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RESOLUTION NO. 14816
A RESOLUTION AWARDING AN AGREEMENT FOR
PROFESSIONAL DESIGN SERVICES IN THE AMOUNT OF
$83,994 TO DIBBLE & ASSOCIATES CONSULTING
ENGINEERS, INC., AN ARIZONA CORPORATION, FOR
PROJECT NO. 21-069 PRAIRIE AVENUE TO MINNEQUA
LAKE TRAIL PROJECT AND AUTHORIZING THE
PURCHASING AGENT TO EXECUTE SAME
WHEREAS, proposals for Project No. 21-069 Engineering Design services for the
Prairie Avenue to Minnequa Lake Trail Project, have been received and examined;
WHEREAS, the proposal of Dibble & Associates Consulting Engineers, Inc., of
Denver, Colorado, was determined to be the most advantageous to the City of Pueblo,
and in the best interest of the City of Pueblo, based on the evaluation factors set forth in
the Request for Proposals; NOW, THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that:
SECTION 1.
City Council authorizes Project No. 21-069 Engineering Design services for the
Prairie Avenue to Minnequa Lake Trail Project to be performed, and the contract for said
services is hereby awarded to Dibble & Associates Consulting Engineers, Inc., of Denver,
Colorado, in the amount of $83,994.00.
SECTION 2.
Funds for said Agreement shall be paid from Project No. CI2115 – Prairie Avenue
to Minnequa Lake Trail Project.
SECTION 3.
The Purchasing Agent is hereby authorized to execute said contract on behalf of
the City of Pueblo, A Colorado Municipal Corporation, and the City Clerk shall affix the
seal of the City thereto and attest the same.
SECTION 4.
The officers and staff of the City of Pueblo are authorized to perform any and all
acts consistent with this Resolution to implement the policies and procedures described
herein.
SECTION 5.
This Resolution shall become effective immediately upon passage and approval.
INTRODUCED February 28, 2022
BY: Dennis Flores
MEMBER OF CITY COUNCIL
APPROVED:
PRESIDENT OF CITY COUNCIL
ATTESTED BY:
CITY CLERK
City Clerk’s Office Item # M-1
Background Paper for Proposed
Resolution
COUNCIL MEETING DATE: February 28, 2022
TO: President Heather Graham and Members of City Council
CC: Nicholas A. Gradisar, Mayor
VIA: Marisa Stoller, City Clerk
FROM: Andrew E. Hayes, P.E., Director of Public Works
SUBJECT: A RESOLUTION AWARDING AN AGREEMENT FOR PROFESSIONAL DESIGN
SERVICES IN THE AMOUNT OF $83,994 TO DIBBLE & ASSOCIATES
CONSULTING ENGINEERS, INC., AN ARIZONA CORPORATION, FOR
PROJECT NO. 21-069 PRAIRIE AVENUE TO MINNEQUA LAKE TRAIL
PROJECT AND AUTHORIZING THE PURCHASING AGENT TO EXECUTE
SAME
SUMMARY:
This Resolution awards an Agreement for Professional Design Services to Dibble & Associates
Consulting Engineers, Inc., for engineering design services for Prairie Avenue to Minnequa Lake
Trail Project.
PREVIOUS COUNCIL ACTION:
Ordinance 9969 dated July 12, 2021, established project CI2115, approved the Intergovernmental
Agreement (IGA) between the City of Pueblo and Colorado Department of Transportation
(CDOT), budgeted and appropriated funds totaling $388,000 for the Prairie Avenue to Minnequa
Lake Trail Project.
BACKGROUND:
In December 2021, the City of Pueblo solicited Requests for Proposals for engineering design
services for Prairie Avenue to Minnequa Lake Trail Project. The proposed design includes on-
street and off-street trail connection west from Lake Minnequa Park to Alma Avenue along Tucci
Lane and the trail south to Pueblo Blvd along the drainage ditch east of South Prairie Ave.
FINANCIAL IMPLICATIONS:
Funding in the amount of $83,994.00 will be paid from CI2115 –Prairie Avenue to Minnequa Lake
Trail Project.
BOARD/COMMISSION RECOMMENDATION:
Not Applicable to this Resolution.
STAKEHOLDER PROCESS:
Not Applicable to this Resolution.
ALTERNATIVES:
Denial of this Resolution will result in the City of Pueblo being unable to proceed with the design
of the Prairie Avenue to Minnequa Lake Trail Project.
RECOMMENDATION:
Approval of the Resolution.
Attachments:
Proposed Resolution
Agreement for Professional Services
AGREEMENT FOR PROFESSIONAL ENGINEERING SERVICES
BY AND BETWEEN
CITY OF PUEBLO
AND
DIBBLE & ASSOCIATES CONSULTING ENGINEERS, INC.
THIS AGREEMENT made and entered this ____ day of March, 2022 by and between the City of Pueblo, a Municipal
Corporation (hereinafter "Owner" or “City”) and Dibble & Associates Consulting Engineers, Inc., an Arizona
Corporation authorized to do business in the State of Colorado, a professional engineering firm (hereinafter
"Engineer") for Engineer to render certain professional planning, design, engineering and related services for Owner
in connection with Bid 21-069 RFQ - Design Improvements for Prairie Ave. to Minnequa Lake Trail, hereinafter
referred to as the "Project." In consideration of the mutual covenants hereinafter set forth, the parties agree as follows:
SECTION 1. GENERAL
1.1 Engineer shall satisfactorily perform professional engineering services for all phases of Project indicated
below by mark placed in the appropriate box or boxes:
\[ \] - Study and Report Phase
\[ X \] - Preliminary Design Phase
\[ X \] - Final Design Phase
\[ X \] - Preparation of Contract Documents & Bidding Phase
\[ X \] - Construction Services Phase
Upon completion of any phase, Engineer shall not proceed with work on the next phase, if any, until authorized
in writing by Owner to proceed therewith.
Such services shall include all usual and customary professional engineering services and the furnishing (directly or
through its professional consultants) of customary and usual civil, structural, mechanical, electrical engineering,
environmental, and planning services. Engineer shall also provide any landscape engineering, surveying, and
geotechnical services incident to its work on the Project.
1.2 In performing the professional services, Engineer shall complete the work items described generally in
Schedule 1 – “Scope of Services” and the items identified in Section 2 of this Agreement which are applicable to each
phase for which Engineer is to render professional services.
1.3 Professional engineering services (whether furnished directly or through a professional consultant
subcontract) shall be performed under the direction and supervision of a registered engineer in good standing and
duly licensed to practice in the State of Colorado. Reproductions of final drawings for construction produced under
this Agreement shall be the same as at least one record set which shall be furnished to Owner and which shall be
signed by and bear the seal of such registered engineer.
1.4 Surveying work included within or reasonably contemplated by this Agreement shall be performed under
the direction and supervision of a registered Professional Land Surveyor in good standing and duly licensed to practice
in the State of Colorado. All plats and surveys produced under this Agreement shall be signed by and bear the seal of
said Professional Land Surveyor.
1.5 Any architect services provided under this Agreement shall be performed under the direction and supervision
of an architect licensed to practice architecture in the state of Colorado.
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SECTION 2. ENGINEERING SERVICES
2.1 Study and Report Phase. If Engineer is to provide professional services with respect to the Project during the
Study and Report Phase, Engineer shall perform the following unless otherwise stated in Schedule 1:
(a) Consult with Owner to determine his requirements for the Project and review available data.
(b) Advise Owner as to the necessity of his providing or obtaining from others data or services of the types
described in paragraph 2.2(c) and assist Owner in obtaining any such services.
(c) Provide special analyses of Owner's needs, planning surveys, site evaluations and comparative studies
of prospective sites and solutions.
(d) Identify and analyze requirements of governmental authorities and regulatory agencies involved in
approval or permitting any aspect of Project.
(e) Provide general economic analysis of Owner's requirements applicable to various alternatives.
(f) Prepare a Report with appropriate exhibits indicating clearly the considerations involved and the
alternative solutions available to Owner and setting forth Engineer's findings and recommendations with
opinions of probable costs.
(g) Engineer shall furnish one (1) electronic copy of each above referenced submittal document to Owner
for Owner's use and shall review same in person with Owner. Owner may request hard copies as needed for
no additional charge.
2.2 Preliminary Design Phase. If Engineer is to provide professional services with respect to the Project during
the Preliminary Design Phase, Engineer shall perform the following unless otherwise stated in Schedule 1:
(a) Consult with Owner and determine the general design concept and Project requirements based upon
information furnished by Owner as well as any study Report on the Project.
(b) Prepare and submit to Owner preliminary design documents consisting of final design criteria,
preliminary drawings, an outline of specifications, and written descriptions of all significant features of
Project.
(c) Prepare and submit to Owner a requirements checklist of any subsurface investigation, additional data,
permits, or other information and requirements which is anticipated will be necessary for the design or
construction of Project.
(d) Provide written disclosure to Owner of significant design assumptions and design risks and
advantages/disadvantages inherent in or presented by design alternatives and make recommendations to
Owner based thereon.
(e) Prepare and submit to Owner a preliminary cost estimate for the Project including construction cost,
contingencies, professional compensation, consultant fees, costs of land and rights of way, compensation for
damages and finance costs, if any.
(f) Engineer shall furnish one (1) electronic copy of each above referenced submittal document to Owner
for Owner's use and shall review same in person with Owner. Owner may request hard copies as needed for
no additional charge.
2.3 Final Design Phase. If Engineer is to provide professional services with respect to the Project during the Final
Design Phase, Engineer shall perform the following unless otherwise stated in Schedule 1:
(a) After consultation with the Owner, receipt of Owner's selection of any design options and review of the
Preliminary Design Documents, if any, prepare and submit to Owner final Drawings showing the scope,
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extent, and character of the work to be performed by contractors, and Specifications describing such work
and the requirement therefor. Such plans and Specifications shall comply with all applicable building codes
and requirements of regulatory agencies having any approval authority. Final design, including Drawings
and Specifications, shall also comply with ADA Accessibility Guidelines (ADAAG) Manual developed by
the U. S. Architectural and Transportation Barriers Board (1998) or ADA Standards for Accessible Design
published at 28 C.F.R. Part 36, Appendix A, whichever is applicable. Engineer shall include an attest
statement on each record drawing sheet of final plan drawings that certifies compliance with either the
ADAAG Manual or 28 CFR ' 36 Standards.
(b) Make reasonable revisions to the Drawings and Specifications requested by Owner, informing the
Owner of any change in probable construction costs as a result of such revisions.
(c) Provide technical criteria, written descriptions, and design data for Owner's use, and disclose any
significant risks and advantages/disadvantages inherent in or presented by design choices.
(d) Based upon Engineer’s best professional judgment, prepare and submit to Owner a current detailed cost
estimate for the Project including construction cost, contingencies, professional compensation, consultant
fees, land and right of way costs, damages, and finance costs, if any.
(e) Engineer shall furnish one (1) electronic copy of each above referenced submittal document to Owner
for Owner's use and shall review same in person with Owner. Owner may request hard copies as needed for
no additional charge.
2.4 Preparation of Contract Documents & Bidding Phase. If Engineer is to provide professional services with
respect to the Project during the Preparation of Contract Documents & Bidding Phase, Engineer shall perform the
following unless otherwise stated in Schedule 1:
(a) Prepare and submit to Owner draft forms of contract agreement, general and special conditions, bid
forms invitations to bid, information for bidders, forms of warranty and including any special requirements
imposed upon such contracts by any federal or other funding source and by any regulatory agency. In
preparing such draft forms, Engineer shall consider and incorporate, to the extent both advisable and feasible,
Owner's standard forms of agreement, warranty, payment and performance bonds, general conditions, and
selected specifications.
(b) After review and comment by Owner, prepare and submit all deliverables identified in Schedule 1 to
this Agreement, final forms of contract agreement, general and special conditions, Drawings, specifications,
bid forms, invitations to bid, information for bidders, and forms of warranty, together with any Addenda
which may be required or appropriate to correct errors, clarify Drawings or Specifications or advise of
changes. One (1) hard copy and one (1) electronic copy of these final bid documents shall be furnished to
Owner. Unless otherwise specified in Schedule 1, a copy of all contract documents and drawings shall also
be submitted to Owner in Microsoft Word and AutoCAD (2006 or later version) format on electronic media.
(c) Make recommendations to Owner concerning the need for prequalification of equipment, vendors, or
bidders, and, if requested by Owner, incorporate prequalification requirements in final bid and construction
contract documents.
(d) Attend a pre-bid conference with bidders to discuss Project requirements and receive requests for
clarification, if any, to be answered by Engineer in writing to all plan holders.
(e) Consult with and make recommendations to Owner concerning acceptability of bidders, subcontractors,
suppliers, materials, equipment, suitability of proposed "or equals", amount of bids, and any other matter
involved in consideration and review of bids and bidders upon which Owner may reasonably request
Engineer's advice.
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2.5 Construction Services Phase. If Engineer is to provide professional services with respect to the Project during
the Construction Services Phase, after award by the Owner of a general contract or contracts for construction of the
Project, Engineer shall perform the following unless otherwise stated in Schedule 1:
(a) Perform all duties and functions to be performed by Engineer under the terms of the construction
contract.
(b) Visit the Project site, perform observations as to the progress and quality of the work and advise the
Owner as to same. The frequency and level of observation shall be commensurate with the nature of the
work and size of the Project, except that any specific provisions set forth in Schedule 1 - Scope of Services
concerning the level of observation shall determine Engineer's obligation concerning level of observation.
(c) Make determinations as to whether the work is proceeding in accordance and compliance with the
construction contract documents.
(d) Promptly advise the Owner in writing of any omissions, substitutions, defects, or deficiencies noted in
the work of any contractor, subcontractor, supplier, or vendor on the Project.
(e) Reject any work on the Project that does not conform to the contract documents.
(f) On request of the Owner, the construction contractor or any subcontractor on the Project, issue written
interpretations as to the Drawings and Specifications and requirements of the construction work.
(g) Review shop drawings, samples, product data, and other submittals of the Contractor for conformance
with the design concept of Project and compliance with the Drawings, Specifications, and all other contract
documents, and indicate to Contractor and Owner with respect thereto, any exceptions noted, or modification
or resubmittals required.
(h) Review all applications of Contractor for payment and in connection with same, issue certificates for
payment to the Owner for such amounts as are properly payable under the terms of the construction contract.
Each such certificate shall constitute Engineer's representation to Owner that he has inspected the Project
and that to the best of his knowledge, the work for which payment has been sought has been completed by
Contractor in accordance with the Drawings, Specifications, and other contract documents.
(i) Subject to written concurrence by Owner, promptly render a written recommendation to Owner
concerning all proposed substitutions of material and equipment.
(j) Draft, for Owner's consideration, and offer recommendations upon, all proposed change orders and
contract modifications.
(k) On application for final payment by the Contractor, make a final inspection of the Project, assembling
and delivering to the Owner any written guaranties, instructions manuals, as-built drawings, diagrams, and
charts required by the contract documents, and issuing a certificate of final completion of the Project.
(l) The Engineer shall, if provided in the construction contract, be the interpreter of the construction
documents and arbiter of claims and disputes thereunder. Upon written request of the Owner or Contractor,
the Engineer shall promptly make written interpretations of the contract documents and render written
decisions on all claims, disputes and other matters relating to the execution or progress of the work on the
Project. The interpretations and decisions of the Engineer shall be final and binding on the Contractor and
Owner, unless the Director of Public Works of the Owner shall, within seven calendar days after receipt of
the Engineer's interpretation or decision, file his written objections thereto with the Architect and Contractor.
2.6 Additional Responsibilities. This paragraph applies to all phases of Engineer's work.
(a) Engineer shall be responsible for the professional quality, technical accuracy, timely completion, and
coordination of all of Engineer's work, including that performed by Engineer's consultants, and including
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designs, Drawings, Specifications, reports, and other services, irrespective of Owner's approval or
acquiescence in same. Engineer shall, without additional compensation, correct or revise any errors,
omissions, or other deficiencies in his work.
(b) Engineer shall be responsible, in accordance with applicable law, to Owner for all loss or damage to
Owner caused by Engineer's negligent act or omission; except that Engineer hereby irrevocably waives and
excuses Owner and its attorneys from compliance with any requirement to obtain a certificate of review as
a condition precedent to commencement of an action, including any such requirements set forth in Section
13-20-602, C.R.S. or similar statute.
(c) Engineer's professional responsibility shall comply with the standard of care applicable to the type of
engineering and architectural services provided, commensurate with the size, scope, and nature of the
Project.
(d) Engineer shall be completely responsible for the safety of Engineer's employees in the execution of
work under this Agreement, shall provide all necessary safety equipment for said employees, and shall hold
harmless and indemnify and defend Owner from any and all claims, suits, loss, or injury to Engineer's
employees.
(e) Engineer acknowledges that, due to the nature of engineering and related professional services and the
impact of same on the Project, the Owner has a substantial interest in the personnel and consultants to whom
Engineer assigns principal responsibility for services performed under this Agreement. Consequently,
Engineer represents that Engineer has selected and intends to employ or assign the key personnel and
consultants identified in Schedule 3 - "Identification of Personnel, Subcontractors, and Task Responsibility",
attached hereto for the Project assignments and areas of responsibility stated therein. Within 10 days of
execution of this Agreement, Owner shall have the right to object in writing to employment on the Project
of any such key person, consultant, or assignment of principal responsibility, in which case Engineer will
employ alternate personnel for such function or reassign such responsibility to another to whom Owner has
no reasonable objection. Thereafter, Engineer shall not assign or reassign Project work to any person to
whom Owner has reasonable objection.
Within five (5) days of execution of this Agreement, Engineer shall designate in writing a Project
representative who shall have complete authority to bind Engineer, and to whom Owner should address
communications.
(f) Promptly after execution of this Agreement and upon receipt of authorization from Owner to proceed,
Engineer shall submit to Owner for approval a schedule showing the order in which Engineer proposes to
accomplish his work, with dates on which he will commence and complete each major work item. The
schedule shall provide for performance of the work in a timely manner so as to not delay Owner's timetable
for achievement of interim tasks and final completion of Project work, provided however, the Engineer will
not be responsible for delays beyond his control.
(g) Before undertaking any work which Engineer considers beyond or in addition to the scope of work and
services which Engineer has contractually agreed to perform under the terms of this Agreement, Engineer
shall advise Owner in writing (i) that Engineer considers the work beyond the scope of this Agreement, (ii)
the reasons the Engineer believes the out of scope or additional work should be performed, and (iii) a
reasonable estimate of the cost of such work. Engineer shall not proceed with such out of scope or additional
work until authorized in writing by Owner. The compensation for such authorized work shall be negotiated,
but in the event the parties fail to negotiate or are unable to agree as to compensation, then Engineer shall be
compensated for his direct costs and professional time at the rates set forth in Schedule 2 - "Fee Schedule".
2.7 Requirements For State of Colorado Funding Assistance.
Engineer understands that Owner will be funding the Project in part or in whole by a grant or loan from the State of
Colorado Department of Transportation (the “State Agency”) including by federal-aid funds. Engineer agrees it is
subject to and shall comply with all applicable grant or loan conditions and the regulations of the State Agency and
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federal-aid funds certifications and regulations which apply to the work under this Agreement, whether referenced in
Schedule 1 or not. All applicable loan or grant conditions and regulations of the State Agency and federal-aid funds
certifications and regulations are set forth in the CDOT Submittal and State of Colorado Intergovernmental
Agreement (“IGA”), a copy of which is attached hereto, labelled Schedule 4 and incorporated herein. Without in any
manner limiting such obligations, Engineer expressly acknowledges and agrees that:
(a) The design work under this Agreement shall be compatible with the requirements of the IGA for the
design/construction of the project. The State Agency is an intended third-party beneficiary of this Agreement
for that purpose.
(b) Upon advertisement of the project work for construction, the Engineer shall make available services as
requested by the State Agency to assist the State Agency in the evaluation of construction and the resolution
of construction problems that may arise during the construction of the project.
(c) The Engineer shall review the construction Contractor’s shop drawings for conformance with the
contract documents and compliance with the provisions of the State Agency’s publication, Standard
Specifications for Road and Bridge Construction, in connection with this work.
(d) The State Agency, in its sole discretion, may review construction plans, special provisions and
estimates and may require Owner to make such changes therein as the State Agency determines
necessary to comply with State Agency and FHWA requirements.
SECTION 3. OWNER'S RESPONSIBILITIES
3.1 Owner shall:
(a) Designate a representative to whom all communications from Engineer shall be directed and who shall
have limited administrative authority on behalf of Owner to receive and transmit information and make
decisions with respect to Project. Said representative shall not, however, have authority to bind Owner as to
matters of legislative or fiscal policy.
(b) Advise Engineer of Owner's Project requirements including objective, project criteria, use and
performance requirements, special considerations, physical limitations, financial constraints, and required
construction contract provisions and standards.
(c) Provide Engineer with available information pertinent to the Project including any previous reports,
studies or data possessed by Owner which relates to design or construction of the Project.
(d) Assist in arranging for Engineer to have access to enter private and public property as required for
Engineer to perform his services.
(e) Examine all studies, reports, sketches, Drawings, Specifications, proposals, and other documents
presented by Engineer, and render written decisions pertaining thereto within a reasonable time. The Owner's
approval of Drawings, design, Specifications, reports and incidental engineering work or materials furnished
hereunder shall not in any way relieve the Engineer of responsibility for the professional adequacy of his
work. The Owner's review, approval, or acceptance of, or payment for, any of the services shall not be
construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of
the performance of this Agreement.
(f) Upon advice of the necessity to do so from Engineer, obtain required approvals and permits for the
Project. The Engineer shall provide all supportive documents and exhibits necessary for obtaining said
approvals and permits.
(g) Notify Engineer whenever Owner becomes aware of any substantial development or occurrence which
materially affects the scope or timing of Engineer's services.
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(h) Owner shall perform its obligations and render decisions within a reasonable time under the presented
circumstances. However, given the nature of Owner's internal organization and requirements, a period of 14
days shall be presumed reasonable for any decision not involving policy decision or significant financial
impact. A period of 45 days shall be presumed reasonable for Owner to act with respect to any matter
involving policy or significant financial impact.
SECTION 4. TIME FOR PERFORMANCE
Engineer's obligation to render services shall continue for such period of time as may reasonably be required for
completion of the work contemplated in Schedule 1 – “Scope of Services” and Section 1 of this Agreement.
SECTION 5. PAYMENT
5.1 Owner will pay to Engineer as full compensation for all services required to be performed by Engineer under
this Agreement, except for services for additional work or work beyond the scope of this Agreement, an amount not
to exceed $83,994.00 in the aggregate, and not to exceed those maximum amounts set forth in Schedule 2 - "Fee
Schedule" and computed in accordance with this Section. In the event compensation for services as set forth in Exhibit
B as to each phase of work indicated in Section 1.1 of this Agreement, the maximum amount of compensation for any
phase shall not exceed the amount specified in Schedule 2 for such phase.
5.2 Engineer shall submit periodic, but not more frequently than monthly, applications for payment, aggregating
to not more than the maximum amount, for actual professional services rendered and reimbursable expenses incurred.
Such applications shall be submitted with appropriate documentation that such services have been performed and
expenses incurred. Thereafter, Owner shall pay Engineer for the amount of the application within 40 days of the date
of billing, provided that sufficient documentation has been furnished, and further provided that Owner will not be
required to pay more than 90% of the maximum amount unless the Engineer's services on the Project phases for which
this Agreement is applicable have been completed to Owner's reasonable satisfaction and all required Engineer
submittals have been provided.
5.3 The rates of compensation for service and for reimbursable expenses to be used with periodic and final
payment applications shall be those set forth in Schedule 2 - "Fee Schedule."
5.4 No separate or additional payment shall be made for profit, overhead, local telephone expenses, lodging,
routine photocopying, computer time, secretarial or clerical time or similar expenses unless otherwise provided and
listed in Schedule 2 - "Fee Schedule."
5.5 No compensation shall be paid to Engineer for services required and expenditures incurred in correcting
Engineer's mistakes or negligence.
5.6 Compensation for authorized work beyond the scope of this Agreement shall be governed by Paragraph
2.6(g).
SECTION 6. TERMINATION
6.1 Owner reserves the right to terminate this Agreement and Engineer's performance hereunder, at any time
upon written notice, either for cause or for convenience. Upon such termination, Engineer and its subcontractors shall
cease all work and stop incurring expenses, and shall promptly deliver to Client all data, drawings, specifications,
reports, plans, calculations, summaries and all other information, documents, work product and materials as Engineer
may have accumulated in performing this Agreement, together with all finished work and work in progress.
6.2 Upon termination of this Agreement for events or reasons not the fault of Engineer, Engineer shall be paid at
the rates specified in Schedule 2 for all services rendered and reasonable costs incurred to date of termination; together
with any reasonable costs incurred within 10 days of termination provided such latter costs could not be avoided or
were incurred in mitigating loss or expenses to Engineer or Client. In no event shall payment to Engineer upon
termination exceed the maximum compensation provided for complete performance in Section 3(a).
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6.3 In the event termination of this Agreement or Engineer's services is for breach of this Agreement by Engineer,
or for other fault of Engineer including but not limited to any failure to timely proceed with work, or to pay its
employees and Engineers, or to perform work according to the highest professional standards, or to perform work in
a manner deemed satisfactory by Client's Project Representative, then in that event, Engineer's entire right to
compensation shall be limited to the lesser of (a) the reasonable value of completed work to Client or (b) payment at
the rates specified in Schedule 2 for services satisfactorily performed and reimbursable expenses reasonably incurred,
prior to date of termination.
6.4 Engineer's professional responsibility for its completed work and services shall survive any termination.
SECTION 7. GENERAL PROVISIONS
7.1 Ownership of Documents. All designs, Drawings, Specifications, technical data, and other documents or
instruments procured or produced by the Engineer in the performance of this Agreement shall be the sole property of
the Owner and the Owner is vested with all rights therein of whatever kind and however created, whether created by
common law, statutory law, or by equity. The Engineer agrees that the Owner shall have access at all reasonable times
to inspect and make copies of all notes, designs, drawings, specifications, and all other technical data pertaining to the
work to be performed under this Agreement. In the event Owner uses the designs, Drawings or Specifications provided
hereunder for another project independent from Project, without adaptation by Engineer, Owner shall hold harmless
and indemnify Engineer from all loss, claims, injury, and judgments arising from the use of such designs, Drawings
or Specifications for such other project.
7.2 Advertising. Unless specifically approved in advance in writing by Owner, Engineer shall not include
representations of the Project in any advertising or promotional materials, except for accurate statements contained in
resumes or curriculum vitae of Engineer’s employees. If Engineer wishes to include representations in advertising or
promotional materials, it shall submit a draft of same and printer’s proof of the proposed advertising or promotional
materials to the Owner for prior review and shall not publish or distribute same unless written approval of the materials
is first obtained.
7.3 Insurance and Indemnity.
(a) Engineer agrees that he has procured and will maintain during the term of this Agreement, such insurance
as will protect him from claims under workers' compensation acts, claims for damages because of bodily
injury including personal injury, sickness or disease or death of any of his employees or of any person other
than his employees, and from claims or damages because of injury to or destruction of property including
loss of use resulting therefrom; and such insurance will provide for coverage in such amounts as set forth in
subparagraph (b).
(b) Insurance coverage shall meet all requirements of the Grant Agreement as provided in Subsection 2.7 of
this Agreement. Engineer shall obtain and keep in force the following insurance policies and meet and
perform the following conditions and requirements:
(i) Workers' Compensation Insurance as required by statutory requirements in Colorado and in any
other state or states where the work is performed, and employers’ liability insurance covering all
employees acting within the course and scope of their employment.
(ii) Commercial General Liability Insurance written on an Insurance Services Office occurrence form,
covering premises operations, fire damage, independent contractors, products and completed operations,
blanket contractual liability, personal injury, and advertising liability with minimum limits as follows:
a. $1,000,000 each occurrence;
b. $1,000,000 general aggregate;
c. $1,000,000 products and completed operations aggregate; and
d. $50,000 any 1 fire
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(iii) Automobile Liability. Automobile liability insurance covering any auto (including owned, hired,
and non-owned autos with a minimum limit of $1,000,000 each accident combined single limit.
(iv) Protected Information. Liability insurance covering all loss of State Confidential Information as
defined in the Grant Agreement, such as PII, PHI, PCI, Tax Information, and CJI, and claims based on
alleged violations of privacy rights through improper use or disclosure of protected information with
minimum limits as follows:
a. $1,000,000 each occurrence; and
b. $2,000,000 general aggregate
(v) Professional Liability Insurance. Professional Liability insurance covering any damages caused by
an error, omission or any negligent act with minimum limits as follows:
a. $1,000,000 each occurrence; and
b. $1,000,000 general aggregate
(vi) Crime Insurance. Crime insurance including employee dishonesty coverage with minimum
limits as follows:
a. $1,000,000 each occurrence; and
b. $1,000,000 general aggregate
(vii) Insurance Conditions and Requirements
a. All insurance policies shall be issued by insurance companies with an AM Best rating of
A- VIII or better.
b. The Owner and State shall be named as an additional insured on all commercial general liability
policies required of Engineer. In the event of cancellation of any commercial general liability
policy, the carrier shall provide at least 10 days prior written notice to Owner and State.
c. Coverage provided by Engineer shall be primary over any insurance or self- insurance program
carried by Owner or State.
d. All commercial insurance policies shall include provisions preventing cancellation or non-
renewal, except for cancellation based on non-payment of premiums, without at least 30 days
prior notice to Owner.
e. All commercial insurance policies shall include clauses stating that each carrier shall waive all
rights of recovery under subrogation or otherwise against Owner and State, its agencies,
institutions, organizations, officers, agents, employees, and volunteers.
f. Engineer shall provide certificates evidencing Engineer’s insurance coverage required under
this Agreement as a condition of approval of this Agreement by Owner.
(c) Engineer agrees to hold harmless, defend and indemnify Owner from and against any liability to third
parties, arising out of negligent acts, errors or omissions of Engineer, his employees, subcontractors, and
consultants.
7.4 Notices. Any and all notices or other communications required or permitted by this Agreement or by law to
be served on or given to either the Owner or the Engineer by the other party shall be in writing and shall be deemed
duly served and given when personally delivered to the party to whom it is directed, or in lieu of such personal service
when deposited in the United States mail, first-class postage prepaid, addressed to the Owner, City of Pueblo
Department of Public Works; Attention: Andrew Hayes, Director; 211 E. D Street; Pueblo, CO 810033 or to the
Engineer at Dibble & Associates Consulting Engineers, Inc., Attention: C. W. Moyers, 2696 South Colorado Blvd.,
Suite 330, Denver, CO 80222. Either party may change his address for the purpose of this paragraph by giving written
notice of such change to the other party in the manner provided in this paragraph.
7.5 Entire Agreement. This instrument contains the entire agreement between the Owner and the Engineer
respecting the Project, and any other written or oral agreement or representation respecting the Project or the duties
of either the Owner or the Engineer in relation thereto not expressly set forth in this instrument is null and void. In the
21-069 Dibble Agreement for Prairie Ave to Minnequa Lake Trail Page 9 of 20
event of any conflict between any provision of this Agreement and a provision of any Schedule or attachment to this
Agreement, the provision in this Agreement shall control and supersede the conflicting provision in the Schedule or
attachment. Any inconsistent resolution provision in any attachment to this Agreement shall be void.
