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IGA; CDOT; 19th Street multimodal improvements; Exp 3/28/2022 Contract Tracking > Thank You Page 1 of 1 STANDARD OFFICE OF THE CITY ATTORNEY Contract Routing Cover Sheet MAY 0 2 2017 Please print and attach to your document JQ; You can view the status of your contract using the Contract Trackino Status Page. Routing Number 20170502-2982 Originating Dept Public Works Contact Person Lindsay Merz Phone Number 303-441-1983 Project Manager/ Contract Lindsay Merz E-mail meal@bouldercolorado.gov Administrator Counter Parties CDOT Contract Title/Type 19th Street Multimodal Improvement IGA Number Description IGA between City of Boulder and CDOT to secure TAP Paand�SRTS funddiiny that was awarded for the �Icn and construction of sidewalks, curb&gutter, and roadway drainage improvements along 19th St from Norwood to Sumac and conceptual plans from Sumac to Yarmouth. Special Instructions Please have all three copies signed (preferably in blue)and returned to me so that I can attach a cover letter and send all the documents to CDOT for their signature. They will return a fully executed copy which I will forward to Central Records, Amount 1,061,200.00 Expense Type INCOMING _..a • Dept. Head Signature N NOTE;Originating Deptt. with jjhCr ark all areas document needs to be routed. • Purchasing • Budget Q% �r • Sales Tax Ji CAO JCity Manager r • Central Records ^J 1`W I Cn Contract Trackino Home I Sionature Routino Form Track Contract Status I Uotlate Contract Status Zr W tV , C� https:/hvork.bouldercolorado.gov/ContractTracking/servlet/Controller 5/2/2017 STATE OF COLORADO DEPARTMENT OF TRANSPORTATION ' • Center for Procurement and Contract Services 4201 E. Arkansas Avenue, Room 200 Denver, Colorado 80222 (303) 757-9236 July 17, 2017 Lindsay Merz City of Boulder 1101 Arapahoe Ave Boulder, CO 80302 Re: Original Contract No.: 17-HA4-XC-00093 Contract Routing No.: 17-HA4-XC-00093-M0001 CDOT #331001606 Sub Account No.: 20814 Dear Lindsay: Enclosed for your records on this project please find an original, fully executed and effective copy of the contract referenced above. Please note that pursuant to the contract, work may not be initiated until the State has issued a written Notice-to-Proceed. If you have any questions regarding the Notice-to-Proceed, please contact Katrina Kloberdanz at 970-350-2211. Should you have any questions or require additional assistance regarding this contract document, please do not hesitate to contact Dale Zachary at 303-757-9131 or dale.zacharvna,state.co.us. Sincerely, 'Supri Behatkar on behalf of Victor J. Munteanu, Contract Administrator Enclosure OLA 4 331001606 Routing 9: 17-HA4-XC-00093 STATE OF COLORADO INTERGOVERNMENTAL AGREEMENT Signature and Cover Page State Agency Agreement Routing'Number Department of Transportation 17-HA4-XC-00093 Local Agency Agreement Effective Date CITY OF BOULDER The later of the effective date or March 29,2017 Agreement Description Agreement Expiration Date 19th Street Multimodal Improvement March 28,2022 Project# Region# Contract Writer Agreement Maximum Amount 20814 4 DZ $1,326,500.00 THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT Each person signing this Agreement represents and warrants that he or she is duty authorized to execute this Agreement and to bind the Part authorizing his or her signature. LOCAL AGENCY STATE OF COLORADO CITY OF BOULDER John W.Hickenlooper,Governor Department of Transportation Shailen P. Blunt,Executive Director Signature S. 2)ra 10 61 7(:',Joshua Laipply,P.E., Chief Engineer By:(Print N nd` le) 5- Date: 6-- 1y/7 Date: 'r Vl G(,� 5j(J 2nd State or Local Agency Signature if Needed LEGAL REVIEW Cynthia H.Coffman,Attorney General N /4- Signature Assistant omey General By: (Print Name and Title) By: (Print Name and Title) Date: Date: In accordance with §24-30-202 C.R.S.,this Agreement is not valid until signed and dated below by the State Controller or an authorized delegate. STATE CONTROLLER Robert os CP ,.' BA,JD By: Depatot of Transportation Effective Date: Document Builder Generated Page I of 25 Rev, 12/092016 OLA4 33100i606 Routing 17-HA4-XC-00093 TABLE OF CONTENTS 1. PARTIES.................................................................................................................................................2 2. TERM AND EFFECTIVE DATE...........................................................................................................2 3. AUTHORITY..........................................................................................................................................3 4. PURPOSE...............................................................................................................................................3 5. DEFINITIONS........................................................................................................................................4 6, STATEIENTOF WORK......................................................................................................................6 7. PAYMENTS ...........................................................................................................................................9 8. REPORTING-NOTIFICATION.........................................................................................................13 9. LOCAL AGENCY RECORDS.............................................................................................................14 10. CONTIDENTIALRNFORMATION-STATERECORDS....................................................................15 11. CONFLICT OF INTEREST..................................................................................................................15 12. INSLRANCE........................................................................................................................................16 13. BREACH...............................................................................................................................................17 14. REMEDIES...........................................................................................................................................18 15. DISPUTE RESOLUTION.....................................................................................................................19 16. NOTICES AND REPRESENTATIVES...............................................................................................19 17. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION'......................................................20 18. GOVERNMENTAL 1\IVtUNITY........................................................................................................21 19. STATEWIDE CONTRACT MANAGEMENT SYSTEM...................................................................21 20. GENERAL PROVISIONS....................................................................................................................21 21. COLORADO SPECIAL PROVISIONS ...............................................................................................23 22, FEDERAL REQUIREMENTS.............................................................................................................24 23. DISADVANTAGED BUSINESS ENTERPRISE(DBE).....................................................................24 24. DISPUTES............................................................................................................................................24 EXHIBIT A, STATEMENT OF WORK EXHIBIT B,SAMPLE OPTION LETTER EXHIBIT C,FUNDING PROVISIONS EXHIBIT D,LOCAL AGENCY RESOLUTION EXHIBIT E,LOCAL AGENCY AGREEMENT ADMINISTRATION CHECKLIST EXHIBIT F.CERTIFICATION FOR FEDERAL-AID AGREEMENTS EXHIBIT G, DISADVANTAGED BUSINESS ENTERPRISE EXHIBIT H,LOCAL AGENCY PROCEDURES FOR CONSULTANT SERVICES EXHIBIT 1,FEDERAL-AID AGREEMENT PROVISIONS FOR CONSTRUCTION AGREEMENTS EXHIBIT J,ADDITIONAL FEDERAL REQUIREMENTS EXHIBIT K.FFATA SUPPLEMENTAL FEDERAL PROVISIONS EXHIBIT L, SAMPLE SUBRECIPIENT MONITORING AND RISK ASSESS;NIENT FORM EXHIBIT AI,0J\4B UNIFORM GUIDANCE FOR FEDERAL AWARDS 1. PARTIES This Agreement is entered into by and between Local Agency named on the Signature and Cover Page for this Agreement("Local Agency"),and the STATE OF COLORADO acting by and through the State agency named on the Signature and Cover Page for this Agreement (the"State" or "CDOT"). Local Agency and the State agree to the terms and conditions in this Agreement. 2. TERM AND EFFECTIVE DATE A. Effective Date This Agreement shall not be valid or enforceable until the Effective Date, and Agreement Funds shall be expended within the dates shown in Exhibit C for each respective phase ("Phase Performance Period(s)").The State shall not be bound by any provision of this Agreement before the Effective Date, and shall have no obligation to pay Local Agency for any Work performed or expense incurred before 1)the Effective Date of this original Agreement;2)before the encumbering document for the respective phase and the official Notice to Proceed for the respective phase;or 3)after the Final Phase Performance Document Builder Generated Page 2 of 25 Re, 12/09/2016 OLA#: 331001606 Routing#: 17-HA4-XC-00093 End Date,as shown in Exhibit C. B. Initial Term The Parties'respective performances under this Agreement shall commence on the Agreement Effective Date shown on the Signature and Cover Page for this Agreement and shall terminate on the date of notice of CDOT final acceptance("Agreement Expiration Date")shown on the Signature and Cover Page for this Agreement, unless sooner terminated or further extended in accordance with the terms of this Agreement, C. Early Termination in the Public Interest The State is entering into this Agreement to serve the public interest of the State of Colorado as determined by its Governor,General Assembly,or Courts.If this Agreement ceases to further the public interest of the State,the State, in its discretion, may terminate this Agreement in whole or in part.This subsection shall not apply to a termination of this Agreement by the State for breach by Local Agency, which shall be governed by§14.A.i. L Method and Content The State shall notify Local Agency of such termination in accordance with §16. The notice shall specify the effective date of the termination and whether it affects all or a portion of this Agreement. ii. Obligations and Rights Upon receipt of a termination notice for termination in the public interest, Local Agency shall be subject to §14.A.i.a iii. Payments If the State terminates this Agreement in the public interest, the State shall pay Local Agency an amount equal to the percentage of the total reimbursement payable under this Agreement that corresponds to the percentage of Work satisfactorily completed and accepted,as determined by the State, less payments previously made.Additionally,if this Agreement is less than 60%completed, as determined by the State, the State may reimburse Local Agency for a portion of actual out-of- pocket expenses,not otherwise reimbursed under this Agreement, incurred by Local Agency which are directly attributable to the uncompleted portion of Local Agency's obligations,provided that the sum of any and all reimbursement shall not exceed the maximum amount payable to Local Agency hereunder. 3. AUTHORITY Authority to enter into this Agreement exists in the law as follows: A. Federal Authority Pursuant to Title 1, Subtitle A, of the "Fixing America's Surface Transportation Act" (FAST Act) of 2015, and to applicable provisions of Title 23 of the United States Code and implementing regulations at Title 23 of the Code of Federal Regulations, as may be amended, (collectively referred to hereinafter as the"Federal Provisions"),certain federal funds have been and are expected to continue to be allocated for transportation projects requested by Local Agency and eligible under the Surface Transportation Improvement Program that has been proposed by the State and approved by the Federal Highway Administration("FHWA"). B. State Authority Pursuant to CRS§43-1-223 and to applicable portions of the Federal Provisions,the State is responsible for the general administration and supervision of performance of projects in the Program, including the administration of federal funds for a Program project performed by a Local Agency under a contract with the State. This Agreement is executed under the authority of CRS §§29-1-203,43-1.110:43.1.116, 43-2-101(4)(c)and 43.2-104.5. 4. PURPOSE The purpose of this Agreement is to disburse Federal funds to the Local Agency pursuant to CDOT's Stewardship Agreement with the FHWA. Document Builder Generated Page 3 of 25 Rev. 12109/2016 OLA#, 331001606 Routing A: 17-HA4-XC-00053 5. DEFINITIONS The following terms shall be construed and interpreted as follows: A. "Agreement" means this agreement, including all attached Exhibits, all documents incorporated by reference, all referenced statutes,rules and cited authorities, and any future modifications thereto. B. "Agreement Funds" means the funds that have been appropriated, designated, encumbered, or otherwise made available for payment by the State under this Agreement. C. "Award" means an award by a Recipient to a Subrecipient funded in whole or in part by a Federal Award. The terms and conditions of the Federal Award flow down to the Award unless the terms and conditions of the Federal Award specifically indicate otherwise. D. 'Budget`means the budget for the Work described in Exhibit C. E. "Business Day"means any day in which the State is open and conducting business,but shall not include Saturday, Sunday or any day on which the State observes one of the holidays listed in §24-11-101(1) C.R.S. F. "Consultant' means a professional engineer or designer hired by Local Agency to design the Work Product. G. "Contractor"means the general construction contractor hired by Local Agency to construct the Work. H. "CORA"means the Colorado Open Records Act, §§24-72-200.1 et. seg.,C.R.S. 1. "Effective Date"means the date on which this Agreement is approved and signed by the Colorado State Controller or designee,as shown on the Signature and Cover Page for this Agreement. J. "Evaluation" means the process of examining Local Agency's Work and rating it based on criteria established in§6,Exhibit A and Exhibit E. K. "Exhibits"means the following exhibits attached to this Agreement: L Exhibit A, Statement of Work. ii. Exhibit B,Sample Option Letter. iii. Exhibit C,Funding Provisions iv. Exhibit D,Local Agency Resolution v. Exhibit E,Local Agency Contract Administration Checklist vi. Exhibit F,Certification for Federal-Aid Contracts vii. Exhibit G,Disadvantaeed Business Enterprise viii. Exhibit H,Local Agency Procedures for Consultant Services ix. Exhibit I, Federal-Aid Contract Provisions for Construction Contracts x. Exhibit J, Additional Federal Requirements xi. Exhibit K, The Federal Funding Accountability and Transparency Act of 2006 (FFATA) Supplemental Federal Provisions xii. Exhibit L, Sample Sub-Recipient Monitoring and Risk Assessment Form xiii. Exhibit bL Supplemental Provisions for Federal Awards Subject to The Office of Management and Budget Uniform Administrative Requirements, Cost principles, and Audit Requirements for Federal Awards(the"Uniform Guidance") L. "Federal .Award" means an award of Federal financial assistance or a cost-reimbursement contract under the Federal Acquisition Requirements by a Federal Awarding Agency to a Recipient. "Federal Award"also means an agreement setting forth the terms and conditions of the Federal Award.The term does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal program. Document Builder Generated Page 4 of26 Rev. 12x04:2016 OLA d: 331001606 Routing k: I7-HA4-XC-00093 M. "Federal Awarding Agency"means a Federal agency providing a Federal Award to a Recipient. N. "FHWA"means the Federal Highway Administration,which is one of the twelve administrations under the Office of the Secretary of Transportation at the U.S. Department of Transportation.FHWA provides stewardship over the construction, maintenance and preservation of the N'ation's highways and tunnels. FHWA is the Federal Awarding Agency for the Federal Award which is the subject of this Agreement. 0 "Goods"means any movable material acquired,produced,or delivered by Local Agency as set forth in this Agreement and shall include any movable material acquired, produced, or delivered by Local Agency in connection with the Services. P. "Incident"means any accidental or deliberate event that results in or constitutes an imminent threat of the unauthorized access or disclosure of State Confidential Information or of the unauthorized modification,disruption,or destruction of any State Records. Q. "Initial Term" means the time period defined in§2.11 R. "Notice to Proceed"means the letter issued by the State to the Local Agency stating the date the Local Agency can begin work subject to the conditions of this Agreement. S. "OMB" means the Executive Office of the President,Office of Management and Budget. T. "Oversight' means the term as it is defined in the Stewardship Agreement between CDOT and the FHWA. U. "Party'means the State or Local Agency,and"Parties"means both the State and Local Agency. V. "PII" means personally identifiable information including, without limitation, any information maintained by the State about an individual that can be used to distinguish or trace an individual's identity, such as name, social security number, date and place of birth, mother's maiden name, or biometric records;and any other information that is linked or linkable to an individual,such as medical, educational, financial, and employment information. PH includes, but is not limited to, all information defined as personally identifiable information in §2442.501 C.R.S. W. "Recipient" means the Colorado Department of Transportation(CDOT)for this Federal Award, X. "Services"means the services to be performed by Local Agency as set forth in this Agreement,and shall include any services to be rendered by Local Agency in connection with the Goods. Y. "State Confidential Information" means any and all State Records not subject to disclosure under CORA.State Confidential Information shall include,but is not limited to,PII and State personnel records not subject to disclosure under CORA. Z. "State Fiscal Rules" means the fiscal rules promulgated by the Colorado State Controller pursuant to §24-30-202(13)(a). AA. "State Fiscal Year"means a 12 month period beginning on July 1 of each calendar year and ending on June 30 of the following calendar year.If a single calendar year follows the term,then it means the State Fiscal Year ending in that calendar year. BB. "State Purchasing Director" means the position described in the Colorado Procurement Code and its implementing regulations. CC. "State Records" means any and all State data, information, and records, regardless of physical form, including,but not limited to, information subject to disclosure under CORA. DD. "Subcontractor" means third-parties, if any, engaged by Local Agency to aid in performance of the Work. EE. "Subrecipient"means a non-Federal entity that receives a sub-award from a Recipient to carry out part of a Federal program, but does not include an individual that is a beneficiary of such program. A Subrecipient may also be a recipient of other Federal Awards directly from a Federal Awarding Agency. FF. "Uniform Guidance" means the Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, which supersedes requirements from OMB Circulars A-21, A-87, A-110, A-122, A-89, A-102, and A-133, and the Document Builder Generated Page 5 of 25 Rev. 1710W2016 OLA 9: 331001606 Routing 4 17-HA4-XC-00093 guidance in Circular A-50 on Single Audit Act follow-up. GG. "Work"means the delivery of the Goods and performance of the Services in compliance with CDOT's Local.Agency Manual described in this Agreement. HH. "Work Product"means the tangible and intangible results of the Work,whether finished or unfinished, including drafts. Work Product includes, but is not limited to, documents, text, software (including source code), research, reports, proposals, specifications, plans, notes, studies, data, images, photographs, negatives, pictures, drawings, designs, models, surveys, maps, materials, ideas, concepts, know-how, and any other results of the Work. "Work Product"does not include any material that was developed prior to the Effective Date that is used,without modification,in the performance of the Work. Anv other term used in this Agreement that is defined in an Exhibit shall be construed and interpreted as defined in that Exhibit. 6. STATEMENT OF WORK Local Agency shall complete the Work as described in this Agreement and in accordance with the provisions of Exhibit A,and the Local Agency Manual, The State shal I have no liability to compensate Local Agency for the delivery of any Goods or the performance of any Services that are not specifically set forth in this Agreement. Work may be divided into multiple phases that have separate periods of performance. The State may not compensate for Work that Local Agency performs outside of its designated phase performance period. The performance period of phases, including, but not limited to Design, Construction, Right of Way, Utilities, or Environment phases, are identified in Exhibit C. The State may unilaterally modify Exhibit C from time to time, at its sole discretion, to extend the period of performance for a phase of Work authorized under this Agreement. To exercise this phase performance period extension option,the State will provide written notice to Local Agency in a form substantially equivalent to Exhibit B. The State's unilateral extension of phase performance periods will not amend or alter in any way the funding provisions or any other terms specified in this Agreement, notwithstanding the options listed under§7.E A. Local Agency Commitments i. Design If the Work includes preliminary design.final design,design work sheets,or special provisions and estimates (collectively referred to as the "Plans"), Local Agency shall ensure that it and its Contractors comply with and are responsible for satisfying the following requirements: a. Perform or provide the Plans to the extent required by the nature of the Work. b. Prepare final design in accordance with the requirements of the latest edition of the American Association of State Highway Transportation Officials (AASHTO) manual or other standard, such as the Uniform Building Code,as approved by the State. c. Prepare provisions and estimates in accordance with the most current version of the State's Roadway and Bridge Design Manuals and Standard Specifications for Road and Bridge Construction or Local Agency specifications if approved by the State. d. Include details of any required detours in the Plans in order to prevent any interference of the construction Work and to protect the traveling public. e. Stamp the Plans as produced by a Colorado registered professional engineer. E Provide final assembly of Plans and all other necessary documents. g. Ensure the Plans are accurate and complete. h. Make no further changes in the Plans following the award of the construction contract to Contractor unless agreed to in writing by the Parties.The Plans shall be considered final when approved in writing by CDOT,and when final,they will be deemed incorporated herein. ii. Local Agency Work a. Local Agency shall comply with the requirements of the Americans With Disabilities Act (ADA) 42 U.S.C. § 12101, et. seq., and applicable federal regulations and standards as contained in the document "ADA Accessibility Requirements in CDOT Transportation Document Builder Generated Page 6 of 25 Rev. 12109,2016 OLA 4. 331001606 Raming ft 17-HMAC-00093 Projects". b. Local Agency shall afford the State ample opportunity to review the Plans and shall make any changes in the Plans that are directed by the State to comply with FHWA requirements. c. Local Agency may enter into a contract with a Consultant to perform all or any portion of the Plans and/or construction administration.Provided,however, if federal-aid funds are involved in the cost of such Work to be done by such Consultant, such Consultant contract (and the performance provision of the Plans under the contract) must comply with all applicable requirements of 23 C.F.R.Part 172 and with any procedures implementing those requirements as provided by the State, including those in Exhibit H. If Local Agency enters into a contract with a Consultant for the Work: 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,Local Agency shall not enter into such Consultant contract. 2) Local Agency shall ensure that all changes in the Consultant contract have prior approval by the State and FHWA and that they are in writing. Immediately after the Consultant contract has been awarded, one copy of the executed Consultant contract and any amendments shall be submitted to the State. 3) Local Agency shall require that all billings under the Consultant contract comply with the State's standardized billing format. Examples of the billing formats are available from the CDOT Agreements Office. 4) Local Agency(and any Consultant) shall comply with 23 C.F.R. 172.5(b)and(d)and use the CDOT procedures described in Exhibit H to administer the Consultant contract. 5) Local Agency may expedite any CDOT approval of its procurement process and/or Consultant contract by submitting a letter to COOT from 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(i)and contains the following language verbatim: (a) The design work under this Agreement shall be compatible with the requirements of the contract between Local Agency and the State(which is incorporated herein by this reference) for the design/construction of the project. The State is an intended third- party beneficiaryof this agreement for that purpose. (b) Upon advertisement of the project work for construction, the consultant shall make available services as requested by the State to assist the State in the evaluation of construction and the resolution of construction problems that may arise during the construction of the project. (c) The consultant shall review the construction Contractor's shop drawings for conformance with the contract documents and compliance with the provisions of the State's publication, Standard Specifications for Road and Bridge Construction, in connection with this work. (d) The State, in its sole discretion,may review construction plans,special provisions and estimates and may require Local Agency to make such changes therein as the State determines necessary to comply with State and FHWA requirements. iii. Construction If the Work includes construction,Local Agency shall perform the construction in accordance with the approved design plans and/or administer the construction in accordance with Exhibit E, Such administration shall include Work inspection and testing; approving sources of materials; performing required plant and shop inspections; documentation of contract payments, testing and inspection activities; preparing and approving pay estimates;preparing, approving and securing the funding for contract modification orders and minor contract revisions; processing construction Contractor claims; construction supervision; and meeting the quality control requirements of the FHWA/CDOT Stewardship Agreement,as described in Exhibit E. Document Builder Generated Page 7 of 25 Rev. 12/092016 OLA is 331001606 Routing 4: 17-HA4-XC-00093 a. The State may,after providing written notice of the reason for the suspension to Local Agency, suspend the Work, wholly or in part, due to the failure of Local Agency or its Contractor to correct conditions which are unsafe for workers or for such periods as the State may deem necessary due to unsuitable weather,or for conditions considered unsuitable for the prosecution of the Work,or for any other condition or reason deemed by the State to be in the public interest. b. Local .Agency shall be responsible for the following: 1) Appointing a qualified professional engineer, licensed in the State of Colorado, as Local Agency Project Engineer(LAPE),to perform engineering administration.The LAPE shall administer the Work in accordance with this Agreement, the requirements of the construction contract and applicable State procedures, as defined in the CDOT Local Agency Manual (https,/'wnviv.codot.gov/business/designsupport/bulletins_manuals/2006- local-agency-manual). 