HomeMy WebLinkAbout2012-11 Approving Amendment No. 1 of IGA with CDOT for thee Matterhorn Bridge ReplacementRESOLUTION NO. 11
Series of 2012
A RESOLUTION APPROVING AMENDMENT NO. 1 OF AN INTERGOVERNMENTAL
AGREEMENT BETWEEN THE TOWN OF VAIL AND THE COLORADO DEPARTMENT
OF TRANSPORTATION FOR THE MATTERHORN BRIDGE REPLACEMENT; AND
SETTING FORTH DETAILS IN REGARD THERETO.
WHEREAS, the Town of Vail (the "Town "), in the County of Eagle and State of
Colorado is a home rule municipal corporation duly organized and existing under the laws of
the State of Colorado and the Town Charter (the "Charter ");
WHEREAS, the members of the Town Council of the Town (the "Council ") have been
duly elected and qualified;
WHEREAS, the Town and the Colorado Department of Transportation (the "CDOT ")
entered into an Intergovernmental Agreement (the "IGA ") dated December 30, 2010 to
remove and replace the Vail Matterhorn Bridge (the "Project ") attached hereto as Exhibit A ;
WHEREAS, the IGA encumbered the design phase funding in the amount of
$118,733.00;
WHEREAS, the Town and CDOT wishes to enter into Amendment No. 1 (the
"Amendment ") to the original IGA to include the construction phase of the project in the
amount of $908,767.00, increasing the total contract to $1,027,500.00; and
WHEREAS, the Council's approval of Resolution No. 11, Series 2012, is required to
enter into the IGA.
NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN
OF VAIL, COLORADO THAT:
Section 1. The Council hereby approves and authorizes the Town Manager to
enter into the Amendment with CDOT on behalf of the Town in substantially the same form
as attached hereto as Exhibit B and in a form approved by the Town Attorney.
Section 2. This Resolution shall take effect immediately upon its passage.
INTRODUCED, PASSED AND ADOPTED at a regular meeting of the Town Council
of the Town of Vail held this 7 day of February, 2012.
Andrew P. Daly
Town Mayor
!i Donaldson, y " ""
Clerk �0; •
CAA
Resolution No. 11, Series 2012
(FMLAWRK)
PROJECT BRO M306.005 (18033) Contract Routing # 11 HA3 26016
REGION 3/(DAW) ID #33100375
STATE OF COLORADO
Department of Transportation
Interagency Agreement (IGA)
with the
Town of Vail
CDOT Vendor # 2000003
MATTERHORN BRIDGE REPLACEMENT Project # BR L4306-WS (18033)
TABLE OF CONTENTS
1. PARTIES .......................................................................................................... ............................... 2
2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY ....................................... ...........r.................:2
3. RECITALS ......................................................................................................... ..............................2
4 . DEFINITIONS .................................................................................................... ..............................2
5. TERM and EARLY TERMINATION ................................................................... ..............................3
6. SCOPE OF WORK ....................................... ............................... . 3
7. OPTION LETTER MODIFICATION ................................................................ ..............................7
8. ...................... ...............................
PAYMENTS ................................................................. ............................... .... ..............................8
9. ACCOUNTING ................................................................................................. .............................10
10. REPORTING - NOTIFICATION ...................................................................... .............................10
11 . LOCAL AGENCY RECORDS ......................................................................... .............................11
12. CONFIDENTIAL INFORMATION -STATE RECORDS ..................................... .............................12
13. CONFLICT OF INTEREST ............................................................................. .............................12
14. REPRESENTATIONS AND WARRANTIES .................................................... .............................12
15. INSURANCE .................................................................................................. .............................13
16. DEFAULT - BREACH ....................................................................................... .............................14
17. REMEDIES. ......... ................ ............. .14
.................. ... ......... ................. .. .......... ...............................
18. NOTICES and REPRESENTATIVES .............................................................. .............................16
19. RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE ............... .............................17
20. GOVERNMENTAL IMMUNITY . .................... ...... .17
.. ............................... ......................... ..............
21. STATEWIDE CONTRACT MANAGEMENT SYSTEM .................................... .............................17
22. FEDERAL REQUIREMENTS .......................................................................... .............................18
23. DISADVANTAGED BUSINESS ENTERPRISE (DBE) .................................... .............................18
24 . DISPUTES.. .......................................... ..................................... ............................
. .18
25. GENERAL PROVISIONS ............................. .............................. ..........
.. .18
..... ...............................
26. COLORADO SPECIAL PROVISIONS .......................................................... ............................... 21
27. SIGNATURE PAGE ........................................................................................ .............................23
28. EXHIBIT A - SCOPE OF WORK ..................................................................... ..............................1
29. EXHIBIT B - LOCAL AGENCY RESOLUTION ................................................ ..............................1
30. EXHIBIT C - FUNDING PROVISIONS ............................................................ ..............................1
31. EXHIBIT D -OPTION LETTER ....................................................................... ..............................1
32. EXHIBIT E - LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST .............................1
33. EXHIBIT F - CERTIFICATION FOR FEDERAL -AID CONTRACTS ................. ..............................1
34. EXHIBIT G - DISADVANTAGED BUSINESS ENTERPRISE .......................... ..............................1
35. EXHIBIT H - LOCAL AGENCY PROCEDURES FOR CONSULTANT SERVICES ........................ 2
36. EXHIBIT I - FEDERAL -AID CONTRACT PROVISIONS .................................. ..............................1
37. EXHIBIT J - FEDERAL REQUIREMENTS ...................................................... ..............................1
1. PARTIES
THIS AGREEMENT is entered into by and between, the STATE OF COLORADO acting by and
through the Department of Transportation (hereinafter called the "State" or "CDOT*) and the Town of
Vail (hereinafter called the "Local Agency').
2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY.
This Agreement shall not be effective or enforceable until it is approved and signed by the Colorado
State Controller or their designee (hereinafter called the "Effective Date"). The State shall not be liable
to pay or reimburse the Local Agency for any performance hereunder, including, but not limited to
costs or expenses incurred, or be bound by any provision hereof prior to the Effective Date.
3. RECITALS
A. Authority, Appropriation, And Approval
Authority exists in the law and funds have been budgeted, appropriated and otherwise made
available and a sufficient unencumbered balance thereof remains available for payment and the
required approval, clearance and coordination have been accomplished from and ,with
appropriate agencies.
1. Federal Authority
Pursuant to Title I, Subtitle A, Section 1108 of the "Transportation Equity Act for the 21"
Century" of 1998 (TEA -21) and/or the " Safe, Accountable, Flexible, Efficient Transportation
Equity Act: A Legacy for Users" (SAFETEA -LU) of 2005 and to applicable provisions of Tide
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
Provisionsl, certain federal funds have been and are expected to continue to be allocated
for transportation projects requested by the Local Agency and eligible under the Surface
Transportation Improvement Program that has been proposed by the State and approved by
the Federal Highway Administration ( "FHWAI.
Ii. State Authority
Pursuant to CRS §43-1 -223 and to applicable portions of the Federal Provisions, the State is
responsible for the general administration and supervision of performance of projects In the
Program, including the administration of federal funds for a Program project performed by a
Local Agency under a contract with the State. This Agreement Is executed under the
authority of CRS §§29 -1- 203, 43 -1- 110; 43 -1- 116, 43- 2- 101(4)(c) and 43 -2 -14.
B. Consideration
The Parties acknowledge that the mutual promises and covenants contained herein and other
good and valuable consideration are sufficient and adequate to support this Agreement.
C. Purpose
The purpose of this Agreement is for the distribution of federal funds for the design and
construction of the Matterhorn Bridge replacemnet Project # SRO M306 -005 (18033) Fed $ LA
Match with the town of Vail performing the work.
D. References
All references in this Agreement to sections (whether spelled out or using the § symbol),
subsections, exhibits or other attachments, are references to sections, subsections, exhibits or
other attachments contained herein or Incorporated as a part hereof, unless otherwise noted.
4. DEFINITIONS
The following terms as used herein shall be construed and interpreted as follows:
A. Agreement or Contract
'Agreement or "Contract" means this Agreement, its terms and conditions, attached exhibits,
documents incorporated by reference under the terns of this Agreement, and any future
modifying agreements, exhibits, attachments or references that are incorporated pursuant to
Colroado State Fiscal Rules and Policies.
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B. Agreement Funds
'Agreement Funds" means funds payable by the State to Local Agency pursuant to this Agreement.
C. Budget
'Budget means the budget for the Work as contained in Exhibit C.
D. Consultant and Contractor
' Consukant- means a professional engineer or designer hired by Local Agency to design the
Work and "Contractor" means the general construction contractor hired by Local Agency to
construct the Work.
E. Evaluation
"Evaluation' means the process of examining the Local Agency's Work and rating it based on
criteria established In §6 and Exhibits A and E.
F. Exhibits and Other Attachments
The following exhibit(s) are attached hereto and incorporated by reference herein: Exhibit A
(Scope of Work), Exhibit B (Resolution), Exhibit C (Funding Provisions), Exhibit D (Option
Letter), Exhibit E (Checklist), Exhibit F (Certification for Federal -Aid Funds), Exhibit G
(Disadvantaged Business Enterprise), Exhibit H (Local Agency Procedures), Exhibit I (Federal -
Aid Contract Provisions) and Exhibit J (Federal Requirements).
G. Goods
"Goods' means tangible material acquired, produced, or delivered by the Local Agency either
separately or in conjunction with the Services the Local Agency renders hereunder.
H. Oversight
'Oversight- means the term as it is defined in the Stewardship Agreement between CDOT and
the Federal Highway Administration ('FHWA") and as it is defined in the Local Agency Manual.
1. Party or Parties
' means the State or the Local Agency and ' Parties" means both the State and the Local
J. Work Budget
Work Budget means the budget as contained in Exhibit C.
K. Services
'Services' means the required services to be performed by the Local Agency pursuant to this
Contract.
L. Work
"Work" means the tasks and activities the Local Agency is required to perform to fulfill its
obligations under this Contract and Exhibits A and E. including the performance of the
Services and delivery of the Goods.
M. Work Product
'Work Product" means the tangible or intangible results of the Local Agency's Work, including,
but not limited to, software, research, reports, studies, data, photographs, negatives or other
finished or unfinished documents, drawings, models, surveys, maps, materials, or work product
of any type, including drafts.
5. TERM and EARLY TERMINATION.
The Parties' respective performances under this Agreement shall commence on the Effective Date.
This Agreement shall terminate 5years from Effective date, unless sooner terminated or completed as
demonstrated by final payment and final audit.
6. SCOPE OF WORK
A. Completion
The Local Agency shall complete the Work and other obligations as described herein in the
Exhibit A Scope of Work or Form 463. Work performed prior to the Effective Date or after final
acceptance shall not be considered part of the Work.
Page 3 of 23
B. Goods and Services
The Local Agency shall procure Goods and Services necessary to complete the Work. Such
procurement shall be accomplished using the Contract Funds and shall not Increase the
maximum amount payable hereunder by the State.
C. Employees
All persons employed hereunder by the Local Agency, or any Consultants or Contractor shall be
considered the Local Agencys', Consultants' or Contractors' employee(s) for all purposes and
shall not be employees of the State for any purpose.
D. State and Local Agency Committments
1. Design
If the Work includes preliminary design or final design or design work sheets, or special
provisions and estimates (collectively referred to as the "Plans "), the Local Agency shall
comply with and be responsible for satisfying the following requirements:
a) Perform or provide the Plans to the extent required by the nature of the Work.
b) Prepare final design in accordance with the requirements of the latest edition of the
American Association of State Highway Transportation Officials (AASHTO) manual or
other standard, such as the Uniform Building Code, as approved by the State.
c) Prepare provisions and estimates in accordance with the most current version of the
State's Roadway and Bridge Design Manuals and Standard Specifications for Road and
Bridge Construction or Local Agency specifications if approved by the State.
d) Include details of any required detours In the Plans In order to prevent any interference
of the construction Work and to protect the traveling public.
e) Stamp the Plans produced by a Colorado Registered Professional Engineer.
0 Provide final assembly of Plans and all other necessary documents.
g) Be responsible for the Plans' accuracy and completness.
h) Make no further changes in the Plans following the award of the construction contract to
Contractor unless agreed to In writing by the Parties. The Plans shall be considered final
when approved in writing by CDOT and when final they shall be incorporated herein.
IL Local Agency Work
a) The Local Agency shall comply with the requirements of the Americans With Disabilities
Act (ADA), and applicable federal regulations and standards as contained In the document
"ADA Accessibility Requirements in CDOT Transportation Projects ".
b) The Local Agency shall afford the State ample opportunity to review the Plans and
make any changes in the Plans that are directed by the State to comply with FHWA
requirements.
c) The Local Agency may enter into a contract with a Consultant to perform all or any
portion of the Plans and/or of construction administration. Provided, however, If federal -aid
funds are involved in the cost of such Work to be done by such Consultant, such
Consultant contract (and the performance/provision of the Plans under the contract) must
comply with all applicable requirements of 23 C.F.R. Part 172 and with any procedures
Implementing those requirements as provided by the State, including those in Exhibit H. If
the Local Agency enters into a contract with a Consultant for the Work:
(1) The Local Agency shall submit a certification that procurement of any
Consultant contract complies with the requirements of 23 C.F.R. 172.5(1) prior to
entering into such Consultant contract, subject to the State's approval. If not
approved by the State, the Local Agency shall not enter into such Consultant
contract.
(2) The 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.
Paps 4 of 23
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(3) The 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) The 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) The Local Agency may expedite any CDOT approval of its procurement
process and/or consultant contract by submitting a letter to CDOT from the Local
Agency's attomey /authorized representative certifying compliance with Exhibit H
and 23 C.F.R.172.5(b)and (d).
(6) The Local Agency shall ensure that the Consultant agreement compiles with
the requirements of 49 CFR 18.36(1) and contains the following language verbatim:
(a) The design work under this Agreement shall be compatible with the
requirements of the contract between the Local Agency and the State (which Is
Incorporated herein by this reference) for the desigNconstruction of the project.
The State is an Intended third -party beneficiary of this agreement for that
purpose.
(b) Upon advertisement of the project work for construction, the consultant
shall make available services as requested by the State to assist the State In
the evaluation of construction and the resolution of construction problems that
may arise during the construction of the project.
(c) The consultant shall review the Construction Contractor's shop drawings for
conformance with the contract documents and compliance with the provisions
of the State's publication, Standard Specifications for Road and Bridge
Construction. in connection with this work.
d) The State, in Its sole discretion, may review construction plans, special provisions and
estimates and may require the Local Agency to make such changes therein as the State
determines necessary to comply with State and FHWA requirements.
Ill. Construction
a) If the Work includes construction, the Local Agency shall perform the construction in
accordance with the approved design plans and/or administer the construction in
accordance with the Exhibit 0. Such administration shall include Work inspection and
testing; approving sources of materials; performing required plant and shop inspections;
documentation of contract payments, testing and inspection activities; preparing and
approving pay estimates; preparing, approving and securing the funding for contract
modification orders and minor contract revisions; processing Construction Contractor
claims; construction supervision; and meeting the Quality Control requirements of the
FHWA/CDOT Stewardship Agreement, as described in the Local Agency Contract
Administration Checklist.
b) If the Local Agency is performing the Work, the State may, after providing written notice
of the reason for the suspension to the Local Agency, suspend the Work, wholly or In part,
due to the failure of the Local Agency or its Contractor to correct conditions which are
unsafe for workers or for such periods as the State may deem necessary due to unsuitable
weather, or for conditions considered unsuitable for the prosecution of the Work, or for any
other condition or reason deemed by the State to be in the public interest.
c) The Local Agency shall be responsible for the following:
(1) Appointing a qualified professional engineer, licensed in the State of Colorado,
as the Local Agency Project Engineer (LAPE), to perform engineering
administration. The LAPE shall administer the Work in accordance with this
Agreement, the requirements of the construction contract and applicable State
procedures.
Pape 5 of 23
(2) For the construction of the Work, advertising the call for bids upon approval by
the State and awarding the construction contracts) to the low responsible
bidder(s).
(a) All advertising and bid awards, pursuant to this agreement, by the Local
Agency shall comply with applicable requirements of 23 U.S.C. §112 and 23
C.F.R. Parts 633 and 635 and C.R.S. § 24 -92 -101 at seq. Those requirements
include, without limitation, that the Local Agency and its Contractor shall
Incorporate Form 1273 (Exhibit n in its entirety verbatim into any
subcontract(s) for those services as terms and conditions therefore, as required
by 23 C.F.R. 633.102(x).
(b) The Local Agency may accept or reject the proposal of the apparent low
bidder for Work on which competitive bids have been received. The Local
Agency must accept or reject such bid within three (3) working days after they
are publicly opened.
(c) As part of accepting bid awards, the Local Agency shall provide additional
funds, subject to their availlability and appropriation, necessary to complete the
Work if no additional federal -akl funds are available.
(3) The requirements of this §6(D)(iii)(c)(2) also apply to any advertising and
awards made by the State.
(4) If all or part of the Work is to be accomplished by the Local Agency's personnel
(i.e. by force account) rather than by a competitive bidding process, the Local
Agency shall perform such work In accordance with pertinent State specifications
and requirements of 23 C.F.R. 635, Subpart B. Force Account Construction.
(a) Such Work will normally be based upon estimated quantities and firm unit
prices agreed to between the Local Agency, the State and FHWA in advance of
the Work, as provided for in 23 C.R.F. 635.204(c). Such agreed unit prices
shall constitute a commitment as to the value of the Work to be performed.
(b) An altemative to the preceeding subsection is that the Local Agency may
agree to participate in the Work based on actual costs of labor, equipment
rental, materials supplies and supervision necessary to complete the Work
Where actual costs are used, eligibility of cost items shall be evaluated for
compliance with 48 C.F.R. Part 31.
(c) If the State provides matching funds under this Agreement, rental rates for
publicly owned equipment shall be determined in accordance with the State's
Standard Specifications for Road and Bridge Construction §109.04.
(d) All Work being paid under force account shall have prior approval of the
State and/or FHWA and shall not be initiated until the State has issued a
written notice to proceed.
IV. State's CommitmeMs
a) of the Work as a quality control/assurance activity. When all Work has been satisfactorily
completed, the State will sign the FHWA Form 1212.
b) Notwithstanding any consents or approvals given by the State for the Plans, the State
shall not be liable or responsible in any manner for the structural design, details or
construction of any major structures designed by, or that are the responsibility of, the Local
Agency as identified in the Local Agency Contract Administration CheckIK Exhibit E.
v. ROW and Acquistlon/Relocation
a) If the Local Agency purchases a right of way for a State highway, including areas of
influence, the Local Agency shall Immediately convey title to such right of way to CDOT
after the Local Agency obtains title.
Paps 6 of 23
b) Any acquisition/relocation activities shall comply with all applicable federal and state
statutes and regulations, including but not limited to the Uniform Relocation Assistance and
Real Property Acquisition Policies Act of 1970 as amended and the Uniform Relocation
Assistance and Real Property Acquisition Policies for Federal and Federally Assisted
Programs as amended (49 C.F.R. Part 24), CDOTs Right of Way Manual, and CDOT's
Policy and Procedural Directives.
c) The Parties' respective compliance responsibilities depend on the level of federal
participation; provided however, that the State always retains Oversight responsibilities.
d) The Parties' respective responsibilities under each level in CDOT's Right of Way Manual
(located at http://www.dot.state.co.us/ROW ManualA and reimbursement for the levels will be
under the following categories:
(1) Right of way acquisition (3111) for federal participation and non - participation;
(2) Relocation activities, if applicable (3109);
(3) Right of way incidentals, if applicable (expenses incidental to
acquisition/relocation of right of way — 3114).
Vi. Utilities
If necessary, the Local Agency shall be responsible for obtaining the proper clearance or
approval from any utility company which may become involved in the Work. Prior to the Work
being advertised for bids, the Local Agency shall certify in writing to the State that all such
clearances have been obtained.
vil. Railroads
If the Work involves modification of a railroad company's facilities and such modification win
be accomplished by railroad company, the Local Agency shall make timely application to the
Public Utilities commission requesting its order providing for the installation of the proposed
Improvements and not proceed with that part of the Work without compliance. The Local
Agency shall also establish contact with the railroad company involved for the purpose of
complying with applicable provisions of 23 C.F.R. 646, subpart 13, concerning federal -aid
projects involving railroad facilities and:
a) Execute an agreement setting out what work is to be accomplished and the locations)
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 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 in the event of accidental
destruction or damage to the installation..
All. Environmental Obligations
The Local Agency shall perform all Work in accordance with the requirements of the current
federal and state environmental regulations inducing the National Environmental Policy Act
of 1969 (NEPA) as applicable.
Ix. Maintenance Obligations
The Local Agency shall maintain and operate the Work constructed under this Agreement at
its own cost and expense during their useful Iffe, in a manner satisfactory to the State and
FHWA, and the Local Agency shall provide for such maintenance and operations obligations
each year. Such maintenance and operations shall be conducted in accordance with all
applicable statutes, ordinances and regulations pertaining to maintaining such
improvements. The State and FHWA may make periodic inspections to verity that such
Improvements are being adequately maintained.
7. OPTION LETTER MODIFICATION
Option Letters may be used to extend Agreement term, change the level of service within the current term
due to unexpected overmatch, add a phase without Increasing contract dollars, or increase or decrease the
amount of funding. These options are limited to the specific scenarios listed below.
Pape 7 of 23
The Option Letter shall not be deemed valid until signed by the State Controller or an authorized delegate.
Following are the applications for the individual options under the Option Letter form:
A. Option 1- Laval of service chanas within current term due to unexpected overmat in an
In the event the State has contracted all project funding and the Local Agencys construction bid is
higher than expected, this option allows for additional Local Overmatch dollars to be provided by the
Local Agency to be added to the contract. This option is only applicable for Local Overmatch on an
overbid situation and shall not be intended for any other Local Overmatch funding. The State may
unilaterally increase the total dollars of this contract as stipulated by the executed Option Letter
(Exhthit D), which will bringthe maximum amount payable under this contract tothe amount
Indicated in Exhthlt C-1 attached to the executed Option Letter (future changes to Exhibit C shall be
labeled as C-2, C-3, etc, as applicable). Performance of the services shall continue under the same
terns as established In the contract. The State will use the Financial Statement submitted by the
Local Agency for 'Concurrence to Advertise" as evidence of the Local Agencys intent to award and
it will also provide the additional amount required to exercise this option. If the State exercises this
option, the contract will be considered to include this option provision.
