IGA; CO Department of Transportation; Wonderland Creek Greenways Improvement Project Diagonal to Winding Trail; Exp 12/10/2023Contract Tracking > Update Status Results
Update Contract Status
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Routing #
Dept
ontract Title / Type
Amount
CAO Special Action
Received
onderland Creek Greenways
Si ned
20131202 -9039
Public Works
prmnt Project Diagonal to
Encino
$$900,000
12/10/2013
Trail IGA
CA O
Atty
Mayor
CMO
CAO Special Action
Received
Signed
Si ned
Rejected
CMO Special Action
12/03/2013
mta
12/10/2013
CMO
CMO
Mayor
CMO
Received
Received
Signed
Signed
Attest
CMO Special Action
12/10/2013
12/13/2013
Received in
Records
Records
Records
Contract
Received
Received
Scanned
Special Action
I to County
from County
12/16/2013
01/23/2014
Received in
Central Records
Update another contract:
Routing Number: Update & Query
Contract Tracking Home I Siqnature Routing Form I Track Contract Status I Update Contract Status
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http: / /intraweb.ci. boulder. co .us /ContractTracking/servlet /Controller 1/23/2014
STATE OF COLORADO
Center for Procurement and Contract Services
Bob Corman, Director "OT
E. Arkansas Avenue, Suite 200
Denver, CO 80222 �.�.
(303) 757 -9236
January 16, 2014
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Mr
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ern
Kurt Bauer
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City of Boulder
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1739 Broadway, 2 nd Floor
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P.O. Box 791
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Boulder, Colorado 80306
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RE: Executed Intergovernmental Agreement
Wonderland Creek Improvements at 28th
Enclosed please find an executed original copy of the above referenced agreement
between the City of Boulder and COOT.
Please coordinate with the CDOT Project Manager (Abra Geissler) before starting
any work under this agreement.
Please call me at (303) 757 -9291 if I can be of further assistance.
SiOc Y,
Ran Pdfkihs
Contracting Officer
Enclosure
(FMLAWRK) Rev 11/28/12
PROJECT AQC M110-087,(19748) Routing # 14 HA4 61016
REGION 4 /(rp) ID 271001913
STATE OF COLORADO
Department of Transportation
Intergovernmental Agreement
with
City of Boulder, Colorado
TABLE OF CONTENTS
1 .
PARTIES .......................................................................................................... ...............................
2
2.
EFFECTIVE DATE AND NOTICE OF NONLIABILITY ...................................... ...............................
2
3 .
RECITALS ........................................................................................................ ...............................
2
4 .
DEFINITIONS ................................................................................................... ...............................
2
5.
TERM and EARLY TERMINATION .................................................................. ...............................
3
6 .
SCOPE OF WORK ........................................................................................... ...............................
3
7.
OPTION LETTER MODIFICATION .................................................................. ...............................
7
8 .
PAYMENTS ...................................................................................................... ...............................
8
9 .
ACCOUNTING ............................................................................................... ...............................
10
10.
REPORTING -NOTIFICATION .................................................................... ...............................
11
11.
LOCAL AGENCY RECORDS ....................................................................... ...............................
11
12.
CONFIDENTIAL INFORMATION -STATE RECORDS .................................. ...............................
12
13.
CONFLICT OF INTEREST_ ..................................... .................................. _ .............. .............
12
14,
REPRESENTATIONS AND WARRANTIES ................................................. ...............................
12
15 .
INSURANCE ................................................................................................ ...............................
13
16.
DEFAULT - BREACH ..................................................................................... ...............................
14
17 .
REMEDIES ................................................................................................... ...............................
15
18.
NOTICES and REPRESENTATIVES ........................................................... ...............................
17
19.
RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE ............. ...............................
17
20.
GOVERNMENTAL IMMUNITY ..................................................................... ...............................
17
21.
STATEWIDE CONTRACT MANAGEMENT SYSTEM .................................. ...............................
18
22.
FEDERAL REQUIREMENTS ....................................................................... ...............................
18
23.
DISADVANTAGED BUSINESS ENTERPRISE ( DBE) .................................. ...............................
18
24 .
DISPUTES ................................................................................................... ...............................
18
25.
GENERAL PROVISIONS ............................................................................. ...............................
19
26.
COLORADO SPECIAL PROVISIONS .......................................................... ...............................
22
27 .
SIGNATURE PAGE ...................................................................................... ...............................
24
28.
EXHIBIT A - SCOPE OF WORK .................................................................... ...............................
1
29.
EXHIBIT B - LOCAL AGENCY RESOLUTION ............................................... ...............................
1
30.
EXHIBIT C - FUNDING PROVISIONS ........................................................... ...............................
1
31.
EXHIBIT D - OPTION LETTER ...................................................................... ...............................
1
32.
EXHIBIT E - LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST .............................
1
33.
EXHIBIT F - CERTIFICATION FOR FEDERAL -AID CONTRACTS ................ ...............................
1
34.
EXHIBIT G - DISADVANTAGED BUSINESS ENTERPRISE ......................... ...............................
1
35.
EXHIBIT H - LOCAL AGENCY PROCEDURES FOR CONSULTANT SERVICES .......................
1
36,
EXHIBIT I - FEDERAL -AID CONTRACT PROVISIONS ................................. ...............................
1
37.
EXHIBIT J - FEDERAL REQUIREMENTS ..................................................... ...............................
1
38.
EXHIBIT K - SUPPLEMENTAL FEDERAL PROVISIONS .............................. ...............................
1
1. PARTIES
THIS AGREEMENT is entered into by and between the City of Boulder (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.
1. Federal Authority
Pursuant to Title I, Subtitle A, Section 1108 of the "Transportation Equity Act for the 21
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.
Page 2 of 24
C. Budget
"Budget" means the budget for the Work described in Exhibit C.
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 (Local Agency Contract Administration 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 ten (10) 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
Page 3 of 24
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
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.
Page 4 of 24
(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.
(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).
Page 5 of 24
(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 at seq. Those
requirements include, without limitation, that the Local Agency and its
Contractor shall incorporate Form 1273 (Exhibit 1) in its entirety verbatim
into any subcontract(s) for those services as terms and conditions therefor,
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 three (3) 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(D)(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.
(b) An alternative to the preceeding 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 Acquistion /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 acquisitionlrelocation 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
Page 6 of 24
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 hap: / /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.
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 Local Agency shall maintain and operate the Work constructed under this Agreement at
its own cost and expense during their useful life, in a manner satisfactory to the State and
FHWA, and the Local Agency shall provide for such maintenance and operations obligations
each year. Such maintenance and operations shall be conducted in accordance with all
applicable statutes, ordinances and regulations pertaining to maintaining such
improvements. The State and FHWA may make periodic inspections to verify that such
improvements are being adequately maintained.
7. OPTION LETTER MODIFICATION
An option letter may be used to authorize the Local Agency to begin 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 begin a phase and /or increase or decrease the encumberance amount
Page 7 of 24
The State may authorize 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 as shown on
Exhibit C remaining the same. The State may increase or decrease the encumbrance
amount for a particular phase 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 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 authorize the Local Agency to begin 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, C3, 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 Agreement set forth in Exhibit C. The Local Agency shall provide its match share of the
costs 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.
Page 8 of 24
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 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
Page 9 of 24
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
Resonable and necessary to accomplish the Work and for the Goods and Services provided.
Ill. 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
CDOT shall perform Oversight and the Local Agency shall reimburse CDOT for its related costs.
The Local Agency shall pay invoices within 60 days after receipt thereof. If the Local Agency
fails to remit payment within 60 days, at CDOT's request, the State is authorized to withhold an
equal amount from future apportionment due the Local Agency from the Highway Users Tax
Fund and to pay such funds directly to CDOT. Interim funds shall be payable from the State
Highway Supplementary Fund (400) until CDOT is reimbursed. If the Local Agency fails to make
payment within 60 days, it shall pay interest to the State at a rate of one percent per month on
the delinquent amounts until the billing is paid in full. CDOT's invoices shall describe in detail
the reimbursable costs incurred, the dates incurred and the amounts thereof, and shall not be
submitted more often than monthly.
Page 10 of 24
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.
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:
(1) 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
Page 11 of 24
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 at seq.
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
Page 12 of 24
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.
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.
it. 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
subcontractors that are not "public entities ".
B. Contractors
Page 13 of 24
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.
li. 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.
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 201011/85, 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.
V1. 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 shall provide certificates showing insurance coverage required hereunder to
the State within seven business days of the Effective Date of this Agreement. All Contractors,
Subcontractors, or Consultants shall provide certificates showing insurance coverage required
hereunder to the Local Agency 5 business days prior to work commencing by the Contractor,
Subcontractors, or Consultants. 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 certificate 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 provision of this §15.
16. DEFAULT- BREACH
Page 14 of 24
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.
1. Obligations and Rights
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.
ii. 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.
iii. Damages and Witholding
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
Page 15 of 24
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.
B. 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)(1).
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.
C. 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
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
Page 16 of 24
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. State:
Abra Geissler, P.E.
CDOT Region 4 Project Manager
1050 Lee Hill Road
Boulder, Colorado 80302
303 546 -5649
B. Local Agenc
Kurt Bauer, P.E.
Project Manager
1739 Broadway, 2" Floor
P.O. Box 791
Boulder, Colorado 80306
303 441 -4232
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
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, at 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,
at seq., as amended.
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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. A
listing of certain federal and state laws that may be applicable are described in Exhibit I, Exhibit J
and Exhibit K.
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
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
Page 18 of 24
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, at 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. Jurisdction 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,
Page 19 of 24
but is not necessarily limited to, limitations on (i) the types of liabilities, (li) 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:
L 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),
A. 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
Page 20 of 24
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.
THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK
Page 21 of 24
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.
8. 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.
9. EMPLOYEE FINANCIAL INTEREST. CRS § §24.18 -201 and 2450.507.
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
Page 22 of 24
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, at 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 pedury 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
Page 23 of 24
27. SIGNATURE PAGE
Agreement Routing Number 14 HA4 61016
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
City of Boulder, Colorado
John W. Hickenlooper, GOVERNOR
By ]5r r tk> -,�> , � r` j ) -t -i g t R I )
Colorado Department of Transportation
Donald E. Hunt, Executive Director
Name of Authorized IndividuAl
Title: C 1 V! M CC) i CC)
%/
'>
Official Titl of Authorize n lividual
By: Timot J. Harris, P.E., Chief Engineer
v
Date:
� /cvw L
'Signal e
Date:
APPrdved as -k �;P Y,,'
p
i2 -10 -1�
ALL AGREEMENTS REQUIRE APPROVAL BY THE STATE CONTROLLER
CRS §2430 -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
Robert aros, P A, JD
i
By: —
Colorado rtment of Transportation
Date:
Page 24 of 24
28. EXHIBIT A — SCOPE OF WORK
Wonderland Creek Improvements at 28th: Diagonal Highway to Winding Trail
The Colorado Department of Transportation ( "CDOT") will oversee the City of Boulder's design and
construction of a pedestrian and bicycle underpass, an associated reconfigured 10 feet -wide multi -use
path system and flood mitigation improvements along Wonderland Creek from Diagonal Highway to
Winding Trail (Hereinafter referred to as "this work ").
Federal Congestion Mitigation and Air Quality Improvement Program (CMAQ) funds have been
awarded to this project. CDOT and the City of Boulder believe it will be beneficial to perform this work
because it will encourage alternative transportation use, reduce flood risk and provide safer linkages
in the City of Boulder's multi -use path system. This work will contain the following features:
• Construction of a pedestrian and bicycle underpass located at 28 Street
• Reconfiguration of a 10 feet -wide multi -use path along Wonderland Creek from the Diagonal Highway
to Winding Trail
• 20 bicycle spaces within 1/2 mile of the project
• Flood mitigation improvements along Wonderland Creek from just upstream of Winding Trail to the
existing underpass located at the Diagonal Highway
This work will conform to the Americans with Disabilities Act and American Association of State
Highway and Transportation Officials (AASHTO) guidelines for bikeways. The design phase of the
work is anticipated to begin in Sept. 2013 or as soon as reasonably possible after the execution of this
agreement. The design phase will result in the production of detailed plans and specifications
(Hereinafter referred to as the "exact work"). The exact work shall be used to complete the
construction phase of the project. The construction phase of the contract shall begin as soon as
reasonably possible after the design phase is complete but no later than June 30, 2015 and is
anticipated to take approximately twelve months. Work performed prior to the Effective Date or after
the Final Acceptance shall not be considered part of the work.
