INVITATION FOR BIDS (IFB) NUMBER – TCS R3&R4 102-2020 ON-CALL TEMPORARY TRAFFIC CONTROL SERVICES

Introduction: The Colorado Department of Transportation (“CDOT”) through this notice is soliciting bids for providing on-call temporary traffic control services. Successful general contractors selected from this solicitation will be awarded a master task order contract to provide services on an as-required basis. This solicitation allows for award of multiple master task order contracts through a two-step competitive bid process.

Solicitation and Award Schedule: IFB advertisement Pre-bid conference (ONLINE) Question submission deadline Step 1 & Step 2 Proposals due IFB results announced Award of master task order contract

June 18, 2020 June 30, 2020 July 10, 2020 July 22, 2020 August 6, 2020 August 20, 2020

The Pre-bid conference is scheduled for June 30, 2020, from 9:00 AM to 10:00 PM. The meeting will be held online. For security and privacy reasons, entities who wish to attend the Pre-Bid Conference must email Benjamin Acimovic at benjamin.acimovic@state.co.us by 9 AM on June 30, 2020, to receive the online meeting details.

CDOT Points of Contact: For solicitation notice process questions/submittal requirements, please contact Rocky Matson, Contract Administrator by phone at 303-757-9415 or by email at rocky.matson@state.co.us

For project scope of work technical related questions, please contact Benjamin Acimovic, PE, Project Manager by phone at 303-512-5530 or by email at benjamin.acimovic@state.co.us

Note: The cut-off deadline for submission of questions regarding any of the requirements of this solicitation is July 10, 2020, at 4:00 PM MST. Questions submitted after the cut off deadline will not be answered. Answers to questions will be posted on the CDOT Schedule Bid Openings web page at https://www.codot.gov/business/bidding/future-bidding-opportunities.

Project Scope of Work Overview: The work consists of providing traffic control services for select CDOT projects through an on-call task order award contracting process. The performance of the work will be in CDOT Regions 3 & 4 at various locations throughout the state on an as-required basis with specific work requirements and locations in task order awards. The general scope of work requirements and example scenarios can be found under Attachment – 1 of this solicitation.

Solicitation Process: The solicitation of the services will be completed through a two-step competitive bid process where bidders/general contractors who are prequalified under the first step have their price bid offers considered for award under the second step. The solicitation of the services, evaluation, and award of the contracts, and administration of the contracts shall be done in accordance with CDOT's current Bidding Rules and the Standard Specifications for Road and Bridge Construction Manual. In order to be eligible to submit a proposal on this project, interested Contractors must comply with all the requirements and steps identified in this IFB.

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Step 1 – The prequalification process for this IFB consists of two parts identified below.

Under the first part, Contractors must be prequalified for a bidding level of $1 Million pursuant to CDOT’s Bidding Rules prior to the due date for submission of proposals identified in this IFB. Contractors not currently prequalified as prime general contractors must successfully complete a prequalification application through CDOT’s B2G system. The web links for CDOT’s Bidding Rules and the B2G System are provided below:

Bidding Rules: https://www.codot.gov/business/bidding/documents/rules-governing-construction- bidding-2-ccr-601-10

B2G System: https://cdot.dbesystem.com/

Under the second part, Contractors must complete and return their prequalification proposal per the requirements identified in Attachment – 2 of this IFB. The evaluation of prequalification proposals will be done using the rating scale below for each of the prequalification criteria identified in Attachment – 2 of this IFB.

Rating Scale for Prequalification Technical Evaluation Criteria Numeric Rating Adjective Description 1 Unacceptable Fails to meet minimum requirements; major deficiencies that

are not correctable. 2 Poor Fails to meet requirements, significant deficiencies that may be

correctable. 3 Acceptable Meets requirements; only minor deficiencies which can be

clarified. 4 Good Meets requirements and exceeds some requirements; no

deficiencies. 5 Excellent Exceeds most, if not all, requirements; no deficiencies.

The CDOT evaluation committee will evaluate Step 1 prequalification proposals to arrive at a numeric rating score for each of the evaluation criteria. The numeric rating score will then be used to calculate the total number of points each of the evaluation criteria will receive (for example, if an evaluation criteria's weighted value is 25% and the numeric rating for that criteria is 4, then the total number of points received for that criteria would be 20 points). The points received for each of the evaluation criteria will then be added together for a total technical proposal score.

Contractors receiving a total technical proposal score of 70 points and above shall be considered prequalified to have their price bid proposal submitted under Step 2 approved for consideration.

Step 2 – Contractors must complete and return the Bid Price Proposal Offers per the requirements identified under Attachment – 3 of this solicitation. The solicitation results will be publicly posted on the CDOT Bid Results for Recently Let Projects and Archived Bid Tabs web pages once Step 1 and Step 2 evaluation processes have been completed. The links for these web pages are provided below:

https://www.codot.gov/business/bidding/Bid%20Results

https://www.codot.gov/business/bidding/bid-tab-archives

Contract Award Process: The award of master task order contracts will be made for Regions 3 & 4 to the successful general contractor(s)

that were prequalified under Step 1 and submitted the lowest-priced bid proposal offer under Step 2. As a result, both regions could be awarded to one or more general contractors, as well as each region being awarded separately to multiple general contractors depending on the individual region(s) they are found by CDOT to be the lowest priced bidder on. The IFB allows for the award of up to two (2) master task order contracts for each region.

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CDOT will complete a bid price analysis for determining which bid proposal offers are deemed to be the lowest priced.

Contractors who are selected for an award of a master task order contract will receive a notice of award from CDOT detailing the requirements for completing and returning the contract award documents. Prior to the issuance of the notice of award, Contractors selected for an award of a master task order contract will be required to complete and return CDOT's Contractors Performance Capability Statement Form 605 and Assignment of Antitrust Claims Form 621.

Master Task Order Contract Term: The initial term of the master task order contract shall be for one year from the date of contract execution. The Contractor’s proposed pricing in Step 2 fixed unit price bid schedule for the initial one-year term shall be firm and not subject to change. CDOT, at its sole discretion upon written notice to the Contractor, may unilaterally renew the term of the contract for 4 (four) additional terms of one-year. In the event CDOT renews the term of the contract beyond the initial one-year term and or any subsequent optional terms, CDOT will contact the Contractor to reaffirm their fixed unit price bid schedule. The fixed unit prices may only be adjusted upon the written approval by CDOT at the beginning of any renewal term that is supported by inflationary indices and documented changes to applicable market changes. Such increases are not to exceed 3% annually. The Contractor hereby agrees to deliver the services awarded under this solicitation for the full initial term and any renewals.

Master Task Order Contract: A sample of the master task order contract CDOT will require the successful Contractors selected for Award to enter into is provided under Attachment – 4 of this solicitation. By submitting a proposal, the Contractor hereby acknowledges that they understand and agree to the terms and conditions listed in the master task order contract provided under Attachment – 4 of this solicitation. CDOT is the only party that has the right to change any of the contract provisions. No work is guaranteed to a Contractor who is awarded a master task order contract. Work can only be performed when a task order is issued under an awarded master task order contract.

Task Order Award Process: CDOT, at its sole discretion, will execute task orders in accordance with Section 5 of the Master Task Order Construction Contract to authorize the Contractor to perform work. CDOT is not required to execute any minimum number of task orders under the master task order contract. No reimbursement to Contractor shall be made for costs arising out of or related to the development of a task order including but not limited to the costs to attend meetings, review scopes of work, subcontractor costs, and costs to review task order proposals with the CDOT.

Executed task orders will include a notice to proceed, which will stipulate the date the Contractor is expected to begin work. The notice to proceed date will normally be within 14 calendar days after the task order is issued. The Contractor shall provide 5-days notification prior to starting the task order work to the CDOT PM. No work can be performed prior to CDOT PM approval, and no work can be done after the end date of each executed task order.

Additional Requirements:

Revisions/Addendums – Any modifications referred to as revisions to this solicitation will be published on the CDOT Scheduled Bid Openings Web Page at https://www.codot.gov/business/bidding/future-bidding-opportunities and in the CDOT B2G at https://cdot.dbesystem.com/. It is solely the responsibility of the bidder to monitor either of those web pages for any changes, and acknowledge any revisions in their proposal submission.

Deviation from any of the requirements in this solicitation will not be allowed unless previously authorized by a revision to the solicitation issued by CDOT, as identified above.

Questions and Answers that provide clarifications to the requirements identified in this solicitation will be posted on the CDOT Scheduled Bid Openings Web Page noted above.

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Proposal Guaranty A proposal guaranty is required to be submitted with the Contractor's priced proposal offer identified under Attachment – 3 of this solicitation. Please refer to the requirements for submitting the proposal guaranty in Attachment – 3. Contractor's proposals shall remain open for acceptance for 30 days from the date proposals are due in response to this solicitation. Doing Business in Colorado – Contractors wanting to do business in Colorado must register with the Colorado Secretary of State in accordance with Colorado Revised Statute (CRS) 7-90-801. This is the link for the Colorado Secretary of State's website at http://www.sos.state.co.us. Insurance – A contractor being considered for Award of a master task order contract will be required to submit insurance certificates showing evidence of coverage for all the requirements identified under Section 107.15 of CDOT's current Standard Specifications for Road and Bridge Construction Manual. Proprietary Information – All materials submitted in response to this solicitation will become public records and will be subject to inspection after the Award of a contract. Any material requested for treatment as proprietary and/or confidential must be clearly identified and easily separable from the rest of the proposal. Such a request must include justification for the request. The request will be reviewed and either approved or denied by the CDOT. If denied, the proposer will have the opportunity to withdraw its entire proposal or to remove the proprietary restrictions. Neither cost nor pricing information nor a total proposal will be considered proprietary. Protest – Any actual or prospective Offeror/Contractor who is aggrieved in connection with the solicitation or Award of a contract under this IFB may protest to the CDOT Chief Engineer or a designee. The protest shall be submitted in writing within seven working days after such aggrieved person knows or should have known of the facts giving rise thereto. Any protest must be submitted in accordance with the requirements of Section 4.25 of CDOT's Bidding Rules. Subletting or Assignment of Contract: Contractors awarded a master task order contract shall not sublet, assign, sell, transfer, or otherwise dispose of the Contract or any portion thereof, or of its right, title, or interest therein to any individual, firm, corporation, or any other entity without the written consent of authorized CDOT representative. The Contractor must file with CDOT copies of all executed subcontracts and other documents. An approved subcontractor shall not, in turn, sublet or assign any of the work pertaining to the subcontract without the Contractor obtaining further permission from CDOT.

Invoicing and Payment – The Contractor shall put together and submit pay requests. Pay requests shall be submitted and processed in coordination with the Project Manager on a monthly basis or after all work is complete if a task order has a shorter approved schedule. If a task order is above $150k, the Contractor shall provide a performance and payment bond, and CDOT will publicly advertise for project closeout at the end of the task order period per CRS 24-91-103.

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ATTACHMENT – 1 SCOPE OF WORK – TEMPORARY TRAFFIC CONTROL SERVICES General Requirements The Colorado Department of Transportation (CDOT) is requesting bid proposals for the purpose of providing on-call temporary traffic control services for roadside landscape establishment, sign log activities, environmental surveys, roadway maintenance activities, and other temporary CDOT field activities for all CDOT Engineering Regions through the Award of task orders under master task order contracts. All temporary traffic control services will be on and adjacent to State Highways within the State of Colorado at various locations on an "as needed" basis. The State reserves the right to provide temporary traffic control on its own. CDOT is not bound to issue a minimum or a maximum number of Task Orders during the contract term. Award of Contract does not guarantee the award of any Task Orders during the duration of the Contract. It is the intent, however, to award Task Orders that meet the total Contract not to exceed amount. Contractor(s) shall be responsible for providing all labor, tools, equipment, transportation, traffic control devices, fuel, insurance, and materials necessary for providing the temporary traffic control services within each CDOT Region on an on-call basis (see Attachment A – Region Maps). All work shall be accomplished in accordance with the provisions set forth in this Invitation for Bid (IFB), CDOT’s Standard Specifications for Road and Bridge Construction, CDOT M&S Standard Plans, CDOT Safety Selection Guide, the Manual on Uniform Traffic Control Devices (MUTCD) with web page links provided below, and all applicable Federal, State and local regulations.

Work-related to the master task order contract and awarded task orders shall be performed meeting the requirements of CDOT's current published Standard Specification for Road & Bridge Construction and CDOT's Standard Plans M & S Standards July 2019 as revised, Revision of Section 630 – Portable Message Sign Panel, Revision of Section 630 – Mobile Attenuator, the Traffic Control Plan, and meet all federal requirements. Additional revised, standard, or project special specifications may be incorporated in task orders as they are issued or as applicable. The Standard Specification for Road & Bridge Construction and Standard Plans M & S Standards are available at the following web site address: https://www.codot.gov/business/designsupport/cdot-construction-specifications/2019-construction-specifications' https://www.codot.gov/business/designsupport/2019-and-2012-m-standards/2019-m-standards-plans/

Work Authorization/Assignments:

The Project Manager in the Region will issue a notice to proceed for the task order that authorizes the Work to begin. Task Orders will be issued based on the Bid Proposal submitted by the Contractor and incorporated into their contract under Step 2 of this IFB. A written statement of work and task order amount for the specific statement of work shall include mobilization, site preparation, materials, labor, equipment, insurances, including per diem expenses if approved by the Project Manager, shall be incorporated into the proposed bid amount. CDOT shall not be responsible for additional costs by the Contractor not required or included in the task order.

Work shall consist of the following:

All scope below are descriptions of the work ONLY. For all bid proposals, please price items and labor separately as indicated on the PRICE BID PROPOSAL on pages 18 & 19. There should be no labor costs included in the lane closure bid items.

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• Setting up temporary traffic control as defined by a CDOT approved method of handling traffic at locations within the CDOT Right of Way, including Interstates, ramps, shoulders, and frontage roads. The Work shall include all Traffic Control Management and Flagging in accordance with Subsection 630.12 of the Standard Specifications to include but not limited to, the following:

1. Portable Message Sign Panel – This work consists of furnishing, operating, and maintaining a

portable message sign panel in accordance with Revision of Section 630 – Portable Message Sign Panel.

2. Mobile Attenuator – This work consists of furnishing, operating, and maintaining a mobile attenuator in accordance with the Revision of Section 630 – Mobile Attenuator.

3. Traffic Control – Single Lane Closure, Two-Lane Roadway – This work consists of planning, furnishing, placing, and maintaining all temporary signs and devices and flagging for a single lane closure on a two-lane roadway as described by Standard Plan S-630-1, Case 17, to protect work areas within the roadway.

