Common use of AND AMENDMENTS Clause in Contracts

AND AMENDMENTS. A. This S&O Agreement will take effect as of the effective date of the signature of the FHWA Texas Division Administrator, who shall sign this S&O Agreement last. B. The Division and TxDOT agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: • Significant new legislation, Executive orders, or other initiatives affecting the relationship or responsibilities of one or both parties to the S&O Agreement occurs; • Leadership, or leadership direction, changes at TxDOT or FHWA; or • Priorities shift as a result of audits, public perception, or changes in staffing at either TxDOT or Division Office. C. The Division and TxDOT agree that changes may occur to the contents of the Attachments to this S&O Agreement and documents incorporated by reference into the S&O Agreement. Except as provided in paragraph XII.D, and E changes to the Attachments and documents incorporated by reference will not require the Division and TxDOT to amend this S&O Agreement. The effective date of any revisions to one of these documents shall be clearly visible in the header of the revised document. This Agreement and any revisions to its attachments shall be posted on the Division’s Stewardship and Oversight internet site within five (5) business days of the effective date. D. Any changes to the high risk categories must be documented by an amendment to this S&O Agreement. E. Any changes to the Project Action Responsibility Matrix must be approved by the FHWA Office of Infrastructure in writing and documented by an amendment to this S&O Agreement. REMAINDER OF PAGE LEFT BLACK INTENTIONALLY The following matrix identifies Federal-aid highway program (FAHP) project approvals and related responsibilities on a program-wide basis. The matrix specifies which actions are assumed by the State under the provisions of 23 U.S.C. 106(c) or other statutory or regulatory authority, as well as those which are reserved to FHWA. Projects classified as PoDI projects are not covered by the matrix, as those projects will be governed by a separate PoDI plan that specifies FHWA and State responsibilities for the project. TxDOT is responsible for ensuring all individual elements of the project are eligible for FAHP funding, but all final eligibility and participation determinations are retained by FHWA. Ensure project in Statewide Transportation Improvement Program (STIP)/Transportation Improvement Program (TIP) TxDOT TxDOT Identify proposed funding category TxDOT(1) TxDOT(1) Obligate funds/approve Federal- aid project agreement, modifications, and project closures (project authorizations) (Note: this action cannot be assumed by TxDOT) FHWA FHWA Authorize current ▇▇▇▇ (Note: this action cannot be assumed by TxDOT) FHWA FHWA Review and Accept Financial Plan and Annual Updates for Federal Major Projects $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Review Cost Estimates for Federal Major Projects $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot FHWA FHWA be assumed by TxDOT) Develop Financial Plan for Federal Projects between $100 million and $500 million. [23 U.S.C. 106(i)] TxDOT TxDOT All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations excluded from FHWA-TX 327 NEPA Assignment MOU. FHWA FHWA All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations included in the FHWA-TX 327 NEPA Assignment MOU. TxDOT TxDOT Categorical Exclusion approval actions excluded from FHWA- TX 327 NEPA Assignment MOU FHWA FHWA Categorical Exclusion approval actions included in the FHWA- TX 327 NEPA Assignment MOU TxDOT TxDOT Consultant Contract Selection TxDOT(2) TxDOT(2) Sole source Consultant Contract Selection TxDOT(2) TxDOT(2) Approve hiring of consultant to serve in a “management” role (Note: this action cannot be assumed by TxDOT) [23 CFR 172.9] FHWA FHWA Approve consultant agreements and agreement revisions (Federal non-Major Projects) [23 CFR 172.9] TxDOT TxDOT Approve consultant agreements and agreement revisions on Federal Major Projects [23 CFR 172.9] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Approve exceptions to design standards [23 CFR 625.3(f)] FHWA TxDOT for Interstate (4) or for Non-Interstate TxDOT Interstate System Access Change [23 USC 111] (Note: this action cannot be assumed by TxDOT) FHWA N/A Interstate System Access Justification Report [23 USC 111] (Note: action may be assumed by State pursuant to 23 USC 111(e)) FHWA(4) N/A Airport highway clearance coordination and respective public interest finding (if required) [23 CFR 620.104] TxDOT TxDOT Approve Project Management FHWA FHWA Plan for Federal Major Projects over $500 million [23 USC 106(h)] (Note: this action cannot be assumed by TxDOT) Approve innovative and Public- Private Partnership projects in accordance with SEP-14 and SEP- 15 (Note: this action cannot be assumed by TxDOT) FHWA FHWA Provide pre-approval for preventive maintenance project (until FHWA concurs with FHWA FHWA STATE procedures) (Note: this action cannot be assumed by TxDOT) Provide approval of preliminary plans for unusual/complex bridges or structures(3) on the Interstate. [23 USC 109(a) and FHWA Policy] FHWA N/A Provide approval of preliminary plans for unusual/complex bridges or structures(3) (non-Interstate). [23 USC 109(a) and FHWA Policy] TxDOT TxDOT Approve retaining right-of-way encroachments [23 CFR 1.23 (b) & (c)] TxDOT TxDOT Approve use of local force account agreements [23 CFR 635.104 & 204] TxDOT TxDOT Approve use of publicly owned equipment [23 CFR 635.106] TxDOT TxDOT Approve the use of proprietary products, processes [23 CFR 635.411] TxDOT TxDOT Concur in use of publicly furnished materials [23 CFR 635.407] TxDOT TxDOT Make feasibility/practicability determination for allowing authorization of construction prior to completion of ROW clearance, utility and railroad work [23 CFR 635.309(b)] TxDOT TxDOT Make public interest finding on whether TxDOT may proceed with bid advertisement even FHWA for Interstate or TxDOT for Non-Interstate TxDOT though ROW acquisition/relocation activities are not complete for some parcels [23 CFR 635.309(c)(3)] Ensure compliant ROW certificate is in ▇▇▇▇▇ [▇▇ ▇▇▇ 635.309(c)] TxDOT TxDOT Approve Hardship and Protective FHWA FHWA ▇▇▇▇▇▇ [▇▇ ▇▇▇ 710.503] (If a Federal-aid project) (Note: this action cannot be assumed by TxDOT) Approve Interstate Real Property Interest Use Agreements [23 CFR 710.405] (Note: this action cannot be assumed by TxDOT) FHWA N/A Approve non-highway use and ▇▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 1.23(c)] FHWA for Interstate or TxDOT for Non-Interstate (2) TxDOT(2) Approve disposal at less than fair market value of federally funded right-of-way, including disposals of access control [23 U.S.C. 156 and] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Approve disposal at fair market value of federally funded right-of- way, including disposals of access control [23 CFR 710.409] (Note: 23 CFR 710.201 authorizes FHWA and STATE to agree to scope of property-related oversight and approvals for all actions except those on the Interstate System) FHWA for Interstate or TxDOT for Non-Interstate (2) TxDOT(2) Requests for credits toward the non-Federal share of construction costs for early acquisitions, donations or other contributions applied to a project (note: this action cannot be assumed by TxDOT) FHWA FHWA Federal land transfers [23 CFR 710, Subpart F] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Functional replacement of property [23 CFR 710.509] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Accept Transportation Management Plans (23 CFR 630.1012(b)) TxDOT TxDOT Approval of System Engineering Analysis (for ITS) [23 CFR 940.11] TxDOT TxDOT Approve ▇▇&▇ [▇▇ ▇▇▇ 630.201] TxDOT TxDOT Authorize advance construction and conversions [23 CFR 630.703 & 709] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Approve utility or railroad force account work [23 CFR 645.113 & 646.216] TxDOT TxDOT Approve utility and railroad agreements [23 CFR 645.113 & 646.216] TxDOT TxDOT Approve use of consultants by utility companies [23 CFR 645.109(b)] TxDOT TxDOT Approve exceptions to maximum railroad protective insurance TxDOT TxDOT limits [23 CFR 646.111] Authorize (approve) advertising for ▇▇▇▇ [▇▇ ▇▇▇ 635.112, 309] TxDOT TxDOT Approve cost-effectiveness determinations for construction work performed by force account or by contract awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT Approve emergency determinations for contracts awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT Approve construction engineering by local agency [23 CFR 635.105] TxDOT TxDOT Approve advertising period less than 3 weeks [23 CFR 635.112] TxDOT TxDOT Approve addenda during advertising period [23 CFR 635.112] TxDOT TxDOT Concur in award of ▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.114] TxDOT TxDOT Concur in rejection of [23 CFR 635.114] all bids TxDOT TxDOT Approval of Design-Build Requests-for-Proposals and ▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.112] TxDOT TxDOT Approve changes and extra work [23 CFR 635.120] TxDOT TxDOT Approve contract time [23 CFR 635.120] extensions TxDOT TxDOT Concur in use of mandatory borrow/disposal sites [23 CFR 635.407] TxDOT TxDOT Accept materials certification [23 CFR 637.207] TxDOT TxDOT Concur in settlement of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.124] TxDOT TxDOT Concur in termination of construction contracts [23 CFR 635.125] TxDOT TxDOT Waive Buy America provisions [23 CFR 635.410] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Final inspection/acceptance of completed work [23 USC 114(a)] TxDOT TxDOT Approval of Disadvantaged Business Enterprise (DBE) Project Contract Goal set by the State DOT under 49 CFR 26.51(d). [49 CFR 26.51(e)(3)] TxDOT TxDOT Acceptance of Bidder’s Good Faith Efforts to Meet Contract ▇▇▇▇ [▇▇ ▇▇▇ 26.53] or of Prime Contractor’s Good Faith Efforts to Find Another DBE Subcontractor When a DBE Subcontractor is Terminated or Fails to Complete Its Work [49 CFR 26.53(g)] (Note: this action cannot be performed by the FHWA) TxDOT TxDOT Equal Employment Opportunity (EEO) Contract Compliance Review Approval [23 CFR Part 230, Subpart D]). TxDOT TxDOT Training Special Provision – Approval of Project Goal for training slots or hours [23 CFR Part 230, Subpart A] TxDOT TxDOT Training Special Provision – Approval of New Project Training Programs (Note: this action cannot be assumed by TxDOT) ▇▇▇▇ ▇▇▇▇ [▇▇ ▇▇▇ 230.111(d), (e)] FOOTNOTES: (1) TxDOT is responsible for ensuring that all individual elements of the project are eligible. FHWA will check that the scope of the project as described in submitted project agreement is eligible for the category of funding sought. All final eligibility and participation determinations are retained by FHWA. (2) TxDOT’s process and modifications to, or variation in process, require FHWA approval. (3) Unusual/Complex bridges and structures are those that the Division determines to have unique foundation problems, new or complex designs, exceptionally long spans, exceptionally large foundations, complex hydrologic (including climate change and extreme weather events) aspects, complex hydraulic elements or scour related elements, or that are designed with procedures that depart from currently recognized acceptable practices (i.e., cable-stay, suspension, arch, segmental concrete, moveable, truss, tunnels, or complex geotechnical walls or ground improvement systems) (4) FHWA retained actions that could have been assumed by TxDOT. Projects requiring these actions are PoDI projects and will be governed by a separate plan. The following matrix is a list of program actions. The matrix identifies the Responsible Program Office as well as the primary point of contact or the approving official. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Appropriations, Allotments, Obligations 31 USC 1341(a)(1)(A) & (B); 31 USC 1517(a); 23 USC 118(b); 23 USC 121 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will monitor appropriations, allotments and obligations to ensure that all funding is used efficiently within each quarter and use all Obligation Authority (OA) by the end of the year. Approval of Indirect Cost Allocation Plans (ICAPs) 2 C.F.R Part 200, Subpart E;ASMBC-10 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will certify that the ICAP was prepared in accordance with 2 CFR 200 Subpart E. 1 All actions taken on or after December 26, 2014, shall be governed by the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part 200. Part 200 of 2 CFR supersedes 49 CFR Parts 18 and 19, and requirements from OMB Circulars ▇-▇▇, ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇ (which have been placed in OMB guidances); Circulars ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇; and the guidance in Circular A-50 on Single Audit Act follow-up. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks FIRE Program Activities FHWA Order 4560.1B (or as superseded) Ongoing Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will continue to provide oversight and conduct reviews to ensure Federal-aid compliance. FHWA will review and monitor. TxDOT responsibilities include multiple tasks in support of risk assessments, conducting reviews and implementation of recommendations. Audit Coordination/FHWA Financial Statement Audit/State External Audit Reviews/State Internal Audit Reviews FMFIA, 2 C.F.R Part 200, Subpart F; GAAP, CFO Act of 1990; DOT Order 8000.1C As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT assures corrective action is taken to resolve audit findings and FHWA will monitor activities to ensure implementation. Improper Payments Review Improper Payments Information Act of 2002, PL 107-300, Improper Payments Elimination and Recovery Act of 2010, PL 111-204, Improper Payments Elimination and Recovery Improvement Act of 2012, PL 112-248 Annually Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will provide all information necessary to document sampled payments and FHWA offices will review and complete appropriate data submittal forms. Transfer of Funds between programs or to other FHWA offices or agencies as requested by State 23 USC 126; 23 USC 132, and FHWA Order 4551.1 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will submit requests for transfer and FHWA approves and processes the funding transfers between programs, to other States, to other agencies, and to FHWA HQ, Federal Lands, or Research offices. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Reviews of State 23 USC 106(g)(2)(A) Annually Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer 23 USC 106(g)(2)(A) states that the Secretary shall perform annual reviews that address Transportation Departments Financial Management Systems - Financial Integrity elements of the State transportation departments’ financial management systems that affect projects approved under subsection (a). Review Adequacy of Sub- recipient Project Delivery Systems and Sufficient Accounting Controls to Manage Federal Funds 23 USC 106(g)(4)(A)(i) As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer Periodic Reviews of States Monitoring of sub- recipients 23 USC 106(g)(4)(B) As needed Not Applicable Office of Infrastructure District Engineer Chief Engineer Approval of Increased Federal Share Agreement (Sliding Scale) 23 USC 120(b)(2) As determined by the Federal Share Agreement Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Off

AND AMENDMENTS. A. This S&O Agreement will take effect as of the effective date of the signature of the FHWA Texas Rhode Island Division Administrator, who shall sign this S&O Agreement last. B. The Division FHWA and TxDOT State DOT agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: • Significant new legislation, Executive ordersOrders, or other initiatives affecting the relationship or responsibilities of one or both parties to the S&O Agreement occurs; • Leadership, or leadership direction, changes at TxDOT the State DOT or FHWA; or • Priorities shift as a result of audits, public perception, or changes in staffing at either TxDOT the State DOT or Division OfficeFHWA. C. The Division FHWA and TxDOT State DOT agree that changes may occur to the contents of the Attachments to this S&O Agreement and documents incorporated by reference into the S&O Agreement. Except as provided in paragraph XII.DXIII D. and E., and E changes to the Attachments and documents incorporated by reference will not require the Division FHWA and TxDOT State DOT to amend this S&O Agreement. The effective date of any revisions to one of these documents shall be clearly visible in the header of the revised document. This Agreement and any revisions to its attachments revised document shall be posted on the DivisionFHWA’s Stewardship and Oversight internet site S&O Agreement website as well as FHWA’s SharePoint website within five (5) business days of the effective date. The website is located at ▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇.▇▇▇/federalaid/stewardship/. D. Any changes to the high risk categories must be documented by an amendment to this S&O Agreement. E. Any changes to the Project Action Responsibility Matrix must be approved by the FHWA Office of Infrastructure in writing and documented by an amendment to this S&O Agreement. REMAINDER OF PAGE LEFT BLACK INTENTIONALLY The following matrix identifies Federal-aid highway program (FAHP) project approvals and related responsibilities on a program-wide basis. The matrix specifies which actions are assumed by the State under the provisions of 23 U.S.C. 106(c) or other statutory or regulatory authority, as well as those which are reserved to FHWA. Projects classified as PoDI projects are not covered by the matrix, as those projects will be governed by a separate PoDI plan that specifies FHWA and State responsibilities for the project. TxDOT is responsible for ensuring all individual elements of the project are eligible for FAHP funding, but all final eligibility and participation determinations are retained by FHWA. Ensure project in Statewide Transportation Improvement Program (STIP)/Transportation Improvement Program (TIP) TxDOT TxDOT STATE STATE Identify proposed funding category TxDOT(1STATE(1) TxDOT(1STATE(1) Obligate funds/approve Federal- Federal-aid project agreement, modifications, and project closures (project authorizations) (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Authorize current ▇▇▇▇ (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Review and Accept Financial Plan and Annual Updates for Federal Major Projects over $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Review Cost Estimates for Federal Major Projects over $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot FHWA FHWA be assumed by TxDOTState) FHWA FHWA Develop Financial Plan for Federal Projects between $100 million and $500 million. [23 U.S.C. 106(i)] TxDOT TxDOT STATE STATE All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations excluded from FHWA-TX 327 NEPA Assignment MOUregulations. FHWA FHWA All EA/FONSI, EIS/ROD, 4(f), 106, 6(f(Note: this action cannot be assumed by STATE except under 23 U.S.C. 327) and other approval actions required by Federal environmental laws and regulations included in the FHWA-TX 327 NEPA Assignment MOU. TxDOT TxDOT FHWA(2) FHWA(2) Categorical Exclusion approval actions excluded from FHWA- TX 327 NEPA Assignment MOU FHWA FHWA Categorical Exclusion approval actions included in (Note this action cannot be assumed by the FHWA- TX 327 NEPA Assignment MOU TxDOT TxDOT State except through an assignment under 23 U.S.C. 326 or 327, or through a programmatic agreement pursuant to Section 1318(d) of MAP-21 and 23 CFR 771.117(g))) FHWA(2) FHWA(2) Consultant Contract Selection TxDOT(2STATE (3) TxDOT(2(4) STATE (3) Sole source Consultant Contract Selection TxDOT(2STATE (4) TxDOT(2STATE (3) Approve hiring of consultant to serve in a “management” role (Note: this action cannot be assumed by TxDOTState) [23 CFR 172.9] FHWA FHWA Approve consultant agreements and agreement revisions (Federal non-Major Projects) [23 Projects)(23 CFR 172.9] TxDOT TxDOT ) STATE (4) STATE Approve consultant agreements and agreement revisions on Federal Major Projects [23 CFR 172.9] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve exceptions to design standards [23 CFR 625.3(f)] FHWA TxDOT for Interstate STATE (4) or for Non-Interstate TxDOT STATE Interstate System Access Change [23 USC 111] (Note: this action cannot be assumed by TxDOTState) FHWA N/A Interstate System Access Justification Report [23 USC 111] (Note: action may be assumed by State pursuant to 23 USC 111(e)) FHWA(4STATE (4) N/A Airport highway clearance coordination and respective public interest finding (if required) [23 required)[23 CFR 620.104] TxDOT TxDOT STATE (4) STATE Approve Project Management FHWA FHWA Plan for Federal Major Projects over $500 million [23 USC 106(h)] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve innovative and Public- Public-Private Partnership projects in accordance with SEP-14 and SEP- 15 SEP-15 (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Provide pre-approval for preventive maintenance project (until FHWA concurs with FHWA FHWA STATE procedures) (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Provide approval of preliminary plans for unusual/complex unusual /complex bridges or structures(3) structures on the Interstate. [23 USC 109(a) and FHWA Policy] FHWA (6) N/A Provide approval of preliminary plans for unusual/complex bridges or structures(3) structures (non-Interstate). [23 Interstate)[23 USC 109(a) and FHWA Policy] TxDOT TxDOT for STATE (6) STATE Approve retaining right-of-way encroachments [23 CFR 1.23 (b) & (c)] TxDOT TxDOT FHWA STATE Approve use of local force account agreements [23 CFR 635.104 & 20420 4] TxDOT TxDOT STATE (4) STATE Approve use of publicly owned equipment [23 CFR 635.106] TxDOT TxDOT STATE (4) STATE Approve the use of proprietary products, processes ▇▇▇▇▇▇▇▇▇ [23 CFR ▇▇ ▇▇▇ 635.411] TxDOT TxDOT STATE (4) STATE Concur in use of publicly furnished materials [23 CFR 635.407] TxDOT TxDOT STATE (4) STATE Make feasibility/practicability determination for allowing authorization of construction prior to completion of ROW clearance, utility and railroad work [23 CFR 635.309(b)] TxDOT TxDOT FHWA STATE Make public interest finding on whether TxDOT State may proceed with bid advertisement even FHWA for Interstate or TxDOT for Non-Interstate TxDOT though ROW acquisition/relocation activities are not complete for some parcels parcels. [23 CFR 635.309(c)(3)] FHWA for Interstate FHWA for Non-Interstate STATE Ensure compliant ROW certificate is in ▇▇▇▇▇ [▇▇ ▇▇▇ 635.309(c)] TxDOT TxDOT FHWA STATE Approve Hardship and Protective FHWA FHWA ▇▇▇▇▇▇ [▇▇ ▇▇▇ 710.503] (If a Federal-aid project) (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve Interstate Real Property Interest Use Agreements [23 CFR 710.405] (Note: this action cannot be assumed by TxDOTState) FHWA N/A Approve non-highway use and ▇▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 1.23(c)] FHWA for Interstate or TxDOT FHWA for Non-Interstate STATE (2) TxDOT(2) Approve disposal at less than fair market value of federally funded right-of-way, including disposals of access control [23 U.S.C. 156 and] (Note: this action cannot be assumed by TxDOT3) FHWA FHWA Approve disposal at fair market value of federally funded right-of- of-way, including disposals of access control [23 CFR 710.409] (Note: 23 CFR 710.201 authorizes FHWA and STATE to agree to scope of property-related oversight and approvals for all actions except those on the Interstate System) FHWA for Interstate or TxDOT STATE for Non-Interstate (24) TxDOT(2(3) STATE (3) Requests for credits toward the non-non- Federal share of construction costs for early acquisitions, donations or other contributions applied to a project (note: this action cannot be assumed by TxDOTState) FHWA FHWA Federal land transfers [23 CFR 710, Subpart F] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Functional replacement of property [23 CFR 710.509] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Accept Transportation Management Plans (23 CFR 630.1012(b)) TxDOT TxDOT STATE (4) STATE Approval of System Engineering Analysis (for ITS) [23 CFR 940.11] TxDOT TxDOT Approve STATE (4) ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇&▇ [▇▇ ▇▇▇ 630.201] TxDOT TxDOT STATE (4) STATE Authorize advance construction and conversions [23 CFR 630.703 & 709] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve utility or railroad force account work [23 CFR 645.113 & 646.216] TxDOT TxDOT STATE (4) STATE Approve utility and railroad agreements [23 CFR 645.113 & 646.216] TxDOT TxDOT STATE (4) STATE Approve use of consultants by utility companies [23 CFR 645.109(b)] TxDOT TxDOT STATE (4) STATE Approve exceptions to maximum railroad protective insurance TxDOT TxDOT limits [23 CFR 646.111] STATE (4) STATE Authorize (approve) advertising for ▇▇▇▇ [▇▇ ▇▇▇ 635.112, 309] TxDOT TxDOT STATE (4) STATE Approve cost-effectiveness determinations for construction work performed by force account or by contract awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT STATE (4) STATE Approve emergency determinations for contracts awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT FHWA FHWA Approve construction engineering by local agency [23 CFR 635.105] TxDOT TxDOT STATE (4) STATE Approve advertising period less than 3 weeks [23 CFR 635.112] TxDOT TxDOT FHWA FHWA Approve addenda during advertising period [23 CFR 635.112] TxDOT TxDOT STATE (4) STATE Concur in award of ▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.114] TxDOT TxDOT STATE (4) STATE Concur in rejection of [23 CFR 635.114] all bids TxDOT TxDOT [23 FHWA for Interstate STATE for Non-Interstate (4) STATE Approval of Design-Build Requests-for-for- Proposals and ▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.112] TxDOT TxDOT STATE (4) STATE Approve changes and 635.120] extra work [23 CFR 635.120] TxDOT TxDOT STATE (4) STATE Approve contract time extensions [23 CFR 635.120] extensions TxDOT TxDOT STATE (4) STATE Concur in use of mandatory borrow/disposal sites [23 CFR 635.407] TxDOT TxDOT STATE (4) STATE Accept materials certification [23 CFR 637.207] TxDOT TxDOT STATE (4) STATE Concur in settlement of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ contract claims [▇▇ ▇▇▇ 23 CFR 635.124] TxDOT TxDOT FHWA (5) STATE (5) Concur in termination of construction contracts [23 CFR 635.125] TxDOT TxDOT STATE (4) STATE Waive Buy America provisions [23 CFR 635.410] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Final inspection/acceptance of completed work [23 USC 114(a)] TxDOT TxDOT STATE (4) STATE Approval of Disadvantaged Business Enterprise (DBE) Project Contract Goal set by the State DOT under 49 CFR 26.51(d). [49 CFR 26.51(e)(3)] TxDOT TxDOT Acceptance of Bidder’s Good Faith Efforts to Meet Contract ▇▇▇▇ [▇▇ ▇▇▇ 26.53] or of Prime Contractor’s Good Faith Efforts to Find Another DBE Subcontractor When a DBE Subcontractor is Terminated or Fails to Complete Its Work [49 CFR 26.53(g)] (Note: this action cannot be performed by the FHWA) TxDOT TxDOT Equal Employment Opportunity (EEO) Contract Compliance Review Approval [23 CFR Part 230, Subpart D]). TxDOT TxDOT Training Special Provision – Approval of Project Goal for training slots or hours [23 CFR Part 230, Subpart A] TxDOT TxDOT Training Special Provision – Approval of New Project Training Programs (Note: this action cannot be assumed by TxDOT) ▇▇▇▇ ▇▇▇▇ [▇▇ ▇▇▇ 230.111(d), (e)] FOOTNOTES: (1) TxDOT is responsible for ensuring that all individual elements of the project are eligible. FHWA will check that the scope of the project as described in submitted project agreement is eligible for the category of funding sought. All final eligibility and participation determinations are retained by FHWA. (2) TxDOT’s process and modifications to, or variation in process, require FHWA approval. (3) Unusual/Complex bridges and structures are those that the Division determines to have unique foundation problems, new or complex designs, exceptionally long spans, exceptionally large foundations, complex hydrologic (including climate change and extreme weather events) aspects, complex hydraulic elements or scour related elements, or that are designed with procedures that depart from currently recognized acceptable practices (i.e., cable-stay, suspension, arch, segmental concrete, moveable, truss, tunnels, or complex geotechnical walls or ground improvement systems) (4) FHWA retained actions that could have been assumed by TxDOT. Projects requiring these actions are PoDI projects and will be governed by a separate plan. The following matrix is a list of program actions. The matrix identifies the Responsible Program Office as well as the primary point of contact or the approving official. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Appropriations, Allotments, Obligations 31 USC 1341(a)(1)(A) & (B); 31 USC 1517(a); 23 USC 118(b); 23 USC 121 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will monitor appropriations, allotments and obligations to ensure that all funding is used efficiently within each quarter and use all Obligation Authority (OA) by the end of the year. Approval of Indirect Cost Allocation Plans (ICAPs) 2 C.F.R Part 200, Subpart E;ASMBC-10 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will certify that the ICAP was prepared in accordance with 2 CFR 200 Subpart E. 1 All actions taken on or after December 26, 2014, shall be governed by the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part 200. Part 200 of 2 CFR supersedes 49 CFR Parts 18 and 19, and requirements from OMB Circulars ▇-▇▇, ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇ (which have been placed in OMB guidances); Circulars ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇; and the guidance in Circular A-50 on Single Audit Act follow-up. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks FIRE Program Activities FHWA Order 4560.1B (or as superseded) Ongoing Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will continue to provide oversight and conduct reviews to ensure Federal-aid compliance. FHWA will review and monitor. TxDOT responsibilities include multiple tasks in support of risk assessments, conducting reviews and implementation of recommendations. Audit Coordination/FHWA Financial Statement Audit/State External Audit Reviews/State Internal Audit Reviews FMFIA, 2 C.F.R Part 200, Subpart F; GAAP, CFO Act of 1990; DOT Order 8000.1C As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT assures corrective action is taken to resolve audit findings and FHWA will monitor activities to ensure implementation. Improper Payments Review Improper Payments Information Act of 2002, PL 107-300, Improper Payments Elimination and Recovery Act of 2010, PL 111-204, Improper Payments Elimination and Recovery Improvement Act of 2012, PL 112-248 Annually Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will provide all information necessary to document sampled payments and FHWA offices will review and complete appropriate data submittal forms. Transfer of Funds between programs or to other FHWA offices or agencies as requested by State 23 USC 126; 23 USC 132, and FHWA Order 4551.1 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will submit requests for transfer and FHWA approves and processes the funding transfers between programs, to other States, to other agencies, and to FHWA HQ, Federal Lands, or Research offices. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Reviews of State 23 USC 106(g)(2)(A) Annually Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer 23 USC 106(g)(2)(A) states that the Secretary shall perform annual reviews that address Transportation Departments Financial Management Systems - Financial Integrity elements of the State transportation departments’ financial management systems that affect projects approved under subsection (a). Review Adequacy of Sub- recipient Project Delivery Systems and Sufficient Accounting Controls to Manage Federal Funds 23 USC 106(g)(4)(A)(i) As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer Periodic Reviews of States Monitoring of sub- recipients 23 USC 106(g)(4)(B) As needed Not Applicable Office of Infrastructure District Engineer Chief Engineer Approval of Increased Federal Share Agreement (Sliding Scale) 23 USC 120(b)(2) As determined by the Federal Share Agreement Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial OffSTATE STATE

AND AMENDMENTS. A. This S&O Agreement will take effect as of the effective date of the signature of the FHWA Texas Michigan Division Administrator, who shall sign this S&O Agreement last. B. The Division and TxDOT MDOT agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: •  Significant new legislation, Executive orders, or other initiatives affecting the relationship or responsibilities of one or both parties to the S&O Agreement occurs; •  Leadership, or leadership direction, changes at TxDOT the MDOT or FHWA; or •  Priorities shift as a result of audits, public perception, or changes in staffing at either TxDOT the MDOT or Division Office. C. The Division and TxDOT MDOT agree that changes may occur to the contents of the Attachments to this S&O Agreement and documents incorporated by reference into the S&O Agreement. Except as provided in paragraph XII.DXII.D and E, and E changes to the Attachments and documents incorporated by reference will not require the Division and TxDOT MDOT to amend this S&O Agreement. The effective date of any revisions to one of these documents shall be clearly visible in the header of the revised document. This Agreement and any revisions to its attachments revised document shall be posted on the Division’s Stewardship and Oversight S&O Agreement internet site within five (5) business days of the effective date. D. Any changes to the high risk categories must be documented by an amendment to this S&O Agreement. E. Any changes to the Project Action Responsibility Matrix must be approved by the FHWA Office of Infrastructure in writing and documented by an amendment to this S&O Agreement. REMAINDER OF PAGE LEFT BLACK INTENTIONALLY . ATTACHMENT A: PROJECT ACTION RESPONSIBILITY MATRIX 1 The following matrix identifies Federal-aid highway program (FAHP) project approvals and related responsibilities on a program-wide basis. The matrix specifies which actions are assumed by the State under the provisions of 23 U.S.C. 106(c) or other statutory or regulatory authority, as well as those which are reserved to FHWA. Projects classified as considered PoDI projects are not covered by the matrix, as those projects will be governed by a separate PoDI plan that specifies FHWA and State responsibilities for the project. TxDOT is responsible for ensuring all individual elements of the project are eligible for FAHP funding, but all final eligibility and participation determinations are retained by FHWA. Ensure project in Statewide Transportation Improvement Program (STIP)/Transportation Improvement Program (TIP) TxDOT TxDOT Identify proposed funding category TxDOT(1) TxDOT(1) Obligate funds/approve Federal- aid project agreement, modifications, and project closures (project authorizations) (Noteprojects: this action cannot be assumed by TxDOT) FHWA FHWA Authorize current ▇▇▇▇ (Note: this action cannot be assumed by TxDOT) FHWA FHWA Review and Accept Financial Plan and Annual Updates for Federal Major Projects (>$500 million or more [23 U.S.C. 106(h500M)] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Review Cost Estimates for Federal Major Projects $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot FHWA FHWA be assumed by TxDOT) Develop Financial Plan for Federal Projects between $100 million and $500 million. [23 U.S.C. 106(i)] TxDOT TxDOT All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations excluded from FHWA-TX 327 NEPA Assignment MOU. FHWA FHWA All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations included in the FHWA-TX 327 NEPA Assignment MOU. TxDOT TxDOT Categorical Exclusion approval actions excluded from FHWA- TX 327 NEPA Assignment MOU FHWA FHWA Categorical Exclusion approval actions included in the FHWA- TX 327 NEPA Assignment MOU TxDOT TxDOT Consultant Contract Selection TxDOT(2) TxDOT(2) Sole source Consultant Contract Selection TxDOT(2) TxDOT(2) Approve hiring of consultant to serve in a “management” role (Note: this action cannot be assumed by TxDOT) [23 CFR 172.9] FHWA FHWA Approve consultant agreements and agreement revisions (Federal non-Major Projects) [23 CFR 172.9] TxDOT TxDOT Approve consultant agreements and agreement revisions on Federal Major Projects [23 CFR 172.9] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Approve exceptions to design standards [23 CFR 625.3(f)] FHWA TxDOT for Interstate (4) or for Non-Interstate TxDOT Interstate System Access Change [23 USC 111] (Note: this action cannot be assumed by TxDOT) FHWA N/A Interstate System Access Justification Report [23 USC 111] (Note: action may be assumed by State pursuant to 23 USC 111(e)) FHWA(4) N/A Airport highway clearance coordination and respective public interest finding (if required) [23 CFR 620.104] TxDOT TxDOT Approve Project Management FHWA FHWA Plan for Federal Major Projects over $500 million [23 USC 106(h)] (Note: this action cannot be assumed by TxDOT) Approve innovative and Public- Private Partnership projects in accordance with SEP-14 and SEP- 15 (Note: this action cannot be assumed by TxDOT) FHWA FHWA Provide pre-approval for preventive maintenance project (until FHWA concurs with FHWA FHWA STATE procedures) (Note: this action cannot be assumed by TxDOT) Provide approval of preliminary plans for unusual/complex bridges or structures(3) on the Interstate. [23 USC 109(a) and FHWA Policy] FHWA N/A Provide approval of preliminary plans for unusual/complex bridges or structures(3) (non-Interstate). [23 USC 109(a) and FHWA Policy] TxDOT TxDOT Approve retaining right-of-way encroachments [23 CFR 1.23 (b) & (c)] TxDOT TxDOT Approve use of local force account agreements [23 CFR 635.104 & 204] TxDOT TxDOT Approve use of publicly owned equipment [23 CFR 635.106] TxDOT TxDOT Approve the use of proprietary products, processes [23 CFR 635.411] TxDOT TxDOT Concur in use of publicly furnished materials [23 CFR 635.407] TxDOT TxDOT Make feasibility/practicability determination for allowing authorization of construction prior to completion of ROW clearance, utility and railroad work [23 CFR 635.309(b)] TxDOT TxDOT Make public interest finding on whether TxDOT may proceed with bid advertisement even FHWA for Interstate or TxDOT for Non-Interstate TxDOT though ROW acquisition/relocation activities are not complete for some parcels [23 CFR 635.309(c)(3)] Ensure compliant ROW certificate is in ▇▇▇▇▇ [▇▇ ▇▇▇ 635.309(c)] TxDOT TxDOT Approve Hardship and Protective FHWA FHWA ▇▇▇▇▇▇ [▇▇ ▇▇▇ 710.503] (If a Federal-aid project) (Note: this action cannot be assumed by TxDOT) Approve Interstate Real Property Interest Use Agreements [23 CFR 710.405] (Note: this action cannot be assumed by TxDOT) FHWA N/A Approve non-highway use and ▇▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 1.23(c)] FHWA for Interstate or TxDOT for Non-Interstate (2) TxDOT(2) Approve disposal at less than fair market value of federally funded right-of-way, including disposals of access control [23 U.S.C. 156 and] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Approve disposal at fair market value of federally funded right-of- way, including disposals of access control [23 CFR 710.409] (Note: 23 CFR 710.201 authorizes FHWA and STATE to agree to scope of property-related oversight and approvals for all actions except those on the Interstate System) FHWA for Interstate or TxDOT for Non-Interstate (2) TxDOT(2) Requests for credits toward the non-Federal share of construction costs for early acquisitions, donations or other contributions applied to a project (note: this action cannot be assumed by TxDOT) FHWA FHWA Federal land transfers [23 CFR 710, Subpart F] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Functional replacement of property [23 CFR 710.509] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Accept Transportation Management Plans (23 CFR 630.1012(b)) TxDOT TxDOT Approval of System Engineering Analysis (for ITS) [23 CFR 940.11] TxDOT TxDOT Approve ▇▇&▇ [▇▇ ▇▇▇ 630.201] TxDOT TxDOT Authorize advance construction and conversions [23 CFR 630.703 & 709] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Approve utility or railroad force account work [23 CFR 645.113 & 646.216] TxDOT TxDOT Approve utility and railroad agreements [23 CFR 645.113 & 646.216] TxDOT TxDOT Approve use of consultants by utility companies [23 CFR 645.109(b)] TxDOT TxDOT Approve exceptions to maximum railroad protective insurance TxDOT TxDOT limits [23 CFR 646.111] Authorize (approve) advertising for ▇▇▇▇ [▇▇ ▇▇▇ 635.112, 309] TxDOT TxDOT Approve cost-effectiveness determinations for construction work performed by force account or by contract awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT Approve emergency determinations for contracts awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT Approve construction engineering by local agency [23 CFR 635.105] TxDOT TxDOT Approve advertising period less than 3 weeks [23 CFR 635.112] TxDOT TxDOT Approve addenda during advertising period [23 CFR 635.112] TxDOT TxDOT Concur in award of ▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.114] TxDOT TxDOT Concur in rejection of [23 CFR 635.114] all bids TxDOT TxDOT Approval of Design-Build Requests-for-Proposals and ▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.112] TxDOT TxDOT Approve changes and extra work [23 CFR 635.120] TxDOT TxDOT Approve contract time [23 CFR 635.120] extensions TxDOT TxDOT Concur in use of mandatory borrow/disposal sites [23 CFR 635.407] TxDOT TxDOT Accept materials certification [23 CFR 637.207] TxDOT TxDOT Concur in settlement of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.124] TxDOT TxDOT Concur in termination of construction contracts [23 CFR 635.125] TxDOT TxDOT Waive Buy America provisions [23 CFR 635.410] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Final inspection/acceptance of completed work [23 USC 114(a)] TxDOT TxDOT Approval of Disadvantaged Business Enterprise (DBE) Project Contract Goal set by the State DOT under 49 CFR 26.51(d). [49 CFR 26.51(e)(3)] TxDOT TxDOT Acceptance of Bidder’s Good Faith Efforts to Meet Contract ▇▇▇▇ [▇▇ ▇▇▇ 26.53] or of Prime Contractor’s Good Faith Efforts to Find Another DBE Subcontractor When a DBE Subcontractor is Terminated or Fails to Complete Its Work [49 CFR 26.53(g)] (Note: this action cannot be performed by the FHWA) TxDOT TxDOT Equal Employment Opportunity (EEO) Contract Compliance Review Approval [23 CFR Part 230, Subpart D]). TxDOT TxDOT Training Special Provision – Approval of Project Goal for training slots or hours [23 CFR Part 230, Subpart A] TxDOT TxDOT Training Special Provision – Approval of New Project Training Programs (Note: this action cannot be assumed by TxDOT) ▇▇▇▇ ▇▇▇▇ [▇▇ ▇▇▇ 230.111(d), (e)] FOOTNOTES: (1) TxDOT is responsible for ensuring that all individual elements of the project are eligible. FHWA will check that the scope of the project as described in submitted project agreement is eligible for the category of funding sought. All final eligibility and participation determinations are retained by FHWA. (2) TxDOT’s process and modifications to, or variation in process, require FHWA approval. (3) Unusual/Complex bridges and structures are those that the Division determines to have unique foundation problems, new or complex designs, exceptionally long spans, exceptionally large foundations, complex hydrologic (including climate change and extreme weather events) aspects, complex hydraulic elements or scour related elements, or that are designed with procedures that depart from currently recognized acceptable practices (i.e., cable-stay, suspension, arch, segmental concrete, moveable, truss, tunnels, or complex geotechnical walls or ground improvement systems) (4) FHWA retained actions that could have been assumed by TxDOT. Projects requiring these actions are PoDI projects and will be governed by a separate plan. The following matrix is a list of program actions. The matrix identifies the Responsible Program Office as well as the primary point of contact or the approving official. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Appropriations, Allotments, Obligations 31 USC 1341(a)(1)(A) & (B); 31 USC 1517(a); 23 USC 118(b); 23 USC 121 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will monitor appropriations, allotments and obligations to ensure that all funding is used efficiently within each quarter and use all Obligation Authority (OA) by the end of the year. Approval of Indirect Cost Allocation Plans (ICAPs) 2 C.F.R Part 200, Subpart E;ASMBC-10 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will certify that the ICAP was prepared in accordance with 2 CFR 200 Subpart E. 1 All actions taken on or after December 26, 2014, shall be governed by the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part 200. Part 200 of 2 CFR supersedes 49 CFR Parts 18 and 19, and requirements from OMB Circulars ▇-▇▇, ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇ (which have been placed in OMB guidances); Circulars ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇; and the guidance in Circular A-50 on Single Audit Act follow-up. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks FIRE Program Activities FHWA Order 4560.1B (or as superseded) Ongoing Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will continue to provide oversight and conduct reviews to ensure Federal-aid compliance. FHWA will review and monitor. TxDOT responsibilities include multiple tasks in support of risk assessments, conducting reviews and implementation of recommendations. Audit Coordination/FHWA Financial Statement Audit/State External Audit Reviews/State Internal Audit Reviews FMFIA, 2 C.F.R Part 200, Subpart F; GAAP, CFO Act of 1990; DOT Order 8000.1C As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT assures corrective action is taken to resolve audit findings and FHWA will monitor activities to ensure implementation. Improper Payments Review Improper Payments Information Act of 2002, PL 107-300, Improper Payments Elimination and Recovery Act of 2010, PL 111-204, Improper Payments Elimination and Recovery Improvement Act of 2012, PL 112-248 Annually Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will provide all information necessary to document sampled payments and FHWA offices will review and complete appropriate data submittal forms. Transfer of Funds between programs or to other FHWA offices or agencies as requested by State 23 USC 126; 23 USC 132, and FHWA Order 4551.1 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will submit requests for transfer and FHWA approves and processes the funding transfers between programs, to other States, to other agencies, and to FHWA HQ, Federal Lands, or Research offices. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Reviews of State 23 USC 106(g)(2)(A) Annually Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer 23 USC 106(g)(2)(A) states that the Secretary shall perform annual reviews that address Transportation Departments Financial Management Systems - Financial Integrity elements of the State transportation departments’ financial management systems that affect projects approved under subsection (a). Review Adequacy of Sub- recipient Project Delivery Systems and Sufficient Accounting Controls to Manage Federal Funds 23 USC 106(g)(4)(A)(i) As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer Periodic Reviews of States Monitoring of sub- recipients 23 USC 106(g)(4)(B) As needed Not Applicable Office of Infrastructure District Engineer Chief Engineer Approval of Increased Federal Share Agreement (Sliding Scale) 23 USC 120(b)(2) As determined by the Federal Share Agreement Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Off;

AND AMENDMENTS. A. This S&O Agreement will take effect as of the effective date of the signature of the FHWA Texas Arkansas Division Administrator, who shall sign this S&O Agreement last. B. The Division and TxDOT AHTD agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: • Significant new legislation, Executive orders, or other initiatives affecting the relationship or responsibilities of one or both parties to the S&O Agreement occurs; • Leadership, or leadership direction, changes at TxDOT AHTD or FHWA; or • Priorities shift as a result of audits, public perception, or changes in staffing at either TxDOT AHTD or the Division Office. C. The Division and TxDOT AHTD agree that changes may occur to the contents of the Attachments to this S&O Agreement and documents incorporated by reference into the S&O Agreement. Except as provided in paragraph XII.DXIII.D and E, and E changes to the Attachments and documents incorporated by reference will not require the Division and TxDOT AHTD to amend this S&O Agreement. The effective date of any revisions to one of these documents shall be clearly visible in the header of the revised document. This Agreement and any revisions to its attachments revised document shall be posted on the Division’s Stewardship and Oversight S&O Agreement internet site within five (5) business days of the effective date. D. Any changes to the high risk categories must be documented by an amendment to this S&O Agreement. E. Any changes to the Project Action Responsibility Matrix must be approved by the FHWA Office of Infrastructure in writing and documented by an amendment to this S&O Agreement. REMAINDER OF PAGE LEFT BLACK INTENTIONALLY The following matrix identifies Federal-aid highway program In the matrix, actions marked with an asterisk (FAHP“FHWA*”) project approvals and related responsibilities on a program-wide basis. The matrix specifies which actions are those FHWA has retained but could have been assumed by the State under through FHWA discretion (on the provisions of 23 U.S.C. 106(cNHS) or other statutory or regulatory authority, as well as those which are reserved to FHWAby right (off the NHS). Projects classified as PoDI requiring those actions are PoDI1 projects are not covered by the matrix, as those because of FHWA’s retained authority. Those projects will be governed by a separate PoDI plan that specifies FHWA and Plan. The State responsibilities for the project. TxDOT DOT is responsible for ensuring all individual elements of the project are eligible for FAHP funding, but all final eligibility and participation determinations are retained by FHWA. Ensure project in Statewide Transportation Improvement Program (STIP)/Transportation Improvement Program (TIP) TxDOT TxDOT STATE STATE Identify proposed funding category TxDOT(1STATE(1) TxDOT(1STATE(1) Obligate funds/approve Federal- aid project agreement, modifications, and project closures (project authorizations) (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Authorize current ▇▇▇▇ bill (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Review and Accept Financial Plan and Annual Updates for Federal Major Projects $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Review Cost Estimates for Federal Major Projects $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot FHWA FHWA be assumed by TxDOT) Develop Financial Plan for Federal Projects between $100 million and $500 million. [23 U.S.C. 106(i)] TxDOT TxDOT All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations excluded from FHWA-TX 327 NEPA Assignment MOU. FHWA FHWA All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations included in the FHWA-TX 327 NEPA Assignment MOU. TxDOT TxDOT Categorical Exclusion approval actions excluded from FHWA- TX 327 NEPA Assignment MOU FHWA FHWA Categorical Exclusion approval actions included in the FHWA- TX 327 NEPA Assignment MOU TxDOT TxDOT Consultant Contract Selection TxDOT(2) TxDOT(2) Sole source Consultant Contract Selection TxDOT(2) TxDOT(2) Approve hiring of consultant to serve in a “management” role (Note: this action cannot be assumed by TxDOT) [23 CFR 172.9] FHWA FHWA Approve consultant agreements and agreement revisions (Federal non-Major Projects) [23 CFR 172.9] TxDOT TxDOT Approve consultant agreements and agreement revisions on Federal Major Projects [23 CFR 172.9] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Approve exceptions to design standards [23 CFR 625.3(f)] FHWA TxDOT for Interstate (4) or for Non-Interstate TxDOT Interstate System Access Change [23 USC 111] (Note: this action cannot be assumed by TxDOT) FHWA N/A Interstate System Access Justification Report [23 USC 111] (Note: action may be assumed by State pursuant to 23 USC 111(e)) FHWA(4) N/A Airport highway clearance coordination and respective public interest finding (if required) [23 CFR 620.104] TxDOT TxDOT Approve Project Management FHWA FHWA Plan for Federal Major Projects over $500 million [23 USC 106(h)] (Note: this action cannot be assumed by TxDOT) Approve innovative and Public- Private Partnership projects in accordance with SEP-14 and SEP- 15 (Note: this action cannot be assumed by TxDOT) FHWA FHWA Provide pre-approval for preventive maintenance project (until FHWA concurs with FHWA FHWA STATE procedures) (Note: this action cannot be assumed by TxDOT) Provide approval of preliminary plans for unusual/complex bridges or structures(3) on the Interstate. [23 USC 109(a) and FHWA Policy] FHWA N/A Provide approval of preliminary plans for unusual/complex bridges or structures(3) (non-Interstate). [23 USC 109(a) and FHWA Policy] TxDOT TxDOT Approve retaining right-of-way encroachments [23 CFR 1.23 (b) & (c)] TxDOT TxDOT Approve use of local force account agreements [23 CFR 635.104 & 204] TxDOT TxDOT Approve use of publicly owned equipment [23 CFR 635.106] TxDOT TxDOT Approve the use of proprietary products, processes [23 CFR 635.411] TxDOT TxDOT Concur in use of publicly furnished materials [23 CFR 635.407] TxDOT TxDOT Make feasibility/practicability determination for allowing authorization of construction prior to completion of ROW clearance, utility and railroad work [23 CFR 635.309(b)] TxDOT TxDOT Make public interest finding on whether TxDOT may proceed with bid advertisement even FHWA for Interstate or TxDOT for Non-Interstate TxDOT though ROW acquisition/relocation activities are not complete for some parcels [23 CFR 635.309(c)(3)] Ensure compliant ROW certificate is in ▇▇▇▇▇ [▇▇ ▇▇▇ 635.309(c)] TxDOT TxDOT Approve Hardship and Protective FHWA FHWA ▇▇▇▇▇▇ [▇▇ ▇▇▇ 710.503] (If a Federal-aid project) (Note: this action cannot be assumed by TxDOT) Approve Interstate Real Property Interest Use Agreements [23 CFR 710.405] (Note: this action cannot be assumed by TxDOT) FHWA N/A Approve non-highway use and ▇▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 1.23(c)] FHWA for Interstate or TxDOT for Non-Interstate (2) TxDOT(2) Approve disposal at less than fair market value of federally funded right-of-way, including disposals of access control [23 U.S.C. 156 and] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Approve disposal at fair market value of federally funded right-of- way, including disposals of access control [23 CFR 710.409] (Note: 23 CFR 710.201 authorizes FHWA and STATE to agree to scope of property-related oversight and approvals for all actions except those on the Interstate System) FHWA for Interstate or TxDOT for Non-Interstate (2) TxDOT(2) Requests for credits toward the non-Federal share of construction costs for early acquisitions, donations or other contributions applied to a project (note: this action cannot be assumed by TxDOT) FHWA FHWA Federal land transfers [23 CFR 710, Subpart F] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Functional replacement of property [23 CFR 710.509] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Accept Transportation Management Plans (23 CFR 630.1012(b)) TxDOT TxDOT Approval of System Engineering Analysis (for ITS) [23 CFR 940.11] TxDOT TxDOT Approve ▇▇&▇ [▇▇ ▇▇▇ 630.201] TxDOT TxDOT Authorize advance construction and conversions [23 CFR 630.703 & 709] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Approve utility or railroad force account work [23 CFR 645.113 & 646.216] TxDOT TxDOT Approve utility and railroad agreements [23 CFR 645.113 & 646.216] TxDOT TxDOT Approve use of consultants by utility companies [23 CFR 645.109(b)] TxDOT TxDOT Approve exceptions to maximum railroad protective insurance TxDOT TxDOT limits [23 CFR 646.111] Authorize (approve) advertising for ▇▇▇▇ [▇▇ ▇▇▇ 635.112, 309] TxDOT TxDOT Approve cost-effectiveness determinations for construction work performed by force account or by contract awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT Approve emergency determinations for contracts awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT Approve construction engineering by local agency [23 CFR 635.105] TxDOT TxDOT Approve advertising period less than 3 weeks [23 CFR 635.112] TxDOT TxDOT Approve addenda during advertising period [23 CFR 635.112] TxDOT TxDOT Concur in award of ▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.114] TxDOT TxDOT Concur in rejection of [23 CFR 635.114] all bids TxDOT TxDOT Approval of Design-Build Requests-for-Proposals and ▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.112] TxDOT TxDOT Approve changes and extra work [23 CFR 635.120] TxDOT TxDOT Approve contract time [23 CFR 635.120] extensions TxDOT TxDOT Concur in use of mandatory borrow/disposal sites [23 CFR 635.407] TxDOT TxDOT Accept materials certification [23 CFR 637.207] TxDOT TxDOT Concur in settlement of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.124] TxDOT TxDOT Concur in termination of construction contracts [23 CFR 635.125] TxDOT TxDOT Waive Buy America provisions [23 CFR 635.410] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Final inspection/acceptance of completed work [23 USC 114(a)] TxDOT TxDOT Approval of Disadvantaged Business Enterprise (DBE) Project Contract Goal set by the State DOT under 49 CFR 26.51(d). [49 CFR 26.51(e)(3)] TxDOT TxDOT Acceptance of Bidder’s Good Faith Efforts to Meet Contract ▇▇▇▇ [▇▇ ▇▇▇ 26.53] or of Prime Contractor’s Good Faith Efforts to Find Another DBE Subcontractor When a DBE Subcontractor is Terminated or Fails to Complete Its Work [49 CFR 26.53(g)] (Note: this action cannot be performed by the FHWA) TxDOT TxDOT Equal Employment Opportunity (EEO) Contract Compliance Review Approval [23 CFR Part 230, Subpart D]). TxDOT TxDOT Training Special Provision – Approval of Project Goal for training slots or hours [23 CFR Part 230, Subpart A] TxDOT TxDOT Training Special Provision – Approval of New Project Training Programs (Note: this action cannot be assumed by TxDOT) ▇▇▇▇ ▇▇▇▇ [▇▇ ▇▇▇ 230.111(d), (e)] FOOTNOTES: (1) TxDOT is responsible for ensuring that all individual elements of the project are eligible. FHWA will check that the scope of the project as described in submitted project agreement is eligible for the category of funding sought. All final eligibility and participation determinations are retained by FHWA. (2) TxDOT’s process and modifications to, or variation in process, require FHWA approval. (3) Unusual/Complex bridges and structures are those that the Division determines to have unique foundation problems, new or complex designs, exceptionally long spans, exceptionally large foundations, complex hydrologic (including climate change and extreme weather events) aspects, complex hydraulic elements or scour related elements, or that are designed with procedures that depart from currently recognized acceptable practices (i.e., cable-stay, suspension, arch, segmental concrete, moveable, truss, tunnels, or complex geotechnical walls or ground improvement systems) (4) FHWA retained actions that could have been assumed by TxDOT. Projects requiring these actions are PoDI projects and will be governed by a separate plan. The following matrix is a list of program actions. The matrix identifies the Responsible Program Office as well as the primary point of contact or the approving official. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Appropriations, Allotments, Obligations 31 USC 1341(a)(1)(A) & (B); 31 USC 1517(a); 23 USC 118(b); 23 USC 121 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will monitor appropriations, allotments and obligations to ensure that all funding is used efficiently within each quarter and use all Obligation Authority (OA) by the end of the year. Approval of Indirect Cost Allocation Plans (ICAPs) 2 C.F.R Part 200, Subpart E;ASMBC-10 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will certify that the ICAP was prepared in accordance with 2 CFR 200 Subpart E. 1 All actions taken on or after December 26, 2014, shall be governed by the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part 200. Part 200 of 2 CFR supersedes 49 CFR Parts 18 and 19, and requirements from OMB Circulars ▇-▇▇, ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇ (which have been placed in OMB guidances); Circulars ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇; and the guidance in Circular A-50 on Single Audit Act follow-up. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks FIRE Program Activities FHWA Order 4560.1B (or as superseded) Ongoing Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will continue to provide oversight and conduct reviews to ensure Federal-aid compliance. FHWA will review and monitor. TxDOT responsibilities include multiple tasks in support of risk assessments, conducting reviews and implementation of recommendations. Audit Coordination/FHWA Financial Statement Audit/State External Audit Reviews/State Internal Audit Reviews FMFIA, 2 C.F.R Part 200, Subpart F; GAAP, CFO Act of 1990; DOT Order 8000.1C As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT assures corrective action is taken to resolve audit findings and FHWA will monitor activities to ensure implementation. Improper Payments Review Improper Payments Information Act of 2002, PL 107-300, Improper Payments Elimination and Recovery Act of 2010, PL 111-204, Improper Payments Elimination and Recovery Improvement Act of 2012, PL 112-248 Annually Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will provide all information necessary to document sampled payments and FHWA offices will review and complete appropriate data submittal forms. Transfer of Funds between programs or to other FHWA offices or agencies as requested by State 23 USC 126; 23 USC 132, and FHWA Order 4551.1 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will submit requests for transfer and FHWA approves and processes the funding transfers between programs, to other States, to other agencies, and to FHWA HQ, Federal Lands, or Research offices. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Reviews of State 23 USC 106(g)(2)(A) Annually Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer 23 USC 106(g)(2)(A) states that the Secretary shall perform annual reviews that address Transportation Departments Financial Management Systems - Financial Integrity elements of the State transportation departments’ financial management systems that affect projects approved under subsection (a). Review Adequacy of Sub- recipient Project Delivery Systems and Sufficient Accounting Controls to Manage Federal Funds 23 USC 106(g)(4)(A)(i) As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer Periodic Reviews of States Monitoring of sub- recipients 23 USC 106(g)(4)(B) As needed Not Applicable Office of Infrastructure District Engineer Chief Engineer Approval of Increased Federal Share Agreement (Sliding Scale) 23 USC 120(b)(2) As determined by the Federal Share Agreement Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Off