7.6 Successors and Assigns. This Agreement shall be binding on the parties hereto and on their partners, heirs,
executors, administrators, successors, and assigns; provided, however, that neither this Agreement, nor any part
thereof, nor any moneys due or to become due hereunder to the Engineer may be assigned by him without the written
consent of the Owner. It is expressly understood and agreed that enforcement of the terms and conditions of this
Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the parties hereto, and
nothing contained in this Agreement shall give or allow any such claim or right of action by any other or third person
or entity on such Agreement. It is the express intention of the parties hereto that any person or entity, other than the
parties to this Agreement, receiving services or benefits under this Agreement shall be deemed to be incidental
beneficiaries only.
7.7 Amendments. No amendment to this Agreement shall be made nor be enforceable unless made by written
Amendment signed by an authorized representative of Engineer and by Owner's Director of Public Works.
7.8 Choice of Law. This Agreement shall be governed and interpreted in accordance with the laws of the State
of Colorado.
7.9 Equal Employment Opportunity. In connection with the performance of this Agreement, Engineer shall not
discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin,
disability, or age. Engineer shall endeavor to ensure that applicants are employed, and that employees are treated
during employment without regard to their race, color, religion, sex, national origin, disability, or age.
7.10 Severability. If any provision of this Agreement, except for Section 2.6, is determined to be directly contrary
to and prohibited by law or the requirements of any federal grant or other Project funding source, then such provision
shall be deemed void and the remainder of the Agreement enforced. However, it is the intent of the parties that Section
2.6 of this Agreement not be severable, and that if any provision of said section be determined to be contrary to law
or the terms of any federal grant, then this entire Agreement shall be void.
7.11 Appropriations. Subject to execution of this Agreement by the Director of Finance certifying that a balance
of appropriation exists and funds are available, the amount of money appropriated for this Agreement is equal to or in
excess of the maximum compensation payable hereunder; provided, however, that if construction is phased and subject
to annual appropriation, funds only in the amount of initial appropriation are available and Engineer shall confirm
availability of funds before proceeding with work exceeding initial and subsequent annual appropriations.
7.12 Additional Requirements on Federally Funded Contracts. If any of the work to be performed by Engineer
under this Agreement is funded in whole or in part with federal funds, then this Agreement shall be construed to
include all applicable terms required by the federal assistance agreement and integrated federal regulations. By
executing this Agreement, Engineer agrees to be bound by all such mandatory federal requirements, irrespective of
Engineer’s actual knowledge or lack of knowledge of such requirements prior to execution of this Agreement.
7.13 Access to Property Not Under Owner’s Control. Engineer acknowledges that the Project may require access
to property not under the control of Owner at the time of execution of this Agreement. Engineer and Engineer’s
employees and consultants shall, at Engineer’s expense, obtain all additional necessary approvals and clearances
required for access to such property. Owner shall assist Engineer in obtaining access to such property at reasonable
times but make no warranty or representation whatsoever regarding access to such property. Engineer understands
and agrees that entry to properties not under Owner’s control may require Engineer to comply with the terms of
separate access agreements to be negotiated hereafter with owners of such property.
SECTION 8. DISPUTES
8.1 Any dispute or disagreement between Engineer and Owner arising from or relating to this Agreement or
Engineer's services or right to payment hereunder shall be determined and decided by the Owner's Director of Public
21-069 Dibble Agreement for Prairie Ave to Minnequa Lake Trail Page 10 of 20
Works whose written decision shall be final and binding unless judicial review is sought in a Colorado Court of
competent jurisdiction located in Pueblo County, Colorado, pursuant to Rule 106, C.R.C.P.
8.2 Pending resolution of any dispute or disagreement, or judicial review, Engineer shall proceed diligently with
performance of his work under this Agreement.
SECTION 9. SCHEDULES
The following Schedules are attached to and made a part of this Agreement:
Schedule 1 - "Scope of Services" consisting of 1page
Schedule 2 - "Fee Schedule" consisting of 1page
Schedule 3 - "Identification of Personnel, Subcontractors, and Task Responsibility"
Schedule 4 – “CDOT Submittal and State of Colorado Intergovernmental Agreement”
SECTION 10. ACCESSIBILITY.
The Americans with Disabilities Act (ADA) provides that it is a violation of the ADA to design and construct a facility
for first occupancy later than January 26, 1993, that does not meet the accessibility and usability requirements of the
ADA except where an entity can demonstrate that it is structurally impractical to meet such requirements. The
Engineer therefore, will use his or her best reasonable professional efforts to implement applicable ADA requirements
and other federal, state, and local laws, rules codes, ordinances, and regulations as they apply to the Project.
SECTION 11. STATE-IMPOSED MANDATES PROHIBITING WORKERS WITHOUT AUTHORIZATION FROM
PERFORMING WORK
(a) At or prior to the time for execution of this Contract, Engineer shall submit to the Purchasing Agent of
the City its certification that it does not knowingly employ or contract with a “Worker Without authorization”,
as that term is defined within §8-17.5-101 (9), C.R.S. (herein “Worker Without Authorization”), who will
perform work under this Contract and that the Engineer will participate in either the “E-Verify Program”
created in Public Law 208, 104th Congress, as amended and expanded in Public law 156, 108th Congress, as
amended, that is administered by the United States Department of Homeland Security or the “Department
Program” established pursuant to section 8-17.5-102(5)(c), C.R.S. that is administered by the Colorado
Department of Labor and Employment in order to confirm the employment eligibility of all employees who
are newly hired for employment to perform work under this Agreement.
(b) Engineer shall not:
(i) Knowingly employ or contract with a Worker Without Authorization to perform work under this
Agreement;
(ii) Enter into a contract with a subcontractor that fails to certify to Engineer that the subcontractor shall
not knowingly employ or contract with a Worker Without Authorization to perform work under this
Agreement.
(c) The following state-imposed requirements apply to this Agreement:
(i) The Engineer shall have confirmed the employment eligibility of all employees who are newly
hired for employment to perform work under this Agreement through participation in either the E-
Verify Program or Department Program.
(ii) The Contractor is prohibited from using either the E-Verify Program or Department Program
procedures to undertake pre-employment screening of job applicants while this Agreement is being
performed.
21-069 Dibble Agreement for Prairie Ave to Minnequa Lake Trail Page 11 of 20
(iii) If the Engineer obtains actual knowledge that a subcontractor performing work under this contract
knowingly employs or contracts with a Worker Without Authorization to perform work under this
Agreement, the Engineer shall be required to:
A. Notify the subcontractor and the Purchasing Agent of the City within three (3) days that the
Engineer has actual knowledge that the subcontractor is employing or contracting with a Worker
Without Authorization; and
B. Terminate the subcontract with the subcontractor if within three (3) days of receiving the notice
required pursuant to subparagraph (c)(iii)A. above, the subcontractor does not stop employing or
contracting with the Worker Without Authorization ; except that the Engineer 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 a
Worker Without Authorization.
(iv) The Engineer is required to comply with any reasonable request by the Colorado Department of
Labor and Employment (hereinafter referred to as “CDLE”) made in the course of an investigation that
CDLE is undertaking pursuant to its authority under §8-17.5-102(5), C.R.S.
(d) Violation of this Section by the Engineer shall constitute a breach of the agreement and grounds for
termination. In the event of such termination, the Engineer shall be liable for City’s actual and consequential
damages.
(e) Nothing in this Section shall be construed as requiring the Engineer to violate any terms of participation
in the E-Verify Program.
SECTION 12. PERA LIABILITY
The Engineer shall reimburse the City for the full amount of any employer contribution required to be paid by the City
of Pueblo to the Public Employees’ Retirement Association (“PERA”) for salary or other compensation paid to a
PERA retiree performing contracted services for the City under this Agreement. The Engineer shall fill out the
Colorado PERA Questionnaire and submit the completed form to City as part of the signed Agreement.
(Signature Section on following page)
21-069 Dibble Agreement for Prairie Ave to Minnequa Lake Trail Page 12 of 20
IN WITNESS WHEREOF the parties hereto have made and executed this Agreement as of the day and year first
above written.
CITY OF PUEBLO, A MUNICIPAL CORPORATION DIBBLE & ASSOCIATES CONSULTING
ENGINEERS, INC.
By By
Naomi Hedden, Director of PurchasingC. W. Moyers, Vice President
Attest
City Clerk
\[ S E A L \]
BALANCE OF APPROPRIATION EXISTS FOR THIS CONTRACT AND FUNDS ARE AVAILABLE
Director of Finance
APPROVED AS TO FORM
___________________________________________
City Attorney
Attachments: Schedule 1 - "Scope of Services"
Schedule 2- "Fee Schedule"
Schedule 3 - "Identification of Personnel, Subcontractors, and Task Responsibility"
Schedule 4 – “CDOT Submittal and State of Colorado Intergovernmental Agreement”
Additional Information for Agreement
21-069 Dibble Agreement for Prairie Ave to Minnequa Lake Trail Page 13 of 20
Schedule 1
Scope of Services
Excerpt from Section 3 of RFQ dated November 4, 2022
3.1 Scope of Service
All drawings, designs, plans, etc. shall follow CDOT format. Designs shall comply with the most current versions of
the Public Right-of-Way Accessibility Guidelines (PROWAG), CDOT Specifications, and City of Pueblo Standard
Construction Specifications and Standard Details.
3.1.1 Preliminary Design Phase
Perform fieldwork (surveying, etc.) as required to provide conceptual overall design.
Prepare schematic design plans (considered as 30% complete relative to final design) for City’s
review and comment. The schematic design plans shall adequately represent the design intent as
represented in the preliminary design from the CDOT grant.
Provide coordination with all applicable agencies as required (City Departments, adjacent
property owners, utility companies, CDOT, etc.).
Prepare for and host public information meetings; one (1) minimum.
Provide detailed identification of easement acquisitions (if needed).
Prepare a detailed project cost estimate.
3.1.2 Final Design Phase
Perform final engineering and site design for presentation. Consultant shall include plans and
profile, sections, storm water plans, and related work (including all incidentals).
Obtain all regulatory agency approvals and clearances.
Update the project cost estimate.
3.1.3 Preparation of Contract Documents and Bidding Phase
Prepare Contract Documents (drawings, specifications, bidding documents, and any contract
document addenda) for bidding the project in accordance with the requirements of the Director of
Public Works and the City’s procurement process.
Coordinate with CDOT for review of the documents and all necessary clearances required by
CDOT. Incorporate review comments from CDOT into documents.
Provide a 90% Contract Document review meeting prior to bidding and allow two full weeks
(minimum) for City staff review. Incorporate review comments into documents.
3.1.4 Construction Services Phase
Provide all services necessary to provide post-award construction services (PCAS) to include but not limited
to the following:
Attend specific construction issue meetings on an on-call basis (estimate 20 hours)
21-069 Dibble Agreement for Prairie Ave to Minnequa Lake TrailPage 14 of 20
TBDTBDN/AN/A
Subs$0.00
$4,950.00$2,166.67$2,166.67
$12,500.00$10,680.00$28,130.00$23,796.67$28,130.00
Number:Number:Number:Number:
t t
ct
ask
T
Projec
Contra
Amendmen
20
of
15
Page
Dibble
$6,202.00
$55,864.00$55,864.00$21,102.67$13,436.67$15,122.67$55,864.00
Underground utility survey is not included. Visible surface utilities will be surveyed.Minimal landscape scope is provided at the trailheads. Enhanced landscape designand/or concept
park drawings can be added for additional fee.As-Builts are not included in the scope of work.Trail lighting is assumed to be solar powered.
6789
TypeType
Lump SumLump SumLump SumLump SumLump SumLump SumLump SumLump Sum
Schedule 2
Fee Schedule
$4,950.00$6,202.00
FeeFee
$55,864.00$12,500.00$10,680.00$83,994.00$44,899.33$15,603.33$17,289.33$83,994.00
Revised Fee Schedule dated February 14, 2022
Engineer’s
Excerpt from
Summary
Dibble Agreement for Prairie Ave to Minnequa Lake Trail
21-069
Design of Improvements forPrarie Ave to Minnequa Lake Trail City of Pueblo2/14/2022
Unless otherwise stated, design fee is limited to specific scope items listed in the RFQ.Construction fee includes review of RFIs and contractor submittals.Up to 2 renderings may be
provided for the public meeting.Environmental will perform a Phase 1 ESA with Categorical Exclusion.Surveying boundary is limited to a 30-ft wide swatch along the proposed path alignment.
Dibble
1234123412345
A.Design and Construction Services FeeB.Design and Construction Services Fee Breakout by PhaseC.Assumptions
Project:Date:
Firm:
Firm:DibbleContract Number:TBD
Project Number:TBD
Project:Design of Improvements for Task Number:N/A
Prarie Ave to Minnequa Lake Trail Amendment Number:N/A
City of Pueblo00
Date:2/14/202200
CONCEPTUAL AND SCHEMATIC DESIGN PHASE SERVICES SUMMARY
TotalBillingTotal
Classification
HoursRatesCosts
0$0.00
1Principal$294.00
0$0.00
2Senior Project Manager$210.00
86$17,200.00
3Project Manager$200.00
0$0.00
4Senior Engineer$195.00
14$2,730.00
5QA/QC Manager$195.00
94$15,980.00
6Project Engineer$170.00
124$17,856.00
7Assistant Project Engineer (EIT)$144.00
17$1,445.00
8Admin Assistant$85.00
Totals:335
$55,211.00
DESIGN PHASE SERVICES DIRECT COSTS
Type of
Compensation
ItemCost
Direct Cost
1$160.00
Direct Cost
2$493.00
Direct Cost
3$0.00
Direct Cost
3$0.00
Sub-Total for Direct Costs........................................................................................................$653.00
DESIGN PHASE SERVICES SUBCONSULTANTS
Type of
Compensation
FirmCost
Lump Sum
1$12,500.00
Lump Sum
2$4,950.00
Lump Sum
3$10,680.00
Sub-Total for Subconsultants: ...............................................................................................$28,130.00
CONCEPTUAL AND SCHEMATIC DESIGN PHASE SERVICES TOTAL FEE
Page 15 of 20
TOTAL FEE (ƩƚǒƓķĻķ).......................................................................................................$83,994.00
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Schedule 4
State of Colorado Intergovernmental Agreement
(83 pages attached)
21-069 Dibble Agreement for Prairie Ave to Minnequa Lake TrailPage 20 of 20
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Prairie Avenue – Lake Minnequa
Connector Trail Project
ATTACHMENT A – PROJECT DESCRIPTION
The Prairie Avenue corridor is a north / south arterial roadway through the
southern portion of the City of Pueblo connecting commercial, residential, schools and
the Colorado State Fair Grounds just north of the project area. This portion of the
Prairie Avenue corridor is heavily utilized by residents that live along this corridor but
is currently unsafe for pedestrian and bicycle use. The project will create an on-street
and off-street connection from Prairie Avenue and SH45, Pueblo Blvd, to Lake Minnequa,
Pueblo’s Largest Park.
The project will be completed in two (2) phases, with the grant request
incorporating Phase 1 only. Phase 1 will include the planning, survey, and design of the
entire project. Phase 1 also includes the construction a 12 foot (7” reinforced) concrete
multiuse-trail: east-to-west from the existing Lake Minnequa Trail, along the drainage
ditch, to Alma Avenue, trailhead improvements at Tucci Lane, and crossing and trail
grade improvements at Acero Avenue. Phase 2 includes the remainder of the trail
construction: north-to-south along the right-of-way to Alma Avenue and Tucci Lane then
south along the drainage ditch terminating at SH45, Pueblo Boulevard, and trail grade
improvements at O’Neal Avenue. Construction along both phases of the trail will also
include lighting, crosswalks improvement, on-street bike lanes, bollards, and some
grading.
ATTACHMENT B – MAPS, PLANS AND PHOTOGRAPHS
Public Right-of-Way Map
Prairie Avenue Accident Data
Insert plans
ZONING MAP OVERLAY
This project is being constructed for non-motorized transportation activities and
pedestrian movements along the Prairie Avenue corridor. Improvement include, sidewalk, curb
ramps, corner ramps, driveway modifications for ADA compliance, and utility pole relocation
where the poles are in conflict with ADA ramps. One (1) intersection traffic signal replacement,
two (2) pedestrian crossing signals will be replaced with HAWK signals, and four (4) new transit
LAKE
shelters/bus stops will be included in this project.
MINNEQUA
Appendix A of the Transportation Alternative Program Guidelines and Application,
published September 20, 2019 by the Colorado Department of Transportation lists: construction,
planning, and design of on-road facilities for pedestrians, bicyclists, and other non-motorized
forms of transportation, including sidewalks, bicycle infrastructure, other safety-related
infrastructure, and transportation projects to achieve compliance with the Americans with
Disabilities Act of 1990 (42 USC 12101 et seq.) as eligible TAP funded projects.
THE PROJECT IS LOCATED MOSTLY IN
HIGH DENSITY RESIDENTIAL ZONE
DISTRICTS R3, R4, AND R5
MEDICAL OFFICE
ATTACHMENT F – BUDGET AND SCHEDULE
Cost Estimate & Budget
1 12’ wide 7” reinforced concrete trail $8.00 20,000 $160,000.00
2 Trail Lighting $30,000.00 1 $30,000.00
3 Trailhead, Tucci Lane, curb & gutter sidewalk trail $25,000.00 1 $25,000.00
4 Bike Lane Striping & Markings $3.50 714 $2,500.00
5 Trail grade improvements at Acero Ave $50,000.00 1 $50,000.00
Project Construction Bid Items $267,500.00
Contingencies / Unlisted Items $26,700.00
Traffic Control $11,400.00
Mobilization $16,400.00
Design, Phase 1 and Phase 2 $68,000.00
PROJECT SCHEDULE
Grant Notification April 2020
2.IGA May 2020
3.Design RFP June 2020
4.Award Design Contract July 2020
5.Begin Design August 2020
6.End Design December 2020
7.Bid Project Construction January 2021
8.Begin Construction April 2021
9.End Construction July 2021
10.Project Closeout October 2021
ATTACHMENT I – RIGHT-OF-WAY
All right-of-way is owned by the city. This project will not require the acquisition
for construction of the trail improvements.
OLA #:331002373
Routing #:21-HA2-XC-00024
STATE OF COLORADO INTERGOVERNMENTAL AGREEMENT
Signature and Cover Page
State AgencyAgreementRouting Number
Department of Transportation21-HA2-XC-00024
Local AgencyAgreementEffectiveDate
CITY OF PUEBLOThelater of the effective date or
February 25, 2021
AgreementDescriptionAgreementExpiration Date
PRAIRIE AVENUE TO MINNEQUA LAKE February 24, 2031
TRAIL
Project #Region #Contract WriterAgreementMaximum Amount
M086-2VJM$388,000.00
0(24024) /
M086-
0(24079)
THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT
Each person signing this Agreementrepresents and warrants that he or she is duly authorized to execute this
Agreementand to bind the Party authorizing his or her signature.
LOCAL AGENCYSTATE OF COLORADO
CITY OF PUEBLOJared S. Polis, Governor
Department of Transportation
Shoshana M. Lew, Executive Director
___________________________________________
Signature
______________________________________________________________________________________
By: (Print Name and Title)Stephen Harelson, P.E.,Chief Engineer
Date: _________________________Date: _________________________
2nd State or Local AgencySignature if Needed
LEGAL REVIEW
Philip J. Weiser, Attorney General
___________________________________________
___________________________________________
Assistant Attorney General
Signature
___________________________________________
___________________________________________
By: (Print Name and Title)
By: (Print Name and Title)
Date: _________________________
Date: _________________________
In accordance with §24-30-202 C.R.S., this Agreementis not valid until signed and dated below by the State
Controller or an authorized delegate.
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
By: ___________________________________________
Department of Transportation
Effective Date: _____________________
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OLA #: 331002373
Routing #: 21-HA2-XC-00024
TABLE OF CONTENTS
1. PARTIES .......................................................................................................................................... 2
2. TERM AND EFFECTIVE DATE ..................................................................................................... 2
3. AUTHORITY ................................................................................................................................... 3
4. PURPOSE ........................................................................................................................................ 4
5. DEFINITIONS.................................................................................................................................. 4
6. STATEMENT OF WORK ................................................................................................................ 6
7. PAYMENTS ..................................................................................................................................... 9
8. REPORTING - NOTIFICATION .................................................................................................... 14
9. LOCAL AGENCY RECORDS ....................................................................................................... 14
10. CONFIDENTIAL INFORMATION-STATE RECORDS ................................................................ 15
11. CONFLICTS OF INTEREST .......................................................................................................... 16
12. INSURANCE ................................................................................................................................. 16
13. BREACH ........................................................................................................................................ 18
14. REMEDIES .................................................................................................................................... 18
15. DISPUTE RESOLUTION ............................................................................................................... 19
16. NOTICES AND REPRESENTATIVES .......................................................................................... 20
17. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION ................................................... 20
18. GOVERNMENTAL IMMUNITY ................................................................................................... 21
19. STATEWIDE CONTRACT MANAGEMENT SYSTEM ................................................................ 21
20. GENERAL PROVISIONS .............................................................................................................. 21
21. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) ................................... 23
22. FEDERAL REQUIREMENTS ........................................................................................................ 25
23. DISADVANTAGED BUSINESS ENTERPRISE (DBE) ................................................................. 25
24. DISPUTES ..................................................................................................................................... 25
EXHIBIT A, STATEMENT OF WORK
EXHIBIT B, SAMPLE OPTION LETTER
EXHIBIT C, FUNDING PROVISIONS
EXHIBIT D, LOCAL AGENCY RESOLUTION
EXHIBIT E, LOCAL AGENCY AGREEMENT ADMINISTRATION CHECKLIST
EXHIBIT F, CERTIFICATION FOR FEDERAL-AID AGREEMENTS
EXHIBIT G, DISADVANTAGED BUSINESS ENTERPRISE
EXHIBIT H, LOCAL AGENCY PROCEDURES FOR CONSULTANT SERVICES
EXHIBIT I, FEDERAL-AID AGREEMENT PROVISIONS FOR CONSTRUCTION AGREEMENTS
EXHIBIT J, ADDITIONAL FEDERAL REQUIREMENTS
EXHIBIT K, FFATA SUPPLEMENTAL FEDERAL PROVISIONS
EXHIBIT L, SAMPLE SUBRECIPIENT MONITORING AND RISK ASSESSMENT FORM
EXHIBIT M, OMB UNIFORM GUIDANCE FOR FEDERAL AWARDS
1. PARTIES
This Agreement is entered into by and between Local Agency named on the Signature and Cover Page for this
on the Signature and Cover Page for this Agreement
to the terms and conditions in this Agreement.
2. TERM AND EFFECTIVE DATE
A. Effective Date
This Agreement shall not be valid or enforceable until the Effective Date, and Agreement Funds shall be
expended within the dates shown in Exhibit C
The State shall not be bound by any provision of this Agreement before the Effective Date, and shall have
no obligation to pay Local Agency for any Work performed or expense incurred before 1) the Effective Date
of this original Agreement; 2) before the encumbering document for the respective phase and the official
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OLA #: 331002373
Routing #: 21-HA2-XC-00024
Notice to Proceed for the respective phase; or 3) after the Final Phase Performance End Date, as shown in
Exhibit C. Additionally, the State shall have no obligation to pay Local Agency for any Work performed or
expense incurred after the Agreement Expiration Date or after required billing deadline specified in §7.B.i.e.,
the expiration of Multimodal
Expiration Date. If Agreement Funds expire before the Agreement Expiration Date, then no payments will
be made after expiration of Agreement Funds.
B. Initial Term
Date shown on the Signature and Cover Page for this Agreement and shall terminate on February 24, 2031
as shown on the Signature and Cover Page for this Agreement, unless sooner terminated or further extended
in accordance with the terms of this Agreement.
C. Early Termination in the Public Interest
The State is entering into this Agreement to serve the public interest of the State of Colorado as determined
by its Governor, General Assembly, or Courts. If this Agreement ceases to further the public interest of the
State, the State, in its discretion, may terminate this Agreement in whole or in part. This subsection shall not
apply to a termination of this Agreement by the State for breach by Local Agency, which shall be governed
by §14.A.i.
i. Method and Content
The State shall notify Local Agency of such termination in accordance with §16. The notice shall specify
the effective date of the termination and whether it affects all or a portion of this Agreement.
ii. Obligations and Rights
Upon receipt of a termination notice for termination in the public interest, Local Agency shall be subject
to §14.A.i.a
iii. Payments
If the State terminates this Agreement in the public interest, the State shall pay Local Agency an amount
equal to the percentage of the total reimbursement payable under this Agreement that corresponds to the
percentage of Work satisfactorily completed and accepted, as determined by the State, less payments
previously made. Additionally, if this Agreement is less than 60% completed, as determined by the State,
the State may reimburse Local Agency for a portion of actual out-of-pocket expenses, not otherwise
reimbursed under this Agreement, incurred by Local Agency which are directly attributable to the
s, provided that the sum of any and all reimbursement
shall not exceed the maximum amount payable to Local Agency hereunder.
3. AUTHORITY
Authority to enter into this Agreement exists in the law as follows:
A. Federal Authority
Pursuant to Title I, Subtitle A
and to applicable provisions of Title 23 of the United States Code and implementing regulations at Title 23
of the Code of Federal Regulations, as may be amended, (collectively referred to hereinafter as the
federal funds have been and are expected to continue to be allocated for
transportation projects requested by Local Agency and eligible under the Surface Transportation
Improvement Program that has been proposed by the State and approved by the Federal Highway
B. State Authority
Pursuant to CRS §43-1-223 and to applicable portions of the Federal Provisions, the State is responsible for
the general administration and supervision of performance of projects in the Program, including the
administration of federal funds for a Program project performed by a Local Agency under a contract with the
State. This Agreement is executed under the authority of CRS §§29-1-203, 43-1-110; 43-1-116, 43-2-
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Routing #: 21-HA2-XC-00024
101(4)(c) and 43-2-104.5.
4. PURPOSE
The purpose of this Agreement is
Agreement with the FHWA.
5. DEFINITIONS
The following terms shall be construed and interpreted as follows:
A. Agreement
reference, all referenced statutes, rules and cited authorities, and any future modifications thereto.
B. Agreement Fundshave been appropriated, designated, encumbered, or otherwise
made available for payment by the State under this Agreement.
C. Award
The terms and conditions of the Federal Award flow down to the Award unless the terms and conditions of
the Federal Award specifically indicate otherwise.
D. BudgetExhibit C.
E. Business Day conducting business, but shall not include
Saturday, Sunday or any day on which the State observes one of the holidays listed in §24-11-101(1) C.R.S.
F. Consultantt.
G. Contractor
H. CORA-72-200.1 et. seq., C.R.S.
I. Effective Datend signed by the Colorado State
Controller or designee, as shown on the Signature and Cover Page for this Agreement.
J. Evaluation
established in §6, Exhibit A and Exhibit E.
K. Exhibits
i. Exhibit A, Statement of Work.
ii. Exhibit B, Sample Option Letter.
iii. Exhibit C, Funding Provisions
iv. Exhibit D, Local Agency Resolution
v. Exhibit E, Local Agency Contract Administration Checklist
vi. Exhibit F, Certification for Federal-Aid Contracts
vii. Exhibit G, Disadvantaged Business Enterprise
viii. Exhibit H, Local Agency Procedures for Consultant Services
ix. Exhibit I, Federal-Aid Contract Provisions for Construction Contracts
x. Exhibit J, Additional Federal Requirements
xi. Exhibit K, The Federal Funding Accountability and Transparency Act of 2006 (FFATA) Supplemental
Federal Provisions
xii. Exhibit L, Sample Sub-Recipient Monitoring and Risk Assessment Form
xiii. Exhibit M, Supplemental Provisions for Federal Awards Subject to The Office of Management and
Budget Uniform Administrative Requirements, Cost principles, and Audit Requirements for Federal
L. Federal Award-reimbursement contract under
means an agreement setting forth the terms and conditions of the Federal Award. The term does not include
payments to a contractor or payments to an individual that is a beneficiary of a Federal program.
M. Federal Awarding Agency
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OLA #: 331002373
Routing #: 21-HA2-XC-00024
N. FHWAans the Federal Highway Administration, which is one of the twelve administrations under the
Office of the Secretary of Transportation at the U.S. Department of Transportation. FHWA provides
stewardship over the construction, maintenance and preservation o
FHWA is the Federal Awarding Agency for the Federal Award which is the subject of this Agreement.
O Goods
Agreement and shall include any movable material acquired, produced, or delivered by Local Agency in
connection with the Services.
P. Incident
unauthorized access or disclosure of State Confidential Information or of the unauthorized modification,
disruption, or destruction of any State Records.
Q. Initial Term§2.B
R. or means money transferred from the
general fund to the fund pursuant to C.R.S. §§24-75-219 (5)(a)(III) and (5)(b)(III) and any other money that
the general assembly may appropriate or transfer to the fund.
S. Notice to Proceed the letter issued by the State to the Local Agency stating the date the Local
Agency can begin work subject to the conditions of this Agreement.
T. OMB
U. Oversighttewardship Agreement between CDOT and the FHWA.
V. PartyParties
W. PII
information that is linked or linkable to an individual, such as medical, educational, financial, and
employment information. PII includes, but is not limited to, all information defined as personally identifiable
information in §24-72-501 C.R.S.
X. Recipientt of Transportation (CDOT) for this Federal Award.
Y. Services
include any services to be rendered by Local Agency in connection with the Goods.
Z. means any and all State Records not subject to disclosure under CORA.
State Confidential Information shall include, but is not limited to, PII and State personnel records not subject
to disclosure under CORA.
AA. means the fiscal rules promulgated by the Colorado State Controller pursuant to §24-
30-202(13)(a).
BB. means a 12 month period beginning on July 1 of each calendar year and ending on June
30 of the following calendar year. If a single calendar year follows the term, then it means the State Fiscal
Year ending in that calendar year.
CC. means the position described in the Colorado Procurement Code and its
implementing regulations.
DD. means any and all State data, information, and records, regardless of physical form,
including, but not limited to, information subject to disclosure under CORA.
EE. Subcontractor-parties, if any, engaged by Local Agency to aid in performance of the Work.
FF. Subrecipient-Federal entity that receives a sub-award from a Recipient to carry out part of a
Federal program, but does not include an individual that is a beneficiary of such program. A Subrecipient
may also be a recipient of other Federal Awards directly from a Federal Awarding Agency.
GG. Uniform Guidanceve Requirements,
Cost Principles, and Audit Requirements for Federal Awards, which supersedes requirements from OMB
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Circulars A-21, A-87, A-110, A-122, A-89, A-102, and A-133, and the guidance in Circular A-50 on Single
Audit Act follow-up.
HH. Work
Agency Manual described in this Agreement.
II. Work Product
including drafts. Work Product includes, but is not limited to, documents, text, software (including source
code), research, reports, proposals, specifications, plans, notes, studies, data, images, photographs, negatives,
pictures, drawings, designs, models, surveys, maps, materials, ideas, concepts, know-how, and any other
Date that is used, without modification, in the performance of the Work.
Any other term used in this Agreement that is defined in an Exhibit shall be construed and interpreted as defined
in that Exhibit.
6. STATEMENT OF WORK
Local Agency shall complete the Work as described in this Agreement and in accordance with the provisions of
Exhibit A, and the Local Agency Manual. The State shall have no liability to compensate Local Agency for the
delivery of any Goods or the performance of any Services that are not specifically set forth in this Agreement.
Work may be divided into multiple phases that have separate periods of performance. The State may not
compensate for Work that Local Agency performs outside of its designated phase performance period. The
performance period of phases, including, but not limited to Design, Construction, Right of Way, Utilities, or
Environment phases, are identified in Exhibit C. The State may unilaterally modify Exhibit C from time to time,
at its sole discretion, to extend the period of performance for a phase of Work authorized under this Agreement.