2) For the construction Services, advertising the call for bids, following its approval by the State,and awarding the construction contract(s)to the lowest responsible bidder(s). (a) All Local Agency's advertising and bid awards pursuant to this Agreement shall comply with applicable requirements of 23 U.S.C. §112 and 23 C.F.R. Parts 633 and 635 and C.R.S. § 24-92-101 at seq. Those requirements include, without limitation, that Local Agency and its Contractor(s) incorporate Form 1273 (Exhibit 1) in its entirety,verbatim,into any subcontract(s)for Services as terms and conditions thereof. as required by 23 C.F.R, 633.102(e), (b) Local Agency may accept or reject the proposal of the apparent low bidder for Work on which competitive bids have been received. Local Agency must accept or reject such bids within 3 working days after they are publicly opened. (c) If Local Agency accepts bids and makes awards that exceed the amount of available Agreement Funds, Local Agency shall provide the additional funds necessary to complete the Work or not award such bids. (d) The requirements of§6.A.iii.b.2 also apply to any advertising and bid awards made by the State. (e) The State (and in some cases FHWA) must approve in advance all Force Account Construction, and Local Agency shall not initiate any such Services until the State issues a written Notice to Proceed. iv, Right of Way(ROW)and Acquisition/Relocation a. If Local Agency purchases a ROW for a State highway, including areas of influence, Local Agency shall convey the ROW to CDOT promptly upon the completion of the proj ecticonstruction. b. Any acquisitionrrelocation activities shall comply with all applicable federal and State statutes and regulations, including but not limited to, the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970,as amended,the Uniform Relocation Assistance and Real Property Acquisition Policies for Federal and Federally.Assisted Programs, as amended (49 C.F.R. Part 24), CDOT's Right of Way Manual, and CDOT's Policy and Procedural Directives. c. The Parties'respective responsibilities for ensuring compliance with acquisition,relocation and incidentals depend on the level of federal participation as detailed in CDOT's Right of Way Manual (located at http://wtivw•.codot.gov/business/manuals/right-of-way); however,the State always retains oversight responsibilities. d. The Parties' respective responsibilities at each level of federal participation in CDOT's Right of Way Manual, and the State's reimbursement of Local Agency costs will be determined pursuant the following categories: 1) Right of way acquisition(3 111)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). Document Builder Generated Page 8 of 25 Rev. 12/0912016 • OLA 4: 331OD1606 Routing k 17-HA4-XC-00093 V. Utilities If necessary,Local Agency shall be responsible for obtaining the proper clearance or approval from any utility company that may become involved in the Work. Prior to the Work being advertised for bids, Local Agency shall certify in writing to the State that all such clearances have been obtained. vi. Railroads If the Work involves modification of a railroad company's facilities and such modification will be accomplished by the railroad company, Local Agency shall make timely application to the Public Utilities Commission ("PUC") requesting its order providing for the installation of the proposed improvements. Local Agency shall not proceed with that part of the Work before obtaining the PUC's order.Local Agency shall also establish contact with the railroad company involved for the purpose of complying with applicable provisions of 23 C.F.R. 646, subpart B,concerning federal- aid projects involving railroad facilities,and: a. Execute an agreement with the railroad company setting out what work is to be accomplished and the location(s)thereof,and which costs shall be eligible for federal participation. b. Obtain the railroad's detailed estimate of the cost of the Work. c. Establish future maintenance responsibilities for the proposed installation. d. Proscribe in the agreement the future use or dispositions of the proposed improvements in the event of abandonment or elimination of a grade crossing. e. Establish future repair and/or replacement responsibilities, as between the railroad company and the Local Agency,in the event of accidental destruction or damage to the installation. vii. Environmental Obligations Local Agency shall perform all Work in accordance with the requirements of current federal and State environmental regulations, including the National Environmental Policy Act of 1969(NEPA) as applicable. viii.Maintenance Obligations Local Agency shall maintain and operate the Work constructed under this Agreement at its own cost and expense during their useful life,in a manner satisfactory to the State and FHWA.Local Agency shall conduct such maintenance and operations in accordance with all applicable statutes, ordinances, and regulations pertaining to maintaining such improvements. The State and FHWA may make periodic inspections to verify that such improvements are being adequately maintained. ix. Monitoring Obligations Local Agency shall respond in a timely manner to and participate fully with the monitoring activities described in§7,F,vi, B. State's Commitments i. The State will perform a final project inspection of the Work as a quality control/assurance activity. When all Work has been satisfactorily completed,the State will sign the FHWA Form 1212. ii. Notwithstanding any consents or approvals given by the State for the Plans,the State shall not be liable or responsible in any manner for the structural design, details or construction of any Work constituting major structures designed by, or that are the responsibility of, Local Agency, as identified in Exhibit E. 7. PAYMENTS A. Maximum Amount Payments to Local Agency are limited to the unpaid,obligated balance of the Agreement Funds set forth in Exhibit C. The State shall not pay Local Agency any amount under this Agreement that exceeds the Agreement Maximum set forth in Exhibit C. B. Payment Procedures i. Invoices and Payment Document Builder Generated Page 9 of 25 Rev. 12/092016 OLA O: 331001606 Routing A: 17-HA4-XC-00093 a. The State shall pay Local Agency in the amounts and in accordance with conditions set forth in Exhibit C. ' b. Local Agency shall initiate payment requests by invoice to the State, in a form and manner approved by the State. c. The State shall pay each invoice within 45 days following the State's receipt of that invoice,so long as the amount invoiced correctly represents Work completed by Local Agency and previously accepted by the State during the term that the invoice covers.If the State determines that the amount of any invoice is not correct, then Local Agency shall make all changes necessary to correct that invoice. d. The acceptance of an invoice shall not constitute acceptance of any Work performed or deliverables provided under the Agreement. ii. Interest Amounts not paid by the State within 45 days after the State's acceptance of the invoice shall bear interest on the unpaid balance beginning on the 46th day at the rate of I%per month,as required by §24-30-202(24)(a), C.R.S., until paid in full; provided, however, that interest shall not accrue on unpaid amounts that the State disputes in writing. Local Agency shall invoice the State separately for accrued interest on delinquent amounts,and the invoice shall reference the delinquent payment, the number of days interest to be paid and the interest rate. iii. Payment Disputes If Local Agency disputes any calculation,determination,or amount of any payment,Local Agency shall notify the State in writing of its dispute within 30 days following the earlier to occur of Local Agency's receipt of the payment or notification of the determination or calculation of the payment by the State. The State will review the information presented by Local Agency and may make changes to its determination based on this review. The calculation, determination, or payment amount that results from the State's review shall not be subject to additional dispute under this subsection.No payment subject to a dispute under this subsection shall be due until after the State has concluded its review, and the State shall not pay any interest on any amount during the period it is subject to dispute under this subsection. iv. Available Funds-Contingency-Termination The State is prohibited by law from making commitments beyond the term of the current State fiscal Year. Payment to Local Agency beyond the current State Fiscal Year is contingent on the appropriation and continuing availability of Agreement Funds in any subsequent year(as provided in the Colorado Special Provisions). If federal funds or funds from any other non-State funds constitute all or some of the Agreement Funds,the State's obligation to pay Local Agency shall be contingent upon such non-State funding continuing to be made available for payment.Payments to be made pursuant to this Agreement shall be made only from Agreement Funds, and the State's liability for such payments shall be limited to the amount remaining of such Agreement Funds. If State, federal or other funds are not appropriated, or otherwise become unavailable to fund this Agreement, the State may, upon written notice, terminate this Agreement, in whole or in part, without incurring further liability. The State shall, however, remain obligated to pay for Services and Goods that are delivered and accepted prior to the effective date of notice of termination, and this termination shall otherwise be treated as if this Agreement were terminated in the public interest as described in§2.0 v. Erroneous Payments The State may recover, at the State's discretion, payments made to Local Agency in error for any reason, including, but not limited to, overpayments or improper payments, and unexpended or excess funds received by Local Agency. The State may recover such payments by deduction from subsequent payments under this Agreement, deduction from any payment due under any other contracts, grants or agreements between the State and Local Agency, or by any other appropriate method for collecting debts owed to the State. The close out of a Federal Award does not affect the right of FHWA or the State to disallow costs and recover funds on the basis of a later audit or other review, Any cost disallowance recovery is to be made within the Record Retention Period (as Documem Builder Generated Page i 0 of 25 Rev, 12109/2016 OLA N. 331001606 Routing#: 17-HM-XC-00093 defined below in§9,A.). C. Matching Funds Local Agency shall provide matching funds as provided in §7.A. and Exhibit C. Local Agency shall have raised the full amount of matching funds prior to the Effective Date and shall report to the State regarding the status of such funds upon request. Local Agency's obligation to pay all or any part of any matching funds, whether direct or contingent, only extend to funds duly and lawfully appropriated for the purposes of this Agreement by the authorized representatives of Local Agency and paid into Local Agency's treasury. Local Agency represents to the State that the amount designated "Local Agency Matching Funds" in Exhibit C has been legally appropriated for the purpose of this Agreement by its authorized representatives and paid,into its treasury. Local Agency may evidence such obligation by an appropriate ordinance/resolution or other authority letter expressly authorizing Local Agency to enter into this Agreement and to expend its match share of the Work.A copy of any such ordinance/resolution or authority letter is attached hereto as Exhibit D. Local Agency does not by this Agreement irrevocably pledge present cash reserves for payments in future fiscal years, and this Agreement is not intended to create a multiple-fiscal year debt of Local Agency. Local Agency shall not pay or be liable for any claimed interest, late charges, fees, taxes, or penalties of any nature, except as required by Local Agency's laws or policies. D. Reimbursement of Local Agency Costs The State shall reimburse Local Agency's allowable costs, not exceeding the maximum total amount described in Exhibit C and§7.The applicable principles described in 2 C.F.R.Part 200 shall govern the State's obligation to reimburse all costs incurred by Local Agency and submitted to the State for reimbursement hereunder, and Local Agency shall comply with all such principles, The State shall reimburse Local Agency for the federal-aid share of properly documented costs related to the Work after review and approval thereof, subject to the provisions of this Agreement and Exhibit C. Local Agency costs for Work performed prior to the Effective Date shall not be reimbursed absent specific allowance of pre-award costs and indication that the Federal Award funding is retroactive. Local Agency costs for Work performed after any Performance Period End Date for a respective phase of the Work, is not reimbursable. Allowable costs shall be: L Reasonable and necessary to accomplish the Work and for the Goods and Services provided. ii. Actual net cost to Local Agency(i.e. the price paid minus any items of value received by Local Agency that reduce the cost actually incurred). E. Unilateral Modification of Agreement Funds Budget by State Option Letter The State may,at its discretion,issue an"Option Letter"to Local Agency to add or modify Work phases in the Work schedule in Exhibit C if such modifications do not increase total budgeted Agreement Funds. Such Option Letters shall amend and update Exhibit C, Sections 2 or 4 of the Table, and sub- sections B and C of the Exhibit C. Option Letters shall not be deemed valid until signed by the State Controller or an authorized delegate. Modification of Exhibit C by unilateral Option Letter is permitted only in the specific scenarios listed below. The State will exercise such options by providing Local Agency a fully executed Option Letter, in a form substantially equivalent to Exhibit B. Such Option Letters will be incorporated into this Agreement. i. Option to Begin a Phase and/or Increase or Decrease the Encumbrance Amount The State may require by Option Letter that Local Agency begin a new Work phase that may include Design,Construction,Environmental,Utilities,ROW Incidentals or Miscellaneous Work(but may not include Right of Way Acquisition/Relocation or Railroads) as detailed in Exhibit A. Such Option Letters may not modify the other terms and conditions stated in this Agreement, and must decrease the amount budgeted and encumbered for one or more other Work phases so that the total amount of budgeted Agreement Funds remains the same. The State may also issue a unilateral Option Letter to simultaneously increase and decrease the total encumbrance amount of two or more existing Work phases, as long as the total amount of budgeted Agreement Funds remains the same, replacing the original Agreement Funding exhibit(Exhibit C) with an updated Exhibit C-1 (with subsequent exhibits labeled C-2,C-3,etc.). ii. Option to Transfer Funds from One Phase to Another Phase. Document Builder Generated Page 11 of 25 Rev, 12/092016 OLA r: 331001606 Rounng� 17-HA4-XC-00093 The State may require or permit Local Agency to transfer Agreement Funds from one Work phase (Design, Construction, Environmental, Utilities, ROW Incidentals or Miscellaneous) to another phase as a result of changes to State, federal, and local match funding. In such case, the original funding exhibit(Exhibit C)will be replaced with an updated Exhibit C-1 (with subsequent exhibits labeled C-2, C-3, etc.) attached to the Option Letter. The Agreement Funds transferred from one Work phase to another are subject to the same terms and conditions stated in the original Agreement with the total budgeted Agreement Funds remaining the same. The State may unilaterally exercise this option by providing a fully executed Option Letter to Local Agency within. thirty (30) days before the initial targeted start date of the Work phase,in a form substantially equivalent to Exhibit B. iii. Option to Exercise Options i and ii. The State may require Local Agency to add a Work phase as detailed in Exhibit A,and encumber and transfer Agreement Funds from one Work phase to another. The original funding exhibit (Exhibit C) in the original Agreement will be replaced with an updated Exhibit C-1 (with subsequent exhibits labeled G2, C-31 etc.) attached to the Option Letter. The addition of a Work phase and encumbrance and transfer of Agreement Funds are subject to the same terms and conditions stated in the original Agreement with the total budgeted Agreement Funds remaining the same.The State may unilaterally exercise this option by providing a fully executed Option Letter to Local Agency within 30 days before the initial targeted start date of the Work phase, in a form substantially equivalent to Exhibit B. iv. Option to Update a Work Phase Performance Period and/or modify information required under the OIVIB Uniform Guidance, as outlined in Exhibit C. The State may update any information contained in Exhibit C, Sections 2 and 4 of the Table,and sub-sections B and C of the Exhibit C. F. Accounting Local Agency shall establish and maintain accounting systems in accordance with generally accepted accounting standards (a separate set of accounts, or as a separate and integral part of its current accounting scheme). Such accounting systems shall,at a minimum, provide as follows: i. Local Agency Performing the Work If Local Agency is performing the Work, it shall document all allowable costs, including any approved Services contributed by Local Agency or subcontractors, using payrolls, time records, invoices,contracts,vouchers,and other applicable records. H. Local Agency-Checks or Draws Checks issued or draws made by Local Agency shall be made or drawn against properly signed vouchers detailing the purpose thereof. Local Agency shall keep on file all checks, payrolls, invoices,contracts,vouchers,orders,and other accounting documents in the office of Local Agency, clearly identified, readily accessible, and to the extent feasible, separate and apart from all other Work documents. iii. State-Administrative Services The State may perform any necessary administrative support services required hereunder. Local Agency shall reimburse the State for the costs of any such services from the budgeted Agreement Funds as provided for in Exhibit C. If FHWA Agreement Funds are or become unavailable, or if Local Agency terminates this Agreement prior to the Work being approved by the State or otherwise completed,then all actual incurred costs of such services and assistance provided by the State shall be reimbursed to the State by Local Agency at its sole expense. iv. Local Agency-Invoices Local Agency's invoices shall describe in detail the reimbursable costs incurred by Local Agency for which it seeks reimbursement,the dates such costs were incurred and the amounts thereof, and Local Agency shall not submit more than one invoice per month. v. Invoicing Within 60 Days Document 50der Generated Page 12 04 25 Rev. 12/09/2016 OLA#: 331001606 Routing# 17-HA4-XC-00093 The State shall not be liable to reimburse Local Agency for any costs invoiced more than 60 days after the date on which the costs were incurred, including costs included in Local Agency's final invoice.The State may withhold final payment to Local Agency at the State's sole discretion until completion of final audit.Any costs incurred by Local Agency that are not allowable under 2 C.F.R. Part 200 shall be Local Agency's responsibility, and the State will deduct such disallowed costs from any payments due to Local Agency. The State will not reimburse costs for Work performed after the Performance Period End Date for a respective Work phase. The State will not reimburse costs for Work performed prior to Performance Period End Date, but for which an invoice is received more than 60 days after the Performance Period End Date. vi. Risk Assessment&Monitoring Pursuant to 2 C.F.R.200.331(b),—CDOT will evaluate Local Agency's risk of noncompliance with federal statutes, regulations, and terms and conditions of this Agreement. Local Agency shall complete a Risk Assessment Form(Exhibit L) when that may be requested by CDOT. The risk assessment is a quantitative and/or qualitative determination of the potential for Local Agency's non-compliance with the requirements of the Federal Award. The risk assessment will evaluate some or all of the following factors: 1. Experience: Factors associated with the experience and history of the Subrecipient with the same or similar Federal Awards or grants. 2. Monitoring/Audit: Factors associated with the results of the Subrecipient's previous audits or monitoring visits, including those performed by the Federal Awarding Agency, when the Subrecipient also receives direct federal funding. Include audit results if Subrecipient receives single audit, where the specific award being assessed was selected as a major program. 3. Operation: Factors associated with the significant aspects of the Subrecipient's operations, in which failure could impact the Subrecipient's ability to perform and account for the contracted goods or services. 4. Financial: Factors associated with the Subrecipient's financial stability and ability to comply with financial requirements of the Federal Award. 5. Internal Controls: Factors associated with safeguarding assets and resources,deterring and detecting errors, fraud and theft, ensuring accuracy and completeness of accounting data, producing reliable and timely financial and management information,and ensuring adherence to its policies and plans. 6, Impact: Factors associated with the potential impact of a Subrecipient's non-compliance to the overall success of the program objectives. 7. Program Management: Factors associated with processes to manage critical personnel, approved written procedures,and knowledge of rules and regulations regarding federal-aid projects. Following Local Agency's completion of the Risk Assessment Too] (Exhibit L), CDOT will determine the level of monitoring it will apply to Local Agency's performance of the Work. This risk assessment may be re-evaluated after CDOT begins performing monitoring activities. G. Close Out Local Agency shall close out this Award within 90 days after the Final Phase Performance End Date. Close out requires Local Agency's submission to the State of all deliverables defined in this Agreement, and Local Agency's final reimbursement request or invoice. The State will withhold 5% of allowable costs until all final documentation has been submitted and accepted by the State as substantially complete. If FHWA has not closed this Federal Award within 1 year and 90 days after the Final Phase Performance End Date due to Local Agency's failure to submit required documentation, then Local Agency may be prohibited from applying for new Federal Awards through the State until such documentation is submitted and accepted. S. REPORTING- NOTIFICATION A. Quarterly Reports In addition to any reports required pursuant to §19 or pursuant to any exhibit,for any contract having a term longer than 3 months, Local Agency shall submit,on a quarterly basis, a written report specifying Document Builder Generated Page 13 of 25 Rev, 12/09/2016 OLA 9: 331001606 Routing e: 17*L44-XC-00093 progress made for each specified performance measure and standard in this Agreement. Such progress report shall be in accordance with the procedures developed and prescribed by the State.Progress reports shall be submitted to the State not later than five (5)Business Days following the end of each calendar quarter or at such time as otherwise specified by the State. B. Litigation Reporting If Local Agency is served with a pleading or other document in connection with an action before a court or other administrative decision making body,and such pleading or document relates to this Agreement or may affect Local Agency's ability to perform its obligations under this Agreement, Local Agency shall, within 10 days after being served, notify the State of such action and deliver copies of such pleading or document to the State's principal representative identified in§16. C. Performance and Final Status Local Agency shall submit all financial, performance and other reports to the State no later than 60 calendar days after the Final Phase Performance End Date or sooner termination of this Agreement, containing an Evaluation of Subrecipient's performance and the final status of Subrecipient's obligations hereunder. D. Violations Reporting Local Agency must disclose, in a timely manner, in writing to the State and FHWA, all violations of federal or State criminal law involving fraud, bribery, or gratuity violations potentially affecting the Federal Award. Penalties for noncompliance may include suspension or debarment(2 CFR Part 180 and 31 U.S.C.3321). 9. LOCAL AGENCY RECORDS A. Maintenance Local Agency shall make, keep, maintain, and allow inspection and monitoring by the State of a complete file of all records, documents, communications, notes and other written materials, electronic media files, and communications, pertaining in any manner to the Work or the delivery of Services (including, but not limited to the operation of programs) or Goods hereunder. Local Agency shall maintain such records for a period(the"Record Retention Period")of three years following the date of submission to the State of the final expenditure report,or if this Award is renewed quarterly or annually, from the date of the submission of each quarterly or annual report,respectively.If any litigation,claim, or audit related to this Award starts before expiration of the Record Retention Period, the Record Retention Period shall extend until all litigation, claims,or audit findings have been resolved and final action taken by the State or Federal Awarding Agency. The Federal Awarding Agency, a cognizant agency for audit,oversight or indirect costs,and the State,may notify Local Agency in writing that the Record Retention Period shall be extended. For records for real property and equipment, the Record Retention Period shall extend three years following final disposition of such property. B. Inspection Local Agency shall permit the State to audit, inspect, examine, excerpt, copy, and transcribe Local Agency Records during the Record Retention Period.Local Agency shall make Local Agency Records available during normal business hours at Local Agency's office or place of business, or at other mutually agreed upon times or locations, upon no fewer than 2 Business Days' notice from the State, unless the State determines that a shorter period of notice, or no notice, is necessary to protect the interests of the State. C. Monitoring The State will monitor Local Agency's performance of its obligations under this .Agreement using procedures as determined by the State.The State shall monitor Local Agency's performance in a manner that does not unduly interfere with Local Agency's performance of the Work. D. Final Audit Report Local Agency shall promptly submit to the State a copy of any final audit report of an audit performed on Local Agency's records that relates to or affects this Agreement or the Work, whether the audit is Document Builder Generated Page!a of 25 Rev,12/09;2016 OLA 4 331001606 Routing 4 17-HA4-XC-00093 conducted by Local Agency or a third party. 