4. Traffic Control – Single Lane Closure, Multilane or Freeway – This work consists of planning,

furnishing, placing, and maintaining all temporary signs and devices for a single lane closure on a multilane roadway or freeway as described by Standard Plan S-630-1, Cases 5, 8, and 10, to protect work areas within the roadway.

5. Traffic Control – Shoulder Closure – This work consists of planning, furnishing, placing, and

maintaining all temporary signs and devices for a shoulder closure as described by Standard Plan S-630-1, Cases 26 and 27, and MUTCD TA-3, to protect work areas adjacent to the roadway.

The revisions on the following pages to the standard specifications shall apply if included in an approved MHT.

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REVISION OF SECTION 630 PORTABLE MESSAGE SIGN PANEL

Section 630 of the Standard Specifications is hereby revised for this project as follows:

Subsection 630.01 shall include the following:

This work includes furnishing, operating, and maintaining a portable message sign panel.

Add subsection 630.031 immediately following subsection 630.03 as follows:

630.031 Portable Message Sign Panel. Portable message sign panel(s) shall be furnished as a device fully self-contained on a portable trailer capable of being licensed for normal highway travel and shall include leveling and stabilization jacks. The panel shall display a minimum of three - eight-character lines. The panel shall be a dot-matrix type with an LED legend on a flat black background. LED signs shall have a pre-default message that activates before a power failure. The sign shall be solar powered with an independent back-up battery power. The sign shall be capable of 360-degree rotation and shall be able to be elevated to a height of at least five feet above the ground measured at the bottom of the sign. The sign shall be visible from a one-half mile under both day and night conditions. The message shall be legible from a minimum of 750 feet. The sign shall automatically adjust its light source to meet the legibility requirements during the hours of darkness. The sign enclosure shall be weathertight and provide a clear polycarbonate front cover.

Solar-powered message signs shall be capable of operating continuously for ten days without any sun. All instrumentation and controls shall be contained in a lockable enclosure. The sign shall be capable of changing and displaying sign messages and other sign features such as flash rates, moving arrows, etc.

Each sign shall also conform to the following:

(1) In addition to the onboard solar power operation with battery back-up, each sign shall be capable of operating on a hardwire, 100-110 VAC, external power source.

(2) All electrical wiring, including connectors and switch controls necessary to enable all required sign functions, shall be provided with each sign.

(3) Each sign shall be furnished with an operating and parts manual, wiring diagrams, and troubleshooting guide.

(4) The portable message sign shall be capable of maintaining all required operations under Colorado mountain-winter weather conditions.

(5) Each sign shall be furnished with an attached license plate and mounting bracket.

(6) Each sign shall be wired with a seven-prong male electric plug for the brake light wiring system.

Subsection 630.13 shall include the following:

Maintenance, storage, operation, relocation to different sites during the project, and all repairs of portable message sign panels shall be the responsibility of the Contractor.

Subsection 630.15 shall include the following:

Portable message sign panels will be measured by the actual number of days each portable message sign is used on the project as approved by the Engineer.

Subsection 630.16 shall include the following:

Pay Item Pay Unit

Portable Message Sign Panel Day

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REVISION OF SECTION 630 MOBILE ATTENUATOR

Section 630 of the Standard Specifications is hereby revised for this project as follows: Subsection 630.01 shall include the following: This work shall consist of furnishing, operating, and maintaining a truck with an attached impact attenuator. Subsection 630.09 shall include the following: Mobile Attenuator Options: Truck Mounted Attenuator. The Contractor shall supply a vehicle with a truck-mounted attenuator approved by the FHWA to meet NCHRP 350 criteria for level TL-3 collisions. The attenuator shall be mounted to a suitable truck in a manner meeting the Manufacturer's specifications. The truck shall be furnished with a truck-mounted or roof-mounted Advance Warning Flashing or Sequencing Arrow Panel (B Type). The truck shall be used when setting up or taking down the work zone and shall be parked in the activity area protecting the construction work while work is being performed unless otherwise directed. Trailer Attenuator. The Contractor shall supply a vehicle with an attached trailer attenuator approved by the FHWA to meet NCHRP 350 criteria for level TL-3 collisions. The trailer attenuator shall be attached to a suitable host truck in a manner meeting the Manufacturer's specifications, to include factory-installed 20-ton (minimum) rated pintle hook and ½-inch (minimum) steel frame plate, or as specified by Manufacturer. The trailer shall be furnished with a mounted Advance Warning Flashing or Sequencing Arrow Panel (B Type). The weight of the host truck shall be between 10,000 and 20,000 lbs, or as specified by the trailer attenuator manufacturer. The Contractor shall provide a certified scale ticket confirming the weight of the truck without a trailer attached. The Trailer Attenuator attached to its host truck shall be used when setting up or taking down the work zone and shall be parked in the activity area protecting the construction work while work is being performed unless otherwise directed. A buffer zone shall be provided in front of the host truck, for worker safety. This buffer zone shall be in accordance with the manufacturer's recommendations but shall be no less than 100 feet in length unless otherwise directed. Subsection 630.13 shall include the following: Maintenance, storage, operation, and all repairs of Mobile Attenuator and the associated vehicle shall be the responsibility of the Contractor. Subsection 630.17 shall include the following: Mobile Attenuators will be measured as the actual number of authorized 24-hour periods that the attenuator is used.

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-2- REVISION OF SECTION 630

MOBILE ATTENUATOR

Subsection 630.18 shall include the following: Pay Item Pay Unit Mobile Attenuator Day Payment will be full compensation for all labor, materials, and equipment required to operate and maintain the truck and attenuator for the duration of the project, including the attenuator and flashing panel.

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TRAFFIC CONTROL PLAN The components of the Traffic Control Plan for this Contract are included in the following:

1) Subsection 104.04 and Section 630 of the Colorado Standard Specifications for Road and Bridge Construction

2) Colorado Standard Plan S-630-1 - Traffic Controls for Highway Construction 3) Manual on Uniform Traffic Control, Chapter 6.

The Contractor shall not have construction equipment or materials in the lanes open to traffic at any time unless otherwise approved by the Engineer. The Contractor shall provide full intersection and interchange movements for traffic at all times, except as approved by the Engineer. All personnel vehicle parking is prohibited within 30 feet of the traveled way or where it conflicts with safety, access, or flow of traffic. All work shall be performed within the allowable schedules contained in the applicable current Region Lane Closure Strategy at https://www.codot.gov/library/traffic/work-zone-safety-and-work-zone-traffic-operations/lane-closure-strategies for any shoulder and lane closures and are subject to the approval of the Engineer. Lane closures will not be allowed to remain unless being utilized continuously for the purpose for which they were installed. Work shall not be performed on the day before, the day of, and the day after holidays as defined by Subsection 101.36 of the Standard Specifications, unless otherwise approved by the Engineer. The Contractor shall submit a work schedule showing the Contractor's hours of operation and an MHT for review and acceptance by the Engineer. The Contractor shall coordinate and cooperate fully with the Department, utility owners, and other contractors to ensure adequate and proper traffic control is provided at all times. The Contractor will be paid for Traffic Control in a lump sum either in Traffic Control – Single Lane Closure, Two-Lane Roadway; Traffic Control – Single Lane Closure, Multilane or Freeway; or Traffic Control – Shoulder, or providing a mobile attenuator. Work shall include all individual traffic control devices necessary to complete the work and shall be full compensation for furnishing, erecting, cleaning, maintaining, resetting, repairing, replacing, moving, removing, and disposing of the construction traffic devices as shown on MHT. Payment for Traffic Control will be made for every calendar day that traffic control devices, as shown in the MHT, are in use. All construction traffic control devices that are not permanently incorporated into the project will remain the property of the Contractor. Traffic Control Management and Flagging will not be paid for separately but shall be included in the work. Cost of electrical power, including batteries, for all temporary lighting or warning devices, will not be paid separately but shall be included in the work. The Contractor shall equip all vehicles with flashing amber lights visible from all directions.

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Bid Price Proposal: The bid proposal has: pay item description/units of pay/1 unit. Contractors are expected to provide the unit cost per bid item for performing work in each CDOT Region. Attachment 3 provides the list of possible bid items.

For materials/equipment/labor not listed on the Bid, Price Proposal will be paid by Force Account per 109.04.

Mobilization: This work consists of the mobilization of personnel, equipment, supplies, and incidentals at the project site in preparation for work on the Task Order. Equipment and/or materials/parts subsequently moved to and from the project site for the convenience of the Contractor will not be considered for reimbursement.

Mobilization costs shall be lump sum (LS) for each Task Order Contract and shall include fuel, the transportation of vehicles, MHTs/Traffic Control Plans, equipment, tools, traffic control devices, materials, and personnel for the distance traveled from the Contractor’s location to the project site location based on a per-mile cost that was included in the Bid Price Proposal.

TheContractorr shall calculate the mobilization costs for any authorized requested CDOT Task Order Project where mobilization is required by the shortest distance traveled from the Contractor’s closest location (where the equipment, tools, traffic control devices, materials, etc. are located) to the project site location. The Contractor’s location for the use of calculating mobilization will be from the location provided by the Contractor in the Technical Proposal.

The Contractor shall verify the shortest route to the project site by utilizing “Google Maps” or a similar mapping system. The mobilization costs shall be verified and approved in advance of the move by the CDOT Project Manager.

Contractor per diem and hotels costs for task orders will be paid under the F/A Mobilization item. Per diem will be paid according to Colorado Fiscal Rule 5.1.

Planned Response Timelines / Priority and Work Completion / Progress Reports: Notifications for temporary traffic control will be requested by the CDOT Project Manager in writing during normal working hours of 8:00 AM – 5:00 PM MST; Monday through Friday, excluding weekends and holidays. Contractor(s) must respond to these notifications by phone or by email within seventy-two (72) hours of the notification and are expected to work with Region personnel to schedule the temporary traffic control and develop Method of Handling Traffic (MHT) and Traffic Control Plans be completed. At the time of inspection, CDOT and the Contractor will agree to a start date and completion date for the required work.

In the event the work is unable to be completed within the designated time frame, the Contractor shall immediately notify the CDOT Project Manager and provide hourly progress reports until the work is completed. If more than one location requires temporary traffic control at the same time, CDOT Project Manager will establish an order in which the temporary traffic control will be performed.

Commencement, Completion Schedule, and limits of Maintenance Work during Construction: To initiate the Task Order process, individual locations will be identified by the CDOT Project Manager. Notifications for temporary traffic control services will be requested by the CDOT Project Manager in writing. Pursuant to the subsections 102.04 and 102.05, it is recommended that Contractors review the work site and inspection reports, if any, and scopes of work of Task Order Contract with the CDOT Project Manager in advance of ordering the material or commencement of work.

The CDOT Project Manager will be the only representative of the Department with the authority to provide any information, clarification, or interpretation regarding the proposed work, MHTs, traffic control plans, plans, specifications, and any other contract related documents or requirements of the Task Order Contracts.

The Contractor shall commence and complete all work by the dates in accordance with the “Notice to Proceed”

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The contractor shall notify the CDOT Project Manager in writing at least 5 days before the proposed beginning dateThe contractor’s progress reports may be a Bar Chart Schedule. Salient features to be shown on the Contractor’s Progress Reports include: (1) Method of Handling Traffic Submission (For Each Day and Location) (2) Temporary Traffic Control Deployment (For Each Day and Location) (3) Daily Traffic Control Report (For Each Day and Location) (4) Pay Requests The plans, specifications, and other documents designated in the proposal form will be considered a part of the proposal. Any work deemed as to be of an emergency nature by the CDOT Project Manager will be paid for under F/A and proceed as defined in the CDOT Standards and Specifications for any Task Order. Force Account Items: This special provision contains the Department’s requirements for force account items. The force account amounts will be identified at the task order level for each task order as deemed appropriate. Force account work shall be performed as directed by the CDOT Project Manager under an awarded task order. Payment will be made in accordance with subsection 109.04. Payment will constitute full compensation for all work necessary to complete the item. Below are the typical F/A items that may be a part of an awarded task order. Force Account Item Unit F/A Minor Contract Revisions F.A. F/A Traffic Control F.A. F/A Mobilization F.A. Force Account Descriptions: F/A Minor Contract Revisions – This work consists of minor work authorized and approved by the CDOT Project Manager, which is not included in the contract drawings or specifications, and is necessary to accomplish the scope of work of the Task Order Contract. F/A Traffic Control – This Force Account will be used to pay for any other traffic control items the Traffic Control Supervisor will need during the duration of this project not already covered in the Price Bid Proposal. All items shall be pre-approved by the CDOT Project Manager prior to installation, or they will be at no cost to the project. F/A Mobilization – This Force Account will be used to pay for per diem and hotels for task orders. Per diem will be paid as follows according to Colorado Fiscal Rule 5.1.

• Breakfast – only if Departure Time is prior to 5:00 am • Lunch – only if Departure is before 11:00 am or Return is after 1:00 pm; not eligible if trip departure and

return is within a single calendar day • Dinner – only if Return Time is after 8:00 pm • Per Diem rate includes tip and is based on the location where the meal was taken, regardless of the final

trip destination or lodging location. • Incidental Per Diem is allowed only for each overnight stay

Hotel costs will be paid for actual costs only and will only be paid as part of a task order as required for the Work.

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Traffic Control: All traffic control devices shall comply with the MUTCD, 2009 Edition, and CDOT Standard Specifications.

All lane closures and detours shall conform to the MUTCD, 2009 Edition, and the current CDOT M&S Standard Plans and as per approved Method of Handling Traffic (MHT) submittals. Key elements of the Contractor’s method of handling traffic (MHT) are outlined in subsection 630.10(a).

Night work will not be allowed when the Work can be done during daylight hours and only performed as allowed by the Region Lane Closure Strategy where the Work is being performed. Unless otherwise approved by the Region’s Traffic Engineer, the Contractor’s equipment shall follow normal and legal traffic movements. The Contractor’s ingress and egress of the work area shall be accomplished with as little disruption to traffic as possible. If a closure extends into night, any additional costs related to working at night will be paid via the F/A items.”

The Contractor shall not have construction equipment or materials in the lanes open to traffic at any time.

The Contractor or PIM shall submit weekly lane closure reports using the template provided by the Project Manager of transmittal to the CDOT PR Region Manager. Lane closure reports are due every Thursday by noon the week before the lane closures are scheduled to be implemented.