B. Option 2 — Option to add overlapping phase without Increasing contract dollars.
The State may require the contractor to begin a phase that may include Design, Construction,
Environmental, Utilities, ROW Incidentals or Miscellaneous (this does not apply to
Acquisition/Relocatlon or Railroads) as detailed In Exhibit A and at the same terms and conditions
Mated in the original contract with the contract dollars remaining the same. The State may exercise
this option by providing a fully executed option to the contractor within thirty (30) days before the
Initial targeted start date of the phase, in a form substantially equivalent to Exhibit D. If the State
exercises this option, the contract will be considered to include this option provision.
C. Option 3 - To update funding (increases and/or decreases) with a new Exhibit C.
This option can be used to increase and/or decrease the overall contract dollars (state, federal,
local match, local agency overmatch) to date, by replacing the original funding exhibit (Exhibit
C) In the Original Contract with an updated Exhibit C-1 (subsequent exhibits to Exhibit C-1
shall be labeled C-2, C-3, etc). The State may have a need to update changes to state, federal,
local match and local agency overmatch funds as outlined in Exhibit C-1, which will be attached
to the option form. The State may exercise this option by providing a fully executed option to the
contractor within thirty (30) days after the State has received notice of funding changes, in a
form substantially equivalent to Exhibit D. If the State exercises this option, the contract will be
considered to include this option provision.
8. PAYMENTS
The State shall, in accordance with the provisions of this §7, pay the Local Agency in the amounts
and using the methods set forth below:
A. Maximum Amount
The maximum amount payable to the Local Agency under this contract shall be $94,986.00
unless modiAed by Option Letter or f=ormal Amendment.
The maximum amount payable is set forth in Exhibit C as determined by the State from
available funds. Payments to the Local Agency are limited to the unpaid encumbered balance of
the Contract set forth in Exhibit C. The Local Agency shall provide its match share of the costs
as evidenced by an appropriate ordinance/resolution or other authority letter which expressly
authorizes the Local Agency the authority to enter into this Agreement and to expend its match
share of the Work. A copy of such ordinanoe✓resolution or authority letter is attached hereto as
Exhibit B.
B. Payment
I. Interim and Final Payments
Any payment allowed under this Contract or in Exhibit C shall comply with State Fiscal
Rules and be made In accordance with the provisions of this Contract or such Exhibit. The
Local Agency shall initiate any payment requests by submitting invoices to the State in the
form and manner set forth in approved by the State.
Paps 8 of 23
it. interest
The State shall fully pay each invoice within 45 days of receipt thereof if the amount invoiced
represents performance by the Local Agency previously accepted by the State. Uncontested
amounts not paid by the State within 45 days shall bear interest on the unpaid balance beginning
on the 46th day at a rate not to exceed one percent per month until paid in full; provided,
however, that interest shall not accrue on unpaid amounts that are subject to a good faith dispute.
The Local Agency shall Invoice the State separately for accrued Interest on delinquent amounts.
The billing shall reference the delinquent payment, the number of days interest to be paid and the
Interest rate.
Ill. Available Funds- Conttngency-Tamination
The State Is prohibited by law from making commitments beyond the tern of the State's current
fiscal year. Therefore, the Local Agency's compensation beyond the State's current Fiscal Year is
contingent upon the continuing availability of State appropriations as provided in the Colorado
Special Provisions. The State's perfornance hereunder Is also contingent upon the corouinrg
availability of federal funds. Payments pursuant to this Contract shall be made only from avallabie
funds encumbered for this Contract and the State's liability for such payments shall be limited to
the amount remaining of such encumbered funds. 0 State or federal funds are not appropriated,
or otherwise become unavailable to fund this Contract, the State may terminate this Contract
immediately, in whole or In part, without further liability in accordance with the provisions hereof.
Iv. Erroneous Payrientss
At the State's sole discretion, payments made to the Local Agency in error for any reason,
Including, but not limited to overpayments or Improper payments, and unexpended or excess
funds received by the Local Agency, may be recovered from the Local Agency by deduction from
subsequent payments under this Contrail or other contracts, Agreements or agreements
between the State and the Local Agency or by other appropriate methods and collected as a debt
due to the State. Such funds shall not be paid to any party other than the State.
C. Use of Funds
Contract Funds shall be used only for eligible costs identified herein.
D. Matching Funds
The Local Agency shall provide matching funds as provided in §7.A. and Exhibit C. The Local
Agency shall have raised the fill amount of matching funds prior to the Effective Date and shall
report to the State regarding the status of such funds upon request. The Local Agency's obi to
pay all or any part of any matching funds, whether direct or contingent, only extend to funds duly and
lawfully appropriated for the purposes of this Agreement by the authorized representatives of the
Local Agency and paid Into the Local Agency's treasury. The Local Agency represents to the State
OW the amount designated "Local Agency Matching Funds' in Exhibit C has been legally
appropriated for the purpose of this Agreement by Its authorized representatives and paid into Its
treasury. The Local Agency does not by this Agreement irrevocably pledge present cash reserves
for payments In future fiscal years, and this Agreement is not Intended to create a muffl* fiscal year
debt of the Local Agency. The Local Agency shall not pay or be liable for any claimed Interest, late
charges, fees, taxes or penalties of any nature, except as required by the Local Agencys laws or
policies.
E. Relmburssrnent of Local Agency Costs
The State shall reimburse the Local Agency's allowable coats, not exceeding the maximum total
amount described in Exhg* C and 17. The applicable principles described in 49 C.F.R. 18 Subpart
C and 49 C.F.R. 18.22 shall govern the State's obligation to reimburse all costs incurred by the Local
Agency and submitted to the State for reimubursement hereunder, and the Local Agency shall
amply with all such principles. The State shall reimburse the Local Agency for the federal -aid share
of properly documented costs related to the Work after review and approval thereof, subject to the
provisions of this Agreement and Exhibit C.
However, any costs Incurred by the Local Agency prior to the date of FHWA authorization for the
Work and prior to the Effective Date shall not be reimbursed absent specific FHWA and State
Controller approval thereof. Costs shall be:
1. Reasonable and Necessary
Resonable and necessary to accomplish the Work and for the Goods and Services provided.
Paps 9 of 23
If. Not Cost
Actual net cost to the Local Agency (i.e. the price paid minus any items of value received by the
Local Agency that reduce the cost actually incurred);
9. ACCOUNTING
The Local Agency shall establish and maintain accounting systems in accordance with generally accepted
a=wting 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 folio":
A. Local Agency Performing the Work
If Local Agency is performing the Work, all allowable costs, Inducing any approved services
contributed by the Local Agency or others, shall be documented using payrolls, time records,
Invoices, contracts, vouchers, and other applicable records.
B. Local Agency - Checks or Draws
Checks issued or draws made by the Local Agency shall be made or drawn against properly signed
vouchers detallIng the purpose thereof. All checks, payrolls, invoices, contracts, vouchers, orders,
and other accounting documents shall be on fife in the office of the Local Agency ,teary identified,
readily accessible, and to the extent feasible, kept separate and apart from all other Work
documents.
C. State - Administrative Samoa$
The State may perform any necessary administrative support services required hereunder. The
Local Agency shall reimburse the State for the costs of any such services from the Budget as
provided for in Exhibit C. K FHWA funding is not available or is withdrawn, or if the Local
term th
inates is Agreement prior to the Work being approved or completed, then all actual Incurred
costs of such services and assistance provided by the State shall be the Local Agency's sole
expense.
D. Local Agency-involoss
The Local Agency's Invoices shall describe in detail the reimbursable costs Incurred by the Local
Agency, for which it seeks reimbursement; the dates such costs were incurred; and the amounts
thereof, and shall not be submitted more often than monthly.
E. Invoking Within 60 Days
The State shall not be liable to reimburse the Local Agency for any costs unless CDOT receives
such invoices within 60 days after the date for which payment is requested, including final Invoicing.
Final payment to the Local Agency may be withheld at the discretion of the State until completion of
final audit. Any costs Incurred by the Local Agency that are not allowable under 49 C.F.R. 18 shall
be reimbursed by the Local Agency, or the State may offset them against any payments due from
the State to the Local Agency.
F. Reimbursement of State Costs
CDOT shall perform Oversight and the Local Agency shall reimburse CDOT for its related ousts. The
Local Agency shall pay invoices within 60 days after receipt thereof. If the Local Agency falls to wM
payment within 60 days, at CDOTs request, the State is authorized to withhold an equal amount
from future apportionment due the Local Agency from the Highway Users Tax Fund and to pay such
funds directly to CDOT.
Interim funds, shall be payable from the State Highway Supplementary Fund (400) until CDOT is
reimbursed. If the Local Agency falls to make payment within 60 days, it shall pay interest to the
State at a rate of one percent per month on the delinquent amounts until the billing Is paid in full.
CDOTs Invoices shall describe In detail the reimbursable costs incurred, the dates incurred; and the
amounts thereof, and shall not be submitted more often than monthly.
10. REPORTING - NOTIFICATION
Reports, Evaluations, and Reviews required under this §6 shall be in accordance with the procedures
of and In such form as prescribed by the State and in accordance with §19, If applicable.
A. Performance, Progress, Personnel, and Funds
The Local Agency shall submit a report to the State upon expiration or sooner termination of this
Agreement, containing an Evaluation and Review of the Local Agency's performance and the
final status of the Local Agency's obligations hereunder.
Pace 10 of 23
B. Litigation Reporting
Within 10 days after being served with any pleading related to this Agreement, in a legal action
filed with a court or administrative agency, the Local Agency shall notify the State of such action
and deliver copies of such pleadings to the State's principal representative as identified herein.
H the State or its principal representative is not then serving, such notice and copies shall be
delivered to the Executive Director of CDOT.
C. Noncompliance
The Local Agency's failure to provide reports and notify the State in a timely manner in
accordance with this 18 may result in the delay of payment of funds and/or termination as
provided under this Agreement.
D. Documents
Upon request by the State, the Local Agency shall provide the State, or its authorized
representative, copies of all documents, including contracts and subcontracts, in its possession
related to the Work.
11. LOCAL AGENCY RECORDS
A. Maintenance
The Local Agency shall make, keep, maintain, and allow inspection and monitoring by the State
Of a complete file of all records, documents, communications, notes and other written materials,
electronic media files, and communications, pertaining in any manner to the Work or the
delivery of Services (including, but not limited to the operation of programs) or Goods
hereunder. The Local Agency shall maintain such records until the last to occur of the following:
(1) a period of three years after the date this Agreement is completed or terminated, or (IQ three
years after final payment Is made hereunder, whichever is later, or (111) for such further period as
may be necessary to resolve any pending matters, or (iv) if an audit is occurring, or the Local
Agency has received notice that an audit Is pending, then until such audit has been completed
and its findings have been resolved (collectively, the 'Record Retention Period'.
B. Inspection
The Local Agency shall permit the State, the federal government and any other duly authorized
agent of a governmental agency to audit, inspect, examine, excerpt, copy and/or transcribe the
Local /tgency's records related to this Agreement during the Record Retention Period to assure
compliance with the terns hereof or to evaluate the Local Agency's performance hereunder.
The State reserves the right to inspect the Work at all reasonable tines and places during the
term of this Agreement, including any extension. If the Work fails to conform to the requirements
of this Agreement, the State may require the Local Agency promptly to bring the Work into
conformity with Agreement requirements, at the Local Agency's sole expense. if the Work
cannot be brought into conformance by re- performance or other corrective measures, the State
may require the Local Agency to take necessary action to ensure that future performance
conforms to Agreement requirements and exercise the remedies available under this
Agreement, at law or in equity in lieu of or in conjunction with such corrective measures.
C. Monhodng
The Local Agency also shall permit the State, the federal government or any other duly
authorized agent of a governmental agency, in their sole discretion, to monitor all activities
conducted by the Local Agency pursuant to the terms of this Agreement using any reasonable
procedure, including, but not limited to: internal evaluation procedures, examination of program
data, special analyses, on -site checking, formal audit examinations, or any other procedures. All
such monitoring shah be performed in a manner that shall not unduly interfere with the Local
Agency's performance hereunder.
D. Final Audit Report
If an audit is performed on the Local Agency's records for any fiscal year covering a portion of
the term of this Agreement, the Local Agency shah submit a copy of the final audit report to the
State or its principal representative at the address specified herein.
Pape /1 of 23
12. CONFIDENTIAL INFORMATKW -STATE RECORDS
The local Agency shall comply with the provisions of this §10 if it becomes privy to confidential information
in connection with its performance hereunder. Confidential information, includes, but is not necessarily
limited to, state records, personnel records, and information concerning individuals.
A. Confidentiality
The Local Agency shall keep all State records and information confidential at all times and to comply
with all laws and regulations concerning confidentiality of information. Any request or demand by a
third party for State records and Information In the possession of the Local Agency shall be
Immediately forwarded to the State's principal representative.
B. Notification
The Local Agency shall notify its agents, employees and assigns who may come Into contact with
State records and confidential Information that each is subject to the confidentiality requirements set
forth herein, and shall provide each with a written explanation of such requirements before they are
permitted to access such records and information.
C. Use, Secondly, and Retention
Confidential information of any kind shall not be distributed or sold to any third party or used by the
Local Agency or its agents In any way, except as authorized by the Agreement and as approved by
the State. The Local Agency shall provide and maintain a secure environment that ensures
confidentiality of as State records and other confidential information wherever located. Confidential
Wormation shall not be retained in any files or otherwise by the Local Agency or its agents, except
as set forth In this Agreement and approved by the State.
D. Disclosuro-Llabulty
Disclosure of State records or other confidential Information by the Local Agency for arry reason may
be cause for legal action by third parties against the Local Agency, the State or their respective
agents. The Local Agency shall Indemnify, save, and hold harmless the State. Its employees and
agents, against any and all claims, damages, liability and court awards including costs, expenses,
and attorney fees and related casts, incurred as a result of any act or omission by the Local Agency,
or its employees, agents, or assignees pursuant to this §10.
13. CONFLICT OF INTEREST
The Local Agency shall not engage in any business or personal activities or practices or maintain any
relationships which conflict in any way with the full performance of the Local Agency's obligations
hereunder. The Local Agency acknowledges that with respect to this Agreement, even the appearance of a
conflict of interest is harmful to the State's interests. Absent the State's prior written approval, the Local
Agency shall refrain from any practices, activities or relationships that reasonably appear to be in conflict
with the full performance of the Local Agency's obligations to the State hereunder, 0 a conflict or
appearance exists, or 0 the Local Agency is uncertain whether a conflict or the appearance of a conflict of
interest exists, the Local Agency shall submit to the State a disclosure statement setting forth the relevant
details for the State's consideration.
Failure to promptly submit a disclosure statement or to follow the State's direction in regard to the apparent
conflict constitutes a breach of this Agreement.
14. REPRESENTATIONS AND WARRANTIES
The Local Agency makes the following specific representations and warranties, each of which was rued
on by the State in entering into this Agreement.
A. Standard and Manner of Performance
The Local Agency shall perform its obligations hereunder, Including in accordance with the highest
professional standard of care, skill and diligence and In the sequence and manner set forth in this
Agreement
B. Legal Authority — The Local Agency and the Local Agency's Signatory
The Local Agency warrants that it possesses the legal authority to enter into this Agreement and that
it has taken all actions required by its procedures, by -laws, and/or applicable laws to exercise that
authority, and to lawfully authorize its undersigned signatory to execute this Agreement, or any part
thereof, and to bind the Local Agency to its terms.
Pape 12 of 23
N requested by the State, the Local Agency shall provide the State with proof of the Local Agency's
authority to enter into this Agreement within 15 days of receiving such request.
C. Licenses, Permits, Eta
The Local Agency represents and warrants that as of the Effective Date it has, and that at all times
during the term hereof it shall have, at its sole expense, all licenses, certifications. approvals,
insurance, permits, and other authorization required by law to perform Its obligations hereunder. The
Local Agency warrants that it shall maintain all necessary licenses, certifications, approvals,
Insurance, permits, and other authorizations required to properly perform this Agreement, without
reimbursement by the State or other adjustment in Agreement Funds. Additionally, all employees
and agents of the Local Agency pertaining Services under this Agreement shall hold all required
licenses or certifications, if any, to perform their responsibilities. The Lodi Agency, If a foreign
corporation or other foreign entity transacting business in the State of Colorado, further warrants that
it currently has obtained and shall maintain any applicable CertMcate of authority to transact
business in the State of Colorado and has designated a registered agent in Colorado to accept
service of process. Any revocation, withdrawal or non - renewal of licenses, certifications, approvals,
Insurance, permits or any such similar requirements necessary for the Local Agency to property
perform the terms of this Agreement shah be deemed to be a material breach by the Local Agency
and constitute grounds for termination of this Agreement.
15. INSURANCE
The Local Agency and its contractors shall obtain and maintain insurance as specified in this section at all
times during the term of this Agreement: AN policies evidencing the Insurance coverage required hereunder
shall be issued by insurance companies satisfactory to the Local Agency and the State.
A. The Local Agency
1. Public Entitles
If the Local Agency Is a "public entity' within the meaning of the Colorado Governmental
Immunity Act, CRS §2410 -101, et seq., as amended ( the "GIA"), then the Local Agency shall
maintain at all times during the term of this Agreement such liability insurance, by commercial
policy or self- insurance, as is necessary to meet its liabilities under the GIN. The Local Agency
shall show proof of such insurance satisfactory to the State, If requested by the State. The Local
Agency shall require each Agreement with their Consultant and Contractor, that are providing
Goods or Services hereunder, to include the insurance requirements necessary to meet
Consultant or Contractor liabilities under the G IA.
If. Non- Public Enddes
If the Local Agency is not a "public entity' within the meaning of the Governmental Immunity Act,
the Local Agency shall obtain and maintain during the term of this Agreement insurance coverage
and policies meeting the same requirements set forth in 113(B) with respect to sub- contractiors
that are not "public entities".
B. Contractors
The Local Agency shall require each contract with Contractors, Subcontractors, or Consultants,
other than those that are public entities, providing Goods or Services in connection with this
Agreement, to include insurance requirements substantially similar to the following:
1. Worker's Compensation
Workers Compensation Insurance as required by State statute, and Employer's Liability
Insurance covering all of the Local Agencys Contractors, Subcontractors, or Consultant's
employees acting within the course and scope of their employment.
11. Denroral LN"Ifty
Commercial General Liability insurance written on ISO occurrence forth CG 00 01 10193 or
equivalent, covering premises operations, fire damage, independent the Local Agencys, products
and completed operations, blanket Agreementual liability, personal injury, and advertising liability
with minimum limits as follows: (a) $1,000,000 each occurrence; (b) $1,000,000 general
aggregate; (c) $1, 000,000 products and completed operations aggregate; and (d) $50,000 any
one tire.
Pape 13 of 23
If any aggregate limit is reduced below $1,000,000 because of claims made or paid, contractor;,
subcontractors, and consultants shall immediately obtain additional insurance to restore the full
aggregate limit and furnish to the Local Agency a certificate or other document satisfactory to the
Local Agency showirp compliance with this provision.
iii. Automobile Uability
Automobile Liability Insurance covering any auto (including owned, hired and non -owned
autos) with a minimum limit of $1,000,000 each accident combined single limit.
Iv. Additional Insured
The Local Agency and the State shall be named as additional insured on the Commercial
General Liability policies (leases and construction contracts require additional insured
coverage for completed operations on endorsements CG 2010 11/85, CG 2037, or
equivalent).
v. Primacy of Coverage
Coverage required of the Consultants or Contractorsshall be primary over any insurance or
self - insurance program carried by the Local Agency or the State.
vi. Cancellation
The above insurance policies shall include provisions preventing cancellation or non- renewal
without at least 45 days prior notice to the Local Agency and the State by certified mail.
vit. Subrogation Waiver
All insurance policies in any way related to this Agreement and secured and maintained by
the Local Agency's Consultants or Contractors as required herein shall include clauses
stating that each carrier shall waive all rights of recovery, under subrogation or otherwise,
against the Local Agency or the State, its agencies, institutions, organizations, officers,
agents, employees, and volunteers.
C. Certificates
The Local Agency and all Contractors, subcontractors, or Consultants sha0 provide certificates
showing insurance coverage required hereunder to the State within seven business days of the
Effective Date of this Agreement. No later than 15 days prior to the expiration date of any such
coverage, the Local Agency and each contractor, subcontractor, or consultant shall deliver to
the State or the Local Agency certificates of insurance evidencing renewals thereof. In addition,
upon request by the State at any other time during the term of this Agreement or any sub-
contract, the Local Agency and each contractor, subcontractor, or consultant shall, within 10
days of such request, supply to the State evidence satisfactory to the State of compliance with
the provisions of this §13.
16. DEFAULT- BREACH
A. Defined
In addition to any breaches specified in other sections of this Agreement, the failure of either
Party to perform any of its material obligations hereunder in whole or in part or in a timely or
satisfactory manner, constitutes a breach.
B. Notice and Cure Period
In the event of a breach, notice of such shall be given in writing by the aggrieved Party to the
other Party in the manner provided in 116. If such breach Is not cured within 30 days of receipt
of written notice, or if a cure cannot be completed within 30 days, or If cure of the breach has
not begun within 30 days and pursued with due diligence, the State may exercise any of the
remedies set forth in §15. Notwithstanding anything to the contrary herein, the State, in its sole
discretion, need not provide advance notice or a cure period and may immediately terminate
this Agreement in whole or in part if reasonably necessary to preserve public safety or to
prevent immediate public crisis..
17. REMEDIES
If the Local Agency is in breach under any provision of this Agreement, the State shall have all of the
remedies listed in this §15 in addition to all other remedies set forth in other sections of this
Pape 14 of 23
Agreement following the notice and cure period set forth in §14(8). The State may exercise any or all
of the remedies available to it, in Its sole discretion, concurrently or consecutively.
A. Termination for Cause and/or Breach
If the Local Agency falls to perform any of Its obligations hereunder with such diligence as is required
to ensure its completion in accordance with the provisions of this Agreement and in a timely manner,
the State may notify the Local Agency of such non-performance in accordance with the provisions
herein. If the Local Agency thereafter falls to promptly cure such non - performance within the cure
period, the State, at Its option, may terminate this entire Agreement or such part of this Agreement
as to which there has been delay or a failure to properly perform. Exercise by the State of this right
shall not be deemed a breach of Its obligations hereunder. The Local Agency shall continue
performance of this Agreement to the extent not terminated, if any.