10. CONFIDENTIAL INFORMATION-STATE RECORDS A. Confidentiality Local Agency shall hold and maintain, and cause all Subcontractors to hold and maintain, any and all State Records that the State provides or makes available to Local Agency for the sole and exclusive benefit of the State,unless those State Records are otherwise publicly available at the time of disclosure or are subject to disclosure by Local Agency under CORA.Local Agency shall not,without prior written approval of the State,use for Local Agency's own benefit, publish, copy, or otherwise disclose to any third party,or permit the use by any third party for its benefit or to the detriment of the State, any State Records, except as otherwise stated in this Agreement. Local Agency shall provide for the security of all State Confidential Information in accordance with all policies promulgated by the Colorado Office of Information Security and all applicable laws, rules, policies, publications, and guidelines. Local Agency shall immediately forward any request or demand for State Records to the State's principal representative. B. Other Entity Access and Nondisclosure Agreements Local Agency may provide State Records to its agents, employees, assigns and Subcontractors as necessary to perform the Work,but shall restrict access to State Confidential Information to those agents, employees, assigns and Subcontractors who require access to perform their obligations under this Agreement. Local Agency shall ensure all such agents, employees, assigns, and Subcontractors sign nondisclosure agreements with provisions at least as protective as those in this Agreement, and that the nondisclosure agreements are in force at all times the agent, employee, assign or Subcontractor has access to any State Confidential Information. Local Agency shall provide copies of those signed nondisclosure agreements to the State upon request. C. Use, Security, and Retention Local Agency shall use, hold and maintain State Confidential Information in compliance with any and all applicable laws and regulations in facilities located within the United States, and shall maintain a secure environment that ensures confidentiality of all State Confidential Information wherever located. Local Agency shall provide the State with access, subject to Local Agency's reasonable security requirements,for purposes of inspecting and monitoring access and use of State Confidential Information and evaluating security control effectiveness. Upon the expiration or termination of this Agreement, Local Agency shall return State Records provided to Local Agency or destroy such State Records and certify to the State that it has done so,as directed by the State. If Local Agency is prevented by law or regulation from returning or destroying State Confidential Information, Local Agency warrants it will guarantee the confidentiality of,and cease to use,such State Confidential Information. D. Incident Notice and Remediation If Local Agency becomes aware of any Incident,it shall notify the State immediately and cooperate with the State regarding recovery,remediation,and the necessity to involve law enforcement, as determined by the State. Unless Local Agency can establish that none of Local Agency or any of its agents, employees, assigns or Subcontractors are the cause or source of the Incident, Local Agency shall be responsible for the cost of notifying each person who may have been impacted by the Incident. After an Incident, Local Agency shall take steps to reduce the risk of incurring a similar type of Incident in the future as directed by the State, which may include,but is not limited to,developing and implementing a remediation plan that is approved by the State at no additional cost to the State. 11. CONFLICT OF INTEREST A. Actual Conflicts of Interest Local Agency shall not engage in any business or activities,or maintain any relationships that conflict in any way with the full performance of the obligations of Local Agency under this Agreement. Such a conflict of interest would arise when a Local Agency or Subcontractor's employee,officer or agent were to offer or provide any tangible personal benefit to an employee of the State, or any member of his or her immediate family or his or her partner,related to the award of,entry into or management or oversight of this Agreement. Officers, employees and agents of Local Agency may neither solicit nor accept gratuities, favors or anything of monetary value from contractors or parties to subcontracts. Document Builder Generated Page 15 of 25 Rev. 12/09/2016 OLA 4: 331001606 Routing 0: 17-HA4-X C-00093 B. Apparent Conflicts of Interest Local Agency acknowledges that, with respect to this Agreement, even the appearance of a conflict of interest shall be harmful to the State's interests. Absent the State's prior written approval.Local Agency shall refrain from any practices, activities or relationships that reasonably appear to be in conflict with the full performance of Local Agency's obligations under this Agreement. C. Disclosure to the State If a conflict or the appearance of a conflict arises, or if Local Agency is uncertain whether a conflict or the appearance of a convict has arisen, Local Agency shall submit to the State a disclosure statement setting forth the relevant details for the State's consideration. Failure to promptly submit a disclosure statement or to follow the State's direction in regard to the actual or apparent conflict constitutes a breach of this Agreement. 12. INSURANCE Local Agency shall obtain and maintain, and ensure that each Subcontractor shall obtain and maintain, insurance as specified in this section at all times during the term of this Agreement. All insurance policies required by this Agreement that are not provided through self-insurance shall be issued by insurance companies with an ANI Best rating of A-Vlll or better. A. Local Agency Insurance Local Agency is a"public entity" within the meaning of the Colorado Governmental Immunity Act,§24- 10-101, et seq., C.R.S. (;the "GIA") and shall maintain at all times during the term of this Agreement such liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under the GIA. B. Subcontractor Requirements Local Agency shall ensure that each Subcontractor that is a public entity within the meaning of the GIA, maintains at all times durine the terms of this Agreement,.such liability insurance,by commercial policy or self-insurance,as is necessary to meet the Subcontractor's obligations under the GIA. Local Agency shall ensure that each Subcontractor that is not a public entity within the meaning of the GIA,maintains at all times during the terms of this Agreement all of the following insurance policies: i. Workers' Compensation Workers' compensation insurance as required by state statute, and employers' liability insurance covering all Local Agency or Subcontractor employees acting within the course and scope of their employment. ii. General Liability Commercial general liability insurance written on an Insurance Services Office occurrence form, covering premises operations, fire damage, independent contractors, products and completed operations, blanket contractual liability, personal injury, and advertising liability with minimum limits as follows: a. $1,000,000 each occurrence; b. 51,000,000 general aggregate; c. $1,000,000 products and completed operations aggregate; and d. 550,000 any 1 fire. iii. Automobile Liability Automobile liability insurance covering any auto (including owned, hired and non-owned autos) with a minimum limit of 51,000,000 each accident combined single limit. iv. Protected Information Liability insurance covering all loss of State Confidential Information, such as PIL PHI,PCI, Tax Information,and CJI,and claims based on alleged violations of privacy rights through improper use or disclosure of protected information with minimum limits as follows: Document Builder Generated Page 15 of 25 Rev. 12,09,2016 OLA#: 331001606 Routing#: 17-HA4-XC-00093 a. $1,000,000 each occurrence;and b. $2,000,000 general aggregate. v. Professional Liability Insurance Professional liability insurance covering any damages caused by an error,omission or any negligent act with minimum limits as follows: a. $1,000,000 each occurrence;and b. $1,000,000 general aggregate. vi. Crime Insurance Crime insurance including employee dishonesty coverage with minimum limits as follows: a. $1,000,000 each occurrence;and b. $1,000,000 general aggregate. C. Additional Insured The State shall be named as additional insured on all commercial general liability policies (leases and construction contracts require additional insured coverage for completed operations)required of Local Agency and Subcontractors. In the event of cancellation of any commercial general liability policy,the carrier shall provide at least 10 days prior written notice to CDOT. D. Primacy of Coverage Coverage required of Local Agency and each Subcontractor shall be primary over any insurance or self- insurance program carried by Local Agency or the State. E. Cancellation All commercial insurance policies shall include provisions preventing cancellation or non-renewal, except for cancellation based on non-payment of premiums,without at least 30 days prior notice to Local Agency and Local Agency shall forward such notice to the State in accordance with §16 within 7 days of Local Agency's receipt of such notice. F. Subrogation Waiver All commercial insurance policies secured or maintained by Local Agency or its Subcontractors in relation to this Agreement shall include clauses stating that each carrier shall waive all rights of recovery under subrogation or otherwise against Local Agency or the State, its agencies, institutions, organizations,officers,agents,employees,and volunteers. G. Certificates For each commercial insurance plan provided by Local Agency under this Agreement, Local Agency shall provide to the State certificates evidencing Local Agency's insurance coverage required in this Agreement within 7 Business Days following the Effective Date.Local Agency shall provide to the State certificates evidencing Subcontractor insurance coverage required under this Agreement within 7 Business Days following the Effective Date, except that,if Local Agency's subcontract is not in effect as of the Effective Date, Local Agency shall provide to the State certificates showing Subcontractor insurance coverage required under this Agreement within 7 Business Days following Local Agency's execution of the subcontract.No later than 15 days before the expiration date of Local Agency's or any Subcontractor's coverage, Local Agency shall deliver to the State certificates of insurance evidencing renewals of coverage. At any other time during the term of this Agreement, upon request by the State, Local Agency shall, within 7 Business Days following the request by the State, supply to the State evidence satisfactory to the State of compliance with the provisions of this§12. 13. BREACH A. Defined The failure of a Party to perform any of its obligations in accordance with this Agreement, in whole or in part or in a timely or satisfactory manner, shall be a breach.The institution of proceedings under any bankruptcy, insolvency,reorganization or similar law, by or against Local Agency,or the appointment of a receiver or similar officer for Local Agency or any of its property, which is not vacated or fully Document Builder Generated Page 17 of 25 Rev. 12109/1016 OLA F: 331001606 Routing 4: 17-HA4-XC-00093 stayed within 30 days after the institution of such proceeding, shall also constitute a breach. B. Notice and Cure Period In the event of a breach,the aggrieved Party shall give written notice of breach to the other Party. If the notified Party does not cure the breach, at its sole expense, within 30 days after the deliven of written notice, the Party may exercise any of the remedies as described in §14 for that Party. Notwithstanding any provision of this Agreement to the contrary,the State, in its discretion,need not provide notice or a cure period and may immediately terminate this Agreement in whole or in part or institute any other remedy in the Agreement in order to protect the public interest of the State. 14. REMEDIES A. State's Remedies If Local Agency is in breach under any provision of this Agreement and fails to cure such breach, the State,following the notice and cure period set forth in§13.13,shall have all of the remedies listed in this §14.A.in addition to all other remedies set forth in this Agreement or at law.The State may exercise any or all of the remedies available to it,in its discretion,concurrently or consecutively. i. Termination for Breach In the event of Local Agency's uncured breach, the State may terminate this entire Agreement or any part of this Agreement. Local Agency shall continue performance of this Agreement to the extent not terminated, if any. a. Obligations and Rights To the extent specified in any termination notice, Local Agency shall not incur further obligations or render further performance past the effective date of such notice, and shall terminate outstanding orders and subcontracts with third parties.However,Local Agency shall complete and deliver to the State all Work not cancelled by the termination notice, and may incur obligations as necessary to do so within this Agreement's terms. At the request of the State, Local Agency shall assign to the State all of Local Agency's rights, title, and interest in and to such terminated orders or subcontracts. Upon termination, Local Agency shall take timely, reasonable and necessary action to protect and preserve property in the possession of Local Agency but in which the State has an interest.At the State's request, Local Agency shall return materials owned by the State in Local Agency's possession at the time o£any termination. Local Agency shall deliver all completed Work Product and all Work Product that was in the process of completion to the State at the State's request. b. Payments Notwithstanding anything to the contrary,the State shall only pay Local Agency for accepted Work received as of the date of termination.If,after termination by the State,the State agrees that Local Agency was not in breach or that Local Agency's action or inaction was excusable, such termination shall be treated as a termination in the public interest, and the rights and obligations of the Parties shall be as if this Agreement had been terminated in the public interest under§2.C. c. Damages and Withholding Notwithstanding any other remedial action by the State, Local Agency shall remain liable to the State for any damages sustained by the State in connection with any breach by Local Agency, and the State may withhold payment to Local Agency for the purpose of mitigating the State's damages until such time as the exact amount of damages due to the State from Local Agency is determined.The State may withhold any amount that may be due Local Agency as the State deems necessary to protect the State against loss including,without limitation, loss as a result of outstanding liens and excess costs incurred by the State in procuring from third parties replacement Work as cover. ii. Remedies Not Involving Termination The State, in its discretion, may exercise one or more of the following additional remedies: a. Suspend Performance Suspend Local Agency's performance with respect to all or any portion of the Work pending Document 3uilder Generated Page 18 of 25 Rec. 12/09/2016 OLA 4. 331001606 Routmgk, 17-HA4-XC-00093 corrective action as specified by the State without entitling Local Agency to an adjustment in price or cost or an adjustment in the performance schedule. Local Agency shall promptly cease performing Work and incurring costs in accordance with the State's directive, and the State shall not be liable for costs incurred by Local Agency after the suspension of performance. b. Withhold Payment Withhold payment to Local Agency until Local Agency corrects its Work. c. Deny Payment Deny payment for Work not performed, or that due to Local Agency's actions or inactions, cannot be performed or if they were performed are reasonably of no value to the state;provided, that any denial of payment shall be equal to the value of the obligations not performed. d. Removal Demand immediate removal from the Work of any of Local Agency's employees, agents, or Subcontractors from the Work whom the State deems incompetent, careless, insubordinate, unsuitable,or otherwise unacceptable or whose continued relation to this Agreement is deemed by the State to be contrary to the public interest or the State's best interest. e. Intellectual Property If any Work infringes a patent,copyright,trademark,trade secret,or other intellectual property right, Local Agency shall, as approved by the State(a) secure that right to use such Work for the State or Local Agency; (b)replace the Work with noninfringing Work or modify the Work so that it becomes noninfringing; or, (c) remove any infringing Work and refund the amount paid for such Work to the State. B. Local Agency's Remedies If the State is in breach of any provision of this Agreement and does not cure such breach,Local Agency, following the notice and cure period in §13.B and the dispute resolution process in §15 shall have all remedies available at law and equity. 15. DISPUTE RESOLUTION A. Initial Resolution Except as herein specifically provided otherwise,disputes concerning the performance of this Agreement which cannot be resolved by the designated Agreement representatives shall be referred in writing to a senior departmental management staff member designated by the State and a senior manager designated by Local Agency for resolution. B. Resolution of Controversies If the initial resolution described in §15.A fails to resolve the dispute within 10 Business Days, Local Agency shall submit any alleged breach of this Agreement by the State to the purchasing director of CDOT for resolution in accordance with the provisions of§§24.109.101,24.109-106,24-109-107,and 24-109-201 through 24-109-206 C.R.S.,(the"Resolution Statutes"),except that if Local Agency wishes to challenge any decision rendered by the purchasing director, Local Agency's challenge shall be an appeal to the executive director of the Department of Personnel and Administration, or their delegate, under the Resolution Statutes before Local Agency pursues any further action as permitted by such statutes.Except as otherwise stated in this Section,all requirements of the Resolution Statutes shall apply including,without limitation,time limitations. 16. NOTICES AND REPRESENTATIVES Each individual identified below shall be the principal representative of the designating Party. All notices required or permitted to be given under this Agreement shall be in writing,and shall be delivered (i)by hand with receipt required, (ii)by certified or registered mail to such Party's principal representative at the address set forth below or(iii)as an email with read receipt requested to the principal representative at the email address, if any,set forth below,if a Party delivers a notice to another through email and the email is undeliverable,then, unless the Party has been provided with an alternate email contact,the Party delivering the notice shall deliver the notice by hand with receipt required or by certified or registered mail to such Party's principal representative at the address set forth below. Either Party may change its principal representative or principal representative contact information by notice submitted in accordance with this §16 without a formal amendment to this Document Builder Generated Page 19 of 25 Rev. 12/092016 OLA S, 331001606 Routing "-HA4-XC-00093 Agreement.unless otherwise provided in this Agreement,notices shall be effective upon delivery of the written notice. For the State Colorado Department of Transportation(CDOT) Katrina Kloberdanz, Project Manager CDOT Region 4 10601 W. 10th St. Greeley.CO 80634 970-350-2211 katrina.kloberdanz'state.co.us j For the Local Agency CITY OF BOULDER Lindsay Merz,City of Boulder 1101 Arapahoe Ave BOULDER, CO 80302 303-441-1983 merzl@bouldercolorado.gov 17. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION A. Work Product Local Agency assigns to the State and its successors and assigns, the entire right, title, and interest in and to all causes of action, either in law or in equity, for past, present, or future infringement of intellectual property rights related to the Work Product and all works based on, derived from, or incorporating the Work Product. Whether or not Local Agency is under contract with the State at the time, Local Agency shall execute applications, assignments, and other documents, and shall render all other reasonable assistance requested by the State, to enable the State to secure patents, copyrights, licenses and other intellectual property rights related to the Work Product. The Parties intend the Work Product to be works made for hire. i. Copyrights To the extent that the Work Product(or any portion of the Work Product)would not be considered works made for hire under applicable law,Local Agency hereby assigns to the State,the entire right, title, and interest in and to copyrights in all Work Product and all works based upon,derived from, or incorporating the Work Product;all copyright applications,registrations,extensions,or renewals relating to all Work Product and all works based upon, derived from, or incorporating the Work Product;and all moral rights or similar rights with respect to the Work Product throughout the world. To the extent that Local Agency cannot make any of the assignments required by this section,Local .Agency hereby grants to the State a perpetual,irrevocable,royalty-free license to use,modify,copy, publish,display,perform,transfer,distribute,sell,and create derivative works of the Work Product and all works based upon, derived from, or incorporating the Work Product by all means and methods and in any format now known or invented in the future. The State may assign and license its rights under this license. ii. Patents In addition, Local Agency grants to the State (and to recipients of Work Product distributed by or on behalf of the State)a perpetual,worldwide,no-charge,royalty-free,irrevocable patent license to make,have made,use,distribute,sell,offer for sale,import,transfer,and otherwise utilize,operate, modify and propagate the contents of the Work Product. Such license applies only to those patent claims licensable by Local Agency that are necessarily infringed by the Work Product alone, or by the combination of the Work Product with anything else used by the State. B. Exclusive Property of the State Document Guilder Generated Page 20 o 25 Rev, :2.09,'2016 OLA 9 331001606 Routing#. 17-HA4-XC-00093 Except to the extent specifically provided elsewhere in this Agreement,any pre-existing State Records, State software,research,reports,studies,photographs,negatives,or other documents,drawings,models, materials, data, and information shall be the exclusive property of the State (collectively, "State Materials"), Local Agency shall not use, willingly allow, cause or permit Work Product or State Materials to be used for any purpose other than the performance of Local Agency's obligations in this Agreement without the prior written consent of the State. Upon termination of this Agreement for any reason, Local Agency shall provide all Work Product and State Materials to the State in a form and manner as directed by the State. 18. GOVERNMENTAL IMMUNITY Liability for claims for injuries to persons or property arising from the negligence of the Parties, their departments, boards, commissions committees, bureaus, offices, employees and officials shall be controlled and limited by the provisions of the GIA;the Federal Tort Claims Act,28 U.S.C.Pt.VI,Ch. 171 and 28 U.S.C. 1346(b),and the State's risk management statutes, §§24-30-1501,etseq. C.R.S. 19. STATEWIDE CONTRACT MANAGEMENT SYSTEM If the maximum amount payable to Local Agency under this Agreement is$100,000 or greater, either on the Effective Date or at anytime thereafter,this§19 shall apply.Local Agency agrees to be governed by and comply with the provisions of §24-102-205, §24-102-206, §24-103-601, §24-103.5-101 and §24-105-102 C.R.S. regarding the monitoring of vendor performance and the reporting of contract performance information in the State's contract management system ("Contract Management System" or "CMS"). Local Agency's performance shall be subject to evaluation and review in accordance with the terms and conditions of this Agreement, Colorado statutes governing CMS,and State Fiscal Rules and State Controller policies. 20. GENERAL PROVISIONS A. Assignment Local Agency's rights and obligations under this Agreement are personal and may not be transferred or assigned without the prior, written consent of the State. Any attempt at assignment or transfer without such consent shall be void. Any assignment or transfer of Local Agency's rights and obligations approved by the State shall be subject to the provisions of this Agreement B. Subcontracts Local Agency shall not enter into any subcontract in connection with its obligations under this Agreement without the prior, written approval of the State. Local Agency shall submit to the State a copy of each such subcontract upon request by the State.All subcontracts entered into by Local Agency in connection with this Agreement shall comply with all applicable federal and state laws and regulations,shall provide that they are governed by the laws ofthe State of Colorado,and shall be subject to all provisions of this Agreement. C. Binding Effect Except as otherwise provided in §20.A. all provisions of this Agreement, including the benefits and burdens, shall extend to and be binding upon the Parties'respective successors and assigns. D. Authority Each Party represents and warrants to the other that the execution and delivery of this Agreement and the performance of such Party's obligations have been duly authorized. E. Captions and References The captions and headings in this Agreement are for convenience of reference only, and shall not be used to interpret, define, or limit its provisions. All references in this Agreement to sections (whether spelled out or using the§ symbol),subsections,exhibits or other attachments,are references to sections, subsections, exhibits or other attachments contained herein or incorporated as a part hereof, unless otherwise noted. F. Counterparts This Agreement may be executed in multiple, identical, original counterparts, each of which shall be deemed to be an original, but all of which,taken together,shall constitute one and the same agreement. G. Entire Understanding Document Builder 0encrated Page 21 of 25 Rev. 12/090016 OLAP: 331001606 Routing#. 