AND AMENDMENTS. A. This S&O Agreement will take effect as of the effective date of the signature of the FHWA Texas West Virginia Division Administrator, who shall sign this S&O Agreement last. B. The Division WVFHWA and TxDOT WVDOH agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: • Significant new legislation, Executive orders, or other initiatives affecting the relationship or responsibilities of one or both parties to the S&O Agreement occurs; • Leadership, or leadership direction, changes at TxDOT the WVDOH or FHWA; or • Priorities shift as a result of audits, public perception, or changes in staffing at either TxDOT the WVDOH or Division WVFHWA Office. C. The Division WVFHWA and TxDOT WVDOH agree that changes may occur to the contents of the Attachments to this S&O Agreement and documents incorporated by reference into the S&O Agreement. Except as provided in paragraph XII.DXII.D and E, and E changes to the Attachments and documents incorporated by reference will not require the Division WVFHWA and TxDOT WVDOH to amend this S&O Agreement. The effective date of any revisions to one of these documents shall be clearly visible in the header of the revised document. This Agreement and any revisions to its attachments revised document shall be posted on the DivisionWVFHWA’s Stewardship and Oversight S&O Agreement internet site within five (5) business days of the effective date. D. Any changes to the high high-risk categories must be documented by an amendment to this S&O Agreement. E. Any changes to the Project Action Responsibility Matrix must be approved by the FHWA Office of Infrastructure in writing and documented by an amendment to this S&O Agreement. REMAINDER OF PAGE LEFT BLACK INTENTIONALLY The following matrix identifies Federal-aid highway program (FAHP) project approvals and related responsibilities on a program-wide basis. The matrix specifies which actions are assumed by the State under the provisions of 23 U.S.C. 106(c) or other statutory or regulatory authority, as well as those which are reserved to FHWA. Projects classified as PoDI projects are not covered by the matrix, as those projects will be governed by a separate PoDI plan that specifies FHWA and State responsibilities for the project. TxDOT is responsible for ensuring all individual elements of the project are eligible for FAHP funding, but all final eligibility and participation determinations are retained by FHWA. Ensure project in Statewide Transportation Improvement Program (STIP)/Transportation Improvement Program (TIP) TxDOT TxDOT Identify proposed funding category TxDOT(1) TxDOT(1) Obligate funds/approve Federal- aid project agreement, modifications, and project closures (project authorizations) (Note: this action cannot be assumed by TxDOT) FHWA FHWA Authorize current ▇▇▇▇ (Note: this action cannot be assumed by TxDOT) FHWA FHWA Review and Accept Financial Plan and Annual Updates for Federal Major Projects $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Review Cost Estimates for Federal Major Projects $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot FHWA FHWA be assumed by TxDOT) Develop Financial Plan for Federal Projects between $100 million and $500 million. [23 U.S.C. 106(i)] TxDOT TxDOT All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations excluded from FHWA-TX 327 NEPA Assignment MOU. FHWA FHWA All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations included in the FHWA-TX 327 NEPA Assignment MOU. TxDOT TxDOT Categorical Exclusion approval actions excluded from FHWA- TX 327 NEPA Assignment MOU FHWA FHWA Categorical Exclusion approval actions included in the FHWA- TX 327 NEPA Assignment MOU TxDOT TxDOT Consultant Contract Selection TxDOT(2) TxDOT(2) Sole source Consultant Contract Selection TxDOT(2) TxDOT(2) Approve hiring of consultant to serve in a “management” role (Note: this action cannot be assumed by TxDOT) [23 CFR 172.9] FHWA FHWA Approve consultant agreements and agreement revisions (Federal non-Major Projects) [23 CFR 172.9] TxDOT TxDOT Approve consultant agreements and agreement revisions on Federal Major Projects [23 CFR 172.9] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Approve exceptions to design standards [23 CFR 625.3(f)] FHWA TxDOT for Interstate (4) or for Non-Interstate TxDOT Interstate System Access Change [23 USC 111] (Note: this action cannot be assumed by TxDOT) FHWA N/A Interstate System Access Justification Report [23 USC 111] (Note: action may be assumed by State pursuant to 23 USC 111(e)) FHWA(4) N/A Airport highway clearance coordination and respective public interest finding (if required) [23 CFR 620.104] TxDOT TxDOT Approve Project Management FHWA FHWA Plan for Federal Major Projects over $500 million [23 USC 106(h)] (Note: this action cannot be assumed by TxDOT) Approve innovative and Public- Private Partnership projects in accordance with SEP-14 and SEP- 15 (Note: this action cannot be assumed by TxDOT) FHWA FHWA Provide pre-approval for preventive maintenance project (until FHWA concurs with FHWA FHWA STATE procedures) (Note: this action cannot be assumed by TxDOT) Provide approval of preliminary plans for unusual/complex bridges or structures(3) on the Interstate. [23 USC 109(a) and FHWA Policy] FHWA N/A Provide approval of preliminary plans for unusual/complex bridges or structures(3) (non-Interstate). [23 USC 109(a) and FHWA Policy] TxDOT TxDOT Approve retaining right-of-way encroachments [23 CFR 1.23 (b) & (c)] TxDOT TxDOT Approve use of local force account agreements [23 CFR 635.104 & 204] TxDOT TxDOT Approve use of publicly owned equipment [23 CFR 635.106] TxDOT TxDOT Approve the use of proprietary products, processes [23 CFR 635.411] TxDOT TxDOT Concur in use of publicly furnished materials [23 CFR 635.407] TxDOT TxDOT Make feasibility/practicability determination for allowing authorization of construction prior to completion of ROW clearance, utility and railroad work [23 CFR 635.309(b)] TxDOT TxDOT Make public interest finding on whether TxDOT may proceed with bid advertisement even FHWA for Interstate or TxDOT for Non-Interstate TxDOT though ROW acquisition/relocation activities are not complete for some parcels [23 CFR 635.309(c)(3)] Ensure compliant ROW certificate is in ▇▇▇▇▇ [▇▇ ▇▇▇ 635.309(c)] TxDOT TxDOT Approve Hardship and Protective FHWA FHWA ▇▇▇▇▇▇ [▇▇ ▇▇▇ 710.503] (If a Federal-aid project) (Note: this action cannot be assumed by TxDOT) Approve Interstate Real Property Interest Use Agreements [23 CFR 710.405] (Note: this action cannot be assumed by TxDOT) FHWA N/A Approve non-highway use and ▇▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 1.23(c)] FHWA for Interstate or TxDOT for Non-Interstate (2) TxDOT(2) Approve disposal at less than fair market value of federally funded right-of-way, including disposals of access control [23 U.S.C. 156 and] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Approve disposal at fair market value of federally funded right-of- way, including disposals of access control [23 CFR 710.409] (Note: 23 CFR 710.201 authorizes FHWA and STATE to agree to scope of property-related oversight and approvals for all actions except those on the Interstate System) FHWA for Interstate or TxDOT for Non-Interstate (2) TxDOT(2) Requests for credits toward the non-Federal share of construction costs for early acquisitions, donations or other contributions applied to a project (note: this action cannot be assumed by TxDOT) FHWA FHWA Federal land transfers [23 CFR 710, Subpart F] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Functional replacement of property [23 CFR 710.509] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Accept Transportation Management Plans (23 CFR 630.1012(b)) TxDOT TxDOT Approval of System Engineering Analysis (for ITS) [23 CFR 940.11] TxDOT TxDOT Approve ▇▇&▇ [▇▇ ▇▇▇ 630.201] TxDOT TxDOT Authorize advance construction and conversions [23 CFR 630.703 & 709] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Approve utility or railroad force account work [23 CFR 645.113 & 646.216] TxDOT TxDOT Approve utility and railroad agreements [23 CFR 645.113 & 646.216] TxDOT TxDOT Approve use of consultants by utility companies [23 CFR 645.109(b)] TxDOT TxDOT Approve exceptions to maximum railroad protective insurance TxDOT TxDOT limits [23 CFR 646.111] Authorize (approve) advertising for ▇▇▇▇ [▇▇ ▇▇▇ 635.112, 309] TxDOT TxDOT Approve cost-effectiveness determinations for construction work performed by force account or by contract awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT Approve emergency determinations for contracts awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT Approve construction engineering by local agency [23 CFR 635.105] TxDOT TxDOT Approve advertising period less than 3 weeks [23 CFR 635.112] TxDOT TxDOT Approve addenda during advertising period [23 CFR 635.112] TxDOT TxDOT Concur in award of ▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.114] TxDOT TxDOT Concur in rejection of [23 CFR 635.114] all bids TxDOT TxDOT Approval of Design-Build Requests-for-Proposals and ▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.112] TxDOT TxDOT Approve changes and extra work [23 CFR 635.120] TxDOT TxDOT Approve contract time [23 CFR 635.120] extensions TxDOT TxDOT Concur in use of mandatory borrow/disposal sites [23 CFR 635.407] TxDOT TxDOT Accept materials certification [23 CFR 637.207] TxDOT TxDOT Concur in settlement of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.124] TxDOT TxDOT Concur in termination of construction contracts [23 CFR 635.125] TxDOT TxDOT Waive Buy America provisions [23 CFR 635.410] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Final inspection/acceptance of completed work [23 USC 114(a)] TxDOT TxDOT Approval of Disadvantaged Business Enterprise (DBE) Project Contract Goal set by the State DOT under 49 CFR 26.51(d). [49 CFR 26.51(e)(3)] TxDOT TxDOT Acceptance of Bidder’s Good Faith Efforts to Meet Contract ▇▇▇▇ [▇▇ ▇▇▇ 26.53] or of Prime Contractor’s Good Faith Efforts to Find Another DBE Subcontractor When a DBE Subcontractor is Terminated or Fails to Complete Its Work [49 CFR 26.53(g)] (Note: this action cannot be performed by the FHWA) TxDOT TxDOT Equal Employment Opportunity (EEO) Contract Compliance Review Approval [23 CFR Part 230, Subpart D]). TxDOT TxDOT Training Special Provision – Approval of Project Goal for training slots or hours [23 CFR Part 230, Subpart A] TxDOT TxDOT Training Special Provision – Approval of New Project Training Programs (Note: this action cannot be assumed by TxDOT) ▇▇▇▇ ▇▇▇▇ [▇▇ ▇▇▇ 230.111(d), (e)] FOOTNOTES: (1) TxDOT is responsible for ensuring that all individual elements of the project are eligible. FHWA will check that the scope of the project as described in submitted project agreement is eligible for the category of funding sought. All final eligibility and participation determinations are retained by FHWA. (2) TxDOT’s process and modifications to, or variation in process, require FHWA approval. (3) Unusual/Complex bridges and structures are those that the Division determines to have unique foundation problems, new or complex designs, exceptionally long spans, exceptionally large foundations, complex hydrologic (including climate change and extreme weather events) aspects, complex hydraulic elements or scour related elements, or that are designed with procedures that depart from currently recognized acceptable practices (i.e., cable-stay, suspension, arch, segmental concrete, moveable, truss, tunnels, or complex geotechnical walls or ground improvement systems) (4) FHWA retained actions that could have been assumed by TxDOT. Projects requiring these actions are PoDI projects and will be governed by a separate plan. The following matrix is a list of program actions. The matrix identifies the Responsible Program Office as well as the primary point of contact or the approving official. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Appropriations, Allotments, Obligations 31 USC 1341(a)(1)(A) & (B); 31 USC 1517(a); 23 USC 118(b); 23 USC 121 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will monitor appropriations, allotments and obligations to ensure that all funding is used efficiently within each quarter and use all Obligation Authority (OA) by the end of the year. Approval of Indirect Cost Allocation Plans (ICAPs) 2 C.F.R Part 200, Subpart E;ASMBC-10 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will certify that the ICAP was prepared in accordance with 2 CFR 200 Subpart E. 1 All actions taken on or after December 26, 2014, shall be governed by the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part 200. Part 200 of 2 CFR supersedes 49 CFR Parts 18 and 19, and requirements from OMB Circulars ▇-▇▇, ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇ (which have been placed in OMB guidances); Circulars ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇; and the guidance in Circular A-50 on Single Audit Act follow-up. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks FIRE Program Activities FHWA Order 4560.1B (or as superseded) Ongoing Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will continue to provide oversight and conduct reviews to ensure Federal-aid compliance. FHWA will review and monitor. TxDOT responsibilities include multiple tasks in support of risk assessments, conducting reviews and implementation of recommendations. Audit Coordination/FHWA Financial Statement Audit/State External Audit Reviews/State Internal Audit Reviews FMFIA, 2 C.F.R Part 200, Subpart F; GAAP, CFO Act of 1990; DOT Order 8000.1C As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT assures corrective action is taken to resolve audit findings and FHWA will monitor activities to ensure implementation. Improper Payments Review Improper Payments Information Act of 2002, PL 107-300, Improper Payments Elimination and Recovery Act of 2010, PL 111-204, Improper Payments Elimination and Recovery Improvement Act of 2012, PL 112-248 Annually Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will provide all information necessary to document sampled payments and FHWA offices will review and complete appropriate data submittal forms. Transfer of Funds between programs or to other FHWA offices or agencies as requested by State 23 USC 126; 23 USC 132, and FHWA Order 4551.1 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will submit requests for transfer and FHWA approves and processes the funding transfers between programs, to other States, to other agencies, and to FHWA HQ, Federal Lands, or Research offices. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Reviews of State 23 USC 106(g)(2)(A) Annually Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer 23 USC 106(g)(2)(A) states that the Secretary shall perform annual reviews that address Transportation Departments Financial Management Systems - Financial Integrity elements of the State transportation departments’ financial management systems that affect projects approved under subsection (a). Review Adequacy of Sub- recipient Project Delivery Systems and Sufficient Accounting Controls to Manage Federal Funds 23 USC 106(g)(4)(A)(i) As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer Periodic Reviews of States Monitoring of sub- recipients 23 USC 106(g)(4)(B) As needed Not Applicable Office of Infrastructure District Engineer Chief Engineer Approval of Increased Federal Share Agreement (Sliding Scale) 23 USC 120(b)(2) As determined by the Federal Share Agreement Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Off

AND AMENDMENTS. A. This S&O Agreement will take effect as of the effective date of the signature of the FHWA Texas West Virginia Division Administrator, who shall sign this S&O Agreement last. B. The Division and TxDOT State DOT agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: • Significant new legislation, Executive orders, or other initiatives affecting the relationship or responsibilities of one or both parties to the S&O Agreement occurs; • Leadership, or leadership direction, changes at TxDOT the State DOT or FHWA; or • Priorities shift as a result of audits, public perception, or changes in staffing at either TxDOT the State DOT or Division Office. C. The Division and TxDOT State DOT agree that changes may occur to the contents of the Attachments to this S&O Agreement and documents incorporated by reference into the S&O Agreement. Except as provided in paragraph XII.DXII.D and E, and E changes to the Attachments and documents incorporated by reference will not require the Division and TxDOT State DOT to amend this S&O Agreement. The effective date of any revisions to one of these documents shall be clearly visible in the header of the revised document. This Agreement and any revisions to its attachments revised document shall be posted on the Division’s Stewardship and Oversight S&O Agreement internet site within five (5) business days of the effective date. D. Any changes to the high risk categories must be documented by an amendment to this S&O Agreement. E. Any changes to the Project Action Responsibility Matrix must be approved by the FHWA Office of Infrastructure in writing and documented by an amendment to this S&O Agreement. REMAINDER OF PAGE LEFT BLACK INTENTIONALLY Executed this 26th day of _May , 2015 _/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Signature ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, P.E. Division Administrator Executed this 26th day of May , 2015. ▇▇▇▇ ▇. ▇▇▇▇▇▇, P.E. Secretary of Transportation The following matrix identifies Federal-aid highway program (FAHP) project approvals and related responsibilities on a program-program- wide basis. The matrix specifies which actions are assumed by the State under the provisions of 23 U.S.C. 106(c) or other statutory or regulatory authority, as well as those which are reserved to FHWA. Projects classified as PoDI projects are not covered by the matrix, as those projects will be governed by a separate PoDI plan that specifies FHWA and State responsibilities for the project. TxDOT In the matrix, actions marked with an asterisk (“FHWA*”) are those that FHWA has retained but that could have been assumed by the State through FHWA discretion (on the NHS) or by right (off the NHS). Projects requiring those actions are PoDI projects because of FHWA’s retained authority. Those projects will be governed by a separate PoDI Plan. The State DOT is responsible for ensuring all individual elements of the project are eligible for FAHP funding, but all final eligibility and participation determinations are retained by FHWA. Ensure project in Statewide Transportation Improvement Program (STIP)/Transportation Improvement Program (TIP) TxDOT TxDOT STATE STATE Identify proposed funding STATE(1) STATE(1) category TxDOT(1) TxDOT(1) Obligate funds/approve Federal- aid project agreement, modifications, and project closures (project authorizations) FHWA FHWA (Note: this action cannot be assumed by TxDOTState) FHWA FHWA be Authorize current ▇▇▇▇ (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Review and Accept Financial Plan and Annual Updates for Federal Major Projects over $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Review Cost Estimates for Federal Major Projects over $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot FHWA FHWA be assumed by TxDOTState) FHWA FHWA Develop Financial Plan for Federal Projects between $100 million and $500 million. [23 U.S.C. 106(i)] TxDOT TxDOT STATE STATE All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations excluded from FHWA-TX 327 NEPA Assignment MOUregulations. FHWA FHWA All EA/FONSI, EIS/ROD, 4(f), 106, 6(f(Note: this action cannot be assumed by STATE except under 23 U.S.C. 327) and other approval actions required by Federal environmental laws and regulations included in the FHWA-TX 327 NEPA Assignment MOU. TxDOT TxDOT FHWA(2) FHWA(2) Categorical Exclusion approval actions excluded from FHWA- TX 327 NEPA Assignment MOU FHWA FHWA Categorical Exclusion approval actions included in (Note this action cannot be assumed by the FHWA- TX 327 NEPA Assignment MOU TxDOT TxDOT State except through an assignment under 23 U.S.C. 326 or 327, or through a programmatic agreement pursuant to Section 1318(d) of MAP-21 and 23 CFR 771.117(g))) FHWA(2) FHWA(2) Consultant Contract Selection TxDOT(2STATE (3) TxDOT(2STATE (3) Sole source Consultant Contract Selection TxDOT(2STATE (3) TxDOT(2STATE (3) Approve hiring of consultant to serve in a “management” role (Note: this action cannot be assumed by TxDOTState) [23 CFR 172.9] FHWA FHWA Approve consultant agreements and agreement revisions (Federal non-Major Projects) [23 CFR 172.9] TxDOT TxDOT STATE STATE Approve consultant agreements and agreement revisions on Federal Major Projects [23 CFR 172.9] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve exceptions to design standards [23 CFR 625.3(f)] FHWA TxDOT for Interstate (4) or for Non-Interstate TxDOT STATE STATE Interstate System Access Change [23 USC 111] (Note: this action cannot be assumed by TxDOTState) FHWA N/A Interstate System Access Justification Report [23 USC 111] (Note: action may be assumed by State pursuant to 23 USC 111(e)) FHWA(4) FHWA* N/A Airport highway clearance coordination and respective public interest finding (if required) [23 CFR 620.104] TxDOT TxDOT STATE STATE Approve Project Management FHWA FHWA Plan for Federal Major Projects over $500 million [23 USC 106(h)] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve innovative and Public- Private Partnership projects in accordance with SEP-14 and SEP- 15 (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Provide pre-approval for preventive maintenance project (until FHWA concurs with FHWA FHWA STATE procedures) (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Provide approval of preliminary plans for unusual/complex bridges or structures(3) structures on the Interstate. [23 USC 109(a) and FHWA Policy] FHWA (4) N/A Provide approval of preliminary plans for unusual/complex bridges or structures(3) structures (non-Interstate). [23 USC 109(a) and FHWA Policy] TxDOT TxDOT State (4) STATE Approve retaining right-of-way encroachments [23 CFR 1.23 (b) & (c)] TxDOT TxDOT STATE STATE Approve use of local force account agreements [23 CFR 635.104 & 204] TxDOT TxDOT STATE STATE Approve use of publicly owned equipment [23 CFR 635.106] TxDOT TxDOT STATE STATE Approve the use of proprietary products, processes [23 CFR 635.411] TxDOT TxDOT proprietary STATE STATE Concur in use of publicly furnished materials [23 CFR 635.407] TxDOT TxDOT STATE STATE Make feasibility/practicability determination for allowing authorization of construction prior to completion of ROW clearance, STATE STATE utility and railroad work [23 CFR 635.309(b)] TxDOT TxDOT Make public interest finding on whether TxDOT State may proceed with bid advertisement even FHWA for Interstate or TxDOT for Non-Interstate TxDOT though ROW acquisition/relocation activities are not complete for some parcels [23 CFR 635.309(c)(3)] FHWA for Interstate STATE for Non-Interstate STATE Ensure compliant ROW certificate is in ▇▇▇▇▇ [▇▇ ▇▇▇ 635.309(c)] TxDOT TxDOT STATE STATE Approve Hardship and Protective FHWA FHWA ▇▇▇▇▇▇ [▇▇ ▇▇▇ 710.503] (If a Federal-aid project) (Note: this action cannot be assumed by TxDOTState) Approve Interstate Real Property Interest Use Agreements [23 CFR 710.405] (Note: this action cannot be assumed by TxDOTState) FHWA N/A Approve non-highway use and ▇▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 1.23(c)] FHWA for Interstate or TxDOT STATE for Non-Interstate NHS STATE (2) TxDOT(23) Approve disposal at less than fair market value of federally funded FHWA FHWA right-of-way, including disposals of access control [23 U.S.C. 156 and156] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve disposal at fair market value of federally funded right-of- way, including disposals of access control [23 CFR 710.409] (Note: 23 CFR 710.201 authorizes FHWA and STATE to agree to scope of property-related oversight and approvals for all actions except those on the Interstate System) FHWA for Interstate or TxDOT for Non-Interstate NHS STATE (2) TxDOT(23) Requests for credits toward the non-Federal share of construction costs for early acquisitions, donations or other contributions applied to a project (note: this action cannot be assumed by TxDOTState) FHWA FHWA Federal land transfers [23 CFR 710, Subpart F] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Functional replacement of property [23 CFR 710.509] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Accept Transportation Management Plans (23 CFR 630.1012(b)) TxDOT TxDOT STATE STATE Approval of System Engineering Analysis (for ITS) [23 CFR 940.11] TxDOT TxDOT Approve ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇&▇ [▇▇ ▇▇▇ 630.201] TxDOT TxDOT STATE STATE Authorize advance construction and conversions [23 CFR 630.703 & 709] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve utility or railroad force account work [23 CFR 645.113 & 646.216] TxDOT TxDOT STATE STATE Approve utility and railroad agreements [23 CFR 645.113 & 646.216] TxDOT TxDOT STATE STATE Approve use of consultants by utility companies [23 CFR 645.109(b)] TxDOT TxDOT STATE STATE Approve exceptions to maximum railroad protective insurance TxDOT TxDOT limits [23 CFR 646.111] STATE STATE Authorize (approve) advertising for ▇▇▇▇ [▇▇ ▇▇▇ 635.112, 309] TxDOT TxDOT STATE STATE Approve cost-effectiveness determinations for construction work performed by force account or by contract awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT STATE STATE Approve emergency determinations for contracts awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT FHWA* STATE Approve construction engineering by local agency [23 CFR 635.105] TxDOT TxDOT STATE STATE Approve advertising period less than 3 weeks [23 CFR 635.112] TxDOT TxDOT STATE STATE Approve addenda during advertising period [23 CFR 635.112] TxDOT TxDOT FHWA or STATE, whichever approved PS&E STATE Concur in award of ▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.114] TxDOT TxDOT Concur in rejection of ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ [23 CFR ▇▇ ▇▇▇ 635.114] all bids TxDOT TxDOT STATE STATE Approval of Design-Build Requests-for-Proposals and ▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.112] TxDOT TxDOT STATE STATE Approve changes and extra work [23 CFR 635.120] TxDOT TxDOT STATE STATE Approve contract time [23 CFR 635.120] extensions TxDOT TxDOT STATE STATE Concur in use of mandatory borrow/disposal sites [23 CFR 635.407] TxDOT TxDOT STATE STATE Accept materials certification [23 CFR 637.207] TxDOT TxDOT STATE STATE Concur in settlement of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ contract claims [▇▇ ▇▇▇ 23 CFR 635.124] TxDOT TxDOT STATE STATE Concur in termination of construction contracts [23 CFR 635.125] TxDOT TxDOT STATE STATE Waive Buy America provisions [23 CFR 635.410] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Final inspection/acceptance of completed work [23 USC 114(a)] TxDOT TxDOT STATE STATE Approval of Disadvantaged Business Enterprise (DBE) Project Contract Goal set by the State DOT under 49 CFR 26.51(d). [49 CFR 26.51(e)(3)] TxDOT TxDOT STATE STATE Acceptance of Bidder’s Good Faith Efforts to Meet Contract ▇▇▇▇ [▇▇ ▇▇▇ 26.53] or of Prime STATE STATE Contractor’s Good Faith Efforts to Find Another DBE Subcontractor When a DBE Subcontractor is Terminated or Fails to Complete Its Work [49 CFR 26.53(g)] (Note: this action cannot be performed by the FHWA) TxDOT TxDOT Equal Employment Opportunity (EEO) Contract Compliance Review Approval [23 CFR Part 230▇▇▇ ▇▇▇▇ ▇▇▇, Subpart D▇▇▇▇▇▇▇ ▇]). TxDOT TxDOT ▇▇▇▇▇ ▇▇▇▇▇ Training Special Provision – Approval of Project Goal for training slots or hours [23 CFR Part 230, Subpart A] TxDOT TxDOT STATE STATE Training Special Provision – Approval of New Project Training Programs (Note: this action cannot be assumed by TxDOTState) ▇▇▇▇ ▇▇▇▇ [▇▇ ▇▇▇ 23 CFR 230.111(d), (e)] FOOTNOTES:FHWA FHWA (1) TxDOT State is responsible for ensuring that all individual elements of the project are eligible. FHWA will check that the scope of the project as described in submitted project agreement is eligible for the category of funding sought. All final eligibility and participation determinations are retained by FHWA. (2) TxDOTIf there is a 23 U.S.C. 326 or 325 assignment or PCE agreement, decisions are handled in accordance with those assignments or agreements. (3) State’s process and modifications to, or variation in process, require FHWA approval. (34) Unusual/Complex bridges and structures are those that the Division determines to have unique foundation problems, new or complex designs, exceptionally long spans, exceptionally large foundations, complex hydrologic (including climate change and extreme weather events) aspects, complex hydraulic elements or scour related elements, or that are designed with procedures that depart from currently recognized acceptable practices (i.e., cable-stay, suspension, arch, segmental concrete, moveable, truss, tunnels, or complex geotechnical walls or ground improvement systems) (4) FHWA retained actions that could have been assumed by TxDOT. Projects requiring these actions are PoDI projects and will be governed by a separate plan. The following matrix is a an example list of program actions. The Division should refer to (link removed) for the latest updated version which can be incorporated into the agreement or referenced as a control document. Modify the matrix identifies to reflect the Division and State “Responsible Program Office as well as the Office.” The primary point office of contact should be listed, rather than an individual or the approving official. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA State DOT Responsible Program Office Remarks Division Point of Contact TxDOT Point of Contact Remarks Responsible Program Office Appropriations, Obligations Allotments, Obligations 31 USC 1341(a)(1)(A) )& (B); 31 USC 1517(a); 23 USC 118(b); , 23 USC 121 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT Manager Planning Division State will monitor appropriations, allotments and obligations to ensure that all funding is used efficiently within each quarter and use all Obligation Authority (OA) by the end of the year. Approval of Indirect Cost Allocation Plans (ICAPs) 2 C.F.R Subpart Part 200, Subpart E;ASMBC-10 As needed Not Applicable Office of Chief Financial Officer Director Financial Manager Finance and Administration Chief Financial Officer TxDOT Division The State will certify that the ICAP was prepared in accordance with 2 CFR 200 Subpart E. 1 All actions taken on or after December 26, 2014, shall be governed by the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part 200. Part 200 of 2 CFR supersedes 49 CFR Parts 18 and 19, and requirements from OMB Circulars ▇-▇▇, ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇ (which have been placed in OMB guidances); Circulars ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇; and the guidance in Circular A-50 on Single Audit Act follow-up. E. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA State DOT Responsible Program Office Remarks Division Point of Contact TxDOT Point of Contact Remarks FIRE Responsible Program Activities Office FHWA Order 4560.1B 4560.1C (or as superseded) Ongoing Office of Chief Financial Officer Director Financial Manager Finance and Administration Chief Financial Officer TxDOT Division State will continue to provide oversight and conduct reviews to ensure Federal-aid FIRE Program Activities compliance. FHWA will review and monitor. TxDOT State responsibilities include multiple tasks in support of risk assessments, conducting reviews and implementation of recommendations. Audit Coordination/FHWA Financial Statement Audit/State External Audit Reviews/State Internal Audit Reviews FMFIA, 2 C.F.R Part 200, Subpart F; ; GAAP, CFO Act of 1990; DOT Order 8000.1C As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT Manager Audit Division State assures corrective action is taken to resolve audit findings and FHWA will monitor activities to ensure implementation. Improper Payments Review Improper Payments Information Act of Annually Office of Chief Financial Officer Finance Division State will provide all information necessary to document sampled payments and FHWA offices will review and complete appropriate data submittal forms. 2002, PL 107-300, Improper Payments Elimination and Recovery Act of 2010, PL 111-204, Improper Payments Elimination and Recovery Improvement Act of 2012, PL 112-248 Annually Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will provide all information necessary to document sampled payments and FHWA offices will review and complete appropriate data submittal forms. Manager Transfer of Funds between programs or to other FHWA offices or agencies as requested by State 23 USC 126; , 23 USC 132, and FHWA Order 4551.1 As needed Not Applicable Office of Chief Financial Officer Director Financial Manager Finance and Administration Chief Financial Officer TxDOT Division State will submit requests for transfer and FHWA approves and processes the funding transfers between programs, to other States, to other agencies, and to FHWA HQ, Federal Lands, or Research offices. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA State DOT Responsible Program Office Remarks Division Point of Contact TxDOT Point of Contact Remarks Responsible Program Office Reviews of State 23 USC 106(g)(2)(A) Annually Not Applicable Office of Chief Financial Officer Director Financial Manager Finance and Administration Chief Financial Officer Division 23 USC 106(g)(2)(A) states that the Secretary shall perform annual reviews that address Transportation Departments Financial Management Systems - Financial Integrity elements of the State transportation departments’ financial management systems that affect projects approved under subsection (a). Review Adequacy of Sub- recipient Project Delivery Systems and Sufficient Accounting Controls to Manage Federal Funds 23 USC 106(g)(4)(A)(i) As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer Manager Planning Division Periodic Reviews of States Monitoring of sub- recipients States 23 USC 106(g)(4)(B) As needed Not Applicable Office of Infrastructure District Engineer Chief Engineer Financial Manager Planning Division Approval of Increased Federal Share Agreement (Sliding Scale) 23 USC 120(b)(2) As determined by the Federal Share Agreement Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial OffManager Planning Division A State must ent

AND AMENDMENTS. A. This S&O Agreement will take effect as of the effective date of the signature of the FHWA Texas Maine Division Administrator, who shall sign this S&O Agreement last. B. The Maine Division and TxDOT MaineDOT agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: • Significant new legislation, Executive orders, or other initiatives affecting the relationship or responsibilities of one or both parties to the S&O Agreement occurs; • Leadership, or leadership direction, changes at TxDOT MaineDOT or FHWA; or • Priorities shift as a result of audits, public perception, or changes in staffing at either TxDOT MaineDOT or Maine Division Office. C. The Maine Division and TxDOT MaineDOT agree that changes may occur to the contents of the Attachments to this S&O Agreement and documents incorporated by reference into the S&O Agreement. Except as provided in paragraph XII.DXII.D and E, and E changes to the Attachments and documents incorporated by reference will not require the Maine Division and TxDOT MaineDOT to amend this S&O Agreement. The effective date of any revisions to one of these documents shall be clearly visible in the header of the revised document. This Agreement and any revisions to its attachments revised document shall be posted on the Division’s Stewardship and Oversight S&O Agreement internet site within five (5) business days of the effective date. D. Any changes to the high risk categories must be documented by an amendment to this S&O Agreement. E. Any changes to the Project Action Responsibility Matrix (Appendix A) must be approved by the FHWA Office of Infrastructure in writing and documented by an amendment to this S&O Agreement. REMAINDER OF PAGE LEFT BLACK INTENTIONALLY The following matrix identifies Federal-aid highway program (FAHP) project approvals and related responsibilities on a program-wide basisExecuted this 27th day of April , 2015. The matrix specifies which actions are assumed by the State under the provisions ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Division Administrator Executed this 27th day of 23 U.S.C. 106(c) or other statutory or regulatory authorityApril _ , as well as those which are reserved to FHWA2015. Projects classified as PoDI projects are not covered by the matrix, as those projects will be governed by a separate PoDI plan that specifies FHWA and State responsibilities for the project. TxDOT _/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Signature MaineDOT is responsible for ensuring all individual elements of the project are eligible for FAHP funding, but all final eligibility and participation determinations are retained by FHWA. Ensure project in Statewide Transportation Improvement Program (STIP)/Transportation Improvement Program (TIP) TxDOT TxDOT MaineDOT MaineDOT Identify proposed funding category TxDOT(1MaineDOT (1) TxDOT(1MaineDOT (1) Obligate funds/approve Federal- aid project agreement, modifications, and project closures (project authorizations) (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Authorize current ▇▇▇▇ (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Review and Accept Financial Plan and Annual Updates for Federal Major Projects over $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Review Cost Estimates for Federal Major Projects over $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot FHWA FHWA be assumed by TxDOTState) FHWA FHWA Develop Financial Plan for Federal Projects between $100 million and $500 million. [23 U.S.C. 106(i)] TxDOT TxDOT MaineDOT MaineDOT All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations excluded from FHWA-TX 327 NEPA Assignment MOUregulations. (Note: this action cannot be assumed by STATE except under 23 U.S.C. 327) FHWA (2) FHWA All EA/FONSI, EIS/ROD, 4(f), 106, 6(f(2) and other approval actions required by Federal environmental laws and regulations included in the FHWA-TX 327 NEPA Assignment MOU. TxDOT TxDOT Categorical Exclusion approval actions excluded from FHWA- TX 327 NEPA Assignment MOU (Note this action cannot be assumed by the State except through an assignment under 23 U.S.C. 326 or 327, or through a programmatic agreement pursuant to Section 1318(d) of MAP-21 and 23 CFR 771.117(g))) FHWA (2) FHWA Categorical Exclusion approval actions included in the FHWA- TX 327 NEPA Assignment MOU TxDOT TxDOT (2) Consultant Contract Selection TxDOT(2MaineDOT (3) TxDOT(2MaineDOT (3) Sole source Consultant Contract Selection TxDOT(2MaineDOT (3) TxDOT(2MaineDOT (3) Approve hiring of consultant to serve in a “management” role (Note: this action cannot be assumed by TxDOTState) [23 CFR 172.9] FHWA FHWA Approve consultant agreements and agreement revisions (Federal non-Major Projects) [23 CFR 172.9] TxDOT TxDOT MaineDOT MaineDOT Approve consultant agreements and agreement revisions on Federal Major Projects [23 CFR 172.9] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve exceptions to design standards [23 CFR 625.3(f)] FHWA TxDOT for Interstate (4) or for Non-Interstate TxDOT MaineDOT MaineDOT Interstate System Access Change [23 USC 111] (Note: this action cannot be assumed by TxDOTState) FHWA N/A Interstate System Access Justification Report [23 USC 111] (Note: action may be assumed by MaineDOT N/A State pursuant to 23 USC 111(e)) FHWA(4) N/A Airport highway clearance coordination and respective public interest finding (if required) [23 CFR 620.104] TxDOT TxDOT MaineDOT MaineDOT Approve Project Management FHWA FHWA Plan for Federal Major Projects over $500 million [23 USC 106(h)] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve innovative and Public- Private Partnership projects in accordance with SEP-14 and SEP- 15 (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Provide pre-approval for preventive maintenance project (until FHWA concurs with FHWA FHWA STATE procedures) (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Provide approval of preliminary plans for unusual/complex bridges or structures(3) structures on the Interstate. [23 USC 109(a) and FHWA Policy] FHWA (4) N/A Provide approval of preliminary plans for unusual/complex bridges or structures(3) structures (non-Interstate). [23 USC 109(a) and FHWA Policy] TxDOT TxDOT MaineDOT (4) MaineDOT Approve retaining right-of-way encroachments [23 CFR 1.23 (b) & (c)] TxDOT TxDOT MaineDOT MaineDOT Approve use of local force account agreements [23 CFR 635.104 & 204] TxDOT TxDOT MaineDOT MaineDOT Approve use of publicly owned equipment [23 CFR 635.106] TxDOT TxDOT MaineDOT MaineDOT Approve the use of proprietary products, processes ▇▇▇▇▇▇▇▇▇ [23 CFR ▇▇ ▇▇▇ 635.411] TxDOT TxDOT MaineDOT MaineDOT Concur in use of publicly furnished materials [23 CFR 635.407] TxDOT TxDOT MaineDOT MaineDOT Make feasibility/practicability determination for allowing authorization of construction prior to completion of ROW clearance, utility and railroad work [23 CFR 635.309(b)] TxDOT TxDOT MaineDOT MaineDOT Make public interest finding on whether TxDOT State may proceed with bid advertisement even FHWA for Interstate or TxDOT for Non-Interstate TxDOT though ROW acquisition/relocation activities are not complete for some parcels [23 CFR 635.309(c)(3)] FHWA for Interstate MaineDOT for Non-Interstate MaineDOT Ensure compliant ROW certificate is in ▇▇▇▇▇ [▇▇ ▇▇▇ 635.309(c)] TxDOT TxDOT MaineDOT MaineDOT Approve Hardship and Protective FHWA FHWA ▇▇▇▇▇▇ [▇▇ ▇▇▇ 710.503] (If a Federal-aid project) (Note: this action cannot be assumed by TxDOTState) Approve Interstate Real Property Interest Use Agreements [23 CFR 710.405] (Note: this action cannot be assumed by TxDOTState) FHWA N/A Approve non-highway use and ▇▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 1.23(c)] FHWA for Interstate or TxDOT MaineDOT for Non-Interstate (23) TxDOT(2MaineDOT (3) Approve disposal at less than fair FHWA FHWA market value of federally funded right-of-way, including disposals of access control [23 U.S.C. 156 and156] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve disposal at fair market value of federally funded right-of- way, including disposals of access control [23 CFR 710.409] (Note: 23 CFR 710.201 authorizes FHWA and STATE to agree to scope of property-related oversight and approvals for all actions except those on the Interstate System) FHWA for Interstate or TxDOT MaineDOT for Non-Interstate (23) TxDOT(2MaineDOT (3) Requests for credits toward the non-Federal share of construction costs for early acquisitions, donations or other contributions applied to a project (note: this action cannot be assumed by TxDOTState) FHWA FHWA Federal land transfers [23 CFR 710, Subpart F] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Functional replacement of property [23 CFR 710.509] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Accept Transportation Management Plans (23 CFR 630.1012(b)) TxDOT TxDOT MaineDOT MaineDOT Approval of System Engineering Analysis (for ITS) [23 CFR 940.11] TxDOT TxDOT MaineDOT MaineDOT Approve ▇▇&▇ PS&E [▇▇ ▇▇▇ 23 CFR 630.201] TxDOT TxDOT MaineDOT MaineDOT Authorize advance construction and conversions [23 CFR 630.703 & 709] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve utility or railroad force account work [23 CFR 645.113 & 646.216] TxDOT TxDOT MaineDOT MaineDOT Approve utility and railroad agreements [23 CFR 645.113 & 646.216] TxDOT TxDOT MaineDOT MaineDOT Approve use of consultants by utility companies [23 CFR 645.109(b)] TxDOT TxDOT MaineDOT MaineDOT Approve exceptions to maximum railroad protective insurance TxDOT TxDOT limits [23 CFR 646.111] MaineDOT MaineDOT Authorize (approve) advertising for ▇▇▇▇ [▇▇ ▇▇▇ 635.112, 309] TxDOT TxDOT MaineDOT MaineDOT Approve cost-effectiveness determinations for construction work performed by force account or by contract awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT MaineDOT MaineDOT Approve emergency determinations for contracts awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT MaineDOT MaineDOT Approve construction engineering by local agency [23 CFR 635.105] TxDOT TxDOT MaineDOT MaineDOT Approve advertising period less than 3 weeks [23 CFR 635.112] TxDOT TxDOT MaineDOT MaineDOT Approve addenda during advertising period [23 CFR 635.112] TxDOT TxDOT MaineDOT MaineDOT Concur in award of ▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.114] TxDOT TxDOT MaineDOT MaineDOT Concur in rejection of [23 CFR 635.114] all bids TxDOT TxDOT MaineDOT MaineDOT Approval of Design-Build Requests-for-Proposals and ▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.112] TxDOT TxDOT MaineDOT MaineDOT Approve changes and extra work [23 CFR 635.120] TxDOT TxDOT MaineDOT MaineDOT Approve contract time extensions MaineDOT MaineDOT [23 CFR ▇▇ ▇▇▇ 635.120] extensions TxDOT TxDOT Concur in use of mandatory borrow/disposal sites [23 CFR 635.407] TxDOT TxDOT MaineDOT MaineDOT Accept materials certification [23 CFR 637.207] TxDOT TxDOT MaineDOT MaineDOT Concur in settlement of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.124] TxDOT TxDOT MaineDOT MaineDOT Concur in termination of construction contracts [23 CFR 635.125] TxDOT TxDOT MaineDOT MaineDOT Waive Buy America provisions [23 CFR 635.410] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Final inspection/acceptance of completed work [23 USC 114(a)] TxDOT TxDOT MaineDOT MaineDOT Approval of Disadvantaged MaineDOT MaineDOT Business Enterprise (DBE) Project Contract Goal set by the State DOT under 49 CFR 26.51(d). [49 CFR 26.51(e)(3)] TxDOT TxDOT Acceptance of Bidder’s Good Faith Efforts to Meet Contract ▇▇▇▇ [▇▇ ▇▇▇ 26.53] or of Prime Contractor’s Good Faith Efforts to Find Another DBE Subcontractor When a DBE Subcontractor is Terminated or Fails to Complete Its Work [49 CFR 26.53(g)] (Note: this action cannot be performed by the FHWA) TxDOT TxDOT MaineDOT MaineDOT Equal Employment Opportunity (EEO) Contract Compliance Review Approval [23 CFR Part 230, Subpart D]). TxDOT TxDOT MaineDOT MaineDOT Training Special Provision – Approval of Project Goal for training slots or hours MaineDOT MaineDOT [23 CFR Part 230, Subpart A] TxDOT TxDOT Training Special Provision – FHWA FHWA Approval of New Project Training Programs (Note: this action cannot be assumed by TxDOTState) ▇▇▇▇ ▇▇▇▇ [▇▇ ▇▇▇ 23 CFR 230.111(d), (e)] FOOTNOTES: (1) TxDOT State is responsible for ensuring that all individual elements of the project are eligible. FHWA will check that the scope of the project as described in submitted project agreement is eligible for the category of funding sought. All final eligibility and participation determinations are retained by FHWA. (2) TxDOTIf there is a 23 U.S.C. 326 or 325 assignment or PCE agreement, decisions are handled in accordance with those assignments or agreements. (3) State’s process and modifications to, or variation in process, require FHWA approval. (34) Unusual/Complex bridges and structures are those that the Division determines to have unique foundation problems, new or complex designs, exceptionally long spans, exceptionally large foundations, complex hydrologic (including climate change and extreme weather events) aspects, complex hydraulic elements or scour related elements, or that are designed with procedures that depart from currently recognized acceptable practices (i.e., cable-stay, suspension, arch, segmental concrete, moveable, truss, tunnels, or complex geotechnical walls or ground improvement systems) (4) FHWA retained actions that could have been assumed by TxDOT. Projects requiring these actions are PoDI projects and will be governed by a separate plan. The following matrix is a list of program actions. The matrix identifies the Division Responsible Program Office as well as the primary point of contact or the approving official. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Appropriations, Allotments, Obligations 31 USC 1341(a)(1)(A) )& (B); 31 USC 1517(a); 23 USC 118(b); , 23 USC 121 As needed Not Applicable Office of Chief Financial Officer Director Finance Bureau of Finance and Administration Chief Financial Officer TxDOT State will monitor appropriations, allotments and obligations to ensure that all funding is used efficiently within each quarter and use all Obligation Authority (OA) by the end of the year. Approval of Indirect Cost Allocation Plans (ICAPs) 2 C.F.R Subpart Part 200, Subpart E;ASMBC-10 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT Not Applicable The State will certify that the ICAP was prepared in accordance with 2 CFR 200 Subpart E. 1 All actions taken on or after December 26, 2014, shall be governed by the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part 200. Part 200 of 2 CFR supersedes 49 CFR Parts 18 and 19, and requirements from OMB Circulars ▇-▇▇, ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇ (which have been placed in OMB guidances); Circulars ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇; and the guidance in Circular A-50 on Single Audit Act follow-up. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks E. FIRE Program Activities FHWA Order 4560.1B 4560.1C (or as superseded) Ongoing Office of Chief Financial Officer Director Finance Bureau of Finance and Administration Chief Financial Officer TxDOT State will continue to provide oversight and conduct reviews to ensure Federal-aid compliance. FHWA will review and monitor. TxDOT State responsibilities include multiple tasks in support of risk assessments, conducting reviews and implementation of recommendations. Activity Authority Frequency Due Date FHWA HQ Program Office FHWA State DOT Responsible Program Office Remarks Audit Coordination/FHWA Financial Statement Audit/State External Audit Reviews/State Internal Audit Reviews FMFIA, 2 C.F.R Part 200, Subpart F; ; GAAP, CFO Act of 1990; DOT Order 8000.1C As needed Not Applicable Office of Chief Financial Officer Director Finance Bureau of Finance and Administration Chief Financial Officer TxDOT State assures corrective action is taken to resolve audit findings and FHWA will monitor activities to ensure implementation. Improper Payments Review Improper Payments Information Act of Annually Office of Chief Financial Officer Finance Bureau of Finance and Administration State will provide all information necessary to document sampled payments and FHWA offices will review and complete appropriate data submittal forms. 2002, PL 107-300, Improper Payments Elimination and Recovery Act of 2010, PL 111-204, Improper Payments Elimination and Recovery Improvement Act of 2012, PL 112-248 Annually Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will provide all information necessary to document sampled payments and FHWA offices will review and complete appropriate data submittal forms. Transfer of Funds between programs or to other FHWA offices or agencies as requested by State 23 USC 126; , 23 USC 132, and FHWA Order 4551.1 As needed Not Applicable Office of Chief Financial Officer Director Finance Bureau of Finance and Administration Chief Financial Officer TxDOT State will submit requests for transfer and FHWA approves and processes the funding transfers between programs, to other States, to other agencies, and to FHWA HQ, Federal Lands, or Research offices. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Reviews of State 23 USC 106(g)(2)(A) Annually Not Applicable Office of Chief Financial Officer Director Finance Bureau of Finance and Administration Chief Financial Officer 23 USC 106(g)(2)(A) states that the Secretary shall perform annual reviews that address Transportation Departments Financial Management Systems - Financial Integrity elements of the State transportation departments’ financial management systems that affect projects approved under subsection (a). Activity Authority Frequency Due Date FHWA HQ Program Office FHWA Division Responsible Program Office State DOT Responsible Program Office Remarks Review Adequacy of Sub- recipient Project Delivery Systems and Sufficient Accounting Controls to Manage Federal Funds 23 USC 106(g)(4)(A)(i) As needed Not Applicable Office of Chief Financial Officer Director Finance Bureau of Finance and Administration Chief Financial Officer Periodic Reviews of States Monitoring of sub- recipients States 23 USC 106(g)(4)(B) As needed Not Applicable Office of Infrastructure District Engineer Chief Engineer Engineering Team Bureau of Project Development Approval of Increased Federal Share Agreement (Sliding Scale) 23 USC 120(b)(2) As determined by the Federal Share Agreement Not Applicable Office of Chief Financial Officer Director Finance Bureau of Finance and Administration Chief Financial OffA State must enter into an agreement with FHWA for use of the increased Federal share allowable under this section, which must be reviewed and updated periodically as agreed to in the agreement. States must demonstrate that they are in compliance with the statute and the agreement. Prepare / Review Title VI Plan Accomplishments and Next Year's Goals 23 CFR 200.9(b)(10) Annually 1-Oct Office of Civil Rights Civil Rights Civil Rights Office Division office reviews and comments. Prepare / EEO Contractor Compliance Plan accomplishments and next year's goals 23 CFR 230, Subpart C, Appendix A, Part I, III Annually 1-Oct Office of Civil Rights Civil Rights Civil Rights Office Division office reviews and comments. Prepare / Review State Internal EEO Affirmative Action Plan (Title VII) Accomplishments and Goals 23 CFR 230.311 Annually 1-Oct Office of Civil Rights Civil Rights Human Resources Courtesy copy to HQ. Review DBE Program Revisions 49 CFR 26.21(b)(2) As needed Not Applicable Office of Civil Rights Civil Rights Civil Rights Office Division

AND AMENDMENTS. A. This S&O Agreement will take effect as of the effective date of the signature of the FHWA Texas New York Division Administrator, who shall sign this S&O Agreement last. B. The Division and TxDOT State DOT agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: • Significant new legislation, Executive orders, or other initiatives affecting the relationship or responsibilities of one or both parties to the S&O Agreement occurs; • Leadership, or leadership direction, changes at TxDOT the State DOT or FHWA; or • Priorities shift as a result of audits, public perception, or changes in staffing at either TxDOT the State DOT or Division Office. C. The Division and TxDOT State DOT agree that changes may occur to the contents of the Attachments to this S&O Agreement and documents incorporated by reference into the S&O Agreement. Except as provided in paragraph XII.DXII.D and E, and E changes to the Attachments and documents incorporated by reference will not require the Division and TxDOT State DOT to amend this S&O Agreement. The effective date of any revisions to one of these documents shall be clearly visible in the header of the revised document. This Agreement and any revisions to its attachments revised document shall be posted on the Division’s Stewardship and Oversight S&O Agreement internet site within five (5) business days of the effective date. D. Any changes to the high risk categories must be documented by an amendment to this S&O Agreement. E. Any changes to the Project Action Responsibility Matrix (Attachment A) must be approved by the FHWA Office of Infrastructure in writing and documented by an amendment to this S&O Agreement. REMAINDER OF PAGE ▇▇▇▇ LEFT BLACK BLANK INTENTIONALLY EXECUTION BY THE FHWA NEW YORK DIVISION OFFICE Executed this 15 day of June_, 2015 . Signature EXECUTION BY THE NEW YORK STATE DEPARTMENT OF TRANSPORTATION Executed this 15 day of June , 2015. Signature Attachment A‌ The following matrix identifies Federal-aid highway program (FAHP) project approvals and related responsibilities on a program-wide basis. The matrix specifies which actions are assumed by the State under the provisions of 23 U.S.C. 106(c) or other statutory or regulatory authority, as well as those which are reserved to FHWA. Projects classified as PoDI projects are not covered by the matrix, as those projects will be governed by a separate PoDI plan that specifies FHWA and State responsibilities for the projectproject (see Attachment C). TxDOT In the matrix, actions marked with an asterisk (“FHWA*”) are those that FHWA has retained but that could have been assumed by the State through FHWA discretion (on the NHS) or by right (off the NHS). Projects requiring those actions are PoDI projects because of FHWA’s retained authority. Those projects will be governed by a separate PoDI Plan. The State DOT is responsible for ensuring all individual elements of the project are eligible for FAHP funding, but all final eligibility and participation determinations are retained by FHWA. Ensure project in Statewide Transportation Improvement Program (STIP)/Transportation Improvement Program (TIP) TxDOT TxDOT STATE STATE Identify proposed funding category TxDOT(1STATE(1) TxDOT(1STATE(1) Obligate funds/approve Federal- aid project agreement, modifications, and project closures (project authorizations) (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Authorize current ▇▇▇▇ bill (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Review and Accept Financial Plan and Annual Updates for Federal Major Projects over $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Review Cost Estimates for Federal Major Projects over $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot FHWA FHWA be assumed by TxDOTState) FHWA FHWA Develop Financial Plan for Federal Projects between $100 million and $500 million. [23 U.S.C. 106(i)] TxDOT TxDOT STATE STATE All EA/FONSI, EIS/ROD▇▇▇/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations excluded from FHWA-TX 327 NEPA Assignment MOUregulations. FHWA FHWA All EA/FONSI, EIS/ROD, 4(f), 106, 6(f(Note: this action cannot be assumed by STATE except under 23 U.S.C. 327) and other approval actions required by Federal environmental laws and regulations included in the FHWA-TX 327 NEPA Assignment MOU. TxDOT TxDOT FHWA(2) FHWA(2) Categorical Exclusion approval actions excluded from FHWA- TX 327 NEPA Assignment MOU FHWA FHWA Categorical Exclusion approval actions included in (Note this action cannot be assumed by the FHWA- TX 327 NEPA Assignment MOU TxDOT TxDOT State except through an assignment under 23 U.S.C. 326 or 327, or through a programmatic agreement pursuant to Section 1318(d) of MAP-21 and 23 CFR 771.117(g))) FHWA(2) FHWA(2) Consultant Contract Selection TxDOT(2STATE (3) TxDOT(2STATE (3) Sole source Consultant Contract Selection TxDOT(2STATE (3) TxDOT(2STATE (3) Approve hiring of consultant to serve in a “management” role (Note: this action cannot be assumed by TxDOTState) [23 CFR 172.9] FHWA FHWA Approve consultant agreements and agreement revisions (Federal non-Major Projects) [23 CFR 172.9] TxDOT TxDOT STATE STATE Approve consultant agreements and agreement revisions on Federal Major Projects [23 CFR 172.9] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve exceptions to design standards and grant Design ▇▇▇▇▇▇▇▇ [23 CFR ▇▇ ▇▇▇ 625.3(f)] FHWA TxDOT for Interstate (4) or for Non-Interstate TxDOT STATE STATE Interstate System Access Change [23 USC 111] (Note: this action cannot be assumed by TxDOTState) FHWA N/A Interstate System Access Justification Report [23 USC 111] (Note: action may be assumed by State pursuant to 23 USC 111(e)) FHWA(4) FHWA N/A Airport highway clearance coordination and respective public interest finding (if required) [23 CFR 620.104] TxDOT TxDOT STATE STATE Approve Project Management FHWA FHWA Plan for Federal Major Projects over $500 million [23 USC 106(h)] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve innovative and Public- Private Partnership projects in accordance with SEP-14 and SEP- 15 (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Provide pre-approval for preventive maintenance project (until FHWA concurs with FHWA FHWA STATE procedures) (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Provide approval of preliminary plans for unusual/complex bridges or structures(3) structures on the Interstate. [23 USC 109(a) and FHWA Policy] FHWA (4) N/A Provide approval of preliminary plans for unusual/complex bridges or structures(3) structures (non-Interstate). [23 USC 109(a) and FHWA Policy] TxDOT TxDOT FHWA STATE Approve retaining right-of-way encroachments [23 CFR 1.23 (b) & (c)] TxDOT TxDOT STATE STATE Approve use of local force account agreements [23 CFR 635.104 & 204] TxDOT TxDOT STATE STATE Approve use of publicly owned equipment [23 CFR 635.106] TxDOT TxDOT STATE STATE Approve the use of proprietary products, processes [23 CFR 635.411] TxDOT TxDOT STATE STATE Concur in use of publicly furnished materials [23 CFR 635.407] TxDOT TxDOT STATE STATE Make feasibility/practicability determination for allowing authorization of construction prior to completion of ROW clearance, utility and railroad work [23 CFR 635.309(b)] TxDOT TxDOT STATE (6) STATE (6) Make public interest finding on whether TxDOT State may proceed with bid advertisement even FHWA for Interstate or TxDOT for Non-Interstate TxDOT though ROW acquisition/relocation activities are not complete for some parcels [23 CFR 635.309(c)(3)] FHWA for Interstate STATE for Non-Interstate (6) STATE (6) Ensure compliant ROW certificate is in ▇▇▇▇▇ place [▇▇ ▇▇▇ 23 CFR 635.309(c)] TxDOT TxDOT STATE (6) STATE (6) Approve Hardship and Protective FHWA FHWA ▇▇▇▇▇▇ [▇▇ ▇▇▇ 710.503] (If a Federal-aid project) (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve Interstate Real Property Interest Use Agreements [23 CFR 710.405] (Note: this action cannot be assumed by TxDOTState) FHWA N/A Approve non-highway use and ▇▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 1.23(c)] FHWA for Interstate or TxDOT STATE for Non-Interstate (23) TxDOT(2STATE (3) Approve disposal at less than fair market value of federally funded right-of-way, including disposals of access control [23 U.S.C. 156 and156] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve disposal at fair market value of federally funded right-of- way, including disposals of access control [23 CFR 710.409] (Note: 23 CFR 710.201 authorizes FHWA and STATE to agree to scope of property-related oversight and approvals for all actions except those on the Interstate System) FHWA for Interstate or TxDOT STATE for Non-Interstate (23) TxDOT(2STATE (3) Requests for credits toward the non-Federal share of construction costs for early acquisitions, donations or other contributions applied to a project (note: this action cannot be assumed by TxDOTState) FHWA FHWA Federal land transfers [23 CFR 710, Subpart F] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Functional replacement of property [23 CFR 710.509] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Accept Transportation Management Plans (23 CFR 630.1012(b)) TxDOT TxDOT STATE STATE Approval of System Engineering Analysis (for ITS) [23 CFR 940.11] TxDOT TxDOT Approve FHWA STATE ▇▇▇▇▇▇▇ ▇▇&▇ [▇▇ ▇▇▇ 630.201] TxDOT TxDOT STATE STATE Authorize advance construction and conversions [23 CFR 630.703 & 709] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve utility or railroad force account work [23 CFR 645.113 & 646.216] TxDOT TxDOT STATE STATE Approve utility and railroad agreements [23 CFR 645.113 & 646.216] TxDOT TxDOT STATE STATE Approve use of consultants by utility companies [23 CFR 645.109(b)] TxDOT TxDOT STATE STATE Approve exceptions to maximum railroad protective insurance TxDOT TxDOT limits [23 CFR 646.111] STATE STATE Authorize (approve) advertising for ▇▇▇▇ [▇▇ ▇▇▇ 635.112, 309] TxDOT TxDOT STATE STATE Approve cost-effectiveness determinations for construction work performed by force account or by contract awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT FHWA(5) STATE Approve emergency determinations for contracts awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT FHWA STATE Approve construction engineering by local agency [23 CFR 635.105] TxDOT TxDOT STATE STATE Approve advertising period less than 3 weeks [23 CFR 635.112] TxDOT TxDOT STATE STATE Approve addenda during advertising period [23 CFR 635.112] TxDOT TxDOT FHWA or STATE, whichever approved PS&E (5) STATE (5) Concur in award of ▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.114] TxDOT TxDOT STATE STATE Concur in rejection of all ▇▇▇▇ [23 CFR ▇▇ ▇▇▇ 635.114] all bids TxDOT TxDOT FHWA STATE Approval of Design-Build Requests-for-Proposals and ▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.112] TxDOT TxDOT STATE STATE Approve changes and extra work [23 CFR 635.120] TxDOT TxDOT STATE STATE Approve contract time extensions [23 CFR 635.120] extensions TxDOT TxDOT STATE STATE Concur in use of mandatory borrow/disposal sites [23 CFR 635.407] TxDOT TxDOT FHWA STATE Accept materials certification [23 CFR 637.207] TxDOT TxDOT STATE STATE Concur in settlement of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ contract claims [▇▇ ▇▇▇ 23 CFR 635.124] TxDOT TxDOT STATE STATE Concur in termination of construction contracts [23 CFR 635.125] TxDOT TxDOT FHWA STATE Waive Buy America provisions [23 CFR 635.410] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Final inspection/acceptance of completed work [23 USC 114(a)] TxDOT TxDOT STATE STATE Approval of Disadvantaged Business Enterprise (DBE) Project Contract Goal set by the State DOT under 49 CFR 26.51(d). [49 CFR 26.51(e)(3)] TxDOT TxDOT STATE STATE Acceptance of Bidder▇▇▇▇▇▇’s Good Faith Efforts to Meet Contract ▇▇▇▇ [▇▇ ▇▇▇ 26.53] or of Prime Contractor’s Good Faith Efforts to Find Another DBE Subcontractor When a DBE Subcontractor is Terminated or Fails to Complete Its Work [49 CFR 26.53(g)] (Note: this action cannot be performed by the FHWA) TxDOT TxDOT STATE STATE Equal Employment Opportunity (EEO) Contract Compliance Review Approval [23 CFR Part 230▇▇▇ ▇▇▇▇ ▇▇▇, Subpart D▇▇▇▇▇▇▇ ▇]). TxDOT TxDOT ▇▇▇▇▇ ▇▇▇▇▇ Training Special Provision – Approval of Project Goal for training slots or hours [23 CFR Part 230, Subpart A] TxDOT TxDOT STATE STATE Training Special Provision – Approval of New Project Training Programs (Note: this action cannot be assumed by TxDOTState) ▇▇▇▇ ▇▇▇▇ [▇▇ ▇▇▇ 23 CFR 230.111(d), (e)] FOOTNOTES:FHWA FHWA (1) TxDOT State is responsible for ensuring that all individual elements of the project are eligible. FHWA will check that the scope of the project as described in submitted project agreement is eligible for the category of funding sought. All final eligibility and participation determinations are retained by FHWA. (. 2) TxDOT’s process and modifications to, or variation in process, require FHWA approval. (3) Unusual/Complex bridges and structures are those that the Division determines to have unique foundation problems, new or complex designs, exceptionally long spans, exceptionally large foundations, complex hydrologic (including climate change and extreme weather events) aspects, complex hydraulic elements or scour related elements, or that are designed with procedures that depart from currently recognized acceptable practices (i.e., cable-stay, suspension, arch, segmental concrete, moveable, truss, tunnels, or complex geotechnical walls or ground improvement systems) (4) FHWA retained actions that could have been assumed by TxDOT. Projects requiring these actions are PoDI projects and will be governed by a separate plan. The following matrix If there is a list of program actions. The matrix identifies the Responsible Program Office as well as the primary point of contact 23 U.S.C. 326 or the approving official. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Appropriations325 assignment or PCE agreement, Allotments, Obligations 31 USC 1341(a)(1)(A) & (B); 31 USC 1517(a); 23 USC 118(b); 23 USC 121 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will monitor appropriations, allotments and obligations to ensure that all funding is used efficiently within each quarter and use all Obligation Authority (OA) by the end of the year. Approval of Indirect Cost Allocation Plans (ICAPs) 2 C.F.R Part 200, Subpart E;ASMBC-10 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will certify that the ICAP was prepared decisions are handled in accordance with 2 CFR 200 Subpart E. 1 All actions taken on those assignments or after December 26, 2014, shall be governed by the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part 200. Part 200 of 2 CFR supersedes 49 CFR Parts 18 and 19, and requirements from OMB Circulars ▇-▇▇, ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇ (which have been placed in OMB guidances); Circulars ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇; and the guidance in Circular A-50 on Single Audit Act follow-up. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks FIRE Program Activities FHWA Order 4560.1B (or as superseded) Ongoing Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will continue to provide oversight and conduct reviews to ensure Federal-aid compliance. FHWA will review and monitor. TxDOT responsibilities include multiple tasks in support of risk assessments, conducting reviews and implementation of recommendations. Audit Coordination/FHWA Financial Statement Audit/State External Audit Reviews/State Internal Audit Reviews FMFIA, 2 C.F.R Part 200, Subpart F; GAAP, CFO Act of 1990; DOT Order 8000.1C As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT assures corrective action is taken to resolve audit findings and FHWA will monitor activities to ensure implementation. Improper Payments Review Improper Payments Information Act of 2002, PL 107-300, Improper Payments Elimination and Recovery Act of 2010, PL 111-204, Improper Payments Elimination and Recovery Improvement Act of 2012, PL 112-248 Annually Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will provide all information necessary to document sampled payments and FHWA offices will review and complete appropriate data submittal forms. Transfer of Funds between programs or to other FHWA offices or agencies as requested by State 23 USC 126; 23 USC 132, and FHWA Order 4551.1 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will submit requests for transfer and FHWA approves and processes the funding transfers between programs, to other States, to other agencies, and to FHWA HQ, Federal Lands, or Research offices. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Reviews of State 23 USC 106(g)(2)(A) Annually Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer 23 USC 106(g)(2)(A) states that the Secretary shall perform annual reviews that address Transportation Departments Financial Management Systems - Financial Integrity elements of the State transportation departments’ financial management systems that affect projects approved under subsection (a). Review Adequacy of Sub- recipient Project Delivery Systems and Sufficient Accounting Controls to Manage Federal Funds 23 USC 106(g)(4)(A)(i) As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer Periodic Reviews of States Monitoring of sub- recipients 23 USC 106(g)(4)(B) As needed Not Applicable Office of Infrastructure District Engineer Chief Engineer Approval of Increased Federal Share Agreement (Sliding Scale) 23 USC 120(b)(2) As determined by the Federal Share Agreement Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Offagreements.