Page 1 of 1
29. EXHIBIT B - LOCAL AGENCY RESOLUTION
LOCAL AGENCY
ORDINANCE
or
RESOLUTION
0 ors o Uode u mg Company -Boulder Revised Code- Chapter 2 -8
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Chapter 2 -8: Purchasing
Procedi
2.8 -1 Legislative Intent. to
The purpose of this chapter is to prescribe purchasing
procedures that the city will follow in contracting for
constructing capital Improvements, purchasing tangible
property, obtaining Insurance policies, purchased
services, and consulting services, and selling obsolete,
surplus, or unusable city property. To the extent
inconsistent with state law, the council intends that
these procedures supersede provfslons of state law
governing city purchasing procedures.g
2 -8 -2 Definitions. J ?
The following terms as used In this chapter have the
following meanings unless the context clearly indicates
otherwise:
"Capital Improvement" means a fixed public
improvement, including, without limitation, streets,
alleys, sidewalks, water or wastewater faci€ities, flood
control facilities, traffic control devices, street lighting,
parks, public structures, and landscaping.
"Consulting services" means services provided by
individuals possessing specialized educational
qualifications or practical expertise or professional
certification, including, without limitation, architects,
engineers, legal counsel, planners, accountants, and
actuaries.
"Purchased services" means the purchase of labor,
time, and effort, other than consulting services, which
does not Involve the tlesivery of tangible property or for
which the tangible property component Is minimal in
relation to the personal services component, as
determined by the city manager. This category
includes, without limitation, maintenance and repair
services and secretarial and clerical services.
Page 1 of 7
Page Contents
2 -8 -1 Legislative Intent
2 -8.2 Definitions
2 -B -3 When Forma
Competitive Bidding is
Reaulred
2 -B-4 Formal Bid
Reouirements
2 .8 -5 Formal Blddina
Procedure
2 -8-6 Informal
Procedure for Bids or
Q uotes
2 -B -7 Selection of Bids
for Capital
Improvement
Contracts and
Tangible Prolect
Purchases
2.8.11 Prohibition of
the Purchase ofi
Tanalble Property and
2 -8-12 Recycled and
Environmentally
Preferable Products
2 -8 -13 City Manager
May Adopt Rules
"Tangible property" means personal property and materials, including, without
limitation, supplies, equipment, parts, printing, and consumable supplies, but not
including Insurance, real property leases, securities, or water rights.
(Ordinance No. 5884 (1997))
2 -8-3 When Formal Competitive Bidding is Required. JW
http:// www. col000de .com/boulder2/r,hapter2 -8.htm 11/16/2011
Colorado Code Publishing Corr—ny - Boulder Revised Code - Chapter 2 Page 5 of 7
(c) Proposes a reasonable approach to achieve the project or service objectives;
(d) Has a satisfactory record of performance in developing and Implementing similar
projects or providing similar services in other jurisdictions; and
(e) Will perform the project or services at a reasonable cost, compared with the level of
effort to be expended.
2 -8 -9 Contract Requirements. AW
(a) The city manager shall execute all contracts for and on behalf of the city.
(b) All contracts shall be approved by the city attorney before they are executed by the
city manager, unless the attorney determines that it is not practical and advantageous
to do so.
(c) The city manager shall require a performance bond and a labor and material bond
or equal security on all capital improvement contracts over $50,000.00 and may require
such bonds or security on capital Improvement contracts under $50,000.00.
(d) The last payment on a capital Improvement contradt where the total contract
amount is $50,000.00 or more will not be made until at least ten days after a notice of
intention to pay is published at least twice In a newspaper of general circulation in the
city and after the city has received a release of statements of claim or liens. Claims
against the contract payment shall be filed as prescribed by state law.
(e) The contract shall include provisions for retainage of contract sums as prescribed
by state law,M and may include provisions for retainage In contracts not covered by
state law.
(f) The city may, by contract, require the contractor to waive, release, or extinguish Its
rights to recover costs or damages, or obtain an equitable adjustment, for delays in .
performing such contract, if such delay is caused, in whole or in part, by acts or
omissions of the city or Its agents, if the contract provides that an extension of time for
completion of the work Is the contractor's remedy for such delay. Such a clause is valid
and enforceable, any provision of state law to the contrary notwithstanding.M
(g) The'dty may, by contract, require the contractor to Indemnify and hold harmless the
city from the city's own precedent, concurrent, or subsequeni negligence affecting a
third party, so long as the Injury or damage alleged by such third party also arose from
a negligent act or omission of the contractor while working under the contract, or from a
breach of the contract by the contractor. Such a clause is valid and enforceable, any
provision of state law to the contrary notwithstanding.
(Ordinance Nos. 5846 (1996); 6038 (7998))
2-8 -10 Debarment or
The city manager Is authorized to debar or suspend a vendor or contractor for just
cause. No vendor or contractor shall be debarred or suspended until an opinion
regarding the same has been obtained from the city attorney and until procedures
recommended by the city attorney have been followed. The period of debarment shall
be determined by the city manager on a case -by -case basis. Reasons for debarment or
suspension include, without limitation, the following:
(a) Commission of fraud or a criminal offense as an incident to obtaining or attempting
to obtain a public or private contract or subcontract or in the performance of such a
http:// vwww. colocode .com/boulder2/chapter2 -8.htm 11/16/2011
30. EXHIBIT C — FUNDING PROVISIONS
A. Cost of Work Estimate
The Local Aqencv has estimated the total cost the Work. which is to be funded as follows:
1 BUDGETED FUNDS
a. Federal Funds $900,000.00
(82.79% of Participating Costs)
b. Local Agency Matching Funds $187,088.00
(17.21 % of Participating Costs)
OTAL BUDGETED FUNDS $1,087,088.00
2 ESTIMATED CDOT- INCURRED COSTS
a. Federal Share $0.00
(0% of Participating Costs)
b. Local Agency
Local Agency Share of Participating Costs $0.00
Non - Participating Costs (Including Non -
Participating Indirects) $0.00
Estimated to be Billed to Local Agency $0.00
TOTAL ESTIMATED CDOT- INCURRED COSTS $0.00
3 ESTIMATED PAYMENT TO LOCAL AGENCY
a. Federal Funds Budgeted (1a) $900,000.00
b. Less Estimated Federal Share of CDOT- Incurred Costs (2a) $0.00
TOTAL ESTIMATED PAYMENT TO LOCAL AGENCY $900,000.00
FOR CDOT ENCUMBRANCE PURPOSES
Total Encumbrance Amount $1,087,088.00
Less ROW Acquisition 3111 and /or ROW Relocation 3109 $0.00
Net to be encumbered as follows:
1 $1,087,088.00
NOTE. The construction funds are currently not available; the funding
will become available after federal authorization and execution of an
Option Letter (Exhibit D).
WBS Element 19748.10.301
Design
130201
$120,788.00
WBS Element 19748.20.101
Const
133011
$0.00
Page 1 of 2
B. Matching Funds
The matching ratio for the federal participating funds for this Work is 82.79% federal -aid funds
(CFDA #20.205) to 17.21 % Local Agency funds, it being understood that such ratio applies only
to the $1,087,088.00 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 $1,087,088.00, and additional federal funds are made
available for the Work, the Local Agency shall pay 17.21 % of all such costs eligible for federal
participation and 100% of all non - participating costs; if additional federal funds are not made
available, the Local Agency shall pay all such excess costs. If the total participating cost of
performance of the Work is less than $1,087,088.00, then the amounts of Local Agency and
federal -aid funds will be decreased in accordance with the funding ratio described herein. The
performance of the Work shall be at no cost to the State.
C. Maximum Amount Payable
The maximum amount payable to the Local Agency under this Agreement shall be $900,000.00
(For CDOT accounting purposes, the federal funds of $900,000.00 and the Local Agency
matching funds of $187,088.00 will be encumbered for a total encumbrance of $1,087,088.00),
unless such amount is increased by an appropriate written modification to this Agreement
executed before any increased cost is incurred. NOTE. The construction funds are currently
not available; the funding will become available after federal authorization and execution
of an Option Letter (Exhibit D). 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.
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 the Local Agency receiving federal
funds are as follows:
1. Expenditure less than $500,000
If 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 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 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 2 of 2
31. 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: Option Letter No. Option Letter CMS Routing #
Option Letter SAP #
Original Contract CMS # 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. All option letters shall contain the appropriate provisions as follows:
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 tabled as follows: C -2, C -3, C -4, etc.).
Option B (Insert the following language for use with Option 8):
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.
State Controller
Robert Jaros, CPA, MBA, JD
Form Updated: December 19, 2012
La
Date:
Page 2 of 2
32. EXHIBIT E — LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST
COLORADO DEPARTMENT OF TRANSPORTATION
LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST
Project No. STIP No Project Code Region
AOC M110 -087 SDR7007.012 19748
04
Project Location Date
Boulder— Wonderland Creek Improvements at 26': Diagonal Highway to Winding Trail September 5,
2013
Project Description
Mufti -use trail, drainage improvements, bicycle spaces
Local Agency
Local Agency Project Manager
City of Boulder
Kurt Sauer
COOT Resident Engineer
CDOT Project Manager
Dan Marcucci
Abe Geissler
INSTRUCTIONS:
This checklist shall be utilized to establish the contract administration responsibilities of the individual parties to this agreement
The checklat becomes an attachment to the Local Agency agreement. Section numbers correspond to the applicable chapters
of the COOT Local Agency Manuel
The checklist shall be prepared by placing an %' under the responsible parry, opposite each of the tasks The "XP denotes the
party responsible for initialing 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 P #" will denote that CDOT must
concur or approve
Tasks that will be performed by Headquarters staff Nill be indicated The Regions, in accordance with established policies and
procedures, will determine who will perform all other tasks that are the responsibility of CDDT.
The checklist shall be prepared by the COOT Resident Engineer or the COOT Project Manager, in cooperation vAth the Local
Agency Project Manager, and submitted to the Region Program Engineer. If contract administration responsibilities change, the
CDOT Resident Fs ineer in cooperation with the Local Agency Project Mana er will prepare and distribute a revised checklist
NO. DESCRIPTION OF TASK
RESPONSIBLE
PARTY
LA COOT
TIP ! STIP AND LONG-RANGE PLANS
2 -1 Review Pro' m ensure consistency vAh TIP and amendments thereto X
FEDERAL FUNDING OBLIGATION AND AUTHORIZATION
4 -1
AdlhOf¢e funding by phases (CDOT Form 418. Federal aid Program Data. Requires FHWA
rmarrteneeho,0 emuni
X
PROJECT DEVELOPMENT
S-1
Prepare Design Data - COOT Form 463
X
X
5.2
Prepare Local AgoncylCDOT Inter - Governmental Agreement see also Chapter 3
X
5 -3
Conduct Consultant SelectiordExeaute Consultant A reemenl
X
#
5 -4
Conduct Design Sco in Review meeting
X
5 -5
Conduct Public l nvolvement
X
5 -6
Conduct Field n5pedbon Review FIR
X
X
5 -7
Conduct Environmental Processes ma. re uire FHWA concurrenceAnvalvememl
X
X
5-8
Acquire Right-of-Way (me re uiro FHWA concuneneeAnvolvement)
X
#
5 -9
Obtain Utility and Railroad Agreements
X
5 -10
Conduct Final Office Review FOR
X
X
5 -11
Just Force Account Work by the Local A en
X
5-12
1 Justify Proprietary, Sole Source. w Local Agancy Agency Furnished items
X
IF
5.13
1 Document Design Face lane -COOT Form 464
X
a
b-14
Prepare Plans, Spec4ica[ions en onstruction Cost Estumates
X
a
5-15
1 Ensure Authorization d Funds for Construction
X
COOT Form 1243 09/06 Page 1 of 4
Previous editions are obsolete and may not be used
Pagel Of 4
NO.
