HomeMy WebLinkAbout10368
ORDINANCE NO. 10368
AN ORDINANCE ESTABLISHING PROJECT PL2202, LAKE
AVENUE AND ORMAN AVENUE ROUNDABOUT PROJECT,
AND APPROVING AN INTERGOVERNMENTAL AGREEMENT
(IGA) BETWEEN THE CITY OF PUEBLO, A COLORADO
MUNICIPAL CORPORATION, AND THE STATE OF
COLORADO, ACTING BY AND THROUGH THE COLORADO
DEPARTMENT OF TRANSPORTATION (CDOT), PROJECT:
SHO M086-097 (25101) IN THE AMOUNT OF $1,350,000,
TRANSFERRING $150,000 FROM CI2204 TO PL2202,
BUDGETING AND APPROPRIATING FUNDS IN THE AMOUNT
OF $1,500,000 AND AUTHORIZING THE MAYOR TO EXECUTE
SAME
BE IT ORDAINED BY THE CITY COUNCIL OF PUEBLO, that:
SECTION 1.
The Lake Avenue and Orman Avenue Roundabout Project PL2202, is hereby
established.
SECTION 2.
The Intergovernmental Agreement (“IGA”) between the City of Pueblo, a Colorado
Municipal Corporation, and the State of Colorado, acting with and through the Colorado
Department of Transportation (CDOT), Project: SHO M086-097 (25101), Lake Avenue and
Orman Avenue Roundabout Project, a copy of which is attached, having been approved as to
form by the City Attorney, is hereby approved.
SECTION 3.
Funds in the amount of $150,000.00 are hereby transferred from Project CI2204 to
Project PL2202, Lake Avenue and Orman Avenue Roundabout Project and budgeted and
appropriated for the Lake Avenue and Orman Avenue Roundabout Project PL2202.
SECTION 4.
Subject to encumbrances by the Colorado State Department of Transportation (CDOT),
and funds from the Highway Safety Improvement Program SHO M086-097 (25101) in the
amount of $1,350,000.00 are hereby budgeted and appropriated for the Lake Avenue and
Orman Avenue Roundabout Project PL2202.
SECTION 5.
The Mayor is authorized to execute and deliver the IGA in the name of the City of Pueblo
and the City Clerk is directed to affix the seal of the City thereto and attest same.
SECTION 6.
The officers of the City are authorized to perform any and all acts consistent with this
Ordinance and IGA to implement the policies and procedures described herein.
SECTION 7.
This Ordinance shall become effective on the date of final action by the Mayor and City
Council.
Action by City Council:
Introduced and initial adoption of Ordinance by City Council on December 27, 2022.
Final adoption of Ordinance by City Council on January 9, 2023 .
President of City Council
Action by the Mayor:
☒ Approved on January 11, 2023 .
□ Disapproved on based on the following objections:
Mayor
Action by City Council After Disapproval by the Mayor:
□ Council did not act to override the Mayor's veto.
□ Ordinance re-adopted on a vote of , on
□ Council action on _______ failed to override the Mayor’s veto.
President of City Council
ATTEST
City Clerk
City Clerk's Office Item # R3
Background Paper for Proposed
Ordinance
COUNCIL MEETING DATE: January 9, 2023
TO: President Heather Graham and Members of City Council
CC: Mayor Nicholas A. Gradisar
VIA: Marisa Stoller, City Clerk
FROM: Andrew Hayes, Public Works Director
SUBJECT: AN ORDINANCE ESTABLISHING PROJECT PL2202, LAKE AVENUE
AND ORMAN AVENUE ROUNDABOUT PROJECT, AND APPROVING
AN INTERGOVERNMENTAL AGREEMENT (IGA) BETWEEN THE CITY
OF PUEBLO, A COLORADO MUNICIPAL CORPORATION, AND THE
STATE OF COLORADO, ACTING BY AND THROUGH THE
COLORADO DEPARTMENT OF TRANSPORTATION (CDOT),
PROJECT: SHO M086-097 (25101) IN THE AMOUNT OF $1,350,000,
TRANSFERRING $150,000 FROM CI2204 TO PL2202, BUDGETING
AND APPROPRIATING FUNDS IN THE AMOUNT OF $1,500,000 AND
AUTHORIZING THE MAYOR TO EXECUTE SAME
SUMMARY:
This Ordinance creates Project PL2202 for Lake Avenue and Orman Avenue
Roundabout Project, and approves an Intergovernmental Agreement (“IGA”) between
Pueblo, a Colorado Municipal Corporation (“City”) and the State of Colorado, Colorado
Department of Transportation (“CDOT”) relating to the Highway Safety Improvement
Program Grant in the amount of $1,350,000.00, transfers funds in the amount of
$150,000.00 for the required 10% match, and budgets and appropriates funds totaling
$1,500,000.00 for the Project.
PREVIOUS COUNCIL ACTION:
None.
BACKGROUND:
This Ordinance establishes the Lake Avenue and Orman Avenue Roundabout Project
PL2202 and approves the grant agreement between the City and CDOT.
The City submitted a Highway Safety Improvement Program grant for improvements at
the intersection of Lake Avenue and Orman Avenue in 2022. Despite the fact this is a
signalized intersection, 77% of the crashes were broadsides (front to side). Because of
the high percentage of broadsides at this intersection, it is a good candidate for a
roundabout. The Federal Highway Administration has identified the roundabout
construction as one of the most significant accident countermeasure concepts and
current speed studies of existing Pueblo roundabouts have shown average speeds in
the low 20 miles per hour (MPH) range.
The intersection of Lake Avenue and Orman Avenue is in close proximity to Pueblo
Central High School. This improvement will enhance the safety of drivers, bicyclists,
and pedestrians of all ages and abilities.
Each approach to this intersection has 100 feet of Right-of-Way (ROW), which should
be sufficient room to construct an urban single-lane roundabout without encroaching on
existing sidewalks, structures, or private property.
FINANCIAL IMPLICATIONS:
The matching funds in the amount of $150,000.00 are being transferred from Project
CI2204 to PL2202. Funds in the amount of $1,500,000.00 shall be budgeted and
appropriated for Project PL2202.
BOARD/COMMISSION RECOMMENDATION:
None.
STAKEHOLDER PROCESS:
None.
ALTERNATIVES:
Currently, there are no alternatives for completing the improvements without the
funding from the Highway Safety Improvements Program funds.
