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HomeMy WebLinkAboutC17-117 Sopris Engineering LLCAGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY, COLORADO AND SOPRIS ENGINEERING, LLC FOR THE EL JEBEL ROAD IMPROVEMENT PROJECT THIS AGREEMENT ("Agreement") is effective as of the 1 day of J� t. , 2017 by and between Sopris Engineering, LLC a Colorado limited liability company (hereinafter "Consultant" or "Contractor") and Eagle County, Colorado, a body corporate and politic (hereinafter "County"). RECITALS WHEREAS, County desires to improve EI Jebel Road by performing road reconstruction with the installation of a roundabout at the intersection of El Jebel Road and Shadowrock Drive to increase the safety and operations on a 0.2 mile length of El Jebel Road, located in the unincorporated area of El Jebel, County of Eagle, State of Colorado (the "Project"); and WHEREAS, the Colorado Department of Transportation (hereinafter "CDOT") has selected this Project as eligible for Federal funding through the Hazard Elimination Safety Program (hereinafter "HES Program") administered by CDOT; and WHEREAS, County entered into an Inter -Governmental Agreement with CDOT (.Project Number SHO 0821-100 (19212) for HES Program funding; of the Project and amendments thereto (collectively the "Grant Agreement"); and WHEREAS, County issued a Request for Qualifications for professional engineering services (the "RFQ") in order to solicit proposals from consultants willing and able to provide, among other services, engineering services and construction administration for the Project; and WHEREAS, after review of proposals submitted in response to the RFQ, County wishes to retain Consultant to provide the services described in paragraph 1 below; and WHEREAS, Consultant is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the Services as defined below in paragraph 1 hereof; and WHEREAS, this Agreement shall govern the relationship between Consultant and County in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Consultant and County agree as follows: 1. Services. Consultant is being retained to provide engineering/construction administration services in connection with the agreement to be entered into among County and Johnson Construction, C17-117 Inc. for construction of the Project ("Construction Agreement"). A copy of the fully executed Construction Agreement will be supplied to Consultant and Consultant shall perform the duties identified for performance by engineer in that Construction Agreement. Consultant agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the services required of the engineer under the Construction Agreement as well as those items described in Exhibit A (collectively the "Services" or "Work"). Exhibit A is attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement and in accordance with the requirements of the Grant Agreement which is attached hereto and incorporated herein as Exhibit C. The Services shall include performance of those items identified for local agency performance on the updated local agency check list (Sections 6, 8, 9, 10 and 11. of Exhibit G) including inspection and testing, approving sources of materials, performing required plant and shop inspections, documentation of contract payments, testing and inspection activities, preparing and approving pay estimates, preparing contract modification orders and minor contract revisions, processing contractor claims, construction supervision and sleeting the quality control requirements ofFHWA/CDOT Stewardship Agreement. In no event shall Consultant approve any change order or modification or claim without prior written approval of County and CDOT. Consultant shall administer the work in accordance with this Agreement, Exhibit C and the requirements of the Construction Agreement and applicable state procedures. a. Consultant agrees to furnish the Services no later than May 1, 2018 and in accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A, then Consultant agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Consultant represents that it has the expertise and personnel necessary to properly and timely perform the Services. b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. C. Consultant agrees that it will not enter into any consulting or other arrangements with third parties that will conflict in any manner with the Services. 2. County's Representative. The Engineering Department's designee shall be Consultant's contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph 12 hereof, shall continue in full force and effect through the I" day of May, 2018. 4. Extension or Modification. This Agreement may not be amended or supplemented, nor may any obligations hereunder be waived, except by agreement signed by both parties. No additional services or work performed by Consultant shall be the basis for additional compensation unless and until Consultant has obtained written authorization and acknowledgement by County for such additional services in accordance with County's internal policies. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Services, 2 Eagle County Prof Services Final 5!14 and no claim. that County has been unjustly enriched by any additional services, 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 County for such additional services is not timely executed and issued in strict accordance with this Agreement, Consultant's rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work perfonned. S. Compensation. County shall compensate Consultant for the performance of the Services in a sun computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not exceed $170,600. Consultant shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. Notwithstanding anything herein to the contrary all invoices submitted by Consultant shall comply with the State of Colorado standardized billing format as required by Exhibit C. a. Payment will be made for Services satisfactorily performed within thirty (30) days of receipt of a proper and accurate invoice from Consultant. All invoices shall include detail regarding the Hours spent, tasks performed, who performed each task and such other detail as County may request. b. Any out-of-pocket expenses to be incurred by Consultant and reimbursed by County shall be identified on Exhibit A. Out-of-pocket expenses will be reimbursed without any additional mark-up thereon and are included in the not to exceed contract amount set forth above. Out-of-pocket expenses shall not include any payment of salaries, bonuses or other compensation to personnel of Consultant. Consultant shall not be reimbursed for expenses that are not set forth on Exhibit A unless specifically approved in writing by County. C. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Consultant was improper because the Services for which payment was made were not performed as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Consultant shall forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. d. County will not withhold any taxes from monies paid to the Consultant hereunder and Consultant agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. C. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Consultant in respect of any period after December 31 of any year, without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, See. 20). 3 Eagle County Prof Services Final 5114 C. Sub -consultants. Consultant acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Consultant. Consultant shall not enter into any sub -consultant agreements for the performance of any of the Services or additional services without County's prior written consent, which may be withheld in County's sole discretion. County hereby consents to the appointment of Kumar and Associates, Inc. doing business as H-P/Kumar as the gcoteclinical engineer for the Project and as Consultant's subcontractor. County hereby consents to the appointment of Drake Consulting, Inc. as the as built / field work surveyor for the Project and as Consultant's subcontractor. County hereby consents to the appointment of Schmueser Gordon Meyer, Inc. ("SGM") to set the right of way monuments for the Project and as Consultant's subcontractor. Fees of I -1-P/ Kumar, Drake Consulting, Inc. and SGM. are incorporated in the compensation figure set forth in paragraph 5 above. County shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the perfonnance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Project. Consultant shall require each sub -consultant, as approved by County and to the extent of the Services to be performed by the sub -consultant, to be bound to Consultant by the terms of this Agreement, and to assume toward Consultant all the obligations and responsibilities which Consultant, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any sub -consultant hired by Consultant and Consultant shall cooperate in such process. The Consultant shall be responsible for the acts and omissions of its agents, employees and sub -consultants or sub -contractors. 7. Insurance. Consultant agrees to provide and maintain at Consultant's sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. i. Workers' Compensation insurance as required by law and employer's liability insurance covering all of Consultant's employees or sub -consultants acting within the scope and course of their employment. ii. Auto coverage with limits of liability not less than $ 1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned, hired, and non -owned vehicles. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury, products/completed operations, broad form property damage with limits of liability not less than S 1,000,000 per occurrence and $2,000,000 aggregate limits. iv. Professional liability insurance with prior acts coverage for all Services required hereunder, in a form and with an insurer or insurers satisfactory to County, with limits of liability of not less than $1,000,000 per claim and $2,000,000 in the aggregate. In the event the professional liability insurance is on a claims -made basis, Consultant warrants that any retroactive date under the policy shall precede the effective date of this Agreement. Continuous coverage will be maintained during any applicable statute of limitations for the Services and Project. a Lagic County Prof Services Final 5/14 b. Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include Eagle County and the State of Colorado (CDOT), their associated or affiliated entities, successors and assigns, elected officials, employees, agents and volunteers as additional insureds. ii. Consultant's certificates of insurance shall include sub -consultants as additional insureds under its policies or Consultant shall furnish to County separate certificates and endorsements for each sub -consultant. All coverage(s) for sub -consultants shall be subject to the same minimum requirements identified above. Consultant and sub -consultants, if any, shall maintain the foregoing coverage in effect until the Services are completed. In addition, all such policies shall be kept in force by Consultant and its sub -consultants until the applicable statute of limitations for the Project and the Services has expired. iii. Insurance shall be placed with insurers duly licensed or authorized to do business in the State of Colorado and with an "A.M. Best" rating of not less than A-VI1. iv. Consultant's insurance coverage shall be primary andnon-contributory with respect to all other available sources. Consultant's policy shall contain a waiver of subrogation against Eagle County and the State of Colorado, its agencies, institutions, organizations, officers, agents, employees and volunteers. V, All policies must contain an endorsement affording an unqualified thirty (30) days notice of cancellation to County in the event of cancellation of coverage. vi. All insurers must be licensed or approved to do business within the State of Colorado and all policies must be written on a per occurrence basis unless otherwise provided herein. vii. Consultant's certificate of insurance evidencing all required coverage(s) is attached hereto as Exhibit B. Upon request, Consultant shall provide a copy of the actual insurance policy and/or required endorsements required under this Agreement within five (S) business days of a written request from County, and hereby authorizes Consultant's broker, without further notice or authorization by Consultant, to immediately comply with any written request of County for a complete copy of the policy. Consultant shall supply the State of Colorado with the certificates of insurance identified herein upon request therefor. viii. Consultant shall advise County in the event the general aggregate or other aggregate limits are reduced below the required per occurrence limit. Consultant, at its own expense, will reinstate the aggregate limits to comply with the m.inimum limits and shall furnish County a new certificate of insurance showing such coverage. 5 Eagle County Pror Services Final 5!14 ix. If Consultant fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to County, County shall be entitled to immediately tcrniinatc this Agreement. X. The insurance provisions of this Agreement shall survive expiration or termination hereof. xi. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. xii. Consultant is not entitled to workers' compensation benefits except as provided by the Consultant, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Consultant or some other entity. The Consultant is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 8, Indemnification. The Consultant shall indemnify and hold harmless County, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Consultant or any of its sub -consultants hereunder; and Consultant shall reimburse County for reasonable attorney fees and casts, legal and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Consultant. This paragraph shall survive expiration or termination hereof. 5. Ownership of Documents. All documents prepared by Consultant in connection with the Services shall become property of County. Consultant shall execute written assignments to County of all rights (including common law, statutory, and other rights, including copyrights) to the same as County shall from time to time request. For purposes of this paragraph, the term "documents" shall mean and include all reports, plans, studies, tape or other electronic recordings, drawings, sketches, estimates, data sheets, maps and work sheets produced, or prepared by or for Consultant (including any employee or sub - consultant in connection with the performance of the Services and additional services under this Agreement). The County acknowledges that the use of documents prepared by Consultant or Consultant's sub -consultants for other than the Project shall be at County's solc risk and without liability to Consultant. Consultant will promptly furnish and disclose to County all materials (including but not limited to software, prototypes, drawings, artwork, documentation and any other deliverables), ideas, designs, techniques, inventions, discoveries, improvements, information, creative works and any other works discovered, prepared or developed by or for Consultant in the course of or resulting from die provision of Services under this Agreement (collectively with any works, information or other items delivered to die Consultant and all intellectual property rights and applications relating to any of the foregoing, ("Work 6 Eagle County Prof Services Final 5114 Product"). All right, title and interest in the Work Product vests in County and the State of Colorado and is deemed to be a work make for hire; and to the extent it is not considered a work made for hire, Consultant hereby assigns (and to the extent necessary, has caused its employees, contractors and others to waive) all rights under all laws (of the United States and all other countries) now existing or hereafter permitted, with respect to any and al I purposes for which the Work Product may be used, including without limitation (a) all rights under the United States Copyright Act, or any other country's copyright law, including but not limited to, any rights provided in 17 U.S.C. Section 106 and 106A; (b) any rights of attribution and integrity or any other "moral rights of authors" existing under statutory, common or any other law. At no additional charge, Consultant will execute all papers (including assignments) and do all things required in order to evidence, perfect, obtain, protect, defend, convey and enforce the rights of County and the State of Colorado in the Work Product. Consultant hereby irrevocably designates and appoints County and its duly authorized officer and agent and attorney in fact, to execute documents and take any lawfully pennitted action to evidence, perfect, obtain, protect, defend, convey and enforce the rights of County and the State of Colorado in the Work Product that Consultant is unable or unwilling to perform. Consultant will deliver all Work Product (as defined herein) in progress or completed as of the date of termination or expiration of this Agreement. The County acknowledges that the use of documents prepared by Consultant and Consultant's sub -consultants for other than the Project shall be at County's sole risk and without liability to Consultant. 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States trail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing the date, time and receiving facsimile number for the transmission, or (v) when transmitted via e-mail with conFnnation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. COUNTY: Eagle County, Colorado Attention. Taylor Ryan, P.E. 500 Broadway Post Office Box 850 Eagle, CO 8163I Telephone: 970-328-3562 Facsimile: 970-328-8789 E-mail: Taylor.Ryan@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 Facsimile: 970-328-8699 7 Eagle County Prof Services Final 5114 E-Mail: atty@eaglecounty.us CONSULTANT: Sopris Engineering, LLC Attention: Yancy Nichol, P.E. 502 Main Street, Suite A-3 Carbondale, CO 81623 Telephone: 970-704-0311 Facsimile: 970-704-0313 E-mail: yn%cholnsopriseng.com 11. Coordination. Consultant acknowledges that the development and processing of the Services for the Project may require close coordination between various consultants and contractors. Consultant shall coordinate the Services required hereunder with the other consultants and contractors that are identified by County to Consultant from time to time, and Consultant shall immediately notify such other consultants or contractors, in writing, of any changes or revisions to Consultant's work product that might affect the work of others providing services for the Project and concurrently provide County with a copy of such notification. Consultant shall not knowingly cause other consultants or contractors extra work without obtaining prior written approval from County. If such prior approval is not obtained, Consultant shall be subject to any offset for the costs of such extra work. 12. Termination. (a) Termination for Cause: If Consultant fails to perform in the manner called for in this Agreement or if the Consultant fails to comply with any other provisions of this Agreement, County may terminate this Agreement for cause. Termination shall be effected by serving a notice of termination on Consultant setting forth the manner in which the Consultant has breached or is in default. Consultant will only be paid for the Services satisfactorily provided in accordance with the manner of performance set forth in this Agreement. Eagle County in its sole discretion may, in case of termination for cause, allow Consultant an appropriate period of time to cure the breach or default. In such case, the notice of termination will state the time period in which cure is permitted and appropriate conditions. if Consultant fails to remedy to Eagle County's satisfaction the breach or default, County shall have the right to terminate this Agreement without any further obligation to Consultant other than payment for Services satisfactorily performed prior to the date of the breach. Any such termination for breach or default shall not in any way operate to preclude County from also pursuing all available remedies against Consultant for said breach or default, (b) Termination for Convenience: County may terminate this Agreement for its convenience at any time by giving written notice to Consultant of such termination and specifying the effective date thereof, at least five (5) business days before the effective date of such termination. If the Contract is terminated by County for Convenience, Consultant will be paid compensation for those Services actually and satisfactorily provided. Partially completed tasks wil I be compensated for based on a signed statement of completion to be submitted by Consultant which shall itemize each task element and briefly state work has been completed and what work remains to be done. s Eagle County Prof Sen ices Final 51114 (c) Upon any termination of this Agreement, concurrent with Consultant's receipt of such payment, Consultant shall sign and deliver to County true and complete copies of Consultant's Work Product and all documents defined in paragraph 9, hereof, in such format as County shall direct and shall return all County owned materials and documents. 13. Venue, Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of die State of Colorado. 14. Execution by CounteWarts: Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page, (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to 121. 15, Other Contract Requirements. a. Consultant shall be responsible for the completeness and accuracy of the Services, including all supporting data or other documents prepared or compiled in performance of the Services, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the County has accepted or approved the Services shall not relieve Consultant of any of its responsibilities. Consultant shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to Consultants performing; similar services. Consultant represents and warrants that it has the expertise and personnel necessary to properly perform the Services and covenants that its professional personnel are duly licensed to perform the Services within Colorado. This paragraph shall survive termination of this Agreement. b. Consultant agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. C. This Agreement constitutes an agrecmcnt for perforniance of the Services by Consultant as an independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employce, master -servant, partnership, joint venture or any other relationship between County and Consultant except that of independent contractor. Consultant shall have no authority to bind County. d. Consultant represents and warrants that at all times in the performance of the Services, Consultant shall comply with any and all applicable laws, codes, rules and regulations. 9 Eagle County Prof Services Final 5?14 e. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. f Consultant shall not assign any portion of this Agreement without file prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. At the sole discretion of the State of Colorado, County shall assign to the State all of County's right, title and interest herein. g. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third parry. Et. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. i. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof, j. Consultant shall maintain for a minimum of three years, adequate financial and other records for reporting to County. Consultant shall be subject to financial audit by federal, state or county auditors or their designees. Consultant authorizes such audits and inspections of records during normal business hours, upon 48 hours' notice to Consultant. Consultant shall fully cooperate during such audit or inspections. k. The signatories to this Agreement aver to their knowledge, no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Consultant has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Consultant shall not employ any person having such known interests. 1. The Consultant, if a natural person eighteen (t 8) years of age or older, hereby swears and affirms under penalty of perjury that he or she (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) to the extent applicabte shall comply with C.R.S. 24-76.5-103 prior to the effective date of this Agreement. I'll. The Services under this Agreement shall be compatible with the requirements of the Grant Agreement. Consultant shall further comply with 49 CFR 18.36 (i) and any design work under this Agreement shall be compatible with the requirements of Exhibit C for the design/construction of the Project. The State of Colorado is an intended third -party beneficiary of this agreement for that purpose. n. Consultant agrees that upon advertisement of the Project work for construction, the Consultant shall make available services as requested by the State to assist the State in the evaluation of io Earle County Prof Services Final 5114 the construction and the resolution of any construction problems that may arise during the construction of the Project. o. If included in the Services, Consultant shall review the construction contractor's shop drawings for conformance with the contract documents and compliance with the provisions of the State's publication, Standard Specifications for Road and Bridge Construction in connection with this work. P. Consultant shall comply with the provisions of 49 C.F.R. 18.36 (i) including but not limited to: (i) In accordance with 49 C.F.R. 18.36 (i), Consultant agrees to provide the County, the State and the Federal Highway Administration ("FHWA"), the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers, and records of Consultant which are directly pertinent to this Agreement for the purposes of making audits, examinations, excerpts and transcriptions. Consultant agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. Consultant agrees to maintain all books, records, accounts, and reports required under this Agreement for a period of not less than three (3) years after the date of termination or expiration of this Agreement, in which case Consultant agrees to maintain same until the County, the State, the FHWA, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. (ii) Compliance with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h), Section 508of the Clean Water Act (33 U.S.C. 1368), executive Order 11738, and Environmental Protection Agency Regulations (40 CFR part 15). (iii) Compliance with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. (iv) 49 CFR 18.36 (i) is attached hereto and incorporated herein by reference as Exhibit D. S. Consultant shall make no changes to the Plans and specifications for the Project without prior approval of County and CDOT. t. Consultant 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 and may hereafter be amended. A listing of certain federal and state laws that may be applicable are described in Exhibit J and Exhibit K to the Grant Agreement. it Ingle County Prof 5crviccs Final 5114 U. Consultant shall comply with the Title VI contract provisions and non-discrimination authorities as set forth in Exhibit H. V. Consultant shall comply with Exhibit E Certification for Federal Aid Contracts. W. Consultant shall comply with and also shall ensure compliance by the Contractor and its sub -contractor's with FHWA-1273 which is attached hereto as Exhibit F. t6. Prohibitions on Government Contracts. As used in this Section 16, 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-t7.5-101, et. seq. If Consultant has any employees or subcontractors, Consultant shall comply with C.R.S. 8-17.5-101, et. seq., and this Agreement. By execution of this Agreement, Consultant certifies that it does not knowingly employ or contract with an undocumented individual who will perform under this Agreement and that Consultant will participate in the E -verify Program or other Department of Labor and Employment program ("Department Program") in order to confirm the eligibility of atl employees who are newly hired for employment to perform Services under this Agreement. a. Consultant shall not: i. Knowingly employ or contract with an undocumented individual to perform Services under this Agreement; or ii. Enter into a subcontract that fails to certify to Consultant that the subcontractor shall not knowingly employ or contract with an undocumented individual to perform work under the public contract for services. b. Consultant has confinned the employment eligibility of all employees who are newly hired for employment to perforrn Services under this Agreement through participation in the E -Verify Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E -verify program can be found at: http://www.diis.aov/xprevt)rot/oro=rams/ =c 1 185221678150.shtm C, Consultant shall not use either the E -verify program or other Department Program procedures to undertake pre-employment screening of job applicants while the public contract for services is being performed. d. If Consultant obtains actual knowledge that a subcontractor performing work under the public contract for set -vices knowingly employs or contracts with an undocumented individuat, Consultant shall be required to: i. Notify the subcontractor and County within three (3) days that Consultant has actual knowledge that the subcontractor is employing or contracting with an undocumented individual; and 12 Eagle County Prof Services Final 5114 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 Consultant shall not terminate the contract with the subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an undocumented individual. e. Consultant 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). f. If Consultant violates these prohibitions. County may terminate the Agreement for breach of contract. If the Agreement is so terminated specifically`forbreach of this provision of this Agreement, Consultant shall be liable for actual and consequentialdamages .t6 County as required by law. g. County will notify the Colorado,Secretary of State if Consultant violates this provision of this Agreement and County terminates the Agreement for such breach. [REST OF PAGE INTENTIONALL Y LEFT BLANK] 13 Eagle County Nor Services Final 5114 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. Attest: By:.t• Regina Obrien, Clerk to State of Colorado ) )ss. County of Eagle ) COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY By: Pian H. Ryan, CONSULTANT: SOPRIS EN INEERING ..LLC By: t ✓� Fri ame: Title:1rI The foregoing Agreement was acknowledged before my this ;. � day of _ _ _ , 2017, by 64!�tf 46491 as t°!' of Sopris Engineering, LLC, a Colorado limited liability company. Witness my hand and official seal. My commission expires:. ANGGILBERT NOTARY PUBLIC STATE OF COLORADO NOTARY ID # 20064047280 MY CC9hTfiifs 0 EXPIRES NOVEMBER 20,201a Notary Public 14 Eagle County Pref Services Final 5114 E=agle County -E! .Jebel Roundabout SE Proposal #16261 TABLE OUTLINING ANTICIPATED SCOPE OF SERVICES 2 -PRE-CONSTRUCTION (INCLUDING AGENDA AND MINUTES) 3 -PRE-SURVEY CONSTRUCTION STAKING (INCLUDING AGENDA AND MINUTES) 4 -PRE-SURVEY MONUMENTATION (INCLUDING AGENDA AND MINUTES) 5 -CONCRETE PAVEMENT PRE -PAVING (INCLUDING AGENDA AND MINUTES) 6 -HMA PRE -PAVING (INCLUDING AGENDA AND MINUTES) 7 -ATTEND MATERIALS PRE -CONSTRUCTION MEETING (AGENDA AND MINUTES BY MATERIAL TESTING) 8 -ATTEND WEEKLY CONSTRUCTION MEETINGS INCLUDING AGENDA AND MINUTES (ASSUMING 30 MEETINGS) 9 -DEVELOP AND DISTRIBUTE PUBLIC NOTICE OF PLANNED CONSTRUCTION TO MEDIA AND LOCAL RESIDENTS 10 -CONCRETE PAVEMENT PRE -PAVING 11 -HMA PRE -PAVING 12 -ATTEND MATERIALS PRE -CONSTRUCTION MEETING (AGENDA AND MINUTES BY MATERIAL TESTING) 13 -WEEKLY CONSTRUCTION MEETINGS (ASSUMING 30 MEETINGS) 14 DEVELOP AND DISTRIBUTE PUBLIC NOTICE OF PLANNED CONSTRUCTION TO MEDIA AND LOCAL RESIDENTS 15 I -PROJECT SUPPORT 16 1 -PROJECT SUPPORT 17 -MONITOR PROJECT FINANCIAL STATUS AND SUBMIT A CDOT FORM #65a0N A MONTNLY BASIS -COMPILE AND SUBMIT WEEKLY AND MONTHLY PROGRESS REPORTS: MONTHLY REPORTS ON 18 APPROPIRATECDOT FORM 19 -DAILY COORDINATOIN WITH FIELD ENGINEER 20 -COORDINATION WITH CONTRACTOR 21 -COORDINATION WITH EAGLE COUNTY 22 -COORDINATION WITH COOT 23 -PROJECT COORDINATION/ADMINISTRATIONIDOCUMENTATION 24 APPROVE SHOP DRAW NGSISUBMITTALS a. CDOT Form 4205 -Sublet Permit Application after From #713 has been checked by the Region EEO Administrative Program Specialist b. Method Of Handling Traffic .__.. c. Proaress Schedules 81623 - (970) 704-0311 - Fax (970) 704-0313 SopRisENGINEERING • LLC cl„l consultants Eagle County -EI Jebel Roundabout SE Proposal #16261 TABLE OUTLINING ANTICIPATED SCOPE OF SERVICES ( CONTINUED) 25 ` -PERFORM REQUIRED EEO/AA/DBE/OJT OR LABOR COMPLIANCE TASKS AS FOLLOWS: a, Conduct Contractor/Subcontraclor reviews to ensure conformance wllh the Equal Employment Opportunity/Affirmative Action (AA)IDBEIOJT requirements contained In the contract (FHWA Form 1273) b. Complele and Submit to Dot Region EEO Administrative Program Specialist, the required number of CDOT Form 280 - EEO and Labor Compliance Verification c. Monitor DBE participation to ensure compliance d. Complete and submit to the COOT EEO Administrative Program Specialist, the applicable number of CDOT Form #200- OJT Training Questionnaire, when project utilizes OJTs e. Coordinate submittals by Contractor and all subcontractors of FHWA Form 1391 (Highway Construction contraclor's Annual EEO Report) to the CDOT Region EEO Administrative Program Specialist. 26 -PREPARE AND APPROVE INTERM AND FINAL. CONTRACTOR PAY ESTIMATES (1 EVERY 30 DAYS) 27 1 -PREPARE AND AUTHORIZE CHANGE ORDERS* 28 -RESOLVE CONTRACTOR CLAIMS AND DISPUTES" .f1�LL3ENGlN�L±R 29 -DAILY COORDINATOIN WITH PROJECT ENGINEER 30 -COORDINATION WITH CONTRACTOR 31 -COORDINATE WITH GEOTECH 32 -COORDINATION WITH CDOT 33 -DAILY CONSTRUCTION INSPECTION (OUTSIDE OF OTHER TASKS DETAILED IN THIS SPREADSHEET) 34 -FORM 103 -PROJECT DIARY AND FORM 266 -INSPECTORS PROGRESS REPORT TO BE COMPLETED EACH DAY 35 -FORM 7 -RECORD ALL REQUIRED MEASUREMENTS FOR PAY ITEMS TO BE COMPLETED EACH DAY a. MATERIAL WEIGHT TICKETS b, CONCRETE BATCH TICKETS c, SEED BAG TICKETS 36 -CERTIFICATES OF COMPLIANCE AND CERTIFIED TEST REPORTS -TO BE COLLECTED BY GEOTECH 37 -OFFICE WORK NECESSARY TO DOWNLOAD AND LOG PHOTOSIFINALIZE REPORTS 38 APPROVE SHOP DRAWINGSISUBMITTALS a. CDOT Forms} #Z05 -Sublet Permit Appllcation b. Method Of Handling Traffic c. Progress Schedules d, Shop Drawings e, Working Drawings f. Other Submittals g. All EEO Labor Compliance Requirements 39 PERFORM TRAFFIC CONTROL INSPECTIONS 40 PREPARE AND APPROVE INTERM AND FINAL CONTRACTOR PAY ESTIMATES (1 EVERY 30 DAYS) -COLLECT AND REVIEW CDOT FORM 1418 AND SUBMIT TO CDOT 41 SUPPORT PREPARATION AND AUTHORIZATION OF CHANGE ORDERS* 42 PREPARE AND SUBMIT MONTHLY PROGRESS REPORTS 43 1 RESOLVE CONTRACTOR CLAIMS AND DISPUTES* 502 Main Street - Suite A3 - Carbondale, CO 81623 - (970) 704-0311 - Fax (970) 704-0313 SOPRIS ENGINEERING a LLC civil consultants Eagle County-Ef Jebel Roundabout SE Proposal #16261 SCOPE OF SERVICES 44 -FULFILL PROJECT BULLETIN BOARD AND PRE -CONSTRUCTION PACKET REQUIREMENTS 45 -COORDINATE WITH CONTRACTOR AND COUNTY ON CERTIFIED PAYROLLS I 46 I -CONDUCT INTERVIEWS WHEN PROJECT UTILIZES ON-THE-JOB TRAINESES. COMPLETE CDOT FORM 200 I 62 -CHECK FINAL QUANTITIES, PLANS AND PAY ESTIMATE; CHECK PROJECT DOCUMENTATION AND SUBMIT FINAL CERTIFICATION-CDOT FORM 1212: FINAL ACCEPTANCE REPORT AND CDOT FORM 950: PROJECT CLOSURE 83 -PROCESS FINAL PAYMENT *SUBJECT TO COUNTY AND CDOT APPROVAL PLEASE NOTE THAT OUR SCOPE OF SERVICES ALSO INCLUDES A GEOTECH FOR ALL REQUIRED MATERIAL TESTING AND DOCUMENTATION AS WELL AS THE MAINTENACE OF THE CDOT FORM #250. 502 Main Street - Suite A3 - Carbondale, CO 81623 - (970) 704-0311 - Fax (970) 704- SaubpRis ENGINEERING 4p LLC civil consultants Eagle County-Ei ,rebel Roundabout 5E Proposal #96251 So rls Engineering, LLC Schedule of (tate Effective January 2017 Total project charges are based on hourly rates, plus direct jab expenses as follows: Personnel Charaes Principal Engineer, Principal Surveyor $195,00/hr. Project Manager $130.00/hr. Project Engineer (P. E.), Survey Manager (L. S.) $120.001hr. Design and/or Field Engineer, Survey Supervisor $100.00/hr. GIS Technician $90,001hr. Technician, Field Observer, Party Chief $90.00/hr. Technical Typist, Clerical $50.00/hr. Three-man Survey Crew $170.00/hr. Two-man Survey Crew $140.00/hr. Robotic Survey Crew $140.00/hr. GPS Survey Crew $150.00/hr. Courtroom Expert Testimony $300.001hr. Court and Deposition Preparation $195.001hr Deposition $250.001hr Computer Charges Computer Plots $20.001ea. Online Research Additional $20.001 hr Miscellaneous Charaes Photocopies $0.15/ea. Blacitline/Blueline prints ! small color $1.50/ea. 24" x 36" Color prints $20.00 ea. Mylar Sepias $30.00/ea. Vehicle Mileage $0.60/mi. Overnight Delivery (in state) as charged Overnight Delivery (out of state) as charged Custom Billing Forms $20.001hr Outside Consultants or sub -Contractors Billed at Our Cost plus 5% Other Direct Proiect Expenses Billed at Our Cost Travel Expenses: Airfare, lodging, meals, car rental, telephone, parking fees, etc. 502 Main Street - Suite A3 - Carbondale, CO 81623 - (970) 704-0311 - Fax (970) 704-0313 Sor a ENGINEERING e LOL C civil consultants SPENG-'i CERTIFICATE OF LIABILITY INSURANCE OATE(MMICICNYY ) 0312812D17 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on PRODUCER 970-945-9111 ! CONTACT Jade Moss i ME Nell-Garing insurance FPHONE 87p-945-9111 FAX 970.945-235D PO Bax 1576 (AIC, No, exil: nuc Nal.. Glenwood Springs, CO 81602 FJE-MAIL ,1� a�_Nei1-Taring.com ------------------ ---� _ ADpFk ___ Jim Nadon, CIC I IN5URER}AFFORbINGOOVEFL4GE { NAIC INSURER A: 125682 INSURFD Sopris Engineering, LLC INSURER e 502 Main Street, Ste A3 - ------------- -------- _ I INSIlR£R C Carbondale, CO 81623 �---���_—�-����-----------._-_._-_-__-_-_-_.-__-__..__ _ + COVERAGES CERTIFICATE NUMBER: 7 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. mmTTaT^^ _ INSR 4 _____ 'ADDCSt3eq,! POLICY EFF POLICY EXP I _LTR! TYPE OF INSURANCE INSQ.;.yPCY POLICY NlfM6pR................J..IhtNff.BALYYYY1bid1e4R1YYYYlr.,..,_._..._.,.,.e LIMITS kp__-� _---�._. �_�_..._-. _�..___� A X COMMERCIAL. GENERAL LIABILITY EACH OCCURRENCE 5 1,000'000 _:.. 1 CLAIMS -MADE X ; OCCUR DAMAGE TO RENTED - � _ 1,000 ,000 X X ,6806H851605 0210112047 02101!2078 E> JSE CE rIu 5 -_ � MEO EXP Any ane er�,pn $ 5,000 -� T-^- -_.....-.._ _-...-.-.. .........._. 'PERSONAL&ADV INJURY 6___ .......... 1,nOti3OIln i GEN'L AGGREGATE LIMIT APPLI2,0x0,000 36 PER: GENERAL AGGREGATE 5 POucYX Lac 2,000,000 ( i PRODUCTS - C{lMP'OP AG 3 _ OTHER:____ Emp Ben. 1,000,000 ._-�.................._ ,. ®m..�„,_______ ._..__�. COMBINED 51NGLE LIMIT A AUTOMOBILE LIABILITY �� ANY AUTO X X BA3474X792 1 02101120171 0210112018 BODILY INJURY Per ersan $ E OWNED{ SCHEDULED ; ` AUTOS ONLY i AUTOS € BODILY INJURY Per acradent L,___,_ HIRTO X 1 NON-OWNECi 3 3 Ppe�acCRdenDAMAGE ,,.,...{ AU C75 ONLY AUTOS ONLY 3 3 F1 5 A X UMBRELLA LIAe X i OCCUR i _____ _ _ _ _ 1 000 000 L7I i EACH OCCURRENCE $ ' r Exc£ssLIAD CLAIMS -MADE CUP3662T340 i 0210112017' 021011201$' j 1,000,000 ._....._-4-_............�--..._._.�i € I AGGiiEGATE 5 I DEn I X_ ReTENTTON S 10,000; A WORKERS COMPENSATION--__..___ € I X I PER j OTH• AND EMPLOYERS' LIABILITY__I$TI}IF ER YIN UB389ST65716 0610412016 06101/2017 1000000 :ANY PROPRIETORIPARTNER/EXECUTIVE I X I E.L. EACH ACCIDENT 5 pFFICER;MEMBER EXCLUDED?, ! N!A i ---_------ (Mandatory In NH) 1,000,000 E.L, DISEASE - EA EMPLOYEE' S llryes,aescribeunder I ._.......-1,000,000 DESCRIPTION OF OPERATIONS below -I 3 E.L. DISEASE -POLICY LIMIT 5 ^^ A Professional Liahi-..._.....i 405204605 02115!2017! 0211512018 Per Claim 1,000,000 Aggregate 2000r 000 ES TK)N F O RATION ! L TION VEHICLE {A RD 10t, A Itlon Rernark cbe uJ may be attached If more space Is requlredl errf IC to%o�JRA €s A�da(i�{�ona �nsureJ A& regar to enera Ia €Pity _.__.�___�___ and ongoing operations of the insured & Business Auto on a Primary & Non - Contributory bass as required by contract, General Liability, Business Auto & Workers Compensation include automatic Waivers of Subrogation. 