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Docusign Envelope ID: 72BC6011-9049-49B5-8983-376BC427CC4E RESOLUTION NO.16005 A RESOLUTION AWARDING AN AGREEMENT FOR PROFESSIONAL SERVICES IN THE AMOUNT OF $92,310 TO MATRIX DESIGN GROUP, INC., A COLORADO CORPORATION, FOR PROJECT NO. 25-013 DESIGN FOR 18TH STREET DRAINAGE REHABILITATION AND AUTHORIZING THE PURCHASING AGENT TO EXECUTE SAME WHEREAS, the Proposal of Matrix Design Group, Inc., for Project No. 25-013 Design for 18th Street Drainage Rehabilitation, has been received and examined; AND, WHEREAS, the Proposal of Matrix Design Group, Inc., was determined to be the most advantageous to the City of Pueblo, and in the best interest of the City of Pueblo, based on the evaluation factors set forth in the Request for Proposals; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that SECTION 1. The City Council authorizes Project No. 25-013 Design for 18th Street Drainage Rehabilitation to be performed, and the contract for said services is hereby awarded to Matrix Design Group, Inc., in the amount of $92,310. SECTION 2. Funds for said Agreement shall be paid from Project Account C12446 - 18th Street Bridge Rehabilitation SECTION 3. The Purchasing Agent is hereby authorized to execute said contract on behalf of the City of Pueblo, a Colorado Municipal Corporation, and the City Clerk shall affix the seal of the City thereto and attest the same. SECTION 4. The officers of the City are authorized to perform any and all acts consistent with this Resolution to implement the policies and procedures described herein. Docusign Envelope ID: 72BC6011-9049-49B5-8983-376BC427CC4E SECTION 5. This Resolution shall become effective immediately upon passage and approval. Qocusigned by: F ATTESTED BY: Fw CITY CLERK INTRODUCED: June 9, 2025 BY: Regina Maestri MEMBER OF CITYCOUNCIL DocuSigned by: APPROVED: I k4Aau(( PRESID COUNCIL Docusign Envelope ID: 72BC6011-9049-49B5-8983-376BC427CC4E City Clerk's Office Item # M1 COUNCIL MEETING DATE: June 9, 2025 TO: President Mark Aliff and Members of City Council CC: Mayor Heather Graham VIA: Marisa Stoller, City Clerk FROM: Andrew Hayes, Public Works Director SUBJECT: A RESOLUTION AWARDING AN AGREEMENT FOR PROFESSIONAL SERVICES IN THE AMOUNT OF $92,310 TO MATRIX DESIGN GROUP, INC., A COLORADO CORPORATION, FOR PROJECT NO. 25-013 DESIGN FOR 18TH STREET DRAINAGE REHABILITATION AND AUTHORIZING THE PURCHASING AGENT TO EXECUTE SAME SUMMARY: This Resolution awards an Agreement for Professional Services to Matrix Design Group, Inc., to render design services for the 18th Street Drainage Rehabilitation Project. Matrix Design Group, Inc., was determined to be the most responsible bidder and will be awarded a contract in the amount of $92,310. PREVIOUS COUNCIL ACTION: None BACKGROUND: The West 18th Street Bridge, built in 1973, spans across Wildhorse Creek. The culverts and surrounding area are in need of maintenance and repairs necessary to prolong the life of the culverts and bridge structure, to ensure the culverts are functioning as designed in the floodway and have the intended flow capacity needed. The City of Pueblo was awarded a grant from the Colorado Department of Transportation Off -System Bridge Program ("CDOT BRO") for the following improvements to the West 18th Street Bridge: 1. Culvert sediment removal 2. Culvert lining 3. Channel grading 4. Tree and shrub removal 5. Aprons 6. Crack -sealing 7. Guardrail replacement Docusign Envelope ID: 72BC6011-9049-49B5-8983-376BC427CC4E The City of Pueblo has solicited proposals from consulting/engineering firms experienced in bridge rehabilitation in floodways; including analysis, planning, surveying, design, engineering, permitting, and consulting services. FINANCIAL IMPLICATIONS: Funding in the amount of $92,310.00 will be paid from Project Account C12446 — 18th Street Bridge Rehabilitation. BOARD/COMMISSION RECOMMENDATION: Not Applicable to this Resolution. STAKEHOLDER PROCESS: Not Applicable to this Resolution. ALTERNATIVES: Denial of this Resolution will preclude the City from awarding the contract and proceeding with the design of the project. RECOMMENDATION: Approval of the Resolution. ATTACHMENTS: 1. 25-013 Matrix Agmt Design 18th St Drainage Rehab Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 uty of PUEBLO calc)r(Ao II:)ROIII:::TSSIIONAL SERVICES AGIREIII::.:IMENT III MA riiiiiix 1D111."SIGIIM GROUP, IIIII C. 25-01.3 (02446); GDOT BRO W386-IN (264 11.2) DESVGN FC)IR 1()TH STREEFDRAINAGE, Page 1 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 Agreement #25-013 (02446); CDOT BRO M086-104 (26412) Title: Design for 18th Street Drainage Rehabilitation PROFESSIONAL SIEFIV11CIES AGREEMENI,,,, IIINAA III R11IX DESIGNU UP, IIINC. 1. IN'TRODUCTION THIS AGREEMENT ("Agreement") made and entered this 26th day of June , 20 25 , by and between the City of Pueblo, a Colorado Municipal Corporation (hereinafter referred to as "City") and Matrix Design Group, Inc., a Colorado Corporation (hereinafter referred to as "Consultant"), a professional engineering firm for Consultant to render certain professional analysis, planning, surveying, design, engineering, permitting, consulting, and related services for City in connection with Bid 25-013 (C12446); CDOT BRO M086-104 (26412), Design for 18th Street Drainage Rehabilitation, hereinafter referred to as the "Project." In consideration of the mutual covenants hereinafter set forth, the parties agree as follows: A. Consultant shall satisfactorily perform professional analysis, planning, surveying, design, engineering, permitting, consulting, and related services for the Project described in more detail in Schedule 1 attached hereto and incorporated herein by reference (the "Services"). Such Services shall include all usual and customary professional services incidental to the work on the Project. This Agreement follows the selection of Consultant by City pursuant to a Request for Proposals (RFP). All of the requirements of the RFP are incorporated herein by reference, unless any requirement is expressly excluded in Schedule 1. No requirement in Section 3.3 of the RFP may be excluded in case of conflict between any provision in Section 3.3 of the RFP and this Agreement, the more stringent obligation or responsibility of Consultant shall apply. B. To the extent Consultant performs any of the Project work through subcontractors or subconsultants, Consultant shall be and remain as fully responsible for the full performance and quality of services performed by such subcontractors or subconsultants as it is for services performed directly by Consultant or Consultant's employees. C. To the extent Consultant requires access to private property to perform its services hereunder, Consultant shall be required to make arrangements to obtain such access. However, in the event City has already secured access for Consultant to any such property through a right of entry agreement, access agreement, letter of consent or other instrument, Consultant shall fully comply with and be subject to the terms and Page 2 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 Agreement #25-013 (C12446); CDOT BRO M086-104 (26412) Title: Design for 18th Street Drainage Rehabilitation conditions set forth therein. A copy of any such instrument will be provided to Consultant upon request. 2. CONSUL."TAN'TUS RESPONSIMILIT°'I DS A. Consultant shall be responsible for the professional quality, technical accuracy, and timely completion of Consultant's work, including that performed by Consultant's subconsultants and subcontractors, designs, drawings, specifications, reports, and other services, irrespective of City's approval of or acquiescence in same. Consultant shall be responsible, in accordance with applicable law, to City for all loss or damage to City caused by Consultant's negligent act or omission; except that Consultant hereby irrevocably waives and excuses City and City's attorneys from compliance with any requirement to obtain a certificate of review as a condition precedent to commencement of an action, including any such requirements set forth in Section 13-20-602, C.R.S. or similar statute, whether now existing or hereafter enacted. B. Consultant shall be completely responsible for the safety of Consultant's employees in the execution of work under this Agreement and shall provide all necessary safety and protective equipment for said employees. C. Consultant acknowledges that time is of the essence with respect to the completion of its services under this Agreement. Consultant represents that Schedule 3 attached hereto is the schedule by which Consultant proposes to accomplish its work, with time periods for which it will commence and complete each major work item. Except to the extent the parties agree to time extensions for delays beyond the control of Consultant, Consultant shall adhere to this schedule and perform its work in a timely manner so as not to delay City's timetable for achievement of interim tasks and final completion of Project work. Consultant further acknowledges that its schedule has accounted for all reasonably anticipated delays, including those inherent in the availability of tools, supplies, labor and utilities required for the work, the availability of information which must be obtained from any third parties, and all conditions to access to public and private facilities. D. Before undertaking any work or incurring any expense which Consultant considers beyond or in addition to the Services described in Schedule 1 or otherwise contemplated by the terms of this Agreement, Consultant shall advise City in writing that (1) Consultant considers the work beyond the scope of this Agreement, (2) the reasons that Consultant believes the out of scope or additional work should be performed, and (3) a reasonable estimate of the cost of such work. Consultant shall not proceed with any out of scope or additional work until authorized in writing by City. The compensation for such authorized work shall be negotiated, but in the event the parties fail to negotiate or are unable to agree as to compensation, then Consultant shall be compensated for its direct costs and professional time at the rates set forth in Schedule 2 attached hereto. Page 3 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 Agreement #25-013 (C12446); CDOT BRO M086-104 (26412) Title: Design for 18th Street Drainage Rehabilitation E. Consultant acknowledges that, due to the nature of the services for this project, related professional services, and the impact of same on the Project, the City has a substantial interest in the personnel and consultants to whom Consultant assigns principal responsibility for services performed under this Agreement. Consequently, Consultant represents that Consultant has selected and intends to employ or assign the key personnel and subconsultants identified in Schedule 4 ("Identification of Personnel, Subcontractors, and Task Responsibility") attached hereto for the Project assignments and areas of responsibility stated therein. Within 10 days of execution of this Agreement, City shall have the right to object in writing to employment on the Project of any such key person, subconsultant, or assignment of principal responsibility, in which case Consultant will employ alternate personnel for such function or reassign such responsibility to another to whom City has no reasonable objection. Thereafter, Consultant shall not assign or reassign Project work to any person to whom City has reasonable objection. A. City agrees to advise Consultant regarding City's Project requirements and to provide all relevant information, data and previous reports accessible to City which Consultant may reasonably require. B. City shall designate a Project Representative to whom all communications from Consultant shall be directed and who shall have limited administrative authority on behalf of City to receive and transmit information and make decisions with respect to the Project. Said representative shall not, however, have authority to bind City as to matters of governmental policy or fiscal policy, nor to contract for additions or obligations exceeding a value which is the lesser of $5000 or 5% of the maximum agreement price. C. City shall examine all documents presented by Consultant and render decisions pertaining thereto within a reasonable time. The City's approval of any drawings, design, specifications, reports, and incidental engineering work or materials furnished hereunder shall not in any way relieve Consultant of responsibility for the professional adequacy of its work. D. City shall perform its obligations and render decisions within a reasonable time under the circumstances presented. Based upon the nature of City and its requirements, a period of 14 days shall be presumed reasonable for any decision not involving policy decision or significant financial impact, when all information reasonably necessary for City to responsibly render a decision has been furnished. A period of 46 days shall be presumed reasonable for City to act with respect to any matter involving policy or significant financial impact. The above periods of presumed reasonableness shall be extended where information reasonably required is not within the custody or control of City but must be procured from others. E. Notify Consultant whenever City becomes aware of any substantial development or occurrence which materially affects the scope or timing of Consultant's services. Page 4 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 Agreement #25-013 (02446); CDOT BRO M086-104 (26412) Title: Design for 18th Street Drainage Rehabilitation 4. TIME FOR PERFORMANCE Consultant's obligation to render services shall continue for such period of time as may reasonably be required for completion of the work contemplated in Schedule 1— "Services" and Section 2 of this Agreement. The proposed work schedule attached as Schedule 3 may be adjusted by mutual agreement of all parties. 5. PAYMENT A. City will pay to Consultant as full compensation for all services required to be performed by Consultant under this Agreement, except for services for additional work or work beyond the scope of this Agreement, an amount not to exceed $92,310.00 in the aggregate as set forth in Schedule 2 "Fee Schedule" and computed in accordance with this Section. In the event compensation for services is set forth in Schedule 2 as to each phase of work indicated in this Agreement, the maximum amount of compensation for any phase shall not exceed the amount specified in Schedule 2 for such phase. B. Consultant shall submit periodic, but not more frequently than monthly, applications for payment, aggregating to not more than the maximum amount set forth above, for actual professional services rendered and reimbursable expenses incurred. Such applications shall be submitted based upon the hourly rates and expense reimbursement provisions set forth in Schedule 2 attached hereto and shall contain appropriate documentation that such services have been performed and expenses incurred. Thereafter, City shall pay Consultant for the amount of the application within 45 days of the date of such application is received, provided that sufficient documentation has been furnished, and further provided that City will not be required to pay more than 90% of the maximum amount unless the Consultant's services on the Project phases for which this Agreement is applicable have been completed to City's reasonable satisfaction and all required Consultant submittals have been provided. C. No separate or additional payment shall be made for profit, overhead, local telephone expenses, lodging, routine photocopying, computer time, secretarial or clerical time or similar expenses unless otherwise provided and listed in Schedule 2 - "Fee Schedule." D. No compensation shall be paid to Consultant for services required and expenditures incurred in correcting Consultant's mistakes or negligence. E. Compensation for authorized work beyond the scope of this Agreement shall be governed by Section 2. 6. T, ERVINA"FION A. City reserves the right to terminate this Agreement and Consultant's performance hereunder, at any time upon written notice, either for cause or for convenience. Upon such termination, Consultant and its subcontractors shall cease all work, stop incurring expenses, and shall Page 5 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 Agreement #25-013 (02446); CDOT BRO M086-104 (26412) Title: Design for 18th Street Drainage Rehabilitation promptly deliver to City all calculations, data, documents, drawings, plans, reports, specifications, summaries, work product and materials, and all other information as Consultant may have accumulated in performing this Agreement, together with all finished work and work in progress. Consultant shall at all times act in good faith with respect to the orderly transfer of work to the City or any entity designated by City. B. Upon termination of this Agreement for events or reasons not the fault of Consultant, Consultant shall be paid at the rates specified in Schedule 2 for all services rendered and reasonable costs incurred to the date of termination; together with any reasonable costs incurred within 10 days of termination provided such latter costs could not be avoided or were incurred in mitigating loss or expenses to Consultant or City. Consultant shall provide a detailed final invoice to the City within fourteen (14) calendar days from the effective date of termination, itemizing the work completed, costs incurred, and any outstanding payments due. In no event shall payment to Consultant upon termination exceed the maximum compensation provided for complete performance in Section 5, and the Consultant expressly waives any right to claim damages, including but not limited to lost profits, anticipated revenue, or indirect or consequential damages arising out of or relating to the termination for convenience. C. In the event termination of this Agreement or Consultant's services is for breach of this Agreement by Consultant, or for other fault of Consultant including but not limited to any failure to timely proceed with work, or to pay its employees and Consultants, or to perform work according to the highest professional standards, or to perform work in a manner deemed satisfactory by City's Project Representative, then in that event, Consultant's entire right to compensation shall be limited to the lesser of: (1) the reasonable value of completed work to City, or (2) payment at the rates specified in Schedule 2 for services satisfactorily performed and reimbursable expenses reasonably incurred, prior to date of termination. D. Consultant's responsibility for its completed work and services shall survive any termination. 7. GENERAL PROVISIONS I I U . ilrl s Designs, drawings, specifications, reports,_and all other documents or instruments procured or produced by the Consultant in the performance of this Agreement shall be the sole property of the City and the City is vested with all rights therein of whatever kind and however created, whether created by common law, statutory law, or by equity. The Consultant agrees that the City shall have access at all reasonable times to inspect and make copies of all communication, notes, designs, drawings, specifications, technical data, reports, and all other documents pertaining to the work to be performed under this Agreement. In the event City uses the information provided hereunder for another project independent from Project, without adaptation by Consultant, City shall hold harmless Consultant from all loss, claims, injury, and judgments arising from the use of such information for such other project. Page 6 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 Agreement #25-013 (02446); CDOT BRO M086-104 (26412) Title: Design for 18th Street Drainage Rehabilitation .2. A�� rmm��,�.i�a�I ni� Unless specifically approved in advance in writing by City, Consultant shall not include representations of the Project in any advertising or promotional materials, except for accurate statements contained in resumes or curriculum vitae of Consultant's employees. If Consultant wishes to include representations in advertising or promotional materials, it shall submit a draft of same and printer's proof of the proposed advertising or promotional materials to the City for prior review and shall not publish or distribute same unless written approval of the materials is first obtained. 3, LmI I a mgLlls f In connection with the performance of this Agreement, Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, national origin, disability, or age. Consultant shall endeavor to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, national origin, disability, or age. Imam lgPlll ;tms Any and all notices or other communications required or permitted by this Agreement or by law to be served on or given to either the City or the Consultant by the other party shall be in writing and shall be deemed duly served and given when personally delivered to the party to whom it is directed, or in lieu of such personal service when deposited in the United States mail, first-class postage prepaid, addressed to the City of Pueblo, City of Pueblo, Department of Public Works, Attn: Andrew Hayes, 211 E. D Street, Pueblo, CO, 81003; or to the Consultant, Matrix Design Group, Inc., Attn: Drew Beck, Vice President, 2224 W. Northern Avenue, Suite D-240, Phoenix, AZ, 85021. Either party may change their address for the purpose of this paragraph by giving written notice of such change to the other party in the manner provided in this paragraph. t This instrument contains the entire agreement between the City and the Consultant respecting the Project, and any other written or oral agreement or representation respecting the Project or the duties of either the City or the Consultant in relation thereto not expressly set forth in this instrument are null and void. Notwithstanding the foregoing, the terms of Bid 25-013 (C12446); CDOT BRO M086-104 (26412), Design for 18th Street Drainage Rehabilitation are hereby incorporated herein, and Consultant agrees to abide by and comply with the same. In the event of any conflict between any provision of this Agreement and a provision of any Schedule or attachment to this Agreement, the provision in this Agreement shall control and supersede the conflicting provision in the Schedule or attachment. Any inconsistent resolution provision in any attachment to this Agreement shall be void. . 6. S m.A bcoIin'itraCf:s A. City acknowledges that Consultant is the prime contractor and the only party with whom City has a contractual relationship under this Agreement. To the extent Consultant performs any Project activities through subconsultants or subcontractors, Consultant shall contractually bind each of its subconsultants and subcontractors by subcontract agreement to all of the terms of Page 7 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 Agreement #25-013 (02446); CDOT BRO M086-104 (26412) Title: Design for 18th Street Drainage Rehabilitation this Agreement which are for the benefit of City, and City shall be a third -party beneficiary of those subcontract provisions. B. Consultant shall indemnify and defend City from all claims and demands for payment for services provided by subcontractors of Consultant. C. Consultant acknowledges that, due to the nature of the services to be provided under this Agreement, the City has a substantial interest in the personnel and consultants to whom Consultant assigns principal responsibility for services performed under this Agreement. Consequently, Consultant represents that it has selected and intends to employ or assign the key personnel and consultants identified in its proposal submitted to City prior to execution of this Agreement to induce City to enter this Agreement. Consultant shall not change such consultants or key personnel except after giving notice of a proposed change to City and receiving City's consent thereto. Consultant shall not assign or reassign Project work to any person to whom City has reasonable objection. 7.7. Successors....��. r 7i..(... This Agreement shall be binding on the parties hereto and on their partners, heirs, executors, administrators, successors, and assigns; provided, however, that neither this Agreement, nor any part thereof, nor any moneys due or to become due hereunder to the Consultant may be assigned by it without the written consent of the City. It is expressly understood and agreed that enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to the parties hereto, and nothing contained in this Agreement shall give or allow any such claim or right of action by any other or third person or entity on such Agreement. It is the express intention of the parties hereto that any person or entity, other than the parties to this Agreement, receiving services or benefits under this Agreement shall be deemed to be an incidental beneficiary only. . & IIM f;� n d MITI f? n t No amendment to this Agreement shall be made nor be enforceable unless made by written Amendment signed by an authorized representatives of both Consultant and City. m 9. �,n � 11� 0„i!°I�I (" E?.,O��III���°iiCeint,JE�. Colorado law, the Pueblo City Charter, the Pueblo Municipal Code, and rules and regulations issued pursuant thereto shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference that conflicts with said laws, rules, and regulations shall be null and void. 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 County of Pueblo. .1. . Severabdity If any provision of this Agreement, except for Section 2, is determined to be directly contrary to and prohibited by law or the requirements of any federal grant or other Project funding source, then such provision shall be deemed void and the remainder of the Agreement enforced. However, it is the intent of the parties that Section 2 of this Agreement not be severable, and that if any provision of said section Page 8 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 Agreement #25-013 (02446); CDOT BRO M086-104 (26412) Title: Design for 18th Street Drainage Rehabilitation be determined to be contrary to law or the terms of any federal grant, then this entire Agreement shall be void. A. Subject to execution of this Agreement by the Director of Finance certifying that a balance of appropriation exists and funds are available, the amount of money appropriated for this Agreement is equal to or in excess of the maximum compensation payable hereunder; provided, however, that if work is phased and subject to annual appropriation, funds only in the amount of initial appropriation are available and Consultant shall confirm availability of funds before proceeding with work exceeding initial and subsequent annual appropriations. B. Financial obligations of the City payable after the current City Fiscal Year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. 8.II IIII PUIF mm° Except as herein specifically provided otherwise, disputes concerning the performance of this Agreement which the designated Agreement representatives cannot resolve shall be referred in writing to the Mayor's Office for the City for a final determination of the issue. The Parties agree that participation in this administrative procedure shall be a condition precedent to the initiation of litigation, except in the case of an emergency or other conditions that entitle either Party to seek injunctive or emergency relief from a court of competent jurisdiction, in which no participation in the preceding alternative dispute resolution process shall be required. 9.IIREQLPIRED FEDERAL,, T T E:,p AND/OR GRANT PROVISIONS A. Consultant understands that City may be funding the Project in whole or part with funds provided by Colorado Department of Transportation Off -System Bridge Program (CDOT BRO). Consultant agrees it is subject to and shall comply with all applicable provisions of said Colorado Department of Transportation (CDOT) for which the contract award has been made and applicable regulations. B. Consultant shall comply with the Colorado Department of Transportation (CDOT) Requirements included in the RFP and any/all other Federal, State, and local laws applicable to its activities. C. All records with respect to any matters covered by this Agreement shall be available for inspection by City and or Colorado Department of Transportation (CDOT) at any time during normal business hours and as often as agencies deem necessary, to audit, examine and make excerpts or transcripts of relevant information, and otherwise to perform its official functions or duties. D. If any of the work to be performed by Consultant under this Agreement is funded in whole or in part with federal or state funds, then this Agreement shall be construed to include all applicable terms required by the federal or state assistance agreement and integrated federal or state Page 9 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 Agreement #25-013 (02446); CDOT BRO M086-104 (26412) Title: Design for 18th Street Drainage Rehabilitation regulations. By executing this Agreement, Consultant agrees to be bound by all such mandatory federal or state requirements, irrespective of Consultant's actual knowledge or lack of knowledge of such requirements prior to execution of this Agreement. hNSURANCE 10.1. Conditions A. Consultant agrees that it has procured and will maintain during the term of this Agreement, such insurance as will protect it from claims under workers' compensation acts, claims for damages because of bodily injury including personal injury, sickness or disease or death of any of its employees or of any person other than its employees, and from claims or damages because of injury to or destruction of property including loss of use resulting therefrom; and such insurance will provide for coverage in such amounts as set forth below. B. Consultant agrees to hold harmless, defend and indemnify City from and against any liability to third parties, arising out of negligent acts, errors or omissions of Consultant, their employees, subcontractors, and consultants. A. Commercial General Liability Insurance. The Consultant shall secure and maintain during the period of this agreement and for such additional time as work on the project is being performed, Commercial General Liability Insurance issued to and covering the liability of the Consultant with respect to all work performed by it and all its subcontractors under the agreement, to be written on a comprehensive policy form. This insurance shall be written in amounts not less than $1,000,000 for each occurrence and aggregate for personal injury including death and bodily injury and $1,000,000 for each occurrence and aggregate for property damage. This policy of insurance shall name the City of Pueblo, its agents, officers and employees as additional insureds. The policy shall also provide coverage for contractual liability assumed by Consultant under the provisions of the agreement. B. Comprehensive Automobile Liability Insurance. The Consultant shall procure and maintain during the period of the agreement and for such additional time as work on the project is being performed, Comprehensive Automobile Liability Insurance. This insurance shall be written with limits of liability for and injury to one person in any single occurrence of not less than $350,000 and for any injury to two or more persons in any single occurrence of not less than $1,000,000. Alternate coverage of combined single limit, each accident, in an amount of not less than $1,000,000 may be accepted at the discretion of the Purchasing Director. This insurance shall include uninsured/underinsured motorist coverage and shall protect the Consultant from any and all claims arising from the use both on and off the site of the project of automobiles whether owned, leased, hired or used by Consultant. Page 10 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 Agreement #25-013 (02446); CDOT BRO M086-104 (26412) Title: Design for 18th Street Drainage Rehabilitation C. Workers' Compensation Insurance complying with statutory requirements in Colorado and in any other state or states where the work is performed. The Workers' Compensation Insurance policy shall contain an endorsement waiving subrogation against the City. D. Professional Liability Insurance with coverage of not less than $1,000,000 in a form and with a deductible acceptable to City. ..0. 3. G..O.VE!! ' m �: mir m m ......IIImi ..!r !u:..� . Liability for claims for injuries to persons or property arising from the negligence of the City, 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). No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, contained in these statutes. The Americans with Disabilities Act (ADA) provides that it is a violation of the ADA to design and construct a facility for first occupancy later than January 26, 1993, that does not meet the accessibility and usability requirements of the ADA except where an entity can demonstrate that it is structurally impractical to meet such requirements. The Consultant therefore, will use its best reasonable professional efforts to implement applicable ADA requirements and other federal, state, and local laws, rules codes, ordinances and regulations as they apply to the Project. . HVIMIGRA"TION REFORM AND CONTROL, ACT IF 1986 Consultant certifies that it has complied with the United States Immigration Reform and Control Act of 1986. Consultant represents and warrants that to the extent required by said Act, all persons employed by Consultant for performance of this Agreement have completed and signed Form 1-9 verifying their identities and authorization for employment. 3. PERA LIABULYTY The Consultant shall reimburse the City for the full amount of any employer contribution required to be paid by the City of Pueblo to the Public Employees' Retirement Association ("PERA") for salary or other compensation paid to a PERA retiree performing contracted services for the City under this Agreement. The Consultant shall complete the Colorado PERA Questionnaire and the completed form shall be included as an Additional Information of the signed Agreement. The following Schedules are attached to and made a part of this Agreement: • Schedule 1 - "Scope of Services" consisting of 8 pages. • Schedule 2 - "Fee Schedule" consisting of 2 pages. Page 11 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 Agreement #25-013 (02446); CDOT BRO M086-104 (26412) Title: Design for 18th Street Drainage Rehabilitation • Schedule 3 - "Work Schedule" consisting of 1 page. • Schedule 4 - "Identification of Personnel, Subcontractors, and Task Responsibility" consisting of 9 pages. • Schedule 5 - "Colorado Dept. of Transportation (CDOT) Requirements, State of Colorado Intergovernmental Agreement Effective July 18, 2024, and U.S. Dept. of Labor Davis Bacon Minimum Wages, Colorado (General Decision Number — CO20250008)" consisting of 148 pages. 15. SIGNIXTURE A. This Agreement and all other documents contemplated hereunder may be executed using electronic signatures with delivery via facsimile transmission, by scanning and transmission of electronic files in Portable Document Format (PDF) or other readily available file format, or by copy transmitted via email, or by other electronic means and in one or more counterparts, each of which shall be: (1) an original, and all of which taken together shall constitute one and the same agreement, (2) a valid and binding agreement and fully admissible under state and federal law, and (3) enforceable in accordance with its terms. B. This Agreement, together with all Project Documents incorporated by reference , constitutes the entire Agreement between City and Consultant with respect to their subject matter, and may not be amended a modified except by written document signed by both parties. Continue to next page for signatures. Page 12 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 Agreement #25-013 (02446); CDOT BRO M086-104 (26412) Title: Design for 18th Street Drainage Rehabilitation IN WITNESS WHEREOF the parties hereto have made and executed this Agreement as of the day and year first above written. CITY OF PUEBLO, A MUNICIPAL CORPORATION MATRIX DESIGN GROUP, INC. 1DocuSigned by: FDocuSigned by: —662KOffiloff8c1clen, Director of Purchasing EC84E7&196W%eck, Vice President DocuSigned by:+$i1P.''r^ Attest 71M'Pf i':9 er, City Clerk [SEAL] BALANCE OF APPROPRIATION EXISTS FOR THIS AGREEMENT AND FUNDS ARE AVAILABLE. Signed by: 01FbA '6"O ffinn, Director of Finance APPROVED AS TO FORM DEPARTMENT OF LAW ��AAD''onncuSignerA'd by: I �/✓ � J 6UWef IFftA?r; Deputy City Attorney Attachments: Schedules 1— 5 and Additional Information for Agreement Page 13 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 Sdhedule Scope of Services Excerpt from Request for Proposal dated Mairclh 2.5, 2025, Section 3 and Consultant's Response to IRequest for Proposal dated April 17,, 2025, Flages 19 2.4 A. This project (Project) shall include analysis, planning, surveying design, engineering, permitting, and consulting services for the bridge rehabilitation of West 18th Street in the City of Pueblo, Colorado. B. All drawings, designs, plans, specifications, etc. shall follow CDOT and City format. Designs shall comply with the most current versions of the following: 1. CQY._!2.[ .L!f� V_p 5tanda_rd Cons r u_gtia r.._S.Ip u.(i tuq s aru S ru r ..._ :r _.l.:s. 2. Roadway igti�nI[e i. Standards and Poiciie.s l{)ueblo Collorado __ ._gi_i.._. 3. Pavement Desiien Criteria for Ciitv of Pueblo. Colorado 4. QIra_ioag.e C11eri_a.._Maunu a.V 5. IIVI_a.in_uaall. on UInfforim Traffic Contiroll I[:�eviices IVit�l�Clf.�., _....._................................................................................................................................................................... 6. I{lulblliic Ifni ht..of..Wa Accessiibiillitt Guidelines PIRO"��AG- 7. It is the Proposers responsibility to download and obtain copies of the documents above. By reference, these documents are included in the Specifications for this RFP and the future Agreement. C. The awarded Consultant shall complete the awarded phase(s) of the project as outlined in the Scope of Service shown below. D. Refer to the attached drawing for additional specifications. (1C4..i_iIE;INl E. Note: The City may elect to award any/all phases of the project as City deems necessary, as budget allows, and/or as funding is available. . KtViurni1rnHsuri Qi,m IU6ificatioan A. Consultants responding to this request must demonstrate prime personnel, subconsultants, subcontractors, and team members qualified to perform the services detailed in this RFP. B. All professionals, if required by the State of Colorado to perform their services, must show proof of licensing. C. Additionally, Consultants shall be knowledgeable in the regulations and requirements of the Department of Public Works with respect to the services and work contemplated by this agreement. Consultant(s) shall perform such services and work in compliance with each project. Page 14 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 A. Upon completion of any phase, Consultant shall not proceed with work on the next phase, if any, until authorized in writing by City to proceed to next phase or alternate. B. The Project services shall include all usual and customary professional engineering services and the furnishing (directly or through its professional subconsultants and subcontractors) of customary and usual engineering (including civil, structural, mechanical, and electrical engineering) and other services including design, environmental, and planning. 1. Consultant shall also provide any landscape design, planning, environmental, surveying, engineering, and geotechnical services incidental to its work on the Project. C. Professional engineering services (whether furnished directly or through a professional subconsultant or subcontractor) shall be performed under the direction and supervision of a registered engineer in good standing and duly licensed to practice in the State of Colorado. Reproductions of final drawings for construction produced under this Project shall be the same as at least one record set which shall be furnished to City and which shall be signed by and bear the seal of such registered engineer. D. Surveying work included within or reasonably contemplated in the Project shall be performed under the direction and supervision of a registered Professional Land Surveyor in good standing and duly licensed to practice in the State of Colorado. All plats and surveys produced under this Project shall be signed by and bear the seal of said Professional Land Surveyor. E. To the extent Consultant requires access to private property to perform its services hereunder, Consultant shall be required to make arrangements to obtain such access. However, in the event City has already secured access for Consultant to any such property through a right of entry agreement, access agreement, letter of consent or other instrument, Consultant shall fully comply with and be subject to the terms and conditions set forth therein. A copy of any such instrument will be provided to Consultant upon request. F. Consultant shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all of Consultant's work, including that performed by Consultant's subconsultants and subcontractors, and including designs, Drawings, Specifications, reports, and other services, irrespective of City's approval or acquiescence to same. Consultant shall, without additional compensation, correct or revise any errors, omissions, or other deficiencies in its work. G. Consultant shall be responsible, in accordance with applicable law, to City for all loss or damage to City caused by Consultant's negligent act or omission; except that Consultant hereby irrevocably waives and excuses City and its attorneys from compliance with any requirement to obtain a certificate of review as a condition precedent to commencement of an action, including any such requirements set forth in Section 13-20-602, C.R.S. or similar statute. Page 1S of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 H. Consultant's professional responsibility shall comply with the standard of care applicable to the type of engineering and architectural services provided, commensurate with the size, scope, and nature of the Project. I. Consultant shall be completely responsible for the safety of Consultant's employees in the execution of work under the Agreement, shall provide all necessary safety equipment for said employees, and shall hold harmless and indemnify and defend City from any and all claims, suits, loss, or injury to Consultant's employees. J. Consultant shall advise City of any approvals and permits necessary for the Project and shall provide all supportive documents and exhibits necessary for obtaining said approvals and permits. (City shall obtain the required approvals and permits.) K. Consultant shall submit all documentation necessary for City review, approval, or acceptance of, or payment for, any of the services. City's acceptance of the documentation shall not be construed to operate as a waiver of any rights under the Agreement or of any cause of action arising out of the performance of the Agreement. L. Within five (5) days of execution of the Agreement, Consultant shall designate in writing a Project representative who shall have complete authority to bind Consultant, and to whom City should address communications. A. Preliminary Design (Schematic) Phase 1. Hold a kick-off meeting with appropriate City staff to discuss project approach and design criteria. 2. Perform fieldwork (geotechnical testing, surveying, etc.) as required to provide the complete design. a. Surveys generally include topographic surveys, mapping and CAD services, verification of culvert sizes, tree and shrub location removal identification, and survey control. Survey control may be required to be transformed into additional coordinate systems for the use and information of additional agencies such as CDOT or City of Pueblo. Survey services shall follow the guidance of the CDOT Survey Manual. 3. Review existing floodplain information and drainage patterns. Stormwater design criteria, standards, and details shall meet the requirements of the City of Pueblo Drainage Criteria Manual and City of Pueblo Standard Construction Specifications and Standard Details. 4. Prepare preliminary design plans (considered as 30% complete relative to final design) that adequately represent the design intent as represented in the preliminary design from the CDOT grant. Page 16 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 5. Prepare and submit to City a requirements checklist of any subsurface investigation, additional data, permits, or other information and requirements which is anticipated will be necessary for the design or construction of Project. At a minimum, the following permits will be required: a. Floodplain Development Permit b. 404 Permit c. Excavation Permit 6. Provide a Design Standards Report that includes the above required checklists, significant design assumptions and design risks, and advantages/disadvantages inherent in or presented by design alternatives and make recommendations to City based thereon. 7. Prepare and submit to City a preliminary cost estimate for the Project including construction cost, contingencies, professional compensation, consultant fees, compensation for damages, and finance costs, if any. 8. Provide coordination with all applicable agencies as required (City Departments, adjacent property owners, utility companies, CDOT, etc.). 9. Allow a minimum of two (2) full weeks for City and CDOT staff review. 10. Consultant shall furnish one (1) electronic copy of each above referenced submittal document to City for City's use. 11. Coordinate a Field Inspection Review (FIR) meeting with the City and CDOT staff to review the design plan comments. 12. Incorporate review and FIR comments into documents after the FIR Meeting. B. Final Design Phase 1. Perform final engineering and site design. Consultant shall include plans including, sections, grading plans, dewatering and/or water diversion plan, details, Stormwater Management Plan (including phases for diversion), final stabilization plan, and related work (including all incidentals). 2. Provide all necessary documents to obtain clearances that are required by CDOT. 3. Make reasonable revisions to the drawings and specifications requested by City, informing the City of any change in probable construction costs as a result of such revisions. 4. Provide technical criteria, written descriptions, culvert lining specifications, and design data for City's use; and disclose any significant risks and advantages/disadvantages inherent in or presented by design choices. Page 17 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 5. Based upon Consultant's customary and usual professional judgment, prepare and submit to City a current detailed cost estimate for the Project including construction cost, contingencies, professional compensation, consultant fees, damages, and finance costs, if any. 6. Consultant shall furnish one (1) electronic copy of each above referenced submittal document to City for City's use and shall review same in person with City. 7. Allow a minimum of two (2) full weeks for City and CDOT staff review. 8. Coordinate a 90% Final Office Review (FOR) meeting and a ROWPR meeting with the City and CDOT staff to review the design plan comments. 9. Incorporate review and FOR comments into documents after the FOR Meeting. C. Preparation of Contract Documents 1. Provide stamped Contract Documents (drawings, specifications, bid tabulation, etc.) for bidding the project in accordance with the requirements of the Director of Public Works and the City's procurement process. a. Consultant shall include any forms of warranty and include any special requirements imposed upon such contracts by any federal or other funding source and by any regulatory agency. 2. The final design must be stamped and shall be utilized for bidding, permitting, and construction. 3. Provide electronic files of drawings to the City in AutoCAD format. 4. Provide design drawings and specifications in both Microsoft Word and Adobe PDF formatting. 5. Provide final cost estimate and bid tabulation in Microsoft Excel format. D. Bidding Phase 1. The City will develop bidding materials including the Invitation to Bid documents, instructions to bidders, other necessary forms, and supplements required by the City as necessary to ensure that prospective bidders are fully informed regarding the construction and materials requirements. 2. Consultant will: a. Assist City departments with any necessary meetings, addenda, etc. b. Consultant shall be responsible to correct errors, clarify drawings and/or specifications, or advise of changes. Page 18 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 c. Participate in a pre -bid conference and walkthrough on site with construction bidders and the City of Pueblo to discuss project requirements. d. Interpret and clarify contract documents for bidders. e. Assist the City with requests for information from bidders and coordinate with the City for responses and required modifications. f. Prepare documentation related to any modifications that may be required. 3. Consult with and make recommendations to City concerning acceptability of bidders, subcontractors, suppliers, materials, equipment, suitability of proposed "or equals", amount of bids, and any other matter involved in consideration and review of bids and bidders upon which City may reasonably request Consultant's advice. 4. Any approved modifications to the bidding documents will be issued by Addendum by the City. 5. For any revisions to the documents stated above, designs, drawings, plans, and specifications, Consultant shall submit one (1) electronic copy of these final documents to City. A copy of all documents, designs, drawings, plans, and specifications, and all other documents shall also be submitted to City in Microsoft Word and AutoCAD (2006 or later version) format on electronic media. E. Construction Services Phase 1. Attend pre -construction, and other critical meetings as related to the project (estimate 5 hours). 2. Respond to requests for information from Contractor and review Contractor submittals (estimate 10 hours). a. Review all applications of Contractor for payment and in connection with same, issue certificates for payment to the City for such amounts as are properly payable under the terms of the construction contract. Each such certificate shall constitute Consultant's representation to City that it has inspected the Project and that to the best of its knowledge, the work for which payment has been sought has been completed by Contractor in accordance with the drawings, specifications, and other contract documents. b. Draft, for City's consideration, and offer recommendations upon, all proposed change orders and contract modifications. 3. Visit the Project site, perform observations as to the progress and quality of the work and advise the City as to same. The frequency and level of observation shall be commensurate with the nature of the work and size of the Project. Page 19 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 4. Make determinations as to whether the work is proceeding in accordance and compliance with the construction contract documents. a. Promptly advise the City in writing about any omissions, substitutions, defects, or deficiencies noted in the work of any contractor, subcontractor, supplier, or vendor on the Project. b. Subject to written concurrence by City, promptly render a written recommendation to City concerning all proposed substitutions of material and equipment. c. Reject any work on the Project that does not conform to the contract documents. 5. Review shop drawings, samples, product data, and other submittals of the Contractor for conformance with the design concept of Project and compliance with the drawings, specifications, and all other contract documents, and indicate to Contractor and City with respect thereto, any exceptions noted, or modification or resubmittals required. 6. Assist with resolution of critical construction issues as needed in an "on call" capacity (estimate 10 hours) 7. Attend specific construction issue meetings on an on -call basis (estimate 10 hours) 8. Consultant shall prepare final as -built drawings, based on redlines from the contractor. a. On application for final payment by the Contractor, make a final inspection of the Project, assembling and delivering to the City any written guaranties, instructions manuals, as -built drawings, diagrams, and charts required by the contract documents, and issuing a certificate of final completion of the Project. 9. The Consultant shall, if provided in the construction contract, be the interpreter of the construction documents and arbiter of claims and disputes thereunder. Upon written request of the City or Contractor, the Consultant shall promptly make written interpretations of the contract documents and render written decisions on all claims, disputes and other matters relating to the execution or progress of the work on the Project. The interpretations and decisions of the Consultant shall be final and binding on the Contractor and City, unless the Director of Public Works/Wastewater of the City shall, within seven calendar days after receipt of the Consultant's interpretation or decision, file its written objections thereto with the Consultant and Contractor. 3 5. Pirpj!�.µ:;....III!ir mp..[g1!:yleiir],!:.Aliio Ilan, A. At no time will Consultant be allowed to begin a project phase prior to approval and expect to be reimbursed by City. All project phases shall be assigned and coordinated with the City's Project Manager. B. Cost overages during the project must be pre -authorized and obtain written approval of the City's Project Manager. Page 20 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 µ6. D: a. .i.s -Pg�. �:�.��...............Ill11 �.IUI� �mlm�m���..............� .��.��. The Davis Bacon Minimum Wages General Decision Number CO20250008 Mod 0, Highway Construction for El Paso, Pueblo, and Teller counties Jan 2, 2025 is required for all manual labor and is included in A" T�,CljMENT E. ........................................................................... Certified payrolls, of all manual labor worked performed, must submitted weekly to the Department of Public Works for review and approval for compliance with prevailing wage requirements. Page 21 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 Excerpt from Consultant Proposal If any section below conflicts with the Scope of Services, the Scope of Services shall take precedence. The project area consists of an existing five cell corrugated metal pipe (CMP) culvert underneath W 18t" St originally built in 1973 that conveys flood waters along Wildhorse and Dry Creek in northwest Pueblo. The upstream and downstream drainageway is natural with thick vegetation that has encroached into the channel and reduced flood conveyance capacity and increased the likelihood of sedimentation that could further exacerbate flooding. The project area is within the FEMA Special Flood Hazard Area Zone AE where the roadway crossing is mapped as overtopping within the Floodplain Insurance Study as mapped on DFIRM panel 08101C0492D effective August 15, 2019. Removing vegetation and sediment from the culverts will increase flood conveyance through the culverts and could reduce flooding extents around the culverts. Matrix understands that this project involves comprehensive assessment, design, and rehabilitation of existing culvert infrastructure to address identified structural deficiencies and improve both roadway and pedestrian safety. Key components identified within the IGA are removal of vegetation and sediment, installation of a riprap apron upstream and downstream of the culvert and regrading the channel to establish a more stable cross -sectional dimension. Within the culvert itself, culvert armoring is proposed to combat degradation and increase the service life of the culverts. Finally, on the roadway surface crack sealing and installation of a standard guardrail is proposed to bring the roadway into compliance with current criteria. The project will begin with a thorough review conducted by Matrix's FHWA-certified inspection personnel to validate the findings of the December 2022 inspection. This evaluation will include all key components of the existing culvert systems such as barrels, linings, and wingwalls—as well as associated roadway features, including pavement condition, guardrails, and drainage performance. Effective FE:EVA F'lrmdpg nin mopping of the prow(. (. oren Coinfinuc to next page Page 22 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 Upon completion of the assessment, Matrix will progress into the preliminary and final design phase, culminating in the development of complete construction documents. These documents will provide detailed plans and specifications for rehabilitation measures including spin -cast mortar lining, installation of new guardrail systems, and scour protection features such as rip -rap aprons. The design will also address roadway surface deficiencies like asphalt cracking and deterioration, and will incorporate recommended enhancements to pedestrian accessibility, including cross slope correction, sidewalk joint realignment, and curb ramp modifications to ensure an ADA-compliant pedestrian route, consistent with CDOT funding requirements. During the bidding process, Matrix will provide support by means of assisting with pre -bid meetings, attending pre -bid site visits, and providing prompt answers and information to the City and bidders alike. During construction, Matrix will remain actively involved, offering responsive and knowledgeable support by answering RFIs and reviewing submittals. As a local consultant, Matrix is uniquely positioned to provide timely on -site support, facilitate contractor coordination, and assist with constructability reviews. This collaborative, hands-on approach is intended to maintain design integrity, minimize change orders, and deliver a durable, code -compliant solution that meets the long-term goals of the City and its stakeholders. IIII iiroje t 1plpl iii oadl'°°illy Matrix has developed a comprehensive project approach that consists of seven distinct tasks, each designed to ensure the efficient and accurate delivery of the project for the City. These tasks are carefully structured to cover all aspects of the project from project management to construction support services. r ask 1.. es i gi a The preliminary design phase of the project includes gathering existing condition information that will serve as the basis of design for the duration of the project. This will include gathering topographic survey, identifying existing culvert deficiencies, hydrology studies, reviewing FEMA hydraulic modeling for floodplain development permit requirements, and initial coordination with stakeholders. Assessment As part of the design development, Matrix will conduct a detailed topographic survey covering approximately 2.7 acres surrounding the West 18th Street bridge crossing of Wildhorse Creek. The survey will be executed using conventional ground survey methods to capture 1-foot contour intervals, spot elevations, and all visible improvements and features within and adjacent to the project corridor. All trees with a diameter of 4 inches or greater will be documented, including precise location and size. Continue to next page Page 23 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 To accurately map underground infrastructure, a Subsurface Utility Engineering (SUE) investigation will be performed to ASCE 38-22 Quality Level B standards. A certified private utility locating firm will identify the horizontal locations of existing utilities using surface geophysical methods, with findings integrated into the project base map. Matrix survey crews will collect invert elevations of all manholes and drainage structures within the project limits that may be affected by proposed improvements, as directed by the project engineer. [yrstingsedimentcition and vc.,gctotOn thut hos limited hydraulic capacity of cuhanrt. Hydraulic Modeling and Floodplain Analysis A detailed hydraulic analysis will be conducted using HEC-RAS 1D modeling to establish the existing hydraulic conditions of Wildhorse Creek within the project reach. The analysis will evaluate discrepancies between existing conditions and the effective FEMA Flood Insurance Rate Map (FIRM) Zone AE with floodway designation. The model will incorporate refined topographic data, observed channel geometry, and floodplain characteristics. This analysis will serve to support floodplain development permitting and guide the design of improvements intended to restore or enhance conveyance capacity. This includes riprap sizing for the apron upstream and downstream of the existing culverts, as well as, determining grading transitions to reduce erosive conditions near the culvert inlets and outlets. Key components to be evaluated include sediment removal, channel regrading, and vegetation management, all designed to improve flow through the rehabilitated culverts. tructural Assessment andDesign Review The structural design component will begin with a detailed review of the existing culvert infrastructure and associated elements. Matrix's certified bridge inspection personnel, trained and certified under FHWA guidelines, will review the latest available bridge inspection reports and perform a condition reassessment to validate the findings of the December 2022 inspection report. The inspection will encompass structural elements including culvert barrels and linings, upstream and downstream headwalls, wingwalls, and associated structural appurtenances. Matrix will gather measurements and document locations of structural deficiencies that will be utilized in preparing construction documents. °trix's our°m staff FliWA ceuii °tlflesl Illsii° lilslge iu'tslllcectors lillll vex°°lf evulsth°°mF coil°, ltions of tlllse colllvelii°ts aiiii i°snake wtu e III""e oiiii1iu"'neliiiid 2tlioiiil""i5 ailme alllslllslii°,gllcu"late ells°°msl cos°Il effective fou loll)°°mg "tea"ni Iiiii,i aU1ia""Illte111""aaa""1iiice. The existing vehicular travel route, including pavement condition and drainage performance, will be assessed for conformity with CDOT and City standards. Guardrail systems and crash protection elements will be reviewed for compliance and functionality. Matrix will also evaluate pedestrian accommodations across the structure to ensure ADA compliance. Utility Clearance Matrix anticipates that existing utilities will not be impacted based on the proposed scope of work outlined in the RFP. Matrix will identify utilities within the project limits and lead coordination efforts with any utility Page 24 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 providers in the area to get utility clearance letters. Matrix will begin this coordination effort early in the design process. Right -of -Way Clearance Matrix anticipates that all scope of work for the project will occur within the current City -owned right-of- way. Therefore, Matrix anticipates that right-of-way clearance efforts will be minimal. Once Matrix has identified the preliminary limits of construction and potential construction staging areas, Matrix will begin coordination with the City to obtain right-of-way clearance. Conceptual Improvement Plans Matrix will prepare conceptual design plans that will document the existing conditions and highlight our proposed improvements for review and approval by the City. This critical milestone will verify the scope of work with the current project understanding. Matrix will prepare an Association for the Advancement of Cost Engineering (AACE) Class 5 engineer's opinion of probable construction cost (EOPCC) at this stage to identify early construction cost considerations for the project and if any value engineering will need to occur to align with the current funding available. [) dllilvvorsl lllvs aNwu.iic dial IipirovWe Ihlu°eppu°nrpuasuy des gn If)IIaur�s Lc Lhe O".y of 14'�)Lielbk) Lhat show IlpIlan vki , IhsirofHes, uaUuRuc�Lauirsp doLaiius and u`epac r dewksa doVGincaOilg Ul10 proposed iiurull311,o ,e nieuuus, .N..Ilho duWs'iign pLa ns MV.0 Gii cIlurde a dcwked Lcpo iras3hk suuu°vey of Uh o IlseOjO(;N arearnaii�ulhr u.uuaa:Jeu'g,u'euuu�u u,u'ppp�oeS S[IOW111, IlCIII Oli.0 h a�Nn:^P:a iipu Ilae Ilsirovided �w n'01111cn?r3l UaHy u°nnva en�ynn u.lhe null�lpi,o me h for ireviiew and acirn inreunt Illy staall(EdhoIld rirs, A prehinflinairy de siig n Iellsauut dn:uCUrneinrGlIg Lho s sse�ssulris�ilL 1v%,M Ilac psircvidcd For cM(nv su°nd Ccunr�ummOu°)�t, A area>N es�6im aN.e MR ails r be sircvkled Ik)ii VJ-ie It311-0lt3()S d Giinnlpirovcuirnn:rruts. V asIIk aityun.iuIII III',) sub iri III [Iase The final design phase will build iteratively upon the preliminary design phase and incorporate comments received from the City and CDOT during the preliminary design phase review. The final design phase will further layout the needed detail for construction documents including plan view, horizontal control, cross sections, final hydraulic modeling, and evaluation of any potential utility conflicts for the removal of sediment and vegetation clearing. The final design phase will include obtaining floodplain and environmental Clean Water Act (CWA) clearances. Detailed floodplain modeling of existing and proposed conditions will be completed to obtain authorization for working within the FEMA Special Flood Hazard Area under a No -Rise Certification. With the removal of sediment and vegetation, water surface elevations are expected to decrease in proposed conditions compared to existing conditions. This means that a costly and lengthy CLOMR will most likely not be required. The start of environmental clearances will begin by characterizing existing ecological conditions of the project reach and use historical reference data to formulate an understanding of the site's true restoration potential. We will evaluate current conditions and functions of ecological resources along the project reach through a rapid ecological site assessment that includes an evaluation of site soils, existing vegetation, and potential restoration constraints. Understanding existing soil conditions as it pertains to soil health and plant nutrition early in the design process allows a better understanding of how to establish lower maintenance vegetation communities. Evaluating existing plant communities and species composition is essential to developing an effective adaptive management approach for the site. Development of Page 25 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 revegetation plans will be coordinated with all stakeholders to ensure the goals for maintenance requirements being developed. Our approach for developing baseline ecological conditions for permitting is to first characterize and map the location and extents of aquatic resources subject to CWA Section 404 jurisdiction. Matrix will perform a field -based wetland delineation to identify the location and extent of wetlands and Waters of the U.S. (WOTUS) within the Project reach in accordance with the USACE 1987 Wetland Delineation Manual and applicable Regional Supplement. The limits of ordinary high-water mark (OHWM) and wetland features will be collected using a survey grade GPS unit capable of sub -foot accuracy. The project site will also be evaluated for potential habitat for threatened and endangered species (TES) protected under the Endangered Species Act (ESA) and migratory birds protected under the Migratory Bird Treaty Act (MBTA) to satisfy Section 404 permitting requirements. Prior to preparing a formal Section 404 permit application, we will coordinate with the USACE to determine the most appropriate permitting pathway for the project. Our understanding of the proposed project indicates project actions will likely qualify under a Nationwide Permit from the USACE. The USACE has final say in how a project may be permitted based on their understanding of project design and purpose. From a structural perspective, the final design phase will build upon the preliminary assessments by advancing and detailing the rehabilitation approach. Matrix will specify the culvert repair methodology, which is anticipated to include spin -cast mortar lining, corrosion mitigation, and scour and undermining protection by means of riprap boulder aprons on the upstream and downstream headwalls. Final design efforts along the vehicular traveled route will include development of new guardrail terminations and transitions on the south side of the structure, as well as evaluation of the existing north guardrail for general sufficiency. Matrix will follow CDOT M-606-1 standards for layout and geometry of the guardrail. Matrix will also provide repair recommendations for the existing asphalt wearing surface and surface drainage conveyance system in accordance with City standards to support a comprehensive design solution. Additionally, the team will provide recommendations to address cross slope issues, misaligned sidewalk joints, and curb ramp modifications to ensure an ADA-compliant pedestrian route, consistent with CDOT funding requirements. [')dll linear°nsllhslllss Mauib( veilll. Ilslrw;uswde HlinaL sq.ai ollsaud u.Vuns'ign Ilclsua.s to die Oty of that show IlAan v evv, dross .sed.iions, sllfetlilVesrr sLirun:Uu.ulras nleu.aks and Iropva'iir do.aRs dekineaGing Hie proposed 'ii' nlpvlrovoii oii Ls. Il insu.ughn detail ruW k( Ibo hulroeilcled moil s sslr. tr cLoi, Lo csus sll.u1 ilscL Lho duns gn IlAans a-, iilinLelnded, y hinanl s(nsQed yu.ns grn II ell. orl. docunienLing LIPne sssessuasu.111A and Ipll^�oIposed 'iiu°nlproveinenL design Ipi'ocewss MH be Ihcuseoyed Jw' NiM cos�L esGllnaLe u,,°iIVV au so be prsura+ild od Foir uJho proposed ilultupuwsuwacnieiirLs. iIlhn s wsl< also i nc.la,dcs prepaiIing and SUbinA:Gng Il eii urvuniVallsllsllisrraHo ns Ifeu au flsa:wcVllsQ. in develelpineiMV Ilaeinnr t I.nna� ii a No R se Ceu LiilfilcaLicun and rrs CWA40 q CeIirdfIIca'LIIoIn uP11dei rra Irra'uIIQ"&II"IIwIIG":e I)eiiI'"II"II`nllu �vII' h aesn'Lhrrain 0.03 acres of pelrlrna1111enift IIIrn11pac s U) u'.I11e sLrcauunn chanunlrunA, A y ass II su elPnmsc(flogiln�a� survey swuM be Ilsll"elpaired 'l�cu, ye(°'1kNin '106 ca:nunllslila nce For Uhne NanPwilIX'. riwide fDn'i*Irlrn.iK. ask3 f )d Calib act Matrix Design Group takes a comprehensive and detail -oriented approach to the preparation of final contract documents to ensure a smooth and competitive bidding process. Following the completion of the final design and agency coordination, Matrix will develop a complete set of construction documents that Page 26 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 meet the requirements of the client and all applicable regulatory and funding agencies, including City of Pueblo standard specifications and criteria. The final contract document package will include detailed plans, specifications, EOPCC, and bid tables. Construction specifications are anticipated to align with CDOT Specifications for Road and Bridge Construction and the City of Pueblo Standard Specification. Design plans and reports will be signed by a professional engineer licensed in the State of Colorado. All design elements are developed in accordance with local standards, including drainage criteria manuals and applicable ADA and public right-of-way accessibility guidelines. IC)do iveiil IIIeIIIe atfs Mlp Iljirovlde asV fi�Vaivauaell csu° a acu: doCLIIIITIOu°uus Ilboyon l V:Ilauas:Gc Il:aroMed in Hie fiin a designn wslk allcesc�, I Ilhu s iiuncluudcu s sairiy sllacn(J al gcchns call sIpec'iRcaP:iisuu u°a^Mslioirus irequuuurcal, grain 1n aund erosions coin Urop Ili [ains, Il:ulW tabs, and flhiM [�:UICC for a of nll are son witllu rec6ved consuiruactk)n Iluua:ls, II lectiro nuc f lc s CAD Ifkes self the aii"sllassc^cl avJl also be pauwaavidod 1fsu Ilsou:lafiin su°nd r.01111su:.u°u.ud:1101111 p urpas saM s. II ullesa w 111 Ilene llprovWecl hiss u;lhue preferred pou-uaasu: of tlloe City and any revhewng agency aMk 4, ��ua�a�iil��°���u„ IllallIlase To support a successful bidding process, Matrix assists the client with respondingto bidder questions duringthe advertisement period, issuing addenda as needed, and conducting pre -bid meetings or walkthroughs. Our goal is to deliver a complete, coordinated, and high -quality set of bid documents that support competitive pricing, minimize construction risk, and set the foundation for a successful project implementation. IIII::III lilul�IlIeIIIs Man iix dill atte ual the Ilsire..11bkl neoJirig and Iprovide as Ihau°ief oveiraai°im,,nr of the Iproject, matidx swuiill also be av'Aalba e is su.uplpoir° aIlia, Cky acsl)OIIISc to u°luucsMGOIIIus or cpairl �Icst.fonss urequucS'ted du.uu"iio g the Ilaiiatcllilu"u Ilcu°ecesssa,,, As mentioned above Matrix has in-house construction management staff that are readily available to assist with construction support services upon request. Matrix Water Resources engineers are typically highly involved in the construction process and are available as well to help ensure design intent is achieved. Channel restoration projects are often comprised of unique design elements that many contractors may be unfamiliar with, and our engineers are versed in providing guidance in the field as well as assessing RFI's and submittals. Our design engineers are local in Colorado Springs and can be available as needed on short notice to visit the project site during construction. During the construction phase, Matrix will continue to support the project through responsive, knowledgeable, and hands-on services. Our team includes CDOT-certified construction inspectors who will provide full-time or part-time inspection services as needed to ensure compliance with project specifications, standards, and quality expectations. As a local consultant, Matrix is well -positioned to provide immediate on -site support, attend field meetings, and respond quickly to contractor or client needs as construction progresses. Matrix also brings extensive experience assisting with constructability modifications during construction. This includes working closely with contractors to tailor design elements to their preferred means and Page 27 of 262 000ua|gnEnvelope ID: a000xna1+\829-4sse-9o1z'pAnoeocCoonm methods while maintaining design intent and Long-term performance. Our collaborative approach helps reduce delays, minimize change orders, and deliver practical, cost-effective solutions in the field. iveii4b�� es Matilxm/iii attend the 3re-construdjgn meetling and coordinate m/idh the cgntractnrto 3rovide the requlired infmrnnahon and ciarffica1[onm before construction be�ginm, Matrixxviii reSpmnd to RF|s atthe requestofthe City,Ma1rixm/iii jnoMeon-sliteconstruct[on observation servicestothe Cityfoil' upto sixnimits during key construc1ion actimties and nniiestones. Matrixm/iii compiete an as-ouilltsurvey and prepareas-buift record dram/inCsforSubnniLltaito the City for post construc1ion recordation. Page 28 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 Schedule Fee Schedule Consultant's Response to Request for Proposal dated April 17, 2025,.Priciing Proposal MATRIX DESIGN GROUP, INC. RESPONSE DOCUMENT REPORT RFP--E:mngineering NO.. 2.6--01.3 (C124.46); CDOT PRO M086..1.04 (264412.) .