17-HA4-XC-00093 This Agreement represents the complete integration of all understandings between the Parties related to the Work, and all prior representations and understandings related to the Work, oral or written, are merged into this Agreement. Prior or contemporaneous additions, deletions, or other changes to this Agreement shall not have any force or effect whatsoever, unless embodied herein. H. Jurisdiction and Venue All suits or actions related to this Agreement shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the City and County of Denver. I. Modification Except as otherwise provided in this Agreement. any modification to this Agreement shall only be effective if agreed to in a formal amendment to this Agreement, properly executed and approved in accordance with applicable Colorado State law and State Fiscal Rules. N.-Modifications permitted under this Agreement, other than contract amendments, shall conform to the policies promulgated by the Colorado State Controller, J. Statutes,Regulations,Fiscal Rules, and Other Authority. Any reference in this Agreement to a statute,regulation,State Fiscal Rule,fiscal policy or other authority shall be interpreted to refer to such authority then current,as may have been changed or amended since the Effective Date of this Agreement. K. Order of Precedence In the event of a conflict or inconsistency between this Agreement and any exhibits or attachment such conflict or inconsistency shall be resolved by reference to the documents in the following order of priority: i. Colorado Special Provisions in the main body of this Agreement. ii. The provisions of the other sections of the main body of this Agreement, iii Exhibit A, Statement of Work. iv. Exhibit D,Local Agency Resolution. v. Exhibit C,Funding Provisions. vi. Exhibit B, Sample Option Letter. vii. Exhibit E,Local Agency Contract Administration Checklist. viii.Other exhibits in descending order of their attachment. L. Severability The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect, provided that the Parties can continue to perform their obligations under this Agreement in accordance with the intent of the Agreement. M. Survival of Certain Agreement Terms Any provision of this Agreement that imposes an obligation on a Party after termination or expiration of the Agreement shall survive the termination or expiration of the Agreement and shall be enforceable by the other Partv. N. Taxes The State is exempt from federal excise taxes under I.R.C. Chapter 32 (26 U.S.C., Subtitle D, Ch. 32) (Federal Excise Tax Exemption Certificate of Registry No. 84-730123K) and from State and local government sales and use taxes under §§39-26-704(1), et seq. C.R.S. (Colorado Sales Tax Exemption Identification Number 98-02565). The State shall not be liable for the payment of any excise, sales, or use taxes, regardless of whether any political subdivision of the state imposes such taxes on Local Agency, Local Agency shall be solely responsible for any exemptions from the collection of excise,sales or use taxes that Local Agency may wish to have in place in connection with this Agreement. N. Third Parry Beneficiaries Document Builder Generated Page 22 of 25 Rev. 12/09,"1016 OLA*: 331001606 Routing'4, 17-HA4-XC-00093 Except for the Parties' respective successors and assigns described in §20.C,this Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than the Parties. Enforcement ofthis Agreement and all rights and obligations hereunder are reserved solely to the Parties. Any services or benefits which third parties receive as a result of this Agreement are incidental to the Agreement,and do not create any rights for such third parties. O. Waiver A Party's failure or delay in exercising any right, power, or privilege under this Agreement, whether explicit or by lack of enforcement, shall not operate as a waiver, nor shall any single or partial exercise of any right,power,or privilege preclude any other or further exercise of such right,power,or privilege. P. CORA Disclosure To the extent not prohibited by federal law,this Agreement and the performance measures and standards required under§24-103.5.101 C.R.S., if any,are subject to public release through the CORA. Q. Standard and Manner of Performance Local Agency shall perform its obligations under this Agreement in accordance with the highest standards of care,skill and diligence in Local Agency's industry,trade,or profession. R. Licenses,Permits,and Other Authorizations, Local Agency shall secure, prior to the Effective Date, and maintain at all times during the term of this Agreement, at its sole expense,all licenses, certifications, permits, and other authorizations required to perform its obligations under this Agreement, and shall ensure that all employees, agents and Subcontractors secure and maintain at all times during the term of their employment, agency or subcontract, all license, certifications, permits and other authorizations required to perform their obligations in relation to this Agreement. 21. COLORADO SPECIAL PROVISIONS These Special Provisions apply to all contracts except where noted in italics. A. CONTROLLER'S APPROVAL.§24-30-202(1),C.R.S. This Agreement shall not be valid until it has been approved by the Colorado State Controller or designee. B. FUND AVAILABILITY.§24-30-202(5.5),C.R.S. Financial obligations of the State payable after the current State Fiscal Year are contingent upon funds for that purpose being appropriated,budgeted,and otherwise made available. C. GOVERNMENTAL IMMUNITY. No term or condition of this Agreement shall be construed or interpreted as a waiver,express or implied, of any of the immunities,rights,benefits,protections,or other provisions,of the Colorado Governmental Immunity Act,§24-10-101 el seq. C.R.S.,or the Federal Tort Claims Act,28 U.S.C.Pt. VI,Ch. 171 and 28 U.S.C. 1346(b). D. INDEPENDENT CONTRACTOR Local Agency shall perform its duties hereunder as an independent contractor and not as an employee. Neither Local Agency nor any agent or employee of Local Agency shall be deemed to be an agent or employee of the State. Local Agency and its employees and agents are not entitled to unemployment insurance or workers compensation benefits through the State and the State shall not pay for or otherwise provide such coverage for Local Agency or any of its agents or employees. Unemployment insurance benefits will be available to Local Agency and its employees and agents only if such coverage is made available by Local Agency or a third party.Local Agency shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this Agreement. Local Agency shall not have authorization,express or implied,to bind the State to any agreement,liability or understanding, except as expressly set forth herein. Local Agency shall (i) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law, (it)provide proof thereof when requested by the State, and (iii) be solely responsible for its acts and those of its employees and agents. Document Builder Generated Page 23 of 25 Rev. 12/09/2016 OLA 4: 331001606 Rcutiog s 17-HA4-XC-00093 E. COMPLIANCE WITH LAW. Local Agency shall strictly comply with all applicable federal and State laws, rules, and regulations in effect or hereafter established,including,without limitation,laws applicable to discrimination and unfair employment practices. F. CHOICE OF LAW. Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, rules, and regulations shall be null and void. Any provision incorporated herein by reference which purports to negate this or any other Special Provision in whole or in part shall not be valid or enforceable or available in any action at law,whether by way of complaint, defense,or otherwise.Any provision rendered null and void by the operation of this provision shall not invalidate the remainder of this Agreement,to the extent capable of execution. G. BINDING ARBITRATION PROHIBITED. The State of Colorado does not agree to binding arbitration by any extra-judicial body or person. Any provision to the contrary in this Agreement or incorporated herein by reference shall be null and void. H. SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00. State or other public funds payable under this Agreement shall not be used for the acquisition,operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions.Local Agency hereby certifies and warrants that,during the term of this Agreement and any extensions, Local Agency has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. if the State determines that Local Agency is in violation of this provision, the State may exercise any remedy available at law or in equity or under this Agreement, including,without limitation,immediate termination of this Agreement and any remedy consistent with federal copyright laws or applicable licensing restrictions. I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24.18.201 and 24-50-507, C.R.S. The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest whatsoever in the service or property described in this Agreement.Local Agency has no interest and shall not acquire any interest,direct or indirect,that would conflict in any manner or degree with the performance of Local Agency's services and Local Agency shall not employ any person having such known interests. 22. FEDERAL REQUIREMENTS Local Agency and/or their contractors, subcontractors,and consultants shall at all times during the execution of this.Agreement strictly adhere to,and comply with,all applicable federal and State laws,and their implementing regulations, as they currently exist and may hereafter be amended.A summary of applicable federal provisions are attached hereto as Exhibit F,Exhibit 1,Exhibit J, Exhibit K and Exhibit M are hereby incorporated by this reference. 23. DISADVANTAGED BUSINESS ENTERPRISE (DBE) Local Agency will comply with all requirements of Exhibit G and Local Agency Contract Administration Checklist regarding DBE requirements for the Work except that if Local Agency desires to use its own DBE program to implement and administer the DBE provisions of 49 C.F.R. Part 26 under this.Agreement, it must submit a copy of its program's requirements to the State for review and approval before the execution of this Agreement.If Local Agency uses any State-approved DBE program for this Agreement,Local Agency shall be solely responsible to defend that DBE program and its use of that program against all legal and other challenges or complaints, at its sole cost and expense. Such responsibility includes,without limitation, determinations concerning DBE eligibility requirements and certification, adequate legal and factual bases for DBE goals and good faith efforts. State approval(if provided)of Local Agency's DBE program does not waive or modify the sole responsibility of Local .Agency for use of its program. 24. DISPUTES Except as otherwise provided in this Agreement,any dispute concerning a question of fact arising under this Agreement which is not disposed of by agreement shall be decided by the Chief Engineer of the Department Docrment Builder Generated Page 24 0`.25 Rev, 12/09/2016 OLA#. 331001606 Routing g 17-HA3-XC-00093 of Transportation. The decision of the Chief Engineer will be final and conclusive unless,within 30 calendar days after the date of receipt of a copy of such written decision,Local Agency mails or otherwise furnishes to the State a written appeal addressed to the Executive Director of CDOT.In connection with any appeal proceeding under this clause, Local Agency shall be afforded an opportunity to be heard and to offer evidence in support of its appeal.Pending final decision of a dispute hereunder,Local Agency shall proceed diligently with the performance of this Agreement in accordance with the Chief Engineer's decision. The decision of the Executive Director or his duly authorized representative for the determination of such appeals shall be final and conclusive and serve as final agency action.This dispute clause does not preclude consideration of questions of law in connection with decisions provided for herein.Nothing in this Agreement,however,shall be construed as making final the decision of any administrative official,representative,or board on a question of law. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK Document Builder Generated Page 25 of 25 Rev. 12/09/2016 EXHIBIT A, STATEMENT OF WORK Scope of Work: The Colorado Department of Transportation (#CDOT#) will oversee the City of Boulder for the design and construction of sidewalk, bicycle, and roadway drainage improvements on 19'•h Street from Sumac to Norwood Avenues and the conceptual design of improvements from Sumac to Yarmouth Ave (hereinafter referred to as "the work"). The work will take place on both sides of 1 g1 Street. The work will include construction of a 5' wide concrete sidewalk, replacement of substandard curb ramps, bicycle lane installation, and improvements to roadway drainage. CDOT and the City of Boulder believe it will be beneficial to perform this work because it aligns with the Missing Sidewalks Links Program and Boulder Transportation Master Plan and will replace substandard curb ramps. This work will conform to all applicable city, state, and federal regulations. A combined FIR/FOR is planned for late 2017 and construction work will begin in mid-2018. The construction phase will be completed by the period of performance end date agreed upon by CDOT and the City of Boulder project manager. The construction phase end date will be established at the time of construction authorization. Exhibit A—Page I of 3 EXHIBIT B, SAMPLE OPTION LETTER State Agency Option Letter Number Department of Transportation ZOPTLETNUM Local Agency Agreement Routing Number ZVENDORNAME ZSMARTNO Agreement Maximum Amount Initial term State Fiscal Year ZFYY_1 S ZFYA_1 Extension terms Agreement Effective Date State Fiscal Year ZFYY_2 S ZFYA_2 The later of the effective date or ZSTARTDATEX State Fiscal Year ZFYY 3 $ZFYA 3 State Fiscal Year ZFYY_4 $ZFYA_4 State Fiscal Year ZFYY_5 $ZFYA_5 Current Agreement Expiration Date Total for all state fiscal years $ ZTERMDATEX ZPERSVC_MAX AMOL NT 1.OPTIONS: A.Option to extend for an Extension Term B.Option to unilaterally authorize the Local Agency to begin a phase which may include Design,Construction, Environmental,Utilities,ROW incidentals or Miscellaneous ONLY(does not apply to Acquisition/Relocation or Railroads)and to update encumbrance amounts(a new Exhibit C must be attached with the option letter and shall be labeled C-1,future changes for this option shall be labeled as follows: C-2,C-3,C-4,etc.). C.Option to unilaterally transfer funds from one phase to another phase(a new Exhibit C must be attached with the option letter and shall be labeled C-1, future changes for this option shall be labeled as follows: C-2, C-3, C-4,etc.). D.Option to unilaterally do both A and B(a new Exhibit C must be attached with the option letter and shall be labeled C-1, future changes for this option shall be labeled as follows: C-2, C-3, C-4,etc.). E. Option to update a Phase Performance Period and/or Modify OMB Uniform Guidance Information. 2. REQUIRED PROVISIONS: Option A In accordance with Section 2,C of the Original Agreement referenced above,the State hereby exercises its option for an additional term,beginning on (insert date) and ending on the current contract expiration date shown above,under the same funding provisions stated in the Original Contract Exhibit C,as amended. Option B In accordance with Section 7,E of the Original Agreement referenced above,the State hereby excerises its option to authorize the Local Agency to begin a phase that will include(describe which phase will be added and include all that apply—Design, Construction, Environmental, Utilities, ROW incidentals or Miscellaneous)and to encumber previously budgeted funds for the phase based upon changes in funding availability and authorization.The encumbrance for(Design, Construction, Environmental, Utilities, ROW incidentals or jlfiscellaneous)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 lab/ed as follows: G2, G9, G4, etc.). Option C In accordance with Section 7,E of the Original Agreement referenced above,the State hereby excerises its option to authorize the Local Agency to transfer funds from(describe phase from which funds will be moved to(describe phase to Exhibit B-Page 1 of 2 which f mos will be moved)based on variance in actual phase costs and original phase estimates. .A new Exhibit C-1 is made part of the original Agreement and replaces Exhibit C. Option D In accordance with Section 7,E of the Original Agreement referenced above,the State hereby excerises its option to authorize the Local Agency to begin a phase that will include(describe which phase will be added and include all that apply—Design, Construction, Environmental, utilities, ROW incidentals or Miscellaneous);2)to encumber funds for the phase based upon changes in funding availability and authorization; and 3)to transfer funds from(,describe 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./ollowing language must be included on ALL options): The Agreement Maximum Amount table on the Contract's Signature and Cover Page is hereby deleted and replaced with the Current Agreement Maximum Amount table shown above, Option E In accordance with Section 7,E of the Original Agreement referenced above,the State hereby excerises its option to authorize the Local Agency to update a Phase Performance Period and/or Modify'OMB Uniform Guidance Information. A new Exhibit C-1 is made part of the original Agreement and replaces Exhibit C. 3. OPTION EFFECTIVE DATE: The effective date of this option letter is upon approval of the State Controller 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 BY: Date: Exhibit B - Paae 2 of 2 EXHIBIT C —FUNDING PROVISIONS PROJECT#TAP M110-105 (SUBACCOUNT#20814) A. Cost of Work Estimate The Local Agency has estimated the total cost the Work to be$1,326,500.00,which is to be funded as follows: 1. BUDGETED FUNDS a. Federal Funds $1,061,200.00 (80.00%of Participating Costs) b. Local Agency Matching Funds S265,300.00 (20.00%of Participating Costs) TOTAL BUDGETED FUNDS $ 1,326,500.00 2. OMB UNIFORM GUIDANCE a. Federal Award Identification Number(FAIN): TBD It. Federal Award Date(also Phase Performance Start Date): See Below c. Amount of Federal Funds Obligated by this Action: $0.00 d. Total Amount of Federal Award: $ 1,061,200.00 e. Name of Federal Awarding Agency: FHWA f. CFDA Number CFDA 20.205 g. Is the Award for R&D? No h. Indirect Cost Rate(if applicable) N/A 3. ESTIMATED PAYMENT TO LOCAL AGENCY a. Federal Funds Budgeted $ 1,061,200.00 b. Less Estimated Federal Share of CDOT-Incurred Costs $0.00 TOTAL ESTIMATED PAYMENT TO LOCAL AGENCY $ 1,061,200.00 4. FOR CDOT ENCUMBRANCE PURPOSES a. Total Encumbrance Amount $0.00 b. Less ROW Acquisition 3111 and/or ROW Relocation 3109 $0.00 Net to be encumbered as follows: $0.00 Note:No phase funds are cunenity avoilaole.Design,Construction,ROW,aid Mlsc.funds x111 become available after federal au bonaetion and execution of an Option-after(Eshibit B)or formal Mandmenl. Performance Period Start-/End Date WBS Element 20814.1030 TBD Design 3020 $0.00 WBS Element 20814.10.50 Misc 3404 $0.00 WBS Element 20814.20.10 Construct 3301 $0.00 Exhibit C-Page 1 of 2 B. Matching Funds The matching ratio for the federal participating funds for this `'ork is 50.0046 federal-aid funds to 20.00%Local Agency fiords.it being understood that such ratio applies only to the 51,326,500.00 That is eligible for federal participation,it being further understood that al!non-participating costs are borne by the Local Agency at 1000,v.If the total participating cost of performance of the work exceeds S 1,326,500.00,and additional federal Sands are made available for the work,the Local Agency shall pa} 20.00"6 of all such costs eligible for federal.participation and 10006 of all non-participating costs; if additional federal funds are not made available,the Local Agency Shaft pay all src? excess costs.If the total participating cost of performance of the work is less than S 1,326.500.00,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 Pavable The maximum amount payable to the Local Agency under this Agreement shall be $1,061,200,00(for CDOT accounting purposes,the federal funds of$1,061,200.00 and the Local Agency matching funds of$265,300.00 will be encumbered for a total encumbrance of$1;326,500.00),unless such amount is increased by an appropriate ty:itten modification to this Agreement executed before any increased cost is incurred. It is understood and agreed by the parties hereto that the total cost of the Work stated hereinbefore is the best estimate available,based on the design data as approved at the time of execution of this Agreement, and that such cost is subject to revisions(in accord with the procedure in the previous sentence)agreeable to the parties prior to bid and award, The maximum amount payable shall be reduced without amendment when the actual amount of the Local Agency's awarded contract is less than the budgeted total of the federal participating funds and the Local Agency matching funds. The maximum amount payable shall be reduced through the execution of an Option Letter as described in Section 7. E, of this contract. D. Single Audit Act Amendment All state and local government and non-profit organizations receiving more than$750,000 from all finding sources defined as federal financial assistance for Single.audit Act Amendment purposes shall comply with the audit requirements of 2 CFR part 200,subpart F(Audit Requirements)see also,49 C.F.R. 18.20 through 18.26.The Single Audit Act Amendment requirements applicable to the Local Agency receiving federal funds are as follows, L Expenditure less than $750,000 If the Local Agency expends less than$750,000 in Federal funds(all federal sources, nctjust Highway funds)in its fiscal year then this requirement does not apply. it. Expenditure of$75+0,000 or more-Highway Funds Only If the Local Agency expends$750,000 or more,in Federal funds,but only received federal Highway funds(Catalog of Federal Domestic Assistance.CFDA 20.205) then a program specific audit shall be performed. This audit will examine the"financial"procedures and processes for this program area. iii. Expenditure of$750,000 or more-Multiple Funding Sources If the Local Agency expends 5750,000 or more in Federal funds, and the Federal funds are from multiple sources(FTA,HOD,NPS, etc.)then the Single Audit Act applies,which is an audit on the entire organization/entity. IV. Independent CPA Single Audit shall only be conducted by an independent CPA,not by an auditor on staff. An audit is an allowable direct or indirect cost. Exhibit C-Page 2 of 2 EXHIBIT D, LOCAL AGENCY RESOLUTION EXHIBIT E, LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST The following checklist has been developed to ensure that all required aspects of a project approved for Federal funding have been addressed and a responsible party assigned for each task. After a project has been approved for Federal funding in the Statewide Transportation Improvement Program, the Colorado Department of Transportation (CDOT) Project Manager, Local Agency Project Manager, and CDOT Resident Engineer prepare the checklist. It becomes a part of the contractual agreement between the Local Agency and CDOT.The CDOT Agreements Unit will not process a Local Agency agreement without this completed checklist. It will be reviewed at the Final Office Review meeting to ensure that ail parties remain in agreement as to who is responsible for performing individual tasks. xvii Exhibit E—Page 1 of 5 COLORADO DEPARTMENT OF TRANSPORTATION LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST Project No. STIP No. Project Code Region TAP M110-105 SNF5788.042 20814 04 Project Location Date 19' Street from Sumac to Norwood Ave 5/27/2016 Project Description Sidewalk construction, bike lane installation, and drainage improvements Local Agency Local Agency Project Manager City of Boulder Lindsay Merz COOT Resident Engineer CDOT Project Manager Katrina Kloberdanz Katrina Kloberdanz INSTRUCTIONS: This checklist shall be utilized to establish the contract administration responsibilities of the individual parties to this agreement. The checklist becomes an attachment to the Local Agency agreement. Section numbers correspond to the applicable chapters of the CDOT Local Agency Manual. The checklist shall be prepared by placing an"X"under the responsible party, opposite each of the tasks. The"X"denotes the party responsible for initiating and executing the task.When neither CDOT nor the Local Agency is responsible for a task, not applicable(NA)shall be noted. In addition, a"#"will denote that COOT must concur or approve. Tasks that will be performed by Headquarters staff will be indicated. The Regions, in accordance with established policies and procedures,will determine who will perform all other tasks that are the responsibility of CDOT. The checklist shall be prepared by the CDOT Resident Engineer or the CDOT Project Manager, in cooperation with the Local Agency Project Manager, and submitted to the Region Program Engineer. If contract administration responsibilities change, the CDOT Resident Engineer, in cooperation with the Local Agency Project Manager,will prepare and distribute a revised checklist. RESPONSIBLE NO. DESCRIPTION OF TASK PARTY LA CDOT v. TIP/ STIP AND LONG-RANGE PLANS 2-1 1 Review Project to ensure consistency with STIP and amendments thereto X FEDERAL FUNDING OBLIGATION AND AUTHORIZATION 4-1 Authorize funding by phases(CDOT Form 418-Federal-aid Program Data,Requires FHWA X concu rren cell nvolvement A. PROJECT DEVELOPMENT 5-1 Prepare Design Data-CDOT Form 463 # X 5-2 Prepare Local Agency/CDOT Inter-Governmental Agreement see also Chapter 3 # X 5.3 Conduct Consultant Selection/Execute Consultant Agreement X 5-4 Conduct Design Scoping Review meeting X 5-5 Conduct Public Involvement X 5-6 Conduct Field Inspection Review FIR X 5-7 Conduct Environmental Processes(may require FHWA concurrence/involvement X 5-8 Acquire Right-of-Way ma require FHWA concurrence/involvement X # 5-9 1 Obtain Utility and Railroad Agreements X 5-10 Conduct Final Office Review FOR X 5-11 Justify Force Account Work by the Local Agency X # 5-12 Justify Proprietary, Sole Source, or Local Agency Furnished items X # 5-13 Document Design Exceptions-CDOT Farm 464 X # 5-14 Prepare Plans, Specifications and Construction Cost Estimates X # 5-15 Ensure Authorization of Funds for Construction X vii. viii. PROJECT DEVELOPMENT CIVIL RIGHTS AND LABOR COMPLIANCE CDOT Form 1243 09106 Previous editions are obsolete and may not be used Exhibit E—Page 2 of 5 RESPONSIBLE NO. i DESCRIPTION OF TASK PARTY i LA CDOT 5-1 Set Disadvantaged Business Enterprise (DBE) Goals for Consultant and Construction i X Contracts iCDOT Region EEO/Civil Rights Specialist) 5-2 Determine Applicability of Davis-Bacon Act i This project❑ is® is not exempt from Davis-Bacon requirements as determined by the X functional classification of the project location (Projects located on local roads and rural f minor collectors may be exempt.) Katrina Kloberdan2 12/1/2016 CDOT Resident Engineer(Signature on File) Date 6-3 Set On-the-Job Training Goats. X 6-4 Title VI Assurances i X Ensure the correct Federal Wage Decision, all required Disadvantaged Business Enterprise/Cir-the-Job Training special provisions and FHWA Form 1273 are included in the A d, X Contract(CDOT Resident Engineer) ix. ADVERTISE, BID AND AWARD 7-1 1 Obtain Approval for Advertisement Period of Less Than Three Weeks X # 7-2 1 Advertise for Bids X 7-3 Distribute 'Advertisement