30 pay Notice of Cancellation for other than non-payment of premium Included. EAGLE -9 Eagle County & State of Colorado (CDOT) PO Box 850 Eagle, CO 81631 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS, AUTHORIZED REPRESENTATIVE ACORD 25 (2016103) 0 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ASIhk TRAVELERS WORKERS COMPENSATION AND ONE TOWER EMPLOYERS LIABILITY POLICY GT 06183 06 HARTFORD,. CT ENDORSEMENT WC 00 03 13 (00) -oi POLICY NUMBER: (XFUS-3895TGS--7-16) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone Ilable for an injury covered by this policy, We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit any one not named In the Schedule. SCHEDULE DESIGNATED PERSON: DESIGNATED ORGANIZATION: ANY PERSON OR ORGANIZATION FOR WHICH THE INSURED HAS AGREED BY WRITTEN CONTRACT EXECUTED PRIOR TO LASS TO FURNISH THIS WAIVER. DATE OF ISSUE: 04-12-16 ST ASSIGN: COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ARCHITECTS, ENGINEERS AND SURVEYORS KTEND ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART GENERAL DESCRIPTION OF COVERAGE Provisions A. -- T. and V. of this endorsement broaden coverage. Provisions U. and W. of this endorsement may limit coverage. The following listing is a general coverage description only. Limitations and exclusions may apply to these coverages, Read all the PROVISIONS of this endorsement carefully to determine rights, duties, and what is and is not covered. A. Broadened Named Insured N. Additional Insured — Architect, Engineer Or B. Incidental Medical Malpractice Surveyor C. Reasonable Force -- Bodily Injury Or Property O. Who Is An Insured — Newly Acquired Or Formed Damage Organizations D. Non -Owned Watercraft — Increased To Up To 75 P. Who Is An Insured — Unnamed Partnership Or feet Joint Venture — Excess E. Aircraft Chartered With Crew F. Extension Of Coverage — Damage To Premises Rented To You G. Malicious Prosecution — Exception To Knowing Violation Of Rights Of Another Exclusion H. Medical Payments Limit 1. Increased Supplementary Payments J. Additional Insured — Owner, Manager Or Lessor Of Premises K. Additional Insured — Lessor Of Leased Equipment L. Additional Insured — State Or Political Subdivi- sions — Permits Relating To Premises M. Additional Insured — State Or Political Subdivi- sions — Permits Relating To Operations PROVISIONS A. BROADENED NAMED INSURED 1. The Named Insured in Item 1. of the Com- mon Policy Declarations is amended as fol- lows: The person or organization named in Item 1. of the Common Policy Declarations and any organization, other than a partnership, joint venture, limited liability company or trust, of which you are the sole owner or in which you maintain the majority ownership interest on the effective date of the policy. However, Q. Per Project General Aggregate Limit R. Knowledge And Notice Of Occurrence Or Offense S. Unintentional Omission T. Waiver Of Transfer Of Rights Of Recovery Against Others To Us When Required By Con- tract Or Agreement U. Amended Bodily Injury Definition V. Amended Insured Contract Definition — Railroad Easement W. Amended Property Damage Definition — Tangible Property X. Additional Definition -- Contract or Agreement Requiring Insurance coverage for any such additional organization will cease as of the date, if any, during the policy period, that you no longer are the sole owner of, or maintain the majority ownership interest in, such organization. 2. This Provision A. does not apply to any per- son or organization for which coverage is ex- cluded by another endorsement to this Cov- erage Part. B. INCIDENTAL MEDICAL MALPRACTICE 1. The following is added to Paragraph 1. Insur- ing Agreement of COVERAGE A BODILY CG D3 79 09 07 © 2007 The Travelers Companies, [nc. Page 1 of 8 COMMERCIAL GENERAL LIABILITY INJURY AND PROPERTY DAMAGE LI- ABILITY in COVERAGES (Section 1): "Bodily injury" arising out of the rendering of, or failure to render, "first aid" or "Good Sa- maritan services" to a person, other than a co -"employee" or "volunteer worker", will be deemed to be caused by an 'occurrence". For the purposes of determining the applica- ble limits of insurance, any act or omission together with all related acts or omissions in the furnishing of the services to any one per- son will be deemed one "occurrence". 2. As used in this Provision B.: a. "First aid" means medical or nursing ser- vice, treatment, advice or instruction; the related furnishing of food or beverages; the furnishing or dispensing of drugs or medical supplies or appliances; b. "Good Samaritan services" means those medical services rendered or provided in an emergency and for which no remu- neration is demanded or received. 3. Paragraph 2.a.(1)(d) of WHO IS AN IN- SURED (Section 11) does not apply to any of your "employees", who are not employed as a doctor or nurse by you, but only while per- forming the services described in Paragraph 1, above and while acting within the scope of their employment by you. Any such "employ- ees" rendering "Good Samaritan services" will be deemed to be acting within the scope of their employment by you. 4. The following exclusion is added to Para- graph 2. Exclusions of COVERAGE A BOD- ILY INJURY AND PROPERTY DAMAGE LIABILITY in COVERAGES (Section I); Sale of Pharmaceuticals "Bodily injury" or "property damage" aris- ing out of the willful violation of a penal statute or ordinance relating to the sale of pharmaceuticals committed by or with the knowledge or consent of the insured. 5. The insurance provided by this Provision B. shall be excess over any valid and collectible other insurance available to the insured, whether primary, excess, contingent or on any other basis, except for insurance pur- chased specifically by you to apply in excess of the Limits of Insurance shown in the Decla- rations for this Coverage Part, C. REASONABLE FORCE — BODILY INJURY OR PROPERTY DAMAGE The Expected Or Intended Injury Exclusion in Paragraph 2. Exclusions of COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY in COVERAGES (Section 1) is de- leted and replaced by the following: Expected Or intended injury Or Damage "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to "bodily injury" or 'property damage" resulting from the use of rea- sonable force to protect any person or property. D. NON -OWNED WATERCRAFT — INCREASED TO UP TO 75 FEET 1. The exception contained in Subparagraph (2) of the Aircraft, Auto Or Watercraft Exclu- sion in 2. Exclusions of COVERAGE A BODILY INJURY AND PROPERTY DAM- AGE LIABILITY in COVERAGES (Section 1) is deleted and replaced by the following: (2) A watercraft you do not own that is: (a) Less than 75 feet long; and (b) Not being used to carry persons or property for a charge; 2. Only as respects the insurance provided by this Provision D., WHO IS AN INSURED (Section 11) is amended to include as an in- sured any person who, with your expressed or implied consent, either uses or is respon- sible for the use of the watercraft. 3. The insurance provided by this Provision D. shall be excess over any valid and collectible other insurance available to the insured, whether primary, excess, contingent or on any other basis, except for insurance pur- chased specifically by you to apply in excess of the Limits of Insurance shown in the Decla- rations for this Coverage Part. E. AIRCRAFT CHARTERED WITH CREW 1. The following is added to the exceptions con- tained in the Aircraft, Auto Or Watercraft Exclusion in Paragraph 2. Exclusions of COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY in COV- ERAGES (Section 1): Aircraft chartered with crew, including a pilot, to any insured, Page 2 of 8 O 2007 The Travelers Companies, Inc. CG D3 79 09 07 2. This Provision E. does not apply if the char- tered aircraft is owned by any insured. 3. The insurance provided by this Provision E. shall be excess over any valid and collectible other insurance available to the insured, whether primary, excess, contingent or on any other basis, except for insurance pur- chased specifically by you to apply in excess of the Limits of Insurance shown in the Decla- rations for this Coverage Part. F. EXTENSION OF COVERAGE — DAMAGE TO PREMISES RENTED TO YOU 1. The last paragraph of COVERAGE A BOD- ILY INJURY AND PROPERTY DAMAGE LIABILITY in COVERAGES (Section 1) is deleted and replaced by the following: Exclusions c. through n. do not apply to dam- age to premises while rented to you, or tem- porarily occupied by you with permission of the owner, caused by: a. Fire; b. Explosion; c. Lightning; d. Smoke resulting from such fire, explo- sion, or lightning; or e. Water. A separate limit of insurance applies to this coverage as described in LIMITS OF IN- SURANCE (Section 111). COMMERCIAL GENERAL LIABILITY any one premises while rented to you, or temporarily occupied by you with permission of the owner, caused by: fire; explosion; light- ning; smoke resulting from such fire, explo- sion, or lightning; or water. The Damage To Premises Rented To You Limit will apply to all "property damage" proximately caused by the same "occurrence", whether such dam- age results from: fire; explosion; lightning; smoke resulting from such fire, explosion, or lightning; or water; or any combination of any of these causes. The Damage To Premises Rented To You Limit will be the higher of: a. $1,000,000; or b. The amount shown for the Damage To Premises Rented To You Limit in the Declarations for this Coverage Part. 4. Paragraph a. of the definition of "insured con- tract" in DEFINITIONS (Section V) is deleted and replaced by the following: a. A contract for a lease of premises. How- ever, that portion of the contract for a lease of premises that indemnifies any person or organization for damage to premises while rented to you, or tempo- rarily occupied by you with permission of the owner, caused by: fire; explosion; lightning; smoke resulting from such fire, explosion, or lightning; or water is not an "insured contract"; 2. The insurance under this Provision F. does 5. This Provision F. does not apply if coverage not apply to damage to premises while rented for Damage To Premises Rented To You of to you, or temporarily occupied by you with COVERAGE A BODILY INJURY AND permission of the owner, caused by. PROPERTY DAMAGE LIABILITY in COV - a. Rupture, bursting, or operation of pres- ERAGES (Section 1) is excluded by another sure relief devices; endorsement to this Coverage Part. b. Rupture or bursting due to expansion or G swelling of the contents of any building or structure, caused by or resulting from wa- ter; or c. Explosion of steam boilers, steam pipes, steam engines, or steam turbines, 3. Paragraph 6. of LIMITS OF INSURANCE (Section ill) is deleted and replaced by the following: MALICIOUS PROSECUTION — EXCEPTION TO KNOWING VIOLATION OF RIGHTS OF AN- OTHER EXCLUSION The following is added to the Knowing Violation Of Rights Of Another Exclusion in 2. Exclu- sions of COVERAGE B PERSONAL INJURY, ADVERTISING INJURY AND WEB SITE IN- JURY LIABILITY of the WEB XTEND LIABILITY Endorsement, Subject to 5. above, the Damage To Prem- This exclusion does not apply to "personal injury" ises Rented To You Limit is the most we will caused by malicious prosecution. pay under Coverage A for the sum of all damages because of "property damage" to CG D3 79 09 07 D 2007 The Travelers Companies, Inc. Page 3 of 8 COMMERCIAL GENERAL LIABILITY H. MEDICAL PAYMENTS LIMIT The Medical Expense Limit shown in the Declara- tions for this Coverage Part is increased to $10,000, 1. INCREASED SUPPLEMENTARY PAYMENTS Paragraphs 1.b. and 1.d. of SUPPLEMENTARY PAYMENTS — COVERAGES A AND B in COV- ERAGES (Section 1) are amended as follows: 1. In Paragraph 1.b., the amount we will pay for the cost of bail bonds is increased to $2500. 2. In Paragraph 1.d., the amount we will pay for loss of earnings is increased to $500 a day. J. ADDITIONAL INSURED — OWNER, MANAGER OR LESSOR OF PREMISES I. WHO IS AN INSURED (Section 11) is amended to include as an insured: Any person or organization that you have agreed in a contract or agreement to include as an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily in- jury" or "property damage" that occurs, or "personal injury" caused by an offense committed, after you have entered into that contract or agreement; and b. Only if the "bodily injury" "property dam- age" or "personal injury" is caused, in whole or in part, by acts or omissions of you or any person or organization per- forming operations on your behalf, and arises out of the ownership, maintenance or use of that part of any premises leased to you under that contract or agreement. 2. The insurance provided to such additional insured under this Provision J. is subject to the following provisions: a. The limits of insurance afforded to such additional insured shall be the limits which you agreed to provide in the con- tract or agreement, or the limits shown in the Declarations for this Coverage Part, whichever are less; and b. The insurance afforded to such additional insured does not apply to: (1) Any "bodily injury" or "property dam- age" that occurs, or "personal injury" caused by an offense committed, af- ter you cease to be a tenant in that premises; (2) Any structural alterations, new con- struction or demolition operations performed by or on behalf of such additional insured; or (3) Any premises for which coverage is excluded by another endorsement to this Coverage Part. 3. This Provision J. does not apply on any basis to any person or organization for which coverage as an additional insured specifically is added by another en- dorsement to this Coverage Part. K. ADDITIONAL INSURED — LESSOR OF LEASED EQUIPMENT 1. WHO IS AN INSURED (Section II) is amended to include as an insured: Any person or organization that you have agreed in a contract or agreement to include as an additional insured on this Coverage Part, but: a. Only with respect to liability for "bodily in- jury" or "property damage" that occurs, or "personal injury" caused by an offense committed, after you have entered into that contract or agreement; and b. Only if the "bodily injury" "property dam- age" or "personal injury" is caused, in whole or in part, by acts or omissions of you or any person or organization per- forming operations on your behalf, in the maintenance, operation or use of equip- ment leased to you by such additional in- sured. 2. The insurance provided to such additional insured under this Provision K. is subject to the following provisions: a. The limits of insurance afforded to such additional insured shall be the limits which you agreed to provide in the con- tract or agreement, or the limits shown in the Declarations for this Coverage Part, whichever are less; and b. The insurance afforded to such additional insured does not apply: (1) To any "bodily injury" or "property damage" that occurs, or "personal in- jury" caused by an offense commit- ted, after the equipment lease ex- pires; or Page 4 of 8 ® 2007 The Travelers Companies, Inc. CG D3 79 09 07 (2) If the equipment is leased with an operator. 3. This Provision K. does not apply on any basis to any person or organization for which cov- erage as an additional insured specifically is added by another endorsement to this Cov- erage Part. L. ADDITIONAL INSURED — STATE OR POLITI- CAL SUBDIVISIONS — PERMITS RELATING TO PREMISES The following is added to Paragraph 2. of WHO IS AN INSURED (Section ll) to include as an insured: Any state or political subdivision that has issued a permit in connection with premises owned or oc- cupied by, or rented or loaned to, you, but only with respect to "bodily injury" "property damage", "personal injury" or "advertising injury" arising out of the existence, ownership, use, maintenance, repair, construction, erection or removal of adver- tising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, elevators, street banners or decorations for which that state or political subdivision has issued such permit. M. ADDITIONAL INSURED — STATE OR POLITI- CAL SUBDIVISIONS — PERMITS RELATING TO OPERATIONS The following is added to Paragraph 2. of WHO IS AN INSURED (Section 11) to include as an insured: Any state or political subdivision that has issued a permit, but only with respect to "bodily injury", "property damage", "personal injury" or "advertis- ing injury" arising out of operations performed by you or on your behalf for which that state or po- litical subdivision has issued such permit. How- ever, no such state or political subdivision is an insured for: 1. "Bodily injury" "property damage" „personal injury" or "advertising injury" arising out of operations performed for that state or political subdivision; or 2. "Bodily injury" or "property damage" included within the "products -- completed operations hazard". COMMERCIAL GENERAL LIABILITY N. ADDITIONAL INSURED — ARCHITECT, ENGI- NEER OR SURVEYOR 1. The following is added to Paragraph 2. of WHO IS AN INSURED (Section 11) to include as an insured: Any architect, engineer or surveyor engaged by or for you that you agree in a "contract or agreement requiring insurance" to include as an additional insured on this Coverage Part, but only with respect to liability for "bodily in- jury„ "property damage" or "personal injury" that is caused, in whole or in part, by acts or omissions of you or any person or organiza- tion acting on your behalf in connection with your premises or "your work". 2. This Provision N. does not apply on any basis to any person or organization for which cov- erage as an additional insured specifically is added by another endorsement to this Cov- erage Part. O. WHO IS AN INSURED — NEWLY ACQUIRED OR FORMED ORGANIZATIONS 1. Paragraph 4.a. of WHO IS AN INSURED (Section ii) is deleted and replaced by the following: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier. Any such newly acquired or formed organiza- tion that you report in writing to us within 180 days after you acquire or form the organization will be covered under this provision until the end of the policy pe- riod, even if there are more than 180 days remaining until the end of the policy period; 2. This Provision O. does not apply to any or- ganization for which coverage is excluded by another endorsement to this Coverage Part. P. WHO IS AN INSURED — UNNAMED PART- NERSHIP OR ,JOINT VENTURE — EXCESS 1. The last paragraph of WHO IS AN INSURED (Section 11) is deleted and replaced by the following: No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named In- sured in the Common Policy Declarations. CG D3 79 09 07 © 2007 The Travelers Companies, Inc. Page 5 of 8 COMMERCIAL GENERAL LIABILITY However, this exclusion does not apply to your liability with respect to your conduct of the business of any current or past partner- ship or joint venture: a. That is not shown as a Named Insured in the Common Policy Declarations, and b. In which you are a member or partner where each and every one of your co - ventures in that joint venture is an archi- tectural, engineering, or surveying firm, 2. This Provision P. does not apply to any per- son or organization for which coverage is ex- cluded by another endorsement to this Cov- erage Part. The insurance provided by this Provision P. shall be excess over any valid and collectible other insurance, whether primary, excess, contingent or on any other basis, which is available covering your liability with respect to your conduct of the business of any current or past partnership or joint venture that is not shown as a Named Insured in the Common Policy Declarations and which is issued to such partnership or joint venture. Q. PER PROJECT GENERAL AGGREGATE LIMIT 1. Paragraph 2, of LIMITS OF INSURANCE (Section III) is deleted and replaced by the following: The General Aggregate Limit is the most we will pay for the sum of: a. Damages under Coverage B; and b. Damages from "occurrences" under Cov- erage A and for all medical expenses caused by accidents under Coverage C which cannot be attributed only to opera- tions at a single "project". 2. The following is added to LIMITS OF IN- SURANCE (Section lil): A separate Per Project General Aggregate Limit applies to each "project" for all sums which the insured becomes legally obligated to pay as damages caused by "occurrences" under Coverage A and for all medical ex- penses caused by accidents under Coverage C which can be attributed only to operations at a single "project", and that limit is equal to the amount of the General Aggregate Limit shown in the Declarations for this Coverage Part. Any payments made under Coverage A for damages and under Coverage C for medical expenses shall reduce the Per Project Gen- eral Aggregate Limit for that "project", but shall not reduce: a. Any other Per Project General Aggregate Limit for any other "project"; b. The General Aggregate Limit, or c. The Products -Completed Operations Ag- gregate Limit. The limits shown in the Declarations for this Coverage Part for Each Occurrence, Dam- age To Premises Rented To You and Medical Expense are also subject to the Per Project General Aggregate Limit when the Per Pro- ject General Aggregate Limit applies. 3. As used in the Provision Q.: "Project" means an area away from premises owned by or rented to you at which you are performing operations pursuant to a contract or agreement. For the purposes of determin- ing the applicable aggregate limit of insur- ance, each "project" that includes premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right- of-way of a railroad shall be considered a sin- gle "project". R. KNOWLEDGE AND NOTICE OF OCCUR- RENCE OR OFFENSE The following is added to Paragraph 2. Duties In The Event of Occurrence, Offense, Claim. Or Suit of COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV); Notice of an 'occurrence" or of an offense which may result in a claim must be given as soon as practicable after knowledge of the "occurrence" or offense has been reported to you, one of your "executive officers" (if you are a corporation), one of your partners who is an individual (if you are a partnership), one of your managers (if you are a limited liability company), one of your trustees who is an individual (if you are a trust), or an "employee" (such as an insurance, loss control or risk manager or administrator) designated by you to give such notice. Knowledge by any other "employee" of an "occur- rence" or offense does not imply that you also have such knowledge. Page 6 of 8 0 2007 The Travelers Companies, Inc. CG D3 79 09 07 Notice of an "occurrence" or of an offense which may result in a claim will be deemed to be given as soon as practicable to us if it is given in good faith as soon as practicable to your workers' com- pensation, accident, or health insurer. This ap- plies only if you subsequently give notice of the "occurrence" or offense to us as soon as practi- cable after you, one of your "executive officers" (if you are a corporation), one of your partners who is an individual (if you are a partnership), one of your managers (if you are a limited liability company), one of your trustees who is an individ- ual (if you are a trust), or an "employee" (such as an insurance, loss control or risk manager or ad- ministrator) designated by you to give such notice discovers that the "occurrence" or offense may involve this policy. S. UNINTENTIONAL OMISSION 1. The following is added to Paragraph 6. Rep- resentations of COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): The unintentional omission of, or uninten- tional error in, any information provided by you which we relied upon in issuing this pol- icy shall not prejudice your rights under this insurance. 2. This Provision S. does not affect our right to collect additional premium or to exercise our right of cancellation or nonrenewal in accor- dance with applicable insurance laws or regu- lations. T. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US WHEN REQUIRED BY CONTRACT OR AGREEMENT The following is added to Paragraph 8. Transfer of Rights of Recovery Against Others to Us of COMMERCIAL GENERAL LIABILITY CONDI- TIONS (Section IV): We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury" "property damage", "personal injury' or "advertising injury" arising out of: COMMERCIAL GENERAL LIABILITY 4. "Your products". We waive these rights only where you have agreed to do so as part of a contract or agree- ment entered into by you before, and in effect when, the "bodily injury" or "property damage" occurs, or the "personal injury" offense or "adver- tising injury" offense is committed. U. AMENDED BODILY INJURY DEFINITION The definition of "bodily injury" in DEFINITIONS (Section V) is deleted and replaced by the follow- ing: "Bodily injury" means: a. Physical harm, including sickness or disease, sustained by a person; b. Mental anguish, injury or illness, or emotional distress, resulting at any time from such physical harm, sickness or disease; or c. Care, loss of services or death resulting at any time from such physical harm, sickness or disease. V. AMENDED INSURED CONTRACT DEFINITION — RAILROAD EASEMENT 1. Subparagraph c. of the definition of "insured contract" in DEFINITIONS (Section V) is de- leted and replaced by the following: c. Any easement or license agreement; 2. Subparagraph f.(1) of the definition of "in- sured contract" in DEFINITIONS (Section V) is deleted. W. AMENDED PROPERTY DAMAGE DEFINITION —TANGIBLE PROPERTY The definition of "property damage" in DEFINI- TIONS (Section V) is deleted and replaced by the following: "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or 1. Premises owned by you, temporarily occu- b. Loss of use of tangible property that is not pied by you with permission of the owner, or physically injured. All such loss of use shall leased or rented to you; be deemed to occur at the time of the "occur - 2. Ongoing operations performed by you, or on rence" that caused it. your behalf, under a contract or agreement For the purposes of this insurance, tangible prop - with that person or organization; erty does not include data. 3. "Your work"; or CG D3 79 09 07 @ 2007 The Travelers Companies, Inc. Page 7 of 8 COMMERCIAL GENERAL LIABILITY X. The following definition is added to SECTION V — DEFINITIONS: "Contract or agreement requiring insurance" means that part of any contract or agreement under which you are required to include a person or organization as an additional insured on this Coverage Part, provided that the "bodily injury" and "property damage" occurs, and the "personal injury" is caused by an offense committed: a. After you have entered into that contract or agreement; b. While that part of the contract or agreement is in effect; and a. Before the end of the policy period. Page 8 of 8 @ 207 The Travelers Companies; Inc. CG D3 79 09 07 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED (ARCHITECTS, ENGINEERS :AND SURVEYORS) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. The following is added to WHO IS AN INSURED (Section It): Any person or organization that you agree in a "contract or agreement requiring insurance" to in- clude as an additional insured on this Coverage Part, but only with respect to liability for "bodily in- jury" "property damage" or "personal injury" caused, in whole or in part, by your acts or omis- sions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing opera- tions; b. In connection with premises owned by or rented to you; or c. In connection with "your work" and included within the "products -completed operations hazard". Such person or organization does not qualify as an additional insured for "bodily injury", "property damage" or "personal injury" for which that per- son or organization has assumed liability in a con- tract or agreement. The insurance provided to such additional insured is limited as follows: d. This insurance does not apply on any basis to any person or organization for which cover- age as an additional insured specifically is added by another endorsement to this Cover- age Part. e. This insurance does not apply to the render- ing of or failure to render any "professional services". f. The limits of insurance afforded to the addi- tional insured shall be the limits which you agreed in that "contract or agreement requir- ing insurance" to provide for that additional insured, or the limits shown in the Declara- tions for this Coverage Part, whichever are less. This endorsement does not increase the limits of insurance stated in the LIMITS OF INSURANCE (Section 111) for this Coverage Part, S. The following is added to Paragraph a. of 4. Other Insurance in COMMERCIAL GENERAL LIABILITY CONDITIONS (Section IV): However, if you specifically agree in a "contract or agreement requiring insurance" that the insurance provided to an additional insured under this Cov- erage Part must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such addi- tional insured as a named insured, and we will not share with the other insurance, provided that: (1) The "bodily injury" or "property damage" for which coverage is sought occurs; and (2) The "personal injury" for which coverage is sought arises out of an offense committed; after you have entered into that "contract or agreement requiring insurance". But this insur- ance still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that is available to the insured when the insured is an additional insured under any other insurance. C. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us in COMMERCIAL GENERAL LIABILITY CON- DITIONS (Section IV): We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily injury" "property damage" or "personal injury" arising out of "your work" performed by you, or on your behalf, under a "contract or agreement requiring insurance" with that person or organization. We waive these rights only where you have agreed to do so as part of the "contract or agreement requiring insur- ance" with such person or organization entered into by you before, and in effect when, the "bodily CG D3 81 09 07 OJ 2067 The Travelers Companies, Inc. Page 1 of 2 Includes the copyrighted material of Insurance Services Office, Inc., with its permission COMMERCIAL GENERAL LIABILITY injury" or "property damage" occurs, or the "per- sonal injury" offense is committed. D. The following definition is added to DEFINITIONS (Section V): "Contract or agreement requiring insurance" means that part of any contract or agreement un- der which you are required to include a person or organization as an additional insured on this Cov- erage Part, provided that the "bodily injury" and "property damage" occurs, and the "personal in- jury" is caused by an offense committed: a. After you have entered into that contract or agreement; b. While that part of the contract or agreement is in effect; and c. Before the end of the policy period Page 2 of 2 ;W 2007 The Travelers Companies: Inc. CG D3 81 09 07 Includes the copyrighted material of Insurance Services Office, Inc., with its permission COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM With respect to coverage provided by this endorse- ment, the provisions of the Coverage Form apply unless modified by the endorsement. A. PERSONAL EFFECTS COVERAGE SECTION III -- PHYSICAL DAMAGE COVER- AGE, A. Coverage, 4. Coverage Extensions is amended by adding the following: Personal Effects Coverage We will pay up to $400 for "loss" to wearing ap- parel and other personal effects which are: (1) owned by an "insured"; and (2) in or on your covered "auto"; in the event of a total theft "loss" of your covered "auto". No deductibles apply to Personal Effects Cover- age, B. AUTO LOAN LEASE GAP COVERAGE SECTION III — PHYSICAL DAMAGE COVER- AGE, A. Coverage, 4. Coverage Extensions is amended by adding the following: Auto Loan Lease Gap Coverage for Private Passenger Type Vehicles In the event of a total "loss" to a covered "auto" of the private passenger type shown in the Schedule or Declarations for which Physical Damage Cov- erage is provided, we will pay any unpaid amount due on the lease or loan for such covered "auto" less the following: (1) The amount paid under the Physical Damage Coverage Section of the policy for that "auto"; and (d) Costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (e) Carry-over balances from previous loans or leases. C. COVERAGE EXTENSION — AUDIO, VISUAL AND DATA ELECTRONIC EQUIPMENT NOT DESIGNED SOLELY FOR THE PRODUCTION OF SOUND SECTION III — PHYSICAL DAMAGE COVER- AGE, B. Exclusions, exception paragraph a. to exclusions 4.c & 4.d is deleted and replaced with the following: a. Equipment and accessories used with such equipment, except tapes, records or discs, provided such equipment is permanently in- stalled in the covered "auto" at the time of the "loss" or is removable from a housing unit which is permanently installed in the covered "auto" at the time of the "loss", and such equipment is designed to be solely operated by use of the power from the "auto's" electri- cal system, in or upon the covered "auto"; or D.+ WAiVER:01F;;D.EDUCTIBLE—;GLASS': SECTION III — PHYSICAL DAMAGE COVER- AGE, D. Deductible is amended by adding the following: No deductible for a covered "auto" will apply to glass damage if the glass is repaired rather than replaced. E. HIRED AUTO PHYSICAL DAMAGE COVER- AGE (2) Any: SECTION III — PHYSICAL DAMAGE COVER - (a) Overdue leaselloan payments at the time AGE, A. Coverage, 4. Coverage Extensions is of the "loss"; amended by adding the following: (b) Financial penalties imposed under a Hired Auto Physical Damage Coverage Exten- lease for excessive use, abnormal wear sion and tear or high mileage; If hired "autos" are covered "autos" for Liability (c) Security deposits not returned by the les- Coverage and this policy also provides Physical sor; Damage Coverage for an owned "auto", then the CA T4 20 07 06 Includes the copyrighted material of Insurance Services office, Inc. with its permission. Page 1 of 2 Includes the copyrighted material of The St, Paul Travelers Companies, Inc. COMMERCIAL ACETO Physical Damage Coverage is extended to "autos" that you hire, rent or borrow subject to the following: (1) The most we will pay for "loss" in any one "accident" to a hired, rented or borrowed "auto" is the lesser of: (a) $50,000; (b) The actual cash value of the dam- aged or stolen property as of the time of the "loss"; or (c) The cost of repairing or replacing the damaged or stolen property with other property of like kind and quality. (2) An adjustment for depreciation and physical condition will be made in deter- mining actual cash value in the event of a total `loss". (3) If a repair or replacement results in better than like kind or quality, we will not pay for the amount of betterment. (4) A deductible equal to the highest Physical Damage deductible applicable to any owned covered "auto". (5) This Coverage Extension does not apply to: (a) Any "auto" that is hired, rented or bor- rowed with a driver; or (b) Any "auto" that is hired, rented or bor- rowed from your "employee". F. .BLANKET'WAIVER OF SUBROGATION; SECTION IV — BUSINESS AUTO CONDITIONS, A. Loss Conditions, 5. Transfer Of Rights Of Recovery Against Others To Us is deleted and replaced by the following: 5. Transfer Of Rights Of Recovery Against Others To Us We.Waive„ riy r1-1 ight of rec©very we may have against: ariy person or argarilzatlorE, to theex=. ten required af,yrau.b a,varr'tten contract exe cuted prior fo any pacctdent' ter utded„that the. "accident” or "loss" aClses aut,of #he, ciperatloryscantemplafed ay such,:con- tract., The waiver applies fan,ly td thepersan of organ zatlan designated, tn,euch contract: G, Bl ANiCI T ApDI.T..ONA..L INSUR.E.Q.. SECTION It — LIABILITY COVERAGE, part A. 1. Who Is An Insured, paragraph c. is amended by adding the following_ Any peiton or oiRganization..,thbt yap, are required, nclude ,as an ,addttt©nal tnsu„rec! vn, this Cover age farm I,ri a WCitten contract: or agreement that is signed and executed by you before the "bodily injury" or "property damage" occurs and that is in effect during the policy period is an "insured" for Liability Coverage, but only for damages to which this insurance applies and only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Section 11. H. EMPLOYEE HIRED AUTOS SECTION II — LIABILITY COVERAGE, A. Cov- erage, 1. Who Is An Insured is amended by add- ing the following: An "employee" of yours is an "insured" while op- erating an "auto" hired or rented under a contract or agreement in that "employee's" name, with your permission, while performing duties related to the conduct of your business. I. COVERAGE EXTENSION —TRAILERS SECTION I — COVERED AUTOS, C. Certain Trailers, Mobile Equipment and Temporary Substitute Autos, paragraph 1. is deleted and replaced by the following: 1. "Trailers" with a load capacity of 3,000 pounds or less designed primarily for travel on public roads. Page 2 of 2 Includes the copyrighted material of Insurance Services Office, Inc. with its permission. CA T4 20 07 06 Includes the copyrighted material of The St. Paul Travelers Companies, Inc, Ezbibk.0 Rev 718/09 PROJECT #all000214ou(19212) Routing #1oM/347ysx REGION 93 (POO) SAP PO #271001735 STATE OF COLORADO Department of TranSpDrtation Agreement with EAGLE COUNTY TABLE OF CONTENTS O`SCOPE OFVVORK.-............... ...... ................................. ............. ___ ....................................... 4 7.OPTION LETTER MOO|FVCAJ|ON.................. .......... -.......... ................ -.................. ....... ..7 ELPAYMENTS .... ....... ............... ........................... ... ___ ................................. .......................... u EiACCOUNT|NE;........ --.................... ............. ......... .......... ... ... ___ ........... -................ -10 1D`REPORTING - NOTIFICATION ......................................... ..................... ........................... -... 1U 11.LOCAL AGENCY RECORDS ......... -......... ....... ......... ....................... ----........ .......... ..... 11 12'CONFIDENTIAL INFORMATION -STATE RECORDS ... ... ...... .......... ---....... -...... .......... 12 13,CONFLICT [>FINTEREST ................... -............... ...... ........... ............ -....................... --12 14.REPRESENTATIONS AND WARRANTIES ......... ..................... -.................. ...... -.^.......... 12 15`|N8URANCE................. ........ ___ .................. .-....... -............ .................. ........ ........... -13 1G.DEp9JJLT-BREACH.................................................. -.......... ... .-.................. ................... 14 17.REMEDIES .......................... —........................................... ........... ......................... ................ 15 1G~NOTICES and REPRESENTATIVES ........ ........... .................................................... -..... ..16 1F\RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE .......... ................. .............. 17 20GOVERNMENTAL |N8MUN[TY^.......................... -----............................................. ....... .1? 31.STATEWIDE CONTRACT MANAGEMENT SYSTEM ..---............. ....................... ...... ...... 17 22FEDERAL REQUIREMENTS ........................ ...'------------........................ --18 23 DISADVANTAGED BUSINESS ENTERPRISE ......... .............. ......................... ......... 18 24.DISPUTES ..................... -.—.......................................................... ............................ .......... 1R 25.GENERAL PROVISIONS ........ ...... -'.^.....-........ ........... ............................ ,............... 1B 2O.COLORADO SPECIAL PROVISIONS AND UPRRSPECIAL PROVISIONS ............................. 21 27.SIGNATURE PAGE ............. ............... ......................... -.----....... -................... -....... 23 28.EXHIBIT A -SCOPE [>FWORK ............ ............ ..... -............. ............. ........... ---.... -..1 23.EXH(B[T8-LOCAL AGGNCYRE8OLUTlON-�--........... ..................... ...................... ............... 1 3OEXHIBIT C - FUNDING PROVISIONS ............... .......... -.............. ......... .... ......... ------.l 31.EXHIBIT D-C}PTkJNLE�-7ER..--.------.-----.-----_-----.-------1 32 EXHIBIT E - LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST ....... .... ............... 1 33.EXHIBIT F - CERTIFICATION FOR FEDERAL -AID CONTRACTS ..................... .-............. ___ 1 34.EXHIBIT G -DISADVANTAGED BUSINESS ENTERPR|GE...-,-............ .......... -.......... -..1 3S.EXHIBIT H - LOCAL AGENCY PROCEDURES FOR CONSULTANT SERVICES ............... -'-1 38.EXHIBIT |-FEDERAL-AID CONTRACT PROVISIONS ....... ........... ...... ................ ............ -'1 37.EXHIBIT J -FEDERAL REQUIREMENTS ..... ................ ................... ......... ___ ...... --.^....... 1 Exhibit C 1. PARTIES THIS AGREEMENT is entered into by and between, EAGLE COUNTY, (hereinafter called the "Local Agency"), and the STATE OF COLORADO acting by and through the Department of Transportation (hereinafter called the °Stats" or "GDDT"). 