AND AMENDMENTS. A. This S&O Agreement will take effect as of the effective date of the signature of the FHWA Texas UTAH Division Administrator, who shall sign this S&O Agreement last. B. The Division and TxDOT State DOT agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: • Significant new New or changes in legislation, Executive orders, regulations, or other initiatives affecting the relationship or responsibilities of one or both parties to the S&O Agreement occurs; • Leadership, or leadership direction, changes at TxDOT the State DOT or FHWA; or • Priorities shift as a result of audits, public perception, or changes in staffing at either TxDOT the State DOT or Division Office. C. The Division and TxDOT State DOT agree that changes may occur to the contents of the Attachments to this S&O Agreement and documents incorporated by reference into the S&O Agreement. Except as provided in paragraph XII.DXII.D and E, and E changes to the Attachments and documents incorporated by reference will not require the Division and TxDOT State DOT to amend this S&O Agreement. The effective date of any revisions to one of these documents shall be clearly visible in the header of the revised document. This Agreement and any revisions to its attachments revised document shall be posted on the Division’s Stewardship and Oversight S&O Agreement internet site within five (5) business days of the effective date. D. Any changes to the high risk categories must be documented by an amendment to this S&O Agreement. E. Any changes to the Project Action Responsibility Matrix must be approved by the FHWA Office of Infrastructure in writing and documented by an amendment to this S&O Agreement. REMAINDER OF PAGE LEFT BLACK INTENTIONALLY Executed this 14th day of April , 2015. _/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Signature Executed this 8th day of April , 2015. The following matrix identifies Federal-aid highway program (FAHP) project approvals and related responsibilities on a programresponsibilities. The matrix specifies which ones are subject to State assumption under the provisions of 23 U.S.C. 106(c) or other statutory or regulatory authority, as well as those which are reserved to FHWA. The following matrix identifies Federal-wide basisaid highway program (FAHP) project approvals and related responsibilities. The matrix specifies which actions are assumed by the State under the provisions of 23 U.S.C. 106(c) or other statutory or regulatory authority, as well as those which are reserved to FHWA. Projects classified This matrix applies program wide; any revisions to project approval assumptions by the State, as PoDI projects are not covered by shown in the matrix, as those projects will be governed handled on a project by project basis. When a separate PoDI plan that specifies change in project approval assumptions in determined appropriate for a specific project, the project will be classified as a Project of Division Interest (PoDI) and the project approval assumptions will be documented in a project oversight plan. Except as expressly stated in notes to the matrix below, the State cannot assume any item marked only as “FHWA” in either column. Any item marked only “FHWA” is reserved to FHWA and because it is outside the scope of 23 U.S.C. 106(c), or otherwise is reserved to FHWA by law. The State responsibilities for the project. TxDOT DOT is responsible for ensuring all individual elements of the project are eligible for FAHP funding, but all final eligibility and participation determinations are retained by FHWA. While FHWA may not delegate decision-making authority to a State unless authorized by law, FHWA may authorize a State DOT to perform work needed to reach the decision point, or to implement the decision. Ensure project in Statewide Transportation Improvement Program (STIP)/Transportation Improvement Program (TIP) TxDOT TxDOT STATE STATE Identify proposed funding category TxDOT(1STATE(1) TxDOT(1STATE(1) Obligate funds/approve Federal- aid project agreement, modifications, and project closures (project authorizations) (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Authorize current ▇▇▇▇ (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Review and Accept Financial Plan and Annual Updates for Federal Major Projects over $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Review Cost Estimates for Federal Major Projects over $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot FHWA FHWA be assumed by TxDOTState) FHWA FHWA Develop Financial Plan for Federal Projects between $100 million and $500 million. [23 U.S.C. 106(i)] TxDOT TxDOT STATE STATE All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations excluded from FHWA-TX 327 NEPA Assignment MOUregulations. FHWA FHWA All EA/FONSI, EIS/ROD, 4(f), 106, 6(f(Note: this action cannot be assumed by STATE except under 23 U.S.C. 327) and other approval actions required by Federal environmental laws and regulations included in the FHWA-TX 327 NEPA Assignment MOU. TxDOT TxDOT FHWA(2) FHWA(2) Categorical Exclusion approval FHWA(2) FHWA(2) actions excluded from FHWA- TX 327 NEPA UDOT CE Assignment MOU FHWA FHWA Categorical Exclusion approval actions included in the FHWA- TX 327 NEPA UDOT CE Assignment MOU TxDOT TxDOT STATE STATE Consultant Contract Selection TxDOT(2STATE (3) TxDOT(2STATE (3) Sole source Consultant Contract Selection TxDOT(2STATE (3) TxDOT(2STATE (3) Approve hiring of consultant to serve in a “management” role (Note: this action cannot be assumed by TxDOTState) [23 CFR 172.9] FHWA FHWA Approve consultant agreements and agreement revisions (Federal non-Major Projects) [23 CFR 172.9] TxDOT TxDOT STATE STATE Approve consultant agreements and agreement revisions on Federal Major Projects [23 CFR 172.9] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve exceptions to design standards [23 CFR 625.3(f)] FHWA TxDOT for Interstate (4) or for Non-Interstate TxDOT STATE STATE Interstate System Access Change [23 USC 111] (Note: this action cannot be assumed by TxDOTState) FHWA N/A Interstate System Access Justification Report [23 USC 111] (Note: action may be assumed by State pursuant to 23 USC 111(e)) FHWA(4) FHWA N/A Airport highway clearance coordination and respective public interest finding (if required) [23 CFR 620.104] TxDOT TxDOT STATE STATE Approve Project Management FHWA FHWA Plan for Federal Major Projects over $500 million [23 USC 106(h)] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve innovative and Public- Private Partnership projects in accordance with SEP-14 and SEP- 15 (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Provide pre-approval for preventive maintenance project (until FHWA concurs with FHWA FHWA STATE procedures) (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Provide approval of preliminary plans for unusual/complex bridges or structures(3) structures on the Interstate. [23 USC 109(a) and FHWA Policy] FHWA (4) N/A Provide approval of preliminary plans for unusual/complex bridges or structures(3) structures (non-Interstate). [23 USC 109(a) and FHWA Policy] TxDOT TxDOT STATE (4) STATE Approve retaining right-of-way encroachments [23 CFR 1.23 (b) & (c)] TxDOT TxDOT STATE STATE Approve use of local force account agreements [23 CFR 635.104 & 204] TxDOT TxDOT STATE STATE Approve use of publicly owned equipment [23 CFR 635.106] TxDOT TxDOT STATE STATE Approve the use of proprietary products, processes [23 CFR 635.411] TxDOT TxDOT STATE STATE Concur in use of publicly furnished materials [23 CFR 635.407] TxDOT TxDOT STATE STATE Make feasibility/practicability determination for allowing authorization of construction prior to completion of ROW clearance, utility and railroad work [23 CFR 635.309(b)] TxDOT TxDOT STATE STATE Make public interest finding on whether TxDOT State may proceed with bid advertisement even FHWA for Interstate or TxDOT for Non-Interstate TxDOT though ROW acquisition/relocation activities are not complete for some parcels [23 CFR 635.309(c)(3)] FHWA for Interstate STATE for Non-Interstate STATE Ensure compliant ROW certificate is in ▇▇▇▇▇ [▇▇ ▇▇▇ 635.309(c)] TxDOT TxDOT STATE STATE Approve Hardship and Protective FHWA FHWA ▇▇▇▇▇▇ [▇▇ ▇▇▇ 710.503] (If a Federal-aid project) (Note: this action cannot be assumed by TxDOTState) Approve Interstate Real Property Interest Use Agreements [23 CFR 710.405] (Note: this action cannot be assumed by TxDOTState) FHWA N/A Approve non-highway use and ▇▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 1.23(c)] FHWA for Interstate or TxDOT STATE for Non-Interstate (23) TxDOT(2STATE (3) Approve disposal at less than fair market value of federally funded right-of-way, including disposals of access control [23 U.S.C. 156 and156] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve disposal at fair market value of federally funded right-of- way, including disposals of access control [23 CFR 710.409] (Note: 23 CFR 710.201 authorizes FHWA and STATE to agree to scope of property-related oversight and approvals for all actions except those on the Interstate System) FHWA for Interstate or TxDOT STATE for Non-Interstate (23) TxDOT(2STATE (3) Requests for credits toward the non-Federal share of construction costs for early acquisitions, donations or other contributions applied to a project (note: this action cannot be assumed by TxDOTState) FHWA FHWA Federal land transfers [23 CFR 710, Subpart F] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Functional replacement of property [23 CFR 710.509] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Accept Transportation Management Plans (23 CFR 630.1012(b)) TxDOT TxDOT STATE STATE Approval of System Engineering Analysis (for ITS) [23 CFR 940.11] TxDOT TxDOT Approve ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇&▇ [▇▇ ▇▇▇ 630.201] TxDOT TxDOT STATE STATE Authorize advance construction and conversions [23 CFR 630.703 & 709] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve utility or railroad force account work [23 CFR 645.113 & 646.216] TxDOT TxDOT STATE STATE Approve utility and railroad agreements [23 CFR 645.113 & 646.216] TxDOT TxDOT STATE STATE Approve use of consultants by utility companies [23 CFR 645.109(b)] TxDOT TxDOT STATE STATE Approve exceptions to maximum railroad protective insurance TxDOT TxDOT limits [23 CFR 646.111] STATE STATE Authorize (approve) for bids advertising for ▇▇▇▇ STATE STATE [▇▇ ▇▇▇ 635.112, 309] TxDOT TxDOT Approve cost-effectiveness determinations for construction work performed by force account or by contract awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT STATE STATE Approve emergency determinations for contracts awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT STATE STATE Approve construction engineering by local agency [23 CFR 635.105] TxDOT TxDOT STATE STATE Approve advertising period less than 3 weeks [23 CFR 635.112] TxDOT TxDOT STATE STATE Approve addenda during advertising period [23 CFR 635.112] TxDOT TxDOT STATE STATE Concur in award of ▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.114] TxDOT TxDOT Concur in rejection of ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ [23 CFR ▇▇ ▇▇▇ 635.114] all bids TxDOT TxDOT STATE STATE Approval of Design-Build Requests-for-Proposals and ▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.112] TxDOT TxDOT STATE STATE Approve changes and extra work [23 CFR 635.120] TxDOT TxDOT STATE STATE Approve contract time extensions [23 CFR 635.120] extensions TxDOT TxDOT STATE STATE Concur in use of mandatory borrow/disposal sites [23 CFR 635.407] TxDOT TxDOT STATE STATE Accept materials certification [23 CFR 637.207] TxDOT TxDOT STATE STATE Concur in settlement of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ contract claims [23 CFR 635.124] STATE STATE Concur in termination of construction contracts STATE STATE [▇▇ ▇▇▇ 635.124] TxDOT TxDOT Concur in termination of construction contracts [23 CFR 635.125] TxDOT TxDOT Waive Buy America provisions [23 CFR 635.410] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Final inspection/acceptance of completed work [23 USC 114(a)] TxDOT TxDOT STATE STATE Approval of Disadvantaged STATE STATE Business Enterprise (DBE) Project Contract Goal set by the State DOT under 49 CFR 26.51(d). [49 CFR 26.51(e)(3)] TxDOT TxDOT Acceptance of Bidder’s Good Faith Efforts to Meet Contract ▇▇▇▇ [▇▇ ▇▇▇ 26.53] or of Prime Contractor’s Good Faith Efforts to Find Another DBE Subcontractor When a DBE Subcontractor is Terminated or Fails to Complete Its Work [49 CFR 26.53(g)] (Note: this action cannot be performed by the FHWA) TxDOT TxDOT STATE STATE Equal Employment Opportunity (EEO) Contract Compliance Review Approval [23 CFR Part 230▇▇▇ ▇▇▇▇ ▇▇▇, Subpart D▇▇▇▇▇▇▇ ▇]). TxDOT TxDOT ▇▇▇▇▇ ▇▇▇▇▇ Training Special Provision – Approval of Project Goal for training slots or hours [23 CFR Part 230, Subpart A] TxDOT TxDOT STATE STATE Training Special Provision – Approval of New Project Training Programs (Note: this action cannot be assumed by TxDOTState) ▇▇▇▇ ▇▇▇▇ [▇▇ ▇▇▇ 23 CFR 230.111(d), (e)] FOOTNOTES:FHWA FHWA (1) TxDOT State is responsible for ensuring that all individual elements of the project are eligible. FHWA will check that the scope of the project as described in submitted project agreement is eligible for the category of funding sought. All final eligibility and participation determinations are retained by FHWA. (2) TxDOTIf there is a 23 U.S.C. 326 or 325 assignment or PCE agreement, decisions are handled in accordance with those assignments or agreements. (3) State’s process and modifications to, or variation in process, require FHWA approval. (34) Unusual/Complex bridges and structures are those that the Division determines to have unique foundation problems, new or complex designs, exceptionally long spans, exceptionally large foundations, complex hydrologic (including climate change and extreme weather events) aspects, complex hydraulic elements or scour related elements, or that are designed with procedures that depart from currently recognized acceptable practices (i.e., cable-stay, suspension, arch, segmental concrete, moveable, truss, tunnels, or complex geotechnical walls or ground improvement systems) (4) FHWA retained actions that could have been assumed by TxDOT. Projects requiring these actions are PoDI projects and will be governed by a separate plan. The following matrix is a list of program actions. The matrix identifies the Division Responsible Program Office as well as the primary point of contact or the approving official. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Appropriations, Allotments, Obligations 31 USC 1341(a)(1)(A) )& (B); 31 USC 1517(a); 23 USC 118(b); , 23 USC 121 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT Comptroller State will monitor appropriations, allotments and obligations to ensure that all funding is used efficiently within each quarter and use all Obligation Authority (OA) by the end of the year. Approval of Indirect Cost Allocation Plans (ICAPs) 2 C.F.R Part 200, Subpart E;ASMBC-10 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT Comptroller The State will certify that the ICAP was prepared in accordance with 2 CFR 200 Subpart E. 1 All actions taken on or after December 26, 2014, shall be governed by the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part 200. Part 200 of 2 CFR supersedes 49 CFR Parts 18 and 19, and requirements from OMB Circulars ▇-▇▇, ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇ (which have been placed in OMB guidances); Circulars ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇; and the guidance in Circular A-50 on Single Audit Act follow-up. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks E. FIRE Program Activities FHWA Order 4560.1B 4560.1C (or as superseded) Ongoing Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT Comptroller State will continue to provide oversight and conduct reviews to ensure Federal-aid compliance. FHWA will review and monitor. TxDOT State responsibilities include multiple tasks in support of risk assessments, conducting reviews and implementation of recommendations. Audit Coordination/FHWA Financial Statement Audit/State External Audit Reviews/State Internal Audit Reviews FMFIA, 2 C.F.R Part 200, Subpart F; ; GAAP, CFO Act of 1990; DOT Order 8000.1C As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT Comptroller State assures corrective action is taken to resolve audit findings and FHWA will monitor activities to ensure implementation. Activity Authority Frequency Due Date FHWA HQ Program Office FHWA State DOT Responsible Program Office Remarks Division Responsible Program Office Improper Payments Review Improper Payments Information Act of Annually Office of Chief Financial Officer Finance Comptroller State will provide all information necessary to document sampled payments and FHWA offices will review and complete appropriate data submittal forms. 2002, PL 107-300, Improper Payments Elimination and Recovery Act of 2010, PL 111-204, Improper Payments Elimination and Recovery Improvement Act of 2012, PL 112-248 Annually Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will provide all information necessary to document sampled payments and FHWA offices will review and complete appropriate data submittal forms. Transfer of Funds between programs or to other FHWA offices or agencies as requested by State 23 USC 126; , 23 USC 132, and FHWA Order 4551.1 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT Comptroller State will submit requests for transfer and FHWA approves and processes the funding transfers between programs, to other States, to other agencies, and to FHWA HQ, Federal Lands, or Research offices. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Reviews of State 23 USC 106(g)(2)(A) Annually Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer Comptroller 23 USC 106(g)(2)(A) states that the Secretary shall perform annual reviews that address Transportation Departments Financial Management Systems - Financial Integrity elements of the State transportation departments’ financial management systems that affect projects approved under subsection (a). Review Adequacy of Sub- recipient Project Delivery Systems and Sufficient Accounting Controls to Manage Federal Funds 23 USC 106(g)(4)(A)(i) As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer Comptroller Periodic Reviews of States Monitoring of sub- recipients 23 USC 106(g)(4)(B) As needed Not Applicable Office of Infrastructure District Engineer Chief Engineer Finance Comptroller Activity Authority Frequency Due Date FHWA HQ Program Office FHWA State DOT Responsible Program Office Remarks Division Responsible Program Office Approval of Increased Federal Share Agreement (Sliding Scale) 23 USC 120(b)(2) As determined by the Federal Share Agreement Not Applicable Office of Chief Financial Officer Director Finance Comptroller A State must enter into an agreement with FHWA for use of the increased Federal share allowable under this demonstrate that they are in compliance with the statute and Administration Chief Financial Offthe agreement. Prepare / Review Title VI Plan Accomplishments and Next Year's Goals 23 CFR 200.9(b)(10) Annually 1-Oct Office of Civil Rights Program Development Project Development Division office reviews and comments. Prepare / EEO Cont

AND AMENDMENTS. A. This S&O Agreement will take effect as of the effective date of the signature of the FHWA Texas North Carolina Division Administrator, who shall sign this S&O Agreement last. B. The Division and TxDOT NCDOT agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: •  Significant new legislation, Executive orders, or other initiatives affecting the relationship or responsibilities of one or both parties to the S&O Agreement occurs; •  Leadership, or leadership direction, changes at TxDOT NCDOT or FHWA; or •  Priorities shift as a result of audits, public perception, or changes in staffing change at either TxDOT NCDOT or Division Office. C. The Division and TxDOT NCDOT agree that changes may occur to the contents of the Attachments to this S&O Agreement and documents incorporated by reference into the S&O Agreement. Except as provided in paragraph XII.DXII.D and E, and E changes to the Attachments attachments and documents incorporated by reference will not require the Division and TxDOT NCDOT to amend this S&O Agreement. The effective date of any revisions to one of these documents shall be clearly visible in the header of the revised document. This Agreement and any revisions changes to its attachments Attachment A shall be posted on the Division’s Stewardship and Oversight S&O Agreement internet site within five (5) business days of the effective date. D. Any changes to the high risk categories must be documented by an amendment to this S&O Agreement. E. Any changes to the Project Action Responsibility Matrix must be approved by the FHWA Office of Infrastructure in writing and documented by an amendment to this S&O Agreement. REMAINDER OF PAGE LEFT BLACK BLANK INTENTIONALLY The following matrix identifies FederalExecuted this 12 day of May_ , 2017. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III Division Administrator Executed this 12th day of May , 2017. Secretary ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ North Carolina Department of Transportation June 2, 2015 Original S&O Agreement January 15, 2016 S&O Agreement re-aid highway program (FAHP) project approvals and related responsibilities on a programsigned with signature of new NCDOT Secretary. May 12, 2017 S&O Agreement re-wide basissigned with signature of new NCDOT Secretary. The matrix specifies which actions are assumed by the State under the provisions of 23 U.S.C. 106(c) or other statutory or regulatory authority, as well as those which are reserved to FHWA. Projects classified as PoDI projects are not covered by the matrix, as those projects will be governed by a separate PoDI plan that specifies FHWA and State responsibilities for the project. TxDOT NCDOT is responsible for ensuring all individual elements of the project are eligible for FAHP funding, but all final eligibility and participation determinations are retained by FHWA. Ensure project in Statewide Transportation Improvement Program (STIP)/Transportation Improvement Program (TIP) TxDOT TxDOT STATE STATE Identify proposed funding category TxDOT(1STATE(1) TxDOT(1STATE(1) Obligate funds/approve Federal- aid project agreement, modifications, and project closures (project authorizations) (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Authorize current ▇▇▇▇ (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Review and Accept Financial Plan and Annual Updates for Federal Major Projects over $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Review Cost Estimates for Federal Major Projects over $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot FHWA FHWA be assumed by TxDOTFHWA FHWA State) Develop Financial Plan for Federal Projects between $100 million and $500 million. [23 U.S.C. 106(i)] TxDOT TxDOT STATE STATE All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations excluded from FHWA-TX 327 NEPA Assignment MOUregulations. (Note: this action cannot be assumed by STATE except under 23 U.S.C. 327) FHWA (2) FHWA All EA/FONSI, EIS/ROD, 4(f), 106, 6(f(2) and other approval actions required by Federal environmental laws and regulations included in the FHWA-TX 327 NEPA Assignment MOU. TxDOT TxDOT Categorical Exclusion approval actions excluded from FHWA- TX 327 NEPA Assignment MOU (Note this action cannot be assumed by the State except through an assignment under 23 U.S.C. 326 or 327, or through a programmatic agreement pursuant to Section 1318(d) of MAP-21 and 23 CFR 771.117(g)) FHWA (2) FHWA Categorical Exclusion approval actions included in the FHWA- TX 327 NEPA Assignment MOU TxDOT TxDOT (2) Consultant Contract Selection TxDOT(2STATE (3) TxDOT(2STATE (3) Sole source Consultant Contract Selection TxDOT(2STATE (3) TxDOT(2STATE (3) Approve hiring of consultant to serve in a “management” role (Note: this action cannot be assumed by TxDOTState) [23 CFR 172.9] FHWA FHWA Approve consultant agreements and agreement revisions (Federal non-Major Projects) [23 CFR 172.9] TxDOT TxDOT STATE STATE Approve consultant agreements and agreement revisions on Federal Major Projects [23 CFR 172.9] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve exceptions to design standards [23 CFR 625.3(f)] FHWA TxDOT for Interstate STATE STATE (45) or for Non-Interstate TxDOT Interstate System Access Change [23 USC 111] (Note: this action cannot be assumed by TxDOTState) FHWA N/A Interstate System Access Justification Report [23 USC 111] (Note: action may be assumed by State pursuant to 23 USC 111(e)) FHWA(4) FHWA N/A Airport highway clearance coordination and respective public interest finding (if required) [23 CFR 620.104] TxDOT TxDOT STATE STATE Approve Project Management FHWA FHWA Plan for Federal Major Projects over $500 million [23 USC 106(h)] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve innovative and Public- Private Partnership projects in accordance with SEP-14 and SEP- 15 (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Provide pre-approval for preventive maintenance project (until FHWA concurs with FHWA FHWA STATE procedures) (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Provide approval of preliminary plans for unusual/complex bridges or structures(3) structures on the Interstate. [23 USC 109(a) and FHWA Policy] FHWA (4) N/A Provide approval of preliminary plans for unusual/complex bridges or structures(3) structures (non-Interstate). [23 USC 109(a) and FHWA Policy] TxDOT TxDOT Approve retaining right-of-way encroachments [23 CFR 1.23 STATE (b4) & (c)] TxDOT TxDOT Approve use of local force account agreements [23 CFR 635.104 & 204] TxDOT TxDOT Approve use of publicly owned equipment [23 CFR 635.106] TxDOT TxDOT Approve the use of proprietary products, processes [23 CFR 635.411] TxDOT TxDOT Concur in use of publicly furnished materials [23 CFR 635.407] TxDOT TxDOT STATE Make feasibility/practicability determination for allowing authorization of construction prior to completion of ROW Right-of-Way clearance, utility and railroad work STATE STATE work. [23 CFR 635.309(b)] TxDOT TxDOT Make public interest finding on whether TxDOT State may proceed with bid advertisement even FHWA for Interstate or TxDOT for Nonthough Right-Interstate TxDOT though ROW of-Way acquisition/relocation activities are not complete for some parcels [23 CFR 635.309(c)(3)] FHWA for Interstate STATE for Non-Interstate STATE Ensure compliant ROW Right-of-Way certificate is in ▇▇▇▇▇ [▇▇ ▇▇▇ 635.309(c)] TxDOT TxDOT STATE STATE Approve Hardship and Protective FHWA FHWA ▇▇▇▇▇▇ [▇▇ ▇▇▇ 710.503] (If a Federal-aid project) (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve Interstate Real Property Interest Use Agreements [23 CFR 710.405] (Note: this action cannot be assumed by TxDOTState) FHWA N/A Approve non-highway use and ▇▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 1.23(c)] FHWA for Interstate or TxDOT STATE for Non-Interstate (23) TxDOT(2STATE (3) Approve disposal at less than fair market value of federally funded right-of-wayreal property, including disposals of access control [23 U.S.C. 156 and156] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve disposal at fair market value of federally funded right-of- wayreal property, including disposals of access control [23 CFR 710.409] (Note: 23 CFR 710.201 authorizes FHWA and STATE to agree to scope of property-related oversight and approvals for all actions except those on the Interstate System) FHWA for Interstate or TxDOT STATE for Non-Interstate (23) TxDOT(2STATE (3) Requests for credits toward the non-Federal share of construction costs for early acquisitions, donations or other contributions applied to a project (note: this action cannot be assumed by TxDOTState) FHWA FHWA Federal land transfers [23 CFR 710, Subpart F] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Functional replacement of property [23 CFR 710.509] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Accept Transportation Management Plans (23 CFR 630.1012(b)) TxDOT TxDOT STATE STATE Approval of System Engineering Analysis (for ITS) [23 CFR 940.11] TxDOT TxDOT Approve ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇&▇ [▇▇ ▇▇▇ 630.201] TxDOT TxDOT STATE STATE Authorize advance construction and conversions [23 CFR 630.703 & 709] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve utility or railroad force account work [23 CFR 645.113 & 646.216] TxDOT TxDOT STATE STATE Approve utility and railroad agreements [23 CFR 645.113 & 646.216] TxDOT TxDOT STATE STATE Approve use of consultants by utility and railroad companies [23 CFR 645.109(b) & 646.216(b)] TxDOT TxDOT STATE STATE Approve exceptions to maximum railroad protective insurance TxDOT TxDOT limits [23 CFR 646.111] STATE STATE Authorize (approve) advertising for ▇▇▇▇ bids. [▇▇ ▇▇▇ 23 CFR 635.112, 309] TxDOT TxDOT STATE STATE Approve cost-effectiveness determinations for construction work performed by force account or by contract awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT STATE STATE Approve use of local force account agreements [23 CFR 635.104 & 204] STATE STATE Approve use of publicly owned equipment [23 CFR 635.411] STATE STATE Approve the use of proprietary products, processes [23 CFR 635.411] STATE STATE Concur in use of publicly furnished materials [23 CFR 635.407] STATE STATE Approve emergency determinations for contracts awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT STATE STATE Approve construction engineering by local agency [23 CFR 635.105] TxDOT TxDOT STATE STATE Approve advertising period less than 3 weeks [23 CFR 635.112] TxDOT TxDOT FHWA FHWA Approve addenda during advertising period [23 CFR 635.112] TxDOT TxDOT STATE STATE Concur in award of ▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.114] TxDOT TxDOT STATE STATE Concur in rejection of all ▇▇▇▇ [23 CFR ▇▇ ▇▇▇ 635.114] all bids TxDOT TxDOT STATE STATE Approval of Design-Build Requests-for-Proposals and ▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.112] TxDOT TxDOT STATE STATE Approve changes and extra work [23 CFR 635.120] TxDOT TxDOT STATE STATE Approve contract time [23 CFR 635.120] extensions TxDOT TxDOT STATE STATE Concur in use of mandatory borrow/disposal sites [23 CFR 635.407] TxDOT TxDOT STATE STATE Accept materials certification [23 CFR 637.207] TxDOT TxDOT STATE N/A Concur in settlement of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.124] TxDOT TxDOT STATE STATE Concur in termination of construction contracts [23 CFR 635.125] TxDOT TxDOT STATE STATE Waive Buy America provisions [23 CFR 635.410] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Final inspection/acceptance of completed work [23 USC 114(a)] TxDOT TxDOT STATE STATE Approval of Disadvantaged Business Enterprise (DBE) Project Contract Goal set by the State DOT under 49 CFR 26.51(d). [49 CFR 26.51(e)(3)] TxDOT TxDOT STATE STATE Acceptance of Bidder’s Good Faith Efforts to Meet Contract ▇▇▇▇ [▇▇ ▇▇▇ 26.53] or of Prime Contractor’s Good Faith Efforts to Find Another DBE Subcontractor When a DBE Subcontractor is Terminated or Fails to Complete Its Work [49 CFR 26.53(g)] (Note: this action cannot be performed by the FHWA) TxDOT TxDOT STATE STATE Equal Employment Opportunity (EEOEO) Contract Compliance Review Approval [23 CFR Part 230▇▇▇ ▇▇▇▇ ▇▇▇, Subpart D▇▇▇▇▇▇▇ ▇]). TxDOT TxDOT ▇▇▇▇▇ ▇▇▇▇▇ Training Special Provision – STATE STATE Approval of Project Goal for training slots or hours [23 CFR Part 230, Subpart A] TxDOT TxDOT Training Special Provision – FHWA FHWA Approval of New Project Training Programs (Note: this action cannot be assumed by TxDOTState) ▇▇▇▇ ▇▇▇▇ [▇▇ ▇▇▇ 23 CFR 230.111(d), (e)] FOOTNOTES: (1) TxDOT State is responsible for ensuring that all individual elements of the project are eligible. FHWA will check that the scope of the project as described in submitted project agreement is eligible for the category of funding sought. All final eligibility and participation determinations are retained by FHWA. (2) TxDOTIf there is a 23 U.S.C. 326 or 325 assignment or PCE agreement, decisions are handled in accordance with those assignments or agreements. (3) State’s process and modifications to, or variation in process, require FHWA approval. (34) Unusual/Complex bridges and structures are those that the Division determines to have unique foundation problems, new or complex designs, exceptionally long spans, exceptionally large foundations, complex hydrologic (including climate change and extreme weather events) aspects, complex hydraulic elements or scour related elements, or that are designed with procedures that depart from currently recognized acceptable practices (i.e., cable-stay, suspension, arch, segmental concrete, moveable, truss, tunnels, or complex geotechnical walls or ground improvement systems) (45) FHWA retained actions that could have been assumed by TxDOT. Projects requiring these actions are PoDI projects The State will justify and will be governed by a separate plan. The following matrix is a list of program actions. The matrix identifies the Responsible Program Office as well as the primary point of contact or the approving official. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Appropriationsdocument exceptions to its design standards according to its law, Allotments, Obligations 31 USC 1341(a)(1)(A) & (B); 31 USC 1517(a); 23 USC 118(b); 23 USC 121 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will monitor appropriations, allotments and obligations to ensure that all funding is used efficiently within each quarter and use all Obligation Authority (OA) by the end of the year. Approval of Indirect Cost Allocation Plans (ICAPs) 2 C.F.R Part 200, Subpart E;ASMBC-10 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will certify that the ICAP was prepared in accordance with 2 CFR 200 Subpart E. 1 All actions taken on or after December 26, 2014, shall be governed by the Uniform Administrative Requirements, Cost Principlesregulation, and Audit Requirements directives. FHWA does not have oversight responsibility for this activity because there is no Federal Awards in 2 CFR Part 200. Part 200 of 2 CFR supersedes 49 CFR Parts 18 and 19, and requirements from OMB Circulars ▇-▇▇, ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇ (which have been placed in OMB guidances); Circulars ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇; and the guidance in Circular A-50 on Single Audit Act follow-up. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks FIRE Program Activities FHWA Order 4560.1B (or as superseded) Ongoing Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will continue to provide oversight and conduct reviews to ensure requirement for design exceptions for Federal-aid complianceprojects off the NHS. This activity is not considered a Federal action; thus, does not by itself trigger a FHWA will review and monitor. TxDOT responsibilities include multiple tasks in support of risk assessments, conducting reviews and implementation of recommendations. Audit Coordination/FHWA Financial Statement Audit/State External Audit Reviews/State Internal Audit Reviews FMFIA, 2 C.F.R Part 200, Subpart F; GAAP, CFO Act of 1990; DOT Order 8000.1C As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT assures corrective action is taken to resolve audit findings and FHWA will monitor activities to ensure implementation. Improper Payments Review Improper Payments Information Act of 2002, PL 107-300, Improper Payments Elimination and Recovery Act of 2010, PL 111-204, Improper Payments Elimination and Recovery Improvement Act of 2012, PL 112-248 Annually Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will provide all information necessary to document sampled payments and FHWA offices will review and complete appropriate data submittal forms. Transfer of Funds between programs or to other FHWA offices or agencies as requested by State 23 USC 126; 23 USC 132, and FHWA Order 4551.1 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will submit requests for transfer and FHWA approves and processes the funding transfers between programs, to other States, to other agencies, and to FHWA HQ, Federal Lands, or Research offices. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Reviews of State 23 USC 106(g)(2)(A) Annually Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer 23 USC 106(g)(2)(A) states that the Secretary shall perform annual reviews that address Transportation Departments Financial Management Systems - Financial Integrity elements of the State transportation departments’ financial management systems that affect projects approved environmental analysis under subsection (a). Review Adequacy of Sub- recipient Project Delivery Systems and Sufficient Accounting Controls to Manage Federal Funds 23 USC 106(g)(4)(A)(i) As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer Periodic Reviews of States Monitoring of sub- recipients 23 USC 106(g)(4)(B) As needed Not Applicable Office of Infrastructure District Engineer Chief Engineer Approval of Increased Federal Share Agreement (Sliding Scale) 23 USC 120(b)(2) As determined by the Federal Share Agreement Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial OffNEPA.

AND AMENDMENTS. A. This S&O Agreement will take effect as of the effective date of the signature of the FHWA Texas [INSERT STATE] Division Administrator, who shall sign this S&O Agreement last. B. The Division and TxDOT State DOT agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: • Significant new legislation, Executive orders, or other initiatives affecting the relationship or responsibilities of one or both parties to the S&O Agreement occurs; • Leadership, or leadership direction, changes at TxDOT the State DOT or FHWA; or • Priorities shift as a result of audits, public perception, or changes in staffing at either TxDOT the State DOT or Division Office. C. The Division and TxDOT State DOT agree that changes may occur to the contents of the Attachments to this S&O Agreement and documents incorporated by reference into the S&O Agreement. Except as provided in paragraph XII.DXII.D and E, and E changes to the Attachments and documents incorporated by reference will not require the Division and TxDOT State DOT to amend this S&O Agreement. The effective date of any revisions to one of these documents shall be clearly visible in the header of the revised document. This Agreement and any revisions to its attachments revised document shall be posted on the Division’s Stewardship and Oversight S&O Agreement internet site within five (5) business days of the effective date. D. Any changes to the high risk categories must be documented by an amendment to this S&O Agreement. E. Any changes to the Project Action Responsibility Matrix must be approved by the FHWA Office of Infrastructure in writing and documented by an amendment to this S&O Agreement. (Drafting Note: The Project Action Responsibility Matrix is generally Attachment A.) REMAINDER OF PAGE ▇▇▇▇ LEFT BLACK INTENTIONALLY EXECUTION BY THE FHWA [INSERT STATE] DIVISION OFFICE Executed this day of , 201 . [INSERT NAME] Division Administrator EXECUTION BY THE [INSERT NAME OF STATE DOT] Executed this day of , 201 . [INSERT NAME] The Division should refer to ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/office/fhwa.hq/OfficeofInfrastructure/hipa/SO/Resources/ for the latest updated version of this table. If FHWA retains an action the State could have assumed (on the NHS) or has a right to assume (off the NHS), the affected projects become PoDI projects. 1 Matrix users may find it easier to identify such situations if you mark such instances in the matrix with a note or asterisk (*). 1 The following matrix identifies are considered PoDI projects: Major Projects (>$500M); Appalachian Development Highway Projects; TIGER Discretionary Grant Projects; NHS Projects with Retained FHWA Project Approval; Non-NHS Projects with Retained FHWA Project Approval; and Projects Selected by FHWA for Risk-based Stewardship & Oversight. Regardless of retained project approval actions, any Federal-aid highway program Highway Project either on or off the NHS that the Division identifies as having an elevated level of risk can be selected for risk-based stewardship and oversight and would then be identified as a PoDI. Please see “Projects of Division Interest (FAHPPoDI)/Projects of Corporate Interest (PoCI) project approvals and related responsibilities on a program-wide basis. Guidance (available at ▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇.▇▇▇/federalaid/stewardship/ ) The matrix specifies which actions are assumed by the State under the provisions of 23 U.S.C. 106(c) or other statutory or regulatory authority, as well as those which are reserved to FHWA. Projects classified as PoDI projects are not covered by the matrix, as those projects will be governed by a separate PoDI plan that specifies FHWA and State responsibilities for the project. TxDOT DOT is responsible for ensuring all individual elements of the project are eligible for FAHP funding, but all final eligibility and participation determinations are retained by FHWA. Ensure project in Statewide Transportation Improvement Program (STIP)/Transportation Improvement Program (TIP) TxDOT TxDOT STATE STATE Identify proposed funding category TxDOT(1STATE(1) TxDOT(1STATE(1) Obligate funds/approve Federal- aid project agreement, modifications, and project closures (project authorizations) (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Authorize current ▇▇▇▇ bill (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Review and Accept Financial Plan and Annual Updates for Federal Major Projects over $500 million or more [23 U.S.C. 106(h)] (Note: this FHWA FHWA action cannot be assumed by State) Review Cost Estimates for Federal Major Projects over $500 million [23 U.S.C. 106(h)] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Review Cost Estimates for Federal Major Projects $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot FHWA FHWA be assumed by TxDOT) Develop Financial Plan for Federal Projects between $100 million and $500 million. [23 U.S.C. 106(i)] TxDOT TxDOT STATE STATE All EA/FONSI, EIS/ROD▇▇▇/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations excluded from FHWA-TX 327 NEPA Assignment MOUregulations. FHWA FHWA All EA/FONSI, EIS/ROD, 4(f), 106, 6(f(Note: this action cannot be assumed by STATE except under 23 U.S.C. 327) and other approval actions required by Federal environmental laws and regulations included in the FHWA-TX 327 NEPA Assignment MOU. TxDOT TxDOT FHWA(2) FHWA(2) Categorical Exclusion approval actions excluded from FHWA- TX 327 NEPA Assignment MOU FHWA FHWA Categorical Exclusion approval actions included in (Note this action cannot be assumed by the FHWA- TX 327 NEPA Assignment MOU TxDOT TxDOT State except through an assignment under 23 U.S.C. 326 or 327, or through a programmatic agreement pursuant to Section 1318(d) of MAP-21 and 23 CFR 771.117(g))) FHWA(2) FHWA(2) Consultant Contract Selection TxDOT(2FHWA or STATE (3) TxDOT(2STATE (3) Sole source Consultant Contract Selection TxDOT(2FHWA or STATE (3) TxDOT(2STATE (3) Approve hiring of consultant to serve in a “management” role (Note: this action cannot be assumed by TxDOTState) [23 CFR 172.9] FHWA FHWA Approve consultant agreements and agreement revisions (Federal non-Major Projects) [23 CFR 172.9] TxDOT TxDOT FHWA or STATE STATE Approve consultant agreements FHWA FHWA and agreement revisions on Federal Major Projects [23 CFR 172.9] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve exceptions to design standards [23 CFR 625.3(f)] FHWA TxDOT for Interstate (4) or for Non-Interstate TxDOT STATE STATE Interstate System Access Change [23 USC 111] (Note: this action cannot be assumed by TxDOTState) FHWA N/A Interstate System Access Justification Report [23 USC 111] (Note: action may be assumed by State pursuant to 23 USC 111(e)) FHWA(4) FHWA or STATE N/A Airport highway clearance coordination and respective public interest finding (if required) [23 CFR 620.104] TxDOT TxDOT FHWA or STATE STATE Approve Project Management FHWA FHWA Plan for Federal Major Projects over $500 million [23 USC 106(h)] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve innovative and Public- Private Partnership projects in accordance with SEP-14 and SEP- 15 (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Provide pre-approval for preventive maintenance project (until FHWA concurs with FHWA FHWA STATE procedures) (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Provide approval of preliminary plans for unusual/complex bridges or structures(3) structures on the Interstate. [23 USC 109(a) and FHWA Policy] FHWA (4) N/A Provide approval of preliminary FHWA or State (4) STATE plans for unusual/complex bridges or structures(3) structures (non-Interstate). [23 USC 109(a) and FHWA Policy] TxDOT TxDOT Approve retaining right-of-way encroachments [23 CFR 1.23 (b) & (c)] TxDOT TxDOT FHWA or STATE STATE Approve use of local force account agreements [23 CFR 635.104 & 204] TxDOT TxDOT FHWA or STATE STATE Approve use of publicly owned equipment [23 CFR 635.106] TxDOT TxDOT FHWA or STATE STATE Approve the use of proprietary products, processes [23 CFR 635.411] TxDOT TxDOT FHWA or STATE STATE Concur in use of publicly furnished materials [23 CFR 635.407] TxDOT TxDOT FHWA or STATE STATE Make feasibility/practicability determination for allowing authorization of construction prior to completion of ROW clearance, utility and railroad work [23 CFR 635.309(b)] TxDOT TxDOT FHWA or STATE STATE Make public interest finding on whether TxDOT State may proceed with bid advertisement even FHWA for Interstate or TxDOT for Non-Interstate TxDOT though ROW acquisition/relocation activities are not complete for some parcels [23 CFR 635.309(c)(3)] FHWA for Interstate FHWA or STATE for Non- Interstate STATE Ensure compliant ROW certificate is in ▇▇▇▇▇ place [▇▇ ▇▇▇ 23 CFR 635.309(c)] TxDOT TxDOT FHWA or STATE STATE Approve Hardship and Protective FHWA FHWA ▇▇▇▇▇▇ Buying [▇▇ ▇▇▇ 23 CFR 710.503] (If a Federal-aid project) (Note: this action cannot be assumed by TxDOTFHWA FHWA State) Approve Interstate Real Property Interest Use Agreements [23 CFR 710.405] (Note: this action cannot be assumed by TxDOTState) FHWA N/A Approve non-highway use and ▇▇▇▇▇▇▇▇▇ occupancy [▇▇ ▇▇▇ 23 CFR 1.23(c)] FHWA for Interstate FHWA or TxDOT STATE for Non-Non- Interstate (23) TxDOT(2STATE (3) Approve disposal at less than fair market value of federally funded right-of-way, including disposals of access control [23 U.S.C. 156 and156] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve disposal at fair market value of federally funded right-of- way, including disposals of access control [23 CFR 710.409] (Note: 23 CFR 710.201 authorizes FHWA and STATE to agree to scope of property-related oversight and approvals for all actions except those on the Interstate System) FHWA for Interstate FHWA or TxDOT STATE for Non-Non- Interstate (23) TxDOT(2STATE (3) Requests for credits toward the non-Federal share of construction costs for early acquisitions, donations or other contributions applied to a project (note: this action cannot be assumed by TxDOTState) FHWA FHWA Federal land transfers [23 CFR 710, Subpart F] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Functional replacement of property [23 CFR 710.509] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Accept Transportation Management Plans (23 CFR 630.1012(b)) TxDOT TxDOT FHWA or STATE STATE Approval of System Engineering Analysis (for ITS) [23 CFR 940.11] TxDOT TxDOT FHWA or STATE STATE Approve ▇▇&▇ PS&E [▇▇ ▇▇▇ 23 CFR 630.201] TxDOT TxDOT FHWA or STATE STATE Authorize advance construction and conversions [23 CFR 630.703 & 709] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve utility or railroad force account work [23 CFR 645.113 & 646.216] TxDOT TxDOT FHWA or STATE STATE Approve utility and railroad agreements [23 CFR 645.113 & 646.216] TxDOT TxDOT FHWA or STATE STATE Approve use of consultants by utility companies [23 CFR 645.109(b)] TxDOT TxDOT FHWA or STATE STATE Approve exceptions to maximum railroad protective insurance TxDOT TxDOT limits [23 CFR 646.111] FHWA or STATE STATE Authorize (approve) advertising for ▇▇▇▇ bids [▇▇ ▇▇▇ 23 CFR 635.112, 309] TxDOT TxDOT FHWA or STATE STATE Approve cost-effectiveness determinations for construction work performed by force account or by contract awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT FHWAor STATE STATE Approve emergency determinations for contracts awarded by other than competitive bidding FHWA or STATE STATE [23 CFR 635.104 &.204] TxDOT TxDOT Approve construction engineering by local agency [23 CFR 635.105] TxDOT TxDOT FHWA or STATE STATE Approve advertising period less than 3 weeks [23 CFR 635.112] TxDOT TxDOT FHWA or STATE STATE Approve addenda during advertising period [23 CFR 635.112] TxDOT TxDOT FHWA or STATE, whichever approved PS&E STATE Concur in award of ▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.114] TxDOT TxDOT Concur in rejection of contract [23 CFR 635.114] FHWA or STATE STATE Concur in rejection of all bids TxDOT TxDOT [23 CFR 635.114] FHWA or STATE STATE Approval of Design-Build Requests-for-Proposals and ▇▇▇▇▇▇▇ Addenda [▇▇ ▇▇▇ 23 CFR 635.112] TxDOT TxDOT FHWA or STATE STATE Approve changes and extra work [23 CFR 635.120] TxDOT TxDOT FHWA or STATE STATE Approve contract time extensions [23 CFR 635.120] extensions TxDOT TxDOT FHWA or STATE STATE Concur in use of mandatory borrow/disposal sites [23 CFR 635.407] TxDOT TxDOT FHWA or STATE STATE Accept materials certification [23 CFR 637.207] TxDOT TxDOT FHWA or STATE STATE Concur in settlement of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ contract claims [▇▇ ▇▇▇ 23 CFR 635.124] TxDOT TxDOT FHWA or STATE STATE Concur in termination of construction contracts [23 CFR 635.125] TxDOT TxDOT FHWA or STATE STATE Waive Buy America provisions [23 CFR 635.410] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Final inspection/acceptance of completed work [23 USC 114(a)] TxDOT TxDOT FHWA or STATE STATE Approval of Disadvantaged Business Enterprise (DBE) FHWA or STATE STATE Project Contract Goal set by the State DOT under 49 CFR 26.51(d). [49 CFR 26.51(e)(3)] TxDOT TxDOT Acceptance of Bidder▇▇▇▇▇▇’s Good Faith Efforts to Meet Contract ▇▇▇▇ Goal [▇▇ ▇▇▇ 49 CFR 26.53] or of Prime Contractor’s Good Faith Efforts to Find Another DBE Subcontractor When a DBE Subcontractor is Terminated or Fails to Complete Its Work [49 CFR 26.53(g)] (Note: this action cannot be performed by the FHWA) TxDOT TxDOT STATE STATE Equal Employment Opportunity (EEO) Contract Compliance Review Approval [23 CFR Part 230, Subpart D]). TxDOT TxDOT FHWA or STATE STATE Training Special Provision – Approval of Project Goal for training slots or hours [23 CFR Part 230, Subpart A] TxDOT TxDOT FHWA or STATE STATE Training Special Provision – Approval of New Project Training Programs (Note: this action cannot be assumed by TxDOTState) ▇▇▇▇ ▇▇▇▇ [▇▇ ▇▇▇ 23 CFR 230.111(d), (e)] FOOTNOTES:FHWA FHWA (1) TxDOT State is responsible for ensuring that all individual elements of the project are eligible. FHWA will check that the scope of the project as described in submitted project agreement is eligible for the category of funding sought. All final eligibility and participation determinations are retained by FHWA. (2) TxDOTIf there is a 23 U.S.C. 326 or 325 assignment or PCE agreement, decisions are handled in accordance with those assignments or agreements. (3) State’s process and modifications to, or variation in process, require FHWA approval. (34) Unusual/Complex bridges and structures are those that the Division determines to have unique foundation problems, new or complex designs, exceptionally long spans, exceptionally large foundations, complex hydrologic (including climate change and extreme weather events) aspects, complex hydraulic elements or scour related elements, or that are designed with procedures that depart from currently recognized acceptable practices (i.e., cable-stay, suspension, arch, segmental concrete, moveable, truss, tunnels, or complex geotechnical walls or ground improvement systems) (4) FHWA retained actions that could have been assumed by TxDOT. Projects requiring these actions are PoDI projects and will be governed by a separate plan. The following matrix is a list of program actions. The matrix identifies the Responsible Program Office as well as the primary point of contact or the approving official. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Appropriations, Allotments, Obligations 31 USC 1341(a)(1)(A) & (B); 31 USC 1517(a); 23 USC 118(b); 23 USC 121 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will monitor appropriations, allotments and obligations to ensure that all funding is used efficiently within each quarter and use all Obligation Authority (OA) by the end of the year. Approval of Indirect Cost Allocation Plans (ICAPs) 2 C.F.R Part 200, Subpart E;ASMBC-10 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will certify that the ICAP was prepared in accordance with 2 CFR 200 Subpart E. 1 All actions taken on or after December 26, 2014, shall be governed by the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part 200. Part 200 of 2 CFR supersedes 49 CFR Parts 18 and 19, and requirements from OMB Circulars ▇-▇▇, ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇ (which have been placed in OMB guidances); Circulars ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇; and the guidance in Circular A-50 on Single Audit Act follow-up. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks FIRE Program Activities FHWA Order 4560.1B (or as superseded) Ongoing Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will continue to provide oversight and conduct reviews to ensure Federal-aid compliance. FHWA will review and monitor. TxDOT responsibilities include multiple tasks in support of risk assessments, conducting reviews and implementation of recommendations. Audit Coordination/FHWA Financial Statement Audit/State External Audit Reviews/State Internal Audit Reviews FMFIA, 2 C.F.R Part 200, Subpart F; GAAP, CFO Act of 1990; DOT Order 8000.1C As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT assures corrective action is taken to resolve audit findings and FHWA will monitor activities to ensure implementation. Improper Payments Review Improper Payments Information Act of 2002, PL 107-300, Improper Payments Elimination and Recovery Act of 2010, PL 111-204, Improper Payments Elimination and Recovery Improvement Act of 2012, PL 112-248 Annually Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will provide all information necessary to document sampled payments and FHWA offices will review and complete appropriate data submittal forms. Transfer of Funds between programs or to other FHWA offices or agencies as requested by State 23 USC 126; 23 USC 132, and FHWA Order 4551.1 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will submit requests for transfer and FHWA approves and processes the funding transfers between programs, to other States, to other agencies, and to FHWA HQ, Federal Lands, or Research offices. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Reviews of State 23 USC 106(g)(2)(A) Annually Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer 23 USC 106(g)(2)(A) states that the Secretary shall perform annual reviews that address Transportation Departments Financial Management Systems - Financial Integrity elements of the State transportation departments’ financial management systems that affect projects approved under subsection (a). Review Adequacy of Sub- recipient Project Delivery Systems and Sufficient Accounting Controls to Manage Federal Funds 23 USC 106(g)(4)(A)(i) As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer Periodic Reviews of States Monitoring of sub- recipients 23 USC 106(g)(4)(B) As needed Not Applicable Office of Infrastructure District Engineer Chief Engineer Approval of Increased Federal Share Agreement (Sliding Scale) 23 USC 120(b)(2) As determined by the Federal Share Agreement Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Off.

