The URL can be used to link to this page

Home My Public Portal AboutResolution 2014-06-03 Authorizing the Town Manager to Execute a Contract with the Bowman Vision Land Engineers for Project Engineer Services for the Fraser US 40 Highway Improvement ProjectTOWN OF FRASER BOARD OF TRUSTEES Resolution No. 2014-06-03 A RESOLUTION AUTHORIZING THE TOWN MANAGER TO EXECUTE A CONTRACT WITH THE BOWMAN VISION LAND ENGINEERS FOR PROJECT ENGINEER SERVICES FOR THE FRASER US 40 IMPROVEMENT PROJECT WHEREAS, the Town Board finds that the Fraser US40 Highway Improvement Project effectively leverages private improvement traffic signal projects at Rendezvous Road and First Street toward funding capacity improvements which provide significant public benefit. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FRASER, COLORADO, THAT: 1. The Town Manager is hereby authorized to execute a public service contract for Project Engineer services for the Fraser US 40 Improvement Project to be paid from funds previously appropriated for such project, subject to approval of the final form by the Town Attorney. 2. The Town Manager is also authorized to take all steps necessary to implement the project expeditiously, including the expense of General Funds and prompt reimbursement requests in accordance with the project budget. READ, PASSED ON ROLL CALL VOTE, AND ADOPTED BY THE BOARD OF TRUSTEES THIS day of , 2014. Votes in favor: -i Votes opposed: Absent: �2 Abstained: CLSEAL SEA 90 ATTEST - Town Clerk 000 Center for Procurement Services 4201 E. Arkansas Avenue, Room 200 Denver, Colorado 80222 (303) 757-9236 July 17, 2014 Town of Fraser Town Manager — Jeff Durbin P.O. Box 370 Fraser, CO 80442 RE: 14 HA3 67344 — Executed Intergovernmental Agreement (19874) SAP # 331001118 Dear Mr. Durbin, Enclosed is the original, fully -executed IGA referenced above. If you have any questions or need additional assistance on this IGA, feel free to contact us at your convenience at (303) 757-9351 Sincerely, Jeremy oth for Wendy Mallari Contract Administrator 303.757.9351 Wendy.Mallari@state.co.us Enclosure: IGA (FMLAWRK) Project: US40 Improvements NHPP 0403-058 (19874) Region:3 (JG) STATE OF COLORADO Department of Transportation Agreement with TOWN OF FRASER TABLE OF CONTENTS Rev. 7/8/09 Routing #: 14-HA3-*6 & 7 3 y SAP ID #: 331001118 1. PARTIES.................................................................................................................................................2 2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY....................................................................2 EXHIBIT B 3. RECITALS..............................................................................................................................................2 EXHIBIT C 4. DEFINITIONS........................................................................................................................................2 EXHIBIT D 5. TERM AND EARLY TERMINATION..................................................................................................3 EXHIBIT E 6. SCOPE OF WORK.................................................................................................................................3 EXHIBIT F 7. OPTION LETTER MODIFICATION.....................................................................................................7 EXHIBIT G 8. PAYMENTS............................................................................................................................................7 EXHIBIT H 9. ACCOUNTING.......................................................................................................................................9 EXHIBIT I - 10. REPORTING - NOTIFICATION...........................................................................................................9 EXHIBIT J - 11. LOCAL AGENCY RECORDS.............................................................................................................10 EXHIBIT K 12. CONFIDENTIAL INFORMATION -STATE RECORDS....................................................................10 13. CONFLICT OF INTEREST..................................................................................................................11 14. REPRESENTATIONS AND WARRANTIES......................................................................................11 15. INSURANCE........................................................................................................................................12 16. DEFAULT-BREACH...........................................................................................................................13 17. REMEDIES...........................................................................................................................................13 18. NOTICES and REPRESENTATIVES..................................................................................................15 19. RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE.............................................15 20. GOVERNMENTAL IMMUNITY........................................................................................................15 21. STATEWIDE CONTRACT MANAGEMENT SYSTEM....................................................................16 22. FEDERAL REQUIREMENTS.............................................................................................................16 23. DISADVANTAGED BUSINESS ENTERPRISE (DBE).....................................................................16 24. DISPUTES............................................................................................................................................16 25. GENERAL PROVISIONS....................................................................................................................17 26. COLORADO SPECIAL PROVISIONS...............................................................................................19 27. SIGNATURE PAGE.............................................................................................................................21 28. EXHIBIT A- SCOPE OF WORK 29. EXHIBIT B - LOCAL AGENCY RESOLUTION 30. EXHIBIT C - FUNDING PROVISIONS 31. EXHIBIT D - OPTION LETTER 32. EXHIBIT E - LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST 33. EXHIBIT F - CERTIFICATION FOR FEDERAL -AID CONTRACTS 34. EXHIBIT G - DISADVANTAGED BUSINESS ENTERPRISE 35. EXHIBIT H - LOCAL AGENCY PROCEDURES FOR CONSULTANT SERVICES 36. EXHIBIT I - FEDERAL -AID CONTRACT 37. EXHIBIT J - FEDERAL REQUIREMENTS 38. EXHIBIT K - SUPPLEMENTAL FEDERAL PROVISIONS 1. PARTIES THIS AGREEMENT is entered into by and between TOWN OF FRASER (hereinafter called the "Local Agency"), and the STATE OF COLORADO acting by and through the Department of Transportation (hereinafter called the "State" or "CDOT"). 2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY This Agreement shall not be effective or enforceable until it is approved and signed by the Colorado State Controller or their designee (hereinafter called the "Effective Date"). The State shall not be liable to pay or reimburse the Local Agency for any performance hereunder, including, but not limited to costs or expenses incurred, or be bound by any provision hereof prior to the Effective Date. 3. RECITALS A. Authority, Appropriation, and Approval Authority exists in the law and funds have been budgeted, appropriated and otherwise made available and a sufficient unencumbered balance thereof remains available for payment and the required approval, clearance and coordination have been accomplished from and with appropriate agencies. i. Federal Authority Pursuant to Title I, Subtitle A, Section 1108 of the "Transportation Equity Act for the 21st Century" of 1998 (TEA -21) and/or the "Safe, Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users" (SAFETEA-LU) of 2005 and to applicable provisions of Title 23 of the United States Code and implementing regulations at Title 23 of the Code of Federal Regulations, as may be amended, (collectively referred to hereinafter as the "Federal Provisions"), certain federal funds have been and are expected to continue to be allocated for transportation projects requested by the Local Agency and eligible under the Surface Transportation Improvement Program that has been proposed by the State and approved by the Federal Highway Administration ("FHWA"). ii. State Authority Pursuant to CRS §43-1-223 and to applicable portions of the Federal Provisions, the State is responsible for the general administration and supervision of performance of projects in the Program, including the administration of federal funds for a Program project performed by a Local Agency under a contract with the State. This Agreement is executed under the authority of CRS §§29-1-203, 43-1-110; 43-1-116, 43-2-101(4)(c) and 43-2-104.5. B. Consideration The Parties acknowledge that the mutual promises and covenants contained herein and other good and valuable consideration are sufficient and adequate to support this Agreement. C. Purpose The purpose of this Agreement is to disburse Federal funds to the Local Agency pursuant to CDOT's Stewardship Agreement with the FHWA. D. References All references in this Agreement to sections (whether spelled out or using the § symbol), subsections, exhibits or other attachments, are references to sections, subsections, exhibits or other attachments contained herein or incorporated as a part hereof, unless otherwise noted. 4. DEFINITIONS The following terms as used herein shall be construed and interpreted as follows: A. Agreement or Contract "Agreement" or "Contract" means this Agreement, its terms and conditions, attached exhibits, documents incorporated by reference under the terms of this Agreement, and any future modifying agreements, exhibits, attachments or references that are incorporated pursuant to Colorado State Fiscal Rules and Policies. B. Agreement Funds "Agreement Funds" means funds payable by the State to Local Agency pursuant to this Agreement. C. Budget "Budget" means the budget for the Work described in Exhibit C. Document Builder Generated Page 2 of 21 D. Consultant and Contractor "Consultant" means a professional engineer or designer hired by Local Agency to design the Work and "Contractor" means the general construction contractor hired by Local Agency to construct the Work. E Evaluation "Evaluation" means the process of examining the Local Agency's Work and rating it based on criteria established in §6 and Exhibits A and E. F. Exhibits and Other Attachments The following exhibit(s) are attached hereto and incorporated by reference herein: Exhibit A (Scope of Work), Exhibit B (Resolution), Exhibit C (Funding Provisions), Exhibit D (Option Letter), Exhibit E (Checklist), Exhibit F (Certification for Federal -Aid Funds), Exhibit G (Disadvantaged Business Enterprise), Exhibit H (Local Agency Procedures), Exhibit I (Federal -Aid Contract Provisions), Exhibit J (Federal Requirements) and Exhibit K (Supplemental Federal Provisions). G. Goods "Goods" means tangible material acquired, produced, or delivered by the Local Agency either separately or in conjunction with the Services the Local Agency renders hereunder. H. Oversight "Oversight" means the term as it is defined in the Stewardship Agreement between CDOT and the Federal Highway Administration ("FHWA") and as it is defined in the Local Agency Manual. I. Party or Parties "Party" means the State or the Local Agency and "Parties" means both the State and the Local Agency J. Work Budget Work Budget means the budget described in Exhibit C. K. Services "Services" means the required services to be performed by the Local Agency pursuant to this Contract. L. Work "Work" means the tasks and activities the Local Agency is required to perform to fulfill its obligations under this Contract and Exhibits A and E, including the performance of the Services and delivery of the Goods. M. Work Product "Work Product" means the tangible or intangible results of the Local Agency's Work, including, but not limited to, software, research, reports, studies, data, photographs, negatives or other finished or unfinished documents, drawings, models, surveys, maps, materials, or work product of any type, including drafts. 5. TERM AND EARLY TERMINATION The Parties' respective performances under this Agreement shall commence on the Effective Date. This Agreement shall terminate after five (5) years of state controllers signature in section 27, unless sooner terminated or completed as demonstrated by final payment and final audit. 6. SCOPE OF WORK A. Completion The Local Agency shall complete the Work and other obligations as described herein in Exhibit A. Work performed prior to the Effective Date or after final acceptance shall not be considered part of the Work. B. Goods and Services The Local Agency shall procure Goods and Services necessary to complete the Work. Such procurement shall be accomplished using the Contract Funds and shall not increase the maximum amount payable hereunder by the State. C. Employees All persons employed hereunder by the Local Agency, or any Consultants or Contractors shall be considered the Local Agency's, Consultants', or Contractors' employee(s) for all purposes and shall not be employees of the State for any purpose. D. State and Local Agency Commitments i. Design Document Builder Generated Page 3 of 21 If the Work includes preliminary design or final design or design work sheets, or special provisions and estimates (collectively referred to as the "Plans"), the Local Agency shall comply with and be responsible for satisfying the following requirements: a) Perform or provide the Plans to the extent required by the nature of the Work. b) Prepare final design in accordance with the requirements of the latest edition of the American Association of State Highway Transportation Officials (AASHTO) manual or other standard, such as the Uniform Building Code, as approved by the State. c) Prepare provisions and estimates in accordance with the most current version of the State's Roadway and Bridge Design Manuals and Standard Specifications for Road and Bridge Construction or Local Agency specifications if approved by the State. d) Include details of any required detours in the Plans in order to prevent any interference of the construction Work and to protect the traveling public. e) Stamp the Plans produced by a Colorado Registered Professional Engineer. f) Provide final assembly of Plans and all other necessary documents. g) Be responsible for the Plans' accuracy and completeness. h) Make no further changes in the Plans following the award of the construction contract to contractor unless agreed to in writing by the Parties. The Plans shall be considered final when approved in writing by CDOT and when final they shall be incorporated herein. ii. Local Agency Work a) Local Agency shall comply with the requirements of the Americans With Disabilities Act (ADA), and applicable federal regulations and standards as contained in the document "ADA Accessibility Requirements in CDOT Transportation Projects". b) Local Agency shall afford the State ample opportunity to review the Plans and make any changes in the Plans that are directed by the State to comply with FHWA requirements. c) Local Agency may enter into a contract with a Consultant to perform all or any portion of the Plans and/or of construction administration. Provided, however, if federal -aid funds are involved in the cost of such Work to be done by such Consultant, such Consultant contract (and the performance/provision of the Plans under the contract) must comply with all applicable requirements of 23 C.F.R. Part 172 and with any procedures implementing those requirements as provided by the State, including those in Exhibit H. If the Local Agency enters into a contract with a Consultant for the Work: (1) Local Agency shall submit a certification that procurement of any Consultant contract complies with the requirements of 23 C.F.R. 172.5(1) prior to entering into such Consultant contract, subject to the State's approval. If not approved by the State, the Local Agency shall not enter into such Consultant contract. (2) Local Agency shall ensure that all changes in the Consultant contract have prior approval by the State and FHWA and that they are in writing. Immediately after the Consultant contract has been awarded, one copy of the executed Consultant contract and any amendments shall be submitted to the State. (3) Local Agency shall require that all billings under the Consultant contract comply with the State's standardized billing format. Examples of the billing formats are available from the CDOT Agreements Office. (4) Local Agency (and any Consultant) shall comply with 23 C.F.R. 172.5(b) and (d) and use the CDOT procedures described in Exhibit H to administer the Consultant contract. (5) Local Agency may expedite any CDOT approval of its procurement process and/or Consultant contract by submitting a letter to CDOT from the Local Agency's attorney/authorized representative certifying compliance with Exhibit H and 23 C.F.R. 172.5(b)and (d). (6) Local Agency shall ensure that the Consultant contract complies with the requirements of 49 CFR 18.36(1) and contains the following language verbatim: (a) The design work under this Agreement shall be compatible with the requirements of the contract between the Local Agency and the State (which is incorporated herein by this reference) for the design/construction of the project. The State is an intended third -party beneficiary of this agreement for that purpose. Document Builder Generated Page 4 of 21 (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 the Local Agency to make such changes therein as the State determines necessary to comply with State and FHWA requirements. iii. Construction If the Work includes construction, the Local Agency shall perform the construction in accordance with the approved design plans and/or administer the construction in accordance with Exhibit E. Such administration shall include Work inspection and testing; approving sources of materials; performing required plant and shop inspections; documentation of contract payments, testing and inspection activities; preparing and approving pay estimates; preparing, approving and securing the funding for contract modification orders and minor contract revisions; processing Construction Contractor claims; construction supervision; and meeting the Quality Control requirements of the FHWA/CDOT Stewardship Agreement, as described in the Local Agency Contract Administration Checklist. a) If the Local Agency is performing the Work, the State may, after providing written notice of the reason for the suspension to the Local Agency, suspend the Work, wholly or in part, due to the failure of the Local Agency or its Contractor to correct conditions which are unsafe for workers or for such periods as the State may deem necessary due to unsuitable weather, or for conditions considered unsuitable for the prosecution of the Work, or for any other condition or reason deemed by the State to be in the public interest. b) The Local Agency shall be responsible for the following: (1) Appointing a qualified professional engineer, licensed in the State of Colorado, as the Local Agency Project Engineer (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. (2) For the construction of the Work, advertising the call for bids upon approval by the State and awarding the construction contract(s) to the low responsible bidder(s). (a) All advertising and bid awards, pursuant to this agreement, by the Local Agency shall comply with applicable requirements of 23 U.S.C. §112 and 23 C.F.R. Parts 633 and 635 and C.R.S. § 24-92-101 et seq. Those requirements include, without limitation, that the Local Agency and its Contractor shall incorporate Form 1273 (Exhibit I) in its entirety verbatim into any subcontract(s) for those services as terms and conditions therefore, as required by 23 C.F.R. 633.102(e). (b) The Local Agency may accept or reject the proposal of the apparent low bidder for Work on which competitive bids have been received. The Local Agency must accept or reject such bid within fourteen (14) working days after they are publicly opened. (c) As part of accepting bid awards, the Local Agency shall provide additional funds, subject to their availability and appropriation, necessary to complete the Work if no additional federal -aid funds are available. (3) The requirements of this §6(1))(iii)(c)(2) also apply to any advertising and awards made by the State. (4) If all or part of the Work is to be accomplished by the Local Agency's personnel (i.e. by force account) rather than by a competitive bidding process, the Local Agency shall perform such work in accordance with pertinent State specifications and requirements of 23 C.F.R. 635, Subpart B, Force Account Construction. (a) Such Work will normally be based upon estimated quantities and firm unit prices agreed to between the Local Agency, the State and FHWA in advance of the Work, as provided for in 23 C.R.F. 635.204(c). Such agreed unit prices shall constitute a commitment as to the value of the Work to be performed. Document Builder Generated Page 5 of 21 (b) An alternative to the preceding subsection is that the Local Agency may agree to participate in the Work based on actual costs of labor, equipment rental, materials supplies and supervision necessary to complete the Work. Where actual costs are used, eligibility of cost items shall be evaluated for compliance with 48 C.F.R. Part 31. (c) If the State provides matching funds under this Agreement, rental rates for publicly owned equipment shall be determined in accordance with the State's Standard Specifications for Road and Bridge Construction § 109.04. (d) All Work being paid under force account shall have prior approval of the State and/or FHWA and shall not be initiated until the State has issued a written notice to proceed. E. State's Commitments a) The State will perform a final project inspection of the Work as a quality control/assurance activity. When all Work has been satisfactorily completed, the State will sign the FHWA Form 1212. b) Notwithstanding any consents or approvals given by the State for the Plans, the State shall not be liable or responsible in any manner for the structural design, details or construction of any major structures designed by, or that are the responsibility of, the Local Agency as identified in the Local Agency Contract Administration Checklist, Exhibit E. F. ROW and Acquisition/Relocation a) If the Local Agency purchases a right of way for a State highway, including areas of influence, the Local Agency shall immediately convey title to such right of way to CDOT after the Local Agency obtains title. b) Any acquisition/relocation activities shall comply with all applicable federal and state statutes and regulations, including but not limited to the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 as amended and the Uniform Relocation Assistance and Real Property Acquisition Policies for Federal and Federally Assisted Programs as amended (49 C.F.R. Part 24), CDOT's Right of Way Manual, and CDOT's Policy and Procedural Directives. c) The Parties' respective compliance responsibilities depend on the level of federal participation; provided however, that the State always retains Oversight responsibilities. d) The Parties' respective responsibilities under each level in CDOT's Right of Way Manual (located at http://www.dot.state.co.us/ROW_Manual/) and reimbursement for the levels will be under the following categories: (1) Right of way acquisition (3111) for federal participation and non -participation; (2) Relocation activities, if applicable (3109); (3) Right of way incidentals, if applicable (expenses incidental to acquisition/relocation of right of way — 3114). G. Utilities If necessary, the Local Agency shall be responsible for obtaining the proper clearance or approval from any utility company which may become involved in the Work. Prior to the Work being advertised for bids, the Local Agency shall certify in writing to the State that all such clearances have been obtained. a) Railroads If the Work involves modification of a railroad company's facilities and such modification will be accomplished by the railroad company, the Local Agency shall make timely application to the Public Utilities commission requesting its order providing for the installation of the proposed improvements and not proceed with that part of the Work without compliance. The Local Agency shall also establish contact with the railroad company involved for the purpose of complying with applicable provisions of 23 C.F.R. 646, subpart B, concerning federal -aid projects involving railroad facilities and: b) Execute an agreement setting out what work is to be accomplished and the location(s) thereof, and which costs shall be eligible for federal participation. c) Obtain the railroad's detailed estimate of the cost of the Work. d) Establish future maintenance responsibilities