2. EFFECTIVE DATE AND NOTICE OF NONLIABILITY, This Agreement shall not be effective or enforceable until it is approved and signed by the Colorado State Controller or their designee (hereinafter called the "Effective Bate"). The Slate shall not be liable to pay or reimburse the Local Agency for any performance hereunder, Including, but not limited to costs or expenses Incurred, or be bound by any provision hereof prior to the Effective Date_ 3. RECITALS A. Authority, Appropriation, And Approval Authority exists in the law and funds have been budgeted, appropriated and otherwise made available and a sufficient unencumbered balance thereof remains available for payment and the required approval, clearance and coordination have been accomplished from and with appropriate agencies. Federal Authority Pursuant to Title 1, Subtitle A, Section 1108 of the "Transportation Equity Act for the 215, Century" of 1998 (TEA -21) and/or the "Safe, Accountable, Flexible, Efficient Transportation Equity Act'. A Legacy for Users" (SAFETEA-LU) of 2005 and to applicable provisions of Title 23 of the United States Code and implementing regulations at Title 23 of the Code of Federal Regulations, as may be amended, (collectively referred to hereinafter as the "Federal Provisions), certain federal funds have been and are expected to continue to be allocated for transportation projects requested by the Local Agency and eligible under the Surface Transportation improvement Program that has been proposed by the State and approved by the Federal Highway Administration ("FHWA"). State Authority Pursuant to CRS §43-1-223 and to applicable portions of the Federal Provisions, the State is responsible for the general administration and supervision of performance of projects in the Program, including the administration of federal funds for a Program project performed by a Local Agency under a contract with the State. This Agreement is executed under the authority of CRS §§29-1-203, 43-1-110; 43-1-116, 43-2-101(4)(c) and 43-2-104.5. B. Consideration The Parties acknowledge that the mutual promises and covenants contained herein and other good and valuable consideration are sufficient and adequate to support this Agreement. C. Purpose The purpose of this Agreement is to disburse Federal funds to the Local Agency pursuant to CDOT's Stewardship Agreement with the FHWA. CDOT will reimburse Eagle County for a hazard elimination project in accordance with the HES (Hazard Elimination Safety) Program. The project encompasses approximately 300-600 LF of El Jebel Road located directly north of the SH 8210 Jebel Road intersection to the Shadowroek Drive/El Jebel Road Intersection, where the county Is scoping a turnaround or roundabout to provide the necessary movements for the access restrictions. D. References All references in this Agreement to sections (whether spelled out or using the § symbol), subsections, exhibits or other attachments, are references to sections, subsections, exhibits or other attachments contained herein or incorporated as a part hereof, unless otherwise noted. 4. DEFINITIONS The following terms as used herein shall be construed and interpreted as follows; A. Agreement or Contract Page 2 o€23 Exhibit C "Agreement" or "Contract" means this Agreement, its terms and conditions, attached exhibits, documents incorporated by reference under the terms of this Agreement, and any future modifying agreements, exhibits, attachments or references that are incorporated pursuant to Colorado State Fiscal Rules and Policies. B. Agreement Funds "Agreement Funds" means funds payable by the State to Local Agency pursuant to this Agreement. C. Budget "Budget' means the budget for the Work described in Exhibit C. D. Consultant and Contractor "Consultant" means a professional engineer or designer hired by Local Agency to design the Work and pContractor" means the general construction contractor hired by local Agency to construct the Work. E. Evaluation "Evaluation" means the process of examining the Local Agency's Work and rating it based on criteria established in §6 and Exhibits A and E. F. Exhibits and. Other Attachments The following exhibit(s) are attached hereto and incorporated by reference herein., Exhibit A (Scope of Work), Exhibit B (Resolution), Exhibit C (Funding Provisions), Exhibit D (Option Letter), Exhibit E (Checklist), Exhibit i` (Certification for Federai-Aid Funds), Exhibit G (Disadvantaged Business Enterprise), Exhibit H (Local Agency Procedures), Exhibit I (Federal - Kid Contract Provisions), Exhibit J (Federal Requirements) and Exhibit K (Supplemental Federal Provisions). G. Goods "Goods" means tangible material acquired, produced, or delivered by the Local Agency either separately or in conjunction with the Services the Local Agency renders hereunder. H. Oversight "Oversight" means the term as it is defined In the Stewardship Agreement between CDOT and the Federal Highway Administration ("FHWA") and as it is defined in the Local Agency Manual. I. Panty or Parties "Party„ means the Slate or the Local Agency and "Parties" means tooth the State and the Local Agency J. Worst Budget Work Budget means the budget described in Exhibit C. K. Services "Services" means the required services to be performed by the Local Agency pursuant to this Contract. L. Work "Work" means the tasks and activities the Local Agency is required to perform to fulfill its obligations under this Contract and Exhibits A and E, including the performance of the Services and delivery of the Goods. M. Work Product "Work Product" means the tangible or intangible results of the Local Agency's Work, including, but not limited to, software, research, reports, studies, data, photographs, negatives or other finished or unfinished documents, drawings, models, surveys, maps, materials, or work product of any type, including drafts. 5. TERM and EARLY TERMINATION. The Parties` respective performances under this Agreement shall commence on the Effective Date. This Agreement shall terminate after five (5) years of state controllers signature in section 27, unless sooner terminated or completed. as demonstrated by final payment and final audit. Page 3 of 23 Exhibit C 6. SCOPE OF WORK A. Completion The local Agency shall complete the Work and other obligations as described herein in Exhibit A, Work performed prior to the Effective Date or after final acceptance shall not,be considered part of the Work. B. Goods and Services The Locai Agency shall procure Goods and Services necessary to complete the Work. Such procurement shall be accomplished using the Contract Funds and shall not Increase the maximum amount payable hereunder by the State, C. Employees All persons employed hereunder by the Local Agency, or any Consultants or Contractors shall be considered the local Agency's, Consultants' or Contractors' employee(s) for all purposes and shall not be employees of the State for any purpose. D. State and local Agency Commitments 1. Design If the Work includes preliminary design or final design or design work sheets, or special provisions and estimates (collectively referred to as the "Pians"), the local Agency shall comply with and be responsible for satisfying the following requirements: a) Perform or provide the Plans to the extent required by the nature of the Work. b) Prepare final design in accordance with the requirements of the latest edition of the American Association of State Highway Transportation Officials (AASHTO) manual or other standard, such as the Uniform Building Code, as approved by the State. c) Prepare provisions and estimates in accordance with the most current version of the State's Roadway and Bridge Design Manuals and Standard Specifications for Road and Bridge Construction or Local Agency specifications if approved by the State. d) include details of any required detours In the Plans in orderto prevent any interference of the construction Work and to protect the traveling public. e) Stamp the Plans produced by a Colorado Registered Professional Engineer. f) Provide final assembly of Plans and all other necessary documents. U) Be responsible for the Plans' accuracy and completeness, h) Make no further changes in the Pians following the award of the construction contract to Contractor unless agreed to in writing by the Parties, The Plans shall be considered final when approved In writing by CDOT and when final they shall be incorporated herein. U. Local Agency Work a) Local Agency shall comply with the requirements of the Americans With Disabilities Act (ADA), and applicable federal regulations and standards as contained in the document "ADA Accessibility Requirements in CDOT Transportation Projects'. b) Local Agency shall afford the State ample opportunity to review the Plans and make any changes in the Plans that are directed by the State to comply with Fl iWA requirements. c) Local Agency may enler Into a contract with a.Consultant to perform all or any portion of the Pians and/or of construction administration. Provided, however, if federal -aid funds are involved In the cost of such Work to be done by such Consultant, such Consultant contract (and the performance/provision of the Plans under the contract) rnust comply with all applicable requirements of 23 C.F_R. Part 172 and with any procedures implementing those requirements as provided by the Stale, including those in Exhibit H. If the Local Agency enters Into a contract with a Consultant for the Work: (1) Local Agency shall submit a certification that procurement of any Consultant contract complies with the requirements of 23 C.F.R. 172.5(1) prior to entering into such Consultant contract, subject to the State's approval. if not approved by the State, the Local Agency shall not enter into such Consultant contract, (2) Local Agency shall ensure that all changes in the Consultant contract have prior approval by the State and FHWA and that they are in writing, Immediately Page 4 of 23 Exhibit C after the Consultant contract has been awarded, one copy of the executed Consultant contract and any amendments shall be submitted to the State. (3) local Agency shall require that all billings under the Consultant contract comply with the State's standardized billing format. Examples of the billing formats are available from the CDOT Agreements Office. (4) Local Agency (and any Consultant) shall comply with 23 C.F.R.172.5(b) and (d) and use the CDOT procedures described in Exhibit H to administer the Consultant contract. (5) Local Agency may expedite any CDOT approval of its procurement process and/or Consultant contract by submitting a letter to CDOT from the Local Agency's attorney/authorized representative certifying compliance with Exhibit H and 23 C.F.R. 172,5(b)and (d), (6) Local Agency shall ensure that the Consultant contract complies with the requirements of 49 CFR 18.36(i) and contains the following language verbatim: (a) The design work under this Agreement shall be compatible with the requirements of the contract between the Local Agency and the State (which is incorporated herein by this reference) for the design/construction of the project. The State is an intended third -party beneficiary of this agreement for that purpose. (b) Upon advertisement of the project work for construction, the consultant shall make available services as requested by the State to assist the State in the evaluation of construction and the resolution of construction problems that may arise during the construction of the project. (c) The consultant shall review the Construction Contractor's shop drawings for conformance with the contract documents and compliance with the provisions of the State's publication, Standard Specifications for Road and 136d e Construction, in connection with this work. d) The State, in its sole discretion, may review construction pians, special provisions and estimates and may require the Local Agency to make such changes therein as the State determines necessary to comply with Stale and FHWA requirements. Construction a) if the Work Includes construction, the Local Agency shall perform the construction in accordance with the approved design plans and/or administer the construction In accordance with Exhibit E. Such administration shall include Work inspection and testing; approving sources of materials; performing required plant and shop inspections; documentation of contract payments, testing and inspection activities; preparing and approving pay estimates; preparing, approving and securing the funding for contract modification orders and minor contract revisions; processing Construction Contractor claims; construction supervision; and meeting the Quality Control requirements of the FHWAICDOT Stewardship Agreement, as described in the Local /Agency Contract Administration Checklist. b) If the Local Agency is performing the Work, the State may, after providing written notice of the reason for the suspension to the Local Agency, suspend the Work, wholly or In part, due to the failure of the local Agency or its Contractor to correct conditions which are unsafe for workers or for such periods as the State may deem necessary due to unsuitable weather, or for conditions considered unsuitable for the prosecution of the Work, or for ally other condition or reason deemed by the State to be in the public Interest. c) The Local Agency shall be responsible for the following: (1) Appointing a qualified professional engineer, licensed in the State of Colorado, as the Local Agency Project Engineer (LAPS), to perform engineering administration. The LAPS shall administer the Work in accordance with this Agreement, the requirements of the construction contract and applicable State procedures. Page 5 of 23 Exhibit C (2) For the construction of the Work, advertising the call for bids upon approval by the State and awarding the construction contract(s) to the low responsible bidder(s). (a) All advertising and bid awards, pursuant to this agreement, by the Local Agency shall comply with applicable requirements of 23 U.S.C. §112 and 23 C.F.R. Farts 633 and 635 and C.R.S. § 24-92-101 et seq. Those requirements include, without limitation, that the Local Agency and its Contractor shall incorporate Form 1273 (Exhibit 1) In its entirety verbatim Into any subcontract(s) for those services as terms and conditions therefor, as required by 23 C.F.R. 633.102(e). (b) The Local Agency may accept or reject the proposal of the apparent low bidder for Wbrk on which competitive bods have been received. The Local Agency must, accept or reject such bid within three (3) working days after they are publicly opened. (c) As part of accepting bid awards, the Local Agency shall provide additional funds, subject to their availability and appropriation, necessary to complete the Worts if no additional federal -aid funds are available. (3) The requirements of this §6(D)(lii)(c)(2) also apply to any advertising and awards made by the State. (4) If ail or part of the Work is to be accomplished by the Local Agency's personnel (i,e. by force account) rather than by a competitive bidding process, the Local Agency shall perforrn such work in accordance with pertinent State specifications and requirements of 23 C.F.R. 635, Subpart B, Force Account Construction. (a) Such Work will normally be based upon estimated quantities and firm unit prices agreed to between the Local Agency, the State and FHWA In advance of the Work, as provided for in 23 C.R.F. 635.204(c). Such agreed unit prices shall constitute a commitment as to the value of the Work to be performed. (b) An alternative to the preceeding subsection is that the Local Agency may agree to participate in the Work based on actual costs of labor, equipment rental, materials supplies and supervision necessary to complete the Worcs. Where actual costs are used, eligibility of cost items shall be evaluated for compliance with 48 C.F.R. Part 31. (c) If the State provides matching funds under this Agreement, rental rates for publicly owned equipment shall be determined In accordance with the State's Standard Specifications for Road and Bridge Construction §109.04- (d) All Work being paid under force account shall have prior approval of the State and/or FHWA and shall not be initiated until the State has issued a written notice to proceed State's Commitments a) The Stale will perform a final project Inspection of the Work as a quality control/assurance activity. When ail Work has been satisfactorily completed, the State will sign the FHWA Form 1212. b), Notwithstanding any consents or approvals given by the State for the Plans, the State shall not be liable or responsible in any manner for the structural design, details or construction of'any major structures designed by, or that are the responsibility of, the Local Agency as identified in the Local Agency Contract Administration Checklist, Exhibit E, ROW and AcquistlonlRetocation a) If the Local Agency purchases a right of way for a State highway, including areas of Influence, the Local Agency shall immediately convey title to such right of way to CDOT after the Local Agency obtains title. b) Any acquisition/relocation activities shall comply with all applicable federal and state statutes and regulations, Including but not limited to the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 as amended and the Uniform Relocation Page 6 of 23 Exhibit C Assistance and Real Property Acquisition Policies for Federal and Federally Assisted Programs as amended (49 C.F.R. Fart 24), CDOT's Right of Way Manual, and CDOT's Policy and Procedural Directives. c) The Parties' respective compliance responsibilities depend on the level of federal participation; provided however, that the State always retains Oversight responsibilities. d) The Parties' respective responsibilities under each level in CDOT's Right of Way Manual (located at l tt :/lw�vw.€Int.state.co.tus/RO NfNfanua and reimbursement for the levels will be under the following categories: (1) Right of way acquisition (3111) for federal participation and non -participation, (2) Relocation activities, if applicable (3109), (3) Right of way incidentals, if applicable (expenses incidental to acquisition/relocation of right of way -- 3114). Utilities If necessary, the Local Agency shall be responsible for obtaining the proper clearance or approval from any utility company which may become involved in the Work. Prior to the Work being advertised for bids, the Local Agency shall certify in writing to the State that all such clearances have been obtained. Railroads If the Work: involves modification of a railroad company's facilities and such modification will be accomplished by the railroad company, the Local Agency shall make timely application to the Public Utilities commission requesting its order providing for the installation' of the proposed improvements and not proceed with that part of the Work without compliance. The Local Agency shall also establish contact with the railroad company involved for the purpose of complying with applicable provisions of 23 C.F.R. 646, subpart B, concerning federal -aid projects involving railroad facilities and: a) Execute an agreement setting out what work is to be accomplished and the location(s) thereof, and which costs shall be eligible for federal participation. b) Obtain the railroad's detailed estimate of the cost of the Work. c) Establish future maintenance responsibilities for the proposed installation. d) Proscribe future use or dispositions of the proposed Improvements in the event of abandonment or elimination of a grade crossing. e) Establish future repair and/or replacement responsibilities in the event of accidental deslruclion or damage to the installation. Envlroilmental Obligations The Local Agency shall perform all Work In accordance with the requirements of the current federal and state envlronmehtai regulations including the National Environmental Policy Act of 1969 (NEPA) as applicable. Maintenance Obligations The Local Agency shall maintain and operate the Work constructed under this Agreement at Its own cost and expense during their useful life, in a manner satisfactory to the State and FHWA, and the Local Agency shall provide for such maintenance and operations obligations each year. Such maintenance and operations shall be conducted In accordance with all applicable statutes, ordinances and regulations pertaining to maintaining such improvements. The State and FHWA may make periodic inspections to verify that such iinprovernents are being adequately maintained. 7. OPTION LETTER MODIFICATION Option Letters may be used to extend Agreement tends, change the level of service within the current term due to unexpected overmatch, add a phase wilhout increasing contract dollars, or increase or decrease the amount of funding. These options are limited to the specific scenarios listed below. The Option /welter shall not be deemed valid until signed by the State Controller or an authorized delegate. Following are the applicatlons for the individual options under the Option Letter form A. Option 1 -Level of service than a within current term due to unexpected overmatch in an overbid situation only. Page 7 of 23 Exhibit C in the event the State has contracted all project funding and the Local Agency's construction bid is higher than expected, this option allows for additional Local Overmatch doilarsio be provided by the Local Agency to be added to the contract. This option is only applicable for Local Overmatch on an overbid: situation and shall not be intended for any other Local Overmatch funding. The State may unilaterally increase the total dollars of this contract as stipulated by the executed Option Letter (Exhibit D), which will bring the maximum amount payable under this contract to the amount Indicated in Exhibit CA attached to the executed Option Letter (future changes to Exhibit C shall be labeled as C-2, C-3, etc, as applicable). Performance of the services shall continue under the same terms as established in the contract. The State will use the Financial Statement submitted by the Local Agency for "Concurrence to Advertise" as evidence of the Local Agency's intent to award and it will also provide the additional amount required to exercise this option. If the State -exercises this option, the contract will be considered to include this option provision. B. Option 2 — Option to add overlapping phase without increasing contract dollars. The State may require the Local Agency to begin a phase that may include Design, Construction, Environmental, Utilities, FLOW Incidentals or Miscellaneous (this does not apply to Acquisition/Relocation or Railroads) as detailed in Exhibit A and at the same terms and conditions stated in the original contract with the contract dollars remaining the same. The State may exercise this option by providing a fully executed option to the Local Agency within thirty (30) days before the Initial targeted start data of the phase, in a form substantially equivalent to Exhibit D. if the State exercises this option, the contract will be considered to include this option provision. C_ Option 3 - To update fending (increases andinr decreases) with a new Exhibit C. This option can be used to increase and/or decrease the overall contract dollars (state, federal, local match, local agency overmatch) to date, by replacing the original funding gxhiblt (Exhibit C) in the Original Contract with an updated Exhibit CA (subsequent exhibits to Exhibit C-1 shall be labeled C-2, C-3, etc). The State may have a need to update changes to state, federal, local match and local agency overmatch funds as outlined In Exhibit C-1, which will be attached to the option form. The State may exercise this option by providing a fully executed option to the Local Agency within thirty (30) days after the State has received notice of funding changes, in a form substantially equivalent to Exhibit D. If the Slate exercises this option, the contract will be considered to include this option provision. 8. PAYMENTS The State shall, In accordance with the provisions of this g8, pay the Local Agency In the amounts and using the methods set Forth below: A, Maximum Amount The maximum amount payable is set forth in Exhibit C as determined by the State from available funds. Payments to the Local Agency are limited to the unpaid encumbered balance of the Contract set forth in Exhibit C. The Local Agency shall provide its match share of the costs as evidenced by an appropriate ordinancelresolutlon or other authority letter which expressly authorizes the Local Agency the authority to enter into this Agreement and to expend Its match share of the Work. A copy of such ordinance/resolution or authority letter is attached hereto as Exhibit B. B. Payment L Advance, Interim and Final Payments Any advance payment allowed under this Contract or in Exhibit C shall comply with State Fiscal Rules and be made in accordance with the provisions of this Contract or such Exhibit. The Local Agency shall initiate any payment requests by submitting invoices to the State in the form and manner, approved by the State. Interest The State shall fully pay each invoice within 45 days of receipt thereof if the amount Invoiced represents performance by the Local Agency previously accepted by the Stale. Uncontested Page 8 of 23 Exhibit C. amounts not paid by the State within 45 days shall bear interest on the unpaid balance beginning on the 46th day at a rate not to exceed one percent per month until paid in full; provided, however,.that interest shall not accrue on unpaid amounts that are subject to a good faith dispute. The Local Agency shall invoice the Slate separately for accrued interest on delinquent amounts. The billing shall reference the delinquent payment, the number of days interest to be paid and the interest rate. Available Funds -Contingency -Termination The State is prohibited by law from making commitments beyond the term of the State's current fiscal year. Therefore, the Local Agency's compensation beyond the State's current Fiscal Year is contingent upon the continuing availability of State appropriations as provided in the Colorado Special Provisions. The State's performance hereunder is also contingent upon the continuing availability of federal funds. Payments pursuant to this Contract shall be made only from available funds encumbered for this Contract and the State's liability for such payments shall be limited to the amount remaining of such encumbered funds. if State or federal funds are not appropriated, or otherwise become unavailable to fund this Contract, the Stale may terminate this Contract immediately, in whole or in part, without further liability in accordance with the provisions hereof. Erroneous payments At the State's sole discretion, payments made to the Local Agency in error for any reason, including, but not limited to overpayments or improper payments, and unexpended or excess funds received by the Local Agency, may be recovered from the Local Agency by deduction from subsequent payments under this Contract or other contracts, Agreements or agreements between the State and the Local Agency or by other appropriate methods and collected as a debt due to the State. Such funds shall not be paid to any party other than the State. C. Use of Funds Contract Funds shall be used only for eligible costs identified herein. D. Matching Funds The Local Agency shall provide matching funds as provided in §B.A.,and Exhibit C. The Local Agency shall have raised the full amount of matching funds prior to the Effective Date and shall report to the State regarding the status of such funds upon request. The Local Agency's obligation to pay all or any part of any matching funds, whether direct or contingent, only extend to funds duly and lawfully appropriated for the purposes of this Agreement by the authorized representatives of the Local Agency and paid into the Local Agency's treasury. The Local Agency represents to the State that the amount designated "Local Agency Matching Funds" in Exhibit C has been legally appropriated for the purpose of this Agreement by its authorized representatives and paid into ils treasury. The Local Agency does not by this Agreement irrevocably pledge present cash reserves for payments in future fiscal years, and this Agreement is not intended to create a multiple -fiscal year debt of the Local Agency. The Local Agency shall not pay or be liable for any claimed interest, late charges, fees, taxes or penalties of any nature, except as required by the Local Agency's laws or policies. E. Reimbursement of Local Agency Costs The State shall reimburse the Local Agency's allowable costs, not exceeding the maximum total amount described in Exhibit C and §8. The applicable principles described in 49 C.F.R. 18 Subpart C and 49 C.F.R. 18.22 shall govern the Slate's obligation to reimburse all costs incurred by the Local Agency and submitted to the State for reimubursement hereunder, and the Local Agency shall comply with all such principles. The State shall reimburse the Local Agency for the federal -aid share of properly documented costs related to the Work after review and approval thereof, subject to the provisions of this Agreement and Exhibit C. However, any costs incurred by the Local Agency prior to the date of FHWA authorization for the Work and prior to the Effective Date shall not be reimbursed absent specific FHWA and State Controller approval thereof. Costs shall be: i. Reasonable and Necessary Pape 9 of 23 Exhibit C Resonable and necessary to accomplish the Work and for the Goods and Services provided. il. Net. Cost Actual net cost to the Local Agency (i.e. the price paid minus any items of value received by the Local Agency that reduce the cost actually incurred), 9. ACCOUNTING The Local Agency shall establish and maintain accounting systems In accordance with generally accepted accounting standards (a separate setof accounts, or as a separate and integral part of its current accounting scheme). Such accounting systems shall, at a minimum, provide as follows: A. Local Agency Performing the Work If Local Agency Is performing the Worst, all allowable costs, including any approved services contributed by the Local Agency or others, shall be documented using payrolls, time records, invoices, contracts, vouchers, and other applicable records. B. Local Agency -Checks or Draws Checks issued or draws made by the Local Agency shall be made or drawn against properly signed vouchers detailing the purpose thereof. All checks, payrolls, invoices, contracts, vouchers, orders, and other accounting documents shall be on file In the office of the Local Agency ,clearly identified, readily accessible, and to the extent feasible, kept separate and apart from all other Work documents. C. State-Adminlstrative Services The State may perform any necessary administrative support services required hereunder. The Local Agency shall reimburse the State for the costs of any such services from the Budget as provided for in Exhibit C. if FHWA funding is not available or Is withdrawn, or if the Local Agency terminates this Agreement prior to the Work being approved or completed, then all actual Incurred costs of such services and assistance provided by the State shall be the Local Agency's sole expense. D. Local Agency -invoices The Local Agency's invoices shall describe In detail the reimbursable costs incurred by the Local Agency for which It seeks reimbursement, the dates such costs were incurred and the amounts thereof, and shall not be submitted more often than monthly. E. Invoicing Within 60 Days The State shall not be liable to reimburse the Local Agency for any costs unless MOT receives such invoices within 60 days after the dale for which payment is requested, including final invoicing. Final payment to the Local Agency may be withheld at the discretion of the Slate until completion of final audit Any costs incurred by the Local Agency that are not allowable under 49 C.F.R: 118 shall be reimbursed by the Local Agency, or the State may offset them against any payments due from the State to the Local Agency. F. Reimbursement of State Costs CDOT shall perform Oversight and the Local Agency shall reimburse CDOT for its related costs. The Local Agency shall pay invoices within 60 days after receipt thereof, if the Local Agency fails to remit payment within 60 days, at CDOT's request, the State is authorized to withhold an equal amount from future apportionment due the Local Agency from the Highway Users Tax Fund and to pay such funds directly to COOT. Interim funds shall be payable from the State Highway Supplementary Fund (400) until COOT is reimbursed. if the Local Agency fails to make payment within 60 days, it shall pay interest to the State at a rate of one percent per month on the delinquent amounts until the billing is paid In full. CDOT's invoices shall describe in detail the reimbursable costs incurred, the dates Incurred and the amounts thereof, and shall not be submitted more often than monthly. 10. REPORTING - NOTIFICATION Reports, Evaluations, and Reviews required under this §10 shall be in accordance with the procedures of and in such form as prescribed by the Stale and in accordance with §18, if applicable. A. Performance, Progress, Personnel, and Funds Page 10 of 23 Exhibit C The Local Agency shall submit a report to the State upon expiralion or sooner termination of this Agreement, containing an Evaluation and Review of the Local Agency's performance and the final status of the Local Agency's obligations hereunder. S. Litigation Reporting Within 10 days after being served with any pleading related to this Agreement, in a legal action filed with a court or administrative agency, the Local Agency shall notify the State of such action and deliver copies of such pleadings to the State's principal representative as Identified herein. If the State or Its principal representative is not then serving, such notice and copies shall be delivered to the Executive Director of CDOT. C. Noncompliance The Local Agency's failure to provide reports and notify the State in a timely manner in accordance with this §10 may result In the delay of payment of funds and/or termination as provided under this Agreement. D. Documents Upon request by the State, the Local Agency shall provide the State, or its authorized representative, copies of all documents, including contracts and subcontracts, in its possession related to the Work. 11. LOCAL AGENCY RECORDS A. Maintenance The Local Agency shall make, keep, maintain, and allow inspection and monitoring by the State of a complete file of all records, documents, communications, notes and other written materials, electronic media files, and communications, pertaining In any manner to the Work or the delivery of Services (including, but not limited to the operation of programs) or Goods hereunder. The Local Agency shall maintain such records until the last to occur of the following: (i) a period of three years after the date this Agreement is completed or terminated, or (11) ihres years after final payment is made hereunder, whichever is later, or (ill) for such further period as may be necessary to resolve any pending matters, or (iv) if an audit is occurring,, or the Local Agency has received notice that an audit is pending, then until such audit has been completed and its findings have been resolved (collectively, the "Record Retention Period"). B. Inspection The Local Agency shall permit the State, the federal government and any other duly authorized agent of a governmental agency to audit, inspect, examine, excerpt, copy and/or transcribe the Local Agency's records related to this Agreement during the Record Retention Period to assure compliance with the terms hereof or to evaluate the Local Agency's performance hereunder. The State reserves the right to inspect the Work at all reasonable times and places during the term of this Agreement, including any extension. If the Work fails to conform to the requirements of this Agreement, the State may require the Local Agency promptly to bring the Work into conformity with Agreement requirements, at the Local Agency's sole expense. If the Work cannot be brought into conformance by re -performance or other corrective measures, the Stale may require the Local Agency to take necessary action to ensure that future performance conforms to Agreement requirements and may exercise the remedies available under this Agreement at law or in equity in lieu of or in conjunction with such corrective measures. C. Monitoring The Local Agency also shall permit the State, the federal government or any other duly authorized agent of a governmental agency, in their sole discretion, to monitor all activities conducted by the Local Agency pursuant to the terms of this Agreement using any reasonable procedure, including, but not limited to: internal evaluallon procedures, examination of program data, speclal analyses, on-site checking, formai audit examinatlons, or any other procedures. All such monitoring shall be performed in a manner that shall not unduly Interfere with the Local Agency's performance hereunder. t). Final Audit Report Pacgo 11 or23 Exhibit C If an audit is performed on the Local Agency's records for any fiscal year covering a portion of the term of this Agreement, the Local Agency shall submit a copy of the final audit report to the State or its principal representative at the address specified herein. 12. CONFIDENTIAL INFORMATION -STATE RECORDS The Local Agency shall comply wllh the provisions of this §12 if It becomes privy to confidential information In conneclion with Its performance hereunder. Confidential Information, Includes, but Is not necessarily limited to, state records, personnel records, and informallon concerning Individuals. Nothing in this §12 shall be construed to require the Local Agency to violate the Colorado Open Records Act, C.R.S. §§ 24-72-1001 et seq. A. Confidentiality The Local Agency shall keep all State records and information confidential at all times and to comply with all laws and regulations concerning confidentiality of information. Any request or demand by a third party for State records and information in the possession of the Local Agency shall be immediately forwarded to the State's principal representative. B. Notification The Local Agency shad notify its agents, employees and assigns who may come into contact With State records and confidential information that each is subject to the confidentiality requirements set forth herein, and shall provide each with a written explanation of such requirements before they are permitted to access such records and information. C. Use, Security, and Retention Confidential Information of any kind shall not be distributed or sold to any third party or used by the Local.Agency or its agents in any way, except as authorized by the Agreement and as approved by the State. The Local Agency,shali provide and maintain a secure environment that ensures confidentiality of all State records and other confidential information wherever located. Confidential Information shall not be retained in any files or otherwise by the Local Agency or its agents, except as set forth in this Agreement and approved by the State. D_ Disclosure-Liabillty Disclosure of State records or other confidential information by the Local Agency for any reason may be cause for legal action by third parties against the Local Agency, the State or their respective agents, The Local Agency Is prohibited from providing indemnification to the State pursuant to the Constitution of the Slate of Colorado, Article XI, Section 1, however, the Local Agency shall be responsible for any and all claims, damages, liability and court awards including costs, expenses, and attorney fees and related costs, incurred as a result of any act or omission by the Local Agency, or its employees, agents, or assignees pursuant to this §12. 13. CONFLICT OF INTEREST The Local Agency shall not Engage in any business or personal activities or practices or maintain any relationships which conflict in any way with the full performance of the Local Agency's obligations hereunder. The Local Agency acknowledges that with respect to this Agreement even the appearance of a conflict of interest is harmful to the State's interests. Absent the State's prior written approval, the Local Agency shall refrain from any practices, activities or relationships that reasonably appear to be in conflict with the full performance of the Local Agency's obligalions to the Slate hereunder. if a conflict or appearance exists, or If the Local Agency is uncertain whether a conflict or the appearance of a conflict of interest exists, the Local Agency shall submit to the State a disclosure statement setting forth the relevant details for the State's consideration. Failure to promplly submit a disclosure slatement or to fallow the State's direction in regard to the apparent conflict constitutes a breach of this Agreement. 14. REPRESENTATIONS AND WARRANTIES The Local Agency makes the following specific representations and warranties, each of which was relied on by the State In entering into this Agreement. A. Standard and Manner of Performance The Local Agency shall perform its obligations hereunder, including In accordance with the highest professlonal standard of care, skill and diligence and in the sequence and manner set forth in this Agreement. B. Legal Authority The Local Agency and the Local Agency's Signatory Page 't2 of 23 Exhibit C The Local Agency warrants that it possesses the legal authority to enter into this Agreement and that it has taken all actions required by its procedures, by -taws, and/or applicable laws to exercise that authority, and to lawfully authorize its undersigned signatory to execute this Agreement, or any part thereof, and to bind the Local Agency to its terms. if requested by the State, the Local Agency shall provide the State with proof of the Local Agency's authority to enter into this Agreement within 15 days of receiving such request. C. Licenses, Permits, Etc. The Local Agency represents and warrants that as of the Effective Date it has, and that at all times during the term hereof it shall have, at its sole expense, all licenses, certifications, approvals, insurance, permits, and other authorization required by law to perform its obligations hereunder, The Local Agency warrants that it shall maintain all necessary licenses, certifications, approvals, insurance, permits, and other authorizations required to properly perform this Agreement, without reimbursement by the Stale or other adjustment in Agreement Funds. Additionally, all employees and agents of the Local Agency performing Services under this Agreement shall hold all required licenses or certifications, if any, to perform their responsibilities. The Local Agency, if a foreign corporation or other foreign entity transacting business in the State of Colorado, further warrants that it currently has obtained and shall maintain any applicable certificate of authority to transact business in the State of Colorado and has designated a registered agent in Colorado to accept service of process. Any revocation, withdrawal or non -renewal of licenses, certifications, approvals, insurance, permits or any such similar requirements necessary for the Local Agency to properly perform the terms of this. Agreement shall be deemed to be a material breach by the Local Agency and constitute grounds for termination of this Agreement. 