The Contractor shall not store equipment or stockpile equipment or stockpile material within the edge of travel way clear zone for the posted speed limit.

Right of Way (ROW): ROW clearances are not required for this project since all locations will be within the CDOT Right of Way. The Contractor will immediately notify the CDOT Project Manager in writing of access issues, not on CDOT ROW.

Hydraulics: No hydraulics work is required for this project.

Surveying: No survey work is required for this project.

Utilities: No utility work is required for this project.

Safety and General Operational Requirements: All applicable CDOT specifications, including 107.25, 250.01, 250.03, and 250.08, and regulations shall be assumed to be followed. CDOT will not access responsibility for non-compliance with Safety and/or Environmental compliance/regulations. The Contractor accepts all responsibility for applicable laws and regulations.

It is the Contactor’s responsibility to ensure that all safety requirements, including equipment and protection resources, be used by all employees and contractors during the project.

The Contractor shall be required to make arrangements for the safe storage of all equipment used in the project. The Contractor is required to clean-up the work area daily, and the worksite is to be kept in a safe manner at all times.

Damage to Highway Property and Preservation of Trees: The Contractor shall carry out operations in such a manner so as not to damage existing ground areas, trees, or shrubs outside the fixed obstacle clear zone, signs, delineator posts, mailboxes, and posts, or other roadside features. Trees outside the fixed obstacle clear zone are an asset to the roadside corridor and shall be protected from immediate and long term damage from vehicles, equipment, or materials too close to trees. Throughout the duration of the contact, no materials, vehicles, or equipment shall be allowed to be stored or parked within 25 feet of existing trees 4” caliper or larger, whether standing alone or in groups. In the event, damage should occur to

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any of the above-mentioned features, regardless if it is State or private property, the Contractor shall replace or repair the damaged areas or items at no cost to CDOT. In the event CDOT highway traffic control and/or warning signs are damaged beyond repair, the Contractor shall notify the CDOT Project Manager immediately so that replacement of the damaged sign(s) can be made. The cost of such repair and/or replacement of damaged State property shall be deducted from any payment due to the Contractor. The cost of repair and/or replacement of damaged private property shall be the responsibility of the Contractor and the property owner, with no involvement of CDOT.

Adverse Weather Conditions: The Contractor will be expected to proceed with work in inclement weather conditions, as long as the weather does not pose a dangerous or hazardous situation to either the workers or the traveling public.

MAP OF CDOT REGIONS

The map of the current CDOT Regions is provided below:

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ATTACHMENT – 2 TECHNICAL SUBMITTAL REQUIREMENTS

The Step 1 prequalification proposal shall be submitted via email to the attention of Rocky Matson, Contract Administrator at rocky.matson@state.co.us by no later than 10:00 AM on July 22, 2020. The prequalification proposal must be submitted as a pdf file attachment to the email and must include the signature page found at the end Attachment – 2.

Contractors will indicate on the signature page which Regions they are interested in having their prequalification proposal evaluated for.

The responses to the prequalification criteria requirements listed below shall be used by CDOT for completing the evaluation of a Contractor to determine if they are eligible for having their priced bid proposal offers considered for award under Step 2 of this IFB. Contractors receiving an overall score of 70 or greater will be considered eligible/prequalified for participating in Step 2. Contractors must have, at a minimum, at least five (5) years of experience performing temporary traffic control work.

Contractor Experience and Methodology (35%):

1. Describe your company's experience in providing traffic control services relating to highway transportationprojects and or similar roadside type projects during the past three (3) years in Colorado.

2. Describe your company's methodology/approach for successfully providing the on-call traffic controlservices identified in this IFB. Include details on what equipment and material resources will be providedand how they will be made available for providing the on-call traffic control services.

Note: The page limit/format requirements for responding to the Technical Approach and Contractor Experience proposal requirements shall be no more than 4 (four) double-sided pages using an 11-point font with half-inch margins (the page limit requirement does not include a cover page or signature page).

Key Personnel, Staffing, and Safety Plans (35%):

Describe your company’s staffing and safety plans for successfully providing the on-call temporary traffic control services identified in this IFB. Included details on the key personnel who will serve as traffic control supervisors and flaggers that will be assigned to complete awarded task orders. Also, address how your company will address employee turnover, training, and availability.

Note: The page limit/format requirements for responding to the above project management, staffing, and safety plan proposal requirements shall be no more than 3 (three) double-sided pages using an 11-point font with half-inch margins.

Equipment and Materials (15%): Describe your company’s equipment and material resources and how they will be made available to provide the on-call temporary traffic control services identified in this IFB. Provide details on how equipment and materials would be provided by your firm for meeting requests from CDOT for quick response for temporary traffic control along with a schedule for the deployment of the equipment and materials. Also, please list the Contractor’s location for purposes of mobilization calculation.

Note: The page limit/format requirements for responding to this requirement shall be no more than 2 double-sided pages using an 11-point font with half-inch margins.

References (15%):

Provide three (3) references for recent projects where temporary traffic control was completed by your firm. Include the owner's name, owner’s project manager name and contact info, project name and description of work performed, the initial contract amount, ending contract amount, details on change orders that increased the cost of the contract, and if the project was completed on schedule.

Note: The page limit/format requirements for responding to this requirement shall be no more than 2 (two) double-sided pages using an 11-point font with half-inch margins.

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SIGNATURE PAGE FOR TECHNICAL PROPOSAL SUBMITTAL INVITATION FOR BIDS (IFB) NUMBER – TCS 101-2020 ON CALL TEMPORARY TRAFFIC CONTROL SERVICES

By your signature below, you are verifying that you have read and accepted all the requirements in the solicitation without exception to include any Revisions/Addendums that have modified the solicitation, and this submission is your official proposal response for the Step 1 prequalification requirements contained in this IFB.

Contractor Name:

Business Address:

City, State, Zip:

Telephone:

E-Mail:

By (Print Name):

Title:

Signature:

Date:____________________________________________________

Please indicate which Region(s) the proposal is being submitted for by placing a checkmark in the space provided below (if your firm is interested in being considered for the award of more than one Region, place a checkmark in the space provided for each of the Regions your firm is pursuing):

Region 3:

Region 4: _______

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ATTACHMENT 3 – BID PROPOSAL SUBMITTAL REQUIRMENTS

The Step 2 bid proposal shall be submitted via email to the attention of Rocky Matson, Contract Administrator at rocky.matson@state.co.us by no later than 10:00 AM on July 22, 2020. The bid proposal must be submitted as a separate pdf file attachment from the Step 1 prequalification proposal. The bid proposal shall be pdf originals of the following documents completed by the Contractor: Fixed Bid Price Proposal, Proposal Signature Page, Proposal Guaranty Bond Form SBP- 6.14, Anti-Collusion Affidavit Form 606, and the Statement of Residence for Bidder Preference Form 604 (see pages 21 – 23 of this IFB for these documents/forms).

The Proposal Guaranty Form shall be completed based on the amount of $1,000,000.00 for the work to be awarded under this solicitation. This amount is the contractual limit that may be allocated to one or more executed task orders. Each region and headquarters unit will fund task orders based on their needs.

Contractors are required to enter a unit price for all bid items in the space provided on the Price Bid Proposal form found on the next two pages of this IFB for only the Region(s) they are interested in being selected to receive an award for. The proposed pricing must include all overhead and profit costs associated with providing the on-call temporary traffic control services identified in this IFB. The proposed bid pricing shall be for the initial one-year contract award period. The proposed bid pricing will be the same unit pricing that used for pay requests for completing work on an awarded task order. CDOT will complete a bid price analysis for determining which contractors overall proposed pricing is the lowest based on a typical 100’ closure for each for eight (8) hours for all items and assume a mobilization of 50 miles.

Only the bid proposals submitted from the contractors who were prequalified under Step 1 of this IFB will be reviewed by CDOT for completing a bid price analysis. The prequalified contractor(s) found by CDOT to have submitted the lowest overall bid price proposal will be selected for the award of a master task order contract.

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PRICE BID PROPOSAL IFB # TCS R3&R4 102-2020

The Contractor proposes to provide on-call traffic control services based on the following fixed unit prices/rates proposal offer that are firm/not subject to change for the initial one-year contract award period.

The per-day bid items will be bid based on eight (8) hours of actual lane or shoulder closure work, including setup and takedown. Every hour beyond eight (8) hours will be paid at an eighth increment of the bid price of the items.

Any task order from a headquarters unit will use the bid prices from the region where the work will be performed. All Traffic Control Single Lane and Shoulder Closures shall include necessary devices to perform the Work according to all applicable standards and an approved MHT except those listed separately below.

Each lane closure initial set up shall include only one set of signs, arrow panel, and cones as required for 100’ of Work Area. Additional cones for lane closures longer than 100’ are covered under Cones - $/each and additional arrow panels under Arrow Panels - $/Day.

The Traffic Control Management item shall include any helpers for lane closure setup, take-down, and lane closure maintenance duties.

Contractor per diem and hotels costs for task orders will be paid under the F/A Mobilization item. Per diem will be paid according to Colorado Fiscal Rule 5.1.

Region 3 Traffic Control Items Unit Price Arrow Panel $_______________/per day Portable Message Sign Panel $_______________/per day Mobile Attenuator $_______________/per day Traffic Control – Single Lane Closure $_______________/Initial setup 100’ workzone Two-Lane Roadway Traffic Control – Single Lane $_______________/ Initial setup 100’ workzone closure Multilane Roadway or Highway Traffic Control – Shoulder Closure $_______________/ Initial setup 100’ workzone closure Cones $____________________/each Flagging $____________________/Per Day Traffic Control Management $____________________/Per Day Mobilization $____________________/Per Mile

Region 4 Traffic Control Items Unit Price Arrow Panel $_______________/per day Portable Message Sign Panel $_______________/per day Mobile Attenuator $_______________/per day Traffic Control – Single Lane Closure $_______________/Initial setup 100’ workzone Two-Lane Roadway Traffic Control – Single Lane $_______________/ Initial setup 100’ workzone closure Multilane Roadway or Highway Traffic Control – Shoulder Closure $_______________/ Initial setup 100’ workzone closure Cones $____________________/each Flagging $____________________/Per Day Traffic Control Management $____________________/Per Day Mobilization $____________________/Per Mile

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By your signature below, you are verifying that you have read and accepted all the requirements in the solicitation without exception to include any Revisions/Addendums that have modified the solicitation, and this submission is your official offer for the Step 2 Bid Proposal contained in this IFB.

I UNDERSTAND the solicitation and award of the master task order contract for on-call temporary control services shall be in accordance with the rules that implement the "Construction Bidding for Public Projects Act," Sections 24-92-101 et seq., C.R.S.

I FURTHER UNDERSTAND that if this bid offer is accepted, the Invitation for Bids solicitation, contractor priced bid proposal offer, CDOT Standard Specifications, Contract Form, and any applicable Plans, Supplemental Specifications, Special Provisions, and Contract Bonds shall be part of the complete contract.

IN PREPARING THIS PROPOSAL, I HAVE: Examined all the requirements of the Invitation for Bids solicitation, and I am satisfied as to the conditions to be met and the work to be accomplished.

Considered any revisions to the Invitation for Bids solicitation which were made after Advertisement and Acknowledged the Number of revisions made here:______________

NOTE: This document must be signed in ink by an individual with legal authority to bind the Contractor.

Contractor Name:

Business Address:

City, State, Zip:

Telephone:

E-Mail:

By (Print Name):

Title:

Signature:

Date:

Attachments: Proposal Guaranty Form SBP-6.14 Anti-Collusion Affidavit Form 606 Statement of Residence for Bidder Preference Form 604

State Form SBP-6.14 Rev. 9/2006

STATE OF COLORADO OFFICE OF THE STATE ARCHITECT STATE BUILDINGS PROGRAMS

BID BOND

Institution/Agency: Colorado Department of TransportationProject No./Name:

KNOW ALL MEN BY THESE PRESENTS:

WHEREAS, hereinafter called the “PRINCIPAL”, is submitting a PROPOSAL for the above described project, to the STATE OF COLORADO, hereinafter called the “OBLIGEE”.

WHEREAS, the Advertisement for Bids has required as a condition of receiving the Proposals that the Principal submit with the PROPOSAL GUARANTY in an amount not less than five per cent (5%) of the Proposal, which sum it is specifically agreed is to be forfeited as Liquidated Damages in the event that the Principal defaults in his obligation as hereinafter specified, and, in pursuance of which Requirement, this Bid is made, executed and delivered.

NOW THEREFORE, the Principal and a corporation of the State of

, duly authorized to transact business in Colorado, as Surety, are held and firmly bound unto the Obligee, in the sum of five per cent (5%) of the Principal’s total bid price, lawful money of the United States for the payment of which sum, well and truly to be made to the Obligee, we bind ourselves, our heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents.

FURTHER THAT, a condition of the obligation that the Principal shall maintain his Proposal in full force and effect for thirty (30) days

after the opening of the proposals for the project, or, if the Principal’s Proposal is accepted, the Principal shall, within the prescribed time, execute the required Agreement, furnish the required Performance Bond, Labor and Material Payment Bond, Insurance Policy, Certificates of Insurance and Certification and Affidavit Regarding Illegal Aliens, then this obligation shall be null and void, otherwise it shall remain in full force and effect, and subject to forfeiture upon demand as Liquidated Damages.

IN WITNESS WHEREOF said Principal and Surety have executed this Bond, this day of , A.D., 20 .

(Corporate Seal) THE PRINCIPAL

Company Name ATTEST

Address (including city, state and zip)

Secretary Phone number:

Name (Print) Signature

Name (Print) and Title

SIGNATURES If the “Principal” is doing business as a Corporation, the Bid Bond shall be signed by an officer, i.e., President or Vice President. The signature of the officer shall be attested to by the Secretary and properly sealed.

If the “Principal” is an individual or a partnership, the Bid Bond shall so indicate and be properly signed.

(Corporate Seal) THE SURETY

_____________________________________________

By __________________________________________ Secretary Attorney-in-Fact

THIS BOND MUST BE ACCOMPANIED BY POWER OF ATTORNEY, EFFECTIVELY DATED.

FAILURE TO PROVIDE A PROPERLY EXECUTED BID BOND WITH A PROPERLY EXECUTED POWER OF

ATTORNEY WILL RESULT IN THE BIDDER’S PROPOSAL BEING DEEMED NON-RESPONSIVE.