1. Obligations and Rights
To the extent specified In any termination notice, the Local Agency shall not incur further
obligations or render further performance hereunder past the effective date of such notice, and
shall terminate outstanding orders and sub - Agreements with third parties. However, the local
Agency shall complete and deff"r to the State all Work, Services and Goods rot cancelled by the
termination notice and may incur obligations as are necessary to do so within this Agreement's
terms. At the sole discretion of the State, the Local Agency shall assign to the State all of the
Local Agency's right, title, and interest under such terminated orders or sub- Agreements. Upon
termination, the Local Agency shall take timely, reasonable and necessary action to protect and
preserve property in the possession of the Local Agency in which the State has an Interest. All
materials owned by the State In the possession of the Local Agency shall be immediately
returned to the State. AIi Work Product, at the option of the State, shall be delivered by the Local
Agency to the State and shall become the State's property.
II. Payments
The State shall reimburse the Local Agency only for accepted performance received up to the
date of termination. If, after termination by the State, It is determined that the Local Agency was
not in default or that the Local Agency's action or inaction was excusable, such termination shall
be treated as a termination in the public interest and the rights and obligations of the Parties shall
be the same as if this Agreement had been terminated in the public interest, as described herein.
iii. Damages and Whfwiding
Notwithstanding any other remedial action by the State, the Local Agency also shall remain liable
to the State for any damages sustained by the State by virtue of any breach under this
Agreement by the Local Agency and the State may withhold any payment to the Local Agency for
the purpose of mitigating the State's damages, until such time as the exact amount of damages
due to the State from the Local Agency is determined.
The State may withhold any amount that may be due to the Local Agency as the State
deems necessary to protect the State, including loss as a result of outstanding pens or claims
of former lien holders, or to reimburse the State for the excess costs incurred in procuring
similar goods or services. The Local Agency shall be liable for excess costs incurred by the
State in procuring from third parties replacement Work, Services or substitute Goods as
cover.
B. Early Termination In the Public Interest
The State is entering into this Agreement for the purpose of carrying out the public policy of the
State of Colorado, as determined by its Governor, General Assembly, and/or Courts. If this
Agreement ceases to further the public policy of the State, the State, in its sole discretion, may
terminate this Agreement in whole or in part. Exercise by the State of this right shall not
constitute a breach of the State's obligations hereunder. This subsection shall not apply to a
termination of this Agreement by the State for cause or breach by the Local Agency, which shalt
be governed by §15(A) or as otherwise specifically provided for herein.
1. Method and Content
Page 15 of 23
i
The State shall notify the Local Agency of the termination in accordance with 116, specifying
the effective date of the termination and whether it affects all or a portion of this Agreement.
ii. Obligations and Rights
Upon receipt of a termination notice, the Local Agency shall be subject to and comply with
the same obligations and rights set forth in §15(A)(1).
111. Payments
If this Agreement is terminated by the State pursuant to this §15(B), the Local Agency shall
be paid an amount which bears the same ratio to the total reimbursement under this
Agreement as the Services satisfactorily performed bear to the total Services covered by this
Agreement, less payments previously made. Additionally, if this Agreement is less than 60%
completed, the State may reimburse the Local Agency for a portion of actual out -of- pocket
expenses (not otherwise reimbursed under this Agreement) incurred by the Local Agency
which are directly attributable to the uncompleted portion of the Local Agency's obligations
hereunder; provided that the sum of any and all reimbursement shall not exceed the
maximum amount payable to the Local Agency hereunder.
C. Remedies Not Involving Termination
The State, its sole discretion, may exercise one or more of the following remedies In addition to
other remedies available to it:
I. Suspend Performance
Suspend the Local Agency's performance with respect to all or any portion of this Agreement
pending necessary corrective action as specified by the State without entitling the Local
Agency to an adjustment in priceloost or performance schedule. The Local Agency shall
promptly cease performance and incurring costs in accordance with the State's directive and
the State shall not be liable for costs incurred by the Local Agency after the suspension of
performance under this provision.
ii. Withold Payment
Withhold payment to the Local Agency until corrections in the Local Agency's performance
are satisfactorily made and completed.
Ill. Deny Payment
Deny payment for those obligations not performed, that due to the Local Agency's actions or
Inactions, cannot be performed or, if performed, would be of no value to the State; provided,
that any denial of payment shall be reasonably related to the value to the State of the
obligations not performed.
Iv. Removal
Demand removal of any of the Local Agerncy's employees, agents, or contractors whom the
State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable, or
whose continued relation to this Agreement is deemed to be contrary to the public interest or
not in the State's best interest.
v. intellectual Property
If the Local Agency Infringes on a patent, copyright, trademark, trade secret or other
intellectual property right while performing Its obligations under this Agreement, the Local
Agency shall, at the State's option (a) obtain for the State or the Local Agency the right to
use such products and services; (b) replace any Goods, Services, or other product involved
with non - infringing products or modify them so that they become non- infringing; or, (c) H
neither of the forgegoing alternatives are reasonably available, remove any infringing Goods,
Services, or products and refund the price paid therefore to the State.
18. NOTICES and REPRESENTATIVES
Each individual identified below is the principal representative of the designating Party. All notices
required to be given hereunder shall be hand delivered with receipt required or sent by certified or
registered mail to such Party's principal representative at the address set forth below. In addition to,
but not in lieu of a hard -copy notice, notice also may be sent by e-mail to the e-mail addresses, n any,
set forth below. Either Party may from time to time designate by written notice substitute addresses or
Page 16 of 23
persons to whom such notices shall be sent. Unless otherwise provided herein, all notices shall be
effective upon receipt.
A. State:
Ma rtha Miller -
CDOT Reaso 3
Resident Engineer
714 Grand Avenue
Eagle, CO 81631
970 328 -6385
B. Local
19. RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE
Any software, research, reports, studies, data, photographs, negatives or other documents, drawings,
models, materials, or work product of any type, including drafts, prepared by the Local Agency in the
performance of its obligations under this Agreement shall be the exclusive property of the State and,
all Work Product shag be delivered to the State by the Local Agency upon completion or termination
hereof. The State's exclusive rights in such Work Product shall include, but not be limited to, the right
to copy, publish, display, transfer, and prepare derivative works. The Local Agency shall not use,
willingly allow, cause or permit such Waft Product to be used for any purpose other than the
performance of the Local Agencys's obligations hereunder without the prior written consent of the
State.
20. GOVERNMENTAL IMMUNITY
Notwithstanding any other provision to the contrary, nothing herein shall constitute a waiver, express
or implied, of any of the immunities, rights, benefits, protection, or other provisions of the Colorado
Governmental Immunity Act, CRS §24-10 -101, et seq., as amended. Liability for claims for injuries to
persons or property arising from the negligence of the State of Colorado, its departments, institutions,
agencies, boards, officials, and employees is controlled and limited by the provisions of the
Governmental Immunity Act and the risk management statutes, CRS §24-30 -1501, at seq., as
amended.
21. STATEWIDE CONTRACT MANAGEMENT SYSTEM
If the maximum amount payable to the Local Agency under this Agreement is $100,000 or greater,
either on the Effective Date or at anytime thereafter, this §21 applies.
The Local Agency agrees to be governed, and to abide, by the provisions of CRS §24- 102 -205, §24-
102 -206, §24- 103.601, §24- 103.5 -101 and §24105 -102 concerning the monitoring of vendor
performance on state Agreements and inclusion of Agreement performance information in a statewide
Agreement management system.
The Local Agency's performance shall be subject to Evaluation and Review in accordance with the
terms and conditions of this Agreement, State law, Including CRS §24 -103.5 -101, and State Fiscal
Rules, Policies and Guidance. Evaluation and Review of the Local Agency's performance shag be
part of the normal Agreement administration process and the Local Agency's performance will be
systematically recorded in the statewide Agreement Management System. Areas of Evaluation and
Review shall include, but shall not be limited to quality, cost and timeliness. Collection of information
relevant to the performance of the Local Agency's obligations under this Agreement shall be
Page 17 of 23
.� _.
determined by the specific requirements of such obligations and shall include factors tailored to match
the requirements of the Local Agency's obligations. Such performance information shall be entered
into the statewide Agreement Management System at intervals established herein and a final
Evaluation, Review and Rating shall be rendered within 30 days of the end of the Agreement term.
The local Agency shall be notified following each performance Evaluation and Review, and shall
address or correct any identified problem in a timely manner and maintain work progress.
Should the final performance Evaluation and Review determine that the Local Agency demonstrated a
gross failure to meet the performance measures established hereunder, the Executive Director of the
Colorado Department of Personnel and Administration (Executive Director), upon request by CDOT,
and showing of good cause, may debar the Local Agency and prohibit the Local Agency from bidding
on future Agreements. The Local Agency may contest the final Evaluation, Review and Rating by: (a)
filing rebuttal statements, which may result in either removal or correction of the evaluation (CRS §24-
105- 102(6)), or (b) under CRS §24105 - 102(6), exercising the debarment protest and appeal rights
provided in CRS § §24 -109- 106,107, 201 or 202, which may result in the reversal of the debarment
and reinstatement of the Local Agency, by the Executive Director, upon showing of good cause.
22. FEDERAL REQUIREMENTS
The Local Agency and/or their contractors, subcontractors, and consultants shall at all times during
the execution of this Agreement strictly adhere to, and comply with, all applicable federal and state
laws, and their implementing regulations, as they currently exist and may hereafter be amended. A
listing of certain federal and state laws that may be applicable are described in Exhibit J.
23. DISADVANTAGED BUSINESS ENTERPRISE (DBE)
The Local Agency will comply with all requirements of Exhibit G and the Local Agency Contract
Administration Checklist regarding DBE requirements for the Work, except that if the Local Agency
desires to use its own DBE program to implement and administer the DBE provisions of 49 C.F.R.
Part 26 under this Agreement, it must submit a copy of its program's requirements to the State for
review and approval before the execution of this Agreement. If the Local Agency uses any State -
approved DBE program for this Agreement, the Local Agency shall be solely responsible to defend
that DBE program and its use of that program against all legal and other challenges or complaints, at
its sole cost and expense. Such responsibility includes, without limitation, determinations concerning
DBE eligibility requirements and certification, adequate legal and factual bases for DBE goats and
good faith efforts. State approval (if provided) of the Local Agency's DBE program does not waive or
modify the sole responsibility of the Local Agency for use of its program.
24. DISPUTES
Except as otherwise provided in this Agreement, any dispute concerning a question of fact arising
under this Agreement which Is not disposed of by agreement, shall be decided by the Chief Engineer
of the Department of Transportation.
The decision of the Chief Engineer will be final and conclusive unless, within 30 calendar days after
the date of receipt of a copy of such written decision, the Local Agency mails or otherwise furnishes to
the State a written appeal addressed to the Executive Director of CDOT. In connection with any
appeal proceeding under this clause, the Local Agency shall be afforded an opportunity to be heard
and to offer evidence in support of its appeal. Pending final decision of a dispute hereunder, the Local
Agency shall proceed diligently with the performance of this Agreement in accordance with the Chief
Engineer's decision. The decision of the Executive Director or his duly authorized representative for
the determination of such appeals shall be final and conclusive and serve as final agency action. This
dispute clause does not preclude consideration of questions of law in connection with decisions
provided for herein. Nothing in this Agreement, however, shall be construed as making final the
decision of any administrative official, representative, or board on a question of law.
25. GENERAL PROVISIONS
A. Assignment
The Local Agency's rights and obligations hereunder are personal and may not be transferred,
assigned or subcontracted without the prior, written consent of the State. Any attempt at
Page 18 of 23
assignment, transfer, subcontracting without such consent shall be void. All assignments and
subcontracts approved by the Local Agency or the State are subject to all of the provisions
hereof. The Local Agency shall be solely responsible for all aspects of subcontracting
arrangements and performance.
B. Binding Effect
Except as otherwise provided in §20(A), all provisions herein contained, including the benefits
and burdens, shall extend to and be binding upon the Parties' respective heirs, legal
representatives, successors, and assigns.
C. Captions
The captions and headings in this Agreement are for convenience of reference only, and shall
not be used to interpret, define, or limit its provisions.
D. Counterparts
This Agreement may be executed in multiple identical original counterparts, all of which shall
constitute one agreement.
E. Entire Understanding
This Agreement represents the complete integration of all understandings between the Parties
and all prior representations and understandings, oral or written, are merged herein. Prior or
contemporaneous addition, deletion, or other amendment hereto shall not have any force or
affect whatsoever, unless embodied herein.
F. IndemnMeatlon - General
0 Local Agency is not a "public entity" within the meaning of the Colorado Governmental
Immunity Act, CRS §2410 -101, at seq., the Local Agency shall indemnify, save, and hold
harmless the State, its employees and agents, against any and all claims, damages, liability and
court awards including costs, expenses, and attorney fees and related costs, incurred as a
result of any act or omision by the Local Agency, or its employees, agents, subcontractors or
assignees pursuant to the terms of this Agreement. This clause Is not applicable to a Local
Agency that Is a "public entity" within the meaning of the Colorado Governmental Immunity Act,
CRS §24 -10 -101, et seq.
G. Jurisdctfon and Venue
All suits, actions, or proceedings related to this Agreement shall be held in the State of Colorado
and exclusive venue shall be in the City and County of Denver.
H. Umltations of Uablllty
Any and all limitations of liability and/or damages In favor of the Local Agency contained in any
document attached to and/or incorporated by reference into this Agreement, whether referred to
as an exhibit, attachment, schedule, or any other name, are void and of no effect.
This includes, but is not necessarily limited to, limitations on (1) the types of liabilities, (ii) the
types of damages, (liq the amount of damages, and pv) the source of payment for damages.
I. Modification
1. By the Partin
Except as specifically provided in this Agreement, modifications of this Agreement shall not
be effective unless agreed to in writing by both parties in an amendment to this Agreement,
properly executed and approved in accordance with applicable Colorado State law, State
Fiscal Rules, and Office of the State Controller Policies, including, but not limited to, the
policy entitled MODIFICATIONS OF AGREEMENTS - TOOLS AND FORMS.
If. By Operation of Law
This Agreement is subject to such modifications as may be required by changes in Federal
or Colorado State law, or their implementing regulations. Any such required modification
automatically shall be incorporated into and be part of this Agreement on the effective date of
such change, as if fulty set forth herein.
J. Order of Precedence
The provisions of this Agreement shall govern the relationship of the State and the Local
Agency. In the event of conflicts or inconsistencies between this Agreement and its exhibits and
Paps 19 of 23
attachments, such conflicts or inconsistencies shall be resolved by reference to the documents
in the following order of priority:
I. Colorado Special Provisions,
IL The provisions of the main body of this Agreement,
Ill. Exhibit A (Scope of Work),
Iv. Exhibit B (Local Agency Resolution),
V. Exhibit C (Funding Provisions),
A. Exhibit D (Option Letter),
vii. Exhibit E (Local Agency Contract Administration ChecIdist),
vili. Other exhibits in descending order of their attachment.
K. Severabiiity
Provided this Agreement can be executed and performance of the obligations of the Parties
accomplished within its intent, the provisions hereof are severable and any provision that is
declared invalid or becomes inoperable for any reason shall not affect the validity of any other
provision hereof.
L. Survival of Certain Agreement Terms
Notwithstanding anything herein to the contrary, provisions of this Agreement requiring
continued performance, compliance, or effect after termination hereof, shall survive such
termination and shall be enforceable by the State if the Local Agency fails to perform or comply
as required.
M. Taxes
The State is exempt from all federal excise taxes under IRC Chapter 32 (No. 84- 7301231) and
from all State and local government sales and use taxes under CRS §§38- 26-101 and 201 et
seq. Such exemptions apply when materials are purchased or services rendered to benefit the
State; provided however, that certain political subdivisions (e.g., City of Denver) may require
payment of sales or use taxes even though the product or service Is provided to the State. The
Local Agency shall be solely liable for paying such taxes as the State is prohibited from paying
for or reimbursing the Local Agency for them.
N. Third Party Beneficiaries
Enforcement of this Agreement and all rights and obligations hereunder are reserved solely to
the Parties, and not to any third party. Any services or benefits which third parties receive as a
result of this Agreement are incidental to the Agreement, and do not create any rights for such
third parties.
O. Waiver
Waiver of any breach of a term, provision, or requirement of this Agreement, or any right or
remedy hereunder, whether explicitly or by lack of enforcement, shall not be construed or
deemed as a waiver of any subsequent breach of such term, provision or requirement, or of any
other term, provision, or requirement.
THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK
Paps 20 of 23
26. COLORADO SPECIAL PROVISIONS
The Special Provisions apply to all Agreements except where noted in italics.
1- CONTROLLER'S APPROVAL CRS 124. 30-202 (1).
This Agreement shall not be deemed valid until it has been approved by the Colorado State Controller or
designee.
2. FUND AVAILABILITY. CRS 124202(5.5).
Financial obligations of the State payable after the current fiscal year are contingent upon funds for that
purpose being appropriated, budgeted, and otherwise made available.
3. GOVERNMENTAL IMMUNiTY.
No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied,
of any of the immunities, rights, benefits. protections, or other provisions. of the Colorado Governmental
Immunity Act, CRS §24. 10-101 at seq., or the Federal Tort Claims Act, 28 U.S.C. §§1346(b) and 2671 at
seq., as applicable now or hereafter amended.
4. INDEPENDENT CONTRACTOR
The Local Agency shall perform its duties hereunder as an independent contractor and not as an
employee. Neither The Local Agency nor any agent or employee of The Local Agency shad be deemed to
be an agent or employee of the State. The Local Agency and its employees and agents are not entitled to
unemployment Insurance or workers compensation benefits through the State and the State shall not pay
for or otherwise provide such coverage for The Local Agency or any of its agents or employees.
Unemployment Insurance benefits shall be available to The Local Agency and its employees and agents
only If such coverage is made available by The Local Agency or a third party. The Local Agency shad pay
when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to
this Agreement. The Local Agency shall not have authorization, express or implied, to bind the State to
any Agreernwit, debility or understanding, except as expressly set forth herein. The Local Agency shad
(a) provide and keep in force workers' oompensadon and unemployment compensation Insurance in the
amounts required by law, (b) provide proof thereof when requested by the State, and (c) be solely
responsible for its acts and those of its employees and agents.
5. COMPLIANCE WITH LAW.
The Local Agency shad 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.
8. 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 lnciuded 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 commplaint,
defense, or otherwise. Any provision rendered null and void by the operation of this provision shad not
invalidate the remainder of this Agreement, to the extent capable of execution.
7. BINDING ARBITRATION PROHIBITED.
The State of Colorado does not agree to binding arbitration by any extra- judidai body or person. Any
provision to the contrary in this contact or incorporated herein by reference shall be null and void.
& SOFTWARE PIRACY PROHIBITION. Govwnor's Executive Order D 002 00.
State or other public funds payable under thbl Agreement shad not be used for the
or maintenance of computer software in violation of federal copyright operation,
copyright laws or applicable licensing
restrictions. The Local Agency hereby certifies and warrants that during the tern of this Agreement and
any extensions, The Local Agency has and shad maintain In place appropriate systems and controls to
prevent such improper use of public funds. If the State determines that The Local Agency is In violation of
Oft provision, the State may exercise any remedy available at law or In equity or under this Agreement,
Including, without limitation, immediate termination of this Agreement and any remedy consistent with
federal copyright laws or applicable licensing restrictions.
9. EMPLOYEE FINANCIAL INTEREST. CRS f124 -1 8-201 and 2440-W7.
The signatories aver that to their knowledge, no employee of the State has any personal or beneficial
Interest whatsoever in the seMoe or property described in this Agreement.
Pape 21 of 23
The Local Agency has no Interest and shall not acquire any interest, direct or indirect, that would conflict
In any manner or degree with the performance of The local Agency's services and The Local Agency
shall not employ any person having such known Interests.
10. VENDOR OFFSET. CRS %24W202 (1) and 24.80-202.4.
[Not APpA=ble to Intsrgovwnnonh / agrownents] Subject to CRS §24- 30.202.4 (3.5), the State
Controller may withhold payment under the State's vendor offset intercept system for debts owed to State
agencies for (a) unpaid child support debts or child support arrearages; (b) unpaid balances of tax,
accrued Interest, or other charges specified in CRS §39-21 -101, at seq.; (c) unpaid bans due to the
Student Loan Division of the Department of Higher Education; (d) amounts required to be paid to the
Unemployment Compensation Fund; and (e) other unpaid debts owing to the State as a result of final
agency determination or judicial action.
11. PUBLIC CONTRACTS FOR SERVICES. CRS W17.5.101.
Mot Applicable to Agreements relating to the offer, issuance, or sale of securities, Investment advisory
services or fund management services, sponsored projects, Intergovernmental Agreements, or
Information technology services or products and services] The Local Agency certifies, warrants, and
agrees that it does not knowingly employ or contract with an Illegal alien who shag perform work under
this Agreement and shall confirm the employment eligibility of all employees who are newly hired for
employment in the United States to perform work under this Agreement, through participation in the E-
Verify Program or the State program established pursuant to CRS §8- 17.5- 102(5)(c), The Local Agency
shag not knowingly employ or oontract with an illegal alien to perform work under this Agreement or enter
into a contract with a subcontractor that fags to certify to The Local Agency that the subcontractor shall
not knowingly employ or contract with an illegal alien to perform work under this Agreement. The Local
Agency (a) shall not use E- Verify Program or State program procedures to undertake pre - employment
screening of job applicants while this Agreement Is being performed, (b) shag notify the subcontractor and
the contracting State agency within three days If The Local Agency has actual knowledge that a
subcontractor is employing or contracting with an illegal alien for work under this Agreement, (c) shelf
terminate the subcontract If a subcontractor does not stop employing or contracting with the Illegal alien
within three days of receiving the notice, and (d) shag comply with reasonable requests made in the
course of an investigation, undertaken pursuant to CRS §8- 17.5- 102(5), by the Colorado Department of
Labor and Employment. If The Local Agency participates In the State program, The Local Agency shall
deliver to the contracting State agency, Institution of Higher Education or political subdivision, a written,
notarized affirmation, affirming that The Local Agency has examined the legal work status of such
employee, and shag comply with all of the other requirements of the State program. If The Local Agency
fags to comply with any requirement of this provision or CRS §8-17.5 -101 et seq., the contracting State
agency, Institution of higher education or political subdivision may terminate this Agreement for breach
and, If so terminated, The Local Agency shag be liable for damages.
12 PUBLIC CONTRACTS WiTH NATURAL PERSONS. CRS 12476.5.101.
The Local Agency, g a natural person eighteen (IS) years of age or older, hereby swears and affirms
under penalty of perjcxy that he or she (a) Is a dozen or otherwise lawfully present in the United States
pursuant to federal law, (b) shag comply with the provisions of CRS §24- 76.5.101 at seq., and (c) has
produced one form of Identification required by CRS §24- 76.5.103 prior to the effective date of this
Agreement.