RECOMMENDATION:
Approve the Ordinance.
ATTACHMENTS:
1. Lake and Orman Roundabout IGA
2. Department Certification
DocuSign Envelope ID:92108D01-700C-4394-8C95-918A8E4D1AF7
OLA#: 331002865
Routing#:23-HA2-XC-00138
STATE OF COLORADO INTERGOVERNMENTAL AGREEMENT
Signature and Cover Page
State Agency Agreement Routing Number
Department of Transportation 23-HA2-XC-00138
Local Agency Agreement Effective Date
CITY OF PUEBLO The later of the effective date or
October 10,2022
Agreement Description Agreement Expiration Date
LAKE AVENUE AND ORMAN AVENUE October 09,2032
ROUNDABOUT
Project# Region# Contract Writer Agreement Maximum Amount
SHO M086- 2 VJM $1,500,000.00
097(25101)
THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT
Each person signing this Agreement represents and warrants that he or she is duly authorized to execute this
Agreement and to bind the Party authorizing his or her signature.
LOCAL AGENCY STATE OF COLORADO
—
Docusignedby: CITY OF PUEBLO Jared S. Polis, Governor
Iucl�e(aS anti'ASO Department of Transportation
Shoshana M. Lew, Executive Director
'-99E488FB4726452...
Signature 1—DocuSigned by:
Ste, fkau tLsout.
Nicholas Gradisar •—AB4C0B01842B42E..
By: Nicholas A.Gradisar,Mayor Stephen Harelson, P.E.,Chief Engineer
Date: 1/26/2023 Date: 1/26/2023
2nd State or Local Agency Signature if Needed LEGAL REVIEW
Docusbnedby: Philip J. Weiser,Attorney General
11kAniato, akstten,
Attested By: 7c02EBDFFC3D13C.. N/A
Signature
Assistant Attorney General
Marisa Stoller
By: Marisa Stoller,City Clerk By:(Print Name and Title)
Date: 1/26/2023
Date:
In accordance with §24-30-202 C.R.S.,this Agreement is not valid until signed and dated below by the State
Controller or an authorized delegate.
STATE CONTROLLER
Robert Jaros,CPA,MBA,JD
f—Dopy8pned by:
ow C.op.h4.K,44
By: \--BDA801C5CFAC478
Department of Transportation
Effective Date: 1/26/2023
Document Builder Generated Page 1 of 29
Rev.05/24/2022
OLA#: 331002865
Routing#:23-HA2-XC-00138
TABLE OF CONTENTS
1. PARTIES 2
2. TERM AND EFFECTIVE DATE 2
3. AUTHORITY 3
4. PURPOSE 4
5. DEFINITIONS 4
6. SCOPE OF WORK 7
7. PAYMENTS 11
8. REPORTING-NOTIFICATION 15
9. LOCAL AGENCY RECORDS 16
10. CONFIDENTIAL INFORMATION-STATE RECORDS 17
11. CONFLICTS OF INTEREST 18
12. INSURANCE 18
13. BREACH 20
14. REMEDIES 20
15. DISPUTE RESOLUTION 22
16. NOTICES AND REPRESENTATIVES 22
17. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION 23
18. GOVERNMENTAL IMMUNITY 24
19. STATEWIDE CONTRACT MANAGEMENT SYSTEM 24
20. GENERAL PROVISIONS 24
21. COLORADO SPECIAL PROVISIONS(COLORADO FISCAL RULE 3-3) 27
22. FEDERAL REQUIREMENTS 29
23. DISADVANTAGED BUSINESS ENTERPRISE(DBE) 29
EXHIBIT A,SCOPE OF WORK
EXHIBIT B, SAMPLE OPTION LETTER
EXHIBIT C, FUNDING PROVISIONS(Budget)
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
EXHIBIT N, FEDERAL TREASURY PROVISIONS
EXHIBIT 0, AGREEMENT WITH SUBRECIPIENT OF FEDERAL RECOVERY FUNDS
EXHIBIT P, SLFRF SUBRECIPIENT QUARTERLY REPORT
EXHIBIT Q,SLFRF REPORTING MODIFICATION FORM
EXHIBIT R, APPLICABLE FEDERAL AWARDS
EXHIBIT S, PII CERTIFICATION
EXHIBIT T,CHECKLIST OF REQUIRED EXHIBITS DEPENDENT ON FUNDING SOURCE
1. PARTIES
This Agreement is entered into by and between Local Agency named on the Signature and Cover Page for this
Agreement("Local Agency"), and the STATE OF COLORADO acting by and through the State agency named
on the Signature and Cover Page for this Agreement(the"State"or"CDOT"). Local Agency and the State agree
to the terms and conditions in this Agreement.
2. TERM AND EFFECTIVE DATE
A. Effective Date
Document Builder Generated Page 2 of 29
Rev.05/24/2022
OLA#: 331002865
Routing# 23-HA2-XC-00138
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 for each respective phase("Phase Performance Period(s)").
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; except as described in §7.D; 2) before the encumbering document for the
respective phase and the official 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., or the expiration of"Special Funding" if applicable, whichever is
sooner.The State's obligation to pay Agreement Funds exclusive of Special Funding will continue until the
Agreement 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 and Extension
The Parties' respective performances under this Agreement shall commence on the Agreement Effective
Date shown on the Signature and Cover Page for this Agreement and shall terminate on 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.Upon request of Local Agency,the State may,in its sole discretion,extend
the term of this Agreement by Option Letter pursuant §7.E.iv. If the Work will be performed in multiple
phases,the period of performance start and end date of each phase is detailed under the Project Schedule in
Exhibit C.
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,and this ARPA Award is not appropriated,or otherwise become unavailable to fund this ARPA Award
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 by providing written notice to Local Agency of the termination and
be 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
uncompleted portion of Local Agency's obligations,provided that the sum of any and all reimbursement
shall not exceed the maximum amount payable to Local Agency hereunder. This subsection shall not
apply to a termination of this ARPA Award by the State for breach by Local Agency.
D. Local Agency Termination Under Federal Requirements
Local Agency may request termination of the ARPA Award by sending notice to the State, which includes
the effective date of the termination. If this ARPA Award is terminated in this manner, then Local Agency
shall return any advanced payments made for work that will not be performed prior to the effective date of
the termination.