DESCRIPTION OF TASK
RESPONSIBLE
PARTY
LA COOT
PROJECT DEVELOPMENT CIVIL RIGHTS AND LABOR COMPLIANCE
6 -1
Set Underutilized Disadvantaged Business Enterprise (UBDE) Goals for Consultant and
Construction Contracts (CDOT Region EE001 RI his eciallsll
X
6 -2
Determine Applicability of Davis -Sawn Act
This project ❑ Is X is not exempt from Dams -Bacon requirements as determined by the
functional classification of the project location (Projects located w local loads and rural
minor culectors may be exempt.)
PAO Marcucci Seotember5. 2013
COOT Resident En ineer Si nature on File Date
X
6-3
Set On- the-JOb Training Goals. Goal Is zero If total construction is less than $1 million (COOT
Re ion EEO/Civfl RI hls 5 eclairs[
X
6 -4
1 Title VI Assurances
X
Ensure the correct Federal Wage Decision, all required Disadvantaged Business
Ente rprre/On- the -Job Training special provisions and FHWA Form 1273 are included in the
Contract (COOT Resident Engineer)
X
ADVERTISE. BID AND AWARD
7.1
Obtain Approval for Advertisement Period of Less Than Three Weeks
X
#t
7.2
Advertise for Bids
X
7 -3
Distribute "Advertisement Set' of Plans and Specificallons
X
7.4
Review Worksite and Plan Details with Prospective Bidders While Project is Under
Advertisement
X
7 -5
Open Bids
X
7.8
Process Bids for Compliance
Check COOT Form 715. Certificate of Proposed UndeMilrzed 5BE Padicipali to when the
low bidder meets UUBE goals
X
Evaluate CDOT Form 718 - Underutilized DBE Good Faith Effort Documentation and
determine V the Contractor has made a good faith effort when the low bidder does not meet
DBE coals
X
Submit required documentation for COOT award concurrence
X
7 -7
Concurrence from COOT to Award
X
7.8
A rove Rejection of Low Bidder
X
7 -9
1 Award Contract
X
7.10
1 Provide "Award" and'Record' Sets of Plans and Specifications
I X
CONSTRUCTION
MANAGEMENT
(F1
Issue Notice to Proceed to the Contracts
X
8-2
Proiect Safe
X
f
8-3
Conduct Coraerenees
Pre-construction Conference tAppendix B)
X
Presurvey
• Construction stalking
• Monumentaton
X
X
Padnenn SO tromp
X
Structural Concrete Pre -Pour LAZnda isin COOT Construction Manua
X
Concrete Pavement Pre-Pi (Agenda Is In COOT Consauclmn Menua4
X
HMAPre -Pavin (Agendaf9ln CDOTCm)9tuctlon Mantra
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
construction supervision."
Kurt asides 3034414232
Local Agency Professional Engineer or Phone number
COOT Resident Engineer
X
CDOT Forni 09/06 Page 2 gf 4
Previous edlllons are obsolete and may not be used
Page 2 of 4
CDOTFOrm1241 earee Page3of4
Previous solutions are obsolete and may not be used
Page 3 of 4
RESPONSIBLE
NO.
DESCRIPTION OF TASK
PARTY
LA CDOT
Provide competent, experienced MIR who will ensure the Contract work is constructed in
accordance with the plans and specifications
X
Construction inspection and documentation
X
8.0
Approve Shop Dravdn s
X
8-7
Perform Traffic Control inspections
X
X
8-8
Perform Construction Surve'n
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
Kurt Bauer 303 -441 -4232
Local Agency Representative Phone number
8.11
Prepare and App rme Interlm and Final LICi !Railroad Billings
X
8-12
Prepare Local A enc Reimbursement Requests
X
8.13
Prepare and Authorize Change Orders
X
8.14
Approve rove All Change Orders
X
615
Monitor Pro Financial Status
X
8-16
Prepare and Submit Monthly Progress Reports
X
X
647
Resolve Contractor Claims and Disputes
X
6 -18
Conduct Routine and Random Project Reviews
Provide the name and phone number of the person responsible for this task,
X
Dan Marcucci 303 - 546 -5658
CDOT Resident Engineer Phone number
MATERIALS
9.1
Conduct Materials Preconstructlon 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 matenals 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
ApproveSources of Materials
X
9-7
Independent Assurance Testing (IAT), Local Agency Procedures El CDOT Procedures X
• Generate IAT schedule
X
• Schedule and provide notification
X
• Conduct IAT
X
9-8
Approve Mix Designs
• Concrete
X
• Hot Mix As halt
X
9 -9
Check Final Materials Documentation
X
9 -10
Complete and Distribute Final Materials Documentation
X
CDOTFOrm1241 earee Page3of4
Previous solutions are obsolete and may not be used
Page 3 of 4
CONSTRUCTION CIVIL RIGHTS AND LABOR COMPLIANCE
10 -1
Fulfill Project Bulletin Board and Pre - construction Packet
Requirements
x
10-2
Process COOT Form 205- Sublet Permit Application
Review and sign completed COOT Form 205 for each subcontractor, and submit to
EEOICivil Ri ht,Specialist
x
X
10-3
Conduct Equal Employment Opportunity and Labor Compliance Verification Employee
Interviews. Complete COOT Form 280
x
10 -4
Monitor Disadvantaged Business Enterprise Particlpatlon to Ensure Compliance vdth the
"Commercially Useful Funr/icn' requirements
x
10 -5
Conduct Interviews When Project Utilizes On- the -Job Trainees. Complete COOT Form 200 -
OJT Training Questionnaire
X
10 -0
1 Check Certified Payrolls Cantecl the Region EEOACIMI Rights Specialists for tfelnln r! uiremenls.l
X
10 -7
Submit FHWA Form 1$91 - Hi hvs Construction Contractors Annual EEO R rt
I X
FINALS
11.1
Conduct Final Project Inspection. Complete and aubmit CDOT Form 1212. Final
Acceptance Report (Resident Engineer with mandatory Local Agency paracipatian l
X
11 -2
Wry Final Project Acceptance Letter
X
11.3
Adyartise for Final Settlement
X
11-4
Prepare and Distribute Final As- Conatmctcd Plans
x
11-5
Prepare EEO Certification
X
11-6
Check Final Quantities, Plans and Pay Estimate; Check Project Documentation; and submit
Final Cedigcations
X
11
-7
Check Material Documentation and Accept Final Material Certification See Chapter 9
X
11 -8
Obtain COOT Form 17 - Contractor DBE Payment Certification from the Contactor and
submit tot a Resident En ineer
X
11 -9
Obtain Fl-WA Form 47 - Statement of Materials and Labor Used ... from the Contractor
NA
11 -10
Process Final Payment
11.11
Com lete and Submit CDOT Form 950 - Pro ect Closure
ox
x
11.12
Retain Project Records for Six Years from Date of Project Glesure
X
11 -13
Retain Final Version of Local A enc Contract AdministrationChecklisl
xx
cc: CDOT Resident EngineedProject Manager
GOOT Region Program Engineer
COOT Region EEOlCEril Rights Specialist
COOT Region Materials Engineer
COOT Contracts and Market Analysis Branch
Local Agency Project Manager
COOT Form 1 ]43 OMS Page 4 of4
Previous editions are obsolete and may not be used
Page 4 of 4
33. 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
34. EXHIBIT G — DISADVANTAGED BUSINESS ENTERPRISE
SECTION 1. Policy.
It is the policy of the Colorado Department of Transportation (CDOT) that disadvantaged business
enterprises shall have the maximum opportunity to participate in the performance of contracts financed
in whole or in part with Federal funds under this agreement, pursuant to 49 CFR Part 26.
Consequently, the 49 CFR Part IE DBE requirements the Colorado Department of Transportation DBE
Program (or a Local Agency DBE Program approved in advance by the State) apply to this agreement.
SECTION 2. DBE Obligation.
The recipient or its the Local Agency agrees to ensure that disadvantaged business enterprises as
determined by the Office of Certification at the Colorado Department of Regulatory Agencies have the
maximum opportunity to participate in the performance of contracts and subcontracts financed in whole
or in part with Federal funds provided under this agreement. In this regard, all participants or
contractors shall take all necessary and reasonable steps in accordance with the CDOT DBE program
(or a Local Agency DBE Program approved in advance by the State) to ensure that disadvantaged
business enterprises have the maximum opportunity to compete for and perform contracts. Recipients
and their contractors shall not discriminate on the basis of race, color, national origin, or sex in the
award and performance of CDOT assisted contracts.
SECTION 3 DBE Program.
The Local Agency (sub- recipient) shall be responsible for obtaining the Disadvantaged Business
Enterprise Program of the Colorado Department of Transportation, 1988, as amended, and shall
comply with the applicable provisions of the program. (If applicable).
A copy of the DBE Program is available from and will be mailed to the Local Agency upon request:
Business Programs Office
Colorado Department of Transportation
4201 East Arkansas Avenue, Room 287
Denver, Colorado 80222 -3400
Phone: (303) 757 -9234
revised 1/22/98
Required by 49 CFR Part 26
Page 1 of 1
35. 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 at 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 $50,000. Federal reimbursements for
costs are limited to those costs allowable under the cost principles of 48 CFR 31. Fixed fees
(profit) are determined with consideration given to size, complexity, duration, and degree of
risk involved in the work. Profit is in the range of six to 15 percent of the total direct and
indirect costs.
7. A qualified local agency employee shall be responsible and in charge of the Work to ensure
that the work being pursued is complete, accurate, and consistent with the terms, conditions,
and specifications of the contract. At the end of Work, the local agency prepares a
performance evaluation (a CDOT form is available) on the consultant.
8. Each of the steps listed above is to be documented in accordance with the provisions of 49
CFR 18.42, which provide for records to be kept at least three years from the date that the
local agency submits its final expenditure report. Records of projects under litigation shall be
kept at least three years after the case has been settled.
CRS § §24 -30 -1401 through 24 -30 -1408, 23 CFR Part 172, and P.D. 400.1, provide additional
details for complying with the proceeding eight (8) steps.
Page 2 of 2
36. EXHIBIT I — FEDERAL -AID CONTRACT PROVISIONS
FI IWA -1273 — Revised May 1, 2012
REQUIRED CONTRACT PROVISIONS
FEDERAL -AID CONSTRUCTION CONTRACTS
General
II. Nondlsodrulnation
IIL Nonsegregated Fallitles
IV. Davis -Bacon and Related Act Provisions
V Contract wi Hall Aril Safely SlArld nis Act
Provisions
VI Subletting or Assigning the Contract
VII. Safety AWdem Phismin ah
VIII False Statements Cmicanni g I hghway Pmjels
UL Implementation of Clean Art Act and Federal Water
Pollution Cont" Act
X Compeance vntll Gowmmenlvrida Suspension and
Debarment Requirements
* Certification Reganling Use of Central Funds Ion
lobbying
ATTACHMENTS
3 A breach ofany of the stipulations comaintd Inthe$A
Required Contract Plovlsials ntay ba sufficient grounds for
withholding of progress itwunenfe, withholding M final
payment. Ism inatlon of the contract. suspension Idelo ment
or any rimer slum determined to he appmpmafe by the
contracting agency and F1
4. Selection of Labor. During the performance of tllts contract.
the contractor shall not use convict labor for any purpose
vdllen the limits of a construction Project an a Fadaral -std
higlxvay unless it Is land pe fomhed by chril who are on
parole, supervisad release. err pnlba ion The term Faieral -akl
highway does not Include roadways furchnnaily rlasseed as
local reads drum minor callectors
It NONDISCRIMINATION
A Employment and Mall Preference for Appalachian
Development I Highway System or Appalachian Local Access
Road Contracts (included In Appalachian no eracta only)
I. GENERAL
1 Postal FI RNA -1273 must be physicallyinrorpmated in each
construction contract funded under Title 23 (exludinll
emergency contracts solely intended for debris removal) The
contractor (or subcontractor) must insect this form in each
subcontract and further require Its inclusion In all lower tier
subcontracts (excluding purchase orders. rental agreements
and otter agreements for Supplies or EeMGBS).