To exercise this phase performance period extension option, the State will provide written notice to Local Agency
in a form substantially equivalent to Exhibit B.
will not amend or alter in any way the funding provisions or any other terms specified in this Agreement,
notwithstanding the options listed under §7.E
A. Local Agency Commitments
i. Design
If the Work includes preliminary design, final design, design work sheets, or special provisions and
estimates (co
comply with and are responsible for satisfying the following requirements:
a. Perform or provide the Plans to the extent required by the nature of the Work.
b. Prepare final design in accordance with the requirements of the latest edition of the American
Association of State Highway Transportation Officials (AASHTO) manual or other standard, such
as the Uniform Building Code, as approved by the State.
c. Prepare pr
and Bridge Design Manuals and Standard Specifications for Road and Bridge Construction or Local
Agency specifications if approved by the State.
d. Include details of any required detours in the Plans in order to prevent any interference of the
construction Work and to protect the traveling public.
e. Stamp the Plans as produced by a Colorado registered professional engineer.
f. Provide final assembly of Plans and all other necessary documents.
g. Ensure the Plans are accurate and complete.
h. Make no further changes in the Plans following the award of the construction contract to Contractor
unless agreed to in writing by the Parties. The Plans shall be considered final when approved in
writing by CDOT, and when final, they will be deemed incorporated herein.
ii. Local Agency Work
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a. Local Agency shall comply with the requirements of the Americans With Disabilities Act (ADA)
42 U.S.C. § 12101, et. seq., and applicable federal regulations and standards as contained in the
b. Local Agency shall afford the State ample opportunity to review the Plans and shall make any
changes in the Plans that are directed by the State to comply with FHWA requirements.
c. Local Agency may enter into a contract with a Consultant to perform all or any portion of the Plans
and/or construction administration. Provided, however, if federal-aid funds are involved in the cost
of such Work to be done by such Consultant, such Consultant contract (and the performance
provision of the Plans under the contract) must comply with all applicable requirements of 23 C.F.R.
Part 172 and with any procedures implementing those requirements as provided by the State,
including those in Exhibit H. If Local Agency enters into a contract with a Consultant for the Work:
1) Local Agency shall submit a certification that procurement of any Consultant contract complies
with the requirements of 23 C.F.R. 172.5(1) prior to entering into such Consultant contract,
such Consultant contract.
2) Local Agency shall ensure that all changes in the Consultant contract have prior approval by
the State and FHWA and that they are in writing. Immediately after the Consultant contract has
been awarded, one copy of the executed Consultant contract and any amendments shall be
submitted to the State.
3) Local Agency shall require that all billings under the Consultant contract comply with the
CDOT Agreements Office.
4) Local Agency (and any Consultant) shall comply with 23 C.F.R. 172.5(b) and (d) and use the
CDOT procedures described in Exhibit H to administer the Consultant contract.
5) Local Agency may expedite any CDOT approval of its procurement process and/or Consultant
attorney/authorized
representative certifying compliance with Exhibit H and 23 C.F.R. 172.5(b)and (d).
6) Local Agency shall ensure that the Consultant contract complies with the requirements of 49
CFR 18.36(i) and contains the following language verbatim:
(a) The design work under this Agreement shall be compatible with the requirements of the
contract between Local Agency and the State (which is incorporated herein by this
reference) for the design/construction of the project. The State is an intended third-party
beneficiary of this agreement for that purpose.
(b) Upon advertisement of the project work for construction, the consultant shall make available
services as requested by the State to assist the State in the evaluation of construction and
the resolution of construction problems that may arise during the construction of the
project.
(c)
publication,
Standard Specifications for Road and Bridge Construction, in connection with this work.
(d) The State, in its sole discretion, may review construction plans, special provisions and
estimates and may require Local Agency to make such changes therein as the State
determines necessary to comply with State and FHWA requirements.
iii. Construction
If the Work includes construction, Local Agency shall perform the construction in accordance with the
approved design plans and/or administer the construction in accordance with Exhibit E. Such
administration shall include Work inspection and testing; approving sources of materials; performing
required plant and shop inspections; documentation of contract payments, testing and inspection
activities; preparing and approving pay estimates; preparing, approving and securing the funding for
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contract modification orders and minor contract revisions; processing construction Contractor claims;
construction supervision; and meeting the quality control requirements of the FHWA/CDOT
Stewardship Agreement, as described in Exhibit E.
a. The State may, after providing written notice of the reason for the suspension to Local Agency,
suspend the Work, wholly or in part, due to the failure of Local Agency or its Contractor to correct
conditions which are unsafe for workers or for such periods as the State may deem necessary due to
unsuitable weather, or for conditions considered unsuitable for the prosecution of the Work, or for
any other condition or reason deemed by the State to be in the public interest.
b. Local Agency shall be responsible for the following:
1) Appointing a qualified professional engineer, licensed in the State of Colorado, as Local
Agency Project Engineer (LAPE), to perform engineering administration. The LAPE shall
administer the Work in accordance with this Agreement, the requirements of the construction
contract and applicable State procedures, as defined in the CDOT Local Agency Manual
(https://www.codot.gov/business/designsupport/bulletins_manuals/2006-local-agency-
manual).
2) For the construction Services, advertising the call for bids, following its approval by the State,
and awarding the construction contract(s) to the lowest responsible bidder(s).
(a) pursuant to this Agreement shall comply
with applicable requirements of 23 U.S.C. §112 and 23 C.F.R. Parts 633 and 635 and
C.R.S. § 24-92-101 et seq. Those requirements include, without limitation, that Local
Agency and its Contractor(s) incorporate Form 1273 (Exhibit I) in its entirety, verbatim,
into any subcontract(s) for Services as terms and conditions thereof, as required by 23
C.F.R. 633.102(e).
(b) Local Agency may accept or reject the proposal of the apparent low bidder for Work on
which competitive bids have been received. Local Agency must accept or reject such bids
within 3 working days after they are publicly opened.
(c) If Local Agency accepts bids and makes awards that exceed the amount of available
Agreement Funds, Local Agency shall provide the additional funds necessary to complete
the Work or not award such bids.
(d) The requirements of §6.A.iii.b.2 also apply to any advertising and bid awards made by the
State.
(e) The State (and in some cases FHWA) must approve in advance all Force Account
Construction, and Local Agency shall not initiate any such Services until the State issues a
written Notice to Proceed.
iv. Right of Way (ROW) and Acquisition/Relocation
a. If Local Agency purchases a ROW for a State highway, including areas of influence, Local Agency
shall convey the ROW to CDOT promptly upon the completion of the project/construction.
b. Any acquisition/relocation activities shall comply with all applicable federal and State statutes and
regulations, including but not limited to, the Uniform Relocation Assistance and Real Property
Acquisition Policies Act of 1970, as amended, the Uniform Relocation Assistance and Real Property
Acquisition Policies for Federal and Federally Assisted Programs, as amended (49 C.F.R. Part 24),
c.
al
(located at http://www.codot.gov/business/manuals/right-of-way); however, the State always
retains oversight responsibilities.
d. level of
Way Manual, and
following categories:
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1) Right of way acquisition (3111) for federal participation and non-participation;
2) Relocation activities, if applicable (3109);
3) Right of way incidentals, if applicable (expenses incidental to acquisition/relocation of right of
way 3114).
v. Utilities
If necessary, Local Agency shall be responsible for obtaining the proper clearance or approval from any
utility company that may become involved in the Work. Prior to the Work being advertised for bids,
Local Agency shall certify in writing to the State that all such clearances have been obtained.
vi. Railroads
will be
accomplished by the railroad company, Local Agency shall make timely application to the Public
improvements. Local Agency shall not proceed with that
order. Local Agency shall also establish contact with the railroad company involved for the purpose of
complying with applicable provisions of 23 C.F.R. 646, subpart B, concerning federal-aid projects
involving railroad facilities, and:
a. Execute an agreement with the railroad company setting out what work is to be accomplished and
the location(s) thereof, and which costs shall be eligible for federal participation.
b. he cost of the Work.
c. Establish future maintenance responsibilities for the proposed installation.
d. Proscribe in the agreement the future use or dispositions of the proposed improvements in the event
of abandonment or elimination of a grade crossing.
e. Establish future repair and/or replacement responsibilities, as between the railroad company and the
Local Agency, in the event of accidental destruction or damage to the installation.
vii. Environmental Obligations
Local Agency shall perform all Work in accordance with the requirements of current federal and State
environmental regulations, including the National Environmental Policy Act of 1969 (NEPA) as
applicable.
viii. Maintenance Obligations
Local Agency shall maintain and operate the Work constructed under this Agreement at its own cost and
expense during their useful life, in a manner satisfactory to the State and FHWA. Local Agency shall
conduct such maintenance and operations in accordance with all applicable statutes, ordinances, and
regulations pertaining to maintaining such improvements. The State and FHWA may make periodic
inspections to verify that such improvements are being adequately maintained.
ix. Monitoring Obligations
Local Agency shall respond in a timely manner to and participate fully with the monitoring activities
described in §7.F.vi.
B.
i. The State will perform a final project inspection of the Work as a quality control/assurance activity.
When all Work has been satisfactorily completed, the State will sign the FHWA Form 1212.
ii. Notwithstanding any consents or approvals given by the State for the Plans, the State shall not be liable
or responsible in any manner for the structural design, details or construction of any Work constituting
major structures designed by, or that are the responsibility of, Local Agency, as identified in Exhibit E.
7. PAYMENTS
A. Maximum Amount
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Payments to Local Agency are limited to the unpaid, obligated balance of the Agreement Funds set forth in
Exhibit C. The State shall not pay Local Agency any amount under this Agreement that exceeds the
Agreement Maximum set forth in Exhibit C.
B. Payment Procedures
i. Invoices and Payment
a. The State shall pay Local Agency in the amounts and in accordance with conditions set forth in
Exhibit C.
b. Local Agency shall initiate payment requests by invoice to the State, in a form and manner approved
by the State.
c.
as the amount invoiced correctly represents Work completed by Local Agency and previously
accepted by the State during the term that the invoice covers. If the State determines that the amount
of any invoice is not correct, then Local Agency shall make all changes necessary to correct that
invoice.
d. The acceptance of an invoice shall not constitute acceptance of any Work performed or deliverables
provided under the Agreement.
e. If a project is funded in part by the State with MMOF there is an expiration date for the funds. The
expiration date applies to grants and local funds used to match grants. In order to receive payment
from the State or credit for the match, Work must be completed prior to the expiration date of
funding and invoiced in compliance with C.R.S. §§24-75-102(a) and 24-30-202(11). Billing for this
work must be submitted 30 days prior to the end of the State Fiscal Year which is June 30th.
ii. Interest
hall bear interest
on the unpaid balance beginning on the 46th day at the rate of 1% per month, as required by §24-30-
202(24)(a), C.R.S., until paid in full; provided, however, that interest shall not accrue on unpaid amounts
that the State disputes in writing. Local Agency shall invoice the State separately for accrued interest on
delinquent amounts, and the invoice shall reference the delinquent payment, the number of days interest
to be paid and the interest rate.
iii. Payment Disputes
If Local Agency disputes any calculation, determination, or amount of any payment, Local Agency shall
receipt of the payment or notification of the determination or calculation of the payment by the State.
The State will review the information presented by Local Agency and may make changes to its
determination based on this review. The calculation, determination, or payment amount that results from
all not be subject to additional dispute under this subsection. No payment subject to
a dispute under this subsection shall be due until after the State has concluded its review, and the State
shall not pay any interest on any amount during the period it is subject to dispute under this subsection.
iv. Available Funds-Contingency-Termination
a. The State is prohibited by law from making commitments beyond the term of the current State Fiscal
Year. Payment to Local Agency beyond the current State Fiscal Year is contingent on the
appropriation and continuing availability of Agreement Funds in any subsequent year (as provided
in the Colorado Special Provisions). If federal funds or funds from any other non-State funds
constitute all or some of the Agreement Fun
contingent upon such non-State funding continuing to be made available for payment. Payments to
liability for such payments shall be limited to the amount remaining of such Agreement Funds. If
State, federal or other funds are not appropriated, or otherwise become unavailable to fund this
Agreement, the State may, upon written notice, terminate this Agreement, in whole or in part,
without incurring further liability. The State shall, however, remain obligated to pay for Services
and Goods that are delivered and accepted prior to the effective date of notice of termination, and
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this termination shall otherwise be treated as if this Agreement were terminated in the public interest
as described in §2.C.
b. If the agreement funds are terminated, the State can terminate the contract early. Payment due for
work done to the date of termination will be processed in a manner consistent with §2.C.
v. Erroneous Payments
including, but not limited to, overpayments or improper payments, and unexpended or excess funds
received by Local Agency. The State may recover such payments by deduction from subsequent
payments under this Agreement, deduction from any payment due under any other contracts, grants or
agreements between the State and Local Agency, or by any other appropriate method for collecting debts
owed to the State. The close out of a Federal Award does not affect the right of FHWA or the State to
disallow costs and recover funds on the basis of a later audit or other review. Any cost disallowance
recovery is to be made within the Record Retention Period (as defined below in §9.A.).
C. Matching Funds
Local Agency shall provide matching funds as provided in §7.A. and Exhibit C. Local Agency shall have
raised the full amount of matching funds prior to the Effective Date and shall report to the State regarding
the stat
whether direct or contingent, only extend to funds duly and lawfully appropriated for the purposes of this
Agreement by the authorized representatives of
Exhibit C has
been legally appropriated for the purpose of this Agreement by its authorized representatives and paid into
its treasury. Local Agency may evidence such obligation by an appropriate ordinance/resolution or other
authority letter expressly authorizing Local Agency to enter into this Agreement and to expend its match
share of the Work. A copy of any such ordinance/resolution or authority letter is attached hereto as Exhibit
D. Local Agency does not by this Agreement irrevocably pledge present cash reserves for payments in future
fiscal years, and this Agreement is not intended to create a multiple-fiscal year debt of Local Agency. Local
Agency shall not pay or be liable for any claimed interest, late charges, fees, taxes, or penalties of any nature,
D. Reimbursement of Local Agency Costs
The Sta
described in Exhibit C and §7. The applicable principles described in 2 C.F.R. Part 200 shall govern the
gency and submitted to the State for
reimbursement hereunder, and Local Agency shall comply with all such principles. The State shall reimburse
Local Agency for the federal-aid share of properly documented costs related to the Work after review and
approval thereof, subject to the provisions of this Agreement and Exhibit C. Local Agency costs for Work
performed prior to the Effective Date shall not be reimbursed absent specific allowance of pre-award costs
and indication that the Federal Award funding is retroactive. Local Agency costs for Work performed after
any Performance Period End Date for a respective phase of the Work, is not reimbursable. Allowable costs
shall be:
i. Reasonable and necessary to accomplish the Work and for the Goods and Services provided.
ii. Actual net cost to Local Agency (i.e. the price paid minus any items of value received by Local Agency
that reduce the cost actually incurred).
E. Unilateral Modification of Agreement Funds Budget by State Option Letter
The State may, at its di
the Work schedule in Exhibit C if such modifications do not increase total budgeted Agreement Funds. Such
Option Letters shall amend and update Exhibit C, Sections 2 or 4 of the Table, and sub-sections B and C of
the Exhibit C. Option Letters shall not be deemed valid until signed by the State Controller or an authorized
delegate. Modification of Exhibit C by unilateral Option Letter is permitted only in the specific scenarios
listed below. The State will exercise such options by providing Local Agency a fully executed Option Letter,
in a form substantially equivalent to Exhibit B. Such Option Letters will be incorporated into this
Agreement.
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i. Option to Begin a Phase and/or Increase or Decrease the Encumbrance Amount
The State may require by Option Letter that Local Agency begin a new Work phase that may include
Design, Construction, Environmental, Utilities, ROW Incidentals or Miscellaneous Work (but may not
include Right of Way Acquisition/Relocation or Railroads) as detailed in Exhibit A. Such Option
Letters may not modify the other terms and conditions stated in this Agreement, and must decrease the
amount budgeted and encumbered for one or more other Work phases so that the total amount of
budgeted Agreement Funds remains the same. The State may also issue a unilateral Option Letter to
simultaneously increase and decrease the total encumbrance amount of two or more existing Work
phases, as long as the total amount of budgeted Agreement Funds remains the same, replacing the
original Agreement Funding exhibit (Exhibit C) with an updated Exhibit C-1 (with subsequent exhibits
labeled C-2, C-3, etc.).
ii. Option to Transfer Funds from One Phase to Another Phase.
The State may require or permit Local Agency to transfer Agreement Funds from one Work phase
(Design, Construction, Environmental, Utilities, ROW Incidentals or Miscellaneous) to another phase
as a result of changes to State, federal, and local match funding. In such case, the original funding exhibit
(Exhibit C) will be replaced with an updated Exhibit C-1 (with subsequent exhibits labeled C-2, C-3,
etc.) attached to the Option Letter. The Agreement Funds transferred from one Work phase to another
are subject to the same terms and conditions stated in the original Agreement with the total budgeted
Agreement Funds remaining the same. The State may unilaterally exercise this option by providing a
fully executed Option Letter to Local Agency within thirty (30) days before the initial targeted start date
of the Work phase, in a form substantially equivalent to Exhibit B.
iii. Option to Exercise Options i and ii.
The State may require Local Agency to add a Work phase as detailed in Exhibit A, and encumber and
transfer Agreement Funds from one Work phase to another. The original funding exhibit (Exhibit C) in
the original Agreement will be replaced with an updated Exhibit C-1 (with subsequent exhibits labeled
C-2, C-3, etc.) attached to the Option Letter. The addition of a Work phase and encumbrance and transfer
of Agreement Funds are subject to the same terms and conditions stated in the original Agreement with
the total budgeted Agreement Funds remaining the same. The State may unilaterally exercise this option
by providing a fully executed Option Letter to Local Agency within 30 days before the initial targeted
start date of the Work phase, in a form substantially equivalent to Exhibit B.
iv. Option to Update a Work Phase Performance Period and/or modify information required under the OMB
Uniform Guidance, as outlined in Exhibit C. The State may update any information contained in
Exhibit C, Sections 2 and 4 of the Table, and sub-sections B and C of the Exhibit C.
F. Accounting
Local Agency shall establish and maintain accounting systems in accordance with generally accepted
accounting standards (a separate set of accounts, or as a separate and integral part of its current accounting
scheme). Such accounting systems shall, at a minimum, provide as follows:
i. Local Agency Performing the Work
If Local Agency is performing the Work, it shall document all allowable costs, including any approved
Services contributed by Local Agency or subcontractors, using payrolls, time records, invoices,
contracts, vouchers, and other applicable records.
ii. Local Agency-Checks or Draws
Checks issued or draws made by Local Agency shall be made or drawn against properly signed vouchers
detailing the purpose thereof. Local Agency shall keep on file all checks, payrolls, invoices, contracts,
vouchers, orders, and other accounting documents in the office of Local Agency, clearly identified,
readily accessible, and to the extent feasible, separate and apart from all other Work documents.
iii. State-Administrative Services
The State may perform any necessary administrative support services required hereunder. Local Agency
shall reimburse the State for the costs of any such services from the budgeted Agreement Funds as
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provided for in Exhibit C. If FHWA Agreement Funds are or become unavailable, or if Local Agency
terminates this Agreement prior to the Work being approved by the State or otherwise completed, then
all actual incurred costs of such services and assistance provided by the State shall be reimbursed to the
State by Local Agency at its sole expense.
iv. Local Agency-Invoices
which it seeks reimbursement, the dates such costs were incurred and the amounts thereof, and Local
Agency shall not submit more than one invoice per month.
v. Invoicing Within 60 Days
The State shall not be liable to reimburse Local Agency for any costs invoiced more than 60 days after
Stat
audit. Any costs incurred by Local Agency that are not allowable under 2 C.F.R. Part 200 shall be Local
such disallowed costs from any payments due to Local
Agency. The State will not reimburse costs for Work performed after the Performance Period End Date
for a respective Work phase. The State will not reimburse costs for Work performed prior to Performance
Period End Date, but for which an invoice is received more than 60 days after the Performance Period
End Date.
vi. Risk Assessment & Monitoring
Pursuant to 2 C.F.R. 200.331(b),
federal statutes, regulations, and terms and conditions of this Agreement. Local Agency shall complete
a Risk Assessment Form (Exhibit L) when that may be requested by CDOT. The risk assessment is a
quantitative and/or qualitative determination of the potential for Loc-compliance with
the requirements of the Federal Award. The risk assessment will evaluate some or all of the following
factors:
Experience: Factors associated with the experience and history of the Subrecipient with the same or
similar Federal Awards or grants.
monitoring visits, including those performed by the Federal Awarding Agency, when the
Subrecipient also receives direct federal funding. Include audit results if Subrecipient receives single
audit, where the specific award being assessed was selected as a major program.
failure could imp
services.
financial requirements of the Federal Award.
Internal Controls: Factors associated with safeguarding assets and resources, deterring and detecting
errors, fraud and theft, ensuring accuracy and completeness of accounting data, producing reliable
and timely financial and management information, and ensuring adherence to its policies and plans.
-compliance to the
overall success of the program objectives.
Program Management: Factors associated with processes to manage critical personnel, approved
written procedures, and knowledge of rules and regulations regarding federal-aid projects.
Exhibit L), CDOT will determine
formance of the Work. This risk assessment
may be re-evaluated after CDOT begins performing monitoring activities.
G. Close Out
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Local Agency shall close out this Award within 90 days after the Final Phase Performance End Date. Close
out requires Local
final documentation has been submitted and accepted by the State as substantially complete. If FHWA has
not closed this Federal Award within 1 year and 90 days after the Final Phase Performance End Date due to
applying for new Federal Awards through the State until such documentation is submitted and accepted.
8. REPORTING - NOTIFICATION
A. Quarterly Reports
In addition to any reports required pursuant to §19 or pursuant to any exhibit, for any contract having a term
longer than 3 months, Local Agency shall submit, on a quarterly basis, a written report specifying progress
made for each specified performance measure and standard in this Agreement. Such progress report shall be
in accordance with the procedures developed and prescribed by the State. Progress reports shall be submitted
to the State not later than five (5) Business Days following the end of each calendar quarter or at such time
as otherwise specified by the State.
B. Litigation Reporting
If Local Agency is served with a pleading or other document in connection with an action before a court or
other administrative decision making body, and such pleading or document relates to this Agreement or may
s Agreement, Local Agency shall, within 10
days after being served, notify the State of such action and deliver copies of such pleading or document to
§16.
C. Performance and Final Status
Local Agency shall submit all financial, performance and other reports to the State no later than 60 calendar
days after the Final Phase Performance End Date or sooner termination of this Agreement, containing an
D. Violations Reporting
Local Agency must disclose, in a timely manner, in writing to the State and FHWA, all violations of federal
or State criminal law involving fraud, bribery, or gratuity violations potentially affecting the Federal Award.
Penalties for noncompliance may include suspension or debarment (2 CFR Part 180 and 31 U.S.C. 3321).
9. LOCAL AGENCY RECORDS
A. Maintenance
Local Agency shall make, keep, maintain, and allow inspection and monitoring by the State of a complete
file of all records, documents, communications, notes and other written materials, electronic media files, and
communications, pertaining in any manner to the Work or the delivery of Services (including, but not limited
to the operation of programs) or Goods hereunder. Local Agency shall maintain such records for a period
expenditure report, or if this Award is renewed quarterly or annually, from the date of the submission of each
quarterly or annual report, respectively. If any litigation, claim, or audit related to this Award starts before
expiration of the Record Retention Period, the Record Retention Period shall extend until all litigation,
claims, or audit findings have been resolved and final action taken by the State or Federal Awarding Agency.
The Federal Awarding Agency, a cognizant agency for audit, oversight or indirect costs, and the State, may
notify Local Agency in writing that the Record Retention Period shall be extended. For records for real
property and equipment, the Record Retention Period shall extend three years following final disposition of
such property.
B. Inspection
Local Agency shall permit the State to audit, inspect, examine, excerpt, copy, and transcribe Local Agency
Records during the Record Retention Period. Local Agency shall make Local Agency Records available
ly agreed upon
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that a shorter period of notice, or no notice, is necessary to protect the interests of the State.
C. Monitoring
ance of the Work.
D. Final Audit Report
Local Agency shall promptly submit to the State a copy of any final audit report of an audit performed on
by Local Agency or a third party.
10. CONFIDENTIAL INFORMATION-STATE RECORDS
A. Confidentiality
Local Agency shall hold and maintain, and cause all Subcontractors to hold and maintain, any and all State
Records that the State provides or makes available to Local Agency for the sole and exclusive benefit of the
State, unless those State Records are otherwise publicly available at the time of disclosure or are subject to
disclosure by Local Agency under CORA. Local Agency shall not, without prior written approval of the
the use by any third party for its benefit or to the detriment of the State, any State Records, except as otherwise
stated in this Agreement. Local Agency shall provide for the security of all State Confidential Information
in accordance with all policies promulgated by the Colorado Office of Information Security and all applicable
laws, rules, policies, publications, and guidelines. Local Agency shall immediately forward any request or
B. Other Entity Access and Nondisclosure Agreements
Local Agency may provide State Records to its agents, employees, assigns and Subcontractors as necessary
to perform the Work, but shall restrict access to State Confidential Information to those agents, employees,
assigns and Subcontractors who require access to perform their obligations under this Agreement. Local
Agency shall ensure all such agents, employees, assigns, and Subcontractors sign nondisclosure agreements
with provisions at least as protective as those in this Agreement, and that the nondisclosure agreements are
in force at all times the agent, employee, assign or Subcontractor has access to any State Confidential
Information. Local Agency shall provide copies of those signed nondisclosure agreements to the State upon
request.
C. Use, Security, and Retention
Local Agency shall use, hold and maintain State Confidential Information in compliance with any and all
applicable laws and regulations in facilities located within the United States, and shall maintain a secure
environment that ensures confidentiality of all State Confidential Information wherever located. Local
Agency shall pr
purposes of inspecting and monitoring access and use of State Confidential Information and evaluating
security control effectiveness. Upon the expiration or termination of this Agreement, Local Agency shall
return State Records provided to Local Agency or destroy such State Records and certify to the State that it
has done so, as directed by the State. If Local Agency is prevented by law or regulation from returning or
destroying State Confidential Information, Local Agency warrants it will guarantee the confidentiality of,
and cease to use, such State Confidential Information.
D. Incident Notice and Remediation
If Local Agency becomes aware of any Incident, it shall notify the State immediately and cooperate with the
State regarding recovery, remediation, and the necessity to involve law enforcement, as determined by the
State. Unless Local Agency can establish that none of Local Agency or any of its agents, employees, assigns
or Subcontractors are the cause or source of the Incident, Local Agency shall be responsible for the cost of
notifying each person who may have been impacted by the Incident. After an Incident, Local Agency shall
take steps to reduce the risk of incurring a similar type of Incident in the future as directed by the State, which
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may include, but is not limited to, developing and implementing a remediation plan that is approved by the
State at no additional cost to the State.
11. CONFLICTS OF INTEREST
A. Actual Conflicts of Interest
Local Agency shall not engage in any business or activities, or maintain any relationships that conflict in any
way with the full performance of the obligations of Local Agency under this Agreement. Such a conflict of
intere
provide any tangible personal benefit to an employee of the State, or any member of his or her immediate
family or his or her partner, related to the award of, entry into or management or oversight of this Agreement.
Officers, employees and agents of Local Agency may neither solicit nor accept gratuities, favors or anything
of monetary value from contractors or parties to subcontracts.
B. Apparent Conflicts of Interest
Local Agency acknowledges that, with respect to this Agreement, even the appearance of a conflict of interest
from any practices, activities or relationships that reasonably appear to be in conflict with the full
C. Disclosure to the State
If a conflict or the appearance of a conflict arises, or if Local Agency is uncertain whether a conflict or the
appearance of a conflict has arisen, Local Agency shall submit to the State a disclosure statement setting
to follow t
Agreement.
12. INSURANCE
Local Agency shall obtain and maintain, and ensure that each Subcontractor shall obtain and maintain, insurance
as specified in this section at all times during the term of this Agreement. All insurance policies required by this
Agreement that are not provided through self-insurance shall be issued by insurance companies with an AM Best
rating of A-VIII or better.
A. Local Agency Insurance
Local Agency is a "public entity" within the meaning of the Colorado Governmental Immunity Act, §24-10-
101, et seq.
insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under the GIA.
B. Subcontractor Requirements
Local Agency shall ensure that each Subcontractor that is a public entity within the meaning of the GIA,
maintains at all times during the terms of this Agreement, such liability insurance, by commercial policy or
self-
ensure that each Subcontractor that is not a public entity within the meaning of the GIA, maintains at all
times during the terms of this Agreement all of the following insurance policies:
i.
covering all Local Agency or Subcontractor employees acting within the course and scope of their
employment.
ii. General Liability
Commercial general liability insurance written on an Insurance Services Office occurrence form,
covering premises operations, fire damage, independent contractors, products and completed operations,
blanket contractual liability, personal injury, and advertising liability with minimum limits as follows:
a. $1,000,000 each occurrence;
b. $1,000,000 general aggregate;
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c. $1,000,000 products and completed operations aggregate; and
d. $50,000 any 1 fire.
iii. Automobile Liability
Automobile liability insurance covering any auto (including owned, hired and non-owned autos) with a
minimum limit of $1,000,000 each accident combined single limit.
iv. Protected Information
Liability insurance covering all loss of State Confidential Information, such as PII, PHI, PCI, Tax
Information, and CJI, and claims based on alleged violations of privacy rights through improper use or
disclosure of protected information with minimum limits as follows:
a. $1,000,000 each occurrence; and
b. $2,000,000 general aggregate.
v. Professional Liability Insurance
Professional liability insurance covering any damages caused by an error, omission or any negligent act
with minimum limits as follows:
a. $1,000,000 each occurrence; and
b. $1,000,000 general aggregate.
vi. Crime Insurance
Crime insurance including employee dishonesty coverage with minimum limits as follows:
a. $1,000,000 each occurrence; and
b. $1,000,000 general aggregate.
C. Additional Insured
The State shall be named as additional insured on all commercial general liability policies (leases and
construction contracts require additional insured coverage for completed operations) required of Local
Agency and Subcontractors. In the event of cancellation of any commercial general liability policy, the carrier
shall provide at least 10 days prior written notice to CDOT.
D. Primacy of Coverage
Coverage required of Local Agency and each Subcontractor shall be primary over any insurance or self-
insurance program carried by Local Agency or the State.
E. Cancellation
All commercial insurance policies shall include provisions preventing cancellation or non-renewal, except
for cancellation based on non-payment of premiums, without at least 30 days prior notice to Local Agency
and Local Agency shall forward such notice to the State in accordance with §16 within 7 days of Local
F. Subrogation Waiver
All commercial insurance policies secured or maintained by Local Agency or its Subcontractors in relation
to this Agreement shall include clauses stating that each carrier shall waive all rights of recovery under
subrogation or otherwise against Local Agency or the State, its agencies, institutions, organizations, officers,
agents, employees, and volunteers.
G. Certificates
For each commercial insurance plan provided by Local Agency under this Agreement, Local Agency shall
within 7 Business Days following the Effective Date. Local Agency shall provide to the State certificates
evidencing Subcontractor insurance coverage required under this Agreement within 7 Business Days
subcontract is not in effect as of the Effective
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Date, Local Agency shall provide to the State certificates showing Subcontractor insurance coverage required
. No
Agency shall deliver to the State certificates of insurance evidencing renewals of coverage. At any other time
during the term of this Agreement, upon request by the State, Local Agency shall, within 7 Business Days
following the request by the State, supply to the State evidence satisfactory to the State of compliance with
the provisions of this §12.