3. AUTHORITY
Document Builder Generated Page 3 of 29
Rev,05/24/2022
OLA#. 331002865
Routing#.23-HA2-XC-00138
Authority to enter into this Agreement exists in the law as follows:
A. Federal Authority
Pursuant to Title I, Subtitle A,of the"Fixing America's Surface Transportation Act" (FAST Act) of 2015,
and to applicable provisions of Title 23 of the United States Code and implementing regulations at Title 23
of the Code of Federal Regulations, as may be amended, (collectively referred to hereinafter as the
"Federal Provisions"), certain federal funds have been and are expected to continue to be allocated for
transportation projects requested by Local Agency and eligible under the Surface Transportation
Improvement Program that has been proposed by the State and approved by the Federal Highway
Administration("FHWA").
Pursuant to Title VI of the Social Security Act, Section 602 of the "Coronavirus State and Local Fiscal
Recovery Funds",a part of the American Rescue Plan,provides state, local and Tribal governments with the
resources needed to respond to the pandemic and its economic effects and to build a stronger,more equitable
economy during the recovery.
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-
101(4)(c)and 43-2-104.5.
4. PURPOSE
The purpose of this Agreement is to disburse Federal funds to the Local Agency pursuant to CDOT's Stewardship
Agreement with the FHWA and/or USDT as shown in Exhibit C.
5. DEFINITIONS
The following terms shall be construed and interpreted as follows:
A. "Agreement" means this agreement, including all attached Exhibits, all documents incorporated by
reference,all referenced statutes, rules and cited authorities, and any future modifications thereto.
B. "Agreement Funds" means the funds that have been appropriated, designated, encumbered, or otherwise
made available for payment by the State under this Agreement.
C. "ARPA"means American Rescue Plan Act,funded by the US Department of the Treasury("USDT').See
"SLFRF"below.
D. "Award"means an award by a Recipient to a Subrecipient funded in whole or in part by a Federal 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.
E. "Budget"means the budget for the Work described in Exhibit C.
F. "Business Day" means any day in which the State is open and 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..
G. "Chief Procurement Officer"means the individual to whom the Executive Director has delegated his or
her authority pursuant to §24-102-202 to procure or supervise the procurement of all supplies and services
needed by the State.
H. "CJI"means criminal justice information collected by criminal justice agencies needed for the performance
of their authorized functions, including, without limitation, all information defined as criminal justice
information by the U.S. Department of Justice, Federal Bureau of Investigation, Criminal Justice
Information Services Security Policy, as amended and all Criminal Justice Records as defined under §24-
72-302,C.R.S.
I. "Consultant"means a professional engineer or designer hired by Local Agency to design the Work Product.
J. "Contractor"means the general construction contractor hired by Local Agency to construct the Work.
Document Builder Generated Page 4 of 29
Rev.05/24/2022
OLA#: 331002865
Routing#:23-11A2-XC-00138
K. "CORA"means the Colorado Open Records Act, §§24-72-200.1 et. seq.,C.R.S.
L. "Effective Date" means the date on which this Agreement is approved and signed by the Colorado State
Controller or designee,as shown on the Signature and Cover Page for this Agreement.
M. "Evaluation" means the process of examining Local Agency's Work and rating it based on criteria
established in§6, Exhibit A and Exhibit E.
N. "Exhibits"means the following exhibits attached to this Agreement:
i. Exhibit A,Scope 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 1, 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
Awards(the"Uniform Guidance")
xiv. Exhibit N,Federal Treasury Provisions
xv. Exhibit 0, Agreement with Subrecipient of Federal Recovery Funds
xvi. Exhibit P, SLFRF Subrecipient Quarterly Report
xvii. Exhibit Q, SLFRF Reporting Modification Form
xviii.Exhibit R,Applicable Federal Awards
xix. Exhibit S, PII Certification
xx. Exhibit T,Checklist of Required Exhibits Dependent on Funding Source
O. "Expiration Date"means the date on which this Agreement expires, as shown on the Signature and Cover
Page for this Agreement.
P. "Extension Term"means the period of time by which the ARPA Expiration Date is extended by the State
through delivery of an updated ARPA Letter.
Q. "Federal Award" means an award of Federal financial assistance or a cost-reimbursement contract under
the Federal Acquisition Requirements by a Federal Awarding Agency to a Recipient."Federal Award"also
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.
R. "Federal Awarding Agency"means a Federal agency providing a Federal Award to a Recipient. The US
Department of the Treasury is the Federal Awarding Agency for the Federal Award, which may be the
subject of this Agreement.
S. "FHWA"means 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 of the Nation's highways and tunnels.
FHWA is the Federal Awarding Agency for the Federal Award which is the subject of this Agreement.
T. "Goods"means any movable material acquired,produced,or delivered by Local Agency as set forth in this
Agreement and shall include any movable material acquired, produced, or delivered by Local Agency in
connection with the Services.
Document Builder Generated Page 5 of 29
Rev.05/24/2022
OLA#: 331002865
Routing#.23-HA2-XC-00138
U. "Incident"means any accidental or deliberate event that results in or constitutes an imminent threat of the
unauthorized access or disclosure of State Confidential Information or of the unauthorized modification,
disruption,or destruction of any State Records.
V. "Initial Term"means the time period defined in§2.B.
W. "Local Funds"means the funds provided by the Local Agency as their obligated contribution to the federal
and/or State Awards to receive the federal and/or State funding.
X. "Notice to Proceed" means 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.
Y. "OMB"means the Executive Office of the President,Office of Management and Budget.
Z. "Oversight"means the term as it is defined in the Stewardship Agreement between CDOT and the FHWA.
AA. "Party"means the State or Local Agency,and"Parties"means both the State and Local Agency.
BB. "PCI"means payment card information including any data related to credit card holders' names,credit card
numbers,or the other credit card information as may be protected by state or federal law.
CC. "PHI"means any protected health information, including,without limitation any information whether oral
or recorded in any form or medium:(i)that relates to the past,present or future physical or mental condition
of an individual;the provision of health care to an individual;or the past,present or future payment for the
provision of health care to an individual;and(ii)that identifies the individual or with respect to which there
is a reasonable basis to believe the information can be used to identify the individual. PHI includes, but is
not limited to,any information defined as Individually Identifiable Health Information by the federal Health
Insurance Portability and Accountability Act.
DD. "PII"means personally identifiable information including,without limitation, any information maintained
by the State about an individual that can be used to distinguish or trace an individual's identity, such as
name,social security number,date and place of birth,mother's maiden name,or biometric records;and any
other 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. "PII" shall also mean"personal identifying information"as
set forth at§ 24-74-102,et. seq.,C.R.S.
