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HomeMy WebLinkAboutC18-299 Sopris EngineeringAGREEMENT 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 May 2, 2018 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, Consultant and County entered into an agreement on April 11, 2017, for the performance by Consultant of engineering/construction administration services during the construction project for improvements to El Jebel Road at the Shadowrock Drive intersection in the unincorporated area of Eagle county, Colorado (“Project”), with compensation to Consultant in the amount of $170,600 (“Original Agreement”); and WHEREAS, the Project was completed in 2017 and included 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; and WHEREAS, the Colorado Department of Transportation (hereinafter “CDOT”) 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, the Original Agreement with Consultant expired on May 1, 2018; and WHEREAS, additional work is required by the Consultant to complete the Project, Project books and final documentation in order to satisfy the requirements of the Grant Agreement; 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 additional work required to complete the Project. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Consultant and County agree as follows: DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E 2 Eagle County Prof Services Final 5/14 1. Services. Consultant was retained to provide engineering/construction administration services in connection with the agreement between County and Johnson Construction, Inc. for construction of the Project (“Construction Agreement”). A copy of the fully executed Construction Agreement was supplied to Consultant and Consultant performed 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 additional services required to complete the Project as set forth on Exhibit A, attached hereto and incorporated herein (collectively the “Services” or “Work”). 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. 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 September 28, 2018. 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 28th day of September, 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, 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 DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E 3 Eagle County Prof Services Final 5/14 such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 5. Compensation. County shall compensate Consultant for the performance of the Services in a sum computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not exceed $33,607.50. 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. e. 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, Sec. 20). 6. 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 Schmueser Gordon Meyer, Inc. (“SGM”) to set the right of way DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E 4 Eagle County Prof Services Final 5/14 monuments for the Project and as Consultant’s subcontractor. Fees of 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 performance 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 $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. 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 DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E 5 Eagle County Prof Services Final 5/14 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-VII. iv. Consultant’s insurance coverage shall be primary and non-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 (5) 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 minimum limits and shall furnish County a new certificate of insurance showing such coverage. 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 terminate 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 DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E 6 Eagle County Prof Services Final 5/14 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 costs, 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. 9. 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 sole 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 the provision of Services under this Agreement (collectively with any works, information or other items delivered to the Consultant and all intellectual property rights and applications relating to any of the foregoing, (“Work 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 all 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 DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E 7 Eagle County Prof Services Final 5/14 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 permitted 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 mail, 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 confirmation 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 81631 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 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: ynichol@sopriseng.com DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E 8 Eagle County Prof Services Final 5/14 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 will 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. (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 the State of Colorado. DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E 9 Eagle County Prof Services Final 5/14 14. Execution by Counterparts; 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 agreement for performance 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-employee, 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. 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 the 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. DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E 10 Eagle County Prof Services Final 5/14 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 party. h. 