Set'of Plans and Specifications X 7-4 Review Worksite and Plan Details with Prospective Bidders While Project is Under X Advertisement 7-5 ! Open Bids X 7-6 Process Bids for Compliance X Check CDOT Form 1415-Certificate of Proposed DBE Participation when the low bidder meets DBE goals X Evaluate CDOT Form 1416-DBE Good Faith Effort Documentation and determine if the Contractor has made a good faith effort when the low bidder does not meet DBE goals X Submit required documentation for CDOT award concurrence X 7-7 Concurrence from CDOT to Award X 7-8 Approve Rejection of Low Bidder X 7-9 Award Contract X # 7-10 Provide"Award" and 'Record"Sets of Plans and Specifications X 1 x. CONSTRUCTION MANAGEMENT 8-1 Issue Notice to Proceed to the Contractor X 8-2 Proect Safet X 8-3 Conduct Conferences: ! _ Pre-construction Conference (Appendix 6) X 1 Presurvey • Construction staking X • Monumentation X Partnering (Optional) X - Structural Concrete Pre-Pour(Agenda is in CDOT Construction Manua! X Concrete Pavement Pre-Pavia (Agenda!s in CDOT Construction Manual) X HMA Pre-Pavia (Agenda is in CDOT Construction Manual) X 8-4 Develop and distribute Public Notice of Planned Construction to media and local residents X 8-5 Supervise Construction A Professional Engineer(PE) registered in Colorado, who will be"In responsible charge of construction supervision." Lindsay Merz (303)441-1983 X Local Agency Professional Engineer or Phone number Ij' CDOT Resident Engineer � I Provide competent, experienced staff who will ensure the Contract work is constructed accordance with the plans ands specifications t Const Lotion inspection and documentation X 8-6 1 Approve Shop Drawings ' X 8-7 Perform Traffic Control Inspections X # Exhibit E—Page 3 of 5 CDOT Form 1243 09106 Previous editions are obsolete and may not be used RESPONSIBLE NO. DESCRIPTION OF TASK PARTY LA CDOT 8-8 Perform Construction Surveying X 8-9 Monument Ri ht-of-Wa 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. Lindsay Merz (303)441-1983 Local Agency Representative Phone number 8-11 Pre are and Approve Interim and Final Utili /Railroad Billings X 8-12 Prepare Local Agency Reimbursement Requests X 8-13 Prepare and Authorize Change Orders X # 8-14 Approve All Chane Orders X 8-15 Monitor Project Financial Status X 8-16 Prepare and Submit Monthly Progress Reports X 8-17 Resolve Contractor Claims and Disputes X 8-18 Conduct Routine and Random Project Reviews Provide the name and phone number of the person responsible for this task. X Katrina Kloberdanz 970-350-2211 CDOT Resident Engineer Phone number xi. xii, MATERIALS 9-1 Discuss Materials at Preconstruction Meeting X -Buy America documentation prior to installation of steel 9-2 Complete CDOT Form 250-Materials Documentation Record • Generate form,which includes determining the minimum number of required tests and X applicable material submittals for all materials placed on the project • Update the form as work progresses X • Complete and distribute form after work is completed X 9-3 Perform Project Acceptance Samples and Tests X 9-4 Perform Laboratory Verification Tests X 9-5 Accept Manufactured Products X Inspection of structural components, • Fabrication of structural steel and pre-stressed concrete structural components X • Bridge modular expansion devices(0"to 6"or greater) X • Fabrication of bearing devices X 9.6 Approve Sources of Materials X 9-7 Independent Assurance Testing(IAT), Local Agency Procedures CDOT Procedures • Generate IAT schedule X • Schedule and provide notification X • Conduct IAT X 9-8 Approve Mix Designs • Concrete X # • Hot Mix As halt X # 9-9 Check Final Materials Documentation X 9-10 Complete and Distribute Final Materials Documentation X Exhibit E—Page 4 of 5 CDOT Form 1243 09106 Previous editions are obsolete and may not be used j xiii. CONSTRUCTION-CIVIL RIGHTS AND LABOR COMPLIANCE ; i0-1 Fulfill Project Bulletin Board and Pre-construction Packet Requirements E X 10-2 Process COOT Form 205b -Sublet Permit Application Review and sign completed COOT Form 205 for each subcontractor, and submit to X EEO/Civil R:' n's Specialist 10-3 Conduct Equal Employment Opportunity and Labor Compliance Verification Employee X Interviews, Complete COOT Form 280 10-4 Monitor Disadvantaged Business Enterprise Participation to Ensure Compliance with the X ' 'Commercially Useful Function" requirements 10-5 Conduct Interviews When. Project Utilizes On-the-Job Trainees. Complete COOT Form 200- X { OJT Trairing Questionnaire 10-8 Check Certified Payrolls Contact the Region EEO/Civil Rights Specialists for trainingrequirements.) X # 10-7 Submit FHWA Form 1391 -Highway Construction Contractor's Annual EEO Report X xiv. xv. FINALS i 11-1 1 Conduct Final Project Inspection. Complete and submit COOT Form 1212-Final X # Acce tance Report(Resident Engineer with mandato ryLocal Agency participation.) ) 11-2 Write Final Project Acceptance Letter X 11-3 Advertise for Final Settlement i X 11-4 Prepare and Distribute Final As-Constructed Plans 1 X 11-5 Preoare EEO Certification I X 11-5 Check Final Quantities,Plans and Pay Estimate: Check Project Documentation; and submit X ' Final Certifications 11-7 1 Check Material Documentation and Accept Final Material Certification See Chapter 9 X 11-8 Obtain COOT Form 1419-Contractor DBE Payment Certification from the Contactor and X submit to the Resident Engineer(Quarterly) 11-9 Obtain FHWA Form 47 -Statement of Materials and Labor Used ... from the Contractor NA 11-10 Process Finai Payment X 11-11 Complete and Submit COOT Form 950- Project Closure X 11-12 Retain Project Records for Six Years from Date of Project Closure X X 11-13 Retain Final Version of Local Agency Contract Administration Checklist X X cc: COOT Resident Engineer/Project Manager COOT Region Program Engineer COOT Region EEO/Civil Rights Specialist COOT Region Materials Engineer COOT Contracts and Market Analysis Branch Local Agency Project Manager Exhibit E—Page 5 of 5 EXHIBIT F, CERTIFICATION FOR FEDERAL-AID CONTRACTS The Local Agency certifies, by signing this Agreement, to the best of its knowledge and belief, that: No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, Agreement, loan, or cooperative agreement. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer of Congress, or an employee of a Member of Congress in connection with this Federal contract, Agreement, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, 'Disclosure Form to Report Lobbying," in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agree by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts,which exceed $100,000 and that all such sub-recipients shall certify and disclose accordingly. Exhibit F—Page 1 of 1 EXHIBIT G, DISADVANTAGED BUSINESS ENTERPRISE SECTION 1. Policv. It is the policy of the Colorado Department of Transportation (CDOT)that disadvantaged business enterprises shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with Federal funds under this agreement, pursuant to 49 CFR Part 26. Consequently; the 49 CFR Part IE DBE requirements the Colorado Department of Transportation DBE Program (or a Local Agency DBE Program approved in advance by the State) apply to this agreement. SECTION 2. DBE Obligation. The recipient or its the Local Agency agrees to ensure that disadvantaged business enterprises as determined by the Office of Certification at the Colorado Department of Regulatory Agencies have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with Federal funds provided under this agreement. In this regard,all participants or contractors shall take all necessary and reasonable steps in accordance with the CDOT DBE program (or a Local Agency DBE Program approved in advance by the State) to ensure that disadvantaged business enterprises have the maximum opportunity to compete for and perform contracts. Recipients and their contractors shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of CDOT assisted contracts. SECTION 3 DBE Program. The Local Agency (sub-recipient) shall be responsible for obtaining the Disadvantaged Business Enterprise Program of the Colorado Department of Transportation, 1988, as amended, and shall comply with the applicable provisions of the program. (If applicable). A copy of the DBE Program is available from and will be mailed to the Local Agency upon request: Business Programs Office Colorado Department of Transportation 4201 East Arkansas Avenue: Room 287 Denver, Colorado 80222-3400 Phone: (303) 757-9234 REVISED 1/22/98 REQUIRED BY 49 CFR PART 26 Exhibit G-Page 1 of 1 EXHIBIT H, LOCAL AGENCY PROCEDURES FOR CONSULTANT SERVICES Title 23 Code of Federal Regulations (CFR) 172 applies to a federally funded local agency project agreement administered by CDOT that involves professional consultant services. 23 CFR 172.1 states "The policies and procedures involve federally funded contracts for engineering and design related services for projects subject to the provisions of 23 U.S.C. 112(a) and are issued to ensure that a qualified consultant is obtained through an equitable selection process, that prescribed work is properly accomplished in a timely manner, and at fair and reasonable cost" and according to 23 CFR 172.5 "Price shall not be used as a factor in the analysis and selection phase."Therefore, local agencies must comply with these CFR requirements when obtaining professional consultant services under a federally funded consultant contract administered by CDOT. CDOT has formulated its procedures in Procedural Directive (P.D.) 400.1 and the related operations guidebook titled"Obtaining Professional Consultant Services".This directive and guidebook incorporate requirements from both Federal and State regulations, i.e., 23 CFR 172 and CRS §24-30-1401 et seq. Copies of the directive and the guidebook may be obtained upon request from CDOT's Agreements and Consultant Management Unit. [Local agencies should have their own written procedures on file for each method of procurement that addresses the items in 23 CFR 172]. Because the procedures and laws described in the Procedural Directive and the guidebook are quite lengthy, the subsequent steps serve as a short-hand guide to CDOT procedures that a local agency must follow in obtaining professional consultant services. This guidance follows the format of 23 CFR 172. The steps are: 1. The contracting local agency shall document the need for obtaining professional services. 2. Prior to solicitation for consultant services, the contracting local agency shall develop a detailed scope of work and a list of evaluation factors and their relative importance. The evaluation factors are those identified in C.R.S. 24-30-1403. Also, a detailed cost estimate should be prepared for use during negotiations. 3. The contracting agency must advertise for contracts in conformity with the requirements of C.R.S. 24-30-1405. The public notice period,when such notice is required, is a minimum of 15 days prior to the selection of the three most qualified firms and the advertising should be done in one or more daily newspapers of general circulation. 4. The request for consultant services should include the scope of work, the evaluation factors and their relative importance, the method of payment, and the goal of 10% for Disadvantaged Business Enterprise (DBE) participation as a minimum for the project. 5. The analysis and selection of the consultants shall be done in accordance with CRS §24-30-1403. This section of the regulation identifies the criteria to be used in the evaluation of CDOT pre- qualified prime consultants and their team. It also shows which criteria are used to short-list and to make a final selection. The short-list is based on the following evaluation factors: a. Qualifications, b. Approach to the Work, c. Ability to furnish professional services. Exhibit H- Page 1 of 2 d. Anticipated design concepts, and e. Alternative methods of approach for furnishing the professional services, Evaluation factors for final selection are the consultant's: a. Abilities of their personnel, b. Past performance, c. Willingness to meet the time and budget requirement, d. Location, e. Current and projected work load, f. Volume of previously awarded contracts, and g. Involvement of minority consultants. 6. Once a consultant is selected, the local agency enters into negotiations with the consultant to obtain a fair and reasonable price for the anticipated work. Pre-negotiation audits are prepared for contracts expected to be greater than $50,000. Federal reimbursements for costs are limited to those costs allowable under the cost principles of 48 CFR 31. Fixed fees (profit) are determined with consideration given to size, complexity, duration, and degree of risk involved in the work. Profit is in the range of six to 15 percent of the total direct and indirect costs. 7. A qualified local agency employee shall be responsible and in charge of the Work to ensure that the work being pursued is complete, accurate, and consistent with the terms, conditions, and specifications of the contract. At the end of Work, the local agency prepares a performance evaluation (a CDOT form is available) on the consultant. CRS §§24-30-1401 THROUGH 24-30-1408, 23 CFR PART 172, AND P.D. 400.1, PROVIDE ADDITIONAL DETAILS FOR COMPLYING WITH THE PRECEEDING EIGHT (8) STEPS. Exhibit H-Page 2 of 2 EXHIBIT I, FEDERAL-AID CONTRACT PROVISIONS FOR CONSTRUCTION CONTRACTS FH',', 73- Reused May 1,2012 REQUIRED CONTRACT PROVISIONS FEDERAL-A®CONSTRUCTION CONTRACTS Genarai 3. AbreaN.tofanyoftresdptiiallonsdantaire in1he e Nordis.nminaGan ..^nequ ret Crntraci Prpvisicns may de suffic:+em ground&far VIII. Nonsegregated Fac"lea withholding of progress;ayments.wahhdoirg off nal ^J. Oauis-Eacon oto Related Act Provis ons aayment,terminaoon of Cte contact,='a&pen&ion�dedartnent 'J. Contract Wort Hours and Safety 3�. mdares Ac or ary other action determ red to ae awtop late by the Proms ars contacting agency anc Fr=i Vt. Suhlettng cr Assign ng the Conroe; W. Safety Actwe.t Prewitntan 4. Selection of Labor.During the perfomitence ofthis contract, VFIF. False Statements Concern ng Highway Projects the contactor shall not use convct gator foreny purpose iX Implementatcr of Clean Air An anc Federal Water within the limb of oenstucti project on a Federal-aid Polluacn Cc-:trcl Ar, h ghway unless it is labor peeormec by convicts trio are m X. Cori w Th Oovemmerwce Suspension and Garde..supervisec release,or probation. The term Fecers-aid OeGarmUt Rea:^ements `n ghwey does nw ncluce roadways furctonally classified as XI. Ceriricarion Rewarding Use of Contract Feres for 'coat roads or rural minor collectors. Lothyng ATTACHMENTS II. NONDISCRIMINATION A.Employment and Materials Preference forAppmach an The pmyisans of this sedan refaced to 23 CFR Part 230 are Development Highway System a Appadoh an Local,Access applicai to all Federal-ad constructor contracts and to all Road Contracts imdudec in Appalachian contracts enty} retatec o lrucbm suMxxmads of E 10.600 a more. The cro,osiens of 23 CFR Part 230 are not applicable to mare--a supply.engineering,or architectury service contracts I. GENERAL In addition,rite contra"r and all subxntraoos must comply 1. Fore FH'NA-1273 must be physically incorporated n each with the following policies:'executve Order 11248,4'CFR?0, construction contact Unded under Title 23 lexcuding 21e CFR 1525-1827,Ttle 23 USC Secron 140,the emergency contracts soey-mitimets for aeons removal,.. The Rehabitation Act of 191-3,as amender 729 USC 71 Title V' oontrdecta la subcrntracta)must insert Ina form n each of Hee Civil Rights Pct of 1964,as amended,and related subcontract and further require its ncktsion in all lower tier regulators including 49 CFR Pans 21,26 and 271 and 23 CFR subcontracts iexcluding purchase ordersrental agreements Parts 21X1,230,and 633. and Mheragrc-ements For suLpl••es or services',. The contractor ane all suhcor tactors must comply with: the Tne applirad a req;.rtnen;s of Form FHWA-1273 are requirements of the Equal OppnWnity Clause in 41 CFR 50- incorporated by refsrence rorwork done under any purenase 1 a;'a�and,far ap const'xGon contracts exceeding y'D,0�"Q, order rents agreement or agreement for cdix sarvices. The the Standard Federal Eats Empleyri Opportunity prime contactor shat be respons tie for compliance by any Ccnsmuctlon Contact Spec licari in 41 CFR 60-I.3. subcontraci lows-tier s,;bcentacinr or service pre»der. Note:The U.S.Department of Labor rias exclusive authority to Form FFMA-1273 must ve included in ail Fedeml,ac design- ostxmine compbme with Executve Order 112488 and the build oondacts.in all subcontracts and in lo~tier polkas of the Secrstary of Labor including 41 CFR 60.anc 29 subcontracts iexcluding sutxantacls for desgn services. CFR 1825 1327. The contrai agency arta the FMA It purchase orcers re^tai agrwaments and other agreementsfa Hie authority and the rescorsib 'Y to e1sure carol ance wth supplies(3F ss ices?. The design-builder&hail be respDri Title 2:3.USC Sector.146,the Re-wilhaton Act of 1973,as nor compliance by any succoni laxer-tier sucacntactor amerced;29 USC 71 r d Tate V of Hte Cvil Righs Act of or service provider i 664,as amended,andre4atedc regulations rclua rig 49 CFR Parts 21,25 and 27;and 23 CFF Parts 200,230.arc 833, Contacting agences may eeference Fonn FHIWA-1273 in bid proposal areauest.for proposal aocuments.,rcwever,the The following provision s adoptee tom 23 CFR 22c,Appendix Forth FHWA-1273 must be physcally rcorpoated inot A.wth appropriate revisions to conform to the U.S. referemisM n all cmvacts,Subcanracts and mwervter Department of Labs(L'S DOL)and F,rWA requsements. subcontracts iexcluding purohieser orders remal agreements and other agresements'or suepbes or services m atro to a 1.Equal Employment Opportunity-Equal employment eo cion contracti. c¢poMrity',EEC)nequi ,encs-v,to dscrminate sc to take a'Im:aLYe action t0 assure aqua(oL pot ty as set form 2. Subjeci the acplicacicycmera nc4ed in thefoiowing .ider'aws,executve en_� r.:cs reg.:tatons i29 CFR 35, sections,these arlract provisoes shaappy cc all work 29 CFR 1630.29 CFR'22°-1527 e CFR 60 and 49 CFR 271 performed or the contract by the connector's oven organ zato, rd orders of the Secretary o`-acror as mad fled by tie and wth the assstrce of workers a nder rhe,S('troctas onoosirns Greecrlbed hereinarc impOseC Pursuant 7023 armee-are sr:penntenderces arts to all wore perfovnec on the J S,C 14C snail constitute the EEC,are specfic affm ive contract by aecewvrk.stator wort,ahysubcontract action standards forthe crntrectcls orpjectactieties uneer Exhibit 1- Page I of 12 is rraniract.The provis ms of the Am,enoans w h 6sab i.ties d.Rerxuitnrent W hen xven=_rg'or employees,tris Act of 1990;42 U.S.C. '2:v1 eisaq.)set forth under 2S CFR ocndraaar-wa include in a'adveniementsfcr employeee t+e 3-and 29 CFR 1030 are Plated by reference n this rottrion.'An Eyvai Occom:-Ty Employer.' All such comate.In me exec iicr pt thls:Fftr3C„the CCrnraatr acYeraee!nerl5'wli be p'xed'n iU,'.lcatlon5 Pavng a large agrees to oomply wit:the following m r-.•num speoffc circulation among-Pont e- and women n the area from requiremer'.activ ties a'EEO: which the project wort Woe wouic normally ce derved. a.The ccrtractcv will work with the contracting agency and a. The cantr#art will,unless precluded by a as c me=edera Government to ensure that t has made every oargaining agreement ocrduct systematic a^c direct goad faith effort to prcuide equal opportunity win respect to at neer.:7^ent through public anc private employs-�=,rral of its terms a-d conditions or employment and n their revew sources likely to yield qualified mincri0es an:weme^. To of actvities under the contact. meet this rep:;irer._ t the ccnsaarcr w:..,de ryso=es of ptrc^tial m rcrity y oup employees,and esmblish wilt such b.The contractor wll adapt as its operating policy the cereed sxirces h w.eev:res wfie why rrinnnty and women ?o;low ng statism err .rplicants may be referred'c the contractor`or empfoymen cansideradon. "It s the policy of this Ccrnpany to assure mat applicants are employed,and tr..ar ema•vyees are treated aur ng b. In the event in a contractor has a valid barga r ng emplcyrP.ent without regard to their racere'rgion,sexcoin, agree-art providing for exclusiwe hiring hall referrals,the naiionx orgir,age or disabilty Su&actC shall ncl.:ce: contractor is a xected to observe Ere provisions of that employment�Pgrading,demotion,Garan s'er,re.:hmern or agreement to the extent t+at tris system mee3 the contractors recruitment advertising:layof or ramrinat cP rates of pay or compliance with E EC contact provisions. Where other forms of coni pensancn:and selector for draining, mp=ernen-.at on of such oro agnsent rars tie effect art including aperanticesh.p,pre-appre:^lioes c,andJor or,-he- c scrir nat ry-aganst minorities orwcmen.a obligates the jac training.' coniraclar to da trS same,such mple ertaton violates Fedora ncrc scrim r.atm provis.ari 2. EEO Officer re contras orwill des gnats and make known to the consaciing orli an EEO Offiixr who will have o. The ocntr ,cr will encourage its mesa-'employees to the re iponsibility for and must be capable of efrectvely refer minorites and women as applicants for employment. administerrg anc pmmctng an active EEO program and w!ro Ireom^aticip and procedures with regard to referring s ch must cr a ass Bred acequate authority and tesoonst•vty to co aoplicanls will be a scussed wit,employees. SD. 5.Personnel Actions:'Aagesworking cone tians,and 3. 0issemina[ion of Policy:All members of the xvnractcfs employee benefits shat+be established and aemin stered,and staff who are authorlmd ton ire,supervisepromote,and ceirso,nel actons of every type, nclucmg i,rng,upgrading, disoharge employees,or who racanmend such actionor who prGmotien,transfer,demsicn,Iayaff anc term natan,Vall be are s,ostanta ly inveivec in such action,w41iDe made fully taken without regarc to Seecalor.rel.Son.sex,national cogn¢art of,and will mciement,the con"emes EEO policy orgin,age or dao Aly. The fcu'awing procedures shall be and p4"tacral nesponsibilites to provide EEC)r.each grade followed. and dasseation of em,7oyment. To ensure that the above agreement will be met,the rcllowng actions sol be taken as a a. The contractor will tend-ct peroc p inspections of proleIX minimum; sites ro insure that working cone tons arc employee facilitas iso+era indicate discriminatory treatment c;project site a. Perocc meetings of sid eruisory and personnel office personnel, employees wit be conducted befog the start of work and Mer not cess after than once eveey 5 months,at wr ch time the b, The coniracxor will periodically evaluate me spread of contractors EEO policy and is implementatior wA be wages caaid writ!in eh oassiCcaton io oetennine any ril iewoa and explained. The meetings wi;he conducted by evidence of disxminatory wage ttrxtices. me EEO OffFer. c. The cantramor Will period Cally review selectee personnel b. All new superrsory or pezennei office employees will pe actions in depth to ceii ire wi^ether tnere s evidence of given a thorough Indo i:--anon by the EEO OYcef..covering c.scrim naton. Where eveence is pound the cantructcr wIf all majoraspects o?the aoriractc,s EE6 et>i galows within oromvfy oke corrective action. If ire review inc cates that Che tr irry days'allowing:he-repcning for dutywith the coniracmr, c•scrim natcr.may exterc beyond the actions•euiewed.su& corrective adJon shat include all afecied persons c. All cersonnei wPo are-engaged P direct recruitment for the project will be rstrucied by the EEC Offcer in the J. The eartractor will cromorly invenigate all corrolaints pf contractors procedures forlccating rc hi::-rg minorities and a"d diseriminaton made to,the contactor n connecgior wCVner. with is obi gaticrs.ander;his contact,wilattempt to rsso ve such complaints,we will take atapnate corrective action J. Notces anc posters settng forth the cpntractors EEO within a reason&e tme. 'f the investigation no cates that the policy wil be placed in areas readily accessible io emoloyees. a sero nater may affect persons other than the oomph amant applicants for employment and Mential emploi such ccm. ctve action s^,xi include such other persons. Upon oompledon of eau,^.investigation,to contrae:or will inform e. The rontraciors EEO policy and the procedures to every complainant of all Cther avenues of apiceal. ion ptem enc such policy wilt be brought to the attention of employees by means ofmeetings,employee harabooks,or 8.Training and Promotion: other appropriate means. a. The artrarbor will assist r..local ng,quali:yfng,and n creasing tie sk s of m Pc•it es arc worn en who are Exhibit I—Page 2 of 12 applicants for emplayneri or current employees. Such efforts with he requirements for and comply wide the Amercans with should be aimed at developing fud journey leve!status Disabilities Act and all rules and regulations estatil shed there employees in the type of trade or dassficaton involved. under. Employees must provide reasonable accommodation n al I employment activities ur less to do so would cause an b. Cons stent w-h the contractors work tome requirernents urdue hardshp. and as permissible under Federal and Smm reg.iator..s,the contractorshall make f=i use oftraining programs,i.e.. 9.Selection of Subcontractors,Procurement of Materials apprenlicest p,and on-tre-job training programs`or the and Leasing of Equipment The coneactorshal`.not geographloak area of contract performance. 'n'he ewer;a c scrim nate on the groures of race,calor,religionsex, spec al provis on for Iain rg is provided under r s xr:ract, :^.atoral o::-g n,age or a sabil ty in the selection and reterton ti,is subparagraph wit be s;:persecec as rdica:ed in he of s_bczmmctors,including proc,uerient of mmenais and specal ptovis.m. The contractxrg agency may reserve `eases of equipment. The contractor shall take all necessary training postians for persons who receive welfare ass.stanoe and reasonable steps to ensure nondiscrimination n the in accordance with 23 U.S.C. 1413ta I- acmn.stratan of this contract. c. The contractor will acvise employees are appi rantsfor a. The rzrdractor shall notfy all potentiat subcontractors and employment of avaiable training programs arc entrance supo�ers and kissers of their EEO obligations under th•s requirements for each. ocniract, d. The cantractar vdl!pence tally,review the hair rg ane b. The x tractor will use good faith efforts to ensure promotion potential of employees who are m rorites and subccrio iorcompliance with their EEO obligawris. warren arta wilt encourage eligble employees to apply for such training and promotion. 