The applicable requimmards of Term FNWA -1273 are
incomorated by feferance far work done undo any Ixwrhase
order. rental Sam mont d agreement for other services. The
prime meadow shall be responsible far compliance by any
subcontract". Iowa -ter SubNmbecter or seMCe Provider.
Form FHWA4273 must be included In all Federalmid design.
build contains. In all subeMmtrM:IS and in lower ben
subcontracts (excluding Subcontracts far design Sell
purchase orders, rental agreements and Omer agmemems for
supplies or services). The design - bolder shall be responsible
far compliance by any subcrxnll lower -bar subcontractor
Sir semce provider
Comairling agendas may mferem:e Form Fl IWA -1271 in bid
proposal or request for proposal doduml however. the
Fomh FI WA-1 27A nest be physically uciapoaled (not
referenced) In all contracts, subrnntraeh and lower -Oar
subcontracts (excluding purchase orders, rental agreements
and other agreements tar supplies OF services misted to p
conseuctlan cmmtract).
2 Sublert in me aPFllirablliN f /dada noted In trig Inllowing
sections. these contract provisions shall apply to off work
pellnmmed an the contract by the conlralors man organizabmm
and with the assistance of workers Under Me contracld's
immediate supanmondence and In all Nark perfumed on the
convect byplecewnr4. Station work, or by subcontract
The provisions of this section Mated In 23 CSit Part 230 era
applicable to all Federal -aid consual coneecis and In all
161dtad GnnS(NLann aUnIXMtI'9fifti Of 510,060IX nlnra The
provisions of 23 CFR Pan 230 are not applicable to material
supply, engmeannq, d arfllllectural semce contracts
In addition, the contractor and all subcontractors must comply
with the following prAidesr Execullve, Order 11246, 41 CFR 60.
20 CFR 1625 -1027, Title 23 USC Section 140 the
Rehablllladole Acted 1973. as amended 129 USC 794), Title VI
of the Civil Rights Act of 1964. as amended. and related
regulations including 49 CFR Pent 21. 20 and 27: and 23 CFR
Pans 200. 230. and 653
The cotralo and all subcontractors must comply with the
requirements of tle Equal OpporlUmriy Clause In 41 CFR 00-
1 41b) act. ford construction cdndacts exceeding $10.000.
the Stardom Federal Equal Employment Opportunity
Coral Contract SpeCificatiMS in 41 CFR 6043
Note- The U S Department of labor has exclusive authority M
detemvne compliance with ExecuWe Order 11246 and Me
potiries of Me Secretary of Labor including 41 CFR 60, and 29
CFR 1625 -1027. The contracting agency and Me FfMA have
Me mAmxdy and Me rasponsibNy In Sri nompiienCd with
Tide 23 USC Saclike 140. M Rehabilitation Al of 1973. as
amended (29 USC 794), and Title VI M Me Civil Fugms Al or
191 as amended, and relater) raguraerehe Including 49 CFR
Pats 21. 26 and 27: and 23 CFR Pats 200, 230. and &T3
The tollowng provision Is adopted eon 23 CFR 270, Appanrllx
A. with appropriate mvmions to nonfomt to the U,S
Department of Labor (US COL) and Fil Arequiremenls
1, Equal Employment Opportunity: Equal employment
oppo tunny (EEO) requirements not to discrmmmala and to take
aN,n,e ve olio, to assure equal opporNniy as set forth
under laws "Attu ve orders, rules. regulations (26 CFR.15,
20 CFR 1630.29 CFR 1625- 1627.41 CFR 60 and 49 CFR 27)
and call of Me Secretary of Labor as mail by the
provisions prescribed herein. and Imposed puruant to 23
U S C 140 shall ronaetute Me EEO and specific affirl
action standards for the controele's project activities under
Page 1 of 12
this contract. The pro osipre of the Americans wdi Drsadldies
Ail or 1990 (42 U S. C 12101 of seq) set forth under 28 CFR
35 and 29 CFR 1630 are Incorporated by reference in this
contract In the executed of the comrant the contractor
agrees to comply will, the follovang minimum Specific
requirement activities of EEO'
a. The contractor will work wain the contracting agency aM
the Federal Govemsel oil to ensure that it has made every
good faith effort to provide equal opportunity with respect to all
cite terms and conditions of employment and In Mair review
of artistes under the contract
b. The centrecmnwll accept as Its operating pricy Ina
following statement:
"It Is the policy of this Company to assure that applicants
are employed, and that employees are treated during
employment, wlhoul regard to their race, religion. sex color.
national origin, age ordlsahility Suchaction shall Incurs,
employment. upgrading, compiled, or transfer: mccimenl or
rermmeenl advertising layoff or lerminab0n' rates of pay or
other fans of e.ompansaon: and selected for training,
including apprenticeship, pre - apprenticeship, anei arrnle-
job training."
2. EEO Officer: The c lira for will designate and make
known to the contracting Mfiwrs an EEO Officer who will have
the responsibility for and must be capable or o%actively
administering and promoting an arrive EEO program andwhs
must be assigned adequate aulhndly and responsibility In do
so.
3. Dissemination of policy: All members of the contractors
staff who are authorized to hire, supervise, promote, and
discharge employees or who recommend such anon, or won
are substantially involved in such amen, will be made fully
cognizant of and wit implemant. the contractors. EEO policy
and conlrLtual responsibilities to provide EEO In each grade
and desdtwlion of employment To ensuradmttho above
agreement will be met. the Following actions will betaken as a
minimum:
a_ Periodic meetings ofsup nosor and personnel office
employees wall be conducted before the start of wont and then
not less often Man once every six mi at which rare Me
contractors EEO policy and its implementation will be
reviewed and explained_ The meetings wit be conducted by
the EEO Officer
b. All new tuponAsM or 0110d)el CKCS employees will be
given a thorough indorbinationby Me EEO Officer, covering
all major aspects of the contractors EEO obligations within
thirhy days following their reporting for duly wild the contractor
c All parsonnel who are engaged in deem recruitment for
the project will be instmclad by the EEO Officer in Me
contmi procedures for locating and hiring connotes and
Woman.
d Notices and posters salhng fndh the contractor's EEO
policy vAll be stilted m areas readily acN_ssabla th emplo,Yees.
applicants for employment and potential employees
a The crmtraciMs EEO pi and Me procedures to
Implement such policy will be brought to the attention of
employees by means of meetings, employee handbooks or
other appropriate means,
4. Recruitment: When advedising for employees, Me
contractor will Include in ell advertisements for employees the
notation "An Equal Opportunity Employer" All such
advertisements will be placed in publioanorls having a large
circulation among mmOrite6 and wooden In the area from
which the project work force would normally rte dadved.
a The connector will, unless precluded by a valid
bargaining agree room. conduct systematic and dire at
me uifroont through pudic and private employee referral
sources lemlyto yield quarried norronlies and woolen. To
meet this regleroment the cmntractic ill (oddly Sources of
potential minority goods employees. and establish wish Such
identified sources procedures whereby minority and women
apphCama may be referred to the contractor for employment
consideration,
Is, In Me event the contractor has a valid bargaining
agreement providing for exclusive hiring hall laterite, the
contractor is expectant to observe the provisions of Mal
agreement to the .,lent that the system meets the rontmctors
compliance with EEO printed provisions. Where
Implementation of such an agreement has the effect of
discriminating against mirsodnes or women, or nhligates me
contractor to do the same, such implementation violates
Federal rwndiscrimmutipn provisions
c The contractor will encourage its present employees To
refer minorities and woman as applicants for employment.
Infomla I ore and prow dures with regard to oofemng such
applicants will be discussed wile employees.
5. Personnel Actions: Wages, working cnndim. and
employee benefits shall be astabloned and administered, and
personnel aliens of every type, including hiring, upgrading,
promotion transfer demotion, layoff. and reformation, shall be
taken wtithoul regard to race. color, religion, sex, national
origin, age ordifiability Thatolipwingprocadum6shallbe
followed
a. The ctlntractorwtll conduct periodic inspectors of stood
sites to insure that working conditions and employee fact
do not indicate discrmmatoryinmmdent of project she
personnel.
Is The contractor will periodically evaluate Me spread of
wages paid within each oassih0etl0n 10 determine any
evklancs of discriminatory wage practices.
c The comma will periodically reviewselected personnel
actions In depth to dat6mnne wh2MBr there is evidence of
dlscr mmatnn. Where evidence Is frrund the Ccadm ter will
promptly take corrective action. If the mmew mdeates that Inc
discrimination may forced Beyond the actionsreviewed_ such
corneal actu n shall Include all attacked persons
d The raantradw wit prrmlpffy Investigate all complaints ni
alleged tliscdn%n s un made in the rmtmrtnr in pt tore resolve
such Its ml a ass under INS apoher µle corr to resolve
suctcc m p r inis,antl willfakeeppmpnme cort a amino
worst . o able ono o reason time If e ore inve t tan n
Idicates mat bile
dascnminatipn may alert parsons other Man the complainant
such refractive action shall include such other persons Upon
completion of each investigation, the contractor wit inform
every complainant of all of their avenues of appeal
6. Tra l ring and Pro nothon:
a. The camrarinrwill assist In locating, qualifying, and
increasing the stills of minorities and women who are
Page 2 of 12
applicants for employment occurrent employees Such efforts.
should be aimed at developing hill jourri level stains
employees in the type of trade cites classification involved.
b. Consistent with the contra etd"s work force resell'aments
and as parmlesible under Federal and State regulations. the
contractor shall slake full use of training programs. i.e„
apprenbcasnlp and on- the -loo training programs for the
geographlcala(aaofcontmetpeifxniance, Intheriventa
special pmdslon for training Is provided under this contract,
this subparagraph will be superseded as indented in the
specialprovisl011 The contracting agency may reserve
training oce lNOns for persons who receive welfare asaiteance
In accordance with 23 O S C. 140(a)
a The r.ortm Ars, will advise employees and applicants for
employment of available raising programs and entrance
requirements for each
d. The contractor vial periodically review me training and
prfadoton potential or employees who are mines ites and
women and will encourage eligible employees to apply for
such training and promotion
7. Untomi: It the contractor relies In whole or In part upon
unions as a source of employees, me connector wall use good
faith efforts to obtain the cooperation of such unicxls to
Incmase opportunities W mirest ies and women Actions by
the contractor alther directly or through a contracNs
as seciaenn acting as agent, will include the prose Than set
forth below:
a The connector will use good faith efforts to develop in
coppermi on v mAl unions, joint training programs aimed
toward qualifying more minorities and women for membership
In the unions and increasing the skills of shimmies ies and woman
so that they may quall"y for higher paying employment.
Is The contractor will use good Into elms to incorporate an
EEO clause into each union agmemant to the and that such
union will be cormadually bound to refer applicants will
regard to their race. color, religion sex_ national origin., age or
disability.
C The contractor Is to obtain infomhallon as to ate referral
patient and policies of the labor union exrept that to the
exists Such Infoamatldt Is Will Vie exclusive possession Of
the labor union and such labor union refuses to rumor, such
Information to the contraUlor, one contractor shell to certify to
Me ronVarill agency and shall set forth what efforts nave
been made to Obtain Such information,
it In the event the union Is unable to pri the contractor
with a reasonable now M relermis within ore time lima set forth
In she collective bargaining agreement the conitraclor MII.
timwgh intlepandent recruitment affiels fill me employment
vacancies v4thkM regard to race role, religion . sex nauonal
origin. age or disability: making full efforts to obtain qualified
andbr qualifiable hitirmties and women. Thefailuranfaunlon
to provide sufficlenl referrals (even though 0Is obligated to
Provide exclusive referrals under the terns of a collective
bargaining agreement) does not relieve ire rnntracto fmm the
requirements of Min paragraph, In the event die union fall
practice prevents the contractor ham meeting the obligations
pursuant In Executive Order 11246, as amended. and Mesa
spacial provisions, such contractor shall immediately no8fy the
contracting agency
8. Reasonable Atcummenh,gon for Applicants
Employees with Disabilities: The centmeter mustbe familiar
with the requirements far and comply.th the Americans with
Disabilities Art and all mass and regulations established there
under Employers must provide reasonable accommodation in
all employment activieas unless to do an would cause an
undue hardship.