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. l. The Consultant, if a natural person eighteen (18) 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 applicable shall comply with C.R.S. 24-76.5-103 prior to the effective date of this Agreement. m. 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 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: DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E 11 Eagle County Prof Services Final 5/14 (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. 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. DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E 12 Eagle County Prof Services Final 5/14 16. 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. 8-17.5-101, 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 all 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 confirmed the employment eligibility of all employees who are newly hired for employment to perform 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: https://www.uscis.gov/e-verify 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 services knowingly employs or contracts with an undocumented individual, 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 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. DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E 13 Eagle County Prof Services Final 5/14 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 for breach of this provision of this Agreement, Consultant shall be liable for actual and consequential damages to 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 INTENTIONALLY LEFT BLANK] DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E 14 Eagle County Prof Services Final 5/14 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its COUNTY MANAGER By: ______________________________ Jeff Shroll, County Manager CONSULTANT: SOPRIS ENGINEERING, LLC By:________________________________ Print Name: _________________________ Title: ______________________________ DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E Member Yancy Nichol 15 Eagle County Prof Services Final 5/14 EXHIBIT A (scope of work and schedule of fees) DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E DATE 3/29/2018 INVOICE # 110455063 BILL TO Eagle County Attn: Taylor Ryan, PE taylor.ryan@eaglecounty.us FROM 4/26/17 TO 5/25/17 SE JOB NO 16261.02 JOB Eagle County Roundabout DESCRIPTION ADD'L SERVICES Total Billing civil consultants 502 main street • suite A3 • carbondale, CO 81623 • (970) 704-0311 • fax (970) 704-0313 SOPRIS ENGINEERING • LLCSOPRIS ENGINEERING • LLCSOPRIS ENGINEERING • LLCSOPRIS ENGINEERING • LLC 502 Main Street, Suite A-3 Carbondale, CO 81623 A SERVICE CHARGE OF 1.5% PER MONTH WILL BE ADDED ON ALL ACCOUNTS 30 DAYS PAST DUE ENGINEERING AND SURVEYING SERVICES QTY RATE AMOUNT ADDITIONAL SERVICES PERFORMED FOR EL JEBEL ROUNDABOUT: (REVISED TO REPLACE PREVIOUSLY ISSUED INVOICE #110452714) 1) COORDINATIVE WITH COUNTY TO OBTAIN AUTO CAD DESIGN AND EXISTING CONDITIONS FILE TO UTILIZE FOR CONSTRUCTION LAYOUT. 2) COORDINATE WITH COUNTY, CONTRACTOR AND PRENTICE H. REGARDING THE REDESIGN OF THE DRIVEWAY ACCESS TO LOT 1 DUE TO THE ORIGINAL DESIGN ROUTING DRIVEWAY RIGHT NEXT TO BUILDING, UNDERNEATH COVERED PATIO AND TOO CLOSE TO EXISTING LIGHT POLE. 3) OFFICE WORK NECESSARY TO CREATE STAKE OUT PACKAGE FOR REDESIGN OF ACCESS TO LOT 1, SEND TO SURVEYOR TO LAYOUT. 4) OFFICE WORK NECESSARY TO REVISE AND DISTRIBUTE CURB DETAILS TO INCREASE CLASS 6 DUE TO INCONSTRUCTIBLITY OF DETAIL AS DESIGNED. 5) OFFICE WORK NECESSARY TO REVIEW AS BUILT TIE IN INFORMATION FROM SURVEYOR ON NORTH, WEST AND EAST LEGS OF ROUNDABOUT AND FAVRE DRIVE. 6) OFFICE WORK NECESSARY TO REDESIGN NORTH EL JEBEL ROAD TIE IN DUE TO ELEVATION BUST AND UTILITY CONFLICTS IN ORIGINAL DESIGN. COORDINATE WITH THE COUNTY TO REVIEW PROPOSED REDESIGN. 7) OFFICE WORK NECESSARY TO REDESIGN SHADOWROCK DRIVE TIE IN DUE TO ELEVATION BUS IN ORIGINAL DESIGN. 8) OFFICE WORK NECESSARY TO CREATE 3D SURFACE TO FACILITATE STAKE OUT DUE TO LACK OF INFORMATION ON THE PLAN SET AND SEND TO SURVEYOR TO UTILIZE IN LAYOUT. Page 1 Exhibit A DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E DATE 3/29/2018 INVOICE # 110455063 BILL TO Eagle County Attn: Taylor Ryan, PE taylor.ryan@eaglecounty.us FROM 4/26/17 TO 5/25/17 SE JOB NO 16261.02 JOB Eagle County Roundabout DESCRIPTION ADD'L SERVICES Total Billing civil consultants 502 main street • suite A3 • carbondale, CO 81623 • (970) 704-0311 • fax (970) 704-0313 SOPRIS ENGINEERING • LLCSOPRIS ENGINEERING • LLCSOPRIS ENGINEERING • LLCSOPRIS ENGINEERING • LLC 502 Main Street, Suite A-3 Carbondale, CO 81623 A SERVICE CHARGE OF 1.5% PER MONTH WILL BE ADDED ON ALL ACCOUNTS 30 DAYS PAST DUE ENGINEERING AND SURVEYING SERVICES QTY RATE AMOUNT 9) DAILY COORDINATION WITH SURVEYOR TO REVIEW POINTS FOR STAKE OUT AS A CHECK DUE TO LACK OF INFORMATION ON THE PLAN SET. 10) OFFICE WORK NECESSARY TO CREATE JOINTING PLAN FOR ROUNDABOUT PER DISCUSSIONS WITH MAYS CONCRETE. 11) OFFICE WORK NECESSARY TO REVIEW SGM DESIGN OF FAVRE DRIVE AND COORDINATE WITH CONTRACTOR, EAGLE COUNTY AND PRENTICE H REGARDING DRAINAGE ISSUES WITH DESIGN OF FAVRE DRIVE TIE IN AND POTENTIAL SOLUTIONS. 12) COORDINATE WITH PRENTICE H. AND COUNTY REGARDING LACK OF DRAINAGE INFRASTRUCTURE ON WEST LEG OF ROUNDABOUT. OFFICE WORK NECESSARY TO PERFORM DRAINAGE CALCULATIONS FOR WEST ACCESS AND REDESIGN ACCESS TO INCLUDE INLETS AND DRYWELL. 