15. INSURANCE The Local Agency and its contractors shall obtain and maintain Insurance as specified in this section at all times during the term of this Agreement: All policies evidencing the insurance coverage required hereunder shall be issued by Insurance companies satisfactory to the Local Agency and the State. A, The Local Agency i. Public Entities If the Local Agency is a "public entity" wilhin the meaning of the Colorado Governmental Immunity Act, CRS §24-10-101, et seq„ as amended(the "GIA"), then the Local Agency shall maintain at all times during the term of this Agreement such liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under the GIA. The Local Agency shall show proof of such Insurance satisfactory to the State, if requested by the State. The Local Agency shall require each Agreement with their Consultant and Contractor, that are providing Goods or Services hereunder, to Include the insurance requirements necessary to meet Consultant or Contractor liabilities under the GIA. fl. Non-Pubile Entities If the Local Agency is nota public entity within the meaning of the Governmental immunity Act, the Local Agency shall obtain and maintain during the term of this Agreement insurance coverage and policies meeting the same requirements set forth in §15(B) with respect to sub -contractors that are not "public entities". B, Contractors The Local Agency shall require each contract with Contractors, Subcontractors, or Consultants, other than those that are public entities, providing Goods or Services in connection with this Agreement, to include insurance requirements substantially similar to the following: 1. Worker's Compensation Worker's Compensation insurance as required by State statute, and Employer's Liability Insurance covering all of the Local Agency's Contractors, Subcontractors, or Consultant's employees acting within the course and scope of their employment. H. General Llabllity Page 13 of 23 Exhibit C Commercial General Liability Insurance written on ISD occurrence form CG 00 01 10193 or equivalent, covering premises operations, fire damage, independent contractors, products and completed operations, blanket liability, personal injury, and advertising liability with minimum limits as follows: (a) $1,000,000 each occurrence; (b) $1,000,000 general aggregate; (c) $1,000,000 products and completed operations aggregate; and (d) $50,000 any one fire. If any aggregate limit is reduced below $1,000,000 because of claims made or paid, contractors, subcontractors, and consultants shall immediately obtain additional insurance to restore the full aggregate limit and furnish to the Local Agency a certificate or other docurnent salisfaclory to the Local Agency showing compliance with this provision. Iii. -Automobile Liability Automobile Liability Insurance covering any auto (including owned, hired and non -owned autos) with a minimum limit of $1,000,000 each accident combined single limit. Iv. Additional insured The Local Agency and the State shall be named as additional insured on the Commercial General Liability policies (leases and construction contracts require additional insured coverage for completed operations on endorsements CG 2010 11185, CG 2037, or equivalent). v. Primacy of Coverage Coverage required of the Consultants or Contractors shall be primary over any insurance or self-insurance program carried by the Local Agency or the State. vi. Cancellation The above insurance policies shall include provisions preventing cancellation or non -renewal without at least 45 days prior notice to the Local Agency and the State by certified mail. vil. Subrogation Waiver All insurance policies in any way related to this Agreement and secured and maintained by the Local Agency's Consultants or Contractors as required herein shall Include clauses stating that each carrier shall waive all rights of recovery, under subrogation or otherwise, against the Local Agency or the State, its agencies, institutions, organizations, officers, agents, employees, and volunteers. C. Certificates The Local Agency and all Contractors, subcontractors, or Consultants shall provide certificates showing insurance coverage required hereunder to the State within seven business days of the Effective Date of this Agreement. No later than 15 days prior to the expiration date of any such coverage, the Local Agency and each contractor, subcontractor, or consultant shall deliver to the State or the Local Agency certificates of.insurance evidencing renewals thereof. in addition, upon request by the State at any other time during the term of this Agreement or any sub- contract, the Local Agency and each contractor, subcontractor, or consultant shall, within 10 days of such request, supply to the State evidence satisfactory to the State of compliance with the provisions of this §15. 16. DEFAULT -BREACH A. Defined In addition to any breaches specified in other sections of this Agreement, the failure of either Party to perform any of its material obligations hereunder in whole or In part or In a timely or satisfactory manner constitutes a breach. B. Notice and Cure Period In the event of a breach, notice of such shall be given in writing by the aggrieved Party to the other Party In the manner provided in §18. If such breach is not cured within 30 days of receipt of written notice, or if a cure cannot be completed within 30 days, or if cure of the breach has not begun within 30 days and pursued with due diligence, the State may exercise any of the remedies set forth in §17. Notwithstanding anything to the contrary herein, the State, in Its sole discretion, need not provide advance notice or a cure period and may immediately terminate Pago 14 of 23 Exhibit C '- this Agreement in whole or in part if reasonably necessary to preserve public safety or to prevent immediate public crisis. 17. REMEDIES If the Local Agency is in breach under any provision of this Agreement, the State shall have all of the remedies listed in this §17 in addition to all other remedies set forth In other sections of this Agreement following the notice and cure period set forth in §16(8). The State may exercise any or all of the remedies available to It, in its sole discretion, concurrently or consecutively. A. Termination for Cause and/or Breach If the Local Agency fails to perform any of its obligations hereunder with such diligence as is required to ensure its completion in accordance with the provisions of this Agreement and in a timely manner, the State may notify the Local Agency of such non-performance in accordance with the provisions herein. if the Local Agency thereafter fails to promptly cure such non- performance within the cure period, the State, at its option, may terminate this entire Agreement or such part of this Agreement as to which there has been delay or a failure to properly perform. Exercise by the State of this right shall not be deemed a breach of Its obligations hereunder. The Local Agency shall continue performance of this Agreement to the extent not terminated, if any. 1. Obligations and Rights To the extent specified in any termination notice, the Local Agency shall not incur further obligations or render further performance hereunder past the effective date of such notice, and shall terminate outstanding orders and sub -Agreements with third parties. However, the Local Agency shall complete and deliver to the State all Work, Services and Goods not cancelled by the termination notice and may incur obligations as are necessary to do so within this Agreement's tents. At the sole discretion of the State, the Local Agency shall assign to the State all of the Local Agency's right, title, and Interest under such terminated orders or sub -Agreements. Upon termination, the Local Agency shall take timely, reasonable and necessary action to protect and preserve property in the possession of the Local Agency In which the State has an interest. All materials owned by the Stale in the possession of the Local Agency shall be immediately returned to the State. All Work Product, at the option of the Stale, shall be delivered by the Local Agency to the State and shall become the State's property. 2. Payments The State shall reimburse the Local Agency only for accepted performance received up to the date of termination, If, after termination by the State, it is determined that the Local Agency was not in default or that the Local Agency's action or inaction was excusable, such termination shall be treated as a termination in the public Interest and the rights and obligations of the Parties shall be the same as if this Agreement had been terminated In the public interest, as described herein. 3. Damages and Witholding Notwithstanding any other remedial action by the State, the Local Agency also shall remain liable to the State for any damages sustained by the State by virtue of any breach under this Agreement by the Local Agency and the State may withhold any payment to the Local Agency for the purpose of mitigaling the State's damages, until such lime as the exact amount of damages due to the State from the Local Agency is determined. The State may withhold any amount that may be due to the Local Agency as the State deems necessary to protect the State, including loss as a result of outstanding liens or claims of former lien holders, or to reimburse the State for the excess costs incurred In procuring similar goods or services. The Local Agency shall be liable for excess costs incurred by the State in procuring from third parties replacement Work, Services or substitute Goods as cover. B. Early Termination In the Public Interest The State is entering into this Agreement for the purpose of darrying out the public policy of the State of Colorado, as determined by its Governor, General Assembly, andlor Courts, if this Agreement ceases to further the public policy of the State, the State, in its sole discretion, may Page 15 of 23 Exhibit C terminate this Agreement in whole or in part. Exercise by the State of this right shall'not constitute a breach of the State's obligations hereunder. This subsection shall not apply to a termination of this Agreement by the State for cause or breach by the Local Agency, which shall be governed by §17(A) or as otherwise specifically provided for herein. 1. Method and Content The State shall notify the Local Agency of the termination in accordance with §18, specifying the effective dale of the termination and whether It affects all or a portion of this Agreement. Obligations and Rights Upon receipt of a termination notice, the Local Agency shall be subject to and comply with the same obligations and rights set forth in §17(A)(i). Payments If this Agreement is terminated by the State pursuant to this §17(8), the Local Agency shall be paid an amount which bears the same ratio to the total reimbursement under this Agreement as the Services satisfactorily performed bear to the total Services covered by this Agreement, less payments previously made. Additionally, if this Agreement is less than 60% completed, the State may reimburse the Local Agency for a portion of actual out-of-pocket expenses (not otherwise reimbursed under this Agreement) Incurred by the Local Agency which are d'irectiy attributable to the uncompleted portion of the Local Agency's obligations hereunder; provided that the sum of any and all reimbursement shall not exceed the maximum amount payable to the Local Agency hereunder, C. Remedies Not Involving Termination The State, its sole discretion, may exercise one or more of the following remedies in addition to other remedies available to it: L Suspend Performance Suspend the Local Agency's performance with respect to all or any portion of this Agreement pending necessary corrective action as specified by the State without entitling the Local Agency to an adjustment in price/cost or performance schedule. The Local Agency shall promptly cease performance and incurring costs in accordance with the State's directive and the State shall not be liable for costs incurred by the Local Agency after the suspension of performance under this provision. Withold Payment Withhold payment to the Local Agency until corrections in the Local Agency's performance are satisfactorily made and completed. Deny Payment Deny payment for those obligations not performed that due to the Local Agency's actions or inactions cannot be performed or, if performed, would be of no value to the State; provided that any denial of payment shall be reasonably related to the value to the State of the obligations not performed. Removal Demand removal of any of the Local Agency's employees, agents, or contractors whom the State deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable, or whose continued relation to this Agreement is deemed to be contrary to the public interest or not in the State's best interest. Intellectual Property If the Local Agency infringes on a patent, copyright, trademark, trade secret or other intellectual property right while performing its obligations under this Agreement, the Local Agency shall, at the State's option (a) obtain for the State or the Local Agency the right to use such products and services; (b) replace any Goods, Services, or other product involved with non -infringing products or modify them so that they become nor -infringing; or, (c) if neither of the forgegaing alternatives are reasonably available, remove any Infringing Goods, Services, or products and refund the price paid therefore to the State. 18. NOTICES and REPRESENTATIVES Page 16 of 23 Exhibit C i Each individual identified below is the principal representative of the designating Party. All notices required to be given hereunder shall be hand delivered with receipt required or sent by certified or registered malt to such Party's principal representative at the address set forth below. In addition to but not in Ileu of a hard -copy notice, notice also may be sent by e-mail to the e-mail addresses, if any, set forth below. Either Party may frorn time to time designate by written notice substitute addresses or persons to whom such notices shall be sent. Unless otherwise provided herein, all notices.shall be effective upon receipt. A. State: B. Local Age can er T2_2 S ion 3 222 Souu th 6 Street, F Grand Junction, CO 8 Eva Wilson j County Engineer J 850 ,Q 81831 19. RIGHTS IN DATA, DOCUMENTS, AND COMPUTER SOFTWARE Any software, research, reports, studies, data, photographs, negatives or other documents, drawings, models. materials, or work product of any type, Including drafts, prepared by the Local Agency In the performance of Its obligations under this Agreement shall be the exclusive property of the State and all Work product shall be delivered to the State by the Local Agency upon completion or termination hereof..The State's exclusive rights in such Work Product shall Include, but not be limited to, the right to copy, publish, display, transfer, and prepare derivative works. The Local Agency shall not use, wiilingly allow, cause or permit such Work Product to be used for any purpose other than the performance of the Local Agencys's obligations hereunder without the prior written consent of the State. 20. GOVERNMENTAL IMMUNITY Notwithstanding any other provision to the contrary, nothing herein shall constitute a walver, express or implied, of any of the immunities, rights, benefits, protection, or other provisions of the Colorado Governmental Immunity Act, CRS §24-10-101, et seq., as amended. Liability forclalms for injuries to persons or property arlsing from the negligence of the Slate of Colorado, its departments, institutions, agencies, boards, officials, and employees and of the Local Agency is controlled and limited by the provisions of the Governmental Immunity Act and the risk management statutes, CRS §24-30-1501, at seq., as amended. 21. STATEWIDE CONTRACT MANAGEMENT SYSTEM If the maximum amount payable to the Local Agency under this Agreement is $100,000 or greater, either on the Effective pate or at anytime thereafter, this §21 appiles. The Local Agency agrees to be governed, and to abide, by the provisions.of CRS §24-102-205, §24-102-206, §24-103-601, §24-103.5-101 and §24-105-102 concerning the monitoring of vendor performance on state agreementsicontracts and incluslon of agreementtcontract performance information in a statewide contract management system. The Local Agency's performance shall be subject to Evaluation and Review in accordance with the terms and conditions of this Agreement, State law, including CRS §24-103.5-101, and State Fiscal Rules, Policles and Guidance. Evaluation and Review of the Local Agency's performance shalt be part of the normal Agreement administration process and the Local Agency's performance will be systematically recorded in the statewide Agreement Management System. Areas of Evaluation and Review shall include, but shall not be limited to quality, cost and timeliness. Collection of information relevant to 'the performance of the Local Agency's obligations under this Agreement shall be determined by the specific requirements of such obligations and shall include factors tailored to match the requirements of the Local Agency's obligations. Such performance information shall be entered into the statewide Contract Management System at intervals established herein and Page 17 of 23 Exhibit C a final Evaluation, Review and Rating shall be rendered within 30 days of the end of the Agreement terra. The Local Agency shall be notified following each performance Evaluation and Review, and shall address or correct any identified problem In a timely manner and maintain work progress. Should the final performance Evaluation and Review determine that the Local Agency demonstrated a gross failure to meet the performance measures established hereunder, the Executive Director of the Colorado Department of Personnel and Administration (Executive Director), upon request by CDOT, and showing of good cause, may debar the Local Agency and prohibit the Local Agency from bidding an future Agreements. The Local Agency may contest the final Evaluation, Review and Rating by: (a) filing rebuttal statements, which may result in either removal or correction of the evaluation (CRS §24-105-102(6)), or (b) under CRS §24-105-102(6), exercising the debarment protest and appeal rights provided in CRS §§24-109-106, 107, 201 or 202, which may result In the reversal of the debarment and reinstatement of the Local Agency, by the Executive Director, upon showing of good cause. 22. FEDERAL REQUIREMENTS The Local Agency andlor their contractors, subcontractors, and consultants shall at all times during the executlon of this Agreement strictly adhefe to, and comply with, all applicable federal and stale laws, and their implementing regulations, as they currently exist and may hereafter be ameltded. A listing of certain federal and state laws that may be applicable are described in Exhibit J and Exhiblt K. 23. DISADVANTAGED BUSINESS ENTERPRISE (DBE) The Local Agency will comply with all requirements of Exhibit G and the Local Agency Contract Administration Checklist regarding DBE requirements for the Work, except that if the Local Agency desires to use its own DBE program to implement and administer the DBE provisions of 49 C.F.R. Part 26 under INS Agreement; it must submit a copy of its program's requirements to the State for review and approval before the execution of this Agreement. If the Local Agency uses any State- approved DBE program for this Agreement, the Local Agency shall be solely responsible to defend that DBE program and Its use of that program against all legal and other challenges or complaints, at Its sole cost and expense. Such responsibility includes, without limitation, determ€nations concerning IBE eligibility requirements and certification, adequate legal and factual bases for DBE goals and good faith efforts. State approval (if provided) of the Local Agency's DBE program does not waive or modify the sole responsibility of the Local Agency for use of Its program. 24. DISPUTES Except as otherwise provided in this Agreement, any dispute concerning a question of fact arising under this Agreement which Is not disposed of by agreement shall be decided by the Chief Engineer of the Department of Transportation. The decision of the Chief Engineer will be final and conclusive unless, within 30 calendar days after the date of receipt of a copy of such written decision, the Local Agency malls or otherwise furnishes to the State a written appeal addressed to the Executive Director of CDOT. In connection with any appeal proceeding under this clause, the Local Agency shall be afforded an opportunity to be heard and to offer evidence in support of its appeal. Pending final decision of a dispute hereunder, the Local Agency shall proceed diligently with the performance of this Agreement in accordance with the Chief Engineer's decision. The decision of the Executive Director or his duly authorized representative for the determination of such appeals shall be final and conclusive and serve as final agency action. This dispute clause does not preclude consideration of questions of law In connection with decisions provided for herein. Nothing in this Agreement, however, shall be construed as making final the decision of any administrative official, representative, or board on a question of law. 25. GENERAL PROVISIONS A. Assignment The Local Agency's rights and obligations hereunder are personal and may not be transferred, assigned or subcontracted without the prior written consent of the State. Any attempt at assignment, transfer, or subcontracting without such consent shall be void. All assignments and subcontracts approved by the Local Agency or the State are subject to all of the provisions hereof. The Local Agency shall be solely responsible for all aspects of subcontracting arrangements and performance. B. Binding Effect Except as otherwise provided in §25(A), all provisions herein contained, including the benefits and burdens, shall extend to and be binding upon the Parties' respective heirs, legal representatives, successors, and assigns. C. Captions Page 18 of 23 Exhibit C The captions and headings in this Agreement are for convenience of reference only, and shall not be used to interpret, define, or limit its provisions. D. Counterparts This Agreement may be executed in multiple identical original counterparts, all of which shall constitute one agreement. E. Entire Understanding This Agreement represents the complete Integration of all understandings between the Parties and all prior representations and understandings, oral or written, are merged herein. Prior or contemporaneous addition, deletion, or other amendment hereto shall not have any force or affect whatsoever, unless embodied herein. F. Indemnification - General If Local Agency is not a "public entity" within the meaning of the Colorado Governmental Immunity Act, CRS §24-10-141, et.seq., the Local Agency shall indemnify, save, and hold harmless the State, its employees and agents, against any and all claims, damages, liability and court awards including costs, expenses, and attorney fees and related costs, incurred as a result of any act or omission by the Local Agency, or its employees, agents, subcontractors or assignees pursuant to the terms of this Agreement. This clause is not applicable to a Local Agency that is a "public entity" within the meaning of the Colorado Governmental Immunity Act, CRS §24-10-101, et seq. G. Jurlsdction and Venue All suits, actions, or proceedings related to this Agreement shall be held in the State of Colorado and exclusive venue shall be in the City and County of Denver. 11. Limitations of Liability Any and all limitations of liability and/or damages in favor of the Local Agency contained in any document attached to and/or incorporated by reference into this Agreement, whether referred to as an exhibit, attachment, schedule, or any other name, are void and of no effect. This includes, but is not necessarily limited to, limitations on (f) the types of liabilities, (il) the types of damages, (Ili) the amount of damages, and (Iv) the source of payment for damages. I. Modification I. Ey the Parties Except as specifically provided in this Agreement, modifications of this Agreement shall not be effective unless agreed to in writing by both parties in an amendment to this Agreement, properly executed and approved in accordance with applicable Colorado State law, State Fiscal Rules, and Office of the State Controller Policies, including, but not limited to, the policy entitled MODIFICATIONS OF AGREEMENTS - TOOLS AND FORMS. By Operation of Law This Agreement is subject to such modifications as may be required by changes in Federal or Colorado State law, or their implementing regulations. Any such required modification automatically shall be incorporated into and be part of this Agreement on the effective date of such change, as if fully set forth herein. J. Order of Precedence The provisions of this Agreement shall govern the relationship of the slate and the Local Agency. in the event of conflicts or inconsistencies between this Agreement and its exhibits and attachments, such conflicts or inconsistencies shall be resolved by reference to the documents in the following order of priority: i. Colorado Spacial Provisions, The provisions of the main body of this Agreement, Exhibit A (Scope of Work), Exhibit B (Local Agency Resolution), Exhibit C (funding Provisions), Exhibit D (Option Letter), Exhibit E (Local Agency Contract Administration Checklist), Page 19 of 23 Exhibit C Other exhibits in descending order of their attachment. K. Severability Provided this Agreement can be executed and performance of the obligations of the Parties accomplished within its intent, the provisions hereof are severable and any provision that is declared invalid or becomes inoperable for any reason shall not affect the validily.of any other provision hereof. L. Survival of Certain Agreement Terms Notwithstanding anything herein to the contrary, provisions of this Agreement requiring continued performance, compliance, or effect after termination hereof, shall survive such termination and shall be enforceable by the State if the Local Agency fails to perform or comply as required. Al. Taxes The State Is exempt from all federal excise taxes under IRC Chapter 32 (No. 84-730123K) and from all State and local government sales and use taxes under CRS §§39-26-101 and 209 et seq. Such exemptions apply when materials are purchased or services rendered to -benefit the State; provided however, that certain political subdivisions (e.g., City of Denver) may require payment of sales or use taxes even though the product or service is provided to the State. The Local Agency shall be solely liable for paying such taxes as the Stale is prohibited from paying for or reimbursing the Local Agency for them. N. Third Party Beneficiaries Enforcement of this Agreement and all rights and obligations hereunder are reserved solely to the Parties, and not to any third party. Any services or benefits which third parties receive as a result of this Agreement are incidental to the Agreement, and do not create any rights for such third parties. ©. Waiver Waiver of any breach of a term, provision, or requirement of this Agreement, or any right or remedy hereunder, whether explicitly or by lack of enforcement, shall not be construed or deemed as a waiver of any subsequent breach of such term, provision or requirement, or of any other term, provision, or requirement. THE REST OF THIS PACE INTENTIONALLY LEFT BLANK Page 20 of 23 Exhibit C 26. COLORADO SPECIAL PROVISIONS The Special Provisions apply to all Agreements except where noted in Italics, 1. CONTROLLER'S APPROVAL. CRS §2430.202 (1). This Agreement shall not be deemed valid until It has been approved by the Colorado State Controller or designee. 2. FUNIS AVAILABILITY. CRS §24-30-202(5.5). Financial obligations of the State payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. 3, GOVERNMENTAL IMMUNITY. No term or condition of this Agreement shall be construed or Interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, of the Colorado Governmental Immunity Act, CRS §2410-101 el seq., or the Federal Tort Ctalms Act, 28 U.S.C. §§1346(b) and 2671 el seq„ as applicable now or hereafter amended. 4. INDEPENDENT CONTRACTOR The Local Agency shall perform its duties hereunder as an independent contractor and not as an employee. Neither The Local Agency nor any agent or employee of The Local Agency shall be decreed to be an agent or employee of the State. The Local Agency'and its employees and agents are not entitled to unemployment Insurance or workers compensation benefits through the State and the State shall not pay for or otherwise provide such coverage for The Local Agency or any of its agents or employees. Unemployment insurance benefits shall be available to The Local Agency and its employees and agents only if such coverage is made available by The Local Agency or a third party. The Local Agency shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this Agreement. The Local Agency shall not have authorization, express or implied, to bind the State to any Agreement, liability or understanding, except as expressly set forth herein. The Local Agency shall (a) provide and keep in force workers' compensation and unemployment compensation insurance In the amounts required by taw, (b) provide proof thereof when requested by the State, and (c) be solely responsible for Its acts and those of its employees and agents. 5. COMPLIANCE WITH LAW. The Local Agency shall strictly coirpfy with all applicable federal and State laws, rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices. 6. CHOICE OF LAW. Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated heroin by reference which conflicts with said laws, rules, and regulations shall be null and void. Any provision incorporated herein by relerence which purports to negate this or any other Special Provision in whole or in part shall not be valid or enforceable or available in any action at law, whether by way of complaint, defense, or otherwise. Any provision rendered null and void by the operation of this provision shall not invalidate the remainder of this Agreement, to the extent capable of execution. 7. BINDING ARBITRATION PROHIBITED, The State of Colorado does not agree to binding arbitration by any extra -judicial body or person. Any provision to the contrary in this contact or incorporated herein by reference shall be null and void. 8. SOFTWARE PIRACY PROHIBITION. Governor's Executivo Order D 002 00. State or other public funds payable under this Agreement shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. The Local Agency hereby certifies and warrants that, during the to€m of this Agreement and any extensions, The Loral Agency has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that The Local Agency Is In violation of this provision, the State may exercise any remedy available at law or in equity or under this Agreement, Including, without limitation, immediate termination of this Agreement and any remedy consistent with federal copyright laws or applicable licensing restrictions. 9. EMPLOYEE FINANCIAL INTEREST. CRS §§24-18.201 and 24-50-507. The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest whatsoever in the service or property described in this Agreement. The Local Agency has no interest and shall not acquire any Interest, direct or Indirect, that would conflict In any manner or degree Page 21 of 23 Exhibit C with the performance of The Local Agency's services and The Local Agency shall not employ any person having such known interests. 10. VENDOR OFFSET. CRS §§2430-202 (1) and 24-30-202.4. [Not Applicable to Intergovernmental agreements] Subject to CRS §24-30-202,4 (3.5), the State Controller may withhold payment under the State's vendor offset intercept system for debts owed to State agencies for: (a) unpald child support debts or child support arrearages; (b) unpaid balances of tax, accrued interest, or other charges specified in CRS §39-21-101, et seq.; (c) unpaid loans due to the Student Loan Division of the Department of Nigher Education; (d) amounts required to be paid to the Unemployment Compensation Fund; and (e) other unpaid debts owing to the State as a result of final agency determination or judicial action, 11. PUBLIC CONTRACTS FOR SERVICES. CRS §8-17.5-101. [Not Applicable to Agreements relating to the offer, issuance, or safe of securities, investment advisory services or fund management services, sponsored projects, intergovernmental Agreements, or information technology services or products and services] The Local Agency certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who shall perform work under this Agreement and shall confirm the employment eligibility of all employees who are newly hired for employment In the United States to perform work under this Agreement, through participation in the E - Verify Program or the State program established pursuant to CRS §8-17.5-102(5)(c), The Local Agency shall not knowingly employ or contract with an Illegal alien to perform work under this Agreement or enter into a contract with a subcontractor that fails to certify to The Local Agency that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. The Local Agency (a) shall not use E -Verify Program or State program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed, (b) shall notify the subcontractor and the contracting State agency within three days If The Local Agency has actual knowledge that a subcontractor is employing or contracting with an illegal alien for work under this Agreement, (c) shall terminate the subcontract if a subcontractor does not stop employing or contracting with the Illegal alien within three days of receiving the notice, and (d) shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to CRS §8-17.5-102(5), by the Colorado Department of Labor and Employment. If The Local Agency participates In the State program, The Local Agency shall deliver to the contracting State agency, Institution of Nigher Education or politica[ subdivision, a written, notarized affirmation, affirming that The Local Agency has examined the legal work status of such employee, and shall comply with al[ of the other requirements of the State program. If The Local Agency fails to comply with any requirement of this provision or CRS §8-17.5-101 et seq„ the contracting State agency, institution of higher education or political subdivision may terminale this Agreement for breach and, if so terminated, The Local Agency shall be liable for damages. 12. PUBLIC CONTRACTS WITH NATURAL PERSONS. CRS §24-76.5-101. The Local Agency, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (a) is a citizen or otherwise lawfully present In the United States pursuant to federal law, (b) shall comply with the provisions of CRS §24-76.5-101 et seq., and (c) has produced one form of identification required by CRS §24.76.5-103 prior to the effective date of this Agreement, SPs Effective 111109 THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK Page 22 of 23 Exhibit C 27. SIGNATURE PAGE Agreement Routing Number 13 HAS 47953 THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT " Persona signing for The Local Agency hereby swear and affirm that they are authorized to act on The Local Agency's behalf and acknowledge that the State Is relying on their reprosentatbns to that effect. THE LOCAL AGENCY STATE OF COLORADO EAGLE COUNTY John W. Hickenlooper, GOVERNOR a Colorado Department of Transportation Name of Authorized ndividual Don Id E. Hunt, Executive Director Title: j tr Official Title of Authorized Individual / may_ By: Timothy J. Harris, P.E., CDOT Chief Engineer .� Date: *Signatu Date: l).2:7, ), 2nd The Local Agency Signature if Needed LEGAL REVIEW ,John W. Suthers, Attorney General By: Name of Authorized Individual/` By /` ._ Title: Signature - Assistant Attorney General Official Title of Authorized Individual Date: Signature Date: ALL AGREEMENTS REQUIRE APPROVAL BY THE STATE CONTROLLER CRS §24=30.202 requires the State Controller to approve all State Agreements_ This Agreement is not valid until signed and dated below by the State Controller or delegate. The Local Agency Is not authorized to begin performance until such time. It The Local Agency begins perfonning priormereto, the State of Colorado is not obligated to pay The Local Agency for such performance or for any goods andlor services provided hereunder. STATE CONT LLER Dav o t, A Sy• I Colorad epartment of Transportation Data: �-w L% [r Page 23 of 23 Exhibit C 28. EXHIBIT A —SCOPE OF WORK Exhibit C project CEtaracterlstfcs (Proposed) ffadlan (Type): ❑ Ceprassad ❑ Palated G Refsed Cal Nona r r L hUn _ Handica Ramps Traffe C❑rsErot S na'.s 5� n. M Left Tum Slats Cl C❑nllnuous ............... N1:silh= ❑ LandScapino requiroments (dcscrlpti,n): Rlpht of 'Away YeslPfo Est. h RO`N Slor Perm. Easement Raqufred No RelocaVon Requlrad No Temporary EasementRequTted! Na Changes In A=OAA: No Chamses t❑ Connaot'an Rands, No Railroad Crossings M of Cr❑ssinga: Romrnmu ndallcn s ' © Mar(descrtpoon): Utilities (list namus of known uGfity cnmpanlas) Environmental Type: Appravad On: Prajeot Coda # Cleared Efndsr None Pr❑del p Cleared Undor 1 i Comments' = Coordlnatfon © Wtlhdrawn Lands (Pq%Net Sttea, Reserv❑trs<Etc•)Clea%ed through EiLM or Fewt 5arvke Office lrrilgall❑n DII Mama: © Now Tratfft: Ordinance Requ?red ❑ !?❑d fy Schedule cf Exts hrg Qrdfnanc® munriPi:y— Et Jebel Other: COnsfructlon Method AdvelisAd Gy: NoAd Rsa&❑n: 1 rss By IAaency Crasact Name: Phona #: Lac -if r Sa(nly Considerations Pro)eet lender. {3❑o eirail meats eunant c andarcis: No fl Variance fn htfnimum Qesign Standards Required C Salefy project not all SlandardS Comments: 0 Justification ACached ❑ Ragaest to 6a Sapml:le eddresse d rt Brldaefsaeltemf2) [] SooRm*I art plojaets IIIIIIIIII 1111111 � Ilul� �p IIIII 11Hill 1 Mill HIM Hill IY■IY 1 HIM■1■ 11 1�■11 moon Exhibit C page 3 cf 3 ptojoct Cain fl(Sr: Project N: Rovise Date. 19212 1 SHO 0921-iftD Major Structures S= to slay, R. Eo be removed, P= proposed nese structure Refeterta Stannard structure Stntah taf Hcrtzcntal Vattkal Year struclurote# • Length palm FeatureWarseVted Width Rcadwa ca- Clearance Cearanca Wil Proposed Treamant of eddges to Remain in Placa(address b€idge rail, capacity, and a'.imxabla surfacing thickness): UN Remarks 4pro oct Descfptlan Safety Enharcamanis to opproxlmaiely 3CID-SWLF of E€ Jebel Read locator directly north of the SH82fE l Jetel Road intorsecren In unlneciporatAd Eagle County. In the £l Jebel area. Tne pro)ect vlli Involve traffic s'Qnnl dilemma zona dolection and optimization, auxifisry lane Improvements and addrllans cin El Sebe] Road for inueased InterseaVen capacity, and access restrictions for Vto Cows," that era s+ith'n the queue'nngths forihe southbound right and loft tum!ng movements. ROW Category FLght or sway may be necwsnry from 2 parcels for th.s project. Ttruse parcels arcs 10r lted to the northwLast and nortltoatl of the srt820 Jabal Rand fntarsociio0.1306 are privately awned parcoit. Addlilonally. two of the eacass roads foca!ad to Uta northwest of the Intersection (Farva Lane and Gtttespla Drive) are prhmtaly mvnad reads (owned by one of the parcai otivrrers) end may need ROW aaquWO.on. Er#nearino Category The onQinoaKng catogary is Wm,atod teased upon hourly rates broken down by Wavapt phases during the design ptocoss.It includes pmjatl managorrent, pub€fc outreach, development, design documents end spocliicodcns, geotechnical, anyironmentAl, ull'lty locates, and dght Of x^ay ptoccsaing. Construction Catagcry Construction is essum a1 to cnnaist or the read improvements, oats v tmprovoments, excavaiien and embankment, curb and Untter installaifon, rood tease and paving, medlan conatructioa, rolalntag v'all construction, and hafrc sk nal'mprovaments. Clearing end grubbing, signage and stdefng, dmInago, lrad!c control, con%t=Jan surveying and rrcaumenlatktn, contrac.crmcbllization and envronmenlal m1 goten aro also lnoWed solth!n tho rnnsltuc5en category. This projectvrill be doslgned and WnHtnOdd in accordance with GUOT end FMA ru€as and regslallerhs. The rxurty Las elected to use federal funding for the ROW. Dtsign and Conslruellon phosos of this Pv}uct.