EE. "Recipient"means the Colorado Department of Transportation(CDOT)for this Federal Award.
FF. "Services" means the services to be performed by Local Agency as set forth in this Agreement and shall
include any services to be rendered by Local Agency in connection with the Goods.
GG. "SLFRF"means State and Local Fiscal Recovery Funds, provided by ARPA, funded by the US Treasury
Department.
HH. "Special Funding"means an award by Federal agency or the State which may include but is not limited to
one or a combination of Multimodal Transportation & Mitigation Options Funding, Revitalizing Main
Streets,Safer Main Streets,Stimulus Funds,Coronavirus Response and Relief Supplemental Funds,ARPA,
SLFRF,or COVID Relief.
II. "State Confidential Information"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.
JJ. "State Fiscal Rules"means the fiscal rules promulgated by the Colorado State Controller pursuant to§24-
30-202(13)(a).
KK. "State Fiscal Year" 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.
LL. "State Purchasing Director" means the position described in the Colorado Procurement Code and its
implementing regulations.
Document Builder Generated Page 6 of 29
Rev 05/24/2022
OLA 4: 331002865
Routing If 23-11A2-XC-00138
MM."State Records" means any and all State data, information, and records, regardless of physical form,
including,but not limited to, information subject to disclosure under CORA.
NN. "Sub-Award" means this Award by the State to Local Agency funded in whole or in part by a Federal
Award.The terms and conditions of the Federal Award flow down to this Sub-Award unless the terms and
conditions of the Federal Award specifically indicate otherwise.
00. "Subcontractor"means third parties,if any,engaged by Local Agency to aid in performance of the Work.
PP. "Subrecipient"means a non-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.
QQ. "Tax Information" means Federal and State of Colorado tax information including, without limitation,
Federal and State tax returns,return information,and such other tax-related information as may be protected
by Federal and State law and regulation. Tax Information includes but is not limited to all information
defined as Federal tax Information in Internal Revenue Service Publication 1075.
RR. "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,A-122,A-89,A-102,and A-133,and the guidance in Circular A-50 on Single
Audit Act follow-up.
SS. "USDT" The United States Department of the Treasury (USDT) is the national treasury and finance
department of the federal government of the United States where it serves as an executive department.The
USDT funds ARPA.
TT. "Work" means the delivery of the Goods and performance of the Services in compliance with CDOT's
Local Agency Manual described in this Agreement.
UU. "Work Product" means the tangible and intangible results of the Work, whether finished or unfinished,
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 results of the Work. "Work Product" does not include any material that was developed prior to
the Effective 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. SCOPE 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 Agreement Expiration Date and/or to extend the period of performance for a
phase of Work authorized under this Agreement. To exercise these options to extend the Agreement Expiration
Date and/or to update the phase performance period extension option, the State will provide written notice to
Local Agency in a form substantially equivalent to Exhibit B.The State's unilateral extension of the Agreement
Expiration Date and/or the phase performance periods 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(collectively referred to as the"Plans"), Local Agency shall ensure that it and its Contractors
comply with and are responsible for satisfying the following requirements:
Document Builder Generated Page 7 of 29
Rev.05/24/2022
OLA#: 331002865
Routing#:23-11A2-XC-00138
a. Perform or provide the Plans to the extent required by the nature of the Work.
b. Prepare final design in accordance with the requirements of the latest edition of the American
Association of State Highway Transportation Officials(AASHTO)manual or other standard,such
as the Uniform Building Code,as approved by the State.
c. Prepare provisions and estimates in accordance with the most current version of the State's Roadway
and Bridge Design Manuals and Standard Specifications for Road and Bridge Construction or Local
Agency specifications if approved by the State.
d. Include details of any required detours in the Plans in order to prevent any interference of the
construction Work and to protect the traveling public.
e. Stamp the Plans 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
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
document"ADA Accessibility Requirements in CDOT Transportation Projects".
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,
subject to the State's approval. If not approved by the State,Local Agency shall not enter into
such Consultant contract.
2) Local Agency shall ensure that all changes in the Consultant contract have prior approval by
the State and FHWA and that they are in writing. Immediately after the Consultant contract has
been awarded, one copy of the executed Consultant contract and any amendments shall be
submitted to the State.
3) Local Agency shall require that all billings under the Consultant contract comply with the
State's standardized billing format. Examples of the billing formats are available from the
CDOT Agreements Office.
4) Local Agency (and any Consultant)shall comply with 23 C.F.R. 172.5(6)and(d)and use the
CDOT procedures described in Exhibit H to administer the Consultant contract.
5) Local Agency may expedite any CDOT approval of its procurement process and/or Consultant
contract by submitting a letter to CDOT from Local Agency's attorney/authorized
representative certifying compliance with Exhibit H and 23 C.F.R. 172.5(b)and(d).
6) Local Agency shall ensure that the Consultant contract complies with the requirements of 49
CFR 18.36(i)and contains the following language verbatim:
(a) The design work under this Agreement shall be compatible with the requirements of the
contract between Local Agency and the State (which is incorporated herein by this
Document Builder Generated Page 8 of 29
Rev 05/24/2022
OLA#: 331002865
Routing t1:23-HA2-XC-00138
reference) for the design/construction of the project. The State is an intended third-party
beneficiary of this agreement for that purpose.
(b) Upon advertisement of the project work for construction, the consultant shall make
available services as requested by the State to assist the State in the evaluation of
construction and the resolution of construction problems that may arise during the
construction of the project.
(c) The consultant shall review the construction Contractor's shop drawings for conformance
with the contract documents and compliance with the provisions of the State's publication,
Standard Specifications for Road and 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
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/bul letins_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) All Local Agency's advertising and bid awards 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 three(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.
Document Builder Generated Page 9 of 29
Rev.05/24/2022
OLA#: 331002865
Routing# 23-HA2-XC-00138
(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 fora 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),
CDOT's Right of Way Manual,and CDOT's Policy and Procedural Directives.
c. The Parties' respective responsibilities for ensuring compliance with acquisition, relocation and
incidentals depend on the level of federal participation as detailed in CDOT's Right of Way Manual
(located at http://www.codot.gov/business/manuals/right-of-way); however, the State always
retains oversight responsibilities.
d. The Parties' respective responsibilities at each level of federal participation in CDOT's Right of
Way Manual,and the State's reimbursement of Local Agency costs will be determined pursuant the
following categories:
1) Right of way acquisition(31 11)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
If the Work involves modification of a railroad company's facilities and such modification will be
accomplished by the railroad company, Local Agency shall make timely application to the Public
Utilities Commission ("PUC") requesting its order providing for the installation of the proposed
improvements. Local Agency shall not proceed with that part of the Work before obtaining the PUC's
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. Obtain the railroad's detailed estimate of the 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.