AND AMENDMENTS. A. This S&O Agreement will take effect as of the effective date of the signature of the FHWA Texas Mississippi Division Administrator, who shall sign this S&O Agreement last. B. The Division and TxDOT State DOT agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: • Significant new legislation, Executive orders, or other initiatives affecting the relationship or responsibilities of one or both parties to the S&O Agreement occurs; • Leadership, or leadership direction, changes at TxDOT the State DOT or FHWA; or • Priorities shift as a result of audits, public perception, or changes in staffing at either TxDOT the State DOT or Division Office. C. The Division and TxDOT State DOT agree that changes may occur to the contents of the Attachments to this S&O Agreement and documents incorporated by reference into the S&O Agreement. Except as provided in paragraph XII.DXII.D and E, and E changes to the Attachments and documents incorporated by reference will not require the Division and TxDOT State DOT to amend this S&O Agreement. The effective date of any revisions to one of these documents shall be clearly visible in the header of the revised document. This Agreement and any revisions to its attachments revised document shall be posted on the Division’s Stewardship and Oversight S&O Agreement internet site within five (5) business days of the effective date. D. Any changes to the high risk categories must be documented by an amendment to this S&O Agreement. E. Any changes to the Project Action Responsibility Matrix must be approved by the FHWA Office of Infrastructure in writing and documented by an amendment to this S&O Agreement. REMAINDER OF PAGE LEFT BLACK INTENTIONALLY The following matrix identifies Federal-aid highway program (FAHP) project approvals and related responsibilities on a program-wide basis. The matrix specifies which actions are assumed by the State under the provisions of 23 U.S.C. 106(c) or other statutory or regulatory authority, as well as those which are reserved to FHWA. Projects classified as PoDI projects are not covered by the matrix, as those projects will be governed by a separate PoDI plan that specifies FHWA and State responsibilities for the project. TxDOT In the matrix, actions marked with an asterisk (“FHWA*”) are those that FHWA has retained but that could have been assumed by the State through FHWA discretion (on the NHS) or by right (off the NHS). Projects requiring those actions are PoDI projects because of FHWA’s retained authority. Those projects will be governed by a separate PoDI Plan. The State DOT is responsible for ensuring all individual elements of the project are eligible for FAHP funding, but all final eligibility and participation determinations are retained by FHWA. Ensure project in Statewide Transportation Improvement Program (STIP)/Transportation Improvement Program (TIP) TxDOT TxDOT STATE STATE Identify proposed funding category TxDOT(1STATE(1) TxDOT(1STATE(1) Obligate funds/approve Federal- aid project agreement, modifications, and project closures (project authorizations) (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Authorize current ▇▇▇▇ (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Review and Accept Financial Plan and Annual Updates for Federal Major Projects over $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Review Cost Estimates for Federal Major Projects over $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot FHWA FHWA be assumed by TxDOTState) FHWA FHWA Develop Financial Plan for Federal Projects between $100 million and $500 million. [23 U.S.C. 106(i)] TxDOT TxDOT STATE STATE All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations excluded from FHWA-TX 327 NEPA Assignment MOUregulations. FHWA FHWA All EA/FONSI, EIS/ROD, 4(f), 106, 6(f(Note: this action cannot be assumed by STATE except under 23 U.S.C. 327) and other approval actions required by Federal environmental laws and regulations included in the FHWA-TX 327 NEPA Assignment MOU. TxDOT TxDOT FHWA(2) FHWA(2) Categorical Exclusion approval actions excluded from FHWA- TX 327 NEPA Assignment MOU FHWA FHWA Categorical Exclusion approval actions included in (Note this action cannot be assumed by the FHWA- TX 327 NEPA Assignment MOU TxDOT TxDOT State except through an assignment under 23 U.S.C. 326 or 327, or through a programmatic agreement pursuant to Section 1318(d) of MAP-21 and 23 CFR 771.117(g))) FHWA(2) FHWA(2) Consultant Contract Selection TxDOT(2STATE (3) TxDOT(2STATE (3) Sole source Consultant Contract Selection TxDOT(2STATE (3) TxDOT(2STATE (3) Approve hiring of consultant to serve in a “management” role (Note: this action cannot be assumed by TxDOTState) [23 CFR 172.9] FHWA FHWA Approve consultant agreements and agreement revisions (Federal non-Major Projects) [23 CFR 172.9] TxDOT TxDOT STATE STATE Approve consultant agreements and agreement revisions on Federal Major Projects [23 CFR 172.9] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve exceptions to design standards [23 CFR 625.3(f)] FHWA TxDOT for Interstate (4) or for Non-Interstate TxDOT STATE STATE Interstate System Access Change [23 USC 111] (Note: this action cannot be assumed by TxDOTState) FHWA N/A Interstate System Access Justification Report [23 USC 111] (Note: action may be assumed by State pursuant to 23 USC 111(e)) FHWA(4) FHWA* N/A Airport highway clearance coordination and respective public interest finding (if required) [23 CFR 620.104] TxDOT TxDOT STATE STATE Approve Project Management FHWA FHWA Plan for Federal Major Projects over $500 million [23 USC 106(h)] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve innovative and Public- Private Partnership projects in accordance with SEP-14 and SEP- 15 (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Provide pre-approval for preventive maintenance project (until FHWA concurs with FHWA FHWA STATE procedures) (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Provide approval of preliminary plans for unusual/complex bridges or structures(3) structures on the Interstate. [23 USC 109(a) and FHWA Policy] FHWA (4) N/A Provide approval of preliminary plans for unusual/complex bridges or structures(3) structures (non-Interstate). [23 USC 109(a) and FHWA Policy] TxDOT TxDOT STATE (4) STATE Approve retaining right-of-way encroachments [23 CFR 1.23 (b) & (c)] TxDOT TxDOT STATE STATE Approve use of local force account agreements [23 CFR 635.104 & 204] TxDOT TxDOT STATE STATE Approve use of publicly owned equipment [23 CFR 635.106] TxDOT TxDOT STATE STATE Approve the use of proprietary products, processes [23 CFR 635.411] TxDOT TxDOT proprietary FHWA* STATE Concur in use of publicly furnished materials [23 CFR 635.407] TxDOT TxDOT STATE STATE Make feasibility/practicability determination for allowing authorization of construction prior to completion of ROW clearance, utility and railroad work [23 CFR 635.309(b)] TxDOT TxDOT STATE STATE Make public interest finding on whether TxDOT State may proceed with bid advertisement even FHWA for Interstate or TxDOT for Non-Interstate TxDOT though ROW acquisition/relocation activities are not complete for some parcels [23 CFR 635.309(c)(3)] FHWA for Interstate STATE for Non-Interstate STATE Ensure compliant ROW certificate is in ▇▇▇▇▇ [▇▇ ▇▇▇ 635.309(c)] TxDOT TxDOT STATE STATE Approve Hardship and Protective FHWA FHWA ▇▇▇▇▇▇ [▇▇ ▇▇▇ 710.503] (If a Federal-aid project) (Note: this action cannot be assumed by TxDOTState) Approve Interstate Real Property Interest Use Agreements [23 CFR 710.405] (Note: this action cannot be assumed by TxDOTState) FHWA N/A Approve non-highway use and ▇▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 1.23(c)] FHWA for Interstate or TxDOT STATE for Non-Interstate (23) TxDOT(2STATE (3) Approve disposal at less than fair market value of federally funded right-of-way, including disposals of access control [23 U.S.C. 156 and156] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve disposal at fair market value of federally funded right-of- way, including disposals of access control [23 CFR 710.409] (Note: 23 CFR 710.201 authorizes FHWA and STATE to agree to scope of property-related oversight and approvals for all actions except those on the Interstate System) FHWA for Interstate or TxDOT STATE for Non-Interstate (23) TxDOT(2STATE (3) Requests for credits toward the non-Federal share of construction costs for early acquisitions, donations or other contributions applied to a project (note: this action cannot be assumed by TxDOTState) FHWA FHWA Federal land transfers [23 CFR 710, Subpart F] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Functional replacement of property [23 CFR 710.509] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Accept Transportation Management Plans (23 CFR 630.1012(b)) TxDOT TxDOT STATE STATE Approval of System Engineering Analysis (for ITS) [23 CFR 940.11] TxDOT TxDOT Approve ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇&▇ [▇▇ ▇▇▇ 630.201] TxDOT TxDOT STATE STATE Authorize advance construction and conversions [23 CFR 630.703 & 709] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve utility or railroad force account work [23 CFR 645.113 & 646.216] TxDOT TxDOT STATE STATE Approve utility and railroad agreements [23 CFR 645.113 & 646.216] TxDOT TxDOT STATE STATE Approve use of consultants by utility companies [23 CFR 645.109(b)] TxDOT TxDOT STATE STATE Approve exceptions to maximum railroad protective insurance TxDOT TxDOT limits [23 CFR 646.111] STATE STATE Authorize (approve) advertising for ▇▇▇▇ [▇▇ ▇▇▇ 635.112, 309] TxDOT TxDOT STATE STATE Approve cost-effectiveness determinations for construction work performed by force account or by contract awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT FHWA* STATE Approve emergency determinations for contracts awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT FHWA* STATE Approve construction engineering by local agency [23 CFR 635.105] TxDOT TxDOT STATE STATE Approve advertising period less than 3 weeks [23 CFR 635.112] TxDOT TxDOT FHWA* STATE Approve addenda during advertising period [23 CFR 635.112] TxDOT TxDOT STATE STATE Concur in award of ▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.114] TxDOT TxDOT Concur in rejection of ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ [23 CFR ▇▇ ▇▇▇ 635.114] all bids TxDOT TxDOT STATE STATE Approval of Design-Build Requests-for-Proposals and ▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.112] TxDOT TxDOT STATE STATE Approve changes and extra work [23 CFR 635.120] TxDOT TxDOT STATE STATE Approve contract time [23 CFR 635.120] extensions TxDOT TxDOT STATE STATE Concur in use of mandatory borrow/disposal sites [23 CFR 635.407] TxDOT TxDOT STATE STATE Accept materials certification [23 CFR 637.207] TxDOT TxDOT STATE STATE Concur in settlement of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ contract claims [▇▇ ▇▇▇ 23 CFR 635.124] TxDOT TxDOT STATE STATE Concur in termination of construction contracts [23 CFR 635.125] TxDOT TxDOT STATE STATE Waive Buy America provisions [23 CFR 635.410] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Final inspection/acceptance of completed work [23 USC 114(a)] TxDOT TxDOT STATE STATE Approval of Disadvantaged STATE STATE Business Enterprise (DBE) Project Contract Goal set by the State DOT under 49 CFR 26.51(d). [49 CFR 26.51(e)(3)] TxDOT TxDOT Acceptance of Bidder’s Good Faith Efforts to Meet Contract ▇▇▇▇ [▇▇ ▇▇▇ 26.53] or of Prime Contractor’s Good Faith Efforts to Find Another DBE Subcontractor When a DBE Subcontractor is Terminated or Fails to Complete Its Work [49 CFR 26.53(g)] (Note: this action cannot be performed by the FHWA) TxDOT TxDOT STATE STATE Equal Employment Opportunity (EEO) Contract Compliance Review Approval [23 CFR Part 230▇▇▇ ▇▇▇▇ ▇▇▇, Subpart D▇▇▇▇▇▇▇ ▇]). TxDOT TxDOT ▇▇▇▇▇ ▇▇▇▇▇ Training Special Provision – Approval of Project Goal for training slots or hours [23 CFR Part 230, Subpart A] TxDOT TxDOT STATE STATE Training Special Provision – Approval of New Project Training Programs (Note: this action cannot be assumed by TxDOTState) ▇▇▇▇ ▇▇▇▇ [▇▇ ▇▇▇ 23 CFR 230.111(d), (e)] FOOTNOTES:FHWA FHWA (1) TxDOT State is responsible for ensuring that all individual elements of the project are eligible. FHWA will check that the scope of the project as described in submitted project agreement is eligible for the category of funding sought. All final eligibility and participation determinations are retained by FHWA. (2) TxDOTIf there is a 23 U.S.C. 326 or 325 assignment or PCE agreement, decisions are handled in accordance with those assignments or agreements. (3) State’s process and modifications to, or variation in process, require FHWA approval. (34) Unusual/Complex bridges and structures are those that the Division determines to have unique foundation problems, new or complex designs, exceptionally long spans, exceptionally large foundations, complex hydrologic (including climate change and extreme weather events) aspects, complex hydraulic elements or scour related elements, or that are designed with procedures that depart from currently recognized acceptable practices (i.e., cable-stay, suspension, arch, segmental concrete, moveable, truss, tunnels, or complex geotechnical walls or ground improvement systems) (4) FHWA retained actions that could have been assumed by TxDOT. Projects requiring these actions are PoDI projects and will be governed by a separate plan. The following matrix is a list of program actions. The matrix identifies the Responsible Program Office as well as the primary point of contact or the approving official. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Appropriations, Allotments, Obligations 31 USC 1341(a)(1)(A) & (B); 31 USC 1517(a); 23 USC 118(b); 23 USC 121 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will monitor appropriations, allotments and obligations to ensure that all funding is used efficiently within each quarter and use all Obligation Authority (OA) by the end of the year. Approval of Indirect Cost Allocation Plans (ICAPs) 2 C.F.R Part 200, Subpart E;ASMBC-10 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will certify that the ICAP was prepared in accordance with 2 CFR 200 Subpart E. 1 All actions taken on or after December 26, 2014, shall be governed by the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part 200. Part 200 of 2 CFR supersedes 49 CFR Parts 18 and 19, and requirements from OMB Circulars ▇-▇▇, ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇ (which have been placed in OMB guidances); Circulars ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇; and the guidance in Circular A-50 on Single Audit Act follow-up. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks FIRE Program Activities FHWA Order 4560.1B (or as superseded) Ongoing Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will continue to provide oversight and conduct reviews to ensure Federal-aid compliance. FHWA will review and monitor. TxDOT responsibilities include multiple tasks in support of risk assessments, conducting reviews and implementation of recommendations. Audit Coordination/FHWA Financial Statement Audit/State External Audit Reviews/State Internal Audit Reviews FMFIA, 2 C.F.R Part 200, Subpart F; GAAP, CFO Act of 1990; DOT Order 8000.1C As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT assures corrective action is taken to resolve audit findings and FHWA will monitor activities to ensure implementation. Improper Payments Review Improper Payments Information Act of 2002, PL 107-300, Improper Payments Elimination and Recovery Act of 2010, PL 111-204, Improper Payments Elimination and Recovery Improvement Act of 2012, PL 112-248 Annually Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will provide all information necessary to document sampled payments and FHWA offices will review and complete appropriate data submittal forms. Transfer of Funds between programs or to other FHWA offices or agencies as requested by State 23 USC 126; 23 USC 132, and FHWA Order 4551.1 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will submit requests for transfer and FHWA approves and processes the funding transfers between programs, to other States, to other agencies, and to FHWA HQ, Federal Lands, or Research offices. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Reviews of State 23 USC 106(g)(2)(A) Annually Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer 23 USC 106(g)(2)(A) states that the Secretary shall perform annual reviews that address Transportation Departments Financial Management Systems - Financial Integrity elements of the State transportation departments’ financial management systems that affect projects approved under subsection (a). Review Adequacy of Sub- recipient Project Delivery Systems and Sufficient Accounting Controls to Manage Federal Funds 23 USC 106(g)(4)(A)(i) As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer Periodic Reviews of States Monitoring of sub- recipients 23 USC 106(g)(4)(B) As needed Not Applicable Office of Infrastructure District Engineer Chief Engineer Approval of Increased Federal Share Agreement (Sliding Scale) 23 USC 120(b)(2) As determined by the Federal Share Agreement Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial OffATTACHMENT B – PROGRAM RESPONSIBILITY MATRIX

AND AMENDMENTS. A. This S&O Agreement will take effect as of the effective date of the signature of the FHWA Texas Idaho Division Administrator, who shall sign this S&O Agreement last. B. The Division FHWA and TxDOT ITD agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: • Significant new legislation, Executive orders, or other initiatives affecting the relationship or responsibilities of one or both parties to the S&O Agreement occurs; • Leadership, or leadership direction, changes at TxDOT ITD or FHWA; or • Priorities shift as a result of audits, public perception, or changes in staffing at either TxDOT ITD or Division OfficeFHWA. C. The Division FHWA and TxDOT ITD agree that changes may occur to the contents of the Attachments to this S&O Agreement and documents incorporated by reference into the S&O Agreement. Except as provided in paragraph XII.DXII.D and E, and E changes to the Attachments and documents incorporated by reference will not require the Division FHWA and TxDOT ITD to amend this S&O Agreement. The effective date of any revisions to one of these documents shall be clearly visible in the header of the revised document. This Agreement and any revisions to its attachments revised document shall be posted on the DivisionFHWA’s Stewardship and Oversight S&O Agreement internet site within five (5) business days of the effective date. D. Any changes to the high risk categories must be documented by an amendment to this S&O Agreement. E. Any changes to the Project Action Responsibility Matrix (Attachment A) must be approved by the FHWA Office of Infrastructure in writing and documented by an amendment to this S&O Agreement. REMAINDER OF PAGE LEFT BLACK INTENTIONALLY Executed this 12 day of _May , 2015. ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Division Administrator Executed this 13 day of May , 2015. ▇▇▇▇▇ ▇. ▇▇▇▇ Director ITD The following matrix identifies Federal-aid highway program Highway Program (FAHP) project approvals and related responsibilities on a program-wide basisresponsibilities. The matrix specifies which actions ones are assumed by the subject to State assumption under the provisions of 23 U.S.C. 106(c) or other statutory or regulatory authority, as well as those which are reserved to FHWA. Projects classified This matrix applies program wide; any revisions to project assumptions by ITD, as PoDI projects are not covered by shown in the matrix, as those projects will be governed handled on a project by project basis. When a separate PoDI plan that specifies FHWA and State responsibilities change in project approval assumptions is determined appropriate for the a specific project. TxDOT is responsible for ensuring all individual elements of , the project are eligible for FAHP funding, but all final eligibility will be classified as a PoDI and participation determinations are retained by FHWA. Ensure the project in Statewide Transportation Improvement Program (STIP)/Transportation Improvement Program (TIP) TxDOT TxDOT Identify proposed funding category TxDOT(1) TxDOT(1) Obligate funds/approve Federal- aid project agreement, modifications, and project closures (project authorizations) (Note: this action cannot approval assumptions will be assumed by TxDOT) FHWA FHWA Authorize current ▇▇▇▇ (Note: this action cannot be assumed by TxDOT) FHWA FHWA Review and Accept Financial Plan and Annual Updates for Federal Major Projects $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Review Cost Estimates for Federal Major Projects $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot FHWA FHWA be assumed by TxDOT) Develop Financial Plan for Federal Projects between $100 million and $500 million. [23 U.S.C. 106(i)] TxDOT TxDOT All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations excluded from FHWA-TX 327 NEPA Assignment MOU. FHWA FHWA All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations included in the FHWA-TX 327 NEPA Assignment MOU. TxDOT TxDOT Categorical Exclusion approval actions excluded from FHWA- TX 327 NEPA Assignment MOU FHWA FHWA Categorical Exclusion approval actions included in the FHWA- TX 327 NEPA Assignment MOU TxDOT TxDOT Consultant Contract Selection TxDOT(2) TxDOT(2) Sole source Consultant Contract Selection TxDOT(2) TxDOT(2) Approve hiring of consultant to serve documented in a “management” role (Note: this action cannot be assumed by TxDOT) [23 CFR 172.9] FHWA FHWA Approve consultant agreements and agreement revisions (Federal non-Major Projects) [23 CFR 172.9] TxDOT TxDOT Approve consultant agreements and agreement revisions on Federal Major Projects [23 CFR 172.9] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Approve exceptions to design standards [23 CFR 625.3(f)] FHWA TxDOT for Interstate (4) or for Non-Interstate TxDOT Interstate System Access Change [23 USC 111] (Note: this action cannot be assumed by TxDOT) FHWA N/A Interstate System Access Justification Report [23 USC 111] (Note: action may be assumed by State pursuant to 23 USC 111(e)) FHWA(4) N/A Airport highway clearance coordination and respective public interest finding (if required) [23 CFR 620.104] TxDOT TxDOT Approve Project Management FHWA FHWA Plan for Federal Major Projects over $500 million [23 USC 106(h)] (Note: this action cannot be assumed by TxDOT) Approve innovative and Public- Private Partnership projects in accordance with SEP-14 and SEP- 15 (Note: this action cannot be assumed by TxDOT) FHWA FHWA Provide pre-approval for preventive maintenance project (until FHWA concurs with FHWA FHWA STATE procedures) (Note: this action cannot be assumed by TxDOT) Provide approval of preliminary plans for unusual/complex bridges or structures(3) on the Interstate. [23 USC 109(a) and FHWA Policy] FHWA N/A Provide approval of preliminary plans for unusual/complex bridges or structures(3) (non-Interstate). [23 USC 109(a) and FHWA Policy] TxDOT TxDOT Approve retaining right-of-way encroachments [23 CFR 1.23 (b) & (c)] TxDOT TxDOT Approve use of local force account agreements [23 CFR 635.104 & 204] TxDOT TxDOT Approve use of publicly owned equipment [23 CFR 635.106] TxDOT TxDOT Approve the use of proprietary products, processes [23 CFR 635.411] TxDOT TxDOT Concur in use of publicly furnished materials [23 CFR 635.407] TxDOT TxDOT Make feasibility/practicability determination for allowing authorization of construction prior to completion of ROW clearance, utility and railroad work [23 CFR 635.309(b)] TxDOT TxDOT Make public interest finding on whether TxDOT may proceed with bid advertisement even FHWA for Interstate or TxDOT for Non-Interstate TxDOT though ROW acquisition/relocation activities are not complete for some parcels [23 CFR 635.309(c)(3)] Ensure compliant ROW certificate is in ▇▇▇▇▇ [▇▇ ▇▇▇ 635.309(c)] TxDOT TxDOT Approve Hardship and Protective FHWA FHWA ▇▇▇▇▇▇ [▇▇ ▇▇▇ 710.503] (If a Federal-aid project) (Note: this action cannot be assumed by TxDOT) Approve Interstate Real Property Interest Use Agreements [23 CFR 710.405] (Note: this action cannot be assumed by TxDOT) FHWA N/A Approve non-highway use and ▇▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 1.23(c)] FHWA for Interstate or TxDOT for Non-Interstate (2) TxDOT(2) Approve disposal at less than fair market value of federally funded right-of-way, including disposals of access control [23 U.S.C. 156 and] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Approve disposal at fair market value of federally funded right-of- way, including disposals of access control [23 CFR 710.409] (Note: 23 CFR 710.201 authorizes FHWA and STATE to agree to scope of property-related oversight and approvals for all actions except those on the Interstate System) FHWA for Interstate or TxDOT for Non-Interstate (2) TxDOT(2) Requests for credits toward the non-Federal share of construction costs for early acquisitions, donations or other contributions applied to a project (note: this action cannot be assumed by TxDOT) FHWA FHWA Federal land transfers [23 CFR 710, Subpart F] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Functional replacement of property [23 CFR 710.509] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Accept Transportation Management Plans (23 CFR 630.1012(b)) TxDOT TxDOT Approval of System Engineering Analysis (for ITS) [23 CFR 940.11] TxDOT TxDOT Approve ▇▇&▇ [▇▇ ▇▇▇ 630.201] TxDOT TxDOT Authorize advance construction and conversions [23 CFR 630.703 & 709] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Approve utility or railroad force account work [23 CFR 645.113 & 646.216] TxDOT TxDOT Approve utility and railroad agreements [23 CFR 645.113 & 646.216] TxDOT TxDOT Approve use of consultants by utility companies [23 CFR 645.109(b)] TxDOT TxDOT Approve exceptions to maximum railroad protective insurance TxDOT TxDOT limits [23 CFR 646.111] Authorize (approve) advertising for ▇▇▇▇ [▇▇ ▇▇▇ 635.112, 309] TxDOT TxDOT Approve cost-effectiveness determinations for construction work performed by force account or by contract awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT Approve emergency determinations for contracts awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT Approve construction engineering by local agency [23 CFR 635.105] TxDOT TxDOT Approve advertising period less than 3 weeks [23 CFR 635.112] TxDOT TxDOT Approve addenda during advertising period [23 CFR 635.112] TxDOT TxDOT Concur in award of ▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.114] TxDOT TxDOT Concur in rejection of [23 CFR 635.114] all bids TxDOT TxDOT Approval of Design-Build Requests-for-Proposals and ▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.112] TxDOT TxDOT Approve changes and extra work [23 CFR 635.120] TxDOT TxDOT Approve contract time [23 CFR 635.120] extensions TxDOT TxDOT Concur in use of mandatory borrow/disposal sites [23 CFR 635.407] TxDOT TxDOT Accept materials certification [23 CFR 637.207] TxDOT TxDOT Concur in settlement of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.124] TxDOT TxDOT Concur in termination of construction contracts [23 CFR 635.125] TxDOT TxDOT Waive Buy America provisions [23 CFR 635.410] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Final inspection/acceptance of completed work [23 USC 114(a)] TxDOT TxDOT Approval of Disadvantaged Business Enterprise (DBE) Project Contract Goal set by the State DOT under 49 CFR 26.51(d). [49 CFR 26.51(e)(3)] TxDOT TxDOT Acceptance of Bidder’s Good Faith Efforts to Meet Contract ▇▇▇▇ [▇▇ ▇▇▇ 26.53] or of Prime Contractor’s Good Faith Efforts to Find Another DBE Subcontractor When a DBE Subcontractor is Terminated or Fails to Complete Its Work [49 CFR 26.53(g)] (Note: this action cannot be performed by the FHWA) TxDOT TxDOT Equal Employment Opportunity (EEO) Contract Compliance Review Approval [23 CFR Part 230, Subpart D]). TxDOT TxDOT Training Special Provision – Approval of Project Goal for training slots or hours [23 CFR Part 230, Subpart A] TxDOT TxDOT Training Special Provision – Approval of New Project Training Programs (Note: this action cannot be assumed by TxDOT) ▇▇▇▇ ▇▇▇▇ [▇▇ ▇▇▇ 230.111(d), (e)] FOOTNOTES: (1) TxDOT is responsible for ensuring that all individual elements of the project are eligible. FHWA will check that the scope of the project as described in submitted project agreement is eligible for the category of funding sought. All final eligibility and participation determinations are retained by FHWAplan. (2) TxDOT’s process and modifications to, or variation in process, require FHWA approval. (3) Unusual/Complex bridges and structures are those that the Division determines to have unique foundation problems, new or complex designs, exceptionally long spans, exceptionally large foundations, complex hydrologic (including climate change and extreme weather events) aspects, complex hydraulic elements or scour related elements, or that are designed with procedures that depart from currently recognized acceptable practices (i.e., cable-stay, suspension, arch, segmental concrete, moveable, truss, tunnels, or complex geotechnical walls or ground improvement systems) (4) FHWA retained actions that could have been assumed by TxDOT. Projects requiring these actions are PoDI projects and will be governed by a separate plan. The following matrix is a list of program actions. The matrix identifies the Responsible Program Office as well as the primary point of contact or the approving official. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Appropriations, Allotments, Obligations 31 USC 1341(a)(1)(A) & (B); 31 USC 1517(a); 23 USC 118(b); 23 USC 121 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will monitor appropriations, allotments and obligations to ensure that all funding is used efficiently within each quarter and use all Obligation Authority (OA) by the end of the year. Approval of Indirect Cost Allocation Plans (ICAPs) 2 C.F.R Part 200, Subpart E;ASMBC-10 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will certify that the ICAP was prepared in accordance with 2 CFR 200 Subpart E. 1 All actions taken on or after December 26, 2014, shall be governed by the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part 200. Part 200 of 2 CFR supersedes 49 CFR Parts 18 and 19, and requirements from OMB Circulars ▇-▇▇, ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇ (which have been placed in OMB guidances); Circulars ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇; and the guidance in Circular A-50 on Single Audit Act follow-up. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks FIRE Program Activities FHWA Order 4560.1B (or as superseded) Ongoing Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will continue to provide oversight and conduct reviews to ensure Federal-aid compliance. FHWA will review and monitor. TxDOT responsibilities include multiple tasks in support of risk assessments, conducting reviews and implementation of recommendations. Audit Coordination/FHWA Financial Statement Audit/State External Audit Reviews/State Internal Audit Reviews FMFIA, 2 C.F.R Part 200, Subpart F; GAAP, CFO Act of 1990; DOT Order 8000.1C As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT assures corrective action is taken to resolve audit findings and FHWA will monitor activities to ensure implementation. Improper Payments Review Improper Payments Information Act of 2002, PL 107-300, Improper Payments Elimination and Recovery Act of 2010, PL 111-204, Improper Payments Elimination and Recovery Improvement Act of 2012, PL 112-248 Annually Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will provide all information necessary to document sampled payments and FHWA offices will review and complete appropriate data submittal forms. Transfer of Funds between programs or to other FHWA offices or agencies as requested by State 23 USC 126; 23 USC 132, and FHWA Order 4551.1 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will submit requests for transfer and FHWA approves and processes the funding transfers between programs, to other States, to other agencies, and to FHWA HQ, Federal Lands, or Research offices. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Reviews of State 23 USC 106(g)(2)(A) Annually Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer 23 USC 106(g)(2)(A) states that the Secretary shall perform annual reviews that address Transportation Departments Financial Management Systems - Financial Integrity elements of the State transportation departments’ financial management systems that affect projects approved under subsection (a). Review Adequacy of Sub- recipient Project Delivery Systems and Sufficient Accounting Controls to Manage Federal Funds 23 USC 106(g)(4)(A)(i) As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer Periodic Reviews of States Monitoring of sub- recipients 23 USC 106(g)(4)(B) As needed Not Applicable Office of Infrastructure District Engineer Chief Engineer Approval of Increased Federal Share Agreement (Sliding Scale) 23 USC 120(b)(2) As determined by the Federal Share Agreement Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Off

AND AMENDMENTS. A. This S&O Agreement will take effect as of the effective date of the signature of the FHWA Texas California Division Administrator, who shall sign this S&O Agreement last. B. The California Division and TxDOT Caltrans agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: • Significant new legislation, Executive orders, or other initiatives affecting the relationship or responsibilities of one or both parties to the S&O Agreement occurs; • Leadership, or leadership direction, changes at TxDOT Caltrans or FHWA; or • Priorities shift as a result of audits, public perception, or changes in staffing at either TxDOT Caltrans or the Division Office. C. The Division and TxDOT Caltrans agree that changes may occur to the contents of the Attachments to this S&O Agreement and documents incorporated by reference into the S&O Agreement. Except as provided in paragraph XII.DXII.D and E., and E changes to the Attachments and documents incorporated by reference will not require the Division and TxDOT State DOT to amend the body of this S&O Agreement. The effective date of any revisions to one of these documents shall be clearly visible in the header of the revised document. This Agreement and any revisions to its attachments revised document shall be posted on the Division’s Stewardship and Oversight S&O Agreement internet site within five (5) business days of the effective date. D. Any changes to the high risk categories must be documented by an amendment to this S&O Agreement. E. Any changes to the Project Action Responsibility Matrix Matrix- Attachment A must be approved by the FHWA Office of Infrastructure in writing and documented by an amendment to this S&O Agreement. However, as per Section IV C, Caltrans may request FHWA to carry out one or more non NHS approvals or related responsibilities assigned to Caltrans in Attachment A. Such project- specific request does not require an amendment to Attachment A, but such request shall be documented as required in Section IV C. REMAINDER OF PAGE LEFT BLACK INTENTIONALLY Executed this 28th day of May , 2015. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Division Administrator Executed this 28th day of May , 2015. _/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Signature ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Caltrans Director The following matrix identifies Federal-aid highway program (FAHP) project approvals and related responsibilities on a program-wide basisresponsibilities. The matrix specifies which actions ones are assumed by the subject to State DOT assumption under the provisions of 23 U.S.C. 106(c) or other statutory or regulatory authority, as well as those which are reserved to FHWA. In the column entitled “Projects classified on the NHS” if an item is marked “STATE,” it means the State DOT may assume the specified approval and related responsibilities unless the Division determines that the assumption is not appropriate. For projects on the NHS, the FHWA may retain any approval or related action in any box marked “FHWA ” as PoDI projects are not covered deemed appropriate by the matrixDivision. If the FHWA retains any approval or related action in any box marked “FHWA ”, the project is a PoDI, and will require a PoDI plan. For the column marked “Projects off the NHS”, the State DOT must assume all items marked “STATE” unless the State DOT determines the assumption of a particular item by the State DOT is not appropriate. Except as those projects will be governed expressly stated in notes to the matrix below, the State DOT cannot assume any item marked only as “FHWA” in either column. Any item marked only “FHWA” is reserved to FHWA because it is outside the scope of 23 U.S.C. 106(c), or otherwise is reserved to FHWA by a separate PoDI plan that specifies FHWA and law. State responsibilities for the project. TxDOT DOT is responsible for ensuring all individual elements of the project are eligible for FAHP funding, but all final eligibility and participation determinations are retained by FHWA. While FHWA may not delegate decision-making authority to a State DOT unless authorized by law, FHWA may authorize a State DOT to perform work needed to reach the decision point, or to implement the decision. In the matrix, actions marked with an asterisk (“FHWA*”) are those that FHWA has retained but that could have been assumed by the State DOT through FHWA discretion (on the NHS) or by right (off the NHS). Projects requiring those actions are PoDI projects because of FHWA’s retained authority. Those projects will be governed by a separate PoDI Plan. Ensure project in Federal STATE STATE Statewide Transportation Improvement Program (STIP)/Transportation FSTIP)/Transportation Improvement Program (TIP) TxDOT TxDOT Identify proposed funding category TxDOT(1STATE (1) TxDOT(1STATE (1) Obligate funds/approve Federal- aid project agreement, modifications, and project closures (project authorizations) (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Authorize current ▇▇▇▇ (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Review and Accept Financial Plan and Annual Updates for Federal Major Projects over $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Review Cost Estimates for Federal Major Projects over $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot FHWA FHWA be assumed by TxDOTState) FHWA FHWA Develop Financial Plan for Federal Projects between $100 million and $500 million. [23 U.S.C. 106(i)] TxDOT TxDOT STATE STATE All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations excluded from FHWA-TX CA 327 NEPA Assignment MOU. FHWA (2) FHWA (2) All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations included in the FHWA-TX CA 327 NEPA Assignment MOU. TxDOT TxDOT STATE STATE Categorical Exclusion approval actions excluded from FHWA- TX 327 NEPA CA 326 CE Assignment MOU FHWA (2) FHWA (2) Categorical Exclusion approval actions included in the FHWA- TX 327 NEPA CA 326 CE Assignment MOU TxDOT TxDOT STATE STATE Consultant Contract Selection TxDOT(2STATE (3) TxDOT(2STATE (3) Sole source Consultant Contract Selection TxDOT(2STATE (3) TxDOT(2STATE (3) Approve hiring of consultant to serve in a “management” role (Note: this action cannot be assumed by TxDOTState) [23 CFR 172.9] FHWA FHWA Approve consultant agreements and agreement revisions (Federal non-Major Projects) [23 CFR 172.9] TxDOT TxDOT STATE STATE Approve consultant agreements and agreement revisions on Federal Major Projects [23 CFR 172.9] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve exceptions to design standards [23 CFR 625.3(f)] FHWA TxDOT for Interstate (4) or for Non-Interstate TxDOT STATE STATE Interstate System Access Change [23 USC 111] (Note: this action cannot be assumed by TxDOTState) FHWA N/A Interstate System Access Justification Report [23 USC 111] (Note: action may be assumed by State pursuant to 23 USC 111(e)) FHWA(4) STATE N/A Airport Airway highway clearance coordination and respective public interest finding (if required) [23 CFR 620.104] TxDOT TxDOT STATE STATE Approve Project Management FHWA FHWA Plan for Federal Major Projects over $500 million [23 USC 106(h)] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve innovative and Public- Private Partnership projects in accordance with SEP-14 and SEP- 15 (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Provide pre-approval for preventive maintenance project (until FHWA concurs with FHWA FHWA STATE procedures) (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Provide approval of preliminary plans for unusual/complex bridges or structures(3) and other structures on the Interstate. [23 USC 109(a) and FHWA Policy] FHWA (4) N/A Provide approval of preliminary plans for unusual/complex bridges or structures(3) other structures (non-non- Interstate). [23 USC 109(a) and FHWA Policy] TxDOT TxDOT STATE (4) STATE Approve retaining right-of-way encroachments [23 CFR 1.23 (b) & (c)] TxDOT TxDOT STATE STATE Approve use of local force account agreements [23 CFR 635.104 & 204] TxDOT TxDOT STATE STATE Approve use of publicly owned equipment [23 CFR 635.106] TxDOT TxDOT STATE STATE Approve the use of proprietary products, processes STATE STATE [23 CFR ▇▇ ▇▇▇ 635.411] TxDOT TxDOT Concur in use of publicly furnished materials [23 CFR 635.407] TxDOT TxDOT STATE STATE Make feasibility/practicability determination for allowing authorization of construction prior to completion of ROW clearance, utility and railroad work [23 CFR 635.309(b)] TxDOT TxDOT STATE STATE Make public interest finding on whether TxDOT State may proceed with bid advertisement even FHWA for Interstate or TxDOT for Non-Interstate TxDOT though ROW acquisition/relocation activities are not complete for some parcels [23 CFR 635.309(c)(3635.309(c)((3)] FHWA for Interstate STATE for Non-Interstate STATE Ensure compliant ROW certificate is in ▇▇▇▇▇ [▇▇ ▇▇▇ 635.309(c)] TxDOT TxDOT STATE STATE Approve Hardship and Protective FHWA FHWA ▇▇▇▇▇▇ [▇▇ ▇▇▇ 710.503] (If a Federal-aid project) (Note: this action cannot be assumed by TxDOTState) Approve Interstate Real Property Interest Use Agreements [23 CFR 710.405] (Note: this action cannot be assumed by TxDOTState) FHWA N/A Approve non-highway use and ▇▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 1.23(c)] FHWA for Interstate or TxDOT STATE for Non-Interstate (23) TxDOT(2STATE (3) Approve disposal at less than fair market value of federally funded right-of-way, including disposals of access control [23 U.S.C. 156 and156] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve disposal at fair market value of federally funded right-of- way, including disposals of access control [23 CFR 710.409] (Note: 23 CFR 710.201 authorizes FHWA and STATE to agree to scope of property-related oversight and approvals for all actions except those on the Interstate System) FHWA for Interstate or TxDOT STATE for Non-Interstate (23) TxDOT(2STATE (3) Requests for credits toward the non-Federal share of construction costs for early acquisitions, donations or other contributions applied to a project (note: this action cannot be assumed by TxDOTState) FHWA FHWA Federal land transfers [23 CFR 710, Subpart F] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Functional replacement of property [23 CFR 710.509] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Accept Transportation Management Plans (23 CFR 630.1012(b)) TxDOT TxDOT STATE STATE Approval of System Engineering Analysis (for ITS) [23 CFR 940.11] TxDOT TxDOT Approve ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇&▇ [▇▇ ▇▇▇ 630.201] TxDOT TxDOT STATE STATE Authorize advance construction and conversions [23 CFR 630.703 & 709] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve utility or railroad force account work [23 CFR 645.113 & 646.216] TxDOT TxDOT STATE STATE Approve utility and railroad agreements STATE STATE [23 CFR ▇▇ ▇▇▇ 645.113 & 646.216] TxDOT TxDOT Approve use of consultants by utility companies [23 CFR 645.109(b)] TxDOT TxDOT STATE STATE Approve exceptions to maximum railroad protective insurance TxDOT TxDOT limits [23 CFR 646.111] STATE STATE Authorize (approve) advertising Advertising for ▇▇▇▇ [▇▇ ▇▇▇ 635.112, 309] TxDOT TxDOT STATE STATE Approve cost-effectiveness determinations for construction work performed by force account or by contract awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT STATE STATE Approve emergency determinations for contracts awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT STATE STATE Approve construction engineering by local agency [23 CFR 635.105] TxDOT TxDOT STATE STATE Approve advertising period less than 3 weeks [23 CFR 635.112] TxDOT TxDOT STATE STATE Approve addenda during advertising period [23 CFR 635.112] TxDOT TxDOT STATE STATE Concur in award of ▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.114] TxDOT TxDOT Concur in rejection of ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ [23 CFR ▇▇ ▇▇▇ 635.114] all bids TxDOT TxDOT STATE STATE Approval of Design-Build Requests-for-Proposals and ▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.112] TxDOT TxDOT STATE STATE Approve changes and extra work [23 CFR 635.120] TxDOT TxDOT STATE STATE Approve contract time [23 CFR 635.120] extensions TxDOT TxDOT STATE STATE Concur in use of mandatory borrow/disposal sites STATE STATE [23 CFR ▇▇ ▇▇▇ 635.407] TxDOT TxDOT Accept materials certification [23 CFR 637.207] TxDOT TxDOT STATE STATE Concur in settlement of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ contract claims [▇▇ ▇▇▇ 23 CFR 635.124] TxDOT TxDOT STATE STATE Concur in termination of construction contracts [23 CFR 635.125] TxDOT TxDOT STATE STATE Waive Buy America provisions [23 CFR 635.410] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Final inspection/acceptance of completed work [23 USC 114(a)] TxDOT TxDOT STATE STATE Approval of Disadvantaged Business Enterprise (DBE) Project Contract Goal set by the State DOT Caltrans under 49 CFR 26.51(d). [49 CFR 26.51(e)(3)] TxDOT TxDOT STATE STATE Acceptance of Bidder’s Good Faith Efforts to Meet Contract ▇▇▇▇ [▇▇ ▇▇▇ 26.53] or of Prime Contractor’s Good Faith Efforts to Find Another DBE Subcontractor When a DBE Subcontractor is Terminated or Fails to Complete Its Work [49 CFR 26.53(g)] (Note: this action cannot be performed by the FHWA) TxDOT TxDOT STATE STATE Equal Employment Opportunity (EEO) Contract Compliance Review Approval [23 CFR Part 230▇▇▇ ▇▇▇▇ ▇▇▇, Subpart D▇▇▇▇▇▇▇ ▇]). TxDOT TxDOT ▇▇▇▇▇ ▇▇▇▇▇ Training Special Provision – Approval of Project Goal for training slots or hours [23 CFR Part 230, Subpart A] TxDOT TxDOT STATE STATE Training Special Provision – Approval of New Project Training Programs (Note: this action FHWA* FHWA cannot be assumed by TxDOTState) ▇▇▇▇ ▇▇▇▇ [▇▇ ▇▇▇ 23 CFR 230.111(d), (e)] FOOTNOTES:] (1) TxDOT State is responsible for ensuring that all individual elements of the project are eligible. FHWA will check that the scope of the project as described in submitted project agreement is eligible for the category of funding sought. All final eligibility and participation determinations are retained by FHWA. (2) TxDOTIf there is a 23 U.S.C. 326 or 327 assignment or PCE agreement, decisions are handled in accordance with those assignments or agreements. (3) State’s process and modifications to, or variation in process, require FHWA approval. (34) Unusual/Complex bridges and structures are those that the Division determines to have unique foundation problems, new or complex designs, exceptionally long spans, exceptionally large foundations, complex hydrologic (including climate change and extreme weather events) aspects, complex hydraulic elements or scour related elements, or that are designed with procedures that depart from currently recognized acceptable practices (i.e., cable-stay, suspension, arch, segmental concrete, moveable, truss, tunnels, or complex geotechnical walls or ground improvement systems) (4) FHWA retained actions that could have been assumed by TxDOT. Projects requiring these actions are PoDI projects and will be governed by a separate plan. The following matrix is a an example list of program actions. The Division should refer to (Link Removed) for the latest updated version which can be incorporated into the agreement or referenced as a control document. Modify the matrix identifies to reflect the Division and State “Responsible Program Office as well as the Office.” The primary point office of contact should be listed, rather than an individual or the approving official. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Appropriations, Allotments, Obligations 31 USC 1341(a)(1)(A) )& (B); 31 USC 1517(a); 23 USC 118(b); , 23 USC 121 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT Services State will monitor appropriations, allotments and obligations to ensure that all funding is used efficiently within each quarter and use all Obligation Authority (OA) by the end of the year. Approval of Indirect Cost Allocation Plans (ICAPs) 2 C.F.R Part 200, Subpart E;ASMBC-10 E;49 CFR Part 18; 2 CFR 200 Subpart E (previously 2 CFR 225); ASMBC-10 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT Services The State will certify that the ICAP was prepared in accordance with 2 CFR 200 Subpart E. 1 All actions taken on or after December 26, 2014, shall be governed by the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part 200. Part 200 of 2 CFR supersedes 49 CFR Parts 18 and 19, and requirements from OMB Circulars ▇-▇▇, ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇ (which have been placed in OMB guidances); Circulars ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇; and the guidance in Circular A-50 on Single Audit Act follow-up. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks E. FIRE Program Activities FHWA Order 4560.1B 4560.1B1CB (or as superseded) Ongoing Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT Services State will continue to provide oversight and conduct reviews to ensure Federal-Federal- aid compliance. FHWA will review and monitor. TxDOT State responsibilities include multiple tasks in support of risk assessments, conducting reviews and implementation of recommendations. Audit Coordination/FHWA FHWA Order As needed Not Applicable Office of Financial Services State assures corrective action is taken to Financial Statement 4560.1BC (or as Chief resolve audit findings and FHWA will Audit/State External Audit superseded)FMFIA, Financial monitor activities to ensure Reviews/State Internal Audit Reviews FMFIA, 2 C.F.R Part 200, Officer implementation. Audit Reviews Subpart F; ; GAAP, CFO Act of 1990; DOT Order 8000.1C As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT assures corrective action is taken to resolve audit findings and FHWA will monitor activities to ensure implementation. Improper Payments Review Improper Payments Information Act of 2002, PL 107-300, Improper Payments Elimination and Recovery Act of 2010, PL 111-204, Improper Payments Elimination and Recovery Improvement Act of 2012, PL 112-112- 248 Annually Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT Services State will provide all information necessary to document sampled payments and FHWA offices will review and complete appropriate data submittal forms. Transfer of Funds between programs or to other FHWA offices or agencies as requested by State 23 USC 126; , 23 USC 132, and FHWA Order 4551.1 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT Services State will submit requests for transfer programs or to other Chief and FHWA approves and processes the FHWA offices or agencies as requested by State Financial Officer funding transfers between programs, to other States, to other agencies, and to FHWA HQ, Federal Lands, or Research offices. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Reviews of State 23 USC 106(g)(2)(A) Annually Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer 23 USC 106(g)(2)(A) states that the Secretary shall perform annual reviews that address Transportation Departments Financial Management Systems - Financial Integrity elements of the State transportation departments’ financial management systems that affect projects approved under subsection (a). Review Adequacy of Sub- recipient Project Delivery Systems and Sufficient Accounting Controls to Manage Federal Funds 23 USC 106(g)(4)(A)(i) As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer Periodic Reviews of States Monitoring of sub- recipients 23 USC 106(g)(4)(B) As needed Not Applicable Office of Infrastructure District Engineer Chief Engineer Approval of Increased Federal Share Agreement (Sliding Scale) 23 USC 120(b)(2) As determined by the Federal Share Agreement Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial OffNo

AND AMENDMENTS. A. This S&O Agreement will take effect as of the effective date of the signature of the FHWA Texas Arizona Division Administrator, who shall sign this S&O Agreement last. B. The Division and TxDOT ADOT agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: • Significant new legislation, Executive orders, or other initiatives affecting the relationship or responsibilities of one or both parties to the S&O Agreement occurs; • Leadership, or leadership direction, changes at TxDOT ADOT or FHWA; or • Priorities shift as a result of audits, public perception, or changes in staffing at either TxDOT ADOT or Division Office. C. The Division and TxDOT ADOT agree that changes may occur to the contents of the Attachments to this S&O Agreement and documents incorporated by reference into the S&O Agreement. Except as provided in paragraph XII.DXII.D. and E, and E changes to the Attachments and documents incorporated by reference will not require the Division and TxDOT ADOT to amend this S&O Agreement. The effective date of any revisions to one of these documents shall be clearly visible in the header of the revised document. This Agreement and any revisions to its attachments revised document shall be posted on the Division’s Stewardship and Oversight S&O Agreement internet site within five (5) business days of the effective date. D. Any changes to the high risk categories must be documented by an amendment to this S&O Agreement. E. Any changes to the Attachment A - Project Action Responsibility Matrix must be approved by the FHWA Office of Infrastructure in writing and documented by an amendment to this S&O Agreement. REMAINDER OF PAGE LEFT BLACK INTENTIONALLY The following matrix identifies Federal-aid highway program (FAHP) project approvals and related responsibilities on a program-wide basis. The matrix specifies which actions are assumed by the State under the provisions of 23 U.S.C. 106(c) or other statutory or regulatory authority, as well as those which are reserved to FHWA. Projects classified as PoDI projects are not covered by the matrix, as those projects will be governed by a separate PoDI plan that specifies FHWA and State responsibilities for the project. TxDOT In the matrix, actions marked with an asterisk (“FHWA*”) are those that FHWA has retained but that could have been assumed by the State through FHWA discretion (on the NHS) or by right (off the NHS). The State DOT is responsible for ensuring all individual elements of the project are eligible for FAHP funding, but all final eligibility and participation determinations are retained by FHWA. Ensure project in Statewide Transportation Improvement Program (STIP)/Transportation Improvement Program (TIP) TxDOT TxDOT STATE STATE Identify proposed funding category TxDOT(1STATE (1) TxDOT(1STATE (1) Obligate funds/approve Federal- aid project agreement, modifications, and project closures (project authorizations) (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Authorize current ▇▇▇▇ (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Review and Accept Financial Plan and Annual Updates for Federal Major Projects over $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Review Cost Estimates for Federal Major Projects over $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot FHWA FHWA be assumed by TxDOTState) FHWA FHWA Develop Financial Plan for Federal Projects between $100 million and $500 million. [23 U.S.C. 106(i)] TxDOT TxDOT STATE STATE All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations excluded from FHWA-TX 327 NEPA Assignment MOUregulations. (Note: this action cannot be assumed by STATE except under 23 U.S.C. 327) FHWA (2) FHWA All EA/FONSI, EIS/ROD, 4(f), 106, 6(f(2) and other approval actions required by Federal environmental laws and regulations included in the FHWA-TX 327 NEPA Assignment MOU. TxDOT TxDOT Categorical Exclusion approval actions excluded from FHWA- TX 327 NEPA Assignment MOU (Note this action cannot be assumed by the State except through an assignment under 23 U.S.C. 326 or 327, or through a programmatic agreement pursuant to Section 1318(d) of MAP-21 and 23 CFR 771.117(g)) FHWA (2) FHWA Categorical Exclusion approval actions included in the FHWA- TX 327 NEPA Assignment MOU TxDOT TxDOT (2) Consultant Contract Selection TxDOT(2STATE (3) TxDOT(2STATE (3) Sole source Consultant Contract Selection TxDOT(2STATE (3) TxDOT(2STATE (3) Approve hiring of consultant to serve in a “management” role (Note: this action cannot be assumed by TxDOTState) [23 CFR 172.9] FHWA FHWA Approve consultant agreements and agreement revisions (Federal non-Major Projects) [23 CFR 172.9] TxDOT TxDOT STATE STATE Approve consultant agreements and agreement revisions on Federal Major Projects [23 CFR 172.9] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve exceptions to design standards [23 CFR 625.3(f)] FHWA TxDOT for Interstate (4) or for Non-Interstate TxDOT * STATE Interstate System Access Change [23 USC 111] (Note: this action cannot be assumed by TxDOTState) FHWA N/A Interstate System Access Justification Report [23 USC 111] (Note: action may be assumed by State pursuant to 23 USC 111(e)) FHWA(4) STATE N/A Airport highway clearance coordination and respective public interest finding (if required) [23 CFR 620.104] TxDOT TxDOT STATE STATE Approve Project Management FHWA FHWA Plan for Federal Major Projects over $500 million [23 USC 106(h)] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve innovative and Public- Private Partnership projects in accordance with SEP-14 and SEP- 15 (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Provide pre-approval for preventive maintenance project (until FHWA concurs with FHWA FHWA STATE procedures) (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Provide approval of preliminary plans for unusual/complex bridges or structures(3) structures on the Interstate. [23 USC 109(a) and FHWA Policy] FHWA (4) N/A Provide approval of preliminary plans for unusual/complex bridges or structures(3) structures (non-Interstate). [23 USC 109(a) and FHWA Policy] TxDOT TxDOT STATE (4) STATE Approve retaining right-of-way encroachments [23 CFR 1.23 (b) & (c)] TxDOT TxDOT STATE STATE Approve use of local force account agreements [23 CFR 635.104 & 204] TxDOT TxDOT STATE STATE Approve use of publicly owned equipment [23 CFR 635.106] TxDOT TxDOT STATE STATE Approve the use of proprietary products, processes [23 CFR 635.411] TxDOT TxDOT STATE STATE Concur in use of publicly furnished materials [23 CFR 635.407] TxDOT TxDOT STATE STATE Make feasibility/practicability determination for allowing authorization of construction prior to completion of ROW clearance, utility and railroad work [23 CFR 635.309(b)] TxDOT TxDOT STATE STATE Make public interest finding on whether TxDOT State may proceed with bid advertisement even FHWA for Interstate or TxDOT for Non-Interstate TxDOT though ROW acquisition/relocation activities are not complete for some parcels [23 CFR 635.309(c)(3)] FHWA for Interstate STATE for Non-Interstate STATE Ensure compliant ROW certificate is in ▇▇▇▇▇ [▇▇ ▇▇▇ 635.309(c)] TxDOT TxDOT STATE STATE Approve Hardship and Protective FHWA FHWA ▇▇▇▇▇▇ [▇▇ ▇▇▇ 710.503] (If a Federal-aid project) (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve Interstate Real Property Interest Use Agreements [23 CFR 710.405] (Note: this action cannot be assumed by TxDOTState) FHWA N/A Approve non-highway use and ▇▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 1.23(c)] FHWA for Interstate or TxDOT STATE for Non-Interstate (23) TxDOT(2STATE (3) Approve disposal at less than fair market value of federally funded right-of-way, including disposals of access control [23 U.S.C. 156 and156] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve disposal at fair market value of federally funded right-of- way, including disposals of access control [23 CFR 710.409] (Note: 23 CFR 710.201 authorizes FHWA and STATE to agree to scope of property-related oversight and approvals for all actions except those on the Interstate System) FHWA for Interstate or TxDOT STATE for Non-Interstate (23) TxDOT(2STATE (3) Requests for credits toward the non-Federal share of construction costs for early acquisitions, donations or other contributions applied to a project (note: this action cannot be assumed by TxDOTState) FHWA FHWA Process Federal land transfers [23 CFR 710, Subpart F] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Functional Concur on functional replacement of property [23 CFR 710.509] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Accept Transportation Management Plans (23 CFR 630.1012(b)) TxDOT TxDOT STATE STATE Approval of System Engineering Analysis (for ITS) [23 CFR 940.11] TxDOT TxDOT Approve STATE STATE ▇▇▇▇▇▇▇ ▇▇&▇ [▇▇ ▇▇▇ 630.201] TxDOT TxDOT STATE STATE Authorize advance construction and conversions [23 CFR 630.703 & 709] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve utility or railroad force account work [23 CFR 645.113 & 646.216] TxDOT TxDOT STATE STATE Approve utility and railroad agreements [23 CFR 645.113 & 646.216] TxDOT TxDOT STATE STATE Approve use of consultants by utility companies [23 CFR 645.109(b)] TxDOT TxDOT STATE STATE Approve exceptions to maximum railroad protective insurance TxDOT TxDOT limits [23 CFR 646.111] STATE STATE Authorize (approve) advertising for ▇▇▇▇ [▇▇ ▇▇▇ 635.112, 309] TxDOT TxDOT STATE STATE Approve cost-effectiveness determinations for construction work performed by force account or by contract awarded by other than competitive bidding [23 CFR 635.104 && .204] TxDOT TxDOT STATE STATE Approve emergency determinations for contracts awarded by other than competitive bidding [23 CFR 635.104 && .204] TxDOT TxDOT STATE STATE Approve construction engineering by local agency [23 CFR 635.105] TxDOT TxDOT STATE STATE Approve advertising period less than 3 weeks [23 CFR 635.112] TxDOT TxDOT STATE STATE Approve addenda during advertising period [23 CFR 635.112] TxDOT TxDOT STATE STATE Concur in award of ▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.114635.114 (b)] TxDOT TxDOT STATE STATE Concur in rejection of all ▇▇▇▇ [23 CFR 635.114▇▇ ▇▇▇ 635.114 (h)] all bids TxDOT TxDOT STATE STATE Approval of Design-Build Requests-for-Proposals and ▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.112] TxDOT TxDOT STATE STATE Approve changes and extra work [23 CFR 635.120] TxDOT TxDOT STATE STATE Approve major change orders and claims (Over $1 million, 20% of total project costs, work outside project limits, or major changes of scope) [ 23 CFR 635.120(a) & .124] FHWA * STATE Approve contract time extensions [23 CFR 635.120] extensions TxDOT TxDOT STATE STATE Concur in use of mandatory borrow/disposal sites [23 CFR 635.407] TxDOT TxDOT STATE STATE Accept materials certification [23 CFR 637.207] TxDOT TxDOT STATE STATE Concur in settlement of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ contract claims [▇▇ ▇▇▇ 23 CFR 635.124] TxDOT TxDOT STATE STATE Concur in termination of construction contracts [23 CFR 635.125] TxDOT TxDOT STATE STATE Waive Buy America provisions [23 CFR 635.410] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Final inspection/acceptance of completed work [23 USC 114(a)] TxDOT TxDOT STATE STATE Approval of Disadvantaged Business Enterprise (DBE) Project Contract Goal set by the State DOT under 49 CFR 26.51(d). [49 CFR 26.51(e)(3)] TxDOT TxDOT STATE STATE Acceptance of Bidder’s Good Faith Efforts to Meet Contract ▇▇▇▇ [▇▇ ▇▇▇ 26.53] or of Prime Contractor’s Good Faith Efforts to Find Another DBE Subcontractor When a DBE Subcontractor is Terminated or Fails to Complete Its Work [49 CFR 26.53(g)] (Note: this action cannot be performed by the FHWA) TxDOT TxDOT STATE STATE Equal Employment Opportunity (EEO) Contract Compliance Review Approval [23 CFR Part 230▇▇▇ ▇▇▇▇ ▇▇▇, Subpart D▇▇▇▇▇▇▇ ▇]). TxDOT TxDOT ▇▇▇▇▇ ▇▇▇▇▇ Training Special Provision – Approval of Project Goal for training slots or hours [23 CFR Part 230, Subpart A] TxDOT TxDOT STATE STATE Training Special Provision – Approval of New Project Training Programs (Note: this action cannot be assumed by TxDOTState) ▇▇▇▇ ▇▇▇▇ [▇▇ ▇▇▇ 23 CFR 230.111(d), (e)] FOOTNOTES:FHWA FHWA (1) TxDOT State is responsible for ensuring that all individual elements of the project are eligible. FHWA will check that the scope of the project as described in submitted project agreement is eligible for the category of funding sought. All final eligibility and participation determinations are retained by FHWA. . (2) TxDOT’s process and modifications to, or variation in process, require FHWA approval. (3) Unusual/Complex bridges and structures are those that the Division determines to have unique foundation problems, new or complex designs, exceptionally long spans, exceptionally large foundations, complex hydrologic (including climate change and extreme weather events) aspects, complex hydraulic elements or scour related elements, or that are designed with procedures that depart from currently recognized acceptable practices (i.e., cable-stay, suspension, arch, segmental concrete, moveable, truss, tunnels, or complex geotechnical walls or ground improvement systems) (4) FHWA retained actions that could have been assumed by TxDOT. Projects requiring these actions are PoDI projects and will be governed by a separate plan. The following matrix If there is a list of program actions. The matrix identifies the Responsible Program Office as well as the primary point of contact 23 U.S.C. 326 or the approving official. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Appropriations325 assignment or PCE agreement, Allotments, Obligations 31 USC 1341(a)(1)(A) & (B); 31 USC 1517(a); 23 USC 118(b); 23 USC 121 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will monitor appropriations, allotments and obligations to ensure that all funding is used efficiently within each quarter and use all Obligation Authority (OA) by the end of the year. Approval of Indirect Cost Allocation Plans (ICAPs) 2 C.F.R Part 200, Subpart E;ASMBC-10 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will certify that the ICAP was prepared decisions are handled in accordance with 2 CFR 200 Subpart E. 1 All actions taken on those assignments or after December 26, 2014, shall be governed by the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part 200. Part 200 of 2 CFR supersedes 49 CFR Parts 18 and 19, and requirements from OMB Circulars ▇-▇▇, ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇ (which have been placed in OMB guidances); Circulars ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇; and the guidance in Circular A-50 on Single Audit Act follow-up. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks FIRE Program Activities FHWA Order 4560.1B (or as superseded) Ongoing Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will continue to provide oversight and conduct reviews to ensure Federal-aid compliance. FHWA will review and monitor. TxDOT responsibilities include multiple tasks in support of risk assessments, conducting reviews and implementation of recommendations. Audit Coordination/FHWA Financial Statement Audit/State External Audit Reviews/State Internal Audit Reviews FMFIA, 2 C.F.R Part 200, Subpart F; GAAP, CFO Act of 1990; DOT Order 8000.1C As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT assures corrective action is taken to resolve audit findings and FHWA will monitor activities to ensure implementation. Improper Payments Review Improper Payments Information Act of 2002, PL 107-300, Improper Payments Elimination and Recovery Act of 2010, PL 111-204, Improper Payments Elimination and Recovery Improvement Act of 2012, PL 112-248 Annually Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will provide all information necessary to document sampled payments and FHWA offices will review and complete appropriate data submittal forms. Transfer of Funds between programs or to other FHWA offices or agencies as requested by State 23 USC 126; 23 USC 132, and FHWA Order 4551.1 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will submit requests for transfer and FHWA approves and processes the funding transfers between programs, to other States, to other agencies, and to FHWA HQ, Federal Lands, or Research offices. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Reviews of State 23 USC 106(g)(2)(A) Annually Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer 23 USC 106(g)(2)(A) states that the Secretary shall perform annual reviews that address Transportation Departments Financial Management Systems - Financial Integrity elements of the State transportation departments’ financial management systems that affect projects approved under subsection (a). Review Adequacy of Sub- recipient Project Delivery Systems and Sufficient Accounting Controls to Manage Federal Funds 23 USC 106(g)(4)(A)(i) As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer Periodic Reviews of States Monitoring of sub- recipients 23 USC 106(g)(4)(B) As needed Not Applicable Office of Infrastructure District Engineer Chief Engineer Approval of Increased Federal Share Agreement (Sliding Scale) 23 USC 120(b)(2) As determined by the Federal Share Agreement Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Offagreements.