13. BREACH
A. Defined
The failure of a Party to perform any of its obligations in accordance with this Agreement, in whole or in part
or in a timely or satisfactory manner, shall be a breach. The institution of proceedings under any bankruptcy,
insolvency, reorganization or similar law, by or against Local Agency, or the appointment of a receiver or
similar officer for Local Agency or any of its property, which is not vacated or fully stayed within 30 days
after the institution of such proceeding, shall also constitute a breach.
B. Notice and Cure Period
In the event of a breach, the aggrieved Party shall give written notice of breach to the other Party. If the
notified Party does not cure the breach, at its sole expense, within 30 days after the delivery of written notice,
the Party may exercise any of the remedies as described in §14 for that Party. Notwithstanding any provision
of this Agreement to the contrary, the State, in its discretion, need not provide notice or a cure period and
may immediately terminate this Agreement in whole or in part or institute any other remedy in the Agreement
in order to protect the public interest of the State.
14. REMEDIES
A.
If Local Agency is in breach under any provision of this Agreement and fails to cure such breach, the State,
following the notice and cure period set forth in §13.B, shall have all of the remedies listed in this §14.A. in
addition to all other remedies set forth in this Agreement or at law. The State may exercise any or all of the
remedies available to it, in its discretion, concurrently or consecutively.
i. Termination for Breach
ntire Agreement or any
part of this Agreement. Local Agency shall continue performance of this Agreement to the extent not
terminated, if any.
a. Obligations and Rights
To the extent specified in any termination notice, Local Agency shall not incur further obligations
or render further performance past the effective date of such notice, and shall terminate outstanding
orders and subcontracts with third parties. However, Local Agency shall complete and deliver to the
State all Work not cancelled by the termination notice, and may incur obligations as necessary to do
all of Local Agency's rights, title, and interest in and to such terminated orders or subcontracts. Upon
termination, Local Agency shall take timely, reasonable and necessary action to protect and preserve
request, Local Agency shall return materials o
the time of any termination. Local Agency shall deliver all completed Work Product and all Work
b. Payments
Notwithstanding anything to the contrary, the State shall only pay Local Agency for accepted Work
received as of the date of termination. If, after termination by the State, the State agrees that Local
Agency was not in breach or that Local Agency's action or inaction was excusable, such termination
shall be treated as a termination in the public interest, and the rights and obligations of the Parties
shall be as if this Agreement had been terminated in the public interest under §2.C.
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c. Damages and Withholding
Notwithstanding any other remedial action by the State, Local Agency shall remain liable to the
State for any damages sustained by the State in connection with any breach by Local Agency, and
the State may withhold payment to Local Agency for the purpose of mitigat
until such time as the exact amount of damages due to the State from Local Agency is determined.
The State may withhold any amount that may be due Local Agency as the State deems necessary to
protect the State against loss including, without limitation, loss as a result of outstanding liens and
excess costs incurred by the State in procuring from third parties replacement Work as cover.
ii. Remedies Not Involving Termination
The State, in its discretion, may exercise one or more of the following additional remedies:
a. Suspend Performance
corrective action as specified by the State without entitling Local Agency to an adjustment in price
or cost or an adjustment in the performance schedule. Local Agency shall promptly cease
not be liable for costs incurred by Local Agency after the suspension of performance.
b. Withhold Payment
Withhold payment to Local Agency until Local Agency corrects its Work.
c. Deny Payment
be performed or if they were performed are reasonably of no value to the state; provided, that any
denial of payment shall be equal to the value of the obligations not performed.
d. Removal
Subcontractors from the Work whom the State deems incompetent, careless, insubordinate,
unsuitable, or otherwise unacceptable or whose continued relation to this Agreement is deemed by
e. Intellectual Property
If any Work infringes a patent, copyright, trademark, trade secret, or other intellectual property right,
Local Agency shall, as approved by the State (a) secure that right to use such Work for the State or
Local Agency; (b) replace the Work with noninfringing Work or modify the Work so that it becomes
noninfringing; or, (c) remove any infringing Work and refund the amount paid for such Work to the
State.
B.
If the State is in breach of any provision of this Agreement and does not cure such breach, Local Agency,
following the notice and cure period in §13.B and the dispute resolution process in §15 shall have all remedies
available at law and equity.
15. DISPUTE RESOLUTION
A. Initial Resolution
Except as herein specifically provided otherwise, disputes concerning the performance of this Agreement
which cannot be resolved by the designated Agreement representatives shall be referred in writing to a senior
departmental management staff member designated by the State and a senior manager designated by Local
Agency for resolution.
B. Resolution of Controversies
If the initial resolution described in §15.A fails to resolve the dispute within 10 Business Days, Contractor
shall submit any alleged breach of this Contract by the State to the Procurement Official of CDOT as
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described in §24-101-301(30), C.R.S. for resolution in accordance with the provisions of §§24-106-109, 24-
109-101.1, 24-109-101.5, 24-109-106, 24-109-107, 24-109-201 through 24-109-206, and 24-109-501
through 24-109-505,
director of the Department of Personnel and Administration, or their delegate, under the Resolution Statutes
before Contractor pursues any further action as permitted by such statutes. Except as otherwise stated in this
Section, all requirements of the Resolution Statutes shall apply including, without limitation, time limitations.
16. NOTICES AND REPRESENTATIVES
Each individual identified below shall be the principal representative of the designating Party. All notices required
or permitted to be given under this Agreement shall be in writing, and shall be delivered (i) by hand with receipt
required, (ii)
or (iii) as an email with read receipt requested to the principal representative at the email address, if any, set forth
below. If a Party delivers a notice to another through email and the email is undeliverable, then, unless the Party
has been provided with an alternate email contact, the Party delivering the notice shall deliver the notice by hand
with receipt requir
forth below. Either Party may change its principal representative or principal representative contact information
by notice submitted in accordance with this §16 without a formal amendment to this Agreement. Unless otherwise
provided in this Agreement, notices shall be effective upon delivery of the written notice.
For the State
Colorado Department of Transportation (CDOT)
Donald Scanga, Local Agency Coordinator
5615 Wills Boulevard
Pueblo, CO 81008
719-621-8340
donald.scanga@state.co.us
For the Local Agency
City of Pueblo
Kelly Grisham, Senior Planner
211 East D Street
Pueblo, CO 81003
719-553-2254
kgrisham@pueblo.us
17. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION
A. Work Product
Local Agency assigns to the State and its successors and assigns, the entire right, title, and interest in and to
all causes of action, either in law or in equity, for past, present, or future infringement of intellectual property
rights related to the Work Product and all works based on, derived from, or incorporating the Work Product.
Whether or not Local Agency is under contract with the State at the time, Local Agency shall execute
applications, assignments, and other documents, and shall render all other reasonable assistance requested by
the State, to enable the State to secure patents, copyrights, licenses and other intellectual property rights
related to the Work Product. The Parties intend the Work Product to be works made for hire.
i. Copyrights
To the extent that the Work Product (or any portion of the Work Product) would not be considered works
made for hire under applicable law, Local Agency hereby assigns to the State, the entire right, title, and
interest in and to copyrights in all Work Product and all works based upon, derived from, or incorporating
the Work Product; all copyright applications, registrations, extensions, or renewals relating to all Work
Product and all works based upon, derived from, or incorporating the Work Product; and all moral rights
or similar rights with respect to the Work Product throughout the world. To the extent that Local Agency
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cannot make any of the assignments required by this section, Local Agency hereby grants to the State a
perpetual, irrevocable, royalty-free license to use, modify, copy, publish, display, perform, transfer,
distribute, sell, and create derivative works of the Work Product and all works based upon, derived from,
or incorporating the Work Product by all means and methods and in any format now known or invented
in the future. The State may assign and license its rights under this license.
ii. Patents
In addition, Local Agency grants to the State (and to recipients of Work Product distributed by or on
behalf of the State) a perpetual, worldwide, no-charge, royalty-free, irrevocable patent license to make,
have made, use, distribute, sell, offer for sale, import, transfer, and otherwise utilize, operate, modify
and propagate the contents of the Work Product. Such license applies only to those patent claims
licensable by Local Agency that are necessarily infringed by the Work Product alone, or by the
combination of the Work Product with anything else used by the State.
B. Exclusive Property of the State
Except to the extent specifically provided elsewhere in this Agreement, any pre-existing State Records, State
software, research, reports, studies, photographs, negatives, or other documents, drawings, models, materials,
data, and information shall be the exclusive property of the State (collective
Agency shall not use, willingly allow, cause or permit Work Product or State Materials to be used for any
consent of the State. Upon termination of this Agreement for any reason, Local Agency shall provide all
Work Product and State Materials to the State in a form and manner as directed by the State.
18. GOVERNMENTAL IMMUNITY
Liability for claims for injuries to persons or property arising from the negligence of the Parties, their departments,
boards, commissions committees, bureaus, offices, employees and officials shall be controlled and limited by the
provisions of the GIA; the Federal Tort Claims Act, 28 U.S.C. Pt. VI, Ch. 171 and 28 U.S.C. 1346(b), and the
-30-1501, et seq. C.R.S.
19. STATEWIDE CONTRACT MANAGEMENT SYSTEM
If the maximum amount payable to Local Agency under this Agreement is $100,000 or greater, either on the
Effective Date or at anytime thereafter, this §19 shall apply. Local Agency agrees to be governed by and comply
with the provisions of §24-102-205, §24-102-206, §24-103-601, §24-103.5-101 and §24-105-102 C.R.S.
regarding the monitoring of vendor performance and the reporting of contract performance information in the
shall be subject to evaluation and review in accordance with the terms and conditions of this Agreement, Colorado
statutes governing CMS, and State Fiscal Rules and State Controller policies.
20. GENERAL PROVISIONS
A. Assignment
assigned without the prior, written consent of the State. Any attempt at assignment or transfer without such
State shall be subject to the provisions of this Agreement
B. Subcontracts
Local Agency shall not enter into any subcontract in connection with its obligations under this Agreement
without the prior, written approval of the State. Local Agency shall submit to the State a copy of each such
subcontract upon request by the State. All subcontracts entered into by Local Agency in connection with this
Agreement shall comply with all applicable federal and state laws and regulations, shall provide that they are
governed by the laws of the State of Colorado, and shall be subject to all provisions of this Agreement.
C. Binding Effect
Except as otherwise provided in §20.A. all provisions of this Agreement, including the benefits and burdens,
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D. Authority
Each Party represents and warrants to the other that the execution and delivery of this Agreement and the
E. Captions and References
The captions and headings in this Agreement are for convenience of reference only, and shall not be used to
interpret, define, or limit its provisions. All references in this Agreement to sections (whether spelled out or
using the § symbol), subsections, exhibits or other attachments, are references to sections, subsections,
exhibits or other attachments contained herein or incorporated as a part hereof, unless otherwise noted.
F. Counterparts
This Agreement may be executed in multiple, identical, original counterparts, each of which shall be deemed
to be an original, but all of which, taken together, shall constitute one and the same agreement.
G. Entire Understanding
This Agreement represents the complete integration of all understandings between the Parties related to the
Work, and all prior representations and understandings related to the Work, oral or written, are merged into
this Agreement. Prior or contemporaneous additions, deletions, or other changes to this Agreement shall not
have any force or effect whatsoever, unless embodied herein.
H. Jurisdiction and Venue
All suits or actions related to this Agreement shall be filed and proceedings held in the State of Colorado and
exclusive venue shall be in the City and County of Denver.
I. Modification
Except as otherwise provided in this Agreement, any modification to this Agreement shall only be effective
if agreed to in a formal amendment to this Agreement, properly executed and approved in accordance with
applicable Colorado State law and State Fiscal Rules. Modifications permitted under this Agreement, other
than contract amendments, shall conform to the policies promulgated by the Colorado State Controller.
J. Statutes, Regulations, Fiscal Rules, and Other Authority.
Any reference in this Agreement to a statute, regulation, State Fiscal Rule, fiscal policy or other authority
shall be interpreted to refer to such authority then current, as may have been changed or amended since the
Effective Date of this Agreement.
K. Order of Precedence
In the event of a conflict or inconsistency between this Agreement and any exhibits or attachment such
conflict or inconsistency shall be resolved by reference to the documents in the following order of priority:
i. Colorado Special Provisions in the main body of this Agreement.
ii. The provisions of the other sections of the main body of this Agreement.
iii Exhibit A, Statement of Work.
iv. Exhibit D, Local Agency Resolution.
v. Exhibit C, Funding Provisions.
vi. Exhibit B, Sample Option Letter.
vii. Exhibit E, Local Agency Contract Administration Checklist.
viii. Other exhibits in descending order of their attachment.
L. Severability
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain in full force and effect, provided
that the Parties can continue to perform their obligations under this Agreement in accordance with the intent
of the Agreement.
M. Survival of Certain Agreement Terms
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Any provision of this Agreement that imposes an obligation on a Party after termination or expiration of the
Agreement shall survive the termination or expiration of the Agreement and shall be enforceable by the other
Party.
N. Third Party Beneficiaries
ed in §20.C, this Agreement does not and is
not intended to confer any rights or remedies upon any person or entity other than the Parties. Enforcement
of this Agreement and all rights and obligations hereunder are reserved solely to the Parties. Any services or
benefits which third parties receive as a result of this Agreement are incidental to the Agreement, and do not
create any rights for such third parties.
O. Waiver
eement, whether explicit
or by lack of enforcement, shall not operate as a waiver, nor shall any single or partial exercise of any right,
power, or privilege preclude any other or further exercise of such right, power, or privilege.
P. CORA Disclosure
To the extent not prohibited by federal law, this Agreement and the performance measures and standards
required under §24-103.5-101 C.R.S., if any, are subject to public release through the CORA.
Q. Standard and Manner of Performance
Local Agency shall perform its obligations under this Agreement in accordance with the highest standards of
R. Licenses, Permits, and Other Authorizations.
Local Agency shall secure, prior to the Effective Date, and maintain at all times during the term of this
Agreement, at its sole expense, all licenses, certifications, permits, and other authorizations required to
perform its obligations under this Agreement, and shall ensure that all employees, agents and Subcontractors
secure and maintain at all times during the term of their employment, agency or subcontract, all license,
certifications, permits and other authorizations required to perform their obligations in relation to this
Agreement.
21. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3)
These Special Provisions apply to all contracts except where noted in italics.
A. STATUTORY APPROVAL. §24-30-202(1), C.R.S.
This Contract shall not be valid until it has been approved by the Colorado State Controller or designee. If
this Contract is for a Major Information Technology Project, as defined in §24-37.5-102(2.6), then this
B. FUND AVAILABILITY. §24-30-202(5.5), C.R.S.
Financial obligations of the State payable after the current State Fiscal Year are contingent upon funds for
that purpose being appropriated, budgeted, and otherwise made available.
C. GOVERNMENTAL IMMUNITY.
Liability for claims for injuries to persons or property arising from the negligence of the State, its
departments, boards, commissions committees, bureaus, offices, employees and officials shall be controlled
and limited by the provisions of the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S.; the
statutes, §§24-30-1501, et seq. C.R.S. No term or condition of this Contract shall be construed or interpreted
as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions,
contained in these statutes.
D. INDEPENDENT CONTRACTOR
Contractor shall perform its duties hereunder as an independent contractor and not as an employee. Neither
Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee of the State.
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Contractor shall not have authorization, express or implied, to bind the State to any agreement, liability or
understanding, except as expressly set forth herein. Contractor and its employees and agents are not
entitled to unemployment insurance or workers compensation benefits through the State and the State
shall not pay for or otherwise provide such coverage for Contractor or any of its agents or employees.
Contractor shall pay when due all applicable employment taxes and income taxes and local head taxes
incurred pursuant to this Contract. Contractor shall (i) provide and keep in force workers'
compensation and unemployment compensation insurance in the amounts required by law, (ii) provide
proof thereof when requested by the State, and (iii) be solely responsible for its acts and those of its
employees and agents.
E. COMPLIANCE WITH LAW.
Contractor shall comply with all applicable federal and State laws, rules, and regulations in effect or hereafter
established, including, without limitation, laws applicable to discrimination and unfair employment practices.
F. CHOICE OF LAW, JURISDICTION, AND VENUE.
Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation,
execution, and enforcement of this Contract. Any provision included or incorporated herein by reference
which conflicts with said laws, rules, and regulations shall be null and void. All suits or actions related to this
Contract shall be filed and proceedings held in the State of Colorado and exclusive venue shall be in the City
and County of Denver.
G. PROHIBITED TERMS.
Any term included in this Contract that requires the State to indemnify or hold Contractor harmless; requires
injury, or damage to tangible property; or that conflicts with this provision in any way shall be void ab initio.
Nothing in this Contract shall be construed as a waiver of any provision of §24-106-109 C.R.S. Any term
included in this Contract that limits Cont
in excess of any insurance to be maintained under this Contract, and no insurance policy shall be interpreted
as being subject to any limitations of liability of this Contract.
H. SOFTWARE PIRACY PROHIBITION.
State or other public funds payable under this Contract shall not be used for the acquisition, operation, or
maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions.
Contractor hereby certifies and warrants that, during the term of this Contract and any extensions, Contractor
has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds.
If the State determines that Contractor is in violation of this provision, the State may exercise any remedy
available at law or in equity or under this Contract, including, without limitation, immediate termination of
this Contract and any remedy consistent with federal copyright laws or applicable licensing restrictions.
I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and 24-50-507,
C.R.S.
The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest
whatsoever in the service or property described in this Contract. Contractor has no interest and shall not
acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of
uch known interests.
J. VENDOR OFFSET AND ERRONEOUS PAYMENTS. §§24-30-202(1) and 24-30-202.4, C.R.S.
\[Not applicable to intergovernmental agreements\] Subject to §24-30-202.4(3.5), C.R.S., the State Controller
offset intercept system for debts owed to State agencies for:
(i) unpaid child support debts or child support arrearages; (ii) unpaid balances of tax, accrued interest, or
other charges specified in §§39-21-101, et seq., C.R.S.; (iii) unpaid loans due to the Student Loan Division
of the Department of Higher Education; (iv) amounts required to be paid to the Unemployment Compensation
Fund; and (v) other unpaid debts owing to the State as a result of final agency determination or judicial action.
The State m
including, but not limited to, overpayments or improper payments, and unexpended or excess funds received
by Contractor by deduction from subsequent payments under this Contract, deduction from any payment due
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under any other contracts, grants or agreements between the State and Contractor, or by any other appropriate
method for collecting debts owed to the State.
K. PUBLIC CONTRACTS FOR SERVICES. §§8-17.5-101, et seq., C.R.S.
\[Not applicable to agreements relating to the offer, issuance, or sale of securities, investment advisory
services or fund management services, sponsored projects, intergovernmental agreements, or information
technology services or products and services\] Contractor certifies, warrants, and agrees that it does not
knowingly employ or contract with an illegal alien who will perform work under this Contract and will
confirm the employment eligibility of all employees who are newly hired for employment in the United States
to perform work under this Contract, through participation in the E-Verify Program or the State verification
program established pursuant to §8-17.5-102(5)(c), C.R.S., Contractor shall not knowingly employ or
contract with an illegal alien to perform work under this Contract or enter into a contract with a Subcontractor
that fails to certify to Contractor that the Subcontractor shall not knowingly employ or contract with an illegal
alien to perform work under this Contract. Contractor (i) shall not use E-Verify Program or the program
pre-employment screening of job applicants while this Contract is being performed, (ii) shall notify the
Subcontractor and the contracting State agency or institution of higher education within 3 days if Contractor
has actual knowledge that a Subcontractor is employing or contracting with an illegal alien for work under
this Contract, (iii) shall terminate the subcontract if a Subcontractor does not stop employing or contracting
with the illegal alien within 3 days of receiving the notice, and (iv) shall comply with reasonable requests
made in the course of an investigation, undertaken pursuant to §8-17.5-102(5), C.R.S., by the Colorado
Department of Labor and Employment. If Contractor participates in the Department program, Contractor
shall deliver to the contracting State agency, Institution of Higher Education or political subdivision, a
written, notarized affirmation, affirming that Contractor has examined the legal work status of such
employee, and shall comply with all of the other requirements of the Department program. If Contractor fails
to comply with any requirement of this provision or §§8-17.5-101, et seq., C.R.S., the contracting State
agency, institution of higher education or political subdivision may terminate this Contract for breach and, if
so terminated, Contractor shall be liable for damages.
L. PUBLIC CONTRACTS WITH NATURAL PERSONS. §§24-76.5-101, et seq., C.R.S.
Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty
of perjury that Contractor (i) is a citizen or otherwise lawfully present in the United States pursuant to federal
law, (ii) shall comply with the provisions of §§24-76.5-101, et seq., C.R.S., and (iii) has produced one form
of identification required by §24-76.5-103, C.R.S. prior to the Effective Date of this Contract.
Revised 11-1-18
22. FEDERAL REQUIREMENTS
Local Agency and/or their contractors, subcontractors, and consultants shall at all times during the execution of
this Agreement strictly adhere to, and comply with, all applicable federal and State laws, and their implementing
regulations, as they currently exist and may hereafter be amended. A summary of applicable federal provisions
are attached hereto as Exhibit F, Exhibit I, Exhibit J, Exhibit K and Exhibit M are hereby incorporated by this
reference.
23. DISADVANTAGED BUSINESS ENTERPRISE (DBE)
Local Agency will comply with all requirements of Exhibit G and Local Agency Contract Administration
Checklist regarding DBE requirements for the Work, except that if Local Agency desires to use its own DBE
program to implement and administer the DBE provisions of 49 C.F.R. Part 26 under this Agreement, it must
Agreement. If Local Agency uses any State- approved DBE program for this Agreement, Local Agency shall be
solely responsible to defend that DBE program and its use of that program against all legal and other challenges
or complaints, at its sole cost and expense. Such responsibility includes, without limitation, determinations
concerning DBE eligibility requirements and certification, adequate legal and factual bases for DBE goals and
ify the
sole responsibility of Local Agency for use of its program.
24. DISPUTES
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OLA #: 331002373
Routing #: 21-HA2-XC-00024
Except as otherwise provided in this Agreement, any dispute concerning a question of fact arising under this
Agreement which is not disposed of by agreement shall be decided by the Chief Engineer of the Department of
Transportation. The decision of the Chief Engineer will be final and conclusive unless, within 30 calendar days
after the date of receipt of a copy of such written decision, Local Agency mails or otherwise furnishes to the State
a written appeal addressed to the Executive Director of CDOT. In connection with any appeal proceeding under
this clause, Local Agency shall be afforded an opportunity to be heard and to offer evidence in support of its
appeal. Pending final decision of a dispute hereunder, Local Agency shall proceed diligently with the performance
his duly authorized representative for the determination of such appeals shall be final and conclusive and serve
as final agency action. This dispute clause does not preclude consideration of questions of law in connection with
decisions provided for herein. Nothing in this Agreement, however, shall be construed as making final the
decision of any administrative official, representative, or board on a question of law.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
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EXHIBIT A
SCOPEOF WORK
Prairie Ave to Minnequa Lake Trail
MTF M086-088 (24024) and TAP M086-091 (24079)
GeneralDescription
Theocalgency shall be responsible fordesignand construction of an on-street and off-street
trailconnection from Prairie Avenue and SH45, Pueblo Blvd, to Lake Minnequain the Cityof
Pueblo,Project M086-088 (24024)and M086-091 (24079). The project will include the design of
the entireproject andwill includeconstructionof a 12’ wide concretemulti-use trail, trailhead
improvementsand crossing and trail grade improvements. The project will also include lighting,
crosswalkimprovements, on-streetbike lanes,bollards and some grading.
STIP#(SR25079.078)
Definitions–N/A
Personnel
3.1.Responsible Administrator.
The Local Agency's performance hereunder shall be under the direct supervision of the project
manager identified in §18of the Agreement.
3.2.Replacement
The Local Agency shall immediately notify the State if any key personnel cease to serve and
seek its approval. Such notice shall specify why the change is necessary, who the proposed
replacement is, what their qualifications are, and when the change would take effect. Anytime
key personnel cease to serve, the State, in its sole discretion, may direct the Local Agency to
suspend performance on the Work until such time as their replacements are approved. All
notices sent under this subsection shall be sent inaccordance with §18 of the Agreement.
4.Administrative Requirements
At all times from the effective date of this Agreement until completion of the Work, the Local Agency shall
maintain properly segregated books of State Agreement funds, matching funds, andother funds
associated with the Work.All receipts and expenditures associated with said Work shall be
documented in a detailed and specific manner, and shall accord with the Work Budget set forth herein.
5.Monitoring
The State shall monitor this Work on an as-needed basis. The State may choose to audit the business
activities performed under this Agreement. The Local Agency shall maintain a complete file of all
records, documents, communications, notes and other written materials or electronic media, files or
communications, which pertain in any manner to the operation of activities undertaken pursuant to an
executed Agreement. Such books and records shall contain documentation of the participant’s
pertinent activity under this Agreement in a form consistent with good accounting practice.
This project is funded with Multi-Modal Options Funding (MMOF). MMOF funding expenditures must be
invoiced by June 1st of the year they expire.
Exhibit A –Page 1of 1
EXHIBIT B
SAMPLE IGA OPTION LETTER
State Fiscal Year
DateOption Letter No.
Project CodeOriginal Agreement #
VendorName:
Option to unilaterally addphasing to include Design, Construction,Environmental,Utilities,
ROW incidentalsorMiscellaneousandto update encumbrance amount(s).
Option to unilaterally transfer funds from one phase to another phase.
Option to unilaterally addphasing to include Design, Construction,Environmental,Utilities,
ROW incidentalsorMiscellaneous, to update encumbrance amount(s), and to unilaterally
transfer funds from one phase to another phase.
Option to unilaterally extend the performance of this Agreement and/or update a Work Phase
Performance Period.
Option A
In accordance with the terms of the original Agreement between the State of Colorado,
Department of Transportation and the Local Agency),theStateherebyexercisestheoptionto
authorizetheLocalAgencytoadd a phase and to encumber funds for the phase based on changes
in funding availability and authorization. The total encumbrance is (or increased) by$0.00.A
newExhibitC-1ismadepartoftheoriginal Agreement and replacesExhibit C.
Option B
In accordance with the terms of the original Agreement betweentheStateofColorado,
DepartmentofTransportationandtheLocalAgency, the State hereby exercises the option to
transfer funds based onvarianceinactual phasecostsandoriginalphaseestimates.AnewExhibit
C-1ismadepartoftheoriginalAgreement and replaces Exhibit C.
Option C
InaccordancewiththetermsoftheoriginalAgreementbetweentheStateofColorado,
DepartmentofTransportationandtheLocalAgency,the State hereby exercises the option to 1)
release the Local Agency to begin a phase; 2) to encumber funds for the phase basedupon
changesinfundingavailabilityandauthorization;and3)totransferfundsfrom phasesbasedon
varianceinactualphasecostsandoriginalphaseestimates.AnewExhibitC-1ismadepartof
the original Agreement and replaces Exhibit C.
Exhibit B -Page 1 of 2
Option D
InaccordancewiththetermsoftheoriginalAgreementbetweentheStateofColorado,
DepartmentofTransportationandtheLocalAgency,the State hereby exercises the option extend
the performance of this Agreement and/or update a Work Phase Performance Period.
The total encumbrance as a resultof this option and all previous options and/or amendments is
now$0.00, as referenced in Exhibit C-1.Thetotalbudgetedfundstosatisfyservices/goods
orderedundertheAgreementremainsthesame: as referenced in Exhibit C-1.
The effective date of this option letter is upon approval of the State Controller or delegate.
STATE OF COLORADO
Jared S. Polis
Department of Transportation
By: ___________________________________________
Stephen Harelson, P.E., Chief Engineer
(For) Shoshana M. Lew, Executive Director
Date: _________________________________________
ALL AGREEMENTS MUST BE APPROVED BY THE STATE CONTROLLER
CRS §24-30-202 requires the State Controller to approve all State Agreements. This Agreement is not valid until
signedand dated below by the State Controller or delegate. Contractor is not authorized to begin performance
until such time. If the Local Agency begins performing prior thereto, the State of Colorado is not obligated to
pay the Local Agency for such performance or for any goods and/or services provided hereunder.
STATE OF COLORADO
STATE CONTROLLER
Robert Jaros, CPA, MBA, JD
By: ______________________________________
Colorado Department of Transportation
Date:__________________________________
Exhibit B -Page 2 of 2
EXHIBIT C – FUNDINGPROVISIONSTAP M086-091 (24079)
MTF M086-088 (24024) - MMOF
A.Cost of WorkEstimate
The Local Agency has estimated the total cost the Work to be $388,000.00, which is to be funded as follows:
1.BUDGETEDFUNDS
TAP M086-091(24079)
a.Federal Funds
(100% of Participating TAP Funds)$194,000.00
MTF M086-088 (24024)
b.State Funds
$194,000.00
(100% of MMOF Funds)
TOTAL BUDGETED FUNDS$388,000.00
2.OMB UNIFORM GUIDANCE
a.Federal Award Identification Number(FAIN):TBD
b.Federal AwardDate:TBD
c.Amount of Federal FundsObligated:$0.00
d.Total Amount of FederalAward:$194,000.00
e.Name of Federal AwardingAgency:FHWA
f.CFDANumberCFDA 20.205
g.Is the Award forR&D?No
h.Indirect Cost Rate (ifapplicable)N/A
3.ESTIMATED PAYMENT TO LOCALAGENCY
a.Federal Funds Budgeted$194,000.00
b.State FundsBudgeted$194,000.00
c.Less Estimated Federal Share of CDOT-IncurredCosts$0.00
TOTAL ESTIMATED PAYMENT TO LOCAL AGENCY$388,000.00
4.FOR CDOT ENCUMBRANCEPURPOSES
TAP M086-091(24079)
a.Total Encumbrance Amount$194,000.00
b.Less ROW Acquisition 3111 and/or ROW Relocation 3109$0.00
MTF M086-088 (24024)
$194,000.00
Total Encumbrance Amount(Only CDOT fundsareencumbered)
Less ROW Acquisition3111 and/or ROWRelocation3109
Net to be encumbered as follows:$388,000.00
Note: Design and Construction funds are currently not available. Design and Constructionfunds will
becomeavailable after execution of an Option Letter (Exhibit B) or formalmendment.
Performance Period Start*/End Date
WBS Element 24079.10.30
TBD / TBDDesign3020$0.00
Exhibit C –Page 1of 3
Performance Period Start*/End Date
WBS Element 24079.20.10
Const.3301$0.00
TBD / TBD
Performance Period Start**/End Date
WBS Element 24024.10.30
N/A-N/A
Design3020$0.00
Performance Period Start**/End Date
WBS Element 24024.20.10
N/A-N/A
Const.3301$0.00
*For TAP M086-091 (24079) the Local Agency should not begin work until all three (3) of the following
are in place: 1) Phase Performance Period Start Date; 2) the execution of the document encumbering funds
for the respective phase; and 3) Local Agency receipt of the official Notice to Proceed. Any work performed
before these three milestones are achieved will not be reimbursable.
**For MTF M086-088 (24024) the Local Agency should not begin work until both of the following are in
place: 1)the execution of the document encumbering funds for the respective phase; and 2) Local Agency
receipt of the official Notice to Proceed. Any work performed before these two (2)milestones are achieved
will not be reimbursable.