9, Selection of Subcontractors, Procurement of Materials
and Leasing of Equipment: The contro Shall not
dlscnmmata an the grounds at race, color, cold sex,
national origin. one or disability In the selection and retention
of subcontractors; , Including procurement ormatenels and
leases of equipment The contractor shall take all necessary
and reasonable steps to ensure nondiscrimination in the
admmisfral of this contract
a. The contractor shall ratify all potential subcontractors and
suppliers and lessors of Mak EEO obligations under Me
contract
b. The contractor hill use good faith efforts In ensure
subcontractor compliance with their EEO obiigepons.
10. Assurance Required by 49 CFR 26.13(6):
a, The req.msments.149CFRP.d26 and the Slate
DOT's U S DOT - approved DBE program are Incorporated by
reference.
b. The cantracto or subcontractor shall rant disenmenne at
Me basis of race, color. national Virgin, or sax in the
performance Or this contract The contractor shall carry out
applicable require mends of 49 CFR Pan 26 in the award and
admi stmimn M DOT - assisted contracts. Failure by Me
contractor to carry out these requirements is a matenal breach
hill nordmct. which may result in the remount n of this
contract or such other remedy as the contracting agency
deems appropriate
11. Records and Reports: The contractor shall keep such
records as necessary to discuss dirt compliance, with the EEO
requirements Such records ahall be retained for a perod M
three years fdlay4ng tltd date of the final payearil to the
conUadorfor all contract wank and shall be available al
reasonable doles and places for Inspection by authorized
representatives of the contrecOn9 agency and time SHWA.
a_ The records keplby the contracto Brian dooioi l the
following:
(1) The number antl work hours of ri ly and sal
minoily group memhers and women employed in eacri work
classification on the project.
12) The progress arc! efforts bemgmade, in cooperation
with unions, when appticabla, to in mass employment
oppedunitles for minorities and women: and
(3) The progress and equal being made in Imaging, hirl
training. qualifying . and upgrading momfiea and womem
In The committees and 6l1bCINlba('f[iN will submit ail annual
report to the contracting agency each July forthe duration of
Me project.. Indicating the nurnberafminumv. women, and
non -ronor ty group employees cumori engaged in each walk
classification required by the contract wort: Thisinfomnabonis
m ha mpWsv1 on Fnmh Fl lWA t, p1 The staffing data should
represent the protect work force on board in all or any part of
the last payroll period preceding the and oNuly. If ondhe.jnb
training is being required by special provision. the contractor
Page 3 of 12
wll be required to collect and report training data The
employment data should reflect the work force on board during
all or any part of the last payroll period preceding the end of
July
III. NONSEGREGATED FACILITIES
This proviBiGt is applicable to all Faderabaid colstrllcdon
contracts and to all related constructed submnbacts of
S 10.000 or more.
The contractor must ensure that facilities provided for
employees are provided in such a mannar mat segragaaon nn
tie basis of race. cola. religion. sex, or natonal origin cannot
result. The contractor may neither require such segregated
use by vdil or oral policies nor tolerate such use by
emplayeecustnm The contraclors obligation extendsfunher
to ensure that its employees are not assigned to perform their
car` idea at any function, under the conmctnre central, where
the Tall iliteS are segregated. The tfirm'Taufitiw" mclude5
salting moms, work areas, restaurants and other eating areas.
time clocks, reslrnams, washrooms. locker farms. and other
storage or dressing areas parking lots, deciding fountains,
recreation or entertainment areas, na eportation, and housing
provided for employees. The rnntrartor shall provide separate
or single -user restroonns and necessary dressing ar sleeping
areas to assure privacy hetween sews
W. DAVIS-BACON AND RELATED ACT PROVISIONS
This section a applicable to all Faderal -aid construction
projects exceeding 92,000 and to ad related subcontracts and
Iwwer- llersubcont acls(regwdlessofsubcontaclsiw) The
nequimonants apply to all projects located within the rigmof-
way of a roadway that is functionally classified as Federal -aid
highway This excludes roadways tuncaonally classified as
local foals orraral m der GdlectOrs. %,tuch are exampl.
Contracting agencies may alert to apply these requrcmenle to
other projects.
The following provisions are from me U S Department of
Labor ragula gains in 29 CFR 5 5'Contract provisions and
related mailers' with minor revisions to conform to the FI
12n format and FI IWA program requirements.
1, Minimum wages
a. All laborers and mechanics employed or working upon
Me site of Me work. WJI be paid unconditionally and ml lass
often Man once a week. and wllheut subsequent deduct, .ed or
rebels on any account (ekrepl such payroll daducli as are
oemlitted by regulations Issued by the Secretary of Labor
under Me Copeland Act (29 CFR pad 3)), the full am num of
wagea and beta fide fringe be real (or cash equivalents
thereof) due at area of payment computed at rates net less
Man thasa contaaned In the wage rdelerminafion of Me
secretary of Labor which is attached hereto and made a part
hamnf regardless of any i=. 1 Ual ral atonship which May
be alleged o avast between the contactor and such laborers
andmachanrrs.
Cana butidns made or costs reasonably anticipated far Iona
fide fringe brund Is under section pblj2) of the Davis -Racen
AN on behalf m laborers or merhanks are considered wages
paid to such laborers ormecliamcs suhjentotheprovlsinns
of paragraph i d. of this section•, ciao. regular contributions
made or costs incurred for more than a weekly period (but not
less often than quarterly) under plans, funds, or programs
which cover me particular weekly period, are deemed to be
constructively made or incurred during such weekly penod.
Such laborers and machaMCS shall be paid Me appropriate
wage rate and fringe benefits on the wage detam+inaton for
the classification of work actually Performed. without regard to
skill. akcept as provided in 29 CFR 58.(ax4 ). Laborers be
mechancs performing Welk In more man one daeeffi Latch
may be compensated at the rate spectral for each
classification for the ter a actually worked Morales Provided.
That Me employers payroll records accurately set forth the
lime spent in each ol2ssiacalmn in which work is renamed
The verge determination (Including any sectorial clasalleadon
and wage rates cmrfomned under paragraph 1.b of rots
sector) and the Davis-Bacon poster (WH-1321) shall be
posted of all times by the contractor and its subncimmoton al
the site of the work In a prominent and accessible place where
it can be sadly seen by Me workers.
b (1) The contracOrg officer shall require mat any class of
laborers or mechanics. including helpers, which is not listed in
the wage determination and which Is to be employed under the
contract shall be clasd fad in centenarian with the wage
detemnnation. The contracting officer shall approve an
additional classltcallon and wage rate and range benefits.
Macaroni only when Me following aftena have been met.
(I) T he voa to be pedgmnetl by fie classificatan
requested is not performed by a daseliicaton in the wage
determination: and
(d) The dassRCatlon is mifilml in the area by Me
construction industry t and
(iii) The proposed rage rate, including any bona fide
fringe henefds, been a reasonable relationship to the
wage "as contained in the wage determination.
(2) If the contractor and the Islamism and mechanics to be
employed in the classification (if known). or Meir
man sentalives, and the contacting officer agree on the
classfication and wage rate (including the amount
designated for fringe beneals vii ese appropriate), a report of
the action taken shall be sent by the contracting officer to the
Administrator of the Wage a rid Hour Division, Employmem
Standards Administration, US. Oepadment of Labor.
Washington, DC 20210 The Administrator. or an authorized
representative. will approve, modify, or disapprove every
chairing classification action within 30 flays at receipt anti
an advise the contracting officer or will ratify ll, contracting
omnernwhin Me 304my pennd Mat additional time is
necessary.
(3) In the event the contractor he laborers or mechanics
to be employed in the classification or theirrepresentallve,
and the contracting offiow do not agree on the proposed
classification and wage ate (including the amount
designated for fringe benefit., where appropriate) Me
contracting officer shall refer he questors, including the
views of all interested parties and the recommendation of me
contracting officer. N the Wage and Hour Administrator for
detemrinabon. The Wage and Hour Administrator. an
authorized representative, will issue a determination within
30 days of recall and so advise Me contracting all
Page 4 of 12
will nobly the contracting officerwilhm the 30 day penod that
additional barrels necessary.
(4) The wage rata (including fringe benefits where
appropriate) determiner) pursuant to peragraphs 1 b.(2) or
1.b.(3) of oafs sact=, shall be paid to all workers performing
work in the classification under Un. contract nom me too
day an which work is perfamad in the clatslfirakam
c Whomever In. minteran wage rate prescribed In the
contractfor a class of laborers ormechamcs includes a fringe
benefit velran is not expressed as an hourly rata. the contractor
shall either pay me benefit as stated in the wage detemnnation
car shall pay another bona fide fringe benefit w an hourly cash
equivalent thereof
it If the central does not make payments to a bastes or
other third person, the contredormay consider as part of the
wages of any taborer or mechanic the amouu of any costs
reasonably anticipated m providing bona fide fringe benefits
under a plan or program, Provides. That the Secretary of
Lebec has found. upon the Winter request of the contractor,
that the applleablestandrims of me bawls Bacon M. have
been Mist, The Sacrelary of Labor may require the contractor
to set aside In a separate account assets for me meeting of
obligations under the plan or program.
2. Wthholding
The contracting agency shall upon its own action or upon
written request of an authorized representative of the
Department of Labor, wh land or cause to be withheld from
the central under this contract. or any other Fail
contract with me soma prime contmclw.
or any other federally
assisted aonlraNSUbloo 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 liberals and mechanics .
including apprentices, trainees and helpers , amployed by the
contractor or any Subcontractor the All amount of wages
required by the contrast In the event of failhamtU pay any
laborer or mechanic. nmlutlmg any apprentics, trainee. or
helper, employed or working on the site of the work, all or part
of the wages requ red by the contract, the contracting agency
may, after written Mothers to Me contrail take such ardirn as
may be necessary to cease the suspension of any fuller
payment advance. or guarantee of funds suit such violations
have ceased
3. Payrolls and basic records
a Payrolls and basic records elating merit. shall be
maintained by the contractor during the course of the work and
preserved for a facetl of throe years me reater for all laborers
and mechanics working a1 tie site of ono work Such record;
Shelf certain the name, address, and assail security number of
each SUCK worker. his or her f0rest classification hounyratl3s
ofwages paid (including rates of cont oulliens or coats
anticipated for bona fide fringe benogts or cash equivalents
thereof of the types descnbed In section 1(b)(2)(e) of the
DnOt -Bacon A011, dally and weakly' number of hour; worked .
deductions marls and actual wages paid. Whar•ever the
So crelary of Labor has found untler 29 CFR 55(a)(1)Ily) that
me wages of any laborer a mechanic Include the amount of
any vests maconanly anticipated in pmvlding bear is under
Plan or program desplbed In Sees ion I (b)(2)(6) of me Davis
-
Bacon Acl, me contractor shall maintain records which show
that the cranmitmenl to provide such benefits is enforceable .
that the plan or program Is financially responsible. and that the
plan or program has It eon fommuni Mind in Writing to the
laborers or machanlca affected, and records which show the
costs anticipated or me actual cast incurred In providing s uch
benefits. Contractors employing apprentices or trainees under
approved programs shall maintain written evidence ofths
registration of apprenticeship programs and cartifcabon of
trainee programs, me registration of the apprenticas and
trainees, and me ratios and Wage rates prescrbed In the
applicable programs.
b.(I ) The contractor shall Submit weakly for each week in
Which any contrast work is performed a copy of all payrolls to
Une cMlacting agency TI19 payrM a 6utl/nllte(I ells fief nN
accurately and completely all of the Information required to be
maintained under 29 CFR 5.5(a)(3)(I), except that full social
security numbers and home addresses shell not be included
on weeklytransmitals Instead the payrolls shall May need to
include an individually identifying number for each employee
G ,the laid four dighe of the employee's social security
number) The required weekly payroll Information may be
submitted In any from desired Opannal Fran WI 1 -3471s
available forms, purpose from the Wage and I four Division
Web site at hop ^7voyo dotgsv:sesnvhddomis(w4347instr htnl
or its successor site. The prime contractor Is responsible for
the submission of copies of payrolls by all subcontractors
Contractors and subcontractors shall maintain the full serial
socudly number and arrant address of each covered worker .