AND AMENDMENTS. A. This S&O Agreement will take effect as of the effective date of the signature of the FHWA Texas [INSERT STATE] Division Administrator, who shall sign this S&O Agreement last. B. The Division and TxDOT State DOT agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: • Significant new legislation, Executive orders, or other initiatives affecting the relationship or responsibilities of one or both parties to the S&O Agreement occurs; • Leadership, or leadership direction, changes at TxDOT the State DOT or FHWA; or • Priorities shift as a result of audits, public perception, or changes in staffing at either TxDOT the State DOT or Division Office. C. The Division and TxDOT State DOT agree that changes may occur to the contents of the Attachments to this S&O Agreement and documents incorporated by reference into the S&O Agreement. Except as provided in paragraph XII.DXII.D and E, and E changes to the Attachments and documents incorporated by reference will not require the Division and TxDOT State DOT to amend this S&O Agreement. The effective date of any revisions to one of these documents shall be clearly visible in the header of the revised document. This Agreement and any revisions to its attachments revised document shall be posted on the Division’s Stewardship and Oversight S&O Agreement internet site within five (5) business days of the effective date. D. Any changes to the high risk categories must be documented by an amendment to this S&O Agreement. E. Any changes to the Project Action Responsibility Matrix must be approved by the FHWA Office of Infrastructure in writing and documented by an amendment to this S&O Agreement. (Drafting Note: The Project Action Responsibility Matrix is generally Attachment A.) REMAINDER OF PAGE LEFT BLACK INTENTIONALLY EXECUTION BY THE FHWA [INSERT STATE] DIVISION OFFICE Executed this day of , 201 . [INSERT NAME] Division Administrator EXECUTION BY THE [INSERT NAME OF STATE DOT] Executed this day of , 201 . [INSERT NAME] If FHWA retains an action the State could have assumed (on the NHS) or has a right to assume (off the NHS), the affected projects become PoDI projects. 1 Matrix users may find it easier to identify such situations if you ▇▇▇▇ such instances in the matrix with a note or asterisk (*). 1 The following matrix identifies are considered PoDI projects: Major Projects (>$500M); Appalachian Development Highway Projects; TIGER Discretionary Grant Projects; NHS Projects with Retained FHWA Project Approval; Non-NHS Projects with Retained FHWA Project Approval; and Projects Selected by FHWA for Risk-based Stewardship & Oversight. Regardless of retained project approval actions, any Federal-aid highway program Highway Project either on or off the NHS that the Division identifies as having an elevated level of risk can be selected for risk-based stewardship and oversight and would then be identified as a PoDI. Please see “Projects of Division Interest (FAHPPoDI)/Projects of Corporate Interest (PoCI) project approvals and related responsibilities on a program-wide basis. Guidance (available at ▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇.▇▇▇/federalaid/stewardship/ ) The matrix specifies which actions are assumed by the State under the provisions of 23 U.S.C. 106(c) or other statutory or regulatory authority, as well as those which are reserved to FHWA. Projects classified as PoDI projects are not covered by the matrix, as those projects will be governed by a separate PoDI plan that specifies FHWA and State responsibilities for the project. TxDOT DOT is responsible for ensuring all individual elements of the project are eligible for FAHP funding, but all final eligibility and participation determinations are retained by FHWA. PROGRAMMING (All phases) Ensure project in Statewide Transportation Improvement Program (STIP)/Transportation Improvement Program (TIP) TxDOT TxDOT STATE STATE Identify proposed funding category TxDOT(1STATE(1) TxDOT(1STATE(1) FINANCIAL MANAGMENT (All phases) Obligate funds/approve Federal- aid project agreement, modifications, and project closures (project authorizations) (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Authorize current ▇▇▇▇ (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Review and Accept Financial Plan and Annual Updates for Federal Major Projects over $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA PROJECTS ON THE NHS PROJECTS OFF THE NHS Review Cost Estimates for Federal Major Projects over $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot FHWA FHWA be assumed by TxDOTState) FHWA FHWA Develop Financial Plan for Federal Projects between $100 million and $500 million. [23 U.S.C. 106(i)] TxDOT TxDOT STATE STATE ENVIRONMENT (All phases) All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations excluded from FHWA-TX 327 NEPA Assignment MOUregulations. FHWA FHWA All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations included in the FHWA-TX 327 NEPA Assignment MOU. TxDOT TxDOT Categorical Exclusion approval actions excluded from FHWA- TX 327 NEPA Assignment MOU FHWA FHWA Categorical Exclusion approval actions included in the FHWA- TX 327 NEPA Assignment MOU TxDOT TxDOT Consultant Contract Selection TxDOT(2) TxDOT(2) Sole source Consultant Contract Selection TxDOT(2) TxDOT(2) Approve hiring of consultant to serve in a “management” role (Note: this action cannot be assumed by TxDOTSTATE except under 23 U.S.C. 327) [23 CFR 172.9] FHWA FHWA Approve consultant agreements and agreement revisions FHWA(2) FHWA(2) Categorical Exclusion approval actions (Federal non-Major Projects) [23 CFR 172.9] TxDOT TxDOT Approve consultant agreements and agreement revisions on Federal Major Projects [23 CFR 172.9] (Note: Note this action cannot be assumed by TxDOTthe State except through an assignment under 23 U.S.C. 326 or 327, or through a programmatic agreement pursuant to Section 1318(d) FHWA FHWA Approve exceptions to design standards [of MAP-21 and 23 CFR 625.3(f771.117(g)] FHWA TxDOT for Interstate (4) or for Non-Interstate TxDOT Interstate System Access Change [23 USC 111] (Note: this action cannot be assumed by TxDOT) FHWA N/A Interstate System Access Justification Report [23 USC 111] (Note: action may be assumed by State pursuant to 23 USC 111(e)) FHWA(4FHWA(2) N/A Airport highway clearance coordination and respective public interest finding (if required) [23 CFR 620.104] TxDOT TxDOT Approve Project Management FHWA FHWA Plan for Federal Major Projects over $500 million [23 USC 106(hFHWA(2)] (Note: this action cannot be assumed by TxDOT) Approve innovative and Public- Private Partnership projects in accordance with SEP-14 and SEP- 15 (Note: this action cannot be assumed by TxDOT) FHWA FHWA Provide pre-approval for preventive maintenance project (until FHWA concurs with FHWA FHWA STATE procedures) (Note: this action cannot be assumed by TxDOT) Provide approval of preliminary plans for unusual/complex bridges or structures(3) on the Interstate. [23 USC 109(a) and FHWA Policy] FHWA N/A Provide approval of preliminary plans for unusual/complex bridges or structures(3) (non-Interstate). [23 USC 109(a) and FHWA Policy] TxDOT TxDOT Approve retaining right-of-way encroachments [23 CFR 1.23 (b) & (c)] TxDOT TxDOT Approve use of local force account agreements [23 CFR 635.104 & 204] TxDOT TxDOT Approve use of publicly owned equipment [23 CFR 635.106] TxDOT TxDOT Approve the use of proprietary products, processes [23 CFR 635.411] TxDOT TxDOT Concur in use of publicly furnished materials [23 CFR 635.407] TxDOT TxDOT Make feasibility/practicability determination for allowing authorization of construction prior to completion of ROW clearance, utility and railroad work [23 CFR 635.309(b)] TxDOT TxDOT Make public interest finding on whether TxDOT may proceed with bid advertisement even FHWA for Interstate or TxDOT for Non-Interstate TxDOT though ROW acquisition/relocation activities are not complete for some parcels [23 CFR 635.309(c)(3)] Ensure compliant ROW certificate is in ▇▇▇▇▇ [▇▇ ▇▇▇ 635.309(c)] TxDOT TxDOT Approve Hardship and Protective FHWA FHWA ▇▇▇▇▇▇ [▇▇ ▇▇▇ 710.503] (If a Federal-aid project) (Note: this action cannot be assumed by TxDOT) Approve Interstate Real Property Interest Use Agreements [23 CFR 710.405] (Note: this action cannot be assumed by TxDOT) FHWA N/A Approve non-highway use and ▇▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 1.23(c)] FHWA for Interstate or TxDOT for Non-Interstate (2) TxDOT(2) Approve disposal at less than fair market value of federally funded right-of-way, including disposals of access control [23 U.S.C. 156 and] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Approve disposal at fair market value of federally funded right-of- way, including disposals of access control [23 CFR 710.409] (Note: 23 CFR 710.201 authorizes FHWA and STATE to agree to scope of property-related oversight and approvals for all actions except those on the Interstate System) FHWA for Interstate or TxDOT for Non-Interstate (2) TxDOT(2) Requests for credits toward the non-Federal share of construction costs for early acquisitions, donations or other contributions applied to a project (note: this action cannot be assumed by TxDOT) FHWA FHWA Federal land transfers [23 CFR 710, Subpart F] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Functional replacement of property [23 CFR 710.509] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Accept Transportation Management Plans (23 CFR 630.1012(b)) TxDOT TxDOT Approval of System Engineering Analysis (for ITS) [23 CFR 940.11] TxDOT TxDOT Approve ▇▇&▇ [▇▇ ▇▇▇ 630.201] TxDOT TxDOT Authorize advance construction and conversions [23 CFR 630.703 & 709] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Approve utility or railroad force account work [23 CFR 645.113 & 646.216] TxDOT TxDOT Approve utility and railroad agreements [23 CFR 645.113 & 646.216] TxDOT TxDOT Approve use of consultants by utility companies [23 CFR 645.109(b)] TxDOT TxDOT Approve exceptions to maximum railroad protective insurance TxDOT TxDOT limits [23 CFR 646.111] Authorize (approve) advertising for ▇▇▇▇ [▇▇ ▇▇▇ 635.112, 309] TxDOT TxDOT Approve cost-effectiveness determinations for construction work performed by force account or by contract awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT Approve emergency determinations for contracts awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT Approve construction engineering by local agency [23 CFR 635.105] TxDOT TxDOT Approve advertising period less than 3 weeks [23 CFR 635.112] TxDOT TxDOT Approve addenda during advertising period [23 CFR 635.112] TxDOT TxDOT Concur in award of ▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.114] TxDOT TxDOT Concur in rejection of [23 CFR 635.114] all bids TxDOT TxDOT Approval of Design-Build Requests-for-Proposals and ▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.112] TxDOT TxDOT Approve changes and extra work [23 CFR 635.120] TxDOT TxDOT Approve contract time [23 CFR 635.120] extensions TxDOT TxDOT Concur in use of mandatory borrow/disposal sites [23 CFR 635.407] TxDOT TxDOT Accept materials certification [23 CFR 637.207] TxDOT TxDOT Concur in settlement of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.124] TxDOT TxDOT Concur in termination of construction contracts [23 CFR 635.125] TxDOT TxDOT Waive Buy America provisions [23 CFR 635.410] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Final inspection/acceptance of completed work [23 USC 114(a)] TxDOT TxDOT Approval of Disadvantaged Business Enterprise (DBE) Project Contract Goal set by the State DOT under 49 CFR 26.51(d). [49 CFR 26.51(e)(3)] TxDOT TxDOT Acceptance of Bidder’s Good Faith Efforts to Meet Contract ▇▇▇▇ [▇▇ ▇▇▇ 26.53] or of Prime Contractor’s Good Faith Efforts to Find Another DBE Subcontractor When a DBE Subcontractor is Terminated or Fails to Complete Its Work [49 CFR 26.53(g)] (Note: this action cannot be performed by the FHWA) TxDOT TxDOT Equal Employment Opportunity (EEO) Contract Compliance Review Approval [23 CFR Part 230, Subpart D]). TxDOT TxDOT Training Special Provision – Approval of Project Goal for training slots or hours [23 CFR Part 230, Subpart A] TxDOT TxDOT Training Special Provision – Approval of New Project Training Programs (Note: this action cannot be assumed by TxDOT) ▇▇▇▇ ▇▇▇▇ [▇▇ ▇▇▇ 230.111(d), (e)] FOOTNOTES: (1) TxDOT is responsible for ensuring that all individual elements of the project are eligible. FHWA will check that the scope of the project as described in submitted project agreement is eligible for the category of funding sought. All final eligibility and participation determinations are retained by FHWA. (2) TxDOT’s process and modifications to, or variation in process, require FHWA approval. (3) Unusual/Complex bridges and structures are those that the Division determines to have unique foundation problems, new or complex designs, exceptionally long spans, exceptionally large foundations, complex hydrologic (including climate change and extreme weather events) aspects, complex hydraulic elements or scour related elements, or that are designed with procedures that depart from currently recognized acceptable practices (i.e., cable-stay, suspension, arch, segmental concrete, moveable, truss, tunnels, or complex geotechnical walls or ground improvement systems) (4) FHWA retained actions that could have been assumed by TxDOT. Projects requiring these actions are PoDI projects and will be governed by a separate plan. The following matrix is a list of program actions. The matrix identifies the Responsible Program Office as well as the primary point of contact or the approving official. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Appropriations, Allotments, Obligations 31 USC 1341(a)(1)(A) & (B); 31 USC 1517(a); 23 USC 118(b); 23 USC 121 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will monitor appropriations, allotments and obligations to ensure that all funding is used efficiently within each quarter and use all Obligation Authority (OA) by the end of the year. Approval of Indirect Cost Allocation Plans (ICAPs) 2 C.F.R Part 200, Subpart E;ASMBC-10 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will certify that the ICAP was prepared in accordance with 2 CFR 200 Subpart E. 1 All actions taken on or after December 26, 2014, shall be governed by the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part 200. Part 200 of 2 CFR supersedes 49 CFR Parts 18 and 19, and requirements from OMB Circulars ▇-▇▇, ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇ (which have been placed in OMB guidances); Circulars ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇; and the guidance in Circular A-50 on Single Audit Act follow-up. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks FIRE Program Activities FHWA Order 4560.1B (or as superseded) Ongoing Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will continue to provide oversight and conduct reviews to ensure Federal-aid compliance. FHWA will review and monitor. TxDOT responsibilities include multiple tasks in support of risk assessments, conducting reviews and implementation of recommendations. Audit Coordination/FHWA Financial Statement Audit/State External Audit Reviews/State Internal Audit Reviews FMFIA, 2 C.F.R Part 200, Subpart F; GAAP, CFO Act of 1990; DOT Order 8000.1C As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT assures corrective action is taken to resolve audit findings and FHWA will monitor activities to ensure implementation. Improper Payments Review Improper Payments Information Act of 2002, PL 107-300, Improper Payments Elimination and Recovery Act of 2010, PL 111-204, Improper Payments Elimination and Recovery Improvement Act of 2012, PL 112-248 Annually Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will provide all information necessary to document sampled payments and FHWA offices will review and complete appropriate data submittal forms. Transfer of Funds between programs or to other FHWA offices or agencies as requested by State 23 USC 126; 23 USC 132, and FHWA Order 4551.1 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will submit requests for transfer and FHWA approves and processes the funding transfers between programs, to other States, to other agencies, and to FHWA HQ, Federal Lands, or Research offices. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Reviews of State 23 USC 106(g)(2)(A) Annually Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer 23 USC 106(g)(2)(A) states that the Secretary shall perform annual reviews that address Transportation Departments Financial Management Systems - Financial Integrity elements of the State transportation departments’ financial management systems that affect projects approved under subsection (a). Review Adequacy of Sub- recipient Project Delivery Systems and Sufficient Accounting Controls to Manage Federal Funds 23 USC 106(g)(4)(A)(i) As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer Periodic Reviews of States Monitoring of sub- recipients 23 USC 106(g)(4)(B) As needed Not Applicable Office of Infrastructure District Engineer Chief Engineer Approval of Increased Federal Share Agreement (Sliding Scale) 23 USC 120(b)(2) As determined by the Federal Share Agreement Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Off

AND AMENDMENTS. A. This S&O Agreement will take effect as of the effective date of the signature of the FHWA Texas North Carolina Division Administrator, who shall sign this S&O Agreement last. B. The Division and TxDOT NCDOT agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: • Significant new legislation, Executive orders, or other initiatives affecting the relationship or responsibilities of one or both parties to the S&O Agreement occurs; • Leadership, or leadership direction, changes at TxDOT NCDOT or FHWA; or • Priorities shift as a result of audits, public perception, or changes in staffing change at either TxDOT NCDOT or Division Office. C. The Division and TxDOT NCDOT agree that changes may occur to the contents of the Attachments to this S&O Agreement and documents incorporated by reference into the S&O Agreement. Except as provided in paragraph XII.DXII.D and E, and E changes to the Attachments attachments and documents incorporated by reference will not require the Division and TxDOT NCDOT to amend this S&O Agreement. The effective date of any revisions to one of these documents shall be clearly visible in the header of the revised document. This Agreement and any revisions changes to its attachments Attachment A shall be posted on the Division’s Stewardship and Oversight S&O Agreement internet site within five (5) business days of the effective date. D. Any changes to the high risk categories must be documented by an amendment to this S&O Agreement. E. Any changes to the Project Action Responsibility Matrix must be approved by the FHWA Office of Infrastructure in writing and documented by an amendment to this S&O Agreement. REMAINDER OF PAGE LEFT BLACK BLANK INTENTIONALLY The following matrix identifies Federal-aid highway program (FAHP) project approvals and related responsibilities on a program-wide basisExecuted this 2nd day of _June , 2015. The matrix specifies which actions are assumed by the State under the provisions _/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III_ Signature ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, III Division Administrator Executed this 1st day of 23 U.S.C. 106(c) or other statutory or regulatory authorityJune , as well as those which are reserved to FHWA2015. Projects classified as PoDI projects are not covered by the matrix, as those projects will be governed by a separate PoDI plan that specifies FHWA and State responsibilities for the projectSecretary ▇▇▇▇▇▇▇ ▇. TxDOT Tata North Carolina Department of Transportation NCDOT is responsible for ensuring all individual elements of the project are eligible for FAHP funding, but all final eligibility and participation determinations are retained by FHWA. Ensure project in Statewide Transportation Improvement Program (STIP)/Transportation Improvement Program (TIP) TxDOT TxDOT STATE STATE Identify proposed funding category TxDOT(1STATE(1) TxDOT(1STATE(1) Obligate funds/approve Federal- aid project agreement, modifications, and project closures (project authorizations) (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Authorize current ▇▇▇▇ (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Review and Accept Financial Plan and Annual Updates for Federal Major Projects over $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Review Cost Estimates for Federal Major Projects over $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot FHWA FHWA be assumed by TxDOTFHWA FHWA State) Develop Financial Plan for Federal Projects between $100 million and $500 million. [23 U.S.C. 106(i)] TxDOT TxDOT STATE STATE All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations excluded from FHWA-TX 327 NEPA Assignment MOUregulations. (Note: this action cannot be assumed by STATE except under 23 U.S.C. 327) FHWA (2) FHWA All EA/FONSI, EIS/ROD, 4(f), 106, 6(f(2) and other approval actions required by Federal environmental laws and regulations included in the FHWA-TX 327 NEPA Assignment MOU. TxDOT TxDOT Categorical Exclusion approval actions excluded from FHWA- TX 327 NEPA Assignment MOU (Note this action cannot be assumed by the State except through an assignment under 23 U.S.C. 326 or 327, or through a programmatic agreement pursuant to Section 1318(d) of MAP-21 and 23 CFR 771.117(g)) FHWA (2) FHWA Categorical Exclusion approval actions included in the FHWA- TX 327 NEPA Assignment MOU TxDOT TxDOT (2) Consultant Contract Selection TxDOT(2STATE (3) TxDOT(2STATE (3) Sole source Consultant Contract Selection TxDOT(2STATE (3) TxDOT(2STATE (3) Approve hiring of consultant to serve in a “management” role (Note: this action cannot be assumed by TxDOTState) [23 CFR 172.9] FHWA FHWA Approve consultant agreements and agreement revisions (Federal non-Major Projects) [23 CFR 172.9] TxDOT TxDOT STATE STATE Approve consultant agreements and agreement revisions on Federal Major Projects [23 CFR 172.9] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve exceptions to design standards [23 CFR 625.3(f)] FHWA TxDOT for Interstate STATE STATE (45) or for Non-Interstate TxDOT Interstate System Access Change [23 USC 111] (Note: this action cannot be assumed by TxDOTState) FHWA N/A Interstate System Access Justification Report [23 USC 111] (Note: action may be assumed by State pursuant to 23 USC 111(e)) FHWA(4) FHWA N/A Airport highway clearance coordination and respective public interest finding (if required) [23 CFR 620.104] TxDOT TxDOT STATE STATE Approve Project Management FHWA FHWA Plan for Federal Major Projects over $500 million [23 USC 106(h)] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve innovative and Public- Private Partnership projects in accordance with SEP-14 and SEP- 15 (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Provide pre-approval for preventive maintenance project (until FHWA concurs with FHWA FHWA STATE procedures) (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Provide approval of preliminary plans for unusual/complex bridges or structures(3) structures on the Interstate. [23 USC 109(a) and FHWA Policy] FHWA (4) N/A Provide approval of preliminary plans for unusual/complex bridges or structures(3) structures (non-Interstate). [23 USC 109(a) and FHWA Policy] TxDOT TxDOT Approve retaining right-of-way encroachments [23 CFR 1.23 STATE (b4) & (c)] TxDOT TxDOT Approve use of local force account agreements [23 CFR 635.104 & 204] TxDOT TxDOT Approve use of publicly owned equipment [23 CFR 635.106] TxDOT TxDOT Approve the use of proprietary products, processes [23 CFR 635.411] TxDOT TxDOT Concur in use of publicly furnished materials [23 CFR 635.407] TxDOT TxDOT STATE Make feasibility/practicability determination for allowing authorization of construction prior to completion of ROW Right-of-Way clearance, utility and railroad work STATE STATE work. [23 CFR 635.309(b)] TxDOT TxDOT Make public interest finding on FHWA for Interstate STATE for Non-Interstate STATE whether TxDOT State may proceed with bid advertisement even FHWA for Interstate or TxDOT for Nonthough Right-Interstate TxDOT though ROW of-Way acquisition/relocation activities are not complete for some parcels [23 CFR 635.309(c)(3)] Ensure compliant ROW Right-of-Way certificate is in ▇▇▇▇▇ [▇▇ ▇▇▇ 635.309(c)] TxDOT TxDOT STATE STATE Approve Hardship and Protective FHWA FHWA ▇▇▇▇▇▇ [▇▇ ▇▇▇ 710.503] (If a Federal-aid project) (Note: this action cannot be assumed by TxDOT) Approve Interstate Real Property Interest Use Agreements [23 CFR 710.405] (Note: this action cannot be assumed by TxDOTState) FHWA N/A Approve non-highway use and ▇▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 1.23(c)] FHWA for Interstate or TxDOT STATE for Non-Interstate (23) TxDOT(2STATE (3) Approve disposal at less than fair FHWA FHWA market value of federally funded right-of-wayreal property, including disposals of access control [23 U.S.C. 156 and156] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve disposal at fair market value of federally funded right-of- wayreal property, including disposals of access control [23 CFR 710.409] (Note: 23 CFR 710.201 authorizes FHWA and STATE to agree to scope of property-related oversight and approvals for all actions except those on the Interstate System) FHWA for Interstate or TxDOT STATE for Non-Interstate (23) TxDOT(2STATE (3) Requests for credits toward the non-Federal share of construction costs for early acquisitions, donations or other contributions applied to a project (note: this action cannot be assumed by TxDOTState) FHWA FHWA Federal land transfers [23 CFR 710, Subpart F] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Functional replacement of property [23 CFR 710.509] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Accept Transportation Management Plans (23 CFR 630.1012(b)) TxDOT TxDOT STATE STATE Approval of System Engineering Analysis (for ITS) [23 CFR 940.11] TxDOT TxDOT Approve ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇&▇ [▇▇ ▇▇▇ 630.201] TxDOT TxDOT STATE STATE Authorize advance construction and conversions [23 CFR 630.703 & 709] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve utility or railroad force account work [23 CFR 645.113 & 646.216] TxDOT TxDOT STATE STATE Approve utility and railroad agreements [23 CFR 645.113 & 646.216] TxDOT TxDOT STATE STATE Approve use of consultants by utility and railroad companies [23 CFR 645.109(b) & 646.216(b)] TxDOT TxDOT STATE STATE Approve exceptions to maximum railroad protective insurance TxDOT TxDOT limits [23 CFR 646.111] STATE STATE Authorize (approve) advertising for ▇▇▇▇ bids. [▇▇ ▇▇▇ 23 CFR 635.112, 309] TxDOT TxDOT STATE STATE Approve cost-effectiveness determinations for construction work performed by force account or by contract awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT STATE STATE Approve use of local force account agreements [23 CFR 635.104 & 204] STATE STATE Approve use of publicly owned equipment [23 CFR 635.411] STATE STATE Approve the use of proprietary products, processes [23 CFR 635.411] STATE STATE Concur in use of publicly furnished materials [23 CFR 635.407] STATE STATE Approve emergency determinations for contracts awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT STATE STATE Approve construction engineering by local agency [23 CFR 635.105] TxDOT TxDOT STATE STATE Approve advertising period less than 3 weeks [23 CFR 635.112] TxDOT TxDOT FHWA FHWA Approve addenda during advertising period [23 CFR 635.112] TxDOT TxDOT STATE STATE Concur in award of ▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.114] TxDOT TxDOT Concur in rejection of ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ [23 CFR ▇▇ ▇▇▇ 635.114] all bids TxDOT TxDOT STATE STATE Approval of Design-Build Requests-for-Proposals and ▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.112] TxDOT TxDOT STATE STATE Approve changes and extra work [23 CFR 635.120] TxDOT TxDOT STATE STATE Approve contract time [23 CFR 635.120] extensions TxDOT TxDOT STATE STATE Concur in use of mandatory borrow/disposal sites [23 CFR 635.407] TxDOT TxDOT STATE STATE Accept materials certification [23 CFR 637.207] TxDOT TxDOT STATE N/A Concur in settlement of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.124] TxDOT TxDOT STATE STATE Concur in termination of construction contracts [23 CFR 635.125] TxDOT TxDOT STATE STATE Waive Buy America provisions [23 CFR 635.410] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Final inspection/acceptance of completed work [23 USC 114(a)] TxDOT TxDOT STATE STATE Approval of Disadvantaged STATE STATE Business Enterprise (DBE) Project Contract Goal set by the State DOT under 49 CFR 26.51(d). [49 CFR 26.51(e)(3)] TxDOT TxDOT Acceptance of Bidder’s Good Faith Efforts to Meet Contract ▇▇▇▇ [▇▇ ▇▇▇ 26.53] or of Prime Contractor’s Good Faith Efforts to Find Another DBE Subcontractor When a DBE Subcontractor is Terminated or Fails to Complete Its Work [49 CFR 26.53(g)] (Note: this action cannot be performed by the FHWA) TxDOT TxDOT STATE STATE Equal Employment Opportunity (EEOEO) Contract Compliance Review Approval [23 CFR Part 230▇▇▇ ▇▇▇▇ ▇▇▇, Subpart D▇▇▇▇▇▇▇ ▇]). TxDOT TxDOT ▇▇▇▇▇ ▇▇▇▇▇ Training Special Provision – STATE STATE Approval of Project Goal for training slots or hours [23 CFR Part 230, Subpart A] TxDOT TxDOT Training Special Provision – FHWA FHWA Approval of New Project Training Programs (Note: this action cannot be assumed by TxDOTState) ▇▇▇▇ ▇▇▇▇ [▇▇ ▇▇▇ 23 CFR 230.111(d), (e)] FOOTNOTES: (1) TxDOT State is responsible for ensuring that all individual elements of the project are eligible. FHWA will check that the scope of the project as described in submitted project agreement is eligible for the category of funding sought. All final eligibility and participation determinations are retained by FHWA. (2) TxDOTIf there is a 23 U.S.C. 326 or 325 assignment or PCE agreement, decisions are handled in accordance with those assignments or agreements. (3) State’s process and modifications to, or variation in process, require FHWA approval. (34) Unusual/Complex bridges and structures are those that the Division determines to have unique foundation problems, new or complex designs, exceptionally long spans, exceptionally large foundations, complex hydrologic (including climate change and extreme weather events) aspects, complex hydraulic elements or scour related elements, or that are designed with procedures that depart from currently recognized acceptable practices (i.e., cable-stay, suspension, arch, segmental concrete, moveable, truss, tunnels, or complex geotechnical walls or ground improvement systems) (45) FHWA retained actions that could have been assumed by TxDOT. Projects requiring these actions are PoDI projects The State will justify and will be governed by a separate plan. The following matrix is a list of program actions. The matrix identifies the Responsible Program Office as well as the primary point of contact or the approving official. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Appropriationsdocument exceptions to its design standards according to its law, Allotments, Obligations 31 USC 1341(a)(1)(A) & (B); 31 USC 1517(a); 23 USC 118(b); 23 USC 121 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will monitor appropriations, allotments and obligations to ensure that all funding is used efficiently within each quarter and use all Obligation Authority (OA) by the end of the year. Approval of Indirect Cost Allocation Plans (ICAPs) 2 C.F.R Part 200, Subpart E;ASMBC-10 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will certify that the ICAP was prepared in accordance with 2 CFR 200 Subpart E. 1 All actions taken on or after December 26, 2014, shall be governed by the Uniform Administrative Requirements, Cost Principlesregulation, and Audit Requirements directives. FHWA does not have oversight responsibility for this activity because there is no Federal Awards in 2 CFR Part 200. Part 200 of 2 CFR supersedes 49 CFR Parts 18 and 19, and requirements from OMB Circulars ▇-▇▇, ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇ (which have been placed in OMB guidances); Circulars ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇; and the guidance in Circular A-50 on Single Audit Act follow-up. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks FIRE Program Activities FHWA Order 4560.1B (or as superseded) Ongoing Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will continue to provide oversight and conduct reviews to ensure requirement for design exceptions for Federal-aid complianceprojects off the NHS. This activity is not considered a Federal action; thus, does not by itself trigger a FHWA will review and monitor. TxDOT responsibilities include multiple tasks in support of risk assessments, conducting reviews and implementation of recommendations. Audit Coordination/FHWA Financial Statement Audit/State External Audit Reviews/State Internal Audit Reviews FMFIA, 2 C.F.R Part 200, Subpart F; GAAP, CFO Act of 1990; DOT Order 8000.1C As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT assures corrective action is taken to resolve audit findings and FHWA will monitor activities to ensure implementation. Improper Payments Review Improper Payments Information Act of 2002, PL 107-300, Improper Payments Elimination and Recovery Act of 2010, PL 111-204, Improper Payments Elimination and Recovery Improvement Act of 2012, PL 112-248 Annually Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will provide all information necessary to document sampled payments and FHWA offices will review and complete appropriate data submittal forms. Transfer of Funds between programs or to other FHWA offices or agencies as requested by State 23 USC 126; 23 USC 132, and FHWA Order 4551.1 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will submit requests for transfer and FHWA approves and processes the funding transfers between programs, to other States, to other agencies, and to FHWA HQ, Federal Lands, or Research offices. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Reviews of State 23 USC 106(g)(2)(A) Annually Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer 23 USC 106(g)(2)(A) states that the Secretary shall perform annual reviews that address Transportation Departments Financial Management Systems - Financial Integrity elements of the State transportation departments’ financial management systems that affect projects approved environmental analysis under subsection (a). Review Adequacy of Sub- recipient Project Delivery Systems and Sufficient Accounting Controls to Manage Federal Funds 23 USC 106(g)(4)(A)(i) As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer Periodic Reviews of States Monitoring of sub- recipients 23 USC 106(g)(4)(B) As needed Not Applicable Office of Infrastructure District Engineer Chief Engineer Approval of Increased Federal Share Agreement (Sliding Scale) 23 USC 120(b)(2) As determined by the Federal Share Agreement Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial OffNEPA.

AND AMENDMENTS. A. This S&O Agreement will take effect as of the effective date of the signature of the FHWA Texas Vermont Division Administrator, who shall sign this S&O Agreement last. B. The Division and TxDOT VTrans agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: • Significant new legislation, Executive orders, or other initiatives affecting the relationship or responsibilities of one or both parties to the S&O Agreement occurs; • Leadership, or leadership direction, changes at TxDOT VTrans or FHWA; or • Priorities shift as a result of audits, public perception, or changes in staffing at either TxDOT VTrans or Division Office. C. The Division and TxDOT VTrans agree that changes may occur to the contents of the Attachments to this S&O Agreement and documents incorporated by reference into the S&O Agreement. Except as provided in paragraph XII.DXII.D and E, and E changes to the Attachments and documents incorporated by reference will not require the Division and TxDOT VTrans to amend this S&O Agreement. The effective date of any revisions to one of these documents shall be clearly visible in the header of the revised document. This Agreement and any revisions to its attachments revised document shall be posted on the Division’s Stewardship and Oversight S&O Agreement internet site within five (5) business days of the effective date. D. Any changes to the high risk categories must be documented by an amendment to this S&O Agreement. E. Any changes to the Project Action Responsibility Matrix must be approved by the FHWA Office of Infrastructure in writing and documented by an amendment to this S&O Agreement. REMAINDER OF PAGE LEFT BLACK BLANK INTENTIONALLY The following matrix identifies Federal-aid highway program Executed this 18th day of May , 2015 Executed this 18th day of May , 2015 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Secretary In the matrix, actions marked with an asterisk (FAHP“FHWA*”) project approvals and related responsibilities on a program-wide basis. The matrix specifies which actions are those that FHWA has retained but that could have been assumed by the State under through FHWA discretion (on the provisions of 23 U.S.C. 106(cNHS) or other statutory or regulatory authority, as well as those which are reserved to FHWAby right (off the NHS). Projects classified as requiring those actions are PoDI projects are not covered by the matrix, as those because of FHWA’s retained authority. Those projects will be governed by a separate PoDI plan that specifies FHWA and State responsibilities for the projectPlan. TxDOT VTrans is responsible for ensuring all individual elements of the project are eligible for FAHP funding, but all final eligibility and participation determinations are retained by FHWA. Ensure project in Statewide Transportation Improvement Program (STIP)/Transportation Improvement Program (TIP) TxDOT TxDOT STATE STATE Identify proposed funding category TxDOT(1STATE(1) TxDOT(1STATE(1) Obligate funds/approve Federal- aid project agreement, modifications, and project closures (project authorizations) (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Authorize current ▇▇▇▇ (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Review and Accept Financial Plan and Annual Updates for Federal Major Projects over $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA PROJECTS ON THE NHS PROJECTS OFF THE NHS Review Cost Estimates for Federal Major Projects over $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot FHWA FHWA be assumed by TxDOTState) FHWA FHWA Develop Financial Plan for Federal Projects between $100 million and $500 million. [23 U.S.C. 106(i)] TxDOT TxDOT STATE STATE All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations excluded from FHWA-TX 327 NEPA Assignment MOUregulations. FHWA FHWA All EA/FONSI, EIS/ROD, 4(f), 106, 6(f(Note: this action cannot be assumed by STATE except under 23 U.S.C. 327) and other approval actions required by Federal environmental laws and regulations included in the FHWA-TX 327 NEPA Assignment MOU. TxDOT TxDOT FHWA(2) FHWA(2) Categorical Exclusion approval actions excluded from FHWA- TX 327 NEPA Assignment MOU FHWA FHWA Categorical Exclusion approval actions included in (Note this action cannot be assumed by the FHWA- TX 327 NEPA Assignment MOU TxDOT TxDOT State except through an assignment under 23 U.S.C. 326 or 327, or through a programmatic agreement pursuant to Section 1318(d) of MAP-21 and 23 CFR 771.117(g))) FHWA(2) FHWA(2) Consultant Contract Selection TxDOT(2STATE (3) TxDOT(2STATE (3) Sole source Consultant Contract Selection TxDOT(2STATE (3) TxDOT(2STATE (3) Approve hiring of consultant to serve in a “management” role (Note: this action cannot be assumed by TxDOTState) [23 CFR 172.9] FHWA FHWA Approve consultant agreements and agreement revisions (Federal non-Major Projects) [23 CFR 172.9] TxDOT TxDOT STATE (4) STATE (4) Approve consultant agreements and agreement revisions on FHWA FHWA Federal Major Projects [23 CFR 172.9] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve exceptions to design standards [23 CFR 625.3(f)] FHWA TxDOT for Interstate (4) or for Non-Interstate TxDOT STATE Interstate System Access Change [23 USC 111] (Note: this action cannot be assumed by TxDOTState) FHWA N/A Interstate System Access Justification Report [23 USC 111] (Note: action may be assumed by State pursuant to 23 USC 111(e)) FHWA(4) FHWA N/A Airport highway clearance coordination and respective public interest finding (if required) [23 CFR 620.104] TxDOT TxDOT STATE STATE Approve Project Management FHWA FHWA Plan for Federal Major Projects over $500 million [23 USC 106(h)] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve innovative and Public- Private Partnership projects in accordance with SEP-14 and SEP- 15 (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Provide pre-approval for preventive maintenance project (until FHWA concurs with FHWA FHWA STATE procedures) (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Provide approval of preliminary plans for unusual/complex bridges or structures(3) structures on the Interstate. [23 USC 109(a) and FHWA Policy] FHWA (5) N/A Provide approval of preliminary plans for unusual/complex bridges or structures(3) structures (non-Interstate). FHWA (5) STATE [23 USC 109(a) and FHWA Policy] TxDOT TxDOT Approve retaining right-of-way encroachments [23 CFR 1.23 (b) & (c)] TxDOT TxDOT FHWA for Interstate and Controlled-Limited Access. STATE for Non-for Interstate and Non-Controlled-Limited Access STATE Approve use of local force account agreements [23 CFR 635.104 & 204] TxDOT TxDOT FHWA FHWA Approve use of publicly owned equipment [23 CFR 635.106] TxDOT TxDOT STATE (6) STATE Approve the use of proprietary products, processes ▇▇▇▇▇▇▇▇▇ [23 CFR ▇▇ ▇▇▇ 635.411] TxDOT TxDOT STATE (6) STATE Concur in use of publicly furnished materials [23 CFR 635.407] TxDOT TxDOT STATE (6) STATE Make feasibility/practicability determination for allowing authorization of construction prior to completion of ROW clearance, utility and railroad work [23 CFR 635.309(b)] TxDOT TxDOT FHWA STATE Make public interest finding on whether TxDOT State may proceed with bid advertisement even FHWA for Interstate or TxDOT for Non-Interstate TxDOT though ROW acquisition/relocation activities are not complete for some parcels [23 CFR 635.309(c)(3)] FHWA for Interstate FHWA for Non-Interstate STATE Ensure compliant ROW certificate is in ▇▇▇▇▇ [▇▇ ▇▇▇ 635.309(c)] TxDOT TxDOT FHWA STATE Approve Hardship and Protective FHWA FHWA ▇▇▇▇▇▇ [▇▇ ▇▇▇ 710.503] (If a Federal-aid project) (Note: this action cannot be assumed by TxDOTFHWA FHWA State) Approve Interstate Real Property Interest Use Agreements [23 CFR 710.405] (Note: this action cannot be assumed by TxDOTState) FHWA N/A Approve non-highway use and ▇▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 1.23(c)] FHWA for Interstate or TxDOT and Controlled-Limited Access. STATE for Non-for Interstate and Non-Controlled-Limited Access (23) TxDOT(2STATE (3) Approve disposal at less than fair market value of federally funded right-of-way, including disposals of access control [23 U.S.C. 156 and156] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve disposal at fair market value of federally funded right-of- way, including disposals of access control [23 CFR 710.409] (Note: 23 CFR 710.201 authorizes FHWA and STATE to agree to scope of property-related oversight and approvals for all actions except those on the Interstate System) FHWA for Interstate or TxDOT and Controlled-Limited Access. STATE for Non-for Interstate and Non-Controlled-Limited Access (23) TxDOT(2STATE (3) Requests for credits toward the non-Federal share of construction costs for early acquisitions, donations or other contributions applied to a project (note: this action cannot be assumed by TxDOTState) FHWA FHWA Federal land transfers [23 CFR 710, Subpart F] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Functional replacement of property [23 CFR 710.509] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Accept Transportation Management Plans (23 CFR 630.1012(b)) TxDOT TxDOT STATE STATE Approval of System Engineering Analysis (for ITS) [23 CFR 940.11] TxDOT TxDOT Approve ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇&▇ [▇▇ ▇▇▇ 630.201] TxDOT TxDOT STATE STATE Authorize advance construction and conversions [23 CFR 630.703 & 709] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve utility or railroad force account work [23 CFR 645.113 & 646.216] TxDOT TxDOT STATE (6) STATE Approve utility and railroad agreements [23 CFR 645.113 & 646.216] TxDOT TxDOT STATE (6) STATE Approve use of consultants by utility companies [23 CFR 645.109(b)] TxDOT TxDOT STATE (6) STATE Approve exceptions to maximum railroad protective insurance TxDOT TxDOT limits [23 CFR 646.111] STATE (6) STATE Authorize (approve) advertising for ▇▇▇▇ [▇▇ ▇▇▇ 635.112, 309] TxDOT TxDOT STATE (6) STATE Approve cost-effectiveness determinations for construction work performed by force account or by contract awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT FHWA FHWA Approve emergency determinations for contracts awarded by other than FHWA STATE competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT Approve construction engineering by local agency [23 CFR 635.105] TxDOT TxDOT STATE STATE Approve advertising period less than 3 weeks [23 CFR 635.112] TxDOT TxDOT STATE (6) STATE Approve addenda during advertising period [23 CFR 635.112] TxDOT TxDOT STATE, whichever approved PS&E STATE Concur in award of ▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.114] TxDOT TxDOT STATE (6) STATE Concur in rejection of [23 CFR 635.114] all bids TxDOT TxDOT STATE (6) STATE Approval of Design-Build and Construction Manager/General Contractor (CMGC) Requests-for-for- Proposals and ▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.112] TxDOT TxDOT FHWA STATE Approve changes and extra work [23 CFR 635.120] TxDOT TxDOT STATE STATE Approve contract time extensions [23 CFR 635.120] extensions TxDOT TxDOT STATE STATE Concur in use of mandatory borrow/disposal sites [23 CFR 635.407] TxDOT TxDOT STATE (6) STATE Accept materials certification [23 CFR 637.207] TxDOT TxDOT STATE STATE Concur in settlement of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ contract claims [▇▇ ▇▇▇ 23 CFR 635.124] TxDOT TxDOT STATE (6) STATE Concur in termination of construction contracts [23 CFR 635.125] TxDOT TxDOT STATE (6) STATE Waive Buy America provisions [23 CFR 635.410] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Final inspection/acceptance of completed work [23 USC 114(a)] TxDOT TxDOT STATE STATE Approval of Disadvantaged Business Enterprise (DBE) Project Contract Goal set by the State DOT VTrans under 49 CFR 26.51(d). [49 CFR 26.51(e)(3)] TxDOT TxDOT STATE STATE Acceptance of Bidder’s Good Faith Efforts to Meet Contract ▇▇▇▇ [▇▇ ▇▇▇ 26.53] or of Prime Contractor’s Good Faith Efforts to Find Another DBE Subcontractor When a DBE Subcontractor is Terminated or Fails to Complete Its Work [49 CFR 26.53(g)] (Note: this action cannot be performed by the FHWA) TxDOT TxDOT STATE STATE Equal Employment Opportunity (EEO) Contract Compliance Review Approval [23 CFR Part 230▇▇▇ ▇▇▇▇ ▇▇▇, Subpart D▇▇▇▇▇▇▇ ▇]). TxDOT TxDOT ▇▇▇▇▇ ▇▇▇▇▇ Training Special Provision – Approval of Project Goal for training slots or hours [23 CFR Part 230, Subpart A] TxDOT TxDOT STATE STATE Training Special Provision – Approval of New Project Training Programs (Note: this action cannot be assumed by TxDOTState) ▇▇▇▇ ▇▇▇▇ [▇▇ ▇▇▇ 23 CFR 230.111(d), (e)] FHWA FHWA FOOTNOTES: (1) TxDOT State is responsible for ensuring that all individual elements of the project are eligible. FHWA will check that the scope of the project as described in submitted project agreement is eligible for the category of funding sought. All final eligibility and participation determinations are retained by FHWA. (2) TxDOTIf there is a 23 U.S.C. 326 or 325 assignment or PCE agreement, decisions are handled in accordance with those assignments or agreements. (3) State’s process and modifications to, or variation in process, require FHWA approval. (34) Written procedures must receive FHWA approval. Approval of RFP, Scope of Work, maximum limiting amount, modification of maximum limiting amount and modification of time. (5) Unusual/Complex bridges and structures are those that the Division determines to have unique foundation problems, new or complex designs, exceptionally long spans, exceptionally large foundations, complex hydrologic (including climate change and extreme weather events) aspects, complex hydraulic elements or scour related elements, or that are designed with procedures that depart from currently recognized acceptable practices (i.e., cable-stay, suspension, arch, segmental concrete, moveable, truss, tunnels, or complex geotechnical walls or ground improvement systems) (46) Informational copy to FHWA retained actions that could have been assumed by TxDOT. Projects requiring these actions are PoDI projects (For monitoring, reporting, and will be governed by a separate plan. analysis) The following matrix is a an example list of program actions. The Division should refer to (link removed) for the latest updated version which can be incorporated into the agreement or referenced as a control document. Modify the matrix identifies to reflect the Division and State “Responsible Program Office as well as the Office.” The primary point office of contact should be listed, rather than an individual or the approving official. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA VTrans Responsible Program Office Remarks Division Point of Contact TxDOT Point of Contact Remarks Responsible Program Office Appropriations, Allotments, Obligations 31 USC 1341(a)(1)(A) )& (B); 31 USC 1517(a); 23 USC 118(b); , 23 USC 121 As needed Not Applicable Office of Chief Financial Officer Director Finance Federal Programs Budget and Administration Chief Financial Officer TxDOT Fiscal Operations State will monitor appropriations, allotments and obligations to ensure that all funding is used efficiently within each quarter and use all Obligation Authority (OA) by the end of the year. Approval of Indirect Cost Allocation Plans (ICAPs) 2 C.F.R Subpart Part 200, Subpart E;ASMBC-10 As needed Not Applicable Office of Chief Financial Officer Director Finance Federal Programs Budget and Administration Chief Financial Officer TxDOT Fiscal Operations The State will certify that the ICAP was prepared in accordance with 2 CFR 200 Subpart E. 1 All actions taken on or after December 26, 2014, shall be governed by the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part 200. Part 200 of 2 CFR supersedes 49 CFR Parts 18 and 19, and requirements from OMB Circulars ▇-▇▇, ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇ (which have been placed in OMB guidances); Circulars ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇; and the guidance in Circular A-50 on Single Audit Act follow-up. E. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA VTrans Responsible Program Office Remarks Division Point of Contact TxDOT Point of Contact Remarks FIRE Responsible Program Activities Office FHWA Order 4560.1B 4560.1C (or as superseded) Ongoing Office of Chief Financial Officer Director Finance Federal Programs Budget and Administration Chief Financial Officer TxDOT Fiscal Operations State will continue to provide oversight and conduct reviews to ensure Federal-aid FIRE Program Activities compliance. FHWA will review and monitor. TxDOT State responsibilities include multiple tasks in support of risk assessments, conducting reviews and implementation of recommendations. Audit Coordination/FHWA Financial Statement Audit/State External Audit Reviews/State Internal Audit Reviews FMFIA, 2 C.F.R Part 200, Subpart F; ; GAAP, CFO Act of 1990; DOT Order 8000.1C As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT Audit Section State assures corrective action is taken to resolve audit findings and FHWA will monitor activities to ensure implementation. Improper Payments Review Improper Payments Information Act of Annually Office of Chief Financial Officer Finance Financial Operations State will provide all information necessary to document sampled payments and FHWA offices will review and complete appropriate data submittal forms. 2002, PL 107-300, Improper Payments Elimination and Recovery Act of 2010, PL 111-204, Improper Payments Elimination and Recovery Improvement Act of 2012, PL 112-248 Annually Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will provide all information necessary to document sampled payments and FHWA offices will review and complete appropriate data submittal forms. Transfer of Funds between programs or to other FHWA offices or agencies as requested by State 23 USC 126; , 23 USC 132, and FHWA Order 4551.1 As needed Not Applicable Office of Chief Financial Officer Director Finance Planning and Administration Chief Financial Officer TxDOT Programming Federal Programs Budget and Fiscal Operations State will submit requests for transfer and FHWA approves and processes the funding transfers between programs, to other States, to other agencies, and to FHWA HQ, Federal Lands, or Research offices. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA VTrans Responsible Program Office Remarks Division Point of Contact TxDOT Point of Contact Remarks Responsible Program Office Reviews of State 23 USC 106(g)(2)(A) Annually Not Applicable Office of Chief Financial Officer Director Finance Federal Programs Budget and Administration Chief Financial Officer Fiscal Operations 23 USC 106(g)(2)(A) states that the Secretary shall perform annual reviews that address Transportation Departments Financial Management Systems - Financial Integrity elements of the State transportation departments’ financial management systems that affect projects approved under subsection (a). Review Adequacy of Sub- recipient Project Delivery Systems and Sufficient Accounting Controls to Manage Federal Funds 23 USC 106(g)(4)(A)(i) As needed Not Applicable Office of Chief Financial Officer Director Finance Planning and Administration Chief Financial Officer Programming Grants Management Periodic Reviews of States Monitoring of sub- recipients States 23 USC 106(g)(4)(B) As needed Not Applicable Office of Infrastructure District Engineer Chief Engineer Planning and Programming Grants Management Approval of Increased Federal Share Agreement (Sliding Scale) 23 USC 120(b)(2) As determined by the Federal Share Agreement Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Off12