13) OFFICE WORK NECESSARY TO REVIEW SUBMITTALS FOR INFRASTRUCTURE ASSOCIATED WITH WEST LEG REDESIGN. Principal Engineer, per hour 2 195.00 390.00 Project Engineer, per hour 29 120.00 3,480.00 Design Engineer, per hour 89 100.00 8,900.00 Page 2 $12,770.00 Exhibit A DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E DATE 3/29/2018 INVOICE # 110455064 BILL TO Eagle County Attn: Taylor Ryan, PE taylor.ryan@eaglecounty.us FROM 5/26/17 TO 7/25/17 SE JOB NO 16261.02 JOB Eagle County Roundabout DESCRIPTION ADD'L SERVICES Total Billing civil consultants 502 main street • suite A3 • carbondale, CO 81623 • (970) 704-0311 • fax (970) 704-0313 SOPRIS ENGINEERING • LLCSOPRIS ENGINEERING • LLCSOPRIS ENGINEERING • LLCSOPRIS ENGINEERING • LLC 502 Main Street, Suite A-3 Carbondale, CO 81623 A SERVICE CHARGE OF 1.5% PER MONTH WILL BE ADDED ON ALL ACCOUNTS 30 DAYS PAST DUE ENGINEERING AND SURVEYING SERVICES QTY RATE AMOUNT ADDITIONAL SERVICES PERFORMED FOR EL JEBEL ROUNDABOUT: (REVISED TO REPLACE PREVIOUSLY ISSUED INVOICE #110452694) 1) COORDINATE WITH COUNTY AND JOHNSON REGARDING REDESIGN OF GRADING AT SE CORNER OF LAVA AND EL JEBEL ROAD WHERE DESIGN DRAWINGS CREATED A LOW POINT ADJACENT TO THE ROAD WITH NOWHERE FOR THE WATER TO GO. PROPOSED SOLUTION ISSUED ON 6/13, FOLLOW UP COORDINATION WITH COUNTY AND CONTRACTOR REGARDING COUNTY'S APPROVAL OF THE REDESIGN AND ASSOCIATED INSTALL. 2) COORDINATION WITH COUNTY, CRAWFORDS AND CONTRACTOR REGARDING REDESIGN OF STORM AT EL JEBEL ROAD AND FAVRE LANE TO CREATE POSITIVE DRAINAGE AND ASSOCIATED INFRASTRUCTURE TO ROUTE DRAINAGE TO DITCH. APPROVAL FOR MATERIALS DRAWING ISSUED ON 6/19 AND FOR CONSTRUCTION ISSUED ON 7/5. REFER TO CMOS #5 AND #6 FOR ADDITIONAL INFORMATION ON REDESIGN. 3) COORDINATE WITH UTILITY COMPANIES REGARDING CHANGES IN DESIGN OF 24X38 CMP CROSSING EL JEBEL ROAD CHANGES TO DESIGN DUE TO LACK OF COVER TO HELP DETERMINE IF WE HAVE POTENTIAL CONFLICTS WE NEED TO ADDRESS. 4) COORDINATION WITH COUNTY, CRAWFORDS AND CONTRACTOR REGARDING DESIGN OF IRRIGATION WHICH WAS NOT INCLUDED IN FOR CONSTRUCTION SET. 5) COORDINATE WITH COUNTY AND CONTRACTOR REGARDING PRELIMINARY REDESIGN OF ALTERNATIVES FOR DRAINAGE BETWEEN LOTS 1 AND 2. Page 1 Exhibit A DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E DATE 3/29/2018 INVOICE # 110455064 BILL TO Eagle County Attn: Taylor Ryan, PE taylor.ryan@eaglecounty.us FROM 5/26/17 TO 7/25/17 SE JOB NO 16261.02 JOB Eagle County Roundabout DESCRIPTION ADD'L SERVICES Total Billing civil consultants 502 main street • suite A3 • carbondale, CO 81623 • (970) 704-0311 • fax (970) 704-0313 SOPRIS ENGINEERING • LLCSOPRIS ENGINEERING • LLCSOPRIS ENGINEERING • LLCSOPRIS ENGINEERING • LLC 502 Main Street, Suite A-3 Carbondale, CO 81623 A SERVICE CHARGE OF 1.5% PER MONTH WILL BE ADDED ON ALL ACCOUNTS 30 DAYS PAST DUE ENGINEERING AND SURVEYING SERVICES QTY RATE AMOUNT 6) COORDINATION WITH CONTRACTOR, COUNTY AND CDOT REGARDING CHANGE ORDERS RELATED TO DESIGN CHANGES. OFFICE WORK NECESSARY TO PREPARE JUSTIFICATION LETTER FOR EACH CHANGE ORDER AND SUBMIT TO CDOT. 7) DAILY COORDINATION WITH SURVEYOR TO REVIEW POINTS FOR STAKE OUT AS A CHECK DUE TO LACK OF INFORMATION ON THE PLAN SET. Principal Engineer, per hour 7.5 195.00 1,462.50 Project Engineer, per hour 13.75 120.00 1,650.00 Design Engineer, per hour 36 100.00 3,600.00 Page 2 $6,712.50 Exhibit A DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E DATE 3/29/2018 INVOICE # 110455065 BILL TO Eagle County Attn: Taylor Ryan, PE taylor.ryan@eaglecounty.us FROM 7/26/17 TO 11/25/17 SE JOB NO 16261.01 JOB Eagle County Roundabout DESCRIPTION CONSTRUCTION ADMIN Total Billing civil consultants 502 main street • suite A3 • carbondale, CO 81623 • (970) 704-0311 • fax (970) 704-0313 SOPRIS ENGINEERING • LLCSOPRIS ENGINEERING • LLCSOPRIS ENGINEERING • LLCSOPRIS ENGINEERING • LLC 502 Main Street, Suite A-3 Carbondale, CO 81623 A SERVICE CHARGE OF 1.5% PER MONTH WILL BE ADDED ON ALL ACCOUNTS 30 DAYS PAST DUE ENGINEERING AND SURVEYING SERVICES QTY RATE AMOUNT ADDITIONAL SERVICES PERFORMED FOR EL JEBEL ROUNDABOUT: (REVISED TO REPLACE PREVIOUSLY ISSUED INVOICE #110449578) 1) COORDINATION WITH COUNTY TO PREPARE DESIGN ALTERNATIVE FOR DRAINAGE BETWEEN LOT 1 AND LOT 2. 2) COORDINATION WITH COUNTY AND CONTRACTOR ON GREAT FINDS GRADING SOLUTION. 3) COORDINATE WITH SURVEYOR ON EXTENTS OF ADDITIONAL EXISTING CONDITIONS SURVEY NEEDED TO DESIGN NORTH SIDEWALK. 4) OFFICE WORK NECESSARY TO DOWNLOAD POINTS FROM SURVEYOR, CREATE SURFACE AND DESIGN NEW NORTH SIDEWALK CONNECTION, CUT SECTIONS AND CHECK TIE IN POINTS. 5) COORDINATE WITH CONTRACTOR, COUNTY AND CRAWFORD PROPERTIES ON BLUE MECHANIC PARKING FIX. 6) COORDINATE WITH CONTRACTOR, COUNTY AND CDOT REGARDING CHANGE ORDERS RELATED TO DESIGN CHANGES. OFFICE WORK NECESSARY TO PREPARE JUSTIFICATION LETTER FOR EACH CHANGE ORDER AND SUBMIT TO CDOT. MAKE REVISIONS BASED UPON CDOT’S COMMENTS, COORDINATE WITH CONTRACTOR TO OBTAIN SIGNATURE AND SUBMIT FINAL VERSION TO CDOT. Principal Engineer, per hour 4 195.00 780.00 Project Engineer, per hour 60 120.00 7,200.00 Design Engineer, per hour 32 100.00 3,200.00 Technician, per hour 10.5 90.00 945.00 $12,125.00 Exhibit A DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E Exhibit ADocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E 16 Eagle County Prof Services Final 5/14 EXHIBIT B Insurance Certificates DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person) $ OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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(ies) 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 this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD MELISSAA 07/31/2018 SOPRENG-02 A CUP3662T340 A BA3471X792 A UB5K3817001847G A 6806H851605 A 105244605 1,000,000 1,000,000 1,000,000 10,000 1,000,000 1,000,000 2,000,000 1,000,000 2,000,000 5,000 1,000,000 1,000,000 1,000,000 XX X X X X X X X X X 02/01/2018 02/01/2019 02/01/2018 02/01/2019 02/15/2018 02/15/2019 06/01/2018 06/01/2019 02/01/2018 02/01/2019 Holder is Additional Insured under General Liability with respect to Ongoing Operations as required by written contract. General Liability and Auto Liability coverage is Primary & Non-Contributory as required by written contract. Waiver of Subrogation applies to General Liability, Auto Liability and Workers Compensation. *** See Holder Notes *** Certificate Holder Note: 