B.MatchingFunds
TAP M086-091 (24079)
The matching ratio for the federal participating funds for this Work is 100% federal-aid funds to 0% Local
Agency matching funds, it being understood that such ratios apply only to the$194,000 that is eligible
forfederalparticipation,itbeingfurtherunderstoodthatallnon-participatingcostsarebornebytheLocal
Agencyat 100%. If the total participating cost of performance of the Work exceeds $194,000.00, and additional
federalfunds are made available for the Work, the Local Agency shall pay 20%of all such costs eligible for
federalparticipationand100%ofallnon-participatingcosts;ifadditionalfederalfundsarenotmade
available, the Local Agency shall pay all such excess costs. If the total participating cost of performance of the
Work is less than $194,000.00, then the amounts of Local Agency and federal-aid funds will be decreased in
accordancewiththefundingratiodescribedherein.TheperformanceoftheWorkshallbeatnocosttothe
State.
MTFM086-088(24024)
ThematchingratioforthefederalparticipatingfundsforthisWorkis100%Statefundsto0%LocalAgency
matchingfunds,it being understood that suchratios apply only tothe$194,000.00that iseligibleforState
participation, it beingfurther understood that allnon-participatingcostsareborne by theLocal Agencyat
100%.If the totalparticipatingcostof performanceof theWork exceeds$194,000.00, and additional State
funds are madeavailablefortheWork, the LocalAgency shallpay50%of all suchcosts eligibleforState
participationand100% ofall non-participating costs; if additionalStatefunds arenot made available, theLocal
Agency shallpay allsuch excess costs. If the totalparticipating costofperformanceoftheWork is less than
$194,000.00, then the amounts ofLocal AgencyandStatefundswill be decreased inaccordance withthe
fundingratiodescribedherein.
C.MaximumAmountPayable
TAPM086-091(24079)
Themaximum amount payable tothe Local Agency under thisAgreementshallbe$194,00.00 (For
CDOTaccounting purposes,thefederalfunds of$194,000.00 andthe Local Agency matching fundsof
$0.00willbeencumberedfor a total encumbrance of$194,00.00),unless such amount is increasedbyan
appropriatewrittenmodification tothis Agreement executed beforeany increasedcostisincurred.It is
understood andagreedbythepartieshereto that the totalcost of theWorkstated hereinbefore is thebestestimate
available, basedonthedesigndataasapprovedatthetimeof executionofthisAgreement,andthatsuchcostis
subjecttorevisions(inaccord withtheprocedureinthe previoussentence)agreeabletothepartiespriortobid
andaward.
Themaximum amountpayable shallbe reducedwithoutamendment when the actual amount of theLocal
Agency’s awarded contract is less than the budgeted total ofthe federalparticipatingfunds and theLocal
Agencymatching funds.Themaximum amount payable shall bereducedthrough the executionof anOption
Letteras describedin Section7. E.ofthiscontract.
Exhibit C – Page 2 of 3
MTF M086-088(24024)
The maximum amount payable to the Local Agency under this Agreement shall be $194,000.00 (For CDOT
accounting purposes, the Statefunds of $194,000.00will be encumbered, but the Local Agency matching funds
of $0.00 will NOT be encumbered), unless such amount is increased by an appropriate written modification to
this Agreement executed before any increased cost is incurred. The total budget of this project is $194,000.00. It
is understood and agreed by the parties hereto that the total cost of the Work stated hereinbefore is the best
estimate available, based on the design data as approved at the time of execution of this Agreement, and that such
cost is subject to revisions (in accord with the procedure in the previous sentence) agreeable to the parties prior
to bid and award.
The maximum amount payable shall be reduced without amendment when the actual amount of the Local
Agency’s awarded contract is less than the budgeted total of the federal participating funds and the Local
Agency matching funds. The maximum amount payable shall be reduced through the execution of an Option
Letter as described in Section 7. E. of this contract.
D.Single Audit Act Amendment
All state and local government and non-profit organizations receiving $750,000 or more from all funding
sources defined asfederal financial assistance for Single Audit Act Amendment purposes shall comply with
the audit requirements of 2 CFR part 200, subpart F (Audit Requirements) see also, 49 C.F.R. 18.20 through
18.26.The Single Audit Act Amendment requirements applicable to theLocal Agency receiving federal funds
are asfollows:
i.Expenditure less than$750,000
If the Local Agency expends less than $750,000 in Federal funds (all federal sources, not just Highway
funds) in its fiscal year then this requirement does not apply.
ii.Expenditure of $750,000 or more-Highway FundsOnly
If the Local Agency expends $750,000 or more, in Federal funds, but only received federal Highway
funds (Catalog of Federal Domestic Assistance, CFDA 20.205) then a program specific audit shall be
performed. This audit will examine the “financial” procedures and processes for this program area.
iii.Expenditure of $750,000 or more-Multiple FundingSources
If the Local Agency expends $750,000 or more in Federal funds, and the Federal funds are from multiple
sources (FTA, HUD, NPS, etc.) then the Single Audit Act applies, which is an audit on the entire
organization/entity.
iv.IndependentCPA
Single Audit shall only be conducted by an independent CPA, not by an auditor on staff. An audit is an
allowable direct or indirect cost.
Exhibit C –Page 3of 3
EXHIBIT D
LOCAL AGENCY RESOLUTION (IFAPPLICABLE)
Exhibit D -Page 1 of 1
COLORADO DEPARTMENT OF TRANSPORTATION
LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST
Project No. STIP No. Project Code Region
M086-091/M086-088 24024/24079
2
Project Location Date
Prairie Avenue
3/25/2020
Project Description
Prairie Ave. To Minnequa Lake Trail
Local Agency Local Agency Project Manager
Kelly Grisham
The City of Pueblo
CDOT Resident Engineer CDOT Project Manager
Lachelle Davis Don Scanga
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.
e
party responsible for initiating and executing the task. Only one responsible party should be selected. When neither CDOT nor
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.
RESPONSIBLE
NO. DESCRIPTION OF TASK PARTY
LA CDOT
TIP / STIP AND LONG-RANGE PLANS
2.1 Review Project to ensure it is consist 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 X
concurrence/involvement)
PROJECT DEVELOPMENT
5.1 Prepare Design Data - CDOT Form 463 X X
5.2 Prepare Local Agency/CDOT Inter-Governmental Agreement (see also Chapter 3) X
5.3 Conduct Consultant Selection/Execute Consultant Agreement 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
5.11 Justify Force Account Work by the Local Agency X
5.12 Justify Proprietary, Sole Source, or Local Agency Furnished Items X
CDOT Form 1243 12/14 Page 1 of 4
Previous editions are obsolete and may not be used.
RESPONSIBLE
NO. DESCRIPTION OF TASK PARTY
LA CDOT
5.13 Document Design Exceptions - CDOT Form 464 X
5.14 Prepare Plans, Specifications and Construction Cost Estimates X
5.15 Ensure Authorization of Funds for Construction X
PROJECT DEVELOPMENT CIVIL RIGHTS AND LABOR COMPLIANCE
6.1 Set Underutilized Disadvantaged Business Enterprise (UBDE) Goals for Consultant and XX
Construction Contracts (CDOT Region EEO/Civil Rights Specialist)
6.2 Determine Applicability of Davis-Bacon Act X
This project is X 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.)
Lachelle Davis 3/25/2020
CDOT Resident Engineer (Signature on File) Date
6.3 Set On-the-Job Training Goals. Goal is zero if total construction is less than $1 million (CDOT X
Region EEO/Civil Rights Specialist)
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
7.1 Obtain Approval for Advertisement Period of Less Than Three Weeks X
7.2 Advertise for Bids X
7.3 pecifications X
7.4 Review Worksite and Plan Details with Prospective Bidders While Project Is Under X
Advertisement
7.5 Open Bids X
7.6 Process Bids for Compliance
Check CDOT Form 715 - Certificate of Proposed Underutilized DBE Participation when the
low bidder meets UDBE goals X
Evaluate CDOT Form 718 - Underutilized DBE Good Faith Effort Documentation and
determine if the Contractor has made a good faith effort when the low bidder does not meet X
DBE goals
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 pecifications 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) X
Pre-survey
X
Construction staking
X
Monumentation
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
8.5 Supervise Construction
CDOT Form 1243 12/14 Page 2 of 4
Previous editions are obsolete and may not be used.
RESPONSIBLE
NO.DESCRIPTION OF TASKPARTY
LA CDOT
A Professional Engineer (PE) registe
Melanie Turner 719-553-22
Local Agency Professional Engineer or Phone number X
CDOT Resident Engineer
Provide competent, experienced staff who will ensure the Contract work is constructed in
accordance with the plans and specifications X
Construction inspection and documentation X
8.6 Approve Shop Drawings 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 X
Provide the name and phone number of the person authorized for this task.
Melanie Turner 719-553-2283
Local Agency Representative Phone number
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. X
Don Scanga 719-546-5434
CDOT Resident Engineer Phone number
MATERIALS
9.1 Discuss Materials at Pre-Construction Meeting X
Buy America documentation required prior to installation of steel
9.2 Complete CDOT Form 250 - Materials Documentation Record
X
Generate form, which includes determining the minimum number of required tests and
applicable material submittals for all materials placed on the project
X
Update the form as work progresses
X
Complete and distribute form after work is completed
9.3 Perform Project Acceptance Samples and Tests X
9.4 Perform Laboratory Verification Tests X
9.5 Accept Manufactured Products X
Inspection of structural components:
X
Fabrication of structural steel and pre-stressed concrete structural components
X
X
Fabrication of bearing devices
9.6 Approve Sources of Materials
9.7 Independent Assurance Testing (IAT), Local Agency Procedures CDOT Procedures X
X
Generate IAT schedule
X
Schedule and provide notification
X
Conduct IAT
9.8 Approve mix designs
X
Concrete
X
Hot mix asphalt
9.9 Check Final Materials Documentation X
9.10 Complete and Distribute Final Materials Documentation X
CDOT Form 1243 12/14 Page 3 of 4
Previous editions are obsolete and may not be used.
RESPONSIBLE
NO. DESCRIPTION OF TASK PARTY
LA CDOT
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 X
EEO/Civil Rights Specialist
10.3 Conduct Equal Employment Opportunity and Labor Compliance Verification Employee X
Interviews. Complete CDOT Form 280
10.4 Monitor Disadvantaged Business Enterprise Participation to Ensure Compliance with the X
equirements
10.5 Conduct Interviews When Project Utilizes On-the-Job Trainees. Complete CDOT Form 200 - X
OJT Training Questionnaire
10.6 Check Certified Payrolls (Contact the Region EEO/Civil Rights Specialists for training requirements.) X
10.7 Submit FHWA Form 1391 - X
FINALS
11.1 Conduct Final Project Inspection. Complete and submit CDOT Form 1212 - Final X
Acceptance Report (Resident Engineer with mandatory Local Agency participation.)
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 X
11.6 Check Final Quantities, Plans, and Pay Estimate; Check Project Documentation; and submit X
Final Certifications
11.7 Check Material Documentation and Accept Final Material Certification (See Chapter 9) X
11.8 Obtain CDOT Form 17 from the Contractor and Submit to the Resident Engineer X
11.9 Obtain FHWA Form 47 - X
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
CDOT Form 1243 12/14 Page 4 of 4
Previous editions are obsolete and may not be used.
EXHIBIT F
CERTIFICATION FOR FEDERAL-AID CONTRACTS
The Local Agency certifies, by signing this Agreement, to the best of its knowledge and belief, that:
No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for
influencing or attempting to influence an officer or employee of any Federal agency, aMember of Congress, an officer or
employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal loan,
the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification
of any Federal contract, Agreement, loan, or cooperative agreement.
If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or
attemptingtoinfluenceanofficerofCongress,oranemployeeofaMemberofCongressinconnectionwiththisFederal
contract, Agreement, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL,
"Disclosure Form to Report Lobbying," in accordance with itsinstructions.
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
Section1352,Title31,U.S.Code.Anypersonwhofailstofiletherequiredcertificationshallbesubjecttoacivilpenalty
of not less than $10,000 and not more than $100,000 for each suchfailure.
The prospective participant also agrees 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.
Exhibit F -Page 1 of 1
EXHIBIT G
DISADVANTAGED BUSINESS ENTERPRISE
SECTION 1. Policy.
ItisthepolicyoftheColoradoDepartmentofTransportation(CDOT)thatdisadvantagedbusinessenterprisesshallhave
the maximum opportunity to participate in the performance of contracts financed in whole or in part with Federal funds
under this agreement, pursuant to 49 CFR Part 26. Consequently, the 49 CFR Part IE DBE requirements the Colorado
Department of Transportation DBE Program (or a Local Agency DBE Program approved in advance by the State) apply
to thisagreement.
SECTION 2. DBE Obligation.
The recipient or its the Local Agency agrees to ensure that disadvantaged business enterprises as determined by the Office
ofCertificationattheColoradoDepartmentofRegulatoryAgencieshavethemaximumopportunitytoparticipate in the
performance of contracts and subcontracts financed in whole or in part with Federal funds provided under this agreement.
In this regard, all participants or contractors shall take all necessary and reasonable steps in accordance with the CDOT
DBE program (or aLocal Agency DBE Program approved in advance by the State) to ensure that disadvantagedbusiness
enterpriseshavethemaximumopportunitytocompetefor andperformcontracts.Recipientsand their contractors shall
not discriminate onthe basis of race, color, national origin, or sex in the award and performance of CDOT assisted
contracts.
SECTION 3 DBE Program.
The Local Agency (sub-recipient) shall be responsible for obtaining the Disadvantaged Business Enterprise Program of
the Colorado Department of Transportation, 1988, as amended, and shall comply with the applicable provisions of the
program. (If applicable).
A copy of the DBE Program is available from and will be mailed to the Local Agency upon request: Business
Programs Office
Colorado Departmentof Transportation 2829 West Howard Place
Denver, Colorado 80204
Phone: (303) 757-9007
REVISED1/22/98REQUIRED BY 49 CFR PART26
Exhibit G -Page 1 of 1
EXHIBIT H
LOCAL AGENCY PROCEDURES FOR CONSULTANT SERVICES
Title 23 Code of Federal Regulations (CFR) 172 applies to a federally funded Local Agency project agreement
administered by CDOT that involves professional consultant services. 23 CFR 172.1 states “The policies and
procedures involve federally funded contracts for engineering and design related services for projects subject to the
provisions of 23 U.S.C. 112(a) and are issued to ensure that a qualified consultant is obtained through an equitable
selection process, that prescribed work is properly accomplished in a timely manner, and at fair and reasonable cost”
and according to 23 CFR 172.5 “Price shall not be used as a factor in the analysis and selection phase.” Therefore,
local agencies must comply with these CFR requirements when obtaining professional consultant services under a
federally funded consultant contract administered by CDOT.
CDOT has formulated its procedures in Procedural Directive (P.D.) 400.1 and the related operations guidebook titled
"Obtaining Professional Consultant Services". This directive and guidebook incorporate requirements from both Federal
andStateregulations,i.e.,23CFR172andCRS§24-30-1401etseq. Copiesofthedirectiveandtheguidebook may be
obtained upon request from CDOT's Agreements and Consultant Management Unit. \[Local agencies should have their
ownwritten procedures on file for each method of procurement that addresses the items in 23CFR172\].
Because the procedures and laws described in the Procedural Directive and the guidebook are quite lengthy, the
subsequent steps serve as a short-hand guide to CDOT procedures that a Local Agency must follow in obtaining
professional consultant services. This guidance follows the format of 23 CFR 172. The steps are:
1.The contracting Local Agency shall document the need for obtaining professionalservices.
2.Prior to solicitation for consultant services, the contracting Local Agency shall develop a detailed scope of
workandalistofevaluation factorsandtheir relativeimportance.Theevaluation factorsarethoseidentifiedin
C.R.S. 24-30-1403. Also, a detailed cost estimate should be prepared for use during negotiations.
3.The contracting agency must advertise for contracts in conformity with the requirements ofC.R.S. 24-30-
1405. The public notice period, when such notice is required, is a minimum of 15 days prior to the selection of
the three most qualified firms and the advertising should be done in one or more daily newspapers of general
circulation.
4.The Local Agency shall not advertise any federal aid contract without prior review by the CDOT Regional
Civil Rights Office (RCRO) to determine whether the contract shall be subject to a DBE contract goal. If the
RCROdeterminesagoalisnecessary,thentheLocalAgencyshallincludethegoalandtheapplicableprovisions
within the advertisement. The Local Agency shall not award a contract to any Contractor or Consultant without
theconfirmationbytheCDOTCivilRightsandBusinessResourceCenterthattheContractororConsultanthas
demonstratedgoodfaithefforts.TheLocalAgencyshallworkwiththeCDOTRCROtoensurecompliancewith
the established terms during the performance of thecontract.
5.The Local Agency shall require that all contractors pay subcontractors for satisfactory performance of work
no later than 30 days after the receipt of payment for that work from the contractor. For construction projects, this
timeperiodshall bereducedtosevendaysinaccordancewithColoradoRevisedStatute24-91-103(2).Ifthe Local
Agency withholds retainage from contractors and/or allows contractors to withhold retainage from
subcontractors, such retainage provisions must comply with 49 CFR26.29.
6.Payments to all Subconsultants shall be made within thirty days of receipt of payment from \[the Local
Agency\] or no later than ninety days from the date of the submission of a complete invoice from the
Subconsultant, whichever occurs first. If the Consultant has good cause to dispute an amount invoiced by a
Subconsultant, the Consultant shall notify \[the Local Agency\] no later than the required date for payment. Such
notification shall include the amount disputed and justification for the withholding. The Consultant shall
maintain records of payment that show amounts paid to all Subconsultants. Good cause does not include the
Consultant’s failure to submit an invoice to the Local Agency or to deposit paymentsmade.
7.The analysis and selection of the consultants shall be done in accordance with CRS §24-30-1403. This section
of the regulation identifies the criteria to be used in the evaluation of CDOT pre-qualified prime consultantsand
theirteam.Italsoshows whichcriteriaareusedtoshort-listandtomakeafinalselection.
The short-list is based on the following evaluation factors:
a.Qualifications,
Exhibit H -Page 1of 2
b.Approach to theWork,
c.Ability to furnish professionalservices.
d.Anticipated design concepts,and
e.Alternative methods of approach for furnishing the professional services. Evaluation factors for final
selection are theconsultant's:
a.Abilities of theirpersonnel,
b.Pastperformance,
c.Willingness to meet the time and budgetrequirement,
d.Location,
e.Current and projected workload,
f.Volume of previously awarded contracts,and
g.Involvement of minorityconsultants.
8.Once a consultant is selected, the Local Agency enters into negotiations with the consultant to obtain a fair
and reasonable price for the anticipated work. Pre-negotiation audits are prepared for contracts expected to be
greater than $50,000. Federal reimbursements for costs are limited to those costs allowable under the cost
principles of 48 CFR 31. Fixed fees (profit) are determined with consideration given to size, complexity, duration,
anddegreeofriskinvolvedinthework.Profit isintherangeofsixto15percentofthetotaldirectand indirect
costs.
9.A qualified Local Agency employee shall be responsible and in charge of the Work to ensure that the work
beingpursuediscomplete,accurate,andconsistentwiththeterms,conditions,andspecificationsofthecontract.
At the end of Work, the Local Agency prepares a performance evaluation (a CDOT form is available) on the
consultant.
CRS §§24-30-1401 THROUGH 24-30-1408, 23 CFR PART 172, AND P.D. 400.1, PROVIDE ADDITIONAL
DETAILS FOR COMPLYING WITH THE PRECEEDING EIGHT (8) STEPS.
Exhibit H -Page 2of 2
FHWA-1273--Revised May 1, 2012
EXHIBIT I
FEDERAL-AID CONTRACT PROVISIONS FOR CONSTRUCTION CONTRACTS
I.General
3.A breach of any of the stipulations contained in these Required Contract
II.Nondiscrimination
Provisions may be sufficient grounds for withholding of progress payments,
III.NonsegregatedFacilities
withholdingoffinalpayment,terminationofthecontract,suspension/debarment
IV.Davis-BaconandRelatedActProvisions
or any other action determined to be appropriate by the contracting agency and
V.ContractWorkHoursandSafetyStandardsAct
FHWA.
Provisions
VI.Subletting or Assigningthe Contract
4.Selection of Labor: During the performance of this contract, the contractor
VII.Safety: AccidentPrevention
shall not use convict labor for any purpose within the limits of a construction
VIII.FalseStatementsConcerningHighwayProjects
project on a Federal-aid highway unless it is labor performed by convicts who
IX.ImplementationofCleanAirActandFederalWater
are on parole, supervised release, or probation. The term Federal-aid highway
PollutionControlAct
does not include roadways functionally classified as local roads or rural minor
X.CompliancewithGovernmentwideSuspensionand collectors.
DebarmentRequirements
XI.CertificationRegardingUseofContractFundsfor
LobbyingII.NONDISCRIMINATION
The provisions of this section related to 23 CFR Part 230 are applicable to all
ATTACHMENTS
Federal-aidconstructioncontractsandtoallrelatedconstructionsubcontractsof
A. Employment and Materials Preference for Appalachian
$10,000 or more. The provisions of 23 CFR Part 230 are not applicable to
Development Highway System or Appalachian Local Access Road
material supply, engineering, or architectural service contracts.
Contracts (included in Appalachian contracts only)
Inaddition,thecontractorandallsubcontractorsmustcomplywiththefollowing
policies: Executive Order 11246, 41 CFR 60, 29 CFR 1625-1627, Title 23 USC
Section140,theRehabilitationActof1973,asamended(29USC794),TitleVI
I.GENERAL
oftheCivilRightsActof1964,asamended,andrelatedregulationsincluding49
1.Form FHWA-1273 must be physically incorporated in each CFRParts21,26and27;and23CFRParts200,230,and633.
construction contract funded under Title 23 (excluding emergency
contracts solely intended for debris removal). The contractor (or Thecontractorandallsubcontractorsmustcomplywith:therequirementsofthe
subcontractor) must insert this form in each subcontract and further Equal Opportunity Clause in 41 CFR 60-1.4(b) and, for all construction
requireitsinclusioninalllowertiersubcontracts(excludingpurchase
contracts exceeding $10,000, the Standard Federal Equal Employment
orders, rental agreements and other agreements for supplies or OpportunityConstructionContractSpecificationsin41CFR60-4.3.
services).
Note: The U.S. Department of Labor has exclusive authority to determine
TheapplicablerequirementsofFormFHWA-1273areincorporatedby compliance with Executive Order 11246 and the policies of the Secretary of
referenceforworkdoneunderanypurchaseorder,rentalagreementor
Labor including 41 CFR 60, and 29 CFR 1625-1627. The contracting agency
agreementforotherservices.Theprimecontractorshallberesponsible
and the FHWA have the authority and the responsibility to ensure compliance
for compliance by any subcontractor, lower-tier subcontractor or with Title 23 USC Section 140, the Rehabilitation Act of 1973, as amended (29
serviceprovider.
USC794),andTitleVIoftheCivilRightsAct of1964,asamended,andrelated
regulations including 49 CFR Parts 21, 26 and 27; and 23 CFR Parts 200, 230,
Form FHWA-1273 must be included in all Federal-aid design-build and 633.
contracts,inallsubcontractsandinlowertiersubcontracts(excluding
The following provision is adopted from 23 CFR 230, Appendix A, with
subcontracts for design services, purchase orders, rental agreements
and other agreements for supplies or services). The design-builder appropriaterevisionstoconformtotheU.S.DepartmentofLabor(USDOL) and
shall be responsible for compliance by any subcontractor, lower-tier FHWA requirements.
subcontractoror serviceprovider.
1.Equal Employment Opportunity: Equal employment opportunity (EEO)
Contracting agencies may reference Form FHWA-1273 in bid requirements not to discriminate and to take affirmative action to assure equal
opportunityassetforthunderlaws,executiveorders,rules,regulations(28CFR
proposal or request for proposal documents, however, the Form
35,29CFR1630,29CFR1625-1627,41CFR60and49CFR27)andordersof
FHWA-1273 must be physically incorporated (not referenced) in all
contracts, subcontracts and lower-tier subcontracts (excluding 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
purchaseorders,rentalagreementsandotheragreementsforsupplies
affirmative action standards for the contractor's project activities under this
or services related to a constructioncontract).
contract. The provisions of the Americans with Disabilities Act of 1990(42
U.S.C. 12101 et seq.) setforth under 28 CFR 35 and 29 CFR 1630 are
2.Subjecttotheapplicabilitycriterianotedinthefollowingsections,
incorporated by reference in this contract. In the execution of this contract, the
these contract provisions shall apply to all work performed on the
contractor agrees to comply with the following minimum specific requirement
contract by the contractor's own organization and with the assistance
activities of EEO:
of workers under the contractor's immediate superintendence and to
all work performed on the contract by piecework, station work, or by
subcontract.
Exhibit I -Page 1of 11
b.In the event the contractor has a valid bargaining agreement
a.The contractor will work with the contracting agency and the
providing for exclusive hiring hall referrals, the contractor is expected
Federal Government to ensure that it has made every good faith
toobservetheprovisionsofthatagreementtotheextentthatthesystem
efforttoprovideequalopportunitywithrespecttoallofitsterms
meetsthecontractor'scompliancewithEEOcontractprovisions.Where
and conditions of employment and in their review of activities
implementation of such an agreement has the effect of discriminating
underthecontract.
againstminoritiesorwomen,orobligatesthecontractortodothesame,
suchimplementationviolatesFederalnondiscriminationprovisions.
b.The contractor will accept as its operating policy the following
statement:
c.The contractor will encourage its present employees to refer
minorities and women as applicants for employment. Information and
"It is the policy of this Company to assure that applicants are
procedures with regard to referring such applicants will be discussed
employed, and that employees are treated during employment,
withemployees.
withoutregardtotheirrace,religion,sex,color,nationalorigin,age
or disability. Such action shall include: employment, upgrading,
5.Personnel Actions: Wages, working conditions, and employee
demotion, or transfer; recruitment or recruitment advertising; layoff
benefitsshallbe establishedandadministered,andpersonnelactionsof
or termination; rates of pay or other forms of compensation; and
every type, including hiring, upgrading, promotion, transfer, demotion,
selection for training, including apprenticeship, pre-apprenticeship,
layoff, and termination, shall be taken without regard to race, color,
and/or on-the-jobtraining."
religion,sex,nationalorigin,ageordisability.Thefollowingprocedures
shallbe followed:
2.EEOOfficer:Thecontractorwilldesignateandmakeknowntothe
contracting officers an EEO Officer who will have the responsibility
a.Thecontractorwillconductperiodicinspectionsofprojectsitesto
forandmustbecapableofeffectivelyadministeringandpromotingan
insure that working conditions and employee facilities do not indicate
activeEEOprogramandwhomustbeassignedadequateauthorityand
discriminatorytreatmentofprojectsitepersonnel.
responsibility to doso.
b.Thecontractorwillperiodicallyevaluatethespreadofwagespaid
3.Dissemination of Policy: All members of the contractor's staff
within each classification to determine any evidence of discriminatory
who are authorized to hire, supervise, promote, and discharge
wagepractices.
employees, or who recommend such action, or who are substantially
involved in such action, will be made fully cognizant of, and will
c.Thecontractorwillperiodicallyreviewselectedpersonnelactions
implement, the contractor's EEO policy andcontractual
in depth to determine whether there is evidence of discrimination.
responsibilities to provide EEO in each grade and classification of
Where evidence is found, the contractor will promptly take corrective
employment. To ensure that the above agreement will be met, the
action. If the review indicates that the discrimination may extend
following actions will be taken asa minimum:
beyond the actions reviewed, such correctiveaction shall include all
affectedpersons.
a.Periodicmeetingsofsupervisoryandpersonnelofficeemployees
willbeconductedbeforethestartofworkandthennotlessoftenthan
d.Thecontractorwillpromptlyinvestigateallcomplaintsofalleged
once every six months, at which time the contractor's EEO policyand
discriminationmadetothecontractorinconnectionwithitsobligations
itsimplementationwillbereviewedandexplained.Themeetingswill
under this contract, will attempt to resolve such complaints, and will
be conducted by the EEOOfficer.
take appropriate corrective action within a reasonable time. If the
investigation indicates that the discrimination may affect persons other
b.Allnewsupervisoryorpersonnelofficeemployeeswillbegiven
than the complainant, such corrective action shall include such other
a thorough indoctrination by the EEO Officer, covering all major
persons. Upon completion of each investigation, the contractor will
aspects of the contractor's EEO obligations within thirty days
informeverycomplainantofalloftheiravenuesofappeal.
followingtheirreportingfordutywiththecontractor.
6.TrainingandPromotion:
c.All personnel who are engaged in direct recruitment for the
project will be instructed by the EEO Officer in the contractor's
Thecontractorwillassistinlocating,qualifying,andincreasingtheskills
procedures for locating and hiring minorities andwomen.
of minorities and women who are applicants for employment or current
employees.Sucheffortsshouldbeaimedatdevelopingfulljourneylevel
d.Noticesandposterssettingforththecontractor'sEEOpolicywill
statusemployeesinthetypeoftradeor jobclassificationinvolved.
be placed in areas readily accessible to employees, applicants for
a.Consistent with the contractor's work force requirements and as
employment andpotential employees.
permissible under Federal and State regulations, the contractor shall
make full use of training programs, i.e., apprenticeship, and on-the-job
e.The contractor's EEO policy and the procedures to implement
trainingprogramsforthegeographicalarea ofcontractperformance.In
such policy will be brought to the attention of employees by means of
theeventaspecialprovisionfortrainingisprovidedunderthiscontract,
meetings,employeehandbooks,orotherappropriatemeans.
this subparagraph will be superseded as indicated in the special
provision. The contracting agency may reserve training positions for
4.Recruitment: When advertising for employees, the contractor will
persons who receive welfare assistance in accordance with 23 U.S.C.
include in all advertisements for employees the notation: "An Equal
140(a).
Opportunity Employer." All such advertisements will be placed in
publicationshavingalargecirculationamongminoritiesandwomen in
b.The contractor will advise employees and applicants for
the area from which the project work force would normally be derived.
employment of available training programs and entrance requirements
foreach.
a.The contractor will, unless precluded by a valid bargaining
agreement, conduct systematic and direct recruitment through public
c.Thecontractorwillperiodicallyreviewthetrainingandpromotion
and private employee referral sources likely to yield qualified
potential of employees who are minorities and women and will
minorities and women. To meet this requirement, the contractor will
encourageeligibleemployeestoapplyforsuchtrainingand promotion.
identify sources of potential minority group employees, and establish
withsuchidentifiedsourcesprocedureswherebyminorityandwomen
applicants may be referred to the contractor for employment
consideration.