for the proposed installation. e) Proscribe future use or dispositions of the proposed improvements in the event of abandonment or elimination of a grade crossing. f) Establish future repair and/or replacement responsibilities in the event of accidental destruction or damage to the installation. Document Builder Generated Page 6 of 21 H. Environmental Obligations The Local Agency shall perform all Work in accordance with the requirements of the current federal and state environmental regulations including the National Environmental Policy Act of 1969 (NEPA) as applicable. I. Maintenance Obligations The State shall maintain and operate the Work constructed under this Agreement at its own cost and expense during their useful life, in a manner satisfactory to the State and FHWA.. 7. OPTION LETTER MODIFICATION An option letter may be used to add a phase without increasing total budgeted funds, increase or decrease the encumberance amount as shown on Exhibit C, and/or tranfer funds from one phase to another. Option letter modification is limited to the specific scenarios listed below. The option letter shall not be deemed valid until signed by the State Controller or an authorized delegate. A. Option to add a phase and/or increase or decrease the total encumbrance amount. The State may require the Local Agency to begin a phase that may include Design, Construction, Environmental, Utilities, ROW Incidentals or Miscellaneous (this does not apply to Acquisition/Relocation or Railroads) as detailed in Exhibit A and at the same terms and conditions stated in the original Agreement, with the total budgeted funds remaining the same. The State may simultaneously increase and/or decrease the total encumbrance amount by replacing the original funding exhibit (Exhibit C) in the original Agreement with an updated Exhibit C-1 (subsequent exhibits to Exhibit C-1 shall be labeled C-2, C-3, etc). The State may exercise this option by providing a fully executed option to the Local Agency within thirty (30) days before the initial targeted start date of the phase, in a form substantially equivalent to Exhibit D. If the State exercises this option, the Agreement will be considered to include this option provision. B. Option to transfer funds from one phase to another phase. The State may require or permit the Local Agency to transfer funds from one phase (Design, Construction, Environmental, Utilities, ROW Incidentals or Miscellaneous) to another as a result of changes to state, federal, and local match. The original funding exhibit (Exhibit C) in the original Agreement will be replaced with an updated Exhibit C-1 (subsequent exhibits to Exhibit C-1 shall be labled C-2, C-3, etc.) and attached to the option letter. The funds transferred from one phase to another are subject to the same terms and conditions stated in the original Agreement with the total budgeted funds remaining the same. The State may unilaterally exercise this option by providing a fully executed option to the Local Agency within thirty (30) days before the initial targeted start date of the phase, in a form substantially equivalent to Exhibit D. Any transfer of funds from one phase to another is limited to an aggregate maximum of 24.99% of the original dollar amount of either phase affected by a transfer. A bilateral amendment is required for any transfer exceeding 24.99% of the original dollar amount of the phase affected by the increase or decrease. C. Option to do both Options A and B. The State may require the Local Agency to add a phase as detailed in Exhibit A, and encumber and transfer funds from one phase to another. The original funding exhibit (Exhibit C) in the original Agreement will be replaced with an updated Exhibit C-1 (subsequent exhibits to Exhibit C-1 shall be labeled C-2, C-3, etc.) and attached to the option letter. The addition of a phase and encumbrance and transfer of funds are subject to the same terms and conditions stated in the original Agreement with the total budgeted funds remaining the same. The State may unilaterally exercise this option by providing a fully executed option to the Local Agency within thirty (30) days before the initial targeted start date of the phase, in a form substantially equivalent to Exhibit D. 8. PAYMENTS The State shall, in accordance with the provisions of this §8, pay the Local Agency in the amounts and using the methods set forth below: A. Maximum Amount The maximum amount payable is set forth in Exhibit C as determined by the State from available funds. Payments to the Local Agency are limited to the unpaid encumbered balance of the Contract set forth in Document Builder Generated Page 7 of 21 Exhibit C. The Local Agency shall provide its match share of the costs, if any, as evidenced by an appropriate ordinance/resolution or other authority letter which expressly authorizes the Local Agency the authority to enter into this Agreement and to expend its match share of the Work. A copy of such ordinance/resolution or authority letter is attached hereto as Exhibit B. B. Payment i. Advance, Interim and Final Payments Any advance payment allowed under this Contract or in Exhibit C shall comply with State Fiscal Rules and be made in accordance with the provisions of this Contract or such Exhibit. The Local Agency shall initiate any payment requests by submitting invoices to the State in the form and manner, approved by the State. ii. Interest The State shall fully pay each invoice within 45 days of receipt thereof if the amount invoiced represents performance by the Local Agency previously accepted by the State. Uncontested amounts not paid by the State within 45 days shall bear interest on the unpaid balance beginning on the 46th day at a rate not to exceed one percent per month until paid in full; provided, however, that interest shall not accrue on unpaid amounts that are subject to a good faith dispute. The Local Agency shall invoice the State separately for accrued interest on delinquent amounts. The billing shall reference the delinquent payment, the number of days interest to be paid and the interest rate. iii. Available Funds -Contingency -Termination The State is prohibited by law from making commitments beyond the term of the State's current fiscal year. Therefore, the Local Agency's compensation beyond the State's current Fiscal Year is contingent upon the continuing availability of State appropriations as provided in the Colorado Special Provisions. The State's performance hereunder is also contingent upon the continuing availability of federal funds. Payments pursuant to this Contract shall be made only from available funds encumbered for this Contract and the State's liability for such payments shall be limited to the amount remaining of such encumbered funds. If State or federal funds are not appropriated, or otherwise become unavailable to fund this Contract, the State may terminate this Contract immediately, in whole or in part, without further liability in accordance with the provisions hereof. iv. Erroneous Payments At the State's sole discretion, payments made to the Local Agency in error for any reason, including, but not limited to overpayments or improper payments, and unexpended or excess funds received by the Local Agency, may be recovered from the Local Agency by deduction from subsequent payments under this Contract or other contracts, Agreements or agreements between the State and the Local Agency or by other appropriate methods and collected as a debt due to the State. Such funds shall not be paid to any party other than the State. C. Use of Funds Contract Funds shall be used only for eligible costs identified herein. D. Matching Funds The Local Agency shall provide matching funds as provided in §8.A. and Exhibit C. The Local Agency shall have raised the full amount of matching funds prior to the Effective Date and shall report to the State regarding the status of such funds upon request. The Local Agency's obligation to pay all or any part of any matching funds, whether direct or contingent, only extend to funds duly and lawfully appropriated for the purposes of this Agreement by the authorized representatives of the Local Agency and paid into the Local Agency's treasury. The Local Agency represents to the State that the amount designated "Local Agency Matching Funds" in Exhibit C has been legally appropriated for the purpose of this Agreement by its authorized representatives and paid into its treasury. The Local Agency does not by this Agreement irrevocably pledge present cash reserves for payments in future fiscal years, and this Agreement is not intended to create a multiple -fiscal year debt of the Local Agency. The Local Agency shall not pay or be liable for any claimed interest, late charges, fees, taxes or penalties of any nature, except as required by the Local Agency's laws or policies. E. Reimbursement of Local Agency Costs The State shall reimburse the Local Agency's allowable costs, not exceeding the maximum total amount described in Exhibit C and §8. The applicable principles described in 49 C.F.R. 18 Subpart C and 49 Document Builder Generated Page 8 of 21 C.F.R. 18.22 shall govern the State's obligation to reimburse all costs incurred by the Local Agency and submitted to the State for reimubursement hereunder, and the Local Agency shall comply with all such principles. The State shall reimburse the Local Agency for the federal -aid share of properly documented costs related to the Work after review and approval thereof, subject to the provisions of this Agreement and Exhibit C. However, any costs incurred by the Local Agency prior to the date of FHWA authorization for the Work and prior to the Effective Date shall not be reimbursed absent specific FHWA and State Controller approval thereof. Costs shall be: i. Reasonable and Necessary Reasonable and necessary to accomplish the Work and for the Goods and Services provided. ii. Net Cost Actual net cost to the Local Agency (i.e. the price paid minus any items of value received by the Local Agency that reduce the cost actually incurred). 9. ACCOUNTING The Local Agency shall establish and maintain accounting systems in accordance with generally accepted accounting standards (a separate set of accounts, or as a separate and integral part of its current accounting scheme). Such accounting systems shall, at a minimum, provide as follows: A. Local Agency Performing the Work If Local Agency is performing the Work, all allowable costs, including any approved services contributed by the Local Agency or others, shall be documented using payrolls, time records, invoices, contracts, vouchers, and other applicable records. B. Local Agency -Checks or Draws Checks issued or draws made by the Local Agency shall be made or drawn against properly signed vouchers detailing the purpose thereof. All checks, payrolls, invoices, contracts, vouchers, orders, and other accounting documents shall be on file in the office of the Local Agency ,clearly identified, readily accessible, and to the extent feasible, kept separate and apart from all other Work documents. C. State -Administrative Services The State may perform any necessary administrative support services required hereunder. The Local Agency shall reimburse the State for the costs of any such services from the Budget as provided for in Exhibit C. If FHWA funding is not available or is withdrawn, or if the Local Agency terminates this Agreement prior to the Work being approved or completed, then all actual incurred costs of such services and assistance provided by the State shall be the Local Agency's sole expense. D. Local Agency -Invoices The Local Agency's invoices shall describe in detail the reimbursable costs incurred by the Local Agency for which it seeks reimbursement, the dates such costs were incurred and the amounts thereof, and shall not be submitted more often than monthly. E. Invoicing Within 60 Days The State shall not be liable to reimburse the Local Agency for any costs unless CDOT receives such invoices within 60 days after the date for which payment is requested, including final invoicing. Final payment to the Local Agency may be withheld at the discretion of the State until completion of final audit. Any costs incurred by the Local Agency that are not allowable under 49 C.F.R. 18 shall be reimbursed by the Local Agency, or the State may offset them against any payments due from the State to the Local Agency. F. Reimbursement of State Costs. Reserved. 10. REPORTING - NOTIFICATION Reports, Evaluations, and Reviews required under this §10 shall be in accordance with the procedures of and in such form as prescribed by the State and in accordance with §18, if applicable. A. Performance, Progress, Personnel, and Funds The Local Agency shall submit a report to the State upon expiration or sooner termination of this Agreement, containing an Evaluation and Review of the Local Agency's performance and the final status of the Local Agency's obligations hereunder. Document Builder Generated Page 9 of 21 B. Litigation Reporting Within 10 days after being served with any pleading related to this Agreement, in a legal action filed with a court or administrative agency, the Local Agency shall notify the State of such action and deliver copies of such pleadings to the State's principal representative as identified herein. If the State or its principal representative is not then serving, such notice and copies shall be delivered to the Executive Director of CDOT. C. Noncompliance The Local Agency's failure to provide reports and notify the State in a timely manner in accordance with this §10 may result in the delay of payment of funds and/or termination as provided under this Agreement. D. Documents Upon request by the State, the Local Agency shall provide the State, or its authorized representative, copies of all documents, including contracts and subcontracts, in its possession related to the Work. 11. LOCAL AGENCY RECORDS A. Maintenance The Local Agency shall make, keep, maintain, and allow inspection and monitoring by the State of a complete file of all records, documents, communications, notes and other written materials, electronic media files, and communications, pertaining in any manner to the Work or the delivery of Services (including, but not limited to the operation of programs) or Goods hereunder. The Local Agency shall maintain such records until the last to occur of the following: (i) a period of three years after the date this Agreement is completed or terminated, or (ii) three years after final payment is made hereunder, whichever is later, or (iii) for such further period as may be necessary to resolve any pending matters, or (iv) if an audit is occurring, or the Local Agency has received notice that an audit is pending, then until such audit has been completed and its findings have been resolved (collectively, the "Record Retention Period"). B. Inspection The Local Agency shall permit the State, the federal government and any other duly authorized agent of a governmental agency to audit, inspect, examine, excerpt, copy and/or transcribe the Local Agency's records related to this Agreement during the Record Retention Period to assure compliance with the terms hereof or to evaluate the Local Agency's performance hereunder. The State reserves the right to inspect the Work at all reasonable times and places during the term of this Agreement, including any extension. If the Work fails to conform to the requirements of this Agreement, the State may require the Local Agency promptly to bring the Work into conformity with Agreement requirements, at the Local Agency's sole expense. If the Work cannot be brought into conformance by re -performance or other corrective measures, the State may require the Local Agency to take necessary action to ensure that future performance conforms to Agreement requirements and may exercise the remedies available under this Agreement at law or in equity in lieu of or in conjunction with such corrective measures. C. Monitoring The Local Agency also shall permit the State, the federal government or any other duly authorized agent of a governmental agency, in their sole discretion, to monitor all activities conducted by the Local Agency pursuant to the terms of this Agreement using any reasonable procedure, including, but not limited to: internal evaluation procedures, examination of program data, special analyses, on-site checking, formal audit examinations, or any other procedures. All such monitoring shall be performed in a manner that shall not unduly interfere with the Local Agency's performance hereunder. D. Final Audit Report If an audit is performed on the Local Agency's records for any fiscal year covering a portion of the term of this Agreement, the Local Agency shall submit a copy of the final audit report to the State or its principal representative at the address specified herein. 12. CONFIDENTIAL INFORMATION -STATE RECORDS The Local Agency shall comply with the provisions of this §12 if it becomes privy to confidential information in connection with its performance hereunder. Confidential information, includes, but is not necessarily limited to, state records, personnel records, and information concerning individuals. Nothing in this §12 shall be construed to require the Local Agency to violate the Colorado Open Records Act, C.R.S. §§ 24-72-1001 et seq. Document Builder Generated Page 10 of 21 A. Confidentiality The Local Agency shall keep all State records and information confidential at all times and to comply with all laws and regulations concerning confidentiality of information. Any request or demand by a third party for State records and information in the possession of the Local Agency shall be immediately forwarded to the State's principal representative. B. Notification The Local Agency shall notify its agents, employees and assigns who may come into contact with State records and confidential information that each is subject to the confidentiality requirements set forth herein, and shall provide each with a written explanation of such requirements before they are permitted to access such records and information. C. Use, Security, and Retention Confidential information of any kind shall not be distributed or sold to any third party or used by the Local Agency or its agents in any way, except as authorized by the Agreement and as approved by the State. The Local Agency shall provide and maintain a secure environment that ensures confidentiality of all State records and other confidential information wherever located. Confidential information shall not be retained in any files or otherwise by the Local Agency or its agents, except as set forth in this Agreement and approved by the State. D. Disclosure -Liability Disclosure of State records or other confidential information by the Local Agency for any reason may be cause for legal action by third parties against the Local Agency, the State or their respective agents. The Local Agency is prohibited from providing indemnification to the State pursuant to the Constitution of the State of Colorado, Article XI, Section 1, however, the Local Agency shall be responsible for any and all claims, damages, liability and court awards including costs, expenses, and attorney fees and related costs, incurred as a result of any act or omission by the Local Agency, or its employees, agents, or assignees pursuant to this §12. 13. CONFLICT OF INTEREST The Local Agency shall not engage in any business or personal activities or practices or maintain any relationships which conflict in any way with the full performance of the Local Agency's obligations hereunder. The Local Agency acknowledges that with respect to this Agreement even the appearance of a conflict of interest is harmful to the State's interests. Absent the State's prior written approval, the Local Agency shall refrain from any practices, activities or relationships that reasonably appear to be in conflict with the full performance of the Local Agency's obligations to the State hereunder. If a conflict or appearance exists, or if the Local Agency is uncertain whether a conflict or the appearance of a conflict of interest exists, the Local Agency shall submit to the State a disclosure statement setting forth the relevant details for the State's consideration. Failure to promptly submit a disclosure statement or to follow the State's direction in regard to the apparent conflict constitutes a breach of this Agreement. 14. REPRESENTATIONS AND WARRANTIES The Local Agency makes the following specific representations and warranties, each of which was relied on by the State in entering into this Agreement. A. Standard and Manner of Performance The Local Agency shall perform its obligations hereunder, including in accordance with the highest professional standard of care, skill and diligence and in the sequence and manner set forth in this Agreement. B. Legal Authority — The Local Agency and the Local Agency's Signatory The Local Agency warrants that it possesses the legal authority to enter into this Agreement and that it has taken all actions required by its procedures, by-laws, and/or applicable laws to exercise that authority, and to lawfully authorize its undersigned signatory to execute this Agreement, or any part thereof, and to bind the Local Agency to its terms. If requested by the State, the Local Agency shall provide the State with proof of the Local Agency's authority to enter into this Agreement within 15 days of receiving such request. C. Licenses, Permits, Etc. Document Builder Generated Page 11 of 21 The Local Agency represents and warrants that as of the Effective Date it has, and that at all times during the term hereof it shall have, at its sole expense, all licenses, certifications, approvals, insurance, permits, and other authorization required by law to perform its obligations hereunder. The Local Agency warrants that it shall maintain all necessary licenses, certifications, approvals, insurance, permits, and other authorizations required to properly perform this Agreement, without reimbursement by the State or other adjustment in Agreement Funds. Additionally, all employees and agents of the Local Agency performing Services under this Agreement shall hold all required licenses or certifications, if any, to perform their responsibilities. The Local Agency, if a foreign corporation or other foreign entity transacting business in the State of Colorado, further warrants that it currently has obtained and shall maintain any applicable certificate of authority to transact business in the State of Colorado and has designated a registered agent in Colorado to accept service of process. Any revocation, withdrawal or non -renewal of licenses, certifications, approvals, insurance, permits or any such similar requirements necessary for the Local Agency to properly perform the terms of this Agreement shall be deemed to be a material breach by the Local Agency and constitute grounds for termination of this Agreement. 