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HomeMy WebLinkAboutC16-228 Oldcastle SW Group dba United Companies of Mesa County Safe RoutesCONSTRUCTION AGREEMENT FOR CONSTRUCTION OF EDWARDS SAFE ROUTES TO SCHOOL IMPROVEMENTS THIS CONSTRUCTION AGREEMENT is dated as of the 'v- dav of Juu€ , 2016, by and between Eagle County, Colorado, a body corporate and politic, acting by and through its Board of County Commissioners (hereinafter called "Count5z" or "Owner") whose address forpurposes hereof is P.O. Box 850,500 Broadway,Eagle, CO 81631, and Oldcastle SW Group, Inc. dba United Companies of Mesa County a Colorado Corporation licensed to work in the State of Colorado (hereinafter called "Contractor") whose address for purposes hereof is 2273River Road, Grand Junction, Colorado 81515. Owner and Contractor, in consideration of the mutual covenants herein set forth, agree as follows: ARTICLE 1 - THE PROJECT AND THE WORK Ll The construction project which is the subject matter hereof is generally described as the Edwards Safe Routes to School Improvements (hereinafter the "Project"). Contractor shall supply and perform all work to complete the Project as specified in the Contract Documents and in accordance with the approved design plans and specifications ("Work"). 1.2 This Project is supported by the State of Colorado acting by and through the Department of Transportation ("CDOT" or 'oState") and is funded by the Federal Highway Administration ("FHWA"). 1.3 Owner shall be entitled to perform inspection and testing activities, approve sources of materials, perform required plant and shop inspections all as more fully set forth herein. L4 A more complete description of the Project and a description of the applicable Project site (the "Site") is provided by the Contract Documents. 1.5 Capitalized, terms that are not defined in this Agreement shall have the meanings ascribed to them in the General Conditions and (or) the other Contract Documents as applicable. I.6 The intent of the Contract Documents is to include all items reasonably necessary for the proper execution and completion of the Work. The Contract Documents are complementary and what is required by any one shall be binding as if required by all. Based on Contractor's careful review of the Contract Documents, Contractor acknowledges that the Contract Documents require the construction of a completed Project in accordance with the terms hereof. 1.7 Contractor shall perform all the Work required by the Contract Documents or reasonably inferable therefrom, for the complete construction of the Project in accordance with the Contract Documents. Contractor shall provide and furnish all materials, supplies, TOF EaffitJnty ccmmissioners' officeC16-228 equipment, tools, implements, all other facilities, and all other labor, supervision, security, transportation, utilities, storage, appliances and all other services as and when required for or in connection with the complete construction of the Project. 1.8 If the Work is taking place on property owned by other federal, state or local governmental entities, or a public utility or other third party, Contractor shall comply with any additional terms and conditions required by applicable law and (or) applicable permits. 1.9 Contractor shall perform with its own organization a minimum of thirty percent (30%) of the total Contract Price excluding identified specialty items. ARTICLE 2. OWNER'S REPRESENTATIVE 2.I The Project is under the authority of the Eagle County Engineering Deparfrnent, the Manager of which, or her designee, shall be Owner's liaison with Contractor with respect to the performance of the Work. 2.2 Contractor's representative is Josh Miller. Contractor's representative shall be a competent superintendent or supervisor who is employed by Contractor with fulI authority to direct performance of the Work in accordance with the Contract Documents, and is in charge of all construction operations regardless of who performs the Work. Contractor shall supply such other of its own organizalonal resources as Owner determines is necessary to assure the performance of the Contract' 2.3 Neither Owner's nor Contractor's representative shall be changed with less than ten (10) days prior written notice to the other party. ARTICLE 3. CONTRACT TIME 3.1 The Work will be substantially complete in accordance with the Contract Documents on or before August 18, 2016. 3.2 Contractor shall employ all such additional labor, services and supervision, including such extra shifts and over time, as may be necessary to maintain and to achieve final payment in accordance with the Contract Documents on or before August 24, 2016 ("Contract Time") all without an increase in the Contract Price. 3.3 Owner and Contractor recognize that time is of the essence of this Agreement and that Owner will suffer financial loss if the Work is not substantially complete within the time specified in paragraph 3.1 above, plus any extensions thereof allowed in accordance with the General Conditions. They also recognize the delays, expense, and difficulties involved in proving at a legal or arbitration hearing, the actual loss suffered by Owner if the Work is not substantially complete on time. Accordingly, instead of requiring such proof, Owner and Contractor agree that as liquidated damages for delay (but not as a penalty) Contractor shall pay Owner as set forth in the Colorado Department of Transportation "standard Specifications For Road and Bridge Construction", Colorado Department of Transportation, State of Colorado (2011), Section 108.09, Failure to Complete Work on Time for each day that expires after the time specified in paragraph 3.1 for completion until the Work is complete. ARTICLE 4 - CONTRACT PRICE 4.I Owner shall pay Contractor, for Contractor's perfonnance of the Work under the Contract Documents, an amount not to exceed $2141460 ("Contract Price"). 4.2 Notwithstanding anything in the Contract Documents to the contrary, the Contract Price (which is based in part upon unit prices) includes, without limitation, the entire amount of overhead and profit payable to Contractor in connection with the Work under the Contract Documents. Contractor shall not have the right to, nor shall it seek to recover, any additional compensation for overhead or profit. Unit quantities actually incorporated in the Project may be adjusted subject to the not to exceed Contract Price and in accordance with the Contract Documents. In no event shall the Unit prices set forth in Contractor's Bid Form be adjusted. 4.3 Contractor acknowledges that Owner is a tax exempt entity and that Owner has appropriated funds for this Project in a sum equal to or in excess of the Contract Price. 4.4 Owner shall pay Contractor for performance of the Work in accordance with the Contract Documents. Pursuant to the provisions of $24-91-103.6, C.R.S., md notwithstanding anything to the contrary contained elsewhere in the Contract Documents, no change order or other form of order or directive by Owner, and no amendment to this Agreement, requiring additional compensable Work to be performed which Work causes the aggregate amount payable under the Agreement to exceed the amount appropriated for the original Agreement, shall be of any force or effect unless accompanied by a written assurance by Owner that lawful appropriations to cover the costs of the additional Work have been made or unless such Work is covered under a remedy-granting provision in the Agreement. Eagle County is a govemmental entity and all obligations beyond the current fiscal year are subject to funds being budgeted and appropriated. Specifically, notwithstanding anything to the contrary contained in this Agreement, Owner shall have no obligations under this Agreement, nor shall any payment be made to Contractor in respect of any period after December 3l of each calendar year during the term of this Agreement, without an appropriation therefore by the Owner in accordance with a budget adopted by the Board of County Commissioners in compliance with the provisions of Anicle 25 of Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. $29-l-101 et.seq.), and the TABOR Amendment (Constitution, Article X, Sec. 20). 4.5 4.6 ARTICLE 5. PAYMENT PROCEDURES Contractor shall submit Applications for Payment in accordance with the General Conditions. Applications for Payment will be processed as provided in the General Conditions. 5.1 PROGRESS PAYMENTS: Owner shall make monthly progress payments on account of the Contract Price and as provided in the Contract Documents. All progress payments will be on the basis of the progress of the Work. Owner shall have the right to request and inspect supporting documentation for progress payments, including but not limited to receipts and invoices evidencing payments of charges associated with the Work. 5.2 The period covered by each Application for Payment shall be one calendar month beginning on the first of each month and ending on the last day of the month. 5.3 Each Application for Payment shall be based upon the unit prices and percentage of completion as set forth in the Contract Price and otherwise in accordance with the Contract Documents. Each Application for Payment shall show actual quantities incorporated into the Project for each portion of the Work as of the end of the period covered by such Application for Payment. 5.4 Prior to Completion, Owner shall authorize partial payments at the end of each calendar month or as soon thereafter as practicable if Contractor is satisfactorily performing the Agreement. Progress payments will be in an amount equal to: 95o/o of the calculated value of the Work completed. The withheld percentage of the Contract Price shall be retained until the Agreement is completed satisfactorily and finally accepted by the Owner. 5.5 Progress payments and retained funds shall occur in compliance with the General Conditions attached hereto and C.R.S. $24-91-103. 5.6 In taking action on Contractor's Applications for Payment, Owner shall be entitled to rely on the accuracy and completeness of the information furnished by Contractor and shall not be deemed to represent that (i) Owner has made a detailed examination, audit or arithmetic verification of the documentation submitted by Contractor; (ii) Owner has made exhaustive or continuous on-site inspections of the Work; or (iii) Owner has made examination to ascertain how or for what purposes Contractor has used amounts previously paid on the Contract Price. 5.7 FINAL PAYMENT: Upon final completion and acceptance in accordance with the General Conditions, Owner shall pay the remainder of the Contract Price. The final pa5rment shall not be made until after final settlement of this contract has been duly advertised at least ten days prior to such final payment by publication of notice thereof at least twice in a public newspaper of general circulation published in Eagle County, and the Board of County Commissioners has held a public hearing thereon and complied with C.R.S. $38-26-107. Final payment shall be made in accordance with the requirements of the aforesaid statute. Owner shall make a final settlement in accordance with C.R.S. 38- 26-107 within sixty days after the contract is completed satisfactorily and finally accepted by Owner. 5.8 Owner may withhold payments due to Contractor, to such an extent as may be necessary to protect Owner from loss, because of defective work or material not remedied or the failure of Contractor to carry out the Work in accordance with this Agreement. 5.9 Notwithstanding the fact some of the Work may occur on property owned by third parties that are not governmental entities, the Contractor acknowledges and agrees that payment shall be made in accordance with C.R.S. 24-91-103 and C.R.S. 38-26-107 and hereby waives it right to lien the property. Contractor shall include the language of this paragraph 5.9 in any subcontracts for the Project. ARTICLE 6 . CONTRACTOR'S REPRESENTATIONS In order to induce Owner to enter into this Agreement, Contractor makes the following representations: 6.1 Contractor has familiarized himself with the nature and extent of the Contract Documents, Work, locality, and with all local conditions, and federal, state, and local laws, ordinances, rules and regulations that in any manner may affect cost, progress, or performance of the Work. 6.2 Contractor has made, or caused to be made, examinations, investigations, and tests and studies of such reports and related data as he deems necessary for the performance of the Work at the Contract Price, within the Contract Time. and in accordance with other terms and conditions of the Contract Documents; and no additional examinations. investigations, tests, reports, or similar data are, or will be required by Contractor for such purposes. Contractor has correlated the results of all such observations, examinations, investigations, tests, reports, and data with the terms and conditions of the Contract Documents. Confactor has given Owner written notice of all conflicts, errors, or discrepancies that he has discovered in the Contract Documents and the written resolution thereof bv Owner is acceptable to Contractor. In performing the Work under this Agreement, the Contractor acts as an independent contractor and is solely responsible for necessary and adequate worker's compensation insurance, personal ittjury and property damage insurance, as well as errors and omissions insurance. The Contractor, as an independent contractor, is obligated to pay 6.3 6.4 6.5 federal and state income tax on moneys earned. The personnel employed by the Contractor are not and shall not become employees, agents or servants of the Owner or the State because of the performance of any Work by this Agreement. 6.6 Contractor represents and warrants that it holds a license, permit or other special license, as required by law, to perform the Work required under the Contract Documents and shall keep and maintain such licenses, permits and special licenses in good standing and in full force and effect at all times while Contractor is performing the Work under the Contract Documents. 6.7 Contractor shall maintain insurance as set forth in the General Conditions. Before permitting any of his subcontractors to perform any Work under this Agreement, Contractor shall require each of his subcontractors to procure and maintain such insurance as set forth in the General Conditions. 6.8 Contractor shall comply with and is responsible for compliance by its subcontractors, lower tier subcontractors and/or service providers with FHWA T273 and Contractor shall physically include that FHWA 1273 verbatim in all subcontracts, regardless of tier and in any purchase order, rental agreement or service agreement as required by 23 C.F.R. 633.102(e). FHWA 1273 is part of the Contract Documents and is attached hereto and incorporated herein as Exhibit C. 6.9 Standard Special Provisions relating to equal employment opportunity, affirmative action wage decisions are part of the Contract Documents and shall be included in all subcontracts. 6.10 Contractor shall supply Owner and the State with all lower tiered subcontract agreements and purchase orders. 6.11 Contractor shall be responsible for reserving the right for itself and for Owner, the State and their employees and agents, the right to inspect its subcontracts to determine compliance with Contract Documents. 6.1,2 Contractor shall allow Owner, the State and their respective employees or agents to conduct random checks with onsite subcontractor employees to determine if they are paid according to Contract Documents and to veri$ that no discriminatory employment practices are present. 6.13 Contractor shall submit all documentation requested by Owner, the State or their respective employees or agents, such as meeting minutes and rosters and complaint procedures. Contractor must assure that all employees, including subcontractor employees, have been informed of required wages, non-segregated facilities, training opportunities and potential hi.ing opportunities for women and minorities. 6.14 To ensure dissemination of policies relating to Equal Employment Opportunity, the Contractor must have a meeting prior to the Work and then not less than once every six months. The Contractor shall notifu Owner and State of the date. time and location of the meeting. 6.15 Contractor shall be responsible for certif,iing that all subcontractors or material suppliers do not have segregated facilities in accordance with applicable law. 6.16 Contractor is responsible for compliance with the Contract Documents for all subcontractors and shall complete all forms required by the Owner, State and FHWA. 6.17 Contractor shall comply with all civil rights and labor requirements required by CDOT including project bulletin board and pre-construction packet requirements. Contractor shall process CDOT Form 205- Sublet Permit Application Review and sign completed CDOT Form 205 for each subcontractor and submit to Owner or CDOT as required. The Contractor is responsible for providing a main bulletin board at the Project site that is accessible to all employees. The bulletin board must contain the Equal Employment Opportunity policy and other documents required by the Contract Documents. Posters must be in English and Spanish, if applicable and checked frequently to assure documents are legible. Should any documents become missing or faded, the Contractor is responsible for replacement. 6.18 The parties agree that the Davis-Bacon Act applies to the Work being performed by Contractor and sub-contractors. Contractor and any subcontractor shall comply with the Davis-Bacon Act and reporting requirements thereunder and as supplemented by the applicable Code of Federal Regulations, and shall be responsible for obtaining and supplying any required forms or other information. Contractor shall insert a clause containing the terms of this section 6.18 in all contacts or subcontracts in excess of $2,000.00. 6.19 Contractor and its subcontractors and consultants shall at all times during the term of this Agreement strictly adhere to, and comply with, all applicable federal and state laws, and their implementing regulations as they currently exist or may hereafter be amended. A listing of certain federal and state laws, regulations and rules that may be applicable are described in Exhibit E which is attached hereto and incorporated herein by reference. Exhibit E shall be incorporated in all subcontracts. 6.20 Contractor shall comply with the Americans with Disabilities Act ("ADA") and applicable federal regulations and standards as contained in the document "ADA Accessibility Requirements in CDOT Transportation Projects." 6.21 Contractor shall comply with Title VI of the Civil Rights Act of 1964, as amended, which provides that no person shall on the ground of race, color, national origin, sex, age, or disability, be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal financial assistance. Contractor shall insert a clause containinq the terms of this section in all contracts or subcontracts. 6.22 Contractor shall meet the Quality Control requirements of the FHWA/CDOT Stewardship Agreement. 6.23 All Work shall be performed in accordance with the requirements of the current federal and state environmental regulations including the National Environmental Policy Action of 1969 (NEPA) as applicable and SB-40 requirements. 6.24 Contractor shall comply with Underutilized Disadvantaged Business Enterprise Goals applicable to this Project. 6.25 Contractor shall comply with On-The-Job Training Goals applicable to this Project. 6.26 Contractor shall comply with any reporting requirements related to Federal Wage Decision, all required Disadvantaged Business Enterpriseion-the-Job Training special provisions and FHWA Formt273. 6.27 Contractor shall cooperate and participate as may be required in Equal Employment Opportunity and Labor Compliance Verification Employee Interviews and completion of CDOT Form 280 and cooperate and complete as necessary CDOT Form 205-Sublet Permit Application for each subcontractor. 6.28 Contractor shall cooperate and participate as may be required in monitoring DBE Participation to ensure compliance with Commercial Useful Function Requirements and shall cooperate with or conduct interviews as may be required when Project utilizes on the job trainees and will complete or participate as may be required with CDOT Form 200-OJT Training Questionnaire. 6.29 Contractor shall comply with all payroll certification requirements. 6.30 Contractor shall be responsible for submitting FHWA Form 1391. 6.31 Contractor agrees to comply with Executive Order 11246 of Septemb er 24, 1 965, entitled "Equal Employment Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR Part 60). Contractor shall not discriminate against any employee or applicant for employment to be employed in the performance of this Agreement on the basis of race, color, religion, national origin, sex, sexual orientation, ancestr5r, physical handicap, age, political affiliation or family responsibility. Contractor shall insert a clause containing the terms of this section 6.31 in all contracts or sub-contracts that exceed $10,000.00. 6.32 Due to the involvement of federal funding for this Project, the Conffactor shall comply with the Copeland Anti-Kickback Act (18 U.S.C. 874) as supplemented in the Department of Labor Regulations (29 CFR Part 3). Contractor shall insert a clause containing the terms of this section 6.32 in all contracts or sub-contracts. 6.33 Contractor agrees to comply with Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-nA\ as supplemented by Department of Labor regulations (29 CFR Part 5). Confactor shall insert a clause containing the terms of this section in all contracts or sub-contracts in excess of $2,000.00. 6.34 Contractor agrees to comply with all applicable standards, orders or requirements iszued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Air Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR Part l5). Contractor shall insert a clause containing the terms of this section in all contracts or sub-contacts in excess of $100,000.00. 6.35 Contractor agrees to comply with all mandatory standards and policies relating to energy efliciency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub.L. 94-163,89 Stat. 871). 6.36 Contractor agrees to comply with all requirements conceming Disadvantaged Business Enterprise applicable to the Project. Contractor will take all necessary aflirmative steps to assure that minority firms, women's business enterprises and labor surplus area firms are used for subcontracts when possible. 6.37 The State will perform a final project inspection of the Work as a quality control/assurance activity but the same shall not relieve Contractor of its obligations under the Contract Documents. Further, Contractor shall participate as requested by Owner, in any final inspection and Project close out process. 6.38 Contractor shall comply with all applicable Federal, State and local laws governing safety, health and sanitation and shall provide all safeguards, safety devices, and protective equipment and shall take any other actions reasonably necessary to protect the life and health of the persons working at the site of the Project and the safety of the public and to protect the propefly in the performance of the Work. 6.39 Contractor shall be responsible for posting any notice required by 23 CFR 635.119 concerning false statements. 6.40 Contractor shall require language of certification for federal-aid which is attached hereto as Exhibit F in all subcontracts which exceed $100,000. 6.41 Buy American requirements shall apply as set forth in the Contract Documents. 6.47 Contractor shall comply with Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. $794 et. seq,) as amended, and 49 CFR Part 27. 6.43 Contractor shall cornply with the Civil Rights Restoration Act of 1987. 6.44 Contractor shall comply with Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Lorv-lncorne Populations. 6.45 Contractor shall cornply with Executive Order t3166, lmproving Access to Services for Persons with Lirnited English Proficiency, and resulting agency guidance, national origin discrirnination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title Vl, you must take reasonable steps to ensure that LEP persons have meaningfi.rl access to your programs (70 Fed. Reg. at 74087 to 74100). 6.46 Contractor shall comply rvith Title IX of the Education Amendment of 1977, as amended. ARTICLE 7. CONTRACT DOCUMENTS The'Contracl Documents which comprise the entire Agreement are made a part hereof, and consist of the following: 7.1 This Agreement and documents referred to in the Agreement as being part of the Contract Documents. 7.2 Contractor's Bid Fonn attached hereto and incorporated herein as Exhibit A. 7.3 Bid Documents attached hereto as Exhibit B and the CDOT forms required to be subrnitted by Contractor with iis Bid. 7.4 "Standard Specifications for Road and Bridge Construction", Colorado Department of Transportation, State of Colorado, 201 l. 7.5 '€olorado Standard Plans, Colorado Department of Transportation, M & S Slandards" 20t2. Plan Set: HIGHWAY CONSTRUCTION BID PLANS OF PROPOSED FEDERAL AID PROTECT NO. SAR C44O-OTO SAFE ROUTES TO SCHOOL PROJECT OFF oF srATE HIcHwAv 6 coNsrRUcrIoN coDE No. Ie2II L t ,f h . gUI) Speciaf Provisiorrs starnped and signed "" X;in#,#,1;",$:"Wii htGpases0'|r#u, H:y, FHWA 1273 is attached hereto and incorporated herein as Exhibit C U*i+io1g) General Conditions also sometimes refbned to as General Provisions are attached hereto as Exhibit D and incorporated herein. 7.10 Addendum(s) #l-4 7.6 7.7 ?.8 7.9 10 7.ll Performance, Labor and Material and Payment Bonds. 7.12 Notice of Award and, if any, Notice to Proceed. 7.13 Listing of federal and state laws, regulations and requirements Exhibit E. 7.t4 Any modification, including Change Orders, duly delivered after execution of Agreement. 7.I5 Certification for Federal-Aid Contracts is attached hereto and incorporated herein as Exhibit F. The parties acknowledge and agree that this Agreement shall supersede and control over any inconsistent or contrary provision in any other attachment or agreement. The order of precedence for other documents is as set forth in Subsection 105 of the Project Special Provisions. There are no Contract Documents other than those listed above in this Article 7. The Contract Documents may only be altered, amended, or repealed by an executed, written amendment to this Agreement. ARTICLE 8 - BONDS 8.1 Upon execution of this Agreement, Contractor shall deliver to the Owner the bonds required by the Contract Documents, and, notwithstanding anything to the contrary contained in the Contract Documents, Owner shall have no liability or obligation hereunder unless and until the bonds have been so delivered. ARTICLE 9- SUBCONTRACTS AI\D OTHER AGREEMENTS 9.1 Those portions of the Work that Contractor does not customarily perform with Contractor's own personnel shall be performed under subcontracts and (or) by other appropriate agreements with Contractor (individually a ooSubcontract" and collectively "Subcontractso'). 9.2 All Subcontracts shall conform to provisions of this Agreement, and shall comply with all applicable federal and state laws and shall provide that such Subcontracts shall be governed by the laws of the State of Colorado. By an appropriate wriffen agreement, Contractor shall require the subcontractor to the extent of the Work to be performed by the subcontractor, to be bound to Contractor by the terms of the Contract Documents and to assume toward Contractor all the obligation and responsibility which Contractor, by these Documents, assumes towards Owner. Said agreement shall preserve and protect the rights of Owner under the Contract Documents with respect to the Work to be performed by the subcontractor so that the subcontracting thereof will not prejudice such rights. Contractor shall require each subcontractor to enter into similar agreements with its subcontractors. Contractor shall make available to each proposed subcontractor, prior to LL the execution of the subcontract, the Contract Documents to which the subcontractor will be bound by this paragraph 9.2. Each subcontractor shall similarly make copies of such Contract Documents available to its subcontractors. Owner shall have the right to review and approve each form of Subcontract. 9.3 Contractor shall be responsible to Owner for the acts and omissions of its agents, employees, suppliers, subcontractors performing Work under a contract with Contractor and such subcontractorso lower-tier subcontractors, agents and employees. 9.4 Nothing contained in the Contract Documents shall be deemed to create any contractual relationship between any subcontractor of any tier and Owner. ARTICLE 10 - MISCELLANEOUS 10.1 No assignment by a party hereto of any rights under, or interests in the Contract Documents will be binding on another party hereto without the written consent of the party sought to be bound; and specifically, but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents. Notwithstanding the foregoing, Contractor agrees that the State, in its sole discretion, may direct Owner to assign to the State all of its right, title and interest under any terminated contracts or agreements and Contractor hereby consents to such assignment. I0.2 Owner and Contractor each binds himself, his partners, successors, assigns and legal representatives to the other party hereto, in respect to all covenants, agreements, and obligations contained in the Contract Documents. 10.3 Sections 105.22,105.23 and I05.24 of the Colorado Department of Transportation Standard Specifications for Road and Bridge Construction (2011) shall be of no force and effect unless expressly agreed to by OWNER in its sole discretion. All claims, disputes, controversies and other matters in question between OWNER and CONTRACTOR shall, in the first instance, be subject to good faith negotiations between the parties. Either party may noti$ the other of a claim or dispute. Within ten (10) days after delivery of such notification, or such longer period as the parties may mutually agree, the parties shall meet in good faith to resolve any claims or disputes. In the event the parties cannot reach an agreement, any remaining claims, disputes and controversies related to the Contract Documents, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado. 10.4 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. t2 10.5 This Agreement shall be governed by the laws of the State of Colorado. Jurisdiction and venue of any suit, right, or cause of action arising under, or in connection with this Agreement shall be exclusive in the District Court for Eagle County, Colorado. 