Exhibit I -Page 2of 11
The contractor shall carry out applicable requirements of 49 CFRPart
7.Unions:Ifthecontractorreliesinwholeorinpartuponunionsasa
26 in the award and administration of DOT-assisted contracts. Failure
sourceofemployees,thecontractorwillusegoodfaitheffortstoobtain
by the contractor to carry out these requirements is a material breach of
thecooperationofsuchunionstoincreaseopportunitiesforminorities
this contract, which may result in the termination of this contract or such
and women. Actions by the contractor, either directly or through a
other remedy as the contracting agency deems appropriate.
contractor'sassociationactingasagent,willincludetheproceduresset
forthbelow:
11.Records and Reports: The contractor shall keep such records as
necessary to document compliance with the EEO requirements. Such
a.The contractor will use good faith efforts to develop, in
recordsshallberetainedforaperiodofthreeyearsfollowingthedateof
cooperation with the unions, joint training programs aimed toward
the final payment to the contractor for all contract work and shall be
qualifying more minorities and women for membership in the unions
available at reasonable times and places for inspection by authorized
and increasing the skills of minorities and women so that they may
representativesofthecontractingagencyandtheFHWA.
qualify for higherpaying employment.
a.Therecordskeptbythecontractorshalldocumentthefollowing:
b.The contractor will use good faith efforts to incorporate anEEO
clause into each union agreement to the end that such union will be
(1)The number and work hours of minority and non-minority
contractually bound to refer applicants without regardto their race,
groupmembersandwomenemployedineachworkclassificationonthe
color,religion,sex,nationalorigin,ageordisability.
project;
c.Thecontractoristoobtaininformationastothereferralpractices
(2)Theprogressandeffortsbeingmadeincooperationwithunions,
and policies of the labor union except that to the extent such
whenapplicable,toincreaseemploymentopportunitiesforminorities
information is within the exclusive possession of the labor union and
andwomen; and
suchlaborunionrefusestofurnishsuchinformationtothecontractor,
the contractor shall so certify to the contracting agency and shall set
(3)Theprogressandeffortsbeingmadeinlocating,hiring,
forthwhateffortshavebeenmadetoobtainsuch information.
training, qualifying, and upgrading minorities andwomen;
d.Intheeventtheunionisunabletoprovidethecontractorwith
b.Thecontractorsandsubcontractorswillsubmitanannualreportto
a reasonable flow of referrals within the time limit set forth in the
the contracting agency each July for the duration of the project,
collective bargaining agreement, the contractor will, through
indicating the number of minority, women, and non-minority group
independent recruitment efforts, fill the employment vacancies
employeescurrentlyengagedineachworkclassificationrequiredbythe
without regard to race, color, religion, sex, national origin, age or
contract work.ThisinformationistobereportedonFormFHWA-1391.
disability; making full efforts to obtain qualified and/or qualifiable
Thestaffing data shouldrepresenttheprojectworkforceonboardinall
minorities and women. The failure of a union to provide sufficient
oranypartofthelastpayrollperiodprecedingtheendofJuly.Ifon-the-
referrals (even though it is obligated to provide exclusive referrals
jobtrainingisbeingrequiredbyspecialprovision,thecontractorwillbe
underthetermsofacollectivebargainingagreement)doesnotrelieve
requiredtocollectandreporttrainingdata.Theemploymentdatashould
thecontractorfromtherequirementsofthisparagraph.Intheeventthe
reflect the work force on board during all or any part of the last payroll
union referral practice prevents the contractor from meeting the
periodprecedingtheendofJuly.
obligationspursuanttoExecutiveOrder11246,asamended,andthese
special provisions, such contractor shall immediately notify the
III.NONSEGREGATEDFACILITIES
contractingagency.
This provision is applicable to all Federal-aid construction contracts
8.Reasonable Accommodation for Applicants / Employees with
and to all related construction subcontracts of
Disabilities:Thecontractormustbefamiliarwiththerequirementsfor
$10,000 or more.
andcomplywiththeAmericanswithDisabilitiesActandallrulesand
regulations established there under. Employers must provide
The contractor must ensure that facilities provided for employees are
reasonable accommodation in all employment activities unless to do
provided in such a manner that segregation on the basis of race, color,
sowouldcauseanunduehardship.
religion,sex,ornationalorigincannotresult.Thecontractormayneither
require such segregated use by written or oral policies nor tolerate such
9.Selection of Subcontractors, Procurement of Materials and
use by employee custom. The contractor's obligation extends further to
Leasing of Equipment: The contractor shall not discriminate on the
ensure that its employees are not assigned to perform their services at
grounds of race, color, religion, sex, national origin, age or disability
any location, under the contractor's control, where the facilities are
intheselectionandretentionofsubcontractors,includingprocurement
segregated. The term "facilities" includes waiting rooms, work areas,
of materials and leases of equipment. The contractor shall take all
restaurants and other eating areas, time clocks, restrooms, washrooms,
necessary and reasonable steps to ensure nondiscrimination in the
locker rooms, and other storage or dressing areas, parking lots, drinking
administrationofthiscontract.
fountains, recreation or entertainment areas, transportation, and housing
provided for employees. The contractor shall provide separate or single-
a.The contractor shall notify all potential subcontractors and
userrestroomsandnecessarydressingorsleepingareastoassureprivacy
suppliersandlessorsoftheirEEO obligationsunderthiscontract.
betweensexes.
b.The contractor will use good faith efforts toensure
subcontractorcompliancewiththeirEEOobligations.
IV.DAVIS-BACONANDRELATEDACTPROVISIONS
10.AssuranceRequiredby49CFR26.13(b):
This section is applicable to all Federal-aid construction projects
exceeding $2,000 and to all related subcontracts and lower-tier
a.Therequirementsof49CFRPart26andtheStateDOT’s
subcontracts (regardless of subcontract size). The requirements apply to
U.S. DOT-approved DBE program are incorporated by reference.
all projects located within the right-of-way of a roadway that is
functionally classified as Federal-aid highway. This excludes roadways
functionallyclassifiedaslocalroadsorruralminorcollectors,whichare
b.The contractor or subcontractor shall not discriminate onthe basis
exempt.
of race, color, national origin, or sex in the performance of this contract.
Contracting agencies may elect to apply these requirements to other
projects.
Exhibit I -Page 3of 11
(2)If the contractor and the laborers and mechanics to be
The following provisions are from the U.S. Department of Labor
employedintheclassification(ifknown),ortheirrepresentatives,and
regulations in 29 CFR 5.5 “Contract provisions and related matters”
the contracting officer agree on the classification and wage rate
with minor revisions to conform to the FHWA-1273 format and
(including the amount designated for fringe benefits where
FHWA program requirements.
appropriate), a report of the action taken shall be sent by the
contracting officer to the Administrator of the Wage and Hour
1.Minimumwages
Division,EmploymentStandardsAdministration,U.S.Departmentof
Labor, Washington, DC 20210. The Administrator, or an authorized
representative, will approve, modify, or disapprove every additional
a.All laborers and mechanics employed or working upon the site
classification action within 30 days of receipt and so advise the
of the work, will be paid unconditionally and not less often than once
contractingofficerorwillnotifythecontractingofficerwithinthe30-
a week, and without subsequent deduction or rebate on any account
day period that additional time isnecessary.
(exceptsuchpayrolldeductionsasarepermittedbyregulationsissued
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
(3)In the event the contractor, the laborers or mechanics to be
equivalentsthereof)dueattime ofpaymentcomputedatrates notless
employedin the classification or their representatives, and the
than those contained in the wage determination of the Secretary of
contracting officer do not agree on the proposed classification and
Labor which is attached hereto and made a part hereof, regardless of
wagerate(includingtheamountdesignatedforfringe benefits,where
anycontractualrelationshipwhichmaybeallegedtoexistbetweenthe
appropriate), the contracting officer shall refer the questions,
contractorandsuchlaborersandmechanics.
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
Contributions made or costs reasonably anticipated for bona fide
representative,willissueadeterminationwithin30daysofreceiptand
fringebenefitsundersection1(b)(2)oftheDavis-BaconActonbehalf
so advise the contractingofficer or will notify the contracting officer
of laborers or mechanics are considered wages paid to such laborers
within the 30-day period that additional time isnecessary.
or mechanics, subject to the provisions of paragraph 1.d. of this
section; also, regular contributions made or costs incurred for more
(4)The wage rate (including fringe benefits where appropriate)
than a weekly period (but not less often than quarterly) under plans,
determined pursuant to paragraphs1.b.(2) or 1.b.(3) of this section,
funds, or programs which cover the particular weekly period, are
shallbepaidtoallworkersperformingworkintheclassificationunder
deemed to be constructively made or incurred during such weekly
this contract from the first day on which work is performed in the
period. Such laborers and mechanics shall be paid the appropriate
classification.
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
c.Whenever the minimum wage rate prescribed in the contract for a
performingworkinmorethanoneclassificationmaybecompensated
class of laborers or mechanics includes a fringe benefit which is not
attheratespecifiedforeachclassificationforthetimeactuallyworked
expressedasanhourlyrate,thecontractorshalleitherpaythebenefitas
therein: Provided, That the employer's payroll records accurately set
stated in the wage determination or shall pay another bona fide fringe
forththetimespentineachclassificationinwhichworkisperformed.
benefitoranhourlycashequivalentthereof.
The wage determination (including any additional classification and
wage rates conformed under paragraph 1.b. of this section) and the
d.Ifthecontractordoesnotmakepaymentstoatrusteeorotherthird
Davis-Bacon poster (WH–1321) shall be posted at all times by the
person, the contractor may consider as part of the wages of any laborer
contractoranditssubcontractorsatthesiteoftheworkinaprominent
ormechanictheamountofanycostsreasonablyanticipatedinproviding
andaccessibleplacewhereitcanbeeasily seenbytheworkers.
bona fide fringe benefits under aplan or program, Provided, That the
SecretaryofLaborhasfound,uponthewrittenrequestofthecontractor,
b.(1)Thecontractingofficer shallrequirethatanyclassoflaborers
thattheapplicablestandardsoftheDavis-BaconActhavebeenmet.The
or mechanics, including helpers, which is not listed in the wage
Secretary of Labor may require the contractor to set aside in a separate
determinationandwhichistobeemployedunderthecontractshallbe
account,assetsforthemeetingofobligationsundertheplanorprogram.
classified in conformance with the wage determination. The
contractingofficershallapproveanadditionalclassificationandwage
rateandfringebenefitsthereforeonlywhenthefollowingcriteriahave
beenmet:
(i)The work to be performed by the classification requested is
notperformedbyaclassificationinthewagedetermination;and
(ii)The classification is utilized in the area bytheconstruction
industry;and
(iii)The proposed wage rate, including any bona fide fringe
benefits, bears a reasonable relationship to the wage rates
containedinthewagedetermination.
Exhibit I -Page 4of 11
It is not a violation of this section for a prime contractor to require a
2.Withholding
subcontractor to provide addresses and social security numbers to the prime
contractor for its own records, without weekly submission to the contracting
The contracting agency shall upon its own action or upon written
agency.
request of an authorized representative of the Department of Labor,
withhold or cause to be withheld from the contractor under this
(2)Each payroll submitted shall be accompanied by a “Statement of
contract,oranyotherFederalcontractwiththesameprimecontractor,
Compliance,” signed by the contractor or subcontractor or his or her
or any other federally-assisted contract subject to Davis-Bacon
agent who pays or supervises the payment of the persons employed
prevailing wage requirements, which is held by the same prime
underthecontractandshallcertifythefollowing:
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 (i)That the payroll for the payroll period contains the
subcontractorthefullamountofwagesrequiredbythecontract.Inthe
information required to be provided under §5.5(a)(3)
event of failure to pay any laborer or mechanic, including any
(ii)of Regulations, 29 CFR part 5, the appropriate information
apprentice, trainee, or helper, employed or working on the site of the
isbeingmaintainedunder§5.5(a)(3)(i)ofRegulations,29CFR
work,allorpartofthe wagesrequiredbythecontract,thecontracting
part 5, and that such information is correct andcomplete;
agency may, after written notice to the contractor, take such action as
(ii)That each laborer or mechanic (including each helper,
may be necessary to cause the suspension of any further payment,
apprentice, and trainee) employed on the contract during the
advance,orguaranteeoffundsuntilsuchviolationshaveceased.
payroll period has been paid the full
weeklywages earned, without rebate, either directly
or indirectly, and that no deductions have been made either
3.Payrolls and basicrecords
directly or indirectly from the full wages earned, other than
permissibledeductionsassetforthinRegulations,29CFRpart
a.Payrolls and basic records relating thereto shall be maintained by
3;
thecontractorduringthecourseoftheworkandpreservedforaperiod
(iii)That each laborer ormechanic has been paid not less than the
of three years thereafter for all laborers and mechanics working at the
site of the work. Such records shall contain the name, address, and applicablewageratesandfringebenefitsorcashequivalentsfor
social security number of each such worker, his or her correct
the classification of work performed, as specified in the
classification, hourly rates of wages paid (including rates of
applicable wage determination incorporated into thecontract.
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
(3)Theweeklysubmissionofaproperlyexecutedcertificationsetforth
Davis-Bacon Act), daily and weekly number of hours worked,
on the reverse side of Optional Form WH–347 shall satisfy the
deductions made and actual wages paid. Whenever the Secretary of
requirementforsubmissionofthe“StatementofCompliance”required
Labor has found under 29 CFR 5.5(a)(1)(iv) that the wages of any
byparagraph3.b.(2)ofthissection.
laborer or mechanic include the amount of any costs reasonably
anticipatedinprovidingbenefitsunderaplanorprogramdescribedin
section1(b)(2)(B)oftheDavis-BaconAct,thecontractorshallmaintain (4)The falsification of any of the above certifications may subject the
records which show that the commitment to provide such benefits is
contractor or subcontractor to civil or criminal prosecution under
enforceable, that the plan or program is financially responsible, and
section 1001 of title 18 and section 231 of title 31 of the United States
that the plan or program has been communicated in writing to the Code.
laborers or mechanics affected, and records which show the costs
anticipated or the actual cost incurred in providing such benefits.
c.Thecontractororsubcontractorshallmaketherecordsrequiredunder
Contractors employing apprentices or trainees under approved
paragraph 3.a. of this section available for inspection, copying, or
programs shall maintain written evidence of the registration of
transcription by authorized representatives of the contracting agency, the
apprenticeship programs and certification of trainee programs, the
StateDOT,theFHWA,ortheDepartmentofLabor,andshallpermitsuch
registration of the apprentices and trainees, and the ratios and wage
representativestointerviewemployeesduringworkinghoursonthejob.If
rates prescribed in the applicableprograms.
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
b.(1)Thecontractorshallsubmitweeklyforeachweekinwhichany
may be necessary to cause the suspension of any further payment,
contract work is performed a copy of all payrolls to the contracting
advance,orguaranteeoffunds.Furthermore,failuretosubmittherequired
agency.Thepayrollssubmittedshallsetoutaccuratelyandcompletely
records upon request or to make such records available may be grounds
all of the information required to be maintained under 29 CFR
fordebarmentactionpursuantto29CFR5.12.
5.5(a)(3)(i), except that full social security numbers and home
addresses shall not be included on weekly transmittals. Instead the
4.Apprentices andtrainees
payrollsshallonlyneedtoincludeanindividuallyidentifyingnumber
for each employee (e.g., the last four digits of the employee's social
a.Apprentices(programsoftheUSDOL).
security number). The required weekly payroll information may be
submitted in any form desired. Optional Form WH–347is available
Apprentices will be permitted to work at less than the predetermined rate
for this purpose from the Wage and Hour Division Web site at
for the work they performed when they are employed pursuant to and
http://www.dol.gov/esa/whd/forms/wh347instr.htmor its successor
individually registered in a bona fide apprenticeship program registered
site. The prime contractor is responsible for the submission of copies
with the U.S. Department of Labor, Employment and Training
ofpayrollsbyallsubcontractors.Contractorsandsubcontractorsshall
Administration, Office of Apprenticeship Training, Employer and Labor
maintain the full social security number and current address of each
Services,orwithaStateApprenticeshipAgencyrecognizedbytheOffice,
covered worker, and shall provide them upon request to the contracting
or if a person is employed in his or her first 90 days of probationary
agency for transmission to the State DOT, the FHWA or theWageand
employment as an apprentice in such an apprenticeship program, who is
Hour DivisionoftheDepartmentofLabor for purposes of an
not individually registered in the program, but who has been certified by
investigation or audit of compliance with prevailing wage
theOfficeof ApprenticeshipTraining,Employer andLaborServices ora
requirements.
State Apprenticeship Agency (where appropriate) to be eligible for
probationaryemploymentasanapprentice.
Exhibit I -Page 5of 11
Anyemployeelistedonthepayrollatatraineeratewhoisnotregistered
Theallowableratioofapprenticestojourneymenonthejobsiteinany
and participating in a training plan approved by the Employment and
craft classification shall not be greater than the ratio permitted to the
Training Administration shall be paid not less than the applicablewage
contractorastotheentireworkforceundertheregisteredprogram.Any
rate on the wage determination for the classification of work actually
worker listed on a payroll at an apprentice wage rate, who is not
performed. In addition, any trainee performing work on the job site in
registeredorotherwiseemployedasstatedabove,shallbepaidnotless
excess of the ratio permitted under the registered program shall be paid
than the applicable wage rate on the wage determination for the
notlessthantheapplicablewagerateonthewagedeterminationforthe
classification of work actually performed. In addition, any apprentice
workactuallyperformed.
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
rateonthewagedeterminationfortheworkactuallyperformed.Where
In the event the Employment and Training Administration withdraws
a contractor is performing construction on a project in a locality other
approval of a training program, the contractor will no longer be
than that in which its program is registered, the ratios and wagerates
permittedtoutilizetraineesatlessthantheapplicablepredeterminedrate
(expressedinpercentagesofthejourneyman'shourlyrate)specifiedin
for theworkperformeduntilanacceptableprogramisapproved.
the contractor's or subcontractor's registered program shall be
observed.
c.Equal employmentopportunity.
The utilization of apprentices, trainees and journeymen under this part
Everyapprenticemustbepaidatnotlessthantheratespecifiedinthe
shall be in conformity with the equal employment opportunity
registered programfortheapprentice'slevelofprogress, expressedas
requirements of Executive Order 11246, as amended, and 29 CFR part
apercentageofthejourneymenhourlyratespecifiedintheapplicable
30.
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
d.ApprenticesandTrainees(programsoftheU.S.DOT).
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
Apprenticesandtraineesworkingunderapprenticeshipandskilltraining
apprentice classification, fringes shall be paid in accordance with that
programswhichhavebeencertifiedbytheSecretaryofTransportationas
determination.
promoting EEO in connection with Federal-aid highway construction
programsare not subject to the requirements of paragraph 4 of this
Section IV. The straight time hourly wage rates for apprentices and
In the event the Office of Apprenticeship Training, Employer and
trainees under such programs will be established by the particular
Labor Services, or a State Apprenticeship Agency recognized by the
programs. The ratio of apprentices and trainees to journeymenshall not
Office, withdraws approval of an apprenticeship program, the
begreaterthanpermittedbythetermsoftheparticularprogram.
contractorwillnolongerbepermittedtoutilizeapprenticesatlessthan
the applicable predetermined rate for the work performed until an
acceptable program isapproved.
5.Compliance with Copeland Act requirements. The contractor
shall comply with the requirements of 29 CFR part 3, which are
incorporatedbyreferenceinthiscontract.
b.Trainees(programsoftheUSDOL).
6.Subcontracts. The contractor or subcontractor shall insert Form
Except as provided in 29 CFR 5.16, trainees will not be permitted to
FHWA-1273 in any subcontracts and also require the subcontractors to
workatlessthanthepredeterminedratefortheworkperformedunless
include Form FHWA-1273 in any lower tier subcontracts. The prime
they are employed pursuant to and individually registered in a program
contractor shall be responsible for the compliance by any subcontractor
which has received prior approval, evidenced by formal certification
orlowertiersubcontractorwithallthecontractclausesin29CFR5.5.
by the U.S. Department of Labor, Employment and Training
Administration.
7.Contract termination: debarment. Abreach of the contract clauses
in 29 CFR 5.5 may be groundsforterminationofthe contract,and for
Theratiooftraineestojourneymenonthejobsiteshallnotbegreater
debarment as a contractor and a subcontractor as provided in 29 CFR
than permitted under the plan approved by the Employment and
5.12.
TrainingAdministration.
8.Compliance with Davis-Bacon and Related Actrequirements.All
Every trainee must be paid at not less than the rate specified in the
rulings and interpretations of theDavis-Bacon andRelatedActs
approved program for the trainee's level of progress, expressed as a
contained in 29 CFR parts 1, 3, and 5 are hereinincorporatedby
percentage of the journeyman hourly rate specified in the applicable
reference inthiscontract.
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 9.Disputes concerning labor standards. Disputes arising out of the
labor standards provisions of this contract shall not be subject to the
full amount of fringebenefits listed on the wage determination unless
theAdministratoroftheWageandHourDivisiondeterminesthatthere general disputes clause of this contract.Such disputes shallberesolved
is an apprenticeship program associated with the corresponding in accordance with the proceduresof the Departmentof Labor set forth
in 29 CFR parts 5,6, and
journeyman wage rate on the wage determination which provides for
less than full fringe benefits forapprentices.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.
Exhibit I -Page 6of 11
4.Subcontracts. The contractor or subcontractor shall insert in any
subcontracts the clauses set forth in paragraph (1.) through (4.) of this
10.Certification ofeligibility.
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
a.Byenteringintothiscontract,the contractorcertifiesthatneitherit
subcontractor with the clauses set forth in paragraphs (1.) through (4.)
(nor he or she) nor any person or firm who has an interest in the
of thissection.
contractor's firm is a person or firm ineligible to be awarded
Governmentcontractsbyvirtueofsection3(a)oftheDavis-BaconAct
or29CFR5.12(a)(1).
VI.SUBLETTING OR ASSIGNINGTHECONTRACT
This provision is applicable to all Federal-aid construction contracts on
b.Nopartofthiscontractshallbesubcontractedtoanypersonorfirm
the National Highway System.
ineligibleforawardofaGovernmentcontractbyvirtueofsection3(a)
oftheDavis-BaconActor29CFR5.12(a)(1).
1.Thecontractorshallperformwithitsownorganizationcontractwork
amounting to not less than 30 percent (or a greater percentage if
c.The penalty for making false statements is prescribed in the U.S.
specified elsewhere in the contract) of the total original contract price,
Criminal Code, 18 U.S.C.1001.
excluding any specialty items designated by the contracting agency.
Specialtyitemsmaybeperformedbysubcontractandtheamountofany
such specialty items performed may be deducted from the total original
contract price before computing the amount of work required to be
V.CONTRACTWORKHOURSANDSAFETY
performedbythecontractor'sownorganization(23CFR635.116).
STANDARDSACT
a.The term “perform work with its own organization” refers to
The following clauses apply to any Federal-aid construction contract
workers employed or leased by the prime contractor, and equipment
in an amount in excess of $100,000 and subject to the overtime
owned or rented by the prime contractor, with or without operators.
provisions of the Contract Work Hours and Safety Standards Act.
Suchtermdoesnotincludeemployeesorequipmentofasubcontractor
Theseclausesshallbeinsertedinadditiontotheclausesrequiredby29
orlowertiersubcontractor,agentsoftheprimecontractor,oranyother
CFR 5.5(a) or 29 CFR 4.6. As used in this paragraph, the terms
assignees.Thetermmayincludepaymentsforthecostsofhiringleased
laborersandmechanicsincludewatchmenandguards.
employeesfromanemployeeleasingfirmmeetingallrelevantFederal
and State regulatory requirements. Leased employees may only be
included in this term if the prime contractor meets all of the following
1.Overtime requirements. No contractor or subcontractor
conditions:
contracting for any part of the contract work which may require or
involve the employment of laborers or mechanics shall require or
(1)the prime contractor maintains control over the supervision of
permitanysuchlaborerormechanicinanyworkweekinwhichheor
theday-to-dayactivitiesoftheleasedemployees;
sheisemployedonsuchworktoworkinexcessoffortyhoursinsuch
(2)the prime contractor remains responsible for the quality of the
workweek unless such laborer or mechanic receives compensation at
work of the leasedemployees;
a rate not less than oneand one-half times the basic rate of pay for all
(3)the prime contractor retains all power to accept orexclude
hoursworkedinexcessoffortyhoursin suchworkweek.
individualemployees from work on the project; and
(4)the prime contractor remains ultimately responsible for the
2.Violation;liabilityforunpaidwages;liquidateddamages.Inthe
payment of predetermined minimum wages, the submission of
event of any violation of the clause set forth in paragraph (1.) of this
payrolls, statements of compliance and all other Federal regulatory
section, the contractor and any subcontractor responsible therefor
requirements.
shall be liable for the unpaid wages. In addition, such contractor and
subcontractor shall be liableto the United States (in the case of work
b."Specialty Items" shall be construed to be limited to work that
doneundercontractfortheDistrictofColumbiaoraterritory,tosuch
requires highly specialized knowledge, abilities, or equipment not
District or to such territory), for liquidated damages. Such liquidated
ordinarilyavailableinthetypeofcontractingorganizationsqualifiedand
damages shall be computed with respect to each individual laborer or
expected to bid or propose on the contract as a whole and in general are
mechanic, including watchmen and guards, employed in violation of
tobelimitedtominorcomponentsoftheoverallcontract.
the clause setforthinparagraph(1.)ofthis section,inthesumof$10
for each calendar day on which such individual was required or
2.The contract amount upon which the requirements set forth in
permitted to work in excess of the standard workweekof forty hours
paragraph(1)ofSectionVIiscomputedincludesthecostofmaterialand
withoutpaymentoftheovertime wagesrequiredbytheclausesetforth
manufactured products whichare to be purchased or produced by the
inparagraph(1.)ofthissection.
contractorunderthecontractprovisions.
3.The contractor shall furnish (a) a competent superintendent or
3.Withholding for unpaid wages and liquidated damages. The
supervisor who is employed by the firm, has full authority to direct
FHWA or the contacting agency shall upon its own action or upon
performance of the work in accordance withthe contract requirements,
written request of an authorized representative of the Department of
and is in charge of all construction operations (regardless of who
Laborwithholdorcausetobewithheld,fromanymoneyspayableon
performsthework)and(b)suchotherofitsownorganizationalresources
account of work performed by the contractor or subcontractor under
(supervision, management, and engineering services) as the contracting
any such contract or any other Federal contract with the same prime
officerdeterminesisnecessarytoassuretheperformanceofthecontract.
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
forunpaidwagesandliquidateddamagesasprovidedintheclauseset
forthinparagraph(2.)ofthissection.
Exhibit I -Page 7of 11
4.No portion of the contract shall be sublet, assigned or otherwise
"Whoever, being an officer, agent, or employee of the United States, or
disposed of except with the written consent of the contracting officer,
of any State or Territory, or whoever, whether a person, association,
orauthorizedrepresentative,andsuchconsentwhengivenshallnotbe
firm, or corporation, knowingly makes any false statement, false
construed to relieve the contractor of any responsibility for the
representation,orfalsereportastothecharacter,quality,quantity,orcost
fulfillmentofthecontract.Writtenconsentwillbegivenonlyafterthe
of the material used or to be used, or the quantity or quality of the work
contracting agency has assured that each subcontract is evidenced in
performedortobe performed,orthecostthereofinconnectionwiththe
writingandthatitcontainsallpertinent provisionsandrequirementsof
submissionofplans,maps,specifications, contracts,orcostsof construction
the primecontract
onanyhighwayorrelatedprojectsubmittedforapprovaltotheSecretary
of Transportation;or
5.The 30% self-performance requirement of paragraph (1) is not
applicable to design-build contracts; however, contracting agencies
Whoever knowingly makes any false statement, false representation,
mayestablishtheirownself-performancerequirements.
falsereportorfalseclaimwithrespecttothecharacter,quality,quantity,
orcostofanyworkperformedortobeperformed,ormaterialsfurnished
or to be furnished, in connection with the construction of any highway
VII.SAFETY:ACCIDENTPREVENTION
orrelatedprojectapprovedbytheSecretaryofTransportation;or
This provision is applicable to all Federal-aid construction contracts
Whoever knowingly makes any false statement or false representation
and to all related subcontracts.
as to material fact in any statement, certificate, or report submitted
pursuant to provisions of the Federal-aid Roads Act approved July 1,
1.Intheperformanceofthiscontractthecontractorshallcomplywith
1916, (39 Stat. 355), as amended and supplemented;
all applicable Federal, State, and local laws governing safety, health,
and sanitation (23 CFR 635). The contractor shall provide all
Shall be fined under this title or imprisoned not more than 5 years or
safeguards,safetydevicesandprotectiveequipmentandtakeanyother
both."
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
IX.IMPLEMENTATIONOFCLEANAIRACTANDFEDERAL
property in connection with the performance of the work covered by
WATER POLLUTIONCONTROLACT
thecontract.
This provision is applicable to all Federal-aid construction
2.It is a condition of this contract, and shall be made a condition of
contracts and toall related subcontracts.
each subcontract, which the contractor enters into pursuant to this
contract,thatthecontractorandanysubcontractorshallnotpermitany
By submission of this bid/proposal or the execution of this contract, or
employee, in performance of the contract, to work in surroundings or
subcontract, as appropriate, the bidder, proposer, Federal-aid
under conditions which are unsanitary, hazardous or dangerous to
construction contractor, or subcontractor, as appropriate, will be deemed
his/her health or safety, as determined under construction safety and
to have stipulated as follows:
health standards (29 CFR 1926) promulgated by the Secretary of
1.Thatanypersonwhoisorwillbeutilizedintheperformanceofthis
Labor, in accordance with Section 107 of the Contract Work Hours
contractisnotprohibitedfromreceivinganawardduetoaviolationof
andSafetyStandardsAct(40U.S.C.3704).
Section508oftheCleanWaterActorSection306oftheCleanAirAct.
2.That the contractor agrees to include or cause to be included the
3.Pursuantto29CFR1926.3,itisaconditionofthiscontractthatthe
requirements of paragraph (1) of this Section X in every subcontract,
SecretaryofLabororauthorized representativethereof,shallhaveright
and further agrees to take such action as the contracting agency may
ofentrytoanysiteofcontractperformancetoinspectorinvestigatethe
directasameansofenforcingsuchrequirements.
matterofcompliancewiththeconstructionsafetyandhealthstandards
and to carry out the duties of the Secretary under Section 107 of the
ContractWorkHoursandSafetyStandardsAct(40U.S.C.3704).
X.CERTIFICATION REGARDING DEBARMENT,
SUSPENSION,INELIGIBILITYANDVOLUNTARY
EXCLUSION
VIII.FALSE STATEMENTS CONCERNING HIGHWAY
This provision is applicable to all Federal-aid construction contracts,
PROJECTS
design-build contracts, subcontracts, lower-tier subcontracts, purchase
orders, lease agreements, consultant contracts or any other covered
This provision is applicable to all Federal-aid construction contracts
transactionrequiring FHWA approval orthat is estimated to cost
and to all related subcontracts.
$25,000 or more –as defined in 2 CFR Parts 180 and 1200.
In order to assure high quality and durable construction in conformity
1.InstructionsforCertification–FirstTier Participants:
with approved plans and specifications and a high degree of reliability
on statements and representations made by engineers, contractors,
a.Bysigningandsubmittingthisproposal,theprospectivefirsttier
suppliers, and workers on Federal-aid highway projects, itisessential
participantisprovidingthecertificationsetoutbelow.
thatallpersonsconcernedwiththeprojectperformtheir functions as
b.The inability of a person to provide the certification set out below
carefully, thoroughly, and honestly as possible. Willful falsification,
will not necessarily result in denial of participation inthis covered
distortion, or misrepresentation with respect to any facts related to the
transaction. The prospective first tier participant shall submit an
project is a violation of Federal law. To prevent any misunderstanding
explanationofwhyitcannotprovidethecertificationsetoutbelow.