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COLORADO DEPARTMENT OF TRANSPORTATIONSTATEMENT OF RESIDENCY FOR BID PREFERENCE

Project #

As a precondition to the award of a contract by the Colorado Department of Transportation for the construction of theabove listed project, I do here certify that the firm named below is a:

Check one:

Resident Bidder

1. A person, partnership, corporation, or joint venture which is authorized to transact business in Colorado andwhich maintains its principal place of business in Colorado; or

2. A person, partnership, corporation, or joint venture which is authorized to transact business in Colorado, whichmaintains a place of business in Colorado, and which has paid Colorado unemployment compensation in at leastseventy-five percent of the eight quarters immediately prior to bidding on a construction contract for a publicproject.

Nonresident Bidder

1. Name the state or foreign country of residency: ______________________________________________________

2. Does this state or foreign country have a bidding preference for resident bidders on public projects?

❑ Yes ❑ No If yes, state the percentage preference: ___________________%.

I declare under penalty of perjury in the second degree, and any other applicable state or federal laws, that thestatements made on this document are true and complete to the best of my knowledge.

Firm name: Check one:❑ individual owner ❑ partner ❑ officer❑ person delegated to sign this form

Signature: Title:

2nd firm name if joint venture: Check one:❑ individual owner ❑ partner ❑ officer❑ person delegated to sign this form

Signature: Title:

CDOT Form #604 3/92

28PPage 21

Date

DateBy2nd contractor's firm or company name. (If joint venture.)

ByContractor's firm or company name

Title

Title

Sworn to before me this day of, 20

NOTE: This document must be signed in ink.

Notary Public

My commission expires

CDOT Form #606 1/02

COLORADO DEPARTMENT OF TRANSPORTATION

ANTI-COLLUSION AFFIDAVIT

PROJECT NO.

LOCATION

I hereby attest that I am the person responsible within my firm for the final decision as to the price(s) and amount of this bid or, if not, that I have written authorization, enclosed herewith, from that person to make the statements set out below on his or her behalf and on behalf of my firm.

I further attest that:1. The price(s) and amount of this bid have been arrived at independently, without consultation, communication or

agreement for the purpose or with the effect of restricting competition with any other firm or person who is a bidderor potential prime bidder.

2A. Neither the price(s) nor the amount of this bid have been disclosed to any other firm or person who is a bidder orpotential prime bidder on this project, and will not be so disclosed prior to bid opening.

2B. Neither the prices nor the amount of the bid of any other firm or person who is a bidder or potential prime bidder onthis project have been disclosed to me or my firm.

3A. No attempt has been made to solicit, cause or induce any firm or person who is a bidder or potential prime bidder torefrain from bidding on this project, or to submit a bid higher than the bid of this firm, or any intentionally high or non-competitive bid or other form of complementary bid.

3B. No agreement has been promised or solicited for any other firm or person who is a bidder or potential prime bidderon this project to submit an intentionally high, noncompetitive or other form of complementary bid on this project.

4. The bid of my firm is made in good faith and not pursuant to any consultation, communication, agreement ordiscussion with, or inducement or solicitation by or from any firm or person to submit any intentionally high, noncom-petitive or other form of complementary bid.

5. My firm has not offered or entered into a subcontract or agreement regarding the purchase or sale of materials orservices from any firm or person, or offered, promised or paid cash or anything of value to any firm or person,whether in connection with this or any other project, in consideration for an agreement or promise by any firm orperson to refrain from bidding or to submit any intentionally high, noncompetitive or other form of complementary bidor agreeing or promising to do so on this project.

6. My firm has not accepted or been promised any subcontract or agreement regarding the sale of materials orservices to any firm or person, and has not been promised or paid cash or anything of value by any firm or person,whether in connection with this or any other project, in consideration for my firm's submitting any intentionally high,noncompetitive or other form of complementary bid, or agreeing or promising to do so, on this project.

7. I have made a diligent inquiry of all members, officers, employees, and agents of my firm with responsibilitiesrelating to the preparation, approval or submission of my firm's bid on this project and have been advised by each ofthem that he or she has not participated in any communication, consultation, discussion, agreement, collusion, orother conduct inconsistent with any of the statements and representations made in this affidavit.

8. I understand and my firm understands that any misstatement in this affidavit is and shall be treated as a fraudulentconcealment from the Colorado Department of Transportation, of the true facts relating to submission of bids for thiscontract.

I DECLARE UNDER PENALTY OF PERJURY IN THE SECOND DEGREE, AND ANY OTHER APPLICABLE STATE ORFEDERAL LAWS, THAT THE STATEMENTS MADE ON THIS DOCUMENT ARE TRUE AND COMPLETE TO THE BESTOF MY KNOWLEDGE.

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STATE OF COLORADO MASTER TASK ORDER CONSTRUCTION CONTRACT

COVER PAGE State Agency Department of Transportation

Contract Number Insert CMS number or Other Contract Number

Contractor Insert Contractor's Full Legal Name, including "Inc.", "LLC", etc.

Contract Performance Beginning Date Shall be the Effective Date

Contract Maximum Amount $

Initial Contract Expiration Date Shall be one year from the Effective Date Agreement Authority Authority to enter into this Contract exists in §24-92-103, C.R.S.

Contract Purpose

Briefly describe the Contract's purpose including the specific project associated with the award of this contract (if any)

Exhibits and Order of Precedence The following Exhibits and attachments are included with this Contract:

1. Exhibit A – Scope of Work and Contractor’s Fixed Unit Price Schedule2. Exhibit B – Sample Task Order Performance Bond3. Exhibit C – Sample Task Order Payment Bond4. Exhibit D – Federal Requirements5. Exhibit E – Sample Funding Letter6. Exhibit F – Sample Contract Modification Order7. Exhibit G – Form of Task Order8. Exhibit H – Sample Option Letter

In the event of a conflict or inconsistency between this Contract and any Exhibit or attachment, such conflict or inconsistency shall be resolved by reference to the documents in the following order of priority:

1. Exhibit D – Federal Requirements2. Colorado Special Provisions in §20 of the main body of this Contract3. Special Provisions for the Project

a. Task Order Special Provisionsb. Project Special Provisionsc. Standard Special Provisions

4. Project Plansa. Task Order Plansb. Standard Plans

5. The provisions of the other sections of the main body of this Contract6. Exhibit A – Scope of Work and Contractor’s Fixed Unit Price Schedule7. Executed Task Order Performance Bonds (if any)8. Executed Task Order Payment Bonds (if any)9. Executed Funding Letters (if any)10. Executed Contract Modification Orders (if any)11. Executed Option Letters (if any)12. Executed Task Orders (if any)

Principal Representatives For the State: For Contractor:

Name Name Department Name Company Name Address Address Address Address City, State Zip Phone

City, State Zip Phone

Email Email

ATTACHMENT – 4 SAMPLE TASK ORDER CONTRACT

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SIGNATURE PAGE

THE PARTIES HERETO HAVE EXECUTED THIS CONTRACT Each person signing this Contract represents and warrants that the signer is duly authorized to execute this Contract and to

bind the Party authorizing such signature.

CONTRACTOR

[Contractor name]

______________________________________________ By: Name of Authorized Individual

______________________________________________ Official Title of Authorized Individual

______________________________________________ Signature of Authorized Individual

Date: _________________________

STATE OF COLORADO Jared S. Polis, Governor

Department of Transportation Shoshana M. Lew, Executive Director

______________________________________________ By: Stephen Harelson, P.E. Chief Engineer

Date: _________________________

LEGAL REVIEW Phil Weiser, Attorney General

By:_______________________________________________ Assistant Attorney General

Date: _________________________

In accordance with §24-30-202, C.R.S., this Contract is not valid until signed and dated below by the State Controller or an authorized delegate.

STATE CONTROLLER Robert Jaros, CPA, MBA, JD

By:___________________________________________ Department of Transportation

Effective Date:_____________________

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1. PARTIESThis Contract is entered into by and between Contractor named on the Cover Page for this Contract (the “Contractor”), and the STATE OF COLORADO acting by and through the State agency named on the Cover Page for this Contract (the “State”). Contractor and the State agree to the terms and conditions in this Contract.

2. TERM AND EFFECTIVE DATEA. Effective Date

This Contract shall not be valid or enforceable until the Effective Date. The State shall notbe bound by any provision of this Contract before the Effective Date, and shall have noobligation to pay Contractor for any Work performed or expense incurred before the EffectiveDate or after the expiration or sooner termination of this Contract.

B. Initial TermThe Parties’ respective performances under this Contract shall commence and terminatepursuant to the Contract Performance Beginning Date shown on the Cover Page for thisContract and shall terminate on the Initial Contract Expiration Date shown on the Cover Pagefor this Contract (“the “Initial Term”) unless sooner terminated or further extended inaccordance with the terms of this Contract. The Parties agree that time is of the essence andthat the Work must be completed as stipulated in each Task Order awarded under thisContract.

C. Extension Terms - State’s OptionThe State, at its discretion, shall have the option to extend the performance under thisContract beyond the Initial Term for a period, or for successive periods, of one year or lessat the same rates and under the same terms specified in the Contract (each such period an“Extension Term”). In order to exercise this option, the State shall provide written notice toContractor in a form substantially equivalent to the Sample Option Letter attached to thisContract. The total duration of this Contract, including the exercise of any options to extend,shall not exceed five years from its Effective Date absent prior approval from the ChiefProcurement Officer.

D. Early Termination in the Public InterestThe State is entering into this Contract to serve the public interest of the State of Colorado asdetermined by its Governor, General Assembly, or Courts. If this Contract or any Task Orderceases to further the public interest of the State, the State, in its discretion, may terminate thisContract or any Task Order in whole or in part in accordance with §108.11, StandardSpecifications. This subsection shall not apply to a termination of this Contract or any TaskOrder by the State for Breach of Contract by Contractor, which shall be governed by§§108.10 and 108.11, Standard Specifications.

3. AUTHORITYAuthority to enter into this Contract exists in §24-92-103, C.R.S., based on the State’s issued invitation for bids. The Contractor’s bid was selected in accordance with Federal and State law as a result of the bid advertisement.

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4. DEFINITIONSThe following terms shall be construed and interpreted as follows:A. “Breach of Contract” means the failure of a Party to perform any of its obligations in

accordance with this Contract, in whole or in part or in a timely or satisfactory manner. Theinstitution of proceedings under any bankruptcy, insolvency, reorganization or similar law,by or against Contractor, or the appointment of a receiver or similar officer for Contractor orany of its property, which is not vacated or fully stayed within 30 days after the institution ofsuch proceeding, shall also constitute a breach. If Contractor is debarred or suspended under§24-109-105, C.R.S., at any time during the term of this Contract, then such debarment orsuspension shall constitute a breach. See also §13, “Default of Contract”.

B. “Business Day” means any day other than Saturday, Sunday, or a legal holiday as listed in§24-11-101(1), C.R.S.

C. “Chief Procurement Officer” means the individual to whom the Chief Engineer hasdelegated his or her authority pursuant to §43-1-110, C.R.S., to procure or supervise theprocurement of all contracts for the construction or maintenance of federal or state highwaysand mass transportation projects needed by the State.

D. “Contract” means this agreement, including all attached Exhibits, all documentsincorporated by reference, all referenced statutes, rules and cited authorities and any futuremodifications thereto, which set forth the obligations of the Parties for the performance ofthe Work and the basis of payment. The Contract includes the invitation for bids,Contractor’s proposal, executed Task Orders, executed Task Order performance and paymentbonds (in forms substantially equivalent to the Sample Task Order Performance Bond andSample Task Order Payment Bond attached to this Contract), Standard Specifications,Special Provisions for this Project, Plans, Detailed Plans, authorized Notices to Proceed,executed funding letters (in a form substantially equivalent to the Sample Funding Letterattached to this Contract), executed Contract Modification Orders, and executed option letters(in a form substantially equivalent to the Sample Option Letter attached to this Contract), allof which constitute one instrument.

E. “Contract Funds” means the funds that have been appropriated, designated, encumbered,or otherwise made available for payment by the State under this Contract and all Task Orders.

F. “Contract Maximum Amount” means the cumulative not-to-exceed amount for all TaskOrders issued pursuant to this Contract as shown on the Cover Page for this Contract.

G. “Contract Modification Order” means a written order issued to the Contractor by the Statecovering contingencies, extra Work, increases or decreases in quantities, and additional oralteration to the Plans or specifications, within the scope of the Task Order, and establishingthe basis of payment and time adjustments for the Work affected by the changes. ContractModification Orders shall be issued in a form substantially equivalent to the Sample ContractModification Order attached to this Contract.

H. “CORA” means the Colorado Open Records Act, §§24-72-200.1, et seq., C.R.S.I. “Deliverable” means the outcome to be achieved or output to be provided, in the form of

tangible or intangible Materials or Services that are produced as a result of Contractor’s Workthat are intended to be delivered to the State by Contractor.

J. “Effective Date” means the date on which this Contract is approved and signed by theColorado State Controller or designee, as shown on the Signature Page for this Contract.

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K. “Engineer” means the Chief Engineer of the State acting directly or through an authorized representative, who is responsible for engineering and administrative supervision of the Project.

L. “Exhibits” means the exhibits attached to this Contract as shown on the Cover Page for this Contract.

M. “Extension Term” means the time period defined in §2.C. N. “Incident” means any accidental or deliberate event that results in or constitutes an imminent

threat of the unauthorized access loss, disclosure, modification, disruption, or destruction of any communications or information resources of the State, which are included as part of the Work, as described in §§24-37.5-401, et seq., C.R.S. Incidents include, without limitation, (i) successful attempts to gain unauthorized access to a State system or State Records regardless of where such information is located; (ii) unwanted disruption or denial of service; (iii) the unauthorized use of a State system for the processing or storage of data; or (iv) changes to State system hardware, firmware, or software characteristics without the State’s knowledge, instruction, or consent.

O. “Initial Term” means the time period defined in §2.B. P. “Materials” means all components required for use in the construction of a Project. Q. “Notice to Proceed” means a written notice from the State to the Contractor to proceed with

the Work. R. “Party” means the State or Contractor, and “Parties” means both the State and Contractor. S. “PII” means personally identifiable information including, without limitation, any

information maintained by the State about an individual that can be used to distinguish or trace an individual‘s identity, such as name, social security number, date and place of birth, mother‘s maiden name, or biometric records. PII includes, but is not limited to, all information defined as personally identifiable information in §§24-72-501 and 24-73-101, C.R.S.

T. “Plans” means the plans adopted for Projects for each executed Task Order, including the “Detailed Plans” that are found at https://cdot.dbesystem.com/.

U. “Project” means a specific portion of the Work that is included in a Task Order. V. “Services” means the services to be performed by Contractor as set forth in this Contract or

in Task Orders, and shall include any services to be rendered by Contractor in connection with the Materials.