Document Builder Generated Page 10 of 29
Rev.05/24/2022
OLA#: 331002865
Routing#.23-11A2-XC-00138
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. State's Commitments
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
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. The State shall pay each invoice within 45 days following the State's receipt of that invoice,so long
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 with Federal or State special funding there may be an expiration date
for the funds.The expiration date applies to grants and local funds used to match grants. To receive
payment or credit for the match,Work must be completed or substantially completed,as outlined in
the terms of the grant,prior to the expiration date of the special funding and invoiced in compliance
with the rules outlined in the award of the funding.The acceptance of an invoice shall not constitute
acceptance of any Work performed or deliverables provided under the Agreement.
ii. Interest
Amounts not paid by the State within 45 days after the State's acceptance of the invoice shall 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
Document Builder Generated Page 11 of 29
Rev.05/24/2022
OLA# 331002865
Routing# 23-HA2-XC-00138
If Local Agency disputes any calculation,determination,or amount of any payment, Local Agency shall
notify the State in writing of its dispute within 30 days following the earlier to occur of Local Agency's
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
the State's review shall 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 Funds,the State's obligation to pay Local Agency shall be
contingent upon such non-State funding continuing to be made available for payment. Payments to
be made pursuant to this Agreement shall be made only from Agreement Funds, and the State's
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
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
The State may recover,at the State's discretion,payments made to Local Agency in error for any reason,
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.).
vi. Federal Recovery
The close-out of a Federal Award does not affect the right of the Federal Awarding Agency 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.
C. Local Agency Funds
Local Agency shall provide their obligated contribution funds as outlined in §7.A. and Exhibit C. Local
Agency shall have raised the full amount of their funds prior to the Effective Date and shall report to the
State regarding the status of such funds upon request. Local Agency's obligation to pay all or any part of any
matching funds, whether direct or contingent, only extend to funds duly and lawfully appropriated for the
purposes of this Agreement by the authorized representatives of Local Agency and paid into Local Agency's
treasury.Local Agency represents to the State that the amount designated"Local Agency Funds" in 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 if applicable. 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
Document Builder Generated Page 12 of 29
Rev.05/24/2022
OLA#: 331002865
Routing#.23-11A2-XC-00138
Local Agency. Local Agency shall not pay or be liable for any claimed interest, late charges, fees,taxes, or
penalties of any nature,except as required by Local Agency's laws or policies.
D. Reimbursement of Local Agency Costs
The State shall reimburse Local Agency's allowable costs, not exceeding the maximum total amount
described in Exhibit C and §7. However, any costs incurred by Local Agency 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. The State shall pay Local Agency for costs or expenses incurred or performance by
the Local Agency prior to the Effective Date, only if(1)the Grant Funds involve federal funding and (2)
federal laws,rules,and regulations applicable to the Work provide for such retroactive payments to the Local
Agency. Any such retroactive payments shall comply with State Fiscal Rules and be made in accordance
with the provisions of this Agreement.The applicable principles described in 2 C.F.R. Part 200 shall govern
the State's obligation to reimburse all costs incurred by Local Agency 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 discretion, issue an"Option Letter"to Local Agency to add or modify Work phases in
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. This is NOT a Notice to Proceed. 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.This applies to the entire Scope of Work.
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 change the funding sources so long
as the amount budgeted remains the same and the Local Agency contribution does not increase. The
State may also issue a unilateral Option Letter to increase and/or 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
Document Builder Generated Page 13 of 29
Rev.05/24/2022
OLA#: 331002865
Routing#:23-HA2-XC-00138
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-I (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 Extend Agreement/Phase Term and/or modify the OMB Uniform Guidance. The State, at its
discretion, shall have the option to extend the term of this Agreement and/or update a Work Phase
Performance Period and/or modify information required under the OMB Uniform Guidance,as outlined
in Exhibit C. Any updated version of Exhibit C shall be attached to any executed Option Letter as
Exhibit C-I (with subsequent exhibits labeled C-2,C-3, etc.). In order to exercise this option,the State
shall provide written notice to the Local Agency in a form substantially equivalent to Exhibit B.
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
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
Local Agency's invoices shall describe in detail the reimbursable costs incurred by Local Agency for
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
the date on which the costs were incurred,including costs included in Local Agency's final invoice.The
State may withhold final payment to Local Agency at the State's sole discretion until completion of final
audit.Any costs incurred by Local Agency that are not allowable under 2 C.F.R. Part 200 shall be Local
Agency's responsibility,and the State will deduct 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
Document Builder Generated Page 14 of 29
Rev.05/24/2022
OLA# 331002865
Routing#:23-11A2-XC-00138
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), — CDOT will evaluate Local Agency's risk of noncompliance with
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 Local Agency's non-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/Audit: Factors associated with the results of the Subrecipient's previous audits or
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.
• Operation: Factors associated with the significant aspects of the Subrecipient's operations,in which
failure could impact the Subrecipient's ability to perform and account for the contracted goods or
services.
• Financial: Factors associated with the Subrecipient's financial stability and ability to comply with
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.
• Impact: Factors associated with the potential impact of a Subrecipient's non-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.
Following Local Agency's completion of the Risk Assessment Tool(Exhibit L),CDOT will determine
the level of monitoring it will apply to Local Agency's performance of the Work. This risk assessment
may be re-evaluated after CDOT begins performing monitoring activities.
G. Close Out
Local Agency shall close out this Award within 90 days after the Final Phase Performance End Date. If
SLFRF Funds are used the Local Agency shall close out that portion of the Award within 45 days after the
ARPA Award Expiration Date.Close out requires Local Agency's submission to the State of all deliverables
defined in this Agreement, and Local Agency's final reimbursement request or invoice. The State will
withhold 5%of allowable costs until all final documentation has been submitted and accepted by the State
as substantially complete. If FHWA or US Treasury has not closed this Federal Award within one(1)year
and 90 days after the Final Phase Performance End Date due to Local Agency's failure to submit required
documentation, then Local Agency may be prohibited from 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 ten(10)Business Days following the end of each calendar quarter or at such time
as otherwise specified by the State. If SLFRF Funds are used the report must be in the format of Exhibit P.