[D e.:s.1.. _n..._f o:o^..._1. f Ih..._5tr :t..._[).r� i n a.. ..._Rehabilitation _.__:___. RESPONSE DEADLINE: April 17, 2025 at 9:30 am Matrix Design Group, Inc. Response PRICE TABLES TABLE 1: PHASES - NOT TO EXCEED Line Item 1 Description Preliminary Design (Schematic) Phase Unit of Measure Not To Exceed Unit .. $34,120.00 2 Final Design Phase Not To Exceed $32,900.00 3 Preparation of Contract Documents Phase Not To Exceed $8,460.00 4 Bidding Phase Not To Exceed $1,760.00 5 Construction Services Phase Not To Exceed $15,070.00 Grand Total Bid $92,310.00 TABLE 2: HOURLY RATES Lines 7-10, 12-13, 15, 20-27, 29-33, 35-44, 49, 51-59, and 61-62 Removed (Consultant Did Not Enter a Unit Cost) Item 6 DescriptionLine Principal Per Person Per Hour $275.00 11 Project Manager Per Person Per Hour $275.00 14 QA/QC Manager Per Person Per Hour $210.00 16 Senior Engineer Per Person Per Hour $200.00 17 Project Engineer Per Person Per Hour $180.00 18 Design Engineer Per Person Per Hour $120.00 19 Assistant Project Engineer Per Person Per Hour $160.00 Page 29 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 Line Item 28 Description Assistant Lansdcape Architect Unit of Measure Per Person Per Hour Unit Cost $120.00 34 Design Associate Per Person Per Hour $110.00 45 Land Survey Manager Per Person Per Hour $210.00 46 Land Surveyor Per Person Per Hour $170.00 47 Survey Technician Per Person Per Hour $0.00 48 One -Man Survey Per Person Per Hour $160.00 50 GIS Analyst Per Person Per Hour $150.00 60 Clerical Per Person Per Hour $95.00 TABLE 3: HOURLY RATES CONTINUED — Removed (Consultant Did Not Enter a Unit Cost) TABLE 4: REIMBURSABLE EXPENSES TABLE S: ADDITIONAL REIMBURSABLE EXPENSES - Removed (Consultant Did Not Enter a Unit Cost) Page 30 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 Schedule Work Schedule Consultant's Response to Request for Proposal dated Aprul 1.7p 2025, Page 25 8. WaHk SIII'iiied dIIIe Our team is prepared to provide all deliverables described in the RFP and is readily available to begin work immediately upon Notice to Proceed. We have a vast familiarity with drainage within the City of Pueblo and are excited to deliver projects within the Front Range. Matrix has worked with municipalities on multiple fully and partially -grant funded rehabilitation projects and are prepared to provide all necessary deliverables to proceed with construction in Fall of 2025. To help meet this accelerated schedule, Matrix will facilitate bi-weekly meetings between the City Project Manager and Matrix staff to provide continual progress updates. Matrix encourages our clients to be active stakeholders who are engaged in the design process and provide candid and timely feedback to help their projects succeed. These touchpoint meetings provide an opportunity for the City to be involved, as much as deemed necessary, in iterative design development and discuss the schedule and budget status on a regular basis to help catch any deviations early. Early intervention provides an opportunity for course corrections before significant problems arise. The schedule breakdown by days for each phase of the project is included below. Note that Flooding permitting and environmental clearances have been broken out for the schedule as they can run concurrently with the design phases. 1. Preliminary Design Phase 90 2. Floodplain Permitting & Environmental Clearances 60 3. Final Design Phase 60 4. Bidding Phase 30 5. Construction Services Phase 90 Notional Schedule 1 Preliminary li esiyn Phase t V'is,*JpLdr°rQernwitthig1 84 iinOreiPriirrentM(ien,cnccc 3 IFinal Design Phase P Preparation of Contract Docurnents 5 iiur dh,u rf f hai 6 (onstraction Services Phase ��ii� PPea iGI��r1re � "�url�r�luiiw�ds i Page 31 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 Identification of Personnel, Subcontractors, and Task Responsibili Consultant's Response to Request for Proposal dated Alpir'il 17, 2025, Pages a .1.3 IIKey1116'°AiiuiiirmiiirIIII Matrix Team Organizational Chart Drew Beck, Pr,cFMl, PMP Dan Bare, Pt Kevin Lardner, PE i.A A LEA John Hottenstein, PE, (FEN Ryan DeGroot, Pt 'TASK LEAD Angus Campbell, PE Kevin Lardner,Pt TASK LEAD Joshua Eldridge, its Seymone O'Brien ff== rASK 1.[AEI) JR Bessie, PLS AleexAguilar,ns TASK IILIII':AC Nicole Schanel, pr Drew Defendorf, PE 3D V'isualization ■ CAD • Construction Management • Desktop Publishing - Document Production Drone/UAS - Field Services • GIS . Graphic&Digital Design The team that Matrix proposes for the project includes an accomplished core group of water resources, structural, roadway engineers and permitting specialists who have worked together on numerous similar projects. This group of seasoned and diverse subject matter experts ensures a well -coordinated approach that incorporates a wealth of experience and up-to-date knowledge of evolving trends and state-of-the-art methods in channel stabilization. The organizational chart below illustrates the anticipated roles of each of our technical team members. Detailed resumes are provided over the following pages. Page 32 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 INEEMEMEMENNUMMEM Education M.S. Hydrology, Colorado School of Mines, 2014 B.S. Civil Engineering, Santa Clara University, 2000 II IIr fees i In°ial if ui ur ioi n f11111 dof n Drew Beck Officer -in- hql ll)irew has a 111r1oire tha1C1 20 years of eingineeiing expeirience A,lh a'S "kCWe"1de IraIC ge of ei Ig'ilrlla."einir1g alblikfles, iind udblllnig torinCn dallralllllYnaage IYI11 Da:�Fa11111 ur 1y1 1Y'aa,U�,lla:: a alrnal.y.suis„ pir4 pairiA�.lon of diralllna ge Irf"poirL alnld coinP':a'l:IrnpS'.fioin doM,,uinllid':alll'ts, "'yIolrlrinwaaldpr IrlVla inaa�j�udl"nlleint ai,aalnllrlllllrng, alnid� n�url�ba y ° i alCn pva":k'�.d':Ir d Vp<allf„ modd"kingfahat Q'."Illcoirrlipausu�'s. be"af.IYna inaageiriI11611rt pirailicflla:aPsa'al d low Iln'I pactdeva"II.opirna"inl <alrllai'kllysll,s. He also has exlpd"IYlld"Ince oin coirnlpJex Illnlnegirated plydpjm: k II'd"yallrlllrng Inrllllaln:Ildfisd:Illphine `aCDlVaf:IlaDlls orll �,ocal and Ird".y'loinaal, scales., PaIY"alnlldDll int iin ink analysis is dalrnd ei ""taln(fing the Iintegi at vd aappiroachi Chat k I nd.d.k:ssary to solve waateir phed s aalle d hall nage and viateir quaahn.y probleim Y. Dird.w is the forlmer Board Chafir of thie Colorado Associaafioin of f loirlmpnaafer alrnd IIlloodpWin Malrna ears and is illrn :dlralalnm d4lrfadl wrlh Ms ddVldaraR"oin ChiRuatd"t in dira4iage, water quakty, andfloodl[auin nl(1,Ws. IIII IIII'��I IIII IIII, III'°"�u�4 IIII'° IIII, IIII�'�'P IIII IIII IIII IIII III ���u�IIV a IIII 01:er�o T"IIrIiIllladrtallrM arid Ili°°Jolllll StreetIlilea allllllna I (I IN I II ININ1lAl., (01 01iAI U Drew is the Officer -in -Charge for this partnership project between the MHFD and SEMSWA, which includes the design of end treatments at four existing culvert crossings on Otero Tributary and on Holly Street in Centennial. The design includes the removal of existing concrete riprap, design of new inlets, design of new headwalls, and design of cutoff walls. .. I')c'arlld is'tat»a Drallllraaage IIIirn 1prdavd.'arr entdd I COI 01a,A11n,a aaPRI NG'), r 01 01RAI 0 Professional Engineer: Arizona 466479, Drew serves as the Officer -in -Charge for this stream stabilization and floodplain reduction initiative California 466037, Colorado 448153, located along the Upper Templeton Gap Floodway. The project aims to reduce the flood risk at an Guam #2189 existing low water crossing that becomes extremely dangerous as flood waters spread across an active NCEES #54800 roadway. John has provided extensive coordination with project stakeholders from various City Certified Floodplain Manager (CFM): departments and state agencies. Proactive coordination will help streamline the review process for a #US-09-04545 complex project where various disciplines and goals from a variety of stakeholders intersect. Project Management Professional (PMP) t."rd'ttdalll°luvvocad Crara.dk. t;Illnanne.11l I dmlllaaulllafllli'tataiirrrpl I (0101RAID0 SIIfrIIIVC`,, C01 C!I1RAID0 Colorado Association of Stormwater and Drew was the Officer -in -Charge for the project which included detailed 1D and 2D hydraulic modeling to Floodplain Managers (CASFM), Former evaluate proposed alternative drop structure configurations. These configurations were evaluated to Board Chair design a cost-effective drop structure that minimized construction material requirements while providing stable conveyance of storm flows. Detailed modeling was completed to ensure that hydraulic American Society of Civil Engineers jump formation and energy dissipation were contained within the proposed structure footprint. John (ASCE), and Journal Peer Reviewer was also the task lead for the hydraulic modeling required for the Conditional Letter of Map Revision (CLOMR) approval process. This required careful coordination with the FEMA reviewer as the downstream end of the project included complex bridge modeling with several roadway and pedestrian crossings. Matrix f01l1l atellr ('ire6lld AfBlli) and IliIlrod.:dasdd Ilbased rd� s,t rati rn I GRAND COUIN IY C0101lAID0 Drew is the officer in charge for the post -fire improvements along Stillwater Creek which was heavily impacted by the East Troublesome Fire. A series of projects were identified to stabilize streams, improve water quality, and protect infrastructure. The first project, designed by Matrix, constructed an aquatic organism passage culvert along the mainstem of Stillwater Creek. The bottomless pipe arch culvert allows for fish passage through the crossing but also protects infrastructure and enhances forest access to the Arapaho -Roosevelt National Forest. Designing and constructing the culvert in a short window was critical to minimize the economic impacts of the possibility of losing forest access for recreation outfitters and other regional recreation access. The second phase of the project designed a series of Post -Assisted Log (PALS) structures to promote long-term stream stabilization and encourage beaver habitat. The process -based restoration project is the first of many planned projects in the Arapaho - Roosevelt National Forest to set the watershed on a post -fire recovery path. Page 33 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 INEEMEMEMENNUMMEM Education M.S.E. Engineering, Structural Engineering, Arizona State University B.S.E. Engineering, Civil Engineering, Arizona State University Pier f essloinal l ui ur ul in fllHati n Professional Engineer: Colorado #51209, Arizona #65955, Florida #91005, New Mexico #27202 M.ASCE #961763 Certified Bridge Inspector, National Highway Institute (NHI) Bpi Matrix Kevin Lardner J)roje nt Manager 11,,II Kwttlllllln is v/I:e IPIYe"sI(.Helrnt at. Mcati6x and Iltlllre^etoir (if: St.irnactulYaml SeI`v ces "Vae"Ithl 112 years of oxpeIYlle trice as as plrojeet. IrinalYnaa elr and lead stlrnndmi all erIiguiineQry'Ir'foii" 196dge projects alnd lnlspe4ctaloins at the c y, state, aalnd feefe'elraal. le':Cvds, He has mlalrnaged Irnui;l.1111nfl.l.IIoin ddU.a it pirojkl°C:at:,s iinvoMing Inniuidple a;staake"hepWelrss aalnld agencies, focusing olrn plroae:t:llve Irlsk IrlClllldgaat:loin to elaasulre pirojee is "stay olru :� chie duule and a,aait:IhiIIn Ibudget. As aa. load structural elYngpiinee ir, Kea. i11 has de''asllglrlle d a vaalVlle't:y of ve".inllculaalY" aalnlef pede"stlY"Ilalnl ialrldges, rainglllang firorn sn inglen""'"spaaln st:lrluet:ulres to col1nlple'"x miuld spalll ialrlldge°as over 800 feet [oing He Its alrn I I.HVVA National IIHighway Institute (IItVIIHII( cemlrtified Ibiridge lilnealpeetolr, Ihnavilln l illrspected InuoiremChain 350 stiruuctuulres tJNiouughouut:t:lhe Il lrolrut: Ilt«alrge,. IKev4i has aM Ipe irfolrined load IraaHillruffss for IVnils.ulfunneay and ra1IIIHIIH.aalry vehicles olra new aalr d e".7GIIrstllrng biridge s, eulra""sulYi ng a,ti II ctulraal IIInHegirfty and coirrIIp[Jaalrnce.. fis lle"aadelC'ship alrld techllrllll .A. e"xpel file e:eDIIIR,YIIR,YHeIYntty efilrlve" ",;Il c e"ssflui pIr4:D�e".e'a�: eDeate::eDlfl lez.",a. City and Com,vty of Deer°merellr I Illiunaar Structures lunalUoeaci un I Dl INVI:R, (.url 01RAI:M Kevin served multiple roles: Project Manager, Lead Bridge Inspector, and Structural Engineer for more than 150 minor structure inspections for the City and County of Denver. As part of the routine inspection cycle, Matrix was hired to inspect the minor structures along major waterways throughout the City. All inspections were performed in accordance with FHWA-NHI requirements. Kevin provided maintenance recommendations along with cost estimates for each maintenance item to import into their data management software, Infor EAM. iiry adaaa l.fridge 116a llam lmt.afions I /vI wv.v, acid (u10,l.)o Kevin served as the Project Manager for the rehabilitation of the Ward Road over Ralston Creek, Olde Wadsworth over Ralston Creek, and WB 86111 Avenue over Croke Canal project. The Ward Road Bridge required strengthening of the existing double -tee girder superstructure which had partially severed prestressing strands and section loss throughout. The Olde Wadsworth over Ralston Creek Bridge required removal of failing precast duct bank covers under the bridge and a new hanger assembly was designed to support the existing conduits and close off the duct bank opening over the entire span. Ceemnt14ll t�'laarllk m:aefeer&lle:alllo meet H��lillllirmg 4T I I)IIINVI R, ('.NCL ORADO The Stapleton Redevelopment project consists of over 4,000 acres of residential, mixed use and open space development of the Stapleton Airport. The Filing 41 project consisted of a 134-foot-long by 30- foot-span CON/SPAN arch unit with retaining walls, headwalls, and wingwalls. Kevin coordinated the design with CONTECH to meet both the pedestrian and channel needs under the structure. In addition to working on the structural design, Kevin oversaw the construction process by reviewing mix designs, material submittals, and on -site field visits for construction -related questions. fick rlilmeveir Ahr IH� urrme Illtoesee Strauctauireu^ Illn s111aoot°itarmtt and Ill.oad IlR afirigs III r.rrLORADO SPRINGS, ¢: (J I .(J 101DO Kevin served as the team lead bridge inspector and structural engineer performing inspections on six major box culvert structures for Schriever Air Force Base. Kevin coordinated with the Air Force Base to obtain access to the culverts on the base. The data collected during the inspections was used to generate load ratings for military classification vehicles. Maintenance recommendations for the culverts were provided that evaluated structural integrity along with safety considerations. rm'[ted States Aflr 1��orce Academy IIIP:tridgee II Insr)vn°t'iHoiriloo ouY°lure IILo ag Ratings I (()I.CJfo,i n0 SPRINGS, ('01 CaltrNl:)O Kevin served as the lead structural engineer conducting load ratings on large box culvert structures at the United States Air Force Academy. Kevin performed a detailed review of as -built drawings to perform the load rating analysis. Load ratings were conducted for both highway vehicles and military classification vehicles. Page 34 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 INEEMENOMENNOMMEM Education M.S. Civil Engineering, Water Resources, University of Colorado at Denver,1990 B.S. Civil Engineering, Water Resources, University of Colorado at Denver,1984 B.S. Engineering Technology, Louisiana State University, 1976 Pilrofessional Illegistirafloilif1111 adoirm Dan Dalllltl Ihas ovoil nut years of wateir Irk soualrces exlfpei Ilelrlice, spalnlnlling Ibotfll t:lhie Ipuulbll.11k: alnd Iplrllvatc °nectoirs" "fiss ext:elllssllve caalYeelY" ihats Illrnv6lved kaor'QkIiing Pn{kllthl valY"IIou s jjiui llrpPfllQlIoins, age IrIIP;:II@ s, a in pI'llvate devk'„ ilopeirs. Sk''"IrVlllrng as the iowin .IrgIi neeir for Castle (Rock alr'lld Q,a"Irna'Qlllniff lhl s eXIPeI'dd1us'I'." as a co nsnuilt:alru't: w6'tJhl in IrlruuuQtitlpie est.eelrned f6lrnlnlsu IDalnl has Ibeein itlus'turlunlnlelrntall lin ciraft:6nff kabalahell. a as ua Ira"'"',ut:k'alraa't:IlkaIYII IPQanlr'llm,u. l.i11n1dsn". lP.aalYna"',u Irekf Valllre IYn'na.t:lla'na.knna;s aa.u.uk..,s:all"aai"Irntn,a of aV°a"t,Q,anlr'llkf II IfICIIIPamk:t.ns <nlllld 't:lna' fkalrlrnnu laalloin of IYnlllt.11gaat.11olnl st.lraate pliers to a.Qlgin s eaairrlliles lily {a hl hl the mstnlllnlgk:ril Irk"kfaulllrei fic,int.sa of the U.S. Alrinuy Coirprs of [irigirweirs (USAt I[) 404 Ipelrunnit , Dain's calrn'ti 6lbnutilelrnas'to tlhue'Q"6eW ext:end'to k oinduuctinig iin deph alrialyses of (:Irualrnlriiel. ast.alk°ail.li't:y anlad seS°flllrneinif,t:IralCll"spolrt:kaapaaQ':Ilt:lles, IInlltegirailaspectsi ofsuccessful chalCnlael Irk""','rot,onat:llolrn pnGDject:s. Beyond IllnkfllvllduaQ, Illrnlltllaat'Ilves, IDaalrn has deirrIIRalrnrstlraated excelpt':Io naal leadkrynrallnlllp Iby git llkflllrlg teallfll."°s iin this deveiloplrinlelnit» of astonlinnraaatelr dnalllrnaage k;:lrllteirllaa IflnlaalYnP ,A!,,:Im for the f.11ty of Colorado Splrlling s aalnikf t.11uku IlkuuulYnta:alllru G:;Irkkk.lk Waatk'.Ir nlfuk'.kf Flood t:olrntlroQ au.lrud Gnceunavaa y Iltll°st:l llkw't:,. IlQllk^a,e nlruaalnuuails estaall'aQ.11a"ullll cirnJ➢k;llaaf .Pk:Phclk ies aalrnd de"sligi 1 �"ryIIIIIkQet 11 of naat:ll"ulr l chal ineilss„ geil'aat.11oYn lrinto slat, p p n " r as Illruk:kalrlpk;P�Y'a't.ulrna„ nnlluannannn vcf t to t'rbinQ.uxaaltllkutn IfalraaQ tlkakamtu IlDaalrn"^� racaaft:fn a'f'" k':x, k:lruk.lskuk: arid unwaave 16ing d4caatalonn cornt:Iiniue to shape the Q.and"saaNpe kn'f water resources rrllaainaSfMfk:"nI11eint;" t� a,aurlutailn (,'iranralk. Rest rntfa)urm at l'ff llm ay tl"D I Ial1l I,10, Yrul Oka() The project included the evaluation of flood culverts and sediment transport analyses and the design of guide banks to protect the Highway 47 Bridge over Fountain Creek for the Fountain Creek Watershed Flood Control and Greenway District (FCWD). The project goals included the repair of damage from the June 2015 flood event with a peak flow of 18,000 cfs and the restoration of natural channel functions. il'�aa,Airitaf ra A;ur milk Blest rats rm at Barr IIIl''lanrrm°nl I IIJI I',I f1 3;;r UIN IY, COI C)RAIDO Professional Engineer: Colorado #22205 Dan served as the Project Manager and Lead Designer. The project's two phases include two miles of Colorado Association of Stormwater channel restoration on Fountain Creek, costing $10 million to construct. Phase 1 is complete, and Phase and Floodplain Managers (CASFM) 2 is scheduled for completion in Spring 2020. The project involved the evaluation of stream hydraulics and the design of bank stabilization methods using large rock and toe wood. The project represents a unique recycling effort by using over 1,600 logs harvested from the Spring Creek Fire burn area for bank protection in Phase 2. Bpi Matrix 6' m,aa', la lllio Ill.eireai��a tDiirena� ding aridIlaafrlit. rliaarlicq,��Flirrw„jent I NY 131 G r.GI01ttrl(('( The purpose of this Fountain Creek Watershed Flood Control and Greenway District project was to reduce the risk of flooding along Fountain Creek and extend about 1.6 miles from the confluence with the Arkansas River to 8th Street in Pueblo, Colorado. The project included plans and specifications and construction observation to remove sediment from the main channel of Fountain Creek and to remove excess vegetation from the creek banks and levee. A hydraulic analysis was completed for a floodplain permit and to evaluate anticipated post -project flood levels. tfrelulnrmy Caallramlllm Ilrrndilk tDraflllrma et'taarafrm IINllaarmrmfrm S't uidy I C01 Olti 1DO r,IaIZIIIVGS, C0101RAI O Dan worked with the developer's consultant, El Paso County, and the City of Fountain to evaluate alternatives and complete a basin plan that is estimated to reduce overall drainage costs in the basin by 20%. He initiated an amendment to the project scope by the City and Colorado Springs Utilities to evaluate new hydrologic procedures that allowed for reduced costs. These analyses included bankfull capacity, full -spectrum detention, and rainfall -runoff calibration using NEXRAD radar and stream gage data. The analysis resulted in the introduction of a new methodology for designing and placing detention storage ponds and adjustments to rainfall and basin parameters resulting in more realistic estimates of rainfall runoff. Page 35 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 INEEMEMEMENNOMMEM Education M.S. Soil, Water, and Environmental Science, University of Arizona B.S. Biosystems Engineering, University of Arizona Wildland Hydrology (Rosgen) Level IV Natural Channel Design, 2022 Wildland Hydrology (Rosgen) Level III River Assessment and Monitoring, 2021 Wildland Hydrology (Rosgen) Level II River Morphology and Applications, 2018 Wildland Hydrology (Rosgen) Level I Applied Fluvial Geomorphology, 2017 Stream Mechanics, Function -Based Framework for Stream Assessment and Restoration Projects, 2017 Kleinschmidt,1D/2D Modeling with HEC-RAS,2019 Flilrofessioinal lRegi ilioin / A ffillli ati o to Professional Engineer: Colorado #59168 Certified Floodplain Manager (CFM) #US-22-12195 Matrix John Hottenstein [lydrology & liydraulics Task Lead jdh1lm has a dhelpt:llu of exlpelr erode iin huydflrauuhc ImodehlY g and dalpoin chua inaell. c:dalnvoyalnce dfesli In focused dale Inaat:uulraal. d.haalnlnel. Ire stoilat':ioin. He has s71."Ise,"7sed In" des of st'Irealn'll coil"IY"Idoirs tdW"Ilt.hl a fdul'lictioin based st.Ireanlrin an°a°id"ausirneint. <alplpi oa"chl to 1ideinh.11fy,"adSlurces ofcle liradat.Ioin and targeted re;a'loira't:Iloin appireachd''s. IIIIs expel 1eince with a val"Ild!'a'ty of stirealm Irdsalidtelra't:Ioin appirduaches, aliidn&a s hulnn to evaluate line IplydnJect: goals and dulbJectives to uudhze the Imost : allzllzlroplruate stirealydn rest:ddlraa'tlleln "stlratogy. Johlllnl stI Iiv s"p to focus oin the a s pe p"imelY'nt for how an sped Ilf c stlreaalnnl d"lillaalnlrlleli. has Inat.uulraVly evolved) aalndl vulheIre its fuutnulre couulrse Inrllaay go. Channel ulmlplydnveulnelruts caaln be t.lheln taalrt etedf to Inaat:uulraVly work w tlh the Ipowelr of the Irlivelr aalndf help develop a stable dd:naulrse Mat pirolects eAslilrig IllnflraasLirllud.t.11uire. IIII IIII ICI IIII IIII ����, IIC'°���� IIV°°° IIII �. IIII°° IIII IIII . IIII IIII u�IIV CIIII t°laµs Vista ttllrslamnfetmnzllravmmnzllats aPRIINCIS, C01OIrAIIn"' u John serves as the Project Manager of this stream stabilization and floodplain reduction initiative located along the Upper Templeton Gap Floodway. The project aims to reduce the flood risk at an existing low water crossing that becomes extremely dangerous as flood waters spread across an active roadway. John has provided extensive coordination with project stakeholders from various City departments and state agencies. The proactive coordination will help streamline the review process for a complex project where various disciplines and goals from a variety of stakeholders intersect. t.)amrss lU"'a at Dr,reeR11 yaaflert Assess,'aellrml (101 C}ItADO °a111d NCi`'r, OD1 01RAfDO John served as the technical lead for the hydraulic evaluation of an existing culvert in relation to current hydrology methods. He utilized hydraulic modeling tools to evaluate headwater elevations, overtopping discharge values, and hydraulic conditions within the culvert in relation to existing drainage criteria. John then led the alternatives analysis evaluating different culvert configurations that could be implemented to meet current criteria. This included designing to constraints from existing utility lines that limited potential dimensions of proposed culverts. John worked City staff to review deliverables to make sure they met expectations and provided staff necessary information that could then be utilized in their overall Capital Improvement Plan. O'ae ed'ad'ae ( III e'aek St°Ilyd'i!"aarrii Stnakallllllxa't dauo I drll.Cl1aAIK) " IRIIINWs , C 01 011"/A1IDO John serves as the Project Manager for this stream stabilization project located along Cheyenne Creek. The project proposes the construction of two small sculpted concrete drop structures across Cheyenne Creek that will provide vertical grade control and protect adjacent utility lines. John was the senior internal reviewer to evaluate the 1D hydraulic modeling to evaluate no -rise conditions within the project. John also coordinated the detailed 2D modeling at low flow conditions to evaluate fish passage concerns across the proposed drop structures. Detailed 2D hydraulic modeling was developed for Cheyenne Creek to evaluate depth and velocities at low flow to evaluate fish passage potential. Cea'tt.aaa"'a (m)dh Creek t,haallrallrel Relriiaibilitaiitioin I C01 ClfaADO °+1`ftlllNGS, ('01 ORADO John is the project manager for Phase 2 of the Cottonwood Creek Channel Rehabilitation project. He is responsible for coordinating the detailed 1D and 2D hydraulic modeling to evaluate proposed alternative drop structure configurations. These configurations were evaluated to design a cost- effective drop structure that minimized construction material requirements while providing stable conveyance of storm flows. Detailed modeling was completed to ensure that hydraulic jump formation and energy dissipation were contained within the proposed structure footprint. John was also the task lead for the hydraulic modeling required for the CLOMR approval process. This required careful coordination with the FEMA reviewer as the downstream end of the project included complex bridge modeling with several roadway and pedestrian crossings. Page 36 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 INEEMENEMENNUMMEM Education M.S. Civil Engineering, Colorado School of Mines B.S. Civil Engineering, Colorado School of Mines Plilrofessloinal lReg i ur oin „ f'f 11IIl t i uri Angus' Task Lead CampbellStructural Services IL,,;II Aingi.is iS a1 Ial0flV0 Of Wro lra do and has exteIll,"shie kinouviedge of Q"Irllglinek""IYling Ilap4pijes C"IIr7t a116 se Acing the l"Yi eornt. Range aand the cornce,"rnl s of regi orlal ."rtak..aaha°aldoi" "s. Angus has birY a'il,ge clesllgilYI e"'xpeelrlle ince Iraalrndirnzf flreolrlCn Inrnuultll °spaal 11 ve11111icua l.aalr Iblrlidoe s to loing s�lpaalnl Ipeedee St1 Ilraln sti Victulres. IHe aalso has urndep�thi kino leee:ge el,st:ruuctuuraal.aeaaalls aruel draaurnap,e aatrllucl ures lineauidngflexoble and n'Ilgid e:uul,veelr't:s Angus Ilan an W HII celrt.Irf'IIed bIrlldg e Illnl,speQaaoir al lel team leader and has inspected huulrndireeds of structures valryiing lilnl size aaind eoimpllexilty. He Ireeguulalrly Iplrovleles detaaderd makllunteelanalncee Iree(:olrinllme"Indaat.11eolnis, cost. eembt:lluallate'.s, alrnd construction adirn4dsulafioin se"Iry ce s for deesligin and IIlnspe"e:H:Ileoln plrojeects. fdterar Cu'uuNeirt IReralhuraVlallllllt disarms l 0 IN I I N IA1, col .01RA O As the lead inspector and structural engineer for the Otero Culvert Rehabilitation project, Angus played a critical role in ensuring the successful delivery of the project from design through construction. He led the structural assessment efforts, evaluating the condition of the existing CMP culverts and contributing to the development of site -specific rehabilitation strategies that prioritized durability, constructability, and cost-effectiveness. During construction, Angus provided on -site inspection and oversight, leveraging his knowledge of CDOT standards and ensure compliance with project specifications. Professional Engineer: Colorado #60257 ) IMivucmur Rtru tllrur ' Irispectioris ri- aN I 01 I`CUI lk, C:;u11 r)R/wO NHI Certified Bridge Inspector Angus provided structural inspection services for the City and County of Denver for three inspection NHI Certified Fracture Critical Inspector cycles. During this time, he inspected a wide variety of structures ranging from pedestrian bridges and box culverts to a historic livestock bridge crossing the South Platte River. Because of the significant Structural Engineers Association of variety of assignments under this contract, Angus became intimately familiar with CDOT and NBIS Colorado (SEAL) coding guides, as well as common deficiencies found throughout the Front Range. Along with detailed Rocky Mountain Water Environment inspection reports and sketches, Angus provided comprehensive repair recommendations and cost Association (RMWEA) estimates for inspection findings. American Society of Civil Engineers Branmar'u & Illrrrnacc) 11r°r C ulrr ulrt I I)1 INVI R, C01 OlaAfN (ASCE) Angus provided design and construction administration for the highway loading upgrade of this 20ft Technical SI(ills wide by 5ft tall cast -in -place concrete box culvert. Construction contract administration services provided included comprehensive review of reinforcing, crack injection, and waterproofing for the Magnetic Particle Testing culvert. Through his in-depth knowledge of historic culvert construction and ability to craft repairs for challenging settings, Angus was able to aid in seamlessly tying the new section of load rated culvert Dye Penetrant Testing into the existing culvert on each side to ensure a robust solution for the client and jurisdictional UT Testing approval from the City and County of Denver. AASHTOWare BrR Load Rating S Ii oalnm'a I..alke Stormmr zmt 'r VaWt lraallpectlounla I ICI INNI Ra Coal 01kA CO Angus was the project manager and lead inspector for the structural inspection and remediation of a system of underground stormwater vaults. This project included providing detailed inspection reports and repair recommendations for multi -cell, precast vaults, and single -cell cast -in -place vaults. To accomplish this, Angus coordinated multiple stakeholders, helped facilitate the bid process, and provided quality control though construction. ElPlaso CoqAnty ADA('mrarrmr4iamrice I I I PAY) (10HlviY,r,��lr�1a�r:uc::u Angus played a pivotal role in this project, offering his technical expertise and actively engaging in extensive data collection in the field. On the inspection side of the project, he meticulously surveyed over one hundred miles of sidewalks and evaluated hundreds of curb ramps and crosswalks to assess ADA compliance. On the design front, Angus brought his construction knowledge to the table, expertly guiding the modification of existing structures and crafting structural alterations for ramps, guardrails, and areas with structural conflicts. These efforts were instrumental in guiding ADA compliance for the Matrix 0 entire inventory and ensuring an accessible and inclusive environment for all. o Page 37 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 INEEMEMEMENNUMMEM Educatloin B.S. Theory and Computations of Chemistry, University of Kansas l ul° f essioirial Registrafloiris/Aff Elliatioin Professional Land Surveyor: Colorado #38576, Kansas 41556 National Society of Professional Surveyors (NSPS) Professional Land Surveyors of Colorado Kansas Society of Land Surveyors Bpi Matrix 1R Task Lead BessieSurvey/ ROW Clearance Y I D. has ovoiY 25 years of expeiriolrlce as a l alY d suirveyor, cQalfl(aplQ."Iffi'einted by extein4pive expeirieince in coinstlr'nan::'tloin aalnd elYntal't:leinnnslY'll't. Ellis nxpeirt:ise Illrllel,nades l'ii ' °IX s g and Ilat:lll.izing' exllTat.Illnh' n� n n n c a ux� an,;n w nil n„,,,m condit:llnains data to support. eingiiineaelrllnnnu dean",viigiYn plroj(:cts, pnepaalring lopoD raaphilln':al., cointiroi, and cirauss .na?a:l:Ila: in suirveys. JR aalla' o speciallhze a Iiin Iplrepaal llnng lama suit bey Il)Ilaals, ea°auP".IYrlla."IrV'ts, la"fu.'a l mace' ci llln'l:Iloin sm and Q:a'tllier plro'J''essioinal laalnd suirveyli nig servlln'e n°Ja cuirrllenllt,s. With over 10 yea'alrs of pirojec't. Innalrnaageiiirlein't expel Iln°Inice, Jlt nlnlaannrages plranlea:as firoim linitial, coinllracl thllroughl *aucce"ao,sfi ll. oelniiplefloin. Ihllilmm Ire~alpoinsiilbiilities iincl.nudrn rbclle(fiulliin p and coordinating all field a ctivit.iios, oelndnaa` ing II"slain roviews, Iperfoi nniin g field snalplpoirt: calculations, and overseeing Ibudgot. Irevlie&antra aannd IlnnvaallQ: ind. N114 IIII Baaaeline Nair llhn l'll n,k I Ill(a n�aal calllltarii kills llr'Jet; 1131ROONI'III I It, (.CL.r 1RAID0 JR serves as the Managing Surveyor for these projects, overseeing data acquisition and processing and field coordination. The Baseline Metropolitan District projects incorporate all major elements of modern engineering design, civil development, and construction. Matrix performed the design services on most of these projects. The surveying services provided include engineering design support, survey document preparation for entitlement issues, and construction staking. JR has performed all the field calculations for utilities, boundary corners, roads, sidewalks, and other construction features. He has prepared many exhibits for the platting and re -platting process. The projects range in variety from single-family residential design support and construction to creek redesign support and grade staking. Notable projects are: West Sheridan Residential Sheridan Parkway Redesign W.160th Avenue and Sheridan Parkway Redesign Huron Street Redesign Preble Creek Redesign Preble Creek Sanitary Extension Mma°arac�haac�ay Stnaticpirn I eclercelllc:sillpii ent I DI INVI R, C010IRAI)0 Denver Broadway Station is the Mile High City's newest master -planned district. It is located at the southern gateway to the City's central business district, and it is the largest Transit -Oriented Development project in Denver. This high -profile, close -in, urban renewal area is expected to play a key role in the future development of Denver. It is a follow-on to the celebrated Denver Union Station and Riverfront Park districts and is the result of a successful public -private partnership between the City and County of Denver and the Broadway Station Development Company. Broadway Station, being the redevelopment of the iconic Gates Rubber Factory, is a multifaceted project requiring Matrix's survey group to prepare ALTAINSPS land title surveys of the property, followed by multiple plats to facilitate the new vision for the property. Matrix survey crews have recently finished supporting the construction of the utilities and roadways within Broadway Station Filing No.1. DalU ka St:oreet Con str uia:tiaara I DI NVI k, (101 rtl AW) This was a CDOT roadway redesign project, by an outside engineering company. JR and the Matrix Survey Team used the approved construction documents to create various files needed to perform construction staking. These tasks followed CDOT's many requirements, including reporting. JR coordinated with the field crews to routinely provide cut/fill sheets and existing conditions exhibits for RFI procedures. Page 38 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 INEEMEMEMENNOMMEM Education M.S. Restoration Ecology, Colorado State University, 2008 B.S. Natural Resource Management, minor in Watershed Science, Colorado State University, 2005 P ilr f essioinal 40-hour Wetland Delineation Colorado Riparian Association Society for Ecological Restoration �� Matrix Joshua T.k Lead, Eldridge Environmental Clearances JosIhua is a seinoir 6."caDIIogM Waw"IItII"II 20 years (if: exllDeIYIIeIY11ce, lIrnS Iliu(flnig 18 years as a in e (gllogllaA. consultal11t, Joshua is as systelnnao°"'l.e°xel t'.h61nkcir thlat bl"Illrngs cuntding (Ago ecolotllldal.. expe irfise to pl,alnalllnfal d deMifn projects fodAised o1in cireating funcfolral alnd re u4"rtpubc spaces, foir all to e'Initepy. le :pipe"da hze.s in Ja ind scapew Ire° toi aktloin and adaptive ve? Ilfna inappe i rile."Int "'p°u"4h ap pall) tIIG ilflI.air eimpbass oin blo hlk deefe af plroaches to ivelelng readieint a dnantpiabefllplaf. coinnlnnu innifles aaftllnulru uulrlbaalrn sys elrlrns aalrudi the w ll.aflaalndl" uunlbaaln Illrnlelrfaee. Iliun'k extelrsa ive edoll.owdplldaall. exlrpdalr eince linrluudes Ilplroject Inrnalruaa.genlneint: or coluulplexa Imulti year Ilplalrllnllrlff aalrudi Iredfe vealollnplYnne int. pnojedt.rua opeln space assessinne int anndi dde pignn, Illnnnovaptlive tolrirnwaatelY II'Inalrnaaafe"nlYnelntstirabeglles, st:lrexiaalm Irestolrat:llolnla lrelllltllgatllonn Iplaa.Irnlnlllrna„ alrlldi dle°,aligina a ssessinllelnit of &fll"nt.ualrlpedf Irlllpa i6a in anduaplalinei rt• am' aI! syslelms, IfplaalCllt colminrnllplrllllt:y ddepuliginla aalnldf &Mwde't[a and (Jehine''aatllolns and IpeIPlYlrlllltt:lllnitl. IlIig IlfDry C ire.ee.elllc Strerr°n Sta'alilbilllilizantirarlll I ARAI'AI 101COUIN IY, C i:pl.ORAl'1O South Suburban Golf Course contains a portion of Big Dry Creek, which is severely incised and overtops golf cart crossings frequently causing closures, safety concerns, and continuous maintenance. The stream was split into eleven reaches and were assessed using the Mile High Flood District's USAP. Five reaches were prioritized for restoration, stabilization, and stream crossing improvements and were taken through final design. Joshua led the ecological assessment and design approach with a team of wetland specialists and wildlife biologists. This included collecting USAP vegetation data and aiding in the conceptual design phase, conducting a wetland delineation and Colorado Stream Quantification Tool (CSQT) data collection, working with the project team on ecological design elements including the revegetation planning and soil amendments, and obtaining a Section 404 permit from the USACE. Joshua and the Matrix team oversaw construction for design elements related to revegetation and are now conducting post -construction adaptive management. (o alll Creeilk. IIR° xt r Pic)nn Design I k1l�, Call GIRAIDO Joshua served as the ecological lead for the assessment and design of a portion of Coal Creek through the Town of Erie — portions of which have become channelized or constricted due to local development, causing flooding of homes, roads, and businesses. Joshua led environmental site assessments, including analyses of site soils, vegetation, tree health, water quality, and habitat fragmentation to inform restoration efforts and design improvements. CtcmAtllhn Vllatte Riveixiourlu allrnd IruoFAeruo lllrnttic)n Plain I ADAM k rt)I.IINIY, d.rpl.ORAIDO A coalition of municipalities is currently developing a long-term vision for the South Platte River Corridor. The goal of the SPR Vision Plan is to create a more connected and ecologically functional river corridor for all to enjoy. Joshua served as the Ecological Task Lead as part of this multidisciplinary planning effort. Joshua and his team utilized the landscape typology process developed earlier for Adams County to assess the vegetation communities within the 17-mile planning area that extends through Arapahoe and Denver Counties and into Adams County. Joshua assisted with public outreach, stakeholder coordination, field assessments, analysis, and preliminary recommendations for the target areas. The next phase of the project is to develop specific plans and designs for the identified target areas. ewllticel c.erilJ f anding t�� gi ��swt'tnn caluam Ilt x care�ation I DI INVI k, (01 eY1RAI: O w y lllprtf°aa�� af:e°cw�cw nc;na� aC2e.��n ar Joshua served as the ecological project manager leading the ecological restoration strategy and design development for the restoration of the Montclair Creek outfall at Globeville Landing Park. The design approach is based on the ecological functionality of native streams and rivers and integrates the needs of the local community and National Western Center. Joshua helped develop the channel design over an impermeable barrier, including construction details and specifications for channel substrate, growth media, and plant community composition. Joshua and his team have also provided adaptive management monitoring and recommendations following construction. This project won the 2019 Business Achievement Award for Ecological Design from the Environmental Business Journal. Page 39 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 HEMEMEMEMENNOMMEM Nicole Task Lea Schanel Utility Clearance II,,II 1c6lle is a dRyPI1lzMll1rlic, ciritical tIlllllrlllkii g eingiinceir aMWMlll:lhi ovelY 10 Mears of 1 it ogire'a"nive 4;IIvd. e11fpi1lecinirng expoi nelrnce with piriva to alnd puuhlllc sed'toir clients. As the gyelrnelral. civil elYnguneelrllrn t:aaalk. lead„ she blrillr gs solid Iplrovelnl e 1pelric:^Irnc'e Meorlkiing MMUMlitbilri the Cii y of C.dbIIloira do Splrilrlgs, MuMMdnlrlk ing with the Ireguuia�toiry 3i„u.uide hires, and Ihlauvlilrug Ilud"p^dlitive Iremiaa�aaolruslhuilps eMitlh 1.ky staff. IILUIid:dnWs &verr d ddauxiIrbackground leinda'to dare<'dvein"MMIIn unn'bdns rdgaI dIICm'leahinkrl de ul?lV'h'or site plraadhiinga Iroadway, d iraiinage, zaindh VMn.11l.lty dhd'sigirn. IIII IIII i���� 1114 IIII ����� III'y�uIIV "'IIII°°° IIII "IIII°°� IIII IIII IIII IIII C. IIII i.� Irails eat°Aapaerlo IIVRmrpge I I I IIASO1,OHN I Y (010101.')fl li"ducatlloin Nicole oversaw a team of engineers to design this 12-inch waterline to extend from the Trails at Aspen Ridge Filing No.1 development approximately one mile to the south. The project included a MBA University of Colorado, replacement of an existing 6-inch waterline and coordination with temporary waterlines to ensure all Colorado Springs users do not experience any service losses during construction. B.S. Civil Engineering, � rIntlerllcllept lio `,I�IdIame d:(71(alaAl's Colorado School of Mines ThelnNlorthernll Mllolnummre1nent nt Creek Interceptor aVGI 30-36 p ch diameter proposed sanitary sewer Pirofessi III"maul main stretching approximately 11 miles, beginning at the Tri-Lakes Wastewater Treatment Plant and Meg l llr 111 lllln „ ffil lull t.11l llr"In5 running to the south until connecting to a Colorado Springs Utilities' existing interceptor at the Interstate 25 and North Academy Boulevard exit. This 30% design effort included coordination with Professional Engineer: Colorado #52434 multiple city, state, and federal agencies including Monument Water and Sanitation District, Donala Water and Sanitation District, United States Air Force Academy, City of Colorado Springs, Colorado Springs Utilities, and the Environmental Protection Agency. Multiple creek crossings were encountered and designed with aerial crossings to minimize environmental impacts. IVReagaliiiio IIR. III°llcihi i lllauxter IIDeeiloprviielnmt: IlDrainage Ili'llllaaiiiin I ('01,012ADO SPRINGS, An approximate 225-acre development located within Colorado Springs that includes industrial, commercial, and residential uses. As the Senior Design Engineer, Nicole analyzed the drainage patterns to include both onsite and offsite flows, as well as existing and future uses. Close attention was paid to ensure that the design was in compliance with the City of Colorado Springs Drainage Criteria Manual as well as all historical Drainage Basin Planning Studies that included the site. The large acreage of the site required multiple detention and water quality ponds in series. Modeling for these ponds was completed using the EPA's Storm Water Management Model software as well as HEC-RAS flow analysis for offsite drainage per City criteria. Cottages at k d;)d;)drgYmdii ir'lll I leigilhll'ts I M 0.1,)1dADO SPRINGS, ( 01,01RADO Working as the Project Manager for the Cottages offsite watermain construction, Nicole coordinated the design between Colorado Springs Utilities, City of Colorado Springs, United States Army Corps of Engineers, as well as other consulting firms. The project includes multiple directional bores and a crossing of Sand Creek. Coirdlemraa and II i3diriaargeate C irdadad sing Deiielllraprrnemrm'trd &. 11irmlerr'lu l3ouievard IF;;)r'ter°mm'wI oliin r101 C: kADO ,RAIN( , ('01 ORA1; O As the Project Manager, Nicole was instrumental in creating a cohesive design between filings including horizontal and vertical design of roadways for 1,000 acres of land for the Cordera and Briargate Crossing developments located in northeastern Colorado Springs. The area is part of the 9,600-acre Briargate Master Planned Community. Work has included extensive infrastructure master planning for the site as well as detailed cost modeling and design. Specific projects include multiple single-family filings, the extension of Union Boulevard (principle arterial) with a pedestrian underpass, multiple high-level drainage reports and associated storm drain, water quality, and detention design. Matrix Page 40 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 pupO'"ulo. )IeIJDL cud VI"ansportndtItl.bVi((4J]1101 p',yii .. ,S t, oIdulf�¢nir..VV�I,^V"^;�:���a�VVIV�'��^V"uta� guma„eim(: ut II 6fect ry e Jiuhv Ili°u...202yy�p„ ,ry,�iulIld U ':III. Dept, II Iall�oi pllIrr�Vy II"ry:) l(Alii Il\/IiuIJIIMUIM,, 1 /n3 ti -,„ C() )u � do ... ., .(.��n nei 4,�tll use IIY,4on Mnitl„I14p�'�.��4 ..'l 1 N u�^I,�'�.��N�f��NN8) ., .,.. ... Excerpt from Request for Proposal dated IMairclh 25, 2025, Section 1.0, Attachment ID, and Attachiment E I.O.L., C D:.).. LO CI III.AGENCY C ffIl. FU ):) III..) .). S AND UI ): A D AI .).. G @::: III:` IB L) SIN@:::: gym) ENI..).E F FI FUIIC::: M:m::( UMENAENI.. The following requirements shall apply to FHWA-assisted contracts. A. Definitions 1. B2GNow. Web based platform utilized by CDOT to track Civil Rights compliance (DBE/ESB participation) and prompt payment requirements on its contracts. The Consultant will use< this platform to submit Utilization Plan(s), Subconsultant and Supplier/Vendor information on the Contract. 2. CDOT Civil Rights. The CDOT Civil Rights office that assist with the contract and prompt payment requirements on contracts. This can be in either the region or headquarters.Civil Rights and Business Resource Center (CRBRC). CDOT's Civil Rights office at Headquarters. 3. Commercially Useful Function (CUF). Responsibility for the execution of work by actually performing, managing, and supervising the work, as described in 49 CFR Part 26. 4. Commitment. A portion of the Contract designated by the Consultant for participation by DBE firms. The DBE firm(s) are included in the proposal team for participation to meet the Contract Goal. Commitments must identify the work to be performed by the DBE and include the percentage of the contract committed to each DBE firm. Commitments are measured at the end of the contract and are calculated by the actual payments to a DBE firm divided by the total payments made under the Contract. 5. Contract. Agreement between the Local Agency and the Consultant, whereby the Consultant will be compensated in exchange for providing Professional Services and ancillary services. For purposes of this document, the term "Contract" refers to an individual, executed Task Order for an On -Call Agreement or a Master Contract (overarching agreement) for Project -Specific and Program -Specific Agreements. 6. Contract Goal Percentage. The percentage of the Contract established by CDOT for reasonable participation by DBEs and stated in the invitation for consultant services. 7. Consultant. An individual, firm, corporation, or other legal entity with a direct contractual relationship with the Local Agency's solicitation to render Professional Services and ancillary services. 8. Disadvantaged Business Enterprise (DBE). A Colorado certified Disadvantaged Business Enterprise listed on the Colorado Unified Certification Program (UCP) DBE Directory at www.coloradodbe.org. Page 41 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 9. Emerging Small Business (ESB). A CDOT certified Emerging Small Business firm listed on the ESB Directory at www.coloradoesb.org. 10. Good Faith Efforts (GFE). All necessary and reasonable steps to secure the necessary Commitments to meet the Contract Goal or other requirements of this contract, which by their scope, intensity, and appropriateness to the objective could reasonably be expected to fulfill the contract requirement. Guidance on Good Faith Efforts to meet the Contract Goal is provided in 49 CFR Part 26, Appendix A. 11. Local Agency. The City of Pueblo. 12. Professional Services. The practice of architecture, engineering, professional land surveying, landscape architecture, and industrial hygiene as defined in Colorado Revised Statutes (CRS) 24-30-1402 and 48CFR Part 2. 13. Reduction. Reduction occurs when the Consultant reduces a Commitment to a DBE. A Reduction is a partial Termination. 14. Subconsultant. An individual, firm, corporation or other legal entity to whom the Consultant sublets part of the contract. For purposes of these requirements, the term Subconsultant includes Suppliers/Vendors. 15. Substitution. Substitution occurs when a Consultant seeks to find another certified DBE firm to perform work on the contract as a result of a Reduction or Termination. 16. Termination. Termination occurs when a Consultant no longer intends to use a DBE firm for fulfillment of a Commitment. This includes, but is not limited to, instances in which a Consultant seeks to perform work originally designated for a DBE Subconsultant with its own forces or those of an affiliate, a nonDBE firm, or with another DBE firm. 17. Utilization Plan (UP). The documentation of Subconsultant and Supplier/Vendor participation on the awarded Contract. The Utilization Plan details all Subconsultants and Suppliers/Vendors included as part of the proposal team and Commitments by percentage made by the Consultant. The Consultant must submit the Utilization Plan within five (5) calendar days of receiving notice from CDOT's B2GNow system. 18. Vendor. Participant on a CDOT contract that is providing services not considered to be a Professional Services as defined in Colorado Revised Statute 24-30-1402 and 48 CFR Part 2. A vendor would provide Non- Engineering Services (i.e. Geotechnical drilling, Public Information/Relations, traffic control, etc) and would not be overseen by a licensed engineer. 19. Work Code. A code to identify the work that a DBE is certified to perform. A work code includes a six (6) digit North American Industry Classifications System (NAICS) code plus a descriptor. Work codes are listed on a firm's profile on the Colorado UCP DBE Directory at Page 42 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 t s. (/ q _ ..db�rstelrn.com Z.The Local Agency may include CDOT in discussions for clarification. The consultant may contact the Civil Rights and Business Resource Center to receive guidance on whether a work code covers the work to be performed. B. For additional information please refer to CDOT's Local Agency Civil Rights Guidelines for more information: hit.V�.. f/...nr rrnr.gc p :.g rrr l uusi�n ss/ uyiIUug gm.p�..is aUp:(.::��Uvu e, vervi_ew. 10.2. �' C UDC C� �U Ill U .l..IUC . ICUICI S�.JBC`"' � II.l..� . C,..I..�NG � EQt,. �� EIE I_S The following requirements apply to all contracts and subcontracts on FHWA federally assisted contracts. A. Non-discrimination. The Consultant, with regard to the work performed by it during the contract term, will not discriminate on the grounds of race, color, or national origin in the selection and retention of Subconsultants, including procurement of materials and leases of equipment. The Consultant will not participate either directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. B. Civil Rights Act of 1964 Title VI. CDOT, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 US.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that for any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. C. Consultant Assurance. By submitting a proposal for this contract, the Consultant agrees to the following assurance: The consultant, sub recipient, or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract. The Consultant shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT assisted contracts. Failure by the Consultant to carry out these requirements is a material breach of this Contract, which may result in the termination of this Contract. Such other remedy as deems appropriate, which may include, but is not limited to: 1. Withholding monthly progress payments 2. Assessing sanctions 3. Liquidated damages 4. Disqualifying the consultant from future bidding as non -responsible D. Prompt Payment. Payments to all Subconsultants shall be made within seven (7) calendar days of receipt of payment from the Local Agency, or no later than ninety (90) calendar days from the date of the submission of a complete invoice from the Subconsultant, whichever occurs first. The Local Agency will assist in enforcing the Civil Rights Requirements outlined above as well as prompt payment as outlined in 49 CFR, Part 26. If the Consultant has good cause to dispute an Page 43 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 amount invoiced by a Subconsultant, the Consultant shall notify the Subconsultant no later than the required date for payment. Such notification shall include the amount disputed and justification for the withholding. The Consultant shall maintain records of payment that show amounts paid to all Subconsultants. Good cause does not include failure to timely submit an invoice or to deposit payments made. The Consultant shall electronically submit prompt payment audit reports in B2GNow by the fifteenth (15th) of each month through the B2GNow software. If no payment has been made, the Consultant shall document this in the prompt payment audit reporting. E. Subcontract Terms. Parts A-D of this section shall be included in all subcontracts or other agreements for the performance of work on the contract. 10m3, C(. I .j..R..Cj.. ."O MI'l M lZ IN T At the time of initial proposal, the Consultant must make a contractually binding guarantee to meet the Contract Goal in accordance with 49 CFR 26.53. A. Affidavit of Small Business Participation. The Affidavit of Small Business Participation is the Consultant's contractually binding guarantee to meet the Contract Goal or make Good Faith Efforts to do so. CDOT's Affidavit of Small Business Participation form must be submitted with the Consultant's statement of interest proposal. Failure to submit the CDOT Affidavit of Small Business Participation form will result in the Consultant being deemed non- responsive and ineligible for award. The Local Agency will copy the top preferred proposals to CDOT's Civil Rights and Business Resource Center (CRBRC) for approval of CDOT's Affidavit of Small Business Participation form. This form includes the commitments to meet the DBE goal. B. Contract Utilization Plan (UP). Once the contract is awarded and the Local Agency receives a signed contract, the Local Agency will submit the Local Agency Professional Services B2GNow Contract Information form for CDOT to set up the contract in the B2GNow system. Once the contract is setup in the system, the Consultant will receive a notice from CDOT within five (5) calendar days of selection, to complete and submit a Utilization Plan via B2GNow. In order to complete the Utilization Plan, the Consultant shall list all DBE, ESB, and nonDBE/ESB Subconsultants and Suppliers/Vendors included as part of its "most qualified" team. The Utilization Plan shall also include all Commitments by percentage. C. Consultant Responsibility. The Consultant is solely responsible for ensuring that the Contract Goal is achieved upon completion of the work, expenditure of funds, and/or expiration of the Contract, whichever occurs first. The Local Agency and CDOT assists in the monitoring as oversight agencies. D. Contract Good Faith Effort Requirement. The UP will not be approved by CDOT until the Consultant documents sufficient Commitments to meet the Contract Goal or demonstrates Good Faith Efforts to meet the Contract Goal even though it did not succeed in obtaining sufficient Commitments to do so. Page 44 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 1. Good Faith Efforts mean that the Consultant: a. Documents it has obtained enough DBE participation to meet the Contract Goal, or b. Documents that it made adequate good faith efforts to meet the Contract Goal, even though it did not succeed in obtaining enough DBE participation to do so 2. If the Consultant has not documented sufficient Commitments to meet the Contract Goal, the Consultant shall provide an explanation of its efforts to obtain Commitments by submitting the CDOT's Professional Services Good Faith Efforts Report form and supporting documentation to CRBRC. a. The CRBRC will conduct a review to determine whether the Consultant has demonstrated Good Faith Efforts to meet the Contract Goal b. The CRBRC will approve the Contract Utilization Plan if it determines that the Consultant has made Good Faith Efforts to meet the Contract Goal 3. In conducting Good Faith Effort reviews, the CRBRC will utilize the guidance found in Appendix A to 49 CFR Part 26, where applicable. The CRBRC may also consider, but is not limited to, the following factors in evaluating the Consultant's Good Faith Efforts: a. Performance of other consultants in meeting DBE goals on contracts that have a similar scope of work, contract amount, location, and time frame b. Reason(s) for choosing a nonDBE subconsultant over an interested DBE c. Documentation of DBEs solicited by the Consultant and verification from the DBEs that they were actually contacted by the Consultant d. Past performance by the Consultant on contracts that have a similar scope of work, contract amount, location and time frame e. Any other factors that may be pertinent to the factual circumstances 4. If the CRBRC determines the Consultant has made Good Faith Efforts to meet the Contract Goal, the Master Contract Utilization Plan will be approved and all documentation of the determination will be uploaded into B2GNow. E. Administrative Reconsideration. If the CRBRC determines that the Consultant did not demonstrate Good Faith Efforts to meet the Contract Goal, the Consultant will be provided a written notice of its determination and an opportunity for administrative reconsideration by the CDOT Chief Engineer or a designee. 1. The Chief Engineer or a designee will conduct administrative reconsideration. a. The Consultant will have five (5) calendar days from the written notice to request administrative reconsideration of an adverse Good Faith Efforts determination Page 45 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 b. The request shall include the basis for reconsideration and any supporting documentation that the Consultant would like to be considered as part of the reconsideration c. The reconsideration should also specify whether the Consultant is requesting an informal, in person or telephonic hearing with CDOT to address the issues in the Good Faith Efforts determination d. If a request for an informal hearing is not made, the Consultant will be deemed to have waived this opportunity 2. Upon a hearing request, the Civil Rights and Business Resource Center will establish a date and time for the hearing and send written notice via email to the Consultant, the Local Agency and Civil Rights at least two (2) business days in advance of the hearing. a. If schedules permit, the parties may waive the two (2) business day requirement b. The CDOT Chief Engineer or designee may request additional documentation from the Consultant and/or the Local Agency c. A copy of all requests and responses should be provided to the other party and the other party shall be given an opportunity to respond 3. The CDOT Chief Engineer or a designee shall issue the final determination as to whether the Consultant made Good Faith Efforts to meet the Contract Goal. a. The determination will be in writing and explain the basis for the CDOT Chief Engineer's or designee decision regarding whether or not the Consultant demonstrated Good Faith Efforts tomeet the Contract Goal b. The Good Faith Efforts determination of the CDOT Chief Engineer or designee is not appealable 10.4 :'I-ll GIIIlB...E DIII3E FIAF"..)111 MHIDAIlO In order to count towards the Contract Goal, (1) the work performed by the DBE Consultant, Subconsultant, or Supplier/Vendor must be identified in an approved Commitment, and (2) the Consultant, Subconsultant, or Supplier/Vendor must be DBE certified in the committed work upon submission of the Commitment. The Local Agency will evaluate whether the work it is committed to perform can reasonably be construed to fall within the work areas for which the DBE Consultant, Subconsultant, or Supplier/Vendor is certified. The Local Agency may request assistance from CDOT if needed. A. If a Consultant, Subconsultant, or Supplier/Vendor is decertified as a DBE following the approval of a Contract, its participation on that Contract may continue to count as DBE participation. B. DBE participation will be tracked through the B2GNow. Page 46 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 C. Only work actually performed by the DBE will count towards the Contract Goal. 1. The Consultant may count the entire amount of fees or commissions charged by a DBE firm for: a. Providing a bona fide service, such as professional, technical, consultant, or managerial services; and/or b. Providing assistance in the procurement of essential personnel, facilities, equipment, materials or supplies required for the performance of work, provided that the fee or commission is determined by the Local Agency to be reasonable and not excessive as compared with fees customarily allowed for similar services 2. When a DBE subcontracts part of the work of its contract to another firm, individual, or entity, the value of the subcontracted work may only be counted if the subcontractor is also a DBE certified firm. a. Work that a DBE subcontracts out to a non -certified firm will not count toward the goal b. DBE firms may use an employee leasing company for the work i. The participation of the leased employees will count only if the certified DBE firm maintains an employer -employee relationship with the leased employees ii. This includes being responsible for hiring, firing, training, assigning, and otherwise controlling the on-the-job activities of the leased employees, as well as ultimate responsibility for wage and tax obligations related to the employees c. Unless certified in the work to be performed, staffing agencies only count toward the Contract Goal for placement fees and any hourly fee beyond the temporary employee's actual rate of pay 3. When a DBE performs as a participant in a joint venture: a. Only the portion of the total dollar value of the contract equal to the distinct, clearly defined portion of the work that the DBE performs with its own forces may count toward the Goal b. In order to receive credit, the joint venture agreement must be submitted as an attachment in the utilization plan submitted through 132GNow for review and approval by CDOT D. A DBE must be performing a Commercially Useful Function, as defined by 49 CFR 26.55(c), in order for its participation to count towards the Contract Goal. 1. To perform a Commercially Useful Function: a. The DBE must be responsible for the execution of the work to be performed and Page 47 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 b. Actually performing, managing, and supervising the work 2. In evaluating whether a DBE is performing a Commercially Useful Function, the Local Agency will consider factors, including but not limited to: a. The amount of subcontracted work b. Industry practices, and c. Whether payment to the DBE is commensurate with the work for which the DBE is claiming credit, and any other relevant factors 3. DBE does not perform a Commercially Useful Function if its role is limited to that of an extra participant in a transaction through which funds are passed in order to obtain the appearance of DBE participation. 4. A DBE is presumed as not performing a Commercially Useful Function: a. When it does not perform or exercise responsibility for at least thirty (30) percent of the total cost of the work it is contracted to perform with its own workforce; or b. When the DBE subcontracts a greater portion of its work than would be expected based on normal industry practice for the type of work involved. c. In these circumstances, the DBE may present evidence to CDOT in order to rebut the presumption. 5. In order to finalize the Contract, the Consultant must have submitted a Professional Services Commercially Useful Function Questionnaire form for each DBE firm that performed work or provided supplies toward meeting the contract goal. The DBE, Consultant and Engineer must sign the Professional Services Commercially Useful Function Questionnaire form. 6. The City's determinations regarding Commercially Useful Function matters are not appealable. 10.5. .-III ...III T� �' � P[AN MOIAHCATIONS Reduction, Substitution, Termination. Reduction, Substitution, or Termination during the life of the Contract shall only be permitted at the discretion of the Local Agency based upon a demonstration of Good Cause by the Consultant. The Consultant may not Reduce, Substitute, Terminate, or add Commitments without the Local Agency's approval. Consultants may request modification approval to the Local agency. The Local Agency may request for CDOT's assistance and/or use CDOT's Professional Services DBE Participation Plan Modification Request form. A. Notice to Subconsultant. Before requesting the Local Agency approval, the Consultant must give the DBE Subconsultant notice in writing of the Consultant's intent to Reduce, Substitute or Terminate the Subconsultant's work. Unless otherwise waived in writing by the DBE, the Consultant must give the DBE five (5) calendar days to respond to the Consultant's notice d Page 48 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 advise the Local Agency of objections, if any, that it objects to the proposed Reduction, Termination and/or Substitution and why the Consultant's proposed action should not be approved. If required as a matter of public necessity (e.g., safety), the Local Agency may waive or reduce the period to respond. The DBE firm may also voluntarily waive the response period. B. Good Cause Requirement. A Consultant must demonstrate Good Cause before a request for Reduction, Substitution or Termination can be approved by the Local Agency. Good Cause does not exist if Reduction, Substitution or Termination of a DBE is sought solely so that the Consultant can self perform the work for which the DBE was engaged or so that the Consultant can substitute another firm to perform the work. In evaluating whether Good Cause exists, the Local Agency will consider, but is not limited to, the following factors: 1. Changes in the scope of work or scheduling that directly impacts the work committed to the DBE 2. Failure or refusal by the DBE to execute a written contract 3. Failure or refusal by the DBE to perform the work of its subcontract consistent with normal the industry standards, provided that such failure is not the result of bad faith or discriminatory actions of the Consultant or one of its Subconsultants 4. The DBE fails to meet reasonable, nondiscriminatory insurance requirement 5. The DBE becomes bankrupt, insolvent, or exhibits credit unworthiness 6. The DBE is ineligible to work because of suspension or debarment proceedings or other state law 7. The DBE is not a responsible Consultant 8. The listed DBE voluntarily withdraws from the project and provides to the Consultant written notice of its withdrawal 9. The listed DBE is ineligible to receive credit for its participation 10. The DBE owner dies or becomes disabled and the firm is unable to complete the work it is committed to perform 11. The DBE ceases business operations or otherwise dissolves; and/or 12. Other documented good cause reasons determined by the Local Agency to compel the termination of the DBE Subconsultant C. Good Faith Effort Requirement. When a Commitment is Reduced or Terminated (including when a DBE withdraws), the Consultant shall make Good Faith Efforts to find a Substitution up to the Contract Goal for the DBE whose Commitment has been Terminated or Reduced, Substitutions do not have to be in the same type of work that was Terminated or Reduced. Page 49 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 1. Prior to making a Substitution, the Consultant must receive the Local Agency's approval for the Substitution. 2. An approval of the modification constitutes a modification of the Utilization Plan through CDOT. Each substitute DBE approved by the Local Agency must have documentation. Documentation similar to a Project Cost Worksheet for Subconsultants or Letter of Intent for a Supplier/Vendor that shows commitments to the firm on the contract are required. Once approved, the Local Agency will work with the CRBRC to modify the UP in 132GNow. 10.6 E N I::: 0 li("E MENT It is the responsibility of the Local Agency and Consultant to ensure that Commitments are fulfilled or to request Utilization Plan modifications in a timely manner as described in Section VI. Approvals under the Contract are not an explicit or implicit approval by the Local Agency or CDOT of any Commitment Terminations, Reductions, Substitutions, or any other waiver of the Contract Civil Rights requirements. A. The Local Agency may conduct reviews or investigations of participants as necessary. All participants on the Contract, including, but not limited to, DBE Subconsultants or Suppliers/Vendors are required to cooperate fully and promptly with compliance reviews, certification reviews, investigations, and other requests for information. This also includes applicants for DBE certification, ESB Subconsultants and applicants for ESB certification, complainants, and Consultants using Subconsultants to meet the Contract Goal. B. If the Local Agency determines that a Consultant, Subconsultant or Supplier/Vendor was a knowing and willing participant in any intended or actual subcontracting arrangement contrived to artificially inflate DBE participation or any other business arrangement determined by the Local Agency to be unallowable, or if the Consultant engages in repeated violations, falsification or misrepresentation, the Local Agency may: 1. Refuse to count any fraudulent or misrepresented DBE/ESB participation 2. Withhold progress payments to the Consultant commensurate with the violation 3. Reduce the Consultant's prequalification status 4. Refer the matter to the Office of Inspector General of the US Department of Transportation for investigation; and/or 5. Seek any other available contractual remedy 10.7. I I I.TFIA �'.T C111CYS 1I'- ` U T The Local Agency will collect a completed CDOT Professional Services Closeout Report form upon completion of the work, expenditure of funds, and/or expiration of the Contract, whichever comes first. This form will report the final actual DBE participation on the Contract and any amounts for which CDOT will be seeking reimbursement due to the Consultant not meeting Commitments. The Local Agency will submit the form to CDOT Civil Rights with submission of the final invoice. Page SO of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 10.8. NONC"ONSTRUCIJONF! E Q E: L l""f l G H A. Federal laws and regulations that may be applicable to the Work include: 1. Executive Order 11246 of September 24, 1965 entitled "Equal Employment Opportunity," as amended by Executive Order 11375 of October 13, 1967 and as supplemented in Department of Labor regulations (41 CFR Chapter 60) (All construction contracts awarded in excess of $10,000 by the Local Agency and their contractors or the Local Agency). The Copeland "Anti -Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3) (All contracts and sub -Agreements for construction or repair). 3. The Davis -Bacon Act (40 U.S.C. 276a to a-7) as supplemented by Department of Labor regulations (29 CFR Part 5) (Construction contracts in excess of $2,000 awarded by the Local Agency and the Local Agency when required by Federal Agreement program legislation. This act requires that all laborers and mechanics employed by contractors or sub -contractors to work on construction projects financed by federal assistance must be paid wages not less than those established for the locality of the project by the Secretary of Labor). 4. Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327- 330) as supplemented by Department of Labor regulations (29 CFR Part 5). (Construction contracts awarded by the Local Agency's in excess of $2,000, and in excess of $2,500 for other contracts which involve the employment of mechanics or laborers). 5. Standards, orders, or requirements issued under section 306 of the Clear Air Act (42 U.S.C. 1857(h), section 508 of the Clean Water Act (33 U.S.C. 1368). Executive Order 11738, and Environmental Protection Agency regulations (40 CFR Part 15) (contracts, subcontracts, and sub -Agreements of amounts in excess of $100,000). 6. Mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163). 7. Office of Management and Budget (OMB)Circulars A-87, A-21 or A-122, and A-102 or A-110, whichever is applicable. 8. The Hatch Act (5 USC 1501-1508) and Public Law 95-454 Section 4728. These statutes state that federal funds cannot be used for partisan political purposes of any kind by any person or organization involved in the administration of federally -assisted programs. 9. In any contract utilizing federal funds, land, or other federal aid, the Local Agency shall require the federal- aid recipient or contractor to provide a statement of written assurance that they will comply with Section 504 and not discriminate on the basis of disability. Page 51 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 10. The Uniform Relocation Assistance and Real Property Acquisition Policies Act, as amended (Public Law 91- 646, as amended and Public Law 100-17, 101 Stat. 246-256). (If the contractor is acquiring real property and displacing households or businesses in the performance of the Agreement). 11. The Drug -Free Workplace Act (Public Law 100-690 Title V, subtitle D, 41 USC 701 et seq.) 12. The Age Discrimination Act of 1975, 42 U.S.C. Sections 6101 et. seq. and its implementing regulation, 45 13. C.F.R. Part 91; Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. 794, as amended, and implementing regulation 45 C.F.R. Part 84. 14. 23 C.F.R. Part 172, concerning "Administration of Engineering and Design Related Contracts". 15. 23 C.F.R Part 633, concerning "Required Contract Provisions for Federal -Aid Construction Contracts". 16. 23 C.F.R. Part 635, concerning "Construction and Maintenance Provisions". B. Nondiscrimination. During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees to comply with the following non-discrimination statutes and authorities; including but not limited to: Compliance with Regulations. The Contractor will comply with the Regulations of the Department of Transportation relative to nondiscrimination in Federally assisted programs of the Department of Transportation (Title 49, Code of Federal Regulations, Part 21, hereinafter referred to as the "Regulations"), which are herein incorporated by reference and made a part of this Agreement. 2. Nondiscrimination. The Contractor, with regard to the work performed by it after award and prior to completion of the contract work, will not discriminate on the ground of race, color, sex, mental or physical handicap or national origin in the selection and retention of Subcontractors, including procurement of materials and leases of equipment. The Contractor will not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix C of the Regulations. 