15. INSURANCE The Local Agency and its contractors shall obtain and maintain insurance as specified in this section at all times during the term of this Agreement: All policies evidencing the insurance coverage required hereunder shall be issued by insurance companies satisfactory to the Local Agency and the State. A. The Local Agency i. Public Entities If the Local Agency is a "public entity" within the meaning of the Colorado Governmental Immunity Act, CRS §24-10-101, et seq., as amended (the "GIA"), then the Local Agency shall maintain at all times during the term of this Agreement such liability insurance, by commercial policy or self- insurance, as is necessary to meet its liabilities under the GIA. The Local Agency shall show proof of such insurance satisfactory to the State, if requested by the State. The Local Agency shall require each Agreement with their Consultant and Contractor, that are providing Goods or Services hereunder, to include the insurance requirements necessary to meet Consultant or Contractor liabilities under the GIA. ii. Non -Public Entities If the Local Agency is not a "public entity" within the meaning of the Governmental Immunity Act, the Local Agency shall obtain and maintain during the term of this Agreement insurance coverage and policies meeting the same requirements set forth in § 15(B) with respect to sub -contractors that are not "public entities". B. Contractors The Local Agency shall require each contract with Contractors, Subcontractors, or Consultants, other than those that are public entities, providing Goods or Services in connection with this Agreement, to include insurance requirements substantially similar to the following: i. Worker's Compensation Worker's Compensation Insurance as required by State statute, and Employer's Liability Insurance covering all of the Local Agency's Contractors, Subcontractors, or Consultant's employees acting within the course and scope of their employment. ii. General Liability Commercial General Liability Insurance written on ISO occurrence form CG 00 01 10/93 or equivalent, covering premises operations, fire damage, independent contractors, products and completed operations, blanket liability, personal injury, and advertising liability with minimum limits as follows: (a) $1,000,000 each occurrence; (b) $1,000,000 general aggregate; (c) $1,000,000 products and completed operations aggregate; and (d) $50,000 any one fire. If any aggregate limit is reduced below $1,000,000 because of claims made or paid, contractors, subcontractors, and consultants shall immediately obtain additional insurance to restore the full aggregate limit and furnish to the Local Agency a certificate or other document satisfactory to the Local Agency showing compliance with this provision. iii. Automobile Liability Automobile Liability Insurance covering any auto (including owned, hired and non -owned autos) with a minimum limit of $1,000,000 each accident combined single limit. Document Builder Generated Page 12 of 21 iv. Additional Insured The Local Agency and the State shall be named as additional insured on the Commercial General Liability policies (leases and construction contracts require additional insured coverage for completed operations on endorsements CG 2010 11/85, CG 2037, or equivalent). v. Primacy of Coverage Coverage required of the Consultants or Contractors shall be primary over any insurance or self- insurance program carried by the Local Agency or the State. vi. Cancellation The above insurance policies shall include provisions preventing cancellation or non -renewal without at least 45 days prior notice to the Local Agency and the State by certified mail. vii. Subrogation Waiver All insurance policies in any way related to this Agreement and secured and maintained by the Local Agency's Consultants or Contractors as required herein shall include clauses stating that each carrier shall waive all rights of recovery, under subrogation or otherwise, against the Local Agency or the State, its agencies, institutions, organizations, officers, agents, employees, and volunteers. C. Certificates The Local Agency and all Contractors, subcontractors, or Consultants shall provide certificates showing insurance coverage required hereunder to the State within seven business days of the Effective Date of this Agreement. No later than 15 days prior to the expiration date of any such coverage, the Local Agency and each contractor, subcontractor, or consultant shall deliver to the State or the Local Agency certificates of insurance evidencing renewals thereof. In addition, upon request by the State at any other time during the term of this Agreement or any sub -contract, the Local Agency and each contractor, subcontractor, or consultant shall, within 10 days of such request, supply to the State evidence satisfactory to the State of compliance with the provisions of this §15. 16. DEFAULT -BREACH A. Defined In addition to any breaches specified in other sections of this Agreement, the failure of either Party to perform any of its material obligations hereunder in whole or in part or in a timely or satisfactory manner constitutes a breach. B Notice and Cure Period In the event of a breach, notice of such shall be given in writing by the aggrieved Party to the other Party in the manner provided in §18. If such breach is not cured within 30 days of receipt of written notice, or if a cure cannot be completed within 30 days, or if cure of the breach has not begun within 30 days and pursued with due diligence, the State may exercise any of the remedies set forth in §17. Notwithstanding anything to the contrary herein, the State, in its sole discretion, need not provide advance notice or a cure period and may immediately terminate this Agreement in whole or in part if reasonably necessary to preserve public safety or to prevent immediate public crisis. 17. REMEDIES If the Local Agency is in breach under any provision of this Agreement, the State shall have all of the remedies listed in this §17 in addition to all other remedies set forth in other sections of this Agreement following the notice and cure period set forth in §16(B). The State may exercise any or all of the remedies available to it, in its sole discretion, concurrently or consecutively. A. Termination for Cause and/or Breach If the Local Agency fails to perform any of its obligations hereunder with such diligence as is required to ensure its completion in accordance with the provisions of this Agreement and in a timely manner, the State may notify the Local Agency of such non-performance in accordance with the provisions herein. If the Local Agency thereafter fails to promptly cure such non-performance within the cure period, the State, at its option, may terminate this entire Agreement or such part of this Agreement as to which there has been delay or a failure to properly perform. Exercise by the State of this right shall not be deemed a breach of its obligations hereunder. The Local Agency shall continue performance of this Agreement to the extent not terminated, if any. B. Obligations and Rights Document Builder Generated Page 13 of 21 To the extent specified in any termination notice, the Local Agency shall not incur further obligations or render further performance hereunder past the effective date of such notice, and shall terminate outstanding orders and sub -Agreements with third parties. However, the Local Agency shall complete and deliver to the State all Work, Services and Goods not cancelled by the termination notice and may incur obligations as are necessary to do so within this Agreement's terms. At the sole discretion of the State, the Local Agency shall assign to the State all of the Local Agency's right, title, and interest under such terminated orders or sub -Agreements. Upon termination, the Local Agency shall take timely, reasonable and necessary action to protect and preserve property in the possession of the Local Agency in which the State has an interest. All materials owned by the State in the possession of the Local Agency shall be immediately returned to the State. All Work Product, at the option of the State, shall be delivered by the Local Agency to the State and shall become the State's property. C. Payments The State shall reimburse the Local Agency only for accepted performance received up to the date of termination. If, after termination by the State, it is determined that the Local Agency was not in default or that the Local Agency's action or inaction was excusable, such termination shall be treated as a termination in the public interest and the rights and obligations of the Parties shall be the same as if this Agreement had been terminated in the public interest, as described herein. D. Damages and Withholding Notwithstanding any other remedial action by the State, the Local Agency also shall remain liable to the State for any damages sustained by the State by virtue of any breach under this Agreement by the Local Agency and the State may withhold any payment to the Local Agency for the purpose of mitigating the State's damages, until such time as the exact amount of damages due to the State from the Local Agency is determined. The State may withhold any amount that may be due to the Local Agency as the State deems necessary to protect the State, including loss as a result of outstanding liens or claims of former lien holders, or to reimburse the State for the excess costs incurred in procuring similar goods or services. The Local Agency shall be liable for excess costs incurred by the State in procuring from third parties replacement Work, Services or substitute Goods as cover. E. Early Termination in the Public Interest The State is entering into this Agreement for the purpose of carrying out the public policy of the State of Colorado, as determined by its Governor, General Assembly, and/or Courts. If this Agreement ceases to further the public policy of the State, the State, in its sole discretion, may terminate this Agreement in whole or in part. Exercise by the State of this right shall not constitute a breach of the State's obligations hereunder. This subsection shall not apply to a termination of this Agreement by the State for cause or breach by the Local Agency, which shall be governed by §17(A) or as otherwise specifically provided for herein. i. Method and Content The State shall notify the Local Agency of the termination in accordance with §18, specifying the effective date of the termination and whether it affects all or a portion of this Agreement. ii. Obligations and Rights Upon receipt of a termination notice, the Local Agency shall be subject to and comply with the same obligations and rights set forth in § 17(A)(i). iii. Payments If this Agreement is terminated by the State pursuant to this § 17(B), the Local Agency shall be paid an amount which bears the same ratio to the total reimbursement under this Agreement as the Services satisfactorily performed bear to the total Services covered by this Agreement, less payments previously made. Additionally, if this Agreement is less than 60% completed, the State may reimburse the Local Agency for a portion of actual out-of-pocket expenses (not otherwise reimbursed under this Agreement) incurred by the Local Agency which are directly attributable to the uncompleted portion of the Local Agency's obligations hereunder; provided that the sum of any and all reimbursement shall not exceed the maximum amount payable to the Local Agency hereunder. F. Remedies Not Involving Termination The State, its sole discretion, may exercise one or more of the following remedies in addition to other remedies available to it: i. Suspend Performance Document Builder Generated Page 14 of 21 Suspend the Local Agency's performance with respect to all or any portion of this Agreement pending necessary corrective action as specified by the State without entitling the Local Agency to an adjustment in price/cost or performance schedule. The Local Agency shall promptly cease performance and incurring costs in accordance with the State's directive and the State shall not be liable for costs incurred by the Local Agency after the suspension of performance under this provision. ii. Withold Payment Withhold payment to the Local Agency until corrections in the Local Agency's performance are satisfactorily made and completed. iii. Deny Payment Deny payment for those obligations not performed that due to the Local Agency's actions or inactions cannot be performed or, if performed, would be of no value to the State; provided that any denial of payment shall be reasonably related to the value to the State of the obligations not performed. iv. Removal Demand removal of any of the Local Agency's employees, agents, or contractors whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable, or whose continued relation to this Agreement is deemed to be contrary to the public interest or not in the State's best interest. v. Intellectual Property If the Local Agency infringes on a patent, copyright, trademark, trade secret or other intellectual property right while performing its obligations under this Agreement, the Local Agency shall, at the State's option (a) obtain for the State or the Local Agency the right to use such products and services; (b) replace any Goods, Services, or other product involved with non -infringing products or modify them so that they become non -infringing; or, (c) if neither of the forgegoing alternatives are reasonably available, remove any infringing Goods, Services, or products and refund the price paid therefore to the State. 18. NOTICES and REPRESENTATIVES Each individual identified below is the principal representative of the designating Party. All notices required to be given hereunder shall be hand delivered with receipt required or sent by certified or registered mail to such Party's principal representative at the address set forth below. In addition to but not in lieu of a hard -copy notice, notice also may be sent by e-mail to the e-mail addresses, if any, set forth below. Either Party may from time to time designate by written notice substitute addresses or persons to whom such notices shall be sent. Unless otherwise provided herein, all notices shall be effective upon receipt. A. If to State: CDOT Region: 3 Brian Killian Project Manager 222 S. 6th Street, Ste 100 Grand Junction, CO 81501 970-683-6285 B. If to the Local Agency: TOWN OF FRASER Jeff Durbin Town Manager PO BOX 370 FRASER, CO 80442 970-726-5491 19. RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE Any software, research, reports, studies, data, photographs, negatives or other documents, drawings, models, materials, or work product of any type, including drafts, prepared by the Local Agency in the performance of its obligations under this Agreement shall be the exclusive property of the State and all Work Product shall be delivered to the State by the Local Agency upon completion or termination hereof, The State's exclusive rights in such Work Product shall include, but not be limited to, the right to copy, publish, display, transfer, and prepare derivative works. The Local Agency shall not use, willingly allow, cause or permit such Work Product to be used for any purpose other than the performance of the Local Agencys's obligations hereunder without the prior written consent of the State. 20. GOVERNMENTAL IMMUNITY Document Builder Generated Page 15 of 21 Notwithstanding any other provision to the contrary, nothing herein shall constitute a waiver, express or implied, of any of the immunities, rights, benefits, protection, or other provisions of the Colorado Governmental Immunity Act, CRS §24-10-101, et seq., as amended. Liability for claims for injuries to persons or property arising from the negligence of the State of Colorado, its departments, institutions, agencies, boards, officials, and employees and of the Local Agency is controlled and limited by the provisions of the Governmental Immunity Act and the risk management statutes, CRS §24-30-1501, et seq., as amended. 21. STATEWIDE CONTRACT MANAGEMENT SYSTEM If the maximum amount payable to the Local Agency under this Agreement is $100,000 or greater, either on the Effective Date or at anytime thereafter, this §21 applies. The Local Agency agrees to be governed, and to abide, by the provisions of CRS §24-102-205, §24-102-206, §24-103-601, §24-103.5-101 and §24-105-102 concerning the monitoring of vendor performance on state agreements/contracts and inclusion of agreement/contract performance information in a statewide contract management system. The Local Agency's performance shall be subject to Evaluation and Review in accordance with the terms and conditions of this Agreement, State law, including CRS §24-103.5-101, and State Fiscal Rules, Policies and Guidance. Evaluation and Review of the Local Agency's performance shall be part of the normal Agreement administration process and the Local Agency's performance will be systematically recorded in the statewide Agreement Management System. Areas of Evaluation and Review shall include, but shall not be limited to quality, cost and timeliness. Collection of information relevant to the performance of the Local Agency's obligations under this Agreement shall be determined by the specific requirements of such obligations and shall include factors tailored to match the requirements of the Local Agency's obligations. Such performance information shall be entered into the statewide Contract Management System at intervals established herein and a final Evaluation, Review and Rating shall be rendered within 30 days of the end of the Agreement term. The Local Agency shall be notified following each performance Evaluation and Review, and shall address or correct any identified problem in a timely manner and maintain work progress. Should the final performance Evaluation and Review determine that the Local Agency demonstrated a gross failure to meet the performance measures established hereunder, the Executive Director of the Colorado Department of Personnel and Administration (Executive Director), upon request by CDOT, and showing of good cause, may debar the Local Agency and prohibit the Local Agency from bidding on future Agreements. The Local Agency may contest the final Evaluation, Review and Rating by: (a) filing rebuttal statements, which may result in either removal or correction of the evaluation (CRS §24-105-102(6)), or (b) under CRS §24-105- 102(6), exercising the debarment protest and appeal rights provided in CRS §§24-109-106, 107, 201 or 202, which may result in the reversal of the debarment and reinstatement of the Local Agency, by the Executive Director, upon showing of good cause. 22. FEDERAL REQUIREMENTS The Local Agency and/or their contractors, subcontractors, and consultants shall at all times during the execution of this Agreement strictly adhere to, and comply with, all applicable federal and state laws, and their implementing regulations, as they currently exist and may hereafter be amended. 23. DISADVANTAGED BUSINESS ENTERPRISE (DBE) The Local Agency will comply with all requirements of Exhibit G and the Local Agency Contract Administration Checklist regarding DBE requirements for the Work, except that if the Local Agency desires to use its own DBE program to implement and administer the DBE provisions of 49 C.F.R. Part 26 under this Agreement, it must submit a copy of its program's requirements to the State for review and approval before the execution of this Agreement. If the Local Agency uses any State- approved DBE program for this Agreement, the Local Agency shall be solely responsible to defend that DBE program and its use of that program against all legal and other challenges or complaints, at its sole cost and expense. Such responsibility includes, without limitation, determinations concerning DBE eligibility requirements and certification, adequate legal and factual bases for DBE goals and good faith efforts. State approval (if provided) of the Local Agency's DBE program does not waive or modify the sole responsibility of the Local Agency for use of its program. 24. DISPUTES Document Builder Generated Page 16 of 21 Except as otherwise provided in this Agreement, any dispute concerning a question of fact arising under this Agreement which is not disposed of by agreement shall be decided by the Chief Engineer of the Department of Transportation. The decision of the Chief Engineer will be final and conclusive unless, within 30 calendar days after the date of receipt of a copy of such written decision, the Local Agency mails or otherwise furnishes to the State a written appeal addressed to the Executive Director of CDOT. In connection with any appeal proceeding under this clause, the Local Agency shall be afforded an opportunity to be heard and to offer evidence in support of its appeal. Pending final decision of a dispute hereunder, the Local Agency shall proceed diligently with the performance of this Agreement in accordance with the Chief Engineer's decision. The decision of the Executive Director or his duly authorized representative for the determination of such appeals shall be final and conclusive and serve as final agency action. This dispute clause does not preclude consideration of questions of law in connection with decisions provided for herein. Nothing in this Agreement, however, shall be construed as making final the decision of any administrative official, representative, or board on a question of law. 25. GENERAL PROVISIONS A. Assignment The Local Agency's rights and obligations hereunder are personal and may not be transferred, assigned or subcontracted without the prior written consent of the State. Any attempt at assignment, transfer, or subcontracting without such consent shall be void. All assignments and subcontracts approved by the Local Agency or the State are subject to all of the provisions hereof. The Local Agency shall be solely responsible for all aspects of subcontracting arrangements and performance. B. Binding Effect Except as otherwise provided in §25(A), all provisions herein contained, including the benefits and burdens, shall extend to and be binding upon the Parties' respective heirs, legal representatives, successors, and assigns. C. Captions The captions and headings in this Agreement are for convenience of reference only, and shall not be used to interpret, define, or limit its provisions. D. Counterparts This Agreement may be executed in multiple identical original counterparts, all of which shall constitute one agreement. E. Entire Understanding This Agreement represents the complete integration of all understandings between the Parties and all prior representations and understandings, oral or written, are merged herein. Prior or contemporaneous addition, deletion, or other amendment hereto shall not have any force or affect whatsoever, unless embodied herein. F. Indemnification - General If Local Agency is not a "public entity" within the meaning of the Colorado Governmental Immunity Act, CRS §24-10-101, et seq., the Local Agency shall indemnify, save, and hold harmless the State, its employees and agents, against any and all claims, damages, liability and court awards including costs, expenses, and attorney fees and related costs, incurred as a result of any act or omission by the Local Agency, or its employees, agents, subcontractors or assignees pursuant to the terms of this Agreement. This clause is not applicable to a Local Agency that is a "public entity" within the meaning of the Colorado Governmental Immunity Act, CRS §24-10-101, et seq. G. Jurisdiction and Venue All suits, actions, or proceedings related to this Agreement shall be held in the State of Colorado and exclusive venue shall be in the City and County of Denver. H. Limitations of Liability Any and all limitations of liability and/or damages in favor of the Local Agency contained in any document attached to and/or incorporated by reference into this Agreement, whether referred to as an exhibit, attachment, schedule, or any other name, are void and of no effect. This includes, but is not necessarily Document Builder Generated Page 17 of 21 limited to, limitations on (i) the types of liabilities, (ii) the types of damages, (iii) the amount of damages, and (iv) the source of payment for damages. I. Modification i. By the Parties Except as specifically provided in this Agreement, modifications of this Agreement shall not be effective unless agreed to in writing by both parties in an amendment to this Agreement, properly executed and approved in accordance with applicable Colorado State law, State Fiscal Rules, and Office of the State Controller Policies, including, but not limited to, the policy entitled MODIFICATIONS OF AGREEMENTS - TOOLS AND FORMS. ii. By Operation of Law This Agreement is subject to such modifications as may be required by changes in Federal or Colorado State law, or their implementing regulations. Any such required modification automatically shall be incorporated into and be part of this Agreement on the effective date of such change, as if fully set forth herein J. Order of Precedence The provisions of this Agreement shall govern the relationship of the State and the Local Agency. In the event of conflicts or inconsistencies between this Agreement and its exhibits and attachments, such conflicts or inconsistencies shall be resolved by reference to the documents in the following order of priority: i. Colorado Special Provisions, ii. The provisions of the main body of this Agreement, iii. Exhibit A (Scope of Work), iv. Exhibit B (Local Agency Resolution), V. Exhibit C (Funding Provisions), vi. Exhibit D (Option Letter), vii. Exhibit E (Local Agency Contract Administration Checklist), viii. Other exhibits in descending order of their attachment. K. Severability Provided this Agreement can be executed and performance of the obligations of the Parties accomplished within its intent, the provisions hereof are severable and any provision that is declared invalid or becomes inoperable for any reason shall not affect the validity of any other provision hereof. L. Survival of Certain Agreement Terms Notwithstanding anything herein to the contrary, provisions of this Agreement requiring continued performance, compliance, or effect after termination hereof, shall survive such termination and shall be enforceable by the State if the Local Agency fails to perform or comply as required. M. Taxes The State is exempt from all federal excise taxes under IRC Chapter 32 (No. 84-730123K) and from all State and local government sales and use taxes under CRS §§39-26-101 and 201 et seq. Such exemptions apply when materials are purchased or services rendered to benefit the State; provided however, that certain political subdivisions (e.g., City of Denver) may require payment of sales or use taxes even though the product or service is provided to the State. The Local Agency shall be solely liable for paying such taxes as the State is prohibited from paying for or reimbursing the Local Agency for them N. Third Party Beneficiaries Enforcement of this Agreement and all rights and obligations hereunder are reserved solely to the Parties, and not to any third party. Any services or benefits which third parties receive as a result of this Agreement are incidental to the Agreement, and do not create any rights for such third parties. O. Waiver Waiver of any breach of a term, provision, or requirement of this Agreement, or any right or remedy hereunder, whether explicitly or by lack of enforcement, shall not be construed or deemed as a waiver of any subsequent breach of such term, provision or requirement, or of any other term, provision, or requirement. Document Builder Generated Page 18 of 21 26. COLORADO SPECIAL PROVISIONS The Special Provisions apply to all Agreements except where noted in italics. 