SPs Effective 1/1/09
THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK
Pape 22 0123
V. SIGNATURE PAGE
AW"MI t flailing Mmbw 11 HA3 25010
Poem 1 1 1 g for Tho Loots o11110f ed to sOt m TM LOOP I
AnomWe bohW and ooknwabda *M tM wM. M toa"ho on 1Mir r�9 1 MI0IN to VO fl
000t.
THE LOCAL AGENCY
OF VAIL
B
TIa.:To
by
fSEAL
LEGAL REVIEW
Suthere. Attorney General
cfle rotwNss tM wsts cw**Nor to opprow oN wMo A fmwM 1& Tl* Agrsw*M a nsl vMM U M
signal ono dslsd below by lM was conhigor or dsNgMS. TM Loaf A0 w g r not adimmIosd tob�p�
p«Mnnnos and woh Now w TM Loaf Age begins psrfa�ning pMor fhsrslo. the w ft of cofa+sds io iat
obMgslod b Ph► TM Loots A{*—. iioiao a for one► goods ondler wMo m proNdod hoaundor.
STAT CONTROLLER
David J. MoDornwA CPA
Colorado Department of Trar"oretion
pop sa of 23
STATE OF COLORADO
Sol Rider, ,Dr. GOVERNOR
Colorado Departrnent of Transportation
Rumell George, Exeo"Director
By: Pam Hutton — CDOT Chief Engineer
EXHIBIT A — SCOPE OF WORK
CMA 000/MR11�TMwMMrO�w110r :oyodw- 07410""
DESIGN DATA �..o..:
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Pape 3 of 3
29. EXHIBIT B - LOCAL AGENCY RESOLUTION
LOCAL AGENCY
ORDINANCE
or
RESOLUTION
Pape 1 of t
RESOLUTION NO, 28
Sena of 2010
A RESOLUnON APPROVING AN INTERGOVERNMENTAL AOREMUM B61WM THE
TOWN OF V AIL AND THE COLORADO DEPARTMENT OF TRANSPORTATION RBOARDM
MATTERNHORN BRIDGE REPLACEMENT. AND SETTING FORTH DETAILS DI RBOARD
THERETO.
WHEREAS, dw Town of Veil (dw 'Town", in the Courq of BMW atd a" of Cofomb b a
home mit mwkipal amporadoo duly orpnind end ed oft ender dw Itws of dw no of Cbiwa b sad
the Tows ChOW (1111 " C]wrta" Y and
WHEREAS, dw manben Of dw TOwa (bunch of dw TO" (dw MMNU') Ewe boat &k
elenad and quaURed; and
WHEREAS, dw Town ewically hm budpled dw tagvbvd foal mm* sed
WHEREAS, dw Federal H*bwq Adminytradoa (dw "FHWA') agOMM Mods !for IMW
- n*wtadon pngecW and
WHEREAS. da Town is m*mg a FHWA hen& for do dodp of dw Moodws Beielpa
mplamum (die 'Pmjalt" k and
WHEREAS, dw Colorado Depwoom of Te "amlon CMM y mWom" 1br lee iowal
sdwolw4 stion and nlpavyion of pe tmwtoe by dw Town for dw Pmjow and
WHEREAS, tlw Towwe and CDOT wyb b alw imo w lmwg mm plod AW"maat (dw '(GA')
friar dw chip of dw Pmjat. and
WHEREAS, the C&AwU BOds and drlwmina An IOA y neonwy and WM penmob do heow
safety, moray, and pnorr "fAm of dw Town; rod
iGA. WHEREAS, do Cwmdl's approval of Raohdbo No. 22, Swim 20106 Is agabad b aw Imo m
NOW THEREPORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THg TOWN OF
VAIL, COLORADO THAT:
sectiod ourinlo 1. CD OT, C bwaby mpgt, dw IOA and wj*orbta dw Tom Mumow b
t
7 our i d by dw Town Attoreq. sobaland ft dw tame Ram as omwbW bualo a XdAd ad b a form
section j This Ra olwion"tab cftd lamwdim* upon b pmuurt,
INTRODUCED. PASSED AND ADOPM it 0 ngWw weeft a( dw Town Commil of do
TOWN or Vail WM dois 10 *y of NovmW. 2010.
Itiobod
.=
Ati-il-1-
A kT +
Reft*Am "a ls. Sw 0 2014
4
30. EXHIBIT C — FUNDING PROVISIONS
A. Cost of Work Estimate
The Local Agency has estimated the total cost the Work to be $118.733.00 which Ln to ha
unded as follows: _
1 BUDGETED FUNDS
a. Federal Funds
(80% of Participating Costs)
b. Local Agency Matching Funds $23,747
(20% of Participating Costs)
d. Local Agency Matching for CDOT -
Incurred Non - Participating Costs (ANDIORJ
Overmatch en
1
12 ESTIMATED CDOT - INCURRED COSTS
a. Federal Share
(—of Participating Costs)
b. Local Agency
Local Agency Share of Participating Costs $0.00
Non- PartidlWng Costs (Including Non-
Participating Indirects) $0.00
Estimated to be Billed to Local Agency S0.001
TOTAL ESTIMATED CDOT - INCURRED COSTA in
3 ESTIMATED PAYMENT TO LOCAL AGENCY
a. Federal Funds Budgeted (1a)
b. Less Estimated Federal Share of CDOT - Incurred Costs (2a)
I TOTAL ESTIMATED PAYMENT TO LOCAL AGENCY tad apA nrJ
FOR CDOT ENCUMBRANCE PURPOSES
Estimated Encumbrance Amount 'Note – Federal Funds
are currently not available at this time. Funds will be
encumbered at a later date by formal amendment or option
letter.* $118,733
Less ROW Acquisition 3111 and/or ROW
to be encumbered as follows:
1
1
Pape 1 of 2
B. Matching Funds
The matching ratio for the federal participating funds for this Work is 80% federal -aid funds
(CFDA #e20 2050) to 20% Local Agency funds, it being understood that such ratio applies only to
the $118,733.00 that is eligible for federal participation, it being further understood that all
non - participating costs are borne by the Local Agency at 100%. If the total participating cost of
performance of the Work exceeds $118,733.00, and additional federal funds are made available
for the Work, the Local Agency shall pay 20% of all such costs eligible for federal participation
and 100% of all non -participating costs; 0 additional federal funds are not made available, the
Local Agency shall pay all such excess costs. If the total participating cost of performance of the
Work Is less than $118,733.00, then the amounts of Local Agency and federal -ald funds will be
decreased in accordance with the funding ratio described herein. The performance of the Work
shall be at no cost to the State.
C. Maximum Amount Payable
The maximum amount payable to the Local Agency under this Agreement shall be $94,986.00
(For CDOT accounting purposes, the federal funds of $94,986.00 and Local Agency matching
funds of $23,747.00 will be encumbered for a total encumbrance of $118,733.00), unless such
amount Is increased by an appropriate written modification to this Agreement executed before
any increased cost Is incurred. *Not* — Federal Funds are currently not available at this time.
Funds will be encumbwod at a later date by formal amendment or option {suer.' it is understood
and agreed by the parties hereto that the total cost of the Work stated hereinbefore is the best
estimate available, based on the design data as approved at the time of execution of this
Agreement, and that such cost is subject to revisions (in accord with the procedure in the
previous sentence) agreeable to the parties prior to bid and award.
D. Single Audit Act Amendment
All state and local government and non - profit organization Sub -The Local Agenoys receiving
more than $500,000 from all funding sources defined as federal financial assistance for Single
Audit Act Amendment purposes, shall comply with the audit requirements of OMB Circular A-
133 (Audits of States, Local Governments and Non - Profit Organizations) see also, 49 C.F.R.
18.20 through 18.26. The Single Audit Act Amendment requirements applicable to Sub -The
Local Agenoys receiving federal funds are as follows:
I. Expenditure less than $300,000
If the Sub -The Local Agency expends less than $500,000 in Federal funds (all federal
sources, riot just Highway funds) In Its fiscal year then this requirement does not apply.
11. Expenditure exceeding than $500,000- Highway Funds Only
If the Sub -The Local Agency expends more than $500,000 In Federal funds, but only
received federal Highway funds (Catalog of Federal Domestic Assistance, CFDA 20.205)
then a program specific audit shall be performed. This audit will examine the "financial"
procedures and processes for this program area.
Ill. Expenditure exceeding than $500,000 - Multiple Funding Sources
If the Sub -The Local Agency expends more than $500,000 in Federal funds, and the Federal
funds are from multiple sources (FTA, HUD, NPS, etc.) then the Single Audit Act applies,
which Is an audit on the entire organization/entity.
Iv. Independent CPA
Single Audit shall only be conducted by an Independent CPA, not by an auditor on staff. An
audit is an allowable direct or indirect cost.
Page 2 of 2
31. EXHIBIT D — OPTION LETTER
SAMPLE IGA OPTION LETTER
(Mls option has been orated by the Office of the State controller for CWT use only)
NOTE: This option Is limited to the spec* contract scenarios listed below
&Q ma be used in plaos of exercising a knnal amerxarr nt.
Vendor name:
A. SUBJECT: (Choose appfkabie options listed below AND In section Band delete the rest)
1. Level of service change within current term due to an unexpected Local overmatch on an overlaid
situation ONLY;
2. Option to add phasing to include Design, Construction, Environmental, Utilities, ROW incidentals or
Miscellaneous ONLY (does not apply to Aoquisition/Relocation or Railroads);
3. Option to update funding (a new Exhibit C must be attached with the option letter and shall be
labeled C -1 (future changes for this option shall be labeled as follows: C-2, C-3, C-4, etc.)
B. REQUIRED PROVISIONS. All Option Letters shall contain the appropriate provisions set forth
below:
(Insert the following language for uae with option #11)•
In accordance with the terms of the original Agreement Unsert FY. Aaency code & CL IN routing #r of
Bask Contract) between the State of Colorado, Department of Transportation and (Insert the Local
Aaencyla name here) the State hereby exercises the option to record a level of service change due to
unexpected overmatch dollars due to an overbid situation. The Agreement is now increased by
(k dkate addMona/ dopers here) specified in Paragraph/Sectlon/Provislon of the
original Agreement.
(Insert the followina language for use with Option )•
In accordance with the terms of the original Agreement (insert FY. Aaencv code & CL1N nxi ina I
Bask Contract) between the State of Colorado, Department of Transportation and lJns�ocal
Aaencw's name here) the State hereby exercises the option to add an overlapping phase in j
Fiscal Year here) that will include (dscAbe whkh phase will be added and bdude all that a_y —
. Total funds for
this Agreement remain the same (indicate total dollars here) as referenced in
Paragraph /Section/Provision/ExhibN of the original Agreement.
In accordance with the terms of the original Agreement (insert FY. Aaency code & CLIN routina 0 of
Bask Contract) between the State of Colorado, Department of Transportation and the Local
Mancy's name here) the State hereby exercises the option to update funding based on changes
from state, federal, local match and/or local agency overmatch funds. The Agreement is now GVJW
by ( ksert dollars here) specified in Paragraph/-SectioN-
ProvisioNExhibit of the original Agreement. A new Exhibit C-1 is made part of the
original Agreement and replaces Exhibit C. (The following Is a NOTE only so please delete when
Page 1 of 2
using this option: future changes for this option for Exhibit C shall be labeled as follows: C -2, C-3, C-4,
etc.)
(The following language must be included on ALL options):
The amount of the current Fiscal Year contract value Is (Irarreasedid by ($ &mount Qj
chanae J to a new Agreement value of ($ ) to satisfy services/goods ordered under the
Agreement for the current fiscal year ( indic&te Fiscal Year) The first sentence In
Paragraph /Section/Provision is hereby modified accordingly.
The total Agreement value to include all previous amendments, option letters, etc. is
The effective date of this Option Letter Is upon approval of the State Controller or delegate
APPROVALS:
For the The Local Aaencv
Legal Name of the Local Agency
By:
Print Name of Authorized Individual
Signature:
Date:
Tide: Official Title of Authorized Individual
State of Colorado:
Bill Ritter, Jr., Governor
By: Date:
Executive Director, Colorado Department of Transportation
CRS 124-30.202 requires the State Controller to approve *0 State Contracts. This Agreement is not valid
until signed and dated below by the State Controller or delegate. Contractor Is not authorized to begin
psrfoinwnce until such time. If the Local Agency begins performing prior thereto, the State of Colorado
le not obligated to pay the Loyd Agency for such performance or for any goods and/or services
provided hereunder.
State Controller
David J. McDerrrrott, CPA
By:
Date:
Form LWWO ; June 12, 2008
Pape 2 of 2
ss. EXHIBIT E — LOCAL AGENCY CONTRACT ADMINISTRATION
CHECKLIST
LOCAL AGENCY CONTRACT ADMNNWRATION CHECKLIST
The "MN dwckld has been dwi*bped b erwure that aq requked aspeda of a
P "*o approved br Federal 6 nft have been addressed and a roepmoM party
s» WW for each task
After a PuOd has been approved for Federal 6n4lnp in Vw SWw*Me Trarwportatbn
bpvsewnt Program. the Cobrado Oepwkm* of Trarwpwtatbn (COOT) Prof
MarwW Local AMmY Pr*d nwwW and CDOT Reetder. Enpkwer propan the
dwd ist It bewmn a part of the ow aftW apraarrwnt between the Local Ap
MW CD OT, The CDOT AW" w o Unit wo not pmm a L ocal
w 00 e M V fhd o aN rtl
V�d choddiaL k wE be rovlswed at fhe FkW Ohba Nw rtw.tirp
k� gWdual tacks. fSse rorrwin in apreer»srt as b who r rosporwbN br psrfonNnp
M
Pape 1 of 5
33. EXHIBIT F — CERTIFICATION FOR FEDERAL -AID CONTRACTS
The Local Agency certifies, by signing this Agreement, to the best of its knowledge edge and belief, that:
No Federal
appropriated funds have been paid or will be paid, by or on behalf or the undersigned to
any person for influencing or attempting to influence an officer or em g '
Member of Congress, an officer or employee of Congress, or an employee f of any Federal agency, a
in Connection with the awarding of any Federal loan, the entering into of any coo agreem
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 a
influencing or attempting to influence an officer or of Congress, or an nY person for
Congress in connection with this Federal contract, Agreement, loan, or employee of a Member of ive
undersigned shall Complete and submit Standard Form•LLL, "Disclosure Foy agreement, the
accordance with its instructions. Report Lobbying," In
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, Idle 31, U.S. Code. An
file the required certification shall be su ect to a civil Y who fails to
than $100,000 for each such failure. Pe�hY of not less than $10,000 and not more
The prospective Participant also agree by submitting his or her bid or proposal that he or she shall
language of this certificcation be included in all lower tier subcontracts, which exceed
$100,000 and that all such sub - recipients shall Certify and disclose accordingly.
Required by 23 CFR 635.112
Pape 1 of 1
.
34. EXHIBIT G — DISADVANTAGED BUSINESS ENTERPRISE
SECTION 1. policy
It is the policy of the Colorado Department of Transportation (CDOT) that disadvantaged business
enterprises shall have the maximum opportunity to participate in the performance of conb fin arx�ecf
In whole or In part with Federal funds under this agreement, pursuant 49 CFR Part 23. to
Consequently, the 49 CFR Part IE DBE requirements the Colorado Department to Transportation DBE of
Program (or a Local Agency DBE Program approved in advance by the State) ap
SECTION 2. DBE Obl igation, ply to this agreement.
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 R ulato
maximum opportunity to participate in the performance of contracts ands egul to Regulatory A gencies an h ave
n 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- redpient) 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
Business Programs Office Agency upon request:
Colorado Department of Transportation
4201 East Arkansas Avenue, Room 287
Denver, Colorado 80222 -3400
Phone: (303) 757 -9234
revised I/22/98
Required by 49 CFR Part 23.41
Paps 1 of 1
35. EXHIBIT H — LOCAL AGENCY PROCEDURES FOR CONSULTANT SERVICES
THE LOCAL AGENCY SHALL USE THESE PROCEDURES TO IMPLEMENT FEDERAL -AID
PROJECT AGREEMENTS WITH PROFESSIONAL CONSULTANT SERVICES
Title 23 Code of Federal Regulations (CFR) 172 applies to a federally funded local agency project
agreement administered by CDOT that involves professional consultant services. 23 CFR 172.1
states 'The policies and procedures involve federally funded contracts for engineering and design
related services for projects subject to the provisions of 23 U.S.C. 112(a) and are issued to ensure
that a qualified consultant is obtained through an equitable selection process, that prescribed work
is properly accomplished in a timely manner, and at fair and reasonable cost" and according to 23
CFR 172.5 "Price shall not be used as a factor in the analysis and selection phase." Therefore, local
agencies must comply with these CFR requirements when obtaining professional consultant
services under a federally funded consultant contract administered by CDOT.
CDOT has formulated Its procedures in Procedural Directive (P.D.) 400.1 and the related
operations guidebook titled "Obtaining Professional Consultant Services". This directive and
guidebook incorporate requirements from both Federal and State regulations, i.e., 23 CFR 172 and
CRS §24-30 -1401 at seq. Copies of the directive and the guidebook may be obtained upon request
from CDOTs 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 solWM!on 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.
S. 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. Oualifications,
b. Approach to the Work,
c. Ability to fumish professional services.
d. Anticipated design concepts, and
e. Alternative methods of approach for furnishing the professional services.
Pape 2 011
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.
S. Each of the steps listed above is to be documented in accordance with the provisions of 49
CFR 18.42, which provide for records to be kept at least three years from the date that the
local agency submits its final expenditure report. Records of projects under litigation shall be
kept at least three years after the case has been settled.
CRS §§24 -30 -1401 through 24-30-1408,23 CFR Part 172, and P.D. 400.1, provide additional
details for complying with the preceeding eight (8) steps.
Pape t of 2
36. EXHIBIT I — FEDERAL-AID CONTRACT PROVISIONS
FHWA Form 1273
REQUIRED CONTRACT PROvWONS
FEDERAL-AID CONSTRUCTION CONTRACTS
INV -S . b and of Prodohinmined MMkmm W#M .........
VWmw*
VLA cm F
V
&rPPOn. and II. 80MV or Assigning to ..........
VIN. SdW. Aoddent Pwandon
IXF*o ftwnwft Conmft No
•IFFFISM of Clem Air Act and Feft
WSW P&AW Control Act
Xl..
= DoMmme.
Eaokrebn
XIL = CwW=dm A - 9 01111 0 Use of Conlract Funds for
ATTACHMENTS
A-EnoWnert Pmkmm for Appelechlen ca*am
(Ircluded In AWN*ddo ooniraft 0*)
L GENERAL
1. These ao n t ad PwAWm abd •k* 10 d "0* perlonned on ft
oo OW by the amnftft ow agwindon and WM dw assistance of
*O*An under the corwacbes bormsdisle ftPWb*r4wm and to al
work I Im d On tin o h1 cl by F station work or by
suboontraM
2. Emept as WWWb9 POWC10 for In each Wim dw mmacw
sleep him in each - , I P a hoc al of ft stipwilsom mnww in ft"
PAq*" CWWW POWAMN and kwt?W require VWW inclusion in any
Net K Or PUPO4160 order to my In turn be made. The
PAq*W C P00v4sions dal not be l- P I m 0-11 by m4renov in
may on& The p*4 Pm lAffiolM shall be respongibb jor mq% b
NW "
. Or boar boar fer suboomwior wwill ftee Req
CO*IW Prowwons
3. A &esch of any d #w @*Wsgo con t e i,"d in thee Rw#*,Sd
Cftvw Pnodsi"r SW be KAdwd gramuk for WmV"W d d
contract.
4. A l of t teftwing dens ol the p 4q*W Cordr@d
PrOW mW *0 be grounds for dobannent as provided in 29 CFR
5,12:
k wacram 2;
Seddon N. PWIWWhg 1. 2.0.4. and 7;
8 80110" V. PWIWWW I and 2a through 29.
5- D *Uw WWM Out Of 00 Mw $*Ww& Prowielons of Section N
•000t p•nigraph 5) and Seclon V of ft" pAqWW C
provisions OW not be aood I* " gs I d d of this
Agrowners. Such accor
ck Me 00 be 06 in dance ooh do
P009d" of ft UT De"womeni of Leber MOL) as set " In 20
CFR 5, 0. end 7. DiepMe W " # mow ft ol ft do " indude
dwLfts I n t weer the amirmor (or OW ol Its ouboon"saws) end the
colwaftv
talus agency. 00 DOL, or the owascior orooys" or smi,
RIP"Wars.
L s ete dle n of Liebm owino the p w i wwam of Mb Agnmmwo.
*0 co rwa aea r SW mat
L eo@Inet kbw kM WV WW ft pogeog*Wk or
Wftq d the Urftd Stalme ( -oW tor wnpiopn" ; � - me jo
AppdwNan care" =. SO speollied in Aft*~ A).
Or
b -V* convid hd- jor any p Wtii t h e W a , dw
PMJD* WAM It il WW P•rtOnnnsd by coffAm of are on parole,
supervised id"n, or pr
L NONDISCROUNATM
(Appliamble 10 al Fedw Wd consinjow and to Al related
subconowis of $to= o more.)
- & p w a mplorme apporw*v Equw wownm omww*
(EEO)
requiramo not t dgwW*Wft and to too #Mmw&* UMM 10
mom equal aMoruft ss SM 10M u n d er Ww% swou wde
ng "'"AWOMM CFR 429 CFR IGW and 41 CFR $M and , j -
of to Secretary of LaW m awdoed b d p mv W am pmwted
hw*L aid' 1,, PUNUM 10 = U-LQ 140 SW Owilft" 10 EEO
and spadlic slimma" mom standards for an coraft"ft P*d
scAvilles under ft Aomemm 7b* EqLW Oppwkg* C ano b u W m
OW&W SP*dk@lWW 00 1 WdW 41 CFR 04.3 e ft
P*WWww of the Amerion OWwWmbs Act *I 19M (42 U.S.C. 1210 M
1&) $9 100 under 28 CFR 35 and 29 CFR 1630 an kworpomisd b
on In ft AW"masm In 00 "OpAon d ft Agrammers, do
to cormpty vM Ow lobvft rMrknm I
rsqWrw-t EEO-
a. The m*acw we work so to $we agency (DW
and ft F•clim Govempewt In Gwr*4 CIA EE and in #w*
review of hWW soWflas under ft corwam
b. The contractor vA scoW & his operating poppy Vw bk%*V
ant
'11 Is to poliq of oft Conweni, 10 alum tw opplmft we
Sa Wbysd- Ond OW w are tremild during so*ftplw
I "'"" fGOwd 10 # MW 19 . W calor, nalono origin, ap
or dembifty. Such acdon dwA indudg: empipp"SM upgra
1 00, r. *rbanalerrearultmertor -kd&ll t adowlefthW
or wonirmidon; to" of pay or ottw form of cowipwas"X and
selecdon for wakft , W0,20prentlasshIP6
w%ft orkho-job "kftl
2. EEO 006m 7bg - , O vA doefor" and nmM know to tw
SHA wfta*V , m, an EEO Oftw wto vA ham Vw mopw
OW and raust be c@pW* d g1kcS W, adpakdowin end promoft an
= cww&dw program of EEO and *ft must be assigned ad**"
end redPonstft to do so.