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 availabletoallpersonsconcerned
withtheproject:
18 U.S.C. 1020 reads as follows:
Exhibit I -Page 8of 11
i.Nothingcontainedintheforegoingshallbeconstruedtorequirethe
The certification or explanation will be considered in connection
establishmentofasystemofrecordsinordertorenderingoodfaith
with the department or agency's determination whether to enter
the certification required by this clause. The knowledge and
into this transaction. However, failure of the prospective first tier
information of the prospective participant is not required to exceed
participant to furnish a certification or an explanation shall
thatwhichisnormallypossessedbyaprudentpersonintheordinary
disqualify such a person from participation in this transaction.
courseofbusinessdealings.
c.Thecertificationinthisclauseisamaterialrepresentationoffact
j.Except for transactions authorized under paragraph (f) of these
upon which reliance was placed when the contracting agency
instructions, if a participant in a covered transaction knowingly
determined to enter into this transaction. If it is later determined
enters into a lower tier covered transaction with a person who is
that the prospective participant knowingly rendered an erroneous
suspended, debarred, ineligible, or voluntarily excluded from
certification,inadditiontootherremediesavailabletotheFederal
participation in this transaction, in addition to other remedies
Government, the contracting agency may terminate this
availabletotheFederalGovernment,thedepartmentoragencymay
transaction for cause ofdefault.
terminate this transaction for cause ordefault.
d.The prospective first tier participant shall provide immediate
* * * * *
writtennoticetothecontractingagencytowhomthisproposalis
2.CertificationRegardingDebarment,Suspension,Ineligibility
submitted if any time the prospective first tier participant learns
and Voluntary Exclusion –First TierParticipants:
that its certification was erroneous when submitted or has
a.The prospective first tier participant certifies to the best of its
becomeerroneousbyreasonofchangedcircumstances.
knowledge and belief, that it and its principals:
e.The terms "covered transaction," "debarred," "suspended,"
(1)Are not presently debarred, suspended, proposed fordebarment,
"ineligible,""participant,""person,""principal,"and"voluntarily
declared ineligible, or voluntarily excluded from participating in
excluded,"asusedinthisclause,aredefinedin2CFRParts180
covered transactions by any Federal department or agency;
and 1200. “First Tier Covered Transactions” refers to any
covered transaction between a grantee or subgrantee of Federal
(2)Have not within a three-year period preceding this proposal
funds and a participant (such as the prime or general contract).
been convicted of or had a civil judgment rendered againstthem for
“Lower Tier Covered Transactions” refers to any covered
commissionoffraudoracriminaloffenseinconnectionwithobtaining,
transaction under a First Tier Covered Transaction (such as
attempting to obtain, or performing a public (Federal, State or local)
subcontracts). “First Tier Participant” refers to the participant
transaction or contract under a public transaction; violation of Federal
who has entered into a covered transaction with a grantee or
or State antitrust statutes orcommission of embezzlement, theft,
subgrantee of Federal funds (such as the prime or general
forgery, bribery, falsification or destruction of records, making false
contractor). “Lower Tier Participant” refers any participant who
statements,orreceivingstolenproperty;
has entered into a covered transaction with a First Tier
Participant or other Lower Tier Participants (such as
(3)Arenotpresentlyindictedfororotherwisecriminallyorcivilly
subcontractorsand suppliers).
charged by a governmental entity (Federal, State or local) with
commissionofanyoftheoffensesenumeratedinparagraph(a)(2)of this
f.The prospective first tier participant agrees by submitting this
certification;and
proposalthat,shouldtheproposedcoveredtransactionbeentered
into, it shall not knowingly enter into any lower tier covered
(4)Have not within a three-year period preceding this
transaction with a person who is debarred, suspended, declared
application/proposalhadoneor morepublictransactions(Federal,State
ineligible, or voluntarily excluded from participation in this
orlocal)terminatedforcauseordefault.
covered transaction, unless authorized by the department or
agency entering intothis transaction.
b.Wheretheprospectiveparticipantisunabletocertifytoanyofthe
statements in this certification, such prospective participant shall attach
g.Theprospectivefirsttierparticipantfurtheragreesbysubmitting
an explanationtothis proposal.
this proposal that it will include the clause titled "Certification
Regarding Debarment, Suspension, Ineligibility and Voluntary
2.InstructionsforCertification-LowerTierParticipants:
Exclusion-Lower Tier Covered Transactions," provided by the
department or contracting agency, entering into this covered
(Applicable to all subcontracts, purchase orders and other lower tier
transaction, without modification, in all lower tier covered
transactions requiring prior FHWA approval or estimated tocost
transactions and in all solicitations for lower tier covered
$25,000 or more -2 CFR Parts 180 and 1200)
transactionsexceedingthe$25,000threshold.
a.Bysigningandsubmittingthisproposal,theprospectivelowertier
h.A participant in a covered transaction may rely upon a
isprovidingthecertificationsetout below.
certification of a prospective participant in a lower tier covered
transaction that is not debarred, suspended, ineligible, or
b.The certification in this clause is a material representation of fact
voluntarily excluded from the covered transaction, unless it
uponwhichreliancewasplacedwhenthistransactionwasenteredinto.
knows that the certification is erroneous. A participant is
If it is later determined that the prospective lower tier participant
responsible for ensuring that its principals are not suspended,
knowingly rendered an erroneous certification, in addition to other
debarred, or otherwise ineligible to participate in covered
remedies available to the Federal Government, the department, or
transactions. To verify the eligibility of its principals, as well as
agency with which this transaction originated may pursue available
the eligibility of any lower tier prospective participants, each
remedies, including suspensionand/or debarment.
participant may, but is not required to, check the Excluded
Parties List System website (https://www.epls.gov/),which is
compiledbytheGeneralServices Administration.
Exhibit I -Page 9of 11
* * * * *
c.The prospective lower tier participant shall provide immediate
written notice to the person to which this proposal is submitted if at
Certification Regarding Debarment, Suspension, Ineligibility and
any time the prospective lower tier participant learns that its
Voluntary Exclusion--Lower Tier Participants:
certificationwaserroneousbyreasonofchangedcircumstances.
1.The prospective lower tier participant certifies, by submission of
d.The terms "covered transaction," "debarred,""suspended,"
this proposal, that neither it nor its principals is presently debarred,
"ineligible," "participant," "person," "principal," and "voluntarily
suspended, proposed for debarment, declared ineligible, or voluntarily
excluded," as used in this clause, are defined in 2 CFR Parts 180 and
excluded from participating in covered transactions by any Federal
1200.Youmaycontactthepersontowhichthisproposalissubmitted
departmentor agency.
for assistance in obtaining a copy of those regulations. “First Tier
Covered Transactions” refers to any covered transaction between a
2.Where the prospective lower tier participant is unable to certify to
grantee or subgrantee of Federal funds and a participant (such as the
any of the statements in this certification, such prospective participant
primeorgeneralcontract).“LowerTierCoveredTransactions”refers
shall attach anexplanation to this proposal.
to any covered transaction under a First Tier Covered Transaction
(such assubcontracts).“FirstTierParticipant”referstotheparticipant
* * * * *
who has entered into a covered transaction with a grantee or
subgranteeofFederalfunds(suchastheprimeorgeneralcontractor).
XI.CERTIFICATIONREGARDINGUSEOFCONTRACTFUNDS
“LowerTierParticipant”refersanyparticipantwhohasenteredintoa
FOR LOBBYING
covered transaction with a First Tier Participant or other Lower Tier
Participants(suchassubcontractorsandsuppliers).
This provision is applicable to all Federal-aid construction contracts
and to all related subcontracts which exceed $100,000 (49 CFR 20).
e.Theprospectivelowertierparticipantagreesbysubmittingthis
proposalthat,shouldtheproposedcoveredtransactionbeenteredinto,
1.Theprospectiveparticipantcertifies,bysigningandsubmittingthis
it shall not knowingly enter into any lower tier covered transaction
bidorproposal,tothebestofhisor herknowledgeandbelief,that:
with a person who is debarred, suspended, declared ineligible, or
voluntarily excluded from participation in this covered transaction,
a.No Federal appropriated funds have been paid or willbe paid, by
unless authorized by the department or agency with which this
or on behalf of the undersigned, to any person for influencing or
transactionoriginated.
attemptingtoinfluenceanofficeroremployeeofanyFederalagency,a
Member of Congress, an officer or employee of Congress, or an
f.The prospective lower tier participant further agrees by
employee of a Member of Congress in connection with the awarding of
submitting this proposal that it will include this clause titled
anyFederalcontract,themakingof anyFederalgrant,themakingofany
"Certification Regarding Debarment, Suspension, Ineligibility and
Federal loan, the entering into of any cooperative agreement, and the
Voluntary Exclusion-Lower Tier Covered Transaction," without
extension, continuation, renewal, amendment, or modification of any
modification, in all lower tier covered transactions and in all
Federalcontract,grant,loan,orcooperativeagreement.
solicitations for lower tier covered transactionsexceedingthe$25,000
threshold.
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
g.A participant in a covered transaction may rely upon a
anofficeroremployeeofanyFederalagency,aMemberofCongress,an
certification of a prospective participant in a lower tier covered
officer or employee of Congress, or an employee of a Member of
transactionthatisnotdebarred,suspended,ineligible,orvoluntarily
Congress in connection with this Federal contract, grant, loan, or
excluded from the covered transaction, unless it knows that the
cooperative agreement, the undersigned shall complete and submit
certification is erroneous. A participant is responsible for ensuring
Standard Form-LLL, "Disclosure Form to Report Lobbying," in
that its principals are not suspended, debarred, or otherwise
accordance withits instructions.
ineligibletoparticipate in covered transactions.Toverify
the eligibility of itsprincipals, as well as the eligibility of any lower
2.This certification is a material representation of fact upon which
tier prospective participants, each participant may, but is not
reliance was placed when this transaction was made or entered into.
required to, check the Excluded Parties List System website
Submission of this certification is a prerequisite for making or entering
(https://www.epls.gov/),whichiscompiledbytheGeneralServices
into this transaction imposed by 31 U.S.C. 1352. Any person who fails
Administration.
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 suchfailure.
h.Nothingcontainedintheforegoingshallbeconstruedtorequire
establishment of a system of records in order to render in good faith
3.The prospective participant also agrees by submitting its bid or
the certification required by this clause. The knowledge and
proposal that the participant shall require that the language of this
information of participant is not required to exceed that which is
certification beincluded in all lower tier subcontracts, whichexceed
normally possessed by a prudent person in the ordinary course of
$100,000 and that all such recipients shall certify and disclose
business dealings.
accordingly.
Except for transactions authorized under paragraph e of these
instructions,ifaparticipantinacoveredtransactionknowinglyenters
intoalowertier coveredtransactionwithapersonwhoissuspended,
debarred,ineligible,orvoluntarilyexcludedfromparticipationinthis
transaction, in addition to other remedies available to the Federal
Government, the department or agency with which this transaction
originated may pursue available remedies, including suspension
and/ordebarment.
Exhibit I -Page 10of 11
ATTACHMENT A -EMPLOYMENT AND MATERIALS
PREFERENCE FOR APPALACHIAN DEVELOPMENT
HIGHWAY SYSTEM OR APPALACHIAN LOCAL ACCESS
ROAD CONTRACTS
ThisprovisionisapplicabletoallFederal-aidprojectsfunded underthe
AppalachianRegionalDevelopmentActof1965.
1.During the performance of this contract, the contractor
undertakingtodoworkwhichis,orreasonablymaybe,doneason-site
work, shall give preference to qualified persons who regularly reside
in thelaborareaasdesignatedby theDOLwhereinthecontractwork
is situated, or the subregion, or the Appalachian counties of the State
whereinthecontractwork issituated,except:
a.Totheextentthatqualifiedpersonsregularlyresidinginthearea
are notavailable.
b.Forthereasonableneedsofthecontractortoemploysupervisory
or specially experienced personnel necessary to assure an efficient
executionofthecontractwork.
c.Fortheobligationofthecontractortoofferemploymenttopresent
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,exceptasprovidedinsubparagraph(4)below.
2.The contractor shall place a joborder with the State Employment
Serviceindicating(a)theclassificationsofthelaborers, mechanicsand
otheremployeesrequiredtoperformthecontractwork,(b)thenumber
ofemployeesrequiredineachclassification,(c)thedateonwhichthe
participantestimatessuchemployeeswillberequired, and(d)anyother
pertinent information required by the State Employment Service to
completethejoborderform.ThejobordermaybeplacedwiththeState
EmploymentServiceinwritingorbytelephone.Ifduringthecourseof
the contract work, the information submitted by the contractor in the
original job order is substantially modified, the participant shall
promptlynotify theStateEmploymentService.
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
workrequired.
4.If, within one week following the placing of a job order by the
contractorwiththeStateEmploymentService,theStateEmployment
Serviceisunabletoreferanyqualifiedjobapplicantstothecontractor,
orlessthanthenumberrequested,theStateEmploymentService 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
contractormayemploypersonswhodonotnormallyresideinthelabor
area to fill positions covered by the certificate, notwithstanding the
provisionsofsubparagraph(1c)above.
5.Theprovisionsof23CFR633.207(e)allowthecontractingagency
to provide a contractual preference for the use of mineral resource
materials native to the Appalachianregion.
6.ThecontractorshallincludetheprovisionsofSections1through4
of this Attachment A in every subcontract for work which is, or
reasonablymaybe,doneason-sitework.
Exhibit I -Page 11of 11
EXHIBIT J
ADDITIONAL FEDERAL REQUIREMENTS
Federal laws and regulations that may be applicable to the Work include:
Executive Order 11246
Executive Order 11246 of September 24, 1965 entitled "Equal Employment Opportunity," as amended by
Executive Order 11375 of October 13, 1967 and as supplemented in Department of Labor regulations (41 CFR
Chapter 60) (All construction contracts awarded in excess of $10,000 by the Local Agencys and their
contractors or the Local Agencys).
Copeland "Anti-Kickback" Act
TheCopeland"Anti-Kickback"Act(18U.S.C.874)assupplementedin DepartmentofLabor regulations(29
CFR Part 3) (All contracts and sub-Agreements for construction orrepair).
Davis-Bacon Act
The Davis-Bacon Act (40 U.S.C. 276a to a-7) as supplemented by Department of Labor regulations (29 CFR
Part 5) (Construction contracts in excess of $2,000 awarded by the Local Agencys and the Local Agencys
when required by Federal Agreement program legislation. This act requires that all laborers and mechanics
employed by contractors or sub-contractors to work on construction projects financed by federal assistance
must be paid wages not less than those established for the locality of the project by the Secretary of Labor).
Contract Work Hours and Safety Standards Act
Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-330) as
supplemented by Department of Labor regulations (29 CFR Part 5). (Construction contracts awarded by the
LocalAgency’sinexcessof$2,000,andinexcessof$2,500forothercontractswhichinvolvetheemployment
of mechanics orlaborers).
Clear Air Act
Standards, orders, or requirements issued under section 306 of the Clear Air Act (42 U.S.C. 1857(h), section
508 of the Clean Water Act (33 U.S.C. 1368). Executive Order 11738, and Environmental Protection Agency
regulations (40 CFR Part 15) (contracts, subcontracts, and sub-Agreements of amounts inexcess of $100,000).
Energy Policy and Conservation Act
Mandatory standards and policies relating to energy efficiency which are contained in the state energy
conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163).
OMB Circulars
Office of Management and Budget Circulars A-87, A-21 or A-122, and A-102 or A-110, whichever is
applicable.
Hatch Act
The Hatch Act (5 USC 1501-1508) and Public Law 95-454 Section 4728. These statutes state that federal funds
cannot be used for partisan political purposes of any kind by any person or organization involved in the
administration of federally-assisted programs.
Nondiscrimination
The Local Agency shall not exclude from participation in, deny the benefits of, or subject to discrimination
any person in the United States onthe ground of race, color national origin, sex, age or disability. Prior to the
receiptofanyFederalfinancialassistancefromCDOT,theLocalAgencyshallexecutetheattachedStandard
DOT Title VI assurance. As appropriate, the Local Agency shall include Appendix A, B, or C to the Standard
DOTTitleVIassuranceinanycontractutilizingfederalfunds,landorotheraid.TheLocalAgencyshallalso
include the following in all contractadvertisements:
The \[Local Agency\], in accordance with the provisions of Title VI of the Civil Rights Act
of1964(79Stat.252,42US.C.§§2000dto2000d-4)andtheRegulations,herebynotifies
allbiddersthatitwillaffirmativelyensurethatanycontractenteredintopursuanttothis
advertisement,DBEswillbeaffordedfullandfairopportunitytosubmitbidsinresponse
to this invitation and will not be discriminated against on thegrounds of race, color, or
national origin in consideration for anyaward.
Exhibit J -Page 1of 11
ADA
In any contract utilizing federal funds, land, or other federal aid, the Local Agency shall require the federal-
aid recipient or contractor to provide a statement of written assurance that they will comply with Section 504
and not discriminate on the basis of disability.
Uniform Relocation Assistance and Real Property Acquisition Policies Act
The Uniform Relocation Assistance and Real Property Acquisition Policies Act, as amended (Public Law 91-
646, as amended and Public Law 100-17, 101 Stat. 246-256). (If the contractor is acquiring real property and
displacing households or businesses in the performance of the Agreement).
Drug-Free Workplace Act
The Drug-Free Workplace Act (Public Law 100-690 Title V, subtitle D, 41 USC 701 et seq.).
Age Discrimination Act of 1975
The Age Discrimination Act of 1975, 42 U.S.C. Sections 6101 et. seq. and its implementing regulation, 45
C.F.R. Part 91; Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. 794, as amended, and implementing
regulation 45 C.F.R. Part 84.
23C.F.R. Part 172
23 C.F.R. Part 172, concerning "Administration of Engineering and Design Related Contracts".
23 C.F.R Part 633
23 C.F.R Part 633, concerning "Required Contract Provisions for Federal-Aid Construction Contracts".
23 C.F.R. Part 635
23 C.F.R. Part 635, concerning "Construction and Maintenance Provisions".
Title VI of the Civil Rights Act of 1964 and 162(a) of the Federal Aid Highway Act of 1973
TitleVIoftheCivilRightsActof1964and162(a)oftheFederalAidHighwayActof1973.Therequirements
forwhichareshownintheNondiscriminationProvisions,whichareattachedheretoandmadeaparthereof.
Nondiscrimination Provisions:
In compliance with Title VI of the Civil Rights Act of 1964 and with Section 162(a) of the Federal Aid
Highway Act of 1973, the Contractor, for itself, its assignees and successors in interest, agree as follows:
i.Compliance withRegulations
The Contractor will comply with the Regulations of the Department of Transportation relative to
nondiscriminationin FederallyassistedprogramsoftheDepartmentofTransportation(Title49,Code
of Federal Regulations, Part 21, hereinafter referred to as the "Regulations"), which are herein
incorporated by reference and made a part of thisAgreement.
ii.Nondiscrimination
The Contractor, with regard to the work performed by it after award and prior to completion of the
contract work, will not discriminate onthe ground of race, color, sex, mental or physical handicap or
nationaloriginintheselectionandretentionofSubcontractors,includingprocurementofmaterialsand
leases of equipment. The Contractor will not participate either directly or indirectly in the
discrimination prohibited by Section 21.5 of the Regulations, including employment practices when
the contract covers a program set forth in Appendix C of theRegulations.
iii.Solicitations for Subcontracts, Including Procurement of Materials andEquipment
In all solicitations either by competitive bidding or negotiation made by the Contractor for work to be
performed under a subcontract, including procurement of materials or equipment, each potential
Subcontractor or supplier shall be notified by the Contractor of the Contractor's obligations under this
AgreementandtheRegulationsrelativetonondiscriminationonthegroundofrace,color,sex,mental
or physical handicap or nationalorigin.
iv.Information andReports
The Contractor will provide all information and reports required by the Regulations, or orders and
instructionsissuedpursuanttheretoandwillpermitaccesstoitsbooks,records,accounts,othersources
of information and its facilities as may be determined by the State or the FHWA to be pertinent to
ascertain compliance with such Regulations, orders and instructions. Where any information required
ofthe Contractor is in the exclusive possession of another who fails or refuses to furnish this
information,theContractorshallsocertifytotheState,ortheFHWAasappropriateandshallsetforth
what efforts have been made to obtain theinformation.
Exhibit J -Page 2of 11
v.Sanctions forNoncompliance
In the event of the Contractor's noncompliance with the nondiscrimination provisions of this
Agreement, the State shall impose such contract sanctions as it or the FHWA may determine to be
appropriate, including, but not limited to: a. Withholding of payments to the Contractor under the
contract until the Contractor complies, and/or b. Cancellation, termination or suspension of the
contract, in whole or in part.
Incorporation of Provisions §22
The Contractor will include the provisions of this Exhibit J in every subcontract, including procurement of
materials and leases of equipment, unless exempt by the Regulations, orders, or instructions issued pursuant
thereto.TheContractorwilltakesuchactionwithrespecttoanysubcontractorprocurementastheStateorthe
FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance; provided,
however, that, in the event the Contractor becomes involved in, or is threatened with, litigationwith a
Subcontractor or supplier as a result of such direction, the Contractor may request the State to enter into such
litigation to protect the interest of the State and in addition, the Contractor may request the FHWA to enter into
such litigation to protect the interests of the UnitedStates.
THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
Exhibit J -Page 3of 11
SAMPLE
The United States Department of Transportation (USDOT) Standard Title VI/Non-Discrimination
Assurances for Local Agencies
DOT Order No.1050.2A
The \[Local Agency\] (herein referred to as the "Recipient"), HEREBY AGREES THAT, as a condition to receiving
anyFederalfinancialassistancefromtheU.S.DepartmentofTransportation(DOT),throughtheColoradoDepartment
of Transportation and the Federal Highway Administration (FHWA), Federal Transit Administration (FTA), and
Federal Aviation Administration (FAA), is subject to and will comply with thefollowing:
Statutory/Regulatory Authorities
Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78stat. 252), (prohibits discrimination on
the basis of race, color, nationalorigin);
49 C.F.R. Part 21 (entitled Non-discrimination In Federally-Assisted Programs Of The Department Of
Transportation-EffectuationOfTitleVIOfTheCivilRightsActOf1964);
28 C.F.R. section 50.3 (U.S. Department of Justice Guidelines for Enforcement of Title VI of the Civil Rights
Act of1964);
The preceding statutory and regulatory cites hereinafter are referred to as the "Acts" and "Regulations," respectively.
General Assurances
In accordance with the Acts, the Regulations, and other pertinent directives, circulars, policy, memoranda, and/or
guidance, the Recipient hereby gives assurance that it will promptly take any measures necessary to ensure that:
"No person in the United States shall, on the grounds of race, color, or national origin, be excluded from
participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or
activity,"forwhichtheRecipientreceivesFederalfinancialassistancefromDOT,includingtheFHWA,FTA,
orFAA.
The Civil Rights Restoration Act of 1987 clarified the original intent of Congress, with respect to Title VI and other
Non-discrimination requirements (The Age Discrimination Act of 1975, and Section 504 of the Rehabilitation Act of
1973), by restoring the broad, institutional-wide scope and coverage of these non-discrimination statutes and
requirements to include all programs and activities of the Recipient, so long as any portion of the program is Federally
assisted.
Specific Assurances
Morespecifically,andwithoutlimitingtheabovegeneralAssurance,theRecipientagreeswithandgivesthefollowing
Assurances with respect to its Federally assisted FHWA, FTA, and FAA assistedprograms:
1.The Recipient agrees that each "activity," "facility," or "program," as defined in §§ 21.23(b) and 21.23(e) of
49C.F.R.§21willbe(withregardtoan"activity") facilitated,orwillbe(withregardtoa"facility")operated,
orwillbe(withregardtoa"program")conductedincompliancewithallrequirementsimposedby,orpursuant
to the Acts and theRegulations.
2.The Recipient will insert the following notification in all solicitations for bids, Requests For Proposals for work,
or material subject to the Acts and the Regulations made in connection with all FHWA, FTA and FAA programs
and, in adapted form, in all proposals for negotiated agreements regardless of fundingsource:
3."The \[Local Agency\] in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat.
252, 42 US.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively
ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will
be afforded full and fairopportunity
Exhibit J -Page 4of 11
4.tosubmit bids in response to this invitation and will not be discriminated against on the grounds of
race, color, or national origin in consideration for anaward."
5.The Recipient will insert the clauses of Appendix A and E of this Assurance in every contract or agreement
subject to the Acts and theRegulations.
6.The Recipient will insert the clauses of Appendix B of this Assurance, as a covenant running with the land,
in any deed from the United States effecting or recording a transfer of real property, structures, use, or
improvements thereon or interest therein to aRecipient.
7.That where the Recipient receives Federal financial assistance to construct a facility, or part of a facility,
theAssurancewillextendtotheentirefacilityandfacilitiesoperatedinconnection therewith.
8.That where the Recipient receives Federal financial assistance in the form, or for the acquisition of real
property or an interest in real property, the Assurance will extend to rights to space on, over, or under such
property.
9.That the Recipient will include the clauses set forth in Appendix C and Appendix D of this Assurance, as a
covenant running with the land, in any future deeds, leases, licenses, permits, or similar instruments entered
into by the Recipient with otherparties:
a.for the subsequent transfer of real property acquired or improved under the applicable activity, project,
or program;and
b.for the construction or use of, or access to, space on, over, or under real property acquired or improved
under the applicable activity, project, orprogram.
10.That this Assurance obligates the Recipient for the period during which Federal financial assistance is
extended to the program, except where the Federal financial assistance is to provide, or is in the form of,
personal property, or real property, or interest therein, or structures or improvements thereon, in which case
the Assurance obligates the Recipient, or any transferee for the longer of the followingperiods:
a.the period during which theproperty is used for a purpose for which the Federal financial assistance is
extended, or for another purpose involving the provision of similar services or benefits;or
b.the period during which the Recipient retains ownership or possession of theproperty.
11.The Recipient will provide for such methods of administration for the program as are found by the Secretary
of Transportation or the official to whom he/she delegates specific authority to give reasonable guarantee
that it, other recipients, sub-recipients, sub-grantees, contractors, subcontractors, consultants, transferees,
successors in interest, and other participants of Federal financial assistance under such program will comply
with allrequirementsimposed orpursuanttotheActs,theRegulations,andthisAssurance.
12.The Recipient agrees that the United States has a right to seek judicial enforcement with regard to any
matter arising under the Acts, the Regulations, andthisAssurance.
By signing this ASSURANCE, the \[Local Agency\] also agrees to comply (and require any sub-recipients, sub-
grantees, contractors, successors, transferees, and/or assignees to comply) with all applicable provisions governing
the FHWA, FTA, and FAA’s access to records, accounts, documents, information, facilities, and staff. You also
recognize that you must comply with any program or compliance reviews, and/or complaint investigations
conducted by CDOT, FHWA, FTA, or FAA. You must keep records, reports, and submit the material for review
Exhibit J -Page 5of 11
upon request to CDOT, FHWA, FTA, or FAA, or its designee in a timely, complete, and accurate way. Additionally,
youmustcomplywithallotherreporting,datacollection,andevaluationrequirements,asprescribedbylawordetailed
in programguidance.
\[Local Agency\] gives this ASSURANCE in consideration of and for obtaining any Federal grants, loans, contracts,
agreements, property, and/or discounts, or other Federal-aid and Federal financial assistance extended after the date
hereof to the recipients by the U.S. Department of Transportation under the FHWA, FTA, and FAA. This ASSURANCE
isbindingon\[LocalAgency\],otherrecipients,sub-recipients,sub-grantees,contractors,subcontractors and their
subcontractors', transferees, successors in interest, and any other participants in the FHWA, FTA, and FAA funded
programs. The person(s) signing below is authorized to sign this ASSURANCE onbehalf of theRecipient.
(Name of Recipient)
by
(Signature of AuthorizedOfficial)
DATED
Exhibit J -Page 6of 11
APPENDIX A
During the performance of this contract, the contractor, 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
andtheRegulationsrelativetoNon-discrimination inFederally-assistedprogramsoftheU.S.Departmentof
Transportation, FHWA, as they may be amended from time to time, which are herein incorporated by reference
and made a part of thiscontract.
2.Non-discrimination: The contractor, with regard to the work performed by it during the contract, will not
discriminateonthegroundsofrace,color,ornationaloriginintheselectionandretentionofsubcontractors,
including procurements of materials and leases of equipment. The contractor will not participate directly or
indirectlyinthediscriminationprohibitedbytheActsandtheRegulations,includingemploymentpractices
when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21.
3.SolicitationsforSubcontracts,IncludingProcurementsofMaterialsandEquipment:Inallsolicitations,
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 contract and the Acts and
the Regulations relative to Non-discrimination on the grounds of race, color, or nationalorigin.
4.InformationandReports:Thecontractor willprovideallinformation andreportsrequired bytheActs,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 \[Local Agency\], CDOT or FHWA tobe
pertinenttoascertaincompliancewithsuch Acts,Regulations,andinstructions.Whereanyinformation
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 \[Local Agency\], CDOT or FHWA, as appropriate, and will
set forth what efforts it has made to obtain theinformation.
5.Sanctions for Noncompliance: In the event of a contractor's noncompliance with the Non-discrimination
provisions of this contract, the \[Local Agency\] will impose such contract sanctions as it, CDOT or FHWA
may determine to be appropriate, including, but not limitedto:
a.withholdingpaymentstothecontractorunderthecontractuntilthecontractorcomplies;and/or
b.cancelling, terminating, or suspending a contract, in whole or inpart.
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 \[Local Agency\], CDOT or FHWA may direct as a means
ofenforcingsuchprovisionsincludingsanctionsfornoncompliance.Provided,thatifthecontractorbecomes
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,thecontractormayrequesttheUnitedStatestoenterintothelitigationtoprotecttheinterestsofthe
UnitedStates.
Exhibit J -Page 7of 11
APPENDIX B
CLAUSES FOR DEEDS TRANSFERRING UNITED STATES PROPERTY
The following clauses will be included in deeds effecting or recording the transfer of real property, structures, or
improvements thereon, or granting interest therein from the United States pursuant to the provisions of Assurance 4:
NOW, THEREFORE, the U.S. Department of Transportation as authorized by law and uponthe condition that the
\[LocalAgency\]willaccepttitletothelandsandmaintaintheprojectconstructedthereoninaccordancewith(Nameof
Appropriate Legislative Authority), the Regulations for the Administration of (Name of Appropriate Program), and
the policies and procedures prescribed by the FHWA of the U.S. Department of Transportation in accordance and in
compliance with all requirements imposed by Title 49, Code of Federal Regulations,U.S. Department of
Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in Federally-assisted programs of the
U.S Department of Transportation pertaining to and effectuating the provisions of Title VI of the Civil Rights Act of
1964(78Stat.252;42U.S.C.§2000dto2000d-4),does herebyremise,release,quitclaimandconveyuntothe\[Local
Agency\]alltheright,titleandinterestoftheU.S.DepartmentofTransportationinandtosaidlandsdescribedinExhibit
A attached hereto and made a parthereof.
(HABENDUM CLAUSE)
TO HAVE AND TO HOLD said lands and interests therein unto \[Local Agency\] and its successors forever, subject,
however, to the covenants, conditions, restrictions and reservations herein contained as follows, which will remain in
effect for the period during which the real property or structures are used for a purpose for which Federal financial
assistance is extended or for another purpose involving the provision of similar services or benefits and will be binding
onthe \[Local Agency\] its successors and assigns.
The \[Local Agency\], in consideration of the conveyance of said lands and interests in lands, does hereby covenant and
agreeasacovenantrunningwiththelandforitself,itssuccessors and assigns,that(1)noperson willonthegrounds of
race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to
discrimination with regard to any facility located wholly or in part on, over, orunder such lands hereby conveyed \[,\]
\[and\]* (2) that the \[Local Agency\] will use the lands and interests in lands and interests in lands so conveyed, in
compliance with all requirements imposed by or pursuant to Title 49, Code of Federal Regulations, U.S.Department of
Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in Federally-assisted programs of the
U.S.DepartmentofTransportation,EffectuationofTitleVIoftheCivilRightsActof1964,andassaidRegulations and
Acts may be amended \[, and (3) that in the event of breach of any of the above-mentioned non-discrimination conditions,
the Department will have a right to enter or re-enter said lands and facilities onsaid land, and that above describedland
andfacilitieswillthereonreverttoandvestinandbecometheabsolutepropertyoftheU.S. Department of Transportation
and its assigns as such interest existed prior to thisinstruction\].*
(*Reverter clause and related language to be used only when it is determined that such aclauseis necessary to make clear
the purpose of Title VI.)