30 Days Notice of Cancellation for other than Non-Payment of premium applies to General Liability, Auto Liability Neil-Garing Insurance an affiliate of Mountain West Insurance & Financial Services, LLC PO Box 1576 Glenwood Springs, CO 81602 (970) 945-2350(970) 945-9111 Eagle County & State of Colorado (CDOT) PO Box 850 Eagle, CO 81631 Sopris Engineering, LLC Mark Beckler &/or Yancy Nichol 502 Main Street, Ste A3 Carbondale, CO 81623 Travelers Property Casualty Co of America 19046 X X Y 1 X X X Per Claim 1,000,000Professional DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E 17 Eagle County Prof Services Final 5/14 EXHIBIT C Grant Agreement and Amendments DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E Exhibit C DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E Exhibit C DocuSign Envelope ID: 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219C1E64-C191-4EC5-928C-BFB0BE5D1A6E Exhibit C DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E Exhibit C DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E Exhibit C DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E Exhibit C DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E Exhibit C DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E Exhibit C DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E Exhibit C DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E Exhibit C DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E Exhibit C DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E Exhibit C DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E Exhibit C DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E Exhibit C DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E Exhibit C DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E 18 Eagle County Prof Services Final 5/14 EXHIBIT D (49 C.F.R. 18.36(i)) DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E Exhibit DDocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E Exhibit DDocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E 19 Eagle County Prof Services Final 5/14 EXHIBIT E CERTIFICATION FOR FEDERAL AID CONTRACTS DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E 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 $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 Exhibit E – Page 1 of 1 Exhibit E DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E 20 Eagle County Prof Services Final 5/14 EXHIBIT F FHWA-1273 REQUIRED CONTRACT PROVISIONS FEDERAL-AID CONSTRUCTION CONTRACTS DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E 1 FHWA-1273 -- Revised May 1, 2012 REQUIRED CONTRACT PROVISIONS FEDERAL-AID CONSTRUCTION CONTRACTS I. 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 VIII. False Statements Concerning Highway Projects IX. Implementation of Clean Air Act and Federal Water Pollution Control Act X. Compliance with Governmentwide 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) I. 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 all subcontracts and in lower tier subcontracts (excluding subcontracts for design services, purchase orders, rental agreements and other agreements for supplies or services). The design-builder shall be responsible for compliance by any subcontractor, lower-tier subcontractor or service provider. Contracting agencies may reference Form FHWA-1273 in bid proposal or request for proposal documents, however, the Form FHWA-1273 must be physically incorporated (not referenced) in all contracts, subcontracts and lower-tier subcontracts (excluding purchase orders, rental agreements and other agreements for supplies or services related to a construction contract). 2. Subject to the applicability criteria noted in the following sections, these contract provisions shall apply to all work performed on the contract by the contractor's own organization and with the assistance of workers under the contractor's immediate superintendence and to all work performed on the contract by piecework, station work, or by subcontract. 3. A breach of any of the stipulations contained in these Required Contract Provisions may be sufficient grounds for withholding of progress payments, withholding of final payment, termination of the contract, suspension / debarment or any other action determined to be appropriate by the contracting agency and FHWA. 4. Selection of Labor: During the performance of this contract, the contractor shall not use convict labor for any purpose within the limits of a construction project on a Federal-aid highway unless it is labor performed by convicts who are on parole, supervised release, or probation. The term Federal-aid highway does not include roadways functionally classified as local roads or rural minor collectors. II. NONDISCRIMINATION The provisions of this section related to 23 CFR Part 230 are applicable to all Federal-aid construction contracts and to all related construction subcontracts of $10,000 or more. The provisions of 23 CFR Part 230 are not applicable to material supply, engineering, or architectural service contracts. In addition, the contractor and all subcontractors must comply with the following policies: Executive 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 of 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 (US DOL) and FHWA requirements. 1. Equal Employment Opportunity: Equal employment opportunity (EEO) requirements not to discriminate and to take affirmative action to assure equal opportunity as set forth under laws, executive orders, rules, regulations (28 CFR 35, 29 CFR 1630, 29 CFR 1625-1627, 41 CFR 60 and 49 CFR 27) and orders of the Secretary of Labor as modified by the provisions prescribed herein, and imposed pursuant to 23 U.S.C. 140 shall constitute the EEO and specific affirmative action standards for the contractor's project activities under Exhibit F DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E 2 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 include: 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-the- job training." 