10.6 This Agreement supersedes all previous communications, negotiations and/or contracts between the respective parties hereto, either verbal or written, and the same not expressly contained herein are hereby withdrawn and annulled. This is an integrated agreement and there are no representations about any ofthe subject matter hereofexcept as expressly set forth in the Contract Documents. 10.7 Any notice and all written communications required under this Agreement shall be (i) personally delivered, (ii) mailed in the United States mails, f,rrst class postage prepaid, or (iii) transmitted by facsimile machine together with a hard copy conveyed by delivery or mail, to the appropriate party at the following addresses: County: Taylor Ryan, Staff Engineer Eagle County, Colorado 500 Broadway P. O. Box 850 Eagle, CO 81631 Telephone: (97 0) 328-8562 Fax: (970) 328-8789 Contractor: Josh Miller Oldcastle SW Group, Inc. dba United Companies 2273 River Road Grand Junction, CO 81505 Telephone: (970) 243-4900 Fax: (970) 243-5945 Notices delivered in person shall be effective as of the date of delivery, mailed notices will be deemed given three business days after the date of deposit in a regular depository of the United States Postal Service, and Fax notices will be deemed given upon transmission, if during business hours, or the next business day. Either party can change its address for notice by notice to the other in accordance with this paragraph. 10.8 PROHIBITIONS ON PUBLIC CONTRACT FOR SERVICES: As used in this section 10.8, the term undocumented individual will refer to those individuals from foreign countries not legally within the United States as set forth in C.R.S. 8-17.5-101 et. seq. If Contractor has any employees or subcontractors, Contractor shall comply with C.R.S. $ 8-17.5-10I, et seq., and this Contract. By execution of this With a copy to: Eagle County Attorney P.O. Box 850 500 Broadway Eagle, CO 81631 Telephone: (970) 328-8685 Fax: (970) 328-8699 13 B. Contract, Contractor certifies ttrat it does not knowingly employ or contract with an undocumented individual who will perform under this Contract and that Contractor will participate in the E-verifu Program or other Department of Labor and Employment program ("Department Program") in order to confirm the eligibility of all employees who are newly hired for employment to perform work under this Contract. A. Contractor shall not: C. (i) Knowingly employ or contract with an undocumented individual to perform work under this contract for services; or (ii) Enter into a contract with a subcontractor that fails to certi$ to the Contractor that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the public contract for services. Contractor has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under this Contract through participation in the E-verifu Program or Departrnent Program, as administered by the United States Deparftnent of Homeland Security. Information on applying for the E-verifii program can be found at: http ://www. dhs. eov/xprevproVpro grams/ gc- I 1 8 5 22 I 67 8 1 5 0. shtm. Contractor shall not use either the E-verifu program or other Department Program procedures to undertake pre-employment screening of job applicants while the public contract for services is being performed. If Contractor obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an undocumented individual, the Contractor shall be required to: (i) Notiff the subcontractor and the County within three days that the Contractor has actual knowledge that the subcontractor is employing or contracting with an undocumented individual; and (ii) Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (D) the subcontractor does not stop employing or contracting with the undocumented individual; except that the Contractor shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an undocumented individual. The Contractor shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. $ 8-17.5-102(5). D. If Contractor violates these prohibitions, the County may terminate the contract for a breach of the contract. If the contract is so terminated specifically for a breach of this provision of this Contract, the Contractor shall be liable for actual and consequential damages to the County as required by law. The County will notiff the office of the Colorado Secretary of State if Contractor violates this provision of this Contract and the County terminates the Contract for such breach. 10.9 Contractor shall make, keep maintain and allow inspection and monitoring by the County, State and federal government 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 delivery of services or goods hereunder. Contractor shall maintain such records until the last to occur of the following: (i) a period of three years after the date of this Agreement is completed or terminated, or (ii) three years after final payment is made hereunder, whichever is later, or (iii) for such further period as may be necessary to resolve any pending matters, or (iv) if an audit is occurring, or if Contractor 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"). The County, State and the federal govemment, or any of their duly authorized representatives, shall have the right to audit, inspecto examine, excerpt, copy and/or transcribe records related to this Agreement during the Record Retention Period. Contractor must maintain an established accounting system that complies with generally accepted accounting principles. Records related to disputes arising out of this Agreement shall be maintained and made available until such disputes have been resolved. As used in this provision, "records" includes books, papers, records, documents, accounting procedures and practices, and other data, regardless of the type and regardless of whether such items are in written form, in the form of computer data, or in any other form. Further, the State may conduct an audit pursuant to C.R.S. 24-103-601. Contractor shall maintain all records and other evidence sufficient to reflect costs claimed to have been incurred or anticipated to be incurred directly or indirectly in performance of this Agreement. County, State, and the federal government, including the Comptroller General of the United States or any of their duly authorized representatives, shall have the right to examine and audit those records at any time, or from time to time. The right of examination shall include inspection at all reasonable times at the offices of Contactor or sub-contractors responsible for the Project. Contractor will be required to submit cost or pricing data and supporting information in connection with any invoice relating to this Agreement if requested by County. This section shall not be construed to require Contractor or its sub-contactors to create or maintain any record that they do not maintain in the ordinary course of business pursuant to F. G. 15 a provision of law, provided that those entities maintain records which conform to generally accepted accounting practices. Contractor shall insert a clause containing the terms of this section in all contracts or sub-contracts that exceed $100,000. Contractor shall permit the County, State or federal govemment, or any other duly authorized agent of a govemment agency, in their sole discretion, to monitor all activities conducted by the Contractor pursuant to the terms of this Agreement using any reasonable procedure, including, but not limited to: internal evaluation procedures, examination of progftlm data, special analyses, on-site checking, formal audit examinations or any other procedures. All such monitoring shall be performed in a manner ttrat shall not unduly interfere with the Contractor's performance hereunder. 10.10 Any indemnity, warranty or guaranty given by Contractor to Owner under the Contract Documents shall survive the expiration or termination of the Contract Documents and shall be binding upon Contractor until any action thereunder is barred by the applicable statute of limitations or as otherwise expressly provided on the Contract Documents. 10.11 If Contractor brings to the performance of this Agreement a pre-existing patent or copyright, the Contractor shall retain all rights and entitlements to that pre-existing patent or copyright. Otherwise, it is expressly agreed that the work performed under this Contract is a work for hire. A. If any discovery or invention arises or is developed in the course of, or as a result of, Work or services performed under this Agreement, or in any way connected herewith, the Contractor shall refer the discovery or invention to the Owner's Project Manager for a determination whether patent protection will be sought in the name of the County and/or State or federal government. Any and all patent rights accruing under or in connection with the performance of this Agreement are hereby reserved to Owner and/or the State or federal government. In the event that any books, manuals, films, or other copyrightable material are produced, the Contractor shall notifi' the Owner. Any and all copyrights accruing under or in connection with the performance under this Agreement are hereby reserved to Owner and/or the State or federal government. All materials to which the Owner and/or the State and federal government is to have patent rights or copyrights shall be marked and dated by the Contractor in such a manner as to preserve and protect the legal rights of the Owner and/or the State and federal government. B. Prior to the initiation of services or Work under this Agreement, the Contractor shall disclose, in writing, all intellectual properties relevant to the performance of this Agreement which the Contractor knows, or should know, could give rise to a patent or copyright. The Contractor shall retain all rights and entitlements to any pre-existing intellectual property which is so disclosed. Failure to disclose will indicate that no such property exists. The Owner and/or the State and federal government shall then, under paragraph A above, have the right to all patents and copyrights which arise as a result of performance under this Agreement. L6 The terms and conditions specified in paragraphs A and B above shall also apply to any subcontract made under this Agreement. The Contractor shall be responsible for informing the subcontractor of the provisions of this section and obtaining disclosures. 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 Contractor in the performance of its obligations under this Agreement shall be the exclusive property of the County and/or State and all work product shall be delivered to Owner for delivery to the State upon completion or termination hereof. The Owner and 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 Contractor shall not use, willingly allow, cause or permit such Work Product to be used for any purpose other than the performance of the Contractor's obligations hereunder without the prior written consent of the Owner and the State. E. Notwithstanding anything to the contrary herein, and in addition to all other rights granted herein, a royalty-free, nonexclusive and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for government purposes (a) the copyright in any Work developed under this Agreement and (b) any rights of copyright to which Contractor purchases ownership with support under this Agreement is hereby granted to County, State and federal government. 10.12 All rights and title to works for hire under this Agreement, whether patentable or copyrightable or not, shall belong to the Owner and/or the State and federal govemment and shall be subject to the terms and conditions of this Agreement. The Contractor warrants that all materials produced hereunder will be of original development by the Contractor and will be specifically developed for the fulfillment of this Agreement and will not knowingly infringe upon or violate any patent, copyright, trade secret or other property right of any third party, and the Contractor shall indemniff and hold the Owner harmless from and against any loss, cost, liability or expense arising out of any breach or claimed breach of this warranty. 10.13 The signatories to this Agreement aver to their knowledge, no employee of the County has any personal or beneficial interest whatsoever in the Work or property described in this Agreement. The Contractor 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 Work and Contractor should not employ any person having such known interests. 10.14 In the event a change order or amendment to the Contract Documents is agreed to by the parties, the same shall be in writing and executed by both parties. Signature may be by Owner's Project Manager or the Eagle County Engineer within amounts budgeted and C. D. L7 appropriated for this Agreement. Any other change order or amendment shall occur in compliance with Owner's contract approval policy. [Remainder of page intentionally left blank] 18 IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first set forth above. EAGLE COUNTY, COLORADO By and through its Board of County Commissioners ATTEST Yy,lll1-tc $ 1 ,.-r-, i Clerk of the h\'.yf L t'Contractor": OLDCASTLE SW GROUP, INC I.INITED COMPANIES WRALYNNE MONGER NOTARYPUBUC STATEOFCOLORADO NOTARY lD #20144046989 [rVCmmhsiort STATE OF COLORADO COUNTY OF EAGLE ) ) ss: ) The foregoing instrument was acknowledged before me by Kyle Alpha as General Manager of Oldcastle SW Group, Inc dba United Companies thtsrZ4tu, daV of f/h,j.. ,2016. My commission expiresz j)ca,m b rl / /, 20 lKqm M 6ffiTf,l,l',"b f;io *tinu-3n R-''.1tr.e$n*; .nne McQueeney, Ch 19 [This pa ge intentionailyal."eft blb*] .1",'. " " i tii il; ' ; i 1 r i ii.lt, ,'- i'.. *. j.j '.: ,7ii b*.";l;,",' 20 EXHIBIT A VI. BID FORM The undersigned declares that it has carefully examined the bid information and the complete Solicitation, (The term solicitation means the complete invitation for bid) in submitting a bid for '6Construction of Safe Routes to School Improvements in the Edwards Area". The bidder's signature will be considered the bidder's acknowledgment of understanding and ability to comply with all items in this solicitation. If a bidder makes any changes or corrections to the bid documents (such as writing over a figure, etc.) such changes or corections must be initialed and person signing the offer prior to its submittal. The Bidder's proposal shall specif a unit bid price for each pay item. Failure to include unit bid prices for each bid item shall be cause for rejection of the Bidder's proposal. At the bid opening, the total bid will be read for each bidder. After all bids have been opened and read, the apparent low bidder will be announced. Sealed bids for the Construction of Safe Routes to School Improvements in the Edwards Area for Eagle County will be received by the Eagle County Engineering Department, Eagle County Building, Post office Box, 850, 500 Broadway, second Floor, Eagle, co 81631, UNTrL THURSDAY, MARCH 10, 2016 at 3:00 P.M at which time they will be publicly opened and read aloud. All bids must be enclosed in a sealed envelope marked "Construction of Safe Routes to School Improvements in the Edwards Area" in the bottom left-hand corner of the envelope. Any bids received after the above specified time will be immediately retumed to bidder unopened. All Bids are to be sent or delivered to: Mailing: Eagle County Engineering Department Post Office Box 850 Eagle, CO 81631 Physical: Eagle County Engineering Department 500 Broadway Second Floor Eagle, CO 81631 Monday through Friday, 8:00 a.m. to 5:00 p.m. A BID SECURITY in the form of a certified check, cashier's check or bid bond made payable to Eagle County in the amount of 5%o of your bid total must accompany your bid. The Successful Bidder will be required to furnish l00olo "Performance" and "Labor & Materials Paymenf' Bonds. Prospective bidders are hereby notified that in accordance with C.R.S. section 24-109-102, a protest must be submitted in writing within seven (7) working days after the aggrieved person knows or should know the white out. or dated by the 2L facts giving rise thercto. Pursuanl to C.R.S. section 24-109-104, if a protest is sustained and the protesting bidder should have been awarded the contract and was not, the protestor shall only be entitled to the reasonable costs incurred in connection with the solicitation, including bid preparation costs. No other costs shall be permitted, and reasonable costs shall not include attorney fees. The schedule required by Eagle County for the project is to reach a Substantial Completion milestone the construction effort, as defined in the Project Special Provision 105, Subsection 105.21, within FIFTY SIX (56) calendar days and to Final Acceptance for the project within EIGHTY FOUR (84) calendar days. TOTAL BID will be evaluated and awarded as follows: Eagle County anticipates awarding a contract to the lowest responsible and responsive bidder. Each bidder will provide pricing for each area listed in the following documentation. ITEM NO.DESCRIPTION UNIT ESTIMATED OUANTITY UNIT PRICE f,XTENDED cosT 201-00000 Clearins and Grubbins LS I 6.480.00 6.480.00 202-00200 Removalof Sidewalk SY 4 r92.00 768.00 202-00203 Removal of Curb and Gutter LF 40 14.40 -576.00 202-00220 Removal of Asphalt Mat SY 10 74.00 740.00 202-0s426 Sawine of Asphalt Material (4")LF 32 8_60 275.20 203-00000 Unclassifi ed Excavation (CIP)CY 54 8l .00 4-374.00 203-00060 Embankment Material (CIP)CY 70 36.50 2"555.00 203-00 1 00 Muck Excavation CY JI 75.50 2,'t91,50 203-0t597 Potholins HR 5 305.00 1.525.00 207-0020s Toosoil CY 25 77.00 I 9?_5.00 208-00002 Erosion Loe (12 Inch)LF 400 6.50 2-600.00 208-00045 Concrete Washout Structure EA 1 1 1:5 00 t.315.00 208-00050 Storm Drain Inlet Protection EA -170.00 i40 00 208-00 1 00 Removal and Disposal of Sediment LS I 7?5 nn r.735.00 208-00205 Erosion Control Supervisor Dav 40 88.-50 3.540.00 22 210-008 I 0 Reset Ground Si EA I 210-04010 Adiust Manholes EA I 215.00 215.t0 212-00050 Sod SF 6l 00 i.50 9.1 50.00 304-06001 Aggregate Base Course (Class 6)CY 140 95.00 13.300.00 403-34871 Hot Mix Asphalt (Grading SX) (75XPG58-28)Ton 125 135.00 16.87s.00 608-000 1 0 Concrete Curb Ramp SY a^245.00 5"880.00 608-000 1 5 Detectable Warnins SF 48 I05.00 5.040.00 614-0001 I Sign Panel (Class I)SF 38 21.75 826.s0 6 r 4-00040 Sien Post (Snecial)EA 5 44.50 222.50 6l 4-03 100 Concrete Footing (Traffic Signal Pole)EA 6 1.320.00 7.920.00 614-84100 Traffic Signal Pedestrian Pole Aluminum EA 6 820.00 4.920.00 614- School Zone Sign with Flashing Beacons (Solar Powered)EA 2 6.735.00 13.470.00 614- School Zone Sign with Flashing Beacons and Radar Sign (Solar Powered)EA i r 3.465.00 53.860.00 620-00000 Mobilization LS I 12.785.00 12.78s.00 620-04020 Sanitary Facility LS 1 t? ?5 83.25 625-00000 Construction Survins LS I 8.48s.00 8.485.00 627-30332 Preformed Plastic Pavement Marking (XWALK-STOP BAR)Oype lIl)SF 325 19.50 6.337.50 630-00007 Traffi c Control Insoection Day )33.30 r 66.50 630-00012 Traffic Control Manasement Day 5 55 5.50 2,777.50 630-80380 Traffic Cone Each 50 l5 57.50 630-80335 Barricade (Type 3 M- AXTemporarv)Each 2 I l.l5 22.30 630-80341 Construction Traffic Sign (Panel Size A)Each AAz.+12.25 294.00 630-80342 Construction Traffic Sign (Panel Size B)Each 5 55.75 23 700-70010 F/A Minor Contract Revisions Supplemental Bid Notes: (if applicable) The bidder understands that the bid quantities are estimated and that final payment will be based on actual field measured quantities. A. DBE Coal is 0.0% Oldcastle SW Grouo. Inc. dba United Comoanies COMPANY NAME TOTALBASX BID 214.464.00 24 EXHIBIT B THE CONTRACTOR hereby Certifies that at the time of this certification, the Contractor does not knowingly employ or contract with an illegal alien and that the contractor has participated or attempted to participate in the basic pilot program in order to verify that the Contractor does not employ any illegal aliens. "Basic pilot program" means the basic pilot employment verification program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, that is administered by the United States department of homeland security. lf awarded the contract, the undersigned hereby agrees to sign said Contract, and furnish the necessary bonds within fifteen (15) days of receipt of the "Notice of Award", of said contract, and to begin work within fifteen (15) days from the date of receipt of the "Notice to Proceed", reach a Substantial Completion milestone the construction effort, as defined in Project Special Provision 105, Subsection 105.2L, within FIFTY SIX (55) calendar days and to Final Acceptance for the project within EtGHTy FOUR (84) calendar days. The undersigned acknowledges and understands the terms, conditions, Specifications and all Requirements contained and/or referenced and is legally authorized by the bidder to make the above bid statements or representations. Please include originalsignature in i} Oldcastle SW Group, Inc. dba United Companies ^ C (-/ Z-ZV-16 (Name of Company) 2273 River Road (Signature){Date) (Address) Grand Junction. CO 81505 (City, State and Zip) Kyle Alpha, General Manager it is bound by allAmendments identified herein) AMENDMENT#1*lgD_ DATED: 2-14-16 AMINDMENT#2 )B b DATED: 3-(-lL 970-243-4900 (Telephone Number) 970-243-5945 BID FORM SIGNATURE PAGE By signing in this space, the contractor hereby certifies that this company is not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from bidding/proposing on g4y federal,county or municipal Invitations for Blds or Requests for Proposals. Contractor shall Signature Kyle Alpha General Manager 212812016 Date Title FEDTRALTAX ID # 84-0449536 This Company ls: Corporation X Individual_ Partnership_ tLC_ Offeror hereby acknowledges receipt of the following amendments, if applicable (Offeror agrees that 25 AMENDMENT#3 l8D o/i:ro: 3lzln *,*&*u,fu** a1 eb D*t/; b \, UQ 26 A. B. c. D. E. F. VII. BIDDING EXHIBITS Eagle County Bid Bond Eagle County Performance Bond Eagle County Labor & MaterialPayment Bond Minimum Insurance Requirements Lobbying Certificate Statement of Anticipated Sub-Contractors 27 I, A. EAGLE COUNTY BID BOND KNOW ALL MEN BY THESE PRESENTS, THAT: Oldcastle SW Group. Inc. dba United Companies (Name) 2273 River Road. Grand Junction, CO 8'1505 As Principal, hereinafter called Principal, and (Address) Ficlelily and Deposit Company of Maryland (SURETY Name) 1400 American Lane, Tower One, 18th Fl. Schaumburg, lL 60196 (SUREW Address) and AUTHORIZED TO DO BUSINESS lN THE STATE OF COLORADO, as Surety, hereinafter called Surety, are held firmly bound to the €AGLE COUNTY, COLORADO, as Obligee, hereinafter called the Obligee, in the sum of: (lnsert ProposalAmount in Words) 5 percent of total amount bid (S 5% of iotal bid Dounrs), lawful money of the United States of America, for payment of which sum well and truly to be made. the Principal and the Surety bind themselves, their heirs, executors, successors and assigns, jointly and severally, firmly by these presents. 2. WHEREAS, the Principal has submitted to the Obligee, a contract bid dated the 25th day ot February,2016 For the following conilact: Construction of Safe Routes to School NOW THEREFORE, TH! CONDITION Ol THIS OBLIGATION lS SUCH THAT, lf Principals bid is accepted by Obligee and Principal is awarded the contract in whole or in part, and the Principal shall enter into the contract with the Obligee in accordance with the terms oJ such bid, and give such Payment, Performance, and Maintenance bond or bonds as may be specified in the bidding or contract documents with good and sufficient surety for the faithful performance of such Contract and for the prompt payment of labor and material furnished in the prosecution thereof, or in the event of failure of the Principal to enter such contract and give such bond or bonds, if the Principal shall promptly pay q;ffi GRB\r Obligee the amount of this bond as set forth herein above, then this obligation shall be null and void, othenryp{jfr'.;.fiTia'C\, oblisation to remain in fullforce and effect. fN:SO"Akt.l..,]{.;, A corporation organized and existing under the laws of the State of: Maryland FoR: s166sstte sw Grouo. Inc. dba u.it"d6#:",S?N^Oi* s BY: f . :'.r YL ii6 'f, .v! r\ lT5: General Manaoer this ?€tt* dayof €tbroa"v/a FOR: rUetitv and DeDosit Companv of Marvland This Bond tr(is) E (is not) a SBA Guaranteed Bond. this 28th day of February, 2016 28 SURETY ACKNOWLEDGMENT STATE OF UTAH } couNrY oF sALr LAKE ) ss On this 25th day of FEBRUARY 2016, before me personally came TINA DAVIS to me known, who, being by me duly sworn, did depose and say that she is an Attorney-In-Fact of FIDELITY AND DEPOSIT CoMpANy oF MARyLAND th, corporation described in and which executed the within instrument; that she knows the corporate seal of said corporation, that the seal affixed to the within instrument is such corporate seal, and that she signed the said instrumenJ and affixed the said seal as Attorney-In-Fact of the Board of Direcfors of said corporaJion and by authority of this office under the Standing Resolutions thereof. l, ;, ;4i;:.: - "' - 1;;; ;;;,;' - -'i l, ,'. -;;ir.r;:t L:ii:'r.tsii'eLA?Tl-rER ! f \: l ; 'it l l : \i c(,i'ii,ril'Lioi N!(nbcr 655g59 |t r' \ !..*;lJi ,"*ci t,iy Cetnir:.:.ion Exprc3 r I fi.rl, ''.;,"'...: k.iv! 't;r'r J:,. !0i8 | t '' ..:-!.i,d' i;iila Oi U'reh il, rrrr 6 j1 11*., o- rl I o:3- 6 a - nr-r- r - o-l ZURICH AMf,R]CAI\ INSURANCE COMPANY COLONIAL AMERICAN CASUALTY AND SURETY COMPANY FIDEI,ITY AND DEPOSIT COMPAI{Y OF MARYLAND POWEROFATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the ZURICH AMERICAN INSURANCE COMPANY, a corporation of the State of New York, the COLONIAL AMERICAN CASUALTY AND SURETY COMPANI a corporation of the State of Maryland, and the FIDELITY AND DEPOSIT COMPAI.IY OF MARYLAND a corporation of the State of Maryland (herein collectively called the "Companies"), by THOMAS O. MCCLELLAN, Vice President, in pursuance of autbority granted by Article V, Section 8, of the By-Laws of said Companies, which are set forth on the reverse side hereof and are hereby certified to be in full force and effect on the date hereof, do hereby nominate, constitute, and appoint Tina DAVIS, Lisa HALL' Lindsey PLATTNER and Linda NIPPE& all of Salt Lake City' Utah' EACII its true and lawful agent and Attomey-in-Fact, to make, execute, seat and deliver, for, and on its behalf as surety, and as its act and deed: any and all bonds and undertakings, and the execution of such bonds or undertakings in purzuance of these presents, shall be as binding upon said Companies, as fully and amply, to all intents and purposes, as ifthey had been duly executed and acknowledged by the regularly elected officers of the ZttRlCH AMERICAN INSURANCE COMPANY at its office in New York, New York., the regularly elected officers of the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY at its office in Owings Mills, Maryland., and the regularly elected officers of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at its office in Owings Mills, Maryland., in their o5/n proper persons. The said Vice President does hereby ceftiry that the extract s* forth on the reverse side hereof is a Eue copy of Article V, Section 8, of the By-Laws of said Companies, and is now in force. IN WITNESS WHEREOF, the said Vice-President has hereunto subscribed hiVher names and afiixed the Corporate Seals of the said ZUR]CII AMERICAN INSURANCE COMPANY, COLONTAL AMERJCAN CASUALTY AND SURETY COMPATIY, ANd FIDTLITY AND DEPOSIT COMPAI.IY OF MARYLAND, this 24thday ofNovembcr, A.D. 2015. ATTEST: ZURICH AMERICAN INSURANCE COMPANY COLONIAL AMERICAIY CASUAI,TY AND SURETY COMPAI{Y FIDELITYAND DEPOSIT COMPAIYY OT MARYLAND @ffi*TF -t{ d w#'//,{ 3!i Yice President Thomas O. McClellan ,1 - A/^t,'r ,7fu)r*[/ v'w'*^>r'"''i;;ffi Maria D. Adamski, Notary Public My Commission Expires: July 8, 2019 I,t,qqfu Secrelary Michael McKibben State of Maryland County of Baltimore On tlis 24th day of November, A.D. 2015, before the subscriber, a Notary Public of the State of Maryland duly commissioned and qualified, THOMAS O, MCCLELLAN, Vice President, end MICHAEL MCKIBBEN, Secretery, of the Companies, to me personally known to be the individuals and officss described in and who executed the preceding instrument, and acknowledged the oxecution of same, and being by me duly swom, deposeth and saith, that hdshe is the said officer of the Company aforesaid, and that tbe seals aflixed to the preceding instrument are the Corporate Seals of said Companies, and that the said Corporate Seals and the signature as such officer were duly affrxed and subscribed to the said instrument by the authority and direction ofthe said Corporations. IN TESTIMONY WHEREOF, I have hereunto set my hand and aft:xed my Ofiicial Seal rhe day and year first above written. POA-F 020-8022W D, M IN IM UM I NSU RATVCF REQUIREMEA,TS The minimum insurance reguirements specified in the General Conditions, shall be carried by all contractors as specified in the County's solicitation package, Special Provisions and Standard Specifications. r Except for workers compensation and employer's liability insurance, Eagle Countv and the Colorado Department of Transportation (CDOTI must be named as an additional insured. Certificates of Insurance must be submltted upon execution of the Agreement by Contractor and provide 45 days' notice prior to any cancellation. All coverage furnished by contractor is primary, and that any insurance held by the Eagle County is excess and non-contributory. o The certificates of insurance shall provide that there will be no cancellation, reduction or modification of coverage without forty-five (45) days' prior written notice to Eagle County of anv cancellation. lf CONTRACTOR does not comply with this section, the County may, in addition to any other remedies it may have, terminate this Agreement, subject to any provision of this Agreement. The undersigned certifies and agrees to carry and maintain the insurance requirements indicated above throughout the contract Period of Performance. Oldcastle SW Group. Inc. dba United Companies (Name of Company) i2- > (Signature) Kyle Alpha, General Manager 2 -23-l L (Date) 32 Certifi cate of Insurance CERTIFICATEISISSUED AS A MA rANCE POLICY AND DOES NOT AI OF INFORMATION ONLY AND RTGHTS Ur{N YOU 'r'HE CERl'lFlCArE HOLDER. Illls Cll4lrIcALE lS N,qT-AN in si ruE POTI.IES iiSTT-D SSI.OW. POLICY LIMITS ARE NO LESS THAN THOSE LihertvMutual. |f- Liberty lUutual Inrurance Group Stan Esposito Pittsburgh /0387 AUTHoRIZEDREPRESENTATIVE 12 Federal Street, Ste. 310Pittsburgh PA 1312-5706 412-231-1331 OFFICE PHONE DATEISSUED 'l.his certificate is executed by LIBER'ry MUTUAL INSURANCE GROUP as rcspects such insurance as is afforded by those Companies NM 772 07-10 2goto61{lu,r{4lg/rs-9/!6-standaralLinits2/2lNicholasMisonils/r8/2or511:4?:l0AI'l(cDT)lPdgclofl This is to Certify thatr-lI Otdcastle SW Group, lnc., dba United Companies of I Mesa County 2273 River Road PO Box 3609 I GranO Junction, CO 81502t- NAMEAND ADDRXSS OF TNSURED INSUFANCX d;lilii;ft;,i-iJ;;i ;G;tit;t rcquitemdr, r".m or'coridirion of my coidact or other docrment wilh respecr to wbich this certificate may be issued. * IftL. oiln"u," "xpiralion date is contiuuous or extended lenn, you will be notified ifcoverage is lerninated or reduced before the certificate expiration date NOTICE OF CANCELLATION: (NOT APPLTCABLE UNLESS A NI'MBER OF DAYS lS ENTERED B^ELOW.) ijsl-<ins rHt SrarEp gxptr.ArtON DATE rHE COMPANY wtLL NOT CANCEL OR RSDUcE Tl{E rNdURANiii ArForoEo UNDER TIIE ABOVE POLICIES UNrIL Ar LEAS: 30 DAYs No'l'lcc OF SUCTI CANCELLATTON HAS BEEN MAILED TO: l-*o uoon Award of Project -1 )t-**,\ f**lr,tp Ei TYPE OF?OLICY EXP DATE E corlrm;ous E rxrexnso El polrcvrsnv POLICY NUMBER LIMIT OF LIABILITY WORKERS COMPENSATION 9t112016 wA7-C8D-004095-025 wc7-c8'1-004095-01 5 COVERAGE AFFORDED INDER I\'c LAW OF THE I'OLLOWING STATES: -025: All States except OH, ND, WA. WY -015: Wl EMPLOYERS LIABILITY ffiF''"'b" A-;;td-';;-' q,1- nnn nnn.