3. Solicitations for Subcontracts, Including Procurement of Materials and Equipment. In all solicitations either by competitive bidding or negotiation made by the Contractor for work to be performed under a subcontract, including procurement of materials or equipment, each potential Subcontractor or supplier shall be notified by the Contractor of the Contractor's obligations under this Agreement and the Regulations relative to Page 52 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 nondiscrimination on the ground of race, color, sex, mental or physical handicap or national origin. 4. Information and Reports. The Contractor will provide all information and reports required by the Regulations, or orders and instructions issued pursuant thereto and will permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the State or the FHWA to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of the Contractor is in the exclusive possession of another who fails or refuses to furnish this information, the Contractor shall so certify to the State, or the FHWA as appropriate and shall set forth what efforts have been made to obtain the information. 5. Sanctions for Noncompliance. In the event of the Contractor's noncompliance with the nondiscrimination provisions of this Agreement, the State shall impose such contract sanctions as it or the FHWA may determine to be appropriate, including, but not limited to: a. Withholding of payments to the Contractor under the contract until the Contractor complies, and/or b. Cancellation, termination or suspension of the contract, in whole or in part. C. Incorporation of Provisions. The Contractor will include the provisions regarding the foregoing sections and the IGA (attached) in every subcontract, including procurement of materials and leases of equipment, unless exempt by the Regulations, orders, or instructions issued pursuant thereto. The Contractor will take such action with respect to any subcontract or procurement as the State or the FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance; provided, however, that, in the event the Contractor becomes involved in, or is threatened with, litigation with a Subcontractor or supplier as a result of such direction, the Contractor may request the State to enter into such litigation to protect the interest of the State and in addition, the Contractor may request the FHWA to enter into such litigation to protect the interests of the United States. 10.9. ONNE I HI:: RIII GLADANCE, IF: QR RE III:` E RML FI ROJ gym: C TS During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees to comply with the following: A. Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of "federally assisted construction contract" in 41 CFR Part 60-1.3 shall include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal Page 53 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 Employment Opportunity, Department of Labor." During the performance of this contract, the contractor agrees as follows: 1. The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. 2. The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice inconspicuous places available to employees and applicants for employment. 4. The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965,and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. 6. In the event of the contractor's non-compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract maybe canceled, terminated or suspended in whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 7. The contractor will include the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor Page 54 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontractor purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction, the contractor may request the United States to enter into such litigation to protect the interests of the United States." B. 1w� Act. Davis ..Baii!:on Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non - Federal entities must include a provision for compliance with the Davis -Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non -Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non -Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland "Anti- Kickback" Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or Subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. 1. The City must report all suspected or reported violations to the Federal awarding agency. C. Rights to Inventions Made Under a Contract or Agreement. 3 If the Federal Award meets the definition of "funding agreement" under 37 CFR §401.2 (a) and Subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," Subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. D. Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251- 1387), as amended. Contracts and subgrants of amounts in excess of $150,000 must Page 55 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 contain a provision that requires the non -Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). If applicable, Contractor agrees to the following: 1. Clean Air Act: a. The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq. b. The Contractor agrees to report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the federal, state, or other grant funding agency and the appropriate Environmental Protection Agency Regional Office. c. The Contractor agrees to include these requirements in each subcontract meeting or exceeding $150,000. 2. Federal Water Pollution Control Act: a. The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. § 1251 et seq. b. The Contractor agrees to report each violation to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the federal, state, or other grant funding agency and the appropriate Environmental Protection Agency Regional Office. c. The Contractor agrees to include these requirements in each subcontract meeting or exceeding $150,000. E. Debarment and Suspension (Executive Orders 12549 and 12689). A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. If applicable, Contractor shall be bound by it's Bidder's Certification for Debarment, Suspension, Ineligibility and Voluntary Exclusion throughout the period of the Contract. F. Byrd Anti -Lobbying Amendment (31 U.S.C. 1352). Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that Page 56 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non- Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non -Federal award. G. Domestic Preference for Procurement (C.F.R. § 200.322). To the extent consistent with law and in accordance with 2 C.F.R. § 200.322, Contractor and all of its subcontractors will to the greatest extent practicable under the Contract, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). This requirement must be included in all contracts and purchase orders that Contractor may enter into. H. Procurement of Recovered Material (C.F.R. § 200.323). 1. In the performance of this contract/agreement, the Contractor shall make maximum use of products containing recovered materials that are EPA -designated items in accordance with 40 C.F.R. Part 247, unless the product cannot be acquired: a. Competitively within a timeframe providing for compliance with the contract performance schedule. b. Meeting contract performance requirements. c. At a reasonable price. 2. Information about this requirement, along with the list of EPA -designate items, is available at EPA's Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program. 3. The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. Additional Provisions. 1. Access to Records. The Contractor agrees to provide the federal fund and/or grant provider, the City, the Comptroller General of the United States, and/or any of their authorized representatives access to any books, documents, papers, and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Page 57 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 2. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. 3. The Contractor agrees to provide the federal fund and/or grant provider or authorized representatives access to construction or other work sites pertaining to the work being completed under the Project. 4. In compliance with the Disaster Recovery Act of 2018, the City and the Contractor acknowledge and agree that no language in this contract is intended to prohibit audits or internal reviews by the federal fund and/or grant provider or the Comptroller General of the United States 5. Changes. The cost of changes, modifications, change orders, or constructive changes must be allowable, allocable, within the scope of its grant or cooperative agreement, and reasonable for the completion of the project scope. Changes can be made by either party to alter the method, price, or schedule of the work without breaching the contract as long as the City and Contractor agree to change in writing and change still meets any funding submittal and expiration dates. 6. No Obligation by Federal Government. The Federal Government is not a party to this contract and is not subject to any obligations or liabilities to the non-federal entity, Contractor, or any other party pertaining to any matter resulting from the contract. 7. Fraud and False or Fraudulent or Related Acts. The Contractor acknowledges that 31 U.S.C. Chapter 38 (Administrative Remedies for False Claims or Statements) applies to the Contractor's actions pertaining to this contact. .10. j. 0 W 0II:G OT IIP IIC Gw: FT S S M A L.. S ERW'," E S OWL MG [.f°("".S AND [A SA A UT G EDllD B U &U E SS E .j.. E RPRIU E RIII;; Q.t IU IUD EU E N.I'S A. Definitions 1. B2GNow. Web based platform utilized by CDOT to track Civil Rights compliance (DBE/ESB participation) and prompt payment requirements on its contracts. The Consultant will use this platform to submit Utilization Plan(s), Subconsultant and Supplier/Vendor information on the Contract. 2. CDOT Civil Rights. The CDOT Civil Rights office that assist with the contract and prompt payment requirements on contracts. This can be in either the region or headquarters. 3. Civil Rights and Business Resource Center (CRBRC). CDOT's Civil Rights office at Headquarters. 4. Commercially Useful Function (CUF). Responsibility for the execution of work by actually performing, managing, and supervising the work, as described in 49 CFR Part 26. Page 58 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 5. Commitment. A portion of the Contract designated by the Consultant for participation by DBE firms. The DBE firm(s) are included in the proposal team for participation to meet the Contract Goal. Commitments must identify the work to be performed by the DBE and include the percentage of the contract committed to each DBE firm. Commitments are measured at the end of the contract and are calculated by the actual payments to a DBE firm divided by the total payments made under the Contract. 6. Contract. Agreement between the Local Agency and the Consultant, whereby the Consultant will be compensated in exchange for providing Professional Services and ancillary services. For purposes of this document, the term "Contract" refers to an individual, executed Task Order for an On -Call Agreement or a Master Contract (overarching agreement) for Project -Specific and Program -Specific Agreements. 7. Contract Goal Percentage. The percentage of the Contract established by CDOT for reasonable participation by DBEs and stated in the invitation for consultant services. 8. Consultant. Contractor whether designated as engineer, consultant or otherwise who has entered an agreement with Local Agency pursuant to which mandatory federal and state contract provisions have become applicable including the requirements of this Part III. 9. Disadvantaged Business Enterprise (DBE). A Colorado certified Disadvantaged Business Enterprise listed on the Colorado Unified Certification Program (UCP) DBE Directory at www.coloradodbe.org. 10. Emerging Small Business (ESB). A CDOT certified Emerging Small Business firm listed on the ESB Directory at www.coloradoesb.org. 11. Good Faith Efforts (GFE). All necessary and reasonable steps to secure the necessary Commitments to meet the Contract Goal or other requirements of this contract, which by their scope, intensity, and appropriateness to the objective could reasonably be expected to fulfill the contract requirement. Guidance on Good Faith Efforts to meet the Contract Goal is provided in 49 CFR Part 26, Appendix A. 12. Local Agency. Pueblo, a municipal corporation. 13. Professional Services. The practice of architecture, engineering, professional land surveying, landscape architecture, and industrial hygiene as defined in Colorado Revised Statutes (CRS) 24-30-1402 and 48CFR Part 2. 14. Reduction. Reduction occurs when the Consultant reduces a Commitment to a DBE. A Reduction is a partial Termination. 15. Subconsultant. An individual, firm, corporation or other legal entity to whom the Consultant sublets part of the contract. For purposes of these requirements, the term Subconsultant includes Suppliers/Vendors. Page 59 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 16. Substitution. Substitution occurs when a Consultant seeks to find another certified DBE firm to perform work on the contract as a result of a Reduction or Termination. 17. Termination. Termination occurs when a Consultant no longer intends to use a DBE firm for fulfillment of a Commitment. This includes, but is not limited to, instances in which a Consultant seeks to perform work originally designated for a DBE Subconsultant with its own forces or those of an affiliate, a nonDBE firm, or with another DBE firm. 18. Utilization Plan (UP). The documentation of Subconsultant and Supplier/Vendor participation on the awarded Contract. The Utilization Plan details all Subconsultants and Suppliers/Vendors included as part of the proposal team and Commitments by percentage made by the Consultant. The Consultant must submit the Utilization Plan within five (5) calendar days of receiving notice from CDOT's B2GNow system. 19. Vendor. Participant on a CDOT contract that is providing services not considered to be a Professional Services as defined in Colorado Revised Statute 24-30-1402 and 48 CFR Part 2. A vendor would provide Non- Engineering Services (i.e. Geotechnical drilling, Public Information/Relations, traffic control, etc.) and would not be overseen by a licensed engineer. 20. Work Code. A code to identify the work that a DBE is certified to perform. A work code includes a six (6) digit North American Industry Classifications System (NAICS) code plus a descriptor. Work codes are listed on a firm's profile on the Colorado UCP DBE Directory at https://coucp.dbesystem.com/. The Local Agency may include CDOT in discussions for clarification. The consultant may contact the Civil Rights and Business Resource Center to receive guidance on whether a work code covers the work to be performed. B. Nondiscrimination and Subcontracting Requirements for all contracts and subcontracts on FHWA federally assisted contracts with the City. 1. Non-discrimination. The Consultant, with regard to the work performed by it during the contract term, will not discriminate on the grounds of race, color, or national origin in the selection and retention of Subconsultants, including procurement of materials and leases of equipment. The Consultant will not participate either directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. 2. Civil Rights Act of 1964 Title VI. CDOT, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 US.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that for any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. Page 60 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 3. Consultant Assurance. By submitting a proposal for this contract, the Consultant agrees to the following assurance: The consultant, sub recipient, or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract. The Consultant shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of DOT assisted contracts. Failure by the Consultant to carry out these requirements is a material breach of this Contract, which may result in the termination of this Contract. Such other remedy as deems appropriate, which may include, but is not limited to: a. Withholding monthly progress payments b. Assessing sanctions c. Liquidated damages d. Disqualifying the consultant from future bidding as non responsible 4. Prompt Payment. Payments to all Subconsultants shall be made within seven (7) calendar days of receipt of payment from the Local Agency, or no later than ninety (90) calendar days from the date of the submission of a complete invoice from the Subconsultant, whichever occurs first. The Local Agency will assist in enforcing the Civil Rights Requirements outlined above as well as prompt payment as outlined in 49 CFR, Part 26. If the Consultant has good cause to dispute an amount invoiced by a Subconsultant, the Consultant shall notify the Subconsultant no later than the required date for payment. Such notification shall include the amount disputed and justification for the withholding. The Consultant shall maintain records of payment that show amounts paid to all Subconsultants. Good cause does not include failure to timely submit an invoice or to deposit payments made. The Consultant shall electronically submit prompt payment audit reports in B2GNow by the fifteenth (15th) of each month through the B2GNow software. If no payment has been made, the Consultant shall document this in the prompt payment audit reporting. 5. Subcontract Terms. Parts A-D of this section shall be included in all subcontracts or other agreements for the performance of work on the contract. C. Contract Commitment required at the time of initial proposal. The Consultant must make a contractually binding guarantee to meet the Contract Goal in accordance with 49 CFR 26.53. 1. Affidavit of Small Business Participation. The Affidavit of Small Business Participation is the Consultant's contractually binding guarantee to meet the Contract Goal or make Good Faith Efforts to do so. CDOT's Affidavit of Small Business Participation form must be submitted with the Consultant's statement of interest proposal. Failure to submit the CDOT Affidavit of Small Business Participation form will result in the Consultant being deemed non responsive and ineligible for award. The Local Agency will copy the top preferred proposals to CDOT's Page 61 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 Civil Rights and Business Resource Center (CRBRC) for approval of CDOT's Affidavit of Small Business Participation form. This form includes the commitments to meet the DBE goal. 2. Contract Utilization Plan (UP). Once the contract is awarded and the Local Agency receives a signed contract, the Local Agency will submit the Local Agency Professional Services B2GNow Contract Information form for CDOT to set up the contract in the B2GNow system. Once the contract is setup in the system, the Consultant will receive a notice from CDOT within five (5) calendar days of selection, to complete and submit a Utilization Plan via B2GNow. In order to complete the Utilization Plan, the Consultant shall list all DBE, ESB, and nonDBE/ESB Subconsultants and Suppliers/Vendors included as part of its "most qualified" team. The Utilization Plan shall also include all Commitments by percentage. 3. Consultant Responsibility. The Consultant is solely responsible for ensuring that the Contract Goal is achieved upon completion of the work, expenditure of funds, and/or expiration of the Contract, whichever occurs first. The Local Agency and CDOT assists in the monitoring as oversight agencies. 4. Contract Good Faith Effort Requirement. The UP will not be approved by CDOT until the Consultant documents sufficient Commitments to meet the Contract Goal or demonstrates Good Faith Efforts to meet the Contract Goal even though it did not succeed in obtaining sufficient Commitments to do so. a. Good Faith Efforts mean that the Consultant: Documents it has obtained enough DBE participation to meet the Contract Goal, or ii. Documents that it made adequate good faith efforts to meet the Contract Goal, even though it did not succeed in obtaining enough DBE participation to do so b. If the Consultant has not documented sufficient Commitments to meet the Contract Goal, the Consultant shall provide an explanation of its efforts to obtain Commitments by submitting the CDOT's Professional Services Good Faith Efforts Report form and supporting documentation to CRBRC. The CRBRC will conduct a review to determine whether the Consultant has demonstrated Good Faith Efforts to meet the Contract Goal ii. The CRBRC will approve the Contract Utilization Plan if it determines that the Consultant has made Good Faith Efforts to meet the Contract Goal c. In conducting Good Faith Effort reviews, the CRBRC will utilize the guidance found in Appendix A to 49 CFR Part 26, where applicable. The CRBRC may also consider, but is not limited to, the following factors in evaluating the Consultant's Good Faith Efforts: Performance of other consultants in meeting DBE goals on contracts that have a similar scope of work, contract amount, location, and time frame Page 62 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 ii. Reason(s) for choosing a nonDBE subconsultant over an interested DBE iii. Documentation of DBEs solicited by the Consultant and verification from the DBEs that they were actually contacted by the Consultant iv. Past performance by the Consultant on contracts that have a similar scope of work, contract amount, location and time frame v. Any other factors that may be pertinent to the factual circumstances d. If the CRBRC determines the Consultant has made Good Faith Efforts to meet the Contract Goal, the Master Contract Utilization Plan will be approved and all documentation of the determination will be uploaded into B2GNow. 5. Administrative Reconsideration. If the CRBRC determines that the Consultant did not demonstrate Good Faith Efforts to meet the Contract Goal, the Consultant will be provided a written notice of its determination and an opportunity for administrative reconsideration by the CDOT Chief Engineer or a designee. a. The Chief Engineer or a designee will conduct administrative reconsideration. i. The Consultant will have five (5) calendar days from the written notice to request administrative reconsideration of an adverse Good Faith Efforts determination ii. The request shall include the basis for reconsideration and any supporting documentation that the Consultant would like to be considered as part of the reconsideration iii. The reconsideration should also specify whether the Consultant is requesting an informal, in person or telephonic hearing with CDOT to address the issues in the Good Faith Efforts determination iv. If a request for an informal hearing is not made, the Consultant will be deemed to have waived this opportunity b. Upon a hearing request, the Civil Rights and Business Resource Center will establish a date and time for the hearing and send written notice via email to the Consultant, the Local Agency and Civil Rights at least two (2) business days in advance of the hearing. i. If schedules permit, the parties may waive the two (2) business day requirement ii. The CDOT Chief Engineer or designee may request additional documentation from the Consultant and/or the Local Agency iii. A copy of all requests and responses should be provided to the other party and the other party shall be given an opportunity to respond Page 63 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 c. The CDOT Chief Engineer or a designee shall issue the final determination as to whether the Consultant made Good Faith Efforts to meet the Contract Goal. i. The determination will be in writing and explain the basis for the CDOT Chief Engineer's or designee decision regarding whether or not the Consultant demonstrated Good Faith Efforts to meet the Contract Goal ii. The Good Faith Efforts determination of the CDOT Chief Engineer or designee is not appealable D. Please refer to CDOT's Local Agency Civil Rights Guidelines for more information: psiiness( /gmfjiev vrvie . Contractor _ agrees to be bound by and subject to this section. 1.0.1, IL A D D F.1.1 Q U C IID 0 T F1 R 0 F Ulm; SS l 0 N .III.SEJRVICE;;S � , IIM III. R III G l..i.j..S N D [ASADVANTAGED BU&U gym: S A. Eligible DBE Participation. In order to count towards the Contract Goal, (1) the work performed by the DBE Consultant, Subconsultant, or Supplier/Vendor must be identified in an approved Commitment, and (2) the Consultant, Subconsultant, or Supplier/Vendor must be DBE certified in the committed work upon submission of the Commitment. The Local Agency will evaluate whether the work it is committed to perform can reasonably be construed to fall within the work areas for which the DBE Consultant, Subconsultant, or Supplier/Vendor is certified. The Local Agency may request assistance from CDOT if needed. 1. If a Consultant, Subconsultant, or Supplier/Vendor is decertified as a DBE following the approval of a Contract, its participation on that Contract may continue to count as DBE participation. 2. DBE participation will be tracked through the B2GNow. 3. Only work actually performed by the DBE will count towards the Contract Goal. a. The Consultant may count the entire amount of fees or commissions charged by a DBE firm for: Providing a bona fide service, such as professional, technical, consultant, or managerial services; and/or ii. Providing assistance in the procurement of essential personnel, facilities, equipment, materials or supplies required for the performance of work, provided that the fee or commission is determined by the Local Agency to be reasonable and not excessive as compared with fees customarily allowed for similar services b. When a DBE subcontracts part of the work of its contract to another firm, individual, or entity, the value of the subcontracted work may only be counted if the subcontractor is also a DBE certified firm. Page 64 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 i. Work that a DBE subcontracts out to a non -certified firm will not count toward the goal ii. DBE firms may use an employee leasing company for the work I. The participation of the leased employees will count only if the certified DBE firm maintains an employer -employee relationship with the leased employees iii. This includes being responsible for hiring, firing, training, assigning, and otherwise controlling the on-the-job activities of the leased employees, as well as ultimate responsibility for wage and tax obligations related to the employees Unless certified in the work to be performed, staffing agencies only count toward the Contract Goal for placement fees and any hourly fee beyond the temporary employee's actual rate of pay c. When a DBE performs as a participant in a joint venture: i. Only the portion of the total dollar value of the contract equal to the distinct, clearly defined portion of the work that the DBE performs with its own forces may count toward the Goal ii. In order to receive credit, the joint venture agreement must be submitted as an attachment in the utilization plan submitted through B2GNow for review and approval by CDOT 4. A DBE must be performing a Commercially Useful Function, as defined by 49 CFR 26.55(c), in order for its participation to count towards the Contract Goal. a. To perform a Commercially Useful Function: i. The DBE must be responsible for the execution of the work to be performed and ii. Actually performing, managing, and supervising the work b. In evaluating whether a DBE is performing a Commercially Useful Function, the Local Agency will consider factors, including but not limited to: i. The amount of subcontracted work ii. Industry practices, and iii. Whether payment to the DBE is commensurate with the work for which the DBE is claiming credit, and any other relevant factors c. DBE does not perform a Commercially Useful Function if its role is limited to that of an extra participant in a transaction through which funds are passed in order to obtain the appearance of DBE participation. d. A DBE is presumed as not performing a Commercially Useful Function: Page 65 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 i. When it does not perform or exercise responsibility for at least thirty (30) percent of the total cost of the work it is contracted to perform with its own workforce; or ii. When the DBE subcontracts a greater portion of its work than would be expected based on normal industry practice for the type of work involved. iii. In these circumstances, the DBE may present evidence to CDOT in order to rebut the presumption. e. In order to finalize the Contract, the Consultant must have submitted a Professional Services Commercially Useful Function Questionnaire form for each DBE firm that performed work or provided supplies toward meeting the contract goal. The DBE, Consultant and Engineer must sign the Professional Services Commercially Useful Function Questionnaire form. f. The Local Agency's determinations regarding Commercially Useful Function matters are not appealable. B. Utilization Plan Modifications Reduction, Substitution, Termination. Reduction, Substitution, or Termination during the life of the Contract shall only be permitted at the discretion of the Local Agency based upon a demonstration of Good Cause by the Consultant. The Consultant may not Reduce, Substitute, Terminate, or add Commitments without the Local Agency's approval. Consultants may request modification approval to the Local agency. The Local Agency may request for CDOT's assistance and/or use CDOT's Professional Services DBE Participation Plan Modification Request form. a. Notice to Subconsultant. Before requesting the Local Agency approval, the Consultant must give the DBE Subconsultant notice in writing of the Consultant's intent to Reduce, Substitute or Terminate the Subconsultant's work. Unless otherwise waived in writing by the DBE, the Consultant must give the DBE five (5) calendar days to respond to the Consultant's notice d advise the Local Agency of objections, if any, that it objects to the proposed Reduction, Termination and/or Substitution and why the Consultant's proposed action should not be approved. If required as a matter of public necessity (e.g., safety), the Local Agency may waive or reduce the period to respond. The DBE firm may also voluntarily waive the response period. b. Good Cause Requirement. A Consultant must demonstrate Good Cause before a request for Reduction, Substitution or Termination can be approved by the Local Agency. Good Cause does not exist if Reduction, Substitution or Termination of a DBE is sought solely so that the Consultant can self perform the work for which the DBE was engaged or so that the Consultant can substitute another firm to perform the work. In evaluating Page 66 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 whether Good Cause exists, the Local Agency will consider, but is not limited to, the following factors: i. Changes in the scope of work or scheduling that directly impacts the work committed to the DBE ii. Failure or refusal by the DBE to execute a written contract iii. Failure or refusal by the DBE to perform the work of its subcontract consistent with normal the industry standards, provided that such failure is not the result of bad faith or discriminatory actions of the Consultant or one of its Subconsultants iv. The DBE fails to meet reasonable, nondiscriminatory insurance requirement v. The DBE becomes bankrupt, insolvent, or exhibits credit unworthiness vi. The DBE is ineligible to work because of suspension or debarment proceedings or other state law vii. The DBE is not a responsible Consultant viii. The listed DBE voluntarily withdraws from the project and provides to the Consultant written notice of its withdrawal ix. The listed DBE is ineligible to receive credit for its participation x. The DBE owner dies or becomes disabled and the firm is unable to complete the work it is committed to perform A. The DBE ceases business operations or otherwise dissolves; and/or xii. Other documented good cause reasons determined by the Local Agency to compel the termination of the DBE Subconsultant c. Good Faith Effort Requirement. When a Commitment is Reduced or Terminated (including when a DBE withdraws), the Consultant shall make Good Faith Efforts to find a Substitution up to the Contract Goal for the DBE whose Commitment has been Terminated or Reduced, Substitutions do not have to be in the same type of work that was Terminated or Reduced. i. Prior to making a Substitution, the Consultant must receive the Local Agency's approval for the Substitution. ii. An approval of the modification constitutes a modification of the Utilization Plan through CDOT. Each substitute DBE approved by the Local Agency must have documentation. Documentation similar to a Project Cost Worksheet for Subconsultants or Letter of Intent for a Supplier/Vendor that shows commitments Page 67 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 to the firm on the contract are required. Once approved, the Local Agency will work with the CRBRC to modify the UP in 132GNow. C. Enforcement 1. It is the responsibility of the Local Agency and Consultant to ensure that Commitments are fulfilled or to request Utilization Plan modifications in a timely manner as described in Section VI. Approvals under the Contract are not an explicit or implicit approval by the Local Agency or CDOT of any Commitment Terminations, Reductions, Substitutions, or any other waiver of the Contract Civil Rights requirements. a. The Local Agency may conduct reviews or investigations of participants as necessary. All participants on the Contract, including, but not limited to, DBE Subconsultants or Suppliers/Vendors are required to cooperate fully and promptly with compliance reviews, certification reviews, investigations, and other requests for information. This also includes applicants for DBE certification, ESB Subconsultants and applicants for ESB certification, complainants, and Consultants using Subconsultants to meet the Contract Goal. b. If the Local Agency determines that a Consultant, Subconsultant or Supplier/Vendor was a knowing and willing participant in any intended or actual subcontracting arrangement contrived to artificially inflate DBE participation or any other business arrangement determined by the Local Agency to be unallowable, or if the Consultant engages in repeated violations, falsification or misrepresentation, the Local Agency may: i. Refuse to count any fraudulent or misrepresented DBE/ESB participation ii. Withhold progress payments to the Consultant commensurate with the violation iii. Reduce the Consultant's prequalification status iv. Refer the matter to the Office of Inspector General of the US Department of Transportation for investigation; and/or v. Seek any other available contractual remedy D. Contract Closeout 1. The Local Agency will collect a completed CDOT Professional Services Closeout Report form upon completion of the work, expenditure of funds, and/or expiration of the Contract, whichever comes first. This form will report the final actual DBE participation on the Contract and any amounts for which CDOT will be seeking reimbursement due to the Consultant not meeting Commitments. The Local Agency will submit the form to CDOT Civil Rights with submission of the final invoice. Page 68 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 STATE OF COLORADO INTERGOVERNMENTAL AGREEMENT Signature and Cover Page State Agency Agreement Routing Number Department of Transportation 25-HA2-XC-00106 Local Agency Agreement Effective Date CITY OF PUEBLO The later of the effective date or July 18, 2024 Agreement Description Agreement Expiration Date Pueblo 18th Street Bridge Rehabilitation July 17, 2034 Project # Region # Contract Writer Agreement Maximum Amount BRO M086- 2 CM $560,000.00 104 (26412) 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 Parry authorizing his or her signature. LOCAL AGENCY STATE OF COLORADO CITY OF PUEBLO Jared S. Polis, Governor rSigned by: �ar" By: 3A85950B7BCA462 Department of Transportation Shoshana M. Lew, Executive Director *Signature Name: Heather Graham ED—Slgrild by: �J S441AA (Heather Graham) 63C1F827D40E4B3... Keith Stefanik, P.E., Chief Engineer Title: Mayor (Mayor) Date: 9/25/2024 Date: 9/25/2024 LOCAL AGENCY LEGAL REVIEW Sig edbCITY OF PUEBLO 57CO2EBDPFC3yD:43C Philip J. Weiser, Attorney General By: ... *ATTESTED BY Assistant Attorney General Name: Marisa Stoller (Marisa Stoller) Title: City Clerk By: (Print Name and Title) (City Clerk) Date: 9/25/2024 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 Do Signed by: OVl l_.Dpu "tvue By. BDA801C5CFAC478 Department of Transportation Effective Date: 9/25/2024 Page 69 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 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...........................................................................................................................................21 15. DISPUTE RESOLUTION.....................................................................................................................22 16. NOTICES AND REPRESENTATIVES...............................................................................................23 17. RIGHTS IN WORK PRODUCT AND OTHER 1NFORMATION......................................................23 18. GOVERNMENTAL IMMUNITY ........................................................................................................24 19. STATEWIDE CONTRACT MANAGEMENT SYSTEM....................................................................24 20. GENERAL PROVISIONS....................................................................................................................25 21. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3)......................................28 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 O, 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 Page 70 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 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 July 17, 2034, 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 Page 71 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 Authority to enter into this Agreement exists in the law as follows: A. Federal Authority Pursuant to Title 1, 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. "Contractor" means the general construction contractor hired by Local Agency to construct the Work. Page 72 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 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 I, Federal -Aid Contract Provisions for Construction Contracts X. Exhibit J, Additional Federal Requirements xi. Exhibit K, The Federal Funding Accountability and Transparency Act of 2006 (FFATA) Supplemental Federal Provisions xii. Exhibit L, Sample Sub -Recipient Monitoring and Risk Assessment Form xiii. Exhibit M, Supplemental Provisions for Federal Awards Subject to The Office of Management and Budget Uniform Administrative Requirements, Cost principles, and Audit Requirements for Federal Awards (the "Uniform Guidance") xiv. Exhibit N, Federal Treasury Provisions xv. Exhibit O, 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. Page 73 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 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 individuals 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. IL "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. Page 74 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 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 teens 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: Page 7S of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 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(b) and (d) and use the CDOT procedures described in Exhibit H to administer the Consultant contract. 5) Local Agency may expedite any CDOT approval of its procurement process and/or Consultant contract by submitting a letter to CDOT from 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 Page 76 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 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/designsupportibulletins manuals/2006-local-agency- manual). 2) For the construction Services, advertising the call forbids, 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. Page 77 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 (e) The State (and in some cases FHWA) must approve in advance all Force Account Construction, and Local Agency shall not initiate any such Services until the State issues a written Notice to Proceed. iv. Right of Way (ROW) and Acquisition/Relocation a. If Local Agency purchases a ROW for a State highway, including areas of influence, Local Agency shall convey the ROW to CDOT promptly upon the completion of the project/construction. b. Any acquisition/relocation activities shall comply with all applicable federal and State statutes and regulations, including but not limited to, the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, as amended, the Uniform Relocation Assistance and Real Property Acquisition Policies for Federal and Federally Assisted Programs, as amended (49 C.F.R. Part 24), 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.eodot.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 (3111) for federal participation and non -participation; 2) Relocation activities, if applicable (3109); 3) Right of way incidentals, if applicable (expenses incidental to acquisition/relocation of right of way — 3114). V. Utilities If necessary, Local Agency shall be responsible for obtaining the proper clearance or approval from any utility company that may become involved in the Work. Prior to the Work being advertised for bids, Local Agency shall certify in writing to the State that all such clearances have been obtained. vi. Railroads 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. Page 78 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 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 shalt 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 Page 79 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 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 Page 80 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 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 Page 81 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 fully executed Option Letter to Local Agency within thirty (30) days before the initial targeted start date of the Work phase, in a form substantially equivalent to Exhibit B. iii. Option to Exercise Options i and ii. The State may require Local Agency to add a Work phase as detailed in Exhibit A, and encumber and transfer Agreement Funds from one Work phase to another. The original funding exhibit (Exhibit C) in the original Agreement will be replaced with an updated Exhibit C-1 (with subsequent exhibits labeled C-2, C-3, etc.) attached to the Option Letter. The addition of a Work phase and encumbrance and transfer of Agreement Funds are subject to the same terms and conditions stated in the original Agreement with the total budgeted Agreement Funds remaining the same. The State may unilaterally exercise this option by providing a fully executed Option Letter to Local Agency within 30 days before the initial targeted start date of the Work phase, in a form substantially equivalent to Exhibit B. iv. Option to 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-1 (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 Page 82 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 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 Too] (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. Page 83 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 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 Page 84 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 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, (M) 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 Page 8S of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 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 PH under this agreement, Local Agency shall provide for the security for such Pll, 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 PII. 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 PII. IfwK1Aly11[yllf. #19WYY0INxyl1 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 Page 86 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 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 (this insurance requirement only applies if the Subcontractor has or will have access to State Confidential Information) Liability insurance covering all loss of State Confidential Information, such as PII, PHI, PCI, Tax Information, and CJI, and claims based on alleged violations of privacy rights through improper use or disclosure of protected information with minimum limits as follows: a. $1,000,000 each occurrence; and b. $2,000,000 general aggregate. v. Professional Liability Insurance (this insurance requirement only applies if the Subcontractor is providing professional services including but not limited to engineering, architectural, landscape architectural, professional surveying, industrial hygiene services, or any other commonly understood professional service) 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 PII, 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 protected consumer data protection law, Page 87 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 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 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 Page 88 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 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 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 §13.13, 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. Page 89 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 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. 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 §13.13 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. Page 90 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 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 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) Local Agency Coordinator, Don Scanga CDOT, Region 2 5615 Wills Blvd 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, Page 91 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 or incorporating the Work Product by all means and methods and in any format now known or invented in the future. The State may assign and license its rights under this license. ii. Patents In addition, Local Agency grants to the State (and to recipients of Work Product distributed by or on behalf of the State) a perpetual, worldwide, no -charge, royalty -free, irrevocable patent license to make, have made, use, distribute, sell, offer for sale, import, transfer, and otherwise utilize, operate, modify and propagate the contents of the Work Product. Such license applies only to those patent claims licensable by Local Agency that are necessarily infringed by the Work Product alone, or by the combination of the Work Product with anything else used by the State. 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 -parry 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, et seq. 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. Page 92 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 20. GENERAL PROVISIONS A. Assignment 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. Page 93 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 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. 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 I, 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 O, 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, Pil 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 Parry'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. Page 94 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 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. 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 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 XT 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 seq., 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. Page 9S of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 21. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) These Special Provisions apply to all contracts. Contractor refers to Local Agency and Contract refers to Agreement. 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(19), 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., applicable Local Agency law, rule or regulation. Financial obligations of the Parties 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. Page 96 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 State or other public funds payable under this Contract shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. Contractor hereby certifies and warrants that, during the term of this Contract and any extensions, Contractor has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that Contractor is in violation of this provision, the State may exercise any remedy available at law or in equity or under this Contract, including, without limitation, immediate termination of this Contract and any remedy consistent with federal copyright laws or applicable licensing restrictions. I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and 24-50-507, C.R.S. The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest whatsoever in the service or property described in this Contract. Contractor has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of 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 1, Exhibit J, Exhibit K, Exhibit M, Exhibit N and Exhibit O 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. Page 97 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 Name of Project Project Number: SubAccount #: 1. General Description =91 ill 41 WA Scope of Work Pueblo 18t" Street Bridge Rehab BRO M086-104 26412 The culverts and surrounding area will be maintained and repaired. The culverts are 20-35% full of sediment that will be removed. Once the sediment is removed, all five culverts will be cleaned, prepped, and lined with a rust -resistant, spray -on, flexible polymer coating. A substantial amount of erosion that has occurred on the upstream and downstream side of the culverts will be regraded. There are numerous trees and shrubs that will be removed. A rip rap apron will be placed at the inlets and outlets. Additionally, crack -sealing and guardrail replacement will complete the rehabilitation. Supplemental items that will also be part of the project include engineering services, revegetating disturbed areas with upland seeding, channel diversion, mobilization, and traffic control. If ARPA funds are used, all ARPA funds must be encumbered by December 31, 2024. All work funded by ARPA must be completed by December 31, 2026 and all bills must be submitted to CDOT for payment by January 31, 2027. These bills must be paid by CDOT by March 31, 2027. By accepting funds for this Scope of Work, Local Agency acknowledges, understands, and accepts the continuing responsibility for the safety of the traveling public after initial acceptance of the project. Local Agency is responsible for maintaining and operating the scope of work described in this Exhibit A constructed under this Agreement at its own cost and expense during its useful life. THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK Page 98 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 EXHIBIT B SAMPLE IGA OPTION LETTER Date State Fiscal Year Option Letter No. Project Code Original Agreement # Vendor Name: Option to unilaterally add phasing to include Design, Construction, Environmental, Utilities, ROW incidentals or Miscellaneous and to update encumbrance amount(s). Option to unilaterally transfer funds from one phase to another phase. Option to unilaterally add phasing to include Design, Construction, Environmental, Utilities, ROW incidentals or Miscellaneous, to update encumbrance amount(s), and to unilaterally transfer funds from one phase to another phase. Option to unilaterally extend the term of this Agreement and/or update a Work Phase Performance Period and/or modify OMB Guidance. Option A In accordance with the terms of the original Agreement between the State of Colorado, Department of Transportation and the Local Agency, the State hereby exercises the option to authorize the Local Agency to add a phase and to encumber funds for the phase based on changes in funding availability and authorization. The total encumbrance is (or increased) by $0.00. A new Exhibit C-1 is made part of the original Agreement and replaces Exhibit C. Option B In accordance with the terms of the original Agreement between the State of Colorado, Department of Transportation and the Local Agency, the State hereby exercises the option to transfer funds based on variance in actual phase costs and original phase estimates. A new Exhibit C-1 is made part of the original Agreement and replaces Exhibit C. Option C In accordance with the terms of the original Agreement between the State of Colorado, Department of Transportation and the Local Agency, the State hereby exercises the option to 1) release the Local Agency to begin a phase; 2) to encumber funds for the phase based upon changes in funding availability and authorization; and 3) to transfer funds from phases based on variance in actual phase costs and Page 99 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 original phase estimates. A new Exhibit C-1 is made part of the original Agreement and replaces Exhibit C. Option D In accordance with the terms of the original Agreement between the State of Colorado, Department of Transportation and the Local Agency, the State hereby exercises the option 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. This is made part of the original Agreement and replaces the Expiration Date shown on the Signature and Cover Page. Any updated version of Exhibit C shall be attached to any executed Option Letter as Exhibit C-1 (with subsequent exhibits labeled C-2, C-3, etc.). The effective date of this option letter is upon approval of the State Controller or delegate. STATE OF COLORADO Jared S. Polis Department of Transportation By: Keith Stefanik, P.E., Chief Engineer (For) Shoshana M. Lew, Executive Director Date: ALL AGREEMENTS MUST BE APPROVED BY THE STATE CONTROLLER CRS §24-30-202 requires the State Controller to approve all State Agreements. This Agreement is not valid until signed and dated below by the State Controller or delegate. Contractor is not authorized to begin performance until such time. If the Local Agency begins performing prior thereto, the State of Colorado is not obligated to pay the Local Agency for such performance or for any goods and/or services provided hereunder. STATE OF COLORADO STATE CONTROLLER Robert Jaros, CPA, MBA, JD Colorado Department of Transportation Date: Page 100 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 EXHIBIT C FUNDING PROVISIONS City of Pueblo — BRO M086-104 (26412) A. Cost of Work Estimate The Local Aaencv has estimated the total cost the Work to be $560.000.00. which is to be funded as follows 1. FUNDING a. Federal Funds (80% of BRO Award) b. Local Agency Funds (20% of BRO Award) $448,000.00 $112,000.00 TOTAL FUNDS ALL SOURCES $560,000.00 2. OMB UNIFORM GUIDANCE a. Federal Award Identification Number (FAIN): TBD b. Name of Federal Awarding Agency: FHWA C. Local Agency Unique Entity Identifier NJK3BNUDRHJ7 d. Assistance Listing # Highway Planning and Construction ALN 20.205 e. Is the Award for R&D? No f. Indirect Cost Rate (if applicable) N/A g. Amount of Federal Funds Obligated by this Action: $0.00 h. Amount of Federal Funds Obligated to Date (including this Action): $0.00 3. ESTIMATED PAYMENT TO LOCAL AGENCY a. Federal Funds Budgeted $448,000.00 b. Less Estimated Federal Share of CDOT-Incurred Costs $0.00 TOTAL ESTIMATED PAYMENT TO LOCAL AGENCY 80% $448,000.00 TOTAL ESTIMATED FUNDING BY LOCAL AGENCY 20% $112,000.00 TOTAL PROJECT ESTIMATED FUNDING 100% $560,000.00 4. FOR CDOT ENCUMBRANCE PURPOSES a. Total Encumbrance Amount (Federal funds + Local Agency funds) $560,000.00 b. Less ROW Acquisition 3111 and/or ROW Relocation 3109 $0.00 NET TO BE ENCUMBERED BY CDOT IS AS FOLLOWS $560,000.00 Note: No funds are currently available. Design and Construction funds will become available after execution of an Option letter (Exhibit B) or formal Amendment. WBS Element 26412.10.30 Performance Period Start*/End Date Design 3020 $0.00 TBD — TBD WBS Element 26412.20.10 Performance Period Start*/End Date Const. 3301 $0.00 TBD - TBD * The Local Agency should not begin work until all three (3) of the following are in place: 1) Phase Performance Period Start Date; 2) the execution of the document encumbering funds for the respective phase; and 3) Local Agency receipt of the official Notice to Proceed. Any work performed before these three (3) milestones are achieved will not be reimbursable. B. Funding Ratios The funding ratio for the federal funds for this Work is 80% federal funds to 20% Local Agency funds, and this ratio applies only to the $560,000.00 that is eligible for federal funding. All other costs are borne by the Local Agency at 100%. If the total cost of performance of the Work exceeds $560,000.00, and Page 101 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 additional federal funds are not available, the Local Agency shall pay all such excess costs. If the total cost of performance of the Work is less than $560,000.00, then the amounts of Local Agency and federal funds will be decreased in accordance with the funding ratio described in Al. This applies to the entire scope of Work. C. Maximum Amount Payable The maximum amount payable to the Local Agency under this Agreement shall be $448,000.00. For CDOT accounting purposes, the federal funds of $448,000.00 and the Local Agency funds of $112,000.00 will be encumbered for a total encumbrance of $560,000.00, unless this amount is increased by an executed amendment before any increased cost is incurred. The total budget is $560,000.00, unless this amount is increased by an executed amendment before any increased cost is incurred. The total cost of the Work is the best estimate available, based on the design data as approved at the time of execution of this Agreement, and that any cost is subject to revisions agreed to by the parties prior to bid and award. The maximum amount payable will be reduced without amendment when the actual amount of the Local Agency's awarded Agreement is less than the budgeted total of the federal funds and the Local Agency funds. The maximum amount payable will be reduced through the execution of an Option Letter as described in Section 7. E. of this contract. This applies to the entire scope of Work. D. Single Audit Act Amendment All state and local government and non-profit organizations receiving $750,000 or more from all funding sources defined as federal financial assistance for Single Audit Act Amendment purposes shall comply with the audit requirements of 2 CFR part 200, subpart F (Audit Requirements) see also, 49 CFR 18.20 through 18.26. The Single Audit Act Amendment requirements applicable to the Local Agency receiving federal funds are as follows: i. Expenditure less than $750,000 If the Local Agency expends less than $750,000 in Federal funds (all federal sources, not just Highway funds) in its fiscal year then this requirement does not apply. ii. Expenditure of $750,000 or more -Highway Funds Only If the Local Agency expends $750,000 or more, in Federal funds, but only received federal Highway funds (Catalog of Federal Domestic Assistance, CFDA 20.205) then a program specific audit shall be performed. This audit will examine the "financial" procedures and processes for this program area. iii. Expenditure of $750,000 or more -Multiple Funding Sources If the Local Agency expends $750,000 or more in Federal funds, and the Federal funds are from multiple sources (FTA, HUD, NPS, etc.) then the Single Audit Act applies, which is an audit on the entire organization/entity. iv. Independent CPA Single Audit shall only be conducted by an independent CPA, not by an auditor on staff. An audit is an allowable direct or indirect cost. Page 102 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 Exhibit D: Local Agency Resolution bty of PUEBLO Jill Background Paper for Proposed City Clerk's Office Item # R6 Ordinance COUNCIL MEETING DATE: August 26, 2024 TO: President Mark Aliff and Members of City Council CC: Mayor Heather Graham VIA: Marisa Stoller, City Clerk FROM: Andrew Hayes, Public Works Director SUBJECT: AN ORDINANCE APPROVING AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY OF PUEBLO, A COLORADO MUNICIPAL CORPORATION, AND THE STATE OF COLORADO, ACTING BY AND THROUGH THE COLORADO DEPARTMENT OF TRANSPORTATION, PROJECT: BRO M086-104 (26412) PUEBLO 18TH STREET BRIDGE REHAB, ACCEPTING A GRANT IN THE AMOUNT OF $448,000.00, ESTABLISHING PROJECT ACCOUNT C12446, 18TH STREET REHABILITATION, TRANSFERRING $112,000.00 FROM PROJECT ACCOUNT HUAN01, STREET RESURFACING PROJECT TO PROJECT ACCOUNT C12446, 18TH STREET BRIDGE REHABILITATION PROJECT, BUDGETING AND APPROPRIATING FUNDS IN THE AMOUNT OF $560,000, AND AUTHORIZING THE MAYOR TO EXECUTE SAME SUMMARY: This Ordinance approves an Intergovernmental Agreement ("IGA") between Pueblo, a Colorado Municipal Corporation ("City") and the State of Colorado, Colorado Department of Transportation ("CDOT") accepting a grant in the amount of $448,000, creates Project Account C12446 for Pueblo 18th Street Rehabilitation Project, transfers $112,000 for the required 20% match from Project Account HUAN01, and budgets and appropriates funds totaling $560,000 for the Project. PREVIOUS COUNCIL ACTION: None. BACKGROUND: This Ordinance accepts the Off -System Bridge Program (BRO) grant award for 18th Street Bridge. The City submitted a grant to CDOT for the 18th Street Bridge Rehab Project. Pueblo's Exhibit D: Page 1 of 5 Page 103 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 West Side has always been somewhat Pueblo. Just last year, the remaining two is a complete connection between the W. disconnected and isolated from the rest of blocks of W. 18th have been built. Now there 18th St bridge and CO State Hwy 45A. The 18th Street bridge, built in 1973, spans across Wildhorse and Dry Creek. The culverts and surrounding area are in need of maintenance and repairs and are necessary to prolong the life of the culverts and bridge structure, to ensure the culverts are functioning as designed in the floodway, and have the intended flow capacity needed. Upon inspection, the City of Pueblo has determined that the culverts are 20- 35% full of sediment which needs to be removed. Once the sediment is removed, all five culverts will be lined with Culvert Armoring to combat the rusting and pin holes. This lining should increase the service life of the culverts by 50 years. A substantial amount of erosion has occurred on the upstream and downstream side of the culverts that will require regrading. The regrading will allow for a more distributed flow among the culverts. There are a numerous number of trees and shrubs hindering flow that will be removed. Removing these trees and shrubs will protect the culverts and bridge structure from any displacement or abrasions from the root systems. A rip rap apron will be placed at the inlets and outlets to prevent these erosion and sediment issues from occurring again. Additionally, crack -sealing and guardrail replacement will complete the rehabilitation. The Department of Public Works has reviewed and is familiar with the grant application, award, and associated draft agreement, and to the best of our knowledge and belief, the City has the present ability to comply with all monetary expenditures, special conditions, certifications and assurances therein contained. FINANCIAL IMPLICATIONS: The matching funds in the amount of $112,000.00 will be transferred from Project Account HUAN01, Street Resurfacing to Project Account C12446, 18th Street Bridge Rehabilitation. Funds in the amount of $560,000.00 shall be budgeted and appropriated for Project Account C12446. BOARD/COMMISSION RECOMMENDATION: None. STAKEHOLDER PROCESS: None. ALTERNATIVES: Currently, there are no alternatives for completing the improvements without the funding from the Off -System Bridge Program funds. RECOMMENDATION: Approve the Ordinance. Exhibit D: Page 2 of 5 Page 104 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 ATTACHMENTS: 1. Draft Agreement (26412) Exhibit D: Page 3 of 5 Page 105 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 ORDINANCE NO. 10762 AN ORDINANCE APPROVING AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY OF PUEBLO, A COLORADO MUNICIPAL CORPORATION, AND THE STATE OF COLORADO, ACTING BY AND THROUGH THE COLORADO DEPARTMENT OF TRANSPORTATION, PROJECT: BRO M086- 104 (26412) PUEBLO 18TH STREET BRIDGE REHAB, ACCEPTING A GRANT IN THE AMOUNT OF $448,000.00, ESTABLISHING PROJECT ACCOUNT C12446, 18TH STREET REHABILITATION, TRANSFERRING $112,000.00 FROM PROJECT ACCOUNT HUAN01, STREET RESURFACING PROJECT TO PROJECT ACCOUNT C12446, 18TH STREET BRIDGE REHABILITATION PROJECT, BUDGETING AND APPROPRIATING FUNDS IN THE AMOUNT OF $560,000, AND AUTHORIZING THE MAYOR TO EXECUTE SAME BE IT ORDAINED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1. Project Account C12446, 18th Street Bridge Rehabilitation Project, is hereby established. SECTION 2. The Intergovernmental Agreement ("IGA") between the City of Pueblo ("City"), a Colorado Municipal Corporation, and the State of Colorado, acting with and through the Colorado Department of Transportation ("CDOT"), Project: BRO M086-104 (26412), Pueblo 18th Street Bridge Rehab, a copy of which is attached hereto, having been approved as to form by the City Attorney, is hereby approved. SFCTION 3 Funds in the amount of $112,000.00 are hereby transferred from Project Account HUAN01, Street Resurfacing to Project Account C12446, 18th Street Bridge Rehabilitation Project, and budgeted and appropriated for the 18th Street Bridge Rehabilitation Project Account, C12446. SECTION 4. Subject to encumbrances by the Colorado State Department of Transportation, funds in the amount of $560,000.00 are hereby budgeted and appropriated for the 18th Street Bridge Rehabilitation into Project Account C12446. 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. Page 106 of 262 Exhibit D: Page 4 of 5 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 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 August 12, 2024. Final adoption of Ordinance by City Council on August 26, 2024. DocuSigned by: guff President of City ouncil Action by the Mayor: El Approved on 8/28/2024 1 8:12 AM MDT ❑ 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. ATTEST igned by: F�tvt(, PU16 t,f'C Deputy City Cler President of City Council Exhibit D: Page 5 of 5 Page 107 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 exhibit E: Local Agency Administration Checklist COLORADO DEPARTMENT OF TRANSPORTATION LOCAL AGENCY CONTRACT ADMINISTRATION CHECKLIST Project No. STIP No. Project Code Region BRO M086-104 SR25164.086 26412 2 Project Location Date Pueblo 18th Street Bridge in Pueblo Colorado 5/14/2024 Project Description Pueblo 18th Street Bridge Rehab Local Agency Local Agency Project Manager The City of Pueblo Kelly Grisham CDOT Resident Engineer CDOT Project Manager Lachelle Davis Don Scanga INSTRUCTIONS: This checklist shall be utilized to establish the contract administration responsibilities of the individual parties to this agreement. The checklist becomes an attachment to the Local Agency agreement. Section numbers correspond to the applicable chapters of the CDOT Local Agency Manual. The checklist shall be prepared by placing an "X" under the responsible party, opposite each of the tasks. The "X" denotes the party responsible for initiating and executing the task. Only one responsible party should be selected. When neither CDOT nor the Local Agency is responsible for a task, not applicable (NA) shall be noted. In addition, a "#" will denote that CDOT must concur or approve. Tasks that will be performed by Headquarters staff will be indicated. The Regions, in accordance with established policies and procedures, will determine who will perform all other tasks that are the responsibility of CDOT. The checklist shall be prepared by the CDOT Resident Engineer or the CDOT Project Manager, in cooperation with the Local Agency Project Manager, and submitted to the Region Program Engineer. If contract administration responsibilities change, the CDOT Resident Engineer, in cooperation with the Local Agency Project Manager, will prepare and distribute a revised checklist. Note: Failure to comply with applicable Federal and State requirements may result in the loss of Federal or State participation in funding. NO. DESCRIPTION OF TASK RESPONSIBLE PARTY LA CDOT TIP / STIP AND LONG-RANGE PLANS 2.1 Review Project to ensure it is consist with STIP and amendments thereto X FEDERAL FUNDING OBLIGATION AND AUTHORIZATION 4.1 Authorize funding by phases (CDOT Form 418 - Federal -aid Program Data. Requires FHWA concurrence/involvement X PROJECT DEVELOPMENT 5.1 Prepare Design Data - CDOT Form 463 X X 5.2 Prepare Local Agency/CDOT Inter -Governmental Agreement see also Chapter 3 X 5.3 Conduct Consultant Selection/Execute Consultant Agreement X 5.4 Conduct Design Scoping Review Meeting X 5.5 Conduct Public Involvement X 5.6 Conduct Field Inspection Review FIR X 5.7 Conduct Environmental Processes (may require FHWA concurrence/involvement) X 5.8 Acquire Right -of -Way ma require FHWA concurrence/involvement X 5.9 Obtain Utility and Railroad Agreements X 5.10 Conduct Final Office Review FOR X 5.11 Justify Force Account Work by the Local Agency X 5.12 Justify Proprietary, Sole Source, or Local Agency Furnished Items X 5.13 Document Design Exceptions - CDOT Form 464 X 5.14 Prepare Plans, Specifications and Construction Cost Estimates X Page 108 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 NO. DESCRIPTION OF TASK RESPONSIBLE PARTY LA CDOT 5.15 Ensure Authorization of Funds for Construction X PROJECT DEVELOPMENT CIVIL RIGHTS AND LABOR COMPLIANCE 6.1 Set Underutilized Disadvantaged Business Enterprise (UBDE) Goals for Consultant and Construction Contracts (CDOT Region EEO/Civil Rights Specialist) X 6.2 Determine Applicability of Davis -Bacon Act This project ❑ is X is not exempt from Davis -Bacon requirements as determined by the functional classification of the project location (Projects located on local roads and rural minor collectors may be exempt.) Lachelle Davis 5/14/2024 CDOT Resident Engineer (Signature on File Date X 6.3 Set On -the -Job Training Goals. Goal is zero if total construction is less than $1 million (CDOT Region EEO/Civil Rights Specialist X 6.4 Title VI Assurances X Ensure the correct Federal Wage Decision all required Disadvantaged Business g q g I I IN Enterprise/On-the-Job Trainin s eaa rovisions and FHWA Form 1273 are included in the 9 P P Contract CDOT Resident Engineer) X ADVERTISE, BID AND AWARD 7.1 Obtain Approval for Advertisement Period of Less Than Three Weeks X 7.2 Advertise for Bids X 7.3 Distribute "Advertisement Set" of Plans and Specifications X 7.4 Review Worksite and Plan Details with Prospective Bidders While Project Is Under Advertisement X 7.5 Open Bids X 7.6 Process Bids for Compliance Check CDOT Form 715 - Certificate of Proposed Underutilized DBE Participation when the low bidder meets UDBE goals X Evaluate CDOT Form 718 -Underutilized DBE Good Faith Effort Documentation and determine if the Contractor has made a good faith effort when the low bidder does not meet DBE goals X Submit required documentation for CDOT award concurrence X 7.7 Concurrence from CDOT to Award X 7.8 Approve Rejection of Low Bidder X 7.9 Award Contract X 7.10 Provide "Award" and "Record" Sets of Plans and Specifications X CONSTRUCTION MANAGEMENT 8.1 Issue Notice to Proceed to the Contractor X 8.2 Project Safety X X 8.3 Conduct Conferences: Pre Construction Conference (Appendix B X Pre survey • Construction staking • Monumentation X X Partnering (Optional) X Structural Concrete Pre -Pour (Agenda is in CDOT Construction Manual X Concrete Pavement Pre -Paving (Agenda is in CDOT Construction Manual) X HMA Pre -Paving (Agenda is in CDOT Construction Manual) X 8.4 Develop and distribute Public Notice of Planned Construction to media and local residents X 8.5 Supervise Construction A Professional Engineer PE registered in Colorado who will be "in responsible charge of 9 ( ) g P g construction supervision." Kurt Patrick 719-553-2283 Local Agency Professional Engineer or Phone number 9 Y g CDOT Resident Engineer X Provide competent,experienced erienced staff who will ensure the Contract work is constructed in accordance with the plans andspecifications X Page 109 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 RESPONSIBLE NO. DESCRIPTION OF TASK PARTY LA CDOT Construction inspection and documentation X 8.6 Approve Shop Drawings X 8.7 Perform Traffic Control Inspections X 8.8 Perform Construction Surveying X 8.9 Monument Right -of -Way X 8.10 Prepare and Approve Interim and Final Contractor Pay Estimates X Provide the name and phone number of the person authorized for this task. Kelly Grisham 719-553-2254 Local Agency Representative Phone number 8.11 Prepare and Approve Interim and Final Utility and Railroad Billings X 8.12 Prepare and Authorize Change Orders X 8.13 Submit Change Order Package to CDOT X 8.14 Prepare Local Agency Reimbursement Requests X 8.15 Monitor Project Financial Status X 8.16 Prepare and Submit Monthly Progress Reports X 8.17 Resolve Contractor Claims and Disputes X 8.18 Conduct Routine and Random Project Reviews Provide the name and phone number of the person responsible for this task. X Don Scanga 719-546-5434 CDOT Resident Engineer Phone number MATERIALS 9.1 Discuss Materials at Pre -Construction Meeting X • Buy America documentation required prior to installation of steel 9.2 Complete CDOT Form 250 - Materials Documentation Record • Generate form, which includes determining the minimum number of required tests and X applicable material submittals for all materials placed on the project • Update the form as work progresses X • Complete and distribute form after work is completed X 9.3 Perform Project Acceptance Samples and Tests X 9.4 Perform Laboratory Verification Tests X 9.5 Accept Manufactured Products X Inspection of structural components: • Fabrication of structural steel and pre -stressed concrete structural components X • Bridge modular expansion devices (0" to 6" or greater) X • Fabrication of bearing devices X 9.6 Approve Sources of Materials X 9.7 Independent Assurance Testing (IAT), Local Agency Procedures ❑ CDOT Procedures X • Generate IAT schedule X • Schedule and provide notification X • Conduct IAT X 9.8 Approve mix designs • Concrete X • Hot mix asphalt X 9.9 Check Final Materials Documentation X 9.10 Complete and Distribute Final Materials Documentation X CONSTRUCTION CIVIL RIGHTS AND LABOR COMPLIANCE 10.1 Fulfill Project Bulletin Board and Pre -Construction Packet Requirements X 10.2 Process CDOT Form 205 - Sublet Permit Application Review and sign completed CDOT Form 205 for each subcontractor, and submit to X EEO/Civil Rights Specialist Page 110 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 NO. DESCRIPTION OF TASK RESPONSIBLE PARTY LA CDOT 10.3 Conduct Equal Employment Opportunity and Labor Compliance Verification Employee Interviews. Complete CDOT Form 280 X 10.4 Monitor Disadvantaged Business Enterprise Participation to Ensure Compliance with the "Commercially Useful Function" Requirements X 10.5 Conduct Interviews When Project Utilizes On -the -Job Trainees. Complete CDOT Form 200 - OJT Training Questionnaire X 10.6 Check Certified Payrolls (Contact the Region EEO/Civil Rights Specialists for training requirements.) X 10.7 Submit FHWA Form 1391 - Highway Construction Contractor's Annual EEO Report X FINALS 11.1 Conduct Final Project Inspection. Complete and submit CDOT Form 1212 - Final Acceptance Report (Resident Engineer with mandatory Local Agency participation.) X 11.2 Write Final Project Acceptance Letter X 11.3 Advertise for Final Settlement X 11.4 Prepare and Distribute Final As -Constructed Plans X 11.5 Prepare EEO Certification X 11.6 Check Final Quantities, Plans, and Pay Estimate; Check Project Documentation; and submit Final Certifications X 11.7 Check Material Documentation and Accept Final Material Certification See Chapter 9 X 11.8 Obtain CDOT Form 17 from the Contractor and Submit to the Resident Engineer X 11.9 Obtain FHWA Form 47 - Statement of Materials and Labor Used ... from the Contractor X 11.10 Complete and Submit CDOT Form 1212 — Final Acceptance Report (by CDOT X 11.11 Process Final Payment X 11.12 Complete and Submit CDOT Form 950 - Project Closure X 11.13 Retain Project Records for Six Years from Date of Project Closure X 11.14 Retain Final Version of Local Agency Contract Administration Checklist X cc: CDOT Resident Engineer/Project Manager CDOT Region Program Engineer CDOT Region EEO/Civil Rights Specialist CDOT Region Materials Engineer CDOT Contracts and Market Analysis Branch Local Agency Project Manager Page 111 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 EXHIBIT F CERTIFICATION FOR FEDERAL -AID CONTRACTS The Local Agency certifies, by signing this Agreement, to the best of its knowledge and belief, that: No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, Agreement, loan, or cooperative agreement. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer of Congress, or an employee of a Member of Congress in connection with this Federal contract, Agreement, loan, or cooperative agreement, the undersigned shall complete and submit Standard Fonn-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such sub- recipients shall certify and disclose accordingly. Page 112 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 FXHIRIT [. DISADVANTAGED BUSINESS ENTERPRISES SECTION 1. Policy It is the policy of the Colorado Department of Transportation (CDOT) that Disadvantaged Business Enterprises (DBEs) shall have the maximum opportunity to participate in the performance of contracts financed in whole or in part with Federal funds under this agreement, pursuant to 49 CFR Part 26. Accordingly, CDOT's federally approved DBE Program Plan shall apply to this agreement. SECTION 2. Subrecipient and Participant Obligation. The Local Agency and its subrecipients agrees to ensure that DBEs certified through the Colorado Unified Certification Program have the maximum opportunity to participate in the performance of contracts and subcontracts financed in whole or in part with Federal funds provided under this agreement. All participants on contracts and subcontracts financed in whole or in part with Federal funds provided under this Agreement shall take all necessary and reasonable steps in accordance with the CDOT's federally approved DBE Program Plan to ensure that DBEs have the maximum opportunity to compete for and perform contracts. Local Agency subrecipients and their contractors shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of CDOT and federally assisted contracts. SECTION 3. DBE Program. The Local Agency subrecipient shall be responsible for complying with CDOT's FHWA-approved DBE Program Plan. Local Agency requirements can be found at: https://www.codot.gov/business/civiIrights Page 113 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 EXHIBIT H LOCAL AGENCY PROCEDURES FOR CONSULTANT SERVICES Title 23 Code of Federal Regulations (CFR) 172 applies to a federally funded Local Agency project agreement administered by CDOT that involves professional consultant services. 23 CFR 172.1 states "The policies and procedures involve federally funded contracts for engineering and design related services for projects subject to the provisions of 23 U.S.C. 112(a) and are issued to ensure that a qualified consultant is obtained through an equitable selection process, that prescribed work is properly accomplished in a timely manner, and at fair and reasonable cost" and according to 23 CFR 172.5 "Price shall not be used as a factor in the analysis and selection phase." Therefore, local agencies must comply with these CFR requirements when obtaining professional consultant services under a federally funded consultant contract administered by CDOT. CDOT has formulated its procedures in Procedural Directive (P.D.) 400.1 and the related operations guidebook titled "Obtaining Professional Consultant Services". This directive and guidebook incorporate requirements from both Federal and State regulations, i.e., 23 CFR 172 and CRS §24-30-1401 et seq. Copies of the directive and the guidebook may be obtained upon request from CDOT's Agreements and Consultant Management Unit. [Local agencies should have their own written procedures on file for each method of procurement that addresses the items in 23 CFR 172]. Because the procedures and laws described in the Procedural Directive and the guidebook are quite lengthy, the subsequent steps serve as a short -hand guide to CDOT procedures that a Local Agency must follow in obtaining professional consultant services. This guidance follows the format of 23 CFR 172. The steps are: 1. The contracting Local Agency shall document the need for obtaining professional services. 2. Prior to solicitation for consultant services, the contracting Local Agency shall develop a detailed scope of work and a list of evaluation factors and their relative importance. The evaluation factors are those identified in C.R.S. 24-30-1403. Also, a detailed cost estimate should be prepared for use during negotiations. 3. The contracting agency must advertise for contracts in conformity with the requirements of C.R.S. 24-30- 1405. The public notice period, when such notice is required, is a minimum of 15 days prior to the selection of the three most qualified firms and the advertising should be done in one or more daily newspapers of general circulation. 4. The Local Agency shall not advertise any federal aid contract without prior review by the CDOT Regional Civil Rights Office (RCRO) to determine whether the contract shall be subject to a DBE contract goal. If the RCRO determines a goal is necessary, then the Local Agency shall include the goal and the applicable provisions within the advertisement. The Local Agency shall not award a contract to any Contractor or Consultant without the confirmation by the CDOT Civil Rights and Business Resource Center that the Contractor or Consultant has demonstrated good faith efforts. The Local Agency shall work with the CDOT RCRO to ensure compliance with the established terms during the performance of the contract. 5. The Local Agency shall require that all contractors pay subcontractors for satisfactory performance of work no later than 30 days after the receipt of payment for that work from the contractor. For construction projects, this time period shall be reduced to seven days in accordance with Colorado Revised Statute 24-91-103(2). If the Local Agency withholds retainage from contractors and/or allows contractors to withhold retainage from subcontractors, such retainage provisions must comply with 49 CFR26.29. 6. Payments to all Subconsultants shall be made within thirty days of receipt of payment from [the Local Agency] or no later than ninety days from the date of the submission of a complete invoice from the Subconsultant, whichever occurs first. If the Consultant has good cause to dispute an amount invoiced by a Subconsultant, the Consultant shall notify [the Local Agency] no later than the required date for payment. Such notification shall include the amount disputed and justification for the withholding. The Consultant shall maintain records of payment that show amounts paid to all Subconsultants. Good cause does not include the Consultant's failure to submit an invoice to the Local Agency or to deposit payments made. 7. The analysis and selection of the consultants shall be done in accordance with CRS §24-30-1403. This section of the regulation identifies the criteria to be used in the evaluation of CDOT pre -qualified prime consultants and their team. It also shows which criteria are used to short-list and to make a final selection. The short-list is based on the following evaluation factors: a. Qualifications, Page 114 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 b. Approach to the Work, c. Ability to furnish professional services. d. Anticipated design concepts, and e. Alternative methods of approach for furnishing the professional services. Evaluation factors for final selection are the consultant's: a. Abilities of their personnel, b. Past performance, c. Willingness to meet the time and budget requirement, d. Location, e. Current and projected work load, f. Volume of previously awarded contracts, and g. Involvement of minority consultants. 8. Once a consultant is selected, the Local Agency enters into negotiations with the consultant to obtain a fair and reasonable price for the anticipated work. Pre -negotiation audits are prepared for contracts expected to be greater than $50,000. Federal reimbursements for costs are limited to those costs allowable under the cost principles of 48 CFR 31. Fixed fees (profit) are determined with consideration given to size, complexity, duration, and degree of risk involved in the work. Profit is in the range of six to 15 percent of the total direct and indirect costs. 9. A qualified Local Agency employee shall be responsible and in charge of the Work to ensure that the workbeing pursued is complete, accurate, and consistent with the terms, conditions, and specifications of the contract. At the end of Work, the Local Agency prepares a performance evaluation (a CDOT form is available) on the consultant. CRS §§24-30-1401 THROUGH 24-30-1408, 23 CFR PART 172, AND P.D. 400.1, PROVIDE ADDITTONALDETAILS FOR COMPLYING WITH THE PRECEEDING EIGHT (8) STEPS. Page 11S of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 FHWA-1273 — Revised October 23, 2023 REQUIRED CONTRACT PROVISIONS FEDERAL -AID CONSTRUCTION CONTRACTS I. General II. Nondiscrimination III. Non -segregated Facilities IV. Davis -Bacon and Related Act Provisions V. Contract Work Hours and Safety Standards Act Provisions VI. Subletting or Assigning the Contract VII. Safety: Accident Prevention Vill. False Statements Concerning Highway Projects IX. Implementation of Clean Air Act and Federal Water Pollution Control Act X. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion XI. Certification Regarding Use of Contract Funds for Lobbying XII. Use of United States -Flag Vessels: ATTACHMENTS A. Employment and Materials Preference for Appalachian Development Highway System or Appalachian Local Access Road Contracts (included in Appalachian contracts only) I. GENERAL 1. Form FHWA-1273 must be physically incorporated in each construction contract funded under title 23, United States Code, as required in 23 CFR 633.102(b) (excluding emergency contracts solely intended for debris removal). The contractor (or subcontractor) must insert this form in each subcontract and further require its inclusion in all lower tier subcontracts (excluding purchase orders, rental agreements and other agreements for supplies or services). 23 CFR 633.102(e). The applicable requirements of Form FHWA-1273 are incorporated by reference for work done under any purchase order, rental agreement or agreement for other services. The prime contractor shall be responsible for compliance by any subcontractor, lower -tier subcontractor or service provider. 23 CFR 633.102(e). Form FHWA-1273 must be included in all Federal -aid design - build contracts, in all subcontracts and in lower tier subcontracts (excluding subcontracts for design services, purchase orders, rental agreements and other agreements for supplies or services) in accordance with 23 CFR 633.102. The design -builder shall be responsible for compliance by any subcontractor, lower -tier subcontractor or service provider. Contracting agencies may reference Form FHWA-1273 in solicitation -for -bids or request -for -proposals documents, however, the Form FHWA-1273 must be physically incorporated (not referenced) in all contracts, subcontracts and lower -tier subcontracts (excluding purchase orders, rental agreements and other agreements for supplies or services related to a construction contract). 23 CFR 633.102(b). 2. Subject to the applicability criteria noted in the following sections, these contract provisions shall apply to all work performed on the contract by the contractor's own organization and with the assistance of workers under the contractor's immediate superintendence and to all work performed on the contract by piecework, station work, or by subcontract. 23 CFR 633.102(d). 3. A breach of any of the stipulations contained in these Required Contract Provisions may be sufficient grounds for withholding of progress payments, withholding of final payment, termination of the contract, suspension / debarment or any other action determined to be appropriate by the contracting agency and FHWA. 4. Selection of Labor: During the performance of this contract, the contractor shall not use convict labor for any purpose within the limits of a construction project on a Federal -aid highway unless it is labor performed by convicts who are on parole, supervised release, or probation. 23 U.S.C. 114(b). The term Federal -aid highway does not include roadways functionally classified as local roads or rural minor collectors. 23 U.S.C. 101(a). II. NONDISCRIMINATION (23 CFR 230.107(a); 23 CFR Part 230, Subpart A, Appendix A; EO 11246) The provisions of this section related to 23 CFR Part 230, Subpart A, Appendix A are applicable to all Federal -aid construction contracts and to all related construction subcontracts of $10,000 or more. The provisions of 23 CFR Part 230 are not applicable to material supply, engineering, or architectural service contracts. In addition, the contractor and all subcontractors must comply with the following policies: Executive Order 11246, 41 CFR Part 60, 29 CFR Parts 1625-1627, 23 U.S.C. 140, Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794), Title VI of the Civil Rights Act of 1964, as amended (42 U.S.C. 2000d et seq.), and related regulations including 49 CFR Parts 21, 26, and 27; and 23 CFR Parts 200, 230, and 633. The contractor and all subcontractors must comply with: the requirements of the Equal Opportunity Clause in 41 CFR 60- 1.4(b) and, for all construction contracts exceeding $10,000, the Standard Federal Equal Employment Opportunity Construction Contract Specifications in 41 CFR 60-4.3. Note: The U.S. Department of Labor has exclusive authority to determine compliance with Executive Order 11246 and the policies of the Secretary of Labor including 41 CFR Part 60, and 29 CFR Parts 1625-1627. The contracting agency and the FHWA have the authority and the responsibility to ensure compliance with 23 U.S.C. 140, Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794), and Title VI of the Civil Rights Act of 1964, as amended (42 U.S.C. 2000d et seq.), and related regulations including 49 CFR Parts 21, 26, and 27; and 23 CFR Parts 200, 230, and 633. The following provision is adopted from 23 CFR Part 230, Subpart A, Appendix A, with appropriate revisions to conform to the U.S. Department of Labor (US DOL) and FHWA requirements. Page 116 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 1. Equal Employment Opportunity: Equal Employment Opportunity (EEO) requirements not to discriminate and to take affirmative action to assure equal opportunity as set forth under laws, executive orders, rules, regulations (see 28 CFR Part 35, 29 CFR Part 1630, 29 CFR Parts 1625-1627, 41 CFR Part 60 and 49 CFR Part 27) and orders of the Secretary of Labor as modified by the provisions prescribed herein, and imposed pursuant to 23 U.S.C. 140, shall constitute the EEO and specific affirmative action standards for the contractor's project activities under this contract. The provisions of the Americans with Disabilities Act of 1990 (42 U.S.C. 12101 et seq.) set forth under 28 CFR Part 35 and 29 CFR Part 1630 are incorporated by reference in this contract. In the execution of this contract, the contractor agrees to comply with the following minimum specific requirement activities of EEO: a. The contractor will work with the contracting agency and the Federal Government to ensure that it has made every good faith effort to provide equal opportunity with respect to all of its terms and conditions of employment and in their review of activities under the contract. 23 CFR 230.409 (g)(4) & (5). b. The contractor will accept as its operating policy the following statement: "It is the policy of this Company to assure that applicants are employed, and that employees are treated during employment, without regard to their race, religion, sex, sexual orientation, gender identity, color, national origin, age or disability. Such action shall include: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship, pre -apprenticeship, and/or on-the-job training." 2. EEO Officer: The contractor will designate and make known to the contracting officers an EEO Officer who will have the responsibility for and must be capable of effectively administering and promoting an active EEO program and who must be assigned adequate authority and responsibility to do so. 3. Dissemination of Policy: All members of the contractor's staff who are authorized to hire, supervise, promote, and discharge employees, or who recommend such action or are substantially involved in such action, will be made fully cognizant of and will implement the contractor's EEO policy and contractual responsibilities to provide EEO in each grade and classification of employment. To ensure that the above agreement will be met, the following actions will be taken as a minimum: a. Periodic meetings of supervisory and personnel office employees will be conducted before the start of work and then not less often than once every six months, at which time the contractor's EEO policy and its implementation will be reviewed and explained. The meetings will be conducted by the EEO Officer or other knowledgeable company official. b. All new supervisory or personnel office employees will be given a thorough indoctrination by the EEO Officer, covering all major aspects of the contractor's EEO obligations within thirty days following their reporting for duty with the contractor. c. All personnel who are engaged in direct recruitment for the project will be instructed by the EEO Officer in the contractor's procedures for locating and hiring minorities and women. d. Notices and posters setting forth the contractor's EEO policy will be placed in areas readily accessible to employees, applicants for employment and potential employees. e. The contractor's EEO policy and the procedures to implement such policy will be brought to the attention of employees by means of meetings, employee handbooks, or other appropriate means. 4. Recruitment: When advertising for employees, the contractor will include in all advertisements for employees the notation: "An Equal Opportunity Employer." All such advertisements will be placed in publications having a large circulation among minorities and women in the area from which the project work force would normally be derived. a. The contractor will, unless precluded by a valid bargaining agreement, conduct systematic and direct recruitment through public and private employee referral sources likely to yield qualified minorities and women. To meet this requirement, the contractor will identify sources of potential minority group employees and establish with such identified sources procedures whereby minority and women applicants may be referred to the contractor for employment consideration. b. In the event the contractor has a valid bargaining agreement providing for exclusive hiring hall referrals, the contractor is expected to observe the provisions of that agreement to the extent that the system meets the contractor's compliance with EEO contract provisions. Where implementation of such an agreement has the effect of discriminating against minorities or women, or obligates the contractor to do the same, such implementation violates Federal nondiscrimination provisions. c. The contractor will encourage its present employees to refer minorities and women as applicants for employment. Information and procedures with regard to referring such applicants will be discussed with employees. 5. Personnel Actions: Wages, working conditions, and employee benefits shall be established and administered, and personnel actions of every type, including hiring, upgrading, promotion, transfer, demotion, layoff, and termination, shall be taken without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, age or disability. The following procedures shall be followed: a. The contractor will conduct periodic inspections of project sites to ensure that working conditions and employee facilities do not indicate discriminatory treatment of project site personnel. b. The contractor will periodically evaluate the spread of wages paid within each classification to determine any evidence of discriminatory wage practices. c. The contractor will periodically review selected personnel actions in depth to determine whether there is evidence of discrimination. Where evidence is found, the contractor will promptly take corrective action. If the review indicates that the discrimination may extend beyond the actions reviewed, such corrective action shall include all affected persons. d. The contractor will promptly investigate all complaints of alleged discrimination made to the contractor in connection with its obligations under this contract, will attempt to resolve such complaints, and will take appropriate corrective action Page 117 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 within a reasonable time. If the investigation indicates that the discrimination may affect persons other than the complainant, such corrective action shall include such other persons. Upon completion of each investigation, the contractor will inform every complainant of all of their avenues of appeal. 6. Training and Promotion: a. The contractor will assist in locating, qualifying, and increasing the skills of minorities and women who are applicants for employment or current employees. Such efforts should be aimed at developing full journey level status employees in the type of trade or job classification involved. b. Consistent with the contractor's work force requirements and as permissible under Federal and State regulations, the contractor shall make full use of training programs (i.e., apprenticeship and on-the-job training programs for the geographical area of contract performance). In the event a special provision for training is provided under this contract, this subparagraph will be superseded as indicated in the special provision. The contracting agency may reserve training positions for persons who receive welfare assistance in accordance with 23 U.S.C. 140(a). c. The contractor will advise employees and applicants for employment of available training programs and entrance requirements for each. d. The contractor will periodically review the training and promotion potential of employees who are minorities and women and will encourage eligible employees to apply for such training and promotion. 7. Unions: If the contractor relies in whole or in part upon unions as a source of employees, the contractor will use good faith efforts to obtain the cooperation of such unions to increase opportunities for minorities and women. 23 CFR 230.409. Actions by the contractor, either directly or through a contractor's association acting as agent, will include the procedures set forth below: a. The contractor will use good faith efforts to develop, in cooperation with the unions, joint training programs aimed toward qualifying more minorities and women for membership in the unions and increasing the skills of minorities and women so that they may qualify for higher paying employment. b. The contractor will use good faith efforts to incorporate an EEO clause into each union agreement to the end that such union will be contractually bound to refer applicants without regard to their race, color, religion, sex, sexual orientation, gender identity, national origin, age, or disability. c. The contractor is to obtain information as to the referral practices and policies of the labor union except that to the extent such information is within the exclusive possession of the labor union and such labor union refuses to furnish such information to the contractor, the contractor shall so certify to the contracting agency and shall set forth what efforts have been made to obtain such information. d. In the event the union is unable to provide the contractor with a reasonable flow of referrals within the time limit set forth in the collective bargaining agreement, the contractor will, through independent recruitment efforts, fill the employment vacancies without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, age, or disability; making full efforts to obtain qualified and/or qualifiable minorities and women. The failure of a union to provide sufficient referrals (even though it is obligated to provide exclusive referrals under the terms of a collective bargaining agreement) does not relieve the contractor from the requirements of this paragraph. In the event the union referral practice prevents the contractor from meeting the obligations pursuant to Executive Order 11246, as amended, and these special provisions, such contractor shall immediately notify the contracting agency. 8. Reasonable Accommodation for Applicants / Employees with Disabilities: The contractor must be familiar with the requirements for and comply with the Americans with Disabilities Act and all rules and regulations established thereunder. Employers must provide reasonable accommodation in all employment activities unless to do so would cause an undue hardship. 9. Selection of Subcontractors, Procurement of Materials and Leasing of Equipment: The contractor shall not discriminate on the grounds of race, color, religion, sex, sexual orientation, gender identity, national origin, age, or disability in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The contractor shall take all necessary and reasonable steps to ensure nondiscrimination in the administration of this contract. a. The contractor shall notify all potential subcontractors, suppliers, and lessors of their EEO obligations under this contract. b. The contractor will use good faith efforts to ensure subcontractor compliance with their EEO obligations. 10. Assurances Required: a. The requirements of 49 CFR Part 26 and the State DOT's FHWA-approved Disadvantaged Business Enterprise (DBE) program are incorporated by reference. b. The contractor, subrecipient or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR part 26 in the award and administration of DOT -assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the recipient deems appropriate, which may include, but is not limited to: (1) Withholding monthly progress payments; (2) Assessing sanctions; (3) Liquidated damages; and/or (4) Disqualifying the contractor from future bidding as non - responsible. c. The Title VI and nondiscrimination provisions of U.S. DOT Order 1050.2A at Appendixes A and E are incorporated by reference. 49 CFR Part 21. 11. Records and Reports: The contractor shall keep such records as necessary to document compliance with the EEO requirements. Such records shall be retained for a period of three years following the date of the final payment to the contractor for all contract work and shall be available at reasonable times and places for inspection by authorized representatives of the contracting agency and the FHWA. a. The records kept by the contractor shall document the following: Page 118 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 (1) The number and work hours of minority and non - minority group members and women employed in each work classification on the project; (2) The progress and efforts being made in cooperation with unions, when applicable, to increase employment opportunities for minorities and women; and (3) The progress and efforts being made in locating, hiring, training, qualifying, and upgrading minorities and women. b. The contractors and subcontractors will submit an annual report to the contracting agency each July for the duration of the project indicating the number of minority, women, and non - minority group employees currently engaged in each work classification required by the contract work. This information is to be reported on Form FHWA-1391. The staffing data should represent the project work force on board in all or any part of the last payroll period preceding the end of July. If on-the-job training is being required by special provision, the contractor will be required to collect and report training data. The employment data should reflect the work force on board during all or any part of the last payroll period preceding the end of July. III. NONSEGREGATED FACILITIES This provision is applicable to all Federal -aid construction contracts and to all related construction subcontracts of more than $10,000. 41 CFR 60-1.5. As prescribed by 41 CFR 60-1.8, the contractor must ensure that facilities provided for employees are provided in such a manner that segregation on the basis of race, color, religion, sex, sexual orientation, gender identity, or national origin cannot result. The contractor may neither require such segregated use by written or oral policies nor tolerate such use by employee custom. The contractor's obligation extends further to ensure that its employees are not assigned to perform their services at any location under the contractor's control where the facilities are segregated. The term "facilities" includes waiting rooms, work areas, restaurants and other eating areas, time clocks, restrooms, washrooms, locker rooms and other storage or dressing areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing provided for employees. The contractor shall provide separate or single -user restrooms and necessary dressing or sleeping areas to assure privacy between sexes. IV. DAVIS-BACON AND RELATED ACT PROVISIONS This section is applicable to all Federal -aid construction projects exceeding $2,000 and to all related subcontracts and lower -tier subcontracts (regardless of subcontract size), in accordance with 29 CFR 5.5. The requirements apply to all projects located within the right-of-way of a roadway that is functionally classified as Federal -aid highway. 23 U.S.C. 113. This excludes roadways functionally classified as local roads or rural minor collectors, which are exempt. 23 U.S.C. 101. Where applicable law requires that projects be treated as a project on a Federal -aid highway, the provisions of this subpart will apply regardless of the location of the project. Examples include: Surface Transportation Block Grant Program projects funded under 23 U.S.C. 133 [excluding recreational trails projects], the Nationally Significant Freight and Highway Projects funded under 23 U.S.C. 117, and National Highway Freight Program projects funded under 23 U.S.C. 167. The following provisions are from the U.S. Department of Labor regulations in 29 CFR 5.5 "Contract provisions and related matters" with minor revisions to conform to the FHWA- 1273 format and FHWA program requirements. 1. Minimum wages (29 CFR 5.5) a. Wage rates and fringe benefits. All laborers and mechanics employed or working upon the site of the work (or otherwise working in construction or development of the project under a development statute), will be paid unconditionally and not less often than once a week, and without subsequent deduction or rebate on any account (except such payroll deductions as are permitted by regulations issued by the Secretary of Labor under the Copeland Act (29 CFR part 3)), the full amount of basic hourly wages and bona fide fringe benefits (or cash equivalents thereof) due at time of payment computed at rates not less than those contained in the wage determination of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the contractor and such laborers and mechanics. As provided in paragraphs (d) and (e) of 29 CFR 5.5, the appropriate wage determinations are effective by operation of law even if they have not been attached to the contract. Contributions made or costs reasonably anticipated for bona fide fringe benefits under the Davis -Bacon Act (40 U.S.C. 3141(2)(B)) on behalf of laborers or mechanics are considered wages paid to such laborers or mechanics, subject to the provisions of paragraph 1.e. of this section; also, regular contributions made or costs incurred for more than a weekly period (but not less often than quarterly) under plans, funds, or programs which cover the particular weekly period, are deemed to be constructively made or incurred during such weekly period. Such laborers and mechanics must be paid the appropriate wage rate and fringe benefits on the wage determination for the classification(s) of work actually performed, without regard to skill, except as provided in paragraph 4. of this section. Laborers or mechanics performing work in more than one classification may be compensated at the rate specified for each classification for the time actually worked therein: Provided, That the employer's payroll records accurately set forth the time spent in each classification in which work is performed. The wage determination (including any additional classifications and wage rates conformed under paragraph 1.c. of this section) and the Davis -Bacon poster (WH-1321) must be posted at all times by the contractor and its subcontractors at the site of the work in a prominent and accessible place where it can be easily seen by the workers. b. Frequently recurring classifications. (1) In addition to wage and fringe benefit rates that have been determined to be prevailing under the procedures set forth in 29 CFR part 1, a wage determination may contain, pursuant to § 1.3(f), wage and fringe benefit rates for classifications of laborers and mechanics for which conformance requests are regularly submitted pursuant to paragraph 1.c. of this section, provided that: (i) The work performed by the classification is not performed by a classification in the wage determination for which a prevailing wage rate has been determined; Page 119 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 (ii) The classification is used in the area by the construction industry; and (iii) The wage rate for the classification bears a reasonable relationship to the prevailing wage rates contained in the wage determination. (2) The Administrator will establish wage rates for such classifications in accordance with paragraph 1.c.(1)(iii) of this section. Work performed in such a classification must be paid at no less than the wage and fringe benefit rate listed on the wage determination for such classification. c. Conformance. (1) The contracting officer must require that any class of laborers or mechanics, including helpers, which is not listed in the wage determination and which is to be employed under the contract be classified in conformance with the wage determination. Conformance of an additional classification and wage rate and fringe benefits is appropriate only when the following criteria have been met: (i) The work to be performed by the classification requested is not performed by a classification in the wage determination: and (ii) The classification is used in the area by the construction industry; and (iii) The proposed wage rate, including any bona fide fringe benefits, bears a reasonable relationship to the wage rates contained in the wage determination. (2) The conformance process may not be used to split, subdivide, or otherwise avoid application of classifications listed in the wage determination. (3) If the contractor and the laborers and mechanics to be employed in the classification (if known), or their representatives, and the contracting officer agree on the classification and wage rate (including the amount designated for fringe benefits where appropriate), a report of the action taken will be sent by the contracting officer by email to DBAconformance(a)dol.gov. The Administrator, or an authorized representative, will approve, modify, or disapprove every additional classification action within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30—day period that additional time is necessary. (4) In the event the contractor, the laborers or mechanics to be employed in the classification or their representatives, and the contracting officer do not agree on the proposed classification and wage rate (including the amount designated for fringe benefits, where appropriate), the contracting officer will, by email to DBAconforman2g@_ ol.gov, refer the questions, including the views of all interested parties and the recommendation of the contracting officer, to the Administrator for determination. The Administrator, or an authorized representative, will issue a determination within 30 days of receipt and so advise the contracting officer or will notify the contracting officer within the 30—day period that additional time is necessary. (5) The contracting officer must promptly notify the contractor of the action taken by the Wage and Hour Division under paragraphs 1.c.(3) and (4) of this section. The contractor must furnish a written copy of such determination to each affected worker or it must be posted as a part of the wage determination. The wage rate (including fringe benefits where appropriate) determined pursuant to paragraph 1.c.(3) or (4) of this section must be paid to all workers performing work in the classification under this contract from the first day on which work is performed in the classification. d. Fringe benefits not expressed as an hourly rate. Whenever the minimum wage rate prescribed in the contract for a class of laborers or mechanics includes a fringe benefit which is not expressed as an hourly rate, the contractor may either pay the benefit as stated in the wage determination or may pay another bona fide fringe benefit or an hourly cash equivalent thereof. e. Unfunded plans. If the contractor does not make payments to a trustee or other third person, the contractor may consider as part of the wages of any laborer or mechanic the amount of any costs reasonably anticipated in providing bona fide fringe benefits under a plan or program, Provided, That the Secretary of Labor has found, upon the written request of the contractor, in accordance with the criteria set forth in § 5.28, that the applicable standards of the Davis -Bacon Act have been met. The Secretary of Labor may require the contractor to set aside in a separate account assets for the meeting of obligations under the plan or program. f. Interest. In the event of a failure to pay all or part of the wages required by the contract, the contractor will be required to pay interest on any underpayment of wages. 2. Withholding (29 CFR 5.5) a. Withholding requirements. The contracting agency may, upon its own action, or must, upon written request of an authorized representative of the Department of Labor, withhold or cause to be withheld from the contractor so much of the accrued payments or advances as may be considered necessary to satisfy the liabilities of the prime contractor or any subcontractor for the full amount of wages and monetary relief, including interest, required by the clauses set forth in this section for violations of this contract, or to satisfy any such liabilities required by any other Federal contract, or federally assisted contract subject to Davis -Bacon labor standards, that is held by the same prime contractor (as defined in § 5.2). The necessary funds may be withheld from the contractor under this contract, any other Federal contract with the same prime contractor, or any other federally assisted contract that is subject to Davis -Bacon labor standards requirements and is held by the same prime contractor, regardless of whether the other contract was awarded or assisted by the same agency, and such funds may be used to satisfy the contractor liability for which the funds were withheld. In the event of a contractor's failure to pay any laborer or mechanic, including any apprentice or helper working on the site of the work all or part of the wages required by the contract, or upon the contractor's failure to submit the required records as discussed in paragraph 3.d. of this section, the contracting agency may on its own initiative and after written notice to the contractor, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds until such violations have ceased. b. Priority to withheld funds. The Department has priority to funds withheld or to be withheld in accordance with paragraph Page 120 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 2.a. of this section or Section V, paragraph 3.a., or both, over claims to those funds by: (1) A contractor's surety(ies), including without limitation performance bond sureties and payment bond sureties; (2) A contracting agency for its reprocurement costs; (3) A trustee(s) (either a court -appointed trustee or a U.S. trustee, or both) in bankruptcy of a contractor, or a contractor's bankruptcy estate; (4) A contractor's assignee(s); (5) A contractor's successor(s); or (6) A claim asserted under the Prompt Payment Act, 31 U.S.C.3901-3907. 3. Records and certified payrolls (29 CFR 5.5) a. Basic record requirements (1) Length of record retention. All regular payrolls and other basic records must be maintained by the contractor and any subcontractor during the course of the work and preserved for all laborers and mechanics working at the site of the work (or otherwise working in construction or development of the project under a development statute) for a period of at least 3 years after all the work on the prime contract is completed. (2) Information required. Such records must contain the name; Social Security number; last known address, telephone number, and email address of each such worker; each worker's correct classification(s) of work actually performed; hourly rates of wages paid (including rates of contributions or costs anticipated for bona fide fringe benefits or cash equivalents thereof of the types described in 40 U.S.C. 3141(2)(B) of the Davis -Bacon Act); daily and weekly number of hours actually worked in total and on each covered contract; deductions made; and actual wages paid. (3) Additional records relating to fringe benefits. Whenever the Secretary of Labor has found under paragraph 1.e. of this section that the wages of any laborer or mechanic include the amount of any costs reasonably anticipated in providing benefits under a plan or program described in 40 U.S.C. 3141(2)(B) of the Davis -Bacon Act, the contractor must maintain records which show that the commitment to provide such benefits is enforceable, that the plan or program is financially responsible, and that the plan or program has been communicated in writing to the laborers or mechanics affected, and records which show the costs anticipated or the actual cost incurred in providing such benefits. (4) Additional records relating to apprenticeship. Contractors with apprentices working under approved programs must maintain written evidence of the registration of apprenticeship programs, the registration of the apprentices, and the ratios and wage rates prescribed in the applicable programs. b. Certified payroll requirements (1) Frequency and method of submission. The contractor or subcontractor must submit weekly, for each week in which any DBA- or Related Acts - covered work is performed, certified payrolls to the contracting agency. The prime contractor is responsible for the submission of all certified payrolls by all subcontractors. A contracting agency or prime contractor may permit or require contractors to submit certified payrolls through an electronic system, as long as the electronic system requires a legally valid electronic signature; the system allows the contractor, the contracting agency, and the Department of Labor to access the certified payrolls upon request for at least 3 years after the work on the prime contract has been completed; and the contracting agency or prime contractor permits other methods of submission in situations where the contractor is unable or limited in its ability to use or access the electronic system. (2) Information required. The certified payrolls submitted must set out accurately and completely all of the information required to be maintained under paragraph 3.a.(2) of this section, except that full Social Security numbers and last known addresses, telephone numbers, and email addresses must not be included on weekly transmittals. Instead, the certified payrolls need only include an individually identifying number for each worker ( e.g., the last four digits of the worker's Social Security number). The required weekly certified payroll information may be submitted using Optional Form WH-347 or in any other format desired. Optional Form WH-347 is available for this purpose from the Wage and Hour Division website at https://www.dol.pov/sites/dolgov/files/wHD/ legacy/files/wh3471..pdf or its successor website. It is not a violation of this section for a prime contractor to require a subcontractor to provide full Social Security numbers and last known addresses, telephone numbers, and email addresses to the prime contractor for its own records, without weekly submission by the subcontractor to the contracting agency. (3) Statement of Compliance. Each certified payroll submitted must be accompanied by a "Statement of Compliance," signed by the contractor or subcontractor, or the contractor's or subcontractor's agent who pays or supervises the payment of the persons working on the contract, and must certify the following: (i) That the certified payroll for the payroll period contains the information required to be provided under paragraph 3.b. of this section, the appropriate information and basic records are being maintained under paragraph 3.a. of this section, and such information and records are correct and complete; (ii) That each laborer or mechanic (including each helper and apprentice) working on the contract during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in 29 CFR part 3; and (iii) That each laborer or mechanic has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification(s) of work actually performed, as specified in the applicable wage determination incorporated into the contract. (4) Use of Optional Form wH--347. The weekly submission of a properly executed certification set forth on the reverse side of Optional Form WH-347 will satisfy the requirement for submission of the "Statement of Compliance" required by paragraph 3.b.(3) of this section. Page 121 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 (5) Signature. The signature by the contractor, subcontractor, or the contractor's or subcontractor's agent must be an original handwritten signature or a legally valid electronic signature. (6) Falsification. The falsification of any of the above certifications may subject the contractor or subcontractor to civil or criminal prosecution under 18 U.S.C. 1001 and 31 U.S.C.3729. (7) Length of certified payroll retention. The contractor or subcontractor must preserve all certified payrolls during the course of the work and for a period of 3 years after all the work on the prime contract is completed. c. Contracts, subcontracts, and related documents. The contractor or subcontractor must maintain this contract or subcontract and related documents including, without limitation, bids, proposals, amendments, modifications, and extensions. The contractor or subcontractor must preserve these contracts, subcontracts, and related documents during the course of the work and for a period of 3 years after all the work on the prime contract is completed. d. Required disclosures and access (1) Required record disclosures and access to workers. The contractor or subcontractor must make the records required under paragraphs 3.a. through 3.c. of this section, and any other documents that the contracting agency, the State DOT, the FHWA, or the Department of Labor deems necessary to determine compliance with the labor standards provisions of any of the applicable statutes referenced by § 5.1, available for inspection, copying, or transcription by authorized representatives of the contracting agency, the State DOT, the FHWA, or the Department of Labor, and must permit such representatives to interview workers during working hours on the job. (2) Sanctions for non-compliance with records and worker access requirements. If the contractor or subcontractor fails to submit the required records or to make them available, or refuses to permit worker interviews during working hours on the job, the Federal agency may, after written notice to the contractor, sponsor, applicant, owner, or other entity, as the case may be, that maintains such records or that employs such workers, take such action as may be necessary to cause the suspension of any further payment, advance, or guarantee of funds. Furthermore, failure to submit the required records upon request or to make such records available, or to permit worker interviews during working hours on the job, may be grounds for debarment action pursuant to § 5.12. In addition, any contractor or other person that fails to submit the required records or make those records available to WHD within the time WHD requests that the records be produced will be precluded from introducing as evidence in an administrative proceeding under 29 CFR part 6 any of the required records that were not provided or made available to WHD. WHD will take into consideration a reasonable request from the contractor or person for an extension of the time for submission of records. WHD will determine the reasonableness of the request and may consider, among other things, the location of the records and the volume of production. (3) Required information disclosures. Contractors and subcontractors must maintain the full Social Security number and last known address, telephone number, and email address of each covered worker, and must provide them upon request to the contracting agency, the State DOT, the FHWA, the contractor, or the Wage and Hour Division of the Department of Labor for purposes of an investigation or other compliance action. 4. Apprentices and equal employment opportunity (29 CFR 5.5) a. Apprentices (1) Rate of pay. Apprentices will be permitted to work at less than the predetermined rate for the work they perform when they are employed pursuant to and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Employment and Training Administration, Office of Apprenticeship (OA), or with a State Apprenticeship Agency recognized by the OA. A person who is not individually registered in the program, but who has been certified by the OA or a State Apprenticeship Agency (where appropriate) to be eligible for probationary employment as an apprentice, will be permitted to work at less than the predetermined rate for the work they perform in the first 90 days of probationary employment as an apprentice in such a program. In the event the OA or a State Apprenticeship Agency recognized by the OA withdraws approval of an apprenticeship program, the contractor will no longer be permitted to use apprentices at less than the applicable predetermined rate for the work performed until an acceptable program is approved. (2) Fringe benefits. Apprentices must be paid fringe benefits in accordance with the provisions of the apprenticeship program. If the apprenticeship program does not specify fringe benefits, apprentices must be paid the full amount of fringe benefits listed on the wage determination for the applicable classification. If the Administrator determines that a different practice prevails for the applicable apprentice classification, fringe benefits must be paid in accordance with that determination. (3) Apprenticeship ratio. The allowable ratio of apprentices to journeyworkers on the job site in any craft classification must not be greater than the ratio permitted to the contractor as to the entire work force under the registered program or the ratio applicable to the locality of the project pursuant to paragraph 4.a.(4) of this section. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated in paragraph 4.a.(1) of this section, must be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed. In addition, any apprentice performing work on the job site in excess of the ratio permitted under this section must be paid not less than the applicable wage rate on the wage determination for the work actually performed. (4) Reciprocity of ratios and wage rates. Where a contractor is performing construction on a project in a locality other than the locality in which its program is registered, the ratios and wage rates (expressed in percentages of the journeyworker's hourly rate) applicable within the locality in which the construction is being performed must be observed. If there is no applicable ratio or wage rate for the locality of the project, the ratio and wage rate specified in the contractor's registered program must be observed. b. Equal employment opportunity. The use of apprentices and journeyworkers under this part must be in conformity with Page 122 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 the equal employment opportunity requirements of Executive Order 11246, as amended, and 29 CFR Dart 30. c. Apprentices and Trainees (programs of the U.S. DOT). Apprentices and trainees working under apprenticeship and skill training programs which have been certified by the Secretary of Transportation as promoting EEO in connection with Federal -aid highway construction programs are not subject to the requirements of paragraph 4 of this Section IV. 23 CFR 230.111(e)(2). The straight time hourly wage rates for apprentices and trainees under such programs will be established by the particular programs. The ratio of apprentices and trainees to journeyworkers shall not be greater than permitted by the terms of the particular program. 5. Compliance with Copeland Act requirements. The contractor shall comply with the requirements of 29 CFR part 3, which are incorporated by reference in this contract as provided in 29 CFR 5.5. 6. Subcontracts. The contractor or subcontractor must insert FHWA-1273 in any subcontracts, along with the applicable wage determination(s) and such other clauses or contract modifications as the contracting agency may by appropriate instructions require, and a clause requiring the subcontractors to include these clauses and wage determination(s) in any lower tier subcontracts. The prime contractor is responsible for the compliance by any subcontractor or lower tier subcontractor with all the contract clauses in this section. In the event of any violations of these clauses, the prime contractor and any subcontractor(s) responsible will be liable for any unpaid wages and monetary relief, including interest from the date of the underpayment or loss, due to any workers of lower -tier subcontractors, and may be subject to debarment, as appropriate. 29 CFR 5.5. 7. Contract termination: debarment. A breach of the contract clauses in 29 CFR 5.5 may be grounds for termination of the contract, and for debarment as a contractor and a subcontractor as provided in 29 CFR 5.12. 8. Compliance with Davis -Bacon and Related Act requirements. All rulings and interpretations of the Davis - Bacon and Related Acts contained in 29 CFR parts 1, 3, and 5 are herein incorporated by reference in this contract as provided in 29 CFR 5.5. 9. Disputes concerning labor standards. As provided in 29 CFR 5.5, disputes arising out of the labor standards provisions of this contract shall not be subject to the general disputes clause of this contract. Such disputes shall be resolved in accordance with the procedures of the Department of Labor set forth in 29 CFR parts 5, 6, and 7. Disputes within the meaning of this clause include disputes between the contractor (or any of its subcontractors) and the contracting agency, the U.S. Department of Labor, or the employees or their representatives. 10. Certification of eligibility. a. By entering into this contract, the contractor certifies that neither it nor any person or firm who has an interest in the contractor's firm is a person or firm ineligible to be awarded Government contracts by virtue of 40 U.S.C. 3144(b) or § 5.12(a). b. No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract by virtue of 40 U.S.C. 3144(b) or § 5.12(a). c. The penalty for making false statements is prescribed in the U.S. Code, Title 18 Crimes and Criminal Procedure, 18 U.S.C. 1001. 11. Anti -retaliation. It is unlawful for any person to discharge, demote, intimidate, threaten, restrain, coerce, blacklist, harass, or in any other manner discriminate against, or to cause any person to discharge, demote, intimidate, threaten, restrain, coerce, blacklist, harass, or in any other manner discriminate against, any worker or job applicant for: a. Notifying any contractor of any conduct which the worker reasonably believes constitutes a violation of the DBA, Related Acts, this part, or 29 CFR part 1 or 3; b. Filing any complaint, initiating or causing to be initiated any proceeding, or otherwise asserting or seeking to assert on behalf of themselves or others any right or protection under the DBA, Related Acts, this part, or 29 CFR part 1 or 3; c. Cooperating in any investigation or other compliance action, or testifying in any proceeding under the DBA, Related Acts, this part, or 29 CFR part 1 or 3; or d. Informing any other person about their rights under the DBA, Related Acts, this part, or 29 CFR part 1 or 3. V. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT Pursuant to 29 CFR 5.5(b), the following clauses apply to any Federal -aid construction contract in an amount in excess of $100,000 and subject to the overtime provisions of the Contract Work Hours and Safety Standards Act. These clauses shall be inserted in addition to the clauses required by 29 CFR 5.5(a) or 29 CFR 4.6. As used in this paragraph, the terms laborers and mechanics include watchpersons and guards. 1. Overtime requirements. No contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. 29 CFR 5.5. 2. Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph 1. of this section the contractor and any subcontractor responsible therefor shall be liable for the unpaid wages and interest from the date of the underpayment. In addition, such contractor and subcontractor shall be liable to the United States (in the case of work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or Page 123 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 mechanic, including watchpersons and guards, employed in violation of the clause set forth in paragraph 1. of this section, in the sum currently provided in 29 CFR 5.5(b)(2)* for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph 1. of this section. * $31 as of January 15, 2023 (See 88 FR 88 FR 2210) as may be adjusted annually by the Department of Labor, pursuant to the Federal Civil Penalties Inflation Adjustment Act of 1990. 3. Withholding for unpaid wages and liquidated damages a. Withholding process. The FHWA or the contracting agency may, upon its own action, or must, upon written request of an authorized representative of the Department of Labor, withhold or cause to be withheld from the contractor so much of the accrued payments or advances as may be considered necessary to satisfy the liabilities of the prime contractor or any subcontractor for any unpaid wages; monetary relief, including interest; and liquidated damages required by the clauses set forth in this section on this contract, any other Federal contract with the same prime contractor, or any other federally assisted contract subject to the Contract Work Hours and Safety Standards Act that is held by the same prime contractor (as defined in § 5.2). The necessary funds may be withheld from the contractor under this contract, any other Federal contract with the same prime contractor, or any other federally assisted contract that is subject to the Contract Work Hours and Safety Standards Act and is held by the same prime contractor, regardless of whether the other contract was awarded or assisted by the same agency, and such funds may be used to satisfy the contractor liability for which the funds were withheld. b. Priority to withheld funds. The Department has priority to funds withheld or to be withheld in accordance with Section IV paragraph 2.a. or paragraph 3.a. of this section, or both, over claims to those funds by: (1) A contractor's surety(ies), including without limitation performance bond sureties and payment bond sureties; (2) A contracting agency for its reprocurement costs (3) A trustee(s) (either a court -appointed trustee or a U.S. trustee, or both) in bankruptcy of a contractor, or a contractor's bankruptcy estate; (4) A contractor's assignee(s); (5) A contractor's successor(s); or (6) A claim asserted under the Prompt Payment Act, 31 U.S.C.3901-3907. 4. Subcontracts. The contractor or subcontractor must insert in any subcontracts the clauses set forth in paragraphs 1. through 5. of this section and a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor is responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs 1. through 5. In the event of any violations of these clauses, the prime contractor and any subcontractor(s) responsible will be liable for any unpaid wages and monetary relief, including interest from the date of the underpayment or loss, due to any workers of lower - tier subcontractors, and associated liquidated damages and may be subject to debarment, as appropriate. 5. Anti -retaliation. It is unlawful for any person to discharge, demote, intimidate, threaten, restrain, coerce, blacklist, harass, or in any other manner discriminate against, or to cause any person to discharge, demote, intimidate, threaten, restrain, coerce, blacklist, harass, or in any other manner discriminate against, any worker or job applicant for: a. Notifying any contractor of any conduct which the worker reasonably believes constitutes a violation of the Contract Work Hours and Safety Standards Act (CWHSSA) or its implementing regulations in this part; b. Filing any complaint, initiating or causing to be initiated any proceeding, or otherwise asserting or seeking to assert on behalf of themselves or others any right or protection under CWHSSA or this part; c. Cooperating in any investigation or other compliance action, or testifying in any proceeding under CWHSSA or this part; or d. Informing any other person about their rights under CWHSSA or this part. VI. SUBLETTING OR ASSIGNING THE CONTRACT This provision is applicable to all Federal -aid construction contracts on the National Highway System pursuant to 23 CFR 635.116. 1. The contractor shall perform with its own organization contract work amounting to not less than 30 percent (or a greater percentage if specified elsewhere in the contract) of the total original contract price, excluding any specialty items designated by the contracting agency. Specialty items may be performed by subcontract and the amount of any such specialty items performed may be deducted from the total original contract price before computing the amount of work required to be performed by the contractor's own organization (23 CFR 635.116). a. The term "perform work with its own organization" in paragraph 1 of Section VI refers to workers employed or leased by the prime contractor, and equipment owned or rented by the prime contractor, with or without operators. Such term does not include employees or equipment of a subcontractor or lower tier subcontractor, agents of the prime contractor, or any other assignees. The term may include payments for the costs of hiring leased employees from an employee leasing firm meeting all relevant Federal and State regulatory requirements. Leased employees may only be included in this term if the prime contractor meets all of the following conditions: (based on longstanding interpretation) (1) the prime contractor maintains control over the supervision of the day-to-day activities of the leased employees; (2) the prime contractor remains responsible for the quality of the work of the leased employees; Page 124 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 (3) the prime contractor retains all power to accept or exclude individual employees from work on the project; and (4) the prime contractor remains ultimately responsible for the payment of predetermined minimum wages, the submission of payrolls, statements of compliance and all other Federal regulatory requirements. b. "Specialty Items" shall be construed to be limited to work that requires highly specialized knowledge, abilities, or equipment not ordinarily available in the type of contracting organizations qualified and expected to bid or propose on the contract as a whole and in general are to be limited to minor components of the overall contract. 23 CFR 635.102. 2. Pursuant to 23 CFR 635.116(a), the contract amount upon which the requirements set forth in paragraph (1) of Section VI is computed includes the cost of material and manufactured products which are to be purchased or produced by the contractor under the contract provisions. 3. Pursuant to 23 CFR 635.116(c), the contractor shall furnish (a) a competent superintendent or supervisor who is employed by the firm, has full authority to direct performance of the work in accordance with the contract requirements, and is in charge of all construction operations (regardless of who performs the work) and (b) such other of its own organizational resources (supervision, management, and engineering services) as the contracting officer determines is necessary to assure the performance of the contract. 4. No portion of the contract shall be sublet, assigned or otherwise disposed of except with the written consent of the contracting officer, or authorized representative, and such consent when given shall not be construed to relieve the contractor of any responsibility for the fulfillment of the contract. Written consent will be given only after the contracting agency has assured that each subcontract is evidenced in writing and that it contains all pertinent provisions and requirements of the prime contract. (based on long- standing interpretation of 23 CFR 635.116). 5. The 30-percent self -performance requirement of paragraph (1) is not applicable to design -build contracts; however, contracting agencies may establish their own self -performance requirements. 23 CFR 635.116(d). VII. SAFETY: ACCIDENT PREVENTION This provision is applicable to all Federal -aid construction contracts and to all related subcontracts. 1. In the performance of this contract the contractor shall comply with all applicable Federal, State, and local laws governing safety, health, and sanitation (23 CFR Part 635). The contractor shall provide all safeguards, safety devices and protective equipment and take any other needed actions as it determines, or as the contracting officer may determine, to be reasonably necessary to protect the life and health of employees on the job and the safety of the public and to protect property in connection with the performance of the work covered by the contract. 23 CFR 635.108. 2. It is a condition of this contract, and shall be made a condition of each subcontract, which the contractor enters into pursuant to this contract, that the contractor and any subcontractor shall not permit any employee, in performance of the contract, to work in surroundings or under conditions which are unsanitary, hazardous or dangerous to his/her health or safety, as determined under construction safety and health standards (29 CFR Part 1926) promulgated by the Secretary of Labor, in accordance with Section 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 3704). 29 CFR 1926.10. 3. Pursuant to 29 CFR 1926.3, it is a condition of this contract that the Secretary of Labor or authorized representative thereof, shall have right of entry to any site of contract performance to inspect or investigate the matter of compliance with the construction safety and health standards and to carry out the duties of the Secretary under Section 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 3704). Vill. FALSE STATEMENTS CONCERNING HIGHWAY PROJECTS This provision is applicable to all Federal -aid construction contracts and to all related subcontracts. In order to assure high quality and durable construction in conformity with approved plans and specifications and a high degree of reliability on statements and representations made by engineers, contractors, suppliers, and workers on Federal - aid highway projects, it is essential that all persons concerned with the project perform their functions as carefully, thoroughly, and honestly as possible. Willful falsification, distortion, or misrepresentation with respect to any facts related to the project is a violation of Federal law. To prevent any misunderstanding regarding the seriousness of these and similar acts, Form FHWA-1022 shall be posted on each Federal -aid highway project (23 CFR Part 635) in one or more places where it is readily available to all persons concerned with the project: 18 U.S.C. 1020 reads as follows: "Whoever, being an officer, agent, or employee of the United States, or of any State or Territory, or whoever, whether a person, association, firm, or corporation, knowingly makes any false statement, false representation, or false report as to the character, quality, quantity, or cost of the material used or to be used, or the quantity or quality of the work performed or to be performed, or the cost thereof in connection with the submission of plans, maps, specifications, contracts, or costs of construction on any highway or related project submitted for approval to the Secretary of Transportation; or Whoever knowingly makes any false statement, false representation, false report or false claim with respect to the character, quality, quantity, or cost of any work performed or to be performed, or materials furnished or to be furnished, in connection with the construction of any highway or related project approved by the Secretary of Transportation; or Whoever knowingly makes any false statement or false representation as to material fact in any statement, certificate, or report submitted pursuant to provisions of the Federal -aid Roads Act approved July 11, 1916, (39 Stat. 355), as amended and supplemented; Shall be fined under this title or imprisoned not more than 5 years or both." Page 125 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 IX. IMPLEMENTATION OF CLEAN AIR ACT AND FEDERAL WATER POLLUTION CONTROL ACT (42 U.S.C. 7606; 2 CFR 200.88; EO 11738) This provision is applicable to all Federal -aid construction contracts in excess of $150,000 and to all related subcontracts. 48 CFR 2.101; 2 CFR 200.327. By submission of this bid/proposal or the execution of this contract or subcontract, as appropriate, the bidder, proposer, Federal -aid construction contractor, subcontractor, supplier, or vendor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act, as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal Highway Administration and the Regional Office of the Environmental Protection Agency. 2 CFR Part 200, Appendix II. The contractor agrees to include or cause to be included the requirements of this Section in every subcontract, and further agrees to take such action as the contracting agency may direct as a means of enforcing such requirements. 2 CFR 200.327. X. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION This provision is applicable to all Federal -aid construction contracts, design -build contracts, subcontracts, lower -tier subcontracts, purchase orders, lease agreements, consultant contracts or any other covered transaction requiring FHWA approval or that is estimated to cost $25,000 or more — as defined in 2 CFR Parts 180 and 1200. 2 CFR 180.220 and 1200.220. 1. Instructions for Certification — First Tier Participants: a. By signing and submitting this proposal, the prospective first tier participant is providing the certification set out below. b. The inability of a person to provide the certification set out below will not necessarily result in denial of participation in this covered transaction. The prospective first tier participant shall submit an explanation of why it cannot provide the certification set out below. The certification or explanation will be considered in connection with the department or agency's determination whether to enter into this transaction. However, failure of the prospective first tier participant to furnish a certification or an explanation shall disqualify such a person from participation in this transaction. 2 CFR 180.320. c. The certification in this clause is a material representation of fact upon which reliance was placed when the contracting agency determined to enter into this transaction. If it is later determined that the prospective participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the contracting agency may terminate this transaction for cause of default. 2 CFR 180.325. d. The prospective first tier participant shall provide immediate written notice to the contracting agency to whom this proposal is submitted if any time the prospective first tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances. 2 CFR 180.345 and 180.350. e. The terms "covered transaction," "debarred," "suspended," "ineligible," "participant," "person," "principal," and "voluntarily excluded," as used in this clause, are defined in 2 CFR Parts 180, Subpart I, 180.900-180.1020, and 1200. "First Tier Covered Transactions" refers to any covered transaction between a recipient or subrecipient of Federal funds and a participant (such as the prime or general contract). "Lower Tier Covered Transactions" refers to any covered transaction under a First Tier Covered Transaction (such as subcontracts). "First Tier Participant" refers to the participant who has entered into a covered transaction with a recipient or subrecipient of Federal funds (such as the prime or general contractor). "Lower Tier Participant" refers any participant who has entered into a covered transaction with a First Tier Participant or other Lower Tier Participants (such as subcontractors and suppliers). f. The prospective first tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency entering into this transaction. 