I memshation of Poftr- Al mwnbwe oi #w comadw, am
who are 60wle to hkv- wWAW 0 1 LOBO and dKNvp
OW010YOW or who recommend such McftM or w h o We gL
k*ok'ld In such oak% %* be we* fift oo~ ot, en d v a
in Own" ft Ow*aftft NO Poky aid oonlraftW msporW""
to F In I ds EEO in each Wad$ end doeMk a t effl To
wW" 1W Ow above agresinent vA be wgK #w joloWno attar oil
be tdm as a ndr*nunL-
a. pa ff"*w of npwvmy and persomw omko
VVID" WO be am&xftd 1 10 1 tid of work and then not lose
Oran Ow one •VOY @k m0rrt It ~ UM the awilradoes EEO
PdWY end ft brOwrantellon vA be . Mew ed and 0*4*kgd r
M"*W WA be Conducted by on EEO Of
b. Al new K V wvi my Or PwwmW ONO *mPWI*ft vA be
9Ww a Mw *U0 indoclinellon by ft EEO 0111m, *wAw4V al mlj
aspeals of the wrilreclots EEO dAgallons "WM ftV do" Wlm*V
IMir mM illq for dulir ooh iliveconlisdor.
&Alpe n,- whosmangagedindrWrearullinwoor
prood will be Instrucled by #* EEO Omew in # = & Sft ft "
PMO*dwft for imf 11 &Wh*q n*m4 group OnVb
d. Nation end pm%n Gettin ba tin M*aftft EEO poft
will be Owed in woo meft "oem" 10 wn Wkwft tor
somploy mm - w - , M AD arom
The conlreoloft EEO poky and Ow Prooddures to kr4isamw
Uch P wo be brOWN 10 00 a" Of sm0by4ft by mgt of
ms@*Ok WV100"o handbooks, or o0w apppoplete mes
4. 010 0"00000b. When adverleing for employees. " conegM v A
include in &N &"%Wwft 1W OVOID" to notailorL 'An Equal
P" 1 Of 8
REQUIRED BY 23 CFR 03.lo2 —
l �
OPPOft* a bW droubSa,�� among wit be n go
in
PUIADIWIM nom rrlhlolh the W*d work 10109 be I^ NN area
IGf K Conduct /IOmWc and dred Ncndkalt dw4lh pubic
w aft W hin TO raw 1 N hb � " b W~ )dd W Mino ft
Orow fflO %- t he contractor win W ore ly
kfentidad mum Pr000duras v*m*by nNnoNy WOW IPpicants gray be
weaned b tie e01NNfaer for Employawt considenialm
b. In do oval Nw contractor tw a vadd bargakrrp agreement
PwA&p far ft"Mw hiring hd MISIMI , he N expected to obww tine
praimions d rip apnwnannt b the exwt Net to system panels Ow
corwactoes aompNanos wkb EEO Contrast pwA*m (The DOL hee
hold Nut wh m knpNnwNalloe Of Such Opo nets haw Na saw a
g splint 06h - lee or wol "N or obgp a" Nw oontrlctw b
do ft tame, such knplsmsnWon vblalee Earoutlw Order 11946, M
amended)
Q The contractor win wwouege his present employeea b rater
r^InWry raw IPPdaab for arrownwN. kdamudon and procedures
with nowd
b Nbrrkq minorky Wo up apPlbarw win be deaead Suit
b. PW$O W Aoaom: Wsgoa, wo *V owhdNone. and empbyae
bwheIN shad be eatW**W and adnlnietend, and puN NW - u - m ci
byoa�. tMS. bxk dreg hi ring. upgrading, pronhoYor4 UnOw. demotion.
fsdol14 d w**$l alnad be INIM without regard b ►act. color.
shad be bdoand: 01�"• cs w Nry
a delb. The todornkq pooadrea
S. The oortraCfw win aornduct periodic khapecibre d project abet
b inure rip wad" corddwn Ind Employee Ilyd/: do nod kdope
diaokd Wogr trown" of project ate psnarnM.
IL The corn actor wad pariodcaNy V W MM Nw qw ad d noon
ddawknwooryweve pacaei b determine trey EhAdena a
a The contractor win pwbdodly aw w eelww pal/nhd
action in doo to dew eing IWWwr #we b - Idernce of doatotl.
nation. Whet evidwhoe is lourd, to R hKIM " PI0Ml* take
ocf o*m actiorn 100 whAEw kdoates NW to daorYMnsti n
extend may
p erson one reviewed, arch oomafw aoNon SW k+duda
&I allecled d The contract, win pros %Wy kwesNOate d 00rKtai to of alleged
diood nude b N» COINrw in conn eclon Wlh his ardoalbne VA
tab apprNF 00110000E action within i fMaw NmN Nvu
k voolowon kd cmt rip Nw d00dmk abct pe
had" may nsone atlw
t tin conplYnwt. such CWO*A action shad include Such char
Psnow. Upon CenpleNon Of tech kmsstipa0o. Na sm heciol win
kdorna awry aoflplalrnani d d of his sveara of appeal.
6. Thkft and P crow r
L The Corwactot hind a"M N khoatlng, 4,UAV# o, and
dft 01 haNaeknp
MlnOXf' 9" and women er pbY+a. and eppdcarw for
wnpbymwt
b. Con et" WM tie 00ntractors WO* bra raquken&ft end
as Pam one under ffoderal and Btrde Ngrfpwn, tlw antractw shad
make full use of wwkNng poalm/. Le., apprefntioaM1P, ell 0t0040b
VsWft P 9bf far INS wee d owtup pwbmNow
sheN be In Nwk fkp a ji trakhaEE N Ewe oearpation
/Pod PVA" for iwrg leirder Vft Apowwnent. b
subpwvW%A win be eapwa w a indoped N tfw /Pedal provWwh
0. The Cwt►aeew win adnbe employee and oppycehte for
er* t o avgble training programs and «trans. Npu4ernwhn
d. The con Suit wwft Ny Noew Ow training and ~ No Women /dotble emfAoyee b kp and promoodo n,
T. UMNM N hie Cotactbt rate In wwle or In pan upon union e a
eons at anpbyns, the o A -nor win use hia#w beg allot b obtain
t h e Cooperation of such anion b knoraaae glpor"Wes for minorNy
clops and wand wAMM to hater, and to abct be by such
unions of mkwNy and % We anpbyeea, Action by Nw o i—Io
Mtiwr tire* Of rirough a oonlrvaWs aeoMtion acting as agwN win
wmk de Ne Proosdm et brth below.
a. The 00ntraoto WAN we best pbrb to dswbp, In cooperation
Suit Ow union, jolt t dnkp pmpama , 4AL%kq more
mina ft group mnarllben and wallm for rue obs** in N» unions end
inawNp tit d t+ of nWrorNy group ErgtoyEes end wo nth so tip
Noy may waft for Now paykp enploynwnr.
b. The contractor win use beat afore& b kMMor b an EEO
lone into each union RON~ b Nw end Nut Such union win be
oortrakedp bound b wer SM&AnM wlNhan regard to NhUr rape, color,
wlgior4 ex nalorul wlokk ape or dieab ft.
c. The Contractor Is b obtain Inlpnnh"ol as b Nw NwrW
par
fack" fwd pofidee a nine tabor union eeoep Nut b ft 04M ch
do matlon Is within Nw endustve poseeebn d Nw labor union end
such labor union Ntuas b Ow" Such kdornuNon Il rie oornra and
t contractor dull so cw* b ate SMA and 00 at lonh Surat Miles
have been made to obtain Such IMamgiom
d b nine ewwt tit union ki unbte b p "Nw cwWgd r wIM a
� �almYwAy and woman taI ds wlft"*" M* eat
kd.pwderN nohrkreN Eibflt, Y«np rrMrtha.e�' as t
raped b race. Color. 1 - Din ex. 160 ape or dy' No
mwkkng fur eaoree to obtain 4NOW an&w
Pwww and women (The DM hen held NMI it am be no ext, aw
the union "M whidn the Contractor has a 0"" bwp kit
agnwnerN pr&Mrg for e*ssive utwfr tolled b NW mbhwNy
emPicysm) to Nw event Na un ON 1 " pfrA to Nw
CortraOW 60110 ANAMOV Ow obdgaNen purawN 10 Ewoahw Ood r
11246, as anhwdK end rice epdai pncryiens. Such owyadol pall
iI n iwdpNy noNiy tit SFYL
a. aebcv d Ilubowarecto a, Proc of Wewbb and
Leasing of E4uowanb The oatraMw dwl not dlaaimipads on Nw
grounds a race. code, tw oion. eex. nag n OW, Io/ or d ea ft M
to selection and retention of adx wtr MM i ncki ft pwcueeerN d
Maudals and base a Epuipnert.
L The contractor Muni rwdiy M potential suboorwacton and
suppdwa of NOW EEO clAgo one under ris Apnenww
b. Oba4varOped
CFR 23. business BE /fl/fpkreE (D a detin a in 46
suboonaw whlcr l kw>� a
A6NemwN. The Contactor win ue his bap egrets b sodoN bids tram
Nd to UNIM OBE eubcorWeoton or aub0ontadoa *0 meernkQkN
minoft wow and tende repneetawn among rink enptoy/a.
Corkadwe etWl obbN Nor* of WE corntruclon emu from SMA
Personnel.
c. The w i adw win awe his bed Mob to enema eubconlradc,
00mpasnoa with tlek EEO obtioatiorw.
9. f1 w , do and Map A 11 : The contactor shad koap such toads as
nwaseary Mhell ps for A �
to IM w Nw EEO Nqukamwft Such yew m completion
Of ft Co l as work and al be awtisbM at rho og, s en d
PIMOMG ter YnPeotlon by sWolsed NPneetnMa d tlw SMA and tie
The Noorde kept by Ow Cotractor Ingrid doounent Nw
(1) The number of minerky and no odna ft group merabere
and wC M ernployed k► each work daaeNcpbn onto I % ,
(z) The pap m and No being made in ocopration so
union, when eppNable, b khoeae wnpw~ opportunities for
mkronl iss end women;
( T proomm and Minns bekp made in bating, hifkrg,
moo, WltiMfna. ate Npgwdng minonfpr and lanrnalo sn"Nosc and
(4) The pmgrae end No being made In ea - Nw
SWAM of OBE subcontractors or subcowacit" with nww*ekd
mkefly and fernab Np.ee taftn eakta rick empbyses.
b. The oontraotors win Iu' h an annual spot b Nw W A sad,
Jury for Nw duration a tiw projal, , %& - no Nw NrMwr f ,*,*,
wme
on. and non'minoft OMW snnpbyae CURIOMr ErgapW In each
work da elloslon Nwhfred by the contract v mk. TM, wo magoh is b
2o(8
REQUIRED BY 23 CFR 698,1134
be Poppftd on Fpm FHWl41391. N on-the job t *ft it bekp AMAk sd
by the oontrador will be npuMwd to collect and report
NL NOIgEti "TED FACT ITUS
(ApOk" b aM Fadwa4W oombucdon ow*#Am and b art rdaftd
ehabooraadts d $1OAW or more.)
L By Mbmiaelon d Mb bid. the en10onalon of We AWs mwR or
shoontract, or the oarummellom of this "Martel Supply 10 reem10rt or
PuOM order, as appropriate, go bidder, Federal•sid owavailm
Contractor, suboonbaabr, malerI I suppler, or vendor. as epprepdde,
dsrliles tot the limn does not ankrtaln or provide for Its amployess any
sspepeled bdRies at any of IN eetaDYshnsrMs, and OW t firm doss
rot pemit ids empbyess b Polo I idr SwAon at any boalon, under
b adrenal, we apaMsisd bd On an maI The 11ne agrees
that a breach of this aallodbn Is a vbldlon of the EEO provbbrne at
this AWOemer . The Ana ho rim c 0 Mat no employee wM be denied
access to adsWels facilities an the basis of se: or dssbMly.
b. As ussd in this osrtilatlon, the term %sg qpW bdMlee'
m10ara Wj WO ream, work neat, redwhe and w.sho
sknP orr *oubV paftV lob. d a frig ftunokw re0nalon or
errtaWrrmare aress, transportelor4 and Inokaknp tedllla provided for
empbyass which ePo WWOOabd by OVM drectlw, a we, in last
sWagand an t bssis d race, dolor. reVgim , rna ad*. age or
dkdit. banns of Mbh, local aasbm. or oe is The orry
eanoeption will be for the dubbd when the danands for aodeselbllNy
override (*a- damblsd pwWo.
L The ooreraoID agrees Mat N has obtained or will abbin kdaibd
arlfioellon from prop red s bconlracbrs or mater I supplae prior to
award of M I - , c s at consaaeatlon d material Supply III
d 11110.000 or more and Mat N wM nW wore oaMlalaa InValles. w
IV. PAt/MM OF PREDETTrlUMM UNWUY WANE
(Applicebb to all F .dad -old comtruction I I I - b eaossdng
=2AW ad to Y r@Wsd subcontracts, sump for p *w boaMd an
roadways classified as local mob or naafi minor CObdtort, which are
earsnpL)
1.Oamaak
L Ass meA - *F and lobpere snpb) ad at working upon to am
d 1110 work will be paid a cordlonaay and not Iess often hewn o os a
weak and wiftid rAnglant hPt Payroll ds aPo dedud p a rebw ( a �
3) Wead by the Seaalay of tabor under Ma Capdand Ass (40 U.S.C.
27003 the hill athomb of weW and bona Moe tinge be aft (or Cssh
OMOMW a OWN due at ice of payment The payaherI shell be
Cornpeed at wogs raw not Was than the" ooneair100 in the wage
nd n') wfYch i a I d end d regodltw of
any conba bah rdatonshlp which may be cheeped to eclat bdwesn the
contraobr or he a6convears and such bbpera all Mechanics. ics. The
warps dabmnI am (b ooting any eddlonal O r -1 g and
Mae conlonned wider Poster CW132 W paragraph s
) or Fonu F A.14M% *0 be posted at all iss
nby
to ooreredor and lie suboorwa at hen as d the work in a he licanbsesellyseenthe
Fm For t q�d Secalom owerbA 0 e made a bir cosm
a Dw b•6 Act (40 UAM. 27" an whM t�ittor at
su*d bb Ma PrevMiora d Saalon IV, ouch Ia bOrM S or m a l w for
1110F 1' d this Saddn, mou r 00 *bAora ma1M ar ooab barred
for more titan a W Wy Prod put no kiss often Mean *W%M y) hander
Pbas, hods. a PMWST , which oovar M10 partouftr woddi period. we
doomed period. Su keI F s mednar� t b ai opd we"
w
rob and fringe be ales an the wage dourmh i �
of work a pwiatm10d wNlma l regal to ekM, unapt as padded in
era
pprapine 4 and 5 d this Sedan N.
b. laborers or rmeohnaria peAormkp Mock in more than one
dwlficatlon may be compenwbd at the raft Wadbd for each
dsss canon for to thin amorally waked damn, pow fdsd. tot t
ddsMoMlon in With work p�io �s't forth the Mrrh. ep.rnt N each
a M rt*W and kntnprebtlpa Of the DWAS -B000n Ad and
related acts OwMknd In 20 CFR 1, J, and 5 an hePokh Inoorporebd by
rebrenoa ft tis AOrearwe.
2. t.lasaNsooftL
a. The SNA oor' nil p M Od aegdre Mat any dw of
labor" of medwia employed under to oorwsm which Is not 6ftd
in the d o deMrnMeson, 0111411 be daewhd In conlorannoe wim t
wep
b. The corarsa p doer dW eppow an ad*M W
dwMlcafon wags role and kings beneft piy when t loaowlrp
pNerft
we been met
(1) the work b be performed by to adduced dmWkslon
rownsled Is not perbnaed by a dasaibaMon In the wage dswmimlorb
- _ - - _ -. f?) ft addlond daadlicatbn h uWnd in the area by tla
(a) hen pOPoeed wage roe, YolUft any bona Ads limps
baneft
bear
dM son n reaso and relations ip b to wage rang in
oonbk10d
(4) with reaped b helpers, when such a cludialon
Prevals In t all In which the work Is pmlon,
C. 1 00 CornI WO or auboontraokoM as approprfua.#*' li,
and anc arias (1f known) to be employed in the addliond olmsalon
or their repreesnillYws, all go corePodknp dfioar apae on the
dassM - 9 - and wage rata Onciu ray go X" dsNpna for frkqe
beneft where appropMeL a report d hen eotlon taken shall be ant by
"PI IN 0 doer b #0 DOL. AdmirioYaror of the Wage and Hour
DiviNon, F.npbynnatt ftn*x a Adniisssilm Wmhk*bn, DP-
20210. The W ege all flour Adni leYabr, or an &*Wised repreeais.
Mw, will epPro^ wady, or dssppreve every addllorW cluellissam
aeMon wMfin s0 days, d reas,lpt and so adviss the ooreradg OMar or
wM notly the contracting aAoa waWn hen 54day period Mat; add low
Mme M necessary.
d. In the event M10 Contractor or tubcoMactans, as appcopdaft,
the laborers or r 1 aia b be employed in the addtlonal ClssaMoalon
Of thek represereetvea, and the N 0 1 P debar do not apes an to
propssed cfsa 1111CO n ad wraps, fee (kncksov the arnourt - 10 - bid
br lrlrnpe barneAb, whore appOPntate) ft - - he* Moer shell Polar
ore 0 kokaip to views Of all kNs,resied prtss and 1110
recommendation d to anlPodl 10 Oar. te to Warps, and H
Adaftairator for detemirnallon. Said Admkistraaor, or an whortsed
repeeamblive, will Wow a ds,bminedw wife 30 days d reap and
eo a 11' to oontraeing dA , or will no1My to oonbacip doer
whin to IlMay p W Vw addtlornd time k racessay approwlw
determined The puSu 0 par 20 2d�offt 8 N Ohd be
paid b all wpkas POW ih work in to ad*WW dsss,Mpton from
010 *0 day on which work Is pert in to gaes,Moatlon,
1. Payewn of Fdnp seneMfe:
a. Wharnwr the rakirrmn wails, nab prescribed in to contract
for a cede of labdePo or ans,cwia kokdee a %-W - - ~lie no
expressed as an hourly rays. the Conbador or Suboonlradora, as
saxop lele, " ellw pay the berneAt as stated In the wege
f or PW another bone fide kips ' I a so" 111 .1
b. M M10 Contractor or MbOonvador, as appropriaw does not
make payrrwes b a train at other rid penorn, healda may oon10
as a pat of the wages of any laborer or m100faric the annwd a any
COW reasonably wAcipated b po'd bone Ada binge bennsAb under
a Plan or propram provided, sw ft S*WMay d tabor hss buhd upon
the whfrw rerlussl of t h e oonbadlor. OW hen 14p40" sta gkods d to
Devle•8aoon Ad have bow met. The Secretary of tabor may t000re
the contra0br to cat adds ft a sepaale aowmt web ter Mme 1 10eip
ol dnapatbm wrier the plan or propran.
4. ApprwNloee and Trakaee (Prograree of to UAL DOL) and
1pere:
L Apprerdow-
(1) ApprerAas all be Pern*red to work at loss tan the
PM 11 no for hen work OW F On 'Id When May are en FIR)
ed
Of 8 REOUIRM SY 23 M 693.102 —
pranuert fo and k *rWhoy M*W od in a bona Ada appwrrlosship
Prcg►ea 1910 d with tN DM En!; yn and Tra
aPPantcaSiP 8hreau rsoogrisWd by theblr 0 Bunmmu, or N a I" , n is
employed N dWlsr 00 days d probationary am w
pioynt es an
y M"1101 in With an apOrendoNlrP poW& a. who Is not Nndvldualy
aaglsMwd N to Program. but 1*0 has been P by the Burwu d
AppnrWasainb and TraNWp
or a Sfats "Wenilm" agency Wme
aPPr fo be 0100 for proballorwy ernpWonent as an
(2) The aww" ratio of appwwioes fo JourrreymW,*m
.nhpioyas m the Job of in ay rah deseMoatim Shall not be gnwr
han
t the halo 1 ' 18 b tN mm Wier as b the Onlw work force
under the w0 Pwgrsar. Any eanpbyes Wed on a payrol at an
Opmemdom - few who stabd oboe, IW be Paid not I w or aheew w W P Il as
In t he wage dMwminalm for the 0 Of work actually
F a in In adultlah, any appreNI I PerlarnYp work on the Job elW b
excess d to rate peeiaad hrhdr the reglslNad Pragrrn Mal be paid
rat less than the sppk" wage wls on the wage dWbadnslan for to
work aotwly 0 innad Where on
a cbacfor or subcontractor b
perlormkp oorhesuoloar an a Pf*d M a WORW WW than Met In whidh
No Prow m N rapMtrad, the ratios and wage rata (expressed in
peoaaaga d ON )ournsymnar♦ievep hourly suss) apeoNed In the
eorawc'm r subomVWW% wgbtsrad Program viol he observed.
(3) Every ppaentoe must be Paid at not ba than the rat.
spedled N to npieMwd program for t e apprensceb i" d pmorsm
O rea as a p NONOP of the Jormoyraan ieaaep Ihpury who psORled
in the sppiia" WMP bandit in #0 provisions d Me al p; & 8 1 I
OAXWakra west be Pe a b�MhNna�lead
wage dsbm*Wm for 00 VOW" an ths
for ft IN delm that a ditmi I- P
Pwv h fa the apploabb p; "'1 dessMcatlon, frNpa doll be paid
In a000tdrae vA that debmWnden.