# Exhibit C 29. EXHIBIT S — LOCAL AGENCY RESOLUTION LOCAL AGENCY ORDINANCE or RESOLUTION Exhibit C Commissioner L� �-"� moved adoption of the following Resolution, BOARD OF COUNTY COMMISSIONERS COUN'T'Y OF EAGLE, STATE OF COLORADO OLORADO RESOLUTION NO. 2012- 10 RESOLUTION SUPPORTING THE AGREEMENT BETWEEN EAGLE COUNTY AND THE COLORADO DEPARTMENT OF TRANSPORTATION FOR DISBURSEMENT OF FUNDS FOR THE ROW, DESIGN & CONSTRUCTION OF THE STATE HIGHWAY 82 AND EL JEBEL ROAD INTERSECTION IMPROVL''MENTS WHEREAS, Eagle County desires to improve the State l4ighway 82 and EI Jebel Road intersection by performing access management and mitigation to increase the safety and operations of said intersection, located at Mile Marker 19.1 on State Highway 82 (hereinafter "Project") in the unincorporated area of Eagle County; and WHERE, AS, the Colorado Department of Transportation (hereinafter "CDOT") has selected this Project as eligible for Federal funding through the Hazard Elimination Safety Program (hereinafter "HES") administered by CDOT; and WHEREAS, the total Project cost including right-of-way, design and construction is estimated at $559,901 with 100% funding from the HES, and WHEREAS, Eagle County agrees to assume the responsibilities of the Local Agency, as defined by the State of Colorado Department of Trausporlation Agreement witl) Eagle County (hereinafter the "Grant Agreement"), for this Project. ff REMAINDER Or PAGE INTENTIONALLY LEFT BLANK fl Exhibit C NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF EAGLE, STATE OF COLORADO - THAT, [lie Board of Eagle Couniy Commissioners hereby authorizes the Chairman of the Board to sign the Grant Agreement with CDOT. THAT, this resolution is to be in frill force and effect from and after its Massage and approval. THAT, the Board hereby finds, determines and declares that this Resolution is necessary for the public health, safety and welfare of tile residents of [lie County of Eagle, State of Colorado. MOVED, READ AND ADOPTED by the Board of County Commissioners of the County of Eagle, State -of Colorado, at its regular meeting held [his V-7) day of 6�16W2012. ATTEST: Clo Ic of Ilse B Mrd of Count �'°i kN Commissioners COUNTY OF EAGLE, STATE OF COLORADO By and Through its Board of County Corninissioners By: Pctec'r I unvon, C Jont `vney, Commissiother w"' �) hz�' w Sara J. Fisher, Cot imissioner Commissioner T seconded adoption of the foregoing resolution. The roll h wing been called, the vote was as follows - Coin Inissioner Peter F. Runyon Commissioner Jon Stavney Commissioner Sara J. fisher This Resolution passed by / (� vote of the Board of County Commissioners of the County of Eagle, State of Colorado. 2 30. EXHIBIT C -- FUNDING PROVISIONS A. Cost of Work Estimate The Local Agency has estimated the total cost the Work to be $559,901.00 which is to be funded as follows: 1 BUDGETED FUNDS a. Federal Funds $559,901.00 (100% of Participating Costs) TOTALBUDGETED FUNDS $559,901.00 2 ESTIMATED CDOT-INCURRED COSTS a. Federal Share $0.00 (,_,,, of Participating Costs) b. Local Agency Local Agency Share of Participating Costs $0.00 Non -Participating Costs (Including Non -Participating Indirects) $0.00 Estimated to be Billed to Local Agency $0.00 TOTAL ESTIMATED CDOT-INCURRED COSTS $0.00 3 ESTIMATED PAYMENT TO LOCAL AGENCY a. Federal Funds Budgeted (1 a) $559,901.00 b. Less Estimated Federal Share of CDOT-Incurred Costs (2a) $0.00 TOTAL ESTIMATED PAYMENT TO LOCAL AGENCY $559,901.00 4 FOR CDOT ENCUMBRANCE PURPOSES Total Encumbrance Amount $559,901.00 Less ROW Acquisition 3111 and/or ROW Relocation 3109 $15.000.00 Net to be Encumbered $544,901.00 Net to be encumbered as follows. "" Note — Only $113,648.00 will be encumbered at this time; remaining funds will be encumbered in the future by Option Letter orAmendment when authorized WBS Element 19212.10.30Desi n3020$104,243.00 WBS Element 19212.10.10 ROW 3114 $9,405.00 Page 1 OF2 Exhibit C B. Matching bunds The matching ratio for the federal participating funds for this Work is 100 % federal -aid funds (CFDA #20.205) to 0% Local Agency funds, it being understood that such ratio applies only to the $544,901.00 that is eligible for federal participation, it being further understood that all non -participating costs are borne by the Local Agency at 100%. if the total participating cost of performance of the Work exceeds $544,901.00, and additional federal funds are made available for the Work, the Local Agency shall pay 0% of ail such costs eligible for federal participation and 100% of ail non -participating costs; if additional federal funds are not made available, the Local Agency shall pay ail such excess cosis. if the total participating cost of performance of the Work is less than $544,901.00, then the amounts of Local Agency and federai-aid funds will be decreased in accordance with the funding ratio described herein. The performance of the Work shall be at no cost to the State. C. Maximum Amount Payable The maximum amount payable to the Local Agency under this Agreement shall be $544,901.00 (For CDOT accounting purposes, the federal funds of $544,901.00 and the Local Agency matching funds of $0 will be encumbered for a total encumbrance of $544,901.00), ** Note - Only $113,648.00 will be encumbered at this tlnre;remalning funds will be encumbered In the future by Option Letter or Amendment, unless such amount is increased by an appropriate written modification to this Agreement executed before any increased cost Is Incurred. It is understood and agreed by the parties hereto that the total cost of the Work stated hereinbefore is the best estimate available, based on the design data as approved at the time of execution of this Agreement, and that such cost is subject to revisions tin accord with the procedure in the previous sentence) agreeable to the parties prior to bid and award. A. Single Audit Act Amendment All state and local government and non-profit organizations receiving more than $500,000 from all funding sources defined as federal iinanclal assistance for Single Audit Act Amendment purposes shall comply with the audit requirements of DMB Circular A-1 33 (Audits of States, Local Governments and Non -Profit organizations) see also, 49 C.RR. 18,20 through 18.26. The Single Audit Act Amendment requirements applicable to the Local Agency recelving federal funds are as follows: I. Expenditure less than $500,000 The Local Agency expends less than $500,000 in Federal funds tall federal sources, not just Highway funds) In its fiscal year then this requirement does not apply. !I. Expenditure exceeding than $500,000 -Highway Funds Only The Local Agency expends more than $500,000 in Federal funds, but only received federal Highway funds (Catalog of Federal Domestic Assistance, CFDA 20.205) then a program specific audit shall be performed. This audit will examine the "financial' procedures and processes for this program area. Ili, Expendlture exceeding than $500,00ti-Multiple Funding Sources The Local Agency expends more than $500,000 in Federal funds, and the Federal funds are from multiple sources (FTA, HUD, NPS, otc.) then the Single Audit Act applies, which Is an audit on the entire organizatlonlentity. Iv. independent CPA Single Audit shall only be conducted by an independent CPA, not by an auditor on staff. An audit is an allowable direct or indirect cost. Page 1 of 4 31. EXHIBIT D — OPTION LETTER SAMPLE IGA OPTION LETTER (This option has been created by the Office of the State Controller for CLOT use only) NOTE: This option is limited to the specific contract scenarios listed below and may not be used in place of exercising a formal amendment Vendor name: A. SUBJECT: (Choose applicable options listed below AND in section Band delete the rest) 1. Level of service change within current term due to an unexpected Local overmatch on an overbid situation ONLY; 2. Option to add phasing to include Design, Construction, Environmental, Utilities, ROW incidentals or Miscellaneous ONLY (does not apply to Acquisition/Relocation or Railroads); 3. Option to update funding (a new Exhibit C must be attached with the option letter and shall be labeled C-1 (future changes for this option shall be labeled as follows: C-2, C-3, C-4, etc.) B. REQUIRED PROVISIONS. All Option Letters shall contain the appropriate provisions set forth below: (insert the following language for use with Option #1): In accordance with the terms of the original Agreement (insert FY, Agency code & CLIN routing # of Basic Contract) between the State of Colorado, Department of Transportation and (insert the Local Agency's name here), the State hereby exercises the option to record a level of service change due to unexpected overmatch dollars due to an overbid situation. The Agreement is now increased by (indicate additional dollars here) specified in Paragraph/Section/Provision of the original Agreement. insert the following language for use with Option #2).* In accordance with the terms of the original Agreement (insert FY Agency code & CLIN routing# Basic Contract) between the State of Colorado, Department of Transportation and (insert the Local Agency's name here), the State hereby exercises the option to add an overlapping phase in indicate Fiscal Year here) that will include describe which phase will be added and include all that app/y — ©esign, Construction, Environmental, Utilities, ROW incidentals or Miscellaneous). Total funds for this Agreement remain the same (indicate total dollars here) as referenced in Paragraph]Section/ProvisionlExhibit of the original Agreement. Insert the following language for use with Option #3): In accordance with the terms of the original Agreement (Insert FY. Agency code & CLIN routing # of Basic Contract) between the State of Colorado, Department of Transportation and {insert the Local Agency's name here), the State hereby exercises the option to update funding based on changes from state, federal, local match and/or local agency overmatch funds. The Agreement is now select one: increased andlor decreased by insert dollars here) specified in Paragraphl-Sectionl- ProvisionlExhibit of the original Agreement. A new Exhibit C-1 is made part of the original Agreement and replaces Exhibit C. (The following is a NOTE only so please delete when Page I of 2 using this option: future changes for this option for Exhibit C shall be labeled as follows: C-2, 0-3, C-4, etc.) T e following language must be included on ALLoptions): The amount of the current f=iscal Year contract value is (increased/decreased) by ($ amount of chane to a new Agreement value of ($ _� to satisfy services/goods ordered under the Agreement for the current fiscal year (indicate Fiscal Year). The first sentence in ParagraphiSection/Provision is hereby modified accordingly. The total Agreement value to include all previous amendments, option letters, etc. is The effective date of this Option Letter is upon approval of the State Controller or delegate. APPROVALS: State of Colorado: John W. Hickenlooper, Governor By: Date: E=xecutive Director, Colorado Department of Transportation ALL CONTRACTS MUST BE APPROVED BY THE STATE CONTROLLER CRS §24-30-202 requires the State Controller to approve all State Contracts. This Agreement Is not valid until signed and dated below by the State Controller or delegate. Contractor Is not authorized to begin performance until such time, if the Local Agency begins performing prior thereto, the State of Colorado is not obligated to pay the Local Agency for such performance or for any goods and/or services provided hereunder. By= Date: Form Updated: .lune Q, 2008 State Controller David J. McDermott, CPA Page 2 of 2 Exhibit C 32. EXHIBIT B — FOCAL AGENCY CONTRACT ADMINiSTRATiON CHECKLIST Page 1 of 4 Exhibit C LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST The following checklist has been developed to ensure that all required aspects of a project approved for Federal funding have been addressed and a responsible party assigned for each task. After a project has been approved for Federal funding in the Statewide Transportation Improvement Program, the Colorado Department of Transportation (CDOT) Project Manager, Local Agency project manager, and CDOT Resident Engineer prepare the checklist. It becomes a part of the contractual agreement between the Local Agency and CDOT. The CDOT Agreements Unit will not process a Local Agency agreement without this completed checklist. It will be reviewed at the Final Office Review meeting to ensure that all parties remain in agreement as to who is responsible for performing individual tasks. xvi Exhibit C LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST The following checklist has been developed to ensure that all required aspects of a project approved for Federal funding have been addressed and a responsible party assigned for each task, After a project has been approved for Federal funding in the Statewide Transportation Improvement Program, the Colorado Department of Transportation (CDOT) Project Manager, Local Agency project manager, and CDOT Resident Engineer prepare the checklist. It becomes a part of the contractual agreement between the Local Agency and CDOT. The CDOT Agreements Unit will not process a Local Agency agreement without this completed checklist. It will be reviewed at the Final Office Review meeting to ensure that all parties remain in agreement as to who is responsible for performing individual tasks. Exhibit C Exhibit C COLORADO DEPARTMENT UF- IXANSFUKLKIIVN LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST Project No. STIP No. Project Code 1 Region SHE 0821-M_ TBD 18264 13 Project Location JW drive In EI Jabel Project Description construction of auxiliary lanes and safety improvements Local Agency . Sean Yeates - Sean Yeates 1111.7 1 nuL i {v1iN• This checklist shall be utilized to establish the contract administration responsibilities of the individual parties to this agreement. The checklist becomes an attachment to the Local Agency agreement. Section numbers correspond to the applicable chapters of the CBOT Local Agency Manual. The checklist shall be prepared by placing an "X" under the responsible party, opposite each of the tasks. The `X" denotes the party responsible for Initiating and executing the task. Only one responsible party should be selected, When neither CDOT nor. the Local Agency Is responsible for a task, not applicable (NA) shall be noted. In addition, a "#" will denote that CDOT must . concur or approve. Tasks that will be performed by Headquarters staff will be Indicated. The Regions, In accordance with established policies and procedures, will determine who will perform all other tasks that are the responsibi t#y of CDOT. The checklist shall be prepared by the CDOT Resident Engineer or the CDOT Project Manager, in cooperation with the Local Agency Project Manager, and submitted to the Region Program Engineer. If contract administration responsibilities: change, the CDOT Resident >^n lneer, in coo oration tviih the Local A enc Prn'ect Manager, wilt prepare and distribute a revised checklist. COOT Form 1243 69106 Pagel of 4 Previous editions are obsolete and may not be used RESPONSIBLE NO. DESCRIPTION OF TASK PARTY LA CDOT T1P 1 ST1P AND LONG-RANGE PLANS 2.1 Review Pro act to ensure i# Is consist with STIP and amendments therein X FEDERAL FUNDING OBLIGATION AND AUTHORIZAT10N 4.1 Authorize funding by phases (COOT Form 418 - Federal -aid Program Data, Requires FNWA X concurrenceltnvolvsment)- - PROJECT DEVELOPMENT 5.1 Prepare Desi n Data - COOT Form 463 X X 5.2 _ Prepare Local A enc 1CDOT Inter-dovernmen#al A reement see also Chafer 3) 5.3 Conduct Consultant SelectionfExecute Consultant 5 reement _ _ X 5.4 Conduct Deal n Sco in Review meetin X X 5.5 Conduct Public Involvement _.. X 5.6 Conduct Field ins action Review i"lR Conduct Environmental Processes ma re ulre FHWA concurrencetinvolvament X 15.8 Ac ulre RI hf-of-Wa rme{, require FMNA cancurrancefinvolvement) e 5.9 Obtain Llpj! and Railroad Agreements X X 5.10 Conduct Final office Review FQR —; X 5,19 Justify Farce Account Work b the Local A eon 5.12 Jus#I Pro rieta ,Sole Source or LOC81..Agency Furnished Items X 6.13 Document Design Exceptions - COOT Form 464 _ X 6,14 Pre are Plans S cifications and Construction Cost Estimates X X 5.15 Ensure Authorization of Funds for Construction COOT Form 1243 69106 Pagel of 4 Previous editions are obsolete and may not be used NO, I DESCRIPTION OF TASK e. Ees rn. r•EIT['n nl.l f'11 AL7 elm t-nrimol 111wr! l:+ Exhibit C RESPONSIBLE PARTY LA CDOT t-MVJr_41u1rVGLurIrtLE�E r 1 6 y1YEbElEVE..v..,. 5 Underutilized Disadvantaged Business Enterprise (UNEP) Goals for Consultant and Construction Contracts cDoT Re Ion EE01CIvi1 RI fits 5 ecialist X X 6.2 Determine Appiicabillty of Davis•Bacon Act This ❑ Is ® is not exempt from Davis -Bacon requirements as determined by the project functional classification of the project location (Projects located on local roads and rural minor collectors may be exempt.) i Sean Yeatel {11 Date Resident En ineer (Signature on File j ti.3 Set On•the-Job Training Goals. Goal is zero if total construction is less than $1 million (CDO'r X Re Inn EE01CM1 Rl his S clatlst)-- ._ 6.4 Title Vl Assurances- Ensure the correct Federal Wage t3ecision, all required Disadvantaged Business <r_ 19M'Z§1 Enterprlse/On-the-Job Training speclat provisions and FHWA Form 1273 are included In the x 5r Contract CDOT Resident En ineer CDOF Form I249 44106 Pago2 of 4 Previous editions are obsolete and may not be used Exhibit C CDOT Farm 1243 09108 Paga3 of 4 Previous editions aro obsolete and may not be used RESPONSIBLE NO, DESCRIPTION OF TASK PARTY _ LA CDOT Provide competent, experienced staff who will ensure the Contract work is constructed In accordance wish the lana ands ecifications X . Y;; �8.E3 Construction Inspection and documentation, X A rove Sho Drawings X Ell 6.7 Perform Traffic Control Ins actions X 8.8 Perform Construction surveying X 8.9 Monument RI -ht -of -Way X 8.10 Prepare and Appiove Interim and Final Contractor Pay Estimates X 3 Provide the name and phone number of the person authorized for this task. Greq Schroeder 7 E Local A enc Representative Phone number 8.11 Prepare and ApErove Interim and Final Utility and Rallraad Biilin s ______ X 6.12 Prepare Local Agancv Reimbursement Requests X 8.13 Prepare and Authorize Change Orders X 8.14 Approve All Change Orders X 8.16 Monitor Prn ect Financial Status X Prepare and Submit Menthl Prn ress Re arts X Resolve Contractor Claims and Disputes X r17 Conduct Routine and Random Project Reviews Provide the name and phone number of the person responsible for this task. X 9970-683-6276 CDOT Resident En Ineer Phone number MATERIALS 9.1 Conduct Materials Pre -Construction Meeting ___..�__-_ X 9.2 Complete CDOT Form 250- Materials Documentation Record Generate form, which Includes detennining the minimum number of required tests and X applicable material submittals for all materials placed on the project • .update the form as work progresses X X • Complete and distribute form after work Is completed 9.3 Perform Pro ect Acce tante Samples and Tests X 9.4 Perform Laboratory Verification Tests 9.5 Accept Manufactured Products X Inspection of structural components,. X Fabrication of structural steel and pre -stressed concrete structural components Bridge modular expansion devices (0' to 6° or greater) X • Fabrication `of bearingdevt as X 9.6 Approve Sources of Materials X 9.7 Independent Assurance Testing (WO, Local Agency Procedures CDOT Procedures ED • Generate IAT schedule X e Schedule and provide notification x Conduct IAT X 9.8 Approve mix designs ConcreteX E X Hot mix asphalt 9.9Check Final Materials Documentation X 9.10 1 Complete and Distribute Final Materials Documentation CDOT Farm 1243 09108 Paga3 of 4 Previous editions aro obsolete and may not be used Exhibit C cc,. CDOT Resident EngineeriProjeci Manager CDOT Region Program Engineer COOT Region EEO/Civii Rights Specialist CDOT Region` Materials Engineer CDOT Contracts and Market Analysis Branch Local Agency Project Manager CDOT Form 1243 09108 Pagel of 4 previous editions are obsolete and may not he used Exhibit C 33. EXHIBIT F — CERTIFICATION FOR FEDERAL -AID CONTRACTS The Local Agency certifies, by signing this Agreement, to the best of its knowledge and belief, that: No Federal appropriated funds have been paid or will be paid, by or on behalf or the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress In connection with the awarding of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, Agreement, loan, or cooperative agreement. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or of Congress, or an employee of a Member of Congress in connection with this Federal contract, Agreement, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form -LLL, "Disclosure Form to Report Lobbying," in accordance wilh its insiructions. 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, Titie 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agree by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub -recipients shall certify and disclose accordingly. Required by 23 CFR 635.112 Page 1 of 1 Exhibit C 34. EXHIBIT G — DISADVANTAGED BUSINESS ENTERPRISE SECTION 1. PoIIC . It is the policy of the Colorado Department of Transportation (CDOT) that disadvanlaged business enterprises shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with Federal funds under this agreement, pursuant to 49 CFR Part 23. Consequently, the 49 CFR Part IE DBE requirements the Colorado Department of Transportation DBE Program (or a Local Agency DBE Program approved in advance by the State) apply to this agreement. SECTION 2. DBE Obligation. The recipient or its the Local Agency agrees to ensure that disadvantaged business enterprises as determined by the Office of Certification at the Colorado Department of Regulatory Agencies have the maximum opportunity to participate In the performance of contracts and subcontracts financed in whole or in part with Federal funds provided under this agreement. In this regard, all participants or contractors shall take all necessaryand reasonable steps in accordance with the CDOT DBE program (or a Local Agency DBE Program approved in advance by the State) to ensure that disadvantaged business enterprises have the maximum opportunity to compete for and perform contracts. Recipients and their contractors shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of CDOT assisted contracts. SECTION 3 DBE Program. The Local Agency (sub -recipient) shall be responsible for obtaining the Disadvantaged Business Enterprise Program of the Colorado Department of Transportation, 1988, as amended, and shall comply with the applicable provisions of the program. (If applicable). A copy of the DBE Program is available from and will be mailed to the Local Agency upon request: Business Programs Office Colorado Department of Transportation 4201 Fast Arkansas Avenue, Room 287 Denver, Colorado 80222-3409 Phone: (303) 757-9234 revised 1122198 Page 1 of 9 Required by 49 CFR Part 23.41 Exhibit C 35, EXHIBIT H — LOCAL AGENCY PROCEDURES FOR CONSULTANT SERVICES Pelete this Exhibit if the State 1s doing the work) THE LOCAL AGENCY SHALL USE THESE PROCEDURES TO IMPLEMENT FEDERAL -AID PROJECT AGREEMENTS WITH PROFESSIONAL CONSULTANT SERVICES Title 23 Code of Federal Regulations (GFR) 172 applies to a federally funded local agency project agreement administered by CDOT that involves professional consultant services_ 23 CFR 172.1 states "The policies and procedures involve federally funded contracts for engineering and design related services for projects subject to the provisions of 23 U.S.C. 112(a) and are issued to ensure that a qualified consultant is obtained through an equitable selection process, that prescribed work is properly accomplished in a timely manner, and a1 fair and reasonable cost" and according to 23 CFR 172.5 "Price shall not be used as a factor in the analysis and selection phase.' Therefore, local agencies must comply with these CFR requirements when obtaining professional consultant services under a federally funded consultant contract administered by CDOT. CDOT has formulated its procedures in Procedural Directive (P.D.) 400.1 and the related operations guidebook titled "Obtaining Professional Consultant Services", This directive and guidebook incorporate requirements from both Federal and State regulations, i.e., 23 CFR 172 and CRS §24-30-1401 et seq. Copies of the directive and the guidebook may be obtained upon request from CDOT's Agreements and Consultant Management Unit, [Local agencies should have their own written procedures on file for each method of procurement that addresses the items in 23 CFR 172]. Because the procedures and laws described in the Procedural Directive and the guidebook are quite lengthy, the subsequent steps serve as a short -hand guide to CDOT procedures that a local agency must follow In obtaining professional consultant services. This guidance follows the format of 23 CFR 172. The steps are: 1. The contracting local agency shall document the need for obtaining professional services, 2. Prior to solicitation for consultant services, the contracting local agency shall develop a detailed scope of work and a list of evaluation factors and their relative importance. The evaluation factors are those identified in C.R.S. 24-30-1403. Also, a detailed cost estimate should be prepared for use during negotiations, 3. The contracting agency must advertise for contracts in conformity with the requirements of C.R.S. 24-30-1405. The public notice period, when such notice is required, Is a minimum of 15 days prior to the selection of the three most qualified firms and the advertising should be done in one or more daily newspapers of general circulation. 4. The request for consultant services should Include the scope of work, the evaluation factors and their relative importance, the method of payment, and the goal of 10% for Disadvantaged Business Enterprise (DBE) participation as a minimum for the project. 5. The analysis and selection of the consultants shall be done in accordance with CRS §24-30- 1403. This section of the regulation Identifies the criteria to be used in the evaluation of COOT pre -qualified prime consultants and their team. It also shows which criteria are used to short- list and to make a final selection. The short-list 1s based on the following evaluation factors: a. Qualifications, b. Approach to the Work, c. Ability to furnish professional services. d. Anticipated design concepts, and Page 1 of 2 Exhibit C e. Alternative methods of approach for furnishing the professional services. Evaluation factors for final selection are the consultant's: a. Abilities of their personnel, b. Past performance, c. Willingness to meet the time and budget requirement, d. Location, e. Current and projected work load, f. Volume of previously awarded contracts, and g- involvement of minority consultants. B. Once a consultant is selected, the local agency enters into negotiations with the consultant to obtain a fair and reasonable price for the anticipated work. Pre -negotiation audits are prepared for contracts expected to be greater than $50,000. Federal reimbursements for costs are limited to those costs allowable under the cost principles of 48 CFR 31. Fixed fees (profit) are determined with consideration given to size, complexity, duration, and degree of risk involved in the work. Profit its in the range of six to 15 percent of the total direct and indirect costs. 7. A qualified local agency employee shall be responsible and in charge of the Work to ensure that the work being pursued is complete, accurate, and consistent with the terms, conditions, and specifications of the contract. At the end of Work, the local agency prepares a performance evaluation (a CDOT farm is available) on the consultant. 8. Each of the steps listed above is to be documented in accordance with the provisions of 49 CFR 18.42, which provide for records to be kept at least three years fron the date that the local agency submits its final expenditure report. Records of projects under litigation shall be kept at least three years after the case has been settled. CRS §§2430-1401 through 2430-1408, 23 CFR Part 172, and P.D. 400.1, provide additional details for complying witl7 the preceeding eight (8) steps. page 2 of 2 Exhibit C REQUIRED CONTRACT PROVISIONS FEDERAL -AID CONSTRUCTION CONTRACTS I. General it. Nondiscrimination 1€1. Nonsegregated Facilitles IV. Davis -Bacon and Related Act Provisions v. Contract Work Hours and Safety Standards Act Provisions Vl. Subletting or Asslgning the Contract VII, Safety -Accident Prevention vile, False Statements Concerning Highway Projects JX, Implementation of Clean Air Act and Federal Water Pellullon Control Act X. Compliance wdth GuvemmentvAdo Suspension and Debarment Requirements Xie Certillcailon Regarding Use of Contract Funds for Lobbying ATTACHMENTS A. Employment and Materials Preference forAppalachten Revelopmsnt Highway System or Appalachian Local Access Road Contracts (Included In Appalachian contracts only) L GENERAL. 1. Form FHWA•1273 must be physically incorporated In each construction contract funded under Title 23 (excluding emergency contracts solely Intended for debris removal). The contractor (or subcontractor) must insert this form to each subcontract and further require its Inclusion in all tourer tier subcontracts (excluding purchase orders, rental agreements arid 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 prima contractor shalt be responsible for compliance by any Subcontractor, tower -tier subcontractor or service provider. Farre FMA -1273 must be included In all Faderal4cl deslgn- build contracts, in all subcontracts and In lower tier subcontracts (excluding subcontracts for de signservlces, purchase orders, rental agreements and other.agreernents for supplies or services). The design•buitder shall be responsible for compliance by any subcontractor, lower -tier subcontractor or service provider, Contracting agencies may referencia 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 lov.Vr4fer subcontracts (exetudlrig purchase orders, rental agreements and other agreements for supplies or services related to a constructon contract). 2. Subject to the applicability criteria noted in the folluM tg sections, these contrard pmvisiona shall apply to all woik perfcrr4ied an the contract by the contractor's ovm organization and with the assistanoe of veortiers under the contractor's immediate superintendence and to all work performed on the contract by piecework, station vmrk, or by subcontract. Exhibit C FHWA-1273 -- Revised May 1, 2012 3, A breach of any of the stipulations rcnlalned In these Required Contract Provisions may be sufficient grounds for vA€hholdfng of progress payments, withholding of final payment, termination of the contract, suspension! debarment or any other acilan determined to be appropriate by the contracting agency and FMA. 4. Selection of Labor-, During the performance of ibis contract, the: contractor shall not use convict labor for any purpose vAthin the limits of a construction project on a Federal -aid highway unless it is labor performed by convicts vAw are on parole, supervised release, or probation. The term Federal -aid hlghtvay does not include roadways functionally elass!'Fed as local roads or rural minor collectors. ft. NONDISCRIMINATION The provisions o1 this section related to 23 CFR Part 23{1 are applicable to all Federal -aid construction contracts end to all related constrmmctiensubcrrntracts•or510.000ormore, The provistens of 23 CFR Part 230 are not applicable to material supply, wilinecdng, or architectural service contracts. In addition, the contractor and all subcontractors must comply vAlh the follovAng policies: Executive Order 11246, 41 CFR 60, 29 CFR 1625-1627, Title 23 USC Section 140, the Rehab€Illation Act of 1973, as amended (29 USC 794), TWO VI of the Civil Rights Act of 1904, as amended, and related regulations Including 49 CFR Parts 21, 26 and 27; and 23 CFR Parts 2CO3 230, and CW. The contractor and all subconirariors must comply with: the requirements of the Equal Opportunity Clause In 41 CFR 60- 1.4(b) and, for all construction contracts exceeding 510,000, 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 detarailne compliance with Executive Order 112413 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 Rehabilitatlon Act of 1973, as amended (29 USC 794), and Title V1 of the Civil Rights Act of 11364, as amended, and related regulatlons including 49 CFR Parts 21, 26 and 27; and 23 GFR Parts 200, 230, and 633. 1 he follovdng provision Is adopted from 23 CFR 230, Appendix A, with appropriate revisions to conform to the U.S. Department of Labor (US OOL) and FHWA requirements, 1. Equal Employment Opportunity,. Equal employment opportunity (EEO) requtrarnenls not to discriminator and to take affirmative action to assure equal opportunity as set forth under laws, executive orders, rules, regulations (2& GFR 35, 29 CFR 1630,29 CFR 1625-1027,41 CFR 60 and 49 CFR 27) and orders of the Secretary of Labor as roodliled by the provisions prescebed herein, and imposed pursuant to 2:1 U.SeC. 140 shall constitute the EEO and specific affirmative action standards for the conirectoes project aclivitles under this contract. The provisions of the Americans W:th DIsabililles 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 of this contract, The contractor agrees to comply vAlh the following minimum specific requirement adIvtties of EEO: D. The contractor Wit work with the contracting agency and the F=ederal Government to ensure that It has made every good faith respect to all oeffort f Its terms ond conditions of emp'oyment anrand In their of activities under the contract. b. The contractor Wit accept as Its opera [Ing policy the following statement: "It is the policy of this Company to assure that appTlcants are employed, and that employees are treated during employment, Mhout regard to their race, religion, sex, color, national origin, age or disability. Such action shall Inciude: employment. upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rales of pay or other forms of compensation: and seiecticn for training. Including apprenticeship, pre-npprenticaship, andfor on-lhe- job lraining:" 2, EEO OHlcer: The contractor edit designate and make known to the ontracting Officers an EEO Officer viho will have the responsibility for and must be capable Of effectively administering and promoting an active EEO program and who mual be assigned adequate authority and responsibility Io do so. 3, oleseminatlort of Policy: All members of the contractor's staff who are authorized to hire, supervise, promote, and discharge employees, or who recommend such acilon, or who are substantially involved in such action, will be made fully cognizant at, and will Implement, the contracler's EEO policy and contractual responsibilities to provide EEO in each grade and classification of employment. To ensure that the above agreement vAtl be mat, t€ie follovdng actions wilt be taken as a minimum: a. periodic meeungs of supervisory and personnel office employees alit be conducted before the slad of work and then not less often than once every sx months, at Which limo the contractors EEO policy and its Implementation will be revie%Lmd and oxplained. The mestngs will be conducted by the EEO Officer. D. All new supervisory or personnel office employees will be given a thorough Intiocldnatlen by Ilia EEO Officer, covering at) major aspects of the contractor's EEO obligations vdlhin Ihlrty days toll owing their reporting for duty with the contractor. c. Ali personnel who are engaged In direct recruitment for the project unit be instrrrtled by the EEO Officer in the contractor's procedures for locating and hiring minorities and women. d. Notices and posters setting forth the contractor's EEO policy will be placed in areas readily accessible to employees, appllcants,for employment and potential employees. e." The contractor's EEO policy and the procedures to implement such policy % ill be brought to The attention at employees by means of meetings, erriptoyee handbooks, or other appropriate means. Exhibit C 4. Recruitment: When advertlsing for employees, the contractor will include in ail advertisements for employees the nclauDn; "An Equal Opportunity EmpToyar" Anauch advertisements will be placed In publications having a large circulation among mineriiies and women in the area from which the project wodc force would normally be derived. a. The contractor will, unless precluded by a valid bargaining agreement, conduct syatOmatic and d'rect recruitment through public and private employee referral sources tkety to yield qualified minorities and vromen. To meet this requ€rement, the contractor volt identify sources of pofantial minority group employees, and establish with such identified sources procedures whereby minority and vromen applicants may be referred to the contractor for employment consideration, b. In the event the contractor has a valid bargaining agreement providing for exclusive hddng hall referrals, the contractor is expected to observe the provisions of that agreement to the extent that the system meets the contractor's compliance with EEO contract provisions, Where Implementation of such an agreement has the effect of discriminating against mtnodlies or women, or obllgates the contractor to do the same, such implomentailOn violates Federal nondiscrimination provisions. c. The contractor %111 encourage Its present employees to rater minorities and women as applicants for empioymenl. Information and procedures with regard to referring such applicants will be discussed firth Omplcyees. b. Personnel Actions: Wages, working condltlens, and employee benefits shall he established and administered, and personnel actions of every type, including hiring, upgrading, promotion, transfer, demotion, layoff, and termination, shall be taken without regard to race, color, retigion, sex, national origin, age or disability: The following procedures shall be followed: a. The contractor wait conduct periodic inspections of project sites to Insure that miking conditions and employee facilities do not indicate discriminatorytreatment Of projOct site personnel. b. The contractorvAll periodically evaluate the spread of wages paid within each damilicatton to delermine arty evidence of discriminatory wage practices. c. The contractor Wit pedudicaltyreview selected Personnel actions in depth to determine whether there is evidence of discrim€nallon. Where evidence is found, the conlracier villi promhe discrimination nation may extend beyondly take corrective action, If tr the tions reviewed, such ncl!calos that e corrective action shall Include all affected persons, d. The contractor unit promptly Investigate ati complaints Of alleged discrimination made to the contractor In connection vdlh Its obligations under this contract, will attempt to resolve such complaints, and Wil take appropriate corrective action withln a reasonable time. 1f,tho Investigation indicates that the discrimination may affect persons other than the complainant, such correctivo action shall include such other persons. Upon completion of each Investigation, the contractor volt Inform every complainant or all of thelr avenues of appeal. 6, Trafning and Promotion: a, the contractor viral ass€st In locating, qualifying, and Increasing the skills of minorities and twmen who are applicants for employment or current employees. Such efforts shauid be aimed at developing full jcumay level status employees In the type of trade Or job classliicatiorr involved. b. Consistent vrith the contractor's vrork force requirements and as permissible under Federal end State regulations, the contractor shall make full use of training programs, Le., apprenticeship, and on-tf a ]ob training programs far the geographical area of contract 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 poslLons for persons who recelve vvifore assistance In accordance With 23 U.S.C. 140(a), c. i he contractor %rill advise emp;oyees and applicants for employment of available training programs and entrance requirements for cacti. d. The contractor will periodfoally review the training and promotion potential of employees who are minodlies and women and Wit encourage eligibie employees to apply for such training and promotion. 7. Unions: If the contractor relies in whale or in part upon unions as a source of employees, the contractor Witt use good faith efforts to obtain the cooperation of such unions to Increase opporiunfties for minorilles and women. Actions by the contractor, either directly or through a contractor's association acting as agent, %ill Include the procedures set faith below a. The contractor will use good faith efforts to develop, in cooperation with the unions. joint training programs aimed toward quelifying more minorldes 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 Wit use good filth efforts to incorporate an EEO clause into each union agreement to tine and that such union v&ll be contractually bound to rater applicants without regard to their race, color, religion, sex, national origin age or disability. c, The contractor Is to obtain information as to the raferrat practices and poticias of the labor union except that to the extent such information is vrithin the exclusive possession of the labor union and such labor union refuses to furnish such information to the contractor, the contractor shalt so cariffy to the contra ling agency and shall set forth what efforts have been made to obtain such inform allan. d. In the event the union is unable to provide lho conlractor vrilh a reasonable flow of referrals vrilhin the time llmft sal forth in the collective bargalring agreement, the contractor will, through Independent recruitment efforts. fill the employment vacancies %vilhout regard to race, color, religion, sex, national Origin, age or disability; making fust efforts to obtain qualified andlor quetinable mtnotitles and women. The (allure of a union to provide sufficient referrals (even though it Is obligated to provide exclusive referrals under the terms of a c011ecltve bargaining agreement) does not relieve the contractor from the requirements or 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. B. Reasonable Accommodation for Applicants f Emptoyooswith Disabilities. The contractor must be familiar Exhibit C with the requirements for and comply with the Americans vhth Disabilities Act and all rules and regulations established there under. Employers must provide reasonable accommodation in all employment aciivfties unless to do so weu€d cause an undue hardthip. 