1. CONTROLLER'S APPROVAL. CRS §24-30-202 (1). This Agreement shall not be deemed valid until it has been approved by the Colorado State Controller or designee. 2. FUND AVAILABILITY. CRS §24-30-202(5.5). Financial obligations of the State payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. 3. GOVERNMENTAL IMMUNITY. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, of the Colorado Governmental Immunity Act, CRS §24-10-101 et seq., or the Federal Tort Claims Act, 28 U.S.C. §§1346(b) and 2671 et seq., as applicable now or hereafter amended. 4. INDEPENDENT CONTRACTOR. The Local Agency shall perform its duties hereunder as an independent contractor and not as an employee. Neither The Local Agency nor any agent or employee of The Local Agency shall be deemed to be an agent or employee of the State. The Local Agency and its employees and agents are not entitled to unemployment insurance or workers compensation benefits through the State and the State shall not pay for or otherwise provide such coverage for The Local Agency or any of its agents or employees. Unemployment insurance benefits shall be available to The Local Agency and its employees and agents only if such coverage is made available by The Local Agency or a third party. The Local Agency shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this Agreement. The Local Agency shall not have authorization, express or implied, to bind the State to any Agreement, liability or understanding, except as expressly set forth herein. The Local Agency shall (a) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law, (b) provide proof thereof when requested by the State, and (c) be solely responsible for its acts and those of its employees and agents. 5. COMPLIANCE WITH LAW. The Local Agency shall strictly comply with all applicable federal and State laws, rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices. 6. 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. 7. BINDING ARBITRATION PROHIBITED. The State of Colorado does not agree to binding arbitration by any extra judicial body or person. Any provision to the contrary in this contact or incorporated herein by reference shall be null and void. S. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00. State or other public funds payable under this Agreement shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. The Local Agency hereby certifies and warrants that, during the term of this Agreement and any extensions, The Local Agency has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that The Local Agency is in violation of this provision, the State may exercise any remedy available at law or in equity or under this Agreement, including, without limitation, immediate termination of this Agreement and any remedy consistent with federal copyright laws or applicable licensing restrictions. Document Builder Generated Page 19 of 21 9. EMPLOYEE FINANCIAL INTEREST. CRS §§24-18-201 and 24-50-507. The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest whatsoever in the service or property described in this Agreement. The Local Agency has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of The Local Agency's services and The Local Agency shall not employ any person having such known interests. 10. VENDOR OFFSET. CRS §§24-30-202 (1) and 24-30-202.4. [Not Applicable to intergovernmental agreements]. Subject to CRS §24-30-202.4 (3.5), the State Controller may withhold payment under the State's vendor offset intercept system for debts owed to State agencies for: (a) unpaid child support debts or child support arrearages; (b) unpaid balances of tax, accrued interest, or other charges specified in CRS §39-21-101, et seq.; (c) unpaid loans due to the Student Loan Division of the Department of Higher Education; (d) amounts required to be paid to the Unemployment Compensation Fund; and (e) other unpaid debts owing to the State as a result of final agency determination or judicial action. 11. PUBLIC CONTRACTS FOR SERVICES. CRS §8-17.5-101. [Not Applicable to Agreements relating to the offer, issuance, or sale of securities, investment advisory services or fund management services, sponsored projects, intergovernmental Agreements, or information technology services or products and services]. The Local Agency certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who shall perform work under this Agreement and shall confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Agreement, through participation in the E - Verify Program or the State program established pursuant to CRS §8-17.5-102(5)(c), The Local Agency shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or enter into a contract with a subcontractor that fails to certify to The Local Agency that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. The Local Agency (a) shall not use E -Verify Program or State program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed, (b) shall notify the subcontractor and the contracting State agency within three days if The Local Agency has actual knowledge that a subcontractor is employing or contracting with an illegal alien for work under this Agreement, (c) shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three days of receiving the notice, and (d) shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to CRS §8-17.5-102(5), by the Colorado Department of Labor and Employment. If The Local Agency participates in the State program, The Local Agency shall deliver to the contracting State agency, Institution of Higher Education or political subdivision, a written, notarized affirmation, affirming that The Local Agency has examined the legal work status of such employee, and shall comply with all of the other requirements of the State program. If The Local Agency fails to comply with any requirement of this provision or CRS §8-17.5-101 et seq., the contracting State agency, institution of higher education or political subdivision may terminate this Agreement for breach and, if so terminated, The Local Agency shall be liable for damages. 12. PUBLIC CONTRACTS WITH NATURAL PERSONS. CRS §24-76.5-101. The Local Agency, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (a) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (b) shall comply with the provisions of CRS §24-76.5-101 et seq., and (c) has produced one form of identification required by CRS §24-76.5-103 prior to the effective date of this Agreement. SPs Effective 1/1/09 THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK Document Builder Generated Page 20 of 21 27. SIGNATURE PAGE Agreement Routing Number: 14-HA3-XC-00188 THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT * Persons signing for The Local Agency hereby swear and affirm that they are authorized to act on The Local Agency's behalf and acknowledge that the State is relying on their representations to that effect. THE LOCAL AGENCY STATE OF COLORADO TOWN OF FRASER John W. Hickenlooper, GOVERNOR Colorado Department of Transportation Print: t, 6/ Donald E. Hunt, Executive Dire or Title: By: Scott McDaniel, P.E., Acting Chief Engineer *Signature Date: L? Date: �f&// 2nd Local Agency ignature if needed LEGAL REVIEW John W. Suthers, Attorney General Print: �(� p r By: Signature - Assi ant Attorney General Date: _ Title: lAL7 VI.- C+' � C�fu LaR�'— �j M *Signature G Date: (p I l.P I I "i �r- ALL AGREEMENTS REQUIRE APPROVAL BY THE STATE CONTROLLER CRS §24-30-202 requires the State Controller to approve all State Agreements. This Agreement is not valid until signed and dated below by the State Controller or delegate. The Local Agency is not authorized to begin performance until such time. If The Local Agency begins performing prior thereto, the State of Colorado is not obligated to pay The Local Agency for such performance or for any goods and/or services provided hereunder. STATE CONTROLLER Robe Jar , CP C,)MBA, JD By: Colorado D&Inent of Transportation Date: . Z+ &-C INTENTIONALLY LEFT BLANK Document Builder Generated Page 21 of 21 28. EXHIBIT A — SCOPE OF WORK This project will mitigate significant traffic safety and congestion problems on a half mile segment of Fraser's US 40 corridor. This project would add capacity and intersection improvements from MP 228.2 to MP 228.9. The project would adjoin Winter Park's recent US 40 North Portal Improvements project. Currently US 40 highway segment transitions from four travel lanes in Winter Park to two travel lanes in Fraser The scope of the RAMP project would add highway capacity by widening US 40 from two travel lanes to four travel lanes. It would also incorporate intersection and signal installation improvements at the First Street and Rendezvous Road intersections. The new traffic signal system will be coordinated and timed with the King's Crossing signal in Winter Park. The intersection improvements would have associated auxiliary turn lanes per the State Highway Access Code requirements. The Town of Fraser will contribute 35% of the estimated cost to the CDOT RAMP funds and CDOT will account for the remaining 65% to ensure there is enough money to construct the project per plans and specifications. The CDOT 65% RAMP funding is estimated to be $1,394,458 and the 35% contribution from the Town is estimated to be $750,862 for a total project cost of $2,145,320. The Town's 35% contribution to the project may be used prior to the Intergovernmental Agreement execution date for professional design services and/or pre ordering equipment approved by CDOT. This project will be constructed and designed in accordance with CDOT standards and regulations THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK Page 1 of 1 29. EXHIBIT B — LOCAL AGENCY RESOLUTION a0-1:4911LIF.,TiwLm or RESOLUTION Page 1 of 1 TOWN OF FRASER BOARD OF TRUSTEES Resolution No. 2014-05-07 A RESOLUTION AUTHORIZING EXECUTION OF AN INTERGOVERNMENTAL AGREEMENT WITH THE COLORADO DEPARTMENT OF TRANSPORTATION AND A LOCAL FUNDING AGREEMENT WITH RENDEZVOUS AND GRAND PARK REGARDING THE FRASER US40 HIGHWAY IMPROVEMENT PROJECT, SUBJECT TO CERTAIN CONDITIONS, WHEREAS, the Town Board finds that the Fraser US40 Highway Improvement Project effectively leverages private improvement traffic signal projects at Rendezvous Road and First Street toward funding capacity improvements which provide significant public benefit. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FRASER, COLORADO, THAT: The Board of Trustees hereby approves the State of Colorado Department of Transportation Agreement with Town of Fraser for US40 Improvements (NHPP 0403-058 19874), a copy of which is attached hereto (hereinafter referred to as the "CDOT IGA"). The Mayor and Town Clerk are authorized to execute said Agreement on behalf of the Town and the Town Clerk is authorized to transmit three (3) signed originals to the Colorado Department of Transportation for approval and signature upon satisfaction of the conditions specified in Paragraph 2 below. 2. The Board of Trustees hereby approves the Highway 40 Improvement Project Agreement between the Town of Fraser, Rendezvous Colorado, LLC and Grand Park Development, LLC, a copy of which is attached hereto (hereinafter referred to as the "Local Funding Agreement"). The Mayor and Town Clerk are authorized to execute said Agreement on behalf of the Town upon satisfaction of all of the following conditions: a. Due execution of said Local Funding Agreement, with all Exhibits referred to therein, by Rendezvous Colorado, LLC and Grand Park Development, LLC and delivery of one or more originally signed copies to the Town Clerk; b. Receipt of payment by the Town from Rendezvous Colorado, LLC and Grand Park Development, LLC, in good funds, in the amount of $364,060 each, representing their respective shares of the local agency match funds payable pursuant to Section 2.4 of the Local Funding Agreement. If said conditions are not fully satisfied within six (6) working days after the date hereof, this Resolution shall be automatically rescinded and shall be of no force or effect, unless the time for satisfaction of such conditions is extended by further action of the Board. 3. Provided that the conditions specified in Paragraph 2 hereof are fully satisfied and the CDOT IGA is approved and signed by the Department of Transportation, the Board of Trustees authorizes the expenditure of the local agency match funds pursuant to the CDOT IGA. READ, PASSED ON ROLL CALL VOTE, AND ADOPTED BY THE BOARD OF TRUSTEES THIS day of , 2014. Votes in favor: Votes opposed: Absent: Abstained: (S DEAL COLORPp� BOARD OF TRUSTEES OF THE TOWN OF 7ASER, COLORADO BY: Mayor' /) ATTEST: L/ Town Clerk EXHIBIT C — FUNDING PROVISIONS NHPP 0403-058 19874 A. Cost of Work Estimate RAMP Tracking # 3-31 The Local Agency has estimated the total cost the Work to be $1,394,458.00 which is to be funded as follows: 1 BUDGETED FUNDS a. Federal Funds (FY 15) $1,115,566.40 Total Federal Funds (80.00% of Participating Cost) $1,115,566.40 b. State Contribution (FY 15) $278,891.60 Total State Contribution (20.00% of Participating Cost) $278,891.60 c. Local Agency Contribution (FY 15) $0.00 Total Local Contribution (0.00% of Participating Costs) $0.00 TOTAL BUDGETED FUNDS $1,394,458.00 2 ESTIMATED CDOT-INCURRED COSTS a. Federal Share $0.00 b. Local Agency $0.00 TOTAL ESTIMATED CDOT-INCURRED COSTS $0.00 3 ESTIMATED PAYMENT TO LOCAL AGENCY a. Federal Funds Budgeted (1a) $1,115,566.40 b. State Funds Budgeted (1 b) $278,891.60 b. Less Estimated Federal Share of CDOT-Incurred Costs (2a) $0.00 TOTAL ESTIMATED PAYMENT TO LOCAL AGENCY $1,394,458.00 FOR CDOT ENCUMBRANCE PURPOSES Total Encumbrance Amount $1,394,458.00 Less ROW Acquisition 3111 and/or ROW Relocation 3109 $0.00 Net to be encumbered as follows: $1,394,458.00 WBS Element 19874.20.101 Const 13301 1 $0.00 Page 1 of 2 B. Matching Funds The matching ratio for the federal participating funds for this Work is 80.00% federal -aid funds (CFDA #20.205) to 20.00% State Contribution, it being understood that such ratio applies only to the $1,394,458.00 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 $1,394,458.00, and additional Federal funds are made available for the Work, the Local Agency shall pay 20% of all such costs eligible for Federal participation and 100% of all non -participating costs; if additional Federal funds are not made available, the Local Agency shall pay all such excess costs. At any time during the Project, any cost savings, regardless of who is administrating the Project, or when the cost savings occurs, may be prorated as determined by CDOT. C. Maximum Amount Payable The maximum amount payable to the Local Agency under this Agreement shall be $1,394,458.00 (For CDOT accounting purposes, the Federal funds of $1,115,566.40 and the State Contribution of $278,891.60 for a total encumbrance of $1,394,458.00), unless such amount is increased by an appropriate written modification to this Agreement executed before any increased cost is incurred. *** Note - $0.00 is currently available. Design and/or Construction Funds will be added when they become available by either by Option Letter or Amendment *** 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. Should the project receive a construction bid less than the estimated construction amount, the Local Agency Contribution may be lowered proportionally as determined by CDOT. D. Single Audit Act Amendment All state and local government and non-profit organizations receiving more than $500,000 from all funding sources defined as federal financial assistance for Single Audit Act Amendment purposes shall comply with the audit requirements of OMB Circular A-133 (Audits of States, Local Governments and Non -Profit Organizations) see also, 49 C.F.R. 18.20 through 18.26. The Single Audit Act Amendment requirements applicable to Sub -The Local Agency receiving federal funds are as follows: L Expenditure less than $500,000 If Sub -The Local Agency expends less than $500,000 in Federal funds (all federal sources, not just Highway funds) in its fiscal year then this requirement does not apply. ii. Expenditure exceeding than $500,000 -Highway Funds Only If Sub -The Local Agency expends more than $500,000 in Federal funds, but only received federal Highway funds (Catalog of Federal Domestic Assistance, CFDA 20.205) then a program specific audit shall be performed. This audit will examine the "financial' procedures and processes for this program area. iii. Expenditure exceeding than $500,000 -Multiple Funding Sources If Sub -The Local Agency expends more than $500,000 in Federal funds, and the Federal funds are from multiple sources (FTA, HUD, NPS, etc.) then the Single Audit Act applies, which is an audit on the entire organization/entity. iv. Independent CPA Single Audit shall only be conducted by an independent CPA, not by an auditor on staff. An audit is an allowable direct or indirect cost. Page 1 of 2 30. EXHIBIT D — OPTION LETTER SAMPLE IGA OPTION LETTER (This option has been created by the Office of the State Controller for CDOT use only) NOTE: This option is limited to the specific contract scenarios listed below AND may be used in place of exercising a formal amendment. Date: ( State Fiscal Year: I Option Letter No. I Option Letter CMS Routing # Option Letter SAP # Original Contract CMS # I Original Contract SAP # Vendor name: SUBJECT: A. Option to unilaterally authorize the Local Agency to begin a phase which may include Design, Construction, Environmental, Utilities, ROW incidentals or Miscellaneous ONLY (does not apply to Acquisition/Relocation or Railroads) and to update encumbrance amounts(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.). B. Option to unilaterally transfer funds from one phase to another phase (a new Exhibit C must be attached with the option letter and shall be labeled C-1, future changes for this option shall be labeled as follows: C-2, C-3, C-4, etc.). C. Option to unilaterally do both A and B (a new Exhibit C must be attached with the option letter and shall be labeled C-1, future changes for this option shall be labeled as follows: C-2, C-3, C-4, etc.). REQUIRED PROVISIONS: Option A (Insert the following language for use with the Option A): In accordance with the terms of the original Agreement (insert CMS routing # of the original Agreement) between the State of Colorado, Department of Transportation and (insert the Local Agency's name here), the State hereby exercises the option to authorize the Local Agency to begin a phase that will include (describe which phase will be added and include all that apply — Design, Construction, Environmental, Utilities, ROW incidentals or Miscellaneous) and to encumber previously budgeted funds for the phase based upon changes in funding availability and authorization. The encumbrance for (Design, Construction, Environmental, Utilities, ROW incidentals or Miscellaneous)is (insert dollars here). A new Exhibit C-1 is made part of the original Agreement and replaces Exhibit C. (The following is a NOTE only, please delete when using this option. Future changes for this option for Exhibit C shall be labled as follows: C-2, C-3, C-4, etc.). Option B (Insert the following language for use with Option B): In accordance with the terms of the original Agreement (insert CMS # of the original Agreement) between the State of Colorado, Department of Transportation and (insert the Local Agency's name here), the State hereby exercises the option to transfer funds from (describe phase from which funds will be moved) to (describe phase to which funds will be moved) based on variance in actual phase costs and original phase estimates. A new Exhibit C-1 is made part of the original Agreement and replaces Exhibit C. (The following is a NOTE only so please delete when using this option: future changes for this option for Exhibit C shall be labeled as follows: C-2, C-3, C-4, etc.; and no more than 24.99% of any phase may be moved using this option letter. A transfer greater than 24.99% must be Page 1 of 2 made using an formal amendment).. Option C (Insert the following language for use with Option C): In accordance with the terms of the original Agreement (insert CMS routing # of original Agreement) between the State of Colorado, Department of Transportation and (insert the Local Agency's name here), the State hereby exercises the option to 1) release the Local Agency to begin a phase that will include (describe which phase will be added and include all that apply— Design, Construction, Environmental, Utilities, ROW incidentals or Miscellaneous); 2) to encumber funds for the phase based upon changes in funding availability and authorization; and 3) to transfer funds from (describe phase from which funds will be moved) to (describe phase to which funds will be moved) based on variance in actual phase costs and original phase estimates. A new Exhibit C-1 is made part of the original Agreement and replaces Exhibit C. (The following is a NOTE only so please delete when using this option: future changes for this option for Exhibit C shall be labeled as follows: C-2, C-3, C- 4, etc.; and no more than 24.99% of any phase may be moved using this option letter. A transfer greater than 24.99% must be made using an formal amendment). (The following language must be included on ALL options): The total encumberance as a result of this option and all previous options and/or amendments is now (insert total encumberance amount), as referenced in Exhibit (C-1, C-2, etc., as appropriate). The total budgeted funds to satisfy services/goods ordered under the Agreement remains the same: (indicate total budgeted funds) as referenced in Exhibit (C-1, C-2, etc., as appropriate) of the original Agreement. The effective date of this option letter is upon approval of the State Controller or delegate. APPROVALS: State of Colorado: John W. Hickenlooper, Governor By: Date: Executive Director, Colorado Department of Transportation ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER CRS §24-30-202 requires the State Controller to approve all State Contracts. This Agreement is not valid until signed and dated below by the State Controller or delegate. Contractor is not authorized to begin performance until such time. If the Local Agency begins performing prior thereto, the State of Colorado is not obligated to pay the Local Agency for such performance or for any goods and/or services provided hereunder. Date: Form Updated: December 19, 2012 Page 1 of 2 State Controller Robert Jaros, CPA, MBA, JD 31. EXHIBIT E — LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST Page 1 of 1 LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST The following checklist has been developed to ensure that all required aspects of a project approved for Federal funding have been addressed and a responsible party assigned for each task. After a project has been approved for Federal funding in the Statewide Transportation Improvement Program, the Colorado Department of Transportation (CDOT) Project Manager, Local Agency project manager, and CDOT Resident Engineer prepare the checklist. It becomes a part of the contractual agreement between the Local Agency and CDOT. The CDOT Agreements Unit will not process a Local Agency agreement without this completed checklist. It will be reviewed at the Final Office Review meeting to ensure that all parties remain in agreement as to who is responsible for performing individual tasks. xvi COLORADO DEPARTMENT OF TRANSPORTATION LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST Project No. STIP No. Project Code Region NHPP 0403-058 2.1 Review Project to ensure it is consist with STIP and amendments thereto X SR36607.034 19874 3 Project Location Date SH 40 Improvements- Town of Fraser 1/4/2014 Project Description Widening and signalization of SH -40 between the Town of Fraser and Town of Winter Park Local Agency Local Agency Project Manager Town of Fraser Jeff Durbin CDOT Resident Engineer CDOT Project Manager Sean Yeates Brian Killian INSTRUCTIONS: This checklist shall be utilized to establish the contract administration responsibilities of the individual parties to this agreement. The checklist becomes an attachment to the Local Agency agreement. Section numbers correspond to the applicable chapters of the CDOT Local Agency Manual. The checklist shall be prepared by placing an "X" under the responsible party, opposite each of the tasks. The "X" denotes the party