2. EEO Officer: The contractor will 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 will be conducted before the start of work and then not less often than once every six months, at which time the contractor's EEO policy and its implementation will be reviewed and explained. The meetings will be conducted by the EEO Officer. b. All new supervisory or personnel office employees will be given a thorough indoctrination by the EEO Officer, covering all major aspects of the contractor's EEO obligations within thirty days following their reporting for duty with the contractor. c. All personnel who are engaged in direct recruitment for the project will be instructed by the EEO Officer in the contractor's procedures for locating and hiring minorities and women. d. Notices and posters setting forth the contractor's EEO policy will be placed in areas readily accessible to employees, applicants for employment and potential employees. e. The contractor's EEO policy and the procedures to implement such policy will be brought to the attention of employees by means of meetings, employee handbooks, or other appropriate means. 4. 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 Exhibit F DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E 3 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 with the requirements for and comply with the Americans with Disabilities Act and all rules and regulations established there under. Employers must provide reasonable accommodation in all employment activities unless to do so would cause an undue hardship. 9. Selection of Subcontractors, Procurement of Materials and Leasing of Equipment: The contractor shall not discriminate on the grounds of race, color, religion, sex, national origin, age or disability in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The contractor shall take all necessary and reasonable steps to ensure nondiscrimination in the administration of this 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 Exhibit F DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E 4 will be required to collect and report training data. The employment data should reflect the work force on board during all or any part of the last payroll period preceding the end of July. III. NONSEGREGATED FACILITIES This provision is applicable to all Federal-aid construction contracts and to all related construction subcontracts of $10,000 or more. The contractor must ensure that facilities provided for employees are provided in such a manner that segregation on the basis of race, color, religion, sex, or national origin cannot result. The contractor may neither require such segregated use by 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 clocks, restrooms, washrooms, locker rooms, and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing provided for employees. The contractor shall provide separate or single-user restrooms and necessary dressing or sleeping areas to assure privacy between sexes. IV. DAVIS-BACON AND RELATED ACT PROVISIONS This section is applicable to all Federal-aid construction projects exceeding $2,000 and to all related subcontracts and lower-tier subcontracts (regardless of subcontract size). The requirements apply to all projects located within the right-of- way of a roadway that is functionally classified as Federal-aid highway. This excludes roadways functionally classified as local roads or rural minor collectors, which are exempt. Contracting agencies may elect to apply these 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 of paragraph 1.d. of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics shall be paid the appropriate wage rate and fringe benefits on the wage determination for the classification of work actually performed, without regard to skill, except as provided in 29 CFR 5.5(a)(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 1.b. of this section) and the Davis-Bacon poster (WH–1321) shall be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. b. (1) The contracting officer shall require that any class of laborers or mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the contract shall be classified in conformance with the wage determination. The contracting 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 on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken shall be sent by the contracting officer to the Administrator of the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor, Washington, DC 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 Exhibit F DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E 5 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 accrued payments or advances as may be considered necessary to pay laborers and mechanics, including apprentices, trainees, and helpers, employed by the contractor or any subcontractor the full amount of wages required by the contract. In the event 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- Bacon Act, the contractor shall maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such 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.dol.gov/esa/whd/forms/wh347instr.htm or its successor site. The prime contractor is responsible for the submission of copies of payrolls by all subcontractors. Contractors and subcontractors shall maintain the full social security number and current address of each covered worker, and shall provide them upon request to the contracting agency for transmission to the State DOT, the FHWA or the Wage and Hour Division of the Department of Labor for purposes of an investigation or audit of compliance with prevailing wage requirements. 