^-, ^-^,, 3odily Injury By Disease g1 ,000,000 o.'i", u+i 3odily Irjury By Disease sl onn onn -_--.^___ COMMERCIAL CENERAL LIABILITY RI occutn<sNcr E clafiurs ra,q,Dp 911t2016 TB2-C81-004095-1 15 -Per Proiect Aggregate included. 3eaeral Aggregatc s2.000.000 Prodosts I Completed Oper0tions Aggegate $2,000,000 Sach Occurrence $2.000.000 RETRO DATE )ersonal&Advertisinglnjurv $2,000,000 perpenon/organizarion it|fr ".g"^1"^lr".risesRented,opL%i""'Exp:$5,000 AUTOMOBILE LIABILITY ElowNEo El HoN-owNuo M *rnro 9t112016 AS2-C8 1 -00 4095-125 Each Acidcnt-Sin,tle Lirnit $2,000.000 B.t. And P.D. combined Each Pcrson Each Accidelt or Occun3nce Each Accident or Occurretlce OTHER Automobile policy 9t1t20't5 - 91112016 AS2-C81 -054502-525 Phvsical Damaoe onlv -$1O.000 Como- -$10.000 Coll ' ADDITIONAI, COMMENTS E. CERTIFICATION OF F'EDERAL AID CONTRACTS (LOBBYtNG CERTtF|CAT|ON) Contractor certifies, by signing this Agreement, to the best of its knowledge and belief, that: No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any Federal loan, the entering into any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, Agreement, loan or cooperative agreement. Ifany funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or of Congress, or an employee of a Member of Congress in connection with this Federal contract, Agreement, loan or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL "Disclosure Form to Report Lobbying," in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agree by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub-recipients shall certify and disclose accordingly. Oldcastle SW Group, Inc. dba United Companies Sienature KyTe Alpha, General Manager 2 -zv- lb Date Name of Company 33 SLoRADo DEpARTMENT oF TRANSPoRTATIoN BIDDERS LIST TI,.IFbji,et r.rame anl NumFei';. ! .. ii.1 :-:: t . :- -:; r ',,...1., ''i: .*',:,.::i- Firm Name Email Work Propoeed (Select all thal apply) DBE (Y/N) Selccted (Y/N) r.: v.li 1!|.r, i:f ?..$f Jacob Davis Jity '1: irr:ij'f i.1. .il;ii;: iil:* 2125116 Date Estimator/Project Manager Worl< Prolosod Cangorles: 1. llateials and Supll€s 2. Ftagging and Tnlfic @nttol 3. Trucking ancl Hauling4. PrecaslConcrcte. Foundalions. and Foolings5. Qoncpte Pavit g. Flat\votk and Repah' 6- Liahlinq and Eleclical Z. Sr'-gns. Signal ,nslat/alio n, and Guarclrail L Fencing9. Builclings and Ve,lical Slruclurcs 10. Ulilily. Wator atcl Sell9r Lhes 1 1. Sh'ucluftl Slee/ 6nd Slee/ Rolnlorcentenl 12. Rinran ant) AnchoBd Ret€tiningwalls 13. LaDclscaDe ancl Etosion Conlrol 'l4. Sriclge ancl Bidge 0ackConstruclion 15. AsDhall Paviog t6. Roact and P,fting Lot Ma&ing 1 7. ChiD S€al. Cr€c* Soo1 Joit l Seal and cnc( Fiil 18. Btirlge Painting encl Coating 19. Staitway anc! Onramenlal tLletdl 20- Per4ing Lols and Conmercia, Srd€u/alrs 2l " Cleaing, Denolilion, Excavalion aild Eadhwork 22. Engineeing ard Suryeyirg Setvices 23. Pubilc Reletions and lnvolvetl,etil 24. Pilesancl DeeD Foundations 25. Waste Managemenl ancl Recycling 26. gta CleanUp 27. ilechanical and HVAC 28. Tunnel Const?cUon 29. Ptoliling ancl Gtinding 30. Enviroinwntal Heallh antl Safety Thls torm must be "ul CDOT Form #1413 01t14 STATEMENT OF ANTICIPATED SUB.CONTRACTORS SUBCONTRACTOR NAME:, T'U F,/^AA* ADDRESS: OA A{ ttaWcrq ITE CITY/STATE/ZIP: CONTACT NAME AN DESCRIPTION OF WORK: ANTICIPATED SUBCONTRACT AMOUNT $ SUBCONTMCTOR NAME:shle ADDRESS: F,> CITY/STATE/ZIP: CONTACT NAME AND DESCRIPTION OF WORK: ANTICIPATED SUBCONTRACT AMOUNT $ SUBCONTRACTOR NAME: ADDRESS: IO KO I CIW/STATE/ZIP: CONTACT NAME AND PHONE NUMBER: DESCRIPTION OF WORK: ANTI CIPATED SUBCONTRACT SUBCONTMCTOR NAME: ADDRESS:Cn CITY/STATE/ZIP: CONTACT NAME AND PHONE NU DESCRIPTION OF WORK: ANTI CI PATED SUBCONTRACT SUBCONTRACTOR NAME: ADDRESS: clw/STATE/zrP CONTACT NAME AND PHONE NUMBER: DESCRIPTION OF WORK: ANTICIPATED SUBCONTRACT AMOUNT $ IF ADDITIONAL SUBCONTRACTORS ARE ANTICIPATED, LIST ON SEPARATE PAPER AND ATTACH TO THIS DOCUMENT. UPON REVIEW OF SUBCONTRACTOR LIST, EAGLE COUNTY RETAINS THE RIGHT TO APPROVE OR DISAPPROVE ANY SUBCONTRACTOR ON THIS LIST. NorE: suBcoNTRAcToRs SHALL ABIDE BY THE SAME GENERAL coNDtTtoNS AND CONTRACT TERMS AS CONTRACTOR. Oldcastle SW Group, Inc. dba United Companies CONTRACTOR NAME Kvle Alpha General Manager :,&s& 3 Title Authorized Signature and Date Contracts and Martcet Analysis Branch 4201 East Arlcansas Avenuo, ?'' Itloor Denver, Colorado 80222 Telephone: (303) ?57-9583 Fassimilc: (301) 757 -9867 Oldcastle SW GtnuP, Inc, 2273 River Roird Grand Junctioru CO 81505' Regards, PuA. Peter Avbenak " U Pre-Qual ification Administl ator nt@ lcoLoRADOrr UlJ {![\W I lenartmentotrransportation Ezv I Division of Prolectslpport March?7,2415 Limitr $unlimitod Vendor ID: 6724 Reference is made to your application for registration as a qualified bidder on Colorado Highway worlg dated March 16,2013. youi fite nus ueenre-viewed and deieimjned to be complete. Your firms Vendor ID is indicated abovo and mustbe shown on your bid proposal' Bids ftom a general conh?ctor will be received subject to any iimitation stated abovq and with due consicleratioi to the amount of *ork presently under contract, past performance on highway contracls, and the'contractor's firancial status at thdtime of Uiaaiog. It is finther undetstood that tho bidder has available the organization and equipmont adequate for any project on_which a bid is submitted; that the contractor's orga'iration and equipmont will be available toundertake ttre work on which bids are currently made, pri*ptly after awaid of conhact; and ftat the work will be cauied on expeditiously and under ptoper supervision, This notice supersedes all previous notices. This prequalification wi{ expire on April 30, 2016' Yor:. must fit" u orro appiication 17 days prior that time to Gmain current Itjis the contractor's sole responsibility to obtain and fiie the necessary forms each year pfior to expiration. Forms at e available on the Intemet at COLO RADO D EPARTMENT OF TRANSPORTATION ANTICIPATED DBE PARTICIPATION PLAN Biddor:Oldcastle SW Grouo. lnc- dba IJnited Comnanie Proiect:lsan eaan-nrn Contact:Ionnh f\a.'i"Project Code:t9)1 | Phone:970-243-4900 Date of Proposal:)D5116 Email:Ioenh Ira"i"rf,i"-i+-.1 Conlracl 6oal;O.Oo/" Prefened Contact Method:Region: DBE Firm Name Work to Be Performed Gommitment Amorrni Eligible Parlicioalion Total Eligible Parlicipation Total Bid Amounl Total Elisible Participation Percentage This sectlon must bo eigned by an Individual wlth the authorlty to bind tho Bldder. By signing ihis form, as an authorized repres6ntative of lhe Bidder, you declare under penalty of perjury in the second degree and any olher appllcable state or federal laws that th6 stalements made ln this document are true and complete to the best your knowlodge. Further, you attest that you have read the Standard Special Provision Disadvantaged Business Enierprise Requlrements and understand the following: CDOT shall not award a contract until it has been deterrnined lhat the contract goal has been met or that you have othen tise demonstrated good cause. Once your proposal has been submltled, commitments may not be modified or terminated without the approval of CDOT. lf selected as the lowest apparent bidder, you shall submit a Form 1415 tor each commitment listed above. lf you havo not met the contract goal, you will also be required to submit documentat:on of all good failh efforls lo meet the contract goal. It ls your responsibilily to ensuro that the selected DBEs are certitied for the work to be performed and that their eligible participation has been properly counted. For additional intormation and lnstructions on calculating eligible participation, see tho Standard Special Provision Disadvantaged Business Enterprise Requirements. Jacob Davis Estimator/Project Mgr <l r\;)t')\n6 Name Tifia " Slqnature Date Thle forn must be subrnltted by the proposal deailline. Civil Rights and Buslness Resource Oenter For CDOT proJects, subm it to cdot-hq-dbeforms@state.co.us. CDOT Form # 141401114 COLORADO DEPARTMENT OT TRANSPORTATION ANTI-COLLUSIO N AFFI DAVIT PROJECTNO. sAR C440-010 LOCATION Eagle, CO I heroby auest that I am the person responslble wlthln my lirm for the linal declslon as to lhe prlce(s) and amounl of lhls bid or, lf not, thst I have wrltten authorlzallon, enclosed herewllh, from that person to make the slalemBnts sot oul below on hls or her behalf and on behalf ol my firm. I fuflher atlest that:1. The prlce(s) and amount ol lhis bld have been arrlved at independently, wlthout consultallon, communlcatlon or agreimenl ior the purpose or wlth the effect of restrlctlng competltion with any other llrm or person who is a bidder or potentlal prime bldder. 2A. Nelther the prlce(s) nor the amount of thls bld have been dlsctosod to any othel lirm or person who ls a bldder or potental prime blddor on thls proj€ct, and will not be so disclosed prior to bld openlng. 28,. Nelther the prlces nor the amount of tho bld of any other llrm or person who ls a bidder or potential prime bldder on thls proloct have been disclosed to me or my lirm, 3A. No altempt has been mads to sollclt, cause or induc€ any ftrm or person who is a bldder or potentlal prime bidder to refraln lrom blddlng on this proloct, or to submit a bid higher than the bid of thie firm, or any Intentlonally high or non' competltiv€ bid or other form ol complementary bld, gB. No agreemenl has been promlsed or solicltod for any other llrm or porson who ls a bldder or potentlal prlme bldder on thls prolect to submii an htentlonally high, noncompstltlve or other form of complementary bid on lhis proieci. 4. The bid ol my flrm is made In good taith and nol plrsuant to.any consultallon, communlcatlon,.agreemenl or dlscussbn wiih, or inducemenior solicltation by or from any firm or person to submlt any Inlenilonally hlgh, noncom- petltlve or other lorm of complementrary bid. S. My firm has not olfered or entored lnto a subconlract or agre€mgnt regardlng the- purchase or sfle ol materials or sewlces from any firm or person, or oflered, plomlsed or pald cash or anythlng of value to any.flrm or person, wheher In conndcfion wlth thls or any oth6r prdoct, In considefallon tor an agreemenl or promlse by any flrm or . . . person lo refraln from biddlng or to submit any inlentionally high, noncompetitive or other lorm of complementary bld or agreelng or ptomlsing to do so on thls prolect. 6. My firm has nol accepted or beon promlsed any subcontract or agfaemenl regarding lhe sale of malerials or services to any flrm or person, and has nol been promlsod or paid cash or anythlng of value by any firm or.person, whother In corinection wnn tnf or any other proloci, In consldetation for my firm's submittlng any lntentlonally hlgh, noncompetitivo or othsr toffi of complementary bld, or agreelng or promlslng to do so, on this prolect' 7. I have made a dlllgent inqulry of all mombers, oflicers, employees. and agents ol my lhm wilh r€Gponslbltltles relating to the preparatlon, aiproval or submlsslon of my flrm's bld on thls prolect and have been advleed by each of them t-hat tre or she has not p-articipatsd In any communlcatlon, consullatlon, discussion, agreement, colluslon, or other conduct Inconslstont with any of the stalsments and r€presenlations made In thls aflidavit. g. I undersland and my flrm und€rstands lhat any misstatemenl In lhls affldavit ls and shall bo trealed as a lraudulent concealment lrom the Colorado Department ol Transportatlon, of the truo lacts relaling to submlsslon ol blds ior lhls conlract, I DECLAFE UNDER PENALW OF PERJURY IN THE SECOND DEGREE, AND ANY OTHER APPLICABLE STATE OR rEoinnl lAws, rHRr rHE sTATEMENTS MADE oN THts DocUMENT ARE TRUE AND coMPLETE To rHE BEsr OF MY KNOWLEDGE. coil€cloft tlm or comgsry mmo Oldoasilo SW Group, Inc. dba United Companies tt*r,"o,on" 2C-- q 2nsno$ Tlils Genaral Manager Iil mtraao:'e flm q conpsny nfi.. (lt lo&|t ventlrs.)By 0att nuo Sworn to belore mo this 25th day ot, February 2016 I - ,- ^ . -.-.' '- ' 'a^ 'aPa E**U=*Z*//z I r FU\ L I tIt\E tvt!rrr\2r.-r ' NOTARYPUBLIC STATEOFCOLORADO NOTARY lD#20144046989M"**ftd-i61pt"d - / 7>..-on6o- // 2/5 NOTE: Thls document must be slgned ln lnk' ., COOTFoTm 1606 1102 EXHIBIT C FHWA-1273 - Revised May 1,2012 REQUIRED CONTRACT PROVISIONS FEDERAL-AID CONSTRUCTION CONTRACTS l. Generalll. Nondiscriminationlll. Nonsegregated FacilitieslV. Davis-Bacon and Related Act ProvisionsV. Contract Work Hours and Safety Standards Act ProvisionsVl. Sublefting or Assigning the ContractVll. Safety: Accident Prevention Vlll. False Statements Conceming Highway ProjectslX. lmplementation of Clean Air Act and Federal Water Pollution Control ActX. Compliance with Governmentwide Suspension and Debarment RequirementsXl. Certification Regarding Use of Contract Funds for Lobbying ATTACHMENTS A. Employment and Materials Prefurence for Appalachian Development Highway System or Appalachian Local Access Road Contracts (included in Appalachian contracts only) I. GENERAL 1. Form FHWA-1273 must be physically incnrporated in each construction contract funded under Title 23 (excluding emergency contracts solely intended for debris removal). The contrac{or (or subcontractor) must insert this form in each subcontract and further require its inclusion in all lower tier subcontracts (excluding purchase orders, rental agreements and other agreements for supplies or services). The applicable requirements of Form FHWA-1273 are incorporated by reference for work done under any purchase order, rental agreement or agreement for other services. The prime contractor shall be responsible for compliance by any subcontractor, lower-tier subcontractor or service provider. Form FHWA-1273 must be included in all Federal-aid design- build contracts, in all subcontracts and in lower tier subcontracts (excluding subcontracts for design services, purchase orders, rental agreements and other agreements for supplies or services). The design-builder shall be responsible for compliance by any subcontractor, lower-tier subcontractor or service provider. Contracting agencies may reference Form FHWA-1273 in bid proposal or request for proposal documents, however, the Form FHWA-1273 must be physically incorporated (not referenced) in all contracts, subcontracts and lower-tier subcontracts (excluding purchase orders, rental agreements and other agreements for supplies or services related to a construction contract). 2. Subject to the applicability criteria noted in the following sections, these contract provisions shall apply to all work performed on the contract by the contractor's own organization and with the assistance of workers under the contractor's immediate superintendence and to all work performed on the contract by piecework, station work, or by subcontract. 3. A breach of any of the stipulations contained in these Required Contract Provisions may be sufficient grounds for withholding of progress payments, withholding of final payment, termination of the contract, suspension / debarment or any other action determined to be appropriate by the contracting agency and FHWA. 4. Selection of Labor: During the performance of this contract, the contractor shall not use convict labor for any purpose within the limits of a construction project on a Federal-aid highway unless it is labor performed by convicts who are on parole, supervised release, or probation. The term Federal-aid highway does not include roadways functionally classified as local roads or rural minor collectors. II. NONDISCRIMINATION The provisions of this section related to 23 CFR Part 230 are applicable to all Federal-aid construction contracts and to all related construction subcontracts of $10,000 or more. The provisions of 23 CFR Part 230 are not applicable to material supply, engineering, or architectural service contracts. In addition, the contractor and all subcontractors must comply with the following policies: Executive Oder 11246,41 CFR 60, 29 CFR 1625-1627, Title 23 USC Section 140, the Rehabilitation Act of 1973, as amended (29 USC 794), Title Vl of the Civil Rights Act of 1964, as amended, and related regulations including 49 CFR Parls 21 , 26 and 27; and 23 CFR Parts 200, 230, and 633. The contractor and all subcontractors must comply with: the requirements of the Equal Opportunity Clause in 41 CFR 60- 1.4(b) and, for all construction contracts exceeding $10,000, the Standard Federal Equal Employment Opportunity Construction Contract Specifications in 41 CFR 60-4.3. Note: The U.S. Department of Labor has exclusive authority to determine compliance with Executive Order 11246 and the policies of the Secretary of Labor including 41 CFR 60, and 29 CFR 1625-1627. The contracting agency and the FHWA have the authority and the responsibility to ensure compliance with Title 23 USC Section 140, the Rehabilitation Act of 1973, as amended (29 USC 794), and Title Vl of the Civil Rights Act of 1964, as amended, and related regulations including 49 CFR Pafts 21 , 26 and 27; and 23 CFR Parts 200, 230, and 633. The following provision is adopted from 23 CFR 230, Appendix A, with appropriate revisions to conform to the U.S. Department of Labor (US DOL) and FHWA requirements. 1. Equal Employment Opportunity: Equal employment opportunity (EEO) requirements not to discriminate and to take affirmative action to assure equal opportunity as set forth under laws, executive orders, rules, regulations (28 CFR 35, 29 CFR 1630, 29 CFR 1625-1627, 41 CFR 60 and 49 CFR 27) and orders of the Secretary of Labor as modified by the provisions prescribed herein, and imposed pursuant to 23 U.S.C. 140 shall constitute the EEO and specific affirmative action standards for the contractor's project activities under this contract. The provisions of the Americans with Disabilities Act of '1990 (42 U.S.C. 12101 et seq.) set forth under 28 CFR 35 and 29 CFR 1630 are incorporated by reference in this contract. In the execution ofthis contract, the contractor agrees to comply with the following minimum specific reouirement activities of EEO: a. The contractor will work with the contracting agency and the Federal Government to ensure that it has made every good faith effort to provide equal opportunity with respect to all of its terms and conditions of employment and in their review of activities under the contract. b. The contractor will accept as its operating policy the following statement: "lt is the policy of this Company to assure that applicants are employed, and that employees are treated dudng employment, without regard to their race, religion, sex, color, national origin, age or disability. Such action shall include: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for haining, including apprenticeship, pre-apprenticeship, and/or on-the- job training." 2. EEO Officer: The contractor will designate and make known to the contracting officers an EEO Ofiicer who will have the responsibility for and must be capable of effectively administering and promoting an active EEO program and who must be assigned adequate authority and responsibility to do so. 3. Dissemination of Policy: All members of the contractor's staff who are authorized to hire, supervise, promote, and discharge employees, or who recommend such action, or who are substantially involved in such action, will be made fully cognizant of, and will implement, the contractor's EEO policy and contractual responsibilities to provide EEO in each grade and classification of employment. To ensure that the above agreement will be met, the following actions will be taken as a minimum: a. Periodic meetings of supervisory and personnel office employees will be conducted before the start of work and then not less often than once every six months, at which time the contractor's EEO policy and its implementation will be reviewed and explained. The meetings will be conducted by the EEO Officer. b. All new supervisory or personnel office employees will be given a thorough indoctrination by the EEO Officer, covering all major aspects of the contractor's EEO obligations within thirty days following their reporting for duty with the contractor. c. All personnel who are engaged in direct recruitment for the project will be instructed by the EEO Officer in the contractor's procedures for locating and hiring minorities and women. d. Notices and posters sefting forth the contractor's EEO policy will be placed in areas readily accessible to employees, applicants for employment and potential employees. e. The contractor's EEO policy and the procedures to implement such policy will be brought to the attention of employees by means of meetings, employee handbooks, or other appropriate means. 4. Recruitrnent: When advertising for employees, the contractor will include in all advertisements for employees the notation: "An Equal Opportunity Employer." All such advertisements will be placed in publications having a large circulation among minorities and women in the area from which the project work force would normally be derived. a. The contractor will, unless precluded by a valid bargaining agreement, conduct systematic and direct recruitment through public and private employee referral sources likely to yield qualified minorities and women. To meet this requirement, the contractor will identify sources of potential minority group employees, and establish with such identified sources procedures whereby minority and women applicants may be referred to the contractor for employment consideration. b. In the eventthe contractor has a valid bargaining agreement providing for exclusive hiring hall referrals, the contractor is expected to observe the provisions ofthat agreement to the e)dent that the system meets the contractor's compliance with EEO contract provisions. Where implementation of such an agreement has the effect of discriminating against minorities or women, or obligates the contractor to do the same, such implementation violates Federal nondiscrimination provisions. c. The contractor will encourage its present employees to refer minorities and women as applicants for employment. Information and procedures with regard to referring such applicants will be discussed with employees. 5. Personnel Actions: Wages, working conditions, and employee benefits shall be established and administered, and personnel actions ofevery type, including hiring, upgrading, promotion, transfer, demotion, layoff, and termination, shall be taken without regard to race, color, religion, sex, national origin, age or disability. The following procedures shall be followed: a. The contractor will conduct periodic inspections of project sites to insure that working conditions and employee facilities do not indicate discriminatory treatment of project site personnel. b. The contractor will periodically evaluate the spread of wages paid within each classification to determine any evidence of discriminatory wage practices. c. The contractor will periodically review selected personnel actions in depth to determine whether there is evidence of discrimination. Where evidence is found, the mntractor will promptly take corrective action. lf the review indicates that the discrimination may extend beyond the actions reviewed, such corrective action shall include all affected persons. d. The contractor will prompfly investigate all complaints of alleged discrimination made to the contractor in connection with its obligations under this contract, will attempt to resolve such complaints, and will take appropriate conective action within a reasonable time. lf the investigation indicates that the discrimination may affect persons other than the complainant, such corrective action shall include such other persons. Upon completion of each investigation, the contractor will inform every complainant of all of their avenues of appeal. 6. Training and Promotion: a. The contractor will assist in locating, qualifying, and increasing the skills of minorities and women who are applicants for employment or curent employees. Such efforts should be aimed at developing fulljourney level status employees in the type of trade or job classification involved. b. Consistent with the contractor's work force requirements and as permissible under Federal and State regulations, the contractor shall make full use of training programs, i.e., apprenticeship, and on-the-job training programs for the geographical area ofcontract performance. In the event a special provision for training is provided under this contract, this subparagraph will be superseded as indicated in the special provision. The contracting agency may reserve training positions for persons who receive welfare assistance in accordance with 23 U.S.C. 140(a). c. The conhactor will advise employees and applicants for employment of available training programs and entrance requirements for each. d. The contractor will periodically review the training and promotion potential of employees who are minorities and women and will encourage eligible employees to apply for such training and promotion. 7. Unions: lf the contractor relies in whole or in part upon unions as a source of employees, the contractor will use good faith efforts to obtain the cooperation of such unions to increase opportunities for minorities and women. Actions by the contractor, either directly or through a contractor's association acting as agent, will include the procedures set forth below: a. The contractor will use good faith efforts to develop, in cooperation with the unions, joint training programs aimed toward qualiffing more minorities and women for membership in the unions and increasing the skills of minorities and women so that they may qualify for higher paying employment. b. The contractor will use good faith efforts to incorporate an EEO clause into each union agreement to the end that such union will be contractually bound to refer applicants without regard to their race, color, religion, sex, national origin, age or disability. c. The contractor is to obtain information as to the referral practices and policies of the labor union except that to the extent such information is within the exclusive possession of the labor union and such labor union refuses to furnish such information to the contractor, the contractor shall so certify to the contracting agency and shall set forth what efforts have been made to obtain such information. d. In the eventthe union is unable to provide the contractor with a reasonable flow of referrals within the time limit set forth in the collective bargaining agreement, the contractor will, through independent recruitment efforts, fill the employment vacancies without regard to race, color, religion, sex, national origin, age or disability; making full efforts to obtain qualified and/or qualifiable minorities and women. The failure of a union to provide sufficient referrals (even though it is obligated to provide exclusive referrals under the terms of a collective bargaining agreement) does not relieve the contractor ftom the requirements of this paragraph. In the event the union referral practice prevents the contractor from meeting the obligations pursuant to Executive Order'11246, as amended, and these special provisions, such contractor shall immediately notify the contracting agency. 8. Reasonable Accommodation for Applicants / Employees with Disabilities: The contractor must be familiar with the requirements for and comply with the Americans with Disabilities Act and all rules and regulations established there under. Employers must provide reasonable accommodation in all employment activities unless to do so would cause an undue hardship. 9. Selection of Subcontractors, Procurement of Materials and Leasing of Equipment: The contractor shall not discriminate on the grounds of race, color, religion, sex, national origin, age or disability in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The contractor shall take all necessary and reasonable steps to ensure nondiscrimination in the administration of this conhact. a. The contractorshall notify all potential subcontractors and suppliers and lessors of their EEO obligations under this contract. b. The contractor will use good faith efforts to ensure subcontractor compliance with their EEO obligations. 10. Assurance Required by49 CFR 26.13(b): a. The requirements of 49 CFR Part 26 and the State DOT'S U.S. DOT-approved DBE program are incorporated by reference. b. The contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the contracting agency deems appropriate. 