responsible for initiating and executing the task. Only one responsible party should be selected. When neither CDOT nor the Local Agency is responsible for a task, not applicable (NA) shall be noted. In addition, a "#" will denote that CDOT must concur or approve. Tasks that will be performed by Headquarters staff will be indicated. The Regions, in accordance with established policies and procedures, will determine who will perform all other tasks that are the responsibility of CDOT. The checklist shall be prepared by the CDOT Resident Engineer or the CDOT Project Manager, in cooperation with the Local Agency Project Manager, and submitted to the Region Program Engineer. If contract administration responsibilities change, the CDOT Resident Engineer, in cooperation with the Local Agency Project Manager, will prepare and distribute a revised checklist. NO. DESCRIPTION OF TASK RESPONSIBLE PARTY LA CDOT TIP / STIP AND LONG-RANGE PLANS 2.1 Review Project to ensure it is consist with STIP and amendments thereto X FEDERAL FUNDING OBLIGATION AND AUTHORIZATION 4A Authorize funding by phases (CDOT Form 418 - Federal -aid Program Data. Requires FHWA concurrence/involvement) X PROJECT DEVELOPMENT 5.1 Prepare Design Data - CDOT Form 463 X 5.2 Prepare Local Agency/CDOT Inter -Governmental Agreement see also Chapter 3 X 5.3 Conduct Consultant Selection/Execute Consultant Agreement X 5.4 Conduct Design Scoping Review Meeting X 5.5 Conduct Public Involvement X 5.6 Conduct Field Inspection Review FIR X 5.7 Conduct Environmental Processes (may require FHWA concurrence/involvement) X 5.8 Acquire Right -of -Way (may require FHWA concurrence/involvement) X 5.9 Obtain Utility and Railroad Agreements X 5.10 Conduct Final Office Review FOR X 5.11 Justify Force Account Work by the Local Agency X 5.12 Justify Proprietary, Sole Source, or Local Agency Furnished Items X 5.13 Document Design Exceptions - CDOT Form 464 X 1iX 5.14 Prepare Plans, Specifications and Construction Cost Estimates X 5.15 Ensure Authorization of Funds for Construction I CDOT Form 1243 09/06 Pagel of 4 Previous editions are obsolete and may not be used CDOT Form 1243 09/06 Page2 of 4 Previous editions are obsolete and may not be used RESPONSIBLE NO. DESCRIPTION OF TASK PARTY LA CDOT PROJECT DEVELOPMENT CIVIL RIGHTS AND LABOR COMPLIANCE 6.1 Set Underutilized Disadvantaged Business Enterprise (UBDE) Goals for Consultant and X Construction Contracts (CDOT Region EEO/Civil Rights Specialist) 6.2 Determine Applicability of Davis -Bacon Act X This project ❑ is ® is not exempt from Davis -Bacon requirements as determined by the functional classification of the project location (Projects located on local roads and rural minor collectors may be exempt.) Sean Yeates 2/4/2014 CDOT Resident Engineer (Signature on File Date 6.3 Set On -the -Job Training Goals. Goal is zero if total construction is less than $1 million (CDOT X Region EEO/Civil Rights Specialist) 6.4 Title VI Assurances X Ensure the correct Federal Wage Decision, all required Disadvantaged Business ME o 1, Enterprise/On-the-Job Training special provisions and FHWA Form 1273 are included in the IN Contract (CDOT Resident Engineer) X ADVERTISE, BID AND AWARD 7.1 Obtain Approval for Advertisement Period of Less Than Three Weeks X 7.2 Advertise for Bids X 7.3 Distribute "Advertisement Set' of Plans and Specifications X 7.4 Review Worksite and Plan Details with Prospective Bidders While Project Is Under X Advertisement 7.5 Oen Bids X 7.6 Process Bids for Compliance sm f Check CDOT Form 715 - Certificate of Proposed Underutilized DBE Participation when the low bidder meets UDBE goals X Evaluate CDOT Form 718 - Underutilized DBE Good Faith Effort Documentation and determine if the Contractor has made a good faith effort when the low bidder does not meet X DBE goals Submit required documentation for CDOT award concurrence X 7.7 Concurrence from CDOT to Award X 7.8 Approve Re'ection of Low Bidder X 7.9 Award Contract X 7.10 Provide "Award" and "Record" Sets of Plans and Specifications X CONSTRUCTION MANAGEMENT 8.1 Issue Notice to Proceed to the Contractor X 8.2 Project Safety X 8.3 Conduct Conferences: Pre -Construction Conference (Appendix B) X Pre -survey • Construction staking X • Monumentation X Partnering (Optional) X Structural Concrete Pre -Pour (Agenda is in CDOT Construction Manual) X Concrete Pavement Pre -Paving (Agenda is in CDOT Construction Manual) X HMA Pre -Paving (Agenda is in CDOT Construction Manual) X 8.4 Develop and distribute Public Notice of Planned Construction to media and local residents X 8.5 Supervise Construction A Professional Engineer (PE) registered in Colorado, who will be "in responsible charge of r construction supervision." Kari J. McDowell Schroeder PE PTOE 970.623.0788 Local Agency Professional Engineer or Phone number X 3 CDOT Resident Engineer CDOT Form 1243 09/06 Page2 of 4 Previous editions are obsolete and may not be used CDOT Form 1243 09/06 Page3 of 4 Previous editions are obsolete and may not be used RESPONSIBLE NO. DESCRIPTION OF TASK PARTY LA CDOT Provide competent, experienced staff who will ensure the Contract work is constructed in accordance with the plans andspecifications X Construction inspection and documentation X 8.6 Approve Shop Drawings X 8.7 Perform Traffic Control Inspections X 8.8 Perform Construction Surveying X 8.9 Monument Right -of -Way X 8.10 Prepare and Approve Interim and Final Contractor Pay Estimates X Provide the name and phone number of the person authorized for this task. Jeff Durbin 970-726-5491 X202 Local Agency Representative Phone number 8.11 Prepare and Approve Interim and Final Utility and Railroad Billings X 8.12 Prepare Local Agency Reimbursement Requests X 8.13 Prepare and Authorize Change Orders X 8.14 Approve All Change Orders X 8.15 Monitor Project Financial Status X 8.16 Prepare and Submit Monthly Progress Reports X 8.17 Resolve Contractor Claims and Disputes X 8.18 Conduct Routine and Random Project Reviews Provide the name and phone number of the person responsible for this task. X Sean Yeates 970-683-6276 CDOT Resident Engineer Phone number MATERIALS 9.1 Conduct Materials Pre -Construction Meeting X 9.2 Complete CDOT Form 250 - Materials Documentation Record • Generate form, which includes determining the minimum number of required tests and X applicable material submittals for all materials placed on the project • Update the form as work progresses X • Complete and distribute form after work is completed X 9.3 Perform Project Acceptance Samples and Tests X 9.4 Perform Laboratory Verification Tests X 9.5 Accept Manufactured Products X Inspection of structural components: • Fabrication of structural steel and pre -stressed concrete structural components X • Bridge modular expansion devices (0" to 6" or greater) X • Fabrication of bearing devices X 9.6 Approve Sources of Materials X 9.7 Independent Assurance Testing (IAT), Local Agency Procedures ❑ CDOT Procedures • Generate IAT schedule X • Schedule and provide notification X • Conduct IAT X 9.8 Approve mix designs • Concrete X • Hot mix asphalt X 9.9 Check Final Materials Documentation X 9.10 Complete and Distribute Final Materials Documentation X CDOT Form 1243 09/06 Page3 of 4 Previous editions are obsolete and may not be used CONSTRUCTION CIVIL RIGHTS AND LABOR COMPLIANCE 10.1 Fulfill Project Bulletin Board and Pre -Construction Packet Requirements X 10.2 Process CDOT Form 205 - Sublet Permit Application Review and sign completed CDOT Form 205 for each subcontractor, and submit to EEO/Civil Rights Specialist X 10.3 Conduct Equal Employment Opportunity and Labor Compliance Verification Employee Interviews. Complete CDOT Form 280 X 10.4 Monitor Disadvantaged Business Enterprise Participation to Ensure Compliance with the "Commercially Useful Function" Requirements X 10.5 Conduct Interviews When Project Utilizes On -the -Job Trainees. Complete CDOT Form 200 - OJT Training Questionnaire X 10.6 Check Certified Payrolls (Contact the Region EEO/Civil Rights Specialists for training requirements.) X 10.7 Submit FHWA Form 1391 - Highway Construction Contractor's Annual EEO Report X FINALS 11.1 Conduct Final Project Inspection. Complete and submit CDOT Form 1212 - Final Acceptance Report (Resident Engineer with mandatory Local Agency participation.) X 11.2 Write Final Project Acceptance Letter X 11.3 Advertise for Final Settlement X 11.4 Prepare and Distribute Final As -Constructed Plans X 11.5 Prepare EEO Certification X 11.6 Check Final Quantities, Plans, and Pay Estimate; Check Project Documentation; and submit Final Certifications X 11.7 Check Material Documentation and Accept Final Material Certification See Chapter 9 X 11.8 Obtain CDOT Form 17 from the Contractor and Submit to the Resident Engineer X 11.9 Obtain FHWA Form 47 - Statement of Materials and Labor Used ... from the Contractor N/A 11.10 Complete and Submit CDOT Form 1212 — Final Acceptance Report (by CDOT X 11.11 Process Final Payment X 11.12 Complete and Submit CDOT Form 950 - Project Closure X 11.13 Retain Project Records for Six Years from Date of Project Closure X 11.14 Retain Final Version of Local Agency Contract Administration Checklist X cc: CDOT Resident Engineer/Project Manager CDOT Region Program Engineer CDOT Region EEO/Civil Rights Specialist CDOT Region Materials Engineer CDOT Contracts and Market Analysis Branch Local Agency Project Manager CDOT Form 1243 09/06 Page4 of 4 Previous editions are obsolete and may not be used 32. EXHIBIT F — CERTIFICATION FOR FEDERAL -AID CONTRACTS The Local Agency certifies, by signing this Agreement, to the best of its knowledge and belief, that: No Federal appropriated funds have been paid or will be paid, by or on behalf or the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, Agreement, loan, or cooperative agreement. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or of Congress, or an employee of a Member of Congress in connection with this Federal contract, Agreement, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form -LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agree by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub -recipients shall certify and disclose accordingly. Required by 23 CFR 635.112 Page 1 of 1 33. EXHIBIT G — DISADVANTAGED BUSINESS ENTERPRISE SECTION 1. Policy. It is the policy of the Colorado Department of Transportation (CDOT) that disadvantaged business enterprises shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with Federal funds under this agreement, pursuant to 49 CFR Part 26. Consequently, the 49 CFR Part IE DBE requirements the Colorado Department of Transportation DBE Program (or a Local Agency DBE Program approved in advance by the State) apply to this agreement. SECTION 2. DBE Obligation. The recipient or its the Local Agency agrees to ensure that disadvantaged business enterprises as determined by the Office of Certification at the Colorado Department of Regulatory Agencies have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with Federal funds provided under this agreement. In this regard, all participants or contractors shall take all necessary and reasonable steps in accordance with the CDOT DBE program (or a Local Agency DBE Program approved in advance by the State) to ensure that disadvantaged business enterprises have the maximum opportunity to compete for and perform contracts. Recipients and their contractors shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of CDOT assisted contracts. SECTION 3 DBE Program. The Local Agency (sub -recipient) shall be responsible for obtaining the Disadvantaged Business Enterprise Program of the Colorado Department of Transportation, 1988, as amended, and shall comply with the applicable provisions of the program. (If applicable). A copy of the DBE Program is available from and will be mailed to the Local Agency upon request: Business Programs Office Colorado Department of Transportation 4201 East Arkansas Avenue, Room 287 Denver, Colorado 80222-3400 Phone: (303) 757-9234 revised 1/22/98 Page 1 of 1 Required by 49 CFR Part 26 34. EXHIBIT H — LOCAL AGENCY PROCEDURES FOR CONSULTANT SERVICES THE LOCAL AGENCY SHALL USE THESE PROCEDURES TO IMPLEMENT FEDERAL -AID PROJECT AGREEMENTS WITH PROFESSIONAL CONSULTANT SERVICES Title 23 Code of Federal Regulations (CFR) 172 applies to a federally funded local agency project agreement administered by CDOT that involves professional consultant services. 23 CFR 172.1 states "The policies and procedures involve federally funded contracts for engineering and design related services for projects subject to the provisions of 23 U.S.C. 112(a) and are issued to ensure that a qualified consultant is obtained through an equitable selection process, that prescribed work is properly accomplished in a timely manner, and at fair and reasonable cost" and according to 23 CFR 172.5 "Price shall not be used as a factor in the analysis and selection phase." Therefore, local agencies must comply with these CFR requirements when obtaining professional consultant services under a federally funded consultant contract administered by CDOT. CDOT has formulated its procedures in Procedural Directive (P.D.) 400.1 and the related operations guidebook titled "Obtaining Professional Consultant Services". This directive and guidebook incorporate requirements from both Federal and State regulations, i.e., 23 CFR 172 and CRS §24-30-1401 et seq. Copies of the directive and the guidebook may be obtained upon request from CDOT's Agreements and Consultant Management Unit. [Local agencies should have their own written procedures on file for each method of procurement that addresses the items in 23 CFR 172]. Because the procedures and laws described in the Procedural Directive and the guidebook are quite lengthy, the subsequent steps serve as a short -hand guide to CDOT procedures that a local agency must follow in obtaining professional consultant services. This guidance follows the format of 23 CFR 172. The steps are: 1. The contracting local agency shall document the need for obtaining professional services. 2. Prior to solicitation for consultant services, the contracting local agency shall develop a detailed scope of work and a list of evaluation factors and their relative importance. The evaluation factors are those identified in C.R.S. 24-30-1403. Also, a detailed cost estimate should be prepared for use during negotiations. 3. The contracting agency must advertise for contracts in conformity with the requirements of C.R.S. 24-30-1405. The public notice period, when such notice is required, is a minimum of 15 days prior to the selection of the three most qualified firms and the advertising should be done in one or more daily newspapers of general circulation. 4. The request for consultant services should include the scope of work, the evaluation factors and their relative importance, the method of payment, and the goal of 10% for Disadvantaged Business Enterprise (DBE) participation as a minimum for the project. 5. The analysis and selection of the consultants shall be done in accordance with CRS §24-30- 1403. This section of the regulation identifies the criteria to be used in the evaluation of CDOT pre -qualified prime consultants and their team. It also shows which criteria are used to short- list and to make a final selection. The short-list is based on the following evaluation factors: a. Qualifications, b. Approach to the Work, c. Ability to furnish professional services. d. Anticipated design concepts, and e. Alternative methods of approach for furnishing the professional services. Page 1 of 2 Evaluation factors for final selection are the consultant's: a. Abilities of their personnel, b. Past performance, c. Willingness to meet the time and budget requirement, d. Location, e. Current and projected work load, f. Volume of previously awarded contracts, and g. Involvement of minority consultants. 6. Once a consultant is selected, the local agency enters into negotiations with the consultant to obtain a fair and reasonable price for the anticipated work. Pre -negotiation audits are prepared for contracts expected to be greater than $50,000. Federal reimbursements for costs are limited to those costs allowable under the cost principles of 48 CFR 31. Fixed fees (profit) are determined with consideration given to size, complexity, duration, and degree of risk involved in the work. Profit is in the range of six to 15 percent of the total direct and indirect costs. 7. A qualified local agency employee shall be responsible and in charge of the Work to ensure that the work being pursued is complete, accurate, and consistent with the terms, conditions, and specifications of the contract. At the end of Work, the local agency prepares a performance evaluation (a CDOT form is available) on the consultant. 8. Each of the steps listed above is to be documented in accordance with the provisions of 49 CFR 18.42, which provide for records to be kept at least three years from the date that the local agency submits its final expenditure report. Records of projects under litigation shall be kept at least three years after the case has been settled. CRS §§24-30-1401 through 24-30-1408, 23 CFR Part 172, and P.D. 400.1, provide additional details for complying with the preceeding eight (8) steps. Page 2 of 2 35. EXHIBIT I — FEDERAL -AID CONTRACT PROVISIONS REQUiRED CONTRACT PROViSIONS FEDERAL -AID CONSTRUCTION CONTRACTS t general it. Nondiscrimination Of NaisWargated Facilities IV. Davis -Bacon and Related Act Provisions V Contract Work Hours and Safety Stanrtarcis Act Pruviskins Vi Subletting or Assigning 0*- Contract VII. Safety: Accident Prevention +viii False Statements Con om ng I lighway Prnjamr JX, Implementation of Clean Air Act and Federal Water Pollution Control Act 1t Compliance viral Guverfm enhvide Suspension and Dobaorlejnt Requirements >0 Certification Regarding Use of Contract Funds fix' Lobbying, ATTACIIMENTS A. Employment and Materials Preference for Appalachian Development I fighway System or Appalacir'-an Loral Acres$ Road Contr is tirmiuded in Appalachian contracts only] 1. GENERAL 1 < Form FI (WA -1273 must be physically incorporated in each construction contract funded under Title 23 (excluding emergency rontracts solely intended for debris removal). The contractor (or subcontractor) must insert this form in each subcontract and further require its inclusion in all lower tier subcontracts (axriJuding purchase orders, rentsI agreernents and other agreements for supplies or sety e>�), The applicable requirements of Form FriWA-1273 are incorporated by referents for work bone under any purchase order, rental agreement or agreement for other services The prime contractor small be responsible to carnphatiice by any subcontractor,. lowertier subcontractor or service provider, Form FIiWA-1273 must be indubed in all Faderal-aid design - build contracts, in all subcontracts and in Wier fier subcontracts (excluding subcontracts for design services, purchase orders, rental agreements and other agreamenirs for supplies ortervices). The dasign-bulidershallberesponsible for coripkanoe by any subcontractor, tower-tiarsubcontractor or service wovider ' Contracting agonei6smay reterenco F&m frt IWA-1273 in bid proposal or tequest forpmposal documents, however, the Foci FI iWA=127.3 must be physically incorporated (alit retererwed) In Ai roritmcrts, suborm"cU ,and lower -liar' suueordracts {excluding purchase orders, rental agreements and other agreernents for supplies or services related to a constudon tontract',. 2 Subject totile, applicability caterianoted In Via following sacltons, these contract provisions shall apply to all w ark performed an the coatraCt by the ccnlrartor's Own or2lanizatron and with the assistance of workers under the contractor's tmmadlate supenntendence and to all work perfonnad or, the ciontrad by piecework station w -ark., or by subcontract FI IWA-1273 -- Revised May 1, 2012 s A un ch of any of the stipulations contained in these Recorad Contract Provisions fray be sufficient grounds for withholding of progress payments, withholding of final payment. termination of the contract suspension I debarment or any oilier action determined to be appropriate by the contracting agency and FHWA. q. Selection of Labor During the performance of thus contract. the contractor shall not use convict labor for ony purpose within the limits of a construction project on a Federal -aid highway unless it is labor perforated by convicu who are on parole, supervised release or probation The term Federal old highway dons not include roadways functionally dassified as local roads or rural minor collectors IV NONDISCRIMINATION The provisions of this section related to 23 CFR Part 230 are applicable to all Faderal•aid construction contracts and to all related construction subcontract* of $10,000 or more The provisions of 23 CFR Part 230 are not applicable to materia! supply, angineerrrr9 or architectural service contracts In addition, the contractor and ell subcrnatmctom must comply with the folloWng policies; Executive Order 11246.41 CFR 60 29 CFR 1625-1627 Title 23 USC Section 140, the Rehabilitation Act of 1973_ as amended (20 USC 794), Titre VI 0 the Give Rights Act of 1964, as amended,., and related regulations including 49 CFR farts 21, 26 and 27 and 23 CFR Part, 200, 230. and 633 The mntractor and alt subcontractors must comply with; this requirements of the Equal Opportunity Clause in 41 CFR 60- 1 4(b) and. for all nonstructron contracts eacoarhng 510,006 tie Standard Federal Equal Employment Opportunity Con0oclion Contract Specifications in 41 CFR 604.3. !dote The U S Department of Labor has exclusive authority in determine compliance with; Executive Order 11246 and the Policies of tho Seciatary of Labor including 41 CFR 6i7, and 29 CFR 1625.7627, The contracting agency and the FliWA have the authority and the responsibility to ensure orxriplianoe with Title 23 USC Section 140, the Rehabilitation Act of 1973, as :amended (29 USC 794)and Title Vi of the Civil Rights Act of 1964, at amended, and related regulations including 49 CFR Parts 21 26 and 27, and 23 CFR Parts 200, 230, ;Ind 633 The following provision is adopted from; 23 CFR 230, Appendix 3t with approphate revisions to (:ritlfdrrn to the, U.S Department of Labor (US DOL) and FIiWA requirements 1, Equal Employment Opportunity, Equal employment Opportunity (EEO) requirements not to dischminate and to take affimratire action to assure equal opportunity as set forth under taws, executive ordars rules, regulations (20 CFR 35, 29 GFR 1630, 29 CFR 15251627 41 CFR 64 and 411 CFR 27) and orders of the Secretary of Labor as modified by the proviTmons; prescribed herein, and imposed ,pursuant to 23 U S C, 140 shall constitute the EEO and specific affirmative action stendards foe the contractoes project activities under Page 1 of 12 this contract The provisions oftheAmencans wide Disabilities Act of 1 Jgr3 d42 U.S C 121 tit at seq t set ior1h under 2F CFR 35 and 29 CSR I are incorporated by reference in this irrontrard in the execubon of this contract, the contractor agrees to comply with the following mrrumurn specific requirement WrAties.of EEO! a The contractor will watt vwth Me contracing agency and the Federal taovernrr,eni to ensure that)t has made every good faith effort to provide equal opportunity with respect to all of its terms and conditions of employment and In their review of activities under the contract Is The contrar mr will accept as its oporAbrty policy the following statement "It is the policy of this Company to assure that applicants are employed and that employees are treateddunng employment, without regard to their race, religion, sex color, national origin age or Mability Such action shall Include employment upgrading dominion. or transter. recruitment or recruitment advertising layoff or termination: rates of pay or other forms of compensation, and selection for training, including apprenticeship ire -apprenticeship.. andlor an fha- ictr training." 2„ EEO Officer: The contractor will designate and make known to the contracting offiears an EEO Officer wriowil have the restivisIbility, for and must be capable of effedvaly adminkslar ng and prompting an active EEO program and vRta must be assigned adequate audret ty and responsibatly to do $o 3, Dissemination of Policy: AM members of the crattrecta's staff Win are authorized to hire supervise promote, and discharge employees orwho recommend such action. or Who ark substantially involved in such action, wit+ be made filly cognizant of. and Writ imptoment, the contractor's EEO policy and contractual responsibilities to provide EEO in each grade and classifica6m of employment To ensure that this above agreement villi be met the following scions will be takenas a minimum a. Penoctaameetings o sripenisa'y and personnel office employees will be conducted before the start of wori€ and filen not i often than once every six months at.v+och thine the conlradot}s EEO policy and its implementation will be revlavrad and eWwried The meetings willbre coridrrrted icy the EEO Officer. b, AO new supervisory or personnel office employees will be green a thermAgh indoctrination by the EEO Oticer, covering all major aspects of the contractor's EEO obligations within thirty days following their reporting for 4 uty with the contractor. c Atm pars-orinel who are engagedin d'rect recmawont for the project will be instructed by the EEO Officer in the rtmntractor`s procedures for locating and hiring mininbesand vwxnen. d Notice4 and posters suing forth the crnntracWs EEO Tufty wmlt be placed in areas readily aceeass bre to eniployeas applicants for einployment and potential employees e. The contractor's EEO policy and the procedures to implement such policy Wit be brought to the attention of employees bymeansofineetrnrgs,employeaharrrtbaohs or other appropriate means. 