and shall provide them upon request to the contracting agency
for tmnsecol to the State DOT. the FI IWA a' the Wag and
I lour Division of the Depanrh em of Lebo, far purposes of an
Investigation or audit of compliance vn(h prevail wage
requirements Itis not a violatm of Nis sector fora prime
contractor to require a subcontractor be provide addressss and
social security numbers to the prime eohtractor for its owri
records, without weekly submission to the coined ing agency
(2) Each payroll submitted led shall be acco spar by a
"Statement of Compliance: sig0ed by the contractor or
suhcontraetora IVs or her agent who pays or supervises me
payment of the persons employed under the carload and shall
carry the following:
(i) That the payroll fa me payroll period sca t.mis the
information required to be provided under §5 5 (aH3)@i)ef
Regulations. 29 CFR pan 5. the appropriate information Is
being maintained under §5 5 la)l of Regulations. 29
Cl patt 5- and that such Information Is correct and
complete
bit That each laborer or mechanic including each
helper. apprentice. and trainee) employed on the contract
doling tie pay i period has bean pair) the lull weekly
wages earned. without rebate, either directly or indirectly
and that no deductions have been made ei lher directly or
indireeay from the tell wages earned, Mher than
perm!sslhle rleiurtirxhs as set fndh in Regulalicns, 29 CFR
Pao 3;
(iii) That each laborer or mechanic has been paid not
less than the applicable Wag orates and frogs benefits or
cash equivalents for ma of ... threaten of wal performed,
as speed in the applicable wage determination
Insistence tad in(. me rooted
Page 5 of 12
(3) The weekly submission of a property executed
carfihaeavn set forth on the remorse side of Optional Fear
W 11-347 shall satisfy me requirement for aubmissmn of the
'Statement of Compliance' required by paragraph 3.b (2) of
this seated.
(4) The falsification of any of the above rentficaAOns may
subject Me cordri or subcontractor to civil or mmmat
prosecution under seo4on 1001 of title 18 and se drin 231 of
the 31 of me United States Code.
c. The contractor or subcontractor shall make the meads
required under paragraph 3,a. of are sentan availabla for
inspection, bodying extmnsrnpton be solidified
representatives of the centrarhng agency. the State OCT. the
Fi arthe Department of Labor, and shall permit such
representatives to m omew amplayees among waking hours
onthe)oh If the contractor or subcontractor fails to submit the
required records orto make diem available, Me FHVJA may,
after written name to the contractor. Me contracting agency or
line State DOT. take such action as may be necessary to
cause" suspension of any fuller payment, advance. or
guarantee of funds Furmermae, failure M submit Ma required
records upon request car to make such reaches available may
be grounds for debarment action pursuant to 20 CPR 5 12,
4. Apprentices and trainees
a Apprentices (programs of the USDOL).
Apprentices wit he permitted to weds at less than Me
Predetermined rate for the wark may performed when May are
employed pursuant to and Individually registered in a bona fide
apprenticeship program registered with the U S Department of
Labor, Employment and Trading Admmistraron, Office of
Apprenticeship Training, Employer and Labor Services, or with
a State Apprenticeship Agency recognized by the Office, or if a
person is employed in his aher first 90 days of probationary
employrnant as an apprentice in such or apprenticeship
program. va is not Individually registered in the program. but
who has been dielified by theD76ce of Apprenficeshp
Training. Employer and Labor Services or a State
Apprenticeship Agency (where appropnalaf to be eligible far
probationary employment as an apprentice.
The allowatAe ratio of apprentices lo]oumeymen an the job
ail. in any craft eiassRCapon shall not be greater than the read
permitted to the contractor as M the antra work force under
the registered program. Any weaker listed on a payroll at an
apprentice wage rate, she is not registered or olhsher e
emploved as slated abova, shall be paid net less than Me
applicable wage rate on Me wage determination for Me
dinflcatiarofwarkaduallypedonned Inaddaoc any
apprentice performing work on the job site in excess of the
ratio pamm had under the negotiated program shall be paid not
less then the applicable wags rate an the wage delennhatlon
for the work actually performed Where a aunlacror is
partial constructed an a pulled in a locality other Man
Mat in vfiich its program is registered. the ratios and wage
cries (expressed in perderil or the jai meymari s handy
real classified In the contractors or subcontractor's registered
program shall be observed
Every apprentice must be paid at not lass than the rate
specified in the registered program 4v the apprenaee's level of
progress, 6Xpretead as a percentage ofills lourneyman hWny
rate specified in has applicable wage determination
Approbion shall be paid fringe reptilian accordance with
the provisions of the apprenticeship program If the
apprenticeship pro gram does not specify fangs benefits.
appl9ntoes must be paid the full amount of range benefits
listed an the wage datemrinatlon forthe applicable
classification. lithe Administrator determines that a different
practice prevails for Me apollcable appropriate classification,
fringes shall be paid in accordance still that determination.
In the event the Office of Apprenficei Training, Employer
and Labor Services. at a Slafe Apprenficaship Agency
recognized by the Office, wiilktra ve approval of an
apprenticeship program Me contactor will no longer be
permitted to ulnae apprentices al less man the applicable
predalermined rate for the work performed until an acceptable
program is approved.
b. Tamesa (programs of the USDOLJ
Except as provided in 29 CPR 6.16. Iranian will not be
parmbed to vim at less Menthe predetermined rare fa the
work f e ibrina unless may are employed pursuant to awl
Indiwqually registered In a program vfiich has received polar
approval, evidenced by formal cerlihcation by the U 5
Department of Labor , Employment and Training
Adnllnislamn
The ratio of trainees to jameynnen on Me lab site shall not be
greater than perml hod under the plan approved by the
Em ploymenI and Training Adnh nathattim,
Every trainee must be paid at not lass than the rate specified
in Me approved program for Me trainee's level of progre ss.
expressed as a percentage of the journeyman hourly rate
specified in the applicable wags determined. Trainers shall
he paid fringe benefits in accordance with the provisions of the
trainee program. If the trelne9 program does not mention
fringe benefits, trainees shall be paid Me full amount of fringe
benefits listed on the wage determination unless the
Administrator of Mr Wags and Hour Division dickmainrs that
Mere is an apprenticeship program associated will the
cor esponding journeymen wage rate an Me wage
detemnmabon which provides fair lass than full hinge benefits .
for apprentices. Any employee listed on the payroll at a trainee
rate vbo Is not registered and part cipaling in a training plan
approved by the Employment and Tralning Adntnlstraton shall
be paid not lose Man the applicable wage ate an Me wage
determination for the cJ Ossification of week adually performed.
In addition, any trainee performing wpttf an the job she in
excess of the ratio permitted under Me registered program
shall b paid not less than the appllcable wage rate on the
wag. determination for Me Work actually pit hundred
In Me event Me Employment and Training Admi rastragon
W Mda ve apps val of a training program, Me railroader Kill no
longer be permitted to uliliae hamees al an than the
appllcable predetermined ale for Me work performed until an
acceptable program 13 approved
o. Equal employment opportunity The ualizatton of
apprentices, trainees and loumaynlan under ills pad shall be
In conformity vath the equal employment opportunity
requ ramema of Lienti ve Order 11246. as amended, and 29
CPR pan 30
Page 6 of 12
of Apprentices and Trainees 4progre ms of are L,S. DOT)
Apprentices and ea nma working under apprenticeship and
all training programs which have been "named by the
Seoretmry of Tmnspomdorh as pmmoling EEO in connection
Wlal Federal-aid highway construction programs are not
adtant to the racluraments m paragraph 4 of this Season IV
The stralyhl two heady wage rates far apprentices and
train... under such programs wli be established by to
particular programs The ratio of apprentices and llail to
journeyman shall not be greater than recorded by me terms of
the particular program.
S. Compliance with Copeland Act requirements. The
contractor shall comply with are requldrnents of 29 CFR part
3, which are incorporated by reference in this central
a. Subcontracts. The contractor or subcontractor shall insert
Form FNWA -1273 in any subcontracts and also require tha
subcontractors to Include Faro FNWA- 12731n any lower liar
subcontracts The prima cantractor shall be responsible for the
compliance by any subcontractor or lower for Subcontractor
Will all the contract douses in 29 CFR 5.5
7. Contra ct term Inatil deb ardent. Abmachath.
contract clauses in 29 CFR 5 5 may be grounds k. larrinatial
of ate contract, and [or debarment as a contractor am] a
subcnntrartor as protided In 29 CFR 5.12
a. Compllancewlth Davis-Bacon and Related Act
requirements. All rulings and inleggelatons of the Davis -
Baron and Related Ads contained in 29 CFR parts 1 -3. and 5
are herein incorporated by reference in this contract.
9. Disputes concerning labor standards. Disputes arising
set of ate labor standards Provisions of this contract Shall not
he subject to the general disputes clause of this contract . Such
disputes shall be resolved in accordance vdah the procedures
of to Dependent ni Leber set forth in 29 CFR parts 5. fi, and
7. Deputes within the meaning or this clause include disputes
hsiwaen the contractor (or any of Its subdnntr2dars) and aria
contracting agency, the U.5- Department of Labor, or the
employees or their mpresenterves
10, Codification of pil lhlllly
a. By enterng into this deal the contractor Lenfle3 that
neither it (nor he or she) nor any person, or firm who has an
Interest in the contractor's fiml is a person or hot Inebglbje to
on awarded Government contracts by endue of section 3(a) of
the Davis -bacon Ad or 29 CFR 5.121a1(I ),
It. No part or this contrast shall be submntraded to any person
or fire, ineligible far award of a Govemmen[ contract by value
of section 3(a) of she Davis -Bacon Art or 29 CFR .912(ayt )_
Q, The penalty for making false statements is prescribed In the
U S Criminal Coda, 18 U S.0 1001
V. CONTRACT WORK HOURS AND SAFETY
STANDARDS ACT
Tha follmdng clauses apply to any Federal -aid cons Wctiod
contract in an amount in escass of 610O .Gm) and suhjecl to the
ov.Nime provisions of the Contract W my I I.. and Safety
Standards Act These dauses shall be inserter) in carbon to
the clauses required by 29 CFR 55(a) w 29 CFR 40. As
used In this poragreph, to terns laborers and mechanics
include watchmen and guards
1.0vertlmarequiremenm. Nn cahtractnr pcsahrnnhadrrr
contracting for any pad of the contract work Mich may require
nr involve the employment of labaem nr mechanics shall
require or demon any such laborer or mechanic in any
workvomk in v hich he or she is em played an such %vmk In
work in ezcass of forty hours in such workweek unless such
laborer or mechanic receives compensation at a rare not less
than one and one -halt times the basic rate of pay far all hors
vwl In excess of forty hours in such womwa sk
2. Violation; liability for unpaid Wages; liquidated
damages In the avant of any violation b she douse set forth
In paragraph (t.) of this semen. the contractor and any
subrvntractm responsible, tharefo shell be tehls for the
unpaid wages. In addition, such contractor and subcontractor
shall be liable to the United States (In the case or were done
under contract for the District of Colombo Or a lanitery, W such
Di&Rd or to such lerritery) , for Rauidata d dam ages Such
liquidated damages shall be computed wdh respect to each
individual laborer or me rhawc, mduding watdvnen and
guards employed in vibration of the clause set forth In
paragraph h I of this section. In the sum m $10 fw each
calendar clay an which such individual was required or
pemhitind la Work in amass of the of m.ml Warlek of forty
hours without payment of the overtire a wag es requl red by Ire
clause set forth In paragraph (I ) of (his sector
3. Withholding for unpaid wages and liquidated damages.
The FNWA or the detecting agency shall upon Its awn acted
w upon wrihen requesl of an aulhoozed representative of the
Department of Labor wannold or cause to be withheld. from
any moneys payable on account of won; performed by the
contractor or subcontractor under any such contract or any
other Federal conV act wain the same come contractor. or any
other /ddarally- asaiatad contract subject to the Contract Work
Hours and Safety Standards Art vMlch is held by the same
prime contractor. such sums as may be determeed W be
necessary to satisfy any lialntn.s of such contractor or
su bec htracler for unpaid wages and liquidated damages as
providers in tha clause set ten In paregranh (2 1 of this
section.