Document Builder Generated Page 15 of 29
Rev 05/24/2022
OLA#: 331002865
Routing#:23-1-1A2-XC-00138
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
affect Local Agency's ability to perform its obligations under this 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
the State's principal representative identified in§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
Evaluation of Subrecipient's performance and the final status of Subrecipient's obligations hereunder.
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
(the"Record Retention Period") pursuant to the requirements of the funding source and for a minimum of
three (3) years following the date of submission to the State of the final expenditure report, whichever is
longer,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 (3) years following final disposition of such
property.
B. Inspection
Records during the Record Retention Period. Local Agency shall make Local Agency Records available
during normal business hours at Local Agency's office or place of business,or at other mutually agreed upon
times or locations, upon no fewer than two (2) Business Days' notice from the State, unless the State
determines that a shorter period of notice,or no notice,is necessary to protect the interests of the State.
C. Monitoring
The State will monitor Local Agency's performance of its obligations under this Agreement using procedures
as determined by the State. The State shall monitor Local Agency's performance in a manner that does not
unduly interfere with Local Agency's performance of the Work. Local Agency shall allow the State to
perform all monitoring required by the Uniform Guidance,based on the State's risk analysis of Local Agency.
The State shall have the right, in its sole discretion,to change its monitoring procedures and requirements at
any time during the term of this Agreement. The State shall monitor Local Agency's performance in a
manner that does not unduly interfere with Local Agency's performance of the Work. If Local Agency enters
into a subcontract with an entity that would also be considered a Subrecipient,then the subcontract entered
into by Local Agency shall contain provisions permitting both Local Agency and the State to perform all
monitoring of that Subcontractor in accordance with the Uniform Guidance.
D. Final Audit Report
Local Agency shall promptly submit to the State a copy of any final audit report of an audit performed on
Local Agency's records that relates to or affects this Agreement or the Work,whether the audit is conducted
Document Builder Generated Page 16 of 29
Rev 05/24/2022
OLA#: 331002865
Routing#:23-HA2-XC-00138
by Local Agency or a third party. Additionally,if Local Agency is required to perform a single audit under
2 CFR 200.501,et seq.,then Local Agency shall submit a copy of the results of that audit to the State within
the same timelines as the submission to the federal government.
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
State,use for Local Agency's own benefit, publish,copy, or otherwise disclose to any third party,or permit
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
demand for State Records to the State's principal representative. If Local Agency or any of its Subcontractors
will or may receive the following types of data, Local Agency or its Subcontractors shall provide for the
security of such data according to the following: (i)the most recently promulgated IRS Publication 1075 for
all Tax Information and in accordance with the Safeguarding Requirements for Federal Tax Information
attached to this Award as an Exhibit,if applicable,(ii)the most recently updated PCI Data Security Standard
from the PCI Security Standards Council for all PCI, (iii) the most recently issued version of the U.S.
Department of Justice, Federal Bureau of Investigation, Criminal Justice Information Services Security
Policy for all CJI, and (iv)the federal Health Insurance Portability and Accountability Act for all PHI and
the HIPAA Business Associate Agreement attached to this Award, if applicable. Local Agency shall
immediately forward any request or demand for State Records to the State's principal representative.
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 provide the State with access, subject to Local Agency's reasonable security requirements, for
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
Document Builder Generated Page 17 of'29
Rev.05/24/2022
OLA#. 331002865
Routing# 23-11A2-XC-00138
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.
E. Safeguarding Personally Identifying Information"PII"
If Local Agency or any of its Subcontracts will or may receive PII under this agreement,Local Agency shall
provide for the security for such PII, in a manner and form acceptable to the State, including, without
limitation, State non-disclosure requirements, use of appropriate technology, security practices, computer
access security, data access security, data storage encryption, data transmission encryption, security
inspections, and audits. Local Agency shall be a "Third Party Service Provider" as defined in §24-73-
103(1)(i), C.R.S. and shall maintain security procedures and practices consistent with §§24-73-101 et seq.,
C.R.S. In addition, as set forth in § 24-74-102, et. seq., C.R.S., Contractor, including, but not limited to,
Contractor's employees,agents and Subcontractors,agrees not to share any PII with any third parties for the
purpose of investigating for, participating in, cooperating with, or assisting with Federal immigration
enforcement. If Contractor is given direct access to any State databases containing PII, Contractor shall
execute, on behalf of itself and its employees, the certification attached hereto as Exhibit S on an annual
basis Contractor's duty and obligation to certify as set forth in Exhibit S shall continue as long as Contractor
has direct access to any State databases containing P11. If Contractor uses any Subcontractors to perform
services requiring direct access to State databases containing PII, the Contractor shall require such
Subcontractors to execute and deliver the certification to the State on an annual basis, so long as the
Subcontractor has access to State databases containing P11.
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
interest would arise when a Local Agency or Subcontractor's employee, officer or agent were to offer or
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
shall be harmful to the State's interests.Absent the State's prior written approval,Local Agency shall refrain
from any practices, activities or relationships that reasonably appear to be in conflict with the full
performance of Local Agency's obligations under this Agreement.
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
forth the relevant details for the State's consideration. Failure to promptly submit a disclosure statement or
to follow the State's direction in regard to the actual or apparent conflict constitutes a breach of this
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.,C.R.S.(the"GIA")and shall maintain at all times during the term of this Agreement such liability
insurance,by commercial policy or self-insurance,as is necessary to meet its liabilities under the GIA.
B. Subcontractor Requirements
Document Builder Generated Page 18 of 29
Rev.05/24/2022
OLA#: 331002865
Routing#:23-HA2-XC-00138
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-insurance, as is necessary to meet the Subcontractor's obligations under the GIA. Local Agency shall
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. Workers' Compensation
Workers' compensation insurance as required by state statute, and employers' liability insurance
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;
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 P1I, 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. Cyber/Network Security and Privacy Liability
Liability insurance covering all civil,regulatory and statutory damages,contractual damages,data breach
management exposure, and any loss of State Confidential Information, such as P11, PHI, PCI, Tax
Information,and CJI,and claims based on alleged violations of breach,violation or infringement of right
to privacy rights through improper use or disclosure of protect consumer data protection law,
confidentiality or other legal protection for personal information, as well as State Confidential
Information with minimum limits as follows:
a. $1,000,000 each occurrence;and
Document Builder Generated Page 19 of 29
Rev.05/24/2022
OLA#: 331002865
Routing#:23-HA2-XC-00138
b. $2,000,000 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
Agency's receipt of such notice.