4 11t cru'ttment: When advertising forempioyess, the cont acWrwill ineoicib in all advertisements for employees the notation 'An Equal Opportunity Employer" All such advertisements will be placed in publications having a large circulation among minorities and women in the area trorn which the prefect auric force would nomiallybe derived a The contractor will, runless precluded by a valid bargaining agreemalnt, conduct systematic and direct recruitment 11vough public and private employee referral sources Lely to yield qualified minorities and women. To meet this requirement.. the contractor Will identity sources of potential minority group employees, and establish with such identified sources procedures whereby rninotity and vnmen applicants may be refened to the contractor for employment consideration b In the event the co ntractdr Lias a valid bargaining agreement providing for exclusive hiring hall referrals, the contrat;ttor is expected to observe the provisions of that agreement to the extent that the system meets the contractor's rlxnpbance with EEO contract provisiom Where implementation of such an agreement has the effect of diswtiniinaing agal.nstminoribes orwromen orobltgatas the contractor to do the same, such implementation vintates Federal nondiscrimination provisions c:. The contra€Tor will encourage its present employees to refer: minorities and women as applicants for employment Information and procedores With regard to reforring such applicants will bre discussed with employees S. Personnel Actions, Wages, working conditions and employee benefits shall be established and admrnistered. and Personnel actions ofavery type : including hiring, upgrading, promotion, transfer. demotion, layoff. and termination, shall be taken Without regard to race, color, robgion, seg national ongin-age ordisability, The following procedures shall be fnlloweti;; a The contractorwill conduct periodic inspections ofproject sites to insure that worhing'conditions and employe facilities do not indicate discriminatory treatment of project site personnel 6 The contractor wMI periodically evaluate rite spread of wages paid vAthin each classification to determine any evidwv,,e at discriminatory wage pracbrAs Ir Time contractor will periodically review selectod personnel. actions in depth to determine whether there is evidence of discrimination Where avdenc isfound. itis ccmtraG4orwill promptly take corteefive action, If the review indicates that the dmoirrilnation may extend beyond the actions reviewed such porroot 'a actrin shall include all affected parsons d The contractor will promptly investiga€a ab complaints at alleged discrimination crude to the contractor in connection with 16 obligattdns under this contract W),j attempt to resolve %uch complaints, and will take appropriate corrective action within a moisonable brine If die investigation indicates trial ilia tkscriminat on may affect persons other than the _complainant, soclm coirarive action «hat! include such ether persons Upon completion of each investigation, the contractor will inform every complainant of all of their avenues of appaal. 6, Training and Promotion.' a the contractor will assist in totaling plu&iifyirtig, and Increasing the siulis of minorities and women who are Page 2 of 12 applicants for employment orcurrentemployees Suchefiorts should be aimed of developing full journey level status employees in the type of trade or db, classification involved, b Consistent with the contractor's work force requirements and as permissible under Federal and State regulations, the contractorshall make full use ofiralntng progranhs ta,, apprenticeship and on-the-job training programs for the geographical area of contract performance, In t he event a special provision for training is provided under fts contract this subparagraph will be superseded as indicated in the spedalprovtsjon The contracting agency may ra .enra training PDwtions for parsons who receive welfare assistance In arm with 23 U.S C 1 i0'tA) s The contractor will advise employeas and applicants for employment of available training programs and entrance requramants tar each. d The c0intractO will Periodically review the training end prornotion potential of employees who are minorities and women and Wil encourage eligible employees to apply fru such training and promotion Tt Unions, I f the contractor relies in whole or in part upon unions as a source of employees, the contractor will use good faith efforts to remain the cooperation of such unions to Increase opportunities for mmarities and women Actions by the contractor, either directly or through a contractor's association acting as agent will Include the proceduros sot forth below a The contractor will use good faith efforts to develop. in Cooperation .,nth the unions. joint training programs aimed toward qualifying more minorities and amen for membership in the unions &W increasing the stolrs of min e"tioas and women so that they may quality for higher paying employment b. The contractor wilt use good faith efforts to incorporate an EEO clause into each union Agreement to the end that such union Wilt be Contractually bound to rater applicants without regard to their race. corou religion.. sex, national origin age or disability. c- The contractor is to obtain information as to the referral prardr+ s and policies of the tabor Union except that to the extent such information is r4a hin tie exclusive possession of the tabor uniofi and such labor union refuses Vi foolish such information to the contractor, the contractor shall so certify to the contracting agency and sihall set faith what efforts have been made to obtain such infomhation d In the event the union is unable to provide the contra v th a reasonable flow of rdfeneis withtn the time limit set in the collective bargaining agreement, the contractor Wh, A union d to ve nom the -tor shall immediately notify the S. Reasonable Accommodation for Appticards I Employees with Disabilities: The contractor nr ist be familiar with the requirements for and comply with ft Americans with Disabilities Act and all rules and regulations established there under Employers must provide reasonable accommodation in all employment acttvrties unless to do so would cause an Undue hardship, 9. Selection of Subcontractors. Procurement of Materiats and Leasing of Equipment, The contractorshall not discriminate on the grounds of race, odor, religion sex. national engin age or disaltikty, In the selection and retention of subcontractors, indudiing procurement of materials and uses of equipment. The contractor shall take all necessary and reasonable steps to ensure nondiscrimination in the admire0ation of this contract. a The contractor shaft notify air potential subcontractors and, suppliers and lessors of their EEO obligations under this contract b The contractor Witt u" good faith efforts to ensure subcontractor compliance with their EEO obabons. 10. Assurance Required by d9 CFR 26.13(b)� a The requirements of49 CFR Part 2fi and" Stairs DOTS U S DOT -approved DBE program are Incorporated py reference, b The contractor or subcontractor small not discriminate or= the basis of race color, nabonat origin, or sax in the parfornnanre of this rnntract. The contractor shall tarry out applicable requirements of 49 GFR Fart 24 in the award and administration of DOT -assisted contracts, Failure by Ire conlractorto, cerry out these requirements is a materiel breach of this contract, which may result in the term nation of foss contract or 5u,,h other remedy as the contrarling agency deems appropriate, 11, Records and Reports:. The contractorshall keepsi ch records as necessary to document compliance with the EEO requirements Such records shall be retained for a period of three years fdloMnq tine date of the final payment to the conbactorfor all contract work and shall be available at reasonabla times and places for Inspection by authorized reprasentativ oft!' contracting agency ensu the FMINA. a The records kept by the contractor shall dominant the follov ng: (1) The number and wo * hours of minority and non minority grouts members and woman amptoyed to oach work classification on the protect; (2) The progress and efforts being made in cooperation Will unions when Applicable to(nrra`. so enmployment opportunities for ntlhontiesand women, and (:f) The progress and efforts being made In locating hiring, training, qualifying and upgrading minottties and woman: b The contractors and subconfraotons will submit An annual report to the contracting agency each July forthe d"bon of the project Indicating the number of minority, women, and ninon-minon4y group employees currently engaged nn each viork ciassiflcatio n required by the contract work This information is to ba reported nim Foa=l FI IVIA-n rs9t The staffing data should represent the project Work force on board In all or any part of the last payrntt period preceding the end of July if np the•)ott training is being required by special provision, the contractor Page 3 of 12 Will be required to collect and repast training data The employment data should reileut the work force on board during all or any part of the last payroll period preceding the end of July III, NONSEGREGATED FACILITIES This provision is applicable lit ail Federal -aid construction contracts and to all related construction subcontracts of $10,040 or mare, The contractor must ensure that facilities provided for employees are provided In such a manner that segregabrn on the basis of race, color: religion, sex, or national origin cannot result The contractor may neitherrequrresuch segregated use by written or oral policies nix tolerate such use by employee rustorn The Contractors obligation extends further to ensure that its employess are not assigned to pertolm theft sarvnres at any location under Ilia cdntractnes control, whale the facilities are segregated, The temf Yaalilles includes waiting moms work areas, restaurants and other eating eras, tires docics rostrixims washrooms. lar ker room% and other storage or dressing areas, pArWng tots, drinking fountains, recreation orantertairiment areas, transportation and housing prrr✓ided toremplayees The contractor shall provide separate or single -user rastmorus and necessary dressing or sleeping areas to assure privacy between sexes IV. DAVIS43ACON AND RELATED ACT PROVISIONS This section is applicable to all Federal -aid construction projects exceeding 52.000 and to all relatari sutacontracts and iower4ierstZcontracts (regardless of subcontract size) The requirements apply to all protects located within the right-of- way of a roadway that is functionally classified as Federal -aid highway Thip exdudes roadways funchonahy cla ified as local reads or Lural minor collectors. which are exempt, Contracting agencies may elect to apply these reffulren,ents to other protects. The following provisions are from the U S Department of Labor regulations in 29 CFR 5 5 "Contract Prow sons and related ntattets" with minor revisions to conform to the F)WVA 1273 format and FI IWA program roquirernerdSL 1. Minimum wages a Ail laborers and mechanics the site of the Work Will be paid i 1 or are wages and Owe tilde fringe benefits (or cash aquiyalants thereof) due at time of payment confrete€t al rates not less than those contained in the wage daterrninetion of the Secretary of Labor wixdl is atached hereto and made a part Tfileof ragardiesa of any contractual relationship which may be afloged to most betwaen the contractor and such laborers and matharnics Contributions made or mists reasonably anticipated for bona fide fringe benefits undersectron 1{b}(2) of the Davis aacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph I d. of this saction° also. regular contributions made a costs Wourred for more than a weetily period (but not less often than quarterly) under plans. funds, or programs Which cover the particular Weekly period, are deemed to be constructively made or incurred during such weekly period; Such laborers and ma nucros shall be paid the appropriate Wage, rate and fringe benefits on the wage detorrimation for the classification Of Wick actuafiy performed, withcwt regard to sidli. except as provided in 29 GFR 5.5(aX4) Laborers or mohllanics performing wok in more than one classification maybe compensated at the rate specified for each classiticatio n for the time actually worh-ed therein Provided, The Wage determination (including any add5onal classification and Wage rates conformed Under paragraph 1 b. of this secton) and the Davis-Siconposler(WM-1321) shall be posted at all limes int the contractor and IN subcontractors at the site of the warm in a prominent and accessible place where it can be easily seen by the workers. b (1) The contracting ofGcet shall require that any class of laborers or mechanics rr Oudinmg helpers, which is not fisted in the Wage determination Gnat Which is to be employed under the contract shall be classified in conformancrt With thewage determination the contracting officer shall approve an additional clawsr6cation and wage rate and !tinge benefits therefore orgy when the following cittena have been mat (i) The work to be performed by the classification reuuested is not perforni by a classification in the wage determination, and (it) The classification is utilized in the area by lie construction industry; and . . (iii)The proposed wage late, including any bona fide fringe benefits, bears a reasonable relationship to the wage,rates contained in the wage determination (2) If the contractor and the laborers and mechanic:, In he employed in the classification pf lelown), or their reprasentatrm es, and the contracting dffioeragree on the classification and wage rate (including the amount designated for fringe benefits where appropriate) a repast of the action taken shall be sent by the contracting officer to the Administrator of 1110 NJage and Nora Division Emiployinant Standards Administration, US Department of Labor. Washington DC 20210. The Administrator or an afahorized representattv2, will approva, modify, or disapprove every additional flees 6cahon action within 30 clays of receipt and to advise the contracting ofllow or Will notify the contracting officer vitlun the 30 -ray period that additional brie is necessary (S) In Thor evert the contractor, the laborers or rnechanics to be employed in the Bassi icat on or their representatrras, end the contracting dicer do not agree an the proposed classification and vmggs rate (including the amount designated for fringe benefits, where approtiriate),1he views of of interested parties and the contracting officer, to the Wage and ti detahnination, The Wage and Hour A, authorized representative, will issue a 30 days of race 1pt and so advise the c Page 4 of 12 will notify the ritractvig officer within the SO -day periost that Baron Act the contractor shell maintain records whiclh stow additional time is necessarythat the commitment to provide such benefits is enfismeabte. that the plan or program is financially responsible, and that t?e (4) The wage rate (including fringe benefits where plan orprogram has boon Communicated in writing to the appropriate) determined pursuant to paragraphs 1.b (2) or laborers or mechanics affected, and records which show the t b.(3r of thhs section, shall be paid to all workers performing costs anticipated or the actual cost incurred in providing such work in oho ciasffication under this contract from the first benefits. Contractors employing apprentices or trainees under day on which work is performed In the classification, approved programs shall maintain written evidence of the registration of appranttceshp programs and certificaton of trainee programs the registration of the apprentices and e. Whenever the minimum wage rate prescribed In the trainees. and the ratios and wage rates prosctlbed in the contract for a class of laborers or mechanics includes a fringe applicable programs. benefit which Is not wpressod as an hourly rate, the contractor shall either pay the benefit as stated in the waste determination or shall pay another bona fide fringe banorit or an hourly cash b.(1) The contractor shall submit weekly for eaCih week in equrvalrmnt IN-reof which any contract whark is performed a copy of all payrolls to the coshar ng a y, f y The, payrolls submitted shall set out accurately and completely all, of the information required to be d, lithe coptractor does not make payments- to a trustee or maintained under 29 CFP, 5 5(aX3)(r) except that full social other t nird person: the contractor may consider as part of the security numbers and home addresses shall not be included wages of any laborer orrnechanic the aniowtt of any costs an weekly transrmHals: Instead the payrolls shall ably need to reasonably anticipated in providing bona fide fringe benefits Include an individually identifying number for each employee under a Pa. or program, provided, That the Secnatary of Labor has found, upon the written request of the contractor..., that rhe applicable standards of the Davirs-Bacon Act have been met The Secretary of Labor may require the contractor to set aside in a separate account assets for the meriting of obligations under the plan or program 2. Withholding The contracting agency shall upon its own action or upon written rcrrtt of or authorized representative of the Department of tabor, withhold or cause to be withheld from the contractor under this ronbaci, or any other Federal contract with the sone prime contractor or any other federalih assisted contact subieot to Davis -Bacon prevailing wage requirements.; Which is held by the same prime contractor, so much of the accrued payments or advances as may be 'Considered necessary to pay. laborers and mechanics.: including apprentices, trainees and helpers employed by the contractor or any subcontractor the full amount of wages r3ritreted by ilea contract. In the evsnt of faituretopa°yarry laborer or mechanic including any apprentice trainee, or helper. employed or "rktng on the site of the work, alt or part of the wages required by ane contract the contracting agency may, after written notice to the contractor take such action as may be necessary to cause the suspension of any further payment advance or guarantee of funds until such violations have ceased. 3. Payrolls and basic records e Payrctls and basic Wonis relating thoroto shall be maintained by the contractor during the course of the work and preserved for a period of three }ears thereafter for ail laborers and machranirs working at the site of the work Such r>om s shall contain the name address, and sodat security number of Pari such worker his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1(b)(2)(B) of the i?avis-Bacon Act) dairy and weekly number of hours worked. deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5ia){i ItiY'f that the wages any Costs l plan or pro Die amount of aan itts under a 4 of the Davis - 5 number; The requiredweekly payroll information maybe submitted In any ftxmi desired, 0p40n2l Fomh Wi i 347 is avatiable for this purpose from the Wage and I lour Division Web site at http,/fwww tical BoylesatwhdtfamhsRvh347instr.htrn at its successor site The prime contractor is responsible for the submission of copies of payrolls by all subcontractors. Contractors and subcontractors $halt maintain the full social security number and current address of each covered worker and shall provide them upon request to the contracting agency fol transmission to the State DOT, the FHWA or the Wage and I lour Division of the Department of Labor for purposes of an investigation or audit of compliance with prevailing wage requirements It is not aviolation of this section for a prime contractor to require a subco *zdor to provide addresses and social security numbers to the prime contractor for ifs own rocads without weekly submission to the contracAing agency, (2) Each payroll subrnted shall be accornpanied by a "Statement of Compllance.'signed by the contractor or subcontractor or his or her agent who pays hme supervises the payment of thin persons employed tinder the contract and shall certify rhe following (i) That the payroll for the payrat period contains the information required to be provided under §5 5 (aX)(r) of Regulations, 29 CFR part G, the appropriate information is being maintained under §5 `s (aA'3)(i) of Regulaliois, 29 CFR part fr and that such information is correct and cmhplets' (11) That each taborer of mec#hantc (including eaidh helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full woolly wages earned, without rebate, either directly or indirectly, and that iw: deductions have tarsen made aither dully or indirs by froto the NO yeses earned, other roan permissible deductions as sat forth in Regulations, 29 CFR pan is (iii) That each laborer or mechankc has been paid not less than the applicable wage rates and fringe honefds or cash equivalents for the classification of wore performed as specified in the applicable c=rags determination incorporated into the contract Page 5 of 12 (3) The weekly submission of a properly executed certi5uation set forth on &is reverse side of Optional Form Wf f-7 shall satisfy the requirement for submission of the "Statement of Compliance- required by paragraph 3 b (2) of this section (4) The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal prosecution under section 1001 of tiller i8 and section 231 of Via, S1 of the United States Coda. c The contractor or subcontractor shall make the records required under paragraph 3 a of this section available for inspection,copydrmg or transcription by authorized representatives of the contracting agency. the State DOT, the FI IWA or tha Departs ent of labor, and stail perllt sunt representatives to interview employees during working hours on the Job. If the contractor or subcontractor falls to submit the required records or to rimake them available the FHINA may. after written notice to the contractor, the contracting agency or the State DOT, take such action as may be necessary to cause the suspension of any furthsr payment advance or guarantee of funds Fudha ri;k a tagure to submit the regwred records upon request Mo make such records available may be grounds for debar ment anion pursuant to 29 CFR b 12: 4. Apprentices and trainees a Apprentices (programs ofthe tISDOL) intim will be permitted to work at less than the demmined rate for the work they performed "an they are eyed pursuant to and indi'vid dally registered in a bona fide mho,a-ship program regtstwed voth the U . Department of . Employment and Training Adrrmirvstraton. Office of mnficeship Training, Employer and Labor Services, or with to Apprenticeship Agency recognized by the Office or it a in is employed in his or her, first Jit days of probationary mymant as an apprentice in such an apprenticeship state to be eligible foe The allowable ratio of apprantice; to iourneyman on the job site in any craft classiti Ation shall not be greater than the retia the registered program Any wOrkar listod on a payroll Alan apprentice wage rate, who is not registered or otherwise employed as stated above their be Paid not less than the applicable wage rate an the wage determination for the classification otwork actually performed In addition, any apprentice performing work on the jab site in excess of the ratio, permitted minder the regiatared program shall be paid rot lass than the applicable wage rate on the wage determination for tiro mond€ actually performed Where a contractor is performing construction on a project In a locality other than that in which Its program is ragrsterea the ratios and wage rates (expressed in percentages of the journeyman's hourly rate) sperified in the contractors or subcontractor's register program shall be observed Every apprentice must be paid at not less than time rate specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly rate specified in the applicable wage daterminal on. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program if the apprenticeship program does not specify Cringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage dater mmation forthe applicable classification,. If the Administrator determines that a different practice prevails fortheapplicable apprentice classification, fringes shall be paid in accordance ti tit that determination.. In the event the Office of Apprenticeship Training Employer and Labor Servicaa, or a State Apprenticeship Agency recognize - d by the Office withdraws approval of an apprer9Gesn p prograrmm, the contractor will no longer be pemmttted to utilize apprentices at less than the applicable predetermined rate for the work performed until an a eptable program is approved. b Trainees (Programs of the USDOO Except as provided in 29 CFR 516 trainees will not be parmstted to work at toss than the predetermined rate for the work perfr_um*med untess they are emplopc] pursuant to and Individually registered in a program which has received pilot approval t me- nr tbyiormalmrhficationbytheU.S Department of Labor. Employment and Training Administration The rate of liras*%to journeymen on the job site shall not bip greater than permitted under the plan approved by the Eroptoyrnrint and Training Administration Every trainee must be said at not less than the rate specified In the approved prr rare for the trainee's level of progress. expressed as a percentage of the journeyman hourly rate specified in the applicable wage determination Trainees shall be paid fringe banefds in accordance with the provisions of the trainee program. if tris trainee program does not mention fringe benefits trainees shall be, paid the full amount at fringe benefits listed on the }nage determination unless the Admrntstrator of the Wage and Hour Division' determines that there is an apprentceship program associated With the corresponding journeymen wage rate on the saga detamtination which provides for less than full fringe benefits for apprentices Any enmployee listed on lite payroll at a trainee rate who is not regisfered and participating in a training plan approved lei the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the da fication of wo ric actin performed. In addition „any trainee performing work on the job she iii excess of the ratio permitted under fhe register -0 program shall be paid not less, then the applicable wage rate an the wage determination for the word actually performed In the event the Employment and Training Administration withdraws approval of a Gaoling program, the contractor villi no longer be permitted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. c. Equal empioymertopportunity Toa utilization of apprentices, trainees andiounraymen under this part shall be in conformity with the equal employment opportunity requirements of Exacutrie Order 11245, as amended, and 29 CFR part 3O Page 6 of 12 d Apprentices and Trainees (programs of the US DOT) Apprentices and trainees working under apprenticeship and skill trairyng programs Which have been certfied by the Secretary of Transportation as prnraroting EEO In mrinection with Federal -aid highway construction programs are not subject to the requirements of paragraph 4 of this Section iV The straightlime hourly wage rates for apprentices and trainees under such programs will be established by the particular programs The ratio of apprertrco%anti trainees to journeymen shall rent be greeter than parmitted by the terms of the particular tltogram. 5, Compliance with Copeland Act requirements. The contractor shall comply With the requirements of 29 CFR part which are incorporated by reference In this contract. 6 -Subcontracts. The contractwor subcontractor shall %insert Form FHWA-1273 in any subcmntracts and also require, tho subcontractors to include Form FHWA-1273 in any lower tier subwntracts„The prima coribactorsnall be responsible fmrthwo compliance by any subcontractoror lower tier subcontractor with all the contract clauses in 29 CFR 5 5 7. Contract termination, debarment. A breach of the contract clauses in 29 CFR 5 5 may be grounds for termination of the contract, and fro' debarment a% a contractor and a subcontractor as provided In 22 CFR 5 12 8. Compliance with Davis -Bacon and Related Act requirements, All rulings and Interpretations of the Davis- Bacon and Related Acts contained in 29 GFR parts t, 3, and S are herein incuiperated,by reference in thr contract 9. Disputes concerning labor standards. disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clams€ of th contract Such disputes shalt be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, fi and 7. Disputes'wther the meaning of this clause include disputes between 'we contractor (pr any of ps subwofrectrers) and the contracting agent She U.S Department of labor, or the employees or their representatives, 14. Certification of eligibility. a. Sy entering into this contract the cootractor certifies that neither it (nor be or she) nor any person or firm who has an interest in the contractor's'fimi is a person or frim Ineligible to be awarded Government by virtue of section 3(a) of the Davis -Bacon Act or 29 GFR 5.12(aXi ) b, No part of this contract shall be subcontracted to any person or firm ineligible for aviatd of a Government nanUaut by virtue) of swAion 3(a) of the Davis -Sawn Act dx 28 CFR 612(a)(1)- e, The penalty for making false statements is prescribed in the U.S Criminal, Godo, 18U.S.C'10Ct, N. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT The following clauses apply to any Federai-aid construction contract in an amount in excess of S10D,000 and subject to the overtime provis ons of Via Contract Work I tonus and Safety i Standards Act Msei clauses shall be Inserted in addition to, the clauses required by 20 CFR 5.5(a) or 29 CFR 4:0 As used in this paragraph the terms laborers and m€echanir% Includie watchman and guards. 1. Overtime requirements. Nownfracfororsubronfractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborerormechanlc in any workweek in Which he or she is irmplayed W such work to work in excess of forty hours in such workweek unless such labomror mechanic receives c orrvensation at a rate not less than onee arts) one-half tim” Ow basic rata of pay for ail hours worked In excess of forty tours in such workmek 2. Vlolatlon; liability for unpaid wages,. liquidated damages In the event of any violation of fire clause set torlh in paragraph, (n.) of this section, this contractor and any subcontractor responsible therefor shall be liable for the unpaid wages In addition, such contractor and subcontractor shall be liable to the United States (in the casa of work dont under contract for the District of Columbia or a territory„ to such District or to such tamtory) far liquidated damages Such liquidated damages shall be computed with respect to each individual laborer or mechanic including watchmen and guards ainptoyed in violation of t o dtausesel forth In paragraph (/ ) of this suction, in film suns of $10 for each calendar day an which such n"dual was required or permitted to work in excess of the standard workweek of forty hours Without payment of the overtime wages requairred by the clause set forth in paragraph (1:) of this section 4. Subcontracts. The contractor or subcontractor shall insert in any subcontrae15 the Gall es set forth in oaiagrsph (1.).. through (4 ) of this section and also a clause requiring the subcontroMors to include these clauses in any lowwer tier subcontracts - The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor' With the clauses set forth In paragraphs (1 ) through (4.) of this section: Page 7 of 12 VI.. SUBLETTING OR ASSIGNING THE CONTRACT This provision M applicable to all Federal-aidconsthiction contracts on this National Highway System. 1. The contractor shall periomt with its own organization contract work amounting to not ie- than 30 percent (or a greater percentage if specified elsewhere in the contract) of the total original contract price. excluding any specialty items designated by the contracting agency, Specialty items may be performed by subcontract and the amount of any such specialty Rem performed may be deducted front the total tinglnal contract pnco before Computing the arrirsord of work rehired to be Wormed by the contractoes wain orgarrzatiwt (23 GFR 635,1 i6) a The term "perform work with its own WYtanization" refars to workers empioyod or leased byt he prime contractor, and e4Upment ownod or ranted by ti�O pnrne contraMr with br without operators. Such term doss not Include elnptoyees fir equipment of a subcontractor or lower tier subcontractor, employeas from an employee leasing firm mast ng all relevant Federal and .State regulatory requirements Lea *d employees may only be included to this tams if the prime contractor meets all of the foi!oMng conditions (1) tri prime contractor maintains Control over the supervision of the day -lei -day activities or the teased employees (2) the prime contractor remains responsible for the quality of thin work of the leased employees (3) the prime contractor retalris ail power to accept or oxciude individual employees from ,work on the prrtifei t,and of predetermined minimunn wages, ov if payrolls, statements of compliance and all to "Specially Item shall beconstrued tobestored towork that requireshighlyspecialized kno iMedge, abilities. or ertspmem not ordinarily available inane type of contracting organizations qualified and expected to bid o" propose on the Contract asa whole and in genetal are to be limited to tranor components of the overall contract 2, The contract amount upon which the requirements set forth in'paragraph (1) of Section VI is computed includes the cost of material and manufacVdd prodtkts which are to be purchasers or produced by itis Contractor under the contract provisiomr• . The contractor shalt turnirb (a) a competent or superftor ixho is employed by tho firm, bas til autmonry to threct pedonnance of thew`ft in accordance Win the contract requirements„rend is to Charge of all Construction operadone (regardless of who perforins the work) and (b) such other of its awn organizational rr owrres (super toren managarnent.. and engineering services) as the contracting officer.detamttnes is necew3ary to pure the pertanmanco of the contract 4, No portion of the contract shall be sublet, assigned or u1narvAso disposed of except xtttt the written consent of the contracting officer, or authorized raprasenterivp, and such Consent when given shall not be construod to relieve the contractor of any responsibility for the fulfillment of the' contract Whitten consent will begiven only after the contracting agency has assured that each subcontract is E evidenced in writing and that it contains all pert hent provisions and requirements of the prime contract 5 The 300k self-piefformaneq requirement of paragraph (1) fa riot applicable to design-bul<d contracts; however, contracting aganraes may establish their own self-perfarmance requirements. VII. SAFETY. ACCIDENT PREVENTION T h 1 e p r o v I s i o n i s applicable to all Federal -aid construction contracts and to all related subcontracts, 1 In the performance of this contract the comracW shall coniptywith ail applicable Federal, State and local laws governing safety, health, and sanitation (23 CFR 635). The contractorthat[ provide all safeguards safety devices and protective equipment and take any other needed actions as it d4teirmeist of- as. the contracting officer may determine. to be reasonably necessary to protect the life and health of employees on the Joh and the safety or the public and to protect property in connection with the performance of the work covered by contract, 2 It is a cormditmon of this cmtract and shall be made a condition of each subcontract which the contractor enters into pursuant to this contract, that the contractor and any subcontractor shall not permit any employee, in performance of the contrart, to work in surroundings or under conrdtions under tonstrut ton safety and of Labor, in accordance with Section 107 of the Contract Wori+ I lours and Safety Standards Act (40 U S.0 3704) 3 Pursuant to 29 CFR 19261 0 is a condition of this Contract that the Seoretamy of tabor o auttionzod representative thereof, shall have light of entry to any site of contract tiertomtance to inspect or invesb9ale the matter of Compliance vrith the construction safety and health standards and to Carry cut the duties ofthe Secretary under Section 107 of the Contract Work Hours and Safety Standards Act (40 U S C,3704), Vill, FALSE STATEMENTS CONCERNING HIGHWAY PROJECTS T h i s p t o v f s i o n ,t s applirabie to all Federal -aid Construction Contacts and to all related subcontracts. in orderto assure high quality and durable construction in conformity Wth approved plans and specifications mid,a high is i6 U.S.C. 1020 reads as follows` Page 8 of 12 tacifi tusnm or these and be posted on oath t 635) to one or more ad pouts ConCt=.ntad "Whoever, being an officer, agent or employee of the United Ste tes,or of any State or Territory or whoever whether a person, association, firm, or corporation, knowingly makes any false statement false representation. or false report as to the character, duaitty, quantity or cost of the material used or to be used or the quantity or quality of the Work performed or to be performed, or the cost thereof in connection With the submission of pians, maps, speclfit rbons cti tracts. or of Construction on any highway or related project submitted for approval to the Secretary of Transportation- or Whoever knowingly maldes any false statement, false representation, false report or falser claim wmita respect to the stt31`80er quality, quantity or post of any Work performed or to be performed or materials furnished of be furnished, in c rinattion with the construction of any highway or related prefect approved by the Secretor of Transportation.or Whoever knowingly makes any false statement or false tepresenta on as to material fact in any statement cerit6cate. rr report submitted pursuant to provisions of the Federal -aid Roads Act approved My 1, 1918. (39 Stat 355) as amended and supplarliertted; Shall be, fined under this title or imprisoned not mora than 5 years 0 both IX. IMPLEMENTATION OF CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT This provision is applicable to all Federal aid construction contracts end to all related subcontracts By submission of this bid/proposal or the execution of this contract or subcontract, as appropriate the bidder, pn&. oser; Federal -aid construction contractor, or subcontractor. w- appropriate. will be deemed to have stipulated as follows! 1 That any person- who is of w4l be utilized in the Performance of"s contract rs not prohibited from recaivmng an award due to violation of Section 508 of the glean WaterAct or Section ,sob of the Clean Air Act 2; That the contractor agrees to indudo or cause to be Included the requirements of paragraph 0) ofthis Section X in every subcontract and further agrees to take atich actonaas the contracting agency may direct as a Paeans of enforcing such requirwriants X, CERTIFICATION REGARDING DEBARMENT, SUSPENSION„ INELIGIBILITY AND VOLUNTARY EXCLUSION This provision Is applicable to all Feaeral-aid construction c.ontracts, de lgrl-Wid _-"tracts subcrintracts,lawar-tier subcontracts; purcho,e orders lama agreements consultarit r lntrertir or any other coveted !roomer lion requr ng FI1WA approval or that rs estimated to cost 525.000 orrnoia — as definart in 2 GFR Parts 180 and 1200 f. Instructions for Certification- Mat Tier Participants a By signing and i%ibmittintt this ompesxal, the prospective first tier participant is prowling the rerf fication sat out balo'v a The Inability of a person to provide the certification sof out Wow will not necessarily result in denial of participation in this tsrvnred transartion The prospeclive first tier participant shalt submit an explanation of why it cannat provide the certification set out below The certification or explanation Will be consWored in connection With the drpartnlent or agencys determination wAlather to enter into this transaction l (owever. failure of the prospective first tier, participant to furnish a certification or an explanation Shall disqualify such a person from participation in this transanfon c. The certification in this clause is a material representation of fact upon which reliance was placed when the contracting agency determined to enter into this transaction. If it is later determined that the prospective participant knowingly tendered an erroneous cartifisa#ion, in addition to other remedies available to the Federal Government, the contracting sgenity may terminate, this "Mat n for cause of detwit d The prospective first ter participant that) promer rrnmediate written notice to the contracting agency to whom this Proposal is submitted if any time the prospective first tier Participant teams that its certiGcatton was erroneous when submitted ix has become armna ius by reason of changed circurnstances e. The terms'covered transar ion," `debarred.- suspendAd' Aneligibie,l "partiicipatnt,l "perscvr,' �pnncipal " and voluntarily excluded' as used in this clause, are defined fn 2 CFf Farts 80 and 1200 "First i ler Covered Transactions' refers to any covered transaction between a Transactions" refers to any toverrd transaction under a First Tier Covered Transaction (such as subcontracts), 'First Tier covered transaction with a Rmt Tier frarbcipant or other Lower Tier Participants (.such as subcontrectors and suppliers): f, The prospective first tier participant agrees by submitting this proposal that, should the proposed covered trans c ran be entered into, it shall not knowingly enter Into any lower tier covered transaction with a person Who is debarred suspended,. declared ineligible, or voluntarily excludedfroni Participation in ties nxivered transaction, unfeas authorized by the department oragency entering into this transaction g, The prospective firsttier paitiopant turther agrees by submitting this pnopmal that it will include Nie clause filled 'Certification Regarding Debarment. Suspension Inebg tifilty and Voluntary Exriuslon-Lower Tier Covered Transaction*,* provided bytnedepartment orcontracting agency. entering Into this covered transaction without modification- in all towee ter covered transactions and in all sotir:itaboris, for Inwer>tiAr covered tranaachom exceading the $25,000 threshold, 11 A Participant in a covered transaction may rely upon a certification We prospective participant In a lower tier zovered transactforis To verity the robgibility of Its principals as Wel as the eligibility of any lower tier prrnpective participants, each Participant,rriay. but is not istiored to chard, the Exciudet Parties List System Watlsr e (blips P*VAv ends goy;), which is compiled by the General Services Administration Page 9 of 12 i Nothing contained in the foregoing shall be construed to require the establishment of a system of records in ordarto renderin,good faith the certification required by this clause Tlma knowfedga and information of the prospective participant Is not required to exceed that which is normally possessed by a prudent person in the Ordinary course of business dealings. I ExcaptfortransactionsallthortzedundarparegraphIftof these instructions. iia participant In a Covered transaction t nowmngiy enters into a lower liar covered transaction with a person who is suspended debarred. ineligible, or voluntarily excluded from participation to this transaction, in addition to other remedies available to the Federal Government, the department or agency may ternrinate this transaction for cause of default ». r.. 2. Certification Regarding Debarment, Suspension, ineligibility and Voluntary Exclusion -- First Tier Participants: a. The prospective first tier participant cedfies to the best or its knoVeledge and belief that it and Its pdncipals (1) Ata not presently debarred, suspended, proposed for debarment declared ineligible orvoluntarily excluded from Participating in covered transactions by any Fetl ral department or agency, (2) l lave not within a three-year period preceding this Proposal been Convicted of or hada civil judgment ran ed against them for commission of fraud or a Criminal offense in connection with obtaining, attempting to obtain, or Perfutmirg a, public (Federal State or local) transaction prcontract under a public transaction, violation of Federal or State antitrust statutes orctxnmission of embazzlemerrL theft, forgery, bribery. falsification or destruction of records, maiming fai*e staterneds orracervirig stolen property, (3) Are not presently Indicted lot or otherwise cnmxnally or VVOIy Charged by 6 governmental entity (Federal State or local) with commission of any of the offenses enumerated in Paragraph is, 2) of it as certification and (4) Have not within athree-year period preceding this aypiicafiWproposai had one or more public tarisactions Taderai, State orlacal) terminated for cause or default b. Where thoproopective participant r, unable to certify to any of the statements in this certification such prospective participant shall all" an explanation to tiva proposal 2. instructions far Certification . Lower Tier Participants, (applicable to, all %ibromra(fr purchase orders and other tower, bar trarnsactfons requiring prior Fi IWA approval or eahmated to Cost $25,00b or more - 2 CFR tarts 180 and 1200) a By signing and sublhitting this proposal the prospiWUvo lower her is provichng the certification set out below b. The cartificatiwr n this U e is a material representation of fact upon which reliance was placed Kheri this transaction was entered Into if ilis later detennined that f w prospective tower Get paittipant Knowingly rendered an enoneaus certification In addition to other remedies available to the Foieral Government thb depannmant or agency Wtth wntctr this transaction originated may pursue available remedies, including suspension andtor debarment. r, The prospective lower berparticipant shall provide immediate written notice to the person to whin this proposal is submitted if at any time time prospective lowar tier participant teams that its certification was erroneous by reason of changed arcumstancos d The terms °Covered transactior, ° "debarred -11 "suspended""meligible:—loarticipant," "person ° "prrncipsl,' and "voluntarliy excluded,' as used in this clause ara defined in 2 CF R Farts 180 and 12{14, You may contact the person to which ibis proposal Is subMittad for assistance in obtaining a copy of those regulations. `First Tier Covered Ttarisaons" refers to any covered transaction between a grantee or subgrantee of Federal furmds and a participant (such as the prime Of 00-r cal contract) -Lower Tier Covered Transactions raters to any covered transaction under a First iter Covered Transaction (such as subcontracts) "First TierParticipant" refers to the participant who has entered roto) a Covered transaction With a grantee or subgrantee of Federal. fund. -i: (such as the prime or general contractor) '(.ower' Tier Participant' raft any participant who has entered into a Covered transaction with a First Tler Participant or other Lower Tier f artic+pants {such as subcontractors and suppliers) e The prospective lower tier participant agrees by submitting this proposal that. should the proposed covered transaction be entered into, it shy not knowingly enterirto any lower ger covered transaction with a person who is debarred, suspended,'dectpred ineligible, or voluntarily excluded from participation in this covered transaction. unless authorized by the department or agencywith which this transaction originated f, The prospective lower tier participant further agrees by submitting this proposal that it will include this clause Had "Certification Regarding Debarrriant Suspension fnaligmi"tity, and Voluntary Fxr=Iucalrzn-Lower Tier Covered Transaction,' without modificatOn. In ail lower Gercov=ered transalions and rn all sollptatione for lower tier covered tranea,,tonz exceeding the $25,000 threshold. g A participant in a covered transaction may rely upon a certification ofa prospective participant in a louver her covered transaction that is not debarred, suspended, ineligible, or voluntarily eaxcludad from the covered transaction, unless At knows that the certification is erroneous A participant is V.nh4Q`4MW 19 verity ore aagiotury om Rf'r pt:cncipsis,. as: "it as the eligibility of any lower der prospective participants. each Participant may, but is hot required to, wreck the Excluded Parties List System vrebstte DIIJA UWMN,Oohi ud*vi) Which is #piled by the General Se CM Adrninistratino 11 Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to tender in good faith the certification required by this clause The 101WAedge and Information of partirgpant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings, i Except for transactions authorized under paragraph aof tame -so instruo6nns jf aparticiparmt in a covered transaction knowingly enters into a lower Ger covered transac:tiorr with a person who Is suspended. debarred, ineligible or voluntedly excluded both participation in this liansarliorr in addition to other remedies ave fable to the Federal Government the Page 10 of 12 deoanment or agency with which this transacton originated may pursue available remedies, including suspension andior debarment Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion—Lower Tier Participants 1 The prospective lower tier participanteertifies,by submission ofthls proposal, that nefthor it nor ds principals is pre"ritty'deebared, suspended, proposed for debarment, dedarsl ineligible, or voluntarily eY41udad from padiripating in covered transactions byany Federal department or agency., 2. Where the prospedave lower tier participant is unarsL to carti€y to any of the statements in this certification, such twospectve participant shall attach an explanation to this proposal. X1. CERTIFICATION REGARDING USE OF CONTRACT FUNDS FOR, LOBBYING This provision Is applicable to all federal -aid construction contracts and to all related subcontracts Mich exceed $100-000 (49 CFR 20) Tha pmspodhye pardrapant certifies, by signing and submitting this bid or proposal to the best of his or her knowledge add belief that a No Federal appropriated funds "have been paid or vdtl be paid, by of on behalf of the undersignod to any person for influendrin or attemptinq to influence an officer or employee of an outer or the and b. if any funds other than Federal appropriated funds have been paid or wit tv paid to any person for influencing or attempting to influence an officer or employee of any:Federai agency a A4ernber of Congras& an rnffirer or employee of Congress- or an employee of Member of Congress In connection with this Fedarai contract grant loan, or cooperative agreement The undersigned shall complete and submitStandard Form-LI.I. "Disdosure Fame to Report Lobbying ° in ac cordanco with ds instructions. 