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 shall certify the following: (i) That the payroll for the payroll period contains the information required to be provided under §5.5 (a)(3)(ii) 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. Exhibit F DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E 6 (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 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 shall 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 Employment 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. Exhibit F DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E 7 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. 8. Compliance with Davis-Bacon and Related Act requirements. All rulings and interpretations of the Davis- Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract. 9. Disputes concerning labor standards. Disputes arising out 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. 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. Exhibit F DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E 8 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 responsible for the quality of the work of the leased employees; (3) the prime contractor retains all power to accept or exclude individual employees from work on the project; and (4) the prime contractor remains ultimately responsible for the payment of predetermined minimum wages, the submission of payrolls, statements of compliance and all other Federal regulatory requirements. b. "Specialty 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 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. VII. 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 laws 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 his/her health or safety, as determined under construction safety and health standards (29 CFR 1926) promulgated by the Secretary of Labor, in accordance with Section 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 3704). 3. Pursuant to 29 CFR 1926.3, it is a condition of this contract that the Secretary of Labor or authorized representative thereof, shall have right of entry to any site of contract performance to inspect or investigate the matter of compliance with the construction safety and health standards and to carry out the duties of the Secretary under Section 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C.3704). VIII. 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. 1020 reads as follows: Exhibit F DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E 9 "Whoever, being an officer, agent, or employee of the United States, or of any State or Territory, or whoever, whether a person, association, firm, or corporation, knowingly makes any false statement, false representation, or false report as to the character, quality, quantity, or cost of the material used or to be used, or the quantity or quality of the work 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 bid/proposal 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 $25,000 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 covered transaction. The prospective first tier participant shall submit an explanation of why it cannot provide the certification set out below. The certification or explanation will be considered in connection with the department or agency's determination whether to enter into this transaction. However, failure of the prospective first tier participant to furnish a certification or an explanation shall disqualify such a person from participation in this transaction. c. The certification in this clause is a material representation of fact upon which reliance was placed when the contracting agency determined to enter into this transaction. 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. g. The prospective first tier participant further agrees by submitting this proposal that it 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 (https://www.epls.gov/), which is compiled by the General Services Administration. Exhibit F DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E 10 i. Nothing contained in the foregoing shall be construed to require the establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of the prospective participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. j. Except for transactions authorized under paragraph (f) of these instructions, if a participant in a covered transaction knowingly enters into a lower tier 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 application/proposal had one or more public transactions (Federal, State or local) terminated for cause or default. b. Where the prospective participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal. 2. 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 this transaction originated may pursue available remedies, including suspension and/or debarment. c. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous by reason of changed circumstances. d. The terms "covered transaction," "debarred," "suspended," "ineligible," "participant," "person," "principal," and "voluntarily excluded," as used in this clause, are defined in 2 CFR Parts 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 Lower 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, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated. f. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion-Lower Tier Covered Transaction," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions exceeding the $25,000 threshold. g. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant is responsible for ensuring that its principals are not suspended, debarred, or 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://www.epls.gov/), which is compiled by the General Services Administration. h. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. i. Except for transactions authorized under paragraph e of these instructions, if a participant in a covered transaction knowingly enters into a lower tier 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 DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E 11 department or agency with which this transaction originated may pursue available remedies, including suspension and/or 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 lower 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 fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 3. The prospective participant also agrees by submitting its bid or proposal that the participant shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such recipients shall certify and disclose accordingly. Exhibit F DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E 12 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. 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 F DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E 21 Eagle County Prof Services Final 5/14 EXHIBIT G LOCAL AGENCY ADMINISTRATION CHECKLIST DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E xvii 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 G DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E CDOT Form 1243 3/16 Page 1 of 4 Previous editions are obsolete and may not be used. COLORADO DEPARTMENT OF TRANSPORTATION LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST Project No. SHO 0821-100 STIP No. TBD Project Code 19212 Region 3 Project Location El Jebel Road in El Jebel, Colorado Date 2/14/17 Project Description Reconstruction of El Jebel Road with the installation of a roundabout at El Jebel Road and Shadowrock Drive Local Agency Eagle County Local Agency Project Manager Taylor Ryan CDOT Resident Engineer Brian Killian CDOT Project Manager 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 CDOT Local Agency Manual. The checklist shall be prepared by placing an "X" under the responsible party, opposite each of the tasks. The “X” denotes the party responsible for initiating and executing the task. 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 responsibility of CDOT. The checklist shall be prepared by the CDOT Resident Engineer or the CDOT Project Manager, in cooperation with the Local Agency Project Manager, and submitted to the Region Program Engineer. If contract administration responsibilities change, the CDOT Resident Engineer, in cooperation with the Local Agency Project Manager, will prepare and distribute a revised checklist. Note: Failure to comply with applicable Federal and State requirements may result in the loss of Federal or State participation in funding. NO. DESCRIPTION OF TASK RESPONSIBLE PARTY LA CDOT TIP / STIP AND LONG-RANGE PLANS 2.1 Review Project to ensure it is consistent with STIP and amendments thereto X FEDERAL FUNDING OBLIGATION AND AUTHORIZATION 4.1 Authorize funding by phases (CDOT Form 418 - Federal-aid Program Data. Requires FHWA concurrence/involvement) X PROJECT DEVELOPMENT 5.1 Prepare Design Data - CDOT Form 463 X 5.2 Prepare Local Agency/CDOT Inter-Governmental Agreement (see also Chapter 3) X 5.3 Conduct Consultant Selection/Execute Consultant Agreement  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 concurrence/involvement) X 5.8 Acquire Right-of-Way (may require FHWA concurrence/involvement) X 5.9 Obtain Utility and Railroad Agreements X 5.10 Conduct Final Office Review (FOR) X Exhibit G DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E CDOT Form 1243 3/16 Page 2 of 4 Previous editions are obsolete and may not be used. NO. DESCRIPTION OF TASK RESPONSIBLE PARTY LA CDOT 5.11 Justify Force Account Work by the Local Agency X 5.12 Justify Proprietary, Sole Source, or Local Agency Furnished Items X 5.13 Document Design Exceptions - CDOT 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 Contracts (CDOT Region EEO/Civil Rights Specialist). X 6.2 Determine Applicability of Davis-Bacon Act 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 2/14/17 CDOT Resident Engineer (Signature on File) Date X 6.3 Set On-the-Job Training Goals (CDOT Region EEO/Civil Rights Specialist) X 6.4 Title VI Assurances X Ensure the correct Federal Wage Decision, all required Disadvantaged Business Enterprise/On-the-Job Training special provisions and FHWA Form 1273 are included in the Contract (CDOT Resident Engineer) X 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 Advertisement X 7.5 Open Bids X 7.6 Process Bids for Compliance Check CDOT Form 1415 – Commitment Confirmation when the low bidder meets DBE goals X 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 goals X Submit required documentation for CDOT award concurrence X 7.7 Concurrence from CDOT to Award X 7.8 Approve Rejection of Low Bidder X 7.9 Award Contract X 7.10 Provide “Award” and “Record” Sets of Plans and Specifications X 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 Pre-survey  Construction staking  Monumentation X X Partnering (Optional) X Structural Concrete Pre-Pour (Agenda is in CDOT Construction Manual) X Concrete Pavement Pre-Paving (Agenda is in CDOT Construction Manual) X HMA Pre-Paving (Agenda is in CDOT Construction Manual) X 8.4 Develop and distribute Public Notice of Planned Construction to media and local residents X Exhibit G DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E CDOT Form 1243 3/16 Page 3 of 4 Previous editions are obsolete and may not be used. NO. DESCRIPTION OF TASK RESPONSIBLE PARTY LA CDOT 8.5 Supervise Construction A Professional Engineer (PE) registered in Colorado, who will be “in responsible charge of construction supervision.” Taylor Ryan (970) 3328-3562 Local Agency Professional Engineer or Phone number CDOT Resident Engineer X Provide competent, experienced staff who will ensure the Contract work is constructed in accordance with the plans and specifications X Construction inspection and documentation X Fabrication Inspection and documentation X 8.6 Approve Shop Drawings X X 8.7 Perform Traffic Control