1 1 . Records and Reports: The contractor shall keep such records as necessary to document compliance with the EEO requirements. Such records shall be retained for a period of three years following the date of the final payment to the contractor for all contract work and shall be available at reasonable times and places for inspection by authorized representatives of the contracting agency and the FHWA. a. The records kept by the contractor shall document the following: (1) The number and work hours of minority and non- minority group members and women employed in each work classification on the project; (2) The progress and efforts being made in cooperation with unions, when applicable, to increase employment opportunities for minorities and women; and (3) The progress and efforts being made in locating, hiring, training, qualifying, and upgrading minorities and women; b. The contractors and subcontractors will submit an annual report to the contracting agency each July for the duration of the project, indicating the number of minority, women, and non-minority group employees cunently engaged in each work classification required by the contract work. This information is to be reported on Form FHWA-1391 . The stafiing data should represent the project work force on board in all or any part of the last payroll period preceding the end of July. lf on-the-job training is being required by special provision, the contractor will be required to collect and report training data. The employment data should reflect the work force on board during all or any part of the last payroll period preceding the end of July. III. NONSEGREGATED FACILITIES This provision is applicable to all Federal-aid construction contracts and to all related construction subcontracts of $10.000 or more. The contractor must ensure that facilities provided for employees are provided in such a manner that segregation on the basis of race, color, religion, sex, or national origin cannot result. The contractor may neither require such segregated use by wriften or oral policies nor tolerate such use by employee custom. The contractor's obligation extends further to ensure that its employees are not assigned to perform their services at any location, under the contractor's control, where the fucilities are segregated. The term "facilities" includes waiting rooms, work areas, restaurants and other eating areas, time clocks, restrooms, washrooms, locker rooms, and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing provided for employees. The contractor shall provide separate or single-user restrooms and necessary dressing or sleeping areas to assure privacy between sexes. IV. DAVIS-BACON AND RELATED ACT PROVISIONS This section is applicable to all Federal-aid construction projects exceeding $2,000 and to all related subcontracts and lower-tier subcontracts (regardless of subcontract size). The requirements apply to all projects located within the right-of- way of a roadway that is functionally classified as Federal-aid highway. This excludes roadways functionally classified as local roads or rural minor collectors, which are exempt. Contracting agencies may elect to apply these reguirements to other projects. The following provisions are from the U.S. Department of Labor regulations in 29 CFR 5.5 "Contract provisions and related matters" with minor revisions to conform to the FHWA- 1273 format and FHWA program requirements. 1. Minimum wages a. All laborers and mechanics employed or working upon the site of the work, will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR part 3)), the tull amount of wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics. Contributions made or costs reasonably anticipated for bona fide fringe benefits under section 1(b)(2) ofthe Davis-Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph 1 .d. of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period' Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in 29 CFR 5.5(a)( ). Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided, That the employer's payroll records accurately set forth the time spent in each classification in which work is performed' The wage determination (including any additional classification and wage rates conformed under paragraph 1.b. of this section) and the Davis-Bacon poster (WH-1321) shall be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. b.(1 ) The contracting officer shall require that any class of laborers or mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting offcer shall approve an additional classification and wage rate and fringe benefits therefore only when the following criteria have been met: (i) The work to be performed by the classification requested is not performed by a classification in the wage determination; and (ii) The classification is utilized in the area by the construction industry; and (iii) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (2) lf the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor, Washington, DC 202'10. The Administrator, or an authorized representative, will approve, modifo, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30-day period that additional time is necessary. (3) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the contracting officer shall refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Wage and Hour Administrator for determination. The Wage and Hour Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the contracting oftcer or will notify the conhacting officer within the 30-day period that additional time is necessarv. (4) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs j.b.(2) or 1 .b.(3) of this section, shall be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. c. Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor shall either pay the benefit as stated in the wage determination or shall pay another bona fide fringe benefit or an hourly cash equivalent thereof. d. lf the contractor does not make payments to a trustee or other third person, the contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has found, upon the wriften request of the contractor, that the applicable standards ofthe Davis-Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. 2. Withholding The contracting agency shall upon its own action or upon wriften request of an authorized representative of the Department of Labor, withhold or cause to be withheld from the contractor under this contract, or any other Federal contract with the same prime contractor, or any other federally- assisted contract subject to Davis-Bacon prevailing wage requirements, which is held by the same prime contractor, so much of the accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the contractor or any subcontractor the full amount of wages required by the contract. In the event offailure to pay any laborer or mechanic, including any apprentice, trainee, or helper, employed or working on the site of the work, all or part of the wages required by the contract, the contracting agency may, after written notice to the contractor, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. 3. Payrolls and basic records a. Payrolls and basic records relating thereto shall be maintained by the contractor during the course ofthe work and preserved for a period of three years thereafter for all laborers and mechanics working at the site of the work. Such records shall contain the name, address, and social security number of each such worker, his or her correct classification, hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in section 1 (b)(2)(B) of the Davis-Bacon Act), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Secretary of Labor has found under 29 CFR 5.5(a)(1 )(iv) that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in section 1(bX2XB) of the Davis- Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benelits. Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of apprenticeship programs and certification of trainee programs, the registration of the apprentices and trainees, and the ratios and wage rates prescribed in the applicable programs. b.(1) The contractor shall submit weekly for each week in which any contract work is performed a copy of all payrolls to the contracting agency. The payrolls submifted shall set out accurately and completely all of the information required to be maintained under 29 CFR 5.5(a)(3)(i), except that tull social security numbers and home addresses shall not be included on weekly transmittals. Instead the payrolls shall only need to include an individually identifring number for each employee ( e.g. , the last four digits of the employee's social security number). The required weekly payroll information may be submifted in any form desired. Optional Form WH-347 is available for this purpose from the Wage and Hour Division Web site at http://www.dol.gov/esa/whd/forms/wh347instr.htm or its successor site. The prime contractor is responsible for the submission of copies of payrolls by all subcontractors. Contractors and subcontractors shall maintain the full social security number and current address of each covered worker. and shall provide them upon request to the contracting agency for transmission to the State DOT, the FHWA or the Wage and Hour Division of the Department of Labor for purposes of an investigation or audit of compliance with prevailing wage requirements. lt is not a violation of this section for a prime contractor to require a subcontractor to provide addresses and social security numbers to the prime contractor for its own records, without weekly submission to the contracting agency.. (2) Each payroll submifted shall be accompanied by a "Statement of Compliance," signed by the contractor or subcontractor or his or her agent who pays or supervises the payment of the persons employed under the contract and shall certify the following: (i) That the payroll for the payroll period contains the information required to be provided under 95.5 (aX3Xii) of Regulations, 29 CFR part 5, the appropriate information is being maintained under 95.5 (a)(3)(i) of Regutations, 29 CFR part 5, and that such information is correct and complete; (ii) That each laborer or mechanic (including each helper, apprentice, and trainee) employed on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirecily, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations, 29 CFR part 3; (iii) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into the contract. (3) The weekly submission of a properly executed certification setforth on the reverse side of Optional Form WH-347 shall satisfy the requirement for submission of the "statement of Compliance" required by paragraph 3.b.(2) of this section. (4) The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal prosecution under section 1001 oftitle 18 and section 231 of title 31 of the United States Code. c. The contractor or subcontractor shall make the records required under paragraph 3.a. of this section available for inspection, copying, or transcription by authorized representatives of the contracting agency, the State DOT, the FHWA, or the Department of Labor, and shall permit such reoresentatives to interview employees during working hours on the job. lf the contractor or subcontractor fails to submit the required records or to make them available, the FHWA may, after written notice to the contractor, the contracting agency or the State DOT, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available may be grounds for debarment action pursuant to 29 CFR 5.12. 4. Apprentices and trainees a. Apprentices (programs of the USDOL). Apprentices will be permifted to work at less than the predetermined rate for the work they performed when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Adminishation, Office of Apprenticeship Training, Employer and Labor Services, or with a State Apprenticeship Agency recognized by the Office, or if a person is employed in his or her first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Office of Apprenticeship Training, Employer and Labor Services or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice' The allowable ratio of apprentices to journeymen on the job site in any craft classification shall not be greater than the ratio permitted to the contractor as to the entire work force under the registered program. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. ln addition, any apprentice performing work on the job site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. Where a contractor is performing construction on a project in a locality other than that in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyman's hourly rate) specified in the contractor's or subcontractor's registered program shall be observed. Every apprentice must be paid at not less than the rate specihed in the registered program for the apprentice's level of progress, expressed as a percentage ofthe journeymen hourly rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. lf the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of ftinge benefits listed on the wage determination for the applicable classification. lf the Administrator determines that a different practice prevails for the applicable apprentice classification, fringes shall be paid in accordance with that determination. In the event the Offce of Apprenticeship Training, Employer and Labor Services, or a State Apprenticeship Agency recognized by the Office, withdraws approval of an apprenticeship program, the contractor will no longer be permitted to utilize apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. b. Trainees (programs of the USDOL). Except as provided in 29 CFR 5.16, trainees will not be permitted to work at less than the predetermined rate for the work performed unless they are employed pursuant to and individually registered in a program which has received prior approval, evidenced by formal certification by the U'S' Department of Labor, Employment and Training Administration. The ratio of trainees to journeymen on the job site shall not be greater than permitted under the plan approved by the Employment and Training Administration. Every trainee must be paid at not less than the rate specified in the approved program for the trainee's level of progress, expressed as a percentage ofthe journeyman hourly rate specified in the applicable wage determination. Trainees shall be paid fringe benefits in accordance with the provisions of the trainee program. lf the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits listed on the wage determination unless the Administrator of the Wage and Hour Division determines that there is an apprenticeship program associated with the corresponding journeyman wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed on the payroll at a trainee rate who is not registered and participating in a training plan approved by the Employment and Training Administration shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any trainee performing work on the iob site in excess of the ratio permitted under the registered program shall be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the Employment and Training Administration withdraws approval of a training program, the contractor will no longer be permifted to utilize trainees at less than the applicable predetermined rate for the work performed until an acceptable program is approved. c. Equal employment opportunity. The utilization of apprentices, trainees and journeymen under this part shall be in conformity with the equal employment opportunity reouirements of Executive Order 1 1246, as amended, and 29 CFR part 30. d. Apprentices and Trainees (programs of the U.S. DOT). Apprentices and trainees working under apprenticeship and skill training programs which have been certified by the Secretary of Transportation as promoting EEO in connection with Federal-aid highway construction programs are not subject to the requirements of paragraph 4 of this Section lV. The straight time hourly wage rates for apprentices and trainees under such programs will be established by the particular programs. The ratio of apprentices and trainees to journeymen shall not be greater than permitted by the terms of the particular program. 5. Compliance with Copeland Act requirements. The contractor shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this contract. 6. Subcontracts. The contractor or subcontractor shall insert Form FHWA-1273 in any subcontracts and also require the subcontractors to include Form FHWA-1273 in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in 29 CFR 5.5. 7. Contract termination: debarment. A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination ofthe contract, and for debannent as a contractor and a subcontractor as provided in 29 CFR 5.12. 8. Compliance with Davis-Bacon and Related Act requirements. All rulings and interpretations of the Davis- Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract. 9. Disputes concerning labor standards. Disputes arising out ofthe labor standards provisions ofthis contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts S, 6, and 7. Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and the contracting agency, the U.S. Department of Labor, or the employees or their representatives. 10. Certification of eligibility. a. By entering into this contract, the contractor certifies that neither it (nor he or she) nor any person or firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1 ). b. No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue ofsection 3(a) ofthe Davis-Bacon Act or 29 CFR 5.12(a)(1). c. The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001. V. CONTRACTWORKHOURSAND SAFEW STANDARDS ACT The following clauses apply to any Federal-aid construction contract in an amount in excess of $100,000 and subject to the overtime provisions of the Contract Work Hours and Safety Standards Act. These clauses shall be inserted in addition to the clauses required by 29 CFR 5.5(a) or 29 CFR 4.6. As used in this paragraph, the terms laborers and mechanics include watchmen and guards. 1. Overtime requirements, No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess offorty hours in such workweek. 2. Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (1 .) of this section, the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such tenitory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1 .) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (1 .) of this section. 3. Withholding for unpaid wages and liquidated damages. The FHWA or the contacting agency shall upon its own action or upon wriften request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfo any liabilities of such contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2.) of this section. 4. Subcontracts. The contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (1.) through (4.) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontfacts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (1 .) through (4.) of this section. VI. SUBLETTING OR ASSIGNING THE CONTRACT This provision is applicable to all Federal-aid construction contracts on the National Highway System. 1. The contractor shall perform with its own organization contract work amounting to not less than 30 percent (or a greater percentage if specified elsewhere in the contract) of the total original contract price, excluding any specialty items designated by the contracting agency. Specialty items may be performed by subcontract and the amount of any such specialty items performed may be deducted ftom the total original contract price before computing the amount of work required to be performed by the contractor's own organization (23 CFR 635.116). a. The term "perform work with its own organization" refers to workers employed or leased by the prime contractor, ancl equipment owned or rented by the prime contractor, with or without operators. Such term does not include employees or equipment of a subcontractor or lower tier subcontractol, agents of the prime contractor, or any other assignees. The term may include payments for the costs of hiring leased employees from an employee leasing firm meeting all relevant Federal and State regulatory requirements. Leased employees may only be included in this term if the prime contractor meets all of the following conditions: (1) the prime contractor maintains control over the supervision of the day-to-day activities of the leased employees; (2) the prime contractor remains responsible for the quality of the work of the leased employees; (3) the prime contractor retains all power to accept or exclude individual employees from work on the project; and (4) the prime contractor remains ultimately responsible for the payment of predetermined minimum wages, the submission of payrolls, statements of compliance and all other Federal regulatory requirements. b. "Specialty ltems" shall be construed to be limited to work that requires highly specialized knowledge, abilities' or equipment not ordinarily available in the type of contracting organizations qualified and expected to bid or propose on the contract as a whole and in general are to be limited to minor components of the overall contract. 2. The contract amount upon which the requirements set forth in paragraph (1) of Section Vl is computed includes the cost of material and manufactured products which are to be purchased or produced by the contractor under the contract provisions. 3. The contractor shall furnish (a) a competent superintendent or supervisor who is employed by the firm, has full authority to direct performance of the work in accordance with the contract requirements, and is in charge of all construction operations (regardless of who performs the work) and (b) such other of its own organizational resources (supervision, management, and engineering services) as the contracting officer determines is necessary to assure the performance of the contract. 4. No portion ofthe contract shall be sublet, assigned or otheMise disposed of except with the written consent of the contracting officer, or authorized representative, and such consent when given shall not be construed to relieve the contractor of any responsibility for the fulfillment of the contract. Written consent will be given only after the contracting agency has assured that each subcontract is evidenced in writing and that it contains all pertinent provisions and requirements of the prime contract. 5. The 30% self-performance requirement of paragraph ('t ) is not applicable to design-build contracts; however, contracting agencies may establish their own self-performance requirements. Vll. SAFETY: ACCIDENT PREVENTION T h i s p ro vi si o n i s applicabletoallFederal-aid construction contracts and to all related subcontracts. 1 . In the performance of this contract the contractor shall comply with all applicable Federal, State, and local laws governing safety, health, and sanitration (23 CFR 635). The contractor shall provide all safeguards, safety devices and protective equipment and take any other needed actions as it determines, or as the contracting officer may determine, to be reasonably necessary to protect the life and health of employees on the job and the safety of the public and to protect property in connection with the performance of the work covered by the contract. 2. lt is a condition of this contract, and shall be made a condition of each subcontract, which the contractor enters into oursuant to this contract, that the contractor and any subcontractor shall not permit any employee, in performance ofthe contract, to work in surroundings or under conditions which are unsanitary, hazardous or dangerous to his/her health or safety, as determined under construction safety and health standards (29 CFR 1926) promulgated by the Secretary of Labor. in accordance with Section 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 3704). 3. Pursuant to 29 CFR 1926.3, it is a condition of this contract that the Secretary of Labor or authorized representative thereof, shall have right of entry to any site of contract performance to inspect or investigate the matter of compliance with the construction safety and health standards and to carry out the duties of the Secretary under Section 1 07 of the Contract Work Hours and Safety Standards Act (40 u.s.c.3704). VIII. FALSE STATEMENTS CONCERNING HIGHWAY PROJECTS T h i s pro vi si o n i s applicabletoallFederal-aid construction contracts and to all related subcontracts' In order to assure high quality and durable construction in conformity with approved plans and specifications and a high degree of reliability on statements and representations made by engineers, contractors, suppliers, and workers on Federal- aid highway projects, it is essential that all persons concerned with the project perform their functions as carefully, thoroughly' and honestly as possible. Willful falsification, distortion, or misrepresentation with respect to any facts related to the project is a violation of Federal law. To prevent any misunderstanding regarding the seriousness of these and similar acts, Form FHWA-1022 shall be posted on each FederaFaid highway project (23 CFR 635) in one or more places where it is readily available to all persons concerned with the project: 18 U.S.C. 1020 reads as follows: "Whoever, being an officer, agent, or employee of the United States, or of any State or Territory, or whoever, whether a person, association, firm, or corporation, knowingly makes any false statement, false representation, or false report as to the character, quality, quantity, or cost of the material used or to be used, or the quantity or quality of the work perfonned or to be performed, or the cost thereof in connection with the submission of plans, maps, specifications, contracts, or costs of construction on any highway or related project submitted for approval to the Secretary of Transportation; or Whoever knowingly makes any false statement, false representation, false report or false claim with respect to the character, quality, quantity, or cost of any work performed or to be performed, or materials furnished or to be furnished, in connection with the construction of any highway or related project approved by the Secretary of Transportation; or Whoever knowingly makes any f;alse statement or false representation as to material fact in any statement, certificate, or report submifted pursuant to provisions of the Federal-aid Roads Act approved July 1 , 1 916, (39 Stat. 355), as amended and supplemented; Shall be fined under this title or imprisoned not more than 5 years or both." IX. IMPLEMENTATION OF CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT This provision is applicable to all Federal-aid construction contracts and to all related subcontracts. By submission of this bid/proposal or the execution of this contract, or subcontract, as appropriate, the bidder, proposer, FederaFaid construction contractor, or subcontractor, as appropriate, will be deemed to have stipulated as follows: 1. That any person who is or will be utilized in the performance of this contract is not prohibited from receiving an award due to a violation of Section 508 of the Clean Water Act or Section 306 of the Clean Air Act. 2. That the contractor agrees to include or cause to be included the requirements of paragraph (1) of this Section X in every subcontract, and further agrees to take such action as the contracting agency may direct as a means of enforcing such requirements. X. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILIW AND VOLUNTARY EXCLUSION This provision is applicable to all Federal-aid construction contracts, design-build contracts, subcontracts, lower-tier subcontracts, purchase orders, lease agreements, consultant contracts or any other covered transaction requiring FHWA approval or that is estimated to cost $25,000 or more - as defined in 2 CFR Parts 180 and 1200. 1. Instructions for Certafication - First Tier Participants: a. By signing and submitting this proposal, the prospective first tier participant is providing the certification set out below. b. The inability of a person to provide the certification set out below will not necessarily result in denial of participation in this covered transaction. The prospective first tier participant shall submit an explanation of why it cannot provide the certification set out below. The certification or explanation will be considered in connection with the department or agency's determination whether to enter into this transaction. However, failure of the prospective first tier participant to furnish a certification or an explanation shall disqualify such a person from participation in this transaction. c. The certification in this clause is a material representation of fact upon which reliance was placed when the contracting agency determined to enter into this transaction. lf it is later determined that the prospective participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the contracting agency may terminate this transaction for cause of default. d. The prospective first tier participant shall provide immediate written notice to the contracting agency to whom this proposal is submitted if any time the prospective first tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. e. The terms "covered transaction," "debarred," "suspended," "ineligible," "participant," "person," "principal," and "voluntarily excluded," as used in this clause, are defined in 2 CFR Parts 180 and 1200. "First Tier Covered Transactions" refers to any covered transaction between a grantee or subgrantee of Federal funds and a participant (such as the prime or general contract). "Lo\ /er Tier Covered Transactions" refers to any covered transaction under a First Tier Covered Transaction (such as subcontracts). "First Tier Participant" refers to the participant who has entered into a covered transaction with a grantee or subgrantee of Federal funds (such as the prime or general contractor). "Lower Tier Participant" refen any participant who has entered into a covered transaction with a First Tier Participant or other Lower Tier Participants (such as subcontractors and suppliers). f. The prospective first tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency entering into this transaction. g. The prospective first tier participant further agrees by submitting this proposal that it will include the clause tifleo "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transactions," provided by the department or contracting agency, entering into this covered transaction, without modification, in all rower tier covered transactions and in all solicitations for lower tier covered transactions exceeding the $25,000 threshold. h. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant is responsible for ensuring that its principals are not suspended, debarred, or otheruvise ineligible to participate in covered transactions. To verifu the eligibility of its principals, as well as the eligibility of any lower tier prospective participants, each participant may, but is not required to, check the Excluded Parties List System website (httos://www.eols.qovi), which is compiled by the General Services Administration. i. Nothing contained in the foregoing shall be construed to require the establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of the prospective participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. j. Except for transactions authorized under paragraph (f) of these instructions, if a participant in a covered transaction knowingly enters into a lower tier mvered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency may terminate this transaction for cause :::::''' 2. Certification Regarding Debalment, Suspension' Ineligibility and Voluntary Exclusion - First Tier Participants: a. The prospective first tier participant certifies to the best of its knowledge and belief, that it and its principals: (1) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded ftom participating in covered transactions by any Federal department or agency; (2) Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal ofiense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract uncler a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery' bribery, falsification or destruction of records, making false statements, or receiving stolen property; (3) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (aX2) of this certification; and (4) Have not within a three-year period preceding this application/proposal had one or.more public transactions (Federal, State or local) terminated for cause or default. b. Where the prospective participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal' 2. lnstructions for Gertification ' Lower Tier Participants: (Applicable to all subcontracts, purchase orders and other lower tier transactions requiring prior FHWA approval or estimated to cost $25,000 or more - 2 CFR Parts 180 and 1200) a. By signing and submitting this proposal, the prospective lower tier is providing the certification set out below. b. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. lf it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department, or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. c. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous by reason of changed circumstances. d. The terms "covered transaction," "debarred," "suspended," "ineligible," "participant," "person," "principal"' and "voluntarily excluded," as used in this clause, are defined in 2 CFR Parts 1 80 and 1 200. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. "First Tier Covered Transactions" refers to any covered transaction between a grantee or subgrantee of Federal funds and a participant (such as the prime or general contract). "Lovver Tier Covered Transactions" refers to any covered transaction under a First Tier Covered Transaction (such as subcontracts). "First Tier Participant" refers to the participant who has entered into a covered transaction with a grantee or subgrantee of Federal funds (such as the prime or general contractor). "Lower Tier Participant" refers any participant who has entered into a covered transaction with a First Tier Participant or other Lower Tier Participants (such as subcontractors and suppliers) e. The prospective lower tier participant agrees by submifting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated. f. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions exceeding the $25,000 threshold. g. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant is responsible for ensuring that its principals are not suspended, debarred, or otheMise ineligible to participate in covered transactions. To verifo the eligibility of its principals, as well as the eligibility of any lower tier prospective participants, each participant may, but is not required to, check the Excluded Parties List System website (httos://www.epls.qov/), which is compiled by the General Services Administration. h. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. i. Except for transactions authorized under paragraph e of these instructions, if a participant in a covered transaction knowingly enters into a lower tier @vered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or :::1':*' Gertifi cation Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Participants: 1. The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal department or agency. 2. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall aftach an explanation to this :::::" XI. CERTIFICATION REGARDING USE OF CONTRACT FUNDS FOR LOBBYING This provision is applicable to all Federal-aid construction contracts and to all related subcontracts which exceed $100,000 (49 cFR 20). 1. The prospeclive participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: a. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. b. lf any funds other than Federal appropriated funds have been paid or will be paid to any person for inffuencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. 2. 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 31 U.S.C. 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 3. The prospective participant also agrees by submitting its bid or proposal that the participant shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such recipients shall certify and disclose accordingly. 1',! ATTACHMENT A- EMPLOYMENT AND MATERIALS PREFERENCE FOR APPALACHIAN DEVELOPMENT HIGHWAY SYSTEM OR APPALACHIAN LOCAL ACCESS ROAD CONTRACTS This provision is applicable to all Federal-aid projects funded under the Appalachian Regional Development Act of 1965' 1 . During the performance of this contract, the contractor undertaking to do work which is, or reasonably may be, done as on-site work, shall give preference to qualified persons who regularly reside in the labor area as designated by the DOL wherein the contract work is situated, or the subregion, or the Appalachian counties of the State wherein the contract work is situated, except: a. To the extent that qualified persons regularly residing in the area are not available. b. For the reasonable needs of the contractor to employ superuisory or specially experienced personnel necessary to assure an efficient execution of the contract work. c. For the obligation of the contractor to offer employment to present or former employees as the result of a lawful collective bargaining contract, provided that the number of nonresident persons employed under this subparagraph (1 c) shall not exceed 20 percent of the total number of employees employed by the contractor on the contract work, except as provided in subparagraph (4) below. 2. The contractor shall place a job order with the State Employment Service indicating (a) the classifications of the laborers, mechanics and other employees required to perform the contract work, (b) the number of employees required in each classification, (c) the date on which the participant estimates such employees will be required, and (d) any other pertinent information required by the State Employment Service to complete the job order form. The job order may be placed with the State Employment Service in writing or by telephone. lf during the course of the contract work, the information submifted by the contractor in the original job order is substantially modified, the participant shall promptly notify the State Employment Service. 3. The contractor shall give full consideration to all qualified job applicants referred to him by the State Employment Service. The contractor is not required to grant employment to any job applicants who, in his opinion, are not qualified to perform the classification of work required. 4. lf, within one week following the placing of a job order by the contractor with the State Employment Service, the State Employrnent Service is unable to refer any qualified job applicants to the contractor, or less than the number requested, the State Employment Service will forward a certificate to the contractor indicating the unavailability of applicants. Such certificate shall be made a part of the contractor's permanent project records. Upon receipt of this certificate, the contractor may employ persons who do not normally reside in the labor area to fill positions covered by the certificate, notwithstanding the provisions of subparagraph (1c) above. 5. The provisions of 23 CFR 633.207(e) allow the contracting agency to provide a contractual preference for the use of mineral resource materials native to the Appalachian reglon. 6. The contractor shall include the provisions of Sections 1 through 4 of this Attachment A in every subcontract for work which is, or reasonably may be, done as on-site work. EXHIBIT D GENERAL CONDITIONS TO CONSTRUCTION AGREEMENT FOR CONSTRUCTION OF EDWARDS TO SAFEROUTES TO SCHOOL IMPROVEMENTS ARTICLE 1 - DEFINITIONS Wherever used in these General Conditions or in the other Contract Documents, the following terms have the meanings indicated which are applicable to both the singular and plural thereof: ADDENDA: Written or graphic instruments issued prior to the opening of bids which clarify, correct, or change the bidding documents or the Contract Documents. AGREEMENT: The written agreement between OWNER and CONTRACTOR covering the Work to be performed; other Contract Documents are attached to the Agreement and made a part thereof as provided therein. APPLICATION FOR PAYMENT: The form accepted by ENGINEER which is to be used by CONTRACTOR in requesting progress or final payment, and which is to include such supporting documentation as is required by the Contract Documents. BID: The offer or proposal of the bidder submitted on the prescribed form setting forth the prices for the Work to be performed. BONDS: Bid, performance, labor, materials and payment bonds, and other instruments of security. CHANGE ORDER: A written order to CONTRACTOR signed by OWNER authorizing an addition, deletion, or revision in the Work, or an adjustment in the Contract Price or the Contract Time issued after the effective date of the Agreement. All change orders shall be approved by the State of Colorado prior to execution by County and are subject to funds being budgeted an appropriated by the OWNER. CONTRACT DOCUMENTS: Those documents set forth in Article 7 of the Agreement. CONTRACT PRICE: The monies payable by OWNER to CONTRACTOR under the Contract Documents as stated in the Agreement. CONTRACT TIME: The number of days computed as provided in these General Conditions, or the date stated in the Agreement for the completion of the Work. CONTRACTOR: The person, firm, or corporation with whom OWNER has entered into the Asreement. DAY: A calendar day of twenty-four hours measured from midnight to the next midnight. DEFECTM: An adjective which, when modiffing the word "Work," refers to Work that is unsatisfactory, faulty or deficient, or does not meet the requirements of any inspection, test, or approval referred to in the Contract Documents, or has been damaged prior to ENGINEER'S recommendation of final payment or prior to the expiration of any applicable statute of limitations. DRAWINGS: Graphic and pictoral portions of the Contract Documents which show the character and scope of the Work to be performed including design, location and dimension of the Work including plans, elevations, sections, details, schedules and diagrams, and which have been prepared or approved by ENGINEER, and are referred to in the Contract Documents. EFFECTIVE DATE OF THE AGREEMENT: The date indicated in the Agreement on which it becomes effective. but. if no such date is indicated, it means the date on which the Agreement is signed and delivered by the last of the two parties to sign and deliver. ENGINEER: The person, firm or corporation to be identifred by OWNER. The ENGINEER may be a department employee of OWNER who may perform all or some of the duties of ENGINEER. but in such case shall exercise his duties in conformance with the standards applicable to independent professional engineers. FIELD ORDER: A written order issued by ENGINEER which orders minor changes in the Work in accordance with paragraph 10.2, but which does not involve a change in the Contract Price or the Contract Time. MODIFICATION: (a) A written amendment of the Contract Documents signed by both parties, or (b) a change order. The Contract Documents may only be amended by a modifrcation. A modification may only be issued after the effective date of the Agreement. The Contract Documents only create a contractual relationship between OWNER and CONTRACTOR. NOTICE OF AWARD: The written notice by OWNER to the apparent successful bidder stating that upon compliance by the apparent successful bidder with the conditions precedent enumerated therein, within the time specified by OWNER, will sign and deliver the Agreement. NOTICE TO PROCEED: A written notice given by OWNER to CONTRACTOR (with a copy to ENGNEER) fixing the date on which the Contract Time will commence to run, and on which CONTRACTOR shall start to perform his obligations under the Contract Documents. OWNER: The public body or authority, corporation, association, partnership, or individual with whom CONTRACTOR has entered into the Agreement, and for whom the Work is to be provided. PROJECT: The Edwards Safe Routes to School Improvements Project. The total construction of which the Work to be provided under the Contract Documents may be the whole or a part, as indicated elsewhere in the Contract Documents. RESIDENT PROJECT REPRESENTATIVE: The authorized representative of ENGINEER as approved by OWNER who is assigned to the site or any part thereof. SHOP DRAWINGS: All drawings, diagrams, illustrations, schedules, and other data which are specifically prepared by CONTRACTOR, a subcontractor, manufacturer, fabricator, supplier, or distributor to illustrate some portion of the work, and all illustrations, brochures, standard schedules, performance charts, instructions, diagrams, and other information prepared by a manufacturer, fabricator, supplier, or distributor and submitted by CONTRACTOR to illustrate material or equipment for some portion of the Work. SPECIFICATIONS: Those portions of the Contract Documents consisting of written technical descriptions of materials, equipment, construction systems, standards, and workmanship as applied to the Work and certain administrative details applicable thereto. SUBSTANTIAL COMPLETION: Substantial Completion shall occur as set forth in the Contract Documents including Colorado Department of Transportation Standard Specifications for Road and Bridge Construction (2011) and Project Special Provisions. WORI(: The entire completed construction or the various separately identifiable parts thereof required to be furnished under the Contract Documents. Work is the result of performing services, furnishing and incorporating materials and equipment into all construction, all as required by the Contract Documents or as may be reasonably inferable therefrom and includes all labor, materials, equipment and services provided or to be provided by CONTRACTOR or to fulfill CONTRACTOR' S obligations. ARTICLE 2 - PRELIMINARY MATTERS DELIVERY OF BONDS: 2.1 When CONTRACTOR delivers the executed Agreements to OWNER, CONTRACTOR shall also deliver to OWNER such bonds as CONTRACTOR may be required to furnish in accordance with paragraph 5.1. COPIES OF DOCUMENTS: OWNER shall furnish to CONTRACTOR up to ten (10) copies (unless otherwise specified herein) of the Contract Documents as are reasonable necessary for the execution of the Work. Additional copies will be furnished, upon request, at the cost of reproduction without markup thereon. COMMENCEMENT OF CONTRACT TIME; NOTICE TO PROCEED: 2.3 The Contract Time will commence upon issuance of a Notice to Proceed. A Notice to Proceed may be given at any time within thirty (30) days after the effective date of the Agreement. STARTING THE PROJECT: CONTRACTOR shall start to perform the Work on the date when the Contract Time commences to run, but no Work shall be done at the site prior to the date on which the Contract Time commences to run. 2.2 2.4 BEFORE STARTING CONSTRUCTION: 2.5 Before undertaking each part of the Work, CONTRACTOR shall carefully study and compare the Contract Documents and check and verifu pertinent figures shown thereon and all applicable field measurements. CONTRACTOR shall promptly report in writing to ENGINEER and OWNER any conflict, etror, or discrepancy which CONTRACTOR may discover; however, CONTRACTOR shall not be liable to OWNER or ENGINEER for failure to report any conflict, etror, or discrepancy in the Drawings or Specifications, unless CONTRACTOR had actual knowledge thereof, or should reasonably have known thereof. Within ten days after the effective date of the Agreement (unless otherwise specified in the Contract Documents) CONTRACTOR shall submit to ENGINEER and OWNER for review and acceptance an estimated progress schedule indicating the starting and completion dates of the various stages of the Work, a preliminary schedule of shop drawings submissions, and a preliminary schedule of values of the Work. When Contractor delivers the executed Agreement to OWNER, CONTRACTOR shall also deliver to OWNER, with a copy to ENGINEER, certificates of insurance (and other evidence of insurance requested by OWNER) which CONTRACTOR is required to purchase and maintain in accordance with Article 5 hereof. PRE.CONSTRUCTION CONFERENCE : 2.8 Within twenty days after the effective date of the Agreement, but before CONTRACTOR starts the Work at the site, a conference will be held for review and acceptance of the schedules referred to in paragraph 2.6, to establish procedures for handling shop drawings and other submittals, and for processing applications for payment, and to establish a working understanding among the parties as to the Work. ARTICLE 3 - CONTRACT DOCUMENTS: INTENT AND REUSE INTENT: 3.1 The Contract Documents comprise the entire agreement between OWNER and CONTRACTOR concerning the Work. They may be altered only by a Modification' 3.2 The Contract Documents are complementary; what is called for by one is as binding as if called forby all. If during the performance of the Work, CONTRACTOR finds a conflict, elror, or discrepancy in the Contract Documents, he shall report it to ENGINEER and OWNER in writing at once and before proceeding with the Work affected thereby; however, CONTRACTOR shall not be liable to OWNER or ENGINEER for failure to report any conflicts, etror, or discrepancy in the Specifications or Drawings unless CONTRACTOR had actual knowledge thereof, or should reasonably have known thereof. 3.3 The Contract documents include those documents set forth in Article 7 of the Agleement. 3,4 It is the intent of the Specifications and Drawings to describe a complete Project (or part thereof) to be constructed in accordance with the Contract Documents. Any Work that may reasonably be inferred from the Specifications or Drawings as being required to produce the intended result shall be supplied whether or not it is specifically called for. When words which have a well- known technical or trade meaning are used to describe work, materials, or equipment, such words 2.6 2.7 3.6 shall be interpreted in accordance with such meaning. References to codes of any technical society, organization, or association, or to the code of any governmental authority, whether such reference be specific or by implication, shall mean the latest standard specification, manual, or code in effect at the time of opening of bids (or on the effective date of the agreement if there were no bids), except as may be otherwise specifically stated. However, no provision of any referenced standard specification, manual, or code (whether or not specifically incorporated by reference in the Contract Documents) shall change the duties and responsibilities of OWNER, CONTRACTOR, or ENGINEER, or any of their agents or employees from those set forth in the Contract Documents. Clarifications and interpretations of the Contract Documents shall be issued by ENGINEER as provided for in paragraph 9.3. 3.5 The Contract Documents will be governed by the law of the place of the Project. REUSE OF DOCUMENTS: Neither CONTRACTOR nor any Subcontractor, manufacturer, fabricator, supplier, or distributor shall have or acquire any title to or ownership rights in any of the drawings, specifications, or other documents (or copies of any thereof) prepared by or bearing the seal of ENGINEER; and they shall not reuse any of them on extensions of the Project, or any other project, without written consent of OWNER and ENGINEER, and specific written verification or adaptation by ENGINEER. ARTICLE 4-AVAILABILITY OF LANDS: PHYSICAL CONDITIONS: REFERENCE POINTS AVAILABILITY OF LANDS: 4.1 OWNER shall furnish, as indicated in the Contract Documents, the lands upon which the Work is to be performed, rights-of-way for access thereto, and such other lands which are designated for the use of CONTRACTOR. Easements for permanent structures, or pennanent changes in existing facilities, will be obtained and paid for by OWNER, unless otherwise provided in the Contract Documents. If CONTRACTOR believes that any delay in OWNER'S furnishing these lands or easements entitles him to an extension of the Contract Time, CONTRACTOR may make a claim therefore as provided in Article 12. CONTRACTOR shall provide for all additional lands and access thereto that may be required for temporary construction facilities or storage of materials and equipment. PHYSICAL CONDITIONS: There are no reports ofinvestigations and tests ofsubsurface and latent physical conditions at the site or otherwise affecting cost, progress, or performance of the Work which have been relied upon by ENGINEER in the preparation of the Drawings and Specifications. Intentional ly Omitted. Differing Site Conditions. During progress of the Work, if subsurface or latent physical conditions are encountered at the site differing materially from those indicated in the Contract Documents or if unknown physical conditions of an unusual nature, differing materially from those ordinarily encountered and generally recognized as inherent in the Work provided for in the Contract Documents, are encountered at the site, the party discovering such conditions shall 4.2 4.3 4.4 4.5 promptly notifu the other party in writing of the specific differing conditions before the site is disturbed and before the affected Work is performed. Upon written notification, the ENGINEER will investigate the conditions, and if it is determined that the conditions materially differ and cause an increase or decrease in the cost or time required for the performance of any Work under the Contract Documents, an adjustment, excluding anticipated profits, will be made and the Contract modified in writing accordingly. The ENGINEER will notify the CONTRACTOR of the determination whether or not an adjustment of the Contract is warranted. No Contract adjustment which results in a benefit to the CONTRACTOR will be allowed unless the CONTRACTOR has provided the required written notice. No Contract adjustment will be allowed under this clause for any effects caused on unchanged Work. Suspension of Work ordered by ENGINEER. If the performance of all or any portion of the Work is suspended or delayed by the ENGINEER in writing for any unreasonable period of time (not originally anticipated, customary, or inherent to the construction industry) and the CONTRACTOR believes that additional compensation and/or Contract Time is due as a result of such suspension or delay, the CONTRACTOR shall submit to the ENGINEER in writing a request for adjustment within seven (7) calendar days of receipt of the notice to resume Work. The request shall set forth the reasons and support for such adjustment. Upon receipt, the ENGINEER will evaluate the CONTRACTOR'S request. If the ENGINEER agrees that the cost and/or time for the performance of the Contract has increased as a result of such suspension and the suspension was caused by conditions beyond the control ofand not the fault of the CONTRACTOR, its suppliers, or subcontractors at any approved tier, and not caused by weather, the ENGINEER, will make an adjustment (excluding profit) and modiff the Agreement in writing accordingly. The CONTRACTOR will be notified of ENGINEER's determination whether or not an adjustnent of the Agfeement is warranted. No Contract adjustment will be allowed unless the CONTRACTOR has submitted the request for adjustment within the time prescribed. No Contract adjustment will be allowed under this clause to the extent that performance would have been suspended or delayed by any other cause, or for which an adjustnent is provided or excluded under any other term or condition of this Contract. Significant changes in the character of the Work. The ENGINEER, reserves the right to make, in writing, at any time during the Work, such changes in quantities and such alterations in the Work as are necessary to satisfactorily complete the Project. Such changes in quantities and alterations shall not invalidate the Contract nor release the surety, and the CONTRACTOR agrees to perform the Work as altered. If the alterations or changes in quantities significantly change the character of the Work under the Contract Documents, whether such alterations or changes are in themselves significant changes to the character of the Work or by affecting other Work, cause such other work to become significantly different in character, an adjustment, excluding loss of anticipated profit, will be 4.6 made to the Agreement. The basis for the adjustment shall be agreed upon in writing prior to the performance of the Work. If a basis cannot be agreed upon, then an adjustment will be made either for or against the CONTRACTOR in such amount as the ENGINEER mav determine to be fair and equitable. If the alterations or changes in quantities do not significantly change the character of the Work to be performed under the Contract Documents, the altered Work will be paid for as provided elsewhere in the Agreement. The term "significant change" shall be construed to apply only to the following circumstances: (A) When the character of the Work as altered differs materially in kind or nature from that involved or included in the original proposed construction; or (B) When a major item of Work, is increased in excess of 125 percent or decreased below 75 percent of the original Contract quantity. Any allowance for an increase in quantity shall apply only to that portion in excess of 125 percent of original Contract item, quantity, or in case of a decrease below 75 percent,to the actual amount of Work performed. (C) A major item of Work is any item having an original contract value in excess of l0 % of the original contract amount. RBFERENCE POINTS: 4.7 CONTRACTOR shall provide surveying as required for the Project. CONTRACTOR shall be responsible for laying out the Work (unless otherwise specified herein), shall protect and preserve the established reference points, and shall make no changes or relocations without the prior written approval of OWNER. CONTRACTOR shall report to ENGINEER and OWNER whenever any reference point is lost or destroyed or requires relocation because of necessary changes in grades or locations, and shall be responsible for replacement or relocation ofsuch reference points by professional qualified personnel. ARTICLE s_BONDS AND INSURANCE PERFORMANCE AND OTHER BONDS: 5.1 CONTRACTOR shall furnish performance, labor and material, and payment bonds, each in an amount at least equal to 100% of the Contract Price as security for the faithful performance and payment of all CONTRACTOR'S obligations under the Contract Documents. These bonds shall remain in effect until after the date of final payment and all obligations of CONTRACTOR have been fulfilled. CONTRACTOR shall also furnish other bonds as are required by the Contract Documents. All bonds shall be in the forms prescribed by the Contract Documents, and be executed by such sureties as (a) are licensed to conduct business in the state where the project is located, and (b) are named in the current list of "Companies Holding Certificates of Aulhority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies" as published in Circular 570 (amended) by the Audit Staff Bureau of Accounts, U.S. Treasury Department. All bonds signed by an agent must be accompanied by a certified copy of the authority to act. The bonds shall be conditioned upon the faithful performance of the Contract Documents, and, in addition, shall provide that, if the CONTRACTOR or his or her subcontractor fails to duly pay for any labor, materials, team hire, sustenance, provisions, provender, or other supplies used or consumed by CONTRACTOR or his or her subcontractors in the performance of the Work contracted to be done or fails to pay any person who supplies laborers, rental machinery, tools, or 5.2 equipment, all amounts due as the result of the use of such laborers, machinery, tools or equipment in the prosecution of the Work, the surety will pay the same in an amount not "i""idittg the sum specified in the bond together with interest at the rate of eight percent per annum. Further, bonds shall be conditioned such that CONTRACTOR shall at all times promptly make payments of all amounts lawfully due to all persons supplying or furnishing such person or such pirson's subcontractors with labor, laborers, materials, rental machinery, tools, or equipment used or performed in the prosecution of the Work and CONTRACTOR shall indemnify and save County harmless to the extent of any payments in connection with the carrying out the Contract which County may be required to make under the law. Subcontractors, material men, mechanics, suppliers of rental equipment, and others may have a right of action for amounts lawfully due them from the Contractor or subcontractor directly against the principal and surety ofsuch bond. If the surety on any bond furnished by CONTRACTOR is declared bankrupt, or becomes insolvent, or its right to do business is terminated in any state where any part of the project is located, or it ceases to meet the requirements of clauses (a) and (b) of paragraph 5. I , CONTRACTOR shall within five days thereafter substitute another bond and surety, both of which shall be acceptable to OWNER. INSURANCE: 5.3 CONTRACTOR'S Liability Insurance: The CONTRACTOR shall purchase and maintain such insurance as will protect him from claims set forth below which may arise out of or result from the CONTRACTOR'S operations under the Agreement, whether such operations be by himself, or by any Subcontractor, or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable. All such insurance shall remain in effect until final payment, and at all times thereafter when CONTRACTOR may be correcting, removing, or replacing defective work. 5.3.1 Claims under Workmen's Compensation, disability benefits, and other similar employee benefit acts: 5.3.2 Claims for damage because of bodily injury, occupational sickness or disease, or death of his employees, and claims insured by usual personal injury liability coverage; 5.3.3 Claims for damage because of bodily injury, sickness or disease, or death of any person other than his employees, and claims insured by usual personal injury liability coverage; 5.3.4 Claims for damages because of injury to or destruction of tangible property, including loss of use resulting therefrom. Workmen's Compensation insurance shall provide coverage as required by the laws of the State of Colorado. Insurance covering claims for damages to persons or property required by the preceding paragraph(except subparagraph 5.3.1) shall be in the following minimum amounts: Bodily Injury Liability: Each Person: Each Accident or Occurrence: s1,000,000 $2,000,000 Property Damage Liability: Each Accident or Occurrence: Aggregate: Products and completed operations aggregate Employers Liability, including Occupational Disease $1,000,000 $2,000,000 $2,000,000 $500,000 Any one fire $50,000 If any aggregate limit is reduced below $1,000,000 because of claims made or paid, CONTRACTOR shall immediately obtain additional insurance to restore the full aggregate limit and furnish to OWNER a certificate or other document satisfactorv to OWNER showing compliance with this provision. Said insurance shall be furnished in types specified as follows: 5.3.5 CONTRACTOR'S Commercial General Liability Insurance written on ISO occurence form CG 0001 10/93 or equivalent, issued to and covering the liability for damage imposed by law upon the CONTRACTOR and each Subcontractor with respect to all Work performed by them under the Agreement and covering premises and operations, fire damage, independent contractors, products and completed operations, blanket liability, personal injury, and advertising liability. 