10. Assurance Required by 49 CFR 26.1316j: 7. Unions_If the contractor relies n whole or r,part Spon unions as a source of empioyees,the ec,mmoor'will use gaga a. The requirements of 49 CFR Part 28 and Me Smote Sidi efforts to obtain he 000peratan of such ur ons to DOT's U.S. DOT-approved DEE program are hooraoratec by increase oppom;r ties--ormino ties ane women. Actors by refemrce. the contractor,eher directly orthraugh a contactors association acting as agent,wilt include he procedures set b. The oontractcx or subcontractor shall not d scknirme on berm below: the basis of race,color,namnal orgin,or sex n the performance of this contract The mrrtrdctor shall carry out a. The contractor will use good faith efforts to develop, p applicable requirements of 49 CFR Part 28 in the aware arm cooperation with the unions,joint framing programs aimed xmmtratan dDOT-assistec xrttraots. Failure bythe toward qualifyrg more m r.orkies and women far membership conimacrto tarty out these requtanenfs is a ma[sral breach in the un.ans and mmasing the skills of minorties we women of,tis contract which may result in the termination of the so that they may quailry for higher paying erne#oyment. contract or such other mmecy as ire camtacting agency teems appropriate. In. The cantracier ml!use good faith e?orts to incorporate an EEC dause into each union agreement to the end that such 11.Records and Reports:The contractor shall keep such union wi be conte actually bound to refer applicants without mccrts as necessary to document compkame wth the EEO regard to their race,=for.religion,sex,natcnat ong n,age or requirements. Such retards shall be retained fora period of disability. three years Womling the tate of the final payment to the contractor for all ernhact work and sha8 be awilable at c. The contractor is to octan information as to the referrai reasorable times and places for inspection by authorized practces and pc cies ethe labor un ion except that to the regrown ta9ves of the contracting agency and the MMA. extent such rifonnaton s within the exclusive possesson of th e'racori m:on are such labor union refuses to fum 5h such a. The records kept by the conn .or shalt docum em the irronrabon to the contractorthe cora Wer shall so certify to following: @!e contracting agency and shad set forth what efforts nave been made to obtain such information. ,1 f The number and work hours of minority and tw - minorty group members and women employed in each work d. in the event the union is unable to provide the contractor dassitcatcrt an the project; w�h a-easofmle flow ei-efenaft within the tme iyn t set forth m re collective bargaining agreement,the cartractor wit, X21+rre progress we efforts berg made in coaperaiion Through independent remu tment efforts,fill the employment lith unions,when apo eads,to increase employment vasa^cies without regard to rte,color,religion,sex,national opportunhes for minontes and warren:and origin.,age or disability mak ng full efforts to obtain thalfec and'or qualifiable minorties ane wooer. The failure of a union C31 Tie progess we a c+fs berg made in beating,hiring, to provide suffxiient referrss ieven though it is obligated to caning,quavlyng,and upgrading mnotices and women: provide exclusive referrals under the terms of a collective barga nig agreements does not rel°eve the contmelor from the b. The contractors and subcontractors will submit an annual requirements of this paragraph. th the evert the union referral report to the contracting agency each July for the duration of practoe preverts the oar7ac[or inion meenng the obi gatoris the project, rdicating the numbers`m tarty,women,and pursuant to Executvs Order 11248.as ameraec,and these 'son-minatity group emcioMees currently engagecin each work SPEC al prem ons,such contractor shag immec ately noisy the requ neo by the crrtract work. Th,s information s contracting agency. 'c be sportec on Form F�NVA-139 i. The staffing cata should represent he project work'once on ooard r ad or any part of 9. Reasonable Accommodation for Applicants I he last payrmf peso preceding t e enc of July. If on-the-job Employees with Disabilities: The contractor must oe fami ar train rg is ce ng required oy special pmvsian,the contractor Exhibit f-Page 3 of 12 w:be ni to collect and report training data. The of paragrapr I d.or this se„tion:also,reguie•xnrs-.cons empldymer-.data would reelect Lae work force on board during mace or casts il for more than a WeeY.'y.ericd;nut net all a cry part or the last payroll perod preceding me end of 'ass often man quarterty?under plans f-^de. -x programs July. which cover me pancuiar wee?Iv=tr,,rd, are deemed to be const-tctmey mace or inc.red a.r-g such weekly perod. .�ut ,f labfl^E5 and mechanics s^a: oe Palo the aininmionate SI.NONSEGREGATED FACILITIES wage rate arc cringe benii or tie•wage dei ration for The cassifeaton of'xork actually perom•ed,wftut regard to T^,is provis,or is app•m caxie to a,T-Feceral-aid eonstrucdco skill,earep:as prncced a.29 CPR 5 Sia{jai Lacomm or coritraets and to all islatec mrstructon subcortracts of mechanics perorr--g work In mne than one--:lass5owi S l D.DDg or more. may-re mi-csr sa:ed sire rare speclFed'or each z1ass fhoater`or he-ime actually worked herein Provided, The aontraatermust ensure thio facilides ntoweer'or That She erc loy+s,s oayrcll canards accurrely set form tte employees are proviced ^sum a marrer that segregation on lime spent r.each class foator in which work s perfamted. the Dials of race,color m,Bion,sez,or natonal origin oannct The wage cetennination;robe r:g any acdit,:ral classification resuk. The cantraaor may mebrer require sui segregated and'wage rates corrfcrmed under zo ragraph t.c.of C s use by written or oral policies nor;placate sxh Ise by sei i aro me Days-8mor poster WH-132'i shall be employee custom. The xmractai s ct-ligator extends bcriher pawiii at all tries by the ccntrarior and^s subcontractors at to ersure that its employees are not ass fined to per, tree ,he s',e of tre work in a:ran rent and accessible place where services it any location,,:ricer the contractors control,wr m -,cr.be eas iy seer by the markers. sae faclides are segregated. ane rem"ac 'jes' rduees waling rooms,work area=s,restaurants and ower eating areas, o contracting oFioar shall• re ac class of tine chocks,*estrDOlrs.'waenmoma looker rocs.and other b.;me r- 9 �' Y storage or dress ng areas,parking�o6,drinking fai?713ins, iii wag or mer machoar hand whg helpers, a employed s not lister in ?he wage determination and whinf:is m tae employed under me proreaton r rt pl rme7 areas,actor s rta;on,pro and nous at contract s^s?be dassiFee in conformance wi[-.the wage provided ter em playees. -^..e contractor aha:t provide separate ,oete+rninatim The cointraoting omcer shall approver or snge-user restroems and rrecessay dressing or sleep rg wort on al class?cation and wage rate arc Fringe bene:h6 areas to assure privacy:between sexes. the-efom only when the fotowing critera have been met: N. DAMS-BACON AND RELATED ACT PROVISIONS rl i Tre work to be performed by fire classification requested s rot perormee by a oassircation r thewage Tris section s applicable to all Federalacconst t cion detert^•naterr,and projects exceeding 32.DD0 and To ail learea s,.cn:ntracls mi Icwer-ter submnt*acts iregardless of subcantradt size i. The Ii I The classfrra?iar r utilize in the area by the miquireme:+ts apply is all Dmiects located with n the rgn if- constructor,indr stry and way of a roadway that is fvr ct onally clasziliied as Feceral-aid highway. This esuvices roadways fu:^ctcnally classified as ds local roads or n-'ral mince nalec..ors,which are ezemp[ tr e roe croposea wage rate, ble relrg any bcrarfie Cont ting argenees may elect ro apply hese new remer!ts to Tinge sznefts,bears a reasonable relationsmip to he other xojecs. Huge rates contained in the wage dHemn,naton. The fallowing pmvsians are 4or the'.:.S.Decvament of i21 If the ccrtractcr and me Iaccrers and mechanics M be Labor regulations r 29 CFR'5"'antras:prow liars and employed in me classlFcatwn ii`known j,or their related matters-with mird revi--a-s tc zrfarm to he FHSVA- mpresentasves,and the comnictrg&Fceragree on the 1273 format and cH)NA program rs uirerents. d rfraton aro wage rale iincluding the amount des gnatea--or fringe bereirts where approo ate 1,a report of VA actor?taken shall pe sent by me comracdng ef5certo me 1- Minimum wages Administrator of the Wage,rtc Hour Div sal,Employment Standards Administration. US.Dettra c or Ixor, a. All laborers and memaxid amp:aced or working t Don 4Vashirgron. DC 29210.rite Administrator,or an a:;thorzed the site of-.he work,wll to paid unoontfi[cnaNy and not less representative,wll approve,modi5r,and sapdays of r e every often man once a week,and without subsequent dem:ction cr so advisenal the contracting ficarom atrrr morin 30 days th reoapt and rebate on my amount!exit Si para(decuctiorrs as are so advise he 30- eriica that add ntonal i cammaccr?g perniti"by regu'rinns slued ay the Secretary of Labor neces wry•n me 30-day period that add conal[me is under the Copeland.Act i29 CFP.part 3j7,the ftl amount of necessary. wage=_and bona fce Tinge bene`ts to cash equivalents m emol due at time m`cayr•ent crmpdred at rates not less .2'L^,the went the oortmcocr the aborem or meci cs man those contained in the wage deter^rater'.o'he to be ervoyzc in the cassficadon or theirrepmsentart es Secretary of Labor wr or is adapted hereto a^a made a part, and the m ncactrg ecer do:rut agree on the propc5ed hereof,regarc ess of any corC'adR:a re.atie"ship which may aassifcac on rc wage'ate hincluding the amount be alleged to east i etween?he contactor arc such laborers des gnat—.,`cr Sing,benerrts,wrens ampropn3m i,the and mec-am cs. corcraft-g ricer s-a mien the questions,including tire vevre c'a rierestec parties are me m7memcador of the Contrbuvans mace or costs reasoracly,antidpated for bona r ror:ri:t^g:•Feer to the'Vage and Hour,Acm r strarcr for `de bei be .r der sector I b i ;21 of the Davil amr, dercT a c The Nage and Hour A.cm r striii or an Act on behaY or starers or mechanics are considemc wages aut:once•epresentarvewill ssue a detemr inattar Wim r paid to sum laborers or mechanics,subject to me provisions 30 rays of mos pt and so advse the contacting cli or Exhibit I-Page 4 of 12 will rrotity the contracting afficerie tltm the 30-day perca that Baca'Act thecontractor shall maintain recaos which show aadrtional time is necessary. that the commith+ent to provide such benefM1s s enforceable, that the plan or program is finanoaify msportsble,and that the 14)The wage rate;hclucwg fringe benefts where plan or program has beer plan in wrong to the aborers or me a°ipropriate!determined pursuant to parag hsld.�2)ar ' chan os affected,and records wh ch show me 1.b„3j of this section,shall be paid m all workers per!orm erg cast ts.Cor ted a tier acoaal gest inG,mcd n providing undM work in the classifration under this contract from the first oenefis.Ccrtme[ors empkoying apprertces or irairc-es under day on which work is pedomted in the classficaten. worovec programs shall maintar wrtten eviceirce of the %gis`.ration of apprenticeship programs and Ce-.Marlon of trainee programs,the negstraton of heapprentir and c.Whenever the min mum wage rate prisa'bed it the traineesr arta the ratios arc wage rates prescribed in the contract fora class of laborers or mechanics includes a!rrtge applicable programs. benefit whist,is not expressed as an hourly rate,the contractor shall either pay the benefit as stated in the wage eeterrriination b. 1;rs contractor shall saolnk weekly for each week r or ,sial paywolnr hcna fie innge benefd Oran t osrly cash which ry c tinct work is pertmred a copy of all payrolls to equivalent thereof. the comracing agency. The payrolls submitted shad set out accurately and cumplesely all of the irformatan rem red to be d.If the eontr icr does not make payments tic a vusize or mai raineo;under 2g CFR 5.5iaji3;!i},except that f iI social othermird person,the contractDrmay ccnsider as part cf the security numbers and home addresses shall not be ncludec wages of arty laborer a mechanic die amount of any ocsts on weekly mansurr s.instead the paymiz shall only need fo reasonably anticipated n providing bona flee?npe benefs induce an individually cent"number for each employee under a plan or program,Provides.That the Secetarf of e.g.,the last far digits of the employee's social security Labor has found.upon the written request ofthe contactor, member).The requited weekly payroll reformation may be that the applcable saneacs of the Days-3acon Act have submitted in any form des red.Optonal Form WH-347 is been met.The Secretary cf Labor may require the cont radar available for this purpose from the Wage and Haar 0:vision to set aside h a separate accetad assets fcr the meecng of VV sae at hup_lwww.dol.gow'esas'hdlg shth347 nstirntrn obligations lancer the plan or praljdm. a its sfuessor sta.The prime xnarctor is rsspor!sible for the sv tmisson of copies of payrots by all subcontractors. 2. Witlthelding Contaub,s add subcontractors shalt maintain the fur,socia' security numberano current aocress ofeach cevere¢worker, and shall protide them upon request to the cora acurg agency The contracting agency shall upxrd its run acton or upon for transmission to the State DOT,the FHWA orthe'Nage and wrtten request of an autlrcrzed representat+'e of the Hour D vision of tyle Department!of Labor for purposes of an Departnemof Latar wit!rrald or cause to be wmhelc,n' rvestgador or audit of compliance wits prevailing wage the contractor underihs ocntr3ct or any other Fecefal requirementtt is not a voiatort of this section fora pane contact with tin is sant a xme contacts,or any other%derally- contactor to requ're a subcontradar to provide addresses arc assstea contact subject to Days-Bacon prevailing•rage social security numbers to the prime contractor for s own requiternens,which s held aytte same prime contractor,so records,without weekly submission to rte contracting agency, much of the accrued payments or advances as may be consdn'ered necessary W pay laborers and mechancs, i2)Each payroll submitted shall be aa:ampanied by a including apprentices,trainees,and hslpers,srnpkryed by the 'Stuemerit of Compliance;signer by the contractor or contactor or any subcontactortue full amount of wages subcontractor or ha or hoc agent who pays orsupervises the required by the contact. in the event of fa kve to pay any payment of the persons em ployea under the contract and shat laborer w mechar c.including any apprentice,ranee,or Certify the falovnng: helper,employed or working on the sae of the wrrkall or part of the wages required by the contact.the contracting agency may,after written netce to the contractor,take such aeuan as li 1 Th at the paymit far the payr¢II period contains the may be necessary to cause the suspens on of any frher information required to be provided under§5:5.(ai(3 i;.•i of payment aervance,or guarantee of Tunes untf such:velatons Regulators,21)CFR part 5the appropriate information is have txased. being maintained dateer§5.5 iajo i(i)of Regulations,29 CFR part 5,and that won nfamaoon a correct and I Payrolls and basic records oom ' a. Payrolls arrc basic records relating in s-raf be ii:)That each laborer or mechanic(including each mairnarred the cantaccK rd:rr the course e=the wxrk and helper,,apprentice.and trainee]con pbyed on the contact b5 *KI during the payroll perfoc has been paid tie Sill weekiy preservedforaperoddlhreeyears& raft r`crail atbrers wageseamec,without,mtas,eidtrdirecttyorincrectty and mec a[r':Cs work:ng tithe ste of me work,3uc records and tat ria dedurtlons^ova been mace either directly ler shall contain the name,address,and social security^uni of indirectly from the fui l wages eamec,otter than each such worker,his or her correct olassifcat or heury rates permissible deductorts as set forth n Regulations,20 OFR of wages part?including rates of contributions or casts part 3; anticpated for poria ids fringe benefit or carr egti:valens thereof of the-pas descrbed a section 1 fbo 276;of the Cavis-Bacon ActY.daily arc weeklynumbere`^.ourswcrkeo, ki ).That each taborer or mechanic has been pac not deductions made arc actual•wages pale..1N*e ever the less than the applicable wage rates and fringe benefit or Secretary of Labor has found under 29 CFR 5.`_fa u 1 iiivi that casr equivalents for the classiticavon of work peepntted, te'wages of any laborer or mechanic nclude the amount of as specilewin the applicable wage determinator any cast reasonabiy antapated r providing benefit under a incorporated modse conta€t. plan or program cesonbed in section 1fbj12;'S1 of the Davis- Exhibit I-Page 5 of 12 2'The weekly submission of a properly execul.ed ate soeciied in the applicable wage deters nalicn.. cem ton set brth on the reverse s ce of Codarai Farm Apprentices sha'be paid`singe bene.-its in accordance with. 'r5'1--S4 i shall satisfy the requirement for submission of be the prcvts ors of be appm,'Jc sin--prc.,,vr- F the Statement of Con-cl arse'required by pa.=agaph 3.6.21 of ac•prentceship program saes not spec')Tinge'nenef ts. this sectionxprentces must be paid the fir`amount of finge benefits sled on thewage determ mats, cr the applicacle ;4;The iasifdation of any cf the stove xrtirhaa ions may class lcator.riche.Asim strata determ,es Gnat a c Farent subject tee contractor a subcon racW to ary i or aminal craetKe prevails tinter applicable apprentice d assffaation, proseauton unser seadon 1 O 1 of t'te 18 we'section n1 of tnny-es shmf be paid n accordance writ that detemm rauor,. the 31 of the United Mates Lace. In be event the C-Toe of Apprerricesap Training,Employer a T^.e contractor or subcontractor shall make the records and Lac or Services,or a Stat_Apprentoesh o Agency requires unser paragraph 3.a.of this sedc,available for 'eccgr zed by the im.withdravrs approval of an inspection copying.or canscripto,by avihcr-zed xpren-reship program,be contractor will no:a ger ke representatves of dhe cc+niractrg agency,the State OCT the ^enr+ted to utlize apprentees at less than the aor cab�� FHWA. or tte[:p— mem or Labor,and shad permitsuch zairdete^n red rate far bs wrri perormed until an ac eptacte represertatves to nterriew employees during working hc,,s tt ograrn s accro,ed. on be jar If the contractor or subwntractor`ails to submit be requires records✓to mak._them available. the FFAIOA fray, b.Trainees?gfograrrs of,be LSOO Li. ante,wr'ten-oboe to the car+traictor,be contractrg ager cYa T e Mate OOT,take such action as may de•^ecessay to Except as orovidec in 29 CFR 5.tee,tan res w3 not be cause the suscens on of any f,her payment,advance,or � t� work atless than the predetermined rate`orae guarantee of^,;ods.FwOharrnore,'aiure^,c sutmit the required ,work ve formed unless they are employed pun ant to ane records upon request onto make such records available may be grwnds for debamner¢acdon pursuant to 2,;CFR 5.12. ^div ctrally registered in a program which has eco ved prior approva,evcismec by formal oertficaton by the U.S. 7epa=ment a Labor,Enproyment ane Training 4. Appreordces and trainees Adm istraten. a.Apprentces;programs of the l,'SOGLI. The ratio of tainees to journeymen or thejot,site shat rete greater than eer,,bed urge!the pan aporevec by the Appmrfaes w'I ce permitted ro wen#at less frac the Emcvoyment ane Training Admn stator. predetermined rate yr the work they pe'nrned when t`;ey are employed,cchsuant TO and rdivcually registered in a bona lde Everytrainee must ce sac at not less than be rate specifeo appren,'icesn p program registe,c- wth rhe U.S.Ceoa:mertt Cf the approved rrogam fn the trainee's neve'.of progress, Labor,6m¢tayrn ent ana r,ainina Ads r strata:,Ofioe of expressed m a cej:entage of L-e journeyman"ourty mate Apperttiossr o Training,Employer and Labor Sent/ces,orwit spezffsd it t o aac�Cab e wage cetenninmion.Trainees shall a State Apprenticeship Agency reoagmzec by the o`I-,or f a :e otic`range['Frei; e acwrcance wt.the prcvis rns of be person s employed in his or her list 9g says of probationary trainee pmy am, t t-e trainee program cces not mention emplc}mert as an aoprentce in such ar apore�faesh A fringe tene=ts.trainees shall be oa d ere fu't amount efinge programwho s not ind viduA y regsiered in the program,but cenefts I Stec cn Coe wage oete- inaton unless tre wro has been cerlifed by the Office of Aaprentceship Adm ristratn c'the Wage and He,r Div sicn deters.res tkat Training, Employer and abor Services or a Slate there is 3r apprerlicesh to program a=ssociates with the AFpnerlicesh to Agee.Ly;where appropr.xeI to be eligible for comets per a ng j=meyman wage rate or the wage probationary empieyment as an apprentice, cetemhinaden which row ces for less t,ar Full finge benefits ,or apprentices.Ary emoxoyee listed on the payroll at a trainee The allowable Tato o`acomritces tojcu,Teymen on the jot -tate&no is iat regislerec and partcipaiing in a training plan sfte in any crab classi*raden sena',not ce greater ha-the alio approvcc by:he Employment are Training Adminisa-ation sh.a pemmined to be contractoras bo Coe entire work force under ce no noe.;ess than the applcable'wage rate or,thewage 1,e registered program.Any worker lisb_c c^a oaym?l 3t an set rm nalicn to the classitcaton of work actually perfanmwd apprentice wage rate,who Is nol-gisiemd or otherwise In addition,any trainee prec ur r work on Lie jacp=_tor in employed as stater above. shall:e pa a not less than the excess of ba ratio perm rhea a aK4 the registered program applicable wage rate on the wage determ nater'or She shag° d paid not less Iran the sop±quare•wage a�on the classification of wrk actually performed. naaa ban. wy wage deter:^.aeon.'or the work actually pe..,pmed. apprentice trfom,mg work on the;ob site in excess of the ratio permttea a^cam the registered program shall be.aid^pot In the event the Employment and Train ng Acministraticr less than the applicable wage rate on the wage ceaeTtlnation withdraws approval of a training program, the contractorhmll nc far tie wok sotuall•y per fti ed.'iq ere a contacrar s 'onger to oermittra to stitize-trainees ori;ess than the perform Ing=nsv-ction on a project in a local"oche•than applicable credeterminec rate for the work perfcrnc-c until ar 1,at in which is p•cgw is reg stere:,the ratios and wage acceptable program is acssoved. rates(exvressed in oerosmages of the journeyman hourly rate.[specifee in"contractor's or subcontractor"s registeraa c.Equal emp•r✓ymen[oppprfuni[y.The utYzaAion o; program shat?be observae. aopmnCces,trainees anc journeymen under this cart shall he ;n corrorm try w'h be egea empleymert opporS.nitr Every apprentice m;;st es pais at net:ess than the rate requirements of Executive Order 11246.as amended and 29 specried in the registerea program for be acsrertce s leve of CFR part 1, progress,expressed as a:, rce^age of the journeymen hourly Exhibit i-Page 6 of 12 [ r d. Rpprcntces and Ta neer/pmgrems ct the U.S.DOT). Appremices and trarees working under apprenticeshp ane V. CONTRACT WORK HOURS AND SAFETY skill trading programs rrh ch have been cert'ted by the STANDARDS ACT Secretary of Tmnsccranan as pmmotrrg E EO in car ection wth Feoeral-aid highway construction programs are not The fellowfr i clauses apply to ary=ederal-aid construction subject to the req srnc+,Is of paragraph 4 V this Se- ton M contract in an amount in excess c=S1:U,00O and s.,i oect to the The straight tore hcuhy wage rates for apprertices and overtime:•wisions o'the Ccnuaca iNork Haws and Safety catnees unser suer prays will be estatdistec by--he Stancards Ad.These clauses=_-a•he insertec in addition to partioUar programs. The-ric of apprentices.and im pees to the Gas;ses required by 29 CFR 5.`-Ii at or 29 CFR 4.6. As journeymen shall not he greater than permitted by the terms of usec in ths paragraph,the terms laborers and mechanics th a parlicu arprogram. nduw watchmen and guards. 5..Compliance with Copeland Act requirements. The i.Overtime requirements. No contractor orsubecntlador contractor shall imply withh the requ,rementh of 29 CFR part contracting for any part of the contract work which may rec u re 3. whiidr are incorporated by refehmce in this contract of inwlve The enpoymerr c`atO�s.ormechanics shall requireorpermtanysxh aboreramechanicinany 6.Subcontracts. The canuactarorsubcontactor shallinset workweek in which he or c e s employed on such work to Four FHWA-1273 in any subcontracts arra also require the work n excess of forty hours in such workweek unless sum Form FHWA-1 to inn any Forth FMA-1273 and n any Power ter laborer or mechanic receives axnpensabon at a rate nor less subcsubcontracb.The prme aatt'actar shall be responsible for are than one and one-halfrty hours basic rale workof payweek.. all hours oomd,ante by any subcontractor a lower tier subcortmckir worked nextess of tory hours insuch workweek. wh all the contract clauses in 29 CFR 5.9 2.Violation;liability for unpaid wages;liquidated 7.Contract term ination:d ehamiem. Abreach of the damages. in the event of any volaton afthe clause set fare, r, n paragraph ll.)of this section.the contractor and any contract clauses in F9 CFR 5.5 maybe Bounds r and arnaCan subecn[radorrespamsibietFerefa shall be Rabe ror the cubo contras.aha provided in R a contractor and a unpaid wages.to addibor,such contractor and subcontractor subcontractor as provided in 2g CFR 5.'r2. shad be liable to the Unhec States;in the base of work cone under canted for he District of Columbus or a territory,to such S.Compliance with Davis4accin and Related Act District or to such temtary,7,for;Wcatea damages.Such requirements. All rulings anc interpretations of the Davis- '-quidated camages shaft be; mputed with respect to each Bacon and Related Acts carts. in 29 CFR parts 1. 3,and 5 ndivaual taborer a mec'a.Ic, rcluding watchmen arc are herein incorporated by reference in ibis oantr guards,employed in vitiation of the clause set`ord,in paragraph fI.j of this section. rthesumofSi4`oreach 9.Disputes concerning labor standards.Disputes arising calercar cay on which such no vidual was required or out[of the labor standards prar5ians of this contract shall not oem tied to work n excess of the standard workweek of--orty be subject to the gem erai disputes dame of lits contract.Such Fours wthaut payment of the overtime wages required by the disputes shat be resMea in accordance with the proceaures clause set forth in paragraph;f.l oFths sectcai. of the Deparm em of Labor set forth in 29 CFR pars 5,6,and 7 Disputes within the meaning of this clause ncluce disputes 3.Withholding for unpaid wages and liquidated damages. between the contractor for any of its subcontmctorsi we the The FHM a the contacring agency shall croon its am acton contracting agency,the U S.Department of Laeor,or the or upon written request of an aut c,zed representative of the employees orthe r representatves. Department of Labor wilhhoic a nI se to be wthheic,from any moneys payable on account err work perfesmec by the 10..Certification of eligibility. contractor orsubeommictor under cry such comtraot orany ether Federal contract wth the same prime contractor,or any other federally-assistec cauract subjes to the Contact Mork a.Byenterng into this contort,the"Irmotar cerees that Hours and Safety Standards Act,which s held by the same neither t(rwrhe of she)not anypersom orfrm who has an pr me contactor,such sums as may be determined to be interest in thecontractars 5n*is a person or frim ineligible to necessary to salisfy any liabilities of such contactoror be awart Government contracts by mMe of sect©rt 1a7 of subcontractor kir unpaic wages and liquidated damages as the Daws-Bacon Act or Z2 CFR5.12(aft1 j. owae- in the clause set forth in paragraph i2.i of this sector. b.No part of this contact sn all be subeontractc+s to arty persm or frim ineligible fa award of a Government contract by vine 4.Subcontracts. 1h contractor or subcontractor shall insert of section 3(al of the Daus-Barn Act or 29 CFR 5.12f3)(1I. r any subcontracts the clauses set forth n paragraph(7.) throvgh j4.j ofths sedan and also a clause requiring the i ^.e penaltyr'ormakrtg false statements is prescnbec in the subcontaciors to include these dausesr n any lower tier c. VS.Criminal Cece, U.S.C. 1{701. subcontrdc's.The prkr..e coni shat be res:ons a*or compliance by any subccrtracta or Inwer[er subr:nntaator with the clauses set forth in paragraphs f i.)lhrough ',4.