4.Subaontracie. Thaeml claa'subcoMmctushallhlsart
In any subcontracts the clauses set forth to paragraph (1 )
an rough (4 ) of this sertion and also a clause requiring she
subenrifi clars is Include these clauses in any lower tier
subcontracts. Theprime contractor shall be resconsible for
compliance by any subcontractor ar lower her subconlrador
with to clauses sat forth in paragraphs (1 ) lhmuge (4. ) of this
secbmr
Page 7 of 12
VI. SUBLETTING OR ASSIGNING THE CONTRACT
This formation d opd¢ablo to all Federal aid nmetrmcbon
contracts or, the Normal I'llghway System,
1. The contractor shall perform will Its own organization
contract work amounting to not lees than 30 percent (or a
greater parcenlage If specified elsewhere In the centre l
the total onith ai contract price. excluding any spedaly Items
designated by Ilse contrareng agency. Specialty Items may vie
portocol by subcontract and the amount of any such
spedslty hems performed mey be deducted from the total
original cmlfeCt price before bornpufing the armor of work
required to be performed by Ore contraclor s awn organization
f23 CFR '0.15.116)
a The term - pertoml work v4th its own wyaazatirxi refers
to workers employed or leased by the home Cmildii and
equipment awned or rented by the prime contractor, whin or
wiMoul operators. Such teen does nol ontlude employees m
equipment of a SubtYrmractnr or lower her subcontractor
agents of rite prime Commi many other assignees. The
term may include payments for the costs of hiring leased
employees film an anplayee leaving flan meebrg all relevant
Federal and Stale regulatory requirements Leased
employees may holy be inducted in this term if the prime
contractor meals At of Me follCwing cone ismfi
It ) the phme contractor maintains contra over the
supervision of the day -to-day Actor lies of the leased
employees:
(2) the Firms contractor mmains reap on. Into 1w the quality
of Me work of the leased employees:
(31 the phme contractor retains all power to acceptor
.%dude individual employees front work on the polled; anti
(4) the prime contractor remains ultimately responsible for
the payment of predetermined minimum wages, the
submission of payrolls, statements of compliance and all
other Federal mgulaory, requirement,.
b "Specially Items" shall be construed to be limited to work
Met requires highly specialized knowledge. abtlrtlss, m
equipment not ordinanity available in the type or contracting
organization; qualnled and expected to bid or propose on the
r:ontrad es a whole and In general are to be limned to minor
components of the overall Comfort
2. The contract s mi upon VINCh the requirements get forth
in paragraph If of Sermon VI is computed Inductee Me met be
material add manufactured products hallo era to be
purchased or produced by One cmhtracim under the cahmct
prooslons.
3 The contractor shall furnish (a) a cmlpetem superintendent
our supervisor oho is employed by Me firm, has full authority to
direct peomm rice of the Work in accordance who the crntrad
requirements, awl is in Marge of all construction operations
(Mgardlass of vicar, performs the work) a1dp) - bafri 6tw r or
even wganimbotiN resources (supervision, management, and
englae-ering services) as ale contracting mfr car determines is
necessary to assure Ina pernrrri of 010 correct
4 No portion of the contract shall be sublet, assigned or
amrri disposed of except oath Me Woman became of Me
contracting m5cer, or authorized representative and such
consent when given Mall not he continued to relieve me
contractor of any responsibility Ion the fulfillment of the
contract Written consent will tie given only alter the
contracting agency has assured that each subcontract is
evidenced in wdbng and that It contains of padlnenl pmmstons
and requirements oththe prime contract
IS The 30 %seR performance mqulremam of paragraph (1) iG
not applicable to design -build contracts: nevrever, contracting
agencies stay establish Chair own aHf- parfommance
requirements,
VII. SAFETY: ACCIDENT PREVENTION
T A l 6 p r o V I s I o n I S applicable that Federal -aid
Construction contracts and to all related subcolnlracts.
1, In the perlomlance of lots Contract Me Contractor shall
comply with all applicable Federal. State, and local laws
goverwng safety. health, and sanitation (23 CFR 535). The
comrador shall provide all safeguards safety dotaces nwt
protective equipment old take any ether needed actions as it
deterrRd2s, or as the censoring placer may determine. In be
reasonably necessary to perfect the life and health of
employees an the job and the safety of bar public and to
protect property In connection with the performance of the
wok covered by Me contract.
2 It is a condition o1 this corm i, and shall be made a
condition of each sula:nntract. which the contractor enters into
Moment to the cectrad, that the contractor and any
subcontractor shall not pontiff any employee, M performance
of Me contract. to work In surroundings or under conditions
which are unsanitary hazardous m dangerous to Matter
health or safety. ea determined under construction safety and
health standards (29 CFR 1926) promulgated by the Secrelmy
of Labor, In accordance with Section 107 of the Contract Work
I Imes and Safety Standards M (40 U S C 3704),
3. Pursuant to 29 CFR 1926.3, d is a condition of this contract
that the Secretary, of Labor or aontrea ed representative
thereof. shall have right m entry to any i m contract
performance to inspect or investigate the manor of compliance
with the construction safety and health standards and to Carry
out the dories of the Saeretary under Section 107 of Me
Contract W ft Hours and Salary Standards Act (40
U S C 3704)
VIII. FALSE STATEMENTS CONCERNING HIGHWAY
PROJECTS
T If I s p r to v i s I to n i s applicable to All Fio and -am
Construction Cpntrapls and to all related subcontracts.
In bell assure high quality and durable constructed in
mnfomhay went approved plans and specifications anti a high
degree of reliability on staledi and remmentabons marls
by". fiireem, comm ors, suppliers. and workers can Fer l-
aid WgInvi pricicts . lie essential Mal all parson& concerned
ant the pre{em perfrmn their functions as carefully, thoroughly
andhocifili M pdeaIDlO. WiIIfOTfaladiGaliMr tisrml or
marepreaema on it respect to any feel$ related to Me
proleclis a Nmabrrnof Federal law Toprevenlany
mlaunderslanding regarding Me seriousness ofthese and
similar acts. Form Fl I W A -1022 shall be posted m each
FederaLaid highway project (2 CFR 535) in one or mere
places where it is readily available In all friends concerned
with the project '
15 U S C 1026reads as rolkii
Page 8 of 12
'Whoever, being an officer, agent, art amp eye of the United
States. or of any State or Tani a whoever, whether a
person association, firm. or corearation, knowingly makes any
false statement, !area representation. or false report as to the
character quality, quantity, or cost of the material used or to
be used. Wrho quaM[y or Cus,11 pt" the Va kperformed or to
be performed, or the cost thereof in connection with the
submission of plans maps. speaffCatorl contracts, or Costs
of construnan on any highway or ral else project submitted for
approval to the Secretary of Transportation: or
Whoever knowingly makes any false statement. fake
represental false report or false claim wnh rasped to the
character quality or cost of any work perform act an In
be pedommed. or or alenals furmahted or to be famish at, in
connection with the consbucton of any highway or related
project approved by ere Secretary of Transportation: or
Whoever orsamngly makes any false statement d false
representation as le matenal lad In any slatem eel, certificate.
a report submitted pursuant to provisions of the Federal-aid.
Roads Act apprved July 1, 1916. (39 Slat 3551 as amended
and supplemented:
Shall he fined under [his this an mprismad not more than 5
years or bulb "
IX. IMPLEMENTATION OF CLEAN AIR ACT AND FEDERAL
WATER POLLUTION CONTROL ACT
This provision is applicable to all Federal -rind construction
moist. and to all related supcifl. ts_
By submission of this bidipropa ral or the exacution of this
Carl or subcontract, as appropriate, the bidder, proposer,
Federal -aid construction contractor, or subcontraclor, as
appropriate. will be deemed to have stipulated as follows:
1 Thatanyp ersonvdnoiscrwrllbeutilaedinthe
performance of this conlrad is not Prohibited from receiving an
award due to violation of Setter 600 of me Clean W &tar Act
or Eadron 306 of the Clean Air Act.
2 That thin contractor agrees to include or cause to be
inclu dad the requirements of paragraph (1) of this Section X In
searysubcodrad and romper agrees In lake such action as
the contracting agency may direct as a means of enforcing
such requirements
X. CERTIFICATION REGARDING DEBARMENT,
SUSPENSION, INELIGIBILITY AND VOLUNTARY
EXCLUSION
This provision is applicable In all Federal -aid construction
renVeds design -bmki contacts. Subcontracts, lower ter
subcontracts, purchase orders lease agreements. consultant
contracts or any other covered I ensectlan requiring Fl IAVA
approval ar than is estimated to cost 525,000 or more - as
defined In 2 CFR Parts 160 and 1200
I. In strurflo ns for Certifl ration- Flrsl Tier Partial as nts_
a. By signing and suonittng this proposal the prospective
first tier participant is preening the Cenci set but below
b. The Inability of a person to armada the cetif cation set eul
below wll not necessarily result in denial of parficipaton in INS
Covered transaction The prospective into bar participant shall
submit en axplanalkn of why it canner provide the cal5firation
set but below The cadificahon or explanation will be
considered in connector with the department or agency&
determination whether to enter into this transaction However.
failure allies prospective first ter partapant to furnish e
certficaten area exianaton shall disqualify such s person
from perforator, In this transaction
c. Tha 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 pre prospective participant knowingly rendered
an admemoue rerMraWn, in adri ficin to other comedies
available to the Federal Government. the co tracling agency
may terminate Cots transaction fair cause of default.
it The prospective first tar participant shall provide
immediate waiten Rates to the contracting agency to whom
this propnsal is subminea dany [lame the prospect" first tier
participant learns that its certificated was erroneous when
submitted or has become erroneous by reason of than gad
circumstances
e The terms "covered Uansar firm ' "deharreti"
"suspended " "ineligible, - 'Imeacipanl." "person;' "pdnopal."
and "vaiunladly excluded." as used in this clause, are defined
In2CFRParbilisand12g0 'First Tier Covered
Transactions' refers to any covered Dermal between a
.grantee or subgrahtae of Federal funds and a participant (such
as the prime or general contmc) 'Lower Tier Covered
iransartinns "refers to env covered transaction uisdar a First
Tier Covered Transaction (such as subcontracts). 'Rest Tier
PartoopanF cash, to the participant who has entered Cob&
covered transaction with a grantee sa subgranka of Federal
funds (such as the prime or general contra ctor) 'Lower Ter
Participant" refers any participant who has entered Into a
covered "real with a First Tier Participate or other Lower
Tier Participants (such as subcontractors . and suppllers)
I. The prospective first ter pertapant agrees by submitting
this proposal that, should the proposed covered transaction be
entered ini it shall not Imowingly enter into any lower tier
covered transaction with a per who is debarred .
suspended, declared Ini llgibl a, M voluntarily excluded from
l arMattionn In thL mvararl Iransaclien m1ars authored by
the department or agency entering into this transaction.
g. The prospective first tier parridpam funkier agrees by
submitting this proposal that it tell Include tine clause tilled
"Certification Regarding Debamtent. Suspension, Ineligibility
and Volun[ary Ewausimm -Lmw:r Tier Covered Transactions."
provided by the department or contacting agency. entering
into this covered transaction vritmut modification . in all Inwer
tier covered transactions and in all to idlatinns for lower For
covered transactions exceeding the $25.000 threshold.
h A parbi in a covered transaction may rely upon a
cellfication of a pm perliva padlnpanl In a lower ter covered
'transadion that is not debarred, suspended ineligible, or
Y Iammnly excluded barn tie covered eanrodon. unless 11
knews that the ce69Gaton is emonanus A tembea ant la
responsible for ani that its principals are not suspected,
debarred, or otherwise ineligible to partial in covered
transactions. To veiny the eiignility adds principals, as well as
the eligibility of any lower tier prospective parkcip ants. each
parbciparit may but IS not required lo. Chi Die Excluded
Parties List System website (hulas:;l v w nobs eoN ), Mich Is
compiled by the General Services Adorimetation
Page 9 of 12
r Nothing contained In the mirroring shall be construed to
require the rotational of system of records in order to
render In good faith the care fi cation required by this cause
The knowledge and Information of the prospective participant
is not required to Bass ed that which is normally posse ssad by
a prudent pare on In the Ordinary coulee of nuances dealings.