5.3.6 Intentionally Omitted. 5.3.7 Completed Operations Liability Insurance issued to and covering the liability for damage imposed by law upon the CONTRACTOR and each Subcontractor arising between the date of final cessation of the Work, and the date of final acceptance thereof out of that part of the Work performed by each. Completed Operations coverage shall be provided for a minimum period of one year following Final Acceptance of the work. 5.3.8 Comprehensive Automobile Insurance covering any auto (including owned, hired and non-owned autos) shall be carried with a minimum limit of $1,000,000.00 each accident combined single limit. All liability and property damage insurance required hereunder shall be Comprehensive General and Automobile Bodily Injury and Property Damage form of policy. 5.3.9 Employer's Liability Insurance covering all of CONTRACTOR,s and any Subcontractor's employees acting within the course and scope of their employment. 5 .3 . I 0 Umbrella or Excess Liability Insurance with minimum limits of $ 1 ,000,000 as may be required by Colorado Department of Transportation Standard Specifications for Road and Bridge Construction (201 1). 5.3.11 Professional liability and such other insurance as may be required by Colorado Department of Transportation Standard Specifications for Road and Bridge Construction (201l). 5.4 5.5 Intentionally Omitted. Subcontractor's Insurance: Before permitting any of his Subcontractors to perform any Work under this Agreement, CONTRACTOR shall either (a) require each of his Subcontractors to procure and maintain during the life of his Subcontracts insurance consistent with the requirements of paragraph 5.3 and its subparts above, or (b) insure the activities of his Subcontractors in his own policy. Builder's Risk Insurance: Insofar as the Work to be performed under this Agreement consists entirely of new construction removed and separated from any existing facility used by OWNER, CONTRACTOR shall procure and maintain, for the duration of the Work of this Project, Builder's Risk Insurance, including the perils of fire, extended coverage (loss due to vehicles, explosion, wind, flood, riot, etc.), vandalism and malicious mischief, and special extended coverage (loss due to falling objects, collapse, water damage from faulty or leaking systems, etc.) in the full amount of the Contract Price plus the cost of authorized extras. Said amount of insurance coverage shall be considered to cover the insurable value of the Work under this Agreement which is considered not to exceed one hundred percent (100%) of the amount of this Agreement and authorized extras. Such policy shall not insure any tools or equipment, or temporary structures erected at the site and belonging to any person or persons, or their Subcontractors who are obliged by contract with the OWNER to do Work on the Projects. Such insurance shall be placed jointly in the names of the OWNER, State of Colorado - Department of Transportation, CONTRACTOR, and any and all Subcontractors, and any and all others obliged by contract with the OWNER to do Work on this Project and at the OWNER'S option, any other person or persons whom the OWNER deems to have an insurable interest in said property, or any part thereof, payable as their several interests may appear. CONTRACTOR shall fumish OWNER with certification of said insurance prior to commencement of any Work. Any proceeds obtained from insurance provided for by this paragraph shall be paid to and held by the OWNER as trustee. The OWNER shall have the right to withhold payment of such proceeds until such time as the Work destroyed or damaged and covered by such insurance shall be reconstructed and shall pay such proceeds on an installment basis similar to that provided for by progress payments covering the original Work. Certificates of Insurance: Certificates of Insurance acceptable to the OWNER shall be filed with the OWNER prior to commencement of the Work. These Certificates shall contain provisions naming the OWNER and the State of Colorado Department of Transportation as an additional insured under CONTRACTOR'S insurance, as more fully required by the General Conditions herein, and that coverage afforded under the policies will not be cancelled until at least forty-five (45) days prior written notice has been given the OWNER and the State of Colorado via certified mail. No later than fifteen (15) days prior to the expiration date of any such coverage, CONTRACTOR and any Subcontractor shall deliver to OWNER certificates of insurance evidencing renewals thereof. In addition, upon request by the State of Colorado at any other time during the term of the Agreement, CONTRACTOR and any Subcontractor shall, within ten (10) days of such request, supply to the State of Colorado and OWNER evidence satisfactory to the State of compliance with Article 5 and its subparts. CONTRACTOR and his Subcontractors shall not permit any of his Subcontractors to start Work until all required insurance has been obtained and certificates with the proper endorsements have been filed with the OWNER. Failure 5.6 5.7 of the CONTRACTOR to comply with the foregoing insurance requirement shall in no way waive the OWNER'S rights hereunder. 5.8 Intentionally Omitted. 5.9 Intentionally Omified. 5.10 Coverage required of CONTRACTOR and any of its subcontractors shall be primary over any insurance or self-insurance program carried by OWNER or the State of Colorado. 5.11 All insurance policies in any way related to this Agreement and secured and maintained by CONTRACTOR as required in this Article 5 shall include clauses stating that each carrier shall waive all rights of recovery, under subrogation or otherwise, against OWNER or the State of Colorado, its agencies, institutions, organizations, officers, agents, employees and volunteers. 5.12 OWNER and the State of Colorado-Departrnent of Transportation shall be named as additional insured on the Commercial General Liability (construction contracts require additional insured coverage for completed operations on endorsements CG 2010 l1l85, CG 2037 and GC 2503 or equivalent) and Automobile Liability Insurance policies. 5.13 Confactor shall insert a clause containing the terms of Article 5 and all its subparts in all contracts or sub-contracts, and all Subcontractors shall purchase and maintain the insurance on the terms and conditions as set forth herein. ARTICLE 6 _ CONTRACTOR'S RESPONSIBILITIES SUPERVISION AND SUPERINTENDENCE : CONTRACTOR shall supervise and direct the Work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract Documents. CONTRACTOR shall be solely responsible for the means, methods, techniques, sequences, and procedures of construction. CONTRACTOR shall not be responsible for the negligence of others in the design or selection of a specific means, method, technique, sequence, or procedure of construction which is indicated in and required by the Contract Documents. CONTRACTOR shall be responsible to see that the finished Work complies accurately with the Contract Documents. CONTRACTOR shall keep on the Work at all times during its progress a competent resident superintendent, who shall not be replaced without written notice to OWNER and ENGNEER except under extraordinary circumstances. The superintendent will be CONTRACTOR'S representative at the site and shall have authority to act on behalf of CONTRACTOR. All communications given to the superintendent shall be as binding as if given to CONTRACTOR. OWNER may demand removal of any of CONTRACTOR's employees, agents or sub-contractors whom the OWNER deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable, or whose continued relation to this Agreement is deemed contrary to the public interest or not in the OWNER's best interest. 6.2.1 CONTRACTOR shall maintain and deliver to OWNER a daily job report of Work performed, notable events and incidents, weather conditions, Subcontractor's performance, any 6.1 6.2 deficiencies (and the corrective actions taken), delays, and other information that OWNER may reasonably request. 6.2.2 CONTRACTOR will participate in meetings with OWNER at a specific date, time and place established by OWNER, and to deliver all attending parties current reports on the following items: progress payment requests; requests for information-current log; change requests- current log; submittals- current log; change orders- current list; claims- pending claims, notices of claims and any plans to file claims, if applicable, project progress report, job problems and quality control review and other information OWNER may reasonably request. LABOR, MATERIALS AIID EQUIPMENT: 6.3 CONTRACTOR shall provide competent, suitably qualifred personnel to survey and lay out the Work, and perform construction as required by the Contract Documents. CONTRACTOR shall at all times maintain good discipline and order at the site. Except in connection with the safety or protection of persons, or the Work, or property at the site or adjacent thereto, and except as otherwise indicated in the supplementary conditions, if any, all Work at the site shall be performed during regular working hours and CONTRACTOR will not permit overtime Work or the performance of Work on Saturday, Sunday, or any legal holiday without OWNER'S written consent given after prior written notice to ENGINEER. 6.4 Intentionally Omitted. 6.5 CONTRACTOR shall furnish all materials, equipment,labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, and sanitary facilities, and all other facilities and incidentals necessary for the execution, testing, initial operation, and completion of Work. 6.6 All materials and equipment shall be of good quality and new, except as otherwise provided in the Contract Documents. If required by OWNER or ENGINEER, CONTRACTOR shall furnish satisfactory evidence (including reports ofany required tests) as to the kind and quality of materials and equipment. 6.7 All materials and equipment shall be applied, installed, connected, erected, used, cleaned, and conditioned in accordance with the instructions of the applicable manufacturer, fabricator, supplier, or distributor, excq)t as otherwise provided in the Contract Documents. 6.8 CONTRACTOR shall replace supervision personnel as-needed based upon OWNER's assessment that the Project is not adequately staffed or the Work is not progressing adequately. 6.9 CONTRACTOR shall at all times maintain a full-time management and supervisory staff of competent persons at the Project site to coordinate and provide general direction of the Work and progress of subcontractors on the Project. 6.10 CONTRACTOR agrees that only competent and skilled workmen who satisfactorily perform their duties shall be employed on the Project and CONTRACTOR shall ensure that there are an adequate and competent supply of skilled workmen and materials as necessary to carry out the Work on a continuous basis. EQUIVALENT MATERIALS AND EQUIPMENT: 6.1 I Whenever materials or equipment are specified or described in the drawings or specifications by using the name of a proprietary item, or the name of a particular manufacturer, fabricator, supplier, or distributor, the naming of the item is intended to establish the type, function, and quality required. Unless the name is followed by words indicating that no substitution is permitted, materials or equipment of other manufacturers, fabricators, suppliers, or distributors may be accepted by ENGINEER and OWNER if sufficient information is submitted by CONTRACTOR to ENGINEER and OWNER to determine that the material or equipment proposed is equivalent to that named. The procedure for review by ENGINEER and OWNER will be as set forth in paragraphs 6.1 l.l and 6.1 1.2 below. 6. I I . I Requests for review of substitute items of material and equipment will not be accepted by ENGINEER or OWNER from anyone other than CONTRACTOR. If CONTRACTOR wishes to furnish or use a substitute item of material or equipment, CONTRACTOR shall make written application to ENGINEER and OWNER for acceptance thereof, certifring that the proposed substitute will perform adequately the functions called for by the general design, be similar and of equal substance to that specified and be suited to the same use and capable of performing the same function as that specified. The application will state whether or not acceptance of the substitute for use in the Work will require a change in the drawings or specifications to adapt the design to the substitute and whether or not incorporation or use of the substitute in connection with the Work is subject of payment of any license fee or royalty. All variations of the proposed substitute from that specified shall be identifred in the application and available maintenance, repair and replacement service will be indicated. The application will also contain an itemized estimate of all costs or savings that will result directly or indirectly from acceptance of such substitute, including costs of redesign and claims of other contractors affected by the resulting change, all of which shall be considered by ENGINEER and OWNER in evaluating the proposed substitute. ENGINEER may require CONTRACTOR to furnish, at CONTRACTOR'S expense, additional data about the proposed substitute. ENGINEER and OWNER will be the sole judge of acceptability, and no substitute will be ordered or installed without ENGINEER'S and OWNER's prior written acceptance. OWNER may notiff CONTRACTOR and ENGINEER in writing that CONTRACTOR is authorized to work with ENGINEER on substitutions as set forth herein and shall only be required to seek OWNERS approval under 6.1I when the requested substitute is significant and material to the Project. OWNER may require CONTRACTOR to furnish, at CONTRACTOR'S expense, a special performance guarantee or other surety with respect to any substitute. 6.11.2 ENGINEER will record time required by ENGINEER and ENGINEER'S consultants in evaluating substitutions proposed by CONTRACTOR and in making changes in the drawings or specifications occasioned thereby, whether or not ENGINEER or OWNER accepts a proposed substitute. CONTRACTOR shall reimburse OWNER for the charges of ENGINEER and ENGINEER'S consultants for evaluating any proposed substitute. CONCERNING SUBCONTRACTORS : 6.12 CONTRACTOR shall not employ any Subcontractor or other person or organization (including those who are to furnish the principal items of materials or equipment), whether initially or as a substitute, against whom OWNER or ENGINEER may have reasonable objection. A Subcontractor or other person or organization identified in writing to OWNER and ENGINEER by CONTRACTOR prior to the Notice of Award, and not objected to in writing by OWNER or ENGINEER prior to the Notice of Award, will be deemed acceptable to OWNER and ENGINEER. Acceptance of any Subcontractor, other person or organization by OWNER or ENGINEER shall not constitute a waiver of any right of OWNER or ENGINEER to reject defective work. If OWNER or ENGINEER, after due investigation, has reasonable objection to any Subcontractor, or other person or organization proposed by CONTRACTOR after the Notice of Award, CONTRACTOR shall submit an acceptable substitute, and the Contract Price shall be increased or decreased by the difference in cost occasioned by such substitution, and an appropriate change order shall be issued. CONTRACTOR shall not be required to employ any Subcontractor, other person or organization against whom CONTRACTOR has reasonable objection. 6.13 CONTRACTOR shall be fully responsible for all acts and omissions of his Subcontractors, and of persons and organizations directly or indirectly employed by them, and of persons and organizations for whose acts any of thern may be liable to the same extent that CONTRACTOR is responsible for the acts and omissions of persons directly employed by CONTRACTOR. Nothing in the Contract Documents shall create a contractual relationship between OWNER or ENGINEER and any Subcontractor or other person or organization having a direct contract with CONTRACTOR, nor shall it create any obligation on the part of OWNER or ENGINEER to pay or to see to the payment of any monies due any Subcontractor, or other person or organization, except as may otherwise be required by law. OWNER or ENGINEER may furnish to any Subcontractor or other person or organizatron, to the extent practicable, evidence of amounts paid to CONTRACTOR on account of specific Work done. 6.14 The divisions and sections of the specifications and the identifications of any drawings shall not control CONTRACTOR in dividing the Work among Subcontractors, or delineating the Work to be performed by any specific trade. 6.15 All Work performed for CONTRACTOR by a Subcontractor will be pursuant to an appropriate agreement between CONTRACTOR and the Subcontractor which specifically binds the Subcontractor to the applicable terms and conditions of the Contract Documents for the benefit of the OWNER and ENGNEER. CONTRACTOR shall pay each Subcontractor a just share of any insurance monies received by CONTRACTOR on account of losses under policies issued pursuant to paragraph 5.6. Notwithstanding anything herein to the contrary, CONTRACTOR shall certifu that each subcontract will be in the form of a written agreement containing all the requirements and applicable provisions of this Agreement or alternatively all subcontracts shall be subject to review and approval by OWNER. PATENT FEES AND ROYALTIES: 6.16 CONTRACTOR shall pay all license fees and royalties, and assume all costs incident to the use in the performance of the Work, or the incorporation in the Work of any invention, design, process, product, or device which is the subject ofpatent rights or copyrights held by others. If a particular invention, design, process, product, or device is specified in the Contract Documents for use in the performance of the Work, and if to the actual knowledge of OWNER or ENGINEER its use is subject to patent rights or copyrights calling for the payment of any license fee or royalty to others, the existence of such rights shall be disclosed by OWNER in the Contract Documents. CONTRACTOR shall indemnifu and hold harmless OWNER and ENGINEER and anyone directly or indirectly employed by either of them from and against all claims, damages, losses, and expenses (including attomey's fees) arising out of any infringement of patent rights or copyrights incident to the use in the performance of the Work, or resulting from the incorporation in the Work of any invention, design, process, product, or device not specified in the Contract Documents, and shall defend all such claims in connection with any alleged infringement of such rights. PERMITS: 6.17 Unless otherwise provided in the Contract Documents, CONTRACTOR shall obtain and pay for all construction permits and licenses. OWNER shall assist CONTRACTOR, when necessary, in obtaining such permits and licenses. CONTRACTOR shall pay all governmental charges and inspection fees necessary for the prosecution of the Work, which are applicable at the time of opening of bids. CONTRACTOR shall pay all charges of utility service companies for connections to the Work, and OWNER shall pay all charges of such companies for capital costs related thereto. LAWS AND REGULATIONS: 6.18 CONTRACTOR shall give all notices and comply with all laws, ordinances, rules, and regulations applicable to the Work. If CONTRACTOR observes that the specifications or drawings are at variance therewith, CONTRACTOR shall give ENGINEER and OWNER prompt written notice thereof, and any necessary changes shall be adjusted by an appropriate Modification approved by OWNER. If CONTRACTOR performs any Work knowing, or having reason to know, that it is contrary to such laws, ordinances, rules, and regulations, and without such notice to ENGINEER and OWNER, CONTRACTOR shall bear all costs arising therefrom; however, it shall not be CONTRACTOR'S primary responsibility to make certain that the specifications and drawings are in accordance with such laws, ordinances, rules, and regulations. TAXES: 6.19 CONTRACTOR shall pay all sales, consumer, use, and other similar taxes required to be paid by him in accordance with the law of the place of the Project. USE OF PREMISES: 6.20 CONTRACTOR shall confine construction equipment, the storage of materials and equipment, and the operations of workmen to areas permitted by law, ordinances, permits, or the requirements of the Contract Documents, and shall not unreasonably encumber the premises with construction equipment or other materials or equipment. 6.21 During the progress of the Work, CONTRACTOR shall keep the premises free from accumulations of waste materials, rubbish, and other debris resulting from the Work. At the completion of the Work, CONTRACTOR shall remove all waste materials, rubbish, and debris from and about the premises as well as all tools, appliances, construction equipment, and machinery, and surplus materials, and shall leave the site clean and ready for occupancy by OWNER. CONTRACTOR shall restore to their original condition those portions of the site not designated for alteration by the Contract Documents. 6.22 CONTRACTOR shall not load, nor permit any part of any structure to be loaded, in any manner that will endanger the structure, nor shall CONTRACTOR subject any part of the Work or adjacent property to stresses or pressures that will endanger it. 6.23 CONTRACTOR shall be responsible for removing all water and or mud interfering with the Work. 6.24 CONTRACTOR shall perform the Work so as not to interfere with or disrupt the business operations ofany adjacent businesses and recreation areas. 6.25 CONTRACTOR shall protect and prevent damage or disturbance to any trees or other vegetation as shown in the Contract Documents. 6.26 CONTRACTOR will locate all underground pipelines, conduits, ducts, cables, wires, manholes, vaults, tanks, tunnels, or other such facilities or attachments, and any easements containing such facilities, including those that convey electricity, gasses, steam, liquid petroleum products, telephone or other communications, cable television, water, wastewater, storin water, other liquids or chernicals, or traffic or other control systems which shall collectively be known as the "Underground Facilities" prior to performing the Work. Unless it is otherwise expressly provided in the Contract Documents: 6.26.1 OWNER shall not be responsible for providing any information to CONTRACTOR regarding the Underground Facilities; and 6.26.2 The cost of all of the following will be included in the Contract Price, and CONTRACTOR shall have full responsibility for: a. Locating all Underground Facilities b. Coordination of the Work with the owners of such Underground Facilities, including OWNER, during construction; and the safety and protection of all such Underground Facilities and repairing any damage thereto resulting from the Work. RECORD DOCUMENTS: 6.27 CONTRACTOR shall keep one record copy of all specifications, drawings, addenda, modifications, shop drawings, and samples at the site in good order and annotated to show all changes made during the construction process. These shall be available to ENGNEER and OWNER for examination and shall be delivered to ENGINEER for OWNER upon completion of the Work. SAFETY AIID PROTECTION: 6.28 CONTRACTOR shall be responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the Work. CONTRACTOR shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury, or loss to: 6.28.1 all employees and Subcontractors on the Work and other persons who may be affected thereby, 6.28.2 all the Work and all materials or equipment to be incorporated therein, whether in storage on or off the site. and 6.28.3 other property at the site, or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures, and utilities not designated for removal, relocation or replacement in the course of construction. CONTRACTOR shall comply with all applicable laws, ordinances, rules, regulations, and orders of any public body having jurisdiction for the safety of persons or properfy, or to protect them from damage, injury, or loss; and shall erect and maintain all necessary safeguards for such safety and protection. CONTRACTOR shall notifr owners of adjacent property and utilities when prosecution of the Work may affect them. All damage, injury, or loss to any propeny referred to in paragraph 6.28.2 or 6.28.3 caused, directly or indirectly, in whole or in part, by CONTRACTOR, any Subcontractor, or anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, shall be remedied by CONTRACTOR (except damage or loss attributable to the fault of Drawings or Specifications, or to the acts or omissions of OWNER or ENGINEER). CONTRACTOR'S duties and responsibilities for the safety and protection of the Work shall continue until such time as all the Work is completed and ENGINEER has issued a notice to OWNER and CONTRACTOR, in accordance with paragraph 14.13, that the Work is acceptable. 6'29 CONTRACTOR shall designate a responsible member of his organizationat the site whose duty shall be the prevention of accidents. This person shall be CONTRACTOR'S superintendent, unless otherwise designated in writing by CONTRACTOR to OWNER. EMERGENCIES: 6'30 In emergencies affecting the safety or protection of persons, or the Work, or property at the site or adjacent thereto, CONTRACTOR, without special instruction or authorization from ENGINEER to OWNER, is obligated to act to prevent threatened damage, injury, or loss. CONTRACTOR shall give ENGINEER and OWNER prompt written notice of any significant changes in the Work, or deviations from the Contract Documents caused therebv. SHOP DRAWINGS AND SAMPLES: 6.31 See Section 105.02 of "standard Specifications For Road and Bridge Construction", Colorado Department of Transportation, State of Colorado (201l). Notwithstanding anything to the contrary herein or Section 105.02, OWNER and the Colorado Department of Transportation shall approve all shop drawings. CONTINUING THE WORI(: 6.32 CONTRACTOR shall carry on the Work and maintain the progress schedule during all disputes or disagreements with OWNER. No Work shall be delayed or postponed pending resolution of any disputes or disagreements, except as CONTRACTOR and OWNER may otherwise agree in writing. INDEMNIFICATION: 6.33 To the fullest extent permitted by law, CONTRACTOR shall indemnifu and hold harmless OWNER, ENGINEER and the State of Colorado and its Department of Transportation, and their officials, agents and employees, from and against all suits, claims of any type or character, damages, liabilities, losses, and expenses including, but not limited to, attomey's fees and costs arising out of, or resulting from, the performance or non-perfornance of the Work, and including, but not limited to, claims, damages, liabilities, losses, or expenses attributable to bodily injury, sickness, disease, or death, or injury to or destruction oftangible property including the loss of use resulting therefrom or is caused, in whole or in part, by any negligent act or omission of CONTRACTOR, any Subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable. Nothing in the contract shall be interpreted that the OWNER waives its sovereign immunity granted under Colorado Governmental Immunity Act or other applicable law. CONTRACTOR shall also comply with all other indemnification requirements set forth in the Contract Documents. 6.34 In any and all claims against OWNER or ENGINEER, or any of their agents or employees, by any ernployee of CONTRACTOR, any Subcontractor, anyone directly or indirectly employed by any of ihem, or anyone for whose acts any of them may be liable, the indemnification obligation under paragraph 6.33 shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for CONTRACTOR or any Subcontractor under worker's or workmen's compensation acts, disability benefit acts, or other employee benefit acts. 6.35 The obligations of CONTRACTOR under paragraph 6.33 shall not extend to the liability of ENGINEER, his agents, or employees arising out of the ENGINEER'S preparation of maps, drawings, opinions, reports, Surveys, change orders, designs, or specifications. ARTICLE 7 - WORK BY OTHERS 7.1 OWNER may perform additional Work related to the Project by himself, or have additional work performed by utility service companies, or let other direct contracts therefore which shall contain general conditions similar to these. CONTRACTOR shall afford the utility service companies and the other contractors who are parties to such direct contracts (or OWNER, if OWNER is performing the additional work with OWNER'S employees) reasonable opportunity for the introduction and storage of materials and equipment, and the execution of work, and shall properly connect and coordinate his work with theirs. 7.2 If any part of CONTRACTOR'S Work depends, for proper execution or results, upon the work of any such other contractor or utility service company (or OWNER), CONTRACTOR shall inspect anb promptly report to ENGINEER and OWNER in writing any patent or apparent defects or deficiencies in such work that render it unsuitable for such proper execution and results. CONTRACTOR'S failure to so report shall constitute an acceptance of the other work as fit and proper for integration with CONTRACTOR'S Work, except for latent or non-apparent defects and deficiencies in the other work. 7.3 CONTRACTOR shall do all cutting, fitting, and patching of his Work that may be required to make its several parts come together properly and integrate with such other Work. CONTRACTOR shall not endanger any work of others by cutting, excavating, or otherwise altering their work, and will only cut or alter their work with the written consent of ENGNEER and the others whose work will be affected. 7.4 If the performance of additional work by other contractors or utility service companies or OWNER was not noted in the Contract Documents, written notice thereof shall be given to CONTRACTOR prior to starting any such additional work. If CONTRACTOR believes that the performance of such additional work by OWNER or others involves additional expense to CONTRACTOR, or requires an extension of the Contract Time, CONTRACTOR mav make a claim therefore as provided in Articles ll and 12. ARTICLE 8 - OWNER'S RESPONSIBILITIES 8.1 OWNER shall issue all communications to CONTRACTOR through ENGINEER. 