�of this sector. Exhibit I-Page 7 of 12 _videreed in witing and That it contains all pert,ent prov'scrs V1.SUBLETTING OR AS SIGNING THE CONTRACT ,rd�egiirements ofthe prime contract T}is provis e.is,aw cable to au Feceral-aid construction ;:t j is xnt'3des on The National r ghway Systc.n, rat applicable Lo des gn-build contracts:however,contaotrg 3genaes may esiahll5h their own saf-perfcrrna.ace 1.The cor':racmr call perlccrm wib its ow+orgr,zation requirements. contact work amounting to not less Char 30 percent for a greater cero,:.iaye ii spec^ied elsewhere in the contrac^.i of me Tcts cry::nal contract arse excluding any s.aeodaly items VII.SAFEIYt ACCIDENT PREVENTION designated i•"y the contact-g a;r cy. Spec-any items may;ee perrom ed cy succontra_t and die ama:rt of any such- T In s It r o v i s i� n s arpliciaoa to ail Federal-ac specaky terns performso may be ceoucted from The total constr'uctlon ccnta is arc to ai4 related subconi ongi*a contract p-ce before computng the ani Y work requires to be performed by the contractors crwn organizaton '. In the perornarce of tr s comract the contractor shall x;23 C FF:8:3_•.11 a;.. ,comply wit:^all applicable Feces.State.and local laws rover,rg safety,health,and_station i33 CFP,133F.The a. The Term'perform work with its own organ zation'refers €cntraaa-shall proaide ail sa'eguards,safety devices and to workers em ployec or leased by the prna.e contai and protective equipment anc take any ether seeded anions as t equipment owned or•ento:by the prime contactor,w h or oetermines,or as the contacting o`-ice•may detern re.to be wihout operators. Such tens does net include ern.oyees or reasc Twly necessary to crotect Le lire a-.d-eatth of equipme,t of a subcontractor or lower tier svcconbac:or cmpoyees o-the cb anc the safe7y c-The public arc:to agents of the rrnme comtaczr,or a•y other ass ghees. The protect pm,-.:y 7 connection wth:he lo-romance of the term may include payments for ti pasts or:r rag leased work covered cy me cont-act. employees from an art iayee leas rg 5m meetng w relevant Federal and°'•ate.regulaYtxy,requirements. Leased 2 It is a acro itis-c this cornract,and shad be mace a employees may only be Trip uded r this tern if In e prme conation of each subconratt,w i on the contractor enters .,to cont-a:mr meets all of he vllm g conditions: %Mdarl to this ora^•tract.That the conffactar and any subcontractor sham'not permit any emc<oyee, r p_r oml ante �t)the prime contractor maintains Wr i over the of the contract,to 4K'+Y in sumo"rG ngs or under conc'!icns supervsior of the cay-today actvities cf the ieasec which are ursanitary,hazarc ous or Dangerous to his'her employees; he31t:or safety as determined under cor.sbuclicn safety and ;21the prime contactor-_mains resper iblefor the orality, neahh staroards i29 CFR 1925?promulgated by the Secretary efthe watt:of the leased emciayess; e.Laborn acaxoaroo cath Section 107 of the Contract Work 2+the came contractor retains ail power to accept or Hours and Safety Standards Act 140 U.S:C.3-.D4) excluce ind vidual or,ploy from work on the project;anc 14)the crime convxtorremains a timatey respolsible for 3.Pursuant to 2=L'FR%•-e2'.3, t s a condition oath-s contract the payment of oredeterminr,minim m wages. the !hat the Secretary of Labor or a•:+.honzed representa^.ive submission of payrolls,statements of cerwary and all thereof shall^ave night of entrym any s-.e of xr.tract other Federal mgt:latorr requirements, cerfmmance is inspect or investigate the matter cf cornpliance with the tersbupion sa+ety and':real is stansaros and to carry h."Specialty Items'shai be xmstr.,ed to bel mited to wark f 0i of the thatrequires^ighlyspecalzed krawledge,abiI!ies.or ContractWork Haan and Safety Standards Act i,IC equipment lost ordinarily availabs in the type a'contracting U S.0-3;1 organ cations qua fled and expected.to aid or propose on the contract as a whole anc n.genera are to be lim teeto minor comix rents of the overall contract. VIII.FALSE STATEMENTS CONCERNING HIGHWAY PROJECTS 2.The cm-ract amount upon w*ch tire requ remelts setforh in paragraph.it;of Sector VI is computes includes!he test of Th s provision s apolicab;e to ail Federal-ac. mater-al arc manuactured products whirr are to be consa ction contacs arc to aI related subcontracts. purchased or proeuced by the contactor under the contract proviscns. Ir,order to assure high quality and durable construction in cenfom icy wrth amr ived plans anc specficatars and a r gh 3.The corbacttr scall'umish;aj a competent superintendent cegree of it iabit Ty or statements and representatcrs mace cr sucevisor whc is.employed:y the frm.has full authority!a py engineers.contractors,suppersanc workers on Federai- direct peromance or the work r accercarce with the contract ad,gr way vq ecs,rt is essemial fiat all persons concerned requirenten3,and s n charge of all corstr ion operatons with The project perorn treirimc?icns as carefully,trsoroughly, iregarcless of who per'oms the worn;and ibl such other of as and roles+dy as cossible. Willful falsiFcation,distortion,or own orgar za'tiona resources I'wp o vision.management,and misrepresenta:icn w,h resoect To ry facts related To the engin ee-ng services;as the contacting officer deter nes is yaject s a vioia6on of Federal aw. To present ary necessary tc assure the peroms.ce of rte contact. misunderstarcing rregarding tie seflausress of cese and similar acts, Fool FF'h4A 0=shall be costed on each 4.No porton of he ocnuact sral be s�.blet assigned or Federza aid''-ghway,:mojeol i23 CFR 03di in one or more otherwise disoosea of except conch the wr.Ycn consent of the maces where it is readily available to all persons oereeme, contraCdng ofricer,ce authorized—eWesenmtive,and such with She pmjecs: consent when given shai9 not the cxrsnied to relieve the contadtitr of any response lily forte fulfilment of the contract. 4'riden xrsens vnll be gven only after the 'S J 2.C. 1020 reads as follows: contracting agency-as assure,brat each subcontracts Exhibit I-Page 8 of 12 "Nhoever,be ng an officer,agent,or employee of the United covered t-ansacten.T^.e prospective firstter partwpant shsll States.orof any Siateor Territory orwrcever.whethera submit an explanaron of why it cannot provide the certification pl association,firm.cr corporation, knowingly makes any set out below.The certification or explanation w5 be 31se sia[emem false r=preseMatom,or`alse rrastothe consideree in conncrtion with the ceoarhnerd r ages,cy's character Q'allty, quantity.cr CD€L of the matefl3 UeeC or tD ceie- inaton whether to enter Pin ths transaciien.However be I15EC,r the quantry d quaff ty orf tilt wOril crrfonned or CD fall'ure C'tre prOSpeCCIYE ff5t Ser part Clpam iD faro ih a be parfonnec,or the cost thereof in connection with the cemfWtion orae ex anaten shall disgtalifysuch a person submssion of plans,r•acs.specficators.Contracts oroosts from„artcipaton n this aansacta;. cfcenstructcr cr. any r wayorrelmed pm}ecn svdrnittee'or approval W the S x:retary of TnnspomrJon:m c.The centhcafion in this clause is a materal representaton of fact upon which reliance was placed when the contracting Whoever knowingly makes Wall statement false agency determined to enter into ths transactat,ff t s later representation,false report or false dam with respect to the cetermineo that the prospective participant knowingly rendered character,quality,quantity, or cost of any work performed orto an w.anus oertficador, n act don to other remec es be performed,or materials numishea or to ns fjmishec,in availsnis to the Feeeral S�eminent,the contracting agency connection with the consn. cticn of any it ghway or related may+erminate,this transacton°or,nuse of default project approved by the Secretary of Transportatm:or d.The sospedtve first ter aarJcipant shall crew ee Whoever knowingly makes attyfalse statement or false mmediate mitten notice to the contracting agency to whom rapnasentatcn as to material fact in any sutemano cemlo ire, this Prot Dsat is submitted'any tme the prospectve first ter or report subm:tied pursuant to pmvsiens of the Federal-ac wrteipant earns that its certhloator was ennnerrs wren: Roads Act approved July t, 1916.739 Stat 3,06ry,as amended submitted or has become erroneous by reason of changed and supplemeni circumstances. S.aabefined. scar this Ile or rnprsoned not more than 5 e, The ter :s'covenec cebarred,' years or bah' 'suspenced;inc?:gible,"aartcipant,"'person."ormlra,' and'vo-untadlyaxcluded.'as uses in th>s cause.aredefined n 2 CFR Pare t:30 and 1200. 'Firs:Tier Covered IX.IMPLEMENTATION OF CLEAN AR ACT AMC FEDERAL Transactors-refers to any coverec transaction between a WATER POLLUT104 CONTROL ACT grantee or wbgrantes of Federai rands and a partcipant such astheprimeorgeneral Dontract). %a Tier Covered This prdvis+ is apdrCal:de to all Federal-aid Mnsbuctidn Tmnsaodons'refers to any oawenec transaction undera First cdn[rarzs and to all relates subcontracts, Tier Covent Transaction isuch as subconti 1. 'First Ter Partclpanl refers to the partiepam who has en.tercc into a 6y submission pith bidproposal or*a exeenl or this covered hansacton wth a gnmee or subgrantee cf Federai contract,orsubcantract as approprats,she biddercroposer, funcs(such as tine prime orgenent oontractorl.. 'Lower Tier Federal-aid constructor contractor,orsubcentrac or,as Fartcipani refers only pamopam who has entered inlo a approprate,will be ceemec to have stipulated as faiows: ecvemd"mactdn wih a FirstTer Participant r other Loner Tier Patticaar6;such as subcontractors and s,ibpliers. 1.That arrypersec who is or will be utilized n the performance of this contract is rsceprohibited from receiving an I.The prospective first tier partaparr agrees by submitting award are to a violation of Section 508 of the Clean Water Act this Proposal that,shouta the proposed coverea transaction be or Section 306 of the Clean Air Act afters i ism..it shall not knowingly eater into any lower tier 2.That the contractor agrees to inckece cr cause to be covered IFartsactxm wth a Carson wino is Debarred. included the requ remenis cf paragraph I;of this Secton X in suspender,cedarec one g ble,orvclumadly exctuded from every subcontract,and further agrees to take s„ch action as cartcipation n this 00%ie ac tnnsaction,unless authorized by the Contracting agency may direct as a means of enforcing the department or agency enterng into this transaction. sucP requirements. g.The oraspectye first ter Participant furthers sties by submitting th S proposal that it will ncitsae the clause Wild X CERTIFICATION REGARDING DEBARMENT, "Certification Regarding Debarment,Suspension,lnedgibikry SUSPENSIDN,INELIGCBLITY AND VOLUNTARY and VoluntaryExclusion-Lower Tler Covered Transaction€,' EXCLUSION provicec by the department or Contracting agency:sperng Pin t'.s Covered transactor,without modrncationr n all lower Tr,is provisos is apt:catie to all Feaeral-aid Construction liar covered transactfine and in ail solictations br ower tier contracts,aesign- Id Contracts,subccntra —,lovrtr--tier covered trarsacterts exceeding the$25,000 thresray. subcontracts,purchase rcers.!ease agreements,consultant contracts unary outer covered transac➢cn requirng FHW A In A partcipant n a Covered transacton may rely aeon a approval or that s estmated to cost b2`,OX or more— as cenifcation of a prospectve partcipant r a lower tier covered donned in e^CFR Paris tart arta 1200. nrisadion that is not deterred,suspended,iael ggWe,or voluntarily excluded from the umned transaction,unless it known that the certficaron is a neious. A particprrf b resporsil for ensuring trot Its r-remals are rotsuspendec, 1.Instructions for Certification—First Tier Participants: cebarredr otherwise ineligih:s to paritcpate in ccvered :nnsaa c:^s. To verfy the eligit:ility of Is print palsas well as Jr By sgr.rg arc subm Ring this proCosa.the prospecdue the eligib ty of any lower ter crospe.cve parponars,each *ry tier partcil s prove ng the certi-cation set oat bsluw. tartcipan+Play,but is not 7equired c:-,check the E chided Fartes Liz:System website,^titns:www.eo15.00a)1,wr.iorfi is D.The inability Of a person to provide tre certficator set out Compiled by the Gwent Services Administration. below will not necessarily resuk in denial of oarticipation it this Exhibit I -Page 9 of 12 Nota-g contared n the foregoing shall oe constr ied to this transaction originated may cr;rsue available raml. require the esriblis-mer.!.of a system o;nsaords in order to ita,.c ng sumens Or ra,'or debarment. render in good fa th the oenrfication>equired by Chis ca-se T*e incwledge and -lem-ation 05 the prospective oant oipant o.The prospective lower ter partico ant sial provide is cot-squired to exceed teat which is normally possessed C-y mmediam mitten notice to the pe son to Wrion this proposal s a prudent asnon in dha ordinary course of busress dealings. submite] f at any time the proseective lower tier partcipan: teams that its cernfcation was eno mous by•eascr of "sept for transactions auth�onzed.:reer caragraph;f;of charge+:,��rcumsta^des. timse instr,etons.=a pz^:io:pznt n a cesred'mnaz ion knowirgy enters into a Iewer tier ceiered'.rdirsact,with a d.The tems'coverec transaction," 'aebarreci person who is suspended, deba^ea,ineligidie,or voluntarily' "ii spenced; 'imesgible,'cancipant,' 'oe•scn.' 'principal' exclucea prom panic tiatcrt in bit s aansaaien, r aea Lien to and '4niaatanly exoluded.'as uses in tr s clauseare defined other-ernes es ava'able to the Feceral C-everrri r~e ^2 CFR Parts 'EC and 1200 You ray oac+act Lre pe., On to depa-i-ent or agency may terminate this transaction for Cause which this trtfoosa is subm tied fdrassisiance r obtaining a or defa,'lt. copy of Chose regulations. -Firs:Tier Coverer Transactions- -fen tc any cove ac transaction Cc—'ween a gra,^tee or ' ' •' • sub q•rtee of Federal f„rds and a paricoant±suo^as the can re ran general art iratr:. 'Lower I si Covered Transao�rons' 2. Certification Regarding Debarment,Suspension, -e`e•s'c any coveac transaction arcer a First Tier Covered Ineligibility and Voluntary Exclusion—First Tier 7-iransacdor isuor as sut�facts i. 'Frst Tier Fartaipant^ Participants: eters to tee panic pant w*o has^terse into a cov: +raniaOftn,win a gra rtes or s cgrrtee c*'Federal far ds Zr ire prtspE"e 5rst ter particpant cer.nies[a the idest of ;such as tire prme or gererat cortra=r; 'Lowe-r Tier its krowiedy and belie`,,that it and its pr-cipa'ssiit.Ipan';refers any partcipan who has entered into a .covered trsactcrr wt a First Ter Participant or other Lower i Are not presendy dedzrecsuspender,croposed for Tier Partioauns(such as subcorbactors and supplii. debarmemi declared ineligible,or x<untanfy excludes from parti,-psung in covered transactions by any Fe]e4 e.The crospeave lower tier garicipant agrees by depa i- ,ent or agencysubmit ng&s proposal that,ahovic the proposed covered transacticr be entered oto it shall not knowi:rgy enter rho Zl Have not will n a trrree-yearprod wed ng this any lower tier covered transactor wth a perscr wino s proposal been carvicteO ofor had a civ.jucgtme-t-endered aebarredsuspi eeclarsc ineligloie,or voluntarily against them for eommssor, of faud ora ono ral offense in excluded from participation n this covere t transaction, unless connector win obtaining, atterhptng m Oita n, orps+'omrimg a.rttcr:ed by the cepartmerit x agency wth w1^ch ban s a public f,Fedeml.Slate:r locali transaction or cotntraG ander transaciidn ong,nated. a public transactionviolation of Federal or State antitrust stattnas at CCrrm scion of embez;der t. then:.. forgery, f,The prospedire lower tier participr!fuer agrees by bribery, fcatcr or desructcn of records,mating fsise submitting t^s proposal that it wall cuee this cause thleo siater•en6, or receiving stolen property; 'Ce^'rmation Regarding Debaroen 'usper ion 'religibility, r d'Voluntary Exclusion-Lower Tier Covered T:doh saction,' °.1 Are not presently indicbo%or or otherwise cr minally Or without modificationin all ower her covered transactions we ciu lly chargee by a govemr,ental entity;Feceral,State or n all solotatons for lower tier covered rarsactons exceed ng local]with commies on of any of re ortierses sn.rr :red in the$29.DDD threshold. paragracn f3v,2t Of this oertfcator r and g.A partcipan: a a covered transactor may rely upon a ;41 Nave not witr in a three-year peYod pieced ng this certifcation of a prospe_l partcipam in a lower tier covered applicatiorteroli hac one or more public transactions transacuor trat is not imearred, suspended,irel gve,or ;Federal.State or locali terminated for cause cr default. volurianly excluded?rem the covered transaction, unless it knows that Lae certficator is e^onecti A pia.eipant is b. 'Ahem the It a pectve participant i unable to ceYifyto respcnsib+e Ydrensunng that its rrrcicats are not susperced, any of the statements,r in s oe-+.rfcation.suer prespeclive oebared,can cthenvse ineligibie to pardcpate in covered particpant snail attach an explanation to this proposal. transi Tc vi the eligibility of its princ palsas well as the eligib�ty cf arty own ter crospectve partoprts,earl 2.Instructions for Certification-Lower Ter participants: participant]hay,but is not required to.check Ire`cxduded -Partes Lis!System wedslte,s dbos.:�'wvvw ecls.d i�i,wn.ion is ]App'sabre to all s:aceuntrad5,purchase orders and other compiled by the General Services Administration. lower tier trarrsacticirs requiring prior FHWA approvai or estmated to cost 525.{100 or more-e CFR Paris '°0 arc h.hoth+.g contared it the'omgcirg shall de construed to 12007. +quire esmdlishmis,-i of a system of+ecards n Order to render r good faltri the certr'icatm r_�.;red ey this clause.Tee a.3y s gr rg anc subm]ting this provcsai,the prospedvve Knowledge and tnfo'madcn of parteprt s not requ nie to lower tier is providing the certificercn set out belowexceed that which s nom^ally possessed by prudent person in the ordinary course or:,i dsai cgs. 'b.The oiniflation in this clause is a materai rt+prosentaton o'Iti' loon'xhich rsr•arce was placed wher tn'e Twit aCtidn i.Except far n-saGtCr;alit''r.Vped under Paragrapfh. e of was entered noon C it is'aher Bete mineu that tre orospectve these nstructicns,r a partcipan m a ocnerec tram sacton lower ter partcipan knowingly re:^cered a-r r^tr^eous knowingly emhem r,c.a":ower ter covered transaction with a certfeator, m acc-.en to diner smsc es avaiat a to the cersor who s suspendec,debarre1 rrilgible,or voluntarily Federal Gore tri the cep irtrnent or agency with•which excluded from partceadcn n this transaction,in additon to other remedies available to the Federal Government,the Exhibit 1-Page 10 of 12 depa-trnent or agency with which this a nsa iicn originated may pursue availaae remedies, including wspension ari debannent !,ertiFcation Regarding Debarment, Suspension, Ineligbility a nd Voluntary Exclusion—Lower Tier Participants: 1.The pros;-ective lower tier participari oe fifes, by submission of th s proposal,that nether it nor its princpals is presently debalrec,suspendec,proposed for debarment, declared in ,ligib{e,or voluntarily excluded from partiopatingi in cove-.c transactions-,y ary Feeeral aecartment cr agency. ^_ there the prespe- the owerter paniclpant is'anable to oert=y to any of bre statererm n th s ce+^rication. such prospective to icipant shall atach an exoianator to this proposal. %I.CERTWICATION REGARDING USE OF CONTRACT FUNDS FOR LOBBYING This proviso is apt czi to all Feceral-aid construction contracts and to all relatec subcontracts which exceed 5100,000149 CFR 20;. 1.The prospective partiopart certifies,by sgr rg anc subm iting this b e or proposal,to the best of h s or her knovdeege arc bei ef. that a. No Feceral amrvpriated funds have been paid or wll ce paid,oy or or bei,,arf of l uneeesignec,to any person fo, influencing or attempting to influence an officer or emItl- c- any Federal'agency, a Memieer of'Congrsss, an officer or employee of Gorges, or an employee cf a Mem ber of Congress in oonrectlon witn the awarding of any Feoeral contract,the mak ng of any Feel grant. the making of any Federal loan,the enterng into of any cooperatve agreement, and the extensicr,continuatl renewal, amendment or mod'rfcation of any Federal'oantact grant. IoEar„ or cooperative agreement. t.. if any funds cher than Federal appropriated furres have been paid or will be eaid to any pension far infuencing or attempting to influence an office€or er voyee c%any Feeerai agency,a Mem ber of Congress, an officer or employee of Congress,ar an employee of a Member of-:ongrms in conneubon wth If,s Feceral contact, grant, loan.or cooperative agreement, to uncersigrec shall complete arc subm-t 5tancard twor LL. 'Disclosure Form be Report Lobbying,' n accordancs with its instructions. 2.This cerl c,, is a materai representator cr fact upon wh ch reliance was c ace, when this transition-was made or entered into. Sucmissicn of this certicatcr, is a prerequ site for mak ng or entering into this transactor imposed by 31 LI.S.C. 1352. Any person who fats to fie the required certf�ation shall be su bject to a civl penalty of n et less tun 510.000 and rot mere than 5100,0"00 for eac3r s-: i failure 3.The prospeaios pardc cant also ag>, by s'„bm ttng i-- bid -bid or proposal that the car icipaM shall require^hat the language of this certl be indu ded r ai lower tier subcontractswr)or exceso 5100,000 and that al su& recipients shall certify ane dis ll accordingly. Exhibit I -Page 11 of 12 ATTACHM ENT A-EMPLOYMENT AND MATERIALS B.T.re contraatar shalt include the prousicns of Seenorst PREFERENCE FOR APPALACHIAN DEVELOPMENT Ihmge4 of this At.3ohrrert A r.ewasrys.,:: .irmctfcrwork HIGHWAY SYSTEM OR APPALACHIAN LOCAL ACCESS which s.act reasonably may be,core as an-s to work. ROAD CONTRACTS Tris provis or. is aced tori a to a�'Feeersl-aid projef;ts furcev under the Accaiau^..an Regieea i ccmert Act of 1965. 1.During Ire perfomtanee ti contact,Cte contactor undertaking to do work'ehim is,or neascraby may be:dare as or-site work,3,raii give preference to qual5ed perions tvro Mguli res.Ce ir.the .Near 3re3 3s Cesigri by die COL wherein the contract work is situated,cr tre subregier,or the Appaach ar muntes of Ire Sate wherein the contract work is sih.3ted.except a.To he extent that an allee persons reg.Iary rescing r the area are not availabie. o.=cr tre reasonable needs afthe x,mactcr to employ super,i or specally experenc peescnre necessary to assure an effic ent execution of tre contract work. c.Forthe Cblig3tCr ofthe ccrtractcr to crit+ajelcrme o:to present crfcrmer employs as the result of a lawful mladruse barge r ng crrntraci,provided erai the numberof nonresident persons employed un der this subparai i lei shai'net exceec 20 percent of the total+umber of employees erployec by the sonnalar on he centrad work,except as provided In subparagraph i4',below. g.The contractor via[[place a mb arcs:wth the Slate Emiplcymert Servce indicating Is!the rassil cations o?the labs.-._ rrieC!anics and other eroioyees required m c r'cn^ tre contract work,Ibl the numberof ersloyees required in each class ficatior, ;c;Cie date r wn.c^:tra.anticipant estmates such ems<oye.=s will pp ecuired arc d',any other pertinent -fon^at or rev.:•ec by:he 3tace Erpinyment Szrvi,r-to pmplete the r .c•cer4m. T^e cbortle•raybs placed mth he Stave Empoyment 3e^vice in wrong or by telephone. If duhng he cause f the centrac'.work,tre inrorr.�ah,subm tea hv'-he co^+racier in the ongina+:job order is substandaily r�adined,tre p�ic.ant shall cram�^7y notify tre£;ate Emplcym.ert Sery:a:. 3.The corlracDx snail give fJ!arsiceraticr to a t.qualried job applicants referea to-.m by tre irate Employreri Service. Tho contractor s nal rc v red?c grant emplcyrri to any;C6 3pd cants rro.In mixt opinionare not c ifec M perornm the classiftVicr.cf work requires. A.M.within we week°ollowrg the placing of ajob order by tre contraeor with the State Em"ment Sc--vice.tre hate Erripicyrrai Zeryce is unable to Mter any qualified u applicants m tre contractor o,less th.3r the^.umber requested,tre State Emplcymert 2ervce wilt forward a oertifcate to tre oontaaor rdi,a9ng tre unavaiiab':ty c' applicants. Such certTicate shall re-made a art of&e. contractors per+.anent project records- Upon receipt of tr s cert�rc-vie.the eo.^tracts:may employ persons was ae nc?. normally reside in!he,labor area to%pos?iars aivered any the oert=rtace ^o:w?hstardirva the provsims ref sucparegraph ftoi aeave `_, Tnepr is ons a`23 C-R d33.207lei allow the contracting agency to pruvce a rxrtractual omferer.ce for the Use✓rminera resource ma[erfalsnative to the Appalachian regior. Exhibit I- Page 12 of 12 EXHIBIT J, ADDITIONAL FEDERAL REQUIREMENTS Federal laws and regulations that may be applicable to the Work include: Executive Order 11246 Executive Order 11246 of September 24, 1965 entitled "Equal Employment Opportunity,"as amended by Executive Order 11375 of October 13, 1967 and as supplemented in Department of Labor regulations (41 CFR Chapter 60) (All construction contracts awarded in excess of$10,000 by the Local Agencys and their contractors or the Local Agencys). Copeland"Anti-Kickback"Act The Copeland "Anti-Kickback"Act(18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3) (All contracts and sub-Agreements for construction or repair). Davis-Bacon Act The Davis-Bacon Act(40 U.S.C. 276a to 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). Contract Work Hours and Safety Standards Act Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-330) as supplemented by Department of Labor regulations (29 CFR Part 5). (Construction contracts awarded by the Local Agency's in excess of$2,000, and in excess of$2,500 for other contracts which involve the employment of mechanics or laborers). Clear Air Act Standards, orders, or requirements issued under section 306 of the Clear Air Act(42 U.S.C. 1857(h), section 508 of the Clean Water Act(33 U.S.C. 1368). Executive Order 11738, and Environmental Protection Agency regulations (40 CFR Part 15) (contracts, subcontracts, and sub-Agreements of amounts in excess of $100,000). Energy Policy and Conservation Act Mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act(Pub. L. 94-163). OMB Circulars Office of Management and Budget Circulars A-87,A-21 or A-122, and A-102 or A-110,whichever is applicable. Hatch Act The Hatch Act(5 USC 1501-1508) and Public Law 95-454 Section 4728. These statutes state that federal funds cannot be used for partisan political purposes of any kind by any person or organization involved in the administration of federally-assisted programs. Nondiscrimination 42 USC 6101 at sea. 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. ADA The Americans with Disabilities Act(Public Law 101-336;42 USC 12101, 12102, 12111-12117, 12131-12134, 12141-12150, 12161-12165, 12181-12189, 12201-12213 47 USC 225 and 47 USC 611. Uniform Relocation Assistance and Real Property Acquisition Policies Act The Uniform Relocation Assistance and Real Property Acquisition Policies Act, as amended (Public 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). Drug-Free Workplace Act The Drug-Free Workplace Act(Public Law 100-690 Title V, subtitle D,41 USC 701 at sea. . Age Discrimination Act of 1975 The Age Discrimination Act of 1975,42 U.S.C. Sections 6101 et. sec. and its implementing regulation,45 C.F.R. Part 91; Section 504 of the Rehabilitation Act of 1973, 29 U.S.C, 794, as amended, and implementing regulation 45 C.F.R. Part 84. 23 C.F.R. Part 172 23 C F.R. Part 172, concerning"Administration of Engineering and Design Related Contracts". 23 C.F.R Part 633 Exhibit J-Paee I of 2 23 C.F.R Part 633, concerning "Required Contract Provisions for Federal-Aid Construction Contracts". 