AND AMENDMENTS. A. This S&O Agreement will take effect as of the effective date of the signature of the FHWA Texas Montana Division Administrator, who shall sign this S&O Agreement last. B. The Division and TxDOT State DOT agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: • Significant new legislation, Executive orders, or other initiatives affecting the relationship or responsibilities of one or both parties to the S&O Agreement occurs; • Leadership, or leadership direction, changes at TxDOT the State DOT or FHWA; or • Priorities shift as a result of audits, public perception, or changes in staffing at either TxDOT the State DOT or Division Office. C. The Division and TxDOT State DOT agree that changes may occur to the contents of the Attachments to this S&O Agreement and documents incorporated by reference into the S&O Agreement. Except as provided in paragraph XII.DXII.D and E, and E changes to the Attachments and documents incorporated by reference will not require the Division and TxDOT State DOT to amend this S&O Agreement. The effective date of any revisions to one of these documents shall be clearly visible in the header of the revised document. This Agreement and any revisions to its attachments revised document shall be posted on the Division’s Stewardship and Oversight S&O Agreement internet site within five (5) business days of the effective date. D. Any changes to the high risk categories must be documented by an amendment to this S&O Agreement. E. Any changes to the Project Action Responsibility Matrix must be approved by the FHWA Office of Infrastructure in writing and documented by an amendment to this S&O Agreement. Agreement REMAINDER OF PAGE LEFT BLACK INTENTIONALLY The Division should refer to ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇/office/fhwa.hq/OfficeofInfrastructure/hipa/SO/Resources/ for the latest updated version of this table. If FHWA retains an action the State could have assumed (on the NHS) or has a right to assume (off the NHS), the affected projects become PoDI projects. 1 Matrix users may find it easier to identify such situations if you ▇▇▇▇ such instances in the matrix with a note or asterisk (*). 1 The following matrix identifies are considered PoDI projects: Major Projects (>$500M); Appalachian Development Highway Projects; TIGER Discretionary Grant Projects; NHS Projects with Retained FHWA Project Approval; Non-NHS Projects with Retained FHWA Project Approval; and Projects Selected by FHWA for Risk-based Stewardship & Oversight. Regardless of retained project approval actions, any Federal-aid highway program Highway Project either on or off the NHS that the Division identifies as having an elevated level of risk can be selected for risk-based stewardship and oversight and would then be identified as a PoDI. Please see “Projects of Division Interest (FAHPPoDI)/Projects of Corporate Interest (PoCI) project approvals and related responsibilities on a program-wide basis. The matrix specifies which Guidance (available at ▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇.▇▇▇/federalaid/stewardship/ ) In the matrix, actions marked with an asterisk (“FHWA*”) are those that FHWA has retained but that could have been assumed by the State under through FHWA discretion (on the provisions of 23 U.S.C. 106(cNHS) or other statutory or regulatory authority, as well as those which are reserved to FHWAby right (off the NHS). Projects classified as requiring those actions are PoDI projects are not covered by the matrix, as those because of FHWA’s retained authority. Those projects will be governed by a separate PoDI plan that specifies FHWA and Plan. The State responsibilities for the project. TxDOT DOT is responsible for ensuring all individual elements of the project are eligible for FAHP funding, but all final eligibility and participation determinations are retained by FHWA. Ensure project in Statewide Transportation Improvement Program (STIP)/Transportation Improvement Program (TIP) TxDOT TxDOT STATE STATE Identify proposed funding category TxDOT(1STATE(1) TxDOT(1STATE(1) Obligate funds/approve Federal- aid project agreement, modifications, and project closures (project authorizations) (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Authorize current ▇▇▇▇ (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Review and Accept Financial Plan and Annual Updates for Federal Major Projects over $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Review Cost Estimates for Federal Major Projects over $500 million or more [23 U.S.C. 106(h)] (Note: FHWA FHWA this action cannot FHWA FHWA be assumed by TxDOTState) Develop Financial Plan for Federal Projects between $100 million and $500 million. [23 U.S.C. 106(i)] TxDOT TxDOT STATE STATE All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations excluded from FHWA-TX 327 NEPA Assignment MOUregulations. FHWA FHWA All EA/FONSI, EIS/ROD, 4(f), 106, 6(f(Note: this action cannot be assumed by STATE except under 23 U.S.C. 327) and other approval actions required by Federal environmental laws and regulations included in the FHWA-TX 327 NEPA Assignment MOU. TxDOT TxDOT FHWA(2) FHWA(2) Categorical Exclusion approval actions excluded from FHWA- TX 327 NEPA Assignment MOU FHWA FHWA Categorical Exclusion approval actions included in (Note this action cannot be assumed by the FHWA- TX 327 NEPA Assignment MOU TxDOT TxDOT State except through an assignment under 23 U.S.C. 326 or 327, or through a programmatic agreement pursuant to Section 1318(d) of MAP-21 and 23 CFR 771.117(g))) FHWA(2) FHWA(2) Consultant Contract Selection TxDOT(2STATE (3) TxDOT(2STATE (3) Sole source Consultant Contract Selection TxDOT(2STATE (3) TxDOT(2STATE (3) Approve hiring of consultant to serve in a “management” role (Note: this action cannot be assumed by TxDOTState) [23 CFR 172.9] FHWA FHWA Approve consultant agreements and agreement revisions (Federal non-Major Projects) [23 CFR 172.9] TxDOT TxDOT STATE STATE Approve consultant agreements and agreement revisions on Federal Major Projects [23 CFR 172.9] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve exceptions to design standards [23 CFR 625.3(f)] FHWA TxDOT for Interstate (4) or for Non-Interstate TxDOT STATE STATE Interstate System Access Change [23 USC 111] (Note: this action cannot be assumed by TxDOTState) FHWA N/A Interstate System Access Justification Report [23 USC 111] (Note: action may be assumed by State pursuant to 23 USC 111(e)) FHWA(4) FHWA* N/A Airport highway clearance coordination and respective public interest finding (if required) [23 CFR 620.104] TxDOT TxDOT STATE STATE Approve Project Management FHWA FHWA Plan for Federal Major Projects over $500 million [23 USC 106(h)] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve innovative and Public- Private Partnership projects in accordance with SEP-14 and SEP- 15 (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Provide pre-approval for preventive maintenance project (until FHWA concurs with FHWA FHWA STATE procedures) (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Provide approval of preliminary plans for unusual/complex bridges or structures(3) structures on the Interstate. [23 USC 109(a) and FHWA Policy] FHWA (4) N/A Provide approval of preliminary plans for unusual/complex bridges or structures(3) structures (non-Interstate). [23 USC 109(a) and FHWA Policy] TxDOT TxDOT STATE (4) STATE Approve retaining right-of-way encroachments [23 CFR 1.23 (b) & (c)] TxDOT TxDOT STATE STATE Approve use of local force STATE STATE account agreements [23 CFR 635.104 & 204] TxDOT TxDOT Approve use of publicly owned equipment [23 CFR 635.106] TxDOT TxDOT STATE STATE Approve the use of proprietary products, processes [23 CFR 635.411] TxDOT TxDOT proprietary STATE STATE Concur in use of publicly furnished materials [23 CFR 635.407] TxDOT TxDOT STATE STATE Make feasibility/practicability determination for allowing authorization of construction prior to completion of ROW clearance, utility and railroad work [23 CFR 635.309(b)] TxDOT TxDOT FHWA* for Interstate STATE for Non Interstate STATE Make public interest finding on whether TxDOT State may proceed with bid advertisement even FHWA for Interstate or TxDOT for Non-Interstate TxDOT though ROW acquisition/relocation activities are not complete for some parcels [23 CFR 635.309(c)(3)] FHWA for Interstate STATE for Non-Interstate STATE Ensure compliant ROW certificate is in ▇▇▇▇▇ [▇▇ ▇▇▇ 635.309(c)] TxDOT TxDOT STATE STATE Approve Hardship and Protective FHWA FHWA ▇▇▇▇▇▇ [▇▇ ▇▇▇ 710.503] (If a Federal-aid project) (Note: this action cannot be assumed by TxDOTState) Approve Interstate Real Property Interest Use Agreements [23 CFR 710.405] (Note: this action cannot be assumed by TxDOTState) FHWA N/A Approve non-highway use and ▇▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 1.23(c)] FHWA for Interstate or TxDOT STATE for Non-Interstate (23) TxDOT(2STATE (3) Approve disposal at less than fair FHWA FHWA market value of federally funded right-of-way, including disposals of access control [23 U.S.C. 156 and156] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve disposal at fair market value of federally funded right-of- way, including disposals of access control [23 CFR 710.409] (Note: 23 CFR 710.201 authorizes FHWA and STATE to agree to scope of property-related oversight and approvals for all actions except those on the Interstate System) FHWA for Interstate or TxDOT STATE for Non-Interstate (23) TxDOT(2STATE (3) Requests for credits toward the non-Federal share of construction costs for early acquisitions, donations or other contributions applied to a project (note: this action cannot be assumed by TxDOTState) FHWA FHWA Federal land transfers [23 CFR 710, Subpart F] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Functional replacement of property [23 CFR 710.509] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Accept Transportation Management Plans (23 CFR 630.1012(b)) TxDOT TxDOT STATE STATE Approval of System Engineering Analysis (for ITS) [23 CFR 940.11] TxDOT TxDOT Approve ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇&▇ [▇▇ ▇▇▇ 630.201] TxDOT TxDOT STATE STATE Authorize advance construction and conversions [23 CFR 630.703 & 709] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve utility or railroad force account work [23 CFR 645.113 & 646.216] TxDOT TxDOT STATE STATE Approve utility and railroad agreements [23 CFR 645.113 & 646.216] TxDOT TxDOT STATE STATE Approve use of consultants by utility companies [23 CFR 645.109(b)] TxDOT TxDOT STATE STATE Approve exceptions to maximum railroad protective insurance TxDOT TxDOT limits [23 CFR 646.111] STATE STATE Authorize (approve) advertising for ▇▇▇▇ [▇▇ ▇▇▇ 635.112, 309] TxDOT TxDOT STATE STATE Approve cost-effectiveness determinations for construction work performed by force account or by contract awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT STATE STATE Approve emergency determinations for contracts awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT STATE STATE Approve construction engineering by local agency [23 CFR 635.105] TxDOT TxDOT STATE STATE Approve advertising period less than 3 weeks [23 CFR 635.112] TxDOT TxDOT STATE STATE Approve addenda during advertising period [23 CFR 635.112] TxDOT TxDOT STATE STATE Concur in award of ▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.114] TxDOT TxDOT Concur in rejection of ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ [23 CFR ▇▇ ▇▇▇ 635.114] all bids TxDOT TxDOT STATE STATE Approval of Design-Build Requests-for-Proposals and ▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.112] TxDOT TxDOT STATE STATE Approve changes and extra work [23 CFR 635.120] TxDOT TxDOT STATE STATE Approve contract time [23 CFR 635.120] extensions TxDOT TxDOT STATE STATE Concur in use of mandatory borrow/disposal sites [23 CFR 635.407] TxDOT TxDOT STATE STATE Accept materials certification [23 CFR 637.207] TxDOT TxDOT STATE STATE Concur in settlement of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ contract claims [▇▇ ▇▇▇ 23 CFR 635.124] TxDOT TxDOT STATE STATE Concur in termination of construction contracts [23 CFR 635.125] TxDOT TxDOT STATE STATE Waive Buy America provisions [23 CFR 635.410] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Final inspection/acceptance of completed work [23 USC 114(a)] TxDOT TxDOT STATE STATE Approval of Disadvantaged STATE STATE Business Enterprise (DBE) Project Contract Goal set by the State DOT under 49 CFR 26.51(d). [49 CFR 26.51(e)(3)] TxDOT TxDOT Acceptance of Bidder’s Good Faith Efforts to Meet Contract ▇▇▇▇ [▇▇ ▇▇▇ 26.53] or of Prime Contractor’s Good Faith Efforts to Find Another DBE Subcontractor When a DBE Subcontractor is Terminated or Fails to Complete Its Work [49 CFR 26.53(g)] (Note: this action cannot be performed by the FHWA) TxDOT TxDOT STATE STATE Equal Employment Opportunity (EEO) Contract Compliance Review Approval [23 CFR Part 230▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇, Subpart D▇▇▇▇▇▇▇ ▇]). TxDOT TxDOT ▇▇▇▇▇ ▇▇▇▇▇ Training Special Provision – Approval of Project Goal for training slots or hours [23 CFR Part 230, Subpart A] TxDOT TxDOT STATE STATE Training Special Provision – FHWA FHWA Approval of New Project Training Programs (Note: this action cannot be assumed by TxDOTState) ▇▇▇▇ ▇▇▇▇ [▇▇ ▇▇▇ 23 CFR 230.111(d), (e)] FOOTNOTES: (1) TxDOT State is responsible for ensuring that all individual elements of the project are eligible. FHWA will check that the scope of the project as described in submitted project agreement is eligible for the category of funding sought. All final eligibility and participation determinations are retained by FHWA. (2) TxDOTIf there is a 23 U.S.C. 326 or 325 assignment or PCE agreement, decisions are handled in accordance with those assignments or agreements. (3) State’s process and modifications to, or variation in process, require FHWA approval. (34) Unusual/Complex bridges and structures are those that the Division determines to have unique foundation problems, new or complex designs, exceptionally long spans, exceptionally large foundations, complex hydrologic (including climate change and extreme weather events) aspects, complex hydraulic elements or scour related elements, or that are designed with procedures that depart from currently recognized acceptable practices (i.e., cable-stay, suspension, arch, segmental concrete, moveable, truss, tunnels, or complex geotechnical walls or ground improvement systems) (4) FHWA retained actions that could have been assumed by TxDOT. Projects requiring these actions are PoDI projects and will be governed by a separate plan. The following matrix is a an example list of program actions. The Division should refer to (link removed) for the latest updated version which can be incorporated into the agreement or referenced as a control document. Modify the matrix identifies to reflect the Division and State “Responsible Program Office as well as the Office.” The primary point office of contact should be listed, rather than an individual or the approving official. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA State DOT Responsible Program Office Remarks Division Point of Contact TxDOT Point of Contact Remarks Responsible Program Office Appropriations, Allotments, Obligations 31 USC 1341(a)(1)(A) )& (B); 31 USC 1517(a); 23 USC 118(b); , 23 USC 121 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administrative Team Administration Chief Financial Officer TxDOT State will monitor appropriations, allotments and obligations to ensure that all funding is used efficiently within each quarter and use all Obligation Authority (OA) by the end of the year. Approval of Indirect Cost Allocation Plans (ICAPs) 2 C.F.R CFR Part 200, 200 Subpart E;ASMBC-10 E; ASMBC-10 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administrative Team Administration Chief Financial Officer TxDOT The State will certify that the ICAP was prepared in accordance with 2 CFR 200 Subpart E. 1 All actions taken on or after December 26, 2014, shall be governed by the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part 200. Part 200 of 2 CFR supersedes 49 CFR Parts 18 and 19, and requirements from OMB Circulars ▇-▇▇, ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇ (which have been placed in OMB guidances); Circulars ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇; and the guidance in Circular A-50 on Single Audit Act follow-up. E. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA State DOT Responsible Program Office Remarks Division Point of Contact TxDOT Point of Contact Remarks FIRE Responsible Program Activities Office FHWA Order 4560.1B 4560.1C (or as superseded) Ongoing Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT Administrative Team State will continue to provide oversight and conduct reviews to ensure Federal-aid FIRE Program Activities Administration or N/A compliance. FHWA will review and monitor. TxDOT State responsibilities include multiple tasks in support of risk assessments, conducting reviews and implementation of recommendations. Audit Coordination/FHWA Financial Statement Audit/State External Audit Reviews/State Internal Audit Reviews FMFIA, 2 C.F.R Part 200, Subpart F; ; GAAP, CFO Act of 1990; DOT Order 8000.1C As needed Not Applicable Office of Chief Financial Officer Director Finance and Administrative Team Administration Chief Financial Officer TxDOT State assures corrective action is taken to resolve audit findings and FHWA will monitor activities to ensure implementation. Improper Payments Review Improper Payments Information Act of Annually Office of Chief Financial Officer Administrative Team Administration State will provide all information necessary to document sampled payments and FHWA offices will review and complete appropriate data submittal forms. 2002, PL 107-300, Improper Payments Elimination and Recovery Act of 2010, PL 111-204, Improper Payments Elimination and Recovery Improvement Act of 2012, PL 112-248 Annually Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will provide all information necessary to document sampled payments and FHWA offices will review and complete appropriate data submittal forms. Transfer of Funds between programs or to other FHWA offices or agencies as requested by State 23 USC 126; , 23 USC 132, and FHWA Order 4551.1 As needed Not Applicable Administrative Team Administration State will submit Office of Financial Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will submit requests for transfer and FHWA approves and processes the funding transfers between programs, to other States, to other agencies, and to FHWA HQ, Federal Lands, or Research offices. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Responsible Program Office State DOT Responsible Program Office Remarks Reviews of State Transportation Departments Financial Management Systems - Financial Integrity 23 USC 106(g)(2)(A) Annually Not Applicable Office of Chief Financial Officer Director Finance and Administrative Team Administration Chief Financial Officer 23 USC 106(g)(2)(A) states that the Secretary shall perform annual reviews that address Transportation Departments Financial Management Systems - Financial Integrity elements of the State transportation departments’ financial management systems that affect projects approved under subsection (a). Review Adequacy of Sub- recipient Project Delivery Systems and Sufficient Accounting Controls to Manage Federal Funds 23 USC 106(g)(4)(A)(i) As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer Periodic Reviews of States Monitoring of sub- recipients 23 USC 106(g)(4)(B) As needed Not Applicable Office of Infrastructure District Engineer Chief Engineer Approval of Increased Federal Share Agreement (Sliding Scale) 23 USC 120(b)(2) As determined by the Federal Share Agreement Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial OffSufficient

AND AMENDMENTS. A. This S&O Agreement will take effect as of the effective date of the signature of the FHWA Texas Nebraska Division Administrator, who shall sign this S&O Agreement last. B. The Division and TxDOT NDOR agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: • Significant new legislation, Executive orders, or other initiatives affecting the relationship or responsibilities of one or both parties to the S&O Agreement occurs; • Leadership, or leadership direction, changes at TxDOT the NDOR or FHWA; or • Priorities shift as a result of audits, public perception, or changes in staffing at either TxDOT the NDOR or Division Office. C. The Division and TxDOT NDOR agree that changes may occur to the contents of the Attachments to this S&O Agreement and documents incorporated by reference into the S&O Agreement. Except as provided in paragraph XII.DXII.D and E., and E changes to the Attachments and documents incorporated by reference will not require the Division and TxDOT NDOR to amend this S&O Agreement. The effective date of any revisions to one of these documents shall be clearly visible in the header of the revised document. This Agreement and any revisions to its attachments revised document shall be posted on the Division’s Stewardship and Oversight S&O Agreement internet site within five (5) business days of the effective date. D. Any changes to the high risk categories must be documented by an amendment to this S&O Agreement. E. Any changes to the Project Action Responsibility Matrix must be approved by the FHWA Office of Infrastructure in writing and documented by an amendment to this S&O Agreement. REMAINDER OF PAGE ▇▇▇▇ LEFT BLACK BLANK INTENTIONALLY Executed this day of , 201 . ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Division Administrator Executed this day of , 201 . The following matrix identifies Federal-aid highway program (FAHP) project approvals and related responsibilities on a program-wide basis. The matrix specifies which actions are assumed by the State under the provisions of 23 U.S.C. 106(c) or other statutory or regulatory authority, as well as those which are reserved to FHWA. Projects classified as PoDI projects are not covered by the matrix, as those projects will be governed by a separate PoDI plan that specifies FHWA and State responsibilities for the project. TxDOT In the matrix, actions marked with an asterisk (“FHWA*”) are those that FHWA has retained but that could have been assumed by the State through FHWA discretion (on the NHS) or by right (off the NHS). Projects requiring those actions are PoDI projects because of FHWA’s retained authority. Those projects will be governed by a separate PoDI Plan. The State DOT is responsible for ensuring all individual elements of the project are eligible for FAHP funding, but all final eligibility and participation determinations are retained by FHWA. Ensure project in Statewide Transportation Improvement Program (STIP)/Transportation Improvement Program (TIP) TxDOT TxDOT STATE STATE Identify proposed funding category TxDOT(1STATE(1) TxDOT(1STATE(1) Obligate funds/approve Federal- aid project agreement, modifications, modifications and project closures (project authorizations) (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Authorize current ▇▇▇▇ bill (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Review and Accept Financial Plan and Annual Updates for Federal Major Projects over $500 million or more FHWA FHWA [23 U.S.C. 106(h)] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Review Cost Estimates for Federal Major Projects over $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot FHWA FHWA be assumed by TxDOTState) FHWA FHWA Develop Financial Plan for Federal Projects between $100 million and $500 million. [23 U.S.C. 106(i)] TxDOT TxDOT STATE STATE All EA/FONSI, EIS/ROD▇▇▇/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations excluded from FHWA-TX 327 NEPA Assignment MOUregulations. FHWA FHWA All EA/FONSI, EIS/ROD, 4(f), 106, 6(f(Note: this action cannot be assumed by STATE except under 23 U.S.C. 327) and other approval actions required by Federal environmental laws and regulations included in the FHWA-TX 327 NEPA Assignment MOU. TxDOT TxDOT FHWA(2) FHWA(2) Categorical Exclusion approval actions excluded from FHWA- TX 327 NEPA Assignment MOU FHWA FHWA Categorical Exclusion approval actions included in (Note this action cannot be assumed by the FHWA- TX 327 NEPA Assignment MOU TxDOT TxDOT State except through an assignment under 23 U.S.C. 326 or 327, or through a programmatic agreement pursuant to Section 1318(d) of MAP-21) and 23 CFR 771.117(g) FHWA(2) FHWA(2) Consultant Contract Selection TxDOT(2STATE(3) TxDOT(2STATE(3) Sole source Consultant Contract Selection TxDOT(2STATE(3) TxDOT(2STATE(3) Approve hiring of consultant to serve in a “management” role (Note: this action cannot be assumed by TxDOTState) [23 CFR 172.9] FHWA FHWA Approve consultant agreements and agreement revisions (Federal non-Major Projects) STATE(3) STATE [23 CFR ▇▇ ▇▇▇ 172.9] TxDOT TxDOT Approve consultant agreements and agreement revisions on Federal Major Projects [23 CFR 172.9] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve exceptions to design standards [23 CFR 625.3(f)] FHWA TxDOT for Interstate (4) or for Non-Interstate TxDOT STATE STATE Interstate System Access Change [23 USC 111] (Note: this action cannot be assumed by TxDOTState) FHWA N/A Interstate System Access Justification Report [23 USC 111] (Note: action may be assumed by State pursuant to 23 USC 111(e)) FHWA(4) FHWA* N/A Airport highway clearance coordination and respective public interest finding (if required) [23 CFR 620.104] TxDOT TxDOT STATE STATE Approve Project Management FHWA FHWA Plan for Federal Major Projects over $500 million [23 USC 106(h)] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve innovative and Public- Private Partnership projects in accordance with SEP-14 and SEP- 15 (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Provide pre-approval for preventive maintenance project (until FHWA concurs with FHWA FHWA STATE procedures) (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Provide approval of preliminary plans for unusual/complex bridges or structures(3) structures on the Interstate. [23 USC 109(a) and FHWA Policy] Policy FHWA (4) N/A Provide approval of preliminary plans for unusual/complex bridges or structures(3) structures (non-Interstate). [23 USC 109(a) and FHWA Policy] TxDOT TxDOT FHWA* (4) STATE Approve retaining right-of-way encroachments [23 CFR 1.23 (b) & (c)] TxDOT TxDOT STATE STATE Approve use of local force account agreements [23 CFR 635.104 & 204] TxDOT TxDOT FHWA* STATE Approve use of publicly owned equipment [23 CFR 635.106] TxDOT TxDOT FHWA* STATE Approve the use of proprietary products, processes ▇▇▇▇▇▇▇▇▇ [23 CFR ▇▇ ▇▇▇ 635.411] TxDOT TxDOT FHWA * STATE Concur in use of publicly furnished materials [23 CFR 635.407] TxDOT TxDOT FHWA* STATE Make feasibility/practicability determination for allowing authorization of construction prior to completion of ROW clearance, utility and railroad work [23 CFR 635.309(b)] TxDOT TxDOT FHWA STATE Make public interest finding on whether TxDOT State may proceed with bid advertisement even FHWA for Interstate or TxDOT for Non-Interstate TxDOT though ROW acquisition/relocation activities are not complete for some parcels FHWA * STATE [23 CFR ▇▇ ▇▇▇ 635.309(c)(3)] Ensure compliant ROW certificate is in ▇▇▇▇▇ [▇▇ ▇▇▇ 635.309(c)] TxDOT TxDOT STATE STATE Approve Hardship and Protective FHWA FHWA ▇▇▇▇▇▇ [▇▇ ▇▇▇ 710.503] (If a Federal-aid project) (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve Interstate Real Property Interest Use Agreements [23 CFR 710.405] (Note: this action cannot be assumed by TxDOTState) FHWA N/A Approve non-highway use and ▇▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 1.23(c)] FHWA for Interstate or TxDOT for Non-Interstate STATE (2) TxDOT(23) Approve disposal at less than fair market value of federally funded right-of-way, including disposals of access control [23 U.S.C. 156 and156] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve disposal at fair market value of federally funded right-of- way, including disposals of access control [23 CFR 710.409] (Note: 23 CFR 710.201 authorizes FHWA and STATE to agree to scope of property-related oversight and approvals for all actions except those on the Interstate System) FHWA for Interstate or TxDOT for Non-Interstate STATE (2) TxDOT(23) Requests for credits toward the non-Federal share of construction costs for early acquisitions, donations or other contributions applied to a project (note: this FHWA FHWA action cannot be assumed by TxDOTState) FHWA FHWA Federal land transfers [23 CFR 710, Subpart F] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Functional replacement of property [23 CFR 710.509] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Accept Transportation Management Plans (23 CFR 630.1012(b)) TxDOT TxDOT CFR STATE STATE Approval of System Engineering Analysis (for ITS) [23 CFR 940.11] TxDOT TxDOT FHWA* STATE Approve ▇▇&▇ PS&E [▇▇ ▇▇▇ 23 CFR 630.201] TxDOT TxDOT STATE STATE Authorize advance construction and conversions [23 CFR 630.703 & 709] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve utility or railroad force account work [23 CFR 645.113 & 646.216] TxDOT TxDOT STATE STATE Approve utility and railroad agreements [23 CFR 645.113 & 646.216] TxDOT TxDOT STATE STATE Approve use of consultants by utility companies [23 CFR 645.109(b)] TxDOT TxDOT STATE STATE Approve exceptions to maximum railroad protective insurance TxDOT TxDOT limits [23 CFR 646.111] STATE STATE Authorize (approve) advertising for ▇▇▇▇ [▇▇ ▇▇▇ 635.112, 309] TxDOT TxDOT STATE STATE Approve cost-effectiveness determinations for construction work performed by force account or by contract awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT FHWA STATE Approve emergency determinations for contracts awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT FHWA* STATE Approve construction engineering by local agency [23 CFR 635.105] TxDOT TxDOT STATE STATE Approve advertising period less than 3 weeks [23 CFR 635.112] TxDOT TxDOT FHWA* STATE Approve addenda during advertising period [23 CFR 635.112] TxDOT TxDOT STATE STATE Concur in award of ▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.114] TxDOT TxDOT STATE STATE Concur in rejection of all ▇▇▇▇ [23 CFR ▇▇ ▇▇▇ 635.114] all bids TxDOT TxDOT STATE STATE Approval of Design-Build Requests-for-Proposals and ▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.112] TxDOT TxDOT N/A N/A Approve changes and extra work [23 CFR 635.120] TxDOT TxDOT STATE STATE Approve contract time extensions [23 CFR 635.120] extensions TxDOT TxDOT STATE STATE Concur in use of mandatory borrow/disposal sites [23 CFR 635.407] TxDOT TxDOT FHWA* STATE Accept materials certification [23 CFR 637.207] TxDOT TxDOT STATE STATE Concur in settlement of contract claims [23 CFR 635.124] FHWA* STATE Concur in termination of STATE STATE construction ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.124] TxDOT TxDOT Concur in termination of construction contracts [23 CFR 635.125] TxDOT TxDOT Waive Buy America provisions [23 CFR 635.410] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Final inspection/acceptance of completed work [23 USC 114(a)] TxDOT TxDOT STATE STATE Approval of Disadvantaged Business Enterprise (DBE) Project Contract Goal set by the State DOT NDOR under 49 CFR 26.51(d). [49 CFR 26.51(e)(3)] TxDOT TxDOT STATE STATE Acceptance of Bidder▇▇▇▇▇▇’s Good Faith Efforts to Meet Contract ▇▇▇▇ [▇▇ ▇▇▇ 26.53] or of Prime Contractor’s Good Faith Efforts to Find Another DBE Subcontractor When a DBE Subcontractor is Terminated or Fails to Complete Its Work [49 CFR 26.53(g)] (Note: this action cannot be performed by the FHWA) TxDOT TxDOT STATE STATE Equal Employment Opportunity (EEO) Contract Compliance Review Approval [23 CFR Part 230▇▇▇ ▇▇▇▇ ▇▇▇, Subpart D▇▇▇▇▇▇▇ ▇]). TxDOT TxDOT ▇▇▇▇▇ ▇▇▇▇▇ Training Special Provision – Approval of Project Goal for training slots or hours [23 CFR Part 230, Subpart A] TxDOT TxDOT STATE STATE Training Special Provision – Approval of New Project Training Programs (Note: this action cannot be assumed by TxDOTState) ▇▇▇▇ ▇▇▇▇ [▇▇ ▇▇▇ 23 CFR 230.111(d), (e)] FHWA FHWA FOOTNOTES: (1) TxDOT State is responsible for ensuring that all individual elements of the project are eligible. FHWA will check that the scope of the project as described in submitted project agreement is eligible for the category of funding sought. All final eligibility and participation determinations are retained by FHWA. (2) TxDOTIf there is a 23 U.S.C. 326 or 325 assignment or PCE agreement, decisions are handled in accordance with those assignments or agreements. (3) State’s process and modifications to, or variation in process, require FHWA approval. (34) Unusual/Complex bridges and structures are those that the Division determines to have unique foundation problems, new or complex designs, exceptionally long spans, exceptionally large foundations, complex hydrologic (including climate change and extreme weather events) aspects, complex hydraulic elements or scour related elements, or that are designed with procedures that depart from currently recognized acceptable practices (i.e., cable-stay, suspension, arch, segmental concrete, moveable, truss, tunnels, or complex geotechnical walls or ground improvement systems) (4) FHWA retained actions In Nebraska the terminology used in the NBI and NDOR Inspection Program includes movable, suspension, cable stayed and other bridges with unusual charactoristics. Currently NDOR has two types of bridges that could have been assumed by TxDOT. Projects requiring these actions are PoDI projects considered to be complex; Concrete Continuous Segmental Box Girder and will be governed by a separate planSteel Arch-Thru. The following matrix is a an example list of program actions. The Division should refer to (link removed) for the latest updated version which can be incorporated into the agreement or referenced as a control document. Modify the matrix identifies to reflect the Division and State “Responsible Program Office as well as the Office.” The primary point office of contact should be listed, rather than an individual or the approving official. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Responsible Program Office NDOR Responsible Program Office Remarks Appropriations, Allotments, Obligations 31 USC 1341(a)(1)(A) )& (B); 31 USC 1517(a); 23 USC 118(b); , 23 USC 121 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT Controller State will monitor appropriations, allotments and obligations to ensure that all funding is used efficiently within each quarter and use all Obligation Authority (OA) by the end of the year. Approval of Indirect Cost Allocation Plans (ICAPs) 2 C.F.R Part 200, CFR 200 Subpart E;ASMBC-10 As needed E; ASMBC-10 Annually Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT Controller The State will certify that the ICAP was prepared in accordance with 2 CFR 200 Subpart E. 1 All actions taken on or after December 26, 2014, shall be governed by the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part 200. Part 200 of 2 CFR supersedes 49 CFR Parts 18 and 19, and requirements from OMB Circulars ▇-▇▇, ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇ (which have been placed in OMB guidances); Circulars ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇; and the guidance in Circular A-50 on Single Audit Act follow-up. E. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Responsible Program Office NDOR Responsible Program Office Remarks FIRE Program Activities FHWA Order 4560.1B (or 4560.1C(or as superseded) Ongoing September Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT Controller State will continue to provide oversight and conduct reviews to ensure Federal-aid compliance. FHWA will review and monitor. TxDOT State responsibilities include multiple tasks in support of risk assessments, conducting reviews and implementation of recommendations. Audit Coordination/FHWA Financial Statement Audit/State External Audit Reviews/State Internal Audit Reviews FMFIA, 2 C.F.R Part 200, Subpart F; GAAP, CFO Act of 1990; DOT Order 8000.1C As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT Controller State assures corrective action is taken to resolve audit findings and FHWA will monitor activities to ensure implementation. Improper Payments Review Improper Payments Information Act of 2002, PL 107-300, Improper Payments Elimination and Recovery Act of 2010, PL 111-204, Improper Payments Elimination and Recovery Improvement Act of 2012, PL 112-248 Annually As determined by external auditors Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT Controller State will provide all information necessary to document sampled payments and FHWA offices will review and complete appropriate data submittal forms. Transfer of Funds between programs or to other FHWA offices or agencies as requested by State 23 USC 126; 126 23 USC 132, and FHWA Order 4551.1 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT Controller State will submit requests for transfer and FHWA approves and processes the funding transfers between programs, to other States, to other agencies, and to FHWA HQ, Federal Lands, or Research offices. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Responsible Program Office NDOR Responsible Program Office Remarks Reviews of State Transportation Departments Financial Management Systems - Financial Integrity 23 USC 106(g)(2)(A) Annually Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer Controller 23 USC 106(g)(2)(A) states that the Secretary shall perform annual reviews that address Transportation Departments Financial Management Systems - Financial Integrity elements of the State transportation departments’ financial management systems that affect projects approved under subsection (a). Review Adequacy of Sub- Sub-recipient Project Delivery Systems and Sufficient Accounting Controls to Manage Federal Funds 23 USC 106(g)(4)(A)(i) As needed Not Applicable Office of Chief Financial Officer Director Finance Materials and Administration Chief Financial Officer Research Periodic Reviews of States Monitoring of sub- sub-recipients 23 USC 106(g)(4)(B) As needed Not Applicable Office of Infrastructure District Engineer Chief Engineer Engineering & Operations Materials and Research Approval of Increased Federal Share Agreement (Sliding Scale) 23 USC 120(b)(2) As determined by the Federal Share Agreement Not Applicable Office of Chief Financial Officer Director Finance Controller Division A State must enter into an agreement with FHWA for use of the increased Federal share allowable under this section, which must be reviewed and Administration Chief Financial Off

AND AMENDMENTS. A. This S&O Agreement will take effect as of the effective date of the signature of the FHWA Texas New Hampshire Division Administrator, who shall sign this S&O Agreement last. B. The Division and TxDOT NHDOT agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: • Significant new legislation, Executive orders, or other initiatives affecting the relationship or responsibilities of one or both parties to the S&O Agreement occurs; • Leadership, or leadership direction, changes at TxDOT the NHDOT or FHWA; or • Priorities shift as a result of audits, public perception, or changes in staffing at either TxDOT the NHDOT or Division Office. C. The Division and TxDOT NHDOT agree that changes may occur to the contents of the Attachments to this S&O Agreement and documents incorporated by reference into the S&O Agreement. Except as provided in paragraph XII.DXII.D and E, and E changes to the Attachments and documents incorporated by reference will not require the Division and TxDOT NHDOT to amend this S&O Agreement. The effective date of any revisions to one of these documents shall be clearly visible in the header of the revised document. This Agreement and any revisions to its attachments revised document shall be posted on the Division’s Stewardship and Oversight S&O Agreement internet site within five (5) business days of the effective date. D. Any changes to the high risk categories must be documented by an amendment to this S&O Agreement. E. Any changes to the Project Action Responsibility Matrix must be approved by the FHWA Office of Infrastructure in writing and documented by an amendment to this S&O Agreement. REMAINDER OF PAGE LEFT BLACK INTENTIONALLY The following matrix identifies Federal-aid highway program (FAHP) project approvals and related responsibilities on a program-wide basis. The matrix specifies which actions are assumed by the State under the provisions of 23 U.S.C. 106(c) or other statutory or regulatory authority, as well as those which are reserved to FHWA. Projects classified as PoDI projects are not covered by the matrix, as those projects will be governed by a separate PoDI plan that specifies FHWA and State responsibilities for the project. TxDOT is responsible for ensuring all individual elements of the project are eligible for FAHP funding, but all final eligibility and participation determinations are retained by FHWA. Ensure project in Statewide Transportation Improvement Program (STIP)/Transportation Improvement Program (TIP) TxDOT TxDOT Identify proposed funding category TxDOT(1) TxDOT(1) Obligate funds/approve Federal- aid project agreement, modifications, and project closures (project authorizations) (Note: this action cannot be assumed by TxDOT) FHWA FHWA Authorize current ▇▇▇▇ (Note: this action cannot be assumed by TxDOT) FHWA FHWA Review and Accept Financial Plan and Annual Updates for Federal Major Projects $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Review Cost Estimates for Federal Major Projects $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot FHWA FHWA be assumed by TxDOT) Develop Financial Plan for Federal Projects between $100 million and $500 million. [23 U.S.C. 106(i)] TxDOT TxDOT All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations excluded from FHWA-TX 327 NEPA Assignment MOU. FHWA FHWA All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations included in the FHWA-TX 327 NEPA Assignment MOU. TxDOT TxDOT Categorical Exclusion approval actions excluded from FHWA- TX 327 NEPA Assignment MOU FHWA FHWA Categorical Exclusion approval actions included in the FHWA- TX 327 NEPA Assignment MOU TxDOT TxDOT Consultant Contract Selection TxDOT(2) TxDOT(2) Sole source Consultant Contract Selection TxDOT(2) TxDOT(2) Approve hiring of consultant to serve in a “management” role (Note: this action cannot be assumed by TxDOT) [23 CFR 172.9] FHWA FHWA Approve consultant agreements and agreement revisions (Federal non-Major Projects) [23 CFR 172.9] TxDOT TxDOT Approve consultant agreements and agreement revisions on Federal Major Projects [23 CFR 172.9] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Approve exceptions to design standards [23 CFR 625.3(f)] FHWA TxDOT for Interstate (4) or for Non-Interstate TxDOT Interstate System Access Change [23 USC 111] (Note: this action cannot be assumed by TxDOT) FHWA N/A Interstate System Access Justification Report [23 USC 111] (Note: action may be assumed by State pursuant to 23 USC 111(e)) FHWA(4) N/A Airport highway clearance coordination and respective public interest finding (if required) [23 CFR 620.104] TxDOT TxDOT Approve Project Management FHWA FHWA Plan for Federal Major Projects over $500 million [23 USC 106(h)] (Note: this action cannot be assumed by TxDOT) Approve innovative and Public- Private Partnership projects in accordance with SEP-14 and SEP- 15 (Note: this action cannot be assumed by TxDOT) FHWA FHWA Provide pre-approval for preventive maintenance project (until FHWA concurs with FHWA FHWA STATE procedures) (Note: this action cannot be assumed by TxDOT) Provide approval of preliminary plans for unusual/complex bridges or structures(3) on the Interstate. [23 USC 109(a) and FHWA Policy] FHWA N/A Provide approval of preliminary plans for unusual/complex bridges or structures(3) (non-Interstate). [23 USC 109(a) and FHWA Policy] TxDOT TxDOT Approve retaining right-of-way encroachments [23 CFR 1.23 (b) & (c)] TxDOT TxDOT Approve use of local force account agreements [23 CFR 635.104 & 204] TxDOT TxDOT Approve use of publicly owned equipment [23 CFR 635.106] TxDOT TxDOT Approve the use of proprietary products, processes [23 CFR 635.411] TxDOT TxDOT Concur in use of publicly furnished materials [23 CFR 635.407] TxDOT TxDOT Make feasibility/practicability determination for allowing authorization of construction prior to completion of ROW clearance, utility and railroad work [23 CFR 635.309(b)] TxDOT TxDOT Make public interest finding on whether TxDOT may proceed with bid advertisement even FHWA for Interstate or TxDOT for Non-Interstate TxDOT though ROW acquisition/relocation activities are not complete for some parcels [23 CFR 635.309(c)(3)] Ensure compliant ROW certificate is in ▇▇▇▇▇ [▇▇ ▇▇▇ 635.309(c)] TxDOT TxDOT Approve Hardship and Protective FHWA FHWA ▇▇▇▇▇▇ [▇▇ ▇▇▇ 710.503] (If a Federal-aid project) (Note: this action cannot be assumed by TxDOT) Approve Interstate Real Property Interest Use Agreements [23 CFR 710.405] (Note: this action cannot be assumed by TxDOT) FHWA N/A Approve non-highway use and ▇▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 1.23(c)] FHWA for Interstate or TxDOT for Non-Interstate (2) TxDOT(2) Approve disposal at less than fair market value of federally funded right-of-way, including disposals of access control [23 U.S.C. 156 and] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Approve disposal at fair market value of federally funded right-of- way, including disposals of access control [23 CFR 710.409] (Note: 23 CFR 710.201 authorizes FHWA and STATE to agree to scope of property-related oversight and approvals for all actions except those on the Interstate System) FHWA for Interstate or TxDOT for Non-Interstate (2) TxDOT(2) Requests for credits toward the non-Federal share of construction costs for early acquisitions, donations or other contributions applied to a project (note: this action cannot be assumed by TxDOT) FHWA FHWA Federal land transfers [23 CFR 710, Subpart F] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Functional replacement of property [23 CFR 710.509] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Accept Transportation Management Plans (23 CFR 630.1012(b)) TxDOT TxDOT Approval of System Engineering Analysis (for ITS) [23 CFR 940.11] TxDOT TxDOT Approve ▇▇&▇ [▇▇ ▇▇▇ 630.201] TxDOT TxDOT Authorize advance construction and conversions [23 CFR 630.703 & 709] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Approve utility or railroad force account work [23 CFR 645.113 & 646.216] TxDOT TxDOT Approve utility and railroad agreements [23 CFR 645.113 & 646.216] TxDOT TxDOT Approve use of consultants by utility companies [23 CFR 645.109(b)] TxDOT TxDOT Approve exceptions to maximum railroad protective insurance TxDOT TxDOT limits [23 CFR 646.111] Authorize (approve) advertising for ▇▇▇▇ [▇▇ ▇▇▇ 635.112, 309] TxDOT TxDOT Approve cost-effectiveness determinations for construction work performed by force account or by contract awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT Approve emergency determinations for contracts awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT Approve construction engineering by local agency [23 CFR 635.105] TxDOT TxDOT Approve advertising period less than 3 weeks [23 CFR 635.112] TxDOT TxDOT Approve addenda during advertising period [23 CFR 635.112] TxDOT TxDOT Concur in award of ▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.114] TxDOT TxDOT Concur in rejection of [23 CFR 635.114] all bids TxDOT TxDOT Approval of Design-Build Requests-for-Proposals and ▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.112] TxDOT TxDOT Approve changes and extra work [23 CFR 635.120] TxDOT TxDOT Approve contract time [23 CFR 635.120] extensions TxDOT TxDOT Concur in use of mandatory borrow/disposal sites [23 CFR 635.407] TxDOT TxDOT Accept materials certification [23 CFR 637.207] TxDOT TxDOT Concur in settlement of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.124] TxDOT TxDOT Concur in termination of construction contracts [23 CFR 635.125] TxDOT TxDOT Waive Buy America provisions [23 CFR 635.410] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Final inspection/acceptance of completed work [23 USC 114(a)] TxDOT TxDOT Approval of Disadvantaged Business Enterprise (DBE) Project Contract Goal set by the State DOT under 49 CFR 26.51(d). [49 CFR 26.51(e)(3)] TxDOT TxDOT Acceptance of Bidder’s Good Faith Efforts to Meet Contract ▇▇▇▇ [▇▇ ▇▇▇ 26.53] or of Prime Contractor’s Good Faith Efforts to Find Another DBE Subcontractor When a DBE Subcontractor is Terminated or Fails to Complete Its Work [49 CFR 26.53(g)] (Note: this action cannot be performed by the FHWA) TxDOT TxDOT Equal Employment Opportunity (EEO) Contract Compliance Review Approval [23 CFR Part 230, Subpart D]). TxDOT TxDOT Training Special Provision – Approval of Project Goal for training slots or hours [23 CFR Part 230, Subpart A] TxDOT TxDOT Training Special Provision – Approval of New Project Training Programs (Note: this action cannot be assumed by TxDOT) ▇▇▇▇ ▇▇▇▇ [▇▇ ▇▇▇ 230.111(d), (e)] FOOTNOTES: (1) TxDOT is responsible for ensuring that all individual elements of the project are eligible. FHWA will check that the scope of the project as described in submitted project agreement is eligible for the category of funding sought. All final eligibility and participation determinations are retained by FHWA. (2) TxDOT’s process and modifications to, or variation in process, require FHWA approval. (3) Unusual/Complex bridges and structures are those that the Division determines to have unique foundation problems, new or complex designs, exceptionally long spans, exceptionally large foundations, complex hydrologic (including climate change and extreme weather events) aspects, complex hydraulic elements or scour related elements, or that are designed with procedures that depart from currently recognized acceptable practices (i.e., cable-stay, suspension, arch, segmental concrete, moveable, truss, tunnels, or complex geotechnical walls or ground improvement systems) (4) FHWA retained actions that could have been assumed by TxDOT. Projects requiring these actions are PoDI projects and will be governed by a separate plan. The following matrix is a list of program actions. The matrix identifies the Responsible Program Office as well as the primary point of contact or the approving official. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Appropriations, Allotments, Obligations 31 USC 1341(a)(1)(A) & (B); 31 USC 1517(a); 23 USC 118(b); 23 USC 121 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will monitor appropriations, allotments and obligations to ensure that all funding is used efficiently within each quarter and use all Obligation Authority (OA) by the end of the year. Approval of Indirect Cost Allocation Plans (ICAPs) 2 C.F.R Part 200, Subpart E;ASMBC-10 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will certify that the ICAP was prepared in accordance with 2 CFR 200 Subpart E. 1 All actions taken on or after December 26, 2014, shall be governed by the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part 200. Part 200 of 2 CFR supersedes 49 CFR Parts 18 and 19, and requirements from OMB Circulars ▇-▇▇, ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇ (which have been placed in OMB guidances); Circulars ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇; and the guidance in Circular A-50 on Single Audit Act follow-up. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks FIRE Program Activities FHWA Order 4560.1B (or as superseded) Ongoing Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will continue to provide oversight and conduct reviews to ensure Federal-aid compliance. FHWA will review and monitor. TxDOT responsibilities include multiple tasks in support of risk assessments, conducting reviews and implementation of recommendations. Audit Coordination/FHWA Financial Statement Audit/State External Audit Reviews/State Internal Audit Reviews FMFIA, 2 C.F.R Part 200, Subpart F; GAAP, CFO Act of 1990; DOT Order 8000.1C As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT assures corrective action is taken to resolve audit findings and FHWA will monitor activities to ensure implementation. Improper Payments Review Improper Payments Information Act of 2002, PL 107-300, Improper Payments Elimination and Recovery Act of 2010, PL 111-204, Improper Payments Elimination and Recovery Improvement Act of 2012, PL 112-248 Annually Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will provide all information necessary to document sampled payments and FHWA offices will review and complete appropriate data submittal forms. Transfer of Funds between programs or to other FHWA offices or agencies as requested by State 23 USC 126; 23 USC 132, and FHWA Order 4551.1 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will submit requests for transfer and FHWA approves and processes the funding transfers between programs, to other States, to other agencies, and to FHWA HQ, Federal Lands, or Research offices. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Reviews of State 23 USC 106(g)(2)(A) Annually Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer 23 USC 106(g)(2)(A) states that the Secretary shall perform annual reviews that address Transportation Departments Financial Management Systems - Financial Integrity elements of the State transportation departments’ financial management systems that affect projects approved under subsection (a). Review Adequacy of Sub- recipient Project Delivery Systems and Sufficient Accounting Controls to Manage Federal Funds 23 USC 106(g)(4)(A)(i) As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer Periodic Reviews of States Monitoring of sub- recipients 23 USC 106(g)(4)(B) As needed Not Applicable Office of Infrastructure District Engineer Chief Engineer Approval of Increased Federal Share Agreement (Sliding Scale) 23 USC 120(b)(2) As determined by the Federal Share Agreement Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Off

AND AMENDMENTS. A. This S&O Agreement will take effect as of the effective date of the signature of the FHWA Texas Ohio Division Administrator, who shall sign this S&O Agreement last. B. The Division and TxDOT State DOT agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: • Significant new legislation, Executive ordersOrders, or other initiatives affecting the relationship or responsibilities of one or both parties to the S&O Agreement occurs; • Leadership, or leadership direction, changes at TxDOT the State DOT or FHWA; or • Priorities shift as a result of audits, public perception, or changes in staffing at either TxDOT the State DOT or Division Office; or • Substantial changes to delegated or assumed responsibilities are proposed. C. The Division and TxDOT State DOT agree that changes may occur to the contents of the Attachments to this S&O Agreement and documents incorporated by reference into the S&O Agreement. Except as provided in paragraph XII.DXII.D and E., and E changes to the Attachments and documents incorporated by reference will not require the Division and TxDOT State DOT to amend this S&O Agreement. The effective date of any revisions to one of these documents shall be clearly visible in the header of the revised document. This Agreement and any revisions to its attachments revised document shall be posted on the Division’s Stewardship and Oversight S&O Agreement internet site within five (5) business days of the effective date. D. Any changes to the high risk categories must be documented by an amendment to this S&O Agreement. E. Any changes to the Project Action Responsibility Matrix must be approved by the FHWA Office of Infrastructure in writing and documented by an amendment to this S&O Agreement. REMAINDER OF PAGE LEFT BLACK INTENTIONALLY Executed this 3 day of February_ , 2017 . _/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Division Administrator Executed this 10 day of February , 2017 . _/s/ ▇▇▇▇▇ ▇▇▇▇ Director The following matrix identifies Federal-aid highway program (FAHP) project approvals and related responsibilities. The matrix specifies which ones are subject to State assumption under the provisions of 23 U.S.C. 106(c) or other statutory or regulatory authority, as well as those which are reserved to FHWA. For the column marked “Projects off the NHS”, the State must assume all items marked “State” unless the State determines the assumption of a particular item by the State is not appropriate. Except as expressly stated in notes to the matrix below, the State cannot assume any item marked only as “FHWA” in either column. Any item marked only “FHWA” is reserved to FHWA because it is outside the scope of 23 U.S.C. 106(c), or otherwise is reserved to FHWA by law. While FHWA may not delegate decision-making authority to a State unless authorized by law, FHWA may authorize a State DOT to perform work needed to reach the decision point, or to implement the decision. The following matrix identifies Federal-aid highway program (FAHP) project approvals and related responsibilities on a program-wide basis. The matrix specifies which actions are assumed by the State under the provisions of 23 U.S.C. 106(c) or other statutory or regulatory authority, as well as those which are reserved to FHWA. Projects classified as PoDI projects are not covered by the matrix, as those projects will be governed by a separate PoDI plan that specifies FHWA and State responsibilities for the project. TxDOT In the matrix, actions marked with an asterisk (“FHWA*”) are those that FHWA has retained but that could have been assumed by the State through FHWA discretion (on the NHS) or by right (off the NHS). Projects requiring those actions are PoDI projects because of FHWA’s retained authority. Those projects will be governed by a separate PoDI Plan. The State DOT is responsible for ensuring all individual elements of the project are eligible for FAHP funding, but all final eligibility and participation determinations are retained by FHWA. Ensure project in Statewide Transportation Improvement Program (STIP)/Transportation Improvement Program (TIP) TxDOT TxDOT STATE STATE Identify proposed funding category TxDOT(1STATE(1) TxDOT(1STATE(1) Obligate funds/approve Federal- aid project agreement, modifications, and project closures (project authorizations) (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Authorize current ▇▇▇▇ (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Review and Accept Financial Plan and Annual Updates for Federal Major Projects over $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Review Cost Estimates for Federal Major Projects over $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot FHWA FHWA be assumed by TxDOTState) FHWA FHWA Develop Financial Plan for Federal Projects between $100 million and $500 million. [23 U.S.C. 106(i)] TxDOT TxDOT All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations excluded from FHWA-TX 327 NEPA Assignment MOU. FHWA FHWA STATE STATE All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations included in the FHWA-TX State DOT §327 NEPA Assignment MOU. TxDOT TxDOT Categorical Exclusion STATE STATE All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations excluded from FHWA- TX the FHWA-State DOT §327 NEPA Assignment MOU MOUor through a programmatic agreement pursuant to Section 1318(d) of MAP-21 and 23 CFR 771.117(g))) FHWA FHWA Categorical Exclusion approval actions included in the FHWA- TX State DOT §327 NEPA Assignment MOU. STATE STATE Categorical Exclusion approval actions excluded from the FHWA-State DOT §327 NEPA Assignment MOU TxDOT TxDOT or through a programmatic agreement pursuant to Section 1318(d) of MAP-21 and 23 CFR 771.117(g))) FHWA FHWA Consultant Contract Selection TxDOT(2STATE (3) TxDOT(2STATE (3) Sole source Consultant Contract Selection TxDOT(2STATE (3) TxDOT(2STATE (3) Approve hiring of consultant to serve in a “management” role (Note: this action cannot be assumed by TxDOTState) [23 CFR 172.9] FHWA FHWA Approve consultant agreements and agreement revisions (Federal non-Major Projects) [23 CFR 172.9] TxDOT TxDOT STATE STATE Approve consultant agreements and agreement revisions on Federal Major Projects [23 CFR 172.9] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve exceptions to design standards [23 CFR 625.3(f)] FHWA TxDOT for Interstate (4) or for Non-Interstate TxDOT STATE STATE Interstate System Access Change [23 USC 111] (Note: this action cannot be assumed by TxDOTState) FHWA N/A Interstate System Access Justification Report [23 USC 111] (Note: action may be assumed by State pursuant to 23 USC 111(e)) FHWA(4) FHWA* N/A Airport highway clearance coordination and respective public interest finding (if required) [23 CFR 620.104] TxDOT TxDOT STATE STATE Approve Project Management FHWA FHWA Plan for Federal Major Projects over $500 million [23 USC 106(h)] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve innovative and Public- Private Partnership projects in accordance with SEP-14 and SEP- 15 (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Provide pre-approval for preventive maintenance project (until FHWA concurs with FHWA FHWA STATE procedures) (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Provide approval of preliminary plans for unusual/complex bridges or structures(3) structures on the Interstate. [23 USC 109(a) and FHWA Policy] FHWA FHWA(5) N/A Provide approval of preliminary plans for unusual/complex bridges or structures(3) structures (non-Interstate). [23 USC 109(a) and FHWA Policy] TxDOT TxDOT STATE (5) STATE Approve retaining right-of-way encroachments [23 CFR 1.23 (b) & (c)] TxDOT TxDOT STATE STATE Approve use of local force account agreements [23 CFR 635.104 & 204] TxDOT TxDOT STATE STATE Approve use of publicly owned equipment [23 CFR 635.106] TxDOT TxDOT STATE STATE Approve the use of proprietary products, processes [23 CFR 635.411] TxDOT TxDOT STATE STATE Concur in use of publicly furnished materials [23 CFR 635.407] TxDOT TxDOT STATE STATE Make feasibility/practicability determination for allowing authorization of construction prior to completion of ROW clearance, utility and railroad work [23 CFR 635.309(b)] TxDOT TxDOT STATE STATE Make public interest finding on whether TxDOT State may proceed with bid advertisement even FHWA for Interstate or TxDOT for Non-Interstate TxDOT though ROW acquisition/relocation activities are not complete for some parcels [23 CFR 635.309(c)(3)] FHWA for Interstate STATE for Non-Interstate STATE Ensure compliant ROW certificate is in ▇▇▇▇▇ [▇▇ ▇▇▇ 635.309(c)] TxDOT TxDOT STATE STATE Approve Hardship and Protective FHWA FHWA ▇▇▇▇▇▇ [▇▇ ▇▇▇ 710.503] (If a Federal-aid project) (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve Interstate Real Property Interest Use Agreements [23 CFR 710.405] (Note: this action cannot be assumed by TxDOTState) FHWA N/A Approve non-highway use and ▇▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 1.23(c)] FHWA for Interstate or TxDOT STATE for Non-Interstate (23) TxDOT(2STATE (3) Approve disposal at less than fair market value of federally funded right-of-way, including disposals of access control [23 U.S.C. 156 and156] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve disposal at fair market value of federally funded right-of- way, including disposals of access control [23 CFR 710.409] (Note: 23 CFR 710.201 authorizes FHWA and STATE to agree to scope of property-related oversight and approvals for all actions except those on the Interstate System) FHWA for Interstate or TxDOT STATE for Non-Interstate (23) TxDOT(2STATE (3) Requests for credits toward the non-Federal share of construction costs for early acquisitions, donations or other contributions applied to a project (note: this action cannot be assumed by TxDOTState) FHWA FHWA Federal land transfers [23 CFR 710, Subpart F] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Functional replacement of property [23 CFR 710.509] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Accept Transportation Management Plans (23 CFR 630.1012(b)) TxDOT TxDOT STATE STATE Approval of System Engineering Analysis (for ITS) [23 CFR 940.11] TxDOT TxDOT Approve ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇&▇ [▇▇ ▇▇▇ 630.201] TxDOT TxDOT STATE STATE Authorize advance construction and conversions [23 CFR 630.703 & 709] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve utility or railroad force account work [23 CFR 645.113 & 646.216] TxDOT TxDOT STATE STATE Approve utility and railroad agreements [23 CFR 645.113 & 646.216] TxDOT TxDOT STATE STATE Approve use of consultants by utility companies [23 CFR 645.109(b)] TxDOT TxDOT STATE STATE Approve exceptions to maximum railroad protective insurance TxDOT TxDOT limits [23 CFR 646.111] STATE STATE Authorize (approve) advertising for ▇▇▇▇ [▇▇ ▇▇▇ 635.112, 309] TxDOT TxDOT STATE STATE Approve cost-effectiveness determinations for construction work performed by force account or by contract awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT STATE STATE Approve emergency determinations for contracts awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT STATE STATE Approve construction engineering by local agency [23 CFR 635.105] TxDOT TxDOT STATE STATE Approve advertising period less than 3 weeks [23 CFR 635.112] TxDOT TxDOT STATE(4) STATE Approve addenda during advertising period [23 CFR 635.112] TxDOT TxDOT FHWA or STATE, whichever approved PS&E STATE Concur in award of ▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.114] TxDOT TxDOT STATE STATE Concur in rejection of all ▇▇▇▇ [23 CFR ▇▇ ▇▇▇ 635.114] all bids TxDOT TxDOT STATE(4) STATE Approval of Design-Build Requests-for-Proposals and ▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.112] TxDOT TxDOT STATE STATE Approve changes and extra work [23 CFR 635.120] TxDOT TxDOT STATE STATE Approve contract time extensions [23 CFR 635.120] extensions TxDOT TxDOT STATE STATE Concur in use of mandatory borrow/disposal sites [23 CFR 635.407] TxDOT TxDOT FHWA* STATE Accept materials certification [23 CFR 637.207] TxDOT TxDOT STATE STATE Concur in settlement of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ contract claims [▇▇ ▇▇▇ 23 CFR 635.124] TxDOT TxDOT STATE STATE Concur in termination of construction contracts [23 CFR 635.125] TxDOT TxDOT FHWA* STATE Waive Buy America provisions [23 CFR 635.410] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Final inspection/acceptance of completed work [23 USC 114(a)] TxDOT TxDOT STATE STATE Approval of Disadvantaged Business Enterprise (DBE) Project Contract Goal set by the State DOT under 49 CFR 26.51(d). [49 CFR 26.51(e)(3)] TxDOT TxDOT STATE STATE Acceptance of Bidder’s Good Faith Efforts to Meet Contract ▇▇▇▇ [▇▇ ▇▇▇ 26.53] or of Prime Contractor’s Good Faith Efforts to Find Another DBE Subcontractor When a DBE Subcontractor is Terminated or Fails to Complete Its Work [49 CFR 26.53(g)] (Note: this action cannot be performed by the FHWA) TxDOT TxDOT STATE STATE Equal Employment Opportunity (EEO) Contract Compliance Review Approval [23 CFR Part 230▇▇▇ ▇▇▇▇ ▇▇▇, Subpart D▇▇▇▇▇▇▇ ▇]). TxDOT TxDOT ▇▇▇▇▇ ▇▇▇▇▇ Training Special Provision – Approval of Project Goal for training slots or hours [23 CFR Part 230, Subpart A] TxDOT TxDOT STATE STATE Training Special Provision – Approval of New Project Training Programs (Note: this action cannot be assumed by TxDOTState) ▇▇▇▇ ▇▇▇▇ [▇▇ ▇▇▇ 23 CFR 230.111(d), (e)] FHWA FHWA FOOTNOTES: (1) TxDOT State is responsible for ensuring that all individual elements of the project are eligible. FHWA will check that the scope of the project as described in submitted project agreement is eligible for the category of funding sought. All final eligibility and participation determinations are retained by FHWA. (2) TxDOTIf there is a 23 U.S.C. 326 or 325 assignment or PCE agreement, decisions are handled in accordance with those assignments or agreements. (3) State’s process and modifications to, or variation in process, require FHWA approval. (34) ODOT will notify FHWA when these actions or approvals occur (5) Unusual/Complex bridges and structures are those that the Division determines to have unique foundation problems, new or complex designs, exceptionally long spans, exceptionally large foundations, complex hydrologic (including climate change and extreme weather events) aspects, complex hydraulic elements or scour related elements, or that are designed with procedures that depart from currently recognized acceptable practices (i.e., cable-stay, suspension, arch, segmental concrete, moveable, truss, tunnels, or complex geotechnical walls or ground improvement systems) (4) *Actions that FHWA has retained actions but that could have been assumed by TxDOT. Projects requiring these actions are PoDI projects and will be governed by a separate plan. the State through FHWA discretion The following matrix is a list of program actions. The Division should refer to (link removed) for the latest updated version which can be incorporated into the agreement or referenced as a control document. Modify the matrix identifies to reflect the Division and State “Responsible Program Office as well as the Office.” The primary point office of contact should be listed, rather than an individual or the approving official. Activity Authority 1 Authority1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Responsible Program Office State DOT Responsible Program Office Remarks Appropriations, Allotments, Obligations 31 USC 1341(a)(1)(A) )& (B); 31 USC 1517(a); 23 USC 118(b); , 23 USC 121 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT Management Team Federal Accounting State will monitor appropriations, allotments and obligations to ensure that all funding is used efficiently within each quarter and use all Obligation Authority (OA) by the end of the year. Approval of Indirect Cost Allocation Plans (ICAPs) 49 CFR Part 18; 2 C.F.R Part 200, CFR 200 Subpart E;ASMBC-10 E (previously 2 CFR 225); ASMBC-10 As needed Not Applicable Office of Chief Financial Officer Director Finance Financial Management Team Cost Accounting and Administration Chief Financial Officer TxDOT Federal Accounting The State will certify that the ICAP was prepared in accordance with 2 CFR 200 Subpart E.E. FIRE Program Activities FHWA Order 4560.1B (or as superseded) Ongoing Office of Chief Financial Officer Financial Management Team Finance State will continue to provide oversight and conduct reviews to ensure Federal-aid compliance. FHWA will review and monitor. State responsibilities include multiple tasks in support of risk assessments, conducting reviews and implementation of recommendations. Audit Coordination/FHWA Financial Statement Audit/State External Audit Reviews/State Internal Audit Reviews FMFIA, 49 CFR 18.26; OMB Circular A-123, 133; GAAP, CFO Act of 1990; DOT Order 8000.1C As needed Not Applicable Office of Chief Financial Officer Financial Management Team Budget and Audits State assures corrective action is taken to resolve audit findings and FHWA will monitor activities to ensure implementation. 1 All actions taken on or after December 26, 2014, shall be governed by the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part 200. Part 200 of 2 CFR supersedes 49 CFR Parts 18 and 19, and requirements from OMB Circulars ▇-▇▇, ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇ (which have been placed in OMB guidances); Circulars ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇; and the guidance in Circular A-50 on Single Audit Act follow-up. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks FIRE Program Activities FHWA Order 4560.1B (or as superseded) Ongoing Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will continue to provide oversight and conduct reviews to ensure Federal-aid compliance. FHWA will review and monitor. TxDOT responsibilities include multiple tasks in support of risk assessments, conducting reviews and implementation of recommendations. Audit Coordination/FHWA Financial Statement Audit/State External Audit Reviews/State Internal Audit Reviews FMFIA, 2 C.F.R Part 200, Subpart F; GAAP, CFO Act of 1990; DOT Order 8000.1C As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT assures corrective action is taken to resolve audit findings and FHWA will monitor activities to ensure implementation. Improper Payments Review Improper Payments Information Act of 2002, PL 107-300, Improper Payments Elimination and Recovery Act of 2010, PL 111-204, Improper Payments Elimination and Recovery Improvement Act of 2012, PL 112-248 Annually Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will provide all information necessary to document sampled payments and FHWA offices will review and complete appropriate data submittal forms. Transfer of Funds between programs or to other FHWA offices or agencies as requested by State 23 USC 126; 23 USC 132, and FHWA Order 4551.1 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will submit requests for transfer and FHWA approves and processes the funding transfers between programs, to other States, to other agencies, and to FHWA HQ, Federal Lands, or Research offices. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Reviews of State 23 USC 106(g)(2)(A) Annually Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer 23 USC 106(g)(2)(A) states that the Secretary shall perform annual reviews that address Transportation Departments Financial Management Systems - Financial Integrity elements of the State transportation departments’ financial management systems that affect projects approved under subsection (a). Review Adequacy of Sub- recipient Project Delivery Systems and Sufficient Accounting Controls to Manage Federal Funds 23 USC 106(g)(4)(A)(i) As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer Periodic Reviews of States Monitoring of sub- recipients 23 USC 106(g)(4)(B) As needed Not Applicable Office of Infrastructure District Engineer Chief Engineer Approval of Increased Federal Share Agreement (Sliding Scale) 23 USC 120(b)(2) As determined by the Federal Share Agreement Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Off2

