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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. Page 2 of 23 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 z (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..: �..«r.. o wp lwf 03 w*dcs"ow*I @UWSq" w.i.. «ea000aoaoos MftdWCMdr ft ft=Vkw UO AiMrlda•Tawd w orre ® AWMw7 ❑ ftW O RrAnd O.�.Ir� M w: 101LY110) hr.wrM — aw.«r orr. aryro07 m ow Fain 11woom MME ler :T IM04mm caw ow�w Uoss MUTEMOM NO TOM OF WK no%Ace®fi OF o�I es ff Mtoo r a7auc� I" �•••w " M CMnab n pop=* nrr(fw* O odd O POW ❑ Or.w p "W oar .. w arrw D �..awMwMr..�wMn.M.� ❑ ow«�r.�rrac AW §d wav room is • oow4& ww. sm@ww4 ftmv6" w Ila�«rM MwYw w cww r Ar�w: w ew "facomwwa w 1Nwo� Ma rww Nww w�i�y Mw dwY� •d�w.MOc Ihw�www�: rMMMMMMI) T� AArw�/Or. wy,aa�rcwwwr. py�aOCrrMllrr: ar.nra Owidimll�n ❑ wnr..l mb rawwo oka�.we�rw umb 1wr Twi Orarr �0 OMM�M M WyOMw . Vd oar. CWMMdI MMW A�rlwr0r Ildl�w�w: !yam /A1M►aMrlMrrK /Awl« 00* C&RAWWOMS w"umr wwwwwaarrrw: w ❑ virlrw r lodiww Orta � +MrYd u MrW "pa"" 0 MMr1rw U /1A�' �r 1111 r 11�r� �YMri =/orr Pape t of 3 owma" ur�r a�w 6w siw uM w aMw t.r» r.. 6.ti urr M C - T-M m ■■■■■■■■■■■■■■■■■■ wp id• PN"Cofts 1: ^*+ir A.A.o.r: Noway om &rMy R-OpWa r,"P- /*w /mwww w 11Mrrlw mma" l aw*" aft" ftow" WMr I Tor /rt • W., V%s Owww Ali alwr Trw�rtdrM�rr Mri r Prr�W�rr M� � wPw, wr drib w�wwwl: fin" 1Y Twnaft Wommomww"owbaMWMwMrr11^did MYwMrMMMTwMYdM�iwwd MtIWOPOW" M1+MMwOMO/r \OWLTW � Mb M Y� �MM W wwr Ilwn wYY� rr �� twlrw TY ar MMA � M M Yr�r MwtMM wm�"iY o" Um MNo 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 Page 2 of 4 ri 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 Page 3 of 4 op 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. Page 4 of 4