9. Selection of Subcontractors, Procurement of Materials and Leasing of Equipment. The contractor shall rat discdminato on the grounds of race, color, religion, sex, national atigin, age or disatil Illy In the selection and retention of subcontractors, Including procurement of materials and leases of equipment. The contractor shall take all necessary and roasonaVe steps to ensure nondiscrimination In the administration of this contract. a_ The conlrocier shall 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 by 49 CFR 29.13(b): a. The requirements of 40 GFR Part 26 and the State DOT's U.5. DOT -approved DBE program are Incorporated by reference. b. The contractor or subcontractor shall not discriminate an tho basis of race, calor, national Origin, or sox In the performance at this contract. The contractor shalt Can Out applicable requirements of 49 CFR Part 26 In the avrard and administration of DCFr.assisied contracts. Failure by the contractor to carry out these requirements Is a material breach of this contract, vrhlch may result in the termination of this contract or such other remedy as din contracting agency deems appropriate. 11. Records and Rep arts: The contractor shall keep such records as necessary to document compilance with the EEO rertuitaments. Such records shall be retained for a period of three years foilowfog the date of the final payment to the contractor for ail contract vrork and shall be available at reasonable times and places for inspectlom try authorized represenialives of lha contracting agency and the FiiWA. a, The records kept by the contractor shall document the fovovdng. (1) The number and t:ntk hours of minority and non - minority group members and women employed In each ieo k classification on the p€oject. (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 totaling. hiring, training, quatlfying, and upgrading minorities and vmmen, b. The contractors and subcontractors vAll submit an annual report to the contracting agency each ,#uly for the duration of the project, Indicating the number of minority, warnen, and non-minerity group employees currently engaged In each work classification required by the contract work. This information is to be reported on Farm F A-1 391. The staffing data should represent the project vmR force on board In all or any part of the last payroll period proceding the end of July, if ondhe-job training is being required by special provislon, the conlratior X01 be required to collect and report training data. The employment data should reflect the work farce an board during all or any part of the last payroll perlod preceding the end of July. Ill. NONSEGREGATED FACILMES This provision is applicable to all Fedefal•atd construction contracts and to ati related construction subcontracts of $10,000 or mare. The Contractor must ensure that facliilies provided for employees are provided in such a manner that sagregalton on Iha basis of race, color, retlglon, sex, or national origin cannot result. The contractor may neither require such segregated use by %Vdtlen 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 tacliRtes are segregated. The term "facilities' includes vralling rooms, work areas, restaurants and other eating areas, time clocks, res€rooms,vrashrcoms, locker rooms, and other storage or drossing areas, parking lots, drinking fountains, recreation or entertainment areas, Iransparlation, and housing provided for employees. The contractor shall provide separate or singfa-user rostrooms and necessary dressing or sleeping areas €a assure privacy between sexes. Iv. OAVIS-13ACON ANi] RELATED ACT PROVISIONS This section is applicable to all Federal -aid construction projects exceeding $2.400 and to alt related subcontracts and lower -Iter subcontracts (regardless of subcontract size). Ilia requirements apply to all projects located %Athln the right•of- %ray of a roadway That is funcllonalty classed as Federat-afd highway. This excludes roadways functionally classifled as local reads or rural minor collectors, which aro exempt. Contracting agendas may elect to apply these requirements to other p ro;ects. The following pravls=ons are from the U.S. Depadrrhent of Labor regulations in 20 CFR 5.6 'Contract provisions and related mailers" with minor revisions to conform to the FHWA- 1273 formal and I-hWA program requfremenls. 1. Minimum wages a. Ail laborers and mechanics employed or working upon the site of the work, vAl be paid unconditionally and not less often than once a %,eek, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regula€ions issued by the Secretary of Labor under the Copeland Act (29 CFR part 3)), the full amount of vmges and bona fide fringe benefits (orcash equivalents thereof) due at lime 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 balween the contractor and such laborers and machanlcs. Caniributions made or costs reasonably anticipated for bona fide fringe benefits under aeclion 1(b)(2) of the Davis -Bacon Act on brehaff of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to tike provlslons Exhibit C of paragraph U. of tins sec€icn; also, regular cooldbutions made or costs incurred for more than a Weekly period (but mol Less often than quarterly) under pians, funds, or programs Which cover the parlicularweekiy peried, are doemed to be constructively made or kirurred dui€ng such vmkly period. Such laborers and mechanics shall be pald the appropriate wage rata and fringe benefits on the wage determination for the clam icaticn of wark actually performed, without regard to skill, except as provided In 28 CFR 5.5(a)(4), Laborers or mechanics performing work In more than one classification rriay be compensated at the rate specified for each classiflcallon for the Brno actuatly worked therein; Provided, Thal Ilia employer s payroll records accurately set forth the lime spent in each classification in which work Is performed. Tile %rage delcrminalicn (including any addiilonal classification and wage rales conformed under paragraph i.b. of this section) and Lha tiavls-Bacon poster WH -4321) shalt be posted at all limes by the contractor and Its subcorilraclors at the site of it* work in a prominent and accessible place where It can be easily seen by the workers, b.(i) The contracting officer shall require that any class of laborers or mechanics, Including helpers, which is not listed in the vrage determination and which Is to be employed under the contract shall bo classified In conformance vAlh the wage delermlinatlon. The contracting officer shall approve On addhlonal'dasslficadan and wage rate and fringe benefits lherefcre only when the following critat€a have been mmeh to The work to be performed by the classification requested Is not performed by a dasslfleat€on in the wage detarmlvafiort; and (II) The class iticatlen Is utftLd In the area by the construction Industry; and (Iii) The pfaposad wage rate, Including any bona tide fringe benefits, bear$ a reasonable relationship to the wage rates contained in the wage determination. (2) It the contractor and the laborers and mechanics to be employed in lire Classification (if known), or their representatives, and hie contracting cfiicer agree on the classliicatt -i and wage rate (including the amount destgnaied for fringe benefits vhle(e appropriate), a report of the action taken shah be sent by the conhacting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, U,S. Department of Labor, Washington, DG 20210, The Adrninlstralor, or an authorized representative, wv jl approve, modify, or disapprove every additional clasalficatlon ac3on Wthin 30 days of receipt and so advise the contracting otflcar oriril notify the conlracting officer within the 20 -day period that additional time is necessary. (3) in the event tfie contractor, the laborers or mechanics to be employed in the classification or their representaliivas, and the contraclfng officer do not agree on the proposed classification and wage rate (lnduding the amount designated for fringe benefits,'.ybore appropriate), the conbacting officer shan refer the questions, Including the views of all interested parties and the recommendation of the contracting officer, to the Waga aril Hour Administrator for determinalfcn. The Wage and Hour Administrator, or an authorized representative, will Issue a determination rvftiiin 30 days of receipt and so advise the contracting officer or W1 notify the contracting officer milhin the Mday period that additional time Is necessary. (1) The wage rate {including fringe benefits tvdhare appropriate) determined pursuant to paragraphs 1,b.(2) or 1.b.(3) of this sec€Eon, shah be paid to aH workers performing work in Hie classification under this contract from the first day on which mrk Is performed In the clessilicallon. c. Whenever the minimum wage rate prescribed In the contract for a class of iaborars or mechanics includes a fringe benefit which is not expressed as an hourly rate, tie contractor shall either pay the benefit as stated in Ilia wage determination or $heli pay another bona fide fringe benefit Or an houdy cash equivalent thereof. d. If the contractor does not make payments to a trustee or ether 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 tide fringe benefits under a plan or program, Provided, That the Secretary of Labor has found, upon the «riiten roquam of Elia contractor, that the applicable standards of the Dav€a-Bacon Act have been met. The Secretary of labor may require Ute 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 myo action or upon %vrhtcn request of an authorized representative of the Department of Labor, will�hold or cause to be withheld from the contractor under this canlraet, or any other Federal contract %,Alh the same prime contractor, or any other federally- asststsd contract subject to Davis -Bacon prevailing wage requirements, vArlch Is held by the some prime contractor, so much of the accived payments or advances as may be considered necessary to Puy labore€s 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 of failure to pay any laborer or mechanic, including any apprentice, trainee, of helper, employed or working on Ute site of the vrork, all or part of the wages required by the conitact, the contracting agency may, alter wrillan notice to lire gontractor, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such vtolallons have ceased, 3. Payrolls and basic records a, Payrolis and basic records relating thereto shalt be maintained by the contractor during the course of tare work and preserved for a period of three years thereafter for all laborers and mechanics workfng at the site of the warts. Such records shall contain the name, address, and social SOCUIty number Of each such worker, his or her correct classincalton, hourly rates Of wages paid (Including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types descnisad In section I(b)(2)(t3) of the Davis -Bacon Act), dally and vmekty number of hours worked. deductions made and actual vm9es paid. Whenever the Secretary of Labor has found under 29 CFR 6.5{a)(f)(iv} that the wages of any laborer or mechanic fnciude the amount of any costs reasonably anticipated in providing benefits under a plait of program described In section I(b)(2)(B) of the Davis - Exhibit C Bacon Act, the contractor shalt maintain records which show that the commlfm nt to provide such benefits is enforceable, that the plan or program is flnanciaily responsible, and that the plan or program has been communicated in willing to lite laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred In providing such. benefits: Contractors employing apprentices or trainees under approved programs shall maintain written evidence of the registration of appranUceshlp programs and certification of trainee programs, the registration of the apprentices and trainees, and the rattan and wage rates prescribed in the applicable programs. b.(1) The contractor shall submit %tekty for each week in which any contract work is performed a copy of alt payrolls to the contracUng agoncy. The payrolls submitted shall set oul accurately and compteteiy all of the information required to be maintained under 29 CFR 5.5(a)(3)(1), except that full social securtty numbers and home: addressee shalt not be Included on weekly Iransmittals. Instead the payrolls shall only need to Include an lndhrdualiy Identifying number for each omployee e.g. , the fast four dfgtls 0 the employee's social security number). The requlfed weekly payroll Information may be submitted to any form desired. Optional Form WIT -317 is available for this purpose from the Wage and hour Division Web site at hitp;/h vAv,dol.govlea,*AWlrormsA•At317instr.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 eacti covered vmrker, and shall provide them upon reauest to the contracting agency tot tfansmisslon to the State DQT, the FHWA or the Wage and Hour Division of the Department of Labor for purposes of an Investigation or audit of compliance with provatiing wage requirements. It 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 submitted shall be accompanied by a 'Statement of Compliance," signed by the contractor or subcontractor or his Or tier agent vAmo pays or supenAses the payment of the persons employed under the contract and shall certify the foitawAng: (i) That tare payroll for the payroll period contains the information required to be provided under §5,5 (a)(3)() of Regulations, 29 CFR part 5, the appropriate information Is being maintained under §5.5 (a)(3)(i} of Rogutatlons, 29 CFR part 5, and that such Information Is correct and carnptele; (Il) 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 indirectly, 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; ttlo That each laborer or mechanic has been paid not less than ilia appfcablawage rates and fringe benefits or cash equivatents for the classification of veOfk performed, as specified In the applicable wage dete€minatlon incorporated Into the contract. (3) The xeekty submission of a properly executed certification set forth on the reverse side of OpVonal 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 of title 18 and section 231 of title 31 of the United Stales Code. c, Tho contractor or subcontractor shall make the records required under paragraph 3,a. of this section avallabte for Inspection, copying, or transcription byautho€lzed representatives of the contractIng agency, the State DOT, the FHWA, or the Department of tabor, end shall permit such representatives to interview employees during working hours on the job. If the contractor or subcontractor falls to submlt the required records or to make them available, the FHWA may, after written notice to the contractor, the carmtracting agency or the State DOT, take such action as may be necessary to cause the suspenslon of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request at 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 Ute USROL). Apprentices will be permitted to weds at less than the predelermined rate for the work they performed when they arcs employed pursuant to and individually registered in a bona fide apprenticeship program reglslered Vdth the U,S. Department of Labor, Employment and Training AdmINstralicn, Office of ApprenticeshipTraining, Employer and Labor Services, orvrilh a State Apprenticeship Agency recognized by the Office, or if a person Is employed to his or her first 8o 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 OHica of Apprenticeship Trafntng, Employer and Labor Services of a State Appmnticeship Agency (where appropriate) to be exigible for probationary employment as an apprentice. 'The allowable ratio of apprentices to journeymen on the job site In any craft tlaselticatlon shall not be greater than the rano permitted to the contractor as to the entire work force under the registered program, Any vrorkar Usled on a payroll at an apprentice vrdge rate, who Is not registered or othervrise employed as stated above, shalt be paid not less than the applicable wage rate on the wage determination for the c€assifical€on of work actually performed, in addition, any apprentice porforming 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 iuoik actually performed. Where a contractor Is performing construction on a project In a focality other than that in which Its program is registered, the 781103 and vrage rates (expressed in percentages of the joumeyman's hourly rate) specified in the contractor's of subcontrartofs registered program shall be observed. Every apprentice must be paid at not less than Die rate specified In the registered program for the apprentico's level of progress, expressed as a percentage of the journeymen hourly Exhibit C rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits In accordance vilh the provisions of W.0 apprenticeship program. If the apprenticeship program does not specify fringe beneiita, apprenllces must be paid the full amount of fringe benefits listed on the vmge determination for the apptfi;able classification, if the Administrator determines that a different practice prevalls for the applicable apprentice classification, fringes shall be paid {n accordance vAlh that determination. In the event Ilia Office of Apprenticeship Training, Employer and Labor Services, or a Stale ApprenVeeshlp Agency recognized by the Office, Wlhdravis approval of an apprenticeship program, the contractorWIl no longer bo permitted to utilLe apprentices at less than the applicable predetermined rate forlhawork performed unit an acceptable program Is approved. b, Trainees (programs of the USDOL). Except as provided to 29 CFR 5, 16, trainees will not be permitted to work at less than the predetermined rate for the viodt performed unless they are employed pursuant to and individually registered In a program which has received prior approval, evidenced by formal certificallon by the U.S. Depintnienl of Labor, Employment and Training Administratlon. 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 lime rate sped{ied In the approved program for the tminee's levet of progress, expressed as a percentage of the joumeyrnan hourly rate spedfied In i-ia applicable vrage daterminatlon. Trainees shall he paid fringe benefits In accordance with the provfslons of the trainee program. If the trainee program does not mention fringe benefits, trainees shall be paid the full amount of fringe benefits fisted on the wage determination unless the Administrator of the Wage and Hour Division determines that there Is an anprenitceahip program associated %Yilh Die corresponding journeymen wage rate on the wage determination which provides for less than full fringe benefits for apprentices. Any employee listed an the payroll at a trainee rate who is riot registered and participating In a training plan approved by the Employment and Training AdmIntstration shall be paid net less than the applicable wage rale an the wage detemtlnatlon for the dessifleallon of work actually performed. In addition, any trainee performing work on the job site in excess of the ratio permitted Under the registered program shag be paid not less than the applicable wage rate on the wage determination for the work actually performed. In the event the E=mployment and Training Administration vithdravis approval of a Iraining program, the contractor vall no longer be permitted to uIlllze trainees at less than Ilia 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 cenformitylvlth the equal employment cppodunily requlremenis of Executive Order 11246, as amended, and 29 CFR part gg, 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 IV, The straight time hourly wage rates for apprentices and trainees under such programs wit! be eslabllshed by the padicular programs. The ratio of apprentces and trainees to Journeyman shall not be greater than permitted by the terms of the particular program. S. Compliance with Copeland Act requirements. 'The contractor shall comply vAth the requirements of 29 CFR part 3, which are incorporated by reference In this contract. 6. subcontracts. The contractor or subcontractor shall insert Form FNMA -32731n any subcontracts and also require the subcontractors to include Form FI IWA-1273 in any lower liar subcontracts. The prlme contractor shall be responsible for the compliance by any subcontractor or tower Her subcontractor with all the contract clauses in 29 CFR 5.5. 7. Contract termination; debarment. A broach of the contract clauses In 29 CFR 6,5 may be grounds for termination of the contract, and for debarment as a contractor and a subconlraotor as provided to 29 CFR 6.12. 8. Compliance with Davis-sacon and Related Act raqulrements. 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 of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract Such disputes shall be resolved In accordance wiih the procedures of the Department of tabor sat forth In 29 CFR parts 5, 6, and 7. Nsputes within the meaning of this clause Include disputes between the contractor (or any of its.subcontractors) and the contracting agency, the U,5. Department of Labor, or the employees or their representatives. 1(). Cartiffcat€on of etiglbltlty. 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 (a a person or firm Ineligible to be awarded Govemmonl contracts by virtue of section 3(a) of the Davis•BaconAct or 29 CFR 6.12(a)(1). b. No part of this contract shall be subcontracted to any person or firm ineligible for award or a Government contract by virtue of section 3(a) of the Davfs-Bacon Act or 29 CFR c. The penalty for making false statements Is prescribed In tl;e U,S. Criminal Code, 18 US.C. 1001. Exhibit C V. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT The following clauses apply to any Federal -aid construction contract in an amount In excess of $100,000 and subject to the oveflime provisions of the Contract Work Hours and Safety Standards AcL Tlrasa clauses shalt be Inserted In addition to the clauses required by 29 CFR 6.6(s) or 29 CFR 4.6. As used In this paragraph, €he terms laborers and machaniw Include watchman and guards. 4. Overtime requirements. No contractor or subcontractor coniracting 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 nr mechanic receives compensation at a rate not leas than one and one-half limos the basic rate of pay for aft hours vrorked in excess of forty hours in such vorkwaek. 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 in the United States (in the case of work done under contract for the district of Columbia or a territory, to such District at to such territory), for liquidated damages. Such liquidated damages shall be computed vdth respect to each Individual laborer or mechanic, Including watchmen and guards, employed in violation of the clause set forth in paragraph (i.) of this section, in the sum cf $i0 for each calendar day on which such Mlvldual was required at permitted to work in excess of the standard workweek of fcrty hours wilhout payment of the overtime vragas required by the clause set forth in paragraph (1.) of this secUnn. 3. Withholding for unpaid wages and liquidated damages. The FH1NA or the contacting agency shall upon Its own action or upon written request of an oulhodzed representative of the Department of tabor vMhhatd or cause to be withheld, from any moneys payable on account of work performed by the contractor or subcontractor under any such coalraot or any other Federal contract with the some prime contractor, or any other federattyassisted contract subject to the Contract Work Hours and Safety Standards Act, which Is hold by the some prima contractor, such sums as may be determined to be necessary to satisfy any liabilities of such contractor or subconlractor 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 shalt insert In any subcontracts the clauses set forth in paragraph (1.) through (4.) of this section and also a clause requleng the subcontractors to include these clauses In any lower iter subcontracts, The prime caalractor shall be responsible for comptlance by any subcontractor or lower tier subcontractor %lith the clauses set forth in paragraphs (1.) through (4,) of this sectlon. Vi, SUBLETTING OR ASSIGNING 1HE CONTRACT This provision is applicable to all Federal -aid construction contracts on the National Hlglwmy System. 1. 1"he contractor shall perform wih Its am organization contract work amounting to not less than 30 percent (or a greater percenlaga if specified eisevAiere In the contract) of the total original contract price, excluding any spedalty items designated by the contracting agency, Specialty items may be performed by subcontract and this amount of any such specialty items performed may be deducted from the total erigina[ contract price before compikng the amount of vrerk required to be performed by the contraclar's oym organization (23 CFR 635.116). a, The term °perform 1vorlt with its own organizatlan" refers to workers employed or [eased by the prime contractor, and equipment ovmed or renled by the prime contractor, tiHth or vdithout operators. Such term does not Include employees or equipment of a subcontro0or or to%v8T tier subcontractor, 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 tire: meeting all relevant Federal and State regulatory requirements. Leased employees may only be Included In this term if Ole prime contractor meets ail of the fcllovtng conditions: (1) the prime contractor maintains control over the supervision of the day -today activities of the leased employees; (2) the prime contractor remains responsible for the quality of the stork of the leased employees; (3) the prime contractor retains ail paster 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, Hie submission of payrolls, statements of compliance and all other Federaf regulatory requirements. b. ,Specialty Items" shall be construed to be limited to work that requires highly specialized knowledge, abilities, or equipment not ordinarily available in the fypa of contracting organizations qualified and expected to bid or propose on the contract as a whole and In general are to be Ilmiled to minor components of the overall contract. 2. The contract amount upon Yofleh the requirements sat forth In paragraph (1) of Section VI is computed includes the cast 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 Wia Is employed by the firm. has full authority to direct performance of ilia work In accordance vAth the contract requirements, and is to charge of all construction operations (regardless of who performs the work) and (b) such other of its own orgarhattonal resources (supervislon, management, and engineering services) as the contracting officer determines Is necessary to assure the perfonnance orthe centiact. 4. No pardon of the contract shall W sublet, asalgned or othervAse disposed of except vAth the written consent of the contracting officer, or authorized representative, and such consent Man given shall not be construed to relieve the contractor or any responsibH4 for the fuMment of the contract. Written consent Will be given only offer the contracting agency has assured that each subcontract is Exhibit C evidenced in wrifing and that it contains all pertinent provislons and requhmenls of the prime contract. 5. The 30% self -performance requirement of paragraph (1) Is not applicable to design build conimcis; hov,ever, contracting agendes may establish their ovrn self -performance requirements. VII. SAFETY: ACCIDENT PREVENTION This provision Is applicable to all Federal -old construction contracts and to all related subcontrods. 1. In the periormance of this contract the contractor shall comply with all applicable Federal, State, and local laws governing safety, heallh, and sanitation (23 CFR 635). The contractor shall provide all safeguards, safely devices and protective equipment and take any other needed acucns 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 vAth Ilio perfarmanco of the work covered by the contract. 2, it Is a condition of this contract, and shall be made a condition of each subcontract, which the contractor enters Into pursuant to this contract, that the contractor and any subcontractor shalt not permit any employee, in performance of the contract, to vrork in surroundings or under conditions which are unsanitary, hazardous or dangerous to his]her health or safety, as determined under construction safety and henith standards (29 CFR 1926) promulgated by the Secretary of Labor. In accordance vAth Section 107 of the Contract Work Hours and Safety Standards AU (40 U.S.O.3704). 3. Pursuant Ior 29 CFR 1926.3, h Is a condition or this contract that the Secretary of Labor or outhadzed reprosentative thereof, shall have right of entry to any site of contract performance to inspect or Investigate the matter of compliance %%Rh the construction safety and health standards and to carry out the duties of the Secretary under Section 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C.3704). Vlll. FALSE STATEMENTS CONCERNING HIGHWAY PROJECTS T h 1 s p r e v I s 1 o n i s applicable to all Federal -aid construction contracts and to all related subcontracts. In order to assure high quality and durable consttucilon in conformity With approved plans and specifications and a high degree of reliability on statemards and representations made by engineers, contractors, suppliers, and vmrkers on Federal - old hlghvray protects, it is essential that all persons concerned Win the project perform their functions as carefully, thoroughly, and honestly as possible. VWtitrl falslficatton, distortion, Of misrepresentation with respect to any feels 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 shalt be posted on each Federal-ald highway project (23 CFR 635) In one or more places 4vhere It is readily available to all persons concerned with ltia project: 113 U.S.C. 1020 reads as follows, `Whoever, being an officer, argent, or employee of the United States, or of any State Ot'rerdtory, Or Mmevef, viltether a person. association, firm, or corporation, knovAng i 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, of the quantity or quality of the work performed or to be performed; or lite cost thereof in connection vAth the submission of plans, maps, specd€cationa, contracts, er casts of constnrctlan on any high%vay of Misted project submitted for approval to the Socrelary of Transportation; or Whoever hr avAngty makes any false slalemeril, false representallon, 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 at to be furnished, in cOnnection vAth the construction of any highway or related project approved by the Secretary of Transporlatlon; or Whoever kncnvingly makes any false statement or false representation as to material fact In any statement, cartlfirale, or report submitted pursuant to provisions of the Federal aid Roads Act approved July 1,1918, (39 Stat. 355), as amended and supplemented, Shall be fined under this title or imprisoned not more than 5 years or both," IX. IM plEfIENTATION OF CLEAN AIR ACT AND FEDERAL WATER POLLU I1ON CONTROL ACT This provision Is applicable to all Federal -old constnrcuen contracts and to all related subcOntracts, By submisslon of this btdfptoposal or the Execution of this contract, or subcontract, as appropriate, the bidder, proposer, Federal aid constriction contraclor, or subcontractor. as appropriate, wili be deemed to have stipulated as follows: 1. That any person vitro is of will ha utiilzad in the performance of this contract is not prohibited from receiving an avrard due to a violation of Section 508 of lite Clean Water Act or Section 306 of the Clain Air Act. 2. That the contractor agrees to Include or cause to be included the requirements of paragraph (1) of this Seotlon X In every subcontract, and further agrees to take such action as the contracting agency may direct as a means of enforcing such requlremenW X. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION This provision is appllcabie to all Federal -aid construction contracts, design -build contracts, subcontracts, lovear•tier subcontracts, purchase orders, lease agreements, consultant contracts or any other covered transaction requiring FHWA approval or that Is estimated to cost 525,W0 or more — as defined to 2 CFR Parts i8o and 1200' 1. Instructions for Cortillcation— First Tier Participants: a. By zitgning and subrnllting this proposal, the prospective fist 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 padlclpallon in this Exhibit C covered transaction. The prospective first tier paritclpant shaft submit an explanation of why It cannot provide the certification set out below. The casllfca€ion or explanation vACI be considered in connection with the department or agency's determination cviielher to enter into oris transaction. However, failure of the prospective first tier participant to furnlsh a certtFcation or an explanation shaft disqualify stroll a parson from parlidpallort In this transaction. c. The certiflcatton in this douse is a material representation of fact upon which reliance was placed when lite contracting agency determined to enter Into this transaction. If It is later determined that the prospective participant knovringfy 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 argtincy to wham this proposal Is submitted if any time the prospective first tier paitiotpant learns that its certifrcatlon vms erroneous when submitted or has became erroneous by reason of changed a1rcumstances. e. The terms "covered transaction,' "debarred," "suspended;,'tnellgible""padtctpant,""Bison," 'principal," and "voluntarily excluded,- as used In This clause. are defined in 2 CFR Parts 180 and 1201 "First Tier Covered Transactions" refers to any covered transaction between a grantee of subgrantee of Federal funds and a participant (such as the prime or general contract). 'Lover Tier Covered Transactions' refers to any covered transaction under a First Tier Covered Transaction (such as subcontracts), `First fief Participant* refers to the partcipant v+ho has entered into a covered transaction with a grantee or subgrantee of Federal funds (such as the prime or general ocnitactor). `Lower Tier Pad!cipant" refers any participant who has entered into a covered tra nsection NVIth a FlrstTier Participant or other Laurer Tier Patiicipanls (such as subcontractors and suppliers). L The prospective first tsar participant agrees by submitting this proposal that, should the proposed covered traneactlan be entered Into, it shall fiat knowingly enter Into any tourer tier covered transaction with a pers>an who is debarred, suspended, declared ineligiblo, or volunlarliy excluded from participation in gels coveted transaction, unless authorized by the department or agency entering Into this transaction. g. The prospective first iter participant further agrees by submitting this proposal that It IM11 lndudo the clause tilled 'Certification Regarding Oabaiment, Suspension, lne1191611ity and Voluntary Excluslon-Lcatiar Tier Covered Transactions;' provided by the department or contracting agency, entering Inlo this cavemd transaction, villhout modification, In all lower tier covered transactlona and In all solicitations for lower tier covered transactions exceeding the $25,000 threshold. it. A partictpant 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 Item Bre covered transaction, unless It knows that the certification is erroneous. A participant Is responsible for ensuring that Its principals are not suspenders, debarred, or OFJnenvise IM1191ble to partlCtpate in covered transactions. To verity the etigibllily of its principals, as well as the eligibility of any lowor tier prospective participants, each participant may, but is not required to, check the Excluded Parties list System website (h,pslhvvr rents.yi), 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 cerlificallon required by this clause, The knowledge and Intomrallon Of the prospective participartl is not required to exceed that which Is nomtalty possessed by a prudent person in the ordinary course of business dealings. j. Except for transactions authorized under paragraph (Q of these Instructions, if a participant In a covered transaction knowingly enters into a lower tler covered transaction with a person vrhO Is suspended, debarred, Ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to lite Federal Government, the department Or agency may lerminate this transaction for cause or default. 2. Cert1dratlon Regarding Debarment, Suspension, ineligibility and Voluntary Excluslen — First Tier Participants; a. The prospecliva first tier participant certifies to the best of its knowledge and betlef, that It and its princ€pals' (1) Are not presently debarred, suspended, proposed for dobarmeni, declared inctlglbfe, orvclunlatily excluded from parliclpating in covered transacliens by any Federal department or agoncy; (2) flava 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 offenso in connection with obtaining, attempting to obtain, or performing a public (Federal, Stale or local) transaction or contract under a public transaction; violation of Federal ur State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen properly; (3) Are not presently Indicted for or oihenv a, criminally or civilly charged by a governmental entity (Federal, State or local) vAth commission of any of the offenses enumerated in paragraph (a)(2) of this certificalion. and (4) Have not wthin a three-year period preceding Ibis appltcadonlproposal 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 ibis certification, such prospective participant shalt attach an explanation to this proposal. 2. Instructions for Certification - Lower liar Participants: (Applicable to all subcon',r-acts, purchase orders and other lover tier transactions requiring prior FHWA approval or estimated to cost $75,000 or more - 2 CFR Paris 160 and 1200) a. By signing and submitting tills proposal, the prospective le;ver tier is providing ilia certification set ort# below. It. The cerOflcatton in this clause is a material representation of fact upon which rellanca was placed when this transaction was entered Into. if it is later determined that tha prOspcctive lovmr tler participant knowingly rendered an orroneous certification, in addition to other remedies avallabie to the Federal Government, the department, or agency Wilt which .. Exhibit C this transaction originated may pursue available remedies, Including suspension andlor debarment, c. The prospective lower tier participant shall provide Immediate v.1nden notice to the person to wfiich tills proposal is submitted If at any time the prospective lower tier participant learns that its certification was erroneous by reascn cf changed circumstances. d. The terms 'covered transaction," "debarred," "suspended," "ineligible," "participant," "person," `Oncipal," and "voluntarily excluded.- as used In this clause, are defined In 2 GFR f'an`s 160 and 1200. 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 contraci). 'Lower Tier Covered Transactions" refers to any covered transaction under a First Tier Covered Transaction (such as subcontracts). 