2 CFR 180.330. g. The prospective first tier participant further agrees by submitting this proposal that it will include the clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier Covered Transactions," provided by the department or contracting agency, entering into this covered transaction, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions exceeding the $25,000 threshold. 2 CFR 180.220 and 180.300. h. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. 2 CFR 180.300; 180.320, and 180.325. A participant is responsible for ensuring that its principals are not suspended, debarred, or otherwise ineligible to participate in covered transactions. 2 CFR 180.335. To verify the eligibility of its principals, as well as the eligibility of any lower tier prospective participants, each participant may, but is not required to, check the System for Award Management website (https://www.sam.gov/). 2 CFR 180.300, 180.320, and 180.325. i. Nothing contained in the foregoing shall be construed to require the establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of the prospective participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. j. Except for transactions authorized under paragraph (f) of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency may terminate this transaction for cause or default. 2 CFR 180.325. Page 126 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 2. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion — First Tier Participants: a. The prospective first tier participant certifies to the best of its knowledge and belief, that it and its principals: (1) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal department or agency, 2 CFR 180.335;. (2) Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property, 2 CFR 180.800; (3) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated in paragraph (a)(2) of this certification, 2 CFR 180.700 and 180.800; and (4) Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State or local) terminated for cause or default. 2 CFR 180.335(d). (5) Are not a corporation that has been convicted of a felony violation under any Federal law within the two-year period preceding this proposal (USDOT Order 4200.6 implementing appropriations act requirements); and (6) Are not a corporation with any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted, or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability (USDOT Order 4200.6 implementing appropriations act requirements). b. Where the prospective participant is unable to certify to any of the statements in this certification, such prospective participant should attach an explanation to this proposal. 2 CFR 180.335 and 180.340. 3. Instructions for Certification - Lower Tier Participants: (Applicable to all subcontracts, purchase orders, and other lower tier transactions requiring prior FHWA approval or estimated to cost $25,000 or more - 2 CFR Parts 180 and 1200). 2 CFR 180.220 and 1200.220. a. By signing and submitting this proposal, the prospective lower tier participant is providing the certification set out below. b. The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the department, or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. c. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous by reason of changed circumstances. 2 CFR 180.365. d. The terms "covered transaction," "debarred," "suspended," "ineligible," "participant," "person," "principal," and "voluntarily excluded," as used in this clause, are defined in 2 CFR Parts 180, Subpart I, 180.900 — 180.1020, and 1200. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations. "First Tier Covered Transactions" refers to any covered transaction between a recipient or subrecipient of Federal funds and a participant (such as the prime or general contract). "Lower Tier Covered Transactions" refers to any covered transaction under a First Tier Covered Transaction (such as subcontracts). "First Tier Participant' refers to the participant who has entered into a covered transaction with a recipient or subrecipient of Federal funds (such as the prime or general contractor). "Lower Tier Participant' refers any participant who has entered into a covered transaction with a First Tier Participant or other Lower Tier Participants (such as subcontractors and suppliers). e. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction with a person who is debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated. 2 CFR 1200.220 and 1200.332. f. The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled "Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion -Lower Tier Covered Transaction," without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions exceeding the $25,000 threshold. 2 CFR 180.220 and 1200.220. g. A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that is not debarred, suspended, ineligible, or voluntarily excluded from the covered transaction, unless it knows that the certification is erroneous. A participant is responsible for ensuring that its principals are not suspended, debarred, or otherwise ineligible to participate in covered transactions. To verify the eligibility of its principals, as well as the eligibility of any lower tier prospective participants, each participant may, but is not required to, check the System for Award Management website (https://www.sam.gov/), which is compiled by the General Services Administration. 2 CFR 180.300, 180.320, 180.330, and 180.335. h. Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings. i. Except for transactions authorized under paragraph a of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily Page 127 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 excluded from participation in this transaction, in addition to other remedies available to the Federal Government, the department or agency with which this transaction originated may pursue available remedies, including suspension and/or debarment. 2 CFR 180.325. 4. Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion --Lower Tier Participants: a. The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals (1) is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal department or agency, 2 CFR 180.355; (2) is a corporation that has been convicted of a felony violation under any Federal law within the two-year period preceding this proposal (USDOT Order 4200.6 implementing appropriations act requirements); and (3) is a corporation with any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted, or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability. (USDOT Order 4200.6 implementing appropriations act requirements) b. Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant should attach an explanation to this proposal. XI. CERTIFICATION REGARDING USE OF CONTRACT FUNDS FOR LOBBYING This provision is applicable to all Federal -aid construction contracts and to all related subcontracts which exceed $100,000. 49 CFR Part 20, App. A. 1. The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: a. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. b. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. 2. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 3. The prospective participant also agrees by submitting its bid or proposal that the participant shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such recipients shall certify and disclose accordingly. /I WIRI4 late]l1119411F1y_A1*11aW_CCAV/**A=I 163 This provision is applicable to all Federal -aid construction contracts, design -build contracts, subcontracts, lower -tier subcontracts, purchase orders, lease agreements, or any other covered transaction. 46 CFR Part 381. This requirement applies to material or equipment that is acquired for a specific Federal -aid highway project. 46 CFR 381.7. It is not applicable to goods or materials that come into inventories independent of an FHWA funded -contract. When oceanic shipments (or shipments across the Great Lakes) are necessary for materials or equipment acquired for a specific Federal -aid construction project, the bidder, proposer, contractor, subcontractor, or vendor agrees: 1. To utilize privately owned United States -flag commercial vessels to ship at least 50 percent of the gross tonnage (computed separately for dry bulk carriers, dry cargo liners, and tankers) involved, whenever shipping any equipment, material, or commodities pursuant to this contract, to the extent such vessels are available at fair and reasonable rates for United States -flag commercial vessels. 46 CFR 381.7. 2. To furnish within 20 days following the date of loading for shipments originating within the United States or within 30 working days following the date of loading for shipments originating outside the United States, a legible copy of a rated, `on -board' commercial ocean bill -of -lading in English for each shipment of cargo described in paragraph (b)(1) of this section to both the Contracting Officer (through the prime contractor in the case of subcontractor bills -of -lading) and to the Office of Cargo and Commercial Sealift (MAR-620), Maritime Administration, Washington, DC 20590. (MARAD requires copies of the ocean carrier's (master) bills of lading, certified onboard, dated, with rates and charges. These bills of lading may contain business sensitive information and therefore may be submitted directly to MARAD by the Ocean Transportation Intermediary on behalf of the contractor). 46 CFR 381.7. Page 128 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 ATTACHMENT A - EMPLOYMENT AND MATERIALS PREFERENCE FOR APPALACHIAN DEVELOPMENT HIGHWAY SYSTEM OR APPALACHIAN LOCAL ACCESS ROAD CONTRACTS (23 CFR 633, Subpart B, Appendix B) This provision is applicable to all Federal -aid projects funded under the Appalachian Regional Development Act of 1965. 1. During the performance of this contract, the contractor undertaking to do work which is, or reasonably may be, done as on -site work, shall give preference to qualified persons who regularly reside in the labor area as designated by the DOL wherein the contract work is situated, or the subregion, or the Appalachian counties of the State wherein the contract work is situated, except: a. To the extent that qualified persons regularly residing in the area are not available. b. For the reasonable needs of the contractor to employ supervisory or specially experienced personnel necessary to assure an efficient execution of the contract work. c. For the obligation of the contractor to offer employment to present or former employees as the result of a lawful collective bargaining contract, provided that the number of nonresident persons employed under this subparagraph (1 c) shall not exceed 20 percent of the total number of employees employed by the contractor on the contract work, except as provided in subparagraph (4) below. 2. The contractor shall place a job order with the State Employment Service indicating (a) the classifications of the laborers, mechanics and other employees required to perform the contract work, (b) the number of employees required in each classification, (c) the date on which the participant estimates such employees will be required, and (d) any other pertinent information required by the State Employment Service to complete the job order form. The job order may be placed with the State Employment Service in writing or by telephone. If during the course of the contract work, the information submitted by the contractor in the original job order is substantially modified, the participant shall promptly notify the State Employment Service. 3. The contractor shall give full consideration to all qualified job applicants referred to him by the State Employment Service. The contractor is not required to grant employment to any job applicants who, in his opinion, are not qualified to perform the classification of work required. 4. If, within one week following the placing of a job order by the contractor with the State Employment Service, the State Employment Service is unable to refer any qualified job applicants to the contractor, or less than the number requested, the State Employment Service will forward a certificate to the contractor indicating the unavailability of applicants. Such certificate shall be made a part of the contractor's permanent project records. Upon receipt of this certificate, the contractor may employ persons who do not normally reside in the labor area to fill positions covered by the certificate, notwithstanding the provisions of subparagraph (1c) above. 5. The provisions of 23 CFR 633.207(e) allow the contracting agency to provide a contractual preference for the use of mineral resource materials native to the Appalachian region. 6. The contractor shall include the provisions of Sections 1 through 4 of this Attachment A in every subcontract for work which is, or reasonably may be, done as on -site work. Page 129 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 EXHIBIT J ADDITIONAL FEDERAL REQUIREMENTS Federal laws and regulations that may be applicable to the Work include: Executive Order 11246 Executive Order 11246 of September 24, 1965 entitled "Equal Employment Opportunity," as amended by Executive Order 11375 of October 13, 1967 and as supplemented in Department of Labor regulations (41 CFR Chapter 60) (All construction contracts awarded in excess of $10,000 by the Local Agencies and their contractors or the Local Agencies). Copeland "Anti -Kickback" Act The Copeland "Anti -Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3) (All contracts and sub -Agreements for construction or repair). Davis -Bacon Act The Davis -Bacon Act (40 U.S.C. 276a to a-7) as supplemented by Department of Labor regulations (29 CFR Part 5) (Construction contracts in excess of $2,000 awarded by the Local Agencies and the Local Agencies when required by Federal Agreement program legislation. This act requires that all laborers and mechanics employed by contractors or sub -contractors to work on construction projects financed by federal assistance must be paid wages not less than those established for the locality of the project by the Secretary of Labor). Contract Work Hours and Safety Standards Act Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-330) as supplemented by Department of Labor regulations (29 CFR Part 5). (Construction contracts awarded by the Local Agency's in excess of $2,000, and in excess of $2,500 for other contracts which involve the employment of mechanics or laborers). Clean Air Act Standards, orders, or requirements issued under section 306 of the Clean Air Act (42 U.S.C. 1857(h), section 508 of the Clean Water Act (33 U.S.C. 1368). Executive Order 11738, and Environmental Protection Agency regulations (40 CFR Part 15) (contracts, subcontracts, and sub -Agreements of amounts more than $100,000). Energy Policy and Conservation Act Mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163). OMB Circulars Office of Management and Budget Circulars A-87, A-21 or A-122, and A-102 or A-110, whichever is applicable. Hatch Act The Hatch Act (5 USC 1501-1508) and Public Law 95-454 Section 4728. These statutes state that federal funds cannot be used for partisan political purposes of any kind by any person or organization involved in the administration of federally assisted programs. Nondiscrimination The Local Agency shall not exclude from participation in, deny the benefits of, or subject to discrimination any person in the United States on the ground of race, color national origin, sex, age or disability. Prior to the receipt of any Federal financial assistance from CDOT, the Local Agency shall execute the attached Standard DOT Title VI assurance. As appropriate, the Local Agency shall include Appendix A, B, or C to the Standard DOT Title VI assurance in any contract utilizing federal funds, land, or other aid. The Local Agency shall also include the following in all contract advertisements: The [Local Agency], in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (79 Stat. 252, 42 US. C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, DBEs will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for any award. Page 130 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 ADA In any contract utilizing federal funds, land, or other federal aid, the Local Agency shall require the federal - aid recipient or contractor to provide a statement of written assurance that they will comply with Section 504 and not discriminate on the basis of disability. Uniform Relocation Assistance and Real Property Acquisition Policies Act The Uniform Relocation Assistance and Real Property Acquisition Policies Act, as amended (Public Law 91- 646, as amended and Public Law 100-17, 101 Stat. 246-256). (If the contractor is acquiring real property and displacing households or businesses in the performance of the Agreement). Drug -Free Workplace Act The Drug -Free Workplace Act (Public Law 100-690 Title V, subtitle D, 41 USC 701 et sea'). Age Discrimination Act of 1975 The Age Discrimination Act of 1975, 42 U.S.C. Sections 6101 et. seq. and its implementing regulation, 45 C.F.R. Part 91; Section 504 of the Rehabilitation Act of 1973, 29 U.S.C. 794, as amended, and implementing regulation 45 C.F.R. Part 84. 23 C.F.R. Part 172 23 C.F.R. Part 172, concerning "Administration of Engineering and Design Related Contracts". 23 C.F.R Part 633 23 C.F.R Part 633, concerning "Required Contract Provisions for Federal -Aid Construction Contracts". 23 C.F.R. Part 635 23 C.F.R. Part 635, concerning "Construction and Maintenance Provisions". Title VI of the Civil Rights Act of 1964 and 162(a) of the Federal Aid Highway Act of 1973 Title VI of the Civil Rights Act of 1964 and 162(a) of the Federal Aid Highway Act of 1973. The requirements for which are shown in the Nondiscrimination Provisions, which are attached hereto and made a part hereof. Nondiscrimination Provisions: In compliance with Title VI of the Civil Rights Act of 1964 and with Section 162(a) of the Federal Aid Highway Act of 1973, the Contractor, for itself, its assignees, and successors in interest, agree as follows: i. Compliance with Regulations The Contractor will comply with the Regulations of the Department of Transportation relative to nondiscrimination in Federally assisted programs of the Department of Transportation (Title 49, Code of Federal Regulations, Part 21, hereinafter referred to as the "Regulations"), which are herein incorporated by reference and made a part of this Agreement. ii. Nondiscrimination The Contractor, with regard to the work performed by it after award and prior to completion of the contract work, will not discriminate on the ground of race, color, sex, mental or physical handicap or national origin in the selection and retention of Subcontractors, including procurement of materials and leases of equipment. The Contractor will not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix C of the Regulations. iii. Solicitations for Subcontracts, Including Procurement of Materials and Equipment In all solicitations either by competitive bidding or negotiation made by the Contractor for work to be performed under a subcontract, including procurement of materials or equipment, each potential Subcontractor or supplier shall be notified by the Contractor of the Contractor's obligations under this Agreement and the Regulations relative to nondiscrimination on the ground of race, color, sex, mental or physical handicap or national origin. iv. Information and Reports The Contractor will provide all information and reports required by the Regulations, or orders and instructions issued pursuant thereto and will permit access to its books, records, accounts, other sources of information and its facilities as may be determined by the State or the FHWA to be pertinent to ascertain compliance with such Regulations, orders, and instructions. Where any information required of the Contractor is in the exclusive possession of another who fails or refuses to furnish this information, the Contractor shall so certify to the State, or the FHWA as appropriate and shall set forth what efforts have been made to obtain the information. Page 131 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 v. Sanctions for Noncompliance In the event of the Contractor's noncompliance with the nondiscrimination provisions of this Agreement, the State shall impose such contract sanctions as it or the FHWA may determine to be appropriate, including, but not limited to: a. Withholding of payments to the Contractor under the contract until the Contractor complies, and/or b. Cancellation, termination or suspension of the contract, in whole or in part. Incorporation of Provisions §22 The Contractor will include the provisions of this Exhibit J in every subcontract, including procurement of materials and leases of equipment, unless exempt by the Regulations, orders, or instructions issued pursuant thereto. The Contractor will take such action with respect to any subcontract or procurement as the State or the FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance; provided, however, that, in the event the Contractor becomes involved in, or is threatened with, litigation with a Subcontractor or supplier as a result of such direction, the Contractor may request the State to enter into such litigation to protect the interest of the State and in addition, the Contractor may request the FHWA to enter into such litigation to protect the interests of the United States. THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK Page 132 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 SAMPLE The United States Department of Transportation (USDOT) Standard Title VI/Non-Discrimination Assurances for Local Agencies DOT Order No. 1050.2A The [Local Agency] (herein referred to as the "Recipient"), HEREBY AGREES THAT, as a condition to receiving any Federal financial assistance from the U.S. Department of Transportation (DOT), through the Colorado Department of Transportation and the Federal Highway Administration (FHWA), Federal Transit Administration (FTA), and Federal Aviation Administration (FAA), is subject to and will comply with the following: Statutory/Regulatory Authorities Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); 49 C.F.R. Part 21 (entitled Non-discrimination In Federally -Assisted Programs Of The Department Of Transportation -Effectuation Of Title VI Of The Civil Rights Act Of 1964); 28 C.F.R. section 50.3 (U.S. Department of Justice Guidelines for Enforcement of Title VI of the Civil Rights Act of 1964); The preceding statutory and regulatory cites hereinafter are referred to as the "Acts" and "Regulations," respectively. General Assurances In accordance with the Acts, the Regulations, and other pertinent directives, circulars, policy, memoranda, and/or guidance, the Recipient hereby gives assurance that it will promptly take any measures necessary to ensure that: "No person in the United States shall, on the grounds of race, color, or national origin, he excluded front participation in, be denied the benefits oj,' or be otherwise subjected to discrimination under any program or activity, '.for which the Recipient receives Federal financial assistance f rom DOT, including the FHWA, FTA, or FAA. The Civil Rights Restoration Act of 1987 clarified the original intent of Congress, with respect to Title VI and other Non-discrimination requirements (The Age Discrimination Act of 1975, and Section 504 of the Rehabilitation Act of 1973), by restoring the broad, institutional -wide scope and coverage of these non- discrimination statutes and requirements to include all programs and activities of the Recipient, so long as any portion of the program is Federally assisted. Specific Assurances More specifically, and without limiting the above general Assurance, the Recipient agrees with and gives the following Assurances with respect to its Federally assisted FHWA, FTA, and FAA assisted programs: 1. The Recipient agrees that each "activity," "facility," or "program," as defined in §§ 21.23(b) and 21.23(e) of 49 C.F.R. § 21 will be (with regard to an "activity") facilitated or will be (with regard to a "facility") operated or will be (with regard to a "program") conducted in compliance with all requirements imposed by, or pursuant to the Acts and the Regulations. 2. The Recipient will insert the following notification in all solicitations forbids, Requests for Proposals for work, or material subject to the Acts and the Regulations made in connection with all FHWA, FTA and FAA programs and, in adapted form, in all proposals for negotiated agreements regardless of funding source: 3. "The [Local Agency] in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 US.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity Page 133 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 4. to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award." 5. The Recipient will insert the clauses of Appendix A and E of this Assurance in every contract or agreement subject to the Acts and the Regulations. 6. The Recipient will insert the clauses of Appendix B of this Assurance, as a covenant running with the land, in any deed from the United States effecting or recording a transfer of real property, structures, use, or improvements thereon or interest therein to aRecipient. 7. That where the Recipient receives Federal financial assistance to construct a facility, or part of a facility, the Assurance will extend to the entire facility and facilities operated in connection therewith. S. That where the Recipient receives Federal financial assistance in the form, or for the acquisition of real property or an interest in real property, the Assurance will extend to rights to space on, over, or under such property. 9. That the Recipient will include the clauses set forth in Appendix C and Appendix D of this Assurance, as a covenant running with the land, in any future deeds, leases, licenses, permits, or similar instruments entered into by the Recipient with other parties: a. for the subsequent transfer of real property acquired or improved under the applicable activity, project, or program; and b. for the construction or use of, or access to, space on, over, or under real property acquired or improved under the applicable activity, project, orprogram. 10. That this Assurance obligates the Recipient for the period during which Federal financial assistance is extended to the program, except where the Federal financial assistance is to provide, or is in the form of, personal property, or real property, or interest therein, or structures or improvements thereon, in which case the Assurance obligates the Recipient, or any transferee for the longer of the following periods: a. the period during which the property is used for a purpose for which the Federal financial assistance is extended, or for another purpose involving the provision of similar services or benefits; or b. the period during which the Recipient retains ownership or possession of the property. 11. The Recipient will provide for such methods of administration for the program as are found by the Secretary of Transportation or the official to whom he/she delegates specific authority to give reasonable guarantee that it, other recipients, sub -recipients, sub -grantees, contractors, subcontractors, consultants, transferees, successors in interest, and other participants of Federal financial assistance under such program will comply with all requirements imposed or pursuant to the Acts, the Regulations, and this Assurance. 12. The Recipient agrees that the United States has a right to seek judicial enforcement with regard to any matter arising under the Acts, the Regulations, and this Assurance. By signing this ASSURANCE, the [Local Agency] also agrees to comply (and require any sub -recipients, sub - grantees, contractors, successors, transferees, and/or assignees to comply) with all applicable provisions governing the FHWA, FTA, and FAA's access to records, accounts, documents, information, facilities, and staff. You also recognize that you must comply with any program or compliance reviews, and/or complaint investigationsconducted by CDOT, FHWA, FTA, or FAA. You must keep records, reports, and submit the material for review Page 134 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 upon request to CDOT, FHWA, FTA, or FAA, or its designee in a timely, complete, and accurate way. Additionally, you must comply with all other reporting, data collection, and evaluation requirements, as prescribed by law or detailed in program guidance. [Local Agency] gives this ASSURANCE in consideration of and for obtaining any Federal grants, loans, contracts, agreements, property, and/or discounts, or other Federal -aid and Federal financial assistance extended after the date hereof to the recipients by the U.S. Department of Transportation under the FHWA, FTA, and FAA. This ASSURANCE is binding on [Local Agency], other recipients, sub -recipients, sub -grantees, contractors, subcontractors and their subcontractors', transferees, successors in interest, and any other participants in the FHWA, FTA, and FAA funded programs. The person(s) signing below is authorized to sign this ASSURANCE on behalf of the Recipient. by (Name of Recipient) (Signature ofAuthorizedOffacial) DATED Page 135 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 APPENDIX A During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees as follows: 1. Compliance with Regulations: The contractor (hereinafter includes consultants) will comply with the Acts and the Regulations relative to Non-discrimination in Federally -assisted programs of the U.S. Department of Transportation, FHWA, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract. 2. Non-discrimination: The contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, or national origin in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor will not participate directly or indirectly in the discrimination prohibited by the Acts and the Regulations, including employment practices when the contract covers any activity, project, or program set forth in Appendix B of 49 CFR Part 21. 3. Solicitations for Subcontracts, Including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding, or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the contractor of the contractor's obligations under this contract and the Acts and the Regulations relative to Non-discrimination on the grounds of race, color, or national origin. 4. Information and Reports: The contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the [Local Agency], CDOT or FHWA to be pertinent to ascertain compliance with such Acts, Regulations, and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the contractor will so certify to the [Local Agency], CDOT or FHWA, as appropriate, and will set forth what efforts it has made to obtain the information. 5. Sanctions for Noncompliance: In the event of a contractor's noncompliance with the non-discrimination provisions of this contract, the [Local Agency] will impose such contract sanctions as it, CDOT or FHWA may determine to be appropriate, including, but not limited to: a. withholding payments to the contractor under the contract until the contractor complies; and/or b. cancelling, terminating, or suspending a contract, in whole or in part. Incorporation of Provisions: The contractor will include the provisions of paragraphs one through six in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations and directives issued pursuant thereto. The contractor will take action with respect to any subcontract or procurement as the Recipient or the [Local Agency], CDOT or FHWA may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the contractor may request the Recipient to enter into any litigation to protect the interests of the Recipient. In addition, the contractor may request the United States to enter into the litigation to protect the interests of the United States. Page 136 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 APPENDIX B CLAUSES FOR DEEDS TRANSFERRING UNITED STATES PROPERTY The following clauses will be included in deeds effecting or recording the transfer of real property, structures, or improvements thereon, or granting interest therein from the United States pursuant to the provisions of Assurance 4: NOW, THEREFORE, the U.S. Department of Transportation as authorized by law and upon the condition that the [Local Agency] will accept title to the lands and maintain the project constructed thereon in accordance with (Name of Appropriate Legislative Authority), the Regulations for the Administration of (Name of Appropriate Program), and the policies and procedures prescribed by the FHWA of the U.S. Department of Transportation in accordance and in compliance with all requirements imposed by Title 49, Code of Federal Regulations, U.S. Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in Federally -assisted programs of the U.S Department of Transportation pertaining to and effectuating the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252; 42 U.S.C. § 2000d to 2000d-4), does hereby remise, release, quitclaim and convey unto the [Local Agency] all the right, title and interest of the U.S. Department of Transportation in and to said lands described in Exhibit A attached hereto and made a part hereof. (HABENDUM CLAUSE) TO HAVE AND TO HOLD said lands and interests therein unto [Local Agency] and its successors forever, subject, however, to the covenants, conditions, restrictions and reservations herein contained as follows, which will remain in effect for the period during which the real property or structures are used for a purpose for which Federal financial assistance is extended or for another purpose involving the provision of similar services or benefits and will be binding on the [Local Agency] its successors and assigns. The [Local Agency], in consideration of the conveyance of said lands and interests in lands, does hereby covenant and agree as a covenant running with the land for itself, its successors and assigns, that (1) no person will on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination with regard to any facility located wholly or in part on, over, or under such lands hereby conveyed [,] [and]* (2) that the [Local Agency] will use the lands and interests in lands and interests in lands so conveyed, in compliance with all requirements imposed by or pursuant to Title 49, Code of Federal Regulations, U.S. Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Non-discrimination in Federally -assisted programs of the U.S. Department of Transportation, Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations and Acts may be amended [, and (3) that in the event of breach of any of the above -mentioned non-discrimination conditions, the Department will have a right to enter or re-enter said lands and facilities on said land, and that above described land and facilities will thereon revert to and vest in and become the absolute property of the U.S. Department of Transportation and its assigns as such interest existed prior to this instruction].* (*Reverter clause and related language to be used only when it is determined that such a clause is necessary to make clear the purpose of Title VI.) Exhibit J - Page 8 of 11 Page 137 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 APPENDIX C CLAUSES FOR TRANSFER OF REAL PROPERTY ACQUIRED OR IMPROVED UNDER THE ACTIVITY, FACILITY, OR PROGRAM The following clauses will be included in deeds, licenses, leases, permits, or similar instruments entered into by the [Local Agency] pursuant to the provisions of Assurance 7(a): A. The (grantee, lessee, permittee, etc. as appropriate) for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree [in the case of deeds and leases add "as a covenant running with the land"] that: In the event facilities are constructed, maintained, or otherwise operated on the property described in this (deed, license, lease, permit, etc.) for a purpose for which a U.S. Department of Transportation activity, facility, or program is extended or for another purpose involving the provision of similar services or benefits, the (grantee, licensee, lessee, permittee, etc.) will maintain and operate such facilities and services in compliance with all requirements imposed by the Acts and Regulations (as may be amended) such that no person on the grounds of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities. B. With respect to licenses, leases, permits, etc., in the event of breach of any of the above Non-discrimination covenants, [Local Agency] will have the right to terminate the (lease, license, permit, etc.) and to enter, re-enter, and repossess said lands and facilities thereon, and hold the same as if the (lease, license, permit, etc.) had never been made or issued. * C. With respect to a deed, in the event ofbreach of any of the above Non-discrimination covenants, the [Local Agency] will have the right to enter or re-enter the lands and facilities thereon, and the above described lands and facilities will there upon revert to and vest in and become the absolute property of the [Local Agency] and its assigns. * (*Reverter clause and related language to be used only when it is determined that such a clause is necessary to make clear the purpose of Title VI.) Page 138 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 APPENDIX D CLAUSES FOR CONSTRUCTION/USE/ACCESS TO REAL PROPERTY ACQUIRED UNDER THE ACTIVITY, FACILITY OR PROGRAM The following clauses will be included in deeds, licenses, permits, or similar instruments/agreements entered into by [Local Agency] pursuant to the provisions of Assurance 7(b): A. The (grantee, licensee, permittee, etc., as appropriate) for himself/herself, his/her heirs, personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby covenant and agree (in the case of deeds and leases add, "as a covenant running with the land") that (1) no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities, (2) that in the construction of any improvements on, over, or under such land, and the furnishing of services thereon, no person on the ground of race, color, or national origin, will be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, (3) that the (grantee, licensee, lessee, permittee, etc.) will use the premises in compliance with all other requirements imposed by or pursuant to the Acts and Regulations, as amended, set forth in this Assurance. B. With respect to (licenses, leases, permits, etc.), in the event of breach of any of the above Non- discrimination covenants, [Local Agency] will have the right to terminate the (license, permit, etc., as appropriate) and to enter or re-enter and repossess said land and the facilities thereon, and hold the same as if said (license, permit, etc., as appropriate) had never been made or issued. * C. With respect to deeds, in the event of breach of any of the above Non-discrimination covenants, [Local Agency] will there upon revert to and vest in and become the absolute property of [Local Agency] of Transportation and its assigns. * (*Reverter clause and related language to be used only when it is determined that such a clause is necessary to make clear the purpose of Title Vl.) Page 139 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 APPENDIX E During the performance of this contract, the contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the "contractor") agrees to comply with the following non- discrimination statutes and authorities; including but not limited to: Pertinent Non -Discrimination Authorities: • Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq., 78 stat. 252), (prohibits discrimination onthe basis of race, color, national origin); and 49 CFR Part 21. • The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. § 460 1), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal -aid programs and projects); • Federal -Aid Highway Act of 1973, (23 U.S.C. § 324 et seq.), (prohibits discrimination on the basis of sex), • Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794 et seq.), as amended, (prohibits discrimination on the basis of disability); and 49 CFR Part 27; • The Age Discrimination Act of 1975, as amended, (42 U.S.C. § 6101 et seq.), (prohibits discrimination on thebasis of age); • Airport and Airway Improvement Act of 1982, (49 USC § 471, Section 47123), as amended, (prohibits discrimination based on race, creed, color, national origin, orsex); • The Civil Rights Restoration Act of 1987, (PL 100-209), (Broadened the scope, coverage and applicability ofTitle VI of the Civil Rights Act of 1964, The Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms "programs or activities" to include all ofthe programs or activities of the Federal -aid recipients, sub -recipients and contractors, whether such programs or activities are Federally funded or not); • Titles 11 and III of the Americans with Disabilities Act, which prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities (42 U.S.C. §§ 12131-12189) as implemented by Department of Transportation regulations at 49 C.F.R. parts 37 and 38; • The Federal Aviation Administration's Non-discrimination statute (49 U.S.C. § 47123) (prohibits discrimination on the basis of race, color, national origin, and sex); • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low -Income Populations, which ensures non-discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations; • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency, and resulting agency guidance, national origin discrimination includes discrimination because of Limited English proficiency (LEP). To ensure compliance with Title VI, you must take reasonable steps to ensure that LEP persons have meaningful access to your programs (70 Fed. Reg. at 74087 to 74100); • Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. 1681 et seq). Page 140 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 EXHIBIT K FFATA SUPPLEMENTAL FEDERAL PROVISIONS State of Colorado Supplemental Provisions for Federally Funded Contracts, Grants, and Purchase Orders Subject to The Federal Funding Accountability and Transparency Act of 2006 (FFATA), As Amended Revised as of 3-20-13 The contract, grant, or purchase order to which these Supplemental Provisions are attached has been funded, in whole or in part, with an Award of Federal funds. In the event of a conflict between the provisions of these Supplemental Provisions, the Special Provisions, the contract or any attachments or exhibits incorporated into and made a part of the contract, the provisions of these Supplemental Provisions shall control. 1. Definitions. For the purposes of these Supplemental Provisions, the following terms shall have the meanings ascribed to them below. 1.1. "Award" means an award of Federal financial assistance that a. non -Federal Entity receives or administers in the form of: 1.1.1. Grants; 1.1.2. Contracts; 1.13. Cooperative agreements, which do not include cooperative research and development agreements (CRDA) pursuant to the Federal Technology Transfer Act of 1986, as amended (15 U.S.C. 3710); 1.1.4. Loans; 1.1.5. Loan Guarantees; 1.1.6. Subsidies; 1.1.7. Insurance; 1.1.8. Food commodities; 1.1.9. Direct appropriations; 1.1.10. Assessed and voluntary contributions; and 1.1.11. Other financial assistance transactions that authorize the expenditure of Federal funds by non - Federal Entities. Award does not include: 1.1.12. Technical assistance, which provides services in lieu of money; 1.1.13. A transfer of title to Federally -owned property provided in lieu of money; even if the award is called a grant; 1.1.14. Any award classified for security purposes; or 1.1.15. Any award funded in whole or in part with Recovery funds, as defined in section 1512 of the American Recovery and Reinvestment Act (ARRA) of 2009 (Public Law 111-5). 1.2. "Contract" means the contract to which these Supplemental Provisions are attached and includes all Award types in §1.1.1 through 1.1.11 above. 13. "Contractor" means the party or parties to a Contract funded, in whole or in part, with Federal financial assistance, other than the Prime Recipient, and includes grantees, subgrantees, Subrecipients, and borrowers. For purposes of Transparency Act reporting, Contractor does not include Vendors. 1.4. "Data Universal Numbering System (DUNS) Number" means the nine -digit number established and assigned by Dun and Bradstreet, Inc. to uniquely identify a business entity. Dun and Bradstreet's website may be found at: http://fedgov.dnb.com/webform. 1.5. "Entity" means all of the following as defined at 2 CFR part 25, subpartC; 1.5.1. A governmental organization, which is a State, local government, or Indian Tribe; 1.5.2. A foreign public entity; 1.53. A domestic or foreign non-profit organization; Page 141 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 1.5A. A domestic or foreign for -profit organization; and 1.5.5. A Federal agency, but only a Subrecipient under an Award or Subaward to a non -Federal entity. 1.6. "Executive" means an officer, managing partner or any other employee in a management position. 1.7. "Federal Award Identification Number (FAIN)" means an Award number assigned by a Federal agency to a Prime Recipient. 1.8. "FFATA" means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109- 282), as amended by §6202 of Public Law 110-252. FFATA, as amended, also is referred to as the "Transparency Act." 1.9. "Prime Recipient" means a Colorado State agency or institution ofhigher education that receives an Award. 1.10. "Subaward" means a legal instrument pursuant to which a Prime Recipient of Award funds awards all or a portion of such funds to a Subrecipient, in exchange for the Subrecipient's support in the performance of all or any portion of the substantive project or program for which the Award was granted. 1.11. "Subrecipient" means a non -Federal Entity (or a Federal agency under an Award or Subaward to a non - Federal Entity) receiving Federal funds through a Prime Recipient to support the performance of the Federal project or program for which the Federal funds were awarded. A Subrecipient is subject to the terms and conditions of the Federal Award to the Prime Recipient, including program compliance requirements. The term "Subrecipient" includes and may be referred to as Subgrantee. 1.12. "Subrecipient Parent DUNS Number" means the Subrecipient parent organization's 9-digit Data Universal Numbering System (DUNS) number that appears in the subrecipient's System for Award Management (SAM) profile, ifapplicable. 1.13. "Supplemental Provisions" means these Supplemental Provisions for Federally Funded Contracts, Grants, and Purchase Orders subject to the Federal Funding Accountability and Transparency Act of 2006, As Amended, as may be revised pursuant to ongoing guidance from the relevant Federal or State of Colorado agency or institution of higher education. 1.14. "System for Award Management (SAM)" means the Federal repository into which an Entity must enter the information required under the Transparency Act, which maybe found athttp://www.sam.gov. 1.15. "Total Compensation" means the cash and noncash dollar value earned by an Executive during the Prime Recipient's or Subrecipient's preceding fiscal year and includes the following: 1.15.1. Salary and bonus; 1.15.2. Awards of stock, stock options, and stock appreciation rights, using the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2005) (FAS 123R), Shared BasedPayments; 1.15.3. Earnings for services under non -equity incentive plans, not including group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of Executives and are available generally to all salaried employees; 1.15.4. Change in present value of defined benefit and actuarial pension plans; 1.15.5. Above -market earnings on deferred compensation which is not tax -qualified; 1.15.6. Other compensation, if the aggregate value of all such other compensation (e.g. severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the Executive exceeds $10,000. 1.16. "Transparency Act" means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109-282), as amended by §6202 ofPublic Law 110-252. The Transparency Act also is referred to as FFATA. 1.17 "Vendor" means a dealer, distributor, merchant or other seller providing property or services required for a project or program funded by an Award. A Vendor is not a Prime Recipient or a Subrecipient and is not subject to the terms and conditions of the Federal award. Program compliance requirements do not pass through to a Vendor. Page 142 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 2. Compliance. Contractor shall comply with all applicable provisions of the Transparency Act and the regulations issued pursuant thereto, including but not limited to these Supplemental Provisions. Any revisions to such provisions or regulations shall automatically become a part of these Supplemental Provisions, without the necessity of either party executing any further instrument. The State of Colorado may provide written notification to Contractor of such revisions, but such notice shall not be a condition precedent to the effectiveness of suchrevisions. 3. System for Award Management (SAM) and Data Universal Numbering System (DUNS) Requirements. 3.1. SAM. Contractor shall maintain the currency of its information in SAM until the Contractor submits the final financial report required under the Award or receives final payment, whichever is later. Contractor shall review and update SAM information at least annually after the initial registration, and more frequently if required by changes in its information. 3.2. DUNS. Contractor shall provide its DUNS number to its Prime Recipient, and shall update Contractor's information in Dun & Bradstreet, Inc. at least annually after the initial registration, and more frequently if required by changes in Contractor's information. 4. Total Compensation. Contractor shall include Total Compensation in SAM for each of its five most highly compensated Executives for the preceding fiscal year i£ 4.1. The total Federal funding authorized to date under the Award is $25,000 or more; and 4.2. In the preceding fiscal year, Contractor received: 4.2.1. 80% or more of its annual gross revenues from Federal procurement contracts and subcontracts and/or Federal financial assistance Awards or Subawards subject to the Transparency Act; and 4.2.2. $25,000,000 or more in annual gross revenues from Federal procurement contracts and subcontracts and/or Federal financial assistance Awards or Subawards subject to the Transparency Act; and 4.3. The public does not have access to information about the compensation of such Executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d) or § 6104 of the Internal Revenue Code of 1986. 5. Reporting. Contractor shall report data elements to SAM and to the Prime Recipient as required in §7 below if Contractor is a Subrecipient for the Award pursuant to the Transparency Act. No direct payment shall be made to Contractor for providing any reports required under these Supplemental Provisions and the cost of producing such reports shall be included in the Contract price. The reporting requirements in §7 below are based on guidance from the US Office of Management and Budget (OMB), and as such are subject to change at any time by OMB. Any such changes shall be automatically incorporated into this Contract and shall become part of Contractor's obligations under this Contract, as provided in §2 above. The Colorado Office of the State Controller will provide summaries ofrevised OMB reporting requirements at http://www.colorado.gov/dpa/dfp/sco/FFATA.htm. 6. Effective Date and Dollar Threshold for Reporting. The effective date of these Supplemental Provisions apply to new Awards as of October 1, 2010. Reporting requirements in §7 below apply to new Awards as of October 1, 2010, if the initial award is $25,000 or more. If the initial Award is below $25,000 but subsequent Award modifications result in a total Award of $25,000 or more, the Award is subject to the reporting requirements as of the date the Award exceeds $25,000. if the initial Award is $25,000 or more, but funding is subsequently de - obligated such that the total award amount falls below $25,000, the Award shall continue to be subject to the reporting requirements. 7. Subrecipient Reporting Requirements. If Contractor is a Subrecipient, Contractor shall report asset forth below. Page 143 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 7.1 To SAM. A Subrecipient shall register in SAM and report the following data elements in SAM for each Federal Award Identification Number no later than the end of the month following the month in which theSubaward was made: 7.1.1 Subrecipient DUNS Number; 7.1.2 Subrecipient DUNS Number + 4 if more than one electronic funds transfer (EFT) account; 7.1.3 Subrecipient Parent DUNS Number; 7.1A Subrecipient's address, including: Street Address, City, State, Country, Zip + 4, andCongressionalDistrict; 7.1.5 Subrecipient's top 5 most highly compensated Executives if the criteria in §4 above are met;and 7.1.6 Subrecipient's Total Compensation oftop 5 most highly compensated Executives if criteria in §4 above met. 7.2 To Prime Recipient. A Subrecipient shall report to its Prime Recipient, upon the effective date of theContract, the following dataelements: 7.2.1 Subrecipient's DUNS Number as registered in SAM. 7.2.2 Primary Place ofPerformance Information, including: Street Address, City, State, Country, Zipcode + 4, and Congressional District. 8. Exemptions. 8.1. These Supplemental Provisions do not apply to an individual who receives an Award as a natural person,unrelated to any business or non-profit organization he or she may own or operate in his or her name. 8.2 A Contractor with gross income from all sources of less than $300,000 in the previous tax year is exempt from the requirements to report Subawards and the Total Compensation of its most highly compensated Executives. 8.3 Effective October 1, 2010, "Award" currently means a grant, cooperative agreement, or other arrangementas defined in Section 1.1 of these Special Provisions. On future dates "Award" may include other items to be specified by OMB in policy memoranda available at the OMB Web site; Award also will include other types of Awards subject to the Transparency Act. 8.4 There are no Transparency Act reporting requirements for Vendors Event of Default. Failure to comply with these Supplemental Provisions shall constitute an event of default under theContract and the State of Colorado may terminate the Contract upon 30 days prior written notice if the default remains uncured five calendar days following the termination of the 30 day notice period. This remedy will be in addition to any other remedy available to the State of Colorado under the Contract, at law or in equity. Page 144 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 EXHIBIT L SAMPLE SUBRECIPIENT MONITORING AND RISK ASSESSMENT CDOT SUBRECIPIENT RISK ASSESSMENT Narre of Entity (Subreclpent); Name of Project / program: Estimated Award Period: Entity Executive Director or VP: F ntlty Chief Pfnanclal Officer! Entity Representative for this Self Assessment Instructions. (See "Instructions" tab for more Information) 1. Check only one box far each question, All questions are required to beansweried, Yes No N/A 2, Utilize the "Comment"section below the lost que.Won for additional responses. 3. Whim compiste, check the, box at the bottom oftheforrys to authofiZe. 1, Is your, entity new to operating or manaEing federal funds (has not done so w4h�n the past three years)? — 2 Is this funding Program new for your entity (managed for less than three years)? Exomples of funding progronis include CMAQ, TAP, STP-M, etc., — 3 Does your staff assigned to the program have at least three lull years of experience with this federai prograrn? AlHas your entity had an on -site Pt oJect or grant review front an external entity (Fr%g., CDOT F14WA) wIthin the last three years? a) Were, there non-compliance issues in this prior review? b) What were the number and extent of issues In prior review? I-q I t02 .. . . ... .... ........ h Does your entity brave a time and effort reportIngsystern in place toamiunt for 100%ofall empIoyeps'time, that can provide a breakdown of the actual time, spentoneach funded F1 pmject? if No, In the commentsection pleaseexplain how yore intend to document 100ploof hours wDrkedby employees and breakdown oftirriespent on each funding project, ( a) Does your entity have an Indirect cost rate that is approved and current? b) If Yes, who approved the rate, and what date was it approved? is this grarit/award 10% cK more of yourentity',, coverall funding? Has you ? r entity returned lapsed* fund, * Funds "/ap5e" when tiny are na longer ovailablefor 1 171 obliciatfon. 'LQ Has your entity had difficulty meeting local match requirements In the last three years? 11 Whatis the total federal funding yor,or entity has been awarded for the fast feder,al fiscEa year, and what is your entity's fisrdh year and? Page 145 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 pia;" 12 Has yaagar entity iaad ,�ny stlg„nafgcant changES. in key personnel! C76 a.4:CNl4ant4ng,systerrgis! In the last year? (e,ag,, Contra Ile , Exec Director,, Program Mgr Accountinag Mir, etc-) If Yes in the cornment4ectiom Preose lde,,bt and Id ) li.,7tper,,ofdoe'�positicino and identffy any that rare vacant, Does your entity have financial prccedures and contrMs do place to accommodate a federal aid (. r°o ect a .,.1 Danes your accounting system l enthfy the receipts and expenditures of program funds �....� separately for each award? . 15 Will your accountingsystern provide for the recordings of expenditures for each award by the budget cost categories shown in the approved budget? 1.6 Does your agency have a review process for all expenditures that will ensure that all costs are reasonable„ allowable and allloc;ated correctdy to each funding sourrel !f yes, in the coramiaaent sect!! r°a, please explain your current rcacess'rar reviewIng costs, IITf How marry total FTF perforr'n accounting funcaony within, yourorganization? 2: tr3: 5 . y 11 w "� I , ,,, . „- ,,.�.,.,... , , , ,,,,, ,,,, ,.. ' For this ulrcorrA ng federal award or in the immerdlate future„ does your entity hove any potentlW conflicts of interest" In aiccrnrdanrre with applicable Fed rM awarding agency policy? if Yearn, please ?disclose these cTorlflilals in wvri'tmg, rake+act with supporting ilrformaaffon, and submit with this form. ( 'Anypr'cacaces, atctivities' or relationships Out reassaanobly aupapearrrd he in (,orrfhct with thefu)f perforrYnmee of the Stibrecipient`s ohtigations to tine stone:,) 19 For this award, has your entity cifsclosedtoCFX)T in writing, violations of"Federaicrirninallaw involving froucd„ bribcry, or grratUity Violations potentladly affecting the award? Response El 1D options: YES = )eck if tove one car rnore vial? Hatag",s;ond harve either dhsclo5ed p revioUsly toCDOTor u:� port of this form. in the ewriment section, lJ:ti't all violot(bn5 with homes of sapportil'7(g" adoca mentcation and 5abrnit with tkrs form. NO � CJwck if have one or more violation(s) and hove not d rs'losead previously or will not ?disclose as part of this.form, Explain M the commaentsectioun. NIA = Uleck if ha ve no Violctions,. Does your entity have a written process/procedure or certificatlon statement approved by your governing board' ensuring, critical project personnel: are capable of effectively managing Federal ..I ,..j aid rra`ects l Yaas, cleanse submit with thin rJr(M Does your entity have written procurement policies orcer tdficatiion statement for consultant selection approved by your governing board in comipliance with 13 C FR 172* ? ll Yea, pleeas saadrn* w0h Mis form, Ir 'The ft<lksActraciarireso encves to promote open competition by cadverCas no, ranking, selecting and rw9oti'aatin9controcts barsedon demonstrated competence r"aradqua lifications, or a fail, and reasonable prreejl' ZZ a) Is your staff famaiiar with the relevant COOT manuals and federal (program n� quire ments r F7 � b) Does your entity have a written policy or a certf frcation statement approved by your governing board assuringtederal-aird praojects.01I receive adequate inspe'ctaurts if Yes, please IF1 Fl 171 submit with this rarrr;, c) Danes your entity have a r»wntten process or a certification statement approved by your governing board assuriin,g a contractors work.' w li be completed in conformance with approved r"I tans and s ecifdcabonsr d Yes, pMosesubmft with this orma, Page 146 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 d) Dot.,s your entity have written policy or certification staternent, approved by your governa ng board assuring that trateriais installed on the projects are sampled and tested per approved I I � I n I F�! e) Does your entity have a written poky or certification staternerit approved by your governing board assuring that only US manufactured steel will be uncorporated Inta the proj I S f 117, 1 F-I gents - As needed, include the question number and provide comments related to the above questions. additional rows as needed. I Fl By checking this box; the Fxecutive Director, VP or Chief Financial Officer of this entity certifies that all 100 Vors"im I information Provided on this form Is true and correct. Amr V2.0loflinmt Page 147 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 EXHIBIT M OMB UNIFORM GUIDANCE FOR FEDERAL AWARDS Subject to The Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and AuditRequirements for Federal Awards ("Uniform Guidance"), Federal Register, Vol. 78, No. 248, 78590 The agreement to which these Uniform Guidance Supplemental Provisions are attached has been funded, in whole or in part, with an award of Federal funds. In the event of a conflict between the provisions of these Supplemental Provisions, the Special Provisions, the agreement or any attachments or exhibits incorporated into and made a part of the agreement, the provisions of these Uniform Guidance Supplemental Provisions shall control. In the event of a conflict between the provisions of these Supplemental Provisions and the FFATA Supplemental Provisions, the FFATA Supplemental Provisions shall control. 1. Definitions. For the purposes of these Supplemental Provisions, the following terms shall have the meaningsascribed to them below. 1.1. "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 conditionsof the Federal Award specifically indicate otherwise. 2 CFR §200.38 1.2. "Federal Award" means an award of Federal financial assistance or a cost -reimbursement contract underthe 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. 1.3."Federal Awarding Agency" means a Federal agency providing a Federal Award to a Recipient. 2CFR §200.37 1.4. "FFATA" means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109-282), as amended by §6202 of Public Law 110-252. 1.5. "Grant" or "Grant Agreement" means an agreement setting forth the terms and conditions of an Award. The term does not include an agreement that provides only direct Federal cash assistance to an individual,a subsidy, a loan, a loan guarantee, insurance, or acquires property or services for the direct benefit of use of the Federal Awarding Agency or Recipient. 2 CFR§200.51. 1.6. "OMB" means the Executive Office of the President, Office of Management and Budget. 1.7. "Recipient" means a Colorado State department, agency or institution of higher education that receives a Federal Award from a Federal Awarding Agency to carry out an activity under a Federal program. The term does not include Subrecipients. 2 CFR §200.86 1.8. "State" means the State of Colorado, acting by and through its departments, agencies and institutions ofhigher education. 1.9. "Subrecipient" means a non -Federal entity receiving an Award from a Recipient to carry out part of aFederal program. The term does not include an individual who is a beneficiary of such program. 1.10. "Uniform Guidance" means the Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, which supersedes requirements from OMB Circulars A-21, A-87, A-110, and A-122, OMB Circulars A-89, A-102, and A- 133, and the guidance in Circular A-50 on Single Audit Act follow-up. The terms and conditions of the Uniform Guidance flow down to Awards to Subrecipients unless the Uniform Guidance or the terms and conditions of the Federal Award specifically indicate otherwise. Page 148 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 1.11. "Uniform Guidance Supplemental Provisions" means these Supplemental Provisions for Federal Awards subject to the OMB Uniform Guidance, as may be revised pursuant to ongoing guidance from relevant Federal agencies or the Colorado State Controller. 2. Compliance. Subrecipient shall comply with all applicable provisions of the Uniform Guidance, including but notlimited to these Uniform Guidance Supplemental Provisions. Any revisions to such provisions automatically shall become a part of these Supplemental Provisions, without the necessity of either partyexecuting any further instrument. The State of Colorado may provide written notification to Subrecipient of suchrevisions, but such notice shall not be a condition precedent to the effectiveness of such revisions. 3. Procurement Standards. 3.1 Procurement Procedures. Subrecipient shall use its own documented procurement procedures which reflect applicable State, local, and Tribal laws and regulations, provided that the procurements conform to applicable Federal law and the standards identified in the Uniform Guidance, including without limitation, §§200.318 through 200.326 thereof. 3.2 Procurement of Recovered Materials. If Subrecipient is a State Agency or an agency of a politicalsubdivision of a state, its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in theEPA guidelines. 4. Access to Records. Subrecipient shall pen -nit Recipient and auditors to have access to Subrecipient's records andfmancial statements as necessary for Recipient to meet the requirements of §200.331 (Requirements for pass through entities), §§200.300 (Statutory and national policy requirements) through 200.309 (Period of performance), and Subpart F-Audit Requirements of the Uniform Guidance. 2 CFR §200.331(a)(5). 5. Single Audit Requirements. If Subrecipient expends $750,000 or more in Federal Awards during Subrecipient's fiscal year, Subrecipient shall procure or arrange for a single or program -specific audit conducted for that year in accordance with the provisions of Subpart F-Audit Requirements of the Uniform Guidance, issued pursuant tothe Single Audit Act Amendments of 1996, (31 U.S.C. 7501- 7507). 2 CFR §200.501. 5.1 Election. Subrecipient shall have a single audit conducted in accordance with Uniform Guidance §200.514(Scope of audit), except when it elects to have a program -specific audit conducted in accordance with §200.507 (Program -specific audits). Subrecipient may elect to have a program -specific audit if Subrecipient expends Federal Awards under only one Federal program (excluding research and development) and the Federal program's statutes, regulations, or the terms and conditions of the Federal award do not require a financial statement audit of Recipient. A program -specific audit may not be electedfor research and development unless all of the Federal Awards expended were received from Recipient and Recipient approves in advance a program -specific audit. 5.2 Exemption. If Subrecipient expends less than $750,000 in Federal Awards during its fiscal year, Subrecipient shall be exempt from Federal audit requirements for that year, except as noted in 2 CFR §200.503 (Relation to other audit requirements), but records shall be available for review or audit by appropriate officials of the Federal agency, the State, and the Government Page 149 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 Accountability Office. 5.3 Subrecipient Compliance Responsibility. Subrecipient shall procure or otherwise arrange for the audit required by Part F of the Uniform Guidance and ensure it is properly perfonned and submitted when duem accordance with the Uniform Guidance. Subrecipient shall prepare appropriate financial statements, including the schedule of expenditures of Federal awards in accordance with Uniform Guidance §200.510 (Financial statements) and provide the auditor with access to personnel, accounts, books, records, supporting documentation, and other information as needed for the auditor to perform the audit required by UniformGuidance Part F-Audit Requirements. 6. Contract Provisions for Subrecipient Contracts. Subrecipient shall comply with and shall include all of thefollowing applicable provisions in all subcontracts entered into by it pursuant to this Grant Agreement. 6.1 Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of "federally assisted construction contract" in 41 CFR Part 60- 1.3 shall include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." "During the performance of this contract, the contractor agrees as follows: (1) The contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. (2) The contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. (3) The contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or workers' representative of the contractor's commitments under section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice inconspicuous places available to employees and applicants for employment. (4) The contractor will comply with all provisions of Executive Order 11246 of September 24, 1965,and of the rules, regulations, and relevant orders of the Secretary of Labor. (5) The contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuantthereto, and will permit access to his books, records, and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. (6) In the event of the contractor's non-compliance with the nondiscrimination clauses of this contract or with any of such rules, regulations, or orders, this contract may be canceled, Page 1SO of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 terminated or suspendedin whole or in part and the contractor may be declared ineligible for further Government contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided bylaw. (7) The contractor will include the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuantto section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The contractor will take such action with respect to any subcontractor purchase order as may be directed by the Secretary of Labor as a means of enforcing such provisions including sanctions for noncompliance: Provided, however, that in the event the contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction,the contractor may request the United States to enter into such litigation to protect the interests of the United States." 6.2 Davis -Bacon Act. Davis -Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non - Federal entities must include a provision for compliance with the Davis -Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractorsmust be required to pay wages not less than once a week. The non -Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non -Federal entity must report all suspected or reported violations to the Federal awarding agency.The contracts must also include a provision for compliance with the Copeland "Anti -Kickback" Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or Subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is other wise entitled. The non -Federal entity must report all suspected or reported violations to the Federal awarding agency. 6.3 Rights to Inventions Made Under a Contract or Agreement. If the Federal Award meets the definition of "funding agreement" under 37 CFR §401.2 (a) and Subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assigmnent or performance of experimental, developmental, or research work under that "funding agreement," Subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. 6.4 Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251- 1387), as amended. Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non -Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Actas amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Page 151 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 Agency (EPA). 6.5 Debarment and Suspension (Executive Orders 12549 and 12689). A contract award (see 2 CFR 180.220)must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAMExclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well asparties declared ineligible under statutory or regulatory authority other than Executive Order 12549. 6.6 Byrd Anti -Lobbying Amendment (31 U.S.C. 1352). Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, oran employee of a member of Congress in connection with obtaining any Federal contract, grant or any otheraward covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non- Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non -Federal award. 7. Certifications. Unless prohibited by Federal statutes or regulations, Recipient may require Subrecipient to submit certifications and representations required by Federal statutes or regulations on an annual basis. 2CFR §200.208. Submission may be required more frequently if Subrecipient fails to meet a requirement of the Federal award. Subrecipient shall certify in writing to the State at the end of the Award that the project or activity was completed or the level of effort was expended. 2 CFR §200.201(3). If the required level ofactivity or effort was not carried out, the amount of the Award must be adjusted. 7.1 Event of Default. Failure to comply with these Uniform Guidance Supplemental Provisions shall constitute anevent of default under the Grant Agreement (2 CFR §200.339) and the State may terminate the Grant upon 30 days prior written notice if the default remains uncured five calendar days following the termination of the 30 day notice period. This remedy will be in addition to any other remedy available to the State of Colorado under the Grant, at law or in equity. 8. Effective Date. The effective date of the Uniform Guidance is December 26, 2013.2 CFR §200.110. The procurement standards set forth in Uniform Guidance §§200.317-200.326 are applicable to new Awards made by Recipient as of December 26, 2015. The standards set forth in Uniform Guidance Subpart F- Audit Requirements are applicable to audits of fiscal years beginning on or after December 26, 2014. 9. Performance Measurement. The Uniform Guidance requires completion of OMB -approved standard information collection forms (the PPR). The form focuses on outcomes, as related to the Federal Award Performance Goals that awarding Federal agencies are required to detail in the Awards. Section 200.301 provides guidance to Federal agencies to measure performance in a way that will help theFederal awarding agency and other non -Federal entities to improve program outcomes. The Federal awarding agency is required to provide recipients with clear performance goals, indicators, and milestones (200.210). Also, must require the recipient to relate financial data to performance accomplishments of the Federal award. Page 152 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 Exhibit N Federal Treasury Provisions 1. APPLICABILITY OF PROVISIONS. 