2 This certifcatipri is a material re pt"antation of fact upon Mich reliance was placard when this trarr ackan was mada, or entetad Into: Sutrm(spn of ttusGertlfirati4nn n5:a pi'areitutsita for mailing or entering into this transaction imposed by 31 u,S.0 1052 ,Any person who falls to fife the required certificahoh shall be subject to a civil penalty of not less • than 510.000 and not more than 5100,000 for each such failure 3. This prospective parlinpant also kgrees by submitting its bid or proposal thaf the participant Shall require that the language of this cetlifcation be inctuded in ON lower ter suboontracts which exceed 5100,000 and that all such recipients shall certify and disclose accordingly m Page 11 of 12 ATTACHMENT A -EMPLOYMENT AND MATERIALS 6 The contractor shall include the provisions ofSections1 ?REFERENCE FOR APPALACHIAN DEVELOPMENT through 4 of this Attachment A in every subcontract for work HIGHWAY SYSTEM OR APPALACHIAN LOCAL, ACCESS which is, or reasonably may be done as on-site wont ROADCONTRACTS This provision Is applicable to all Federal -aid projects funded under the Appalachian Regional Development Act of 1965 1 During the performance of this contractthe contractor undertaking to do vatic which W or reasonably may be.. done as on -sits work, shall ,g vs preference to qualified parsons who regularly reside in the tabor area as designated by the DOL wherein the contract Kurt, is situated, or the subregion, arthe Appalachian counties of the State wherein the contract work Is situated, exmpr a To to extent that qualified persons regularly residing in the area are not available. b For the reasonable needs of the contractor to erriploy supervis"y or specially experienced personnel nete%ary to assure an efficient execution of the contract work. c For the obligation of the contractor to offer employment to present or former employees as Vie result Of -a lawful collective bargaining contract, pmvtdad that the number of nonretsidettf pemons employed under this subparagraph (I c) shall not exceed 20 percent of the total number of employees employed by the contractor on the contract work, except as provided in subparagraph (4) below, 2 The contractor shall place ajob ardor with the State Empioyment Service Indicating (a) the classifications of the laborers mechanics and other employees required to perform thecontract worn, Sb) the number of employees required in each cassification (G) ttta crate an which the participant estimates such employees will be required, and (d) any other pertinent information required by the State Employment Service to complete the job order form The fab order maybe placed with the State L-mploytrient Service in venting orby telephone If doong the course of the contract work, the Information submitted by the contractor to the original job order is substantially modified. the parhopant shall promptly notify the State Employment Service. 3. The contractor shellgive foil consideration to ill qualified job applicants referred to him by the State Employment Service, The contractor is not required to grant empioyment to any job applicants who in his opinion are not qualified to perform the d"slfication of work required, d. If, within one weak following the placing of a job order by the contractor with the State Employment Service the State Emplrment Service is unable to refer any qualified job applicants to The contractor, or lens than the number tpquastatt the State Emp!oyntent Service will forward a certificate to the contractor indicating tho unavailability of applicants Sueit srUfi ate shall t e rnacie a part rpt fire contrarfoee f ninnent project records; Upon terciipt of this certificate, tare contractor may employ persons who do not normally reside in the Tabor area to lilt positions covered by the cartihcate riotothstaimdingiheproVisiomofsubparagrap(r ]c;) above 6 The provisions of 23 CFR 633 207(e) allow the contracting a}jenry to provide a contractual pieference for the use of mineral resource materials r5ative to the Appalachian radon Page 12 of 12 EXHIBIT J — FEDERAL REQUIREMENTS Federal laws and regulations that may be applicable to the Work include: A. Uniform Administrative Requirements for Agreements and Cooperative Agreements to State and Local Governments (Common Rule) The "Uniform Administrative Requirements for Agreements and Cooperative Agreements to State and Local Governments (Common Rule), at 49 Code of Federal Regulations, Part 18, except to the extent that other applicable federal requirements (including the provisions of 23 CFR Parts 172 or 633 or 635) are more specific than provisions of Part 18 and therefore supersede such Part 18 provisions. The requirements of 49 CFR 18 include, without limitation: the Local Agency/Contractor shall follow applicable procurement procedures, as required by section 18.36(d); the Local Agency/Contractor shall request and obtain prior CDOT approval of changes to any subcontracts in the manner, and to the extent required by, applicable provisions of section 18.30; the Local Agency/Contractor shall comply with section 18.37 concerning any sub -Agreements; to expedite any CDOT approval, the Local Agency/Contractor's attorney, or other authorized representative, shall also submit a letter to CDOT certifying Local Agency/Contractor compliance with section 18.30 change order procedures, and with 18.36(d) procurement procedures, and with 18.37 sub -Agreement procedures, as applicable; the Local Agency/Contractor shall incorporate the specific contract provisions described in 18.36(i) (which are also deemed incorporated herein) into any subcontract(s) for such services as terms and conditions of those subcontracts. B. Executive Order 11246 Executive Order 11246 of September 24, 1965 entitled "Equal Employment Opportunity," as amended by Executive Order 11375 of October 13, 1967 and as supplemented in Department of Labor regulations (41 CFR Chapter 60) (All construction contracts awarded in excess of $10,000 by the Local Agencys and their contractors or the Local Agencys). C. Copeland "Anti -Kickback" Act The Copeland "Anti -Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3) (All contracts and sub -Agreements for construction or repair). D. Davis -Bacon Act The Davis -Bacon Act (40 U.S.C. 276a to a-7) as supplemented by Department of Labor regulations (29 CFR Part 5) (Construction contracts in excess of $2,000 awarded by the Local Agencys and the Local Agencys when required by Federal Agreement program legislation. This act requires that all laborers and mechanics employed by contractors or sub -contractors to work on construction projects financed by federal assistance must be paid wages not less than those established for the locality of the project by the Secretary of Labor). E. Contract Work Hours and Safety Standards Act Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327- 330) as supplemented by Department of Labor regulations (29 CFR Part 5). (Construction contracts awarded by the Local Agency's in excess of $2,000, and in excess of $2,500 for other contracts which involve the employment of mechanics or laborers). F. Clear Air Act Standards, orders, or requirements issued under section 306 of the Clear Air Act (42 U.S.C. 1857(h), section 508 of the Clean Water Act (33 U.S.C. 1368). Executive Order 11738, and Environmental Protection Agency regulations (40 CFR Part 15) (contracts, subcontracts, and sub -Agreements of amounts in excess of $100,000). G. Energy Policy and Conservation Act Mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163). H. OMB Circulars Page 1 of 3 Office of Management and Budget Circulars A-87, A-21 or A-122, and A-102 or A-110, whichever is applicable. I. Hatch Act The Hatch Act (5 USC 1501-1508) and Public Law 95-454 Section 4728. These statutes state that federal funds cannot be used for partisan political purposes of any kind by any person or organization involved in the administration of federally -assisted programs. J. Nondiscrimination 42 USC 6101 et seq. 42 USC 2000d, 29 USC 794, and implementing regulation, 45 C.F.R. Part 80 et. seq. These acts require that no person shall, on the grounds of race, color, national origin, age, or handicap, be excluded from participation in or be subjected to discrimination in any program or activity funded, in whole or part, by federal funds. K. ADA The Americans with Disabilities Act (Public Law 101-336; 42 USC 12101, 12102, 12111-12117, 12131-12134, 12141-12150, 12161-12165, 12181-12189, 12201-12213 47 USC 225 and 47 USC 611. L. Uniform Relocation Assistance and Real Property Acquisition Policies Act The Uniform Relocation Assistance and Real Property Acquisition Policies Act, as amended (Public Law 91-646, as amended and Public Law 100-17, 101 Stat. 246-256). (If the contractor is acquiring real property and displacing households or businesses in the performance of the Agreement). M. Drug -Free Workplace Act The Drug -Free Workplace Act (Public Law 100-690 Title V, subtitle D, 41 USC 701 et sea.). N. Age Discrimination Act of 1975 The Age Discrimination Act of 1975, 42 U.S.C. Sections 6101 et. seq. and its implementing regulation, 45 C.F.R. Part 91; Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. 794, as amended, and implementing regulation 45 C.F.R. Part 84. O. 23 C.F.R. Part 172 23 C.F.R. Part 172, concerning "Administration of Engineering and Design Related Contracts". P. 23 C.F.R Part 633 23 C.F.R Part 633, concerning "Required Contract Provisions for Federal -Aid Construction Contracts". Q. 23 C.F.R. Part 635 23 C.F.R. Part 635, concerning "Construction and Maintenance Provisions". R. Title VI of the Civil Rights Act of 1964 and 162(a) of the Federal Aid Highway Act of 1973 Title VI of the Civil Rights Act of 1964 and 162(a) of the Federal Aid Highway Act of 1973. The requirements for which are shown in the Nondiscrimination Provisions, which are attached hereto and made a part hereof. S. Nondiscrimination Provisions: In compliance with Title VI of the Civil Rights Act of 1964 and with Section 162(a) of the Federal Aid Highway Act of 1973, the Contractor, for itself, its assignees and successors in interest, agree as follows: 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 Page 2 of 3 procurement of materials and leases of equipment. The Contractor will not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix C of the Regulations. iii. Solicitations for Subcontracts, Including Procurement of Materials and Equipment In all solicitations either by competitive bidding or negotiation made by the Contractor for work to be performed under a subcontract, including procurement of materials or equipment, each potential Subcontractor or supplier shall be notified by the Contractor of the Contractor's obligations under this Agreement and the Regulations relative to nondiscrimination on the ground of race, color, sex, mental or physical handicap or national origin. iv. Information and Reports The Contractor will provide all information and reports required by the Regulations, or orders and instructions issued pursuant thereto and will permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the State or the FHWA to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of the Contractor is in the exclusive possession of another who fails or refuses to furnish this information, the Contractor shall so certify to the State, or the FHWA as appropriate and shall set forth what efforts have been made to obtain the information. V. Sanctions for Noncompliance In the event of the Contractor's noncompliance with the nondiscrimination provisions of this Agreement, the State shall impose such contract sanctions as it or the FHWA may determine to be appropriate, including, but not limited to: a. Withholding of payments to the Contractor under the contract until the Contractor complies, and/or b. Cancellation, termination or suspension of the contract, in whole or in part. T. Incorporation of Provisions §22 The Contractor will include the provisions of paragraphs A through F in every subcontract, including procurement of materials and leases of equipment, unless exempt by the Regulations, orders, or instructions issued pursuant thereto. The Contractor will take such action with respect to any subcontract or procurement as the State or the FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance; provided, however, that, in the event the Contractor becomes involved in, or is threatened with, litigation with a Subcontractor or supplier as a result of such direction, the Contractor may request the State to enter into such litigation to protect the interest of the State and in addition, the Contractor may request the FHWA to enter into such litigation to protect the interests of the United States. Page 3 of 3 36. EXHIBIT K — SUPPLEMENTAL FEDERAL PROVISIONS State of Colorado Supplemental Provisions for Federally Funded Contracts, Grants, and Purchase Orders Subject to The Federal Funding Accountability and Transparency Act of 2006 (FFATA), As Amended 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 (CRDA) pursuant to the Federal Technology Transfer Act of 1986, as amended (15 U.S.C. 3710); 1.1.4. Loans; 1.1.5. Loan Guarantees; 1.1.6. Subsidies; 1.1.7. Insurance; 1.1.8. Food commodities; 1.1.9. Direct appropriations; 1.1.10. Assessed and voluntary contributions; and 1.1.11. Other financial assistance transactions that authorize the expenditure of Federal funds by non -Federal Entities. Award does not include: 1.1.12. Technical assistance, which provides services in lieu of money; 1.1.13. A transfer of title to Federally -owned property provided in lieu of money; even if the award is called a grant; 1.1.14. Any award classified for security purposes; or 1.1.15. Any award funded in whole or in part with Recovery funds, as defined in section 1512 of the American Recovery and Reinvestment Act (ARRA) of 2009 (Public Law 111-5). 1.2. "Contract" means the contract to which these Supplemental Provisions are attached and includes all Award types in §1.1.1 through 1.1.11 above. 1.3. "Contractor" means the party or parties to a Contract funded, in whole or in part, with Federal financial assistance, other than the Prime Recipient, and includes grantees, subgrantees, Subrecipients, and borrowers. For purposes of Transparency Act reporting, Contractor does not include Vendors. 1.4. "Data Universal Numbering System (DUNS) Number" means the nine -digit number established and assigned by Dun and Bradstreet, Inc. to uniquely identify a business entity. Dun and Bradstreet's website may be found at: http://fedgov.dnb.com/webform. I.S. "Entity" means all of the following as defined at 2 CFR part 25, subpart C; 1.5.1. A governmental organization, which is a State, local government, or Indian Tribe; 1.5.2. A foreign public entity; 1.5.3. A domestic or foreign non-profit organization; Page 1 of 4 1.5.4. A domestic or foreign for-profit organization; and 1.5.5. A Federal agency, but only a Subrecipient under an Award or Subaward to a non -Federal entity. 1.6. "Executive" means an officer, managing partner or any other employee in a management position. 1.7. "Federal Award Identification Number (FAIN)" means an Award number assigned by a Federal agency to a Prime Recipient. 1.8. "FFATA" means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109- 282), as amended by §6202 of Public Law 110-252. FFATA, as amended, also is referred to as the "Transparency Act." 1.9. "Prime Recipient" means a Colorado State agency or institution of higher education that receives an Award. 1.10. "Subaward" means a legal instrument pursuant to which a Prime Recipient of Award funds awards all or a portion of such funds to a Subrecipient, in exchange for the Subrecipient's support in the performance of all or any portion of the substantive project or program for which the Award was granted. 1.11. "Subrecipient" means a non -Federal Entity (or a Federal agency under an Award or Subaward to a non -Federal Entity) receiving Federal funds through a Prime Recipient to support the performance of the Federal project or program for which the Federal funds were awarded. A Subrecipient is subject to the terms and conditions of the Federal Award to the Prime Recipient, including program compliance requirements. The term "Subrecipient" includes and may be referred to as Subgrantee. 1.12. "Subrecipient Parent DUNS Number" means the subrecipient parent organization's 9 -digit Data Universal Numbering System (DUNS) number that appears in the subrecipient's System for Award Management (SAM) profile, if applicable. 1.13. "Supplemental Provisions" means these Supplemental Provisions for Federally Funded Contracts, Grants, and Purchase Orders subject to the Federal Funding Accountability and Transparency Act of 2006, As Amended, as may be revised pursuant to ongoing guidance from the relevant Federal or State of Colorado agency or institution of higher education. 1.14. "System for Award Management (SAM)" means the Federal repository into which an Entity must enter the information required under the Transparency Act, which may be found at http://www.sam.gov. 1.15. "Total Compensation" means the cash and noncash dollar value earned by an Executive during the Prime Recipient's or Subrecipient's preceding fiscal year and includes the following: 1.15.1. Salary and bonus; 1.15.2. Awards of stock, stock options, and stock appreciation rights, using the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2005) (FAS 123R), Shared Based Payments; 1.15.3. Earnings for services under non -equity incentive plans, not including group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of Executives and are available generally to all salaried employees; 1.15.4. Change in present value of defined benefit and actuarial pension plans; 1.15.5. Above -market earnings on deferred compensation which is not tax -qualified; 1.15.6. Other compensation, if the aggregate value of all such other compensation (e.g. severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the Executive exceeds $10,000. 1.16. "Transparency Act" means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109-282), as amended by §6202 of Public Law 110-252. The Transparency Act also is referred to as FFATA. 1.17 "Vendor" means a dealer, distributor, merchant or other seller providing property or services required for a project or program funded by an Award. A Vendor is not a Prime Recipient or a Subrecipient and Page 2 of 4 is not subject to the terms and conditions of the Federal award. Program compliance requirements do not pass through to a Vendor. 2. Compliance. Contractor shall comply with all applicable provisions of the Transparency Act and the regulations issued pursuant thereto, including but not limited to these Supplemental Provisions. Any revisions to such provisions or regulations shall automatically become a part of these Supplemental Provisions, without the necessity of either party executing any further instrument. The State of Colorado may provide written notification to Contractor of such revisions, but such notice shall not be a condition precedent to the effectiveness of such revisions. 3. System for Award Management (SAM) and Data Universal Numbering System (DUNS) Requirements. 3.1. SAM. Contractor shall maintain the currency of its information in SAM until the Contractor submits the final financial report required under the Award or receives final payment, whichever is later. Contractor shall review and update SAM information at least annually after the initial registration, and more frequently if required by changes in its information. 3.2. DUNS. Contractor shall provide its DUNS number to its Prime Recipient, and shall update Contractor's information in Dun & Bradstreet, Inc. at least annually after the initial registration, and more frequently if required by changes in Contractor's information. 4. Total Compensation. Contractor shall include Total Compensation in SAM for each of its five most highly compensated Executives for the preceding fiscal year if: 4.1. The total Federal funding authorized to date under the Award is $25,000 or more; and 4.2. In the preceding fiscal year, Contractor received: 4.2.1. 80% or more of its annual gross revenues from Federal procurement contracts and subcontracts and/or Federal financial assistance Awards or Subawards subject to the Transparency Act; and 4.2.2. $25,000,000 or more in annual gross revenues from Federal procurement contracts and subcontracts and/or Federal financial assistance Awards or Subawards subject to the Transparency Act; and 4.3. The public does not have access to information about the compensation of such Executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d) or § 6104 of the Internal Revenue Code of 1986. 5. Reporting. Contractor shall report data elements to SAM and to the Prime Recipient as required in §7 below if Contractor is a Subrecipient for the Award pursuant to the Transparency Act. No direct payment shall be made to Contractor for providing any reports required under these Supplemental Provisions and the cost of producing such reports shall be included in the Contract price. The reporting requirements in §7 below are based on guidance from the US Office of Management and Budget (OMB), and as such are subject to change at any time by OMB. Any such changes shall be automatically incorporated into this Contract and shall become part of Contractor's obligations under this Contract, as provided in §2 above. The Colorado Office of the State Controller will provide summaries of revised OMB reporting requirements at http://www.colorado.gov/dpa/dfp/sco/FFATA.htm. 6. Effective Date and Dollar Threshold for Reporting. The effective date of these Supplemental Provisions apply to new Awards as of October 1, 2010. Reporting requirements in §7 below apply to new Awards as of October 1, 2010, if the initial award is $25,000 or more. If the initial Award is below $25,000 but subsequent Award modifications result in a total Award of $25,000 or more, the Award is subject to the reporting requirements as of the date the Award exceeds $25,000. If the initial Award is $25,000 or more, but funding is subsequently de -obligated such that the total award amount falls below $25,000, the Award shall continue to be subject to the reporting requirements. 7. Subrecipient Reporting Requirements. If Contractor is a Subrecipient, Contractor shall report as set forth below. Page 3 of 4 7.1 ToSAM. A Subrecipient shall register in SAM and report the following data elements in SAM for each Federal Award Identification Number no later than the end of the month following the month in which the Subaward was made: 7.1.1 Subrecipient DUNS Number; 7.1.2 Subrecipient DUNS Number + 4 if more than one electronic funds transfer (EFT) account; 7.1.3 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 OMB in policy memoranda available at the OMB Web site; Award also will include other types of Awards subject to the Transparency Act. 8.4 There are no Transparency Act reporting requirements for Vendors. Event of Default. Failure to comply with these Supplemental Provisions shall constitute an event of default under the Contract and the State of Colorado may terminate the Contract upon 30 days prior written notice if the default remains uncured five calendar days following the termination of the 30 day notice period. This remedy will be in addition to any other remedy available to the State of Colorado under the Contract, at law or in equity. Page 4 of 4