(4) In to evert the Bureau of Apprerlosship and Training.
r a Slag apprwftmft agency mwpdsed by the BureNy wWthukrawra
T ape► be pear b idle Me Contractor r suboontraaor
aPPSbaS+la PradebnrWed ale for the aPpraahaoa at ba than *s
wpw empfoyees mid an mosplams P owum b approved by
b. Tn***L-
(1) Except as Provided in 29 CFR x.10. trakhses rail not be
PWWAbd fo work at Was than to predetermined wa for the work
pw%nred unless they we eepbyed prrNaau to and Nnddd
gram udy
epbtared in a pro Which ha ecolved prior approval. ev by
Willicallon A dminirt by the DOL. Fanpbywrew and TrairWp
the Job At shall rat b the plan
by to Employment and Training; Administration, Any a ooyes loped on
the PWd at A taakuse tale who is not , gistewd and pw**W ag in a
SwNrnO
an 4 Owd by the Employment and Tmkft Ad *dwakn
Nod he paid not Ion than the pOk*b* wage rats an the wage
d"Vk Wah for t o Nassilosdon d walk Sam* prfamed. h
any trainee Pb'%N* PamM d inch p work on the J* aiM In excess of the
wage rate on P mwn mk be paid not Nag than
the applim" WaaOa dlMmrirWlon for the wank aawyr
perforated
M Every bakes mart be paid at not Was than to rat
padre In " approved plopm. for hiaihsr WvN of prugrep,
aaagrened all a PNwnhge of to )aarsyma 4" hourly orb $p"ad
in the appla" wags dOum bbaftm T shall be paid *W"
therhslls N accordance WM to provisions d the rakes propren tt to
be d �a no nwwcn kNpa brmlls, rairoa 00 be paid
kings I Q an to wags determination arias
the Aednisraw Of to wags and Poor MvWm da mhkw that *vie it
es iv Program assocWWd with to oorwaporharp
he irm r he wwga deWrni sdon wfidh PaovWes
urines S few" the arcs �' " a which Case Nadu
kirhpe bsaheMs es app aereloee.
(4) In to evert fit Empbynent and TwNWp Adm4istration
WitlhCh "Mm of a raining propran, to eoaraofor or
She appko& ppr estN�nins 1f i w O* vwbnr a urrS an
accept"; , 0aamh b approved.
a FMlpaea;
Sys will be Pwn*W b wok on a Prolsc RIM helper
dassilwtlm b pedNd and dattned an the appleabb wage dstwwjm-
lion r f
N approved phreuanp b to cwrorwnoe procedure eat bit in
8edm Z Any whorish Isled
an a payroll at a helper wage raw who is
not a Meer urde a Vpced dNyrift Shell be paid not lea Man to
applicable wage woe on *e wage delwrMallon for the obssilcelen of
work sanely prbmod.
S. AWarMba and Tmkwe MMWWas of the U.S. DOTk
�0 K which have
bow o�ir0byby Secretary d
T as prwolNrp EEO N connection wM Fodeai aid
Mplwwy conanwtlan Procure w not NNW to tin requlwmwm of
Paragraph 4 of this Seodon N. The atraipla *ft fairly agape raw for
appwrWoeW are traNheas under
such proprama M be established by the
pwkul r pmwbv* The ratio d - Fl Wes and raNws to Jourrepmwh
*A not be firaam than permitted by to forms of to pwftulr
plog►«fr
0. WMAhddlnp:
The SPA shall upon its own action or upon written request at an
Mdm t W wpwaata 40 of to DOL wftihokl, or war fo be win
11 m She cautrackr Of ML6000800r I - this AgreeinNa or any otter
FedwW carer" whh t a esrhe PAmo COO araotor r any otter
Federally
Which b held by this me prNhe MUM d th accrued
Paymerb Of *Ahfwwm r may be considered neemeary fo pay 46OWS
a 1 Mwkniw epFr -, e. trebe.e. and helpers, emPbye
by the coninicior
r d
any sL600r bacW the kA amours d wages req
by the coraraa in the arrant d Idme 10 pay any laborer or medwk
including apI nloa. trakft. r helper. rbW r waddng an to ci #0 w ck 81 Or Part Of to wages re44 by to marad, to
SPA o0nr0 re dlba way. saw he raga b tm aontraoaor, take
such actor as rmy be necessary to case tlo suspension d any dotty
P NMVN , r guareaa of fardW LMN such violations haw
closed
7.Overtrae RequlnmhMp;
No conlraclor or Na00arbadot oonka*V for any Part of to
contras work which may roquire at kw Wm the s npbyment d bboww,
nasdwice, weldhmen, Of waft (khdu ft APPMAIoa, k sinew and
doIII daeoribad N ParagrWe 4 and 5 above) dmd squire or pa "M
any laborer, medstrk wafl:ham or gush In any wo*wsk i which
f Wahe N rnplc)ed on such work b work In en as of 40 ban h such
wakwesk urea Mad► Weber, MIChIl c, welcMen, or guard melm
oapeeatim at a wW not Ian tun oraa 6orhafeR lines NWAhr
Of Pay for ON hors waked in Naas d 40 hours In such
woo
� � a� UquidW cant at Damages: Nr Ow c of ray In paragraph 7 AoM any submarecier waponelie be MW ro and
the aAeseyd
arnployee 10f
�Mnaaor shall beiahN � n $No* on ft m d k
dam under comsat for the DNlriat d Cokwft r a Mnyay. W with
Dbslct or b such tsnribry) for kgddobd damages. Such kiUld led
dorm" shell be cormpaaed with respect to arch NhdvAM bbarWr,
rhecha ic, wmkMwk Of Prod enpbyod In violalon d the dace sat
forth in perapaph 7. in to en of $to for each ceierhft day an which
rich employee was wgtiaad Or F heed to work in amossa d to
standard work week of 40 hen wWmA paynow d the ovu*" wag e
wgaiwd by lhe dam tat for* In pragraPh 7.
a. With ldWe fr U V W W Wages, and U*dd*W Deaaass:
The SHA shall upon au wpr««harw I* DOOL wMM+o 4 h rCOM to be hwWw
a as b SUI)CO"InNO r Under d work Perlr r a by the
Fedrai aaontract W the s ame � suds comb er he any clue
_ prNrh corar a clor, r any other Fedraly
8lwdrds Ad, which W heW me irk * a d and Sa1
se may be draw Wed to be ne necessary 10 the sa PaNaa caU , such suet
uorbactor or waboontraofor for WOW w,so a 4ddele dama m
Provided in to daces eat fat In pragrph a above.
4of8
REWIRED BY 23 CFR 833.102 -
i
V. STATIn,11 M AND PAYROLLS
W*" b w FsdNW4M corrauClOn contracts Gmeo rg $2.000
and b w nalMed w600ntraga, sa00W for p" locabd on roadways
aatwisd n 10001 roads or and cobclom which are aramPL)
" 'PNWWl wlh CVPPbW P4WdMlone (20 CFR $);
Seaway d Labor which an�heivii I' MO o m IN bd aletee M a dw
norporaNd by reisrwhoh.
2. Pap sis and Payrel 1lsoord
makesknd �oon4-COr and eubOOr color durinq CowM
d Ow woAt and pneerwd for a POW a S yeas from to dew a t
oompMlah
of Me a0eaad for w Mborwa, mechsace, apptwooK
traknn, waldnrsn. helpers, and a mnis wod ft at the aw of the work.
b. The payrw records ahw aor IM " nsnr, so" aapully
numbs. and a" d each auCh WMACYOK. his of Ave aonect
oMaEOworo hourly raw d wh» On geld An* d% wMs of 00nMbadom
a Coat andoijhaNd for Dana $da *wW ih t - or Cash epivskm
Mend Mw type dehcrlrsd b Seclon l(bXIM of Nn Davis Bacon
Aot); dory and wnkiy merba of hours wa dsduollcm made: and
WWM VMIM Patel. b ad Ill - for Appalachian oorhermola. tM psyrol
goads shall P ntel a notalon khdi00Mnh0 whsdw Mn anplayas don.
Or A. d006 n in
NOL nwnm in the Won am as d - in ADachnom
IV. PnaOaph 2b, has touts Om #0 a Labor, p o o b Sectiorh
bauds ft amorw d any Coati "nor * N p�
benwis Cndar a plan or p opnm d"O"d In it & l(b)Mp) of Me
Davis Bacon AcL the oonNaobr end each wbocrAradw shw mak IW
records which ahow Mss ft wanYlnw9 b pevW such bwn/N is
w CIPOSS M, OW Me plan or papram M *WlCMlY mWWWbl #W the
Wan w pro0ran hn barn owm ur*mWd b wrlln0 b MN Ia , or
" a1No and show Mhe COOK ar**aod or MO aom coat
bared b preddrrp benhdis Conbaclon a suboolewca m emplo ft
OP M*W a ' I s urtdw approved propraata ahw rmklain a l"
evidwh00 of Mhe re0istallon d 81 1 and babsaa, and moos and
WaVO nor I o t b Mn epplo" pre0ram.
L Each conwmic and wboorh&=W ehw kW"K each wank In
which any aahaaa WO& M Pwlamea b Me " ras W* w a
Psyrd d wa0a paid each d IN MM"as PYdudnp W"Woea.
trims., and theOF visa" I M SaalR W. Pwapraphe 4 and S. and
watclemn and Ouards weapd an work OAM she pomd% waddy
P" PWW4. TM bn
PWd stltNd 00 ON out $*MO * and
CWFON y w d Mn kdmn@ Mn ngsind to be mabtewhed undw
ParaOr+rP d MM Sealohh V. This ktbnrhalon may
be eubailNd In
WW fora dhsktd Cplional Fam WN30 is awtMbM for this p nine
a OMMI =4.1). UAL a OMM.
VA"*Wm o D o pip Parch � Ma a for Me
a Each PWd Abvilled Ad be aco=Wwiad by a 'SWwnsm
Of Cwrp/ah00; Upend by his Contractor Or avow baaor or hk*w
acorn vets pis or NOWAm Ow payment a " peraar employed
ur+lw the contract and shall osrlty to iwowkp:
(1) MOK M0 PWd for the P" M pw lod ooaNirr Ow
SOWN VV OW such WoornWio is oared aM oar 2b a this
M Mw such 'it m or medm* (Including each hexer,
sp w dm and taw") anployed on Me wtaot dt+bp " parw
PwW has been paid to kit wo" w09 ernted, wWWA nbab,
MW mealy Cr kdkecly. and MOK no Cadmlom have boon made
either draft or kdYady tom Mn ful wagm earth.. oMw Man
Pw"dwft dw hrolar a. aOK IM M in 00 Regulelona, 20 CFR S;
Mrs apPMoahl waale rwe and ar msd for ben Paid not less ow
tkga barr/1t w cash apivalwht for tM
detww*Wm aled�kdo ft ooMh in M. apoMCab+e r+oa
e. TM waft wbnwabn Of a PAY naaA$d owwicoon eat
taeh On Mn rwwae earl. Of Opk W Form WN347 dW ad* Me
requirarml for subaithion d tln "SMOR nt d Caaplaha• rs**W
by Paragraph 2d of this Seclon V.
L TM %Wkmlm Of any d Me above arMonlaw may $%
IM oonaacbr b dd or cdmhW prceeaWen ,ra 1S U. &C. tOD1 and
31 U.S.C. 231.
0. The oonbam or auboonaracbr ow make MO records
re $*W indar P wNraPh 2b of this Seclon v WMM W for khspecicn,
�o and fqw* ran al Ms SNIP Me
wrpfoyen *AN w011* hmm an do Job w " �� a
sutocrItISCAW his to A IM the nghuked records or b make own
awiMbis, On MK the FNWA, the DOL. or w may, afMr wrift nodca
b the cor*solor, sponsor, - I- - L ar o>I m take such ackre n wey
a OU NWOO y k" t o �1efan d any t Wr r pon ksm adrerhCO.
^words upon nghueOK orb rsowris aahablO maybe a>�
for debamMnl actlonh P AsuW4 b 29 CFR 6.12.
vL RECDRD OF MATERIALS, fppPLIE% AND LABOR
1. On w Feftml- ld oo *So on the N- WOhway Sygern.
.rises 111000 which PMVW soisly for the InMwwan of probowo
devices at raI ad grade pwwr0s. Mon which ae owwbv*d an a
force a000urd or dkM MW baits, highway bewdlawfon eonpaft and
OW&MN for which Me sow *W 000' kuc60n and for noway and
brldpe M ten Mae $1 000 000 03 CFR SM the aonlraaW Md.
IL asoonhe twwbr with the IOK a gwft ma w is and
wpiiMs oceftried M Fam FMNA-47, 'BWwawA' d Liaiwift and
Labor Used by Contactor d moo" CONkuckn khvavbp Federal
Fisch.' prior to the comammorA +t d wm* tmdsr this AW*WrW .
b. WkAab a road d to btal COOK a ON maw,* and
•WI*06 pm for a n d Irrawpo we in - ft waft, and also of the
• . a� to wft shown on Form FNW/M4. �7 w IMed on Form FHWA
a FwrAsk Lpm tlN ownpistlon of In o *4M b MO SM
het 4 8 erpbhar an Farm FFMA-47 b9 0 wish b dw rptired In
Paragraph lb move b mwwiW and supple., a &W Mbor swmnmry d
e arl ca . wo* kddamft Mn WW noun an
workW d she total A
WO
2. Al t p ine Conbaolofe oplorti OMw a sk O* neat cW Wft w
contract work or sepena
for
subcontract sim e1 Me o0rrraolor and for each
VIL MMLETTMIti OR ASSItM M THE CONTRACT
1. The e0ntacW shw F fOrm with is own oWdumon comsat
work not IM In Me d & un&V 10 all M 30 Paratra (a a a m Oa anon M
esdudnp any OPwrty dasIOrtaMd by to SW*. 4odoWl it
may be pwlorrmd by aubao rarm and the gnaw ci any auah *ad*
iNmh performed may be d mMW Dom Me WW WOW WOW Mice
before oomprrlin0 the anaaA of wok nq*w b be pwbmwd by Me
00ntsctWs own 009whisaYwh (2s CFR SM.
worlwn wnaioyed d may M the Mme o a a
OQWPmwrt owned or rased by Iw prkm =*Oct r, wish w wM W
OPwatas Such tam Coat not Inhokude errhployeee a agWpmwy d a
644WOOCIM, moo "% or a"m of the PAM conarme w.
b. 'SpwMMy Menu' MW to oonMnned to be IntiNd b work
c
OW I
MOO Ni in WW
eupectsd b bid an Mn contact n a whoit and in iyarharal in b b
wr
IN b mbw om whwhtt d In overw Cwutsct
2. 7110 contact amount upon which Mhe nquMtmtnb wK bM in
POnpraph 1 of Sectlm Vu in oanprled IrCkWn tint cost of rmww and
"n"Oksed Products which an to be prsdvwW or prodAw by the
cwhador under do ooabact pmbions.
3. TM corarador Ohw Itmish (a) a oarpelwS supwk*WO*M or
*Vwviw Oft is pwfonnam of "wak naao sortie w O
h Ow m n I iwatiramemAL
and is In chm" d w "Wucgm aPsralorhs (NewdNn of who
$ In 11 Ise wwp and (b) such com of he own wpftoorW
a
aorta* is a ec swbo amass) n #0 pwbrrnwm d b=*a& necessary b asap Ir
4. No p 9 " o f do Owhtmot d" b sublet. MGVW a odWMM
5018
REQUIRED BY 23 CFR 893.10¢ —
oo f 0d wA M0 oh wM► lM wdgn, r, - d 1110 SHA Oon aft
not be o b corn" vAm *An #j
a em W
kdmm tot d gel rklen =O WN VA be or OM
It oor"Im M provWaw and � W' "andthtl
aerhlraat. P*M
VIL SAFETY. ACCDENT PREVENT"
1. N gel Pwbnawae d Ode Aptownot gel Oonbaar and
we d sammims rem auft and low lows ponmkp aUh,
hMk and melelton 03 OR M The CwhagcOW dell ppW d
sale0hrwdt. saber darlo0a and prdeaOw aqulptthwt and leke any cow nesdW sclorM M k dnenskhea. W a ft SHA oorI mlMhp coat ahoy
detamdrM, to be m#AwMby neoaee" a 1 po Ina lee and hmMh of
In oomsa0oa wave �Pwtwaw� gw► work oo a by0mcc
2. k k a awdkn d gds AOnwt nwo. and shd be made a Cwhdltbn at
each $00mbatt, which the ameraoW wars ab Pwwrwht to gds
AOnwnwht, gel lM axabactor and why aupoo *u w shelf not Wndt
MY w0cya. In pMom w" d tee cwhbwx, b work In amvvAjlnpa W
WMw OOWrM which WO WWvftY, ha:ardws or darhpmw a
h sarxltt*t *qaj dommir4d WdW OwWucgm welly and
In aO , m dYha �SaclOrh 11007Md PWWOMd On mj� 1 Ssafty and 8 q
St•rdwda Act p 0 U.S.C. 334
3. Pwwot a 29 CFR 19MA It Is a cordgon of this Alpowns t to
oa Seanhry of Labor W widodnad npna *WA gMtoof, shay haw
rlWt of entry 10 any alls of conbaet pwl mwm to' m F m W kwe
OM n"ff el MMOW" w " OWNIMMOon ad* and heft
d Conbad a Maas and d VW Wdw Seaton 107
Sa1dY Sardw* Ad (40 U.S.C. 334
DL FALSE STATEMENTS OONCBINM HIO MtAY PROJECTS
In m W o anrr No q m ft and *arable oon*uclan N Ib
with OPF*vsd plans and speaMoa9om and a Nph deprre d mUft an
at lsnhsrhb and rsprssertaOwM mrW by arhpkawa, corhbaeft rs, sup*
OM and wmksm an Feft 4W No" v It k "W" that d
POMM Concerned wMh gel prat p 1 V%* Andlom a awe*,
txmft f *. and hortoo ft a pOmde. WMU fabMCM10% d W
i s I
d kw. TO POWN ft miwndw� raOsalrlp gel
•wbuw and eN da r sale 00 nagor dell be
S MM d tM I a 4 On each FWwal aid Now" POW t23 CFA SM is om o
mesa plaoM whet k is Melly avWble a an "Mm oonowrMd wIN
"Pr* t:
NOTICE TO ALL PERSQINM ENOAGM ON pEDLvAL, AD
NkMAY PROrEM
t9 U.S.C. 1020 tools a blows:
'Of Of W� an OAkw. Av&% a wrpbya d lea UrMsd &sow
A( M a Wy' 06 "w. a vrsa%m adalt e,
i *q a ACM MW is b NO C A or
mm dW -the Ot or m*yof or
wont PwA~ or to be parfam A or the CM go i a
No vW "a"m oh+pta % mgo0, Wocassoft m'anR or OWN W
fm a nAaadPlgisOt aubnnMArol Jbr b or
or kAW dj*v wwiM RIM aaYnwrL hIM n�PtoOwMaOor6
a Ood O/ why wodr pWft~W� p Ae O1lalaelM, qurlp% gaarrwy,
Or a ba A&7*w in ""
wAlr a r irpla as
^tWbp gw,7gp mwdbytha omwya pp mam
kwA V6 , ah@A &W Ants satASnW or ACM
nlwMwdaAwi as a maudef Arot b &W sammo t Os+Daarh a rgoort
audhrdlro►prasurnl b pnn4Yrtr ot'she FidMa►.afd AbarAr AIcI approved
.AID 1, 1919, (30 Nat 3M. ae saMndnd and Mel
&W be Aped na ban OW PA WO a kr prkwtod nos nme Am b
yersorb0th.•
X. IMPLEMENTATION OF CLEW AIR ACT AND FEDERAL
WATER POLLUTION OON1110L ACT
(AMIlsbb a all FodwrMaM owwriclion corwam and a d tolaad
subo0 *wu of 9100,000 of Carr.)
By whbmkdwh d mk bid W the exeoWm c Oft A900MO t, or
w a WMIP al b, OM Wddw, Federal-all OwWW g n
ftwo d a blows: aPpopdMa, wM be dMrrnW b haw
1. That any ko ft "M is Or will be uWWW in OM pdom m t Eels
AOrverim , MIGN such conbaat k exwap wdW OM Clan All Act, a
amwdW (42 U.S.C. 1967 E AW a amwd 4 by rub.L. 91-9W4X and
wdw tha Fe" Watw PW 0n Cor" Ad, a -modal p3 U.S.C.
1261 g( MIX. a M WW by Pub L. 9241W0 Exaaalw OWr 11736,
and MS**na Oh le0eeWn"M #WMd (40 CFR 16) le not 11414 an
OM dab of oonbac sword, an aim uE Erwbmi,.W Proaallos
A"><Y (EPA) UM d VloWirp Fecam pwsuat b 40 CFR 16.20.
2 That OM onto g 110 Comply std M do In oornplwae with d tha
"O"Mneo d SOWM 114 d gel Cksn Air Amt and B$Cllon 30g d gel
Fedwal Waar POWOM Control Ac and d mph gbm and puidskMs
Ided tma ndw.
3. That gel km dad pompOY noely to SHA of to 0000 of any
0omnriadm bum " Dkaaar, Ogles of Faft AC Mdit EPA,
Owha MOn b be�lmd OW b at an OM EPA L Vlola*q FFooMOse. is,. ha>•r
4. That OM Mm aprem b kthdo or owM a be kekrded #0
Of
Pea gwwgn 4 Of gds Seadon X in whey
QWW WAN may dred a a Meese ar�kh such 910
XL ClIU FiCM10N REOAIbl10 DESIIRtlENT, SUSPE ON,
NEL MI LITY AND VOLUNTARY EXCLUSION
1. imbuodom 1W Ow Nomdan - PftWY COrsnd Tmn=M
(ARMCO le b all Fedwal.aM OWWVA a . 49 CFR 29)
a. SY av*h0 and A&nmv gds popaal, tha wo psomra
prim" pwddpwt N PrOhhtdn0 gel OwtklMlon sat Out below.
b. The knhlky of a pwmm a WWWO gel cog adm Mt out
below will not rnosemly tow In dMW al pwgoipa N oft Oowr
why It CannOl pwrkb Iha aAEagon eel Out bebw. The owglOdon W
e xplarMAOn will be CorriewW In OonMollon wily gel dopwbhwt W
MOSIX" dslermkegm whWw b ~ kt0 Oda barMaagon NWAaw
lekar d gel PrOWWWr WW*rY P *kW% a 1Wnkh a MN0a00n W
t n 43plansom OW d qudly want a perum from pe goombn in mk
a The CwNedw in Oda dews k a amee" mpmwNdwn o f
Iaat upon welch toMnoos wa Placed when to daPwtnwt W may
ddomkW b ante Ilea Ohl Mumcbm E k k low M Na I that gel
M"MftL 1 " ' 110 L arlh9l0n 10 COW � mallable a OM Fedwal
O"Tanwt, go dWWW40 W apwhay may arnhkwe gels 1rarMacgon
for Cause d ddauk.
d The wrkarh rho lCe b p%dva PrMhwY Potllpwt MW provide kraardab
d@pW%rmt W apohq t o ft pspoal k
arNaaOorh w u►wwoua w�hOO wDnh� at petaiiant lowns ow be
ha become Onarimm
by room of dWvW Cim mhwwaM.
s. The term cw#WW kwago n,• Vd wtA• •au@PwdA,
"kMMpotty' lower des WWW WWWW"h,' vatgopant,• vwawv
vft" WVWW l" Madon,• 'Phkdpd,• 'proposal,• wd •
Oxduft' M WW In tots dorms. haw OM XMISOM pa mt but In gel
Wnklms d "oft* d rul" MpWnw*q Eamon
P ahr wJftd dthPw ob t w a"" b wale thla
. OblekYnp • aPY d OhOea
L The pmep "p "WY md*wht - 0► - by submIm 6 Ods
pwmd ONK OW M OM Proposed *WNW WWWO lkn be I kft
k elhd rat knowkhWy entw Ina"mm — OW oowtW ba nMOtlon with a
•xW+ded kom pwwodps m in gmle CojMW bweadoq urtea
Audmind by 90 dsp&V Mnt or aqw" grAwi^0 kto thk OW64Ciwh.