W. “Special Provisions for this Project” means the State’s specifications generated for this project, including the “Project Special Provisions” that are found at https://cdot.dbesystem.com/.

X. “Standard Specifications” means the current Standard Specifications for Road and Bridge Construction that are found at https://www.codot.gov/business/designsupport/cdot-construction-specifications.

Y. “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. State Confidential Information shall not include information or data concerning individuals that is not deemed confidential but

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nevertheless belongs to the State, which has been communicated, furnished, or disclosed by the State to Contractor which (i) is subject to disclosure pursuant to CORA; (ii) is already known to Contractor without restrictions at the time of its disclosure to Contractor; (iii) is or subsequently becomes publicly available without breach of any obligation owed by Contractor to the State; (iv) is disclosed to Contractor, without confidentiality obligations, by a third party who has the right to disclose such information; or (v) was independently developed without reliance on any State Confidential Information.

Z. “State Fiscal Rules” means the fiscal rules promulgated by the Colorado State Controller pursuant to §24-30-202(13)(a), C.R.S.

AA. “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.

BB. “State Records” means any and all State data, information, and records, regardless of physical form.

CC. “Subcontractor” means any third party engaged by Contractor to aid in performance of the Work.

DD. “Supplemental Specifications” means specifications which may be attached to a Task Order.

EE. “Surety” means the corporation, partnership, or individual, other than the Contractor, executing a bond furnished by the Contractor.

FF. “Task Order” means a document issued in accordance with §5.B of the Contract that specifically describes the authorized Work to be performed on a Project.

GG. “Work” means the furnishing of all labor, materials, equipment, and incidentals necessary to successfully complete a Project according to all duties and obligations imposed by the applicable Task Order and the Contract, which includes all Materials and Services.

HH. “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 Contract that is defined elsewhere in this Contract or in an Exhibit shall be construed and interpreted as defined in that section or Exhibit.

5. STATEMENT OF WORK AND TASK ORDERS A. General Statement of Work

Contractor shall complete the Work as described in this Contract in accordance with the provisions of Exhibit A and any Task Order, including the Project Special Provisions, Plans and specifications, the Special Provisions for this Project, and the Standard Specifications. The State shall have no liability to compensate Contractor for the delivery of any goods or the performance of any services that are not specifically set forth in the Contract or a properly executed Task Order.

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B. Task Orders The State may execute Task Orders to authorize Contractor to perform portions of the Work. The State may execute Task Orders at its discretion, and the State is not required to execute any minimum number of Task Orders under this Contract. i. Task Order Development

To initiate a Task Order, the State will provide a request to Contractor by issuing a notice of a joint scope meeting that describes the general scope and intent of the Work it desires Contractor to perform under that Task Order and the timeline for Contractor to submit a proposal in response to the request. Contractor shall submit a proposal to the State, within the timeline provided by the State, in response to the State's request that contains, without limitation, a description of all of the following for the Project described in that Task Order: a. The Deliverables and other end results of the Project that the State will use to

determine if the Project is complete and the dates on which those Deliverables and other end results will be complete.

b. All activities necessary for Contractor to complete the Project. This description may be in the form of a work breakdown structure if requested or approved by the State.

c. All timelines and milestones that the State will use to determine if Contractor is on schedule to complete the Project. This description may be in the form of a project plan if requested or approved by the State.

d. The total price of the Project, including a breakdown of any applicable materials costs, labor costs and other cost components as requested by the State as described in this Contract. The total price of a Project shall be determined based on any applicable fixed unit price rate provided in Exhibit A and force account pricing for Work approved by the State through the Task Order development process. Establishment of pricing for any non-fixed cost pay items shall be in accordance with the current Standard Specifications. If no agreement to pricing can be made, then the Work will proceed with payment for non-fixed cost items made pursuant to the current Standard Specifications.

The State may direct Contractor to make changes to any proposal Contractor submits to the State. Contractor shall make all changes as directed by the State and may modify its price for the Project contained in that proposal to account for those changes. The State may accept or reject any proposal Contractor submits at any time, and may choose to not proceed with a Project prior to execution of a Task Order for that Project, in its sole discretion.

ii. Task Order Issuance If the State accepts a proposal from Contractor, then the State will include that proposal as the statement of work for a Task Order. The State shall execute that Task Order in a form substantially similar to the Form of Task Order attached to this Contract. The State's issuance of a Task Order based on Contractor's signed proposal shall constitute an acceptance of Contractor's proposal and no further signature shall be required on the part of Contractor. Contractor shall not begin work on any Project until the Task Order

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for that Project is fully executed and Contractor receives a Notice to Proceed from the State.

iii. Task Order Completion Time Contractor shall perform the Project described in each Task Order that the State has executed, within the timelines and by the completion dates identified in that Task Order’s stated requirements and any associated Project Special Provisions. The obligations and requirements of a Task Order shall be deemed to be obligations and requirements of this Contract. The Contractor shall not commence Work for a Task Order prior to the issuance of a Notice to Proceed. The Notice to Proceed will stipulate the date on which contract time commences for a Task Order. When the Task Order specifies a completion date, all Work under the Task Order shall be completed on or before that date. No extension of the completion date will be allowed for inclement weather, foreseeable causes, or conditions under the control of the Contractor. If all Work under a Task Order is not completed on or before the specified completion date, contract time will be assessed for each additional calendar day in accordance with §108.08(a), Standard Specifications. For time extension requests, the Contractor shall provide a two-part submittal in accordance with §108.08(d), Standard Specifications; part one shall consist of a written notice of the delay and part two shall consist of the Contractor’s delay documentation and supporting analysis.

iv. Task Order Modifications Modifications to Task Orders permitted under this Contract, other than contract amendments, shall conform to the policies issued by the Colorado State Controller. Bilateral changes within the general scope of a Task Order may be executed using the Contract Modification Order process described in the current Standard Specifications using a form substantially equivalent to the Sample Contract Modification Order attached to this Contract.

v. Task Order Termination Regardless of the date of any Deliverable or other end result of a Task Order, all Task

Orders shall automatically terminate upon the date that this Contract expires or is terminated for any reason, unless the State directs otherwise in writing.

6. PAYMENTS TO CONTRACTOR A. Contract Maximum Amount

The Contract Maximum Amount shall be as stated on the Cover Page of this Contract. The State shall not issue Task Orders resulting in a cumulative amount in excess of the Contract Maximum Amount. The State, at its discretion, shall have the option to increase/decrease the Contract Maximum Amount of this Contract at the same rates and under the same terms specified in the Contract. In order to exercise this option, the State shall provide written notice to Contractor in a form substantially equivalent to the Sample Option Letter attached to this Contract. Delivery/performance of the Work shall continue at the same rates and under the same terms as established in this Contract and through Task Orders. Payments to Contractor are limited to the unpaid, obligated balance of the Contract Funds identified in each Task Order executed under this Contract. The State’s financial obligation for this Contract is limited to the unpaid, obligated balance of the Contract Funds for all Task Orders.

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B. Payment Procedures The State shall pay Contractor in the amounts and in accordance with the requirements of the Standard Specifications and the Supplemental Specifications, for the completed Work at the unit prices set forth in Exhibit A, and such further amounts as may be required for extra Services or Materials provided according to the provisions and subject to the conditions set forth in the Standard Specifications and Supplemental Specifications for each executed Task Order under this Contact. The State is prohibited by law from making commitments beyond the term of the current State Fiscal Year. Payment to Contractor beyond the current State Fiscal Year is contingent on the appropriation and continuing availability of Contract 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 Contract Funds the State’s obligation to pay Contractor shall be contingent upon such non-State funding continuing to be made available for payment. Payments to be made pursuant to this Contract shall be made only from Contract Funds, and the State’s liability for such payments shall be limited to the amount remaining of such Contract Funds. If State, federal or other funds are not appropriated, or otherwise become unavailable to fund this Contract, the State may, upon written notice, terminate this Contract, in whole or in part, without incurring further liability. The State shall, however, remain obligated to pay for Services and Materials that are delivered and accepted prior to the effective date of notice of termination, and this termination shall otherwise be treated as if this Contract were terminated in the public interest as described in §108.11, Standard Specifications.

C. Indefinite Quantity Contract, Funding Letter This Contract is an indefinite quantity contract for the Services and Materials specified herein. The number of units of each required to complete the Work may change. The Parties have estimated the quantity and cost of such Services and Materials, but such estimates may vary from actual required quantities and costs associated with each executed Task Order under this Contract. i. Contract Funds are not currently available or encumbered in the amount of the Contract

Maximum Amount stated on the cover page of this Contract. The Contractor shall not perform Work that creates a financial obligation of the State exceeding the amount of available Contract Funds specified herein and in each Task Order awarded under this Contract. The State is not liable beyond the amount of Contract Funds specified in each Task Order awarded under this Contract.

ii. The State may increase or decrease Contract Funds available in Task Orders awarded under this Contract by issuing a funding letter substantially equivalent to the Sample Funding Letter attached to this Contract and bearing the approval of the State Controller or his designee. The funding letter shall not be deemed valid unless and until approved by the State Controller or his designee.

7. PAYMENT AND PERFORMANCE BONDS Individually executed Task Orders in excess of $150,000.00 shall not take effect or be in force until the Contractor has furnished and delivered to the State a Task Order performance bond and a payment bond (in forms substantially equivalent to the Sample Task Order Performance Bond and the Sample Task Order Payment Bond attached to this Contract), acceptable to the State, in the

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penal sum equal to the Task Order maximum not to exceed amount duly executed by a corporate surety, qualified and licensed to do business in Colorado and maintaining a general agent therein.

8. REPORTING - NOTIFICATION A. Litigation Reporting

If Contractor 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 Contract or may affect Contractor’s ability to perform its obligations under this Contract, Contractor 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 on the Cover Page of this Contract.

9. CONTRACTOR RECORDS A. Maintenance

Contractor shall maintain a file of all documents, records, communications, notes and other materials relating to the Work (the “Contractor Records”). Contractor Records shall include all documents, records, communications, notes and other materials maintained by Contractor that relate to any Work performed by Subcontractors, and Contractor shall maintain all records related to the Work performed by Subcontractors required to ensure proper performance of that Work. Contractor shall maintain Contractor Records until the last to occur of: (i) the date 3 years after the date this Contract expires or is terminated, (ii) final payment under this Contract is made, (iii) the resolution of any pending Contract matters, (iv) if an audit is occurring, or Contractor has received notice that an audit is pending, the date such audit is completed and its findings have been resolved (the “Record Retention Period”) or the period for which is identified for record retention in the Standard Specifications.

B. Inspection Contractor shall permit the State, the federal government, and any other duly authorized agent of a governmental agency to audit, inspect, examine, excerpt, copy and transcribe Contractor Records during the Record Retention Period. Contractor shall make Contractor Records available during normal business hours at Contractor’s office or place of business, or at other mutually agreed upon times or locations, upon no fewer than two 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, the federal government, and any other duly authorized agent of a governmental agency, in its discretion, may monitor Contractor’s performance of its obligations under this Contract using procedures as determined by the State or that governmental entity. The State shall monitor Contractor’s performance in a manner that does not unduly interfere with Contractor’s performance of the Work.

D. Final Audit Report Contractor shall promptly submit to the State a copy of any final audit report of an audit performed on Contractor’s records that relates to or affects this Contract or the Work, whether the audit is conducted by Contractor or a third party.

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10. CONFIDENTIAL INFORMATION-STATE RECORDS A. Confidentiality

Contractor shall keep confidential, and cause all Subcontractors to keep confidential, all State Records, unless those State Records are publicly available. Contractor shall not, without prior written approval of the State, use, publish, copy, disclose to any third party, or permit the use by any third party of any State Records, except as otherwise stated in this Contract, permitted by law or approved in writing by the State. Contractor shall provide for the security of all State Confidential Information in accordance with all applicable laws, rules, policies, publications, and guidelines. Contractor shall immediately forward any request or demand for State Records to the State’s Principal Representative identified on the Cover Page of this Contract.

B. Other Entity Access and Nondisclosure Agreements Contractor 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 Contract. Contractor shall ensure all such agents, employees, assigns, and Subcontractors sign agreements containing nondisclosure provisions at least as protective as those in this Contract, and that the nondisclosure provisions are in force at all times the agent, employee, assign or Subcontractor has access to any State Confidential Information. Contractor shall provide copies of those signed nondisclosure provisions to the State upon execution of the nondisclosure provisions if requested by the State.

C. Use, Security, and Retention Contractor shall use, hold and maintain State Confidential Information in compliance with any and all applicable laws and regulations only in facilities located within the United States, and shall maintain a secure environment that ensures confidentiality of all State Confidential Information. Contractor shall provide the State with access, subject to Contractor’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 Contract, Contractor shall return State Records provided to Contractor or destroy such State Records and certify to the State that it has done so, as directed by the State. If Contractor is prevented by law or regulation from returning or destroying State Confidential Information, Contractor warrants it will guarantee the confidentiality of, and cease to use, such State Confidential Information.

D. Incident Notice and Remediation If Contractor becomes aware of any Incident, Contractor 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 Contractor can establish that Contractor, and its agents, employees, and Subcontractors are not the cause or source of the Incident, Contractor shall be responsible for the cost of notifying each person who may have been impacted by the Incident. After an Incident, Contractor shall take steps to reduce the risk of incurring a similar type of Incident in the future as directed by the State, which 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. The State may adjust or direct modifications to this plan in its sole discretion, and Contractor shall make all modifications as directed by the State. If Contractor cannot produce its analysis and plan within the allotted time, the State, in

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its sole discretion, may perform such analysis and produce a remediation plan, and Contractor shall reimburse the State for the actual costs thereof. The State may, in its sole discretion and at Contractor’s sole expense, require Contractor to engage the services of an independent, qualified, State-approved third party to conduct a security audit. Contractor shall provide the State with the results of such audit and evidence of Contractor’s planned remediation in response to any negative findings.

E. Data Protection and Handling Contractor shall ensure that all State Records and Work Product in the possession of Contractor or any Subcontractors are protected and handled in accordance with the requirements of this Contract, including the requirements of any Exhibits hereto, at all times.

F. Safeguarding PII If Contractor or any of its Subcontractors will or may receive PII under this Contract, Contractor shall provide for the security of such PII, in a manner and form acceptable to the State, including, without limitation, State non-disclosure requirements, use of appropriate technology, security practices, computer access security, data access security, data storage encryption, data transmission encryption, security inspections, and audits. Contractor 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.