'First Tier Parllcipant" refers to ilia parfidpant who has entered Into a covered transaction vAth a grantee or subgrantee of Federal funds (such as the prime or general contractor). "Lc%ver Tier Participant" refers any paritalpant who has entered Into a covered transaction with a First Tier Participant or other Lovmr Tier Participants (such as subcontractors and suppliers). a. The prospective foyer tier participant agrees by submttting this proposal that, should the proposed covered transaction he entered into, it shall not knowingly enter Into any icwror der covered transaction wlth a person who Is debarred, suspended, declared Ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency Wth Witch this transaction odginaled. f. Tile pros o-eilve iowWr tier participant further agrees by submitting tilts proposal that it vAll include this clause titled 'Ca€tlficaiion Regarding Debarment, Suspension, Ineligibility and Voluntary Excluslon-t.owar Tier Covered TmMactlon," without modification, In all io wen Tier covered transactions and In all solicitations for lamer tier covered transactions exceeding the $25,000 threshold. g. A participant in a covered transaction may racy upon a carttCcation of a prospecllve participant in a lower tier covered transaction that Is not debarred, suspended, Ineligible, or voluntarily excluded from ilia covered transaction, unless it knovrs that the certificadan is erroneous. A participant is responsible for ensuring that W$ principals are not suspended, debarred, or otherwise Ineligible to putdolpato In covered lransactlons. To verify the eflgILARy of its principals, as yell as the eligiblitty of any lower Ifor prospective participants, each parttcipanl may, but Is not required to, check the Excluded Patties List System website, fhtlnsllunuar.eOls. ov , vhiich is coanplied by the General Services Adm#nlstrallon. It. Nothing contalned In the foregoing shalt be construed to require establishment of a system of records in Order to render In good falih the certification required by this clause. The knovRedge and Informa0on of partlepant is not required to exceed that vffidr:h Is normally possessed by a prudent person In the ordinary course of butlrtese dealings. I. Except for transections authorized under paragraph a of these Instructions, if a participant In a covered transaction knowingly enters into a lower tier covered transaction Witt 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 dapartment 'or agency with whtch this transaclion originated may pursue available remedies, Including suspension andlOr debarment. Certification Regarding Debarment, Suspension, Inallglbllfty and Voluntary Exclusion. -Lower Tier Participants: i, The prospective lover liar participant cerfirres, by submission of this proposal, that neither it not its principals Is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participatirg in covered transactions by any Federal department or agency. 2. Where the prospective lower tier paolcipanl is unable to certify to any of the sialements in this certification, such prospective participant shag attach an explanation to thts proposal. XI, CERTIFICATION REGARDING USE OF CONTRACT FUNDS FOR LOUBYING This provision is applicable to all Federal -aid const€ucilen contracts and to all related subcontracts vhich exceed $100,000 (49 CFR 20)_ 1. The prospective put relpant certries, by signing and submitting this bid or proposal, to the best of his or hor knoWedge and belie!, that: a. No Federal appropriated funds have been paid or vAll 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 employers of a Member of Congress in connection %Mth the award rig of any Federal contract, the making of any Federal grant, the making of any Federal lean, tho entering into of any cooperatives agreement. and the extension, conlinuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. b. it 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 employee of any Federal ardency, 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 Farm -LLL, `Disc€csure Form to Report Lobbying; In accordance vith its insi€uctlons. 2. This certMeallon is a material representation of fact upon Mich reliance was placed when this transacilon 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. 3352. Any person vitro falls to file the required cerGfcallon shall be subject to a Civil penalty of riot less than sf0,000 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 certirmalicn be Included In ati lov4r tier subcontracts, vehich exceed $100,400 and that all such reciplents shall certify and disctese accordingly. W! Exhibit C Exhibit C ATTACHMENT A - EMPLOYMENT AND MATERIALS 6. The contractor shalt Include the provisions of Sections 1 PREFERENCE FOR APPALACHIAN DEVELOPMENT through A of this Altachrnent A In every subcontract for work HIGHWAY SYSTEM OR APPALACHIAN LOCAL. ACCESS which Is, or reasonably may be, done as on-site track. ROAD CONTRACTS This provlslon Is applicable to all Federal-ald projects funded under the Appalachian Reg€onot Development Act of 1965. 1. During the performance of this contract, the contractor undertaking to do hvtk Whlcb is. or reasonably may be, done as orFstie work. shalt give proference'to qualified persons ivho regularly reside In the labor area as designated by the DOL whera€n the contract veutk is situated, or the subregion, or the Appalachian counties of the State vritorein the contract work Is sfivated, except: a. To the extent that quailned persons regularly restding In the area are not ava€Iabte. b. For the reasonable needs of the contractor to employ supervisory or specialty experienced personnal necessary to assure an eftident execution of the contract work. c. For ilia 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 (1e) shall not exceed 20 percent of the tofal number of employees employed by the contractor on the contract work. except as provided in subparagraph (a) below. 2. The contractor shall place a job order with the State Employment Service indicating (a) the ctassit€catlons of the laborers, mechanics and ofher employees requVed to perform the contract stork, (b) the number of employees required In each ctasslfcatlon, (c) the date on which the participant estimates such employees wilt he required, and (d) any other pertinent information required by the State Employment Service to complete the Job order farm. The job grder maybe placed with the Slate Employment Service In writing or by telephone. If during the course of the contract vmrk, the information submitted by the contactor In the original job order Is substantially modified, the participant shall promptly notify ft 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 lice classification of work required. 4. if, vAthln one week following the placing of a job order by the contractor With the State tamp",oyment Service, the State Employment Service is unable to refer any qualified job applicants to the contractor, or less than the number requested, Ilia Stale Employment Service will fonvard a cert€frcate to the contractor Indicating tha unavallahtlity of applicants. Such certificate shalt be made a pail of the contractor's permanent project records. Upon receipt of this certificate, the contractor may employ persons who do not normally reside in the tabor area to fill positions covered by the certificale, notwithstanding the provisions of subparagraph (1 c) abovo. 5. The provisions of 23 CFR 633.2I17(e) allo v the contracting agency to provide a contractual preference for the use of mineral resource materials nallVe to the Appalachian region. 12 Exhibit C 37. EXHIBIT 3 — FEDERAL REQUIREMENTS Federal laws and regulations that may be applicable to the Work lncicde: A. Uniform Administrative Requirements for Agreements and Cooperative Agreements to State and Local Governments (Common Rule) The "Uniform Administrative Requirements for Agreements and Cooperative Agreements to State and Local Governments (Common Rule), at 49 Code of Federal Regulations, Part 18, except to the extent that other applicable federal requirements (Including the provisions of 23 CFR Parts 172 or 633 or 635) are more specific than provisions of Part 18 and therefore supersede such Part 18 provisions. The requirements of 48 CFR 18 include, without limitation: the Local Agency/Contractor shall follow applicable procurement procedures, as required by section 18.36(d); the Local Agency/Contractor shall request and obtain prior CDOT approval of changes to any subcontracts in the manner, and to the extent required by, applicable provisions of section 18.30; the Local Agency/Contractor shall comply with section 16.37 concerning any sub -Agreements; to expedite any CDOT approval, the Local Agency/Contractor's attorney, or other authorized representative, shall also submit a letter to CDOT certifying Local Agency/Contractor compliance with section 18.30 change order procedures, and with 18.35(d) procurement procedures, and with 18.37 sub -Agreement procedures, as applicable; the Local AgencylContractor shall incorporate the specific contract provisions described in 18.36(1) (which are also deemed incorporated herein) Into any subcontract(s) for such services as terms and conditions of those subcontracts, B. Executive Order 11246 Executive Order 11246 of September 24, 1965 entitled "Equal Employment Opportunity," as amended by Executive Order 11375 of October 13, 1957 and as supplemented in Department of Labor regulations (41 CFR Chapter 60) (All construction contracts awarded in excess of $10,000 by the Local Agencys and their contractors or sub -the Local Agencys. C. Copeland "Anti -Kickback Act The Copeland "Anti -Kickback" Act (18 U.S.G. 874) as supplemented In Department of Labor regulations (29 CFR Part 3) (All contracts and sub -Agreements for construction or repair). D, Davis -Bacon Act The Davis -Bacon Act (40 U.S.C. 276a to a-7) as supplemented by Department of Labor regulations (29 CFR Part 5) (Construction contracts in excess of $2,000 awarded by the Local Agencys and sub -the Local Agencys when required by Federal Agreement program legislation. This act requires that all laborers and mechanics employed by contractors or sub -contractors to work on construction projects financed by federal assistance must be paid wages not less than those established for the locality of the project by the Secretary of Labor). 1✓. Contract Work Hours and Safety Standards Act Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327- 330) as supplemented by Department of Labor regulations (29 CFR Part 5). (Construction contracts awarded by the Local Agencys and sub -the Local Agencys in excess of $2,000, and In excess of $2,500 for other contracts which Involve the employment of mechanics or laborers). F. Clear Air Act Standards, orders, or requirements issued under section 306 of the Clear Air Act (42 U.S.C. 1857(h), section 508 of the Clean Water Act (33 U.S.C. 1368). Executive Order 11738, and Environmental Protection Agency regulations (40 CFR Part 16) (contracts, subcontracts, and sub -Agreements of amounts in excess of $100,000). G. Energy Policy and Conservation Act Mandatory standards and policies relating to energy efficiency which are contained in the slate energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163). 1-1. OMB Circulars Page 1 of 3 Exhibit C Office of Management and Budget Circulars A-87, A-21 or A-122, and A-102 or A-110, whichever is applicable. 1. Hatch Act The Hatch Act (5 USC 1601-1508) and Public Law 95-454 Section 4728. These statutes or state that federal funds cannot be used for partisan political purposes of any kind by any pe organization involved in the administration of federally -assisted programs. J. Nondiscrimination 42 USC 6101 et se . 42 USC 2000d, 29 USC 794, and implementing regulation, 45 C.F.R. Part 60 et. seo. These acts require that no person shall, on the grounds of race, color, national origin, age, or handicap, be excluded from participation In or be subjected to discrimination in any program or activity funded, in whole or part, by federal funds. K. ADA (Publicct The Aericans with 12131-12134, 12 41-121510,1 12161-12165,12181-12189, 101 1 2201-1 221 3 47 USC 225 and 4.717 USG 611. L, Uniform Relocatlon Assistance and Reef Property Acquisition Policies Act The Uniform Relocation Assistance and Real Property Acquisition Policies Act, as amended (pubis ac€iuirinw Tealp operty and displacing lhouseholdss or businesc Law 100-17, 101 ses inthe performance ofror 91-6, as amended and the a g Agreement). M. Drug -Free Workplace Act The Drug -tree Workplace Act (Public Law 100-690 Title V, subtitle D, 41 USC 701 et N. Age Discrimination Act of 1975 The Age Discrimination Act of 1975, 42 U.S.C. Sections 6101 et. seq. and its Implementing regulation, 45 C.F.R. mart 91; Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. 794, as amended, and implementing regulation 45 C.F.R. Part 84. p. 23 G.F.R. Part 172 23 C.F.R. Part 172, concerning "Administration of Engineering and Design Related Contracts". P. 23 C.F.R Part 633 23 C.F.R Part 633, concerning "Required Contract Provisions for Federal -Aid Construction Contracts". Q. 23 C.F.R. Part 635 23 C.F.R. fart 635, concerning "Construction and Maintenance Provisions". R. Title VI of the Clvil Rights Act of 1964 and 162(x) of the Federal Aid Highway Act of 1973 Title VI of the Civil Rights Act of 1964 and 162(a) of the Federal Aid Highway Act of 1973. The requirements for which are shown in the Nondiscrimination Provisions, which are attached hereto and made a part hereof. S. Nondiscrimination Provisions: S. Nondiscrimination Provisions; In compliance with Title Vl of the Civil Rights Act of 1964 and with Section 162(x) of the Federal Aid highway Act of 1973, the Contractor, for itself, its assignees and successors in interest, agree as follows: i. Compliance with Regulations The Contractor will comply with the Regulations of the Department of Transportation relative to nondiscrimination In Federally assisted programs of the Department of Transportation (Title 49, Code of Federal Regulations, Part 21, hereinafter referred to as the "Regulations"), which are herein incorporated by reference and made a part of this Agreement. Nondiscrimination The Contractor, with regard to the work performed by it after award and prior to completion of the contract work, vAl not discriminate on the ground of race, color, sex, mental or physical Page 2 of 3 Exhibit C handicap or national origin in the selection and retention of Subcontractors, including procurement of materials and leases of equipment. The Contractor will not participate either directly or indirectly in the discrimination prohibited by Section 21.6 of the Regulations, including employment practices when the contract covers a program set forth in Appendix C of the Regulations. Solicitations for Subcontracts, Including Procurement of Materials and Equipment In all solicitations either by competitive bidding or negotiation made by the Contractor for work to be performed under a subcontract, including procurement of materials or equipment, each potential Subcontractor or supplier shall be notified by the Contractor of the Contractors obligations under tills Agreement and the Regulations relative to nondiscrimination on the ground of race, color, sex, mental or physical handicap or national origin. Information and Reports The Contractor will provide all information and reports required by the Regulations, or orders and instructions issued pursuant thereto and will permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the State or the FHWA to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of the Contractor is in the exclusive possession of another who fails or refuses to furnish this information, the Contractor shall so certify to the State, or the FHWA as appropriate and shall set forth what efforts have been made to obtain the information. Sanctions for Noncompliance. In the event of the Contractor's noncompliance with the nondiscrimination provisions of tills Agreement, the State shall impose such contract sanctions as it or the FHWA may determine to be appropriate, including, but not limited to: a. Withholding of payments to the Contractor under the contract until the Contractor complies, and/or b. Cancellation, termination or suspension of the contract, in whole or in part. T. Incorporation of Provisions§22 The Contractor will include the provisions of paragraphs A through F in every subcontract, including procurement of materials and leases of equipment, unless exempt by the Regulations, orders, or instructions issued pursuant thereto. The Contractor will take such action with respect to any subcontract or procurement as the Slate or the FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance; provided, however, that, in the event the Contractor becomes involved in, or is threatened with, litigation with a Subcontractor or supplier as a result of such direction, the Contractor may request the State to enter into such litigation to protect the interest of the State and in addition, the Contractor may request the FHWA to enter into such litigation to protect the interests of the United States. Page 3 of 3 Exhibit C 38. EXHIBIT.K — SUPPLEMENTAL FEDERAL PROVISIONS State of Colorado Supplemental Provisions for Federally Funded Contracts, Grants, and Purchase Orders Subject to The Federal Funding Accountability and Transparency Act of 2006 (FFATA), As Amended As of 10-16-10 The contract, grant, or purchase order to which these Supplemental Provisions are attached has been funded, in whole or in part, with an Award of Federal funds. In the event of a conflict between the provisfons of these Supplemental provisions, the Special Provisions, the contract or any attachments or exhibits incorporated into and made a part of the contract, the provisions of these Supplemental Provisions shall control. 1. Deflnfttons. For the purposes of these Supplemental Provisions, the following terms shall have the meanings ascribed to them below" 1.1. "Award" means an award of Federal financial assistance that a non -Federal Entity receives or administers in the form of: 1.1.1. Grants; 1.1,2. Contracts; 1.1.3. Cooperative agreements, which do not Include cooperative research and development agreements (CRDA) pursuant to the Federal Technology Transfer Act of 1086, as amended (15 U.S.C. 3710) 1.1.4. Loans; 1.1.5." Loan Guarantees; 1.1.6. Subsidies; 1.1.7. Insurance; 1.1.6. Food commodities; 1.1.6. Direct appropriations; 1.1.10. Assessed and voluntary contributions; and 1.1,11. Other financial assistance transactions that authorize the expenditure of Federal funds by non -Federal Entitles. Award does not Include; 1.1.12. Technical assistance, which provides services in lieu of money; 1.1.13. A transfer of title to Federally -owned property provided in Ileu of money; even if the award is called a grant; 1.1.14. Any award classified for security purposes; or 1.1.15. Any award funded in whole or in part with Recovery funds, as defined in section 1512 of the American Recovery and Reinvestment Act (ARBA) of 2008 (public Law 111-5). 1.2. "Central Contractor Registration (CCR)" means the Federal repository Into which on E=ntity must enler the Information required under the Transparency Act, which may be found at http,-//www.bi)n.gov/ccr, 1.3. "Contract' means the contract to which these Supplemental provisions are attached and Includes all Award types In §1.1.1 through 1.1.11 above. 1.4. "Contractor" means tho party or parties to a Contract funded, in whole or in part, with Federal financial assistance, other than the Prime Recipient, and Includes grantees, subgrantees, Subrecipients, and borrowers. For purposes of Transparency Act reporting, Contractor does not include Vendors. I.S. "Data Universal Numbering System (DUNS) Number" means the nine -digit number established and assigned by Dun and Bradstreet, Inc. to uniquely identify a business entity. Dun and 8radstreefs website may be found at: htt: /fed_gov.dnb.comf4vebform, 1.6, "Entity" means all of the following as defined at 2 CFR part 25, subpart C; 1.6.1. A governmental organization, which is a State, local government, or Indian Tribe; 1.6.2. A foreign public entity; Page 1 of 4 Exhibit C 1.6.3. A domestic or foreign non-profit organization; 1,6.4. A domesticor foreign for-profit organization; and 1,6.5. A Federal agency, but only a Subreciplent under an Award or Subaward to a non -Federal entity. 1.7. "Executive" means an officer, managing partner or any other employee in a management position. 1.8. "Federal Award Identification Number (FAIN)" means an Award number assigned by a Federal agency to a Prime Recipient. 1.9. "FFATA" means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109- 282), as amended by §6202 of Public Law 110-252. FFATA, as amended, also is referred to as the "Transparency Act." 1.10. "Prime Recipient" means a Colorado State agency or institution of higher education that receives an Award. 1.11. "Sobaward" means a legal instrument pursuant to which a Prime Recipient of Award funds awards all or a portion of such funds to a Subrecipient, in exchange for the Subreciplent's support in the performance of all or any portion of the substantive project or program for which the Award was granted. 1.12. "Subrecipient" means a non -Federal Entity (or a Federal agency under an Award or Subaward to a non -Federal Entity) receiving Federal funds through a Prime Recipient to support the performance of the Federal project or program for which the Federal funds were awarded. A Subrecipient is subject to the terms and conditions of the Federal Award to the Prime Recipient, including program compliance requirements. The tern "Subrecipient" Includes and may be referred to as Subgrantee. 1.13. "Subrecipient Parent DUNS Number" means the subrecipient parent organization's 9-diglt Data Universal Numbering System (GUNS) number that appears in the subrecipleffs Central Contractor Registration (CCR) profile, If applicable. 1,14. "Supplemental Provisions" means these Supplemental Provisions for Federally Funded Contracts, Grants, and Purchase Orders subject to the Federal Funding Accountability and Transparency Act of 2006, As Amended, as may be revised pursuant to ongoing guidance from the relevant Federal or State of Colorado agency or institution of higher education. 1.16. "Total Compensation" means the cash and noncash dollar value earned by an Executive during the Prime Recipient's or Subrecipient's preceding fiscal year and Includes the following: 1.15.1. Salary and bonus; 1.15.2. Awards of stock, stock options, and stock appreciation rights, using the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2005) (FAS 123R), Shared Based Payments; 1.15.3. Earnings for services under non -equity incentive plans, not including group life, health, hospitalization or medical reimbursement plans that do not discriminate In favor of Executives and are available generally to all salaried employees; 1.15.4. Change In present value of defined benefit and actuarial pension plans; 1.15.5. Above -market earnings on deferred compensation which is not tax -qualified; 1.15.6. Other compensation, If the aggregate value of all such other compensation (e.g, severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the Executive exceeds $10,000_ 1.16. "Transparency Act" means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109-282), as amended by §6202 of Public Law 110-252. The Transparency Act also is referred to as FFATA. 1.17 "Vendor" means a dealer, distributor, merchant or other seller providing property orservices required for a project or program funded by an Award. A Vendor is not a Prime Recipient or a Subrecipient and Is not subject to the terms and conditions of the Federal award. Program compliance requirements do not pass through to a Vendor. 2. Compliance. Contractor shall comply with all applicable provisions of the Transparency Act and the regulations issued pursuant thereto, including but not limited to these Supplemental Provisions. Any Page 2 of 4 Exhibit C revisions to such provisions or regulations shall automatically become a part of these supplemental Provisions, without the necessity of either party executing any further instrument. The State of Colorado may provide written notification to Contractor of such revisions, but such notice shall not be a condition precedent to the effectiveness of such revisions. 3. Central Contractor Registration (CCR) and Data Universal Numbering System (DUNS) Requirements. 3.1. CCR. Contractor shall maintain the currency of its information in the CCR until the Contractor submits the final financial report required under the Award or receives final payment, whichever is later. Contractor shall review and update the CCR information at least annually after the Initial registration, and more frequently if required by changes In its Information, 3.2. DUNS. Contractor shall provide its DUNS number to its Prime Recipient, and shall update Contractor's information in Dun & Bradstreet, Inc. at least annually after the initial registration, and more frequently if required by changes in Contractor's Information. 4. Total Compensation. Contractor shall include Total Compensation in CCR for each of Its live most highly compensated Executives for the preceding fiscal year If: 4.1. The total Federal funding authorized to date under the Award is $25,000 or more; and 4.2. In the preceding fiscal year, Contractor received: 4.2.1. 80% or more of its annual gross revenues from Federal procurement contracts and subcontracts and/or Federal financial assistance Awards or Subawards subject to the Transparency Act; and 4.2.2. $25,000,000 or more in annual gross revenues from Federal procurement contracts and subcontracts and/or Federal financial assistance Awards or Subawards subject to the Transparency Act; and 4.3. The public does not have access to information about the compensation of such Executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1834 (16 U.S.C. 78m(a), 78o(d) or § 6104 of the internal Revenue Code of 1986. 5. Reporting. Contractor shall report data elements to CCR and to the Prime Recipient as required in §7 below if Contractor is a Subrecipient for the Award pursuant to the Transparency Act. No direct payment shall be made to Contractor for providing any reports required under these Supplemental Provisions and the cost of producing such reports shall be included In the Contract price. The reporting requirements in §7 below are based on guidance from the US Office of Management and Budget (OMB), and as such are subject to change at any time by OMB. Any such changes shall be automatically Incorporated into this Contract and shall become part of Contractor's obligations under this Contract, as provided in §2 above. The Colorado Office of the State Controller will provide summaries of revised OMB reporting requirements at http-://vAvw..,olDradg.govtdQaldfpIsco/FFATA.htMr 6. Effective fate and Dollar Threshold for Reporting. The effective date of these supplemental provisions apply to new Awards as of October 1, 2010. Reporting requirements in §7 below apply to new Awards as of October 1, 2010, if the initial award is $25,000 or more, If the initial Award is below $25,400 but subsequent Award modifications result in a total Award of $25,000 or more, the Award is subject to the reporting requirements as of the date the Award exceeds $25,000. If the Initial Award is $25,000 or more, but funding Is subsequently de -obligated such that the total award amount falls below $25,000, the Award shall continue to be subject to the reporting requirements. 7. Subrecfplent Reporting Requirements. If Contractor is a Subrecipient, Contractor shall report asset forth below. 7.1 To CCR. A Subreciplent shall register in CCR and report the following data elements in CCR for each Federal Award Identification Number no later than the end or the month following the month in which the Subaward was made: 38.7.'1.1 Subrecipient DUNS Number; 40, 7.1.2 Subrecipient DUNS Number } 4 if more than one electronic funds transfer (EFT) account; 41.7.1.3 Subrecipient Parent DUNS Number; Page 3 of 4 Exhibit C 42. 7.1.4 Subrecipient's address, including: Street Address, City, State, Country, Zip + 4, and Congressional District; 43.7.1.5 Subrecipient's top a most highly compensated Executives if the criteria in §4 above are met; and 7.1.6 Subrecipient's Total Compensation of top 5 most highly compensated Executives if criteria in §4 above met, 7.2 To Prime Recipient, A Subrecipient shall report to its Prime Recipient, upon the effective date of the Contract, the following data elements: 44.7.2.1 Subreciplent's DUNS Number as registered in CCR. 45.7.2.2 Primary Place of Performance Information, Including: Street Address, City, State, Country, Zip code + 4, and Congressional District, B. Exemptions, 46.8.1. These Supplemental Provisions do not apply to an individual who receives an Award as a natural person, unrelated to any business or non-profit organization he or she may own or operate in his or tier narne. 47.8.2 A Contractor with gross income from all sources of less than $300,000 in the previous tax year is exempt from the requirements to report Subawards and the Total Compensation of its most highly compensated Executives. 8.3 Effective October 1, 2010, "Award" currently means a grant, cooperative agreement, or other arrangement as defined in Section 1.1 of these Special Provisions. On future dates "Award' may Include other items to be specified by OMB in policy memoranda available at the OMB Website; Award also will include other types of Awards subject to the Transparency Act. 8,4 There are no Transparency Act reporting requirements for Vendors. J. E=vent of Default, Failure to comply with these Supplemental Provisions shall constitute an event of default under the Contract and the State of Colorado may terminate the Contract upon 30 days prior written nonce If the default remains uncured five calendar days following the termination of the 30 day notice period. This remedy will be in addition to any other remedy available to the State. of Colorado under the Contract, at law or in equity. Page 4 of 4 Exhibit C CONTRACT AMENDMENT Amendment #01 Original Contract # 13 HA3 47953 Amandment Routing # 14-HA3.2H-0066E-M0001 Pro ect # SHO 0821-100 19212) PO # 279-9&474 `{ Q0U1 1) PARTIES 2+1c4tJ3 This Amendment to the above -referenced Original Contract (hereinafter called the Contract) Is entered into by and between Eagle County (hereinafter called "Local Agency'), and the STATE OF COLORADO (hereinafter called the "State") acting by and through the Department of Transportation, (hereinafter called "CDOT'). 2) EFFECTIVE DATE AND ENFORCEABILITY This Amendment shall not be effective or enforceable until it is approved and signed by the Colorado State Controller or designee (hereinafter called the "Effective Date"). The State shall not be liable to pay or reimburse Contractor for any performance hereunder including, but not limited to, costs or expenses incurred, or be bound by any provision hereof prior to the Effective Date, 3) FACTUAL RECITALS The Parties entered Into the Contract to disburse Federal funds to disburse Federal funds to the Local Agency pursuant to CDOT'S Stewardship Agreement with the FHWA. CDOT will reimburse Eagle County for a hazard elimination project in accordance with the HES (Hazard Elimination Safety) Program. The project encompasses approximately 300-600 LF of EI Jebel Road located directly north of the SH 821Ei Jebel Road intersection to the Shadowrock Drive/EI Jebel Road intersection, where the county is scoping a turnaround or roundabout to provide the necessary movements for the access restrictions. The Parties now agree to increase the design, ROW and construction phase budget. 4) CONSIDERATION -COLORADO SPECIAL PROVISIONS The Parties acknowledge that the mutual promises and covenants contained herein and other good and valuable consideration are sufficient and adequate to support this Amendment. The Parties agree to replacing the Colorado Special Provisions with the most recent version (if such have been updated since the Contract and any modification thereto were effective) as part consideration for this Amendment. if applicable, such Special Provisions are attached hereto and incorporated by reference herein as Section 26. 5) LIMITS OF EFFECT This Amendment Is Incorporated by reference into the Contract, and the Contract and all prior amendments thereto, if any, remain in full force and effect except as specifically modified herein. 6) MODIFICATIONS The Amendment and all prior amendments thereto, if any, are modified as follows: • Exhibit C to the Basic Contract shall be removed and replaced In its entirety by Exhibit C-1 attached hereto and incorporated herein by this reference, All references in the Basic Contract to Exhibit C shall be removed and replaced by Exhibit C-1. 7) START DATE This Amendment shall take effect upon the date of the State Controller's Signature. 8) ORDER OF PRECEDENCE Except for the Special Provisions, in the event of any conflict, Inconslstency, variance, or contradiction between the provisions of this Amendment and any of the provisions of the Contract, the provisions of this Amendment shall in all respects supersede, govern, and control. The most recent version of the Exhibit C Special Provisions Incorporated into the Contract or any amendment shall always control other provisions In the Contract or any amendments. 9) AVAILABLE FUNDS Financial obligations of the state payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, or otherwise made available. RE��REMAlf4fiER70E- i'Ht$EPA08-,,I VTE NTIOTIAI:t_Y`LEFi Exhibit C THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT .............. Persons signing for The Local Agency hereby swear and affirm that they are authorized to act on The Locnl Agency's behalf and acknoIvledge that the State is relying on their representations to that effect. ALL AGREEMENTS REQUIRE APPROVAL BY THE STATE CONTROLLER CRS §24-30-202 requires the State Controller to approve all State Agreements, This Agreement is not valid until signed and dated below by the State Controller or delegate. The Local Agency is not nuthorized to begin performance until such time. If The Local Agency begins performing prior thereto, the State of Colorado is not obligated to pay The Local Agency for such performance or for any goods and/or services provided hereunder. STAP CONTROLLER 4erC A, Colent of Transportation Date: (� THE LOCAL AGENCY STATE OF COLORADO Eagle County John W. Hickenlooper, GOVERNOR By: Colorado Department of Transportation -DonaI44; , Executive Director Title: o o'L 714V A,- � "a �/ . � - y: Joshua ly, P.F/, hie ngineer t * ignafure Date: Date: � j '�� I) � i 2nd Local Agency Signature if needed LEGAL REVIEW John W. Suthera, Attorney General By: By. Title: Signature - A istant Attorney General Date: Signature Date: ALL AGREEMENTS REQUIRE APPROVAL BY THE STATE CONTROLLER CRS §24-30-202 requires the State Controller to approve all State Agreements, This Agreement is not valid until signed and dated below by the State Controller or delegate. The Local Agency is not nuthorized to begin performance until such time. If The Local Agency begins performing prior thereto, the State of Colorado is not obligated to pay The Local Agency for such performance or for any goods and/or services provided hereunder. STAP CONTROLLER 4erC A, Colent of Transportation Date: (� Exhibit C 30. EXHIBIT C-1 — FUNDING PROVISIONS A. Cost of Work Estimate The Local Agency has estimated the total cost the Work to be $959,901,00 which is to be funded as follows: 1 BUDGETED FUNDS a. Federal Funds $959,901.00 (100% of Participating Costs) TOTAL BUDGETED FUNDS $959,9p1.00 2 ESTIMATED CDOT-INCURRED COSTS a. Federal Share $0.00 (_ of Participating Costs) b. Local Agency Local Agency Share of Participating Costs $0.00 Non -Participating Costs (Including Non -Participating Indirects) $0.00 Estimated to be Billed to Local Agency $0.00 TOTAL ESTIMATED CDOT-INCURRED COSTS $0.00 3 ESTIMATED PAYMENT TO LOCAL AGENCY a. Federal Funds Budgeted (1a) $959,901.00 b. Less Estimated Federal Share of CDOT-Incurred Costs (2a) $0.00 TOTAL ESTIMATED PAYMENT TO LOCAL AGENCY $959,901.00 4 FOR CDOT ENCUMBRANCE PURPOSES Total Encumbrance Amount $959,901 .00 Less ROW Acquisition 3111 and/or ROW Relocation 310915,000.00 Net to be Encumbered $944,901.00 Note; Currently, $159,998 is available for Design and Right of Way. Additional funds will be made available by an Option Letter or Amendment upon FHWA approval. WBS Element 19212.10.30Desi n3020,,$143,893.00 WBS Element 19212.10.10 ROW3114 $16,105.00 Exhibit G-1 — Page 1 of 2 Exhibit C B. Matching Funds The matching ratio for the federal participating funds for this Work is 100 % federal -aid funds (CFDA #20.205) to 0% Local Agency funds, it being understood that such ratio applies only to the $959,901.00 that is eligible for federal participation, it being further understood that all non -participating costs are borne by the Local Agency at 100%. If the total participating cost of performance of the Work exceeds $959,901.00, and additional federal funds are made available for the Work, the Local Agency shall pay 0% of all such costs eligible for federal participation and 100% of all non -participating costs; if additional federal funds are not made available, the Local Agency shall pay all such excess costs. If the total participating cost of performance of the Work is less than $959,901.00, then the amounts of Local Agency and federal -aid funds will be decreased in accordance with the funding ratio described herein. The performance of the Work shall be at no cost to the State. C. Maximum Amount Payable The maximum amount payable to the Local Agency under this Agreement shall be $959,901.00 (For CDOT accounting purposes, the federal funds of $959,901.00 will be encumbered for a total encumbrance of $959,901.00) unless such amount is increased by an appropriate written modification to this Agreement executed before any increased cost is incurred. Note: Currently, $159,998 is available for Design and Right of Way. Additional funds will be made available by an Option Letter or Amendment upon FHWA approval. It is understood and agreed by the parties hereto that the total cost of the Work stated hereinbefore is the best estimate available, based on the design data as approved at the time of execution of this Agreement, and that such cost is subject to revisions (in accord with the procedure in the previous sentence) agreeable to the parties prior to bid and award. D. Single Audit Act Amendment All state and local government and non-profit organizations receiving more than $750,000 from all funding sources defined as federal financial assistance for Single Audit Act Amendment purposes shall comply with the audit requirements of OMB Circular A-133 (Audits of States, Local Governments and Non -Profit Organizations) see also, 49 C.F.R. 18.20 through 18.26. The Single Audit Act Amendment requirements applicable to the Local Agency receiving federal funds are as follows: i. Expenditure less than $750,000 The Local Agency expends less than $750,000 in Federal funds (all federal sources, not just Highway funds) in its fiscal year then this requirement does not apply. ii. Expenditure exceeding than $750,000 -Highway Funds Only The Local Agency expends more than $500,000 in Federal funds, but only received federal Highway funds (Catalog of Federal Domestic Assistance, CFDA 20.205) then a program specific audit shall be performed. This audit will examine the "financial" procedures and processes for this program area. iii. Expenditure exceeding than $750,000 -Multiple Funding Sources The Local Agency expends more than $750,000 in Federal funds, and the Federal funds are from multiple sources (FTA, HUD, NPS, etc.) then the Single Audit Act applies, which is an audit on the entire organization/entity. iv. Independent CPA Single Audit shall only be conducted by an independent CPA, not by an auditor on staff. An audit is an allowable direct or indirect cost, Exhibit C-1 — Page 2 of 2 The "bid guarantee" shall consist of a firm commitment such as a bid bond, certified check, or other negotiable in- strurnent accompanying; :a bid as ussur- ance that the bidder will, upon accept- ance of his bid, execute such contrac- tual documents as may be required within the time specified. (2) A performance gond on the part of the contractor for 100 percent of the can - tract price. A "performance bond" is one executed in connection with a con- tract to secure fulfillment of all the contractor's obligations Lander such contract. (3) A ptxvnsent bond on the part of the contractor far 100 percent of the contract price. A "payment bond" is one exe- cuted in connection with a contract to assure payment as required by law of all persons supplying labor and mate- rial in the execution of the work pro- i2f,�ubgg,,,�t,,s nf_r:arfivisi-on.s. A. grantee's con .rrtcts must con- tain provisions in paragraph (i) of this section. Federal agencies are permitted to require: changes, remedies, changed conditions, access and records reten- tion, suspension of work, and other clauses approved by the Office of Fed- cral Procurement Policy. (1) Administrative, contractual, or legal remedies in instances where con- tractors violate or breach contract terms, and provide for such sanctions and penalties as may be appropriate. (Contracts more than the: simplified ac- quisition threshold) (2) Termination for cause and for convenience by the: grantee or sub- grantee including the manner by which it will be effected and the basis for set- tlement, (All contracts in excess of S10,000) (3) Compliance with 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 con- tracts awarded in excess of $10,000 by grantees and their contractors or sub - grantees) (4) Compliance with the Copeland "Anti -Kickback" Act (I8 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR part 3). (All con - Exhibit D 9 CFR Subtitle A (M-1-03 Edition) tracts and subg;rants for construction or repair) (5) Compliance with the Davis -Bacon Act (40 U.S.C. 276a to 276a-7) its supple- mented by Department of Labor regu- lations (29 CFR part 5). (Construction contracts in excess of $2000 awarded by grantees and subgrantecs when re- quired by Federal grant program legis- lation) (6) Compliance with Sections 103 and 107 of the Contract Work :Hours and Safety Standards Act (40 U.