AND AMENDMENTS. A. This S&O Agreement will take effect as of the effective date of the signature of the FHWA Texas Kansas Division Administrator, who shall sign this S&O Agreement last. B. The Division and TxDOT State DOT agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: • Significant new legislation, Executive orders, or other initiatives affecting the relationship or responsibilities of one or both parties to the S&O Agreement occurs; • Leadership, or leadership direction, changes at TxDOT the State DOT or FHWA; or • Priorities shift as a result of audits, public perception, or changes in staffing at either TxDOT the State DOT or Division Office. C. The Division and TxDOT State DOT agree that changes may occur to the contents of the Attachments to this S&O Agreement and documents incorporated by reference into the S&O Agreement. Except as provided in paragraph XII.DXII.D and E, and E changes to the Attachments and documents incorporated by reference will not require the Division and TxDOT State DOT to amend this S&O Agreement. The effective date of any revisions to one of these documents shall be clearly visible in the header of the revised document. This Agreement and any revisions to its attachments revised document shall be posted on the Division’s Stewardship and Oversight S&O Agreement internet site within five (5) business days of the effective date. D. Any changes to the high risk categories must be documented by an amendment to this S&O Agreement. E. Any changes to the Project Action Responsibility Matrix must be approved by the FHWA Office of Infrastructure in writing and documented by an amendment to this S&O Agreement. REMAINDER OF PAGE LEFT BLACK INTENTIONALLY The following matrix identifies Federal-aid highway program (FAHP) project approvals and related responsibilities on a program-wide basis. The matrix specifies which actions are assumed by the State under the provisions of 23 U.S.C. 106(c) or other statutory or regulatory authority, as well as those which are reserved to FHWA. Projects classified as PoDI projects are not covered by the matrix, as those projects will be governed by a separate PoDI plan that specifies FHWA and State responsibilities for the project. TxDOT The State DOT is responsible for ensuring all individual elements of the project are eligible for FAHP funding, but all final eligibility and participation determinations are retained by FHWA. Ensure project is in Statewide Transportation Improvement Program (STIP)/Transportation Improvement Program (TIP) TxDOT TxDOT STATE STATE Identify proposed funding category TxDOT(1STATE(1) TxDOT(1STATE(1) Obligate funds/approve Federal- aid project agreement, modifications, and project closures (project authorizations) (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Authorize current ▇▇▇▇ bill (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Review and Accept Financial Plan and Annual Updates for Federal Major Projects over $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Review Cost Estimates for Federal Major Projects over $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot FHWA FHWA be assumed by TxDOTState) FHWA FHWA Develop Financial Plan for Federal Projects between $100 million and $500 million. [23 U.S.C. 106(i)] TxDOT TxDOT STATE STATE All EA/FONSI, EIS/ROD▇▇▇/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations excluded from FHWA-TX 327 NEPA Assignment MOUregulations. FHWA FHWA All EA/FONSI, EIS/ROD, 4(f), 106, 6(f(Note: this action cannot be assumed by STATE except under 23 U.S.C. 327) and other approval actions required by Federal environmental laws and regulations included in the FHWA-TX 327 NEPA Assignment MOU. TxDOT TxDOT FHWA(2) FHWA(2) Categorical Exclusion approval actions excluded from FHWA- TX 327 NEPA Assignment MOU FHWA FHWA Categorical Exclusion approval actions included in (Note this action cannot be assumed by the FHWA- TX 327 NEPA Assignment MOU TxDOT TxDOT State except through an assignment under 23 U.S.C. 326 or 327, or through a programmatic agreement pursuant to Section 1318(d) of MAP-21 and 23 CFR 771.117(g)) FHWA(2) FHWA(2) Consultant Contract Selection TxDOT(2STATE (3) TxDOT(2STATE (3) Sole source Consultant Contract Selection TxDOT(2STATE (3) TxDOT(2STATE (3) Approve hiring of consultant to serve in a “management” role (Note: this action cannot be assumed by TxDOTState) [23 CFR 172.9] FHWA FHWA Approve consultant agreements and agreement revisions (Federal non-Major Projects) [23 CFR 172.9] TxDOT TxDOT STATE STATE Approve consultant agreements FHWA FHWA and agreement revisions on Federal Major Projects [23 CFR 172.9] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve exceptions to design standards ▇▇▇▇▇▇▇▇ [23 CFR ▇▇ ▇▇▇ 625.3(f)] FHWA TxDOT for on Interstate (4) or for NonSTATE on non-Interstate TxDOT STATE Interstate System Access Change [23 USC 111] (Note: this action cannot be assumed by TxDOTState) FHWA N/A Interstate System Access Justification Report [23 USC 111] (Note: action may be assumed by State pursuant to 23 USC 111(e)) FHWA(4) FHWA N/A Airport highway clearance coordination and respective public interest finding (if required) [23 CFR 620.104] TxDOT TxDOT STATE STATE Approve Project Management FHWA FHWA Plan for Federal Major Projects over $500 million [23 USC 106(h)] (Note: this action cannot be assumed by TxDOTState) Approve innovative and Public- Private Partnership projects in accordance with SEP-14 and SEP- 15 (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Provide pre-approval for preventive maintenance project (until FHWA concurs with FHWA FHWA STATE procedures) (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Provide approval of preliminary FHWA(4) N/A plans for unusual/complex bridges or structures(3) structures on the Interstate. [23 USC 109(a) and FHWA Policy] FHWA N/A Provide approval of preliminary plans for unusual/complex bridges or structures(3) structures (non-Interstate). interstate) [23 USC 109(a109 (a) and FHWA Policy] TxDOT TxDOT STATE(4) STATE Approve retaining right-of-way encroachments [23 CFR 1.23 (b) & (c)] TxDOT TxDOT STATE STATE Approve use of local force account agreements [23 CFR 635.104 & 204] TxDOT TxDOT STATE STATE Approve use of publicly owned equipment [23 CFR 635.106] TxDOT TxDOT STATE STATE Approve the use of proprietary products, processes [23 CFR 635.411] TxDOT TxDOT STATE STATE Concur in use of publicly furnished materials [23 CFR 635.407] TxDOT TxDOT STATE STATE Make feasibility/practicability determination for allowing authorization of construction prior to completion of ROW clearance, utility and railroad work [23 CFR 635.309(b)] TxDOT TxDOT FHWA for Interstate STATE for Non-Interstate STATE Make public interest finding on whether TxDOT State may proceed with bid advertisement even FHWA for Interstate or TxDOT for Non-Interstate TxDOT though ROW acquisition/relocation activities are not complete for some parcels [23 CFR 635.309(c)(3)] FHWA for Interstate STATE for Non-Interstate STATE Ensure compliant ROW certificate is in ▇▇▇▇▇ [▇▇ ▇▇▇ 635.309(c)] TxDOT TxDOT STATE STATE Approve Hardship and Protective FHWA FHWA ▇▇▇▇▇▇ [▇▇ ▇▇▇ 710.503] (If a Federal-aid project) (Note: this action cannot be assumed by TxDOTState) Approve Interstate Real Property Interest Use Agreements [23 CFR 710.405] (Note: this action cannot be assumed by TxDOTState) FHWA N/A Approve non-highway use and ▇▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 1.23(c)] FHWA for Interstate or TxDOT STATE for Non-Interstate (23) TxDOT(2STATE (3) Approve disposal at less than fair market value of federally funded right-of-way, including disposals of access control [23 U.S.C. 156 and156] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve disposal at fair market value of federally funded right-of- way, including disposals of access control [23 CFR 710.409] (Note: 23 CFR 710.201 authorizes FHWA and STATE to agree to scope of property-related oversight and approvals for all actions except those on the Interstate System) FHWA for Interstate or TxDOT STATE for Non-Interstate (23) TxDOT(2STATE (3) Requests for credits toward the non-Federal share of construction costs for early acquisitions, donations or other contributions applied to a project (note: this action cannot be assumed by TxDOTState) FHWA FHWA Federal land transfers [23 CFR 710, Subpart F] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Functional replacement of property [23 CFR 710.509] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Accept Transportation Management Plans (23 CFR 630.1012(b)) TxDOT TxDOT STATE STATE Approval of System Engineering Analysis (for ITS) [23 CFR 940.11] TxDOT TxDOT Approve ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇&▇ [▇▇ ▇▇▇ 630.201] TxDOT TxDOT STATE STATE Authorize advance construction and conversions [23 CFR 630.703 & 709] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve utility or railroad force account work [23 CFR 645.113 & 646.216] TxDOT TxDOT STATE STATE Approve utility and railroad agreements [23 CFR 645.113 & 646.216] TxDOT TxDOT STATE STATE Approve use of consultants by utility companies [23 CFR 645.109(b)] TxDOT TxDOT STATE STATE Approve exceptions to maximum railroad protective insurance TxDOT TxDOT limits [23 CFR 646.111] STATE STATE Authorize (approve) advertising for ▇▇▇▇ bids) [▇▇ ▇▇▇ 23 CFR 635.112, 309] TxDOT TxDOT STATE STATE Approve cost-effectiveness determinations for construction work performed by force account or by contract awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT STATE STATE Approve emergency determinations for contracts awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT STATE STATE Approve construction engineering by local agency [23 CFR 635.105] TxDOT TxDOT STATE STATE Approve advertising period less than 3 weeks [23 CFR 635.112] TxDOT TxDOT STATE STATE Approve addenda during advertising period [23 CFR 635.112] TxDOT TxDOT STATE STATE Concur in award of ▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.114] TxDOT TxDOT Concur in rejection of ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ [23 CFR ▇▇ ▇▇▇ 635.114] all bids TxDOT TxDOT STATE STATE Approval of Design-Build Requests-for-Proposals and ▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.112] TxDOT TxDOT FHWA STATE Approve changes and extra work [23 CFR 635.120] TxDOT TxDOT STATE STATE Approve contract time [23 CFR 635.120] extensions TxDOT TxDOT STATE STATE Concur in use of mandatory borrow/disposal sites [23 CFR 635.407] TxDOT TxDOT STATE STATE Accept materials certification [23 CFR 637.207] TxDOT TxDOT STATE STATE Concur in settlement of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ contract claims [▇▇ ▇▇▇ 23 CFR 635.124] TxDOT TxDOT STATE STATE Concur in termination of construction contracts [23 CFR 635.125] TxDOT TxDOT STATE STATE Waive Buy America provisions [23 CFR 635.410] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Final inspection/acceptance of completed work [23 USC 114(a)] TxDOT TxDOT STATE STATE Approval of Disadvantaged STATE STATE Business Enterprise (DBE) Project Contract Goal set by the State DOT under 49 CFR 26.51(d). [49 CFR 26.51(e)(3)] TxDOT TxDOT Acceptance of Bidder▇▇▇▇▇▇’s Good Faith Efforts to Meet Contract ▇▇▇▇ [▇▇ ▇▇▇ 26.53] or of Prime Contractor’s Good Faith Efforts to Find Another DBE Subcontractor When a DBE Subcontractor is Terminated or Fails to Complete Its Work [49 CFR 26.53(g)] (Note: this action cannot be performed by the FHWA) TxDOT TxDOT STATE STATE Equal Employment Opportunity (EEO) Contract Compliance Review Approval [23 CFR Part 230▇▇▇ ▇▇▇▇ ▇▇▇, Subpart D▇▇▇▇▇▇▇ ▇]). TxDOT TxDOT ▇▇▇▇▇ ▇▇▇▇▇ Training Special Provision – Approval of Project Goal for training slots or hours [23 CFR Part 230, Subpart A] TxDOT TxDOT STATE STATE Training Special Provision – FHWA FHWA Approval of New Project Training Programs (Note: this action cannot be assumed by TxDOTState) ▇▇▇▇ ▇▇▇▇ [▇▇ ▇▇▇ 23 CFR 230.111(d), (e)] FOOTNOTES: (1) TxDOT State is responsible for ensuring that all individual elements of the project are eligible. FHWA will check that the scope of the project as described in submitted project agreement is eligible for the category of funding sought. All final eligibility and participation determinations are retained by FHWA. (2) TxDOTIf there is a 23 U.S.C. 326 or 325 assignment or PCE agreement, decisions are handled in accordance with those assignments or agreements. (3) State’s process and modifications to, or variation in process, require FHWA approval. (34) Unusual/Complex bridges and structures are those that the Division determines to have unique foundation problems, new or complex designs, exceptionally long spans, exceptionally large foundations, complex hydrologic (including climate change and extreme weather events) aspects, complex hydraulic elements or scour related elements, or that are designed with procedures that depart from currently recognized acceptable practices (i.e., cable-stay, suspension, arch, segmental concrete, moveable, truss, tunnels, or complex geotechnical walls or ground improvement systems) (4) FHWA retained actions that could have been assumed by TxDOT. Projects requiring these actions are PoDI projects and will be governed by a separate plan. The following matrix is a list of program actions. The Division should refer to (link removed) for the latest updated version which can be incorporated into the agreement or referenced as a control document. Modify the matrix identifies to reflect the Division and State “Responsible Program Office as well as the Office.” The primary point office of contact should be listed, rather than an individual or the approving official. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA State DOT Responsible Program Office Remarks Division Point of Contact TxDOT Point of Contact Remarks Responsible Program Office Appropriations, Allotments, Obligations 31 USC 1341(a)(1)(A) )& (B); 31 USC 1517(a); 23 USC 118(b); , 23 USC 121 As needed Not Applicable Office of Chief Financial Officer Director Division Finance Manager Program and Administration Chief Financial Officer TxDOT Project Management State will monitor appropriations, allotments and obligations to ensure that all funding is used efficiently within each quarter and use all Obligation Authority (OA) by the end of the year. Approval of Indirect Cost Allocation Plans (ICAPs) 49 CFR Part 18; 2 C.F.R Part 200, CFR 200 Subpart E;ASMBC-10 E (previously 2 CFR 225); ASMBC-10 As needed Not Applicable Office of Chief Financial Officer Director Division Finance and Administration Chief Financial Officer TxDOT Manager Fiscal Services The State will certify that the ICAP was prepared in accordance with 2 CFR 200 Subpart E. 1 All actions taken on or after December 26, 2014, shall be governed by the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part 200. Part 200 of 2 CFR supersedes 49 CFR Parts 18 and 19, and requirements from OMB Circulars ▇-▇▇, ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇ (which have been placed in OMB guidances); Circulars ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇; and the guidance in Circular A-50 on Single Audit Act follow-up. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks E. FIRE Program Activities FHWA Order 4560.1B (or as superseded) Ongoing Office of Chief Financial Officer Director Division Finance and Administration Chief Financial Officer TxDOT Manager Fiscal Services State will continue to provide oversight and conduct reviews to ensure Federal-aid compliance. FHWA will review and monitor. TxDOT State responsibilities include multiple tasks in support of risk assessments, conducting reviews and implementation of recommendations. Activity Authority Frequency Due Date FHWA HQ Program Office FHWA State DOT Responsible Program Office Remarks Audit Coordination/FHWA Financial Statement Audit/State External Audit Reviews/State Internal Audit Reviews FMFIA, 2 C.F.R Part 20049 CFR 18.26; OMB Circular A-123, Subpart F133; GAAP, CFO Act of 1990; DOT Order 8000.1C As needed Not Applicable Office of Chief Financial Officer Director Division Finance and Administration Chief Financial Officer TxDOT Manager Fiscal Services State assures corrective action is taken to resolve audit findings and FHWA will monitor activities to ensure implementation. Improper Payments Review Improper Payments Information Act of Annually Office of Chief Financial Officer Division Finance Manager Fiscal Services State will provide all information necessary to document sampled payments and FHWA offices will review and complete appropriate data submittal forms. 2002, PL 107-300, Improper Payments Elimination and Recovery Act of 2010, PL 111-204, Improper Payments Elimination and Recovery Improvement Act of 2012, PL 112-248 Annually Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will provide all information necessary to document sampled payments and FHWA offices will review and complete appropriate data submittal forms. Transfer of Funds between programs or to other FHWA offices or agencies as requested by State 23 USC 126; 23 USC 132, and FHWA Order 4551.1 126 As needed Not Applicable Office of Chief Financial Officer Director Division Finance Manager Program and Administration Chief Financial Officer TxDOT Project Management State will submit requests for transfer and FHWA approves and processes the funding transfers between programs, to other States, to other agencies, and to FHWA HQ, Federal Lands, or Research offices. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Reviews of State 23 USC 106(g)(2)(A) Annually Not Applicable Office of Chief Financial Officer Director Division Finance and Administration Chief Financial Officer Manager Fiscal Services / Program & Project Management 23 USC 106(g)(2)(A) states that the Secretary shall perform annual reviews that address Transportation Departments Financial Management Systems - Financial Integrity elements of the State transportation departments’ financial management systems that affect projects approved under subsection (a). Review Adequacy of Sub- recipient Project Delivery Systems and Sufficient Accounting Controls to Manage Federal Funds 23 USC 106(g)(4)(A)(i) As needed Not Applicable Office of Chief Financial Officer Director Division Finance and Administration Chief Financial Officer Manager Respective office responsible for project management Activity Authority Frequency Due Date FHWA HQ Program Office FHWA Division Responsible Program Office State DOT Responsible Program Office Remarks Periodic Reviews of States Monitoring of sub- recipients States 23 USC 106(g)(4)(B) As needed Not Applicable Office of Infrastructure District Engineer Chief Engineer Division Finance Manager Fiscal Services / KDOT Bureau responsible for management of project Approval of Increased Federal Share Agreement (Sliding Scale) 23 USC 120(b)(2) As determined by the Federal Share Agreement Not Applicable Office of Chief Financial Officer Director Division Finance Manager Program and Administration Chief Financial OffProject Management A State must enter into an agreement with FHWA for use of the increased Federal share allowable under this section, which must be reviewed and updated periodically as agreed to in the agreement. States must demonstrate that they are in compliance with the statute and the agreement. Prepare / Review Title VI

AND AMENDMENTS. A. This S&O Agreement will take effect as of the effective date of the signature of the FHWA Texas West Virginia Division Administrator, who shall sign this S&O Agreement last. B. The Division and TxDOT State DOT agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: • Significant new legislation, Executive orders, or other initiatives affecting the relationship or responsibilities of one or both parties to the S&O Agreement occurs; • Leadership, or leadership direction, changes at TxDOT the State DOT or FHWA; or • Priorities shift as a result of audits, public perception, or changes in staffing at either TxDOT the State DOT or Division Office. C. The Division and TxDOT State DOT agree that changes may occur to the contents of the Attachments to this S&O Agreement and documents incorporated by reference into the S&O Agreement. Except as provided in paragraph XII.DXII.D and E, and E changes to the Attachments and documents incorporated by reference will not require the Division and TxDOT State DOT to amend this S&O Agreement. The effective date of any revisions to one of these documents shall be clearly visible in the header of the revised document. This Agreement and any revisions to its attachments revised document shall be posted on the Division’s Stewardship and Oversight S&O Agreement internet site within five (5) business days of the effective date. D. Any changes to the high risk categories must be documented by an amendment to this S&O Agreement. E. Any changes to the Project Action Responsibility Matrix must be approved by the FHWA Office of Infrastructure in writing and documented by an amendment to this S&O Agreement. REMAINDER OF PAGE LEFT BLACK INTENTIONALLY The following matrix identifies Federal-aid highway program (FAHP) project approvals and related responsibilities on a program-wide basis. The matrix specifies which actions are assumed by the State under the provisions of 23 U.S.C. 106(c) or other statutory or regulatory authority, as well as those which are reserved to FHWA. Projects classified as PoDI projects are not covered by the matrix, as those projects will be governed by a separate PoDI plan that specifies FHWA and State responsibilities for the project. TxDOT is responsible for ensuring all individual elements of the project are eligible for FAHP funding, but all final eligibility and participation determinations are retained by FHWA. Ensure project in Statewide Transportation Improvement Program (STIP)/Transportation Improvement Program (TIP) TxDOT TxDOT Identify proposed funding category TxDOT(1) TxDOT(1) Obligate funds/approve Federal- aid project agreement, modifications, and project closures (project authorizations) (Note: this action cannot be assumed by TxDOT) FHWA FHWA Authorize current ▇▇▇▇ (Note: this action cannot be assumed by TxDOT) FHWA FHWA Review and Accept Financial Plan and Annual Updates for Federal Major Projects $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Review Cost Estimates for Federal Major Projects $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot FHWA FHWA be assumed by TxDOT) Develop Financial Plan for Federal Projects between $100 million and $500 million. [23 U.S.C. 106(i)] TxDOT TxDOT All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations excluded from FHWA-TX 327 NEPA Assignment MOU. FHWA FHWA All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations included in the FHWA-TX 327 NEPA Assignment MOU. TxDOT TxDOT Categorical Exclusion approval actions excluded from FHWA- TX 327 NEPA Assignment MOU FHWA FHWA Categorical Exclusion approval actions included in the FHWA- TX 327 NEPA Assignment MOU TxDOT TxDOT Consultant Contract Selection TxDOT(2) TxDOT(2) Sole source Consultant Contract Selection TxDOT(2) TxDOT(2) Approve hiring of consultant to serve in a “management” role (Note: this action cannot be assumed by TxDOT) [23 CFR 172.9] FHWA FHWA Approve consultant agreements and agreement revisions (Federal non-Major Projects) [23 CFR 172.9] TxDOT TxDOT Approve consultant agreements and agreement revisions on Federal Major Projects [23 CFR 172.9] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Approve exceptions to design standards [23 CFR 625.3(f)] FHWA TxDOT for Interstate (4) or for Non-Interstate TxDOT Interstate System Access Change [23 USC 111] (Note: this action cannot be assumed by TxDOT) FHWA N/A Interstate System Access Justification Report [23 USC 111] (Note: action may be assumed by State pursuant to 23 USC 111(e)) FHWA(4) N/A Airport highway clearance coordination and respective public interest finding (if required) [23 CFR 620.104] TxDOT TxDOT Approve Project Management FHWA FHWA Plan for Federal Major Projects over $500 million [23 USC 106(h)] (Note: this action cannot be assumed by TxDOT) Approve innovative and Public- Private Partnership projects in accordance with SEP-14 and SEP- 15 (Note: this action cannot be assumed by TxDOT) FHWA FHWA Provide pre-approval for preventive maintenance project (until FHWA concurs with FHWA FHWA STATE procedures) (Note: this action cannot be assumed by TxDOT) Provide approval of preliminary plans for unusual/complex bridges or structures(3) on the Interstate. [23 USC 109(a) and FHWA Policy] FHWA N/A Provide approval of preliminary plans for unusual/complex bridges or structures(3) (non-Interstate). [23 USC 109(a) and FHWA Policy] TxDOT TxDOT Approve retaining right-of-way encroachments [23 CFR 1.23 (b) & (c)] TxDOT TxDOT Approve use of local force account agreements [23 CFR 635.104 & 204] TxDOT TxDOT Approve use of publicly owned equipment [23 CFR 635.106] TxDOT TxDOT Approve the use of proprietary products, processes [23 CFR 635.411] TxDOT TxDOT Concur in use of publicly furnished materials [23 CFR 635.407] TxDOT TxDOT Make feasibility/practicability determination for allowing authorization of construction prior to completion of ROW clearance, utility and railroad work [23 CFR 635.309(b)] TxDOT TxDOT Make public interest finding on whether TxDOT may proceed with bid advertisement even FHWA for Interstate or TxDOT for Non-Interstate TxDOT though ROW acquisition/relocation activities are not complete for some parcels [23 CFR 635.309(c)(3)] Ensure compliant ROW certificate is in ▇▇▇▇▇ [▇▇ ▇▇▇ 635.309(c)] TxDOT TxDOT Approve Hardship and Protective FHWA FHWA ▇▇▇▇▇▇ [▇▇ ▇▇▇ 710.503] (If a Federal-aid project) (Note: this action cannot be assumed by TxDOT) Approve Interstate Real Property Interest Use Agreements [23 CFR 710.405] (Note: this action cannot be assumed by TxDOT) FHWA N/A Approve non-highway use and ▇▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 1.23(c)] FHWA for Interstate or TxDOT for Non-Interstate (2) TxDOT(2) Approve disposal at less than fair market value of federally funded right-of-way, including disposals of access control [23 U.S.C. 156 and] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Approve disposal at fair market value of federally funded right-of- way, including disposals of access control [23 CFR 710.409] (Note: 23 CFR 710.201 authorizes FHWA and STATE to agree to scope of property-related oversight and approvals for all actions except those on the Interstate System) FHWA for Interstate or TxDOT for Non-Interstate (2) TxDOT(2) Requests for credits toward the non-Federal share of construction costs for early acquisitions, donations or other contributions applied to a project (note: this action cannot be assumed by TxDOT) FHWA FHWA Federal land transfers [23 CFR 710, Subpart F] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Functional replacement of property [23 CFR 710.509] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Accept Transportation Management Plans (23 CFR 630.1012(b)) TxDOT TxDOT Approval of System Engineering Analysis (for ITS) [23 CFR 940.11] TxDOT TxDOT Approve ▇▇&▇ [▇▇ ▇▇▇ 630.201] TxDOT TxDOT Authorize advance construction and conversions [23 CFR 630.703 & 709] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Approve utility or railroad force account work [23 CFR 645.113 & 646.216] TxDOT TxDOT Approve utility and railroad agreements [23 CFR 645.113 & 646.216] TxDOT TxDOT Approve use of consultants by utility companies [23 CFR 645.109(b)] TxDOT TxDOT Approve exceptions to maximum railroad protective insurance TxDOT TxDOT limits [23 CFR 646.111] Authorize (approve) advertising for ▇▇▇▇ [▇▇ ▇▇▇ 635.112, 309] TxDOT TxDOT Approve cost-effectiveness determinations for construction work performed by force account or by contract awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT Approve emergency determinations for contracts awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT Approve construction engineering by local agency [23 CFR 635.105] TxDOT TxDOT Approve advertising period less than 3 weeks [23 CFR 635.112] TxDOT TxDOT Approve addenda during advertising period [23 CFR 635.112] TxDOT TxDOT Concur in award of ▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.114] TxDOT TxDOT Concur in rejection of [23 CFR 635.114] all bids TxDOT TxDOT Approval of Design-Build Requests-for-Proposals and ▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.112] TxDOT TxDOT Approve changes and extra work [23 CFR 635.120] TxDOT TxDOT Approve contract time [23 CFR 635.120] extensions TxDOT TxDOT Concur in use of mandatory borrow/disposal sites [23 CFR 635.407] TxDOT TxDOT Accept materials certification [23 CFR 637.207] TxDOT TxDOT Concur in settlement of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.124] TxDOT TxDOT Concur in termination of construction contracts [23 CFR 635.125] TxDOT TxDOT Waive Buy America provisions [23 CFR 635.410] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Final inspection/acceptance of completed work [23 USC 114(a)] TxDOT TxDOT Approval of Disadvantaged Business Enterprise (DBE) Project Contract Goal set by the State DOT under 49 CFR 26.51(d). [49 CFR 26.51(e)(3)] TxDOT TxDOT Acceptance of Bidder’s Good Faith Efforts to Meet Contract ▇▇▇▇ [▇▇ ▇▇▇ 26.53] or of Prime Contractor’s Good Faith Efforts to Find Another DBE Subcontractor When a DBE Subcontractor is Terminated or Fails to Complete Its Work [49 CFR 26.53(g)] (Note: this action cannot be performed by the FHWA) TxDOT TxDOT Equal Employment Opportunity (EEO) Contract Compliance Review Approval [23 CFR Part 230, Subpart D]). TxDOT TxDOT Training Special Provision – Approval of Project Goal for training slots or hours [23 CFR Part 230, Subpart A] TxDOT TxDOT Training Special Provision – Approval of New Project Training Programs (Note: this action cannot be assumed by TxDOT) ▇▇▇▇ ▇▇▇▇ [▇▇ ▇▇▇ 230.111(d), (e)] FOOTNOTES: (1) TxDOT is responsible for ensuring that all individual elements of the project are eligible. FHWA will check that the scope of the project as described in submitted project agreement is eligible for the category of funding sought. All final eligibility and participation determinations are retained by FHWA. (2) TxDOT’s process and modifications to, or variation in process, require FHWA approval. (3) Unusual/Complex bridges and structures are those that the Division determines to have unique foundation problems, new or complex designs, exceptionally long spans, exceptionally large foundations, complex hydrologic (including climate change and extreme weather events) aspects, complex hydraulic elements or scour related elements, or that are designed with procedures that depart from currently recognized acceptable practices (i.e., cable-stay, suspension, arch, segmental concrete, moveable, truss, tunnels, or complex geotechnical walls or ground improvement systems) (4) FHWA retained actions that could have been assumed by TxDOT. Projects requiring these actions are PoDI projects and will be governed by a separate plan. The following matrix is a list of program actions. The matrix identifies the Responsible Program Office as well as the primary point of contact or the approving official. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Appropriations, Allotments, Obligations 31 USC 1341(a)(1)(A) & (B); 31 USC 1517(a); 23 USC 118(b); 23 USC 121 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will monitor appropriations, allotments and obligations to ensure that all funding is used efficiently within each quarter and use all Obligation Authority (OA) by the end of the year. Approval of Indirect Cost Allocation Plans (ICAPs) 2 C.F.R Part 200, Subpart E;ASMBC-10 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will certify that the ICAP was prepared in accordance with 2 CFR 200 Subpart E. 1 All actions taken on or after December 26, 2014, shall be governed by the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part 200. Part 200 of 2 CFR supersedes 49 CFR Parts 18 and 19, and requirements from OMB Circulars ▇-▇▇, ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇ (which have been placed in OMB guidances); Circulars ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇; and the guidance in Circular A-50 on Single Audit Act follow-up. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks FIRE Program Activities FHWA Order 4560.1B (or as superseded) Ongoing Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will continue to provide oversight and conduct reviews to ensure Federal-aid compliance. FHWA will review and monitor. TxDOT responsibilities include multiple tasks in support of risk assessments, conducting reviews and implementation of recommendations. Audit Coordination/FHWA Financial Statement Audit/State External Audit Reviews/State Internal Audit Reviews FMFIA, 2 C.F.R Part 200, Subpart F; GAAP, CFO Act of 1990; DOT Order 8000.1C As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT assures corrective action is taken to resolve audit findings and FHWA will monitor activities to ensure implementation. Improper Payments Review Improper Payments Information Act of 2002, PL 107-300, Improper Payments Elimination and Recovery Act of 2010, PL 111-204, Improper Payments Elimination and Recovery Improvement Act of 2012, PL 112-248 Annually Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will provide all information necessary to document sampled payments and FHWA offices will review and complete appropriate data submittal forms. Transfer of Funds between programs or to other FHWA offices or agencies as requested by State 23 USC 126; 23 USC 132, and FHWA Order 4551.1 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will submit requests for transfer and FHWA approves and processes the funding transfers between programs, to other States, to other agencies, and to FHWA HQ, Federal Lands, or Research offices. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Reviews of State 23 USC 106(g)(2)(A) Annually Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer 23 USC 106(g)(2)(A) states that the Secretary shall perform annual reviews that address Transportation Departments Financial Management Systems - Financial Integrity elements of the State transportation departments’ financial management systems that affect projects approved under subsection (a). Review Adequacy of Sub- recipient Project Delivery Systems and Sufficient Accounting Controls to Manage Federal Funds 23 USC 106(g)(4)(A)(i) As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer Periodic Reviews of States Monitoring of sub- recipients 23 USC 106(g)(4)(B) As needed Not Applicable Office of Infrastructure District Engineer Chief Engineer Approval of Increased Federal Share Agreement (Sliding Scale) 23 USC 120(b)(2) As determined by the Federal Share Agreement Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Off

AND AMENDMENTS. A. This S&O Agreement will take effect as of the effective date of the signature of the FHWA Texas South Dakota Division Administrator, who shall sign this S&O Agreement last. B. The Division and TxDOT SDDOT agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: • Significant new legislation, Executive orders, or other initiatives affecting the relationship or responsibilities of one or both parties to the S&O Agreement occurs; • Leadership, or leadership direction, changes at TxDOT the SDDOT or FHWA; or • Priorities shift as a result of audits, public perception, or changes in staffing at either TxDOT the SDDOT or Division Office. C. The Division and TxDOT SDDOT agree that changes may occur to the contents of the Attachments Appendices to this S&O Agreement and documents incorporated by reference into the S&O Agreement. Except , except as provided in paragraph XII.DSection XII.D and E below, and E changes to the Attachments and documents incorporated by reference will not require the Division and TxDOT SDDOT to amend this S&O Agreement. The effective date of any revisions to one of these documents shall be clearly visible in the header of the revised document. This Agreement and any revisions to its attachments revised document shall be posted on the Division’s Stewardship and Oversight S&O Agreement internet site within five (5) business days of the effective date. D. Any changes to the high risk categories categories, Section IX.B, must be documented by an amendment to this S&O Agreement. E. Any changes to the Project Action Responsibility Matrix (Appendix B) must be approved by the FHWA Office of Infrastructure in writing and documented by an amendment to this S&O Agreement. REMAINDER OF PAGE LEFT BLACK INTENTIONALLY The following matrix identifies Federal-aid highway program Appendix A – FHWA/SDDOT Communication Plan and Conflict Resolution Appendix B – Project Action Responsibilities Matrix Appendix C – Program Action Responsibilities Matrix Appendix D – Stewardship and Oversight Indicators Appendix E – PoDI/PoCI SD Program Appendix F – Control Documents Appendix G – Glossary Appendix H – Project Oversight Designation in the Fiscal Management Information System (FAHPFMIS) project approvals South Dakota Department of Transportation (SDDOT) & the South Dakota Division of Federal Highway Administration (FHWA) share a common fundamental goal, which is to provide a safe and related responsibilities on a program-wide basisefficient transportation system. Both entities have different roles in delivering the transportation system to our customers. The matrix specifies which actions are assumed by the State under the provisions purpose of 23 U.S.C. 106(c) or other statutory or regulatory authoritythis document is to improve relationships, as well as those which are reserved to FHWA. Projects classified as PoDI projects are not covered by the matrix, as those projects will be governed by a separate PoDI plan that specifies FHWA and State responsibilities for the project. TxDOT is responsible for ensuring all individual elements of the project are eligible for FAHP funding, but all final eligibility and participation determinations are retained by FHWA. Ensure project in Statewide Transportation Improvement Program (STIP)/Transportation Improvement Program (TIP) TxDOT TxDOT Identify proposed funding category TxDOT(1) TxDOT(1) Obligate funds/approve Federal- aid project agreement, modificationsproduct quality, and project closures (project authorizations) (Note: this action cannot be assumed timeliness of transportation projects by TxDOT) strengthening the communication process. SDDOT & FHWA FHWA Authorize current ▇▇▇▇ (Note: this action cannot be assumed by TxDOT) FHWA FHWA Review and Accept Financial Plan and Annual Updates for Federal Major Projects $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Review Cost Estimates for Federal Major Projects $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot FHWA FHWA be assumed by TxDOT) Develop Financial Plan for Federal Projects between $100 million and $500 million. [23 U.S.C. 106(i)] TxDOT TxDOT All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations excluded from FHWA-TX 327 NEPA Assignment MOU. FHWA FHWA All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations included jointly agree that in the FHWA-TX 327 NEPA Assignment MOU. TxDOT TxDOT Categorical Exclusion approval actions excluded from FHWA- TX 327 NEPA Assignment MOU FHWA FHWA Categorical Exclusion approval actions included in the FHWA- TX 327 NEPA Assignment MOU TxDOT TxDOT Consultant Contract Selection TxDOT(2) TxDOT(2) Sole source Consultant Contract Selection TxDOT(2) TxDOT(2) Approve hiring of consultant order to serve in a “management” role (Note: this action cannot be assumed by TxDOT) [23 CFR 172.9] FHWA FHWA Approve consultant agreements and agreement revisions (Federal non-Major Projects) [23 CFR 172.9] TxDOT TxDOT Approve consultant agreements and agreement revisions on Federal Major Projects [23 CFR 172.9] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Approve exceptions to design standards [23 CFR 625.3(f)] FHWA TxDOT for Interstate (4) or for Non-Interstate TxDOT Interstate System Access Change [23 USC 111] (Note: this action cannot be assumed by TxDOT) FHWA N/A Interstate System Access Justification Report [23 USC 111] (Note: action may be assumed by State pursuant to 23 USC 111(e)) FHWA(4) N/A Airport highway clearance coordination and respective public interest finding (if required) [23 CFR 620.104] TxDOT TxDOT Approve Project Management FHWA FHWA Plan for Federal Major Projects over $500 million [23 USC 106(h)] (Note: this action cannot be assumed by TxDOT) Approve innovative and Public- Private Partnership projects in accordance with SEP-14 and SEP- 15 (Note: this action cannot be assumed by TxDOT) FHWA FHWA Provide pre-approval for preventive maintenance project (until FHWA concurs with FHWA FHWA STATE procedures) (Note: this action cannot be assumed by TxDOT) Provide approval of preliminary plans for unusual/complex bridges or structures(3) on the Interstate. [23 USC 109(a) and FHWA Policy] FHWA N/A Provide approval of preliminary plans for unusual/complex bridges or structures(3) (non-Interstate). [23 USC 109(a) and FHWA Policy] TxDOT TxDOT Approve retaining right-of-way encroachments [23 CFR 1.23 (b) & (c)] TxDOT TxDOT Approve use of local force account agreements [23 CFR 635.104 & 204] TxDOT TxDOT Approve use of publicly owned equipment [23 CFR 635.106] TxDOT TxDOT Approve the use of proprietary products, processes [23 CFR 635.411] TxDOT TxDOT Concur in use of publicly furnished materials [23 CFR 635.407] TxDOT TxDOT Make feasibility/practicability determination for allowing authorization of construction prior to completion of ROW clearance, utility and railroad work [23 CFR 635.309(b)] TxDOT TxDOT Make public interest finding on whether TxDOT may proceed with bid advertisement even FHWA for Interstate or TxDOT for Non-Interstate TxDOT though ROW acquisition/relocation activities are not complete for some parcels [23 CFR 635.309(c)(3)] Ensure compliant ROW certificate is in ▇▇▇▇▇ [▇▇ ▇▇▇ 635.309(c)] TxDOT TxDOT Approve Hardship and Protective FHWA FHWA ▇▇▇▇▇▇ [▇▇ ▇▇▇ 710.503] (If a Federal-aid project) (Note: this action cannot be assumed by TxDOT) Approve Interstate Real Property Interest Use Agreements [23 CFR 710.405] (Note: this action cannot be assumed by TxDOT) FHWA N/A Approve non-highway use and ▇▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 1.23(c)] FHWA for Interstate or TxDOT for Non-Interstate (2) TxDOT(2) Approve disposal at less than fair market value of federally funded right-of-way, including disposals of access control [23 U.S.C. 156 and] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Approve disposal at fair market value of federally funded right-of- way, including disposals of access control [23 CFR 710.409] (Note: 23 CFR 710.201 authorizes FHWA and STATE to agree to scope of property-related oversight and approvals for all actions except those on the Interstate System) FHWA for Interstate or TxDOT for Non-Interstate (2) TxDOT(2) Requests for credits toward the non-Federal share of construction costs for early acquisitions, donations or other contributions applied to a project (note: this action cannot be assumed by TxDOT) FHWA FHWA Federal land transfers [23 CFR 710, Subpart F] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Functional replacement of property [23 CFR 710.509] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Accept Transportation Management Plans (23 CFR 630.1012(b)) TxDOT TxDOT Approval of System Engineering Analysis (for ITS) [23 CFR 940.11] TxDOT TxDOT Approve ▇▇&▇ [▇▇ ▇▇▇ 630.201] TxDOT TxDOT Authorize advance construction and conversions [23 CFR 630.703 & 709] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Approve utility or railroad force account work [23 CFR 645.113 & 646.216] TxDOT TxDOT Approve utility and railroad agreements [23 CFR 645.113 & 646.216] TxDOT TxDOT Approve use of consultants by utility companies [23 CFR 645.109(b)] TxDOT TxDOT Approve exceptions to maximum railroad protective insurance TxDOT TxDOT limits [23 CFR 646.111] Authorize (approve) advertising for ▇▇▇▇ [▇▇ ▇▇▇ 635.112, 309] TxDOT TxDOT Approve cost-effectiveness determinations for construction work performed by force account or by contract awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT Approve emergency determinations for contracts awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT Approve construction engineering by local agency [23 CFR 635.105] TxDOT TxDOT Approve advertising period less than 3 weeks [23 CFR 635.112] TxDOT TxDOT Approve addenda during advertising period [23 CFR 635.112] TxDOT TxDOT Concur in award of ▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.114] TxDOT TxDOT Concur in rejection of [23 CFR 635.114] all bids TxDOT TxDOT Approval of Design-Build Requests-for-Proposals and ▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.112] TxDOT TxDOT Approve changes and extra work [23 CFR 635.120] TxDOT TxDOT Approve contract time [23 CFR 635.120] extensions TxDOT TxDOT Concur in use of mandatory borrow/disposal sites [23 CFR 635.407] TxDOT TxDOT Accept materials certification [23 CFR 637.207] TxDOT TxDOT Concur in settlement of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.124] TxDOT TxDOT Concur in termination of construction contracts [23 CFR 635.125] TxDOT TxDOT Waive Buy America provisions [23 CFR 635.410] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Final inspection/acceptance of completed work [23 USC 114(a)] TxDOT TxDOT Approval of Disadvantaged Business Enterprise (DBE) Project Contract Goal set by the State DOT under 49 CFR 26.51(d). [49 CFR 26.51(e)(3)] TxDOT TxDOT Acceptance of Bidder’s Good Faith Efforts to Meet Contract ▇▇▇▇ [▇▇ ▇▇▇ 26.53] or of Prime Contractor’s Good Faith Efforts to Find Another DBE Subcontractor When a DBE Subcontractor is Terminated or Fails to Complete Its Work [49 CFR 26.53(g)] (Note: this action cannot be performed by the FHWA) TxDOT TxDOT Equal Employment Opportunity (EEO) Contract Compliance Review Approval [23 CFR Part 230, Subpart D]). TxDOT TxDOT Training Special Provision – Approval of Project Goal for training slots or hours [23 CFR Part 230, Subpart A] TxDOT TxDOT Training Special Provision – Approval of New Project Training Programs (Note: this action cannot be assumed by TxDOT) ▇▇▇▇ ▇▇▇▇ [▇▇ ▇▇▇ 230.111(d), (e)] FOOTNOTES: (1) TxDOT is responsible for ensuring that all individual elements of the project are eligible. FHWA will check that the scope of the project as described in submitted project agreement is eligible for the category of funding sought. All final eligibility and participation determinations are retained by FHWA. (2) TxDOT’s process and modifications to, or variation in process, require FHWA approval. (3) Unusual/Complex bridges and structures are those that the Division determines to have unique foundation problems, new or complex designs, exceptionally long spans, exceptionally large foundations, complex hydrologic (including climate change and extreme weather events) aspects, complex hydraulic elements or scour related elements, or that are designed with procedures that depart from currently recognized acceptable practices (i.e., cable-stay, suspension, arch, segmental concrete, moveable, truss, tunnels, or complex geotechnical walls or ground improvement systems) (4) FHWA retained actions that could have been assumed by TxDOT. Projects requiring these actions are PoDI projects and will be governed by a separate plan. The following matrix is a list of program actions. The matrix identifies the Responsible Program Office as well as the primary point of contact or the approving official. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Appropriations, Allotments, Obligations 31 USC 1341(a)(1)(A) & (B); 31 USC 1517(a); 23 USC 118(b); 23 USC 121 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will monitor appropriations, allotments and obligations to ensure that all funding is used efficiently within each quarter and use all Obligation Authority (OA) by the end of the year. Approval of Indirect Cost Allocation Plans (ICAPs) 2 C.F.R Part 200, Subpart E;ASMBC-10 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will certify that the ICAP was prepared in accordance with 2 CFR 200 Subpart E. 1 All actions taken on or after December 26, 2014, shall be governed by the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part 200. Part 200 of 2 CFR supersedes 49 CFR Parts 18 and 19, and requirements from OMB Circulars ▇-▇▇, ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇ (which have been placed in OMB guidances); Circulars ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇; and the guidance in Circular A-50 on Single Audit Act follow-up. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks FIRE Program Activities FHWA Order 4560.1B (or as superseded) Ongoing Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will continue to provide oversight a quality product, the relationship between both offices must continually improve. Proper and conduct reviews open communication between offices is fundamental to ensure Federal-aid compliancethe relationship and trust between entities. FHWA will Communication and project decisions should be made at the appropriate level. Figure 1 as noted on page 5 of this document is intended to guide each office on the lines of proper communication when utilizing the conflict resolution process. Conflicting thoughts or ideas are inevitable in transportation delivery, which is why it’s critical that each organization adhere to the following rules of communication: 1. Early identification and discussion of concerns 2. Decisions should be made at the appropriate level 3. Document decisions and provide an opportunity for each organization to review and monitor4. TxDOT responsibilities include multiple tasks in support of risk assessments, conducting reviews and implementation of recommendations. Audit Coordination/FHWA Financial Statement Audit/State External Audit Reviews/State Internal Audit Reviews FMFIA, 2 C.F.R Part 200, Subpart F; GAAP, CFO Act of 1990; DOT Order 8000.1C As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT assures corrective action is taken to resolve audit findings and FHWA will monitor activities to ensure implementation. Improper Payments Review Improper Payments Information Act of 2002, PL 107-300, Improper Payments Elimination and Recovery Act of 2010, PL 111-204, Improper Payments Elimination and Recovery Improvement Act of 2012, PL 112-248 Annually Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will provide all information necessary to document sampled payments and FHWA offices will review and complete appropriate data submittal forms. Transfer of Funds between programs or to other FHWA offices or agencies as requested by State 23 USC 126; 23 USC 132, and FHWA Order 4551.1 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will submit requests for transfer and FHWA approves and processes the funding transfers between programs, to other States, to other agencies, and to FHWA HQ, Federal Lands, or Research offices. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Reviews of State 23 USC 106(g)(2)(A) Annually Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer 23 USC 106(g)(2)(A) states that the Secretary shall perform annual reviews that address Transportation Departments Financial Management Systems - Financial Integrity elements of the State transportation departments’ financial management systems that affect projects approved under subsection (a). Review Adequacy of Sub- recipient Project Delivery Systems and Sufficient Accounting Controls to Manage Federal Funds 23 USC 106(g)(4)(A)(i) As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer Periodic Reviews of States Monitoring of sub- recipients 23 USC 106(g)(4)(B) As needed Not Applicable Office of Infrastructure District Engineer Chief Engineer Approval of Increased Federal Share Agreement (Sliding Scale) 23 USC 120(b)(2) As determined by the Federal Share Agreement Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial OffBe timely with responses