11. CONFLICTS OF INTEREST A. Actual Conflicts of Interest

Contractor 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 Contractor under this Contract. Such a conflict of interest would arise when a Contractor 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 Contract.

B. Apparent Conflicts of Interest Contractor acknowledges that, with respect to this Contract, even the appearance of a conflict of interest shall be harmful to the State’s interests. Absent the State’s prior written approval, Contractor shall refrain from any practices, activities or relationships that reasonably appear to be in conflict with the full performance of Contractor’s obligations under this Contract.

C. Disclosure to the State If a conflict or the appearance of a conflict arises, or if Contractor is uncertain whether a conflict or the appearance of a conflict has arisen, Contractor 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 Contract.

D. Contractor acknowledges that all State employees are subject to the ethical principles described in §24-18-105, C.R.S. Contractor further acknowledges that State employees may be subject to the requirements of §24-18-105, C.R.S., with regard to this Contract. For the avoidance of doubt, an actual or apparent conflict of interest shall exist if Contractor employs or contracts with any State employee, any former State employee within six months following such employee’s termination of employment with the State, or any immediate family member

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of such current or former State employee. Contractor shall provide a disclosure statement as described in §11.C no later than ten days following entry into a contractual or employment relationship as described in this section. Failure to timely submit a disclosure statement shall constitute a Breach of Contract. Contractor may also be subject to such penalties as are allowed by law.

12. INSURANCE Contractor shall obtain and maintain, and ensure that each Subcontractor shall obtain and maintain, insurance as specified in this section and §107.15, Standard Specifications, at all times during the term of this Contract. All insurance policies required by this Contract shall be issued by insurance companies with an AM Best rating of A-VIII or better and approved by the State. The Contractor shall obtain, and maintain at all times during the term of this Contract, insurance in the following kinds and amounts: A. Workers’ Compensation

Workers’ compensation insurance as required by state statute, and employer’s liability insurance covering all of Contractor’s employees acting within the course and scope of their employment.

B. General Liability Commercial general liability insurance covering premises operations, fire damage, independent contractors, products and completed operations, blanket contractual liability, personal injury, and advertising liability with minimum limits as follows: i. $1,000,000 each occurrence; ii. $2,000,000 general aggregate; iii. $2,000,000 products and completed operations aggregate; and iv. $50,000 any one fire. v. Completed operations coverage shall be provided for a minimum period of one year

following final acceptance of Work. If any aggregate limit is reduced below $1,000,000 because of claims made or paid, the Contractor shall immediately obtain additional insurance to restore the full aggregate limit and furnish to State a certificate or other document satisfactory to State showing compliance with this provision.

C. 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.

D. Professional Liability Insurance Professional liability insurance covering any damages caused by an error, omission or any negligent act with minimum limits of liability of not less than $1,000,000 each occurrence and $1,000,000 general aggregate for both the Contractor or any Subcontractors when: i. Contract items 625, 629, or both are included in the Contract. ii. Plans, specifications, and submittals are required to be signed and sealed by the

Contractor’s Professional Engineer, including but not limited to:

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a. Shop drawings and working drawings as described in §105.02, Standard Specifications;

b. Mix designs; c. Contractor performed design work as required by the Plans and

specifications; d. Change Modification Orders; and e. Approved value engineering change proposals.

iii. The Contractor and any included Subcontractor shall renew and maintain professional liability insurance as outlined above for a minimum of one year following final acceptance of Work.

E. Umbrella or Excess Liability Insurance Umbrella or excess liability insurance with minimum limits of $1,000,000 each occurrence. This policy shall become primary (drop down) in the event the primary liability policy limits are impaired or exhausted. The policy shall be written on an occurrence form and shall be following form of the primary. The following form excess liability shall include the State as an additional insured.

F. Additional Insured The State shall be named as additional insured on all commercial general liability policies and Automobile Liability Insurance policies. Completed operations additional insured coverage shall be on endorsements CG 2010 11/85, CG 2037, or equivalent.

G. Primacy of Coverage Coverage required of the Contract and each Subcontractor shall be primary and noncontributory over any insurance or self-insurance program carried by Contractor or the State.

H. Cancellation The above 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 Contractor and Contractor shall forward to the Engineer in accordance with §16 within seven days of the Contractor’s receipt of such notice.

I. Subrogation Waiver All insurance policies secured or maintained by the Contractor or its Subcontractors in relation to this Contract shall include clauses stating that each carrier shall waive all rights of recovery under subrogation or otherwise against the State, its agencies, institutions, organizations, officers, agents, employees and volunteers.

J. Public Entities If Contractor is a “public entity” within the meaning of the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S. (the “GIA”), Contractor shall maintain, in lieu of the liability insurance requirements stated above, at all times during the term of this Contract such liability insurance, by commercial policy or self-insurance, as is necessary to meet its liabilities under the GIA. Upon request by the State, Contractor shall show proof of such insurance satisfactory to the State. Public entity Contractors are not required to name the State as an

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additional insured. If a Subcontractor is a public entity within the meaning of the GIA, Contractor shall ensure that the Subcontractor maintains at all times during the terms of this Contract, in lieu of the liability insurance requirements stated above, such liability insurance, by commercial policy or self-insurance, as is necessary to meet the Subcontractor’s obligations under the GIA.

K. Certificates Contractor shall provide to the State certificates evidencing Contractor’s insurance coverage required in this Contract prior to the Effective Date. Contractor shall provide to the State certificates evidencing Subcontractor insurance coverage required under this Contract prior to the Effective Date, except that, if Contractor’s subcontract is not in effect as of the Effective Date, Contractor shall provide to the State certificates showing Subcontractor insurance coverage required under this Contract within seven Business Days following Contractor’s execution of the subcontract. No later than 15 days prior to the expiration date of Contractor’s or any Subcontractor’s coverage, Contractor shall deliver to the State certificates of insurance evidencing renewals of coverage. At any other time during the term of this Contract, upon request by the State, Contractor shall, within seven Business Days following the request by the State, supply to the State evidence satisfactory to the State of compliance with the provisions of this section.

L. Subcontractor Insurance When the Contractor requires a Subcontractor to obtain insurance coverage under a Task Order, the types and minimum limits of this coverage may be different than those required, as stated above, for the Contractor, except for the commercial general liability additional insured endorsement and those that qualify as needing professional liability insurance. Any requirements shall be specified in the Task Order.

13. DEFAULT OF CONTRACT A. The State may send a written notice of intent to find the Contractor in default to the Contractor

and the Surety by certified mail for any of the reasons listed below. The notice will describe the conditions causing the impending default, advise them of the actions required for remedy, and state that if the conditions have not been corrected within ten calendar days of receipt of the notice, the State will find the Contractor in default. The State may send a written notice of intent under this §13.A if the Contractor: i. Fails to begin the Work within the time specified to begin Work, or ii. Fails to perform the Work with sufficient resources to assure its timely completion, or iii. Discontinues the Work, or iv. Fails to resume discontinued Work, or v. Becomes insolvent, is declared bankrupt, commits an act of bankruptcy or insolvency,

allows a final judgment to remain unsatisfied for a period of ten calendar days, makes an assignment for the benefit of creditors, or

vi. Fails to comply with the Contract regarding minimum wage payments, DBE requirements, or EEO requirements, or

vii. Is a party to fraud.

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If the Contractor fails to correct the conditions identified in the notice of intent to find the Contractor in default within ten calendar days of receipt, the State may serve the Contractor with an immediate notice of default and take prosecution of the Work from the Contractor. Copies of the default notice will also be sent, by certified mail, to the Contractor and the Surety. Notwithstanding any provision of this Contract or the Standard Specifications to the contrary, the State, in its discretion, need not provide notice or a cure period and may immediately terminate this Contract or any Task Order in whole or in part or institute any other remedy in this Contract in order to protect the public interest of the State; or if Contractor is debarred or suspended by the federal government or the State under §24-109-105, C.R.S., the State, in its discretion, need not provide notice or cure period and may terminate this Contract or any Task Order in whole or in part or institute any other remedy in this Contract as of the date that the debarment or suspension takes effect.

B. The State may send a written notice of intent to find the Contractor in default to the Contractor and the Surety by certified mail for the reason listed below. The notice will include a stop work order which will require the Contractor to cease Work on the Contract items that are unacceptable. The notice will describe the conditions causing the impending default, advise the Contractor of the actions required for remedy and state that if the conditions have not been corrected within ten calendar days of receipt of the notice, the State will find the Contractor in default. The State may send a written notice of intent under this §13.B if the Contractor fails to perform the Work to Contract requirements or neglects or refuses to correct or remove and replace rejected Materials or unacceptable Work. The Contractor shall not resume Work on the unacceptable Contract items until the following conditions have been met: i. The Contractor shall submit a written proposal to the Engineer outlining the procedures

which will be followed by the Contractor to correct the unacceptable conditions, and; ii. The Engineer and the Contractor shall meet to discuss the written proposal, and; iii. The Engineer will issue written permission for the Contractor to commence Work. If

the Contractor fails to meet these three conditions within ten calendar days of receipt of the notice of intent to find the Contractor in default, or if at any time after the Contractor resumes Work, the Work does not meet Contract requirements or the Contractor again neglects or refuses to correct or remove and replace rejected Materials or unacceptable Work, the State may serve the Contractor with an immediate notice of default and take prosecution of the Work from the Contractor. Copies of the default notice will also be sent, by certified mail, to the Contractor and the Surety.

C. In the case of default under either §108.10(a) or §108.10(b), Standard Specifications: i. The State will revoke the Contractor’s prequalification. If the State chooses to rebid the

remaining Contract Work on this Project, the Contractor will not be allowed to submit a bid for this Work.

ii. The State may appropriate or use Materials at the Project site and contract with others to complete the remaining Contract Work.

iii. The State will determine the methods used for completion of the Contract. iv. Resulting costs and charges incurred by the State will be deducted from payments owed

the Contractor. If such costs exceed the payment owed the Contractor, the Contractor

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and Surety shall reimburse the State for these costs. These costs and charges may include but are not limited to: cost of Contract completion, including designing, advertising, bidding and awarding the remaining work and liquidated damages or disincentives.

D. If the notice of default is determined to be in error, the rights and obligations of the Parties shall be the same as if the Contract had been terminated in accordance with §108.10, Standard Specifications. Damages for improper notice of default may be awarded accordingly.

14. TERMINATION OF CONTRACT

Parties will act in accordance with §108.11, Standard Specifications, which requires:

A. Termination Notice The State may terminate Work under the Contract in whole or in part if the Engineer determines that termination is in the State’s best interest. Contract termination will be initiated by the Engineer’s written contract termination notice to the Contractor (“Contract Termination Notice”). The notice will specify the effective date of such termination.

B. Canceled Commitments The Contractor, after receiving the Contract Termination Notice, shall cancel any outstanding commitments for procurement of materials, supplies, equipment, and miscellaneous items. In addition, the Contractor shall use reasonable effort to cancel or divert any outstanding subcontract commitments to the extent they relate to any Work terminated. With respect to such canceled commitments the Contractor shall: i. Settle all outstanding liabilities and all claims arising out of these canceled

commitments. Such settlements will be approved by the Engineer and shall be final; and

ii. Assign to the State all of the rights, title and interest of the Contractor under the terminated orders and subcontracts, as directed. The State will then have the right to settle or pay any or all claims arising out of the termination of these commitments.

C. Termination Claim The Contractor shall submit the termination claim to the Engineer within 90 days after the termination notice effective date. During the 90-day period, the Contractor may make a written request for a time extension in preparing the claim. Any time extension must be approved by the Engineer. If the Contractor fails to submit the termination claim within the time allowed, the Engineer may determine the amount due the Contractor by reason of the termination.

D. Payment Subject to §14.C above, the Contractor and Engineer may agree upon the whole or any part of the amount to be paid to the Contractor because of the termination. The amount may include reasonable cancellation charges incurred by the Contractor. The amount may also include any reasonable loss upon outstanding commitments for subcontracts which the Contractor is unable to cancel, provided the Contractor has made reasonable effort to divert the commitments to other activities. The amount agreed upon shall be embodied in a Contract Modification Order and the Contractor shall be paid that amount. Payments claimed and agreed to pursuant to termination shall be based on the Contract unit prices. Payment for

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partially completed lump sum items may be made in the proportion that the partially completed Work is to the total lump sum item. Where Work performed is of a nature that it is impossible to separate the costs of uncompleted Work from completed units, the Contractor will be paid the actual cost incurred for the necessary preparatory Work and other Work accomplished. The State may from time to time, under terms and conditions it may prescribe, make partial payments against costs incurred by the Contractor in connection with the Contract termination. The total of such payments shall not exceed the amount, as determined by the Engineer, the Contractor will be entitled to hereunder.

E. Disposition of Work and Inventory The Contractor shall transfer title and deliver to the State, as directed, such items which, if the Contract had been completed, would have been furnished to the State including: i. Completed and partially completed Work; and ii. Materials or equipment produced or in process or acquired in connection with the

performance of the Work terminated by the notice. Other than the above, any termination inventory resulting from the Contract termination may, with written approval of the Engineer, be sold or acquired by the Contractor under the conditions prescribed by and at prices approved by the Engineer. The proceeds of any such disposition shall be applied to reduce any payments to the Contractor under the Contract, or shall otherwise be credited to the cost of Work covered by the Contract, or paid in a manner as directed. Until final disposition, the Contractor shall protect and preserve all the material related to the Contract which is in the Contractor’s possession and in which the State has or may acquire an interest.

F. Cost Records The Contractor agrees to make cost records available to the extent necessary to determine the validity and amount of each item claimed.

G. Contractual Responsibilities Termination of the Contract or any Task Order or portion thereof shall not relieve the Contractor of contractual responsibilities for the Work completed, nor shall it relieve the Surety of its obligation for and concerning any just claim arising out of the Work performed.

15. DISPUTE RESOLUTION Subsections 105.22, 105.23, and 105.24 of the Standard Specifications detail the process through which the Parties agree to resolve any issue that may result in a dispute under this Contract. The intent of the process is to resolve issues early, efficiently, and as close to the Project level as possible. Figure 105-1 in the standard special provisions outlines the process. Specified time frames may be extended by mutual agreement of the State and the Contractor. In these subsections, when a time frame ends on a Saturday, Sunday or holiday, the time frame shall be extended to the next scheduled work day.