&C. 327-330) as supplemented by Department of Labor regulations (29 CFR. part 5). (Construction contracts awarded by grantees and subgrantecs in excess of 52000, and in excess of 52500 for other contracts which involve the employ- ment of mechanics or laborers) (7) Notice of awarding agency re- quirements and regulations pertaining to reporting. (8) Notice of awarding agency re- quirerrients and regulations pertaining to patent rights with respect to any discovery or invention 'which arises or is developed in the: course of or under such contract. (9) Awarding agency requirements and regulations pertaining to copy- rights and rights in data. (10) Access by the grantee;, the sub- grantee, the Federal grantor agency, the Comptroller General of the United States, or any of" their duly authorized representatives to any books, docu- ments, papers, and records of the con- tractor which are directly pertinent to that specific contract for the purpose of making audit, examination, ex- cerpts, and transcriptions. (11) Retention of all required records for three years after grantees or sub - grantees make final payments and all other pending matters are closed. (12) Compliance with all applicable standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h)), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environ- niental Protection Agency regulations (40 CFR part 15). (Contracts. sub- contracts, and subgrants of amounts in excess of 5100,000) (13) Mandatory standards and policies relating to energy efficiency which are 132 contained in the state energy cons , ervq- tion plan issued in compliance with the Energy Policy and Conservation Act (Pub, L. 94-163, 89 Stat. 871). W 23 U.S.C. 112(a) directs the Sec- retary to require recipients of highway construction grants to use bidding methods that are "effective in securing competition," Dctailed construction contracting procedures are contained in 23 CFR part 635, subpart A. (k) Section 3(a)(2)(C) of the UMT Act of 1964, as amended, prohibits the use of grant or loan funds to support pro- curenlents utilizing exclusionary or discriminatory specifications. (1) 46 U.S.C. 1241(b)(1) and 46 CFR part 381 impose cargo preference require- ments on the shipment of foreign nujtle goods. (m) Section 165 ol'the Surface Trans- portation Assistance Act of 1982, 49 U.S,C. 1601, section 337 of' the Surface Transportation and Uniform Reloca- tion Assistance Act of 1997, and 49 CFR parts 660 and 661 impose Buy America provisions on the procurement of' for- eign. products and materials. (n) Section 105(t) of the Surface Transportation Assistance Act of 1982, section 106(c) of the Surface Transpor- tation and Uniform Relocation Assist- ance Act of 1987. and 49 CFR part 23 im- pose requirements for the participation of disadvantaged business enterprises, (o) Section 308 of the Surface Trans- portation Assistance Act of 1992, 49 U.S.C, 1068(b)(2), authorizes the use of competitive negotiation for the pur- chase of rolling stock as appropriate. (p) 23 U.S.C, 112(b) provides for an cx- emption to competitive bidding re- quirements for highway construction contracts in emergency situations. (q) 23 U.S.C. 112 requires concurrence by the Secretary before highway con- struction contracts can be awarded, ex- cept for projects authorized under the provisions of 23 U.S.C. 171. (r) 23 U.S.C. 112(c) requires standard- ized contract clauses concerning site conditions, suspension or work, and material changes in tile scope of the work for highway construction con- tracts (s) 23 U.S.C. 140(b) authorizes the preferential employment of Indians on Indian Reservation road projects and contracts. Exhibit D (t) FHWA, UNITA, and Federal Avia- tion Administration (FAA) grantees and subgrantces shall extend the use or qualifications -based (e.g,, architectural and enginecring services) contract se- lection procedures to certain other re- lated areas and shall award such con- tracts in the sarne n-janner as Federal contracts for architectural and. crigi- necting services are negotiated under Title IX of the Federal Property and Administrative Services Act of 1949, or equivalent State (or airport sponsor for FAA) qualifications-bascd require - merits. For FHWA and UNITA pro- grarns, this provision applies except to the extent that a State adopts or has adopted by statute a formal procedure for the procurement of such services. [53 FR 8086 arid 8O1i7, Mar. 11, 1988, as amend- ed at 53 FR 8087, Mar. 11, 19118; 60 FR. 19639, 19647, Apr, 19, 19951 ) States, States shall follow -state la nd procedures when awarding and adm istering subgrants (whether on a cost inbursernent or fixed amount basis) financial assistance to local and Inds tribal governments. States shall: (1) Ensur that every subgran€ i eludes ally ch scs required by Fed a1 statute and exe. utive orders and cir implementing r Mations; (2) Ensure t1l t subgrante s are aware of requillmts impo d upon them by Federal sty ate a regula- tion; (3) Ensure that a pro ' on for com- pliance with § 18.42 is -iced in every cost rcjrnbursemunt s �r t; and (4) Conform aany - vana s of grant funds to subgrant subst nLially to the same standa s of ti int; and amount that appl to cash adv ices by Federal agencie (b) 1111 outer antees. All other rant- ecsthe provisions this is part �Jhicli c applicable t a .0 awal ing agencies = en awarding and ad in- istering s grants (whether on a c A reimburs ent or fixed amount bast offina ial assistance to local and In dian rival governments. Grantees shall, (I Ensure that every subgrant in- cl es a provision f 133 Exhibit E Exhibit E ® Certification for Federal -Aid Contracts The Local Agency certifies, by signing this Agreement, to the best of its knowledge and belief, that: No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting; to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, Agreement, load, 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 compete 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. Submission of this certification is a prerequisite for making; or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than 5100,000 for each such failure. The prospective participant also agree by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub -recipients shall certify and disclose accordingly. Required by 23 CFR 635.112 Exhibit E —Page l of l REQUIRED CONTRACT PROVISIONS FEDERAL -AID CONSTRUCTION CONTRACTS 1, General II. Nondiscrimination III. Nonsegregated Facilities IV. Davis -Bacon and Related Act Provisions V. Contract Work Hours and Safety Standards Act Provisions Vi. Subletting or Assigning the Contract VII, Safety: Accident Prevention Vill. False Statements Concerning Highway Projects IX. Implementation of Clean Air Act and Federal Water Pollution Control Act X. Compliance with Govemmentwide Suspension and Debarment Requirements XI. Certification Regarding Use of Contract Funds for Lobbying ATTACHMENTS A. Employment and Materials Preference for Appalachian Development Highway System or Appalachian Local Access Road Contracts (included in Appalachian contracts only) 1. GENERAL 1. Form FHWA-1273 must be physically incorporated in each construction contract funded under Title 23 (excluding emergency contracts solely intended for debris removal). The contractor (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 a0 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 contractors immediate superintendence and to all work performed on the contract by piecework, station work, or by subcontract. Exhibit F FHWA-1273 -- Revised May 1, 2012 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. 11. 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 Order 11246, 41 CFR 60, 29 CFR 1625-1627, Title 23 USC Section 140, the Rehabilitation Act of 1973, as amended (29 USC 794), Title VI of the Civil Rights Act of 1964, as amended, and related regulations including 49 CFR Parts 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 VI of the Civil Rights Act or 1964, as amended, and related regulations including 49 CFR Parts 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 (LIS 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 (26 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 of this contract, the contractor agrees to comply with the following minimum specific requirement 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: "It is the policy of this Company to assure that applicants are employed, and that employees are treated during employment, without regard to their race, religion, sex, color, national origin, age or disability. Such action shall inctude: employment, upgrading, demotion, or transfer: recruitment or recruitment advertising: layoff or termination; rates of pay or other forms of compensation: and selection for training, including apprenticeship, pre -apprenticeship, and/or on-tha- job training." 2. EEO Officer: The contractorwiil designate and make known to the contracting officers an EEO Officer 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 wilt 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 contractors 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 setting forth the contractor's EEO policy wilt be placed in areas readily accessible to employees, applicants for employment and potential employees. e. The contractors 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. Exhibit F 4. Recruitment: 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 event the contractor has a valid bargaining agreement providing for exclusive hiring hall referrals, the contractor is expected to observe the provisions of that agreement to the extent 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 of every 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 contractor will promptly take corrective action. If the review indicates that the discrimination may extend beyond the actions reviewed, such corrective action shall include all affected persons. d. The contractor will promptly 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 corrective action within a reasonable time. If 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 current employees. Such efforts should be aimed at developing full journey 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 of contract 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 contractor 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: If 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 qualifying 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 event the 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 from 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 Exhibit F 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 shalt take all necessary and reasonable steps to ensure nondiscrimination in the administration of this contract. a. The contractor shall 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 by 49 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. 11. 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 currently engaged in each work classification required by the contract work, This information is to be reported on Form FHWA-1391, The staffing data should represent the project work force on board in all or any part of the last payroll period preceding the end of July. if 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 x10,000 or more. The contractor must ensure that facilities provided for employees are provided in such a manner that segregation an the basis of race, color, religion, sex, or national origin cannot result. The contractor may neither require such segregated use by written 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 facilities are segregated. The term "facilities" includes waiting rooms, work areas, restaurants and other eating areas, time clacks, 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 shalt 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 requirements 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 full 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) of the Davis -Bacon Act on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions Exhibit F 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(x)(4). 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 l.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 officer 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) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the contracting officer agree an 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 20210. The Administrator, or an authorized representative, will approve, modify, 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 officer or will notify the contracting officer within the 30 -day period that additional time is necessary. (4) The wage rate (including fringe benefits where appropriate) determined pursuant to paragraphs 1.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. If 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 written request of the contractor, that the applicable standards of the 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 written 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 accred 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 of failure 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 of the 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(b)(2)(B) of the Davis - Exhibit F Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the pian 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 benefits. 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 submitted shall set out accurately and completely all of the information required to be maintained under 29 CFR 5.5(a)(3)(i), except that full social security numbers and home addresses shall not be included on weekly transmittals. Instead the payrolls shall only need to include an individually identifying number for each employee e.g. , the last four digits of the employee's social security number). The required weekly payroll information may be submitted in any form desired. Optional Form WH -347 is available for this purpose from the Wage and Hour Division Web site at http://www.dot.govfesalwhd/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. It 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 submitted 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 shalt certify the following: (i) That the payroll for the payroll period contains the information required to be provided under §5,5 (a)(3)(H) of Regulations, 29 CFR part 5, the appropriate information is being maintained under §5.5 (a)(3)(i) of Regulations, 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 indirectly, 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 set forth 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 of title 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 representatives to interview employees during working hours on the job. If 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 permitted 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 Administration, 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, In 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 specified in the registered program for the apprentice's level of progress, expressed as a percentage of the journeymen hourly Exhibit F rate specified in the applicable wage determination. Apprentices shall be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If 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 Office 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 of the journeyman hourly rate specified in the applicable wage determination. Trainees shalt be paid fringe benefits in accordance with the provisions of the trainee program. If 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 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, In the event the Empioyment and Training Administration withdraws approval of a training program, the contractor will no longer be permitted 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 requirements of Executive Order 11246, 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 IV. 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 of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12, S. 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 of the labor standards provisions of this 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 5, 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 of section 3(a) of the 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. Exhibit F V. CONTRACT WORK HOURS AND SAFETY 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 of forty 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 territory), 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 written 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 satisfy 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 subcontracts. 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 from 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, and 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 subcontractor, 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 responslble 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 Items" 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 VI 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 of the contract shall be sublet, assigned or otherwise 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 Exhibit E evidenced in writing and that it contains all pertinent provisions and requirements of the prime contract. 5. The 30% self -performance requirement of paragraph (1) is not applicable to design -build contracts; however, contracting agencies may establish their own self -performance requirements, VI[. SAFETY. ACCIDENT PREVENTION T h i s p r o v i s i o n i s applicable to all Federal -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 taws governing safety, health, and sanitation (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. It is a condition of this contract, and shall be made a condition of each subcontract, which the contractor enters into pursuant to this contract, that the contractor and any subcontractor shall not permit any employee, in performance of the contract, to work in surroundings or under conditions which are unsanitary, hazardous or dangerous to hislher 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 tabor 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 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C,3704). Vill, FALSE STATEMENTS CONCERNING HIGHWAY PROJECTS T h i s p r o v i s i o n i s applicable to all Federal -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 Federal -aid 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. 11320 reads as follows "Whoever, being an officer, agent, or employee of the United States, or of any State a 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 performed 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 false statement or false representation as to material fact in any statement, certificate, or report submitted pursuant to provisions of the Federal -aid Roads Act approved July 1, 1916, (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 bidlproposaI or the execution of this contract, or subcontract, as appropriate, the bidder, proposer, Federal -aid 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, INELIGIBILITY 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 525,000 or more — as defined in 2 CFR Parts 180 and 1200, 1. Instructions for Certification — 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 Exhibit F covered transaction. The prospective first tier participant shali 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 shalt 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. If 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), "Lower 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). 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, U, The prospective first tier participant further agrees by submitting this proposal that 4 will include the clause titled "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 lower 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 otherwise ineligible to participate in covered transactions. To verify 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:lfwww.eols.00v/), 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 instrucfions, if a participant in a covered transaction knowingly enters into a lower tier covered 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 or default, 2. Certification Regarding Debarment, 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 from 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 offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under 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 (a)(2) of this certification; and (4) Have not within a three-year period preceding this applica€ioniproposal had one or more pubic 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. Instructions for Certification - 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, If 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 10 Exhibit F this transaction originated may pursue available remedies, including suspension andlor 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 180 and 1200. 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), `Lower 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 tower Tier Participants (such as subcontractors and suppliers), e. The prospective lower 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, orvoluntarily 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 otherwise ineligible to participate in covered transactions. To verify 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 (https:fivrww.epls,govl), 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 a of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered 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 Exhibit F department or agency with which this transaction originated may pursue available remedies, including suspension andfor debarment. Certification 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 tower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. 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 prospective 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. 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 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 falls to file the required certification shall be subject to a civil penalty of not less than 510,000 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. 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 supervisory 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 (1c) 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. If during the course of the contract work, the information submitted 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. If, within one week following the placing of a job order by the contractor with the State Employment Service, the State Employment 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 region. 12 Exhibit F 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 G LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST The following checklist has been developed to ensure that all required aspects of a project approved for Federal funding have been addressed and a responsible party assigned for each task. After a project has been approved for Federal funding in the Statewide Transportation Improvement Program, the Colorado Department of Transportation (CDOT) Project Manager, Local Agency Project Manager, and CDOT Resident Engineer prepare the checklist. It becomes a part of the contractual agreement between the Local Agency and CDOT. The CDOT Agreements Unit will not process a Local Agency agreement without this completed checklist. It will be reviewed at the Final Office Review meeting to ensure that all parties remain in agreement as to who is responsible for performing individual tasks. xvii Exhibit G COLORADO DEPARTMENT OF TRANSPORTATION LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST Project No. STIP No. Project Code I Region SHO 0821-100 4.1 1 Authorize funding by phases (COOT Form 418 - Federal -aid Program Data, Requires FHWA con cu rrencelinvotvement TBD 19212 E 3 1 Project Location Date EI Jebel Road in EI Jebel, Colorado 2114117 Project Description Reconstruction of EI Jebel Road with the installation of a roundabout at EI Jebel Road and Shadowrock Drive Local Agency Local Agency Project Manager Eagle County Taylor Ryan COOT Resident Engineer COOT Project Manager Brian Killian Brian Killian INSTRUCTIONS: This checklist shall be utilized to establish the contract administration responsibilities of the individual parties to this agreement. The checklist becomes an attachment to the Local Agency agreement. Section numbers correspond to the applicable chapters of the CBOT Local Agency Manual. The checklist shall be prepared by placing an "X" under the responsible party, opposite each of the tasks. The °X" denotes the party responsible for initiating and executing the task. Only one responsible party should be selected. When neither CDOT nor the Local Agency is responsible for a task, not applicable (NA) shall be noted. In addition, a V" will denote that COOT must concur or approve. Tasks that will be performed by Headquarters staff will be indicated. The Regions, in accordance with established policies and procedures, will determine who will perform all other tasks that are the responsibility of COOT. The checklist shall be prepared by the COOT Resident Engineer or the COOT Project Manager, in cooperation with the Local Agency Project Manager, and submitted to the Region Program Engineer. if contract administration responsibilities change, the COOT Resident Engineer, in cooperation with the Local Agency Project Manager, will prepare and distribute a revised checklist. Note: Failure to comply with applicable Federal and State requirements may result in the loss of Federal or State participation in fundin . NO. DESCRIPTION OF TASK ' RESPONSIBLE PARTY LA CDOT TIP 1 STIP AND LONG-RANGE PLANS 2.1 T Review Proiect to ensure it is consistent with STIP and amendments thereto X FEDERAL FUNDING OBLIGATION AND AUTHORIZATION 4.1 1 Authorize funding by phases (COOT Form 418 - Federal -aid Program Data, Requires FHWA con cu rrencelinvotvement X PROJECT DEVELOPMENT 5.1 Prepare Design Data - COOT Form 463 X 5.2 Prepare Local Agency/CDOT Inter -Governmental Agreement see also Cha ter 3 X 5.3 Conduct Consultant SelectionlExecute Consultant Agreement • Project Development • Construction Contract Administration(including Fabrication Inspection Services X X 5.4 Conduct Design Scoping Review Meeting X 5.5 Conduct Public Involvement X 5.6 Conduct Field Inspection Review FIR X 5.7 Conduct Environmental Processes (may require FHWA concurrencelinvolvement X 5.8 Acquire Right -of -Way ma require FHWA concurrencelinvolvement) X 5.9 Obtain Utility and Railroad Agreements X 5.10 Conduct Final Office Review FOR X CDOT Farm 1243 3118 Page 1 of 4 Previous editions are obsolete and may not be used. Exhibit G CDOT Form 1243 3116 Page 2 of 4 Previous editions are obsolete and may not be used. RESPONSIBLE NO. DESCRIPTION OE TASK PARTY LA CDOT 5.11 Justif Force Account Work by the Local Agency X 5.12 Justify Proprietary, Sole Source, or local 'kgency Furnished Items X 5.13 Document Design Exceptions - CDOT Form 464 X 5.14 Prepare Plans, Specifications, Construction Cost Estimates and Submittals X 5.15 Ensure Authorization of Funds for Construction X PROJECT DEVELOPMENT CIVIL RIGHTS AND LABOR COMPLIANCE 6.1 Set Disadvantaged Business Enterprise (DBE) Goals for Consultant and Construction X Contracts CDOT Region EEO/Civil Ri hts S eciaiist). 6.2 Determine Applicability of Davis -Bacon Act X This project ❑ is ® is not exempt from Davis -Bacon requirements as determined by the functional classification of the project location (Projects located on local roads and rural minor collectors may be exempt.) Brian Killian 2114117 CDOT Resident Engineer Si nature on File Date 6.3 Set On -the -Job Training Goals COOT Region EEOICMI Rights Specialist) X 6.4 Title VI Assurances X Ensure the correct Federal Wage Decision, all required Disadvantaged Business X Enterprise/On-the-Job Training special provisions and FHWA Form 1273 are included in the Gontrack COOT Resident En ineer ADVERTISE, BID AND AWARD of CONSTRUCTION PROJECTS 7.1 Obtain Approval for Advertisement Period of Less Than Three Weeks X 7.2 Advertise for Bids X 7.3 Distribute "Advertisement Set" of Plans and Specifications X 7.4 Review Worksite and Plan Details with Prospective Bidders While Project Is Under X Advertisement 7.5 Oen Bids X 7.6 Process Bids for Com fiance Check CDOT Form 1415 —Commitment Confirmation when the low bidder meets DBE oals X M= Evaluate CDOT Form 1416 - Good Faith Effort Report and determine if the Contractor has made a good faith effort when the low bidder does not meet DBE oafs X Submit required documentation for CDOT award concurrence X 7.7 Concurrence from CDOT to Award X 7.8 A prove Reiection of Low Bidder X 7.9 Award Contract X 7,1 Provide "Award" and "Record" Sets of Plans and S ecifications X CONSTRUCTION MANAGEMENT 8.1 issue Notice to Proceed to the Contractor X 8.2 Project Safety X 8.3 Conduct Conferences: Pre- Construction Conference(Appendix B ? { - • Fabrication Inspection Notifications X w Pre -survey =° Construction staking X w^ Monumentation X Partnering (Optional) X FStructural Concrete Pre -Pour (Agenda is in MOT Construction Manua! X F ? Concrete Pavement Pre -Paving (Agenda is in CDOT Construction Manual) X HMA Pre -Paving (Agenda is in COOT Construction Manua!) X 8.4lV Develop and distribute Public Notice of Planned Construction to media and local residents X CDOT Form 1243 3116 Page 2 of 4 Previous editions are obsolete and may not be used. Exhibit G CBOT Form 1243 3116 Page 3 of 4 Previous editions are obsolete and may not be used. RESPONSIBLE NO. DESCRIPTION OF TASK PARTY LA CBOT 8.5 su ervise Construction A Professional Engineer (PE) registered in Colorado, who will be "in responsible charge of o� construction supervision." Taylor Ryan_ (970) 3328-3562 Local Agency Professional Engineer or Phone number X CDOT Resident Engineer Provide competent, experienced staff who will ensure the Contract work is constructed in > accordance with the plans andspecifications X ,.,.. Construction inspection and documentation X ` s ; Fabrication Inspection and documentation X 8.6 Approve Shop Drawings X X 8.7 Perform Traffic Control Inspections X 8.8 Perform Construction Su rve in X 8.9 Monument Rt ht-of-Wa X 8.10 Prepare and Approve Interim and Final Contractor Pay Estimates. Collect and review CDOT X Form 1418 (or equivalent) Provide the name and phone number of the person authorized for this task. Taylor Ryan (970) 328-3562 Local A enc Re reseniative Phone number 8.11 1 Prepare and Approve Interim and Final Ufilit and Railroad Billin s X 8.12 Prepare and Authorize Chan a Orders X 8.13 Submit Change Order Package to CDOT X 8.14 Prepare Local Agency Reimbursement Re uests X 8.15 Monitor Project Financial Status X 8.16 Prepare and Submit Monthly Progress Reports X 8.17 Resolve Contractor Claims and Disputes X 8.18 Conduct Routine and Random Project Reviews Provide the name and phone number of the person responsible for this task. X Brian Killian (970) 683-6285 CDOT Resident Engineer Phone number 8.19 1 Ongoing Oversight of DBE Participation X MATERIALS 9.1 Discuss Materials at Pre -Construction Meeting X • Buy America documentation required prior to installation of steel 9.2 Complete CDOT Form 250 - Materials Documentation Record • Generate form, which includes determining the minimum number of required tests and X applicable material submittals for all materials placed on the project • Update the form as work progresses X • Complete and distribute form after work is completed X 9.3 Perform Project Acceptance Samples and Tests X 9.4 Perform Laboratory Verification Tests X 9.5 Accept Manufactured Products X Inspection of structural components: • Fabrication of structural steel and pre -stressed concrete structural components X • Bridge modular expansion devices (0" to 6" or greater) X • Fabrication of bearing devices X 9,6 1 Approve Sources of Materials X 9.7 Independent Assurance Testing (IAT), Local Agency Procedures CDOT Procedures • Generate IAT schedule NIA • Schedule and provide notification NIA • Conduct IAT NIA CBOT Form 1243 3116 Page 3 of 4 Previous editions are obsolete and may not be used. Exhibit G NO. DESCRIPTION OF TASK RESPONSIBLE PARTY LA CDOT 9.8 Approve mix designs • Concrete • Hot mix asphalt X X 9.9 Check Final Materials Documentation X 9.10 Complete and Distribute Final Materials Documentation X I CONSTRUCTION CIVIL RIGHTS AND LABOR COMPLIANCE 10.1 Fulfill Project Bulletin Board and Pre -Construction Packet Re uirements X 10.2 Process COOT Form 205 - Sublet Permit Application Review and sign completed COOT Form 205 for each subcontractor, and submit to EEO/Civil Rights Specialist X 10.3 Conduct Equal Employment Opportunity and Labor Compliance Verification Employee Interviews. Complete CDOT Form 280 X 10.4 Monitor Disadvantaged Business Enterprise Participation to I=nsure Compliance with the "Commercially Useful Function" Requirements X 10.5 Conduct Interviews When Project Utilizes On -the -Job Trainees. + Complete COOT Form 1337 — Contractor Commitment to Meet OJT Requirements. • Complete COOT Form 838— OJT Trainee /Apprentice Record. • Complete CDOT Form 200 -OJT Training Questionnaire X X X X 10.6 Check Certified Payrolls Contact the Region EEOICivil Rights Specialists for training requirements.) X 113.7 Submit FHWA Form 1391 - Hi hwa Construction Contractor's Annual EEO Re ort X FINALS 11.1 Conduct Final Project Inspection. Complete and submit COOT Form 1212 - Final Acceptance Report (Resident Engineer with mandatory Local Agency participation.) X 11.2 Write Final Project Acceptance Letter X 11.3 Advertise for Final Settlement X 11.4 Prepare and Distribute Final As -Constructed Plans X 11.5 Prepare EEO Certification and Collect EEO Forms X 11.8 Check Final Quantities, Plans, and Pay Estimate; Check Project Documentation; and submit Final Certifications X 11.7 Check Material Documentation and Accept Final Material Certification See Chapter 9 X 11.8 Obtain CDOT Form 1419 from the Contractor and Submit to the CDOT Project Mana er X 11.9FHWA Form 47 discontinued NIA 11.10 Complete and Submit COOT Form 1212 — Final Acceptance Report(by,CDOT X 11.11 Process Final Payment X 11.12 Com tete and Submit CDOT Form 950 - Project Closure X 11.13 Retain Project Records for Six: Years from Date of Pro'ec# Closure X 11.1.4 Retain Final Version of Local Agency Contract Administration Checklist X cc: COOT Resident Engineer/Project Manager COOT Region Program Engineer COOT Region EEO/Civil Rights Specialist COOT Region Materials Engineer COOT Contracts and Market Analysis Branch Local Agency Project Manager CDOT Form 1243 3/16 Page 4 of 4 Previous editions are obsolete and may not be used. Fxhihit C-, COLORADO DEPARTMENT OF TRANSPORTATION PROJECT INDEPENDENT ASSURANCE SAMPLING & TESTING SCHEDULE em Contract ID: Project ND.:System Basis: Page 19212 SHO 0621-100 Y 1 of 1 Project Engineer: Resident Engineer: Brian Killian Sean Yeates Project Location: SH 8 & El Jebel Road Interchange fm r Quantity Units Identification & Test Performed # of Samples CDOT Field Date Field Indep, Assur. Req, Actual Form # Sheet # MMIDDNY Tester (QA) Tester (IA) LEA Final Quantity: Final Quantity: Final Quantity: Final Quantity: Project Mat'is Lab Inspected By: Date: In accordance with Item 620.03 and CP 10. 43/9 Developed y: Corinne Spor Date: 1/2672017 The above schedule is an estimate of CDOT Independent Assurance samples and tests requirod on this project. The number of samples required is also the number of each type of test for the specific item in the IA Frequency Guide Schedule for Evaluation unless otherwise noted. All equipment was independent except as noted: Initial pprova y: Babaft Moore Date: 1/30121317 Final Approvaly: (Region Materials Engineer) Jeremy Lucero Date: Dislributlon: PRE by Region Materials, POST by Project Engr: _ Region Materials Engr — wl Form #473 _ Resident Engineer e wt Form #473 Project Engineer ,�,, wl Form #473 — Project Tester _ NIA ® Doc, Unit, Central Lab _ wl Form #473 The Project Independent Assurance Sampling & Testing Schedule developed for titin project has been substantially followed and the test results of the IA samples are within "Unor Differences" of the project acceptance sample test results, (Exceptions to this statement, such as "Significant Differences", have been previously commented on and documented when the test results were reported of are explained an this form or on an attached sheet.) Project Review By: (Project Engineer) Date: CDOT Form #379 7114 Exhibit H Exhibit H GENERAL TITLE VI CONTRACT PROVISIONS During the performance of this Agreement, the Consultant, for itself, its assignees, and successors in interest (hereinafter referred to as the "Contractor") agrees as follows: 1. Compliance with Regulations: The Contractor (hereinafter includes consultants) will comply with the Acts and Regulations relative to non-discrimination in Federally -assisted programs of the U.S. Department of Transportation, as they may be amended from time to time, which are herein incorporated and made a part of this Agreement. 2. Non-discrimination: The Contractor, with regard to the work performed by it during the Agreement, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Contractor will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. 3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation €rade by the Contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the Contractor of the Contractor's obligations under this Agreement and the Acts and Regulations relative to non-discrimination on the grounds of race, color, or national origin. 4. Information and Reports: The Contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Recipient, State of Colorado or the Federal Highway Administration to be pertinent to ascertain compliance with such Acts, Regulations, and instructions. Where any information required of a Contractor is in the exclusive possession of another who fails or refuses to furnish the information, the Contractor will so certify to the Recipient, State of Colorado or Federal Highway Administration, as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of a Contractor's noncompliance with the non-discrimination provisions of this contract, the Recipient will impose such contract sanctions as it or the State or Federal Highway Administration may determine to be appropriate, including but not limited to: a. withholding payments to the Contractor under the Agreement until the Contractor complies; and/or Exhibit H b. cancelling, terminating, or suspending a contract, in whole or in part. 6. Incorporation of Provisions: The Contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The Contractor will take action with respect to any subcontract or procurement as the Recipient or the State or Federal Highway Administration may direct as a means of enforcing such provisions including sanctions for noncompliance, provided that, if the Contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the Contractor may request the Recipient to enter into any litigation to protect the interests of the Recipient. In addition, the Contractor may request the United States to enter into the litigation to protect the interests of the United States. PERTINENT NON-DISCRIMINATION AUTHORITIES During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "Contractor") agrees to comply with the following non- discrimination statutes and authorities; including but not limited to; Pertinent Non -Discrimination Authorities: - Title V1 of the Civil Rights Act of 1964 (42 U.S.C. §2000d et seq., 78 stat.252), (prohibits discrimination on the basis of race, color, national origin); and 49 CFR Part 21. - The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. §4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal -aid programs and projects); - Federal -Aid Highway Act of 1973, (23 U.S.C. §324 et seq.), (prohibits discrimination on the basis of sex); - Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. §794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; - The Age Discrimination Act of 1975, as amended, (42 U.S.C. §6101 et seq.), (prohibits discrimination on the basis of age); - Airport and Airway Improvement Act of 1982, (49 U.S.C. §471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, or sex); - The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened scope, coverage and applicability of Title V1 of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal -aid recipients, sub -recipients and contractors, whether such programs or activities are Federally funded or not); - Title iI and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation Exhibit H systems, places of public accommodation, and certain testing entities (42 U.S.C.§§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38: The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. §47123) (prohibits discrimination on the basis of race, color, national origin, and sex); Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low -Income Populations, which ensures against discrimination of minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEI' persons have meaningful access to your programs (70 Fed.Reg. at 74087 to 74100), - Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et .see.).