1.1. The Grant to which these Federal Provisions are attached has been funded, in whole or in part, with an Award of Federal funds. In the event of a conflict between the provisions of these Federal Provisions, the Special Provisions, the body of the Grant, or any attachments or exhibits incorporated into and made a part of the Grant, the provisions of these Federal Provisions shall control. 1.2. The State of Colorado is accountable to Treasury for oversight of their subrecipients, including ensuring their subrecipients comply with the SLFRF statute, SLFRF Award Terms and Conditions, Treasury's Final Rule, and reporting requirements, as applicable. 1.3. Additionally, any subrecipient that issues a subaward to another entity (2" d tier subrecipient), must hold the 2nd tier subrecipient accountable to these provisions and adhere to reporting requirements. 1.4. These Federal Provisions are subject to the Award as defined in §2 of these Federal Provisions, as may be revised pursuant to ongoing guidance from the relevant Federal or State of Colorado agency or institutions of higher education. 2. DEFINITIONS. 2.1. For the purposes of these Federal Provisions, the following terms shall have the meanings ascribed to them below. 2.1.1. "Award" means an award of Federal financial assistance, and the Grant setting forth the terms and conditions of that financial assistance, that a non -Federal Entity receives or administers. 2.1.2. "Entity" means: 2.1.2.1. a Non -Federal Entity; 2.1.2.2. a foreign public entity; 2.1.2.3. a foreign organization; 2.1.2.4. a non-profit organization; 2.1.2.5. a domestic for -profit organization (for 2 CFR parts 25 and 170 only); 2.1.2.6. a foreign non-profit organization (only for 2 CFR part 170) only); 2.1.2.7. a Federal agency, but only as a Subrecipient under an Award or Subaward to a non -Federal entity (or 2 CFR 200.1); or 2.1.2.8. a foreign for -profit organization (for 2 CFR part 170 only). 2.1.3. "Executive" means an officer, managing partner or any other employee in a management position. 2.1.4. "Expenditure Category (EC)" means the category of eligible uses as defined by the US Department of Treasury in "Appendix 1 of the Compliance and Reporting Guidance, State and Local Fiscal Recovery Funds" report available at www.treasury.gov. Page 153 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 2.1.5. "Federal Awarding Agency" means a Federal agency providing a Federal Award to a Recipient as described in 2 CFR 200.1 2.1.6. "Grant" means the Grant to which these Federal Provisions are attached. 2.1.7. "Grantee" means the party or parties identified as such in the Grant to which these Federal Provisions are attached. 2.1.8. "Non -Federal Entity means a State, local government, Indian tribe, institution of higher education, or nonprofit organization that carries out a Federal Award as a Recipient or a Subrecipient. 2.1.9. "Nonprofit Organization" means any corporation, trust, association, cooperative, or other organization, not including IHEs, that: 2.1.9.1. Is operated primarily for scientific, educational, service, charitable, or similar purposes in the public interest; 2.1.9.2. Is not organized primarily for profit; and 2.1.9.3. Uses net proceeds to maintain, improve, or expand the operations of the organization. 2.1.10. "OMB" means the Executive Office of the President, Office of Management and Budget. 2.1.11. "Pass -through Entity" means a non -Federal Entity that provides a Subaward to a Subrecipient to carry out part of a Federal program. 2.1.12. "Prime Recipient" means the Colorado State agency or institution of higher education identified as the Grantor in the Grant to which these Federal Provisions are attached. 2.1.13. "Subaward" means an award by a Prime 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 Subaward unless the terms and conditions of the Federal Award specifically indicate otherwise in accordance with 2 CFR 200.101. The term does not include payments to a Contractor or payments to an individual that is a beneficiary of a Federal program. 2.1.14. "Subrecipient" or "Subgrantee" means a non -Federal Entity (or a Federal agency under an Award or Subaward to a non -Federal Entity) receiving Federal funds through a Prime Recipient to support the performance of the Federal project or program for which the Federal funds were awarded. A Subrecipient is subject to the terms and conditions of the Federal Award to the Prime Recipient, including program compliance requirements. The term does not include an individual who is a beneficiary of a federal program. 2.1.15. "System for Award Management (SAM)" means the Federal repository into which an Entity must enter the information required under the Transparency Act, which may be found at http://www.sam.gov. "Total Compensation" means the cash and noncash dollar value earned by an Executive during the Prime Recipient's or Subrecipient's preceding fiscal year (see 48 CFR 52.204-10, as prescribed in 48 CFR 4.1403(a)) and includes the following: 2.1.15.1. Salary and bonus; 2.1.15.2. Awards of stock, stock options, and stock appreciation rights, using the dollar amount recognized for financial statement reporting purposes with respect to the Page 154 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2005) (FAS 123R), Shared Based Payments; 2.1.15.3. Earnings for services under non -equity incentive plans, not including group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of Executives and are available generally to all salaried employees; 2.1.15.4. Change in present value of defined benefit and actuarial pension plans; 2.1.15.5. Above -market earnings on deferred compensation which is not tax -qualified; 2.1.15.6. Other compensation, if the aggregate value of all such other compensation (e.g., severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the Executive exceeds $10,000. 2.1.16. "Transparency Act" means the Federal Funding Accountability and Transparency Act of 2006 (Public Law 109-282), as amended by §6202 of Public Law 110-252. 2.1.17. "Uniform Guidance" means the Office of Management and Budget Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. The terms and conditions of the Uniform Guidance flow down to Awards to Subrecipients unless the Uniform Guidance or the terms and conditions of the Federal Award specifically indicate otherwise. 2.1.18. "Unique Entity ID" means the Unique Entity ID established by the federal government for a Grantee at https://sam.gov/content/home. 3. COMPLIANCE. 3.1. Grantee shall comply with all applicable provisions of the Transparency Act and the regulations issued pursuant thereto, all applicable provisions of the Uniform Guidance, and all applicable Federal Laws and regulations required by this Federal Award Any revisions to such provisions or regulations shall automatically become a part of these Federal Provisions, without the necessity of either party executing any further instrument. The State of Colorado, at its discretion, may provide written notification to Grantee of such revisions, but such notice shall not be a condition precedent to the effectiveness of such revisions. 3.2. Per US Treasury Final Award requirements, grantee programs or services must not include a term or conditions that undermines efforts to stop COVID-19 or discourages compliance with recommendations and CDC guidelines. 4. SYSTEM FOR AWARD MANAGEMENT (SAM) AND UNIQUE ENTITY ID (UEI) REQUIREMENTS. 4.1. SAM. Grantee shall maintain the currency of its information in SAM until the Grantee submits the final financial report required under the Award or receives final payment, whichever is later. Grantee shall review and update SAM information at least annually. 4.2. UEI. Grantee shall provide its Unique Entity ID to its Prime Recipient, and shall update Grantee's information in Sam.gov at least annually. 5. TOTAL COMPENSATION. 5.1. Grantee shall include Total Compensation in SAM for each of its five most highly compensated Executives for the preceding fiscal year if: 5.1.1. The total Federal funding authorized to date under the Award is $30,000 or more; and 5.1.2. In the preceding fiscal year, Grantee received: Page 155 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 5.1.2.1. 80% or more of its annual gross revenues from Federal procurement Agreements and Subcontractors and/or Federal financial assistance Awards or Subawards subject to the Transparency Act; and 5.1.2.2. $30,000,000 or more in annual gross revenues from Federal procurement Agreements and Subcontractors and/or Federal financial assistance Awards or Subawards subject to the Transparency Act; and 5.1.2.3. 5.1.2.3 The public does not have access to information about the compensation of such Executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d) or § 6104 of the Internal Revenue Code of 1986. 6. REPORTING. 6.1. If Grantee is a Subrecipient of the Award pursuant to the Transparency Act, Grantee shall report data elements to SAM and to the Prime Recipient as required in this Exhibit. No direct payment shall be made to Grantee for providing any reports required under these Federal Provisions and the cost of producing such reports shall be included in the Grant price. The reporting requirements in this Exhibit are based on guidance from the OMB, and as such are subject to change at any time by OMB. Any such changes shall be automatically incorporated into this Grant and shall become part of Grantee's obligations under this Grant. 7. EFFECTIVE DATE AND DOLLAR THRESHOLD FOR FEDERAL REPORTING. 7.1. Reporting requirements in § 8 below apply to new Awards as of October 1, 2010, if the initial award is $30,000 or more. If the initial Award is below $30,000 but subsequent Award modifications result in a total Award of $30,000 or more, the Award is subject to the reporting requirements as of the date the Award exceeds $30,000. If the initial Award is $30,000 or more, but funding is subsequently de -obligated such that the total award amount falls below $30,000, the Award shall continue to be subject to the reporting requirements. If the total award is below $30,000 no reporting required; if more than $30,000 and less than $50,000 then FFATA reporting is required; and, $50,000 and above SURF reporting is required. 7.2. The procurement standards in §9 below are applicable to new Awards made by Prime Recipient as of December 26, 2015. The standards set forth in § 11 below are applicable to audits of fiscal years beginning on or after December 26, 2014. 8. SUBRECIPIENT REPORTING REQUIREMENTS. 8.1. Grantee shall report as set forth below. 8.1.1. Grantee shall use the SURF Subrecipient Quarterly Report Workbook as referenced in Exhibit P to report to the State Agency within ten (10) days following each quarter ended September, December, March and June. Additional information on specific requirements are detailed in the SLFRF Subrecipient Quarterly Report Workbooks and "Compliance and Reporting Guidance, State and Local Fiscal Recovery Funds" report available at www.treasury. gov. Page 156 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 EC 1— Public Health All Public Health Projects a) Description of structure and objectives b) Description of relation to COVID-19 c) Identification of impacted and/or disproportionately impacted communities d) Capital Expenditures i. Presence of capital expenditure in project ii. Total projected capital expenditure iii. Type of capital expenditure iv. Written justification V. Labor reporting COVID-19 Interventions and Mental Health (1.4, 1.11, 1.12, 1.13) a) Amount of total project used for evidence -based programs b) Evaluation plan description COVID-19 Small Business Economic Assistance (1.8) a) Number of small businesses served COVID-19 Assistance to Non -Profits (1.9) a) Number of non -profits served COVID-19 Aid to Travel, Tourism, and Hospitality or Other Impacted Industries (1.10) a) Sector of employer b) Purpose of funds EC 2 — Negative Economic Impacts All Negative Economic Impacts Projects a) Description of project structure and objectives b) Description ofproject's response to COVID-19 c) Identification of impacted and/or disproportionately impacted communities d) Amount of total project used for evidence -based programs and description of evaluation plan (not required for 2.5, 2.8, 2.21-2.24, 2.27-2.29, 2.31, 2.34-2.36) e) Number of workers enrolled in sectoral job training programs f) Number of workers completing sectoral job training programs g) Number of people participating in summer youth employment programs h) Capital Expenditures i. Presence of capital expenditure in project ii. Total projected capital expenditure iii. Type of capital expenditure iv. Written justification v. Labor reporting Household Assistance (2.1-2.8) a) Number of households served Page 157 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 b) Number of people or households receiving eviction prevention services (2.2 & 2.5 only) (Federal guidance may change this requirement in July 2022) c) Number of affordable housing units preserved or developed (2.2 & 2.5 only) (Federal guidance may change this requirement in July 2022) Healthy Childhood Environments (2.11-2.13) a) Number of children served by childcare and early learning (Federal guidance may change this requirement in July 2022) b) Number of families served by home visiting (Federal guidance may change this requirement in July 2022) Education Assistance (2.14, 2.24-2.27) a) National Center for Education Statistics ("NCES") School ID or NCES District ID b) Number of students participating in evidence -based programs (Federal guidance may change this requirement in July 2022) Housing Support (2.15, 2.16, 2.18) a) Number of people or households receiving eviction prevention services (Federal guidance may change this requirement in July 2022) b) Number of affordable housing units preserved or developed (Federal guidance may change this requirement in July 2022) Small Business Economic Assistance (2.29-2.33) a) Number of small businesses served Assistance to Non -Profits (2.34) a) Number of non -profits served Aid to Travel, Tourism, and Hospitality or Other Impacted Industries (2.35-2.36) a) Sector of employer b) Purpose of funds c) If other than travel, tourism and hospitality (2.36) — description of hardship EC 3 — Public Health — Negative Economic Impact: Public Sector Capacity Payroll for Public Health and Safety Employees (EC 3.1) a) Number of government FTEs responding to COVID-19 Rehiring Public Sector Staff (EC 3.2) a) Number of FTEs rehired by governments EC 4 — Premium Pay All Premium Pay Projects a) List of sectors designated as critical by the chief executive of the jurisdiction, if beyond those listed in the final rule b) Numbers of workers served c) Employer sector for all subawards to third -parry employers d) Written narrative justification of how premium pay is responsive to essential work during the public health emergency for non-exempt workers or those making over 150 percent of the state/county's average annual wage Page 158 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 e) Number of workers to be served with premium pay in K-12 schools EC 5 — Infrastructure Projects All Infrastructure Projects a) Projected/actual construction start date (month/year) b) Projected/actual initiation of operations date (month/year) c) Location (for broadband, geospatial data of locations to be served) d) Projects over $10 million i. Prevailing wage certification or detailed project employment and local impact report ii. Project labor agreement certification or project workforce continuity plan iii. Prioritization of local hires iv. Community benefit agreement description, if applicable Water and sewer projects (EC 5.1-5.18) a) National Pollutant Discharge Elimination System (NPDES) Permit Number (if applicable; for projects aligned with the Clean Water State Revolving Fund) b) Public Water System (PWS) ID number (if applicable; for projects aligned with the Drinking Water State Revolving Fund) c) Median Household Income of service area d) Lowest Quintile Income of the service area Broadband projects (EC 5.19-5.21) a) Confirm that the project is designed to, upon completion, reliably meet or exceed symmetrical 100 Mbps download and upload speeds. i. If the project is not designed to reliably meet or exceed symmetrical 100 Mbps download and upload speeds, explain why not, and ii. Confirm that the project is designed to, upon completion, meet or exceed 100 Mbps download speed and between at least 20 Mbps and 100 Mbps upload speed, and be scalable to a minimum of 100 Mbps download speed and 100 Mbps upload speed. b) Additional programmatic data will be required for broadband projects and will be defined in a subsequent version of the US Treasury Reporting Guidance, including, but not limited to (Federal guidance may change this requirement in July 2022): i. Number of households (broken out by households on Tribal lands and those not on Tribal lands) that have gained increased access to broadband meeting the minimum speed standards in areas that previously lacked access to service of at least 25 Mbps download and 3 Mbps upload, with the number of households with access to minimum speed standard of reliable 100 Mbps symmetrical upload and download and number of households with access to minimum speed standard of reliable 100 Mbps download and 20 Mbps upload ii. Number of institutions and businesses (broken out by institutions on Tribal lands and those not on Tribal lands) that have projected increased access to broadband meeting the minimum speed standards in areas that previously Page 159 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 lacked access to service of at least 25 Mbps download and 3 Mbps upload, in each of the following categories: business, small business, elementary school, secondary school, higher education institution, library, healthcare facility, and public safety organization, with the number of each type of institution with access to the minimum speed standard of reliable 100 Mbps symmetrical upload and download; and number of each type of institution with access to the minimum speed standard of reliable 100 Mbps download and 20 Mbps upload. iii. Narrative identifying speeds/pricing tiers to be offered, including the speed/pricing of its affordability offering, technology to be deployed, miles of fiber, cost per mile, cost per passing, number of households (broken out by households on Tribal lands and those not on Tribal lands) projected to have increased access to broadband meeting the minimum speed standards in areas that previously lacked access to service of at least 25 Mbps download and 3 Mbps upload, number of households with access to minimum speed standard of reliable 100 Mbps symmetrical upload and download, number of households with access to minimum speed standard of reliable 100 Mbps download and 20 Mbps upload, and number of institutions and businesses (broken out by institutions on Tribal lands and those not on Tribal lands) projected to have increased access to broadband meeting the minimum speed standards in areas that previously lacked access to service of at least 25 Mbps download and 3 Mbps upload, in each of the following categories: business, small business, elementary school, secondary school, higher education institution, library, healthcare facility, and public safety organization. Specify the number of each type of institution with access to the minimum speed standard of reliable 100 Mbps symmetrical upload and download; and the number of each type of institution with access to the minimum speed standard of reliable 100 Mbps download and 20 Mbps upload. All Expenditure Categories a) Program income earned and expended to cover eligible project costs 8.1.2. A Subrecipient shall report the following data elements to Prime Recipient no later than five days after the end of the month following the month in which the Subaward was made. 8.1.2.1. Subrecipient Unique Entity ID; 8.1.2.2. Subrecipient Unique Entity ID if more than one electronic funds transfer (EFT) account; 8.1.2.3. Subrecipient parent's organization Unique Entity ID; 8.1.2.4. Subrecipient's address, including: Street Address, City, State, Country, Zip + 4, and Congressional District; Page 160 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 8.1.2.5. Subrecipient's top 5 most highly compensated Executives if the criteria in §4 above are met; and 8.1.2.6. Subrecipient's Total Compensation of top 5 most highly compensated Executives if the criteria in §4 above met. 8.1.3. To Prime Recipient. A Subrecipient shall report to its Prime Recipient, the following data elements: 8.1.3.1. Subrecipient's Unique Entity ID as registered in SAM. 8.1.3.2. Primary Place of Performance Information, including: Street Address, City, State, Country, Zip code + 4, and Congressional District. 8.1.3.3. Narrative identifying methodology for serving disadvantaged communities. See the "Project Demographic Distribution" section in the "Compliance and Reporting Guidance, State and Local Fiscal Recovery Funds" report available at www.treasurygov. This requirement is applicable to all projects in Expenditure Categories 1 and 2. 8.1.3.4. Narrative identifying funds allocated towards evidenced -based interventions and the evidence base. See the "Use of Evidence" section in the "Compliance and Reporting Guidance, State and Local Fiscal Recovery Funds" report available at www.treasury.gov. See section 8.1.1 for relevant Expenditure Categories. 8.1.3.5. Narrative describing the structure and objectives of the assistance program and in what manner the aid responds to the public health and negative economic impacts of COVID-19. This requirement is applicable to Expenditure Categories 1 and 2. For aid to travel, tourism, and hospitality or other impacted industries (EC 2.11- 2.12), also provide the sector of employer, purpose of funds, and if not travel, tourism and hospitality a description of the pandemic impact on the industry. 8.1.3.6. Narrative identifying the sector served and designated as critical to the health and well-being of residents by the chief executive of the jurisdiction and the number of workers expected to be served. For groups of workers (e.g., an operating unit, a classification of worker, etc.) or, to the extent applicable, individual workers, other than those where the eligible worker receiving premium pay is earning (with the premium pay included) below 150 percent of their residing state or county's average annual wage for all occupations, as defined by the Bureau of Labor Statistics Occupational Employment and Wage Statistics, whichever is higher, OR the eligible worker receiving premium pay is not exempt from the Fair Labor Standards Act overtime provisions, include justification of how the premium pay or grant is responsive to workers performing essential work during the public health emergency. This could include a description of the essential workers' duties, health or financial risks faced due to COVID-19 but should not include personally identifiable information. This requirement applies to EC 4.1, and 4.2. 8.1.3.7. For infrastructure projects (EC 5), or capital expenditures in any expenditure category, narrative identifying the projected construction start date (month/year), projected initiation of operations date (month/year), and location (for broadband, geospatial location data). For projects over $10 million: 8.1.3.8. Certification that all laborers and mechanics employed by Contractors and Subcontractors in the performance of such project are paid wages at rates not less Page 161 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 than those prevailing, as determined by the U.S. Secretary of Labor in accordance with subchapter IV of chapter 31 of title 40, United States Code (commonly known as the "Davis -Bacon Act"), for the corresponding classes of laborers and mechanics employed on projects of a character similar to the Agreement work in the civil subdivision of the State (or the District of Columbia) in which the work - is to be performed, or by the appropriate State entity pursuant to a corollary State prevailing -wage -in -construction law (commonly known as "baby Davis -Bacon Acts"). If such certification is not provided, a recipient must provide a project employment and local impact report detailing (1) the number of employees of Contractors and sub -contractors working on the project; (2) the number of employees on the project hired directly and hired through a third party; (3) the wages and benefits of workers on the project by classification; and (4) whether those wages are at rates less than those prevailing. Recipients must maintain sufficient records to substantiate this information upon request. 8.1.3.8.1. A Subrecipient may provide a certification that a project includes a project labor agreement, meaning a pre -hire collective bargaining agreement consistent with section 8(f) of the National Labor Relations Act (29 U.S.C. 158(f)). If the recipient does not provide such certification, the recipient must provide a project workforce continuity plan, detailing: (1) how the Subrecipient will ensure the project has ready access to a sufficient supply of appropriately skilled and unskilled labor to ensure high -quality construction throughout the life of the project; (2) how the Subrecipient will minimize risks of labor disputes and disruptions that would jeopardize timeliness and cost- effectiveness of the project; and (3) how the Subrecipient will provide a safe and healthy workplace that avoids delays and costs associated with workplace illnesses, injuries, and fatalities; (4) whether workers on the project will receive wages and benefits that will secure an appropriately skilled workforce in the context of the local or regional labor market; and (5) whether the project has completed a project labor agreement. 8.1.3.8.2. Whether the project prioritizes local hires. 8.1.3.8.3. Whether the project has a Community Benefit Agreement, with a description of any such agreement. 8.1.4. Subrecipient also agrees to comply with any reporting requirements established by the US Treasury, Governor's Office and Office of the State Controller. The State of Colorado may need additional reporting requirements after this agreement is executed. If there are additional reporting requirements, the State will provide notice of such additional reporting requirements via Exhibit Q — SLFRF Reporting Modification Form. Page 162 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 9. PROCUREMENT STANDARDS. 9.1. Procurement Procedures. A Subrecipient shall use its own documented procurement procedures which reflect applicable State, local, and Tribal laws and applicable regulations, provided that the procurements conform to applicable Federal law and the standards identified in the Uniform Guidance, including without limitation, 2 CFR 200.318 through 200.327 thereof. 9.2. Domestic preference for procurements (2 CFR 200.322). As appropriate and to the extent consistent with law, the non -Federal entity should, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards including all Agreements and purchase orders for work or products under this award. 9.3. Procurement of Recovered Materials. If a Subrecipient is a State Agency or an agency of a political subdivision of the State, its Contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247, that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. 10. ACCESS TO RECORDS. 10.1. A Subrecipient shall permit Prime Recipient and its auditors to have access to Subrecipient's records and financial statements as necessary for Recipient to meet the requirements of 2 CFR 200.332 (Requirements for pass -through entities), 2 CFR 200.300 (Statutory and national policy requirements) through 2 CFR 200.309 (Period of performance), and Subpart F-Audit Requirements of the Uniform Guidance. 11. SINGLE AUDIT REQUIREMENTS. 11.1. If a Subrecipient expends $750,000 or more in Federal Awards during the Subrecipient's fiscal year, the Subrecipient shall procure or arrange for a single or program -specific audit conducted for that year in accordance with the provisions of Subpart F-Audit Requirements of the Uniform Guidance, issued pursuant to the Single Audit Act Amendments of 1996, (31 U.S.C. 7501-7507). 2 CFR 200.501. Page 163 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 11.1.1. Election. A Subrecipient shall have a single audit conducted in accordance with Uniform Guidance 2 CFR 200.514 (Scope of audit), except when it elects to have a program - specific audit conducted in accordance with 2 CFR 200.507 (Program -specific audits). The Subrecipient may elect to have a program -specific audit if Subrecipient expends Federal Awards under only one Federal program (excluding research and development) and the Federal program's statutes, regulations, or the terms and conditions of the Federal award do not require a financial statement audit of Prime Recipient. A program -specific audit may not be elected for research and development unless all of the Federal Awards expended were received from Recipient and Recipient approves in advance a program - specific audit. 11.1.2. Exemption. If a Subrecipient expends less than $750,000 in Federal Awards during its fiscal year, the Subrecipient shall be exempt from Federal audit requirements for that year, except as noted in 2 CFR 200.503 (Relation to other audit requirements), but records shall be available for review or audit by appropriate officials of the Federal agency, the State, and the Government Accountability Office. 11.1.3. Subrecipient Compliance Responsibility. A Subrecipient shall procure or otherwise arrange for the audit required by Subpart F of the Uniform Guidance and ensure it is properly performed and submitted when due in accordance with the Uniform Guidance. Subrecipient shall prepare appropriate financial statements, including the schedule of expenditures of Federal awards in accordance with 2 CFR 200.510 (Financial statements) and provide the auditor with access to personnel, accounts, books, records, supporting documentation, and other information as needed for the auditor to perform the audit required by Uniform Guidance Subpart F-Audit Requirements. 12. GRANT PROVISIONS FOR SUBRECIPIENT AGREEMENTS. 12.1. In addition to other provisions required by the Federal Awarding Agency or the Prime Recipient, Grantees that are Subrecipients shall comply with the following provisions. Subrecipients shall include all of the following applicable provisions in all Subcontractors entered into by it pursuant to this Grant. 12.1. L [Applicable to federally assisted construction Agreements.] Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all Agreements that meet the definition of "federally assisted construction Agreement" in 41 CFR Part 60-1.3 shall include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 CFR part 60, Office of Federal Agreement Compliance Programs, Equal Employment Opportunity, Department of Labor. 12.1.2. [Applicable to on -site employees working on government -funded construction, alteration and repair projects.] Davis -Bacon Act. Davis -Bacon Act, as amended (40 U.S.C. 3141- 3148). Page 164 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 12.1.3. Rights to Inventions Made Under a grant or agreement. If the Federal Award meets the definition of "funding agreement" under 37 CFR 401.2 (a) and the Prime Recipient or Subrecipient wishes to enter into an Agreement with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the Prime Recipient or Subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Agreements and Cooperative Agreements," and any implementing regulations issued by the Federal Awarding Agency. 12.1.4. Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended. Agreements and subgrants of amounts in excess of $150,000 must contain a provision that requires the non -Federal awardees to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal Awarding Agency and the Regional Office of the Environmental Protection Agency (EPA). 12.1.5. Debarment and Suspension (Executive Orders 12549 and 12689). A Agreement award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in SAM, in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. 12.1.6. Byrd Anti -Lobbying Amendment (31 U.S.C. 1352). Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal Agreement, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non -Federal award. 12.1.7. Never Contract with the Enemy (2 CFR 200.215). Federal awarding agencies and recipients are subject to the regulations implementing "Never Contract with the Enemy" in 2 CFR part 183. The regulations in 2 CFR part 183 affect covered Agreements, grants and cooperative agreements that are expected to exceed $50,000 within the period of performance, are performed outside the United States and its territories, and are in support of a contingency operation in which members of the Armed Forces are actively engaged in hostilities. 12.1.8. Prohibition on certain telecommunications and video surveillance services or equipment (2 CFR 200.216). Grantee is prohibited from obligating or expending loan or grant funds on certain telecommunications and video surveillance services or equipment pursuant to 2 CFR 200.216. Page 165 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 12.1.9. Title VI of the Civil Rights Act. The Subgrantee, Contractor, Subcontractor, transferee, and assignee shall comply with Title VI of the Civil Rights Act of 1964, which prohibits recipients of federal financial assistance from excluding from a program or activity, denying benefits of, or otherwise discriminating against a person on the basis of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of Treasury's Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of this Agreement (or agreement). Title VI also includes protection to persons with "Limited English Proficiency" in any program or activity receiving federal financial assistance, 42 U.S. C. § 2000d et seq., as implemented by the Department of the Treasury's Title VI regulations, 31 CRF Part 22, and herein incorporated by reference and made part of this Agreement or agreement. 13. CERTIFICATIONS. 13.1. Subrecipient Certification. Subrecipient shall sign a "State of Colorado Agreement with Recipient of Federal Recovery Funds" Certification Form in Exhibit E and submit to State Agency with signed grant agreement. 13.2. Unless prohibited by Federal statutes or regulations, Prime Recipient may require Subrecipient to submit certifications and representations required by Federal statutes or regulations on an annual basis. 2 CFR 200.208. Submission may be required more frequently if Subrecipient fails to meet a requirement of the Federal award. Subrecipient shall certify in writing to the State at the end of the Award that the project or activity was completed or the level of effort was expended. 2 CFR 200.201(3). If the required level of activity or effort was not carried out, the amount of the Award must be adjusted. 14. EXEMPTIONS. 14.1. These Federal Provisions do not apply to an individual who receives an Award as a natural person, unrelated to any business or non-profit organization he or she may own or operate in his or her name. 14.2. A Grantee with gross income from all sources of less than $300,000 in the previous tax year is exempt from the requirements to report Subawards and the Total Compensation of its most highly compensated Executives. 15. EVENT OF DEFAULT AND TERMINATION. 15.1. Failure to comply with these Federal Provisions shall constitute an event of default under the Grant and the State of Colorado may terminate the Grant upon 30 days prior written notice if the default remains uncured five calendar days following the termination of the 30-day notice period. This remedy will be in addition to any other remedy available to the State of Colorado under the Grant, at law or in equity. 15.2. Termination (2 CFR 200.340). The Federal Award may be terminated in whole or in part as follows: 15.2.1. By the Federal Awarding Agency or Pass -through Entity, if a Non -Federal Entity fails to comply with the terms and conditions of a Federal Award; 15.2.2. By the Federal awarding agency or Pass -through Entity, to the greatest extent authorized by law, if an award no longer effectuates the program goals or agency priorities; Page 166 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 15.2.3. By the Federal awarding agency or Pass -through Entity with the consent of the Non - Federal Entity, in which case the two parties must agree upon the termination conditions, including the effective date and, in the case of partial termination, the portion to be terminated; 15.2.4. By the Non -Federal Entity upon sending to the Federal Awarding Agency or Pass - through Entity written notification setting forth the reasons for such termination, the effective date, and, in the case of partial termination, the portion to be terminated. However, if the Federal Awarding Agency or Pass -through Entity determines in the case of partial termination that the reduced or modified portion of the Federal Award or Subaward will not accomplish the purposes for which the Federal Award was made, the Federal Awarding Agency or Pass -through Entity may terminate the Federal Award in its entirety; or 15.2.5. By the Federal Awarding Agency or Pass -through Entity pursuant to termination provisions included in the Federal Award. Page 167 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 EXHIBIT O AGREEMENT WITH SUBSUBRECIPIENT OF FEDERAL RECOVERY FUNDS Section 602(b) of the Social Security Act (the Act), as added by section 9901 of the American Rescue Plan Act (ARPA), Pub. L. No. 117-2 (March 11, 2021), authorizes the Department of the Treasury (Treasury) to make payments to certain Subrecipients from the Coronavirus State Fiscal Recovery Fund. The State of Colorado has signed and certified a separate agreement with Treasury as a condition of receiving such payments from the Treasury. This agreement is between your organization and the State and your organization is signing and certifying the same terms and conditions included in the State's separate agreement with Treasury. Your organization is referred to as a Subrecipient. As a condition of your organization receiving federal recovery funds from the State, the authorized representative below hereby (i) certifies that your organization will carry out the activities listed in section 602(c) of the Act and (ii) agrees to the terms attached hereto. Your organization also agrees to use the federal recovery funds as specified in bills passed by the General Assembly and signed by the Governor. Under penalty of perjury, the undersigned official certifies that the authorized representative has read and understood the organization's obligations in the Assurances of Compliance and Civil Rights Requirements, that any information submitted in conjunction with this assurances document is accurate and complete, and that the organization is in compliance with the nondiscrimination requirements. Subrecipient Name Authorized Representative: Title: Signature: Page 168 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 AGREEMENT WITH SUBRECIPIENT OF FEDERAL RECOVERY FUNDS TERMS AND CONDITIONS 1. Use of Funds. a. Subrecipient understands and agrees that the funds disbursed under this award may only be used in compliance with section 602(c) of the Social Security Act (the Act) and Treasury's regulations implementing that section and guidance. b. Subrecipient will determine prior to engaging in any project using this assistance that it has the institutional, managerial, and financial capability to ensure proper planning, management, and completion of such project. 2. Period of Performance. The period of performance for this award begins on the date hereof and ends on December 31, 2026. As set forth in Treasury's implementing regulations, Subrecipient may use award funds to cover eligible costs incurred during the period that begins on March 3, 2021, and ends on December 31, 2024. 3. Reporting. Subrecipient agrees to comply with any reporting obligations established by Treasury as they relate to this award. Subrecipient also agrees to comply with any reporting requirements established by the Governor's Office and Office of the State Controller. 4. Maintenance of and Access to Records a. Subrecipient shall maintain records and financial documents sufficient to evidence compliance with section 602(c), Treasury's regulations implementing that section, and guidance issued by Treasury regarding the foregoing. b. The Treasury Office of Inspector General and the Government Accountability Office, or their authorized representatives, shall have the right of access to records (electronic and otherwise) of Subrecipient in order to conduct audits or other investigations. c. Records shall be maintained by Subrecipient for a period of five (5) years after all funds have been expended or returned to Treasury, whichever is later. 5. Pre -award Costs. Pre -award costs, as defined in 2 C.F.R. § 200.458, may not be paid with funding from this award. 6. Administrative Costs. Subrecipient may use funds provided under this award to cover both direct and indirect costs. Subrecipient shall follow guidance on administrative costs issued by the Governor's Office and Office of the State Controller. 7. Cost Sharing. Cost sharing or matching funds are not required to be provided by Subrecipient. 8. Conflicts of Interest. The State of Colorado understands and agrees it must maintain a conflict of interest policy consistent with 2 C.F.R. § 200.318(c) and that such conflict of interest policy Page 169 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 is applicable to each activity funded under this award. Subrecipient and Contractors must disclose in writing to the Office of the State Controller or the pass -through entity, as appropriate, any potential conflict of interest affecting the awarded funds in accordance with 2 C.F.R. § 200.112. The Office of the State Controller shall disclose such conflict to Treasury. 9. Compliance with Applicable Law and Regulations. a. Subrecipient agrees to comply with the requirements of section 602 of the Act, regulations adopted by Treasury pursuant to section 602(f) of the Act, and guidance issued by Treasury regarding the foregoing. Subrecipient also agrees to comply with all other applicable federal statutes, regulations, and executive orders, and Subrecipient shall provide for such compliance by other parties in any agreements it enters into with other parties relating to this award. b. Federal regulations applicable to this award include, without limitation, the following: i. Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards, 2 C.F.R. Part 200, other than such provisions as Treasury may determine are inapplicable to this Award and subject to such exceptions as may be otherwise provided by Treasury. Subpart F — Audit Requirements of the Uniform Guidance, implementing the Single Audit Act, shall apply to this award. ii. Universal Identifier and System for Award Management (SAM), 2 C.F.R. Part 25, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 25 is hereby incorporated by reference. iii. Reporting Subaward and Executive Compensation Information, 2 C.F.R. Part 170, pursuant to which the award term set forth in Appendix A to 2 C.F.R. Part 170 is hereby incorporated by reference. iv. OMB Guidelines to Agencies on Government wide Debarment and Suspension (Nonprocurement), 2 C.F.R. Part 180, including the requirement to include a term or condition in all lower tier covered transactions (Agreements and Subcontractors described in 2 C.F.R. Part 180, subpart B) that the award is subject to 2 C.F.R. Part 180 and Treasury's implementing regulation at 31 C.F.R. Part 19. V. Subrecipient Integrity and Performance Matters, pursuant to which the award term set forth in 2 C.F.R. Part 200, Appendix XII to Part 200 is hereby incorporated by reference. vi. Government wide Requirements for Drug -Free Workplace, 31 C.F.R. Part 20. vii. New Restrictions on Lobbying, 31 C.F.R. Part 21. viii. Uniform Relocation Assistance and Real Property Acquisitions Act of 1970 (42 U.S.C. §§ 4601-4655) and implementing regulations. Page 170 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 ix. Generally applicable federal environmental laws and regulations. c. Statutes and regulations prohibiting discrimination applicable to this award include, without limitation, the following: i. Title VI of the Civil Rights Act of 1964 (42 U.S.C. §§ 2000d et seq.) and Treasury's implementing regulations at 31 C.F.R. Part 22, which prohibit discrimination on the basis of race, color, or national origin under programs or activities receiving federal financial assistance; ii. The Fair Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§ 3601 et seq.), which prohibits discrimination in housing on the basis of race, color, religion, national origin, sex, familial status, or disability; M. Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of disability under any program or activity receiving federal financial assistance; iv. The Age Discrimination Act of 1975, as amended (42 U.S.C. §§ 6101 et seq.), and Treasury's implementing regulations at 31 C.F.R. Part 23, which prohibit discrimination on the basis of age in programs or activities receiving federal financial assistance; and V. Title II of the Americans with Disabilities Act of 1990, as amended (42 U.S.C. §§ 12101 et seq.), which prohibits discrimination on the basis of disability under programs, activities, and services provided or made available by state and local governments or instrumentalities or agencies thereto. 10. Remedial Actions. In the event of Subrecipient's noncompliance with section 602 of the Act, other applicable laws, Treasury's implementing regulations, guidance, or any reporting or other program requirements, Treasury may impose additional conditions on the receipt of a subsequent tranche of future award funds, if any, or take other available remedies as set forth in 2 C.F.R. § 200.339. In the case of a violation of section 602(c) of the Act regarding the use of funds, previous payments shall be subject to recoupment as provided in section 602(e) of the Act and any additional payments may be subject to withholding as provided in sections 602(b)(6)(A)(ii)(III) of the Act, as applicable. 11. Hatch Act. Subrecipient agrees to comply, as applicable, with requirements of the Hatch Act (5 U.S.C.§§ 1501-1508 and 7324-7328), which limit certain political activities of State or local government employees whose principal employment is in connection with an activity financed in whole or in part by this federal assistance. 12. False Statements. Subrecipient understands that making false statements or claims in connection with this award is a violation of federal law and may result in criminal, civil, or administrative sanctions, including fines, imprisonment, civil damages and penalties, debarment from participating in federal awards or Agreements, and/or any other remedy available by law. Page 171 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 13. Publications. Any publications produced with funds from this award must display the following language: "This project [is being] [was] supported, in whole or in part, by federal award number SLFRF0126 awarded to the State of Colorado by the U.S. Department of the Treasury." 14. Debts Owed the Federal Government. a. Any funds paid to the Subrecipient (1) in excess of the amount to which the Subrecipient is finally determined to be authorized to retain under the terms of this award; (2) that are determined by the Treasury Office of Inspector General to have been misused; or (3) that are determined by Treasury to be subject to a repayment obligation pursuant to sections 602(e) and 603 (b)(2)(D) of the Act and have not been repaid by the Subrecipient shall constitute a debt to the federal government. b. Any debts determined to be owed to the federal government must be paid promptly by Subrecipient. A debt is delinquent if it has not been paid by the date specified in Treasury's initial written demand for payment, unless other satisfactory arrangements have been made or if the Subrecipient knowingly or improperly retains funds that are a debt as defined in paragraph 14(a). Treasury will take any actions available to it to collect such a debt. 15. Disclaimer. a. The United States expressly disclaims any and all responsibility or liability to Subrecipient or third persons for the actions of Subrecipient or third persons resulting in death, bodily injury, property damages, or any other losses resulting in any way from the performance of this award or any other losses resulting in any way from the performance of this award or any Agreement, or Subcontractor under this award. b. The acceptance of this award by Subrecipient does not in any way establish an agency relationship between the United States and Subrecipient. 16. Protections for Whistleblowers. a. In accordance with 41 U.S.C. § 4712, Subrecipient may not discharge, demote, or otherwise discriminate against an employee in reprisal for disclosing to any of the list of persons or entities provided below, information that the employee reasonably believes is evidence of gross mismanagement of a federal Agreement or grant, a gross waste of federal funds, an abuse of authority relating to a federal Agreement or grant, a substantial and specific danger to public health or safety, or a violation of law, rule, or regulation related to a federal Agreement (including the competition for or negotiation of an Agreement) or grant. b. The list of persons and entities referenced in the paragraph above includes the following: i. A member of Congress or a representative of a committee of Congress; ii. An Inspector General; Page 172 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 iii. The Government Accountability Office; iv. A Treasury employee responsible for Agreement or grant oversight or management; V. An authorized official of the Department of Justice or other law enforcement agency; vi. A court or grand jury; or vii. A management official or other employee of Subrecipient, Contractor, or Subcontractor who has the responsibility to investigate, discover, or address misconduct. e. Subrecipient shall inform its employees in writing of the rights and remedies provided under this section, in the predominant native language of the workforce. 17. Increasing Seat Belt Use in the United States. Pursuant to Executive Order 13043, 62 FR 19217 (Apr. 18, 1997), Subrecipient should encourage its Contractors to adopt and enforce on-the-job seat belt policies and programs for their employees when operating company - owned, rented or personally owned vehicles. Reducing Text Messaging While Driving. Pursuant to Executive Order 13513, 74 FR 51225 (Oct. 6, 2009), Subrecipient should encourage its employees, Subrecipients, and Contractors to adopt and enforce policies that ban text messaging while driving, and Subrecipient should establish workplace safety policies to decrease accidents caused by distracted drivers. Page 173 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 ASSURANCES OF COMPLIANCE WITH CIVIL RIGHTS REQUIREMENTS ASSURANCES OF COMPLIANCE WITH TITLE VI OF THE CIVIL RIGHTS ACT OF 1964 As a condition of receipt of federal financial assistance from the Department of the Treasury, the Subrecipient provides the assurances stated herein. The federal financial assistance may include federal grants, loans and Agreements to provide assistance to the Subrecipient's beneficiaries, the use or rent of Federal land or property at below market value, Federal training, a loan of Federal personnel, subsidies, and other arrangements with the intention of providing assistance. Federal financial assistance does not encompass Agreements of guarantee or insurance, regulated programs, licenses, procurement Agreements by the Federal government at market value, or programs that provide direct benefits. The assurances apply to all federal financial assistance from or funds made available through the Department of the Treasury, including any assistance that the Subrecipient may request in the future. The Civil Rights Restoration Act of 1987 provides that the provisions of the assurances apply to all of the operations of the Subrecipient's program(s) and activity(ies), so long as any portion of the Subrecipient's program(s) or activity(ies) is federally assisted in the manner prescribed above. I. Subrecipient ensures its current and future compliance with Title VI of the Civil Rights Act of 1964, as amended, which prohibits exclusion from participation, denial of the benefits of, or subjection to discrimination under programs and activities receiving federal financial assistance, of any person in the United States on the ground of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury Title VI regulations at 31 CFR Part 22 and other pertinent executive orders such as Executive Order 13166, directives, circulars, policies, memoranda, and/or guidance documents. 2. Subrecipient acknowledges that Executive Order 13166, "Improving Access to Services for Persons with Limited English Proficiency," seeks to improve access to federally assisted programs and activities for individuals who, because of national origin, have Limited English proficiency (LEP). Subrecipient understands that denying a person access to its programs, services, and activities because of LEP is a form of national origin discrimination prohibited under Title VI of the Civil Rights Act of 1964 and the Department of the Treasury's implementing regulations. Accordingly, Subrecipient shall initiate reasonable steps, or comply with the Department of the Treasury's directives, to ensure that LEP persons have meaningful access to its programs, services, and activities. Subrecipient understands and agrees that meaningful access may entail providing language assistance services, including oral interpretation and written translation where necessary, to ensure effective communication in the Subrecipient's programs, services, and activities. 3. Subrecipient agrees to consider the need for language services for LEP persons when Subrecipient develops applicable budgets and conducts programs, services, and activities. As a resource, the Department of the Treasury has published its LEP guidance at 70 FR 6067. For more information on taking reasonable steps to provide meaningful access for LEP persons, please visit http://www.lep.gov. Page 174 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 4. Subrecipient acknowledges and agrees that compliance with the assurances constitutes a condition of continued receipt of federal financial assistance and is binding upon Subrecipient and Subrecipient's successors, transferees, and assignees for the period in which such assistance is provided. 5. Subrecipient acknowledges and agrees that it must require any sub -grantees, contractors, subcontractors, successors, transferees, and assignees to comply with assurances 1-4 above, and agrees to incorporate the following language in every Agreement or agreement subject to Title VI and its regulations between the Subrecipient and the Subrecipient's sub -grantees, Contractors, Subcontractors, successors, transferees, and assignees: The sub -grantee, Contractor, Subcontractor, successor, transferee, and assignee shall comply with Title VI of the Civil Rights Act of 1964, which prohibits Subrecipients of federal financial assistance from excluding from a program or activity, denying benefits of, or otherwise discriminating against a person on the basis of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the Department of the Treasury's Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made apart of this Agreement (or agreement). Title VI also includes protection to persons with `Limited English Proficiency " in any program or activity receiving federal financial assistance, 42 U.S.C. § 2000d et seq., as implemented by the Department of the Treasurys Title VI regulations, 31 CFR Part 22, and herein incorporated by reference and made apart of this Agreement or agreement. 6. Subrecipient understands and agrees that if any real property or structure is provided or improved with the aid of federal financial assistance by the Department of the Treasury, this assurance obligates the Subrecipient, or in the case of a subsequent transfer, the transferee, for the period during which the real property or structure is used for a purpose for which the federal financial assistance is extended or for another purpose involving the provision of similar services or benefits. If any personal property is provided, this assurance obligates the Subrecipient for the period during which it retains ownership or possession of the property. 7. Subrecipient shall cooperate in any enforcement or compliance review activities by the Department of the Treasury of the aforementioned obligations. Enforcement may include investigation, arbitration, mediation, litigation, and monitoring of any settlement agreements that may result from these actions. The Subrecipient shall comply with information requests, on -site compliance reviews and reporting requirements. 8. Subrecipient shall maintain a complaint log and inform the Department of the Treasury of any complaints of discrimination on the grounds of race, color, or national origin, and limited English proficiency covered by Title VI of the Civil Rights Act of 1964 and implementing regulations and provide, upon request, a list of all such reviews or proceedings based on the complaint, pending or completed, including outcome. Subrecipient also must inform the Department of the Treasury if Subrecipient has received no complaints under Title VI. 9. Subrecipient must provide documentation of an administrative agency's or court's findings of non-compliance of Title VI and efforts to address the non-compliance, including any voluntary compliance or other agreements between the Subrecipient and the administrative agency that made the finding. If the Subrecipient settles a case or matter alleging such discrimination, the Subrecipient must provide documentation of the settlement. If Subrecipient has not been the subject of any court or administrative agency finding of Page 175 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 discrimination, please so state. 10. If the Subrecipient makes sub -awards to other agencies or other entities, the Subrecipient is responsible for ensuring that sub-Subrecipients also comply with Title VI and other applicable authorities covered in this document State agencies that make sub -awards must have in place standard grant assurances and review procedures to demonstrate that that they are effectively monitoring the civil rights compliance of sub- Subrecipients. The United States of America has the right to seek judicial enforcement of the terms of this assurances document and nothing in this document alters or limits the federal enforcement measures that the United States may take in order to address violations of this document or applicable federal law. Page 176 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 EXHIBIT P SLFRF SUBRECIPIENT QUARTERLY REPORT 1. SLFRF SUBRECIPIENT QUARTERLY REPORT WORKBOOK 1.1 The SLFRF Subrecipient Quarterly Report Workbook must be submitted to the State Agency within ten (10) days following each quarter ended September, December, March and June. The SLFRF Subrecipient Quarterly Report Workbook can be foundat: https://ose.colorado.gov/american-rescue-plan-act (see SLFRF Grant Agreement Templates tab) Exhibit P - Page 1 of 1 Page 177 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 EXHIBIT Q SAMPLE SLFRF REPORTING MODIFICATION FORM Local Agency: Agreement No: Project Title: Project No: Project Duration: To: From: State Agency: CDOT This form serves as notification that there has been a change to the reporting requirements set forth in theoriginal SURF Grant Agreement. The following reporting requirements have been (add/ remove additional rows as necessary): By signing this form, the Local Agency agrees to and acknowledges the changes to the reporting requirements set forth in the original SURF Grant Agreement. All other terms and conditions of the original SURF Grant Agreement, with any approved modifications, remain in full force and effect. Grantee shall submit this form tothe State Agency within 10 business days of the date sent by that Agency. Local Agency Date CDOT Program Manager Date Page 178 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 FEDERAL AWARD(S) APPLICABLE TO THIS GRANT AWARD Federal Awarding Office US Department of the Treasury Grant Program Coronavirus State and Local Fiscal Recovery Funds Assistance Listing Number 21.027 Federal Award Number SLFRP0126 Federal Award Date * May 18, 2021 Federal Award End Date December 31, 2024 Federal Statutory Authority Title VI of the Social Security Act, Section 602 Total Amount of Federal Award (this is not the amount of this grant agreement) $3,828,761,790 * Funds may not be available through the Federal Award End Date subject to the provisions in §2 and §5 below. Page 179 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 EXHIBIT S PII Certification STATE OF COLORADO LOCAL AGENCY CERTIFICATION FOR ACCESS TO PII THROUGH A DATABASE OR AUTOMATED NETWORK Pursuant to § 24-74-105, C.R.S., I, Lori Pinz on behalf of City of Pueblo (legal name of Local Agency) (the "Local Agency"), hereby certify under the penalty of perjury that the Local Agency has not and will not use or disclose any Personal Identifying Information, as defined by § 24-74-102(1), C.R.S., for the purpose of investigating for, participating in, cooperating with, or assisting Federal Immigration Enforcement, including the enforcement of civil immigration laws, and the Illegal Immigration and Immigrant Responsibility Act, which is codified at 8 U.S.C. §§ 1325 and 1326, unless required to do so to comply with Federal or State law, or to comply with a court -issued subpoena, warrant or order. I hereby represent and certify that I have full legal authority to execute this certification on behalf of the Local Agency. DocuSigned by: Eb� P('" Signature. 08AAA90CD1C446A . Printed Name: Lori Pinz Title: IT nirartnr Date: 9/25/2024 Page 180 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 Checklist for required exhibits due to funding sources. Required Exhibits are dependent on the source of funding. This is a guide to assist in the incorporation and completion of Exhibits in relation to funding sources. Exhibit Funding only from Funding only from FHWA and ARPA Funding FHWA ARPA EXHIBIT A, ✓ ✓ ✓ SCOPE OF WORK EXHIBIT B, ✓ ✓ ✓ SAMPLE OPTION LETTER EXHIBIT C, ✓ ✓ ✓ FUNDING PROVISIONS EXHIBIT D, ✓ ✓ ✓ LOCAL AGENCY RESOLUTION (IF APPLICABLE) EXHIBIT E, ✓ ✓ ✓ LOCAL AGENCY AGREEMENT ADMINISTRATION CHECKLIST EXHIBIT F, ✓ ✓ CERTIFICATION FOR FEDERAL -AID AGREEMENTS EXHIBIT G, ✓ ✓ DISADVANTAGED BUSINESS ENTERPRISE EXHIBIT H, ✓ ✓ LOCAL AGENCY PROCEDURESFOR CONSULTANT SERVICES EXHIBIT 1, ✓ ✓ 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 Page 181 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 EXHIBIT N, ✓ ✓ FEDERAL TREASURY PROVISIONS EXHIBIT O, ✓ ✓ 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, ✓ ✓ ✓ PH CERTIFICATAION EXHIBIT T, ✓ ✓ ✓ CHECKLIST OF REQUIRED EXHIBITS DEPENDENT ON FUNDING SOURCE Page 182 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 -1- U.S. Dept. of Labor Davis Bacon Minimum Wages, Colorado Date: January 3, 2025 Highway Construction, General Decision Number - CO20250008 January 3, 2025 Decision Nos. CO20250008 dated January 3, 2025 supersedes Decision Nos. CO20240008 dated January 5, 2024. Modifications ID Mod Number Date Page Numberlsl When work within a project is located in two or more counties and the minimum wages and fringe benefits are different for one or more job classifications, the higher minimum wages and fringe benefits shall apply throughout the project. General Decision No. CO20250008 applies to the following counties: El Paso, Pueblo, and Teller counties. General Decision No. CO20250008 The wage and fringe benefits listed below reflect collectively bargained rates. Code Classification Basic Hourly Rate Fringe Benefits Last Mod ELECTRICIAN: 1199 El Paso, Teller 38.20 18.10 1200 Pueblo 33.55 15.71 POWER EQUIPMENT OPERATOR: Drill Rig Caisson 1201 Smaller than Watson 2500 and similar 35.20 15.20 1202 Watson 2500 similar or larger 35.41 15.20 Crane 1203 50 tons and under 35.78 15.20 1204 51 - 90 tons 35.41 15.20 1205 91 - 140 tons 37.34 15.20 General Decision No. CO20250008 The wage and fringe benefits listed below do not reflect collectively bargained rates. CARPENTER: 1206 Excludes Form Work 24.15 6.25 Form Work Only 1207 El Paso, Teller 19.06 5.84 1208 Pueblo 19.00 5.88 CEMENT MASON/CONCRETE FINISHER: 1209 El Paso, Teller 17.36 3.00 1210 Pueblo 17.74 3.00 Page 183 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 -2- U.S. Dept. of Labor Davis Bacon Minimum Wages, Colorado Highway Construction, General Decision Number - CO20250008 Date: January 3, 2025 General Decision No. CO20250008 The wage and fringe benefits listed below do not reflect collectively bargained rates. Code Classification Basic Hourly Rate Fringe Benefits Last Mod 1211 FENCE ERECTOR 13.02 3.20 1212 GUARDRAIL INSTALLER 12.89 3.20 HIGHWAY/PARKING LOT STRIPING: 1213 Painter 12.62 3.21 IRONWORKER: Reinforcing (Excludes Guardrail Installation) 1214 El Paso, Teller 20.49 1.65 1215 Pueblo 16.69 5.45 1216 Structural (Excludes Guardrail Installation) 18.22 6.01 LABORER: 1217 Asphalt Raker 17.54 3.16 1218 Asphalt Shoveler 21.21 4.25 1219 Asphalt Spreader 18.58 4.65 Common or General 1220 El Paso 17.05 3.69 1221 Pueblo 16.29 4.25 1222 Teller 16.88 3.61 1223 Concrete Saw (Hand Held) 16.29 6.14 1224 Landscape and Irrigation 12.26 3.16 1225 Mason Tender - Cement/Concrete 16.29 4.25 1226 Pipelayer 18.72 3.24 1227 Traffic Control (Flagger) 9.55 3.05 1228 Traffic Control (Sets Up/Moves Barrels, Cones, Installs signs, Arrow Boards and Place Stationary Flags), (Excludes Flaggers) 12.43 3.22 1229 PAINTER (Spray Only) 16.99 2.87 Page 184 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 -3- U.S. Dept. of Labor Davis Bacon Minimum Wages, Colorado Highway Construction, General Decision Number - CO20250008 Date: January 3, 2025 General Decision No. CO20250008 The wage and fringe benefits listed below do not reflect collectively bargained rates. Code Classification Rate Basic Hourly Fringe Benefits Last Mod POWER EQUIPMENT OPERATOR: 1230 Asphalt Laydown 22.67 8.72 1231 Asphalt Paver 21.50 3.50 Asphalt Roller 1232 El Paso 24.42 6.96 1233 Pueblo 23.67 9.22 1813 Teller 24.42 6.96 1234 Asphalt Spreader 22.67 8.72 Backhoe/Trackhoe 1235 El Paso 23.31 5.61 1236 Pueblo 21.82 8.22 1237 Teller 23.32 5.50 1238 Bobcat/Skid Loader 15.37 4.28 1239 Boom 22.67 8.72 Broom/Sweeper 1240 El Paso, Teller 23.43 8.04 1241 Pueblo 23.47 9.22 Bulldozer 1242 El Paso 26.56 7.40 1243 Pueblo, Teller 26.11 6.92 1244 Drill 17.59 3.45 1245 Forklift 15.91 4.68 Grader/Blade 1246 El Paso 22.83 8.72 1247 Pueblo 23.25 6.98 1248 Teller 23.22 8.72 1249 Guardrail/Post Driver 16.07 4.41 Page 185 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 0 U.S. Dept. of Labor Davis Bacon Minimum Wages, Colorado Highway Construction, General Decision Number - CO20250008 Date: January 3, 2025 General Decision No. CO20250008 The wage and fringe benefits listed below do not reflect collectively bargained rates. Code Classification Rate Basic Hourly Fringe Benefits Last Mod POWER EQUIPMENT OPERATOR (con't.): Loader (Front End) 1250 El Paso 23.61 7.79 1251 Pueblo 21.67 8.22 1252 Teller 23.50 7.64 Mechanic 1253 El Paso 22.35 6.36 1254 Pueblo 24.02 8.43 1255 Teller 22.16 6.17 Oiler 1256 El Paso 23.29 7.48 1257 Pueblo 23.13 7.01 1258 Teller 22.68 7.11 Roller/Compactor (Dirt and Grade Compaction) 1259 El Paso 16.70 3.30 1260 Pueblo, Teller 19.43 4.62 1261 Rotomill 16.22 4.41 1262 Scraper 24.28 4.83 Screed 1263 El Paso, Teller 25.22 5.74 1264 Pueblo 23.67 9.22 1265 Tractor 13.13 2.95 Page 186 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 -5- U.S. Dept. of Labor Davis Bacon Minimum Wages, Colorado Highway Construction, General Decision Number - CO20250008 Date: January 3, 2025 General Decision No. CO20250008 The wage and fringe benefits listed below do not reflect collectively bargained rates. Code Classification Rate Basic Hourly Fringe Benefits Last Mod TRUCK DRIVER: Distributor 1266 El Paso, Teller 17.98 3.97 1267 Pueblo 18.35 3.85 Dump Truck 1268 El Paso, Teller 16.85 4.83 1269 Pueblo 16.87 4.79 1270 Lowboy Truck 17.25 5.27 1271 Mechanic 26.69 3.50 1272 Multi -Purpose Specialty & Hoisting Truck 17.27 3.71 1273 Pickup and Pilot Car 13.93 3.68 1274 Semi/Trailer Truck 16.00 2.60 1275 Truck Mounted Attenuator 12.43 3.22 Water Truck 1276 El Paso 17.24 4.15 1277 Pueblo 20.93 4.98 1278 Teller 17.31 4.07 WELDERS - Receive rate prescribed for craft performing operation to which welding is incidental. Unlisted classifications needed for work not included within the scope of the classifications listed may be added after award only as provided in the labor standards contract clauses (29 CFR 5.5(a)(1)(ii)). In the listing above, the "SU" designation means that rates listed under the identifier do not reflect collectively bargained wage and fringe benefit rates. Other designations indicate unions whose rates have been determined to be prevailing. Page 187 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 -6- U.S. Dept. of Labor Davis Bacon Minimum Wages, Colorado Date: January 3, 2025 Highway Construction, General Decision Number - CO20250008 Wage Determination Appeals Process 1) Has there been an initial decision in the matter? This can be: a) a survey underlying a wage determination b) an existing published wage determination c) an initial WHD letter setting forth a position on a wage determination matter d) an initial conformance (additional classification and rate) determination On survey related matters, initial contact, including requests for summaries of surveys, should be directed to the WHD Branch of Wage Surveys. Requests can be submitted via email to: davisbaconinfonae dol.gov, or by mail to: Branch of Wage Surveys Wage and Hour Division U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 Regarding any other wage determination matter such as conformance decisions, requests for initial decisions should be directed to the WHD Branch of Construction Wage Determinations. Requests can be submitted via email to: BCWD-Officegdol.gov, or by mail to: Branch of Construction Wage Determinations Wage and Hour Division U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 2) If an initial decision has been issued, then any interested party (those affected by the action) that disagrees with the decision can request review and reconsideration from the Wage and Hour Administrator (See 29 CFR Part 1.8 and 29 CFR Part 7). Requests for review and reconsideration can be submitted via email to: dba.reconsiderationndol.gov, or by mail to: Wage and Hour Administrator U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 The request should be accompanied by a full statement of the interested parry's position and any information (wage payment data, project description, area practice material, etc.) that the requestor considers relevant to the issue. 3) If the decision of the Administrator is not favorable, an interested party may appeal directly to the Administrative Review Board (formerly the Wage Appeals Board). Write to: Administrative Review Board U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210. End of General Decision No. CO20250008 Page 188 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 Additiarial UnfornnatiIre for Agreemen't Piroposeir's Agireeirneint: to SlFeb4i Funding Il equireirneints System foir Awair 1Mairoageirmernt (SAM,gov) IRegMiratioin Certificate of Good Standing Affirrnadve Actioin IPlain PERA Quesdonnaire linsuiraince Ceirdficate(s) Page 189 of 262 000u»|gnEnvelope ID: a000xoa1+A8ze-4sse-9o1z'pxnoeooCooau Project Description Contract KE STBD Design for 18th Street Drainage Rehabilitation DBE Contract Goal % 0 % SECTION 1, CONSULTANT INFORMAnON lPrime Corisuttant Matrix Design Group, Inc. lConsultant is an ESB Lj Compliance Contact Hame Drew Beck Consultant is, a DBE F1 SECTION 2DBE PARTICIPATION PLAN Fill in All Liru-s- * Tfu.� coasuttant is committing to N/A # of DBE firm�s) not teanied with in the past 2 years (as, of ad date of RFP, fifins voth unsuccessfut bids altowed, each firm must be listed in this s ft.-tion), * The consultant is committing to approxionately N/A % DBE goM based an the, ME S. Tf* Pirini- Consultant shalt submit a Pwofessionat Services, Cornmerciatty Useful Function Questionnaire for every DBE on this contract that provides, work or provides supplies whose participation counts tmqard the DBE contract goal for this cmwtract. A" DRE firms (Subconsultants, Supp,Her/Vendors, Work Descriptor 14EW DRE Teaming OXY f for PrOoc tlPt-cwgram (i.e,, survey, testing) Approodmate % of Participation Yeadm I Yes Vic Yes No Yft No Vendcr No V-dor Yes No No Yes ,if more DBE subs/suppliers vendors, add additional sheet Page 190 of 262 000ua|gnEnvelope ID: a000xna1+A8ze-4sse-9o1z'pxnoeooCoonm SECTION 3. ESB PARTICIPATION PLAN Fit( in All Lines� * The consultauit is committing to N/A # of ESB firm(s) not teamed Ynth in the past 2 years (as of ad date of RFP, finnswith unrAxcessful bids aHovmd, each firm must be listed in this section). * The consuttant is committing to approxirnatety N/A % ES8 goat based on the ITTE S. Work Areas MLY for Project/Program Att ESB firms (Sub —cons ult ants, Suppfiers/Vendors, New ESB Teaming 5pecific RFPISOb Prime if self performing) and Level Partner? Approximate % of (i.e. survey, testing) Participation Vend& Yes No Vendor Yes 1*5 Vend'v 1 Ye NO VendX ye No if more ESE subs/ suppBers/ven(kr s, add additional sheet SECTION 4. DECLARATION OF AFFIDAVIT Bysigning below the Consultant affirms the statements made in this document afre true and cornplete: The Consuitant shail, make good faith efforts to rneet the contract goat fm each task order under the overatt contract. The, COMUttant understands that making good faitlh efforts to achieve the contract goat is a condition of contract awardl, The Consulltant understands that promised participation is a binding obtigation of the contract if awarded. The Consuttant attests that the information above is true and understands that a fraudulent misrepresentation or failure to maUe good faith efforts to me -et the contract commitments, or promised participation may resuft in the withtfrAding of progress payments, reduction of prequatif ication status, referrat of tf* matter to the Office of inspector General of the USDOT andlot other contractual weiredies. Drew Beck of Matrix Design Group, Inc. Executive Officer tlarrk- AND Title) (Consu[tant Company �Wne� (Tracked Signature Accepted) (Date) Page 191 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 BIDDER'S CERTIFICATION FOR DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION Only applicable for projects exceeding $25,000. The Contractor shall comply and facilitate compliance with U.S. DOT regulations, "Non procurement Suspension and Debarment," 2 C.F.R. part 1200, which adopts and supplements the US Office of Management and Budget (U.S. OMB) "Guidelines to Agencies on Governmentwide Debarment and Suspension (Non procurement)," 2 C.F.R. part 180. These provisions apply to each contract at any tier of $25,000 or more, and to each contract at any tier for a federally required audit (irrespective of the contract amount), and to each contract at any tier that must be approved by a Federal and/or State entity official irrespective of the contract amount. As such, the Contractor shall verify that its principals, affiliates, and subcontractors are eligible to participate in this federally funded contract and are not presently declared by any Federal department or agency to be: a. Debarred from participation in any federally assisted Award; b. Suspended from participation in any federally assisted Award; c. Proposed for debarment from participation in any federally assisted Award; d. Declared ineligible to participate in any federally assisted Award; e. Voluntarily excluded from participation in any federally assisted Award; or f. Disqualified from participation in ay federally assisted Award. By signing and submitting its bid or proposal, the bidder or proposer certifies as follows: The certification in this clause is a material representation of fact relied upon by the City. If it is later determined by the City that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to the City the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 2 C.F.R. part 180, subpart C, as supplemented by 2 C.F.R. part 1200, while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. Company. Matrix Desion Group, Inc. Authorized Signature, Name/Title Drew Beck, PE, CFM, PMP - Vice President Date April 16, 2025 Page 192 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 LOBBYING RESTRICTIONS FORM Only applicable for projects exceeding $100,000. The Contractor certifies, to the best of his or her knowledge and belief, that: a. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. b. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. c. The undersigned shall require that the language of this certification be included in the award documents for all sub -awards at all tiers (including subcontracts, sub -grants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Company Matrix Design group, Inc. Date April 16, 2025 Authorized Signature Name/Title Drew Beck, PE, CFM, PMP - Vice President Page 193 of 262 Last undated by Sal Nodiomian oa Oct 09. 2024 at 02:07 PM Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 MATRIXDESIGNGROUP, INC MATRIX DESIGN GROUP, INC LAPPROVED 6By Teresa Burns at 2:18 pees, May 19, �S Unique Entity ID CAGE / NCAGE Purpose of Registration GAJJG2JEJMN9 3A2C1 All Awards Registration Status Expiration Date Active Registration Oct 9, 2025 Physical Address Mailing Address 2435 Research PKWY STE 300 707 17TH STREET, Suite 3150 Colorado Springs, Colorado 80920-1070 Denver, Colorado 80202 United States United States Doing Business as Division Name Division Number (blank) Matrix Design Group, Inc. (blank) Congressional District State / Country of Incorporation URL Colorado 05 Colorado / United States http://www.matrixdesigngroup.com Registration Dates Activation Date Submission Date Initial Registration Date Oct 17, 2024 Oct 9, 2024 Aug 15, 2002 Entity Dates Entity Start Date Fiscal Year End Close Date Sep 3, 1999 Dec 31 Immediate Owner CAGE Legal Business Name (blank) (blank) Highest Level Owner CAGE Legal Business Name (blank) (blank) Executive Compensation Registrants in the System for Award Management (SAM) respond to the Executive Compensation questions in accordance with Section 6202 of P.L. 110-252, amending the Federal Funding Accountability and Transparency Act (P.L. 109-282). This information is not displayed in SAM. It is sent to USAspending.gov for display in association with an eligible award. Maintaining an active registration in SAM demonstrates the registrant responded to the questions. Proceedings Questions Registrants in the System for Award Management (SAM.gov) respond to proceedings questions in accordance with FAR 52.209-7, FAR 52.209-9, or 2. C.F.R. 200 Appendix XII. Their responses are displayed in the responsibility/qualification section of SAM.gov. Maintaining an active registration in SAM.gov demonstrates the registrant responded to the proceedings questions. Active Exclusions Records? No I authorize my entity's non -sensitive information to be displayed in SAM public search results: Yes Business Types Entity Structure Corporate Entity (Not Tax Exempt) Profit Structure For Profit Organization Entity Type Business or Organization Organization Factors (blank) Apr 21, 2025 05:10:16 PM GMT https://aana.gov/entity/GAJJG2JEJMh'9/coreData?status=null Page l of 3 Last undated by Sal Nodiomian oa Oct 09. 2024 al 02:07 PM Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 Socio-Economic Types MATRIXDESIGNGROUP, INC Check the registrant's Reps & Certs, if present, under FAR 52.212-3 or FAR 52.219-1 to determine if the entity is an SBA -certified HUBZone small business concern. Additional small business information may be found in the SBA's Dynamic Small Business Search if the entity completed the SBA supplemental pages during registration. Accepts Credit Card Payments Debt Subject To Offset No No EFT Indicator CAGE Code 0000 3A2C1 Electronic Business 1. Matrix Design GROUP, INC. Celeste Werner, Executive Vice President 2435 Research PARKWAY, Suite 300 Colorado Springs, Colorado 80920 United States Government Business 1. Matrix Design GROUP, INC. Celeste Werner, Executive Vice President 2435 Research PARKWAY, Suite 300 Colorado Springs, Colorado 80920 United States NAICS Codes Primary NAICS Codes NAICS Title Yes 541330 Engineering Services 221310 Water Supply And Irrigation Systems 236220 Commercial And Institutional Building Construction 237990 Other Heavy And Civil Engineering Construction 541320 Landscape Architectural Services 541360 Geophysical Surveying And Mapping Services 541370 Surveying And Mapping (Except Geophysical) Services 541611 Administrative Management And General Management Consulting Services 541620 Environmental Consulting Services 813920 Professional Organizations Product and Service Codes PSC PSC Name C212 Architect And Engineering- General: Engineering Drafting, Not Cad/Cam C213 Architect And Engineering- General: Inspection (Non -Construction) C214 Architect And Engineering- General: Management Engineering C215 Architect And Engineering- General: Production Engineering F109 Environmental Systems Protection- Leaking Underground Storage Tank Support F111 Environmental Systems Protection- Multiple Pollutant Support Yes, this entity appears in the disaster response registry. Page 195 of 262 Apr 21, 2025 05:10:16 PM GMT https: //sana.gov/entity/GAJJG2JEJMh'9/coreData?status=null Page 2 of 3 Last undated by Sal Nodiontian oa Oct 09. 2024 al 02:07 PI I Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 Bonding Levels Dollars (blank) (blank) HATRIXDESIGNGROUP, INC States Any Counties (blank) Metropolitan Statistical Areas (blank) Page 196 of 262 Apr 21, 2025 05:10:16 PM GMT https: //sana.gov/entity/GAJJG2JEJMA'9/coreData?status=null Page 3 of 3 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 For this Record... Summary Details Name MATRIX DESIGN GROUP, INC. Status Good Standing Formation date 0910311999 ID number 19991166730 Form Corporation Periodic report month September Jurisdiction Colorado Principal office street address 2435 Research Parkway, Suite 300, Colorado Springs, CO 80920, US Principal office mailing 2435 Research Parkway, Suite 300, Colorado Springs, CO 80920, US address Filing history and documents Get a certificate of good standing Get certified copies of documents File a form Set up secure business filing Subscribe to email notification Unsubscribe from email notification Subscribe to text notification Unsubscribe from text notification .. Back .. ..� Page 197 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 OFFICE OF THE SECRETARY OF STATE OF THE STATE OF COLORADO CERTIFICATE OF FACT OF GOOD STANDING I, Jena Griswold, as the Secretary of State of the State of Colorado, hereby certify that, according to the records of this office, MATRIX DESIGN GROUP, INC. is a Corporation formed or registered on 09/03/1999 under the law of Colorado, has complied with all applicable requirements of this office, and is in good standing with this office. This entity has been assigned entity identification number 19991166730 . This certificate reflects facts established or disclosed by documents delivered to this office on paper through 05/16/2025 that have been posted, and by documents delivered to this office electronically through 05/19/2025 @ 12:51:28 . I have affixed hereto the Great Seal of the State of Colorado and duly generated, executed, and issued this official certificate at Denver, Colorado on 05/19/2025 @ 12:51:28 in accordance with applicable law. This certificate is assigned Confirmation Number 17314346 Secretary o['State of the State ofC.°oloix ado ***************************End of Notice: A certificate issued electronically from the Colorado Seeretary of State's website is fully and immediatelv valid and effective. However, as an option, the issuance and validity (?fa certificate obtained electronically may be established by visiting the Validate a Certificate page of the Secretary of State's website, https:llii,ww.coloi,adosos.govlbizICertyicateSearchCt-iteria.do entering the certificate's confirmation number displaved on the certificate, and following the instructions displayed. Confirming the issuance of a certificate is merely optional and is not necessary to the valid and effective issuance of a certificate. For more information, visit our website, https:llwww.coloradosos.got, click "Businesses, trademarks, trade names " and select "Frequently Asked Questions. " Page 198 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 AFFIRMATIVE ACTION PLAN Matrix Design Group, Inc. does not discriminate against any employee or applicant or employment because of race, color, religion, sex, national origin, creed or age. Matrix Design Group, Inc. will take affirmative action to ensure applicants are employed and that employees are treated during employment without regard to their race, color, religion, sex, national origin, creed or age. Such action shall include, but not be limited to the following: employment, upgrading, demotion, transer, recruitment or recruitment of advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause. Sincerely, Sig ture Zakary Payne, PE Printed Name Chief Operating Officer Title (must be signed by Managing Member, President, Vice President, or Secretary) 05/30/2025 Date Page 199 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 COLORADO PUBLIC EMPLOYEES RETIREMENT ASSOCIATION SUPPLEMENTAL QUESTIONNAIRE TO BE ANSWERED BY ANY BUSINESS PERFORMING SERVICES FOR THE CITY OF PUEBLO Pursuant to section 24-51-1101(2), C.R.S., salary or other compensation from the employment, engagement, retention or other use of a person receiving retirement benefits (Retiree) through the Colorado Public Employees Retirement Association (PERA) in an individual capacity or of any entity owned or operated by a PERA Retiree or an affiliated party by the City of Pueblo to perform any service as an employee, contract employee, consultant, independent contractor, or through other arrangements, is subject to employer contributions to PERA by the City of Pueblo. Therefore, as a condition of contracting for services with the City of Pueblo, this document must be completed, signed and returned to the City of Pueblo: (a) Are you, or do you employ or engage in any capacity, including an independent contractor, a PERA Retiree who will perform any services for the City of Pueblo? Yes_ No XX (If you answered "no" please proceed to signature section at bottom of this page.) (b) If you answered "yes" to (a) above, please answer the following question: Are you an individual, sole proprietor or partnership, or a business or company owned or operated by a PERA Retiree or an affiliated party? For purposes of responding to this question, an "affiliated party" includes (1) any person who is the named beneficiary or cobeneficiary on the PERA account of the PERA Retiree; (2) any person who is a relative of the PERA Retiree by blood or adoption to and including parents, siblings, half -siblings, children, and grandchildren; (3) any person who is a relative of the PERA Retiree by marriage to and including spouse, spouse's parents, stepparents, stepchildren, stepsiblings, and spouse's siblings; and (4) any person or entity with whom the PERA Retiree has an agreement to share or otherwise profit from the performance of services for the City of Pueblo by the PERA Retiree other than the PERA Retiree's regular salary or compensation. Yes , No If you answered "yes" please state which of the above entities best describes your business (c) If you answered "yes" to both (a) and (b), you agree to reimburse the City of Pueblo for any employer contribution required to be paid by the City of Pueblo to PERA for salary or other compensation paid to you as a PERA Retiree or paid to any employee or independent contractor of yours who is a PERA Retiree performing services for the City of Pueblo. You further authorize the City of Pueblo to deduct and withhold all such contributions from any moneys due or payable to you by the City of Pueblo under any current or future contract or other arrangement for services between you and the City of Pueblo. Please provide the name, address, date of birth, and social security number of each such PERA Retiree. If more than two, please attach a supplemental list. Name Address DOB Social Security Number Name Address DOB Social Security Number Failure to accurately complete, sign and return this document to the City of Pueblo may result in you being denied the privilege of doing business with the City of Pueblo. Company Name: Matrix Design Group, Inc Authorized Signature: Title: Accounts RPreivahle Administrator Printed Name: Reherra Jnnes Date: 05.29.2025 Page 200 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 Client#: 1085892 MATRIDES ACORD.,, CERTIFICATE OF LIABILITY INSURANCE FDATE(MMIDD/YYYY) 5/29/2025 f„ THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. If SUBROGATION S WAIVED, sub ect to the terms and conditions the policy, certain policies may require an endorsement. statement .... ___on ITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. 1 t. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). JACT NA PRODUCER AAC Na 0'....,,,._� .. ._...... .. . !,.I,....... ..m.... USI Insurance Services, LLC PHONE 800873 8500 r .. 4600 S. Ulster Street, Suite 1200 MAIL den cettificatedusi com _X A� Nr1 Denver, CO 80237 6pp,. ... NAI 800 873-8500 INSURERA . Valley Forge Insurance Company ERAce 20508 C # INSURED Matrix Design Group, Inc. 2435 Research Parkway, Suite 300 Colorado Springs, CO 80920 INSURER B : Continental Insurance Company 35289 INSURERC National Fire Insurance Co of Har tford rtFord 20478 INSURER D: XL Specialty Insurance Company _.._._ 37,._.. mm. 885 COVERAGES CERTIFICATE NUMBER: RFVISInN NUMRFR• THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT„ TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 1MSR ADDd sUBR POI ICY ErF POLICY EXP LT'R TYPE OF INSURANCE .... _ ....... 1P�I'(, . ....... POLICY NUMBER ......._ .. IPr/,tt1�[t29d'YYY'YO, MMIDD/YYYY) *.. LIMITS A X LIABILITY X X 6081785403 10/01/2024 10/01/2025 EACH OCCURRENCE $1 000 OtiO L 2. w_l._ ..� .,.. t,.._. COMMERCIAL GENERAL �yRMAGE TO RENTED �. R.. E R 00 000, ...,.,...... . CLAIMS -MADE X OCCUR MAG ET R oNrurD $1 0 _.....µ _ ..., — MED EXP (Any one person) � $15,000 GEN'LAGGREGATE LIMIT APPLIES PER: 000000 GADVINJURY $1 PER: �GENERAL � 000 000 PRO. El GRNERALA AGGREGATE $2 POLICY � &ECT LOC E O AL&COMP/OPAGG 12,000 000 ODUCTS OTiPEP.a $ B nu X X 6081785398 10/01 AUTOMOBILE LIABILITY ... .. C«¢' MBBP�Pr.D S,INa LE q VM11 .... /2024 10/01/2025 1 000 000 I..II ...... _ _ . $ ,..., ._ .. L X ANY AUTO BODILY INJURY (Per person) T$ w.... w ...., OWNED 'SCHEDULED BODILY INJURY (Per accident) $ AUTOS ONLY ._ AUTOS _P, ...,.,.,. .,.,�... HIRED NON -OWNED X AUTOS ONLY X ........, .....,._.'. AUTOS ONLY �p� i� �.4.I..ANCAR.�C.....� ...,.,.....w ....... .............._.,. X X 60817 B X UMBRELLA LIAB OCCUR 85417 10 /01/2024 10/01/202 EACH OCCU ,. � AGGREGATERRENCE $4,000„z000 EXCESS LIAB CLAIMS MADE $4 000 000 ,....... .jj „ ........ ......_,.........._,..... ........z_....�..a........, ., .m.,.,...._ DED I... R 'rFNTaa y 10000 WORKERS COMPENSATION c AND EMPLOYERS' LIABILITY X 6081785384 1 $ 10101/2025M XLf,STI)T � �OTH E. EACH AC PER YIN Rt F ANY PRt~DP4FTORa�IARINERiFXEc LIlIVI. -- 0/01/2024 CiDENT � $1 000 000 oFPBCr r�FhrtiEk�YBkrB EXCLUDED? D"i �.. N � N / A .. _._. _ .... .., z (Mandatory In NH) 000 000 If y describe under DISEASE -EA EMPLOYEE $1, DESCRIPTION OF OPERATIONS below I E.L. DISEASE - POLICY LIMIT $1 000,000 ,.,.., ,,._.... _..........., ..._.._....._. .................... .... .,.�.,�. .....,...�..,.�. ....... ._..,......... D Professional X DPR5034838 10/01/2024 10/01/2025 $2,000,000 per claim Liability $5,000,000 annl aggr. Claims Made DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) As required by written contract or written agreement, the following provisions apply subject to the policy terms, conditions, limitations and exclusions: The Certificate Holder and owner are included as Automatic Additional Insured's for ongoing and completed operations under General Liability; Designated Insured under Automobile Liability; and Additional Insureds under Umbrella / Excess Liability but only with respect to liability arising out of the Named Insured work performed on behalf of the certificate holder and owner. (See Attached Descriptions) City of Pueblo, a Municipal SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Corporation ACCORDANCE WITH THE POLICY PROVISIONS. 230 S. Mechanic Street Pueblo, CO 81003 AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) 1 of 2 The ACORD name and logo are registered marks of ACORD #S49441246/M46413349 RSBZI9age 201 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 DESCRIPTIONS (Continued from Page 1) The General Liability, Automobile Liability, Umbrella/Excess insurance applies on a primary and non contributory basis. A Blanket Waiver of Subrogation applies for General Liability, Automobile Liability, Umbrella/Excess Liability and Workers Compensation. The Umbrella / Excess Liability policy provides excess coverage over the General Liability, Automobile Liability and Employers Liability. Please note that Additional Insured status does not apply to Professional Liability or Workers' Compensation. RE: 25-013 Design of 18th Street Bridge Rehab project. Additional Insured Includes: The City of Pueblo, its agents, officers and employees SAGITTA 25.3 (2016/03) 2 of 2 #S49441246/M46413349 Page 202 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 6081785403 CNA PARAMOUNT NA General Aggregate Limit - Per Project Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. For each single construction or service project away from premises the Named Insured owns or rents, a separate Project General Aggregate Limit, equal to the amount of the General Aggregate Limit shown in the Declarations, is the most the Insurer will pay for the sum of: A. all damages under Coverage A, except damages because of bodily injury or property damage included in the products -completed operations hazard; and B. all medical expenses under Coverage C; that arise from occurrences or accidents which can be attributed solely to ongoing operations at that project. Such payments shall not reduce the General Aggregate Limit shown in the Declarations, nor the Project General Aggregate Limit applicable to any other project. II. All: A. damages under Coverage B, regardless of the number of locations or projects involved; B. damages under Coverage A, caused by occurrences which cannot be attributed solely to ongoing operations at a single project, except damages because of bodily injury or property damage included in the products - completed operations hazard; and C. medical expenses under Coverage C, caused by accidents which cannot be attributed solely to ongoing operations at a single project, will reduce the General Aggregate Limit shown in the Declarations. III. The limits shown in the Declarations for Each Occurrence, for Damage To Premises Rented To You and for Medical Expense continue to apply, but will be subject to either the Project General Aggregate Limit or the General Aggregate Limit shown in the Declarations, depending on whether the occurrence can be attributed solely to ongoing operations at a particular project. IV. When coverage for liability arising out of the products -completed operations hazard is provided, any payments for damages because of bodily injury or property damage included in the products -completed operations hazard will reduce the Products -Completed Operations Aggregate Limit shown in the Declarations, regardless of the number of projects involved. V. If a single construction or service project away from premises owned by or rented to the Named Insured has been abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, such project will still be deemed to be the same project. VI. The provisions of LIMITS OF INSURANCE not otherwise modified by this endorsement shall continue to apply as stipulated. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75061XX (1-15) Page 1 of 1 Nat'l Fire Ins Insured Name: Co of Hartford Policy No: Endorsement No: Effective Date: 3 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 203 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 OVA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors - with Products -Completed Operations Coverage Endorsement I This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this Coverage Part, but only with respect to liability for bodily injury, property damage or personal and advertising Injury caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf: A. In the performance of your ongoing operations subject to such written contract; or B. In the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included in the products -completed operations hazard, and only if: 1. The written contract requires you to provide the additional insured such coverage; and 2. This Coverage Part provides such coverage; and C. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: 1. Coverage broader than what you are required to provide by the written contract; or 2. A higher limit of insurance than what you are required to provide by the written contract. Any coverage granted by this Paragraph I. shall apply solely to the extent permissible by law. II. If the written contract requires additional insured coverage under the 07-04 edition of C62010 or CG2037, then paragraph I. above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this Coverage Part, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf: A. In the performance of your ongoing operations subject to such written contract; or B. In the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included in the products -completed operations hazard, and only if: 1. The written contract requires you to provide the additional insured such coverage; and 2. This Coverage Part provides such coverage. Ill. But if the written contract requires: A. Additional insured coverage under the 11-85 edition, 10-93 edition, or 10-01 edition of CG2010, or under the 10- 01 edition of CG2037; or B. Additional insured coverage with "arising out of" language; then paragraph I. above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this Coverage Part, but only with respect to liability for bodily injury, property damage or personal and advertising Injury arising out of your work that is subject to such written contract. CNA75079XX (3-22) Page 1 of 3 Copyright CNA All Rights Reserved. Page 204 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors - with Products -Completed Operations Coverage Endorsement IV. But if the written contract requires additional insured coverage to the greatest extent permissible by law, then paragraph I. above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this Coverage Part, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of your work that is subject to such written contract. V. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of: A. The rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: 1. The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2. Supervisory, inspection, architectural or engineering activities; or B. Any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this Coverage Part. VI. Under COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance is amended to add the following, which supersedes any provision to the contrary in this Condition or elsewhere in this Coverage Part: Primary and Noncontributory Insurance With respect to other insurance available to the additional insured under which the additional insured is a named insured, this insurance is primary to and will not seek contribution from such other insurance, provided that a written contract requires the insurance provided by this policy to be: 1. Primary and non-contributing with other insurance available to the additional insured; or 2. Primary and to not seek contribution from any other insurance available to the additional insured. But except as specified above, this insurance will be excess of all other insurance available to the additional insured. VII. Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1. Give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2. Send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and 3. Make available any other insurance, and endeavor to tender the defense and indemnity of any claim to any other insurer or self -insurer, whose policy or program applies to a loss that the Insurer covers under this coverage part. However, if the written contract requires this insurance to be primary and non-contributory, this paragraph 3. does not apply to other insurance under which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. CNA75079XX (3-22) Page 2 of 3 copyright CNA All Rights Reserved. Page 205 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors - with Products -Completed Operations Coverage Endorsement Vill. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires you to make a person or organization an additional insured on this Coverage Part, provided the contract or agreement: A. Was executed prior to: 1. The bodily injury or property damage; or 2. The offense that caused the personal and advertising injury; for which the additional insured seeks coverage; and B. Is still in effect at the time of the bodily injury or property damage occurrence or personal and advertising injury offense. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75079XX (3-22) Page 3 of 3 Copyright CNA All Rights Reserved. Page 206 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 6081785403 CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability 99 Extension Endorsement 1. ADDITIONAL INSUREDS a. WHO IS AN INSURED is amended to include as an Insured any person or organization described in paragraphs A. through I. below whom a Named Insured is required to add as an additional insured on this Coverage Part under a written contract or written agreement, provided such contract or agreement; (1) is currently in effect or becomes effective during the term of this Coverage Part; and (2) was executed prior to: (a) the bodily injury or property damage; or (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: (1) a higher limit of insurance than required by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in no event broader than that described by the applicable paragraph A. through I. below. Any coverage granted by this endorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling interest in a Named Insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. such person or organization's financial control of a Named Insured; or 2. premises such person or organization owns, maintains or controls while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. B. Co-owner of Insured Premises A co-owner of a premises co -owned by a Named Insured and covered under this insurance but only with respect to such co -owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such premises. C. Engineers, Architects or Surveyors Engaged By You An architect, engineer or surveyor engaged by the Named Insured, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by the Named Insured's acts or omissions, or the acts or omissions of those acting on the Named Insured's behalf: a. in connection with the Named Insured's premises; or b. in the performance of the Named Insured's ongoing operations. But the coverage hereby granted to such additional insureds does not apply to bodily injury, property damage or personal and advertising injury arising out of the rendering of or failure to render any professional services by, on behalf of, or for the Named Insured, including but not limited to: CNA74858XX (1-15) Page 2 of 18 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 207 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 A CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 1. the preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. supervisory, inspection, architectural or engineering activities. D. Lessor of Equipment Any person or organization from whom a Named Insured leases equipment, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. E. Lessor of Land Any person or organization from whom a Named Insured leases land but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. F. Lessor of Premises An owner or lessor of premises leased to the Named Insured, or such owner or lessor"s real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use of such part of the premises leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. G. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises but only with respect to such mortgagee, assignee or receiver's „a liability for bodily injury, property damage or personal and advertising injury arising out of the Named Insured's ownership, maintenance, or use of a premises by a Named Insured. a The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. H. State or Governmental Agency or Subdivision or Political Subdivisions — Permits A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of. LW 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: a. the existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or ANA7.__w 4858XX (1-15) _—..wwwwwww... ...... = C Paae 3 of 18 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 208 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 2, the permitted or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or b. Bodily injury or property damage included within the products -completed operations hazard. With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. I. Trade Show Event Lessor 1. With respect to a Named Insured's participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such person or organization's liability for bodily injury, property damage or personal and advertising injury caused by: a. the Named Insured's acts or omissions; or b. the acts or omissions of those acting on the Named Insured's behalf, in the performance of the Named Insured's ongoing operations at the trade show event premises during the trade show event. 2. The coverage granted by this paragraph does not apply to bodily injury or property damage included within the products -completed operations hazard. 2. ADDITIONAL INSURED -PRIMARY AND NON-CONTRIBUTORY TO ADDITIONAL INSURED'S INSURANCE The Other Insurance Condition in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional insured's own insurance, then this insurance is primary, and the Insurer will not seek contribution from that other insurance. For the purpose of this Provision 2., the additional insured's own insurance means insurance on which the additional insured is a named insured. Otherwise, and notwithstanding anything to the contrary elsewhere in this Condition, the insurance provided to such person or organization is excess of any other insurance available to such person or organization. 3. ADDITIONAL INSURED — EXTENDED COVERAGE When an additional insured is added by this or any other endorsement attached to this Coverage Part, WHO IS AN INSURED is amended to make the following natural persons Insureds. If the additional insured is: a. An individual, then his or her spouse is an Insured; b. A partnership orjoint venture, then its partners, members and their spouses are Insureds; c. A limited liability company, then its members and managers are Insureds; or d. An organization other than a partnership, joint venture or limited liability company, then its executive officers, directors and shareholders are Insureds; CNA74858XX (1-15) Page 4 of 18 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 209 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement but only with respect to locations and operations covered by the additional insured endorsement's provisions, and only with respect to their respective roles within their organizations. Please see the ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES provision of this endorsement for additional coverage and restrictions applicable to spouses of natural person Insureds. 4. BOATS Under COVERAGES„ Coverage A Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to add the following additional exception to the exclusion entitled Aircraft, Auto or Watercraft: This exclusion does not apply to: Any watercraft owned by the Named Insured that is less than 30 feet long while being used in the course of the Named Insured's inspection or surveying work. 5. BODILY INJURY —EXPANDED DEFINITION Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury sustained by that person at any time which results as a consequence of the physical injury, sickness or disease. 6. BROAD KNOWLEDGE OF OCCURRENCEI NOTICE OF OCCURRENCE Under CONDITIONS, the condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit is amended to add the following provisions: A. BROAD KNOWLEDGE OF OCCURRENCE The Named Insured must give the Insurer or the Insurer's authorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. B. NOTICE OF OCCURRENCE a The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give the Insurer notice of an occurrence, offense or claim and that failure is solely due to the Named Insured's reasonable belief that the bodily injury or property damage is not covered under this Coverage Part, However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim. 7. BROAD NAMED INSURED WHO IS AN INSURED is amended to delete its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which a Named Insured has management control: a. on the effective date of this Coverage Part; or b. by reason of a Named Insured creating or acquiring the organization during the policy period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have CNA74858XX (1-15) ......._....__.......www�.,_�.w.� Paqe 5 of 18 Copyright CNA All Rights Reserved. Includes copyrighted matedai of Insurance Services Office, Inc., with its permission. Page 210 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 CNA CNA PARAMOUNT µt Architects, Enginee'rs and Surveyors General Liability Extension Endorsement provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. But this BROAD NAMED INSURED provision does not apply to: (a) any partnership, limited liability company orjoint venture; or (b) any organization for which coverage is excluded by another endorsement attached to this Coverage Part. For the purpose of this provision, management control means: A. owning interests representing more than 50% of the voting, appointment or designation power for the selection of a majority of the Board of Directors of a corporation; or B. having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph 3. above, this insurance does not apply to: a, bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after management control ceases; nor b. personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5. The insurance provided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing -business -as names (dba) as any Named Insured should choose to employ. 8. CONTRACTUAL LIABILITY— RAILROADS With respect to operations performed within 50 feet of railroad property, the definition of insured contract is replaced by the following: Insured Contract means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured you with permission of the owner is not an insured contract; b. A sidetrack agreement; c. Any easement or license agreement; d. An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; f. That part of any other contract or agreement pertaining to the Named Insured's business (including an indemnification of a municipality in connection with work performed for a municipality) under which the Named Insured assumes the tort liability of another party to pay for bodily injury or property damage to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. does not include that part of any contract or agreement: CNA74858XX (1-15) Page 6 of 18 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with Hs permission. Page 211 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 CNA CNA PARAMOUNT t Architects, Engineers and Surveyors General Liability 9 Y Y Extension Endorsement (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; (2) Under which the Insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 9. ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES The estates, executors, heirs, legal representatives, administrators, trustees, beneficiaries and spouses of any natural person Insured or living trust shall also be insured under this policy; provided, however, coverage is afforded to such estates, executors, heirs, legal representatives, administrators, trustees, beneficiaries and spouses only for claims arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeks damages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as such, provided, however, that the spouse of a natural person Named Insured, and the spouses of members or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the Named Insured's business. 10. EXPECTED OR INTENDED INJURY — EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: Expected or Intended Injury Bodily injury or property damage expected or intended from the standpoint of the Insured. This exclusion does not r apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or property. :w ,Z 11. GENERAL AGGREGATE LIMITS OF INSURANCE -PER LOCATION V A. A separate Location General Aggregate Limit, equal to the amount of the General Aggregate Limit, is the most the Insurer will pay for the sum of: 1. All damages under Coverage A, except damages because of bodily injury or property damage included in the products -completed operations hazard; and 2. All medical expenses under Coverage C, that arise from occurrences or accidents which can be attributed solely to ongoing operations at that location. Such payments shall not reduce the General Aggregate Limit shown in the Declarations, nor the Location General Aggregate Limit of any other location. B. All: 1. Damages under Coverage B, regardless of the number of locations involved; CNA74858XX (1-15) Page 7 of 18 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 212 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 CNA CNA PARAMOUNT mm Architects, Engineers and Surveyors General Liability Extension Endorsement 2. Damages under Coverage A, caused by occurrences which cannot be attributed solely to ongoing operations at a single location, except damages because of bodily injury or property damage included in the products -completed operations hazard; and 3. Medical expenses under Coverage C caused by accidents which cannot be attributed solely to ongoing operations at a single location, will reduce the General Aggregate Limit shown in the Declarations. C. For the purpose of this GENERAL AGGREGATE LIMITS OF. INSURANCE - PER LOCATION Provision, "location" means: 1. a premises the Named Insured owns or rents; or 2. a premises not owned or rented by any Named Insured at which the Named Insured is performing operations pursuant to a contract or written agreement. If operations at such a location have been discontinued and then restarted, or if the authorized parties deviate from plans, blueprints, designs, specifications or timetables, the location will still be deemed to be the same location. For the purpose of determining the applicable aggregate limit of insurance, premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad shall be considered a single location. D. The limits shown in the Declarations for Each Occurrence, for Damage To Premises Rented To You and for Medical Expense continue to apply, but will be subject to either the Location General Aggregate Limit or the General Aggregate Limit, depending on whether the occurrence can be attributed solely to ongoing operations at a particular location. E. When coverage for liability arising out of the products -completed operations hazard is provided, any payments for damages because of bodily injury or property damage included in the products -completed operations hazard, regardless of the number of locations involved, will reduce the Products -Completed Operations Aggregate Limit shown in the Declarations. F. The provisions of LIMITS OF INSURANCE not otherwise modified by this GENERAL AGGREGATE LIMITS OF INSURANCE - PER LOCATION Provision shall continue to apply as stipulated. 12. IN REM ACTIONS A quasi in rem action against any vessel owned or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action were in personam against the Named Insured. 13. INCIDENTAL HEALTH CARE MALPRACTICE COVERAGE Solely with respect to bodily injury that arises out of a health care incident: A. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the Insuring Agreement is amended to replace Paragraphs 1.b.(1) and 1.b.(2) with the following: b. This insurance applies to bodily injury provided that the professional health care services are incidental to the Named Insured's primary business purpose, and only if: (1) such bodily injury is caused by an occurrence that takes place in the coverage territory. (2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will be deemed to have occurred at the time of the first act, error, or omission that is part of the occurrence; and CNA74858XX (1-15) Paqe 8 of 18 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 213 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability 9` Extension Endorsement B. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to: L add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been available but for exhaustion of its limits). ii. delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability the Insured's actual or alleged liability under any oral or written contract or agreement, including but not limited to express warranties or guarantees. iii. to add the following additional exclusions: This insurance does not apply to: Discrimination any actual or alleged discrimination, humiliation or harassment, including but not be limited to claims based on an individual's race, creed, color, age, gender, national origin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any actual or alleged dishonest, criminal or malicious act, error or omission. Medicare/Medicaid Fraud any actual or alleged violation of law with respect to Medicare, Medicaid, Tricare or any similar federal, state or local governmental program. 8 81 Services Excluded by Endorsement Any health care incident for which coverage is excluded by endorsement. C. DEFINITIONS is amended to: i. add the following definitions: Health care incident means an act, error or omission by the Named Insured's employees or volunteer workers in the rendering of: a. professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no payment is demanded or received. Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but solely to the extent they are duly licensed as required: a. Physician; CNA74858XX (1-15) Page 9 of 18 copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 214 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability go Extension Endorsement b. Nurse; C. Nurse practitioner; d. Emergency medical technician; e. Paramedic; f. Dentist; g. Physical therapist; h. Psychologist; i. Speech therapist; j. Other allied health professional; or Professional health care services does not include any services rendered in connection with human clinical trials or product testing. ii. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. All acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence; iii. amend the definition of Insured to: a. add the following: the Named Insured's employees are Insureds with respect to: (1) bodily injury to a co -employee while in the course of the co -employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. the Named Insured's volunteer workers are Insureds with respect to: (1) bodily injury to a co -volunteer worker while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to an employee while in the course of the employee's employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; when such bodily injury arises out of a health care incident. b. delete Subparagraphs (a), (b), (c) and (d) of Paragraph 2.a.(1) of WHO IS AN INSURED. D. The Other Insurance condition is amended to delete Paragraph b.(1) in its entirety and replace it with the following: Otherinsurance CNA74858XX (1-15) Pape 10 of 18 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 215 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 CNA CNA PARAMOUNT tw Architects, Engineers and Surveyors General Liability Extension Endorsement b. Excess Insurance (1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. 14. JOINT VENTURES I PARTNERSHIP I LIMITED LIABILITY COMPANIES A. Past Joint Ventures, Partnerships, Limited Liability Companies The following is added to WHO IS AN INSURED: If the Named Insured was a joint venturer, partner, or member of a limited liability company and such joint venture, partnership or limited liability company terminated prior to or during the policy period, such Named Insured is an Insured with respect to its interest in such joint venture, partnership or limited liability company but only to the extent that: a, any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising out of such offense, first occurred after such termination date; b. the bodily injury or property damage first occurred after such termination date; and c. there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company. If the joint venture, partnership or limited liability company is or was insured under a consolidated (wrap-up) insurance program, then such insurance will always be considered valid and collectible for the purpose of paragraph c. above. But this provision will not serve to exclude bodily injury, property damage or personal and advertising injury that would otherwise be covered under the Architects, Engineers And Surveyors General Liability Extension Endorsement provision entitled WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS. Please see that provision for the definition of consolidated (wrap-up) insurance program. B. Participation In Current Professional Joint Ventures The following is added to WHO IS AN INSURED: N CS N The Named Insured is also an Insured for participation in a current joint venture that is not named on the Declarations, but only if such joint venture meets all of the following criteria: N a. Each and every one of the Named Insured's co -venturers are architectural, engineering or surveying firms s only; and b. There is no other valid and collectible insurance purchased specifically to insure the joint venture. However, the Named Insured is an Insured only for the conduct of such Named Insured's business within such a joint venture. The Named Insured is not insured for liability arising out of the acts or omissions of other co - venturers, nor of their partners, members or employees. C. WHO IS AN INSURED is amended to delete its last paragraph and replace it with the following: Except as provided under this Architects, Engineers And Surveyors General Liability Extension Endorsement or by the attachment of another endorsement (if any), no person or organization is an Insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations. CNA74858XX (1-15) Page 11 of 18 Copyright Ch1A All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 216 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 OVA CNA PARAMOUNT 9 Architects, Engineers and Surveyors General Liability 9 Extension Endorsement 15. LEGAL LIABILITY — DAMAGE TO PREMISES / ALIENATED PREMISES / PROPERTY IN THE NAMED INSURED'S CARE, CUSTODY OR CONTROL A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete exclusion j. Damage to Property in its entirety and replace it with the following: This insurance does not apply to: j. Damage to Property Property damage to: (1) Property the Named Insured owns, rents, or occupies, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises the Named Insured sells, gives away or abandons, if the property damage arises out of any part of those premises; (3) Property loaned to the Named Insured; (4) Personal property in the care, custody or control of the Insured; (5) That particular part of real property on which the Named Insured or any contractors or subcontractors working directly or indirectly on the Named Insured's behalf are performing operations, if the property damage arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because your work was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire) to premises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. Paragraph (2) of this exclusion does not apply if the premises are your work. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does not apply to property damage included in the products -completed operations hazard. Paragraphs (3) and (4) of this exclusion do not apply to property damage to: i. tools, or equipment the Named Insured borrows from others, nor ii. other personal property of others in the Named Insured's care, custody or control while being used in the Named Insured's operations away from any Named Insured's premises. However, the coverage granted by this exception to Paragraphs (3) and (4) does not apply to: a. property at a job site awaiting or during such property's installation, fabrication, or erection; b. property that is mobile equipment leased by an Insured; CNA74858XX (1-15) Paqe 12 of 18 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services office, Inc., with its permission. Page 217 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability 01 Extension Endorsement C. property that is an auto, aircraft or watercraft; d. property in transit; or e, any portion of property damage for which the Insured has available other valid and collectible insurance, or would have such insurance but for exhaustion of its limits, or but for application of one of its exclusions. A separate limit of insurance and deductible apply to such property of others. See LIMITS OF INSURANCE as amended below. B. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: Exclusions c. through n. do not apply to damage by fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises rented to a Named Insured for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in LIMITS OF INSURANCE. C. The following paragraph is added to LIMITS OF INSURANCE: Subject to 5. above, $25,000 is the most the Insurer will pay under Coverage A for damages arising out of any one occurrence because of the sum of all property damage to borrowed tools or equipment, and to other personal property of others in the Named Insured's care, custody or control, while being used in the Named Insured's operations away from any Named Insured's premises. The Insurer's obligation to pay such property damage does not apply until the amount of such property damage exceeds $1,000. The Insurer has the right but not the duty to pay any portion of this $1,000 in order to effect settlement. If the Insurer exercises that right, the Named Insured will promptly reimburse the Insurer for any such amount. D. Paragraph 6., Damage To Premises Rented To You Limit, of LIMITS OF INSURANCE is deleted and replaced by the following: 6. Subject to Paragraph 5. above, (the Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under Coverage A for damages because of property damage to any one premises while rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, including contents of such premises rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To You Limit is the greater of: a, $500,000; or b. The Damage To Premises Rented To You Limit shown in the Declarations. E. Paragraph 4.b.(1)(a)(ii) of the Other Insurance Condition is deleted and replaced by the following: (ii) That is property insurance for premises rented to the Named Insured, for premises temporarily occupied by = the Named Insured with the permission of the owner; or for personal property of others in the Named Insured's care, custody or control; 16. LIQUOR LIABILITY Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Liquor Liability. This LIQUOR LIABILITY Provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. CNA74858XX (1-15) Page 13 of 18 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 218 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 OVA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement 17. MEDICAL PAYMENTS A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical Expense Limit) and replace it with the following: 7. Subject to Paragraph 5. above (the Each Occurrence Limit), the Medical Expense Limit is the most the Insurer will pay under Coverage C for all medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000 unless a different amount is shown here: $N,NNN,NNN,NNN; or (2) the amount shown in the Declarations for Medical Expense Limit. B. Under COVERAGES, the Insuring Agreement of Coverage C — Medical Payments is amended to replace Paragraph 1.a.(3)(b) with the following: (b) The expenses are incurred and reported to the Insurer within three years of the date of the accident; and 18. NON -OWNED AIRCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows: The exclusion entitled Aircraft, Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. the aircraft is rented with a trained, paid crew to the Named Insured; and 3. the aircraft is not being used to carry persons or property for a charge. 19. NON -OWNED WATERCRAFT Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. This exclusion does not apply to: (2) a watercraft that is not owned by any Named Insured, provided the watercraft is: (a) less than 75 feet long; and (b) not being used to carry persons or property for a charge. 20. PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION A. Under DEFINITIONS, the definition of personal and advertising injury is amended to add the following tort: Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. B. Under COVERAGES, Coverage B — Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to, 1. delete the Exclusion entitled Knowing Violation Of Rights Of Another and replace it with the following: CNA74858XX (1-15) Page 14 of 18 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 219 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 CAM CNA PARAMOUNT Architects, Engineers and Surveyors General Liability Extension Endorsement This insurance does not apply to: Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This exclusion shall not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is not done intentionally by or at the direction of, (a) the Named Insured; or (b) any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company) of the Named Insured. 2. add the following exclusions: This insurance does not apply to: Employment Related Discrimination discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination of employment of any person by any Insured. Premises Related Discrimination discrimination or humiliation arising out of the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any Insured. Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provided by this PERSONAL AND ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insured derives solely from Provision 1. ADDITIONAL INSURED of this endorsement; or attachment of an additional insured endorsement to this Coverage Part. w 21. PERSONAL AND ADVERTISING INJURY - CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B —Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability. B. Solely for the purpose of the coverage provided by this PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY provision, the following changes are made to the section entitled SUPPLEMENTARY PAYMENTS— COVERAGES A AND B: 1. Paragraph 2.d, is replaced by the following: d. The allegations in the suit and the information the Insurer knows about the offense alleged in such suit ff are such that no conflict appears to exist between the interests of the Insured and the interests of the indemnitee; LE 2. The first unnumbered paragraph beneath Paragraph 2.f.(2)(b) is deleted and replaced by the following: So long as the above conditions are met, attorney's fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred CNA74858XX (1-15) Page 15 of 18 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 220 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 CNA CNA PARAMOUNT Architects, Engineers and Surveyors General Liability 91 Extension Endorsement by the indemnitee at the Insurer's request will be paid as defense costs. Such payments will not be deemed to be damages for personal and advertising injury and will not reduce the limits of insurance. C. This PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY Provision does not apply if Coverage B —Personal and Advertising Injury Liability is excluded by another endorsement attached to this Coverage Part. This PERSONAL AND ADVERTISING INJURY - CONTRACTUAL LIABILITY Provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. 22. PROPERTY DAMAGE —ELEVATORS A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your Product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property damage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the Other Insurance conditions is amended to add the following paragraph: This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 23. RETIRED PARTNERS, MEMBERS, DIRECTORS AND EMPLOYEES WHO IS INSURED is amended to include as Insureds natural persons who are retired partners, members, directors or employees, but only for bodily injury, property damage or personal and advertising injury that results from services performed for the Named Insured under the Named Insured's direct supervision. All limitations that apply to employees and volunteer workers also apply to anyone qualifying as an Insured under this Provision. 24. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B is amended as follows: A. Paragraph 1.b. is amended to delete the $250 limit shown for the cost of bail bonds and replace it with a $5,000. limit; and B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,000. limit. 25. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 26. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of payments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products -completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: CNA74858XX (1m-15) —..... _ wwww_wwww— .—.w_w _.......................nww.w.. _...__.._.................... .—..ww._w.. Page 16 of 18 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 221 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 N CNA PARAMOUNT Architects, Engineers and Surveyors General Liability REV" Extension Endorsement 1. is in effect or becomes effective during the term of this Coverage Part; and 2, was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to the claim. 27. WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS Note: The following provision does not apply to any public construction project in the state of Oklahoma, nor to any construction project in the state of Alaska, that is not permitted to be insured under a consolidated (wrap-up) insurance program by applicable state statute or regulation. If the endorsement EXCLUSION — CONSTRUCTION WRAP-UP is attached to this policy, or another exclusionary endorsement pertaining to Owner Controlled Insurance Programs (O.C.I.P.) or Contractor Controlled Insurance Programs (C.C.I.P.) is attached, then the following changes apply: A. The following wording is added to the above -referenced endorsement. - With respect to a consolidated (wrap-up) insurance program project in which the Named Insured is or was involved, this exclusion does not apply to those sums the Named Insured become legally obligated to pay as damages because of: 1. Bodily injury, property damage, or personal or advertising injury that occurs during the Named Insured's ongoing operations at the project, or during such operations of anyone acting on the Named Insured's behalf; nor 2. Bodily injury or property damage included within the products -completed operations hazard that arises out of those portions of the project that are not residential structures. B. Condition 4.Other Insurance is amended to add the following subparagraph 4.b.(1)(c): This insurance is excess over: (c) Any of the other insurance whether primary, excess, contingent or any other basis that is insurance available to the Named Insured as a result of the Named Insured being a participant in a consolidated (wrap-up) insurance program, but only as respects the Named Insured's involvement in that consolidated (wrap-up) insurance program. C. DEFINITIONS is amended to add the following definitions: a Consolidated (wrap-up) insurance program means a construction, erection or demolition project for which the prime contractodproject manager or owner of the construction project has secured general liability insurance covering some or all of the contractors or subcontractors involved in the project, such as an Owner Controlled Insurance Program (O.C.I.P.) or Contractor Controlled Insurance Program (C.C.I.P.). Residential structure means any structure where 30% or more of the square foot area is used or is intended to be used for human residency, including but not limited to: 1. single or multifamily housing, apartments, condominiums, townhouses, co-operatives or planned unit developments; and 2. the common areas and structures appurtenant to the structures in paragraph 1. (including pools, hot tubs, detached garages, guest houses or any similar structures). However, when there is no individual ownership of units, residential structure does not include military housing, college/university housing or dormitories, long term care facilities, hotels or motels. Residential structure also does not include hospitals or prisons. CNA74858XX (1-15) Page 17 of 18 copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its Permission. Page 222 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 A CNA PARAMOUNT t•� Architects, Engineers and Surveyors General Liability Extension Endorsement This WRAP-UP EXTENSION: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS Provision does not apply to any person or organization who otherwise qualifies as an additional insured on this Coverage Part. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said P'olicv. CNA74858XX (1-15) Pape 18 of 18 Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permission. Page 223 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 6081785398 CNA•. Policy • THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM I. LIABILTY COVERAGE A. Who Is An Insured The following is added to SECTION II, Paragraph A.1., Who Is An Insured: 1. a. Any incorporated entity of which the Named Insured owns a majority of the voting stock on the date of inception of this Coverage Form; provided that, b. The insurance afforded by this provision A. 1. does not apply to any such entity that is an insured under any other liability policy providing auto coverage. 2. Any organization you newly acquire or form, other than a limited liability company, partnership or joint venture, and over which you maintain majority ownership interest. The insurance afforded by this provision A.2.: a. Is effective on the acquisition or formation date, and is afforded only until the end of the policy period of this Coverage Form, or the next anniversary of its inception date, whichever is earlier. b. Does not apply to: (1) Bodily injury or property damage caused by an accident that occurred before you acquired or formed the organization; or (2) Any such organization that is an insured under any other liability policy providing auto coverage. 3. Any person or organization that you are obligated to provide Insurance where required by a written contract or agreement is an insured, but only with respect to legal responsibility for acts or omissions of a person for whom Liability Coverage is afforded under this policy. 4. An employee of yours is an insured while operating an auto hired or rented under a contract or agreement in that employee's name, with your permission, while performing duties related to the conduct of your business. Policy, as used in this provision A. Who Is An Insured, includes those policies that were in force on the inception date of this Coverage Form but: 1. Which are no longer in force; or 2. Whose limits have been exhausted. B. Bail Bonds and Loss of Earnings SECTION II, Paragraphs A.2.a.(2) and A.2.a.(4) are revised as follows: 1. In a.(2), the limit for the cost of bail bonds is increased from $2,000 to $5,000, and 2. In a.(4), the limit for the loss of earnings is increased from $250 to $500 a day. C. Fellow Employee SECTION II, Paragraph 13.5 does not apply. Form No: SCA 23 500 D (10-2011),_......,_e__e. wwww_www� Page: 1 of 5 Underwriting Company: Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 224 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 CNA Business Auto Polic, N Policy Endorsemen Such coverage as is afforded by this provision C. is excess over any other collectible insurance. II. PHYSICAL DAMAGE COVERAGE A. Towing SECTION III. Paragraph A. 2., is revised to include Light Trucks up to 10,000 pounds G.V.W. B. Glass Breakage — Hitting A Bird Or Animal — Falling Objects Or Missiles The following is added to SECTION III, Paragraph A.3.: With respect to any covered auto, any deductible shown in the Declarations will not apply to glass breakage if such glass is repaired, in a manner acceptable to us, rather than replaced. C. Transportation Expenses SECTION III, Paragraph A.4.a. is revised, with respect to transportation expense incurred by you, to provide: a. $60 per day, in lieu of $20; subject to b. $1,800 maximum, in lieu of $600. D. Loss of Use Expenses SECTION III, Paragraph A.4.b. is revised, with respect to loss of use expenses incurred by you, to provide: a. $1,000 maximum, in lieu of $600. E. Personal Property The following is added to SECTION III, Paragraph A.4. c. We will pay up to $500 for loss to Personal Property which is: (1) Owned by an insured; and (2) In or on the covered auto. This coverage applies only in the event of a total theft of your covered auto. This insurance is excess over any other collectible insurance and no deductible applies. F. Rental Reimbursement The following is added to SECTION III, Paragraph A.4.: d. We will pay for rental reimbursement expenses incurred by you for the rental of an auto because of loss to a covered auto. Payment applies in addition to the otherwise applicable amount of each coverage you have on a covered auto. No deductibles apply to this coverage. 1. We will pay only for those expenses incurred during the policy period beginning 24 hours after the loss and ending, regardless of the policy's expiration, with the lesser of the following number of days: (a) The number of days reasonably required to repair or replace the covered auto; or, (b) 15 days. 2. Our payment is limited to the lesser of the following amounts: (a) Necessary and actual expenses incurred; or, (b) $25 per day subject to a maximum of $375. Form No: SCA 23 500 D (10-2011 ) �—..._,—..._�,.........._—...___..... Page: 2 of 5 Underwriting Company: Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 copyright UNA All Rights Reserved. Includes copyrighted material of the page 225 of 262 Insurance Services Office, Inc., used with its permission. Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 CNA Business Auto Polic, , Policy Endorsemen 3. This coverage does not apply while there are spare or reserve autos available to you for your operations. 4. If loss results from the total theft of a covered auto of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided for under the Physical Damage Coverage Extension. G. Hired "Autos" The following is added to SECTION III. Paragraph A.: 5. Hired Autos If Physical Damage coverage is provided under this policy, and such coverage does not extend to Hired Autos, then Physical Damage coverage is extended to: a. Any covered auto you lease, hire, rent or borrow without a driver; and b. Any covered auto hired or rented by your employee without a driver, under a contract in that individual employee's name, with your permission, while performing duties related to the conduct of your business. c. The most we will pay for any one accident or loss is the actual cash value, cost of repair, cost of replacement or $75,000 whichever is less minus a $500 deductible for each covered auto. No deductible applies to loss caused by fire or lightning. d. The physical damage coverage as is provided by this provision will be limited to the types of physical damage coverage(s) provided on your owned autos. e. Such physical damage coverage for hired autos will: (1) Include loss of use, provided it is the consequence of an accident for which the Named Insured is legally liable, and as a result of which a monetary loss is sustained by the leasing or rental concern. (2) Such coverage as is provided by this provision G.e.(1) will be subject to a limit of $750 per accident. H. Airbag Coverage The following is added to SECTION III, Paragraph 8.3. The accidental discharge of an airbag shall not be considered mechanical breakdown. I. Electronic Equipment SECTION Ill, Paragraphs B.4.c and 13.4.d. are deleted and replaced by the following: c. Physical Damage Coverage on a covered auto also applies to loss to any permanently installed electronic equipment including its antennas and other accessories d. A $100 per occurrence deductible applies to the coverage provided by this provision. J. Diminution In Value The following is added to SECTION III, Paragraph 6.6. Subject to the following, the diminution in value exclusion does not apply to: a. Any covered auto of the private passenger type you lease, hire, rent or borrow, without a driver for a period of 30 days or less, while performing duties related to the conduct of your business; and _..._ ............................. Form No: SCA 23 500 D (10-2011) Page: 3 of 5 Underwriting Company: Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 226 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 CNA Business Auto Polio Olt Policy Endorsemen b. Any covered auto of the private passenger type hired or rented by your employee without a driver for a period of 30 days or less, under a contract in that individual employee's name, with your permission, while performing duties related to the conduct of your business. c. Such coverage as is provided by this provision is limited to a diminution in value loss arising directly out of accidental damage and not as a result of the failure to make repairs; faulty or incomplete maintenance or repairs; or the installation of substandard parts. d. The most we will pay for loss to a covered auto in any one accident is the lesser of: (1) $5,000; or (2) 20% of the auto's actual cash value (ACV) III. Drive Other Car Coverage — Executive Officers The following is added to SECTIONS II and Ill: 1. Any auto you don't own, hire or borrow is a covered auto for Liability Coverage while being used by, and for Physical Damage Coverage while in the care, custody or control of, any of your executive officers, except: a. An auto owned by that executive officer or a member of that person's household; or b. An auto used by that executive officer while working in a business of selling, servicing, repairing or parking autos. Such Liability and/or Physical Damage Coverage as is afforded by this provision will be: (1) Equal to the greatest of those coverages afforded any covered auto; and (2) Excess over any other collectible insurance. 2. For purposes of this provision, executive officer means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document, and, while a resident of the same household, includes that person's spouse. Such executive officers are insureds while using a covered auto described in this provision. IV. BUSINESS AUTO CONDITIONS A. Duties In The Event Of Accident, Claim, Suit Or Loss The following is added to SECTION IV, Paragraph A.2.a. (4) Your employees may know of an accident or loss. This will not mean that you have such knowledge, unless such accident or loss is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. The following is added to SECTION IV, Paragraph A.2.b. (6) Your employees may know of documents received concerning a claim or suit. This will not mean that you have such knowledge, unless receipt of such documents is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. B. Concealment, Misrepresentation or Fraud The following is added to SECTION IV, Paragraph B.2. Your failure to disclose all hazards existing on the date of inception of this Coverage Form shall not prejudice you with respect to the coverage afforded provided such failure or omission is not intentional. C. Policy Period, Coverage Territory SECTION IV, Paragraphs 7.(5).(a). is revised to provide: _........... w ._..__._.__..._...— Form No: SCA 23 500 D (10-2011) Page: 4 of 5 Underwriting Company: Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 .............. ..... .... ............. ............ ......... .,.. . ... .... ,.......,,,, _..w Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 227 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 1 a. 45 days of coverage in lieu of 30 days V. DEFINITIONS Business Auto Polic-.,. Policy Endorsemen SECTION V. Paragraph C. is deleted and replaced by the following: Bodily injury means bodily injury, sickness or disease sustained by a person, including mental anguish, mental injury or death resulting from any of these Form No: SCA 23 500 D (10-2011) Page: 5 of 5 Underwriting Company: Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Page 228 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 POLICY NUMBER: 6081785398 COMMERCIAL AUTO CA 04 44 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Endorsement Effective Date: SCHEDULE Name(s) Of Person(s) Or Organ ization(s): ANY PERSON OR ORGANIZATION FOR WHOM OR WHICH YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER FROM US. YOU MUST AGREE TO THAT REQUIREMENT PRIOR TO LOSS. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. Z CA 04 44 1013 Copyright, Insurance Services Office, Inc., 2011 Page I of I Page 229 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 6081785384 Workers Compensation And Employers Liability Insuranc CNAPolicy Endorsemen We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any Person or Organization on whose behalf you are required to obtain this waiver of our right to recover from under a written contract or agreement. The premium charge for the endorsement is reflected in the Schedule of Operations. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. _..ww_ ....... Form No: WC 00 03 13 (04-1984) 9 Underwriting Company: Transportation Insurance Company, 151 N Franklin St, Chicago, IL 60606 Copyright 1983 National Council on Compensation Insurance. Page 230 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 6081785398 �f��lllrolt'� i „"�llr Business Auto Polic, Policy Endorsemen It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows: SCHEDULE... _,.._-_...... a.a..a... ....M............_...o... �......�......� ...__..................._.......,......................................o....... _... Name of Additional Insured Person Or Organization AS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT 1. In conformance with paragraph A.1.c. of Who Is An Insured of Section II - LIABILITY COVERAGE, the person or organization scheduled above is an insured under this policy. 2. The insurance afforded to the additional insured under this policy will apply on a primary and non-contributory basis if you have committed it to be so in a written contract or written agreement executed prior to the date of the "accident" for which the additional insured seeks coverage under this policy. All other terms and conditions of the policy remain unchanged This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy. Form No: CNA71527XX (10-2012) Underwriting Company: Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 1�5 Copyright CNA All Rights Reserved. Page 231 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 V ll�il 4ir. 1 VVVVJL MATRIDES ACORD,. CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 6/20/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: USI Insurance Services, LLC PHONE 800 873-8500 FAX Ext : A/C, No 4600 S. Ulster Street, Suite 1200 E A Lo, ADDRESS: den.certificate@usi.com Denver, CO 80237 INSURER(S) AFFORDING COVERAGE NAIC # 800 873-8500 INSURER A: Valley Forge Insurance Company 20508 INSURED INSURER B: Continental Insurance Company 35289 Matrix Design Group, Inc. INSURER C: XL Specialty Insurance Company 37885 2435 Research Parkway, Suite 300 Hanover Insurance Company INSURER D : P Y 22292 Colorado Springs, CO 80920 INSURER E INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS A X COMMERCIAL GENERAL LIABILITY X X 6081785403 10/01/2024 10/01/2025 EACH OCCURRENCE $1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $1,000,000 MED EXP (Any one person) $15,000 PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 PR POLICY � COT F LOC PRODUCTS - COMP/OP AGG $2,000,000 $ OTHER: B AUTOMOBILE LIABILITY X X 6081785398 10/01/2024 10/01/202 COMBINED SINGLE LIMIT Ea accident 1 OOO OOO $ � � BODILY INJURY (Per person) $ X ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS HIRED NON -OWNED AUTOS ONLY AUTOS ONLY BODILY INJURY (Per accident) $ POPROPERTY DAMAGE era B X UMBRELLA LIAB X OCCUR X X 6081785417 10/01/2024 10/01/2025 EACH OCCURRENCE s4,000,000 AGGREGATE s4,000,000 EXCESS LIAB CLAIMS -MADE DED X RETENTION $10000 $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? [N] N / A X 7036678290 10/01/2024 10/01/2025 X PER OTH- STATUTE ER E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $1,000,000 C Professional X DPR5034838 10/01/2024 10/01/202 $2,000,000 per claim Liability $5,000,000 annl aggr. Claims Made DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) As required by written contract or written agreement, the following provisions apply subject to the policy terms, conditions, limitations and exclusions: The Certificate Holder and owner are included as Automatic Additional Insured's for ongoing and completed operations under General Liability; Designated Insured under Automobile Liability; and Additional Insureds under Umbrella / Excess Liability but only with respect to liability arising out of the Named Insured work performed on behalf of the certificate holder and owner. (See Attached Descriptions) CERTIFICATE HOLDER CANCELLATION CDOT Region 2 5615 Wills Boulevard Pueblo, CO 81008 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPO$ATTIe0A.2AIl gypts reserved. ACORD 25 (2016/03) 1 Of 2 The ACORD name and logo are registered marks of ACORD #S49721175/M49716039 NXABC Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 DESCRIPTIONS (Continued from Page 1) The General Liability, Automobile Liability, Umbrella/Excess insurance applies on a primary and non contributory basis. A Blanket Waiver of Subrogation applies for General Liability, Automobile Liability, Umbrella/Excess Liability and Workers Compensation. The Umbrella / Excess Liability policy provides excess coverage over the General Liability, Automobile Liability and Employers Liability. Please note that Additional Insured status does not apply to Professional Liability or Workers' Compensation. The policies include a blanket endorsement providing that 30 days notice of cancellation will be given to the Certificate Holder by the Insurance Carrier. "Management Liability" Insurer: D Policy Number: LH4D45366309 Effective Date: 10/01/2023 Expiration Date: 10/01/2025 3rd Party Crime Limit: $1,000,000 RE: 25-013 Design of 18th Street Bridge Rehab project. Additional Insured Includes: The City of Pueblo, its agents, officers and employees SAGITTA 25.3 (2016/03) 2 of 2 Page 233 of 262 #549721175/M49716039 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 CNA CNA PARAMOUNT General Aggregate Limit - Per Project Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. For each single construction or service project away from premises the Named Insured owns or rents, a separate Project General Aggregate Limit, equal to the amount of the General Aggregate Limit shown in the Declarations, is the most the Insurer will pay for the sum of: A. all damages under Coverage A, except damages because of bodily injury or property damage included in the products -completed operations hazard; and B. all medical expenses under Coverage C; that arise from occurrences or accidents which can be attributed solely to ongoing operations at that project. Such payments shall not reduce the General Aggregate Limit shown in the Declarations, nor the Project General Aggregate Limit applicable to any other project. II. All: A. damages under Coverage B, regardless of the number of locations or projects involved; B. damages under Coverage A, caused by occurrences which cannot be attributed solely to ongoing operations at a single project, except damages because of bodily injury or property damage included in the products - completed operations hazard; and C. medical expenses under Coverage C, caused by accidents which cannot be attributed solely to ongoing operations at a single project, will reduce the General Aggregate Limit shown in the Declarations. III. The limits shown in the Declarations for Each Occurrence, for Damage To Premises Rented To You and for Medical Expense continue to apply, but will be subject to either the Project General Aggregate Limit or the General Aggregate Limit shown in the Declarations, depending on whether the occurrence can be attributed solely to ongoing operations at a particular project. IV. When coverage for liability arising out of the products -completed operations hazard is provided, any payments for damages because of bodily injury or property damage included in the products -completed operations hazard will reduce the Products -Completed Operations Aggregate Limit shown in the Declarations, regardless of the number of M projects involved. M V. If a single construction or service project away from premises owned by or rented to the Named Insured has been abandoned and then restarted, or if the authorized contracting parties deviate from plans, blueprints, designs, specifications or timetables, such project will still be deemed to be the same project. VI. The provisions of LIMITS OF INSURANCE not otherwise modified by this endorsement shall continue to apply as stipulated. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75061XX (1-15) Page 1 of 1 Nat'l Fire Ins Insured Name: Co of Hartford Policy No: Endorsement No: Effective Date: Copyright CNA All Rights Reserved. Includes copyrighted material of Insurance Services Office, Inc., with its permissJage 234 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 Lo CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors - with Products -Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I. WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this Coverage Part, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf: A. In the performance of your ongoing operations subject to such written contract; or B. In the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included in the products -completed operations hazard, and only if: 1. The written contract requires you to provide the additional insured such coverage; and 2. This Coverage Part provides such coverage; and C. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not provide such additional insured with: 1. Coverage broader than what you are required to provide by the written contract; or 2. A higher limit of insurance than what you are required to provide by the written contract. Any coverage granted by this Paragraph I. shall apply solely to the extent permissible by law. II. If the written contract requires additional insured coverage under the 07-04 edition of CG2010 or CG2037, then paragraph I. above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this Coverage Part, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by your acts or omissions, or the acts or omissions of those acting on your behalf: A. In the performance of your ongoing operations subject to such written contract; or B. In the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included in the products -completed operations hazard, and only if: 1. The written contract requires you to provide the additional insured such coverage; and 2. This Coverage Part provides such coverage. III. But if the written contract requires: A. Additional insured coverage under the 11-85 edition, 10-93 edition, or 10-01 edition of CG2010, or under the 10- 01 edition of CG2037; or B. Additional insured coverage with "arising out of" language; then paragraph I. above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this Coverage Part, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of your work that is subject to such written contract. CNA75079XX (3-22) Page 1 of 3 Copyright CNA All Rights Reserved. Page 235 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors - with Products -Completed Operations Coverage Endorsement IV. But if the written contract requires additional insured coverage to the greatest extent permissible by law, then paragraph I. above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this Coverage Part, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of your work that is subject to such written contract. V. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of: A. The rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: 1. The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; and 2. Supervisory, inspection, architectural or engineering activities; or B. Any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this Coverage Part. VI. Under COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance is amended to add the following, which supersedes any provision to the contrary in this Condition or elsewhere in this Coverage Part: Primary and Noncontributory Insurance With respect to other insurance available to the additional insured under which the additional insured is a named insured, this insurance is primary to and will not seek contribution from such other insurance, provided that a written contract requires the insurance provided by this policy to be: 1. Primary and non-contributing with other insurance available to the additional insured; or 2. Primary and to not seek contribution from any other insurance available to the additional insured. But except as specified above, this insurance will be excess of all other insurance available to the additional insured. VII. Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1. Give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2. Send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and 3. Make available any other insurance, and endeavor to tender the defense and indemnity of any claim to any other insurer or self -insurer, whose policy or program applies to a loss that the Insurer covers under this coverage part. However, if the written contract requires this insurance to be primary and non-contributory, this paragraph 3. does not apply to other insurance under which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. CNA75079XX (3-22) Page 2 of 3 Copyright CNA All Rights Reserved. Page 236 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 CNA CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees or Contractors - with Products -Completed Operations Coverage Endorsement Vill. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires you to make a person or organization an additional insured on this Coverage Part, provided the contract or agreement: A. Was executed prior to: 1. The bodily injury or property damage; or 2. The offense that caused the personal and advertising injury; for which the additional insured seeks coverage; and B. Is still in effect at the time of the bodily injury or property damage occurrence or personal and advertising injury offense. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA75079XX (3-22) Page 3 of 3 Copyright CNA All Rights Reserved. Page 237 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 i CNA PARAMOUNT' Architects, Engineers and Surveyors General LiabilitMk Extension Endorsemem a. WHO IS AN INSURED is amended to include as an Insured any person or organization, described in paragraphs A., through I!. below whom a Named Insured is required to aiddl as an additional insured on this, Coverage Part under a written contract or written agreement, provided such contract or agreement: (1) is, currently in effect or becomes effective during the term of this Coverage Part and (2) was executed prior to: EMEME= (b) the offense that caused the personal and advertising injury, for which such additional insured seeks coverage. b. However, subject always to the terms and conditions of this policy, including the firnits of insurance, the Insurer will not provide such additional insured vvith; (1) a higher limit of insurance than requ1ired by such contract or agreement; or (2) coverage broader than required by such contract or agreement, and in, no event broader than that described by the applicable paragraph A. through I. below, Any coverage granted by this endiorsement shall apply only to the extent permissible by law. A. Controlling Interest Any person or organization with a controlling lntorest in a Named Insured, but only with respect to such person or organization's liabitity for bodily injury, property damage or personal and advertising injury arising out of-, 1. such person ororganization'sfinancial control of a Named Insured; or 2. premises such person or organization owns, maintains or controts while a Named Insured leases or occupies such premises; provided that the coverage granted by this paragraph, does not apply to structural alterations, new construction, or demolition operations performed by, on behalf of, or for such additional insured, A co-owner of a premises co -owned by a Named Insured and covered under this insurance but only with respect to such co -owner's liability for bodily injury, property damage or personal and advertising injury as co-owner of such prernises. An architect, engineer or surveyor engaged by the Named Insured, but only with respect to liability for bodily injury, property damage or personal and advertising 'injury caused in whole or in part by the Named Insured's acts or ornissions, or the acts or onnisslons of those acting on the Named Insured's behalf: a. in connection with the Named Insured's premise% or b, in the performance of the Named Insured's ongoing operations, But the coverage hereby granted to such additional insureds does not apply to bodily injury, property damage or personal and advertising injury arising out of the rendering of or failure to render any professional services by, on behalf of, or for the Named Insured, including but not lim4ecl to: CNA74858XX (1-15) Page 2 of 18 Capynghk CNA All Rights Reserved. lndudes capyrighted materOl i7,if lrisurance Services Offica,, lee., with Os parmissi&rage 238 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 A A CNA PARAMOUNT' *f I Architects, Enginieers, and Surveyors General Liabilitim Extension Endorsemem 1, the preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or 2. supervisory, inspection, architectural or engineering activities. Any person or organization from whorn a Named Insured leases equipment, but only with: respect to liability for bodily injury, property damage or personal and advertising injury caused, in whole or in: part, by the Named Insured's maintenance, operation or use of such equipment, provided that the occurrence giving rise to such bodily injury, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. Any person, or organization from whom a Named Insured leases, land but only with respect to liability for bodily injIury, property damage or personal and advertising injury arising Out of the ownership, maintenance or use of such land, provided that the occurrence giving rise to such bodily injury,, property damage or the offense giving rise to such personal and advertising injury takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural alterations, new construction or demolition operations performed by, on behalf of, or for Such additional insured. An owner or lessor of premises leased to the Named Insured, or such owner or lessor's real estate manager, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of the ownership, maintenance or use Of Such part of the prennises, leased to the Named Insured, and provided that the occurrence giving rise to such bodily injury or property damage, or the offense giving rise to such personal and advertising injIury, takes place prior to the termination of such lease. The coverage granted by this paragraph does not apply to structural' alterations, new construction or demolIifion operations performed by, on behalf of, or for such additional insured, G. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver of premises, but only with respect to such mortgagee, assignee or receiver's 7�11 liability for bodily injury, property damage or personal and advertising injury arising out of the Named I Pi Insured's ownership, maintenance, or use of a premises by a Named Insured. S, The coverage granted by this paragraph does not apply to structural afterations, new construction or demolition 3 operations, performed by, on behalf of, or for such additional insured. A state or governmental agency or subdivision or political subdivision that has issued a permit or authorization but only with respect to such state or governmental agency or subdivision or political Subdivision's liability for bodily injury, property damage or personal and advertising injury arising out of: 1. the following hazards in connection with premises a Named Insured owns, rents, or controls and to which this insurance applies: aw the existence, maintenance, repair, construction, erection, or removal of advertising signs,, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hois,taway openings, sidewalk vaults, street banners, or decorations and similar exposures; or b. the construction,, erection, or removal of elevators; or c. the ownership, maintenance or use of any elevators covered by this insurance; or CNA74858XX (1'-1 ) Paue 3 of 18 Page 239 of 262 Copyright CNA All Rlghts Reserved, Includes copy6ghteA ma[edal of Insuraace ServirA-s Office, Inc,, with fts permission, Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 i CNA PARAMOUNT' A Architects, Engineers, and Surveyors General Liabilitlk Extension Endo Irm 2. the permitted! or authorized operations performed by a Named Insured or on a Named Insured's behalf. The coverage granted by this paragraph does not apply to: a. Bodily injury, property damage or personal and advertising injury arising out of operations performed for the state or governmental agency or subdivision or political subdivision; or With respect to this provision's requirement that additional insured status must be requested under a written contract or agreement, the Insurer will treat as a written contract any governmental permit that requires the Named Insured to add the governmental entity as an additional insured. 1, With respect to a Named Insured's participation, in a trade show event as, an exhibitor, presenter or displayer, any person or organization whom the Named Insured is required to include as an additional insured, but only with respect to such, person or organization's liability for bodily injury, property damage or personal and advertising injury caused by� a. the Named Insured's acts or ornissiow or b, the acts or ornissions of those acting on the Named Insured's behalf, in the: performance of the Named Insured's ongoing operations at the trade show event premises during the trade, show event, 2, The coverage granted by this paragraph does not apply to bodily injury or property damage irlClUded within the products -completed operations hazard. The Other Insurance Condition, in the COMMERCIAL GENERAL LIABILITY CONDITIONS Section is amended to add the following paragraph: If the Named Insured has agreed!, in writing in a contract or agreement that this insurance is primary and non- contributory relative to an additional ilnisured's own insurance, then this insurance is primary, and the Insurer will not seek contribution frorn that other insurance. For the purpose of this Provision 2., the additional insured's own insurance rneans insurance on which the additional insured is a narned insured. Otherwise, and notwithstanding anything to the contrary elsewhere in this Conclibon, the insurance provided to such person or organization is excess of any other insurance available to suich person, or organization. When an additional' insured is added by this or any other endorsement attached to this Coverage Part, WHO IS AN, INSURED is amended to make the following natural persons Insureds. If the additional insured is: a. An individual', then his or her spouse is an Insured; b. A partnership or joint venture, then its partners, members and their spouses are Insureds; c. A limited liability company, then its members and managers are Insureds; or d. An organization other than a partnership, joint venture or limited liability company, then its executive officers, dlirectors and shareholders are Insureds; CNA74858XX (1 -15) Page 4 of 18 Capynghk CNA All Rights Reserved. lndudes capyrighted materOl i7,if lrisurance Services Offlca,, lue., with Os parmissi&rage 240 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 LCNA PARAMOUNT' of A Architects, Engineer's and Surveyors General Liabillit Extension Endorseme A but only with respect to locations and operations covered by the additional insured endorsement's provisions,, and only with respect to their respective roles within their organizations. Please see the ESTATES, LEGAL REPRESENTATIVES, AND SPOUSES provision of this endorsement for additional coverage and restrictions applicable to spouses of natural person Insureds. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions, is amended to add the following additional' exception, to the exclusion entitled Aircraft, Auto or Watercraft: This exclusion does not apply to: Any watercraft owned by the Named Insured that is less than 30 feet long while being used in the course of the Named Insured's inspection or surveying work. Under DEFINITIONS, the definition of bodily injury is deleted and replaced by the following: Bodily injury means physical injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury Sustained by that person at any time which results as, a consequence of the physical injury, sickness or disease. Under CONDITIONS, the condition entitled! Duties in The Event of Occurrence, Offense, Claim or Suit is amended to add the following provisions; The Named Insured must give the lnsurer or the Insurer's alLithorized representative notice of an occurrence, offense or claim only when the occurrence, offense or claim is known to a natural person Named Insured, to a partner, executive officer, manager or member of a Named Insured, or to an employee designated by any of the above to give such notice. m B. NOTICE OF OCCURRENCE The Named Insured's rights under this Coverage Part will not be prejudiced if the Named Insured fails to give 8 I the Insurer notice of an occurrence, offense or claim and that failure is solely due, to the Named Insured's 21 reasonable belief that the bodily injury or property damage is not covered Under, this Coverage Part, However, the Named Insured shall give written notice of such occurrence, offense or claim to the Insurer as soon as the Named Insured is aware that this insurance may apply to such occurrence, offense or claim, 7. BROAD NAMED, INSURED WHO IS AN IN is amended to delete its Paragraph 3. in its entirety and replace it with the following: 3. Pursuant to the limitations described in Paragraph 4. below, any organization in which, a Named Insured has management control: a. on the effective date of this Coverage Part; or b. by reason of a Named Insured creating or acquiring the organization during the policy, period, qualifies as a Named Insured, provided that there is no other similar liability insurance, whether primary, contributory, excess, contingent or otherwise, which provides coverage to such organization, or which would have CNA74858XX (1-15) Paste 5 of 18 Page 241 of 262 Copyright CNN Ali Rlghts Rleserved, Includes copy6ghteA ma[edal of nnsuraace ServirA-s Office, Inc,, with fts permission , Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 i CNA PARAMOUNT' Architects, Engineers, and Surveyors General Liabilit Extension Endo 11; provided coverage but for the exhaustion of its limit, and without regard to whether its coverage is broader or narrower than that provided by this insurance. BLIt this, BROAD NAMED INSURED, provision does not apply to: (a) any partnership, limited liability COMPany or joint venture; or (b) any organization for wNch covera,ge is excI ided by another endorsement attached to this Coverage Part. For the purpose of this provisilon, management control means: A, owning interests representing more than, 50% of the voting, app6ntrnent or designation power for the selection of a majority of the Board of Directors of a corporation; or B, having the right, pursuant to a written trust agreement, to protect, control the use of, encumber or transfer or sell property held by a trust. 4. With respect to organizations which qualify as Named Insureds by virtue of Paragraph, 3. above, this insurance does not apply to: a, bodily injury or property damage that first occurred prior to the date of management control, or that first occurs after managernent control ceases; nor b, personal or advertising injury caused by an offense that first occurred prior to the date of management control or that first occurs after management control ceases. 5. The insurance prov,iided by this Coverage Part applies to Named Insureds when trading under their own names or under such other trading names or doing -business -as names (dba) as any Named Insured should choose to employ. With respect to operations performed'! within 50 feet of railroad property, the definition of insured contract is replaced by the following: Insured Contract means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire to premises while rented to a Named Insured or temporarily occuipied by a Named Insured you with permission of the owner is not an insured contract; b. A sidetrack agreement; c. Any easemienit or license agreement; & An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreen,iento f. That part of any other contract or agreement pertaining to the Named Insured's business (incliulding an indemnification of a municipality in connection, with work performed for a municipallty) Under which the Named Insured assumes the tort liability of another party to pay for bodily injury or property damage to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f» does not include that part of any contract or agreement: CNA74858XX (1 -15) Page 6 of 18 Capynghk CNA All Rights Reserved. includes capyrighted materOl i7,if lrisurance Services Office, Ire., air b N parmissi&rage 242 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 r- I A CNA PARAMOUNT' L*f A Architects, Enginieers, and Surveyors General Liabilitffl I Extensi�on, Endorsemem (1) That indernnifies, an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions,, reports, surveys, field orders, change orders, or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; (2) Under which the Insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arisinig out of the insUred's rendering or failure to render professional services, including those listed ill (1) ,above and!, supervisory, inspection, architectural or enghieerkig activities. The estates, executors, heirs,, legall representatives, administrators, trustees, beneficiaries and spouses of any natural person Insured or living trust shall also be insured under this policy, provided, however, coverage is afforded to such estates, executors, heirs, legal representatives, administrators, trl.Jstees, beneficiaries and!, spouses only for claims arising solely out of their capacity or status as such ands, in the case of a spouse, where such claim seeks damages from rnaritali community property, jointly held property or Property transferred from such natural! person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legal representative, or spouse outside the scope of such person's capacity or status as Such, provided',, however, that tile spouse of a natural person, Named Insured, and the spouses of mernbers or partners of joint venture or partnership Named Insureds are Insureds with respect to such spouses' acts, errors or ornissions, in the conduct of the Named Insured's business. 10. EXPECTED OR INTENDED INJURY — EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: Expected or Intended Injury Bodily Injury or property damage expected or intended front the standpoint of the Insured. This exclusion does not 15 apply to bodily injury or property damage resulting from the use of reasonable force to protect persons or, property. 111. GENERAL AGGREGATE LIMITS OF INSURANCE - PER LOCATION A. A separate Location General Aggregate Lirnft, equal to the amount of the General Aggregate Limit, is the most the Insurer will pay for the sure of: I � All, damages under Coverage A, except damages, because of bodily injury or property dama�ge included in the products, -completed operations hazard; and 2A All medical expenses under Coverage C, that arise from occurrences or accidents which can be attributed solely to ongoing operations at that location. Such, payments, shall not reduce the General Aggregate Limit shown in the Declarations, nor the Location General Aggregate Limit of any other location. B. All: 1. Damages under Coverage 8, regardless of the number of locations involved; CNA74858XX (1'-15) Page 7 of 18 Page 243 of 262 Copyright CNA All Rlghts R�eserved, Includes copy6ghteA ma[edal of mnsuraace ServirA-s Office, Inc,, with fts permission, Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 i A CNA PARAMOUNT' A M� Architects, Enginieersi and Surveyors General Liabilit7k] Extension EndorsemeA 2. Damages under Coverage A, caused by occurrences which cannot be attributed solely to ongoing oplerations at a single location, except damages because of bodilly injury or property dam;1ge included! in the products-c:ompleted operations hazard; and 3, M�edicall expenses under Coverage C caused by accidents which cannot be attriibuted solely to ongoing operations at a single location, will reduce the General Aggregate Limit shown in the Declarations. C, For the purpose of this GENERAL AGGREGATE LIMITS OF INSURANCE - PER LOCATION Provision, "location" means: 1, a premises the' amed Insured owns or rents-, or 2, a premises not owned or rented by any Named Insured at which the Named Insured is performing operations pursuant to a contract or written agreement. If operations at such a location have been discontinued and then restarted, or if the authorized parties deviate frorn plans, blueprints, designs, specifications or timetables, the location will still be deemed to be the same location. For the purpose of determining the applicable aggregate limit of insurance, premises involving the same or connecting lots,, or premises whose connection is interruptedl only by a street, roadway, waterway or fight -of -way of a railroad shall be considered a single location, D. The limits shown in the Declarations for Each Occurrence, for Damage To Prernises Rented To You and for Medical Expense continue to apply, but will be subject to either the Location General' Aggregate Limit or the General Aggregate Limit, depending on whether the occurrence, can be attributed solely to ongoing operations at a particular location. E. When coverage for liability arising out of the products -completed operations hazard is provided, any payments for damages because of bodily injury or property damage included in the products -completed operations hazard, regardless, of the flUmber of locations involved, will reduce the Products -Completed Operations Aggregate Limit shown in the Declarations. F. The provisions of LIMITS OF INSURANCE not otherwise modified by this GENERAL AGGREGATE LIMIITSuwi INSURANCE - PER LOCATION Provision shall continue to apply as stipulated. A quasi in rem action against any vessel owned! or operated by or for the Named Insured, or chartered by or for the Named Insured, will be treated in the same manner as though the action, were in personiam against the Named Insured. Solely with respect to bodily injury that arises out of a health care incident: A. Under COVERAGES, Coverage A — Bodily Injury And Property Damage Liability, the Insuring Agreement is amended to replace Paragraphs 1.b,(1) and 1.b.(2) with the following: b. This insurance applies to bodily Injury provided that the professional health care services are incidental to the Named Insured's, prirnary blisiness purpose, and only if: �1) such bodily injury is caused by an occurrence that takes place in the coverage territory. (2) the bodily injury first occurs during the policy period. All bodily injury arising from an occurrence will be deemed to have occurred) at the time of the first act, error, or omission, that is part of the occurrence; and CNA74858XX 41 -15) bare 8 of 18 Capynghk CNA All Rights Reserved. lndudes capyrighted materOl i7,if lrisurance Services Offica,, lie., with Os parmissi&rage 244 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 [�ik T, CNA PARAMOUNT' Architects, Engineers, and Surveyors, General Liabilitn Extension Endorserr, rM B. Under COVERAGES, Coverage A — Bodily Injury And Property Damage, Liability, t�he paragraph entitled Exclusions is amended to: L add the following to the Employers Liability exclusion: This exclusion applies only if the bodily injury arising from a health care incident is covered by other liability insurance available to the Insured (or which would have been, available but for exhaustion of its limits). ii, delete the exclusion entitled Contractual Liability and replace it with the following: This insurance does not apply to: Contractual Liability the Insured's aCtUal or alleged liability under any oral or written contract or agreernent, including but not limited to express warranties or guarantees. iii. to add the following additional exclusions: This insurance does not apply to: Discrimination ,any actual or alleged discrimination, humiliation or harassment, including but not be limited to claims based on an individual's race, creed, color, age, gender, national crigin, religion, disability, marital status or sexual orientation. Dishonesty or Crime Any, actual or alleged dishonest, criminal or malicious act, error or omission. Medicareffledicaid Fraud ,any actual or alleged violation of law with respect to, Medicare, Medicaid, Tricare or any similar federal state or local governmentat program. Ell Services Excluded by Endorsement Any health care incident for which coverage is excl'ud!ed by endorsement. C. DEFINITIONS is amended to: L add the following definitions: Health care incident, rneans an act, error or ornission by the Named Insured's employees or volunteer workers in the rendering of: as professional health care services on behalf of the Named Insured or b. Good Samaritan services rendered in an emergency and for which no paywient is demanded or received, Professional health care services means any health care services or the related furnishing of food, beverages, medical supplies or appliances by the following providers in their capacity as such but s,ollely to the extent they are duly licensed as required: a. Physicianti CNA74858XX (1-15) Page 9 of 18 Page 245 of 262 Copyright CNA All Rlghts Reserved, Includes copy6ghteA ma[edal of ins uraace ServirA-s Office, Inc,, with its permission , Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 i CNA PARAMOUNT' A Architects, Engineers and Surveyors General LiabilitMk Extension Endorsemem b. Nurse; c. Nurse practitioner; cl� Emergency medical! technician,-, e. Paramedic; C Dentist; g. Physical therapist; h,, Psychologist; L Speech therapist; j, Other allied health professional; or Professional health care services does not include any services rendered in connection with, human clinical trials or product testing. H. delete the definition of occurrence and replace it with the following: Occurrence means a health care incident. It acts, errors or omissions that are logically connected by any common fact, circumstance, situation, transaction, event, advice or decision will be considered to constitute a single occurrence; iii. arriend the definition of Insured to: a. add the following: the Named Insured's employees are Insureds, with: respect to: (1) bodily injury to a co -employee while in the course of the co-employee"s employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to a volunteer worker while performing duties related to the conduct of the Named Insured's business; when, such bodily injury arises out of a health care incident. the Named Insured's volunteer workers are Insureds with respect to:. bodily injiury to a co -volunteer worker while performing duties related to the conduct of the Named Insured's business; and (2) bodily injury to an employee while in the course of the empiloyee's, employment by the Named Insured or while performing duties related to the conduct of the Named Insured's business, when such bodily injury arises out of a health care incident, 17 1 11 1 1 i I I I I i , I � I I i I iii ii i D. The Other Insurance condition is arnencled to delete Paragraph b,(1) in its entirety and, replace it with the following: Other Insurance CNA74858XX (1-15) PaQe 10 of 18 Capynghk CNA All Rights Reserved. lndudes capyrighted materOl i7,if lrisurance Services Offica,, lue., with Os parmissi&rage 246 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 (�A ILI Architects, Enginieers, and Surveyors General Liabilitffl I Extension Endorsemem b. Excess Insurance (1) To the extent this insurance applies, it is excess over any other insurance, self insurance or risk transfer instrument, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by the Named Insured to be excess of this coverage. MEMMMM If the Named Insured was a joint venturer, partner, or member of a limited liability company and such joint venture, partnership or limited liability cornpany terminated prior to or during the policy period, such Named Insured is an Insured with respect to its interest In such joint venture, partnership or lirnited liability company but only to the extent that: a,, any offense giving rise to personal and advertising injury occurred prior to such termination date, and the personal and advertising injury arising oult of such offense, first occurredl after such termination date; b. the bodily injury or property damage first Occurred after SLACII termination date; and! c. there is no other valid and collectible insurance purchased specifically to insure the partnership, joint venture or limited liability company. If the joIinit venture, partnership or limited liability company is or was insured under a consolidated (wrap-upI) I I insurance program, then such insurance will always be considered valid and collectible for the purpose of paragraph c. above. But this provision will not serve to exclude bodily Fri property damage or personail and advertising injury that wouild otherwise, be covered under the Archiltects, Englineers And Surveyors Genil 11 Liability Extension Endorsement provision entitled WRAP-UP EXTENSION: OCIP, CCIP, OR I CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS. Please see that provision for the definition of consolidated (wrap-up) insurance program. B. Participation In Current Professional Joint Ventures The following is added to WHO IS AN INSURED: The Named Insured is also an Insured for participation in a Current joint venture that is not named on the Declarations, but only if such joint venture meets all of the following criteria, aw Each and every one of the Named Insured's co-venturiers are architectural, engineering or surveying firms only; and b, There is no other valid and collectible insurance purchased specifically to insure the joint'venture. However, the Named Insured is an Insured only for the conduct of such Named Insured's business within such a joint venture. The Named Insured is not insured for liability arising out of the acts or omissions of other co - venturers, nor of their partners, members or employees. C. WHO IS AN, INSURED is amended to delete its last paragraph and replace it with the following, Except as provided under this Architects, Engineers And Surveyors General Liability Extension Endors,emenit or by the attachment of another endorsement (if any), no person or organization is an Insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured in the Declarations, CNA74858IXX (1-15) Page 11 of IS Page 247 of 262 Copyright CNA All Rlights Reserved, Includes copy6ghteA ma[edal of Insuraace ServirA-s Office, Inc,, with fts permission, Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 CNA PARAMOUNT A Architects, Enginieersi and Surveyors General Liabilitk Extension Endo I 15. LEGAL LIABILITY — DAMAGE TO PREMISES / ALIENATED PREMISES I PROPERTY' IN THE NAMED INSURED'S CARE, CUSTODY OR CONTROL A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage, Liability, the paragraph entitled Exclusions is amended to delete exclusion, j. Damage to Property in its entirety and replace it with, the following: This insurance does not apply to- M0EMZM3MW= W E3, = = w (1) Property the Named Insured owns, rents, or occupies, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property-, (2) Premises the Named Insured sells, gives, away or abandons, if the property damage arises out of any part of those premises„ (3) Property loaned to the Named Insured-, (4) Personal property in the care, custody or control of the Insured; (5) That particular part of real property on which the Named Insured or any contractors or subcontractors working directly or indirectly on the Named Insured's, behalf are performing operations, if the property damage arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because your work was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to property damage (other than damage by fire), to prernises rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, nor to the contents of premises rented to the Named Insured for a period of 7 or fewer consecutive days. A separate lir nit of insurance applies to Damage To Premises Rented To You as described in LIMITS OF INSURANCE. Paragraph (2) of this exclusion does not apply if the premises are your work, Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph (6) of this exclusion does, not apply to property damage included in the products -completed operations hazard, Paragraphs (3) and (4) of this exclusion do not apply to property damage to,. i. tools, or equipment the Named Insured borrows from others, nor ii. other personal property of others in the Named Insured's care, custody or control while being used 41 the Named Insured's operations away from any Named Insured's premises, However, the coverage granted by this exception to Paragraphs (3) and (4) does not apply to: a. property at a job site awaiting or during Such property's installation, fabrication, or erection; b, property that is mobile equipment [easedl by an Insured;, CNA74858XX (1 -15) Paqe 12 of 18 Capynghk CNA All Rights Reserved. lndudes capyrighted materOl i7,if lrisurance Services Offica,, mdth N parmissi&rage 248 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 (�A Architects, Engineers and Surveyors General Liabilitn i Extension Endiorse� rM c. property that is an auto, aircraft or watercraft; d. property in transit; or e. any portion of property damage for which the Insured has available other valid and collectible insurance, or would have such iinsuanrance but for exhaustion of its limits, or but for application of one of its exclusions. A separal:e linnit of insurance and deductible apply to such, property of others., See LIMITS OF INSURANCE as, amended below. B. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete its last paragraph and replace it with the following: Exclusions c., through n. do not apply to damage by fire to premises while rented to a Named Insured or temporarily occupied by a Named Insured with permission of the owner, nor to damage to the contents of premises, rented to a Named Insured for a period of 7 or fewer consecu!tiive days. A separate limit of insurance applies to this coverage as described in LIMITS OF INSURANCE. C. The following paragraph is added to LIMITS OF INSURANCE: Subject to 5. above, $251,000 is the most the Insurer wilil pay under Coverage A for damages arising out of any one occurrence because of the sum of all property damage to borrowed tools or equipment, and to other personal property of others in the Named fritsured's care, custody or control, while being used in the Named Insured's operations away from any Named Insured"s premises, The Insurer's obligiation, to pay Such property damage does not apply until the arnClUnt Of such property damage exceeds $1,01010, The Insurer has the right but not the duty to pay any portion of this $1,000 in order to effect settlement. if the Insurer exercises that right, the Named Insured will promptly reimburse the Insurer for any such amount. D, Paragraph 6., Damage To Prennises, Rented To You Limit, of LIMITS OF INSURANCE is deleted and replaced by the following: 6. Subject to Paragraph 5, above, (thee Each Occurrence Limit), the Damage To Premises Rented To You Limit is the most the Insurer will pay under Coverage A for damages because of property damage, to any one premises while rented to the Named Insured or temporarily occupied by the Named Insured with the permission of the owner, including contents Of Such prernises, rented to the Named Insured for a period of 7 or fewer consecutive days. The Damage To Premises Rented To YOU Limit is the greater of: a. $500,0iOiO, or li Paragraph 41.b.(1)(a)(h), of the Other Insurance Condition is deleted and replaced! by the following: (ii) That is property insurance for premises rented to the Named Insured, for premises temporarily occupied by the Named Insured with the permission of the owner; or for personal property of others in the Named Insured's care, custody or control; Under COVERAGES, Coverage A — Bodilly Injury and Property Damage Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Liquor Liability. This LIQUOR LIABILITY Provision does not apply to any person or organization who otherwise qualifies, as an additional insured on this Coverage Part. CNA74858iXX (11-15) Page 13 of -18 Page 249 of 262 Copyright CNA All Rifights Reserved, Includes copy6ghteA ma[edal of insuran,ce ServirA-s Office, Inc,, with its permission, Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 i A CNA PARAMOUNT' A M� Architects, Engineers and Surveyors General LiabilitMk Extension Endorsemem A. LIMITS OF INSURANCE is amended to delete Paragraph 7. (the Medical! Expense Lirni't) and replace it with the following: 7. Subject to Paragraph 5, above (thee Each Occurrence Limit), the Medical! Expense Limit is the most the Insurer will pay under Coverage C for alll medical expenses because of bodily injury sustained by any one person. The Medical Expense Limit is the greater of: (1) $15,000 unless a different amount is shown here: N ,NNN,NVN N,N NNl or (2) the amount shown, in the Declarations for Medical Expense Limit. 13, Under- COVERAGES, the Insuring Agreement of Coverage C — Medical, Payments, is amended to replace Paragraph 1 � a.(3)(b) with, the following" (b) The expenses are inCUrred and reported to the Insurer within three years of the date of the accidents and Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended as follows - The eXCIUsion, entitled Aircraft, Auto or Watercraft is amended to add the following: This exclusion does not apply to an aircraft not owned by any Named Insured, provided that: 1. the pilot in command holds a currently effective certificate issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; 2. the aircraft is rented with a trained, paid crew to the Named Insured-, and 3,. the aircraft is not being used to carry persons or property for a charge, Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions, is amended to delete subparagraph (2) of the exclusion entitled Aircraft, Auto or Watercraft, and replace it with the following. This exclusion does not apply to: (2) a watercraft that is not owned by any Named Insured, provided the watercraft is: (a) less than 75 feet long; and (b) not being used to carry persons or property for a charge. A. Under DEFINITIONS, the definition, of personal and advertising injury is amended to add the following tort: Discrimination or humiliation, that results, in injury to the feelings or reputation of a natural person. B. Under COVERAGES, Coverage B — Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to: 1, delete the, Exclusion entitled Knowing Violation Of Rights, Of Another and replace it with! the following, CNA74858XX (1-15) Pare 14 of 18 Capynghk CNA All Rights Reserved. lndudes capyrighted materOl i7,if lrisurance Services Offica,, lie., with Os parmissi&rage 250 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 CNA PARAMOUNT' Architects, Engineers and Surveyors General Liability I Extension Endorsement This insurance does not apply to: Knowing Violation of Rights of Another Personal and advertising injury caused by or at the direction of the Insured with the knowledge that the act would violate the rights of another and would inflict personal and advertising injury. This excllusion shalt not apply to discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discriminlafion or humiliation is not done intentionally by or at the direction of: (a) the Named Insured; or (b), any executive officer, director, stockholder, partner, member or manager (if the Named Insured is a limited liability company) of the Named Insured. Z add the following exclusions: This insurance does not apply to: Employment Related Discrimination discrimination or humiliation directly or indirectly related to the employment, prospective employment, past employment or termination, of employment of any person by any Insured. Prernises Related Discrimination discrimination or humiliation wising out of the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any roorn, dwelling or premises by or at the direction of any Insured, Notwithstanding the above, there is no coverage for fines or penalties levied or imposed by a governmental entity because of discrimination. The coverage provlded by this PERSONAL AND, ADVERTISING INJURY —DISCRIMINATION OR HUMILIATION Provision does not apply to any person or organization whose status as an Insuired derives solely from Provision 1. ADDITIONAL INSURED of this endorsement, or attachment of an additional insured endorsement to this Coverage Part, 21 21. PERSONAL AND ADVERTISING, INJURY - CONTRACTUAL LIABILITY A. Under COVERAGES, Coverage B —Personal and Advertising Injury Liability, the paragraph entitled Exclusions is amended to delete the exclusion entitled Contractual Liability. B. Solely for the purpose of the coverage provided by this PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY provisions, the following changes are made to the section entitled SUPPLEMENTARY PAYMENTS — COVERAGES A AND B 1, Paragraph 2.d. is replaced by the following: d. The allegations, in, the suit and the information the Insurer knows, about the offense alleged in such suit are such that no conflict appears to exist between the, interests of the Insured and the interests, of the indemnitee; 2, The first unnumbered paragraph beneath Paragraph 2.f,(2)(b) is deleted and replaced by the following: So long as the above conditions are met, attorney's fees incurred by the Insurer in the defense of that indemnitee, necessary litigation expenses incurred by the Insurer, and necessary litigation expenses incurred CNA74858XX (1!-15) )age 15 of 18 Page 251 of 262 Copyhght CNA All Rlghts R�eserved, Includes copy6ghteA ma[edal of insuraace ServirA-s Office, Inc,, with its permission , Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 i CNA PARAMOUNT' Architects, Engineers and Surveyors General Liabilit Extension Endorsemerl; by the indernnitee at the Insurer's request will be paid as defense costs. Such payments will not be deemed to be damages for personal anid advertising injury and will not reduce the limits of insurance, C. This PERSONAL AND ADVERTISING INJURY - LIMITED CONTRACTUAL LIABILITY' Provision does riot ap if Coverage B —Personal and Advertising Injury Liability is excluded by another endorsement attachi,ed to t] Coverage Part. I This PERSONAL AND ADVERTISING INJURY - CONTRACTUAL LIABILITY Provision does not apply to any person or organization who otherwise qualifies as an additional !insured on this Coverage Part. A. Under COVERAGES, Coverage A — Bodily Injury and Property Damage Liability, the paragraph entitled Exclusions is amended such that the Damage to Your product Exclusion and subparagraphs (3), (4) and (6) of the Damage to Property Exclusion do not apply to property darnage that results from the use of elevators. B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE — ELEVATORS Provision, the Other Insurance condiflons is arnended to add the following paragraph;. This insurance is excess over any of the other insurance, whether (primary, excess, contingent or on any other basis ffiat is Property insurance covering property of others damaged from the use of elevators. WHO IS INSURED is amended to include as Insureds natural persons who are retired partners, members, directors or employees,, but only for bodily injury, property damage or personal and advertising injury that results frown services performed for the Named Insured under the Named Insured's direct supervision,. Alli limitations that apply to employees and vollunteer workers also apply to anyone qualifying as an, Insured under this Provision, A. Paragraph I b. is amended to delete the $250 firnit shown for the cost of bail blonds and replace it with a $5,0100t . limit; and B. Paragraph l,d, is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a $1,00tl. firnit. If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the Named Insured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to ,add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because of pay,mients, the Insurer makes for injury or darnage arising out of: 1 . the Named Insureds ongoing operations; or 2�. your work included in the products -completed operations hazard, However, this waiver applies only when the Named Insured has agreed in writings to waive such rights of recovery in a written contract or written agreement, and only if such contract or agreement: CNA74858XX (1-15) Page 16 of 18 Capynighk CNA All Rights Reserved. includes capyrighlied maternal i7,if insurance Services Offica,, lie., with ilis parmissi&rage 252 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 CNA PARAMOUNT' i Architects, Enginieers, and Surveyors General Liability Extension Endorsement 1. is in effect or becornes effective during the term of this Coverage Part,; and 2. was executed prior to the bodily injury, property damage, or personal and advertising injury giving rise to the claim. 27, WRAP-UP EXTENSION. OCIP, CLIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS Note., The following provision does not apply to any public construction project in, the state of Oklahoma, nor to any construction project in the state of Alaska, that is not permitted to be insured under a consolidated (wrap-up) insurance program by applicable state statiLlte or regulation. If the endorsement EXCLUSION — CONSTRUCTION WRAP-UP is attachied to this policy, or another exclusionary endorsement pertaining to Owner Controlled Insurance Programs, (O.C.1,P.) or Contractor Controlled Insurance Programs (C.C.I.P.) is attached, them the following changes apply: A. The following wording is added to the above -referenced endorsernent- With respect to a consolidated (wrap-up) insurance program project in which the Named Insured is or was involved, this exclusion does not apply to those sums the Narined Insured become legally obligated to pay as damages becauise of: 1Bodily injury, property damage, or personal or advertising injury that occurs during the Named Insured's ongoing operations at the project, or duringi such operations of anyone acting on the Named Insured's behalf; nor 2. Bodily injury or property damage included! within the products -completed operations hazard that arises out of those portions of the project that are not residential structures. B. Condition 4. Other Insurance is amended to add the following subparagraph 4.b,(1)(c): This insurance is excess over: (c) Any of the other insurance whether primary, excess, contingent or any other basiis that is insurance available to the Named Insured as a result of the Named Insured being a participant in a consolidated (wrap-up,) insurance Program, but only as respects the Named Insured's involvement in that consolidated (wrap-up) insurance program. C DEFINITIONS is amended to add the following definitions: Consolidated (wrap-up) insurance program rneans a construcfion, erection or demolition project for which the 3 17 1�1 prime contractor/project manager or owner of the construction project has secured general liability insurance Ell covering some or all of the contractors or subcontractors involved in, the project, such as an Owner Controlled Insurance Program (O.C.I.P.) or Contractor Controlled lnsurance Program (C.C.1,R). Residential structure means any structure where 30% or more of the square foot area is used or is intended to be used for hurnan residency, including but not limited to: 1, single or multifamily housing, apartments, condominiums, townhouses, co-operatives, or planned unit developments; and Z the common areas and structures appurtenant to the structures in! paragraph 1, (including pools, hot tubs, detached garages, guest houses or any similar structures). However, when there is no individual ownership of units, residential structure does not include military housing:, college/university housing or dormitories, long term care facil�ities, hotels or motels. Residential structure also does not include hospitals, or prisons. CNA74858XX (1!-15) Page 17 of IS Page 253 of 262 Copyhight CNA All Rifights Rleserved, Includes copy6ghteA ma[edal of ansuraace ServirA-s Office, Inc,, with ins permission, Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 14,J —Am� CNIIA PARAMOUNT' Architects, Enginieersi and Surveyors General LiabiliC Extension En,doi I MIMAW 116-MMAS Ir 11 1A g I g All other terms andl conditions of the Policy rernain Unchanged. This, endorsement, which forms etaart of and is for allacliment to the Policy issued by the designated Insurers, takes effect on the effective date of sand Policy at the hour stated in said Policy, unless another effective date is shown bellow, and expires concurrently with, said Policy. CNA74858XX (111-15) parie 18 of 18 ('k,)pyPqht GNA Aft Rights keservedL Ondud�s capyiighked mateOalof nnsurarbce Sendoes ('9ce, Im,, "Oh Ns perrnissJnage 254 of 262 Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 VV01 / UJJ7U Business Auto Policy THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM I. LIABILTY COVERAGE A. Who Is An Insured The following is added to SECTION II, Paragraph A.1., Who Is An Insured: 1. a. Any incorporated entity of which the Named Insured owns a majority of the voting stock on the date of inception of this Coverage Form; provided that, b. The insurance afforded by this provision A.1. does not apply to any such entity that is an insured under any other liability policy providing auto coverage. 2. Any organization you newly acquire or form, other than a limited liability company, partnership or joint venture, and over which you maintain majority ownership interest. The insurance afforded by this provision A.2.: a. Is effective on the acquisition or formation date, and is afforded only until the end of the policy period of this Coverage Form, or the next anniversary of its inception date, whichever is earlier. b. Does not apply to: (1) Bodily injury or property damage caused by an accident that occurred before you acquired or formed the organization; or (2) Any such organization that is an insured under any other liability policy providing auto coverage. 3. Any person or organization that you are obligated to provide Insurance where required by a written contract or agreement is an insured, but only with respect to legal responsibility for acts or omissions of a person for whom Liability Coverage is afforded under this policy. 4. An employee of yours is an insured while operating an auto hired or rented under a contract or agreement in that employee's name, with your permission, while performing duties related to the conduct of your business. Policy, as used in this provision A. Who Is An Insured, includes those policies that were in force on the inception date of this Coverage Form but: 1. Which are no longer in force; or 2. Whose limits have been exhausted. B. Bail Bonds and Loss of Earnings SECTION II, Paragraphs A.2.a.(2) and A.2.a.(4) are revised as follows: 1. In a.(2), the limit for the cost of bail bonds is increased from $2,000 to $5,000, and 2. In a.(4), the limit for the loss of earnings is increased from $250 to $500 a day. C. Fellow Employee SECTION II, Paragraph B.5 does not apply. .. ............. .......................... ............. .......................... ............. .......................... ............. .......................... ............. .......................... ........................ Form No: SCA 23 500 D (10-2011) Page: 1 of 5 Underwriting Company: Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 Page 255.of 262 Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 Business Auto Policy Such coverage as is afforded by this provision C. is excess over any other collectible insurance. II. PHYSICAL DAMAGE COVERAGE A. Towing SECTION III. Paragraph A.2., is revised to include Light Trucks up to 10,000 pounds G.V.W. B. Glass Breakage — Hitting A Bird Or Animal — Falling Objects Or Missiles The following is added to SECTION III, Paragraph A.3.: With respect to any covered auto, any deductible shown in the Declarations will not apply to glass breakage if such glass is repaired, in a manner acceptable to us, rather than replaced. C. Transportation Expenses SECTION III, Paragraph A.4.a. is revised, with respect to transportation expense incurred by you, to provide: a. $60 per day, in lieu of $20; subject to b. $1,800 maximum, in lieu of $600. D. Loss of Use Expenses SECTION III, Paragraph A.4.b. is revised, with respect to loss of use expenses incurred by you, to provide: a. $1,000 maximum, in lieu of $600. E. Personal Property The following is added to SECTION III, Paragraph A.4. c. We will pay up to $500 for loss to Personal Property which is: (1) Owned by an insured; and (2) In or on the covered auto. This coverage applies only in the event of a total theft of your covered auto. This insurance is excess over any other collectible insurance and no deductible applies. F. Rental Reimbursement The following is added to SECTION III, Paragraph A.4.: d. We will pay for rental reimbursement expenses incurred by you for the rental of an auto because of loss to a covered auto. Payment applies in addition to the otherwise applicable amount of each coverage you have on a covered auto. No deductibles apply to this coverage. 1. We will pay only for those expenses incurred during the policy period beginning 24 hours after the loss and ending, regardless of the policy's expiration, with the lesser of the following number of days: (a) The number of days reasonably required to repair or replace the covered auto; or, (b) 15 days. 2. Our payment is limited to the lesser of the following amounts: (a) Necessary and actual expenses incurred; or, (b) $25 per day subject to a maximum of $375. ... ............. .......................... ............. .......................... ............. .......................... ............. .......................... ............. .......................... ........................ Form No: SCA 23 500 D (10-2011) Page: 2 of 5 Underwriting Company: Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 Page 256.of 262 Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 Business Auto Policy 3. This coverage does not apply while there are spare or reserve autos available to you for your operations. 4. If loss results from the total theft of a covered auto of the private passenger type, we will pay under this coverage only that amount of your rental reimbursement expenses which is not already provided for under the Physical Damage Coverage Extension. G. Hired "Autos" The following is added to SECTION III. Paragraph A.: 5. Hired Autos If Physical Damage coverage is provided under this policy, and such coverage does not extend to Hired Autos, then Physical Damage coverage is extended to: a. Any covered auto you lease, hire, rent or borrow without a driver; and b. Any covered auto hired or rented by your employee without a driver, under a contract in that individual employee's name, with your permission, while performing duties related to the conduct of your business. c. The most we will pay for any one accident or loss is the actual cash value, cost of repair, cost of replacement or $75,000 whichever is less minus a $500 deductible for each covered auto. No deductible applies to loss caused by fire or lightning. d. The physical damage coverage as is provided by this provision will be limited to the types of physical damage coverage(s) provided on your owned autos. e. Such physical damage coverage for hired autos will: (1) Include loss of use, provided it is the consequence of an accident for which the Named Insured is legally liable, and as a result of which a monetary loss is sustained by the leasing or rental concern. (2) Such coverage as is provided by this provision G.e.(1) will be subject to a limit of $750 per accident. H. Airbag Coverage The following is added to SECTION III, Paragraph 13.3. The accidental discharge of an airbag shall not be considered mechanical breakdown. I. Electronic Equipment SECTION III, Paragraphs B.4.c and B.4.d. are deleted and replaced by the following: c. Physical Damage Coverage on a covered auto also applies to loss to any permanently installed electronic equipment including its antennas and other accessories d. A $100 per occurrence deductible applies to the coverage provided by this provision. J. Diminution In Value The following is added to SECTION III, Paragraph 13.6. Subject to the following, the diminution in value exclusion does not apply to: a. Any covered auto of the private passenger type you lease, hire, rent or borrow, without a driver for a period of 30 days or less, while performing duties related to the conduct of your business; and .. ............. .......................... ............. .......................... ............. .......................... ............. .......................... ............. .......................... ........................ Form No: SCA 23 500 D (10-2011) Page: 3 of 5 Underwriting Company: Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 Page 257.of 262 Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 Business Auto Policy b. Any covered auto of the private passenger type hired or rented by your employee without a driver for a period of 30 days or less, under a contract in that individual employee's name, with your permission, while performing duties related to the conduct of your business. c. Such coverage as is provided by this provision is limited to a diminution in value loss arising directly out of accidental damage and not as a result of the failure to make repairs; faulty or incomplete maintenance or repairs; or the installation of substandard parts. d. The most we will pay for loss to a covered auto in any one accident is the lesser of: (1) $5,000; or (2) 20% of the auto's actual cash value (ACV) III. Drive Other Car Coverage — Executive Officers The following is added to SECTIONS II and III: 1. Any auto you don't own, hire or borrow is a covered auto for Liability Coverage while being used by, and for Physical Damage Coverage while in the care, custody or control of, any of your executive officers, except: a. An auto owned by that executive officer or a member of that person's household; or b. An auto used by that executive officer while working in a business of selling, servicing, repairing or parking autos. Such Liability and/or Physical Damage Coverage as is afforded by this provision will be: (1) Equal to the greatest of those coverages afforded any covered auto; and (2) Excess over any other collectible insurance. 2. For purposes of this provision, executive officer means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document, and, while a resident of the same household, includes that person's spouse. Such executive officers are insureds while using a covered auto described in this provision. IV. BUSINESS AUTO CONDITIONS A. Duties In The Event Of Accident, Claim, Suit Or Loss The following is added to SECTION IV, Paragraph A.2.a. (4) Your employees may know of an accident or loss. This will not mean that you have such knowledge, unless such accident or loss is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. The following is added to SECTION IV, Paragraph A.2.b. (6) Your employees may know of documents received concerning a claim or suit. This will not mean that you have such knowledge, unless receipt of such documents is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. B. Concealment, Misrepresentation or Fraud The following is added to SECTION IV, Paragraph B.2. Your failure to disclose all hazards existing on the date of inception of this Coverage Form shall not prejudice you with respect to the coverage afforded provided such failure or omission is not intentional. C. Policy Period, Coverage Territory SECTION IV, Paragraphs 7.(5).W. is revised to provide: .. ............. .......................... ............. .......................... ............. .......................... ............. .......................... ............. .......................... ........................ Form No: SCA 23 500 D (10-2011) Page: 4 of 5 Underwriting Company: Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 Page 258.of 262 Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 a. 45 days of coverage in lieu of 30 days V. DEFINITIONS SECTION V. Paragraph C. is deleted and replaced by the following: Bodily injury means bodily injury, sickness or disease sustained by a person, including mental anguish, mental injury or death resulting from any of these Form No: SCA 23 500 D (10-2011) Page: 5 of 5 Underwriting Company: Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 POLICY NUMBER",' 6081785398 COMMERCIAL AUTO CA 0,4 44 10 13 THIS ENDORSEMENT CHANGES THE POLICY., PLEASE READ ITCAREFULLY. WAIVER OF TRANSFER OF RIGH 1 TS OF'REiCOVE,RY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies !insurance provided under the following: IA Lei to] M01,11 V lill I as"NOENAN a" With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement, This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured; Endorsement Effective Date: Nalme(s) Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATDIN FOR WHOM OR WHICI-1 YOU ARE REQUIRED BY WRITTEN CONTRACT OR AGREEMENT TO OBTAIN THIS WAIVER FROM US. YOU MUST AGREE TO TKAT REQUIREMENT PRIOR TO DDSS. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organizabon. CA 0,4 44 101 13 Copyright, Insurance Services Office, Inc., 2011 Page 21#44IT2of I Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 iwvviocvu CMAWorkers Compensation And Employers Liability Insurancs We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us. This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule Any Person or Organization on whose behalf you are required to obtain this waiver of our right to recover from under a written contract or agreement. The premium charge for the endorsement is reflected in the Schedule of Operations. All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: WC 00 03 13 (04-1984) 9 Underwriting Company: Transportation Insurance Company, 151 N Franklin St, Chicago, IL 60606 Page 261 of 262 Copyright 1983 National Council on Compensation Insurance. Docusign Envelope ID: B8DCA831-A829-4599-9812-FA30EOCCOD38 o Business Auto Policy Ill����llil��� Ilh.urn���)uuina��ur°�Ioaltil°uric It is understood and agreed that this endorsement amends the BUSINESS AUTO COVERAGE FORM as follows: SCHEDULE Name of Additional InsuredPerson Or Organization AS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT 1. In conformance with paragraph A.1.c. of Who Is An Insured of Section II - LIABILITY COVERAGE, the person or organization scheduled above is an insured under this policy. 2. The insurance afforded to the additional insured under this policy will apply on a primary and non-contributory basis if you have committed it to be so in a written contract or written agreement executed prior to the date of the "accident" for which the additional insured seeks coverage under this policy. All other terms and conditions of the policy remain unchanged This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy. Form No: CNA71527XX (10-2012) Underwriting Company: Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 10 Copyright CNA All Rights Reserved.