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
provide to the State certificates evidencing Local Agency's insurance coverage required in this Agreement
within seven (7) Business Days following the Effective Date. Local Agency shall provide to the State
certificates evidencing Subcontractor insurance coverage required under this Agreement within seven (7)
Business Days following the Effective Date,except that,if Local Agency's subcontract is not in effect as of
the Effective Date, Local Agency shall provide to the State certificates showing Subcontractor insurance
coverage required under this Agreement within seven(7)Business Days following Local Agency's execution
of the subcontract.No later than 15 days before the expiration date of Local Agency's or any Subcontractor's
coverage, Local 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
seven(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. State's Remedies
Document Builder Generated Page 20 of 29
Rev.05/24/2022
OLA#: 331002865
Routing#.23-HA2-XC-00138
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
In the event of Local Agency's uncured breach, the State may terminate this entire 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 canceled by the termination notice and may incur obligations as necessary to do
so within this Agreement's terms.At the request of the State, Local Agency shall assign to the State
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 property in the possession of Local Agency but in which the State has an interest. At the
State's request, Local Agency shall return materials owned by the State in Local Agency's
possession at the time of any termination. Local Agency shall deliver all completed Work Product
and all Work Product that was in the process of completion to the State at the State's request.
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.
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 mitigating the State's damages
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
Suspend Local Agency's performance with respect to all or any portion of the Work pending
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
performing Work and incurring costs in accordance with the State's directive, and the State shall
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
Deny payment for Work not performed,or that due to Local Agency's actions or inactions,cannot
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.
Document Builder Generated Page 21 of 29
Rev.05/24/2022
OLA#: 331002865
Routing#:23-11A2-XC-00138
d. Removal
Demand immediate removal from the Work of any of Local Agency's employees, agents, or
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
the State to be contrary to the public interest or the State's best interest.
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 non infringing Work or modify the Work so that it
becomes non infringing; or, (c) remove any infringing Work and refund the amount paid for such
Work to the State.
B. Local Agency's Remedies
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
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, C.R.S., (the"Resolution Statutes"), except that if Contractor wishes to challenge any
decision rendered by the Procurement Official, Contractor's challenge shall be an appeal to the executive
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.
C. Questions of Fact
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 of this Agreement in accordance with the Chief Engineer's decision. The decision of
the Executive Director or his duly authorized representative for the determination of such appeals shall be
final and conclusive and serve as final agency action. This dispute clause does not preclude consideration of
questions of law in connection with decisions provided for herein.Nothing in this Agreement,however,shall
be construed as making final the decision of any administrative official,representative,or board on a question
of law.
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)by certified or registered mail to such Party's principal representative at the address set forth below
Document Builder Generated Page 22 of 29
Rev 05/24/2022
OLA#: 331002865
Routing k:23-HA2-XC-00138
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 required or by certified or registered mail to such Party's principal representative at the address set
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)
Don Scanga, Local Agency Coordinator
CDOT Region 2
5615 Wills Boulevard
Pueblo,CO 81008
719-621-8340
donald.scanga@state.co.us
For the Local Agency
CITY OF PUEBLO
Kelly Grisham, Project Coordinator
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 hereby grants to the State a perpetual, irrevocable, non-exclusive, royalty free license, with
the right to sublicense, to make, use, reproduce, distribute, perform, display, create derivatives of and
otherwise exploit all intellectual property created by Local Agency or any Subcontractors. 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
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
Document Builder Generated Page 23 of 29
Rev 05/24/2022
OLA#: 331002865
Routing# 23-1-[A2-XC-00138
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.
iii. Assignments and Assistance
Whether or not the Local Agency is under Agreement 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. 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.
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 (collectively, "State Materials"). Local
Agency shall not use, willingly allow, cause or permit Work Product or State Materials to be used for any
purpose other than the performance of Local Agency's obligations in this Agreement without the prior written
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.
C. Exclusive Property of Local Agency
Local Agency retains the exclusive rights,title, and ownership to any and all pre-existing materials owned
or licensed to Local Agency including, but not limited to, all pre-existing software, licensed products,
associated source code, machine code,text images, audio and/or video,and third-party materials, delivered
by Local Agency under this Agreement, whether incorporated in a Deliverable or necessary to use a
Deliverable(collectively,"Local Agency Property"). Local Agency Property shall be licensed to the State as
set forth in this Agreement or a State approved license agreement: (i) entered into as exhibits to this
Agreement,(ii)obtained by the State from the applicable third-party vendor,or (iii) in the case of open
source software,the license terms set forth in the applicable open source license agreement.
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
State's risk management statutes, §§24-30-1501,el.seg. C.R.S. The following applies through June 30,2022: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.
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 any time thereafter,this§19 shall apply. Local Agency agrees to be governed by and comply
with the provisions of§24-106-103, §24-102-206, §24-106-106, §24-106-107 C.R.S. regarding the monitoring
of vendor performance and the reporting of contract performance information in the State's contract management
system("Contract Management System"or"CMS").Local Agency's performance 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
Document Builder Generated Page 24 of 29
Rev.05/24/2022
OLA#: 331002865
Routing# 23-HA2-XC-00138
Local Agency's rights and obligations under this Agreement are personal and may not be transferred or
assigned without the prior, written consent of the State. Any attempt at assignment or transfer without such
consent shall be void. Any assignment or transfer of Local Agency's rights and obligations approved by the
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,
shall extend to and be binding upon the Parties' respective successors and assigns.
D. Authority
Each Party represents and warrants to the other that the execution and delivery of this Agreement and the
performance of such Party's obligations have been duly authorized.
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. Digital Signatures
If any signatory signs this agreement using a digital signature in accordance with the Colorado State
Controller Contract, Grant and Purchase Order Policies regarding the use of digital signatures issued under
the State Fiscal Rules, then any agreement or consent to use digital signatures within the electronic system
through which that signatory signed shall be incorporated into this Contract by reference.