16. NOTICES AND REPRESENTATIVES Each individual identified as a Principal Representative on the Cover Page for this Contract shall

be the principal representative of the designating Party. All notices required or permitted to be given under this Contract shall be in writing, and shall be delivered (A) by hand with receipt required, (B) by certified or registered mail to such Party’s principal representative at the address set forth on the Cover Page for this Contract or (C) as an email with read receipt requested to the

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principal representative at the email address, if any, set forth on the Cover Page for this Contract. 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 on the Cover Page for this Contract. Either Party may change its principal representative or principal representative contact information, or may designate specific other individuals to receive certain types of notices in addition to or in lieu of a principal representative by notice submitted in accordance with this section without a formal amendment to this Contract. Unless otherwise provided in this Contract, notices shall be effective upon delivery of the written notice.

17. RIGHTS IN WORK PRODUCT AND OTHER INFORMATION If the Contractor employs any design, device, material, or process covered by letters of patent or

copyright, the Contractor shall provide for their use by suitable legal agreement with the patentee or owner. The Contractor and the Surety shall indemnify and save harmless the State, any affected third party, or political sub-division from any and all claims for infringement resulting from the use of any patented design, device, material or process, or any trademark or copyright, and shall indemnify the State for any costs, expenses, and damages which they may be obliged to pay by reason of any infringement, during the prosecution or after the completion of the Contract. Except to the extent specifically provided elsewhere in this Contract or a Task Order, all State Records, 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 information provided by or on behalf of the State to Contractor are the exclusive property of the State (collectively, “State Documents”). Contractor shall not use, willingly allow, cause, or permit Work Product or State Documents to be used for any purpose other than the performance of Contractor’s obligations in this Contract without the prior written consent of the State. Upon termination of this Contract for any reason, Contractor shall provide all Work Product and State Documents to the State in a form and manner as directed by the State.

18. STATEWIDE CONTRACT MANAGEMENT SYSTEM If the maximum amount payable to Contractor under this Contract is $100,000 or greater, either on the Effective Date or at anytime thereafter, this section shall apply. Contractor agrees to be governed by and comply with the provisions of §§24-106-103, 24-102-206, 24-106-106, and 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”). Contractor’s performance shall be subject to evaluation and review in accordance with the terms and conditions of this Contract and all executed Task Orders, Colorado statutes governing CMS, and State Fiscal Rules and State Controller policies.

19. GENERAL PROVISIONS A. Assignment

Contractor’s rights and obligations under this Contract 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 Contractor’s rights and obligations approved by the State shall be subject to the provisions of this Contract.

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B. Subcontracts Contractor shall not enter into any subcontract in connection with its obligations under this Contract without the approval of the State. Contractor shall submit to the State a copy of each such subcontract upon request by the State. All subcontracts entered into by Contractor in connection with this Contract 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 Contract.

C. Binding Effect Except as otherwise provided in §19.A., all provisions of this Contract, 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 Contract and the performance of such Party’s obligations have been duly authorized.

E. Captions and References The captions and headings in this Contract are for convenience of reference only, and shall not be used to interpret, define, or limit its provisions. All references in this Contract 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 Contract may be executed in multiple, identical, original counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.

G. Entire Understanding This Contract 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 Contract. Prior or contemporaneous additions, deletions, or other changes to this Contract shall not have any force or effect whatsoever, unless embodied herein.

H. Digital Signatures If any signatory signs this Contract 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.

I. Modification Except as otherwise provided in this Contract, any modification to this Contract shall only be effective if agreed to in a formal amendment to this Contract, properly executed and approved in accordance with applicable Colorado State law and State Fiscal Rules. Modifications permitted under this Contract, other than contract amendments, shall conform to the policies issued by the Colorado State Controller. Bilateral changes within the general scope of a Task

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Order may be executed using the Contract Modification Order process described in the Standard Specifications using a form substantially equivalent to the Sample Contract Modification Order attached to this Contract for any of the reasons listed in the Standard Specifications.

J. Statutes, Regulations, Fiscal Rules, and Other Authority Any reference in this Contract 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 Contract.

K. External Terms and Conditions Notwithstanding anything to the contrary herein, the State shall not be subject to any provision included in any terms, conditions, or agreements appearing on Contractor’s or a Subcontractor’s website or any provision incorporated into any click-through or online agreements related to the Work unless that provision is specifically referenced in this Contract.

L. Severability The invalidity or unenforceability of any provision of this Contract shall not affect the validity or enforceability of any other provision of this Contract, which shall remain in full force and effect, provided that the Parties can continue to perform their obligations under this Contract in accordance with the intent of this Contract.

M. Survival of Certain Contract Terms Any provision of this Contract that imposes an obligation on a Party after termination or expiration of this Contract shall survive the termination or expiration of this Contract and shall be enforceable by the other Party.

N. 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 Contractor. Contractor shall be solely responsible for any exemptions from the collection of excise, sales or use taxes that Contractor may wish to have in place in connection with this Contract.

O. Third Party Beneficiaries Except for the Parties’ respective successors and assigns described in §19.A., this Contract does not and is not intended to confer any rights or remedies upon any person or entity other than the Parties. Enforcement of this Contract 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 Contract are incidental to this Contract, and do not create any rights for such third parties.

P. Waiver A Party’s failure or delay in exercising any right, power, or privilege under this Contract, whether explicit or by lack of enforcement, shall not operate as a waiver, nor shall any single

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or partial exercise of any right, power, or privilege preclude any other or further exercise of such right, power, or privilege.

Q. CORA Disclosure To the extent not prohibited by federal law, this Contract 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 Contractor shall perform its obligations under this Contract in accordance with the highest standards of care, skill and diligence in Contractor’s industry, trade, or profession.

S. Licenses, Permits, and Other Authorizations i. Contractor shall secure, prior to the Effective Date, and maintain at all times during the

term of this Contract, at its sole expense, all licenses, certifications, permits, and other authorizations required to perform its obligations under this Contract, 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 Contract.

ii. Contractor, if a foreign corporation or other foreign entity transacting business in the State of Colorado, shall obtain prior to the Effective Date and maintain at all times during the term of this Contract, at its sole expense, a certificate of authority to transact business in the State of Colorado and designate a registered agent in Colorado to accept service of process.

T. Indemnification i. General Indemnification

Contractor shall indemnify, save, and hold harmless the State, its employees, agents and assignees (collectively, the “Indemnified Parties”), against any and all costs, expenses, claims, damages, liabilities, court awards and other amounts (including attorneys’ fees and related costs) incurred by any of the Indemnified Parties in relation to any act or omission by Contractor, or its employees, agents, Subcontractors, or assignees in connection with this Contract.

ii. Confidential Information Indemnification Disclosure or use of State Confidential Information by Contractor in violation of §10 may be cause for legal action by third parties against Contractor, the State, or their respective agents. Contractor shall indemnify, save, and hold harmless the Indemnified Parties, against any and all claims, damages, liabilities, losses, costs, expenses (including attorneys’ fees and costs) incurred by the State in relation to any act or omission by Contractor, or its employees, agents, assigns, or Subcontractors in violation of §10.

iii. Intellectual Property Indemnification Contractor shall indemnify, save, and hold harmless the Indemnified Parties, against any and all costs, expenses, claims, damages, liabilities, and other amounts (including attorneys’ fees and costs) incurred by the Indemnified Parties in relation to any claim

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that any Work infringes a patent, copyright, trademark, trade secret, or any other intellectual property right.

20. COLORADO SPECIAL PROVISIONS (COLORADO FISCAL RULE 3-3) These Special Provisions apply to all contracts except where noted in italics.

A. STATUTORY APPROVAL. §24-30-202(1), C.R.S. This Contract shall not be valid until it has been approved by the Colorado State Controller or designee. If this Contract is for a Major Information Technology Project, as defined in §24-37.5-102(2.6), C.R.S., 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. Financial obligations of the State payable after the current State Fiscal Year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available.

C. GOVERNMENTAL IMMUNITY. Liability for claims for injuries to persons or property arising from the negligence of the State, its departments, boards, commissions committees, bureaus, offices, employees and officials shall be controlled and limited by the provisions of the Colorado Governmental Immunity Act, §24-10-101, et seq., C.R.S.; the 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

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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.

H. SOFTWARE PIRACY PROHIBITION. State or other public funds payable under this Contract shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. Contractor hereby certifies and warrants that, during the term of this Contract and any extensions, Contractor has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that Contractor is in violation of this provision, the State may exercise any remedy available at law or in equity or under this Contract, including, without limitation, immediate termination of this Contract and any remedy consistent with federal copyright laws or applicable licensing restrictions.

I. EMPLOYEE FINANCIAL INTEREST/CONFLICT OF INTEREST. §§24-18-201 and 24-50-507, C.R.S. The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest whatsoever in the service or property described in this Contract. Contractor has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of Contractor’s services and Contractor shall not employ any person having such known interests.

J. VENDOR OFFSET AND ERRONEOUS PAYMENTS. §§24-30-202(1) and 24-30-202.4, C.R.S. [Not applicable to intergovernmental agreements] Subject to §24-30-202.4(3.5), C.R.S., the State Controller may withhold payment under the State’s vendor offset intercept system for debts owed to State agencies for: (i) unpaid child support debts or child support arrearages; (ii) unpaid balances of tax, accrued interest, or other charges specified in §§39-21-101, et seq., C.R.S.; (iii) unpaid loans due to the Student Loan Division of the Department of Higher Education; (iv) amounts required to be paid to the Unemployment Compensation Fund; and (v) other unpaid debts owing to the State as a result of final agency determination or judicial action. The State may also recover, at the State’s discretion, payments made to Contractor in error for any reason, including, but not limited to, overpayments or improper payments, and unexpended or excess funds received by Contractor by deduction from subsequent payments under this Contract, deduction from any payment due under any other contracts, grants or agreements between the State and Contractor, or by any other appropriate method for collecting debts owed to the State.

K. PUBLIC CONTRACTS FOR SERVICES. §§8-17.5-101, et seq., C.R.S. [Not applicable to agreements relating to the offer, issuance, or sale of securities, investment advisory services or fund management services, sponsored projects,

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intergovernmental agreements, or information technology services or products and services] Contractor certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who will perform work under this Contract and will confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Contract, through participation in the E-Verify Program or the State verification program established pursuant to §8-17.5-102(5)(c), C.R.S., Contractor shall not knowingly employ or contract with an illegal alien to perform work under this Contract or enter into a contract with a Subcontractor that fails to certify to Contractor that the Subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Contract. Contractor (i) shall not use E-Verify Program or the program procedures of the Colorado Department of Labor and Employment (“Department Program”) to undertake pre-employment screening of job applicants while this Contract is being performed, (ii) shall notify the Subcontractor and the contracting State agency or institution of higher education within three days if Contractor has actual knowledge that a Subcontractor is employing or contracting with an illegal alien for work under this Contract, (iii) shall terminate the subcontract if a Subcontractor does not stop employing or contracting with the illegal alien within three days of receiving the notice, and (iv) shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to §8-17.5-102(5), C.R.S., by the Colorado Department of Labor and Employment. If Contractor participates in the Department program, Contractor shall deliver to the contracting State agency, Institution of Higher Education or political subdivision, a written, notarized affirmation, affirming that Contractor has examined the legal work status of such employee, and shall comply with all of the other requirements of the Department program. If Contractor fails to comply with any requirement of this provision or §§8-17.5-101, et seq., C.R.S., the contracting State agency, institution of higher education or political subdivision may terminate this Contract for breach and, if so terminated, Contractor shall be liable for damages.

L. PUBLIC CONTRACTS WITH NATURAL PERSONS. §§24-76.5-101, et seq., C.R.S. Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that Contractor (i) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (ii) shall comply with the provisions of §§24-76.5-101, et seq., C.R.S., and (iii) has produced one form of identification required by §24-76.5-103, C.R.S., prior to the Effective Date of this Contract.

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Exhibit A Page 1 of 1 Version 2.18.20

EXHIBIT A SCOPE OF WORK AND CONTRACTOR’S FIXED UNIT PRICE SCHEDULE

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Exhibit B Page 1 of 2 Version 2.18.20

EXHIBIT B, SAMPLE PERFORMANCE BOND

KNOW ALL PERSONS BY THESE PRESENTS, That we ____________________ of the County of ________, in the State of Colorado as Principal, and _____________________ of______________, in the State of ____________________ as surety, are held and firmly bound unto the STATE OF COLORADO, in the penal sum of ________________________________________________ ($______________), with interest thereon at the rate of eight percent (8%) per annum until paid, in good and lawful money of the United States of America, for the payment whereof, well and truly to be made, we bind ourselves, our and each of our heirs, administrators, executors, successors and assigns, jointly and severally, firmly by these presents.

The condition of the obligation is that the Principal and the State of Colorado acting by and through the Principal Representative have entered into a certain Contract, dated , for the construction of a project described as Colorado Project No. ________________, located _______________________ in ________________ County(ies) in the State of Colorado. The work consists of ____________; said work of construction to be done according to the requirements of said contract;

NOW THEREFORE, if the said Principal shall at all times duly and faithfully discharge its, his or their duties under said contract, and shall duly and faithfully perform all the obligations thereof, and shall and will indemnify and save harmless the State of Colorado, and all persons as provided by the Statutes of the State of Colorado, from any and all damages or loss which the said State of Colorado or any persons as provided by the Statutes of the State of Colorado may or shall suffer by reason of the default of the Principal or anyone acting for him as sub-contractor or otherwise in the performance of this contract, or by reason of any failure on the part of said Principal, his agents, servants or employees, his sub-contractor or sub-contractors, or any of them, in the performance of said contract or any portion thereof, these presents shall become void, otherwise to be and remain in full force and effect.

THE STATE OF COLORADO shall be under no obligation, except as expressly provided by statute, to withhold any sums due the said Principal under the terms of this contract, or to protect in any other way the surety or sureties, claimants or others.

No representation or statement of the Principal made to the surety or sureties in application for this bond, or otherwise, shall be read into or be a part of this bond or binding in any way on the obligee herein.

No assignment by Principal to surety of the proceeds of such contract shall be binding, except as to any net surplus after paying all claims chargeable by law or by said contract, against the proceeds thereof.

No extension of time of performance of said contract or delay in the completion of the work there under shall invalidate this bond or release the liability of the surety there under.

This agreement shall not be deemed valid until it shall have been approved by the Controller of the State of Colorado, or such assistant as he may designate.

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Exhibit B Page 2 of 2 Version 2.18.20

IN WITNESS WHEREOF, We have hereunto set our hands and seals at the day and date above written.