0• The PMWWvw PAmwY pMldpwt lkwow scram by
uAxhdpirp gds pOpaal Oho k will k"aft gel datMe Oged T WIlgay On
Tw PwAdod M fw dap W qW"
6018
REQUIRED BY 23 CFR 639.102 --
i
ordering kdo ft covwed Vareacron, without rrxodlNceon in d lower
der WJWW bar acdons and in M eoldtalons br lower for covered
Warracltorns.
OarflfeSAW ol PMWOW a parrdpent in a lower for for ow wee
Waralaollon OW la not debarred, aNpandK WOW or vokadwfy
exckW$d Vern the covered Vansuft% urAee k knows fit rim
OtllillOallan Is enormous. A pwfdpwt may decide ft mNfhod and
frequmoy by which It detawnes so elipkiky d Its I ndpW. Each
parkipnd may. but is not nw#*W b, d" the ronVowsrnani
porfon d Mu %10 d f+ertlem Excluded Pram Federal Pnoa emort «
hlornpot - INI A Programs' Ploo oomme t List) which Is o ONed
by fre General 8av10ea Administration.
L Wing DoremI in to foregoing and be owalmod to m*ft
.w4ianant of a sysum d reoods In onler a rondo In good alit ft
owWFWAn ro**W by fob dass The knowledge and Wkarand n of
a apnxbM Paaon i n by
n o Ordinary averse deak
} Except for treriacdons a thcriaed under paragraph f of Thee
inabuodoro, N a parfdpwu in a covered tarradon knowkipy efdere
Wnlo a IoWSr for covered Vanadorn with a pareon who b Kepwde4
daI m . No"' or vokmtwgy excluded mom 1 kk atlon In this
Wonsec7on, in add6m to sow remhorfss eveftle to hire Facialal
GOMMnwA, fnm dmparWwl a agw10y mar Ienlnm WS fob tranacfion
for awe or d*b AL
CWWW"oa Regerdrhg Debwawd, Snrepmn 104 i efgbf6ty end
V*A" ExaM»bn -iriaary Covered Ttaaaacilons
I. The proapectlw Patter PadCpare eerlNas fo foe bed d ke
kn *Maedpe and b". to N and Its pri nods:
L M rat PGM* debarred, arpaided, pnopomed for
dsbwmeet, dedwd " No or vokwft* eadhdW Mons covered
MeaDYDns by any Fads department or agancy;
b. Have not within a &yew period preoeanng ft pmpo W been
oonvkMd d or had a dvN f l tment renldenad 40111 ft own for
oormaalon
at tad or a 01 6 1 aMaere in carmsclon with at' I fog,
atannptlng to obtain, or psrlorn I a public (Fedend, Slsa or lood)
twaoMan of oonlred ewer a public vwnssc n; vWafon of Faderd or
stem WIIVUet d awe of oonnxnn I Ins of embankmen, took brgar.
bilboy 11 111P - A or destruction of neoonis malting ale sealmnwAe,
«noelvkq efolen property;
a M nd p vsw* indicted for or orienras aWnMneNy or duly
dwged by a gavemmental en*y (Fedsral. Seta or kow4 vrkh
, , , "-moon d " o f" 's ontsma dad in paragraph 1b d foie
owmealwrr and
CL Hers nW WWM a 3-yew period preoedrnp this
h d one e or «mocre public tanasal ore (Feder Stase
di iddal) 2 Whwe the pmepedve pdn" pwtidpla t is nawbis fo owly to
am dear 01 go i*W aron 10 Mis mitre v t
im+
2. iWnralase nor Cwflaatlon - Lower Tar Covered Tranata
tome:
(ApOk" a d abaoreracK pumhaaa oniwe and other lower ter
Van diCM of 626, Of more - w CFA 29)
a. By soft and wbm filling rife proposal, to proepeothra lower
far IS proudrn0 tin aANDatlon met out below.
b. The owlNOwbn In this dam is a mabAai rwasontaron of
fad upon which telance was paced when rib sunsedon was erAered
info. N k Is low dMormArod 1W to proeF , A lower ter parldpars
knowingly y' #1 an emDnsols oaraces , In addfon to ofw
renTedlem avekable to foe Fsft Qovemenord. Mw Oepantnwd. or
agwoy oaf+ which ft aatmadon odonwd mar purees aysNsble
rer e indtrdnp arepernelon andAW dsbarmwd
a The prcaP.cwa beer for partioipwd OW Pwvtde INOWN tla
wdlMn rnda to rie pence b which #4 p+oposal is submwd ! hey
erronWA by mu c tint Nis oartlNoalon oat
d. The tw" - OWW d tarneadal, %%bwre4 'arepw -
Wgae.' 'prfowr covered u naaolwt,• VarflotpwnL' "perec %l
* Pdn*W, *pvposd.' and *vow"* erokrde4' ae used in fhb dews,
haw the meadnps so out i ft DWWMWW and Coverage ethane d
rules Wnnplwnare4p Eoea+fve Order 125af. You mar conaaW rim pe►eon
n Ili aubmMMd for atabgnoe in obialning a Dopy d
AL The prompecliva lower far parliclpant agraas by wbniIiinp ft
proposal Iho. should fho proposed covered twnecdon to elAlred lib.
it shall not knowingly ender info any lower tier covered taftwoon► VA a
pwsan w ho Is dd-r44 K"i"wi, declared aaNSW «vdnft*
aulwtM ds l a ao covered which " lon4 uraese
o k w - spongy wit which MAe Vmrnssdon
L The prospedw lower tier parkdperd kWw agreae by
mubrNOlp thin propaal rim k wE WwAnrde this carne tNad'Carlkaafon
Covered T out 0 r morw or4 M hyne, lla
covered Vane llons and in all mcidtaticnr for lower tier covered
Varnescforne.
g. A per114 in a ovared werenclion may r* upon a
"IF Big o f a proepeowe perlloip -, In a lower tier covered
trar eadon to Is not dsbarfod, wrepwwed. WhmNpba, Of vokrdry
aackdsd tom Mw wvmd tweediorh, «Aee it knows riot MN
oarllcallo Is anonmow. A pan /oipsrd mar decide tre mefod and
*W#W" by which detarndnres go eligibility of its pr4o11: Each
Dw PanA may. but Is not foghied to. dwk to Non proaramenl Lis.
I'L NDIhk oontalr0 in the foregong pork be owsirued b
ra4nr►ra asabliahmm Of a syawr► Of ANXds In order b fonder in good
aiMn the OWNC W spored by rim done. The krawbdge and
IN10mu an d parkiperd b not rmq W b aooad Mot which b nmmndy
f?ained br a Ixuderd PWW in Moe ordinary comes d buWrms
L Except for tarassaWns suemind under paragraph • d Moe
Inal ucifors. N a pwildpant In • oovefod tansadon knowingly adore
hu a lower for covasd tarradon WNh a person MAo It anpandad,
dsbwra4 1 00' or vdwdwlly excluded Iron prkoldion in ft
tanead % N adoon b cow rwnrere - ovNaba to rip Fedsrel
QW4"u nerd, to 1 0 1 hnwd or 49NW Mari which fob Vanawon
mgrmar pnrsrre available renne11 la"Ading suopo nsbn WWW
debamurt
Cerfllaucn Iag.rrMnxg Debwarerd, snreperralorx, inekgNSNky and
Vdurdary Exdudor►.Lewer Tier Covered Tranaaadwa :
1. The p ow"ve borer for Wocbwd cerffes. by abala ion of
Mob prop" Met rolfw It nor Its pdrncods is prepo nfy debamd.
arPWxbck proposed for dam nno dedued Inallois. «volmo*
andnrdmd from pwtloipsfon In fob taraWbn by arty Federal
depatnwd or spotty.
2. Where fn WV,*,* lower ter p plico i is unable to W* b
any of ft atatam era N Oft omrWesdon, such pmapectkre paAbipwd
shd aamdn an aograrsdon tD fls p vpmW.
NIL CEIITt %CATION REOMDNKa LOW OF CONTRACT ItNDS OR
LOUVrW
(Applicable In at Federal -did oonsbuelen contrasts and fo as relwd
subconuacb which *scesd $100,000 - sf CFR 2D)
1. The Woq— pw*l"m asr III ee. by along and subn*ft oft
bid or proposo. fo ft beet of his or her WOWWdpe and bend, riot
on �
�appm~ kinds have been Paid «wi bar Paid,
by attemhpdrng to 4nfuwhoe an d a w any Parton for s oWhg «
kawnbar d Congress, an olfoor aanployma a any Federal aps n
annployee d 6 Member a C mgraes in a with the awwdnp d
7018
RKOUIRED BY 23 CFR 639.102 --
f
W y Fa� bM ft mor 0 +n�o a F'° ora�c ar a
an ooapwa M 40100M Wt. and
Fadwd 2 for mod Mlalan a any
b. M any km ft anw Man Fadwal app O~ Aardt hm bowl
Paid or wM be paid b any pow for
k9k w an a0ow ar �>M a wry F dim saw y « . a� M�Mnar a
w
Cargm, an aNlow w wnptaysa a cw,phaa, or an WROW as a a
11 Ibw Of Ccngmu N owrtwion wMr Mia FWwd aorwaa. pram.
I" ftnd&V W„ w � ahal oom aril
s000rdw" wMh b kwuuwwy, t LobylnO • in
BOfa
2 This owdA=km it a NU MM rtpruwrto a loot upon aArdt
8tbrtrladwr aMit p�9Ay br mMor�
�. . W WWAIOn WOM* aa w31 b ; kel 13 any pw,on al cps a
Man $10. and not arcs Man $1 OkM OW OOM each bra not b"
3. The W PrOPM l a M t dW ro*ft by #0 knpwp d 0dt
owrNos N be kmkxbd M aR kww dw abowwaM, whtdr *wood
$IOOXO and Mat of such odplwat a GO* and dstbN
samdrpy
REQIARED BY 29 CFR 833.102 -
37. EXHIBIT J — FEDERAL REQUIREMENTS
Federal laws and regulations that may be applicable to the Work include:
A. Uniform Administrative Requirements for Agreements and Cooperative Agreements to
State and Local Governments (Common Rule)
The "Uniform Administrative Requirements for Agreements and Cooperative Agreements to
State and Local Governments (Common Rule), at 49 Code of Federal Regulations, Part 18,
except to the extent that other applicable federal requirements (including the provisions of 23
CFR Parts 172 or 633 or 635) are more specific than provisions of Part 18 and therefore
supersede such Part 18 provisions. The requirements of 49 CFR 18 include, without limitation:
1. the Local Agency /Contractor shall follow applicable procurement procedures, as required by
section 18.36(d);
II. the Local Agency /Contractor shall request and obtain prior CDOT approval of changes to
any subcontracts in the manner, and to the extent required by, applicable provisions of
section 18.30;
Ill. the Local Agency /Contractor shall comply with section 18.37 concerning any sub -
Agreements;
Iv. to expedite any CDOT approval, the Local Agenoy /Contractor's attorney, or other
authorized representative, shall also submit a letter to CDOT certifying Local
Agency /Contractor compliance with section 18.30 change order procedures, and with
18.36(d) procurement procedures, and with 18.37 sub - Agreement procedures, as
applicable;
v, the Local Agency /Contractor shall incorporate the specific contract provisions described In
18.360 (which are also deemed incorporated herein) into any subcontract(s) for such
services as terms and conditions of those subcontracts.
B. Executive Order 11246
Executive Order 11246 of September 24, 1965 entitled •Equal Employment Opportunity," as
amended by Executive Order 11375 of October 13, 1967 and as supplemented in Department
of Labor regulations (41 CFR Chapter 60) (Ali construction contracts awarded in excess of
$10,000 by the Local Agencys and their contractors or sub -the Local Agencys).
C. Copeland "Anti - Kickback" Act
The Copeland "Anti- Kicicbackm Act (18 U.S.C. 874) as supplemented In Department of Labor
regulations (29 CFR Part 3) (All contracts and sub - Agreements for construction or repair).
D. Davis -Bacon Act
The Davis -Bacon Act (40 U.S.C. 276a to a -7) as supplemented by Department of Labor
regulations (29 CFR Part 5) (Construction contracts in excess of $2,000 awarded by the Local
Agencys and sub -the Local Agencys when required by Federal Agreement program legislation.
This act requires that all laborers and mechanics employed by contractors or sub- contractors to
work on construction projects financed by federal assistance must be paid wages not less than
those established for the locality of the project by the Secretary of Labor).
E. Contract Work Hours and Safety Standards Act
Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-
330) as supplemented by Department of Labor regulations (29 CFR Part 5). (Construction
contracts awarded by the Local Agencys and sub -the Local Agencys in excess of $2,000, and in
excess of $2,500 for other contracts which involve the employment of mechanics or laborers).
F. Clear Air Act
Standards, orders, or requirements Issued under section 306 of the Clear Air Act (42 U.S.C.
1857(h), section 508 of the Clean Water Act (33 U.S.C. 1368). Executive Order 11738, and
Environmental Protection Agency regulations (40 CFR Part 15) (contracts, subcontracts, and
sub - Agreements of amounts in excess of $100,000).
G. Energy Policy and Conservation Act
Paps 1 of 3
Mandatory standards and policies relating to energy efficiency which are contained in the state
energy conservation plan Issued in compliance with the Energy Policy and Conservation Act
(Pub. L. 94 -163).
H. OMB Circulars
Office of Management and Budget Circulars A-87, A -21 or A -122, and A -102 or A -110,
whichever is applicable.
1. Hatch Act
The Hatch Act (5 USC 1501 -1508) and Public Law 95-454 Section 4728. These statutes st ate
that federal funds cannot be used for partisan political purposes of any kind by an
organization Involved In the administration of federally- assisted programs. y Person or
J. Nondiscrimination
42 USC 6101 at sea• 42 USC 20004, 29 USC 794, and implementing regulation, 45 C.F.R. Part
80 at, Mg. These acts require that no person shall, on the grounds of race, color, national
origin, age, or handicap, be excluded from participation in or be subjected to discrimination in
any program or activity funded, in whole or part, by federal funds.
K. ADA
The Americans with Disabilities Act (Public Law 101- 336; 42 USC 12101, 1 2102,12111-12117,
12131-12134,12141-12150,12161- 12165,12181-12189,12201-12213 47 USC 225 and 47
USC 611.
1. Uniform Relocation Assistance and Real Property Acquisition Policies Act
The Uniform Relocation Assistance and Real Property Acquisition Policies Act, as amended
(Public Law 91 -646, as amended and Public Law 100 -17, 101 Stat. 246.256). (If the contractor
Is acquiring real property and displacing households or businesses In the Performance of the
Agreement).
M. Drug -Free Workplace Act
The Drug -Free Workplace Act (Public Law 100 -690 Title V, subtitle D, 41 USC 701 et sea)
N. Age Discrimination Act of 1975
The Age Discrimination Act of 1975, 42 U.S.C. Sections 6101 et. sea, and its implementing
regulation, 45 C.F.R. Part 91; Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. 794, as
amended, and implementing regulation 45 C.F.R. Part 84.
0.23 C.F.R. Part 172
23 C.F.R. Part 172, concerning "Administration of Engineering and Design Related Contracts".
P. 23 C.F.R Part 633
23 C.F.R Part 633, concerning "Required Contract Provisions for Federal -Aid Construction
Contracts
0.23 C.F.R. Part 633
23 C.F.R. Part 635, concerning "Construction and Maintenance Provislonso.
R. Title VI of the Civil Rights Act of 1964 and 162(x) of the Federal Aid Highway Act of 1973
Title VI of the Civil Rights Act of 1964 and 162(x) of the Federal Aid Highway Act of 1973. The
requirements for which are shown in the Nondiscrimination Provisions, which are attached
hereto and made a part hereof.
S. Nondiscrimination Provisions:
S. Nondiscrimination Provisions:
In compliance with Title VI of the Civil Rights Act of 1964 and with Section 162(a) of the Federal
Aid Highway Act of 1973, the Contractor, for Itself, Its assignees and successors in interest,
agree as follows:
I. Compliance with Regulations
The Contractor will comply with the Regulations of the Department of Transportation relative
to nondiscrimination in Federally assisted programs of the Department of Transportation
(Tide 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.
Page 2 of 3
II. Nondiscrimination
The Contractor, with regard to the work performed by it after award and prior to completion of
the contract work, will not discriminate on the ground of race, color, sex, mental or physical
handicap or national origin In the selection and retention of Subcontractors, including
procurement of materials and leases of equipment. The Contractor will not participate either
directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations,
including employment practices when the contract covers a program set forth in Appendix C
of the Regulations.
Iii. Solicitations for Subcontracts, Including Procurement of MStedais and Equipment
In all solicitations either by competitive bidding or negotiation made by the Contractor for
work to be performed under a subcontract, including procurement of materials or equipment,
each potential Subcontractor or supplier shall be notified by the Contractor of the
Contractor's obligations under this Agreement and the Regulations relative to
nondiscrimination on the ground of race, color, sex, mental or physical handicap or national
origin.
Iv. Information and Reports
The Contractor will provide all Information and reports required by the Regulations, or orders
and instructions issued pursuant thereto and will permit access to its books, records,
accounts, other sources of information and its facilities as may be determined by the State or
the FHWA to be pertinent to ascertain compliance with such Regulations, orders and
instructions. Where any information required of the Contractor is in the exclusive possession
of another who falls or refuses to furnish this information, the Contractor shall so certify to the
State, or the FHWA as appropriate and shall set forth what efforts have been made to obtain
the information.
v. Sanctions for Noncompliance.
In the event of the Contractors noncompliance with the nondiscrimination provisions of this
Agreement, the State shall impose such contract sanctions as it or the FHWA may determine
to be appropriate, including, but not limited to: a. Withholding of payments to the Contractor
under the contract until the Contractor complies, and/or b. Cancellation, termination or
suspension of the contract, in whole or In part.
T. Incorporation of Provisions122
The Contractor will include the provisions of paragraphs A through F in every subcontract,
including procurement of materials and leases of equipment, unless exempt by the Regulations,
orders, or instructions Issued pursuant thereto. The Contractor will take such action with respect
to any subcontract or procurement as the State or the FHWA may direct as a means of
enforcing such provisions including sanctions for noncompliance; provided, however, that, in the
event the Contractor becomes involved in, or is threatened with, litigation with a Subcontractor
or supplier as a result of such direction, the Contractor may request the State to enter into such
litigation to protect the Interest of the State and in addition, the Contractor may request the
FHWA to enter into such litigation to protect the interests of the United States.
Pape 3 of 3
DEPARTMENT OF TRANSPORTATION
Contracts and Market Analysis Branch
David A. Wells
Contracting 011loer
4201 East Adumi s Avenue, 4 1° Floor West
Denver, Colorado 80222
Telephone: (303) 757 -9480
January 27, 2011
Town of Vail
Chad Salli
Project Engineer
1309 Elkhorn Drive
Vail, CO 81657
IGA Option Letter to Encumber Funds Fully Executed
Subject: Matterhorn BR Replacement Project # BRO M306 -005 (18033)
Option! Routing # 11 HA3 28140 PO# 271001343
Original Contract Routing # 11HA3 25016 1D # 331000375
Dear Chad,
Enclosed please find one fully executed copy of the above referenced Option Letter #1 between
Town of Vail and the Colorado Department of Transportation for the Design and Construction of
the Matterhorn Bridge replacement project.
Federal Funds for Design are now available and encumbered via this Option Letter.
Thank you for your assistance in the execution of this IGA.
Please call me at (303) 757 -9480 if you have any questions or if I can be of further assistance.
Best egards,
0'
David . Wells
Contracting Officer
Cc: Brian Killian CDOT R3
r
OPTION 1 BRO M306-005 (18033)
IGA OPTION LETTER # 1
te:
State Fiscal
Option Letter No. I
CLIN Routing # 11 HA3 28140
I
l 2011
ear: 2011
PO # 271001343
Local Agency Name: TOWN OF VAIL CDOT Vendor #2000003
Project # BRO M306-005 (18033) Matterhorn Bridge Replacement
Original Contract # 11 HA3 25016
A. SUBJECT: Adding Design Phase Funding
The state hereby exercises the Option to add phasing to include Design & Construction per the Section 7
OPTION LETTER MODIFICATION clause of the original basic contract.
B. REQUIRED PROVISIONS
In accordance with the terms of the original IGA Contract # 11 HA3 25016; ID # 331000375 between the
State of Colorado, Department of Transportation and The Town of Vail, the State hereby exercises the option
to add an overlapping phase in FY 2011 that will include the Design Phase to encumber the $118,733.00 in
design funds of Project # BRO M306 -005 (18033), the Matterhorn Bridge Replacement Project.
Total funds for this contract remain unchanged at $118,733.00 as referenced in Exhibit C of the original
contract.
The Contract Encumbrance Amount #1 of Contract I 1 HA3 25016 as contained in the Original Exhibit C is
hereby modified to read $118,733.00.
Exhibit C -1 is attached hereto and incorporated herein by this reference to the original basic contract, and
replaces the original Exhibit C in its entirety.
The total contract value to include all previous amendments, option letters, etc. remains unchanged at
$118,733.00.
The effective date of this Option Letter is the approval date of the State Controller or delegate.