23 C.F.R. Part 635 23 C.F.R. Part 635, concerning "Construction and Maintenance Provisions", Title VI of the Civil Rights Act of 1964 and 162(a) of the Federal Aid Highway Act of 1973 Title VI of the Civil Rights Act of 1964 and 152(a) of the Federal Aid Highway Act of 1973. The requirements for which are shown in the Nondiscrimination Provisions. which are attached hereto and made a part hereof. Nondiscrimination Provisions: In compliance with Title VI of the Civil Rights Act of 1964 and with Section 162(a)of the Federal Aid Highway Act of 1973, the Contractor, for itself, its assignees and successors in interest, agree as follows: xvi.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. xvii. Nondiscrimination The Contractor,with regard to the work performed by it after award and prior to completion of the contract work, will not discriminate on the ground of race, color, sex, mental or physical handicap or national origin in the selection and retention of Subcontractors, including procurement of materials and leases of equipment. The Contractor will not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix C of the Regulations. xviii.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. xix. 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. xx.Sanctions for Noncompliance In the event of the Contractor's noncompliance with the nondiscrimination provisions of this Agreement,the State shall impose such contract sanctions as it or the FHWA may determine to be appropriate, including, but not limited to: a.Withholding of payments to the Contractor under the contract until the Contractor complies, and/or b. Cancellation,termination or suspension of the contract, in whole or in part. Incorporation of Provisions§22 The Contractor will include the provisions of this Exhibit J in every subcontract, including procurement of materials and leases of equipment, unless exempt by the Regulations, orders, or instructions issued pursuant thereto. The Contractor will take such action with respect to any subcontract or procurement as the State or the FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance; provided, however,that, in the event the Contractor becomes involved in, or is threatened with, litigation with a Subcontractor or supplier as a result of such direction, the Contractor may request the State to enter into such litigation to protect the interest of the State and in addition, the Contractor may request the FHWA to enter into such litigation to protect the interests of the United States. Exhibit J-Page 2 of 2 EXHIBIT K, FFATA SUPPLEMENTAL FEDERAL PROVISIONS State of Colorado Supplemental Provisions for Federally Funded Contracts, Grants, and Purchase Orders Subject to The Federal Funding Accountability and Transparency Act of 2006 (FFATA),As Amended Revised as of 3.20-13 The contract, grant, or purchase order to which these Supplemental Provisions are attached has been funded, in whole or in part, with an Award of Federal funds. In the event of a conflict between the provisions of these Supplemental Provisions, the Special Provisions,the contract or any attachments or exhibits incorporated into and made a part of the contract, the provisions of these Supplemental Provisions shall control, 1. Definitions. For the purposes of these Supplemental Provisions, the following terms shall have the meanings ascribed to them below. 1.1. "Award" means an award of Federal financial assistance that a non-Federal Entity receives or administers in the form of: 1.1.1.G rants; 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; 1.1.5.1-oan Guarantees, 1.1.6.Subsidies; 1.1.7.lnsurance; 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: htto//fedclov,dnb.com/webform. 1.5. "Entity" means all of the following as defined at 2 CFR part 25, subpart C; 1.5.1. A governmental organization, which is a State, local government, or Indian Tribe; 1.5.2.A foreign public entity; 1.5.3.A domestic or foreign non-profit organization, Exhibit K- Page 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 2005 (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 htto://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 S10,000. 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 Exhibit K- Page 2 of 4 is not subject to the terms and conditions of the Federal award. Program compliance requirements do not pass through to a Vendor. 2. Compliance. Contractor shall comply with all applicable provisions of the Transparency Act and the regulations issued pursuant thereto, including but not limited to these Supplemental Provisions. Any revisions to such provisions or regulations shall automatically become a part of these Supplemental Provisions, without the necessity of either party executing any further instrument. The State of Colorado may provide written notification to Contractor of such revisions, but such notice shall not be a condition precedent to the effectiveness of such revisions. 3. System for Award Management (SAM) and Data Universal Numbering System (DUNS) Requirements. 3.1. SAM. Contractor shall maintain the currency of its information in SAM until the Contractor submits the final financial report required under the Award or receives final payment, whichever is later. Contractor shall review and update SAM information at least annually after the initial registration, and more frequently if required by changes in its information. 3.2. DUNS. Contractor shall provide its DUNS number to its Prime Recipient, and shall update Contractor's information in Dun & Bradstreet, Inc. at least annually after the initial registration, and more frequently if required by changes in Contractor's information. 4. Total Compensation. Contractor shall include Total Compensation in SAM for each of its five most highly compensated Executives for the preceding fiscal year if: 4.1. The total Federal funding authorized to date under the Award is $25,000 or more; and 4.2. In the preceding fiscal year, Contractor received: 4.2.1. 80% or more of its annual gross revenues from Federal procurement contracts and subcontracts and/or Federal financial assistance Awards or Subawards subject to the Transparency Act, and 4.2.2. $25,000,000 or more in annual gross revenues from Federal procurement contracts and subcontracts and/or Federal financial assistance Awards or Subawards subject to the Transparency Act; and 4.3. The public does not have access to information about the compensation of such Executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)or§6104 of the Internal Revenue Code of 1986. 5. Reporting. Contractor shall report data elements to SAM and to the Prime Recipient as required in §7 below if Contractor is a Subrecipient for the Award pursuant to the Transparency Act. No direct payment shall be made to Contractor for providing any reports required under these Supplemental Provisions and the cost of producing such reports shall be included in the Contract price. The reporting requirements in§7 below are based on guidance from the US Office of Management and Budget(OMB), and as such are subject to change at any time by OMB. Any such changes shall be automatically incorporated into this Contract and shall become part of Contractor's obligations under this Contract, as provided in §2 above. The Colorado Office of the State Controller will provide summaries of revised OMB reporting requirements at http://www.colorado.gov/dpa/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. Exhibit K-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 Subrecipiert'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. Exhibit K-Page 4 of 4 EXHIBIT L, SAMPLE SUBRECIPIENT MONITORING AND RISK ASSESSMENT Pege'l of ®® SUBRECIPIENT DETERMINATION TOOL Named Pmpn/Prv¢rem_i 19th 5tne5idew.elk-TAPM110-105-20910 Name WEntlry Su pleml'. C of90Yldar __ W ndln eery Name'. FHWA mmucda,: LCM1¢kvnN vne/w/or eurfi puen2n.Allpvesronrvre reCuire✓ry be vnswered Yes No Relationship Rewew tderevyaivas OTmvnualNidentN rhe",hl Uerwminvrion^bY+eleump eiMer'5�Ne6pieni'ar"Cenvocrar'. 3.TYa m me name al eooruafitesp1fs—or[d pk.d Ma.lhm a.IDawasefat.nbWr rammela who 1. r,pbndmmesneppiav vrrfwnea vaibbl.). 1 Daatlrasnti da[erm who sell ihlemn eihat Fadenbalawnea?rs ❑ � Contractor 1 Das tit a n! have ns n[nalbll fpr r mmvll[delslpn makl ? Subnei lent 3 is theghthy rasponalbla for ad Meana to appli.b la Fedanlprammsequirsma Me a ps[Nled in the Feerelaward? W ❑ subreci ' t pun 6 Does the antn,,In acwrda nos,whh its a{mame m,use Ne fadanl funds to carry out a program for a public Pu pee 21 faelRed I0authorl[Ing,tatu4?(q,opposed to providitl pooch or,erviva for rhe nemfr of COOT) ❑ Subretipiant S Doestha entlry mvide similar goods or se ss to ma ny dirhrant Duaesa h ❑ o Subreclphi t 6 Does the entity no rma I fy oanta In a wmpadtiva an n ant? 6ubreciplent ti T Does the anry rwitl�ootlaorwrviwsihatare andllato Mao mtlon pf Ma Fedora 1pr ❑ I 9ubracipient 8 is the enthY,ubject to comphanca requirements of the Fadarel program ase result of this a nticip.bedaQnemenx, 430 ContractorFademlpmghimWeame? Subn[Iplant Subreelplant Flnel Dabrminetlafithept si,b,"Wam0,Caopana: Subnelpiant NOTE:In ,-manlMtw u1J01 ands rA.r nFedeml enu'ryc the tette cubreopic m cMs subset¢of rhe rrt/ml•nsAyi Mp+rnnr then theferm vfrhe egree me A'/.f Ph,dmo¢erhri ';,I,d nbnv —,ear be present in all eme;and rbepmsthrouBh rtnrhY mua*use 4dgme in derrrJyrn9eacfi aryr.—I er asuh—rd nr apmremmem-.—I.11 Mere 1,.,,dnubr .i0rr.—h;p andY^u ore rrrlWi O theen�ity tv meet pogm crMui ,Membuanafilp msr be d—, ,u brecpim Name Of COOT Stag a usti gebardani wen letin form: _ An Nea4anlc mpy v(MlaSubreclpMnt OeLrmMatlon Tvdreportmuatbe tedfwea[h profess lfetlenl erd)antl attaded to MCShopDing Grtprle tg an agromant entio.bale{aneubd. Su bDatTool Y.O�=814 FINAL v3.0 20816.. Exhibit L-Page 1 of 3 Page 1 of 2 Name of Entity{Subrecipientj: city of Boulder Entity Representative for this Self Assessment: Gerrit$latter,Transportation Capital Projects El Tabulation of Risk from Subrecipien t Self Assessmen t Risk Range QuestionColumn Weight of Weighted COOT Added Number E+F Column Total Risk Min to Max Question Value Risk 1 0 1.5 0 0 20 _ 2 .. _. 0 _..... 0. ... 3 . 0 _ 3 0 0 Experience Assessment Subtotal t r 4 0 0 3 0 0 Sa 0 03 0 0 Sb .. 0 0 .. 5 0 .___.._._ _. .__ 0 _.. i✓loni torin /Audit Assessment Subtotal � r 6 0 3 0 0 O eration Assessment Subtotal r 7a 0 1 0 0 7b 0 8 0 1 0 0 9 0 _ 0 3 _ ._.._ 0 _.. __...__....__. 0 _... 10 0 0 2 0 v 0 _ 0 Fnancial Assessment Subtotal + t 12 0 0 3 0 0 130 1 0 0 14 0 _.._ 3 0 0 15 . .. 0 .., 3 -_. 0 16 0 _ 0 ._ 2 _..0 ,. 0 .� Internal Control Assessment Subtotol t 19 0 0 1 0 0 Impactt Assessment Subtotal e 20 2 0 1 2 2 21 _ 0 0 . , 3 00 . 22a ,_. 0 0 2 0 .. _._. '__. 0 22b2 0 _ 2 4 4 .... __. .._ ._..._-- 22c 2 0 2 4 - 4 22d _.._ 2 _.. 0. 2 4 22e � 2 0 2 4 4 .._ ......t..._.. Pm ram Hlana =.men±Hssessmes±SaStotal r Total Self-Assessed Risk r 3y checking this box.the Executive Cireaor,VP or Chief Financial Officer of TRUE this entificertrfies that all information provided on Subreapiert Self Assessment is true and correct CalculationafRisk Exhibit L -Page 2 of 3 Page 2 of 2 Tabulation of Risk from COOT Que:Low -No t for inclusion in Self Risk Range Assessment Quaire Question Column Weight hted COOT Added Number (E+F) Column(G) Questiolue Risk Total Rak Min to Max 1 0 0 1 _ 0 _ .3a T 00 5 0 ___ _ 03b 0 � 0 50 0 3c 0 f0 ` 50 4 0 0 5 __ 0 _ 5 OI0 5 0 9a 0 .--' -----t—.___- 8b 0 __.Sc O0 , 5 _ 000OT Assessed RiskGrand Total Risk Store -Assessed Risk+COOTAssessed Ri.WRisk Ra 0 84 Low Risk 85------------------153 Medium Risk 154--------184+ Hi h Risk Assesseds eve ow is L,Zkassessed e of the three risk levels in the YELLOW highlighted cell for the final for this Subreciplent. Update in SAP as indicated in the Manual. CalculationofRisk Exhibit L-Page 3 of 3 EXHIBIT M, OMB Uniform Guidance for Federal Awards Subject to The Office of Management and Budget Uniform Administrative Requirements,Cost Principles,and Audit Requirements for Federal Awards("Uniform Guidance"), Federal Register,Vol.78,No.248,78590 The agreement to which these Uniform Guidance Supplemental Provisions are attached has been funded,in whole or in part,with an award of Federal funds. In the event of a conflict between the provisions of these Supplemental Provisions, the Special Provisions,the agreement or any attachments or exhibits incorporated into and made a part of the agreement, the provisions of these Uniform Guidance Supplemental Provisions shall control. In the event of a conflict between the provisions of these Supplemental Provisions and the FFATA Supplemental Provisions,the FFATA Supplemental Provisions shall control. 9. Definitions.For the purposes of these Supplemental Provisions,the following terms shall have the meanings ascribed to them below. 9.1. "Award"means an award by a Recipient to a Subrecipient funded in whole or in part by a Federal Award. The terms and conditions of the Federal Award flow down to the.Award unless the terms and conditions of the Federal Award specifically indicate otherwise. 2 CFR§200.38 9.2. "Federal Award"means an award of Federal financial assistance or a cost-reimbursement contract under the Federal Acquisition Requirements by a Federal Awarding Agency to a Recipient. "Federal Award" also means an agreement setting forth the terms and conditions of the Federal Award. The term does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal program. 9.3. "Federal Awarding Agency" means a Federal agency providing a Federal Award to a Recipient.2 CFR §200.37 9.4. "FFATA"means the Federal Funding Accountability and Transparency Act of 2006(Public Law 109-282),as amended by §6202 of Public Law 110.252. 9.5. "Grant'or"Grant Agreement"means an agreement setting forth the terms and conditions of an Award. The term does not include an agreement that provides only direct Federal cash assistance to an individual,a subsidy, a loan,a loan guarantee,insurance, or acquires property or services for the direct benefit of use of the Federal Awarding Agency or Recipient. 2 CFR§200.51. 9.6. "OMB"means the Executive Office of the President,Office of Management and Budget. 9,7. "Recipient'means a Colorado State department, agency or institution of higher education that receives a Federal Award from a Federal Awarding Agency to carry out an activity under a Federal program. The term does not include Subrecipients. 2 CFR§200.86 9.8. "State"means the State of Colorado,acting by and through its departments,agencies and institutions of higher education. 9.9. "Subrecipient"means a non-Federal entity receiving an Award from a Recipient to carry out part of a Federal program. The term does not include an individual who is a beneficiary of such program. 9.10. "Uniform Guidance"means the Office of Management and Budget Uniform Administrative Requirements, Cost Principles,and Audit Requirements for Federal .Awards,which supersedes requirements from OMB Circulars A-21,A-87,A-110, and A-122, OMB Circulars A-89,A-102,and A-133, and the guidance in Circular A-50 on Single Audit Act follow-up. The terms and conditions of the Uniform Guidance flow down to Awards to Subrecipients unless the Uniform Guidance or the terms and conditions of the Federal Award specifically indicate otherwise. 9.11. "Uniform Guidance Supplemental Provisions"means these Supplemental Provisions for Federal Awards subject to the OMB Uniform Guidance, as may be revised pursuant to ongoing guidance from relevant Federal agencies or the Colorado State Controller. 10. Compliance. Subrecipient shall comply with all applicable provisions of the Uniform Guidance, including but not limited to these Uniform Guidance Supplemental Provisions. Any revisions to such provisions automatically shall Exhibit N4-Page 1 of 5 become a part of these Supplemental Provisions,without the necessity of either party executing any further instrument. The State of Colorado may provide written notification to Subrecipient of such revisions,but such notice shall not be a condition precedent to the effectiveness of such revisions. 11. Procurement Standards. 3.1 Procurement Procedures. Subrecipient shall use its own documented procurement procedures which reflect applicable State,local, and Tribal laws and regulations,provided that the procurements conform to applicable Federal law and the standards identified in the Uniform Guidance,including without limitation, §§200.318 through 200.326 thereof. 3.2 Procurement of Recovered Materials. If Subrecipient is a State Agency or an agency of a political subdivision of a state, its contractors must comply with section 6002 of the Solid Waste Disposal Act,as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency(EPA)at 40 CFR part 247 that contain the highest percentage of recovered materials practicable,consistent with maintaining a satisfactory level of competition,where the purchase price of the item exceeds$10,000 or the value of the quantity acquired during the preceding fiscal year exceeded$10,000;procuring solid waste management services in a manner that maximizes energy and resource recovery;and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. C Access to Records. Subrecipient shall permit Recipient and auditors to have access to Subrecipient's records and financial statements as necessary for Recipient to meet the requirements of§200.331 (Requirements for pass-through entities),§§200.300(Statutory and national policy requirements)through 200.309(Period of performance),and Subpart F-Audit Requirements of the Uniform Guidance. 2 CFR§200.331(a)(5). 5. Single Audit Requirements. If Subrecipient expends$750,000 or more in Federal Awards during Subrecipient's fiscal year, Subrecipient shall procure or arrange for a single or program-specific audit conducted for that year in accordance with the provisions of Subpart F-Audit Requirements of the Uniform Guidance, issued pursuant to the Single Audit Act Amendments of 1.996,(31 U.S.C.7501-7507). 2 CFR§200.501. 5.1 Election, Subrecipient shall have a single audit conducted in accordance with Uniform Guidance§200,514 (Scope of audit),except when it elects to have a program-specific audit conducted in accordance with §200.507 (Program-specific audits). Subrecipient may elect to have a program-specific audit if Subrecipient expends Federal Awards under only one Federal program(excluding research and development)and the Federal program's statutes,regulations,or the terms and conditions of the Federal award do not require a financial statement audit of Recipient. A program-specific audit may not be elected for research and development unless all of the Federal Awards expended were received from Recipient and Recipient approves in advance a program-specific audit. 5.2 Exemption. If Subrecipient expends less than$750,000 in Federal Awards during its fiscal year,Subrecipient shall be exempt from Federal audit requirements for that year,except as noted in 2 CFR§200.503 (Relation to other audit requirements),but records shall be available for review or audit by appropriate officials of the Federal agency,the State,and the Government Accountability Office. 5.3 Subrecipient Compliance Responsibility. Subrecipient shall procure or otherwise arrange for the audit required by Part F of the Uniform Guidance and ensure it is property performed and submitted when due in accordance with the Uniform Guidance. Subrecipient shall prepare appropriate financial statements, including the schedule of expenditures of Federal awards in accordance with Uniform Guidance§200.510(Financial statements)and provide the auditor with access to personnel,accounts,books,records,supporting documentation,and other information as needed for the auditor to perform the audit required by Uniform Guidance Part F-Audit Requirements. 6. Contract Provisions for Subrecipient Contracts. Subrecipient shall comply with and shall include all of the following applicable provisions in all subcontracts entered into by it pursuant to this Grant Agreement. 6.1 Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60,all contracts that meet the definition of"federally assisted construction contract"in 41 CFR Part 60.1.3 shall include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246,"Equal Employment Opportunity"(30 FR 12319, 12935,3 CFR Part, 1964-1965 Comp., p.339),as amended by Exhibit M-Page 2 of 5 Executive Order 11375,"Amending Executive Order 11246 Relating to Equal Employment Opportunity,"and implementing regulations at 41 CFR part 60,"Office of Federal Contract Compliance Programs,Equal Employment Opportunity,Department of Labor." "During the performance of this contract,the contractor agrees as follows: (1) The contractor will not discriminate against any employee or applicant for employment because of race,color,religion.sex, or national origin. The contractor will take affirmative action to ensure that applicants are employed,and that employees are treated during employment, without regard to their race,color, religion, sex,or national origin. Such action shall include,but not be limited to the following: Employment, upgrading, demotion,or transfer,recruitment or recruitment advertising; layoff or termination: rates of pay or other forms of compensation; and selection for training,including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment,notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. (2) The contractor will,in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color,religion,sex, or national origin. (3) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers'representative of the contractor's commitments under section 202 of Executive Order 11246 of September 24, 1965,and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (4) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965,and of the rules,regulations,and relevant orders of the Secretary of Labor. (5) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules,regulations,and orders of the Secretary of Labor, or pursuant thereto,and will permit access to his books,records,and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations,and orders. (6) In the event of the contractor's non-compliance with the nondiscrimination clauses of this contractor with any of such rules,regulations,or orders,this contract may be canceled,terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965,or by rule, regulation, or order of the Secretary of Labor,or as otherwise provided by law. (7) The contractor will include the provisions of paragraphs(1)through(7)in every subcontractor purchase order unless exempted by rules,regulations,or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontract or purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions For noncompliance: Provided, however, that in the event the contractor becomes involved in,or is threatened with, litigation with a subcontractor or vendor as a result of such direction,the contractor may request the United States to enter into such litigation to protect the interests of the United States." 4.2 Davis-Bacon Act. Davis-Bacon Act,as amended(40 U.S.C.31413148). When required by Federal program legislation,all prime construction contracts in excess of$2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act(40 U.S.C.3141.3144,and 3146-3148)as supplemented by Department of Labor regulations(29 CFR Part 5,"Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition,contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland"Anti-Kickback"Act(40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3,"Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Exhibit M-Page 3 of 5 w S � Part by Loans or Grants from the united States"). The Act provides that each contractor or Subrecipient must be prohibited from inducing,by any means,any person employed in the construction,completion,or repair of public work,to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. 4.3 Rights to Inventions Made Under a Contract or Agreement If the Federal Award meets the definition of "funding agreement"under 37 CFR§401.2(a)and Subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that"funding agreement," Subrecipient must comply with the requirements of 37 CFR Part 401,"Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants,Contracts and Cooperative Agreements,"and any implementing regulations issued by the awarding agency. 4.4 Clean Air Act(42 U.S.C.7401-7671q.)and the Federal Water Pollution Control Act(33 U.S.C. 1251- 1387),as amended. Contracts and subgrants of amounts in excess of$150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards,orders or regulations issued pursuant to the Clean Air Act(42 U.S.C.7401-7671q)and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387).Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency(EPA). 4.5 Debarment and Suspension(Executive Orders 12549 and 12689). A contract award(see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM),in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549(3 CFR part 1986 Comp.,p. 189)and 12689(3 CFR part 1989 Comp.,p.235),"Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended,or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. 4.6 Byrd Anti-Lobbying Amendment(31 U.S.C.1352).Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency,a member of Congress,officer or employee of Congress,or an employee of a member of Congress in connection with obtaining any Federal contract,grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award. 7. Certifications. Unless prohibited by Federal statutes or regulations,Recipient may require Subrecipient to submit certifications and representations required by Federal statutes or regulations on an annual basis. 2 CFR§200.208. Submission may be required more frequently if Subrecipient fails to meet a requirement of the Federal award. Subrecipient shall certify in writing to the State at the end of the Award that the project or activity was completed or the level of effort was expended. 2 CFR§200.201(3). If the required level of activity or effort was not carried out,the amount of the Award must be adjusted. 2. 8. Event of Default. Failure to comply with these Uniform Guidance Supplemental Provisions shall constitute an event of default under the Grant Agreement(2 CFR§200.339)and the State may terminate the Grant upon 30 days prior written notice if the default remains uncured five calendar days following the termination of the 30 day notice period. This remedy will be in addition to any other remedy available to the State of Colorado under the Grant,at law or in equity. 9. Effective Date. The effective date of the Uniform Guidance is December 26,2013. 2 CFR§200.110. The procurement standards set forth in Uniform Guidance §§200.317-200.326 are applicable to new Awards made by Recipient as of December 26,2015. The standards set forth in Uniform Guidance Subpart F-Audit Requirements are applicable to audits of fiscal years beginning on or after December 26,2014. 10. Performance Measurement The Uniform Guidance requires completion of OMB-approved standard information collection forms(the PPR). The form focuses on outcomes, as related to the Federal Award Performance Goals that awarding Federal agencies are required to detail in the Awards. Exhibit M-Page 4 of 5 Section 200.301 provides guidance to Federal agencies to measure performance in a way that will help the Federal awarding agency and other non-Federal entities to improve program outcomes. The Federal awarding agency is required to provide recipients with clear performance goals, indicators, and milestones (200.210). Also, must require the recipient to relate financial data to performance accomplishments of the Federal award. Exhibit M-Page 5 of 5