Exhibit J -Page 8 of 11
APPENDIX C
CLAUSES FOR TRANSFER OF REAL PROPERTY ACQUIRED OR IMPROVED UNDER THE
ACTIVITY, FACILITY, OR PROGRAM
The following clauses will be included in deeds, licenses, leases, permits, or similar instruments entered into by the
\[Local Agency\] pursuant to the provisions of Assurance 7(a):
A.The (grantee, lessee, permittee, etc. as appropriate) for himself/herself, his/her heirs, personal representatives,
successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree \[in the
case of deeds and leases add "as a covenant running with the land"\]that:
1.In the event facilities are constructed, maintained, or otherwise operated on the property described in this (deed,
license,lease,permit,etc.)forapurposeforwhichaU.S.DepartmentofTransportationactivity,facility, or
program is extended or for another purpose involving the provision of similar services or benefits, the (grantee,
licensee, lessee, permittee, etc.) will maintain and operate such facilities and services in compliance with all
requirements imposed by the Acts and Regulations (as may be amended) such that no person on the grounds
of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise
subjected to discrimination in the use of saidfacilities.
B.With respect to licenses, leases, permits, etc., in the event of breach of any of the above Non-discrimination
covenants, \[Local Agency\] will have the right to terminate the (lease, license, permit, etc.) and to enter, re-enter,
and repossess said lands and facilities thereon, and hold the same as if the (lease, license, permit, etc.) had never
been made or issued.*
C.Withrespecttoadeed,intheeventofbreachofanyoftheaboveNon-discriminationcovenants,the\[LocalAgency\]
will have the right to enter or re-enter the lands and facilities thereon, and the above described lands and facilities
will there upon revert to and vest in and become the absolute property of the \[Local Agency\] and its assigns.*
(*Reverter clause and related language to be used only when it is determined that such a clause is necessary to make
clear the purpose of Title VI.)
Exhibit J -Page 9of 11
APPENDIX D
CLAUSES FOR CONSTRUCTION/USE/ACCESS TO REAL PROPERTY ACQUIRED UNDER THE
ACTIVITY, FACILITY OR PROGRAM
The following clauses will be included in deeds, licenses, permits, or similar instruments/agreements entered into by
\[Local Agency\] pursuant to the provisions of Assurance 7(b):
A.The (grantee, licensee, permittee, etc., as appropriate) for himself/herself, his/her heirs, personal representatives,
successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree (in the
case of deeds and leases add, "as a covenant running with the land") that (1) no person on the ground of race,
color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected
to discrimination in the use of said facilities, (2) that in the construction of any improvements on, over, or under
such land, and the furnishing of services thereon, no person on the ground of race, color, or nationalorigin, will
be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (3) that the
(grantee,licensee,lessee,permittee,etc.)willusethepremisesincompliancewithallotherrequirementsimposed
by or pursuant to the Acts and Regulations, as amended, set forth in thisAssurance.
B.With respect to (licenses, leases, permits, etc.), in the event of breach of any of the above Non-discrimination
covenants, \[Local Agency\] will have the right to terminate the(license, permit, etc., as appropriate) and to enter
orre-enterandrepossesssaidlandandthefacilitiesthereon,andholdthesameasifsaid(license,permit,etc.,as
appropriate) had never been made orissued. *
C.With respect to deeds, in the event of breach of any of the above Non-discrimination covenants, \[Local Agency\]
will there uponrevert to and vest in and become the absolute property of \[Local Agency\] of Transportation and its
assigns. *
(*Reverter clauseand related language to be used only when it is determined that such a clause is necessary to make
clear the purpose of Title VI.)
Exhibit J -Page 10of 11
APPENDIX E
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 Part21.
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 andprojects);
Federal-Aid HighwayActof1973,(23U.S.C.§ 324 etseq.),(prohibitsdiscriminationonthebasisofsex);
Section504oftheRehabilitationActof1973,(29U.S.C.§794etseq.),asamended,(prohibitsdiscrimination
on the basis of disability); and 49CFR Part27;
TheAgeDiscriminationActof1975,asamended,(42U.S.C.§6101etseq.),(prohibitsdiscriminationonthe
basis ofage);
Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits
discrimination based on race, creed, color, national origin, orsex);
The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the 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 ornot);
TitlesIIandIIIoftheAmericanswithDisabilitiesAct,whichprohibitdiscriminationonthebasisofdisability
in the operation of public entities, public and private transportation systems, places of public accommodation,
and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation
regulations at 49C.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, andsex);
ExecutiveOrder 12898,FederalActionstoAddressEnvironmentalJusticeinMinorityPopulationsandLow-
Income Populations, which ensures discrimination against minority populations by discouraging programs,
policies, and activities with disproportionately high and adverse human health or environmental effects on
minority and low-incomepopulations;
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 to74100);
TitleIXoftheEducationAmendmentsof1972,asamended,whichprohibitsyoufromdiscriminatingbecause
of sex in education programs or activities (20 U.S.C. 1681 etseq).
Exhibit J -Page 11of 11
EXHIBIT K
FFATA SUPPLEMENTAL FEDERAL PROVISIONS
State of Colorado
Supplemental Provisionsfor
Federally Funded Contracts, Grants, and Purchase Orders
Subject to
The Federal Funding Accountability and Transparency Act of 2006 (FFATA), As Amended
Revised as of 3-20-13
The contract, grant, or purchase order to which these Supplemental Provisions are attached has been funded, in whole
or in part, with an Award of Federal funds. In the event of a conflict between the provisions of these Supplemental
Provisions, the Special Provisions, the contract or any attachments or exhibits incorporated into and made a part of the
contract, the provisions of these Supplemental Provisions shall control.
1.Definitions. For the purposes of these Supplemental Provisions, the following terms shall have the meanings
ascribed to thembelow.
1.1.“Award” means an award of Federal financial assistance that a non-Federal Entity receives or administers
in the formof:
1.1.1.Grants;
1.1.2.Contracts;
1.1.3.Cooperative agreements,which do not include cooperative research and development
agreements (CRDA) pursuant to the Federal Technology Transfer Act of 1986, as amended
(15 U.S.C.3710);
1.1.4.Loans;
1.1.5.LoanGuarantees;
1.1.6.Subsidies;
1.1.7.Insurance;
1.1.8.Foodcommodities;
1.1.9.Directappropriations;
1.1.10.Assessed and voluntary contributions;and
1.1.11.OtherfinancialassistancetransactionsthatauthorizetheexpenditureofFederalfundsbynon-
FederalEntities.
Award does not include:
1.1.12.Technical assistance, which provides services in lieu ofmoney;
1.1.13.AtransferoftitletoFederally-ownedpropertyprovidedinlieuofmoney;eveniftheawardis
called agrant;
1.1.14.Any award classified for security purposes;or
1.1.15.Any award funded in whole or in part with Recovery funds, as defined in section 1512 of the
American Recovery and Reinvestment Act (ARRA) of 2009 (Public Law111-5).
1.2.“Contract”meansthecontracttowhichtheseSupplementalProvisionsareattachedandincludesallAward
types in §1.1.1 through 1.1.11 above.
1.3.“Contractor” means the party or parties to a Contract funded, in whole or in part, with Federal financial
assistance, other than the Prime Recipient, and includes grantees, subgrantees, Subrecipients, and borrowers.
For purposes of Transparency Act reporting, Contractor does not includeVendors.
1.4.“Data Universal Numbering System (DUNS) Number” means the nine-digit number established and
assigned by Dun and Bradstreet, Inc. to uniquely identify a business entity. Dun and Bradstreet’s website
may be found at:http://fedgov.dnb.com/webform.
1.5.“Entity” means all of the following as defined at 2 CFR part 25, subpartC;
1.5.1.A governmental organization, which is a State, local government, or IndianTribe;
1.5.2.A foreign publicentity;
1.5.3.A domestic or foreign non-profitorganization;
Exhibit K -Page 1of 4
1.5.4.A domestic or foreign for-profit organization;and
1.5.5.A Federal agency, but only a Subrecipient under an Award or Subaward to a non-Federalentity.
1.6.“Executive”meansanofficer,managingpartneror anyotheremployeeinamanagementposition.
1.7.“Federal Award Identification Number (FAIN)” means an Award number assigned bya Federal agency
to a PrimeRecipient.
1.8.“FFATA”meanstheFederalFundingAccountabilityandTransparencyActof2006(PublicLaw109-282),
asamendedby§6202ofPublicLaw110-252.FFATA, asamended,alsoisreferredtoasthe“Transparency
Act.”
1.9.“Prime Recipient” means a Colorado State agency or institution of higher education that receives an Award.
1.10.“Subaward”meansalegalinstrumentpursuanttowhichaPrimeRecipientofAwardfundsawardsallora
portionofsuchfundstoaSubrecipient,inexchangefortheSubrecipient’ssupportintheperformanceofall
or any portion of the substantive project or program for which the Award wasgranted.
1.11.“Subrecipient” means a non-Federal Entity (or a Federal agency under an Award or Subaward to a non-
FederalEntity)receivingFederalfundsthroughaPrimeRecipienttosupporttheperformanceoftheFederal
project or program for which the Federal funds were awarded. A Subrecipient is subject to the terms and
conditions of the Federal Award to the Prime Recipient, including program compliance requirements. The
term“Subrecipient”includesandmaybereferredtoasSubgrantee.
1.12.“Subrecipient Parent DUNS Number” means the subrecipient parent organization’s 9-digit Data
Universal Numbering System (DUNS) number that appears in the subrecipient’s System for Award
Management(SAM) profile, ifapplicable.
1.13.“SupplementalProvisions”meanstheseSupplementalProvisionsforFederallyFundedContracts,Grants,
and Purchase Orders subject to the Federal Funding Accountability and Transparency Act of 2006, As
Amended, as may be revised pursuant to ongoing guidance from the relevant Federal or State of Colorado
agency or institution of highereducation.
1.14.“System for Award Management (SAM)” means the Federal repository into which an Entity must enter
http://www.sam.gov.
theinformationrequiredundertheTransparencyAct,whichmaybefoundat
1.15.“Total Compensation” means the cash and noncash dollar value earned by an Executive during the Prime
Recipient’s or Subrecipient’s preceding fiscal year and includes thefollowing:
1.15.1.Salary andbonus;
1.15.2.Awards of stock, stock options, and stock appreciation rights, using the dollar amount
recognized for financial statement reporting purposes with respect to the fiscal year in
accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2005)
(FAS 123R), Shared BasedPayments;
1.15.3.Earnings for services under non-equity incentive plans, not including group life, health,
hospitalization ormedicalreimbursementplansthatdonotdiscriminateinfavorofExecutives
and are available generally to all salariedemployees;
1.15.4.Change in present value of defined benefit and actuarial pensionplans;
1.15.5.Above-market earnings ondeferred compensation which is nottax-qualified;
1.15.6.Other compensation, if the aggregate value of all such other compensation (e.g. severance,
termination payments, value of life insurance paid on behalf of the employee, perquisites or
property) for the Executive exceeds$10,000.
1.16.“TransparencyAct”meanstheFederalFundingAccountabilityandTransparencyActof2006(PublicLaw
109-282),asamendedby§6202ofPublicLaw110-252.TheTransparencyActalsoisreferredtoasFFATA.
1.17 “Vendor” means a dealer, distributor, merchant or other seller providing property or services required for a
project or program funded by an Award. A Vendor is not a Prime Recipient or a Subrecipient and is not
subject to the terms and conditions of the Federal award. Program compliance requirements do not pass
through to a Vendor.
Exhibit K -Page 2of 4
2.Compliance. Contractor shall comply with all applicable provisions of the Transparency Act and the regulations
issued pursuant thereto, including but not limited to these Supplemental Provisions. Any revisions to such
provisionsorregulationsshallautomaticallybecomeapartoftheseSupplementalProvisions,withoutthenecessity
of either party executing any further instrument. The State of Colorado may provide written notification to
Contractorofsuchrevisions,butsuchnoticeshallnotbeaconditionprecedenttotheeffectivenessofsuchrevisions.
3.Systemfor AwardManagement(SAM)andDataUniversal NumberingSystem(DUNS)Requirements.
3.1.SAM. Contractor shall maintain the currency of its information in SAM until the Contractor submits the
finalfinancialreportrequiredundertheAwardorreceivesfinalpayment,whicheverislater.Contractorshall
review and update SAM information at least annually after the initial registration, and more frequently if
required by changes in itsinformation.
3.2.DUNS. Contractor shall provide its DUNS number to its Prime Recipient, and shall update Contractor’s
information in Dun& Bradstreet, Inc. at least annually after the initial registration, and more frequently if
requiredbychangesinContractor’sinformation.
4.Total Compensation. Contractor shall include Total Compensation in SAM for each of its five most highly
compensated Executives for the preceding fiscal yearif:
4.1.ThetotalFederalfundingauthorizedtodateundertheAwardis$25,000ormore;and
4.2.Intheprecedingfiscalyear,Contractorreceived:
4.2.1.80%ormoreofitsannualgrossrevenuesfromFederalprocurementcontractsandsubcontracts
and/orFederalfinancialassistanceAwardsorSubawardssubjecttotheTransparencyAct;and
4.2.2.$25,000,000 or more in annual gross revenues from Federal procurement contracts and
subcontracts and/or Federal financial assistance Awards or Subawards subject to the
Transparency Act;and
4.3.Thepublicdoesnothaveaccesstoinformationaboutthecompensationofsuch Executivesthroughperiodic
reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)
or § 6104 of the Internal Revenue Code of1986.
5.Reporting. Contractor shall report data elements to SAM and to the Prime Recipient as required in §7 below if
Contractor is a Subrecipient for the Award pursuant to the Transparency Act. No direct payment shall be made to
Contractor for providing any reports required under these Supplemental Provisions and the cost of producing such
reportsshallbeincludedintheContractprice.Thereportingrequirementsin§7belowarebasedonguidancefrom
the US Office of Management and Budget (OMB), and as such are subject to change at any time by OMB. Any such
changes shall be automatically incorporated into this Contract and shall become part of Contractor’s obligations
under this Contract, as provided in §2 above. The Colorado Office of the State Controller will provide summaries
ofrevisedOMBreportingrequirementsathttp://www.colorado.gov/dpa/dfp/sco/FFATA.htm.
6.Effective Date and Dollar Threshold for Reporting. The effective date of these Supplemental Provisions apply
to new Awards as of October 1, 2010. Reporting requirements in §7 below apply to new Awards as of October 1,
2010, if the initial award is $25,000 or more. If the initial Award is below $25,000 but subsequent Award
modifications result in a total Award of $25,000 or more, the Award is subject to the reporting requirements as of
the date the Award exceeds $25,000. If the initial Award is $25,000 or more, but funding is subsequently de-
obligated such that the total award amount falls below $25,000, the Award shall continue to be subject to the
reportingrequirements.
7.SubrecipientReportingRequirements.IfContractorisaSubrecipient,Contractorshallreportassetforthbelow.
Exhibit K -Page 3of 4
7.1To SAM. A Subrecipient shall register in SAM and report the following data elements in SAM for each
Federal Award Identification Number no later than the end of the month following the month in which the
Subaward wasmade:
7.1.1Subrecipient DUNSNumber;
7.1.2Subrecipient DUNS Number + 4 if more than one electronic funds transfer (EFT)account;
7.1.3Subrecipient Parent DUNSNumber;
7.1.4Subrecipient’s address, including: Street Address, City, State, Country, Zip + 4, and
CongressionalDistrict;
7.1.5Subrecipient’s top 5 most highly compensated Executives if the criteria in §4 above are met;
and
7.1.6Subrecipient’sTotalCompensationoftop5mosthighlycompensatedExecutivesifcriteriain
§4 above met.
7.2To Prime Recipient. A Subrecipient shall report to its Prime Recipient, uponthe effective date of the
Contract, the following dataelements:
7.2.1Subrecipient’s DUNS Number as registered inSAM.
7.2.2PrimaryPlaceofPerformanceInformation,including:StreetAddress,City,State,Country,Zip
code +4, and CongressionalDistrict.
8.Exemptions.
8.1.These Supplemental Provisions do not apply to an individual who receives an Award as a natural person,
unrelated to any business or non-profit organization he or she may own or operate in his or hername.
8.2A Contractor with gross income from all sources of less than $300,000 in the previous tax year is exempt
from the requirements to report Subawards and the Total Compensation of its most highly compensated
Executives.
8.3Effective October 1, 2010, “Award” currently means a grant, cooperative agreement, or other arrangement
as defined in Section 1.1 of these Special Provisions. On future dates “Award” may include other items to
be specified by OMB in policy memoranda available at the OMB Web site; Award also will include other
types of Awards subject to the TransparencyAct.
8.4There are no Transparency Act reportingrequirements for Vendors.
Event of Default. Failure to comply with these Supplemental Provisions shall constitute an event of default under the
ContractandtheStateofColoradomayterminatetheContractupon30dayspriorwrittennoticeifthedefaultremains
uncured five calendar days following the termination of the 30 day notice period. This remedy will be in addition to
any other remedy available to the State of Colorado under the Contract, at law or inequity.
Exhibit K -Page 4of 4
EXHIBIT L
SAMPLE SUBRECIPIENT MONITORING AND RISK ASSESSMENT
Exhibit L -Page 1of 3
Exhibit L -Page 2of 3
Exhibit L -Page 3of 3
EXHIBIT M-OMB Uniform Guidance for Federal
Awards Subject to
The Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit
Requirements for Federal Awards (“Uniform Guidance”),
Federal Register, Vol. 78, No. 248, 78590
The agreement to which these Uniform Guidance Supplemental Provisions are attached has been funded, in whole or
in part, with an award of Federal funds. In the event of a conflict between the provisions of these Supplemental
Provisions, the Special Provisions, the agreement or any attachments or exhibits incorporated into and made a part of
the agreement, the provisions of these Uniform Guidance Supplemental Provisions shall control. In the event of a
conflict between the provisions of these Supplemental Provisions and the FFATA Supplemental Provisions, the
FFATA Supplemental Provisions shall control.
9.Definitions. For the purposes of these Supplemental Provisions, the following terms shall have the meanings
ascribed to thembelow.
9.1.“Award”meansanawardbyaRecipienttoaSubrecipientfunded in wholeorin partbyaFederalAward.
The terms and conditions of the Federal Award flow down to the Award unless the terms and conditions of
the Federal Award specifically indicate otherwise. 2CFR§200.38
9.2.“Federal Award” means an award of Federal financial assistance or a cost-reimbursement contract under
theFederalAcquisitionRequirementsbyaFederalAwardingAgencytoaRecipient.“FederalAward”also
meansanagreementsettingforththetermsandconditionsoftheFederalAward.Thetermdoesnotinclude
payments to a contractor or payments to an individual that is a beneficiaryof a Federal program.
9.3.“FederalAwardingAgency”meansaFederalagencyprovidingaFederalAwardtoaRecipient.2CFR
§200.37
9.4.“FFATA” means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109-
282), as amended by §6202 of Public Law110-252.
9.5.“Grant” or “Grant Agreement” means an agreement setting forth the terms and conditions of an Award.
The term does not include an agreement that provides only direct Federal cash assistance to an individual, a
subsidy, a loan, a loan guarantee, insurance, or acquires property or services for the direct benefit of use of
the Federal Awarding Agency or Recipient. 2 CFR§200.51.
9.6.“OMB” means the Executive Office of the President, Office of Management andBudget.
9.7.“Recipient” means a Colorado State department, agency or institution of higher education that receives a
FederalAwardfromaFederalAwardingAgencytocarryoutanactivityunderaFederalprogram.Theterm
does not include Subrecipients. 2 CFR§200.86
9.8.“State” means the State of Colorado, acting by and through its departments, agencies and institutions of
highereducation.
9.9.“Subrecipient” means a non-Federal entity receiving an Award from a Recipient to carry out part of a
Federal program. The term does not include an individual whois a beneficiary of suchprogram.
9.10.“Uniform Guidance” means the Office of Management and Budget Uniform Administrative Requirements,
Cost Principles, and Audit Requirements for Federal Awards, which supersedes requirements from OMB
Circulars A-21, A-87, A-110, and A-122, OMB Circulars A-89, A-102, and A-133, and the guidance in
Circular A-50 onSingle Audit Act follow-up. The terms and conditions of the Uniform Guidance flow down
to Awards to Subrecipients unless the Uniform Guidance or the terms and conditions of the Federal Award
specifically indicateotherwise.
9.11.“UniformGuidanceSupplementalProvisions”meanstheseSupplementalProvisionsforFederalAwards
subject to the OMB Uniform Guidance, as may be revised pursuant to ongoing guidance from relevant
Federal agencies or the Colorado StateController.
10.Compliance.SubrecipientshallcomplywithallapplicableprovisionsoftheUniformGuidance,includingbutnot
limited to these Uniform Guidance Supplemental Provisions. Any revisions to suchprovisions
Exhibit M -Page 1of 5
automaticallyshallbecomeapartoftheseSupplementalProvisions,withoutthenecessityofeitherpartyexecuting
any further instrument. The State of Colorado may provide written notification to Subrecipient of such revisions,
but such notice shall not be a condition precedent to the effectiveness of suchrevisions.
11.ProcurementStandards.
3.1Procurement Procedures. Subrecipient shall use its own documented procurement procedures which
reflect applicable State, local, and Tribal laws and regulations, provided that the procurements conform to
applicableFederallawandthestandardsidentifiedintheUniform Guidance,includingwithout limitation,
§§200.318 through 200.326 thereof.
3.2Procurement of Recovered Materials. If Subrecipient is a State Agency or an agency of a political
subdivision of a state, its contractors must comply with section 6002 of the Solid Waste Disposal Act, as
amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include
procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40CFR
part247thatcontainthehighestpercentageofrecoveredmaterialspracticable,consistentwithmaintaining
a satisfactorylevel ofcompetition,wherethepurchasepriceoftheitemexceeds $10,000orthevalueofthe
quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management
services in a manner that maximizes energy and resource recovery; and establishing an affirmative
procurement program for procurement of recovered materials identified in the EPAguidelines.
4.AccesstoRecords.SubrecipientshallpermitRecipientandauditorstohaveaccesstoSubrecipient’srecordsand
financial statements as necessary for Recipient to meet the requirements of §200.331 (Requirements for pass-
through entities), §§200.300 (Statutory and national policy requirements) through 200.309 (Period of
performance), and Subpart F-Audit Requirements of the Uniform Guidance. 2 CFR§200.331(a)(5).
5.SingleAuditRequirements.IfSubrecipientexpends$750,000ormoreinFederalAwardsduringSubrecipient’s
fiscal year, Subrecipient shall procure or arrange for a single or program-specific audit conducted for that year in
accordancewiththeprovisionsofSubpartF-AuditRequirementsoftheUniformGuidance,issued pursuanttothe
Single Audit Act Amendments of 1996, (31 U.S.C. 7501-7507). 2 CFR§200.501.
5.1Election. Subrecipientshall have a single audit conducted in accordance with UniformGuidance
§200.514 (Scope of audit), except when it elects to have a program-specific audit conducted in accordance
with §200.507 (Program-specific audits). Subrecipientmay elect to have a program-specific audit if
Subrecipient expends Federal Awards under only one Federal program (excluding research and
development) and the Federal program's statutes, regulations, or the terms and conditions of the Federal
award do not require a financial statement audit of Recipient. A program-specific audit may not be elected
forresearchanddevelopmentunlessalloftheFederalAwardsexpendedwerereceivedfromRecipientand
Recipient approves in advance a program-specificaudit.
5.2Exemption. If Subrecipient expends less than $750,000 in Federal Awards during its fiscal year,
Subrecipient shall be exempt from Federal audit requirements for that year, except as noted in 2 CFR
§200.503 (Relation to other audit requirements), butrecords shall be available for review or audit by
appropriate officials of the Federal agency, the State, and the Government Accountability Office.
5.3Subrecipient Compliance Responsibility. Subrecipient shall procure or otherwise arrange for the audit
requiredbyPartFoftheUniformGuidanceandensureitisproperlyperformedandsubmittedwhenduein
accordance with the Uniform Guidance. Subrecipient shall prepare appropriate financial statements,
including the schedule of expenditures of Federal awards in accordance with Uniform Guidance §200.510
(Financial statements) and provide the auditor with access to personnel, accounts, books, records, supporting
documentation,andotherinformationasneededfor theauditortoperformtheauditrequiredby Uniform
Guidance Part F-AuditRequirements.
6.Contract Provisions for Subrecipient Contracts. Subrecipient shall comply with and shall include all of the
followingapplicableprovisionsinallsubcontractsenteredintobyitpursuanttothisGrantAgreement.
Exhibit M -Page 2of 5
6.1EqualEmploymentOpportunity.Exceptasotherwiseprovidedunder41CFRPart60,allcontractsthat
meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 shall include the
equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246,
“Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965Comp., p. 339), as
amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment
Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance
Programs, Equal Employment Opportunity, DepartmentofLabor.”
“During the performance of this contract, the contractor agrees as follows:
(1)The contractor will not discriminate against any employee or applicant for employment because
of race, color, religion, sex, or national origin. The contractor will take affirmative action to ensure that
applicants are employed, and that employees are treated during employment, without regard to their race,
color, religion, sex, or national origin. Such action shall include, but not be limited to the following:
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.Thecontractoragreestopostinconspicuousplaces,availabletoemployeesandapplicants
for employment, notices to be provided by the contracting officer setting forth the provisions of this
nondiscriminationclause.
(2)The contractor will, in all solicitations or advertisements for employees placed by or on behalf of
the contractor, state that all qualified applicants will receive consideration for employment without regard
to race, color, religion, sex, or nationalorigin.
(3)The contractor will send to each labor union or representative of workers with which he has a
collective bargaining agreement or other contract or understanding, a notice to be provided by the agency
contracting officer, advising the labor union or workers' representative of the contractor's commitments
under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice in
conspicuous places available to employees and applicants foremployment.
(4)The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965,
and of the rules, regulations, and relevant orders of the Secretary ofLabor.
(5)The contractor will furnish all information and reports required by Executive Order 11246 of
September24,1965,andbytherules,regulations,andordersoftheSecretaryofLabor,orpursuantthereto,
and will permit access to his books, records, and accounts by the contracting agency and the Secretary of
Labor for purposes of investigation to ascertain compliance with such rules, regulations, andorders.
(6)Intheeventofthecontractor'snon-compliancewiththenondiscriminationclausesofthiscontract
or with any of such rules, regulations, or orders, this contract may be canceled, terminated or suspended in
whole or in part and the contractor may be declared ineligible for further Government contracts in
accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other
sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24,
1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided bylaw.
(7)The contractor will include the provisions of paragraphs (1) through (7) in every subcontract or
purchase order unless exempted by rules, regulations, or orders of the Secretaryof Labor issued pursuant to
section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon
each subcontractor or vendor. The contractor will take such action with respect to any subcontract or
purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions
including sanctions for noncompliance: Provided, however, that in the event the contractor becomes
involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the
contractor may request the United States to enter into such litigation to protect the interests of the United
States.”
4.2Davis-Bacon Act. Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When requiredby Federal
program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities
must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and3146-
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3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions
Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the
statute, contractors must be required to pay wages to laborers and mechanicsat a rate not less than the
prevailingwagesspecifiedinawagedeterminationmadebytheSecretaryofLabor.Inaddition,contractors
must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the
currentprevailingwagedeterminationissuedbytheDepartmentofLaborin eachsolicitation.Thedecision to
award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The
non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The
contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40U.S.C.
3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors
on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from theUnitedStates”).
TheActprovidesthateachcontractororSubrecipientmustbeprohibitedfrominducing, by any means, any
person employed in the construction, completion, or repair of public work, to give upany part of the
compensation to which he or she is otherwiseentitled.
The non-Federal entity must report all suspected or reported violations to the Federal awarding agency.
4.3RightstoInventionsMadeUnderaContractorAgreement.IftheFederalAwardmeetsthedefinition of
“funding agreement” under 37 CFR §401.2 (a) and Subrecipient wishes to enter into a contract with a small
business firm or nonprofit organization regarding the substitution of parties, assignment or performance of
experimental, developmental, or research work under that “funding agreement,” Subrecipient must comply
with the requirements of 37CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small
Business Firms Under Government Grants, Contracts and CooperativeAgreements,”andanyimplementing
regulationsissuedbytheawardingagency.
4.4CleanAirAct(42U.S.C.7401-7671q.)andtheFederalWaterPollutionControlAct(33U.S.C.1251-
1387), as amended. Contracts and subgrants of amounts in excess of $150,000 must contain a provision that
requires thenon-Federalawardtoagreetocomplywithallapplicablestandards,ordersorregulations issued
pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended
(33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office
of the Environmental Protection Agency(EPA).
4.5Debarment and Suspension (Executive Orders 12549 and 12689). A contract award (see 2 CFR 180.220)
must not be made to parties listed on the government wide exclusions in the System for Award Management
(SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders12549(3
CFRpart1986Comp.,p.189)and12689(3CFRpart1989Comp.,p.235),“Debarment and Suspension.”
SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as
well as parties declared ineligible under statutory or regulatory authority other than Executive Order12549.
4.6Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). Contractors that apply or bid for an award exceeding
$100,000mustfiletherequiredcertification.Eachtiercertifiestothetierabovethatitwillnot and has not
used Federal appropriated funds to pay any person or organization for influencing or attemptingtoinfluence
anofficeroremployeeofanyagency,amemberofCongress,officeroremployee ofCongress,oranemployee
ofamemberofCongressinconnectionwithobtaininganyFederalcontract, grantoranyotherawardcovered
by31U.S.C.1352.Eachtiermustalsodiscloseanylobbyingwithnon-Federal funds that takes place in
connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-
Federalaward.
7.Certifications. Unless prohibited by Federal statutes or regulations, Recipient may require Subrecipient to submit
certifications and representations required by Federal statutes or regulations on an annual basis. 2CFR§200.208.
SubmissionmayberequiredmorefrequentlyifSubrecipientfailstomeetarequirementoftheFederal
award. Subrecipient shall certify in writing to the State at the end of the Award that the project or activity
was completed or the level of effort was expended. 2 CFR §200.201(3). If the required level of activity
or effort was not carried out, the amount of the Award must beadjusted.
1. 8.Event of Default. Failure to comply with these Uniform Guidance Supplemental Provisions shall constitute an event
of default under the Grant Agreement (2 CFR §200.339) and the State may terminate the Grant upon 30
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days prior written notice if the default remains uncured five calendar days following the termination of the 30
day notice period. This remedy will be in addition to any other remedy available to the State of Colorado under
the Grant, at law or in equity.
9.Effective Date. The effective date of the Uniform Guidance is December 26, 2013. 2 CFR §200.110. The
procurement standards set forth in Uniform Guidance §§200.317-200.326 are applicable to new Awards made by
Recipient as of December 26, 2015. The standards set forth in Uniform Guidance Subpart F-Audit Requirements
are applicable to audits of fiscal years beginning on or after December 26,2014.
10.PerformanceMeasurement
The Uniform Guidance requires completion of OMB-approved standard information collection forms (the PPR).
The form focuses on outcomes, as related to the Federal Award Performance Goals that awarding Federal agencies
are required to detail in the Awards.
Section 200.301 provides guidance to Federal agencies to measure performance in a way that will help the Federal
awarding agency and other non-Federal entities to improve program outcomes.
The Federal awarding agency is required to provide recipients with clear performance goals, indicators, and
milestones (200.210). Also, must require the recipient to relate financial data to performance accomplishments of
the Federal award.
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