Page 1 of 2
r
OPTION 1 BRO M306 -005 (18033)
APPROVALS:
STATE OF COLORADO:
JOHN W. HICKENLOOPER, GOVERNOR
"fin
FOR THE EXECUTIVE DIRECTOR
COLORADO DEPARTMENT OF TRANSPORTATION
ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER
CRS §2430 -202 requires the State Controller to approve all State Contracts. This Contract 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 Contractor begins performing prior thereto, the State of
Colorado is not obligated to pay Contractor for such performance or for any goods and/or services
provided hereunder.
STATE CONTROLLER
DAVID J. MCDE OTT, CPA
By:
Date:
Issuance date: Controller Signature
Page 2 of 2
e
EXHIBIT C —1 FUNDING PROVISIONS OPTION 1 BRO M306-005 (18033)
The Local Agency has estimated the total cost the Work to be $118,733.00 which is to be funded as
follows:
1 BUDGETED FUNDS
a. Federal Funds
(80'/0 of Participating Costs)
b. Local Agency Matching Funds
(20% of Participating Costs)
d. Local Agency Overmatch
(Including Non - Participating Indirect costs)
$23,747
[TOTAL BUDGETED FUNDS $118.733.0
2 ESTIMATED CDOT - INCURRED COSTS
a. Federal Share
(_ of Participating Costs)
b. Local Agency
Local Agency Share of Participating Costs
Non - Participating Costs
Estimated to be Billed to Local Agency
$0.00
$0.00
I TOTAL ESTIMATED CDOT - IN CURRED COSTS 50.0
13 ESTIMATED PAYMENT TO LOCAL AGENCY
a. Federal Funds Budgeted (la) $94,986.
b. Less Estimated Federal Share of CDOT - Incurred Costs (2a) $0.
TOTAL ESTIMATED PAYMENT TO LOCAL AGENCY 594.986.0
FOR CDOT ENCUMBRANCE PURPOSES
Total Encumbrance Amount * Note — Note —There are
$118,733.00 in Design Phase Funds currently available.
construction funds will be encumbered by Option Letter or
Formal Amendment
Less ROW Acquisition 3111 and/or ROW
Relocation 3109
Net to be encumbered as follows:
wM Element 18033.10.30 Design 13020
WBS Element 18033.20. 10 Cosst 13301
Exhibit C -1 Page 1 of 2
EXHIBIT C —1 FUNDING PROVISIONS OPTION 1 BRO M306 -005 (18433)
B. Matching Funds
The matching ratio for the federal participating funds for this Work is 80% federal -aid funds to 20%
Local Agency funds, it being understood that such ratio applies only to the $118.733.00 that is eligible
for federal participation, it being further understood that all non - participating costs are bome by the
Local Agency at 100 %. If the total participating cost of performance of the Work exceeds
$118,733.00, and additional federal funds are made available for the Work, the Local Agency shall
pay 17.19% of all such costs eligible for federal participation and 100% of all non - participating costs; if
additional federal funds are not made available, the Local Agency shall pay all such excess costs. If
the total participating cost of performance of the Wait is less than $118,733.00, then the amounts of
Local Agency and federal -aid funds will be decreased in accordance with the funding ratio described
herein. The performance of the Work shall be at no cost to the State.
C. Maximum Amount Payable
The maximum amount payable to the Local Agency under this Agreement shall be $94,986.00 (For
CDOT accounting purposes, the federal funds of $94,986.00 and the Local Agency matching funds of
$23,747.00 will be encumbered for a total encumbrance of $118,733.00), unless such amount is
increased by an appropriate written modification to this Agreement executed before any increased
cost is incurred. — * Note There are $118,733.00 In Design Phase Funds currently available.
construction funds will be encumbered by Option Letter or Formal Amendment. It is understood
and agreed by the parties hereto that the total cost of the Work stated hereinbefore is the best
estimate available, based on the design data as approved at the time of execution of this Agreement,
and that such cost is subject to revisions (in accord with the procedure in the previous sentence)
agreeable to the parties prior to bid and award.
D. Single Audit Act Amendment
All state and local government and non -profit organization Sub -The Local Agencys receiving more
than $500,000 from all funding sources defined as federal financial assistance for Single Audit Act
Amendment purposes, shall comply with the audit requirements of OMB Circular A -133 (Audits of
States, Local Governments and Non -Profit Organizations) see also, 49 C.F.R. 18.20 through 18.26.
The Single Audit Act Amendment requirements applicable to Sub -The Local Agencys receiving
federal funds are as follows:
i. Expenditure less than $500,000
If the Sub -The Local Agency expends less than $500,000 in Federal funds (all federal sources, not
Just Highway funds) in its fiscal year then this requirement does not apply.
II. Expenditure exceeding than $500,000- Highway Funds Only
If the Sub -The Local Agency expends more than $500,000 in Federal funds, but only received
federal Highway funds (Catalog of Federal Domestic Assistance, CFDA 20.205) then a program
specific audit shall be performed. This audit will examine the "financial* procedures and processes
for this program area.
iii. Expenditure exceeding than $500,000 - Multiple Funding Sources
If the Sub -The Local Agency expends more than $500,000 in Federal funds, and the Federal funds
are from multiple sources (FTA, HUD, NPS, etc.) then the Single Audit Act applies, which is an
audit on the entire organization/entity.
IV Independent CPA
Single Audit shall only be conducted by an independent CPA, not by an auditor on staff. An audit is
an allowable direct or indirect cost.
Exhibit C -1 Page 2 of 2
CONTRACT AMENDMENT
Amendment #1 Original Contract CMS #11 HA3 26016 CMS # 12 HA3 40720
Pro ect #13R0 M306 -005 (18033) 1 O /L# 33100376
1) PARTIES
This Amendment to the above - referenced Original Contract (hereinafter called the Contract) is
entered into by and between the TOWN OF VAIL, (hereinafter called "The Local Agency"), and the
STATE OF COLORADO (hereinafter called the "State ") acting by and through the Department of
Transportation, (hereinafter called "CDOT ").
2) EFFECTIVE DATE AND ENFORCEABILITY
This Amendment shall not be effective or enforceable until it is approved and signed by the
Colorado State Controller or designee (hereinafter called the "Effective Date "). The State shall not
be liable to pay or reimburse Contractor for any performance hereunder including, but not limited
to, costs or expenses incurred, or be bound by any provision hereof prior to the Effective Date.
3) FACTUAL RECITALS
The Parties entered into the Original Basic Contract #11 HA3 25016, dated December 30, 2010,
to remove and replace the Vail Matterhorn Bridge, which is located within the Town of Vail. The
Design Phase funding in amount of $118,733.00 was encumbered in Exhibit C -1, Option Letter #1
dated January 26, 2011.The parties now desire to add the Construction Phase funds in amount of
$908,767.00, increasing the total contract to a new contract value of $1,027,500.00.
4) CONSIDERATION- COLORADO SPECIAL PROVISIONS
The Parties acknowledge that the mutual promises and covenants contained herein and other
good and valuable consideration are sufficient and adequate to support this Amendment. The
Parties agree to replacing the Colorado Special Provisions with the most recent version (if such
have been updated since the Contract and any modification thereto were effective) as part
consideration for this Amendment. If applicable, such Special Provisions are attached hereto and
incorporated by reference herein.
5) LIMITS OF EFFECT
This Amendment is incorporated by reference into the Contract, and the Contract and all prior
amendments thereto, if any, remain in full force and effect except as specifically modified herein.
6) MODIFICATIONS.
The Amendment and all prior amendments thereto, if any, are modified as follows:
a. Exhibit C -2
Exhibit C and C -1 to the Basic Contract shall be removed and replaced in its entirety by
Exhibit C -2 attached hereto and incorporated herein by this reference. All references in the
Basic Contract to Exhibit C shall be removed and replaced by Exhibit C -2.
Also, this Amendment #1 will correct Exhibit C -1 Design Encumbrance in Option Letter #1
dated January 26, 2011. The amount encumbered was incorrectly stated as $94,986.00 and
should be $118,733.00.
b. Section 22 and Exhibit K
Supplemental Federal Provisions will be added by deleting Section 22 of the Basic Contract in
its entirety and replacing it with the following:
Section 22 Federal Requirements
The Local Agency and /or their contractors, subcontractors, and consultants shall at all times during
the execution of this Agreement strictly adhere to, and comply with, all applicable federal and state
laws, and their implementing regulations, as they currently exist and may hereafter be amended. A
listing of certain federal and state laws that may be applicable are described in Exhibit J (Section 37)
and Exhibit K (Section 38 — FFATA- Supplemental Federal Provisions).
Exhibit K — FFATA
FFATA Federal Provisions attached hereto and incorporated herein by this reference are
hereby added to the Basic Contract.
7) START DATE
This Amendment shall take effect upon the date of the State Controller's Signature.
8) ORDER OF PRECEDENCE
Except for the Special Provisions, in the event of any conflict, inconsistency, variance, or
contradiction between the provisions of this Amendment and any of the provisions of the Contract,
the provisions of this Amendment shall in all respects supersede, govern, and control. The most
recent version of the Special Provisions incorporated into the Contract or any amendment shall
always control other provisions in the Contract or any amendments.
9) AVAILABLE FUNDS
Financial obligations of the state payable after the current fiscal year are contingent upon funds for
that purpose being appropriated, budgeted, or otherwise made available.
The Remainder of this Page left Intentionally Blank
THE PARTIES HERETO HAVE EXECUTED THIS AMENDMENT
' Persons signing for Contractor hereby swear and affirm that they are authorized to act on Contractor's
behalf and acknowledge that the State Is relying on their representations to that effect.
Local Agency
STATE OF COLORADO
City of Fort Collins
John W. Hickenlooper, GOVERNOR
Department of Transportation
By:
Title:
By:
Timothy J. Harris - CDOT Chief Engineer
'Signature
Date
Date
LEGAL REVIEW
John W. Suthers, Attorney General
By:
Signature - Attorney General's Office
ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER
CRS §24 -30 -202 requires the State Controller to approve all State Contracts. This Contract 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 Contractor begins performing prior thereto, the State of Colorado is not
obligated to pay Contr actor for such performance or for any goods and/or services provided hereunder.
STATE CONTROLLER
David J. McDermott, CPA
I
By:
Department of Transportation
Date:
30. EXHIBIT C -2 — FUNDING PROVISIONS
A. Cost of Work Estimate
The Local Agency has estimated the total cost the Work to be $908,767.00 which is to be funded
as fo llows:
1 BUDGETED FUNDS
a. Federal Funds $727,01
(80% of Participating Costs)
b. Local Agency Matching Funds $181,753.
(20% of Participating Costs)
c. State Matching Funds $0.
(_% of Participating Costs)
d. Local Agency Matching for CDOT -
Incurred Non - Participating Costs [AND/OR]
Overmatch $0.
(Including Non - Participating Indirects)
ITOTAL BUDGETED FUNDS $908.767.001
2 ESTIMATED CDOT- INCURRED COSTS
a. Federal Share $0.
L of Participating Costs)
b. Local Agency
Local Agency Share of Participating Costs $0.00
Non - Participating Costs (Including Non -
Participating Indirects) $0.00
Estimated to be Billed to Local Agency
I TOTAL ESTIMATED CDOT- INCURRED COSTS $0.001
ESTIMATED PAYMENT TO LOCAL AGENCY
a. Federal Funds Budgeted (1a) $.
b. Less Estimated Federal Share of CDOT - Incurred Costs (2a) $0.
I TOTAL ESTIMATED PAYMENT TO LOCAL AGENCY $727,014.001
FOR CDOT ENCUMBRANCE PURPOSES
Total Encumbrance Amount ($0.00 divided by %)
$0
Less ROW Acquisition 3111 and /or ROW
Relocation 3109 $0
Page 1 of 2
B. Matching Funds
The matching ratio for the federal participating funds for this Work is 80% federal -aid funds
(CFDA #20.205) to 20% Local Agency funds, it being understood that such ratio applies only to
the $908,767.00 that is eligible for federal participation, it being further understood that all
non - participating costs are borne by the Local Agency at 100 %. If the total participating cost of
performance of the Work exceeds $908,767.00, and additional federal funds are made available
for the Work, the Local Agency shall pay 20 of all such costs eligible for federal participation
and 100% of all non - participating costs; if additional federal funds are not made available, the
Local Agency shall pay all such excess costs. If the total participating cost of performance of the
Work is less than $908,767.00, then the amounts of Local Agency and federal -aid funds will be
decreased in accordance with the funding ratio described herein. The performance of the Work
shall be at no cost to the State.
C. Maximum Amount Payable
The maximum amount payable to the Local Agency under this Agreement shall be $727,014.00
(For CDOT accounting purposes, the federal funds of $727,014.00 and the Local Agency
matching funds of $181,753.00will be encumbered for a total encumbrance of $908,767.00),
unless such amount is increased by an appropriate written modification to this Agreement
executed before any increased cost is incurred.* *Note - $0.00 is currently available.
Additional funds or Local Agency Overmatch will be added in the future by Option Letter
or Amendment. It is understood and agreed by the parties hereto that the total cost of the
Work stated hereinbefore is the best estimate available, based on the design data as approved
at the time of execution of this Agreement, and that such cost is subject to revisions (in accord
with the procedure in the previous sentence) agreeable to the parties prior to bid and award.
D. Single Audit Act Amendment
All state and local government and non- profit organizations receiving more than $500,000 from
all funding sources defined as federal financial assistance for Single Audit Act Amendment
purposes shall comply with the audit requirements of OMB Circular A -133 (Audits of States,
Local Governments and Non - Profit Organizations) see also, 49 C.F.R. 18.20 through 18.26. The
Single Audit Act Amendment requirements applicable to the Local Agency receiving federal
funds are as follows:
i. Expenditure less than $500,000
The Local Agency expends less than $500,000 in Federal funds (all federal sources, not just
Highway funds) in its fiscal year then this requirement does not apply.
II. Expenditure exceeding than $500,000- Highway Funds Only
The Local Agency expends more than $500,000 in Federal funds, but only received federal
Highway funds (Catalog of Federal Domestic Assistance, CFDA 20.205) then a program
specific audit shall be performed. This audit will examine the "financial' procedures and
processes for this program area.
iii. E=xpenditure exceeding than $500,000 - Multiple Funding Sources
The Local Agency expends more than $500,000 in Federal funds, and the Federal funds are
from multiple sources (FTA, HUD, NPS, etc.) then the Single Audit Act applies, which is an
audit on the entire organizationtentity.
iv. Independent CPA
Single Audit shall only be conducted by an independent CPA, not by an auditor on staff. An
audit is an allowable direct or indirect cost.
Page 2 of 2
Net to be encumbered as follows: $0.00
Note. $0.00 Is currently available. Additional
Funds will be added in the future by Option
Letter or Amendment
WBS Element 18462.10.30 Design 3020 $0.00
WBS Element 18462.20.10J
Const
133011
$0.00
B. Matching Funds
The matching ratio for the federal participating funds for this Work is 80% federal -aid funds
(CFDA #20.205) to 20% Local Agency funds, it being understood that such ratio applies only to
the $908,767.00 that is eligible for federal participation, it being further understood that all
non - participating costs are borne by the Local Agency at 100 %. If the total participating cost of
performance of the Work exceeds $908,767.00, and additional federal funds are made available
for the Work, the Local Agency shall pay 20 of all such costs eligible for federal participation
and 100% of all non - participating costs; if additional federal funds are not made available, the
Local Agency shall pay all such excess costs. If the total participating cost of performance of the
Work is less than $908,767.00, then the amounts of Local Agency and federal -aid funds will be
decreased in accordance with the funding ratio described herein. The performance of the Work
shall be at no cost to the State.
C. Maximum Amount Payable
The maximum amount payable to the Local Agency under this Agreement shall be $727,014.00
(For CDOT accounting purposes, the federal funds of $727,014.00 and the Local Agency
matching funds of $181,753.00will be encumbered for a total encumbrance of $908,767.00),
unless such amount is increased by an appropriate written modification to this Agreement
executed before any increased cost is incurred.* *Note - $0.00 is currently available.
Additional funds or Local Agency Overmatch will be added in the future by Option Letter
or Amendment. It is understood and agreed by the parties hereto that the total cost of the
Work stated hereinbefore is the best estimate available, based on the design data as approved
at the time of execution of this Agreement, and that such cost is subject to revisions (in accord
with the procedure in the previous sentence) agreeable to the parties prior to bid and award.
D. Single Audit Act Amendment
All state and local government and non- profit organizations receiving more than $500,000 from
all funding sources defined as federal financial assistance for Single Audit Act Amendment
purposes shall comply with the audit requirements of OMB Circular A -133 (Audits of States,
Local Governments and Non - Profit Organizations) see also, 49 C.F.R. 18.20 through 18.26. The
Single Audit Act Amendment requirements applicable to the Local Agency receiving federal
funds are as follows:
i. Expenditure less than $500,000
The Local Agency expends less than $500,000 in Federal funds (all federal sources, not just
Highway funds) in its fiscal year then this requirement does not apply.
II. Expenditure exceeding than $500,000- Highway Funds Only
The Local Agency expends more than $500,000 in Federal funds, but only received federal
Highway funds (Catalog of Federal Domestic Assistance, CFDA 20.205) then a program
specific audit shall be performed. This audit will examine the "financial' procedures and
processes for this program area.
iii. E=xpenditure exceeding than $500,000 - Multiple Funding Sources
The Local Agency expends more than $500,000 in Federal funds, and the Federal funds are
from multiple sources (FTA, HUD, NPS, etc.) then the Single Audit Act applies, which is an
audit on the entire organizationtentity.
iv. Independent CPA
Single Audit shall only be conducted by an independent CPA, not by an auditor on staff. An
audit is an allowable direct or indirect cost.
Page 2 of 2
Exhibit K
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
As of 10 -15 -10
The contract, grant, or purchase order to which these Supplemental Provisions are attached has been
funded, in whole or in part, with an Award of Federal funds. In the event of a conflict between the
provisions of these Supplemental Provisions, the Special Provisions, the contract or any attachments or
exhibits incorporated into and made a part of the contract, the provisions of these Supplemental
Provisions shall control.
1. Definitions. For the purposes of these Supplemental Provisions, the following terms shall have the
meanings ascribed to them below.
1.1. "Award" means an award of Federal financial assistance that a non - Federal Entity receives or
administers in the form of:
1.1.1. Grants;
1.1.2. Contracts;
1.1.3. Cooperative agreements, which do not include cooperative research and
development agreements (CRDA) pursuant to the Federal Technology Transfer Act
of 1986, as amended (15 U.S.C. 3710);
1.1.4. Loans;
1.1.5. Loan Guarantees;
1.1.6. Subsidies;
1.1.7. Insurance;
1.1.8. Food commodities;
1.1.9. Direct appropriations;
1.1.10. Assessed and voluntary contributions; and
1.1.11. Other financial assistance transactions that authorize the expenditure of Federal
funds by non - Federal Entities.
Award does not include:
1.1.12. Technical assistance, which provides services in lieu of money;
1.1.13. A transfer of title to Federally -owned property provided in lieu of money; even if the
award is called a grant;
1.1.14. Any award classified for security purposes; or
1.1.15. Any award funded in whole or in part with Recovery funds, as defined in section
1512 of the American Recovery and Reinvestment Act (ARRA) of 2009 (Public Law
111 -5).
1.2. "Central Contractor Registration (CCR)" means the Federal repository into which an Entity
must enter the information required under the Transparency Act, which may be found at
htto://www.bon.-gov/cc r
1.3. "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.
1.4. "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.
Page I of 4
1.5. "Data Universal Numbering System (DUNS) Number" means the nine -digit number
established and assigned by Dun and Bradstreet, Inc. to uniquely identify a business entity.
Dun and Bradstreet's website may be found at: http: / /fedgov.dnb.comlWebform
1.6. "Entity" means all of the following as defined at 2 CFR R 25, subpart C;
1.6.1. A governmental organization, which is a State, local government, or Indian Tribe;
1.6.2. A foreign public entity;
1.6.3. A domestic or foreign non - profit organization;
1.6.4. A domestic or foreign for - profit organization; and
1.6.5. A Federal agency, but only a Subrecipient under an Award or Subaward to a non -
Federal entity.
1.7. "Executive" means an officer, managing partner or any other employee in a management
position.
1.8. "Federal Award Identification Number (FAIN)" means an Award number assigned by a
Federal agency to a Prime Recipient.
1.9. "FFATA" means the Federal Funding Accountability and Transparency Act of 2006 (Public
Law 109 -282), as amended by §6202 of Public Law 110 -252. FFATA, as amended, also is
referred to as the "Transparency Act."
1.10. "Prime Recipient" means a Colorado State agency or institution of higher education that
receives an Award.
1.11. "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.
1.12. "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.
1.13. "Subrecipient Parent DUNS Number" means the subrecipient parent organization's 9 -digit
Data Universal Numbering System (DUNS) number that appears in the subrecipient's Central
Contractor Registration (CCR) profile, if applicable.
1.14. "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.
1.15. "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
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employee, perquisites or property) for the Executive exceeds $10,000.
1.16. "Transparency Act" means the Federal Funding Accountability and Transparency Act of 2006
(Public Law 109 -282), as amended by §6202 of Public Law 110 -252, The Transparency Act
also is referred to as FFATA.
1.17 "Vendor" means a dealer, distributor, merchant or other seller providing property or services
required for a project or program funded by an Award. A Vendor is not a Prime Recipient or a
Subrecipient and 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. Central Contractor Registration (CCR) and Data Universal Numbering System (DUNS)
Requirements.
3.1. CCR. Contractor shall maintain the currency of its information in the CCR until the Contractor
submits the final financial report required under the Award or receives final payment, whichever
is later. Contractor shall review and update the CCR 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 CCR 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.
S. Reporting. Contractor shall report data elements to CCR 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/doa/dfi)/sco/FFATA.htm
6. Effective Date and Dollar Threshold for Reporting. The effective date of these supplemental
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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.
7.1 To CCR. A Subrecipient shall register in CCR and report the following data elements in CCR
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 A Subrecipient's address, including: Street Address, City, State, Country, Zip + 4, and
Congressional District;
7.1.5 Subrecipient's top 5 most highly compensated Executives if the criteria in §4 above
are met; and
7.1.6 Subrecipient's Total Compensation of top 5 most highly compensated Executives if
criteria in §4 above met.
7.2 To Prime Recipient. A Subrecipient shall report to its Prime Recipient, upon the effective date
of the Contract, the following data elements:
7.2.1 Subrecipient's DUNS Number as registered in CCR.
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.
9. 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 rive calendar days following the termination of the 30 day
notice period. This remedy will be in addition to any other remedy available to the State of Colorado
under the Contract, at law or in equity.
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