Inspections X 8.8 Perform Construction Surveying X 8.9 Monument Right-of-Way X 8.10 Prepare and Approve Interim and Final Contractor Pay Estimates. Collect and review CDOT Form 1418 (or equivalent) Provide the name and phone number of the person authorized for this task. Taylor Ryan (970) 328-3562 Local Agency Representative Phone number X 8.11 Prepare and Approve Interim and Final Utility and Railroad Billings X 8.12 Prepare and Authorize Change Orders X 8.13 Submit Change Order Package to CDOT X 8.14 Prepare Local Agency Reimbursement Requests 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. Brian Killian (970) 683-6285 CDOT Resident Engineer Phone number X 8.19 Ongoing Oversight of DBE Participation X MATERIALS 9.1 Discuss Materials at Pre-Construction Meeting  Buy America documentation required prior to installation of steel X 9.2 Complete CDOT Form 250 - Materials Documentation Record  Generate form, which includes determining the minimum number of required tests and applicable material submittals for all materials placed on the project  Update the form as work progresses  Complete and distribute form after work is completed X X X 9.3 Perform Project Acceptance Samples and Tests X 9.4 Perform Laboratory Verification Tests X 9.5 Accept Manufactured Products Inspection of structural components:  Fabrication of structural steel and pre-stressed concrete structural components  Bridge modular expansion devices (0” to 6” or greater)  Fabrication of bearing devices X X X X 9.6 Approve Sources of Materials X 9.7 Independent Assurance Testing (IAT), Local Agency Procedures CDOT Procedures  Generate IAT schedule  Schedule and provide notification  Conduct IAT N/A N/A N/A Exhibit G DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E CDOT Form 1243 3/16 Page 4 of 4 Previous editions are obsolete and may not be used. 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 CONSTRUCTION CIVIL RIGHTS AND LABOR COMPLIANCE 10.1 Fulfill Project Bulletin Board and Pre-Construction Packet Requirements X 10.2 Process CDOT Form 205 - Sublet Permit Application Review and sign completed CDOT 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 Ensure Compliance with the “Commercially Useful Function” Requirements X 10.5 Conduct Interviews When Project Utilizes On-the-Job Trainees.  Complete CDOT Form 1337 – Contractor Commitment to Meet OJT Requirements.  Complete CDOT 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 EEO/Civil Rights Specialists for training requirements.) X 10.7 Submit FHWA Form 1391 - Highway Construction Contractor’s Annual EEO Report X FINALS 11.1 Conduct Final Project Inspection. Complete and submit CDOT 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 11.6 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 Manager X 11.9 (FHWA Form 47 discontinued) N/A 11.10 Complete and Submit CDOT Form 1212 – Final Acceptance Report (by CDOT) X 11.11 Process Final Payment X 11.12 Complete and Submit CDOT Form 950 - Project Closure X 11.13 Retain Project Records for Six Years from Date of Project Closure X 11.14 Retain Final Version of Local Agency Contract Administration Checklist X cc: CDOT Resident Engineer/Project Manager CDOT Region Program Engineer CDOT Region EEO/Civil Rights Specialist CDOT Region Materials Engineer CDOT Contracts and Market Analysis Branch Local Agency Project Manager Exhibit G DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E COLORADO DEPARTMENT OF TRANSPORTATION Contract ID:Project No.:System Basis:Page PROJECT INDEPENDENT Y 1 of 1 ASSURANCE SAMPLING & TESTING Project Engineer:Resident Engineer: SCHEDULE Project Location: Item # Quantity Identification & CDOT Field Date Field Indep. Assur. Units Test Performed Req.Actual Form #Sheet #MM/DD/YY Tester (QA) Tester (IA) Project Mat'ls Lab Inspected By: Date: #379 Developed By:Date: The above schedule is an estimate of CDOT Independent Assurance samples and tests required 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 Approval By:Date:Final Approval By: (Region Materials Engineer)Date: Distribution: The Project Independent Assurance Sampling & Testing Schedule developed for this PRE by Region Materials: POST by Project Engr: project has been substantially followed and the test results of the IA samples are within ___ Region Materials Engr ___w/ Form #473 "Minor Differences" of the project acceptance sample test results. (Exceptions to this ___ Resident Engineer ___w/ Form #473 statement, such as "Significant Differences", have been previously commented on and ___ Project Engineer ___w/ Form #473 documented when the test results were reported or are explained on this form or on an ___ Project Tester ___N/A attached sheet.) ___ Doc. Unit, Central Lab ___w/ Form #473 Project Review By: (Project Engineer)Date: SH 82 & El Jebel Road Interchange Impr 19212 SHO 0821-100 Brian Killian Sean Yeates # of Samples Final Quantity: Final Quantity: Final Quantity: Final Quantity: In accordance with Item 620.03 and CP 10. Corinne Spor 1/26/2017 Babaft Moore 1/30/2017 Jeremy Lucero CDOT Form #379 7/14 Exhibit G DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E 22 Eagle County Prof Services Final 5/14 EXHIBIT H TITLE VI CONTRACT PROVISIONS AND PERTINENT NON-DISCRIMINATION AUTHORITIES DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E 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 made 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 DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E 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 VI 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 VI 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 DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E 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 LEP 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 seq.). Exhibit H DocuSign Envelope ID: 219C1E64-C191-4EC5-928C-BFB0BE5D1A6E