8.2 In case of termination of the employment of ENGINEER, OWNER shall appoint an engineer whose status under the Contract Documents shall be that of the former ENGINEER. 8.3 OWNER and all of its employees and agents shall have the right to full access and use of the Project site. Such use shall not constitute acceptance of the Work or any part thereof, or waive any of OWNER'S rights or remedies under the Contract Documents. ARTICLE 9 - ENGINEER'S STATUS DURING CONSTRUCTION OWNER'S REPRESENTATIVE: 9.1 ENGINEER will be OWNER'S representative during the construction period as set forth in the Contract Documents. The duties and responsibilities and the limitations of authority of ENGINEER as OWNER'S representative during construction are set forth in the Contract Documents, and shall not be extended without written consent of OWNER and ENGINEER. Notwithstanding anything to the contrary herein, in all instances in the Contract Documents where ENGINEER has the authority to make decisions concerning quality of and acceptance of the Work performed by CONTRACTOR the ENGINEER shall first discuss such decision and proposed acceptance with OWNER and obtain its approval prior to communicating with the CONTRACTOR. Further, in all instances in the Contract Documents where ENGINEER has the authority to make a decision that impacts the Project budget or Contract Price or payment to the CONTRACTOR, then Engineer shall first discuss the payment or costs with OWNER and obtain its approval prior to approving any payment, additive or deductive Work. Further, the State of Colorado shall approve all change orders under this Agreement. This paragraph is not intended as and shall not be a waiver of ENGINEER'S responsibility for oversight of the Work. VISITS TO SITE: 9.2 ENGINEER will make visits to the site at intervals appropriate to the various stages of construction to observe the progress and quality of the executed Work and to determine, in general, if the Work is proceeding in accordance with the Contract Documents. ENGINEER will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. ENGINEER'S efforts will be directed toward providing for OWNER a greater degree of confidence that the completed Work will conform to the Contract Documents. On the basis ofsuch visits and on-site observations, as an experienced and qualified design professional, ENGINEER will keep OWNER informed of the progress of the Work, and will endeavor to guard owNER against defects and deficiencies in the work. CLARIFICATIONS AND INTERPRETATIONS: g.3 ENGINEER will issue, with reasonable promptness, such written clarifications or interpretations of the Contract Documents (in the form of drawings or otherwise) as ENGINEER may determine necessary, which shall be consistent with, or reasonably inferable from, the overall intent of the Contract Documents. If CONTRACTOR believes that a written clarification or interpretation justifies an increase in the Contract Price or Contract Time, CONTRACTOR may make a claim therefore, as provided in Article 11 or Article 12. REJECTING DEFECTIVE WORI(: g.4 ENGINEER after conferring and receiving approval of OWNER will have authority to disapprove or reject Work which is defective, and will also have authority to require special inspection or testing of the Work as fabricated, installed, or completed. SHOP DRAWINGS, CHANGE ORDERS, AND PAYMENTS: 9.5 In connection with ENGINEER'S responsibility for shop drawings and samples, see paragraph 6.31. 9.6 In connection with ENGINEER'S responsibilities as to change orders see Articles 10, 11, and 12. g.7 In connection with ENGINEER'S responsibilities in respect to applications for payment, etc., see Article 14. PROJECT REPRESENTATION: 9.8 ENGINEER may :utilize Resident Project Representative to assist ENGINEER in observing the performance of the Work. The duties, responsibilities, and limitations of authority of any such Resident Project Representative and assistants will be as provided in the Contract Documents. If OWNER designates another agent to represent him at the site who is not ENGINEER'S agent, the duties, responsibilities, and limitations of authority of such other person will be as provided the Contract Documents. DECISIONS ON DISAGREEMENTS: g.g ENGINEER will be the initial interpreter of the requirements of the Contract Documents and after first conferring with OWNER will judge of the acceptability of the Work thereunder. Claims, disputes, and other matters relating to the acceptability of the Work, or the interpretation of the requirements of the Contract Documents pertaining to the execution and progress of the Work, shall be referred initially to ENGINEER in writing with a request for a formal decision which ENGINEER will render in writing within a reasonable time after conferring with OWNER. LIMITATIONS ON ENGINEER'S RESPONSIBILITIES: 9.10 Neither ENGINEER'S authority to act under this Article 9, or elsewhere in the Contract Documents, nor any decision made by ENGINEER or OWNER in good faith either to exercise or not exercise such authority shall give rise to any duty or responsibility of ENGINEER or OWNER to CONTRACTOR, any Subcontractor, any manufacturer, fabricator, supplier, or distributor, or any of their agents or employees, or any other person performing any of the Work. 9.1 I Whenever, in the Contract Documents, the terms "as ordered", "as directed", "as required,,, ,oas allowed", or terms of like effect or import are used, or the adjectives "reasonable", "suitable,,, "acceptable", "proper", or "satisfacto t!" , or adjectives of like effect or import are used to describe requirement, direction, review, or judgment of ENGINEER as to the Work, it is intended that such requirement direction, review, or judgment will be solely to evaluate the Work for compliance with the Contract Documents (unless there is a specific statement indicating otherwise). The use of any such term or adjective never indicates that ENGINEER shall have authority to supervise or direct performance of the Work, or authority to undertake responsibility contrary to the provisions ofparagraphs 9.12 or 9.13. 9.12 ENGINEER and OWNER will not be responsible for CONTRACTOR'S means, methods, techniques, sequences or procedures ofconstruction, or the safety precautions and programs incident thereto, and ENGINEER and OWNER will not be responsible for CONTRACTOR'S failure to perform the work in accordance with the contract Documents. 9.13 ENGINEER and OWNER will not be responsible for the acts or omissions of CONTRACTOR. or of any Subcontractor, or of the agents or employees of any CONTRACTOR or Subcontractor. or of any other persons at the site or otherwise performing any of the work. ARTICLE 10 _ CHANGES IN THE WORK l0.l Without invalidating the Agreement, OWNER may, at any time or from time to time, order additions, deletions, or revisions in the Work; these will be authorized by change orders. Upon receipt of an executed change order, CONTRACTOR shall proceed with the Work involved. All such Work shall be executed under the applicable conditions of the Contract Documents. If any change order causes an increase or decrease in the Contract Price, or an extension or shortening of the Contract Time, an equitable adjustment may be made as provided in Article I I or Article 12 on the basis of a claim made by either party. 10.2 ENGINEER, with approval of OWNER, may authorize minor changes in the Work, not involving an adjustment in the Contract Price or the Contract Time, which are consistent with the overall intent of the Contract Documents. These may be accomplished by a field order, and shall be binding on OWNER, and also on CONTRACTOR who shall perform the change promptly. If CONTRACTOR believes that a field order justifies an increase in the Contract Price or Contract Time, CONTRACTOR may make a claim therefore, prior to performing the Work as provided in Article II orArticle 12. 10.3 Additional Work performed without authorization of a change order will not entitle CONTRACTOR to an increase in the Contract Price, or an extension of the Contract Time, except in the case of an emergency as provided in paragraph 6.30, and for uncovering work found not to be defective. 10.4 OWNER may execute appropriate change orders prepared by ENGINEER covering changes in the Work which are required by OWNER, or required because of differing site conditions or emergencies, or because of uncovering Work found not to be defective, or as provided in paragraphs 1 l. l0 or 1 1.1 l. 10.5 If notice of any change affecting the general scope of the Work or change in the Contract price is required by the provisions of any bond to be given to the surety, it will be CONTRACTOR'S responsibility to so notifu the surety, and the amount of each applicable bond shall be adjusted accordingly. CONTRACTOR shall furnish proof of such adjustment to OWNER. 10.6 Notwithstanding anything to the contrary herein, State shall approve all change orders prior to any change order becoming binding on OWNER or the Project' ARTICLE 11- CHANGE OT'CONTRACT PRICE l l.l The Contract Price constitutes the total compensation (subject to authorized adjustments) payable to CONTRACTOR for performing the Work. All duties, responsibilities, and obligations assigned to or undertaken by CONTRACTOR shall be at his expense without change in the Contract Price. ll.Z The Contract Price may only be changed by a change order. Any claim for an increase in the Contract Price shall be by written notice delivered to OWNER and ENGINEER within five (5) days of the occurence of the event giving rise to the claim. Any change in the Contract Price resulting from any such claim and approved by ENGINEER and OWNER shall be incorporated in a change order which shall be subject to approval of the State prior to execution by OWNER. No Workperformed by CONTRACTOR shall be the basis for additional compensation unless and until CONTRACTOR has obtained written authorization and acknowledgement by OWNER for such Work. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Work, and no claim that OWNER has been unjustly enriched by any additional services or Work, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by OWNBn for such work is not timely executed and issued in strict accordance with this Agreement, CONTRACTOR's rights with respect to such work or services shall be deemed waived and such failure shall result in non-payment for such services or work performed. 11.3 No change orders or other form of order or directive which requires additional compensable Work to be performed may be issued or be effective unless accompanied by a written assurance to the CONTRACTOR that lawful appropriations to cover the costs of the additional Work have been made. ll.4 The value of any Work covered by a change order, or of any claim for an increase or decrease in the Contract Price, shall be determined as set forth in Article 4 hereof and in accordance with the State of Colorado Department of Transportation Standard Specifications for Road and Bridge Construction (2011). 11.5 IntentionallyOmitted. 11.6 IntentionallyOmitted. ll.7 No Contractor's fee shall apply in the event of a change order' I 1.8 Intentionally Omitted. I 1.9 Notwithstanding anything to the contrary herein, all change orders are subject to approval by the State prior to any change order becoming binding on OWNER or the Project. ADJUSTMENT OF UNIT QUAIITITIES: I1.10 Whenever the cost of any Work is to be determined based upon unit price, CONTRACTOR will submit, in form acceptable to ENGINEER and OWNER, an itemized cost breakdown tosether with supporting data. I1.11 Where the quantity of Work with respect to any item that is covered by a unit price differs materially and significantly from the quantity of such Work indicated in the Contract Documents, an appropriate change order (additive or deductive) may be issued on recommendation of ENGINEER with written approval of OWNER and as set forth in the Colorado Department of Transportation Standard Specifications for Road and Bridge Construction (2011). In no event will the unit price bid by CONTRACTOR be modified, but the quantity of any item may be increased or decreased as set forth in the Contract Documents. Notwithstanding the foregoing, in no event will the change modify the not to exceed Contract Price or otherwise be modified without a change order approved in writing by OWNER and the State of Colorado. CASH ALLOWANCES: ll.l2 It is understood that CONTRACTOR has included in the Contract Price all allowances so named in the Contract Documents, and shall cause the Work so covered to be done by such Subcontractors, manufacturers, fabricators, suppliers, or distributors, and for such sums within the limit of the allowances as may be acceptable to ENGINEER and OWNER. Upon final payment, the Contract Price shall be adjusted as required, and an appropriate change order issued. CONTRACTOR agrees that the original Contract Price includes such sums as CONTRACTOR deems proper for costs and profit on account of cash allowances. No demand for additional cost or profit in connection therewith will be valid. ARTICLE 12 - CHANGE OF THE CONTRACT TIME l2.l The Contract Time may only be changed by a change order. Any claim for an extension in the Contract Time shall be by written notice delivered to OWNER and ENGINEER within five (5) days of the occulrence of the event giving rise to the claim. Any change in the Contract Time resulting from any such claim shall be determined as set forth in the Colorado Department of Transportation Standard Specifications for Road and Bridge Construction (2011). 12.2 All time limits stated in the Contract Documents are of the essence of the Agreement. The provisions of Articles I I and 12 are CONTRACTOR'S sole remedies for delav bv anv cause whatsoever, including acts of OWNER. 12.3 Notwithstanding anything to the contrary herein, all change orders are subject to approval by the State prior to any change order becoming binding on owNER or the project. ARTICLE 13 - REMOVAL OR ACCEPTANCE OF DEFECTIVE WORI( WARRANTY AND GUARANTEE: l3.l CONTRACTOR warrants and guarantees to OWNER and ENGINEER that all Work and materials will be in accordance with the Contract Documents and will not be defective. Prompt notice of all defects shall be given to CONTRACTOR. All defective Work, whether or not in place, may be rejected, corrected, or accepted as provided in this Article 13. ACCESS TO WORI(: l3.Z OWNER, ENGINEER, ENGINEER'S representatives, otherrepresentatives of OWNER, testing agencies, and governmental agencies with jurisdictional interests will have access to the Work at reasonable times for their observation, inspection and testing. CONTRACTOR shall provide proper and safe conditions for such access. TESTS AI\D INSPECTIONS: 13.3 CONTRACTOR shall give ENGINEER and OWNER timely notice of readiness of work for all required inspections, tests or approvals. 13.4 If any law, ordinance, rule, regulation, code, or order of any public body having jurisdiction requires any Work (or part thereof) to specifically be inspected, tested, or approved, CONTRACTOR shall assume full responsibility therefore, pay all costs in connection therewith, and fumish ENGINEER and OWNER the required certificates of inspection, testing, or approval. CONTRACTOR shall also be responsible for and shall pay all costs in connection with any inspection or testing required in connection with OWNER'S or ENGINEER'S acceptance of a manufacturer, fabricator, supplier or distributor of materials or equipment proposed to be incorporated in the Work, or of materials or equipment submitted for approval prior to CONTRACTOR'S purchase thereof for incorporation of the Work. The cost of all other inspections, tests, and approvals required by the Contract Documents shall be paid by CONTRACTOR. 13.5 Any inspections, tests, or approvals, other than those required by law, ordinance, rule, regulation, code, or order of any public body having jurisdiction, shall be performed by organizations acceptable to OWNER and ENGNEER if so specified. 13.6 If any Work that is to be inspected, tested, or approved is covered without written concurrence of ENGINEER and OWNER, it must, if requested by ENGINEER or OWNER, be uncovered for observation. Such uncovering shall be at CONTRACTOR'S expense, unless CONTRACTOR has given ENGINEER and OWNER timely notice of CONTRACTOR'S intention to cover such Work and ENGINEER and OWNER has not acted with reasonable promptness in response to such notice. 13.7 Neither observations by ENGINEER or OWNER nor inspections, tests, or approvals by others shall relieve CONTRACTOR from his obligations to perform the Work in accordance with the Contract Documents. 13.7.1 OWNER and State reserve the right to inspect the Work at all reasonable times and places during the term of the Agreement, including any extension. If the Work fails to conform to the requirements of this Agreement, the OWNER may require the CONTRACTOR promptly to bring the Work into conformity with Contract Documents, at the CONTRACTOR's sole expense. If the Work cannot be brought into conformance by re-performance or other corrective measures, the OWNER may require CONTRACTOR to take necessary action to ensure that future performance conforms to the Contract Documents and may exercise remedies available under this Agreement, at law or in equity in lieu of or in conjunction with such corrective measures. UNCOVERING WORK: 13.8 If any Work is covered contrary to the written request of ENGINEER or OWNER, it must, if requested by ENGINEER or OWNER, be uncovered for ENGINEER or OWNER's observation and replaced at CONTRACTOR'S expense. 13.9 If ENGINEER or OWNER considers it necessary or advisable that covered Work be observed by ENGINEER or OWNER, or inspected or tested by others, CONTRACTOR, at ENGINEER or OWNER's request, shall uncover, expose, or otherwise make available for observation, inspection, or testing as ENGINEER or OWNER may require, that portion of the Work in question, furnish all necessary labor, material, and equipment. If it is found that such Work is defective, CONTRACTOR shall bear all the expenses of such uncovering, exposure, observation, inspection, and testing of satisfactory reconstruction, including compensation for additional professional services, and an appropriate deductive change order shall be issued. If, however, such Work is not found to be defective, CONTRACTOR shall be allowed an increase in the Contract Price, or an extension of the Contract Time, or both, directly attributable to such uncovering, exposure, observation, inspection, testing, and reconstruction. OWNER MAY STOP THE WORI(: 13.10 If the Work is defective, or CONTRACTOR fails to supply sufficient skilled workmen or suitable materials or equipment, OWNER may order CONTRACTOR to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, this right of OWNER to stop the Work shall not give rise to any duty on the part of OWNER to exercise this right for the benefit of CONTRACTOR or any other parfy. 13.10.1 OWNER, alone or after notice from the State, may provide notice to CONTRACTOR and suspend Work wholly or in part due to failure of CONTRACTOR to correct conditions which are unsafe to workers, conditions which are unsuitable for prosecution of the Work or for such periods as are necessary to protect the public interest. CORRECTION OR REMOVAL OF DEFECTIVE WORK: l3.l I If required by ENGINEER or OWNER, CONTRACTOR shall promptly, without cost to OWNER and as specified by ENGINEER or OWNER, either correct any defective Work, whether or not fabricated, installed, or completed, or, if the Work has been rejected by ENGINEER or OWNER, remove it from the site and replace it with non-defective Work in a manner acceptable to the ENGNEER and OWNER. MATERIALS: 13.12 Materials to be used or incorporated in the Project shall be new and of good quality. All warranties for materials furnished by any manufacturer or supplier are for the benefit of OWNER. ACCEPTAI\CE OF DEFECTIVE WORI(: 13.13 If, instead of requiring correction or removal and replacement of defective Work, OWNER (and, prior to ENGINEER'S recommendation of final payment,) prefers to accept it, OWNER may do so. In such case, if acceptance occurs prior to ENGINEER'S recommendation of final payment, a change order shall be issued incorporating the necessary revisions in the Contract Price; or, ifthe acceptance occurs after such recommendation, an appropriate amount shall be paid by CONTRACTOR to OWNER. OWNER MAY CORRECT DEFECTIVE WORK: 13.14 If CONTRACTOR fails, within a reasonable time after written notice of ENGINEER or OWNER, to proceed to correct defective Work, or to remove and replace rejected Work as required by ENGINEER or OWNER in accordance with paragraph 13.11, or if CONTRACTOR fails to perform the Work in accordance with the Contract Documents (including any requirements of the progress schedule), OWNER may, after seven days written notice to CONTRACTOR, correct and remedy any such deficiency. In exercising his rights under this paragraph OWNER shall proceed expeditiously. To the extent necessary to complete corrective and remedial action, OWNER may exclude CONTRACTOR from all or part of the site, take possession of all or part of the Work, and suspend CONTRACTOR'S services related thereto, iake possession of CONTRACTOR'S tools, appliances, construction equipment, and machinery at the site, and incorporate in the Work all materials and equipment stored at the site, or for which OWNER has paid CONTRACTOR, but which are stored elsewhere. CONTRACTOR shall allow OWNER, OWNER'S representatives, agents, and employees such access to the site as may be necessary to enable OWNER to exercise his rights under this paragraph. All direct and indirect costs of OWNER in exercising such rights shall be charged against CONTRACTOR in an amount verified by ENGINEER, and a change order shall be issued incorporating the necessary revisions in the Contract Documents and a reduction in the Contract Price. Such direct and indirect costs shall include, in particular but without limitation, compensation for additional professional services required, and all costs ofrepair and replacement ofwork ofothers destroyed or damaged by correction, removal, or replacement of CONTRACTOR'S defective Work' CONTRACTOR shall not be allowed an extension of the Contract Time because of any delay in performance of the Work attributable to the exercise by OWNER of OWNER'S rights hereunder. ARTICLE 14 _ PAYMENTS TO CONTRACTOR AND COMPLETION SCHEDULES: l4.I At least ten days prior to submitting the first application for a progress payment, CONTRACTOR shall (except as otherwise specified in the general requirements) submit to ENGINEER and OWNER a progress schedule, a final schedule of shop drawing submissions, and, where applicable, a schedule of values of the Work. These schedules shall be satisfactory in form and substance to ENGNEER and OWNER. The schedule of values shall include quantities and unit prices aggregating the Contract Price, and shall subdivide the Work into component parts in iufficient detail to sewe as the basis for progress payments during construction. Upon acceptance of the schedule of values by ENGINEER and OWNER, it shall be incorporated into a form of application for payment acceptable to ENGINEER and OWNER' APPLICATION FOR PROGRESS PAYMENT: l4.Z At least ten days before each progress payment falls due (but not more often than once a month), CONTRACTOR shall submit to ENGINEER and OWNER for review an application for payment filled out and signed by CONTRACTOR covering the Work completed as of the date of the application, and accompanied by such supporting documentation as is required by the Contract Documents, and also as ENGINEER or OWNER may reasonably require. If payment is requested on the basis of materials and equipment not incorporated in the Work, but delivered and suitably stored at the site or at another location agreed to in writing, the application for payment shall also be accompanied by such data, satisfactory to OWNER, as will establish OWNER'S title to the material and equipment, and protect OWNER'S interest therein, including applicable insurance. In addition, the material and equipment shall conform to the requirements of the Contract Documents and the quantity of such stored material shall not exceed the total estimated quantity required to complete the Project. Further, the value of such stored material shall not exceed the appropriate portion of the value of the contract item or items in which such materials are to be incorporated. Each subsequent application for payment shall include an affidavit of CONTRACTOR stating that all previous progress payments received on account of the Work have been applied to discharge in full all of CONTRACTOR'S obligations reflected in prior applications for payment. The amount of retainage with respect to progress payments will be as stipulated in the Agreement. CONTRACTOR'S WARRANTY OF TITLE: 14.3 CONTRACTOR warrants and guarantees that title to all Work, materials, and equipment covered by any application for payment, whether incorporated in the Project or not, will pass to OWNER at the time of payment free and clear of all liens, claims, security interests, and encumbrances (hereafter in these General Conditions referred to as ,,Liens',). REVIEW OF APPLICATIONS FOR PROGRESS PAYMENT: 14.4 ENGINEER will after conferring with OWNER, within ten days after receipt of each application for payment, either indicate in writing a recommendation of payment and present the application to OWNER, or retum the application to CONTRACTOR indicating in writing ENGINEER'S reasons for refusing to recommend payment. In the latter case, CONTRACTOR may make the necessary corrections and resubmit the application. OWNER shall, within twenty days of presentation to him of the application for payment with ENGINEER'S recommendation, pay CONTRACTOR the amount recommended. 14.5 ENGINEER'S recommendation of any payment requested in an application for payment will constitute a representation by ENGINEER to OWNER that, based on ENGINEER'S on-site observations of the Work in progress as an experienced and qualified design professional, and on ENGINEER'S review of the application for payment, and the accompanying data and schedules, the Work has progressed to the point indicated; that, to the best of ENGINEER'S knowledge, information, and belief, the quality of the Work is in accordance with the Contract Documents (subject to an evaluation of the Work as a functioning Project upon substantial completion, and to the results of any subsequent tests called for in the Contract Documents and any qualifications stated in the recommendation); and, that CONTRACTOR is entitled to payment of the amount recommended. However, by recommending any such payment, ENGINEER will not thereby be deemed to have represented that exhaustive or continuous on-site inspections have been made to check the quality or the quantity of Work, or that the means, methods, techniques, sequences, and procedures of construction have been reviewed, or that any examination has been made to ascertain how or for what pu{pose CONTRACTOR has used the monies paid or to be paid to CONTRACTOR on account of the Contract Price, or that title to any Work, materials, or equipment has passed to OWNER free and clear of any Liens. 14.6 ENGINEER'S recommendation of final payment will constitute an additional representation by ENGINEER to OWNER that the conditions precedent to CONTRACTOR'S being entitled to final payment as set forth in paragraph 14.13 have been fulfilled' 14.7 ENGINEER may refuse to recommend the whole, or any part of any payment if, in his opinion, it would be incorrict to make such representations to OWNER. He may also refuse to recommend any such payment, or, because ofsubsequently discovered evidence, or the results ofsubsequent inspections or tests, nulli$i any such payment previously recommended to such extent as may be necessary in ENGINEER'S opinion to protect owNER from loss because: 14.7.1 the Work is defective, or completed Work has been damaged requiring correction or rePlacement, 14.7.2 written claims have been made against OWNER, or Liens have been filed in connection with the Work. 14.7.3 the Contract Price has been reduced because of modifications, 14.7.4 OWNER has been required to correct defective Work, or complete the Work in accordance with ParagraPh 13.14, 14.7.5 of CONTRACTOR'S unsatisfactory prosecution of the Work in accordance with the Contract Documents' or 14.7.6 CONTRACTOR'S failure to make payment to Subcontractors, or for labor, materials, or equiPment. ACCEPTANCE AIID PARTIAL UTILIZATION: 14.8 Acceptance and partial utilization of Work shall occur as set forth in the Colorado Department of Transportation Standard Specifications for Road and Bridge Construction (201l) and other Contract Documents. l4.g Substantial Completion shall occur as set forth in the Contract Documents including Colorado Department of Tiansportation Standard Specifications for Road and Bridge Construction (201l) and Project Special Provisions. 14.10 IntentionallY Omitted. | 4.10.1 IntentionallY O mitted. 14.10.2 IntentionallY Omitted. 