H. 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.
I. 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.
J. 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.
K. 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.
Document Builder Generated Page 25 of 29
Rev.05/24/2022
OLA#: 331002865
Routing#:23-11A2-XC-00138
L. 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. The provisions of the other sections of the main body of this Agreement.
ii. Exhibit N, Federal Treasury Provisions.
iii. Exhibit F, Certification for Federal-Aid Contracts.
iv. Exhibit G, Disadvantaged Business Enterprise.
v. Exhibit 1, Federal-Aid Contract Provisions for Construction Contracts.
vi. Exhibit J, Additional Federal Requirements.
vii. Exhibit K, Federal Funding Accountability and Transparency Act of 2006 (FFATA) Supplemental
Federal Provisions.
viii. Exhibit L,Sample Sub-Recipient Monitoring and Risk Assessment Form.
ix. 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
Awards(the"Uniform Guidance").
x. Exhibit 0, Agreement with Subrecipient of Federal Recovery Funds.
xi. Exhibit R. Applicable Federal Awards.
xii Colorado Special Provisions in the main body of this Agreement.
xiii. Exhibit A,Scope of Work.
xiv. Exhibit H, Local Agency Procedures for Consultant Services.
xv. Exhibit B,Sample Option Letter.
xvi. Exhibit C, Funding Provisions.
xvii. Exhibit P, SLFRF Subrecipient Quarterly Report.
xviii. Exhibit Q, SLFRF Reporting Modification Form.
xix. Exhibit D, Local Agency Resolution.
xx. Exhibit E,Local Agency Contract Administration Checklist.
xxi. Exhibit S, PI1 Certification.
xxii. Exhibit T,Checklist of Required Exhibits Dependent on Funding Source.
xxiii. Other exhibits in descending order of their attachment.
M. 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.
N. Survival of Certain Agreement Terms
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.
O. Third Party Beneficiaries
Except for the Parties' respective successors and assigns described 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.
P. Waiver
A Party's failure or delay in exercising any right,power,or privilege under this Agreement,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.
Q. CORA Disclosure
To the extent not prohibited by federal law, this Agreement and the performance measures and standards
required under§24-106-107 C.R.S.,if any,are subject to public release through the CORA.
Document Builder Generated Page 26 of 29
Rev.05/24/2022
OLA#: 331002865
Routing# 23-HA2-XC-00138
R. Standard and Manner of Performance
Local Agency shall perform its obligations under this Agreement in accordance with the highest standards of
care,skill and diligence in Local Agency's industry,trade,or profession.
S. 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.
T. Compliance with State and Federal Law, Regulations,and Executive Orders
Local Agency shall comply with all State and Federal law, regulations, executive orders, State and Federal
Awarding Agency policies,procedures,directives,and reporting requirements at all times during the term of
this Agreement.
U. Accessibility
i. Local Agency shall comply with and the Work Product provided under this Agreement shall be in
compliance with all applicable provisions of §§24-85-101, et seq., C.R.S., and the Accessibility
Standards for Individuals with a Disability, as established by the Governor's Office of Information
Technology (OIT), pursuant to Section §24-85-103 (2.5), C.R.S. Local Agency shall also comply with
all State of Colorado technology standards related to technology accessibility and with Level AA of the
most current version of the Web Content Accessibility Guidelines(WCAG),incorporated in the State of
Colorado technology standards.
ii. Each Party agrees to be responsible for its own liability incurred as a result of its participation in and
performance under this Agreement. In the event any claim is litigated,each Party will be responsible for
its own attorneys' fees, expenses of litigation, or other costs. No provision of this Agreement shall be
deemed or construed to be a relinquishment or waiver of any kind of the applicable limitations of liability
provided to either the Local Agency or the State by the Colorado Governmental Immunity Act, C.R.S.
§ 24-10-101, et seq. and Article XI of the Colorado Constitution. Nothing in the Agreement shall be
construed as a waiver of any provision of the State Fiscal Rules.
iii. The State may require Local Agency's compliance to the State's Accessibility Standards to be
determined by a third party selected by the State to attest to Local Agency's Work Product and software
is in compliance with §§24-85-101,et seq.,C.R.S.,and the Accessibility Standards for Individuals with
a Disability as established by OIT pursuant to Section§24-85-103 (2.5),C.R.S.
V. Taxes
The State is exempt from federal excise taxes under I.R.C.Chapter 32(26 U.S.C.,Subtitle D,Ch.32)(Federal
Excise Tax Exemption Certificate of Registry No. 84-730123K)and from State and local government sales
and use taxes under§§39-26-704(1),et seg., C.R.S. (Colorado Sales Tax Exemption Identification Number
98-02565). The State shall not be liable for the payment of any excise, sales, or use taxes, regardless of
whether any political subdivision of the state imposes such taxes on Local Agency. Local Agency shall be
solely responsible for any exemptions from the collection of excise,sales or use taxes that Local Agency may
wish to have in place in connection with this Agreement.
21. COLORADO SPECIAL PROVISIONS(COLORADO FISCAL RULE 3-3)
These Special Provisions apply to all contracts.Contractor refers to Local Agency.
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
Contract shall not be valid until it has been approved by the State's Chief Information Officer or designee.
B. FUND AVAILABILITY.§24-30-202(5.5),C.R.S.
Document Builder Generated Page 27 of 29
Rev.05/24/2022
OLA#: 331002865
Routing# 23-HA2-XC-00138
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 Parties, 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
Federal Tort Claims Act,28 U.S.C. Pt. VI,Ch. 171 and 28 U.S.C. 1346(b),and the State's risk management
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.
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
the State to agree to binding arbitration;limits Contractor's liability for damages resulting from death,bodily
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 Contractor's liability that is not void under this section shall apply only
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-l8-201 and 24-50-507,
C.R.S.
Document Builder Generated Page 28 of 29
Rev.05/24/2022
OLA#: 331002865
Routing#:23-1-1A2-XC-00138
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
Contractor's services and Contractor shall not employ any person having such known interests.
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, Exhibit M, Exhibit N and Exhibit 0 are
hereby incorporated by this reference.
23. DISADVANTAGED BUSINESS ENTERPRISE(DBE)
Local Agency will comply with all requirements of Exhibit G and Exhibit E, 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 submit a copy of its program's requirements to the State for review and approval before the
execution of this 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 good faith efforts. State approval(if provided) of Local Agency's DBE program does not waive
or modify the sole responsibility of Local Agency for use of its program.
Document Builder Generated Page 29 of 29
Rev.05/24/2022