) Except for transactions Authorized under paragraph (1) of
these rnstructons. a a pamclpant In a covered transaction
knowingly enters into a lower her covered transaction oath a
person wha is suspended. debarred. Ineligible, a volurdadly
excluded from panldPation In this transaction, In poll to
other remedies available to the Federal Government the
department ar agency may teral la this hanserction for cause
or default.
2, Certlfcaffpn Regarding Debarment, Suspension,
Ineligibility and Voluntary Exclusion — First Tier
Participants:
a The prospective flat tier participant cadges to the bast of
its IMoWAudge and haliet. that of and its plincipaliv
(1) Are not presently debarred, suspended proposed far
debarment. declared ineligible. orvnluntarily excluded tram
participating in covered transactions by any Federal
department be agency,
(2) 1 lave not within a three -year failed preceding this
proposal been comecied of or half a awl judgment rendered
against them ka commission of fraud rx a criminal offense In
connector with obtaining, attempting to obtain, or paremning
• public. (Federal. Slate or local) thermal or contract under
• public aansathai vi hall on of Federal or State antitrust
statutes or commission of embezz)emem. theft, forgery ,
bribery , falsification or destmcl on of recordl making false
statements, or receiving stolen property.
(3) Pea not presently indicted for or olifil centrally or
civilly charged by a governmental entity Federal, State or
local) with commission of any of the Arkansas enumerated In
paragraph (a)(2) of this corlificmlon'. and
(4) Nave not within a three -year period preceding bible
sppticatoNproposal had one An more. public transactions
(Federal, Stater a heal) terminated for cause or default
A Wneretheprnspedivepa iiripantisunahlemn emfyto
any of the statements In this carlificatlon, au ch prospective
participant shall need, an bxplancram A this pmnosal
2. Instructions for Carti leafton - Lower Tier PartIchanta
(Applicable to all subcontracts, purchase orders and tidier
lower tier transactieas odu any prior FI I WA approval ar
estimated to cost 525.000 or more - 2 CF Pads 180 and
1200)
a By signing and submlmng this proposal pre pnrspeei ve
lower tier is pmw ding the cerebral set out below
Is The cedlimfion In this clause is a material mpreserni
of fact upon whim reliance was placed when this transaction
was entered into Hit is later determined that the prospective
laver for participant knoWngly rendered an erroneous
cerbficahon. In add'rcm to other Maladies available to the
Federal Government. Me daprtinent . or ageney vith Which
this transaction originated may pursue available remedies,
Including suspension anNn debarment.
c The prospective lower ear panidleant shall provide
Immediate w itlen 1100 ce to the pen on to which this proposal 16
submitted If at any lime file prospective lovrer tier panld pant
learns that Its certification was erroneous by reason of
changed circumstances
d The terms "covered "deadpan," "debarred."
" suspended." "nlallgibl9. "'participant. "'parser: "principal,"
and "voluntarily sxduded."as used in this clause. are defined
In 2 CPR Parks 180 and 1200 You may contact the person to
which this proposal in eubmtbel far assistance In obtaining a
copy ofthose regulatlals, 'First Tier Covered Transactions'
refers to any covered transartial betvreen a grantee or
subgrallt6e of Federal funds and a parVdpant (such as the
prime are general contrast) 'Lower Tier Covered Trarearamet
refersto any covered translation under a First Tier Covered
Transadrat (such as subcairads), 'Post Tier Parba pant
refers to the parttmisanl who has entered into a covered
transaction wilh a grantee or subgranlee of Fetleral funds
(such as the prime or general cunbactor). 'Lower Tier
Participant refers any participant who has entered into a
covered Bernardino with a First Tier Participant A, other Lower
Tier Parficiparde (such as subcontractors and suppliers)
e. The prospective lower her pal ant agrees by
submitting this proposal that, should the produced revered
transaction be entered inlc, it shall not knowingly enter into
any lower bercovered transaction with a person who is
debated, suspended, declared Ineligible, orvoluntanly
excluded from parfidpase. in this covered transaction unless
authonzed by the departs l or agency with which this
transaction ndginaled.
f The prospective lower tier participant further agrees by
submitting this patens at that It will include this clause tfled
"Certification Regarding Debarment, Suspension, Ineligibility
and Voluntary Exclusion-Lower Tier Covered Transaction."
without modification, in all lovrer ter covered trsnsaciews and
in all solicitations for lower liar covered transactions exceeding
Me 525,000 threshold,
g. A partapant In a coverad transaction may rely upon a
certficatiun are prospectva participant In a lower bar covered
sansacvon that is no debarred, suspended ineligible. or
voluntarily excluded from the covered hal . unless it
known that the terOgLaten Is erroneous, A participant is
msponslhle for ensuring that cis principals are not suspeMed
debarred, Or otherwise ineligible to parpal in covered
transactions To vaulty the eligibility ofils principals, as wall as
the ellyl All of any lower ter proepectve parts pants, each
partakeent may. but is not required to, check the Excluded
Parhes Llsl Syslem websile j hdgs'ilwvnv ably gbvl vhich Is
compiled by the General Senecas Administration
h Nothing contained in Ste foreyning shall be construed to
require establishment of asystem At records In order to render
in good faith the cedigcaear required by this cause The
knowledge and mlnnnafinn al pai it nabob is not required to
exceed drat which is normally possessed by a prudent person
in file MN nary course of business deal ri
i. Except fo.transatlions authenaed under paragraph a of
th see instructions, if a participant In a covered transaction
kr oyei noy enters into a lower ear covered transaction, with a
demur who is suspended. debarred, ineligible, or voluntarily
exdu red from is riinpatian in this transaction, in addition to
of her hematites Avail a to the Federal Government the
to
Page 10 of 12
de partmem a agency wlh which this transaction originated
may pursue available remedies, including suspension andra
debarment
Certification Regarding Debarment, Suspenalon,
InellglbllNy and Voluntary Exclusion —Lower Tier
participants:
1. The prospective lower ter participant aerates, by
submission of this proposal, that nttl er It nor its prinapais it
presently debarred, suspended, proposed for debarment.
declared ineligible, or voluntarry, excluded M1nm psricipa ding in
covered transactions by any Federal departnant or agency.
2. Where the prospective lower bar panclpart is unable to
relay 0 any of the statemm is et this certification, such
prospective partepant shall attach an e$Wanation to this
proposal._
EI- CERTIFICATION REGARDING USE OF CONTRACT
FUNDS FOR LOBBYING
This prwlelm c applicable la all Federal -aid construction
contrails and mall related sulxnnVacis which exceed
$100.000149 CFR 20).
1 The prospective partdpant redfiss by signing and
automating this bid or proposal, to Rte beat of Ins a her
knowledge and belief What
a. No Federal appropriated funds have been paid or will be
paid. by or on behalf of the undarigned. to any person for
Influencing a attempting to influence an officer or employee of
any Federal agency. a Member of Congress, an officer or
employee of Congress, art an ur Iovae of a Member of
Congress in connection with the awarding of any Federal
contract the making of any Federal grant, the malcng of any
Federal loan. the onienng into of any cooperative agraennuL
and the BMenalbn, omlimetm, renewal, amendment. or
modification of any Federal contract, grant loan. or
cooperative agreement.
b. If anyfurl other than Feature! appropriated funs have
been paid ar will be paid to any person for influencing or
attempting to infiVenoe an officer or employee of any Federal
agency, a Member of Congress, an nlacar or employee of
Congress, or an employee of a Member of Congress in
connection wil this Federal correct grant, loan. or
cooperetve agre reenf th a undersigned shall cmlpl ate and
submit Standard Form-LL DwJm ure Force to Report
Lobnymg" in accordance wit) Its Instructors
2 Ties cerifratinn isa ratchet represehaatim mfaH upon
which reliance was placed when use b ansecton was made . or
entered Into Submismon of mis cenlficalim Is a pmrnlmsne
for making or entering Into this tex ssctnn impuwed by 31
USC 1352 Any person who fails to Far. Me required
connotation shall be subject to a civil penalty of not less man
310,000 aM not more man $100.000 for each such failure
3. The prospective participant also agrees by subnaffing its
bid o prgwsal that the participant shall raquire that the
language Mmu, cartficaam be included in all lower Ilex
subcontracts which exceed $100 000 and that all such
reclplents shall cerTy and disclose accordingly
Page 11 of 12
ATTACHMENT A- EMPLOYMENT AND MATERIALS
6 The contractor shall include the provisions of Sections
PREFERENCE FOR APPALACHIAN DEVELOPMENT
through 4 of this Attachment in every subcontract for work
H IGHWAY SYSTE M O R APPALACHIAN LOCAL ACCESS
wtiuch is, or reasonably may be, done as co-sre work
ROAD CONTRACTS
This provislon Is applicable to all Federal -aid projects funded
under the Appalachian Regional Development Ad of 1665
1. During the peHOmtence of t a, contract, the contender
undertaking to rho Work which H, or reasonably may be, done
as ansifs work, shall give preference to qualified persona woo
regularly reside In the labor area as designated by the DO
Wherein the contraclwok is situated. or the subregion. or the
Appalachian counties of the State wharern Oe contract Work is
stuated except
a. To the extent that qualified persons regularly residing in
the area are not available.
b. For the reasonable needs of the contractor to employ
supervisory or specialty experienced personnel necessary
assure an efficient execution of the contract work.
c For the obligation of the contractor to offer employment to
present orfomner employees as ere result of a law" collective
bargaining contract. provided that Ire number olnonrasldam
persons empoyed antler Ibis subparagraph (tr.) shall rot
exceed 20 percent of thatmal number nf employees employed
by the Wonder an the cnnhartwurk, except as provided In
subparagraph (4) below
2 The contractor shall place a job order with the Stele
Em ptmymem Service Indicating (a) the cassificamna of the
Iabres rsr mechanics and nMer employees required to part..
the contract walk, (b) the number of employees required in
each carte catl an (r.) the dale an which the participant
esfematas such employees will be required, and (d] any other
pertinent Information required by the State Employment
Servicatecemplelelhejoborderfoon Thnjobordermaybe
placed with the State Employment Service in wilting or by
telephone if during the course of the cantracl work the
information submitted by the contractor In the original job order
is subatantiaYy mod bed. the parlcpant shall promptly nobly
the State Employment Service.
3. The contractor shall give full conslderston to all qualified
job applicants refered to him by the State Employment
Service. The contractor is not required to grant employment to
anyjob applicants who, in his opavnn, era rim qualdied m
peNOml the classification of work required.
4, If, within one Wreak following Me placing of a Job order by
M. contractor when the Stale Employment Ser•nce, the State
Employment Service is unable to refer any qualified job
applicants to me contractor, or less tan the numb"
requested, the State Employment Service well forward a
reiterate to The contractor indicating the unavailability of
applicants_ Sudn cedirrafe shall hemade a pad of the
contractor's permanent project records Upm receipt of his
conferrals. the contract" may employ persons who do not
normally reside in the later area to fill positions covered by the
certificate, nolw9hslanding the provisions of subparagraph (1c)
above
5 The provisions of 23 CFR633247(e)allow the
coneacting agency to provide a contractual preference for the
use of mineral resource materials native le the Appalachian
region.
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 seg. 42 USC 2000d, 29 USC 794, and implementing regulation, 45 C.F.R. Part
80 et. sea. 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 at sea.
N. Age Discrimination Act of 1975
The Age Discrimination Act of 1975, 42 U.S.C. Sections 6101 et. sea. 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
37. 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
1.5. "Entity" means all of the following as defined at 2 CFR part 25, subpart C;
1.5.1. A governmental organization, which is a State, local government, or Indian Tribe;
1.5.2. A foreign public entity;
1.5.3. A domestic or foreign non - profit organization;
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
hrio: / /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 hftn:// www. colorado .gov /doa /dfo /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.
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