14.10.3 No occupancy of part of the Work, or taking over of operations of a facility will be accomplished U"fo.. the insurers providing the property insurance have acknowledged notice ihereof and in writing effected any changes in coverage necessitated thereby. The insurers providing the property insurance shall consent by endorsement on the policy or policies, but the property insurance shall not be cancelled or permitted to lapse on account ofany such partial use or occupancy. FINAL INSPECTION: l4.ll Upon written notice from CONTRACTOR that the Work is complete, ENGINEERwiII make a final inspection with OWNER and CONTRACTOR, and will noiify CONTRACToR in writing of all particulars in which this inspection reveals that the Work is incomplete or defective. CONTRACTOR shall immediately take such measures as are necessary to remedy such deficiencies. FINAL APPLICATION FOR PAYMENT: 14.12 After CONTRACTOR has completed all such corrections to the satisfaction of ENGINEER and OWNER, and delivered all maintenance and operating instructions, schedules, guarantees, bonds, certificates of inspection, marked-up record documents, and other documents, ail as required by the Contract Documents, and after ENGINEER has indicated that the Work is acceptable (subject to the provisions of paragraph 14.14), CONTRACTOR may make application for finat payment following the procedure for progress payments. The final application for payment shall be accompanied by all documentation called for in the Contract Documents, and such other data and schedules as ENGINEER may reasonably require. Payment shall be processed in accordance with C.R'S. 24-91-103 and C.R.S. 38-26-107. Notwithstanding the foregoing, CONTRACTOR will provide complete and legally effective lien releases or waivers satisfactory to OWNER. In lieu thereof, and as approved by OWNER, CONTRACTOR may furnish receipts or releases in full; an affidavit of CONTRACTOR that the releases and receipts include all labor, services, material, and equipment for which lien could be filed, and that all payrolls, material, and equipment bills, and other indebtedness connected with the Work, for which OWNER or his property might in any way be responsible, have been paid or otherwise satisfied; and consent of the surery, if any, to final payment. If any subcontractor, manufacturer, fabricator, supplier, or distribuior fails to furnish a release or receipt in full, CONTRACTOR may furnish a bond or other collateral satisfactory to OWNER to indemnify OWNER. l4.l2.l Before OWNER may advertise for final payment, CONTRACTOR shall deliver to OWNER for review: ll. ul. All guaranties and warranties; A letter confirming that sales tax from the owNER is exempt have not been paid; One (1) complete bound set of required operations and maintenance manuals and instructions, if any; one (1) set of as-built drawings in an electronic format acceptable to OWNER and stamped by a PE or PLS; To the extent not already furnished, one copy of all corrected shop Drawings; lv. vi. Satisfactory evidence that all payroll, material bills, and other indebtedness connected with the work have been paid or otherwise satisfied; vii. A complete and final waiver and/or release of any and all lien rights and liens from each subcontractor of all tiers, material, men, supplier, manufacturer and dealer for all labor, equipment and material used of furnished by each on the Work; viii. Any other documents required to be furnished by the Contract Documents. Upon completion of the foregoing, CONTRACTOR'S settlement shall be advertisedln accordance with Colorado law. On the date of final settlement thus advertised, and after CONTRACTOR has submitted a written notice that no claims have been filed, final payment and settlement shall be made in full. FINAL PAYMENT AND ACCEPTANCE: 14.13 If, after conferring with OWNER and on the basis of ENGINEER'S observation of the Work during construction and final inspection, and ENGINEER'S review of the final application for payment and accompanying documentation, all as required by Contract Documents, ENGINEER is satisfred that the Work has been completed and CONTRACTOR has fulfilled all of his obligations under the Contract Documents, ENGINEER will, within ten days after receipt of the finaiapplication for payment, indicate in writing his recommendation of payment, and present the application to OWNER for payment. Thereupon, ENGINEER will give written notice to OWNBn and CONTRACTOR that the Work is acceptable subject to the provisions of paragraph 14.15. Otherwise, ENGINEER will retum the application to CONTRACTOR, indicating in writing the reasons for refusing to recommend final payment, in which case CONTRACTOR shall make the necessary corrections, and resubmit the application. If the application and accompanying documentation are appropriate as to form and substance, OWNER shall, after receipithereof, pay CONTRACTOR in accordance with payment procedures set forth in the Agreement, the amount recommended by ENGINEER' CONTRACTOR' S CONTINUING OBLIGATION: 14.14 CONTRACTOR'S obligation to perform and complete the Work in accordance with the Contract Documents shall be absolute. Neither recommendation of any progress or final payment by ENGINEER. nor the issuance of a certificate of substantial completion, nor any payment by OWNER to CONTRACTOR under the Contract Documents, nor any use or occupancy of the Work or any part thereof by OWNER, nor any act of acceptance by OWNER, nor any failure to do so, nor the issuance of a notice of acceptability by ENGINEER pursuant to paragraph 14.13, nor any correction of defective Work by OWNER shall constitute an acceptance of Work not in accordance with the Contract Documents or a release of CONTRACTOR'S obligation to perform the Work in accordance with the Contract Documents' WAIVER OF CLAIMS: 14.15 The making and acceptance of final payment shall constitute: l4.l5.l a waiver of all claims by OWNER against CONTRACTOR, except claims arising from unsettled liens, from defective Work or from failure to comply with the Contract Documents or the terms of any special guarantees specified therein; further, it shall not constitute a waiver by OWNER of any rights in respect of CONTRACTOR'S continuing obligations under the Contract Documents; and 14.15.2 a waiver of all claims by CONTRACTOR against OWNER other than those previously made in writing and still unsettled. 15.1 OWNER or the State may, at any time and without cause, suspend the Work, or any portion thereof, for a period of not more than ninety days, by notice in writing to CONTRACTOR and ENGINEER which shall fix the date on which Work shall be resumed. CONTRACTOR shall resume the Work on the date so fixed. CONTRACTOR may be allowed an increase in the Contract Price, or an extension of the Contruct Time, or both, directly attributable to any suspension, if he makes a claim therefor as provided in Articles I I and 12. Work may further be suspended, wholly or in part, due to the failure of the CONTRACTOR to correct conditions which are unsafe for workers or for such periods as OWNER 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 OWNER to be in the public interest. 15.2 Default and/or termination of the Contract by either the State or Owner shall be as set forth in Colorado Department of Transportation Standard Specifications for Road and Bridge Construction. 15.3 Where CONTRACTOR'S services have been terminated by OWNER or the State, the termination shall not affect any rights of OWNER against CONTRACTOR then existing, or which may thereafter accrue. Any retention or payment of monies due CONTRACTOR bv OWNER will not release CONTRACTOR from liability. 15.4 To the extent specified in any termination notice, CONTRACTOR shall not incur further obligations or render further performance hereunder past the effective date of such notice and shall terminate outstanding orders and sub-contracts with third parties. However, the CONTRACTOR shall complete and deliver to OWNER, all Work not cancelled bv the termination notice and may incur obligations as are necessary to do so within this igreement's terms. Contractor shall insert a clause containing the terms of this section 15.4 in all conrracts or sub-contracts that exceed $ 1 0,000. CONTRACTOR MAY STOP WORK OR TERMINATE: 15.5 If, through no act or fault of CONTRACTOR, the Work is suspended for a period of more than ninety days by OWNER, or under an order of court or other public authority, or OWNER fails for thirty days to pay CONTRACTOR any sum finally determined to be due, then CONTRACTOR may, upon seven days written notice to OWNER and ENGINEER, terminate the Agreement and recover from OWNER payment for all Work executed through the date of termination. ARTICLE 16 - MISCELLANEOUS GIVINGNOTICE: 16.l Whenever any provision of the Contract Documents requires the giving of written notice, it shall be deemed to have been validly given if delivered in person to the individual, or to a member of the firm, or to an officer of the corporation for whom it is intended, or if delivered at or sent by registered or certified mail, postage prepaid, to the last business address known to the giver of the notice. COMPUTATION OF TIME: 16.2 When any period of time is referred to in the Contract Documents by days, it shall be calendar days and be computed to exclude the first and include the last day of such period. If the last day ofany such period falls on a Saturday or Sunday, or on a day made a legal holiday by the law of the aiplicabie jurisdiction, such day shall be omitted from the computation. GENERAL: 16.3 Should OWNER or CONTRACTOR suffer injury or damage to his person or property because of any effor, omission or act of the other party or of any of the other parfy's employees or agents, or others for whose acts the other party is legally liable, claim shall be made in writing to the other party within a reasonable time of the first observances of such injury or damage. 16.4 The duties and obligations imposed by these general conditions and the rights and remedies available hereundeito the parties hereto, and, in particular, but without limitation, the warranties, guarantees, and obligations imposed upon CONTRACTOR by paragraphs 6.33, 1 3. 1, I 3. I I' ll.t+,14.3, and 15.i, and all of the rights and remedies available to OWNER and ENGINEER thereunder, shall be in addition to, and shall not be construed in any way as a limitation of, any rights and remedies available to any or all of them which are otherwise imposed or available by law or contract, by special warranty or guarantee, or by other provisions ofthis paragraph shall be as effective as if iepiated specifically in the Contract Documents in connection with each particular duty, obigations, right and remedy to which they apply. All representations, warranties, unA gou.uttt.". -ud" in the Contract Documents shall survive final payment and termination or completion of this Agreement. EXHIBIT E FEDERAL REQUIREMTNTS Federal laws and regulalions that may be applicable to the wo* include: A" Uniform Administrative Requirements for Agreements and Cooperative Agreements to Siate and Local Governments (Common Rute) The "Uniform Administrative Requirements for Agreements and Cooperative Agreements to State and LocalGovernments (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 proviJions of part 18 and therefore supersede such Part 18 provisions. The requirements of 49 CFR 1B include, without limitation: the Local Agenry/Contractor shallfollow applicable procurement procedures, as required by section 18.36(dl; the Locat Agency/Contractor shall request and obtain prior CDOT approval of changes to any subcontracts in the manner, and to the extent required by, applicable provisions of section 18.30; the Local Agency/Contractor shall comply w1h section 18.37 concerning any sub-Agreements; to expedite any CDOT approvai the Local Agency/Contractofs attorney, or other authorized representative, shall also submit a letter to CDOf certifying Local Agency/Contraclor compliance with section 18.30 change order procedures, and with 18.36(d) procurement procedures, and with 18.37 sub-Agreement procedures, as applicable; the LocalAgenry/Contractor shall incorporate the specific contract provisions described in 18.36(i) (which are also deemed incorporated herein) into any subcontract(s) for such services as terms and conditions of ihose subcontracts. B. Executive Order 11246 Executive Order 11246 of September 24, 1965 entitled "Equal Employment Opportunity," as amended by Executive Order 11375 of October 13, 1967 and as supplemented in Department of Labor regulations (41 CFR Chapter 60) (All construction contracis awarded in excess of $10,000 by the Local Agencys and their contractors or the Local Agencys). C. Copeland "Anti-Kickback" Act The Copeland'Anti-Kickback" Act (18 U.S,C. 874) as supplemented in Departmenl of Labor regulations (29 CFR Part 3) (All conlracls and sub-Agreemenls 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) (Construclion contracts in excess of $2,000 awarded by the LocalAgencys and the LocalAgencys when required by FederalAgreement program legislation. This act requires that all laborers and mechanics employed by contracto6 or sub-contractors to work on construclion 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 Wcrk Hours and Safety $tandards Act $ections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-330) as supplemented by Department of Labor regulalions (?9 CFR part S). (Construction contracts awarded by the LocalAgency's in excess of $2,000, and in excess of $2,500 ior other contracls which involve the employment of mechanics or laborers). F. Clear Air Act Standards, orders, or requiremenls 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 drder 11738, and EnvironmentalProtection Agency regulations (40 CFR Part 15) (contracts, subcontracls, and sub-Agreements of amounts in excess of $100,000). G. Energy Policy and Conservation Act Mandatfr sbndards and policies relating to energy efficiency_which are contained in the stale 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-8?, A-21 or A-122, and A-102 or A-110, whichever is aPPlicable. l. Hatch Act The Hatch Act (S USC 1501-1508) and Public Law 95*454 Section 4728. These statutes state that federal funds cannot be used for partisan political purposes of any kind by any person or organization involved in the administration of federally-assisted programs. J. Nondiscrimination 42 USg 6101 glggg. 42 USC 2000d, 29 USC 794, and irnplemenling regulation,45 C.F.R. part g0 el. sCS These acts require that no person shall, on the grounds of race, color, nationatorigin, age, or handicap, be excluded from participation in or be subjected to discrimination in alyprcgram or activity funded, in whole or part, by federal funds' K. ADA The Americans wilh Disabilities Act (Public Law 101-336; 42 USC 12101,12102,1?111- 12117,12131-121A,12141-12150, 12161-12165,121A1-12189, 1220',1-12213 47 USC 225and47 USC611. L, Unifom Relocation Assistance and Real Propefi Acquisiticn Policies Act The Uniform Relocation Assistance and Real Property Acquisition Policies Act, as amended (Public Law 91646, as amended and Public Law 100-17, 101 Stat. 246-256). (lf lhe contraclor is aquiring real property and displacing households or businesses in the performance of the Agreement). M. Drug-Free WorkPlace Act The Drrlg-Free Workplace Acl (Public Law 100-690 Tille V, subtitle D, 41 USC 701 et seq.). N. Age Oiscrimlnation Act of 1975 The Aqe Discrimination Act of 1975, 42 U.S.C. Sections 6101 9!, se* and its implerienting regulation, 45 C.F.R. Part 91; Section 504 of lhe Rehabilitation Act of 1973' 29 U.S.C. Zgq, Js amended, and implementing regulation 45 C.F.R. Part 84. O.23 C.F.R.PartfiZ 23 C.F.R. parllT2,concerning "Administration of Engineering and Design Related Contracts". P. 23 C.F.R Part 633 23 C.F.R Part 633, concerning "Requifed Qontract Provisions for Federal-Aid Construction Contracts". O.23 C.F.R. Part 635 23 C.F.R. Part 635, concerning "Construction and Maintenance Provisions", R. Tiile Vt of the Civil Rights Act of 1964 and 162(a) ol the Federal Aid Highway Act of 1973 Tile Vl ol ihe Civil Rights Act of 1 964 and 162(a) of the Federal Aid Highway Act of 1 973. The requirements for which are shown in the Nondiscrimination Provisions, which are attached hereto and made a part hereof' S. Nondiscrimination Provisions In compliance with Title Vl 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: l. Compliance wiih Regulalions The Contractorwill.comply with the Regulations of the Department of Transportation relative to nondiscrimination in Federally assisted programs of the Department of Transportation (Title 49, Code of Federal Regulations, Part21, hereinafter refered to aq the "Regulations"), which are herein incorporaled by reference and made a part of this Agreement. ai. 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 malerials and leases of equipment. The Contractor will not participate either directly or indirecily in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the contrac{ covers a program sel forth in Appendix C of the Regulations.iii. Solicitations for Subcontracls, Including Proiurement of Materlals 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 potenlial Subcontractor or supplier shall be notified by the Contractor of the Contracto/s obligations under this Agreement and the Regulations relative to nondiscrimination on the ground of racs, color, sex, mental or physical handicap or nationalorigin.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 Uoofs, records, account$, other sources of information and its facililies as may be determined by the $tate or the FHWA to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of the Contractor is in the exclusive possession of another who fails or refuses to ?urnish 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 ln the event of the Contractofs noncompliance with the nondiscrimination provisions of this Agreement, the State shall impose such contract sanctions as il or the FHWA may delermine to be appropriale, including, but not limited to: a. Withholding of payments to ihe Contractor under the contract until the Contraclor complies, and/or b. iancel6tion, termination or suspension of the contracl, in whole or in part. T. Incorporation of Provisicns 922 The Contracior will include the provisions of paragraphs A through F in every subcontracl, including procurement of materials and leases of equipment, unless exempt by the Regulations, orders, or instructions issued pursuanl thereto. The Contractor wiil take such actlon with respect to any subcontract or procuremenl as the Stale or the FHWA may direct as a means of enforcing such provisions including sandions for noncompliancl; provided, however, that, in the eveni the Contractor becomes involved in, or is threatened with, litigation with a Subconlraclor or supplier as a result of such direction, the Contractor may request the Stale to enter inlo 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 interesls of the United States. SUPPLEMENTAL FEDERAL PROVISIONS State of Golorado Supplemental Provisions for Fedqrally Funded Contracts, Grqr.tts, and Purchase Orders Subject to The Federal Funding Accountability and Transparency Act of 2006 (FFATA), As Amended Revised as of 3-20-13 The contract, grant, or purchase orderto which these Supplemental Provisions are attached has been funded, in whole or in part, with an Awerd of Federal funds. In the event of a conflict between the provisions of these Supplementral Proyisions, the Special Ppvisions, the contract or any attachments or exhiblts incorpoiated into and made a part of the eontract, the proVisions of these Supplemental Provisions shall control. 1. Qefinltlons. For the purpgses of these Supplemental Provisions, the following terms shall have the meanings ascribed to them below. 1.1. "Award" meahs an au/ard of Federalfinancial assistance that a non-Federal Entity receives or administers in the form of: 1.1.1. Grants; 1.1.2. Contracls; 1.1.g. Cooperative agreements, which do not include cooperative research and derielo;pment' 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. lnsurance; 1.'!.9, Food commodities; 1.1.9. Directappropriations; 1.1.10. Assessed and voluntary contributions; and 1.1.11. Other financial assistance transactions that authorize the expenditure of Federalfunds by non-Federal. Entities. Award does not include: 1.1.12. Technical assistiance, 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; 1.7.14, Any award classified for gecurity purposes; or 1.1.15. Any award fundgd in whole or in part with Recovery funds, as deftned in section 1512 o't the American Recovery and Reinvestment Act (ARRA) of 2009 (Public Law 1 11-5). 1.2. "Gontract" means the contract to which these Supplemental Provisions are attached and includes all Award types in $1;1.{ through1.l.11above. 1.3. "Contractor" means the party or parties to a Conhact funded, in whole or in parl with Federal financial assistance, otnei tnan the Prime Recipient, and includes grantees, subgrantges, Subregipients, and borowers. For purposes oi Transparency Act ieiorting, Gonlractor does not include Vendors. . 1.4. "Data Universal Numbering System {DUNS) Numbef' means the nine-digit number established and assigned by Dun and Bradstreet, Inc. to uniquely identify a business entity. Dun and Bradstreet's website may be found at htto://fedqov.dnb.com/wpbform. {.5. "Entitl/' means all of the following aS defined at 2 CFR part 25, subpart G; 1.5.1. A governmentialorganization, which is a State, local government, or Indian Tribe; 1.5.2. A fgreign public entily; {.5.3. A domestic or foreign 6qn-profit organization; 1.5A. A domestic or foreign for.-profit organization; and 1.5.5. A Federal agency, but only a Subrecipient under an Award or Subaward to a non-Federal entity. {.6. 'Executive" means an officer, managing partner or any other employee in a management position. 1'7' "Federal Award ldentlJicaiion Number (FAIN)" means an Award number assigned by a Federalagency to a prime Recipient. { '8' "FFATA" means 9" lg^{qfr Funding Accountability ang Transparency Ac1 of 2006 (public Law 109-282), as amended by $6202 of Pub$d Law 110-252: FFnrC "" amended, also is refened to as the"Transparency Act." - -"'-!r!v!t 1'9' iPrim.g Recipient" means a Colorado State agency or institution of hlgher education that receives anAward. l'10' 'csqbaryry" means alegal instrument gulsuent to which a Prime Recipient of Award funds awardsall.or a portion -ofsuch tupds to a subrecipient, in excllange forthe suil;ipL;i"'"upport in tt "perfprmance of all or any portion of the srlbstantive projeJt o, prog-r"m-roi-fh;n iniXil"ro *"sgranted, -'-:- -' rr re ^Yr - . ---- 1'11' "subreg!P!?!t" means a non-Federal Entity (or a Federal agency under an Award or subaward to anon:Federal Entity) receiving Federal.tungst[r'oysh q rrime--nn'ipie.ii;;fi;in-e p-e*ormance ofthe Federal niofii.91 progim t9r. *ni"i1l'r" reoe-ar tunai weie awaroed. A subrecipient is subject tothe terms and cond.itionlgtltre fe.deglAward to the prime Re9ipi"ni,ln"iuoi"fi6i;; comptiancerequirements. The term "Subrecipientt includes and may Ue retenea tb as suu:gra-ntA' 1"12' "Subrecipient.Parent DUNS l[19!jt" mgans,the subrecipient parent organization's 9-{igit Datauniversal Numbering Sygrem (DUNS) 4umber that appear.s in thi subrecfiidf; St.bm for AwardManagement (seMfpr6,fire, if ipprica'uii, re esv'ev'v'errre evDlsrl 1'13' ,Pupplemg{at Provisions" means these S]pplemental Provisions for Federally Funded Conhacts, f,illb;3idj^lTlft:-91"t:_t!!11!!o n" Fdderal Fundins Accounrabitity ano transfarency Act orzuuo, '\s Afnenoeo' as may Pe Evi:ed pursuant to ongoing guidance fromthe relevant Fedeial orState of Colorado agency or institution of higher educa'tion] - ' 1'14' "system for Award Managemenl (s..AM)" means the Federal repository into which an Entity must 91tei the information requirlo undei the franspitlncy n"i u*riar, may be found athtto://www.sam.oov '-'-t -- {'15' "Tolal^Compensation" means the cash and noncash dollar value eamed by an Executive during thePrime Recipient's or Subrecipient's preceding ftscat year and includes the foliowingr---- {.{5.1. Salary and bonus; 1.15,2. Awardg of stock, stock.options, and stock appreciation rights, using the dollar amountt"*9ll1l!iji?!.51 gtatemgn!ryportins'furposes wii-h reipect"toinl n"*r v""-r l"accord.ance lvitll_tlte-Statement of FingncialAccounting Standirds No. 123 lReviseA2005) (F{S 123R), Shared Based paymenb; 1.15.3. Earnings for services under non-equit! incgniive plan9, not including group life, health, lospitalization or medicai reimburs'em'ent ftans trat oo iliJi#'-fi"i;i'tavor otExecutives and are avairable generaily to lll sararied emproyees; - 1.15,4. Ghange in present valud rjf defined b6nefit lna iculri"f ieniio-ii pfans;{.15.5. Abov+market eamings on defene; cmpi*"tii" ilni*, i. not tax-quatifted:1.15.6. other compensatien, if the aggregate vatue of iil suctr btn; 6g111ililii]".g. severance' 9T!-1i9183lf"t", vafue of life insurancgpaio on -oenin oriieEmployee,perquisites or property) ioi the Executive exceeds $io,OOO. 1'16' "Transpal?!9y Act" means the Federal fu1$ine Accountllilig an{Transparency Act of 2006 (pubtic law 1g!lzJz), as amended by $6202 of Public law 110-252. The transpiran"ih"i"r"o is refenedto as FFATA. 1'17 "Vendoy'' means a deater, distributor, merchant-or other seller p@viding ploperty or seryices required for a.ero19ct 9r program tunded by an Award. A Vendor is not a p-rime frdaipbnttil-S-ulrecipient andis not subject to.the terms and conditions of the Federal award, program ciirpii"n." duirem;d d;not pass through to a Vendor. Gompliance. contractor shll_.:-1Rly qith..all applicable provisions of the Transparency Act and thereg.ul3tion3 issued pursqnt thereto, including bui not limited to these supplemehtal provisions.-Ani revisions to such provisions or regulations sh1il autom.aticalty become;-b;'ili t6[" b-rp-pi"ri"nt"lProvisions, without the necessi$ of either party executing ariy turther instrument. The State of colorado 7. may provide written notification to Contractor of such revisions, but such notice shall not be a condition precedent to the effectiveness of such revisions' System for Award Management (SAM) and Data Untversal Numbering System (DUNS) Requlrements' 3.{. SAM. Contractor shall maintain the cunency of ils information in SAM untilthe Contractor submits the final financial feport required under the Award or receives final payment, whjchever is fater. Contractor shalireview'and updatd SAM information at least annually after the initial registration, and more frequently if required by changes in its information. 3.2. DUNS. Contraclor shall provide its DUNS number to its Prime Recipient, and shall update Contractor's information in Dun & Bradsheet, Inc. at least annually after the initial registration, and more fequently if required by changes in Contactol's information Total Compensation. Coniractor shall include Total Compensation in SAM for each of its five most highly compensatdd Erecutives forthe preceding fiscalyear if: 4.1. The total Federalfunding authorized to date under the Award is $25,000 or more; and 4.2, ln the preceding fiscal year, Contractor received: 4.2.1. 80% or more of its annualgross revenues from Federal procurement contracts and subcontracts and/or Federalfinancial assistance Awards or Subawqrds subject to the Transparency Act; gnd 4.2.2. $25,000,000 or moie In annual gross revenues from Federal procurement contracts and . subcontracts and/or Federalfinancial assistanbe Awards or Subawards subjeot to the TransParencY Act; and 4.3. The public does not have access to information about the compensation of such Executives througn peridOic repqrts filed un-der section 1S(a; or 15(d) of the Securities Exchange Act of 1934 (15 U,S.C. 78m(a), 78o(d) or $ 6104 of the Intemal Revenue Gode of 1986. Reporting. frntractor shall report data elements to SAM and to the Prime Recipient as reQuired in $7 - below if Contractor is a Subrecipient for the Award pursuant to the Transparency Act No direct payment sirail be made to Contrac{oi for providing any reports required under these Supptemental Provisions and the cost of producing such reports shatl be included in the Contract price. The repolt-iry 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-i1to this Conhact and shall become part of Contractols obligations under this Contract as proViddd in $2 above. The Colorado Office of the State Gontrollerwill provide summaries of revised OMB reporting requirements at h$p://www.colorado.oov/dp4dfp/sio/FFATA hlm. Effectlve Date and Doltar Threshold for Reporting. The effective date of these Supplemental Provisions apply to new Awards as of October 1,2010. Reporting requirgments in $7 below apPly_t9-rylv Awards as of Oc,toberl,z}ll,iftheinitialawardis$25,000ormore. lftheinitialAwardisbelow$25,000butsubsequent Award modifications result in a totalAward of $25,000 or more, the Award is subjec! to the ieporting requirements as of the date tre Award exceeds $25,000. lf the initial Awgrd is $25,000 or more, but funding is subsequently de-oblig_ated such that the total award amount fralls below $25,000, the Award shall continue to be subject to the reporting requirenients. Subrecipient Reporting Requirements. lf Contractor is a Subrecipient, Contractor shall report as set forth below. 7.1 ToSAM. A Subrecipient shall register in SAM and report the following datia elements in SAM for each FederalAward ldentification Number no later than the end of the month following the month in rvhich the Subaward was rnade: 7.1.1 Subrecipient DUNS Number; 7.1.2 Subrecipient DUNS Number + 4 if more than one electronic funds transfer (EFT) account 7.1.3 Subrecipient Parent DUNS Number; 7 .1.4 Subrecipient's address, including: Street Address, City, State, Count\ , Zip + 4, and Congressional District 7.1.5 Subrecipients top 5 most highly compensated Executives if the criteria in $4 above aremet;and 7,1.8 Subrecipienfs.Total Compensation of top 5 most highly compensated ,Executives ifcnleria in g4 above met. 7'2 To Prime Recipient. A Subrecipient shall report to its Prime Recipient, upon the effective date of the. Gontract, the following datia elements: 7.2.1 Subrecipient's DUNS Number as reglstered ln SAM. 7.2.2 Primary Place of Performance Information, including: Srtreet Address, City, State,Counhy, Zip code + 4, and Congressional District. Exemptions 8..|. These Supplemental Provisions do not apply to an individualwho receives an Award as a naturalperson' unrelated to any business or non-profit organization he or she may own or operate in his orher name. 8.2 A Contractor with gross income from all sources of less than $300,000 in the previous tax year isexempt frorn the requirements to report Subawards and the Total Compensation ot G moit nignrycompensated Executives. Effective October 1,20'10, lward'currently means a grant, cooperative agreement, orotheranangement as defined in Section 1.1 of these Special Provisions. On future dates ;Award, mayinclude other items to be.specified by oMB in policy memoranda available at the oMB wJo iit";Award also will include other types of Awards subject to the Transparency Act There are no Transparency Act reporting requirements for Vendors. Event of Default. Failure to comply with these Supplementa! Provisions shall constjtute an event of defaultunder the Contract and the State of Colorado may terminate the Contract upon 30 a"VJ prioi nnitten notice ifthe default remains uncured five calendar days foilowing the termination of ihe 30 d;i n6tice period. Thisremedy will be in addition to any other remedy available to the State of Colorado.unulr ne cJntract, at lawor in equity. EXHIBIT F CERTIFICATION OF FEDERAL AID CONTRACTS Contractor certifies, by signing this Agreement, to the best of its knowledge and belief, that: No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress' or an employee of a member of Congress in connection with the awarding of any Federal loan, the entering into any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, Agreement, loan or cooperative agreement. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or of Congress, or an employee of a Member of Congress in connection with this Federal contract, Agreement, loan or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL "Disclosure Form to Report Lobbying," in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352,Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agree by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub-recipients shall certifu and disclose accordingly. 22