. 2 CFR §200.86
9.8. "State" means the State of Colorado, acting by and through its departments, agencies and institutions ofhigher
education.
9.9. "Subrecipient" means a non-Federal entity receiving an Award from a Recipient to carry out part ofaFederal
program. The tenn 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 Act follow-up. The terms and conditions of the Uniform Guidance flow down to Awards
to Subrecipients unless the Uniform Guidance or the terms and conditions of the Federal Award specifically
indicate otherwise . .
9.11. "Uniform Guidance Supplemental Provisions" means these Supplemental Provisions for Federal Awards
subject to the 0MB Unifonn Guidance, as may be revised pursuant to ongoing guidance from relevant Federal
agencies or the Colorado State Controller.
10. Compliance. Subrecipient shall comply with all applicable provisions of the Uniform Guidance, including but not
limited to these Uniform Guidance Supplemental Provisions. Any revisions to such provisions automatically shall
Exhibit M -Page 1 of 5
become a part of these Supplemental Provisions, without the necessity of either party executing any further instrument.
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 Unifonn Guidance, including without limitation, §§200.318
through 200.326 thereof.
3.2 Procurement of Recovered Materials. IfSubrecipient is a State Agency or an agency ofa political
subdivision of a state, its contractors must comply with section 6002 of the Solid Waste Disposal Act, as
amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring
only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247that
contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory
level of competition, where the purcliase price of the item exceeds $10,000 or the value of the quantityacquired
during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that
maximizes energy and resource recovery; and establishing an affirmative procurement program forprocurement
of recovered materials identified in the EPA guidelines.
4. Access to Records. Subrecipient shall permit Recipient and auditors to have access to Subrecipient's records and
financial statements as necessary for Recipient to meet the requirements of §200.331 (Requirements forpass-through
entities), §§200.300 (Statutory and national policy requirements) through 200.309 (Period of performance), and
Subpart F-Audit Requirements of the Unifonn Guidance. 2 CFR §200.33 l(a)(5).
5. Single Audit Requirements. If Subrecipient expends $750,000 or more in Federal Awards during Subrecipient's
fiscal year, Subrecipient shall procure or arrange for a single or program-specific audit conducted for that year in
accordance with the provisions of Subpart F-Audit Requirements of the Unifonn 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 Unifonn Guidance §200.514
(Scope of audit), except when it elects to have a program-specific audit conducted in accordance with §200.507
(Program-specific audits). Subrecipient may elect to have a program-specific audit ifSubrecipientexpends
Federal Awards under only one Federal program (excluding research and development) and the Federal
program's statutes, regulations, or the tenns 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. lfSubrecipient expends less than $750,000 in Federal Awards during its fiscal year, Subrecipient
shall be exempt from Federal audit requirements for that year, except as noted in 2 CFR §200.503 (Relation to
other audit requirements), but records shall be available for review or audit by appropriate officials of the
Federal agency, the State, and the Government Accountability Office.
5.3 Subrecipient Compliance Responsibility. Subrecipient shall procure or otherwise arrange for the audit
required by Part F of the Unifonn Guidance and ensure it is properly perfonned and submitted when due in
accordance with the Uniform Guidance. Subrecipient shall prepare appropriate financial statements, including
the schedule of expenditures of Federal awards in accordance with Uniform Guidance §200.5 IO (Financial
statements) and provide the auditor with access to personnel, accounts, books, records, supporting
documentation, and other information as needed for the auditor to perform the audit required by Uniform
Guidance Part F-Audit Requirements.
6, Contract Provisions for Subrecipient Contracts. Subrecipient shall comply with and shall include all ofthe
following applicable provisions in all subcontracts entered into by it pursuant to this Grant Agreement.
6.1 Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet
the definition of"federally assisted construction contract" in 41 CFR Part 60-1.3 shall include the equal
opportunity clause provided under 41 CFR 60-l.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
Exhibit M -Page 2 of 5
Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and
implementing regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal
Employment Opportunity, Department ofLabor."
"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
are employed, and that employees are treated during employment, without regard to their race, color, religion,
sex, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading,
demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms
of compensation; and selection for training, including apprenticeship. The contractor agrees to post in
conspicuous places, available to employees and applicants for employment, notices to be provided by the
contracting officer setting forth the provisions of this nondiscrimination clause.
(2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the
contractor, state that all qualified applicants will receive consideration for employment with9ut regard to race,
color, religion, sex, or national origin.