Contractor: ____________________________________

Sign Name:

ATTEST: Type Name:

Surety Co.:

Address: _____________________ _____________________

_____________________ Bonding Agent: _____________________

(Title)

Sign Name:

Type Name:

Address: ____________________________ ____________________________ ____________________________

Approved by the STATE OF COLORADO, Department of Transportation, This __________ day of ______________________, A.D. _____.

By _________________________________________________________________ Stephen Harelson, P.E., Chief Engineer, Department of Transportation

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Exhibit C Page 1 of 2 Version 2.18.20

EXHIBIT C, SAMPLE PAYMENT BOND

KNOW ALL PERSONS BY THESE PRESENTS, That we _________________________ of the County of ________, in the State of Colorado as Principal, and _____________________ of_________________, in the State of ___________________ as surety, are held and firmly bound unto the STATE OF COLORADO, in the penal sum of ___________________________ ($___________), with interest thereon at the rate eight of percent (8%) per annum until paid, in good and lawful money of the United States of America, for the payment whereof, well and truly to be made, we bind ourselves, our and each of our heirs, administrators, executors, successors and assigns, jointly and severally, firmly by these presents.

The condition of the obligation is that the Principal and the State of Colorado acting by and through the Principal Representative have entered into a certain Contract, dated , for the construction of a project described as Colorado Project No.: _________________, located on _______________ in __________________ County(ies) in the State of Colorado. The work consists of ___________; said work of construction to be done according to the requirements of said contract;

NOW THEREFORE, if the said Principal, his sub-contractor or subcontractors, and each and all of them, shall duly pay for all labor, materials, and other supplies used or consumed in the performance of the work contracted to be done or any part thereof, and if the said Principal shall also fully indemnify and save harmless the State of Colorado, and all persons as provided by the Statutes of the State of Colorado, from any and all damages or loss which the said State of Colorado or any persons as provided by the Statutes of the State of Colorado may or shall suffer by reason of the default of the Principal or anyone acting for them as sub-contractor or otherwise in connection with such payments, these presents shall become void, otherwise to be and remain in full force and effect.

THE STATE OF COLORADO shall be under no obligation, except as expressly provided by statute, to withhold any sums due the said Principal under the terms of this contract, or to protect in any other way the surety or sureties, claimants or others.

No representation or statement of the Principal made to the surety or sureties in application for this bond, or otherwise, shall be read into or be a part of this bond or binding in any way on the obligee herein.

No assignment by Principal to surety of the proceeds of such contract shall be binding, except as to any net surplus after paying all claims chargeable by law or by said contract, against the proceeds thereof.

No extension of time of performance of said contract or delay in the completion of the work there under shall invalidate this bond or release the liability of the surety there under.

This agreement shall not be deemed valid until it shall have been approved by the Controller of the State of Colorado, or such assistant as he may designate.

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Exhibit C Page 2 of 2 Version 2.18.20

IN WITNESS WHEREOF, We have hereunto set our hands and seals at the day and date above written.

Contractor: ____________________________________

Sign Name:

ATTEST: Type Name:

Surety Co.:

Address: _____________________ _____________________

_____________________ Bonding Agent: ___________________________

(Title)

Sign Name:

Type Name:

Address: ___________________________ ___________________________ ___________________________

Approved by the STATE OF COLORADO, Department of Transportation, This __________ day of ______________________, A.D. _____.

By _________________________________________________________________ Stephen Harelson, P.E., Chief Engineer, Department of Transportation

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Exhibit D Page 1 of 1 Version 2.18.20

EXHIBIT D - FEDERAL REQUIREMENTS

Federal laws and regulations that may be applicable to the Work include:

A. 23 CFR Part 635 concerning “Construction and Maintenance Provisions”, and 23 CFR Part 633, concerning “Required contract Provisions for Federal-Aid Construction Contracts.”

B. 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).

C. The Copeland "Anti-Kickback" Act (18 USC 874) as supplemented in Department of Labor regulations (29 CFR Part 3) (All Contracts for construction or repair).

D. The Davis-Bacon Act (40 USC 276a to a-7) as supplemented by Department of Labor regulations (29 CFR Part 5) (Construction Contracts in excess of $2,000. 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).

E. Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 USC 327-330) as supplemented by Department of Labor regulations (29 CFR Part 5). (Construction Contracts in excess of $2,000).

F. Standards, orders, or requirements issued under section 306 of the Clean Air Act (42 USC 1857(h), section 508 of the Clean Water Act (33 USC 1368). Executive Order 11738, and Environmental Protection Agency regulations (40 CFR Part 15) (Contracts and Subcontracts in excess of $100,000).

G. 42 USC 6101 et seq. 42 USC 2000d, 29 USC 794, and implementing regulation, 45 CFR Part 80 et seq. These acts require that no person shall, on the grounds of race, color, national origin, age, or handicap, be excluded from participation in or be subjected to discrimination in any program or activity funded, in whole or part, by federal funds.

H. The Americans with Disabilities Act (Public Law 101-336; 42 USC 12101, 12102, 12111-12117, 12131-12134, 12141-12150, 12161-12165, 12181-12189, 12201-12213 47 USC 225 and 47 USC 611.

I. 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 this Contract.)

J. The Drug-Free Workplace Act (Public Law 100-690 Title V, subtitle D, 41 USC 701 et seq.).

K. The Age Discrimination Act of 1975, 42 USC Sections 6101 et seq. and its implementing regulation, 45 CFR Part 91.

L. Section 504 of the Rehabilitation Act of 1973, 29 USC 794, as amended, and implementing regulation 45 CFR Part 84.

M. The specific Contract provisions described in Title 49, Code of Federal Regulations, section 18.36(i), which are also deemed incorporated herein. The Contractor shall incorporate such provisions into any Subcontract (s) as terms and conditions of those Subcontracts.

N. Cargo Preference Act, 46 CFR Part 381.7(b). Any items transported by ocean vessel must be transported by privately owned United States-flag commercial vessels. Such vessels shall ship at least 50 percent of the gross tonnage 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. Gross tonnage is computed separately for dry bulk carriers, dry cargo liners, and tankers. For all items transported by ocean vessel, the Contractor shall furnish a legible, English language copy of a rated ‘on-board’ commercial ocean bill-of-lading for each shipment of cargo described in the previous paragraph. Such bill-of-lading shall be furnished within 20 days following the date of loading for shipments originating in the United States and within 30 working days following the date of loading from shipments originating outside the United States. The bill-of-lading shall be furnished to the Resident Engineer and to the following:

Division of National Cargo Office of Market Development Maritime Administration Washington, DC 20590

The Contractor shall also include the language in this Section in all subcontracts issued pursuant to this Contract.

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Exhibit E Page 1 of 1 Version 2.18.20

EXHIBIT E - SAMPLE FUNDING LETTER

COLORADO DEPARTMENT OF TRANSPORTATION CONTRACT FUNDING INCREASE/DECREASE AND APPROVAL LETTER Region: Complete section 1 and submit to CDOT Controller's office.

AUTHORITY: State Controller Policy letter on June 12, 1996 CDOT Controller letter on May 23, 1996

(1) This form to be used for the following contracts/situations only (check the appropriate situation): indefinite quantity, order more/add more utility/railroad, underestimated total cost CDOT construction, sum of CMO's LA construction, underestimated cost CDOT construction, underestimated total cost CDOT consultant, underestimated cost

SECTION 1 (Region use)

Date: (2) Project code (3)

CDOT Controller (FAX #(303) 757-9573 or e-mail CONTROLLER) Project # (4)

From: Region # (5)

Office: (5) Phone # (5) FAX # (5)

CDOT has executed a contract with: (6) Address: (6)

FEIN # (6) Contract routing # (7) PO encumbrance # (indicate PO, SC or PG #) (8)

Fund (9)

Orgn. (9)

Appro. (9)

Prgrm. (9)

Func. (9)

Object/Sub-obj N/P (9)

GBL (9)

Reporting Catg. (9)

Proj/Sub/Phase (9)

Original contract amount $ (10)

Has a Budget Request been processed to cover the contract amount increase? - yes no (14)

Previous Funding Letter(s) Total $ (11) (Funding letter #1 thru # )

Preparer's name (15) PHONE NO:

This Funding Letter Total $ (12) - (# )

Contract Administrator's/Business Manager's Approval (16) PHONE NO:

Adjusted contract amount $ (13)

CDOT Designee Approval (17)

Local Agency approval (18)

SECTION 2 (Controller's Office use) (19)

Total allotment amount $ (19)

Commission budget $ (19)

If construction: CE pool elig. (19)

CE charges $ (19)

Indirect chgs $ (19)

Adjusted contract amount plus total CE & indirect charges calculation $ (19)

I have reviewed the financial status of the project, organization, grant and have determined that sufficient funds are available to cover this increase, effective as of (19)

State Controller or Delegee (20) Date (20)

PO #: Routing #:

Exhibit F Page 1 of 1 Version 2.18.20

EXHIBIT F – SAMPLE CONTRACT MODIFICATION ORDER

COLORADO DEPARTMENT OF TRANPORTATION CONTRACT MODIFICATION ORDER

Project No. Project code

Location

Date Project order No.

Contractor Estimated cost to project Increase Decrease $

Complete Address Total additional days allowed to complete work

Federal oversight

yes no

Modification title

I accept this order, for work to be performed and prices on which payment is to be based.

REQUIRED IN ACCORDANCE WITH THE INSTRUCTIONS IN CDOT’S CONSTRUCTION

MANUAL

REQUIRED FOR ALL CHANGE ORDERS Authorized by Project Engineer: Date

Approved by FHWA Operations Engineer:

Date

Contractor Representative: Date OPTIONAL

Approved by Region Transportation Director:

Date Approved by Resident Engineer Date

PO #: Routing #:

Exhibit F Page 2 of 1 Version 2.18.20

Participating Non-participating Participation as noted Approved funding by Region Program Engineer:

Date

PREVIOUS EDITIONS ARE OBSOLETE, AND MAY NOT BE USED CDOT FORM #90 6/02

Exhibit G Page 1 of 1 Version 2.18.20

EXHIBIT G, FORM OF TASK ORDER

State Agency Department of Transportation

Task Order Number Insert the Option Number (e.g. "1" for the first option)

Contractor Insert Contractor's Full Legal Name, including "Inc.", "LLC", etc...

Master Task Order Contract Number Insert CMS number or Other Contract Number of the Master Task Order Contract

Task Order Maximum Amount Task Order Contract Number Insert CMS number or Other Contract Number of this Task Order State Fiscal Year 20xx $0.00

State Fiscal Year 20xx $0.00 Task Order Performance Beginning Date The later of the Task Order Effective Date or Month Day, Year State Fiscal Year 20xx $0.00

State Fiscal Year 20xx $0.00 State Fiscal Year 20xx $0.00 Task Order Expiration Date

Month Day, Year Total for All State Fiscal Years $0.00 In accordance with §5.B of the Master Task Order Contract referenced above, Contractor shall complete the following Project:

PROJECT DESCRIPTION Contractor shall complete the Project described in Contractor’s proposal that is attached hereto and incorporated herein (the “Proposal”). All terminology used in this Task Order and the Proposal shall be interpreted in accordance with the Master Task Order Contract unless specifically defined differently in this Task Order.

PAYMENT The State shall pay Contractor the amounts shown in the Proposal in accordance with the requirements of that Proposal and the Master Task Order Contract. The State shall not make any payment for a State Fiscal Year that exceeds the Task Order Maximum Amount shown above for that State Fiscal Year.

PERFORMANCE PERIOD Contractor shall complete all Work on the Project described in this Task Order by the Task Order Expiration Date stated above. Contractor shall not perform any Work on the Project described in the Proposal prior to the Task Order Performance Beginning Date or after the Task Order Expiration Date stated above.

TASK ORDER EFFECTIVE DATE: The effective date of this Task Order is upon approval of the State Controller.

CONTRACTOR INSERT-Legal Name of Contractor

______________________________________________

By: Name & Title of Person Signing for Contractor

Date: _________________________

STATE OF COLORADO Jared S. Polis, Governor

Department of Transportation Shoshana M. Lew, Executive Director

______________________________________________

By: Stephen Harelson, P.E., Chief Engineer

Date: _________________________

In accordance with §24-30-202, C.R.S., this Task Order is not valid until signed and dated below by the State Controller or an authorized delegate.

STATE CONTROLLER

Robert Jaros, CPA, MBA, JD

By:___________________________________________ Office of the State Controller, Controller Delegate

Task Order Effective Date:_____________________

Exhibit H Page 1 of 1 Version 2.18.20

EXHIBIT H, SAMPLE OPTION LETTER

State Agency Department of Transportation

Option Letter Number Insert the Option Number (e.g. "1" for the first option)

Contractor Insert Contractor's Full Legal Name

Original Contract Number Insert CMS number or Other Contract Number of the Original Contract

Current Contract Maximum Amount Initial Term

Option Contract Number Insert CMS number or Other Contract Number of this Option

State Fiscal Year 20xx $0.00 Extension Terms Contract Performance Beginning Date

The later of the Effective Date or Month Day, Year State Fiscal Year 20xx $0.00 State Fiscal Year 20xx $0.00 State Fiscal Year 20xx $0.00 Current Contract Expiration Date

Month Day, Year State Fiscal Year 20xx $0.00 Total for All State Fiscal Years $0.00

OPTIONS: A. Option to extend for an Extension Term B. Option to increase/decrease the Contract Maximum Amount

REQUIRED PROVISIONS: A. For use with Option 1(A): In accordance with §2.C of the Original Contract referenced above, the State

hereby exercises its option for an additional term, beginning Insert start date and ending on the current contract expiration date shown above, at the rates stated in the Original Contract, as amended.

B. For use with Option 1(B): In accordance with §6.A of the Original Contract referenced above, the State hereby exercises its option to increase/decrease the Contract Maximum Amount on the Contract’s Cover Page. The new Contract Maximum Amount is $Insert new amount. Delivery/performance of the Work shall continue at the same rates and under the same terms as established in the Original Contract, as amended.

OPTION EFFECTIVE DATE: A. The effective date of this Option Letter is upon approval of the State Controller or , whichever is

later.

STATE OF COLORADO

Jared S. Polis, Governor Department of Transportation

Shoshana M. Lew, Executive Director

______________________________________________ By: Stephen Harelson, P.E., Chief Engineer

Date: _________________________

In accordance with §24-30-202, C.R.S., this Option Letter is not valid until signed and dated below by the State Controller

or an authorized delegate. STATE CONTROLLER

Robert Jaros, CPA, MBA, JD

By:___________________________________________ Department of Transportation

Option Letter Effective Date:_____________________