(3) The contractor will send to each labor union or representative of workers with which he has a collective
bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting
officer, advising the labor union or workers' representative of the contractor's commitments under section 202 of
Executive Order 11246 of September 24, 1965, and shall post copies of the notice in conspicuous places
available to employees and applicants for employment.
(4) The contractor will comply with all provisions ofExecutive Order 11246 of September 24, 1965,and
of the rules, regulations, and relevant orders of the Secretary ofLabor.
(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 ofinvestigation 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 contractor
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 dee Jared 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 subcontractor
purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuantto
section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each
subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order
as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for
noncompliance: Provided, however, that in the event the contractor becomes involved in, or is threatened with,
litigation with a subcontractor or vendor as a result of such direction, the contractor may request the United
States to enter into such litigation to protect the interests of the United States."
4.2 Davis-Bacon Act. Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program
legislation, all prime construction contracts in excess of$2,000 awarded by non-Federal entities must includea
provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by
Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts
Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be
required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage
determination made by the Secretary of Labor . In addition, contractors must be required to pay wages not less
than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued
by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be
conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or
reported violations to the Federal awarding agency. The contracts must also include a provision for compliance
with the Copeland "Anti-Kickback" Act (40 U.S.C. 3145), as supplemented by Department ofLaborregulations
(29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in
Exhibit M -Page 3 of 5
Part by Loans or Grants from the United States"). The Act provides that each contractor or Subrecipient must
be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of
public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal
entity must report all suspected or reported violations to the Federal awarding agency.
4.3 Rights to Inventions Made Under a Contract or Agreement. lfthe Federal Award meets the definition of
"funding agreement" under 37 CFR §401.2 (a) and Subrecipient wishes to enter into a contract with a small
business firm or nonprofit organimtion regarding the substitution of parties, assignment or perfonnance of
experimental, developmental, or research work under that "funding agreement," Subrecipient must comply with
the requirements of 37 CFR Part 40 I, "Rights to Inventions Made by Nonprofit Organimtions and Small
Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing
regulations issued by the awarding agency.
4.4 Clean Air Act (42 U.S.C. 7401-767lq.) and the Federal Water Pollution Control Act (33 U.S.C.1251-
1387), as amended. Contracts and subgrants of amounts in excess of$150,000 must contain a provision that
requires the non-Federal award to agree to comply with all applicable standards, orders or regulations issued
pursuant to the Clean Air Act (42 U.S.C. 7401-767lq) and the Federal Water Pollution Control Act as amended
(33 U.S.C. 12S1-1387). Violations must be reported to the Federal awarding agency and the Regional Office of
the Environmental Protection Agency (EPA).
4.5 Debarment and Suspension (Executive Orders 12549 and 12689). A contract award (see 2 CFR 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 that implement Executive Orders 12549 (3 CFR
part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM
Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as
parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.
4.6 Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). Contractors that apply or bid for an award exceeding
$100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used
Federal appropriated funds to pay any person or organimtion for influencing or attempting to influence an
officer or employee ofany agency, a member of Congress, officer or employee of Congress, or an employee ofa
member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31
U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection
with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award.
7. Certifications. Unless prohibited by Federal statutes or regulations, Recipient may require Subrecipient to submit
certifications and representations required by Federal statutes or regulations on an annual basis. 2 CFR §200.208.
Submission may be required more frequently ifSubrecipient 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 constitute an
event of default under the Grant Agreement (2 CFR §200.339) and the State may terminate the Grant upon 30 days
prior written notice if the default remains uncured five calendar days following the termination of the 30 daynotice
period. This remedy will be in addition to any other remedy available to the State of Colorado under the Grant, at law
or in equity.
9 . Effective Date. The effective date of the Uniform Guidance is December 26, 2013. 2 CFR §200.110. The
procurement standards set forth in Uniform Guidance §§200.317-200.326 are applicable to new Awards made by
Recipient as of December 26, 2015. The standards set forth in Uniform Guidance Subpart F-Audit Requirements are
applicable to audits of fiscal years beginning on or after December 26, 2014.
10. Performance Measurement
The Uniform Guidance requires completion ofOMB-approved standard information collection forms (the PPR). The
form focuses on outcomes, as related to the Federal Award Performance Goals that awarding Federal agencies are
required to detail in the Awards.
Exhibit M -Page 4 of 5
Section 200.301 provides guidance to Federal agencies to measure perfonnance 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 S of S