AND AMENDMENTS. A. This S&O Agreement will take effect as of the effective date of the signature of the FHWA Texas Arizona Division Administrator, who shall sign this S&O Agreement last. B. The Division and TxDOT ADOT agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: • Significant new legislation, Executive orders, or other initiatives affecting the relationship or responsibilities of one or both parties to the S&O Agreement occurs; • Leadership, or leadership direction, changes at TxDOT ADOT or FHWA; or • Priorities shift as a result of audits, public perception, or changes in staffing at either TxDOT ADOT or Division Office. C. The Division and TxDOT ADOT agree that changes may occur to the contents of the Attachments to this S&O Agreement and documents incorporated by reference into the S&O Agreement. Except as provided in paragraph XII.DXII.D. and E, and E changes to the Attachments and documents incorporated by reference will not require the Division and TxDOT ADOT to amend this S&O Agreement. The effective date of any revisions to one of these documents shall be clearly visible in the header of the revised document. This Agreement and any revisions to its attachments revised document shall be posted on the Division’s Stewardship and Oversight S&O Agreement internet site within five (5) business days of the effective date. D. Any changes to the high risk categories must be documented by an amendment to this S&O Agreement. E. Any changes to the Attachment A - Project Action Responsibility Matrix must be approved by the FHWA Office of Infrastructure in writing and documented by an amendment to this S&O Agreement. REMAINDER OF PAGE LEFT BLACK INTENTIONALLY The following matrix identifies Federal-aid highway program (FAHP) project approvals and related responsibilities on a program-wide basis. The matrix specifies which actions are assumed by the State under the provisions of 23 U.S.C. 106(c) or other statutory or regulatory authority, as well as those which are reserved to FHWA. Projects classified as PoDI projects are not covered by the matrix, as those projects will be governed by a separate PoDI plan that specifies FHWA and State responsibilities for the project. TxDOT is responsible for ensuring all individual elements of the project are eligible for FAHP funding, but all final eligibility and participation determinations are retained by FHWA. Ensure project in Statewide Transportation Improvement Program (STIP)/Transportation Improvement Program (TIP) TxDOT TxDOT Identify proposed funding category TxDOT(1) TxDOT(1) Obligate funds/approve Federal- aid project agreement, modifications, and project closures (project authorizations) (Note: this action cannot be assumed by TxDOT) FHWA FHWA Authorize current ▇▇▇▇ (Note: LEFT BLACK INTENTIONALLY Executed this action cannot be assumed by TxDOT) FHWA FHWA Review and Accept Financial Plan and Annual Updates for Federal Major Projects $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Review Cost Estimates for Federal Major Projects $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot FHWA FHWA be assumed by TxDOT) Develop Financial Plan for Federal Projects between $100 million and $500 million9th day of April_ , 2015_. [23 U.S.C. 106(i)] TxDOT TxDOT All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations excluded from FHWA-TX 327 NEPA Assignment MOU. FHWA FHWA All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations included in the FHWA-TX 327 NEPA Assignment MOU. TxDOT TxDOT Categorical Exclusion approval actions excluded from FHWA- TX 327 NEPA Assignment MOU FHWA FHWA Categorical Exclusion approval actions included in the FHWA- TX 327 NEPA Assignment MOU TxDOT TxDOT Consultant Contract Selection TxDOT(2) TxDOT(2) Sole source Consultant Contract Selection TxDOT(2) TxDOT(2) Approve hiring of consultant to serve in a “management” role (Note: this action cannot be assumed by TxDOT) [23 CFR 172.9] FHWA FHWA Approve consultant agreements and agreement revisions (Federal non-Major Projects) [23 CFR 172.9] TxDOT TxDOT Approve consultant agreements and agreement revisions on Federal Major Projects [23 CFR 172.9] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Approve exceptions to design standards [23 CFR 625.3(f)] FHWA TxDOT for Interstate (4) or for Non-Interstate TxDOT Interstate System Access Change [23 USC 111] (Note: this action cannot be assumed by TxDOT) FHWA N/A Interstate System Access Justification Report [23 USC 111] (Note: action may be assumed by State pursuant to 23 USC 111(e)) FHWA(4) N/A Airport highway clearance coordination and respective public interest finding (if required) [23 CFR 620.104] TxDOT TxDOT Approve Project Management FHWA FHWA Plan for Federal Major Projects over $500 million [23 USC 106(h)] (Note: this action cannot be assumed by TxDOT) Approve innovative and Public- Private Partnership projects in accordance with SEP-14 and SEP- 15 (Note: this action cannot be assumed by TxDOT) FHWA FHWA Provide pre-approval for preventive maintenance project (until FHWA concurs with FHWA FHWA STATE procedures) (Note: this action cannot be assumed by TxDOT) Provide approval of preliminary plans for unusual/complex bridges or structures(3) on the Interstate. [23 USC 109(a) and FHWA Policy] FHWA N/A Provide approval of preliminary plans for unusual/complex bridges or structures(3) (non-Interstate). [23 USC 109(a) and FHWA Policy] TxDOT TxDOT Approve retaining right-of-way encroachments [23 CFR 1.23 (b) & (c)] TxDOT TxDOT Approve use of local force account agreements [23 CFR 635.104 & 204] TxDOT TxDOT Approve use of publicly owned equipment [23 CFR 635.106] TxDOT TxDOT Approve the use of proprietary products, processes [23 CFR 635.411] TxDOT TxDOT Concur in use of publicly furnished materials [23 CFR 635.407] TxDOT TxDOT Make feasibility/practicability determination for allowing authorization of construction prior to completion of ROW clearance, utility and railroad work [23 CFR 635.309(b)] TxDOT TxDOT Make public interest finding on whether TxDOT may proceed with bid advertisement even FHWA for Interstate or TxDOT for Non-Interstate TxDOT though ROW acquisition/relocation activities are not complete for some parcels [23 CFR 635.309(c)(3)] Ensure compliant ROW certificate is in ▇▇▇▇▇ [▇▇ ▇▇▇ 635.309(c)] TxDOT TxDOT Approve Hardship and Protective FHWA FHWA ▇▇▇▇▇▇ [▇▇ ▇▇▇ 710.503] (If a Federal-aid project) (Note: this action cannot be assumed by TxDOT) Approve Interstate Real Property Interest Use Agreements [23 CFR 710.405] (Note: this action cannot be assumed by TxDOT) FHWA N/A Approve non-highway use and ▇▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 1.23(c)] FHWA for Interstate or TxDOT for Non-Interstate (2) TxDOT(2) Approve disposal at less than fair market value of federally funded right-of-way, including disposals of access control [23 U.S.C. 156 and] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Approve disposal at fair market value of federally funded right-of- way, including disposals of access control [23 CFR 710.409] (Note: 23 CFR 710.201 authorizes FHWA and STATE to agree to scope of property-related oversight and approvals for all actions except those on the Interstate System) FHWA for Interstate or TxDOT for Non-Interstate (2) TxDOT(2) Requests for credits toward the non-Federal share of construction costs for early acquisitions, donations or other contributions applied to a project (note: this action cannot be assumed by TxDOT) FHWA FHWA Federal land transfers [23 CFR 710, Subpart F] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Functional replacement of property [23 CFR 710.509] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Accept Transportation Management Plans (23 CFR 630.1012(b)) TxDOT TxDOT Approval of System Engineering Analysis (for ITS) [23 CFR 940.11] TxDOT TxDOT Approve ▇▇&▇ [▇▇ ▇▇▇ 630.201] TxDOT TxDOT Authorize advance construction and conversions [23 CFR 630.703 & 709] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Approve utility or railroad force account work [23 CFR 645.113 & 646.216] TxDOT TxDOT Approve utility and railroad agreements [23 CFR 645.113 & 646.216] TxDOT TxDOT Approve use of consultants by utility companies [23 CFR 645.109(b)] TxDOT TxDOT Approve exceptions to maximum railroad protective insurance TxDOT TxDOT limits [23 CFR 646.111] Authorize (approve) advertising for ▇▇▇▇ [▇▇ ▇▇▇ 635.112, 309] TxDOT TxDOT Approve cost-effectiveness determinations for construction work performed by force account or by contract awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT Approve emergency determinations for contracts awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT Approve construction engineering by local agency [23 CFR 635.105] TxDOT TxDOT Approve advertising period less than 3 weeks [23 CFR 635.112] TxDOT TxDOT Approve addenda during advertising period [23 CFR 635.112] TxDOT TxDOT Concur in award of ▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.114] TxDOT TxDOT Concur in rejection of [23 CFR 635.114] all bids TxDOT TxDOT Approval of Design-Build Requests-for-Proposals and ▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.112] TxDOT TxDOT Approve changes and extra work [23 CFR 635.120] TxDOT TxDOT Approve contract time [23 CFR 635.120] extensions TxDOT TxDOT Concur in use of mandatory borrow/disposal sites [23 CFR 635.407] TxDOT TxDOT Accept materials certification [23 CFR 637.207] TxDOT TxDOT Concur in settlement of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ [▇▇ ▇▇▇ 635.124] TxDOT TxDOT Concur in termination Division Administrator Executed this 9th day of construction contracts [23 CFR 635.125] TxDOT TxDOT Waive Buy America provisions [23 CFR 635.410] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Final inspection/acceptance of completed work [23 USC 114(a)] TxDOT TxDOT Approval of Disadvantaged Business Enterprise (DBE) Project Contract Goal set by the State DOT under 49 CFR 26.51(d). [49 CFR 26.51(e)(3)] TxDOT TxDOT Acceptance of Bidder’s Good Faith Efforts to Meet Contract ▇▇▇▇ [▇▇ ▇▇▇ 26.53] or of Prime Contractor’s Good Faith Efforts to Find Another DBE Subcontractor When a DBE Subcontractor is Terminated or Fails to Complete Its Work [49 CFR 26.53(g)] (Note: this action cannot be performed by the FHWA) TxDOT TxDOT Equal Employment Opportunity (EEO) Contract Compliance Review Approval [23 CFR Part 230April _ , Subpart D]). TxDOT TxDOT Training Special Provision – Approval of Project Goal for training slots or hours [23 CFR Part 230, Subpart A] TxDOT TxDOT Training Special Provision – Approval of New Project Training Programs (Note: this action cannot be assumed by TxDOT) ▇▇▇▇ ▇▇▇▇ [▇▇ ▇▇▇ 230.111(d), (e)] FOOTNOTES: (1) TxDOT is responsible for ensuring that all individual elements of the project are eligible. FHWA will check that the scope of the project as described in submitted project agreement is eligible for the category of funding sought. All final eligibility and participation determinations are retained by FHWA2015_. (2) TxDOT’s process and modifications to, or variation in process, require FHWA approval. (3) Unusual/Complex bridges and structures are those that the Division determines to have unique foundation problems, new or complex designs, exceptionally long spans, exceptionally large foundations, complex hydrologic (including climate change and extreme weather events) aspects, complex hydraulic elements or scour related elements, or that are designed with procedures that depart from currently recognized acceptable practices (i.e., cable-stay, suspension, arch, segmental concrete, moveable, truss, tunnels, or complex geotechnical walls or ground improvement systems) (4) FHWA retained actions that could have been assumed by TxDOT. Projects requiring these actions are PoDI projects and will be governed by a separate plan. The following matrix is a list of program actions. The matrix identifies the Responsible Program Office as well as the primary point of contact or the approving official. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Appropriations, Allotments, Obligations 31 USC 1341(a)(1)(A) & (B); 31 USC 1517(a); 23 USC 118(b); 23 USC 121 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will monitor appropriations, allotments and obligations to ensure that all funding is used efficiently within each quarter and use all Obligation Authority (OA) by the end of the year. Approval of Indirect Cost Allocation Plans (ICAPs) 2 C.F.R Part 200, Subpart E;ASMBC-10 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will certify that the ICAP was prepared in accordance with 2 CFR 200 Subpart E. 1 All actions taken on or after December 26, 2014, shall be governed by the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part 200. Part 200 of 2 CFR supersedes 49 CFR Parts 18 and 19, and requirements from OMB Circulars ▇-▇▇, ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇ (which have been placed in OMB guidances); Circulars ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇; and the guidance in Circular A-50 on Single Audit Act follow-up. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks FIRE Program Activities FHWA Order 4560.1B (or as superseded) Ongoing Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will continue to provide oversight and conduct reviews to ensure Federal-aid compliance. FHWA will review and monitor. TxDOT responsibilities include multiple tasks in support of risk assessments, conducting reviews and implementation of recommendations. Audit Coordination/FHWA Financial Statement Audit/State External Audit Reviews/State Internal Audit Reviews FMFIA, 2 C.F.R Part 200, Subpart F; GAAP, CFO Act of 1990; DOT Order 8000.1C As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT assures corrective action is taken to resolve audit findings and FHWA will monitor activities to ensure implementation. Improper Payments Review Improper Payments Information Act of 2002, PL 107-300, Improper Payments Elimination and Recovery Act of 2010, PL 111-204, Improper Payments Elimination and Recovery Improvement Act of 2012, PL 112-248 Annually Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will provide all information necessary to document sampled payments and FHWA offices will review and complete appropriate data submittal forms. Transfer of Funds between programs or to other FHWA offices or agencies as requested by State 23 USC 126; 23 USC 132, and FHWA Order 4551.1 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will submit requests for transfer and FHWA approves and processes the funding transfers between programs, to other States, to other agencies, and to FHWA HQ, Federal Lands, or Research offices. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Reviews of State 23 USC 106(g)(2)(A) Annually Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer 23 USC 106(g)(2)(A) states that the Secretary shall perform annual reviews that address Transportation Departments Financial Management Systems - Financial Integrity elements of the State transportation departments’ financial management systems that affect projects approved under subsection (a). Review Adequacy of Sub- recipient Project Delivery Systems and Sufficient Accounting Controls to Manage Federal Funds 23 USC 106(g)(4)(A)(i) As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer Periodic Reviews of States Monitoring of sub- recipients 23 USC 106(g)(4)(B) As needed Not Applicable Office of Infrastructure District Engineer Chief Engineer Approval of Increased Federal Share Agreement (Sliding Scale) 23 USC 120(b)(2) As determined by the Federal Share Agreement Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Off

AND AMENDMENTS. A. This S&O Agreement will take effect as of the effective date of the signature of the FHWA Texas UTAH Division Administrator, who shall sign this S&O Agreement last. B. The Division and TxDOT State DOT agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: • Significant new New or changes in legislation, Executive orders, regulations, or other initiatives affecting the relationship or responsibilities of one or both parties to the S&O Agreement occurs; • Leadership, or leadership direction, changes at TxDOT the State DOT or FHWA; or • Priorities shift as a result of audits, public perception, or changes in staffing at either TxDOT the State DOT or Division Office. C. The Division and TxDOT State DOT agree that changes may occur to the contents of the Attachments to this S&O Agreement and documents incorporated by reference into the S&O Agreement. Except as provided in paragraph XII.DXII.D and E, and E changes to the Attachments and documents incorporated by reference will not require the Division and TxDOT State DOT to amend this S&O Agreement. The effective date of any revisions to one of these documents shall be clearly visible in the header of the revised document. This Agreement and any revisions to its attachments revised document shall be posted on the Division’s Stewardship and Oversight S&O Agreement internet site within five (5) business days of the effective date. D. Any changes to the high risk categories must be documented by an amendment to this S&O Agreement. E. Any changes to the Project Action Responsibility Matrix must be approved by the FHWA Office of Infrastructure in writing and documented by an amendment to this S&O Agreement. REMAINDER OF PAGE LEFT BLACK INTENTIONALLY The following matrix identifies Federal-aid highway program (FAHP) project approvals and related responsibilities on a program-wide basis. The matrix specifies which actions are assumed by the State under the provisions of 23 U.S.C. 106(c) or other statutory or regulatory authority, as well as those which are reserved to FHWA. Projects classified as PoDI projects are not covered by the matrix, as those projects will be governed by a separate PoDI plan that specifies FHWA and State responsibilities for the project. TxDOT is responsible for ensuring all individual elements of the project are eligible for FAHP funding, but all final eligibility and participation determinations are retained by FHWA. Ensure project in Statewide Transportation Improvement Program (STIP)/Transportation Improvement Program (TIP) TxDOT TxDOT Identify proposed funding category TxDOT(1) TxDOT(1) Obligate funds/approve Federal- aid project agreement, modifications, and project closures (project authorizations) (Note: this action cannot be assumed by TxDOT) FHWA FHWA Authorize current ▇▇▇▇ (Note: this action cannot be assumed by TxDOT) FHWA FHWA Review and Accept Financial Plan and Annual Updates for Federal Major Projects $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Review Cost Estimates for Federal Major Projects $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot FHWA FHWA be assumed by TxDOT) Develop Financial Plan for Federal Projects between $100 million and $500 million. [23 U.S.C. 106(i)] TxDOT TxDOT All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations excluded from FHWA-TX 327 NEPA Assignment MOU. FHWA FHWA All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations included in the FHWA-TX 327 NEPA Assignment MOU. TxDOT TxDOT Categorical Exclusion approval actions excluded from FHWA- TX 327 NEPA Assignment MOU FHWA FHWA Categorical Exclusion approval actions included in the FHWA- TX 327 NEPA Assignment MOU TxDOT TxDOT Consultant Contract Selection TxDOT(2) TxDOT(2) Sole source Consultant Contract Selection TxDOT(2) TxDOT(2) Approve hiring of consultant to serve in a “management” role (Note: this action cannot be assumed by TxDOT) [23 CFR 172.9] FHWA FHWA Approve consultant agreements and agreement revisions (Federal non-Major Projects) [23 CFR 172.9] TxDOT TxDOT Approve consultant agreements and agreement revisions on Federal Major Projects [23 CFR 172.9] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Approve exceptions to design standards [23 CFR 625.3(f)] FHWA TxDOT for Interstate (4) or for Non-Interstate TxDOT Interstate System Access Change [23 USC 111] (Note: this action cannot be assumed by TxDOT) FHWA N/A Interstate System Access Justification Report [23 USC 111] (Note: action may be assumed by State pursuant to 23 USC 111(e)) FHWA(4) N/A Airport highway clearance coordination and respective public interest finding (if required) [23 CFR 620.104] TxDOT TxDOT Approve Project Management FHWA FHWA Plan for Federal Major Projects over $500 million [23 USC 106(h)] (Note: this action cannot be assumed by TxDOT) Approve innovative and Public- Private Partnership projects in accordance with SEP-14 and SEP- 15 (Note: this action cannot be assumed by TxDOT) FHWA FHWA Provide pre-approval for preventive maintenance project (until FHWA concurs with FHWA FHWA STATE procedures) (Note: this action cannot be assumed by TxDOT) Provide approval of preliminary plans for unusual/complex bridges or structures(3) on the Interstate. [23 USC 109(a) and FHWA Policy] FHWA N/A Provide approval of preliminary plans for unusual/complex bridges or structures(3) (non-Interstate). [23 USC 109(a) and FHWA Policy] TxDOT TxDOT Approve retaining right-of-way encroachments [23 CFR 1.23 (b) & (c)] TxDOT TxDOT Approve use of local force account agreements [23 CFR 635.104 & 204] TxDOT TxDOT Approve use of publicly owned equipment [23 CFR 635.106] TxDOT TxDOT Approve the use of proprietary products, processes [23 CFR 635.411] TxDOT TxDOT Concur in use of publicly furnished materials [23 CFR 635.407] TxDOT TxDOT Make feasibility/practicability determination for allowing authorization of construction prior to completion of ROW clearance, utility and railroad work [23 CFR 635.309(b)] TxDOT TxDOT Make public interest finding on whether TxDOT may proceed with bid advertisement even FHWA for Interstate or TxDOT for Non-Interstate TxDOT though ROW acquisition/relocation activities are not complete for some parcels [23 CFR 635.309(c)(3)] Ensure compliant ROW certificate is in ▇▇▇▇▇ [▇▇ ▇▇▇ 635.309(c)] TxDOT TxDOT Approve Hardship and Protective FHWA FHWA ▇▇▇▇▇▇ [▇▇ ▇▇▇ 710.503] (If a Federal-aid project) (Note: this action cannot be assumed by TxDOT) Approve Interstate Real Property Interest Use Agreements [23 CFR 710.405] (Note: this action cannot be assumed by TxDOT) FHWA N/A Approve non-highway use and ▇▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 1.23(c)] FHWA for Interstate or TxDOT for Non-Interstate (2) TxDOT(2) Approve disposal at less than fair market value of federally funded right-of-way, including disposals of access control [23 U.S.C. 156 and] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Approve disposal at fair market value of federally funded right-of- way, including disposals of access control [23 CFR 710.409] (Note: 23 CFR 710.201 authorizes FHWA and STATE to agree to scope of property-related oversight and approvals for all actions except those on the Interstate System) FHWA for Interstate or TxDOT for Non-Interstate (2) TxDOT(2) Requests for credits toward the non-Federal share of construction costs for early acquisitions, donations or other contributions applied to a project (note: this action cannot be assumed by TxDOT) FHWA FHWA Federal land transfers [23 CFR 710, Subpart F] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Functional replacement of property [23 CFR 710.509] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Accept Transportation Management Plans (23 CFR 630.1012(b)) TxDOT TxDOT Approval of System Engineering Analysis (for ITS) [23 CFR 940.11] TxDOT TxDOT Approve ▇▇&▇ [▇▇ ▇▇▇ 630.201] TxDOT TxDOT Authorize advance construction and conversions [23 CFR 630.703 & 709] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Approve utility or railroad force account work [23 CFR 645.113 & 646.216] TxDOT TxDOT Approve utility and railroad agreements [23 CFR 645.113 & 646.216] TxDOT TxDOT Approve use of consultants by utility companies [23 CFR 645.109(b)] TxDOT TxDOT Approve exceptions to maximum railroad protective insurance TxDOT TxDOT limits [23 CFR 646.111] Authorize (approve) advertising for ▇▇▇▇ [▇▇ ▇▇▇ 635.112, 309] TxDOT TxDOT Approve cost-effectiveness determinations for construction work performed by force account or by contract awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT Approve emergency determinations for contracts awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT Approve construction engineering by local agency [23 CFR 635.105] TxDOT TxDOT Approve advertising period less than 3 weeks [23 CFR 635.112] TxDOT TxDOT Approve addenda during advertising period [23 CFR 635.112] TxDOT TxDOT Concur in award of ▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.114] TxDOT TxDOT Concur in rejection of [23 CFR 635.114] all bids TxDOT TxDOT Approval of Design-Build Requests-for-Proposals and ▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.112] TxDOT TxDOT Approve changes and extra work [23 CFR 635.120] TxDOT TxDOT Approve contract time [23 CFR 635.120] extensions TxDOT TxDOT Concur in use of mandatory borrow/disposal sites [23 CFR 635.407] TxDOT TxDOT Accept materials certification [23 CFR 637.207] TxDOT TxDOT Concur in settlement of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.124] TxDOT TxDOT Concur in termination of construction contracts [23 CFR 635.125] TxDOT TxDOT Waive Buy America provisions [23 CFR 635.410] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Final inspection/acceptance of completed work [23 USC 114(a)] TxDOT TxDOT Approval of Disadvantaged Business Enterprise (DBE) Project Contract Goal set by the State DOT under 49 CFR 26.51(d). [49 CFR 26.51(e)(3)] TxDOT TxDOT Acceptance of Bidder’s Good Faith Efforts to Meet Contract ▇▇▇▇ [▇▇ ▇▇▇ 26.53] or of Prime Contractor’s Good Faith Efforts to Find Another DBE Subcontractor When a DBE Subcontractor is Terminated or Fails to Complete Its Work [49 CFR 26.53(g)] (Note: this action cannot be performed by the FHWA) TxDOT TxDOT Equal Employment Opportunity (EEO) Contract Compliance Review Approval [23 CFR Part 230, Subpart D]). TxDOT TxDOT Training Special Provision – Approval of Project Goal for training slots or hours [23 CFR Part 230, Subpart A] TxDOT TxDOT Training Special Provision – Approval of New Project Training Programs (Note: this action cannot be assumed by TxDOT) ▇▇▇▇ ▇▇▇▇ [▇▇ ▇▇▇ 230.111(d), (e)] FOOTNOTES: (1) TxDOT is responsible for ensuring that all individual elements of the project are eligible. FHWA will check that the scope of the project as described in submitted project agreement is eligible for the category of funding sought. All final eligibility and participation determinations are retained by FHWA. (2) TxDOT’s process and modifications to, or variation in process, require FHWA approval. (3) Unusual/Complex bridges and structures are those that the Division determines to have unique foundation problems, new or complex designs, exceptionally long spans, exceptionally large foundations, complex hydrologic (including climate change and extreme weather events) aspects, complex hydraulic elements or scour related elements, or that are designed with procedures that depart from currently recognized acceptable practices (i.e., cable-stay, suspension, arch, segmental concrete, moveable, truss, tunnels, or complex geotechnical walls or ground improvement systems) (4) FHWA retained actions that could have been assumed by TxDOT. Projects requiring these actions are PoDI projects and will be governed by a separate plan. The following matrix is a list of program actions. The matrix identifies the Responsible Program Office as well as the primary point of contact or the approving official. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Appropriations, Allotments, Obligations 31 USC 1341(a)(1)(A) & (B); 31 USC 1517(a); 23 USC 118(b); 23 USC 121 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will monitor appropriations, allotments and obligations to ensure that all funding is used efficiently within each quarter and use all Obligation Authority (OA) by the end of the year. Approval of Indirect Cost Allocation Plans (ICAPs) 2 C.F.R Part 200, Subpart E;ASMBC-10 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will certify that the ICAP was prepared in accordance with 2 CFR 200 Subpart E. 1 All actions taken on or after December 26, 2014, shall be governed by the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part 200. Part 200 of 2 CFR supersedes 49 CFR Parts 18 and 19, and requirements from OMB Circulars ▇-▇▇, ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇ (which have been placed in OMB guidances); Circulars ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇; and the guidance in Circular A-50 on Single Audit Act follow-up. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks FIRE Program Activities FHWA Order 4560.1B (or as superseded) Ongoing Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will continue to provide oversight and conduct reviews to ensure Federal-aid compliance. FHWA will review and monitor. TxDOT responsibilities include multiple tasks in support of risk assessments, conducting reviews and implementation of recommendations. Audit Coordination/FHWA Financial Statement Audit/State External Audit Reviews/State Internal Audit Reviews FMFIA, 2 C.F.R Part 200, Subpart F; GAAP, CFO Act of 1990; DOT Order 8000.1C As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT assures corrective action is taken to resolve audit findings and FHWA will monitor activities to ensure implementation. Improper Payments Review Improper Payments Information Act of 2002, PL 107-300, Improper Payments Elimination and Recovery Act of 2010, PL 111-204, Improper Payments Elimination and Recovery Improvement Act of 2012, PL 112-248 Annually Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will provide all information necessary to document sampled payments and FHWA offices will review and complete appropriate data submittal forms. Transfer of Funds between programs or to other FHWA offices or agencies as requested by State 23 USC 126; 23 USC 132, and FHWA Order 4551.1 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will submit requests for transfer and FHWA approves and processes the funding transfers between programs, to other States, to other agencies, and to FHWA HQ, Federal Lands, or Research offices. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Reviews of State 23 USC 106(g)(2)(A) Annually Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer 23 USC 106(g)(2)(A) states that the Secretary shall perform annual reviews that address Transportation Departments Financial Management Systems - Financial Integrity elements of the State transportation departments’ financial management systems that affect projects approved under subsection (a). Review Adequacy of Sub- recipient Project Delivery Systems and Sufficient Accounting Controls to Manage Federal Funds 23 USC 106(g)(4)(A)(i) As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer Periodic Reviews of States Monitoring of sub- recipients 23 USC 106(g)(4)(B) As needed Not Applicable Office of Infrastructure District Engineer Chief Engineer Approval of Increased Federal Share Agreement (Sliding Scale) 23 USC 120(b)(2) As determined by the Federal Share Agreement Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Off

AND AMENDMENTS. ‌ A. This S&O Agreement will take effect as of the effective date of the signature of the FHWA Texas Michigan Division Administrator, who shall sign this S&O Agreement last. B. The Division and TxDOT MDOT agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: • Significant new legislation, Executive orders, or other initiatives affecting the relationship or responsibilities of one or both parties to the S&O Agreement occurs; • Leadership, or leadership direction, changes at TxDOT the MDOT or FHWA; or • Priorities shift as a result of audits, public perception, or changes in staffing at either TxDOT the MDOT or Division Office. C. The Division and TxDOT MDOT agree that changes may occur to the contents of the Attachments to this S&O Agreement and documents incorporated by reference into the S&O Agreement. Except as provided in paragraph XII.DXII.D and E, and E changes to the Attachments and documents incorporated by reference will not require the Division and TxDOT MDOT to amend this S&O Agreement. The effective date of any revisions to one of these documents shall be clearly visible in the header of the revised document. This Agreement and any revisions to its attachments revised document shall be posted on the Division’s Stewardship and Oversight S&O Agreement internet site within five (5) business days of the effective date. D. Any changes to the high risk categories must be documented by an amendment to this S&O Agreement. E. Any changes to the Project Action Responsibility Matrix must be approved by the FHWA Office of Infrastructure in writing and documented by an amendment to this S&O Agreement. REMAINDER OF PAGE LEFT BLACK INTENTIONALLY Executed this 20th day of _May , 201 . _/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Signature ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Division Administrator Executed this 20th day of May , 201 . Signature ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Director ATTACHMENT A: PROJECT ACTION RESPONSIBILITY MATRIX‌ If FHWA retains an action the State could have assumed (on the NHS) or has a right to assume (off the NHS), the affected projects become PoDI projects. 1 Matrix users may find it easier to identify such situations if you mark such instances in the matrix with a note or asterisk (*). 1 The following matrix identifies are considered PoDI projects: Major Projects (>$500M); Appalachian Development Highway Projects; TIGER Discretionary Grant Projects; NHS Projects with Retained FHWA Project Approval; Non-NHS Projects with Retained FHWA Project Approval; and Projects Selected by FHWA for Risk-based Stewardship & Oversight. Regardless of retained project approval actions, any Federal-aid highway program Highway Project either on or off the NHS that the Division identifies as having an elevated level of risk can be selected for risk-based stewardship and oversight and would then be identified as a PoDI. Please see “Projects of Division Interest (FAHPPoDI)/Projects of Corporate Interest (PoCI) project approvals and related responsibilities on a program-wide basis. The matrix specifies which actions are assumed by the State under the provisions of 23 U.S.C. 106(cGuidance (available at ▇▇▇▇://▇▇▇.▇▇▇▇.▇▇▇.▇▇▇/federalaid/stewardship/ ) or other statutory or regulatory authority, as well as those which are reserved to FHWA. Projects classified as PoDI projects are not covered by the matrix, as those projects will be governed by a separate PoDI plan that specifies FHWA and State responsibilities for the project. TxDOT is responsible for ensuring all individual elements of the project are eligible for FAHP funding, but all final eligibility and participation determinations are retained by FHWA. Ensure project in Statewide Transportation Improvement Program (STIP)/Transportation Improvement Program (TIP) TxDOT TxDOT STATE STATE Identify proposed funding category TxDOT(1STATE(1) TxDOT(1STATE(1) Obligate funds/approve Federal- aid project agreement, modifications, and project closures (project authorizations) (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Authorize current ▇▇▇▇ bill (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Review and Accept Financial Plan and Annual Updates for Federal Major Projects over $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Review Cost Estimates for Federal Major Projects over $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot FHWA FHWA be assumed by TxDOTState) FHWA FHWA Develop Financial Plan for Federal Projects between $100 million and $500 million. [23 U.S.C. 106(i)] TxDOT TxDOT STATE STATE All EA/FONSI, EIS/ROD▇▇▇/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations excluded from FHWA-TX 327 NEPA Assignment MOUregulations. FHWA FHWA All EA/FONSI, EIS/ROD, 4(f), 106, 6(f(Note: this action cannot be assumed by STATE except under 23 U.S.C. 327) and other approval actions required by Federal environmental laws and regulations included in the FHWA-TX 327 NEPA Assignment MOU. TxDOT TxDOT FHWA(2) FHWA(2) Categorical Exclusion approval actions excluded from FHWA- TX 327 NEPA Assignment MOU FHWA FHWA Categorical Exclusion approval actions included in (Note this action cannot be assumed by the FHWA- TX 327 NEPA Assignment MOU TxDOT TxDOT State except through an assignment under 23 U.S.C. 326 or 327, or through a programmatic agreement pursuant to Section 1318(d) of MAP-21 and 23 CFR 771.117(g))) FHWA(2) FHWA(2) Consultant Contract Selection TxDOT(2STATE (3) TxDOT(2STATE (3) Sole source Consultant Contract Selection TxDOT(2STATE (3) TxDOT(2STATE (3) Approve hiring of consultant to serve in a “management” role (Note: this action cannot be assumed by TxDOTState) [23 CFR 172.9] FHWA FHWA Approve consultant agreements and agreement revisions (Federal non-Major Projects) [23 CFR 172.9] TxDOT TxDOT STATE STATE Approve consultant agreements and agreement revisions on Federal Major Projects [23 CFR 172.9] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve exceptions to design standards [23 CFR 625.3(f)] FHWA TxDOT for Interstate (4) or for Non-Interstate TxDOT STATE STATE Interstate System Access Change [23 USC 111] (Note: this action cannot be assumed by TxDOTState) FHWA N/A Interstate System Access Justification Report [23 USC 111] (Note: action may be assumed by State pursuant to 23 USC 111(e)) FHWA(4) FHWA* N/A Airport highway clearance coordination and respective public STATE STATE interest finding (if required) [23 CFR 620.104] TxDOT TxDOT Approve Project Management FHWA FHWA Plan for Federal Major Projects over $500 million [23 USC 106(h)] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve innovative and Public- Private Partnership projects in accordance with SEP-14 and SEP- 15 (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Provide pre-approval for preventive maintenance project (until FHWA concurs with FHWA FHWA STATE procedures) (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Provide approval of preliminary plans for unusual/complex bridges or structures(3) structures on the Interstate. [23 USC 109(a) and FHWA Policy] FHWA (4) N/A Provide approval of preliminary plans for unusual/complex bridges or structures(3) structures (non-Interstate). [23 USC 109(a) and FHWA Policy] TxDOT TxDOT State (4) STATE Approve retaining right-of-way encroachments [23 CFR 1.23 (b) & (c)] TxDOT TxDOT STATE STATE Approve use of local force account agreements [23 CFR 635.104 & 204] TxDOT TxDOT STATE STATE Approve use of publicly owned equipment [23 CFR 635.106] TxDOT TxDOT STATE STATE Approve the use of proprietary products, processes [23 CFR 635.411] TxDOT TxDOT STATE STATE Concur in use of publicly furnished materials [23 CFR 635.407] TxDOT TxDOT STATE STATE Make feasibility/practicability determination for allowing authorization of construction prior to completion of ROW clearance, utility and railroad work [23 CFR 635.309(b)] TxDOT TxDOT FHWA* STATE Make public interest finding on whether TxDOT State may proceed with bid advertisement even FHWA for Interstate or TxDOT for Non-Interstate TxDOT though ROW acquisition/relocation activities are not complete for some parcels [23 CFR 635.309(c)(3)] FHWA* STATE Ensure compliant ROW certificate is in ▇▇▇▇▇ place [▇▇ ▇▇▇ 23 CFR 635.309(c)] TxDOT TxDOT STATE STATE Approve Hardship and Protective FHWA FHWA ▇▇▇▇▇▇ Buying [▇▇ ▇▇▇ 23 CFR 710.503] (If a Federal-aid project) (Note: this action cannot be assumed by TxDOTState) Approve Interstate Real Property Interest Use Agreements [23 CFR 710.405] (Note: this action cannot be assumed by TxDOTState) FHWA N/A Approve non-highway use and ▇▇▇▇▇▇▇▇▇ occupancy [▇▇ ▇▇▇ 23 CFR 1.23(c)] FHWA for Interstate or TxDOT STATE for Non-Interstate (23) TxDOT(2STATE (3) Approve disposal at less than fair market value of federally funded right-of-way, including disposals of access control [23 U.S.C. 156 and156] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve disposal at fair market value of federally funded right-of- way, including disposals of access control [23 CFR 710.409] (Note: 23 CFR 710.201 authorizes FHWA and STATE to agree to scope of property-related FHWA* STATE (3) oversight and approvals for all actions except those on the Interstate System) FHWA for Interstate or TxDOT for Non-Interstate (2) TxDOT(2) Requests for credits toward the non-Federal share of construction costs for early acquisitions, donations or other contributions applied to a project (note: this action cannot be assumed by TxDOTState) FHWA FHWA Federal land transfers [23 CFR 710, Subpart F] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Functional replacement of property [23 CFR 710.509] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Accept Transportation Management Plans (23 CFR 630.1012(b)) TxDOT TxDOT STATE STATE Approval of System Engineering Analysis (for ITS) [23 CFR 940.11] TxDOT TxDOT STATE STATE Approve ▇▇&▇ PS&E [▇▇ ▇▇▇ 23 CFR 630.201] TxDOT TxDOT STATE STATE Authorize advance construction and conversions [23 CFR 630.703 & 709] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Approve utility or railroad force account work [23 CFR 645.113 & 646.216] TxDOT TxDOT STATE STATE Approve utility and railroad agreements [23 CFR 645.113 & 646.216] TxDOT TxDOT STATE STATE Approve use of consultants by utility companies [23 CFR 645.109(b)] TxDOT TxDOT STATE STATE Approve exceptions to maximum railroad protective insurance TxDOT TxDOT limits [23 CFR 646.111] STATE STATE Authorize (approve) advertising for ▇▇▇▇ bids [▇▇ ▇▇▇ 23 CFR 635.112, 309] TxDOT TxDOT STATE STATE Approve cost-effectiveness determinations for construction work performed by force account or by contract awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT STATE STATE Approve emergency determinations for contracts awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT STATE STATE Approve construction engineering by local agency [23 CFR 635.105] TxDOT TxDOT STATE STATE Approve advertising period less than 3 weeks [23 CFR 635.112] TxDOT TxDOT STATE STATE Approve addenda during advertising period [23 CFR 635.112] TxDOT TxDOT FHWA or STATE, whichever approved PS&E STATE Concur in award of ▇▇▇▇▇▇▇▇ contract [▇▇ ▇▇▇ 23 CFR 635.114] TxDOT TxDOT STATE STATE Concur in rejection of [23 CFR 635.114] all bids TxDOT TxDOT STATE STATE Approval of Design-Build Requests-for-Proposals and ▇▇▇▇▇▇▇ Addenda [▇▇ ▇▇▇ 23 CFR 635.112] TxDOT TxDOT STATE STATE Approve changes and extra work [23 CFR 635.120] TxDOT TxDOT STATE STATE Approve contract time [23 CFR 635.120] extensions TxDOT TxDOT STATE STATE Concur in use of mandatory borrow/disposal sites [23 CFR 635.407] TxDOT TxDOT STATE STATE Accept materials certification [23 CFR 637.207] TxDOT TxDOT STATE STATE Concur in settlement of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ contract claims [▇▇ ▇▇▇ 23 CFR 635.124] TxDOT TxDOT STATE STATE Concur in termination of construction contracts [23 CFR 635.125] TxDOT TxDOT STATE STATE Waive Buy America provisions [23 CFR 635.410] (Note: this action cannot be assumed by TxDOTState) FHWA FHWA Final inspection/acceptance of completed work [23 USC 114(a)] TxDOT TxDOT STATE STATE Approval of Disadvantaged STATE STATE Business Enterprise (DBE) Project Contract Goal set by the State DOT under 49 CFR 26.51(d). [49 CFR 26.51(e)(3)] TxDOT TxDOT Acceptance of Bidder▇▇▇▇▇▇’s Good Faith Efforts to Meet Contract ▇▇▇▇ Goal [▇▇ ▇▇▇ 49 CFR 26.53] or of Prime Contractor’s Good Faith Efforts to Find Another DBE Subcontractor When a DBE Subcontractor is Terminated or Fails to Complete Its Work [49 CFR 26.53(g)] (Note: this action cannot be performed by the FHWA) TxDOT TxDOT STATE STATE Equal Employment Opportunity (EEO) Contract Compliance Review Approval [23 CFR Part 230, Subpart D]). TxDOT TxDOT FHWA* STATE Training Special Provision – Approval of Project Goal for training slots or hours [23 CFR Part 230, Subpart A] TxDOT TxDOT STATE STATE Training Special Provision – Approval of New Project Training Programs (Note: this action FHWA FHWA cannot be assumed by TxDOTState) ▇▇▇▇ ▇▇▇▇ [▇▇ ▇▇▇ 23 CFR 230.111(d), (e)] FOOTNOTES: (1) TxDOT State is responsible for ensuring that all individual elements of the project are eligible. FHWA will check that the scope of the project as described in submitted project agreement is eligible for the category of funding sought. All final eligibility and participation determinations are retained by FHWA. (2) TxDOTIf there is a 23 U.S.C. 326 or 325 assignment or PCE agreement, decisions are handled in accordance with those assignments or agreements. (3) State’s process and modifications to, or variation in process, require FHWA approval. (34) Unusual/Complex bridges and structures are those that the Division determines to have unique foundation problems, new or complex designs, exceptionally long spans, exceptionally large foundations, complex hydrologic (including climate change and extreme weather events) aspects, complex hydraulic elements or scour related elements, or that are designed with procedures that depart from currently recognized acceptable practices (i.e., cable-stay, suspension, arch, segmental concrete, moveable, truss, tunnels, or complex geotechnical walls or ground improvement systems) (4) FHWA retained actions that could have been assumed by TxDOT. Projects requiring these actions are PoDI projects and will be governed by a separate plan. The following matrix is a list of program actions. The matrix identifies the Responsible Program Office as well as the primary point of contact or the approving official. ATTACHMENT B: PROGRAM RESPONSIBILITY MATRIX‌ Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA State DOT Responsible Program Office Remarks Division Point of Contact TxDOT Point of Contact Remarks Responsible Program Office Appropriations, Allotments, Obligations 31 USC 1341(a)(1)(A) )& (B); 31 USC 1517(a); 23 USC 118(b); , 23 USC 121 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT Operations Division State will monitor appropriations, allotments and obligations to ensure that all funding is used efficiently within each quarter and use all Obligation Authority (OA) by the end of the year. Approval of Indirect Cost Allocation Plans (ICAPs) 2 C.F.R Part 200, Subpart E;ASMBC-10 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT Operations Division The State will certify that the ICAP was prepared in accordance with 2 CFR 200 Subpart E. 1 All actions taken on or after December 26, 2014, shall be governed by the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part 200. Part 200 of 2 CFR supersedes 49 CFR Parts 18 and 19, and requirements from OMB Circulars ▇-▇▇, ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇ (which have been placed in OMB guidances); Circulars ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇; and the guidance in Circular A-50 on Single Audit Act follow-up. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks E. FIRE Program Activities FHWA Order 4560.1B 4560.1C (or as superseded) Ongoing Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT Operations Division State will continue to provide oversight and conduct reviews to ensure Federal-aid compliance. FHWA will review and monitor. TxDOT State responsibilities include multiple tasks in support of risk assessments, conducting reviews and implementation of recommendations. Audit Coordination/FHWA Financial Statement Audit/State External Audit Reviews/State Internal Audit Reviews FMFIA, 2 C.F.R Part 200, Subpart F; ; GAAP, CFO Act of 1990; DOT Order 8000.1C As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT Operations Division State assures corrective action is taken to resolve audit findings and FHWA will monitor activities to ensure implementation. Activity Authority Frequency Due Date FHWA HQ Program Office FHWA State DOT Responsible Program Office Remarks Division Responsible Program Office Improper Payments Review Improper Payments Information Act of Annually Office of Chief Financial Officer Finance Financial Operations Division State will provide all information necessary to document sampled payments and FHWA offices will review and complete appropriate data submittal forms. 2002, PL 107-300, Improper Payments Elimination and Recovery Act of 2010, PL 111-204, Improper Payments Elimination and Recovery Improvement Act of 2012, PL 112-248 Annually Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will provide all information necessary to document sampled payments and FHWA offices will review and complete appropriate data submittal forms. Transfer of Funds between programs or to other FHWA offices or agencies as requested by State 23 USC 126; , 23 USC 132, and FHWA Order 4551.1 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT Operations Division State will submit requests for transfer and FHWA approves and processes the funding transfers between programs, to other States, to other agencies, and to FHWA HQ, Federal Lands, or Research offices. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Reviews of State 23 USC 106(g)(2)(A) Annually Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer Operations Division 23 USC 106(g)(2)(A) states that the Secretary shall perform annual reviews that address Transportation Departments Financial Management Systems - Financial Integrity elements of the State transportation departments’ financial management systems that affect projects approved under subsection (a). Review Adequacy of Sub- recipient Project Delivery Systems and Sufficient Accounting Controls to Manage Federal Funds 23 USC 106(g)(4)(A)(i) As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer Operations Division Periodic Reviews of States Monitoring of sub- recipients States 23 USC 106(g)(4)(B) As needed Not Applicable Office of Infrastructure District Engineer Chief Engineer Engineering and Operations Financial Operations Division / Office of Commission Audits Activity Authority Frequency Due Date FHWA HQ Program Office FHWA State DOT Responsible Program Office Remarks Division Responsible Program Office Approval of Increased Federal Share Agreement (Sliding Scale) 23 USC 120(b)(2) As determined by the Federal Share Agreement Not Applicable Office of Chief Financial Officer Director Finance Financial Operations Division A State must enter into an agreement with FHWA for use of the increased Federal share allowable under this section, which must be reviewed and Administration Chief Financial Offupdated periodically as agreed to in the agreement. States must demonstrate that they are in compliance with the statute and the agreement. Prepare / Review Title VI Plan Accomplishments and Next

AND AMENDMENTS. A. This S&O Agreement will take effect as of the effective date of the signature of the FHWA Texas Arkansas Division Administrator, who shall sign this S&O Agreement last. B. The Division and TxDOT AHTD agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: •  Significant new legislation, Executive orders, or other initiatives affecting the relationship or responsibilities of one or both parties to the S&O Agreement occurs; •  Leadership, or leadership direction, changes at TxDOT AHTD or FHWA; or •  Priorities shift as a result of audits, public perception, or changes in staffing at either TxDOT AHTD or the Division Office. C. The Division and TxDOT AHTD agree that changes may occur to the contents of the Attachments to this S&O Agreement and documents incorporated by reference into the S&O Agreement. Except as provided in paragraph XII.DXIII.D and E, and E changes to the Attachments and documents incorporated by reference will not require the Division and TxDOT AHTD to amend this S&O Agreement. The effective date of any revisions to one of these documents shall be clearly visible in the header of the revised document. This Agreement and any revisions to its attachments revised document shall be posted on the Division’s Stewardship and Oversight S&O Agreement internet site within five (5) business days of the effective date. D. Any changes to the high risk categories must be documented by an amendment to this S&O Agreement. E. Any changes to the Project Action Responsibility Matrix must be approved by the FHWA Office of Infrastructure in writing and documented by an amendment to this S&O Agreement. REMAINDER OF PAGE LEFT BLACK INTENTIONALLY The following matrix identifies Federal-aid highway program Executed this_29th day of April , 2015 Division Administrator Executed this 29th day of April , 2015 _/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Director of Highways and Transportation In the matrix, actions marked with an asterisk (FAHP“FHWA*”) project approvals and related responsibilities on a program-wide basis. The matrix specifies which actions are those FHWA has retained but could have been assumed by the State under through FHWA discretion (on the provisions of 23 U.S.C. 106(cNHS) or other statutory or regulatory authority, as well as those which are reserved to FHWAby right (off the NHS). Projects classified as PoDI requiring those actions are PoDI1 projects are not covered by the matrix, as those because of FHWA’s retained authority. Those projects will be governed by a separate PoDI plan that specifies FHWA and Plan. The State responsibilities for the project. TxDOT DOT is responsible for ensuring all individual elements of the project are eligible for FAHP funding, but all final eligibility and participation determinations are retained by FHWA. Ensure project in Statewide Transportation Improvement Program (STIP)/Transportation Improvement Program (TIP) TxDOT TxDOT STATE STATE Identify proposed funding category TxDOT(1STATE(1) TxDOT(1) Obligate funds/approve Federal- aid project agreement, modifications, and project closures (project authorizations) (Note: this action cannot be assumed by TxDOT) FHWA FHWA Authorize current ▇▇▇▇ (Note: this action cannot be assumed by TxDOT) FHWA FHWA Review and Accept Financial Plan and Annual Updates for Federal Major Projects $500 million or more [23 U.S.C. 106(hSTATE(1)] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Review Cost Estimates for Federal Major Projects $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot FHWA FHWA be assumed by TxDOT) Develop Financial Plan for Federal Projects between $100 million and $500 million. [23 U.S.C. 106(i)] TxDOT TxDOT All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations excluded from FHWA-TX 327 NEPA Assignment MOU. FHWA FHWA All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations included in the FHWA-TX 327 NEPA Assignment MOU. TxDOT TxDOT Categorical Exclusion approval actions excluded from FHWA- TX 327 NEPA Assignment MOU FHWA FHWA Categorical Exclusion approval actions included in the FHWA- TX 327 NEPA Assignment MOU TxDOT TxDOT Consultant Contract Selection TxDOT(2) TxDOT(2) Sole source Consultant Contract Selection TxDOT(2) TxDOT(2) Approve hiring of consultant to serve in a “management” role (Note: this action cannot be assumed by TxDOT) [23 CFR 172.9] FHWA FHWA Approve consultant agreements and agreement revisions (Federal non-Major Projects) [23 CFR 172.9] TxDOT TxDOT Approve consultant agreements and agreement revisions on Federal Major Projects [23 CFR 172.9] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Approve exceptions to design standards [23 CFR 625.3(f)] FHWA TxDOT for Interstate (4) or for Non-Interstate TxDOT Interstate System Access Change [23 USC 111] (Note: this action cannot be assumed by TxDOT) FHWA N/A Interstate System Access Justification Report [23 USC 111] (Note: action may be assumed by State pursuant to 23 USC 111(e)) FHWA(4) N/A Airport highway clearance coordination and respective public interest finding (if required) [23 CFR 620.104] TxDOT TxDOT Approve Project Management FHWA FHWA Plan for Federal Major Projects over $500 million [23 USC 106(h)] (Note: this action cannot be assumed by TxDOT) Approve innovative and Public- Private Partnership projects in accordance with SEP-14 and SEP- 15 (Note: this action cannot be assumed by TxDOT) FHWA FHWA Provide pre-approval for preventive maintenance project (until FHWA concurs with FHWA FHWA STATE procedures) (Note: this action cannot be assumed by TxDOT) Provide approval of preliminary plans for unusual/complex bridges or structures(3) on the Interstate. [23 USC 109(a) and FHWA Policy] FHWA N/A Provide approval of preliminary plans for unusual/complex bridges or structures(3) (non-Interstate). [23 USC 109(a) and FHWA Policy] TxDOT TxDOT Approve retaining right-of-way encroachments [23 CFR 1.23 (b) & (c)] TxDOT TxDOT Approve use of local force account agreements [23 CFR 635.104 & 204] TxDOT TxDOT Approve use of publicly owned equipment [23 CFR 635.106] TxDOT TxDOT Approve the use of proprietary products, processes [23 CFR 635.411] TxDOT TxDOT Concur in use of publicly furnished materials [23 CFR 635.407] TxDOT TxDOT Make feasibility/practicability determination for allowing authorization of construction prior to completion of ROW clearance, utility and railroad work [23 CFR 635.309(b)] TxDOT TxDOT Make public interest finding on whether TxDOT may proceed with bid advertisement even FHWA for Interstate or TxDOT for Non-Interstate TxDOT though ROW acquisition/relocation activities are not complete for some parcels [23 CFR 635.309(c)(3)] Ensure compliant ROW certificate is in ▇▇▇▇▇ [▇▇ ▇▇▇ 635.309(c)] TxDOT TxDOT Approve Hardship and Protective FHWA FHWA ▇▇▇▇▇▇ [▇▇ ▇▇▇ 710.503] (If a Federal-aid project) (Note: this action cannot be assumed by TxDOT) Approve Interstate Real Property Interest Use Agreements [23 CFR 710.405] (Note: this action cannot be assumed by TxDOT) FHWA N/A Approve non-highway use and ▇▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 1.23(c)] FHWA for Interstate or TxDOT for Non-Interstate (2) TxDOT(2) Approve disposal at less than fair market value of federally funded right-of-way, including disposals of access control [23 U.S.C. 156 and] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Approve disposal at fair market value of federally funded right-of- way, including disposals of access control [23 CFR 710.409] (Note: 23 CFR 710.201 authorizes FHWA and STATE to agree to scope of property-related oversight and approvals for all actions except those on the Interstate System) FHWA for Interstate or TxDOT for Non-Interstate (2) TxDOT(2) Requests for credits toward the non-Federal share of construction costs for early acquisitions, donations or other contributions applied to a project (note: this action cannot be assumed by TxDOT) FHWA FHWA Federal land transfers [23 CFR 710, Subpart F] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Functional replacement of property [23 CFR 710.509] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Accept Transportation Management Plans (23 CFR 630.1012(b)) TxDOT TxDOT Approval of System Engineering Analysis (for ITS) [23 CFR 940.11] TxDOT TxDOT Approve ▇▇&▇ [▇▇ ▇▇▇ 630.201] TxDOT TxDOT Authorize advance construction and conversions [23 CFR 630.703 & 709] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Approve utility or railroad force account work [23 CFR 645.113 & 646.216] TxDOT TxDOT Approve utility and railroad agreements [23 CFR 645.113 & 646.216] TxDOT TxDOT Approve use of consultants by utility companies [23 CFR 645.109(b)] TxDOT TxDOT Approve exceptions to maximum railroad protective insurance TxDOT TxDOT limits [23 CFR 646.111] Authorize (approve) advertising for ▇▇▇▇ [▇▇ ▇▇▇ 635.112, 309] TxDOT TxDOT Approve cost-effectiveness determinations for construction work performed by force account or by contract awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT Approve emergency determinations for contracts awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT Approve construction engineering by local agency [23 CFR 635.105] TxDOT TxDOT Approve advertising period less than 3 weeks [23 CFR 635.112] TxDOT TxDOT Approve addenda during advertising period [23 CFR 635.112] TxDOT TxDOT Concur in award of ▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.114] TxDOT TxDOT Concur in rejection of [23 CFR 635.114] all bids TxDOT TxDOT Approval of Design-Build Requests-for-Proposals and ▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.112] TxDOT TxDOT Approve changes and extra work [23 CFR 635.120] TxDOT TxDOT Approve contract time [23 CFR 635.120] extensions TxDOT TxDOT Concur in use of mandatory borrow/disposal sites [23 CFR 635.407] TxDOT TxDOT Accept materials certification [23 CFR 637.207] TxDOT TxDOT Concur in settlement of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.124] TxDOT TxDOT Concur in termination of construction contracts [23 CFR 635.125] TxDOT TxDOT Waive Buy America provisions [23 CFR 635.410] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Final inspection/acceptance of completed work [23 USC 114(a)] TxDOT TxDOT Approval of Disadvantaged Business Enterprise (DBE) Project Contract Goal set by the State DOT under 49 CFR 26.51(d). [49 CFR 26.51(e)(3)] TxDOT TxDOT Acceptance of Bidder’s Good Faith Efforts to Meet Contract ▇▇▇▇ [▇▇ ▇▇▇ 26.53] or of Prime Contractor’s Good Faith Efforts to Find Another DBE Subcontractor When a DBE Subcontractor is Terminated or Fails to Complete Its Work [49 CFR 26.53(g)] (Note: this action cannot be performed by the FHWA) TxDOT TxDOT Equal Employment Opportunity (EEO) Contract Compliance Review Approval [23 CFR Part 230, Subpart D]). TxDOT TxDOT Training Special Provision – Approval of Project Goal for training slots or hours [23 CFR Part 230, Subpart A] TxDOT TxDOT Training Special Provision – Approval of New Project Training Programs (Note: this action cannot be assumed by TxDOT) ▇▇▇▇ ▇▇▇▇ [▇▇ ▇▇▇ 230.111(d), (e)] FOOTNOTES: (1) TxDOT is responsible for ensuring that all individual elements of the project are eligible. FHWA will check that the scope of the project as described in submitted project agreement is eligible for the category of funding sought. All final eligibility and participation determinations are retained by FHWA. (2) TxDOT’s process and modifications to, or variation in process, require FHWA approval. (3) Unusual/Complex bridges and structures are those that the Division determines to have unique foundation problems, new or complex designs, exceptionally long spans, exceptionally large foundations, complex hydrologic (including climate change and extreme weather events) aspects, complex hydraulic elements or scour related elements, or that are designed with procedures that depart from currently recognized acceptable practices (i.e., cable-stay, suspension, arch, segmental concrete, moveable, truss, tunnels, or complex geotechnical walls or ground improvement systems) (4) FHWA retained actions that could have been assumed by TxDOT. Projects requiring these actions are PoDI projects and will be governed by a separate plan. The following matrix is a list of program actions. The matrix identifies the Responsible Program Office as well as the primary point of contact or the approving official. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Appropriations, Allotments, Obligations 31 USC 1341(a)(1)(A) & (B); 31 USC 1517(a); 23 USC 118(b); 23 USC 121 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will monitor appropriations, allotments and obligations to ensure that all funding is used efficiently within each quarter and use all Obligation Authority (OA) by the end of the year. Approval of Indirect Cost Allocation Plans (ICAPs) 2 C.F.R Part 200, Subpart E;ASMBC-10 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will certify that the ICAP was prepared in accordance with 2 CFR 200 Subpart E. 1 All actions taken on or after December 26, 2014, shall be governed by the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part 200. Part 200 of 2 CFR supersedes 49 CFR Parts 18 and 19, and requirements from OMB Circulars ▇-▇▇, ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇ (which have been placed in OMB guidances); Circulars ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇; and the guidance in Circular A-50 on Single Audit Act follow-up. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks FIRE Program Activities FHWA Order 4560.1B (or as superseded) Ongoing Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will continue to provide oversight and conduct reviews to ensure Federal-aid compliance. FHWA will review and monitor. TxDOT responsibilities include multiple tasks in support of risk assessments, conducting reviews and implementation of recommendations. Audit Coordination/FHWA Financial Statement Audit/State External Audit Reviews/State Internal Audit Reviews FMFIA, 2 C.F.R Part 200, Subpart F; GAAP, CFO Act of 1990; DOT Order 8000.1C As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT assures corrective action is taken to resolve audit findings and FHWA will monitor activities to ensure implementation. Improper Payments Review Improper Payments Information Act of 2002, PL 107-300, Improper Payments Elimination and Recovery Act of 2010, PL 111-204, Improper Payments Elimination and Recovery Improvement Act of 2012, PL 112-248 Annually Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will provide all information necessary to document sampled payments and FHWA offices will review and complete appropriate data submittal forms. Transfer of Funds between programs or to other FHWA offices or agencies as requested by State 23 USC 126; 23 USC 132, and FHWA Order 4551.1 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will submit requests for transfer and FHWA approves and processes the funding transfers between programs, to other States, to other agencies, and to FHWA HQ, Federal Lands, or Research offices. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Reviews of State 23 USC 106(g)(2)(A) Annually Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer 23 USC 106(g)(2)(A) states that the Secretary shall perform annual reviews that address Transportation Departments Financial Management Systems - Financial Integrity elements of the State transportation departments’ financial management systems that affect projects approved under subsection (a). Review Adequacy of Sub- recipient Project Delivery Systems and Sufficient Accounting Controls to Manage Federal Funds 23 USC 106(g)(4)(A)(i) As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer Periodic Reviews of States Monitoring of sub- recipients 23 USC 106(g)(4)(B) As needed Not Applicable Office of Infrastructure District Engineer Chief Engineer Approval of Increased Federal Share Agreement (Sliding Scale) 23 USC 120(b)(2) As determined by the Federal Share Agreement Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Off

AND AMENDMENTS. ‌ This Agreement supersedes all previously executed Stewardship and Oversight Agreements between the FHWA and PennDOT. Upon execution, this S&O Agreement will apply immediately to all new Federal-aid projects and all existing Federal-aid projects under design. Federal-aid projects under construction will retain their current oversight designation through completion, unless FHWA and PennDOT mutually agree to change that designation. A. This S&O Agreement will take effect as of the effective date of the signature of the FHWA Texas Pennsylvania Division Administrator, who shall sign this S&O Agreement last. B. The Division FHWA and TxDOT PennDOT agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: • Significant new legislation, Executive orders, or other initiatives affecting the relationship or responsibilities of one or both parties to the S&O Agreement occurs; • Leadership, or leadership direction, changes at TxDOT PennDOT or FHWA; or • Priorities shift as a result of audits, public perception, or changes in staffing at either TxDOT PennDOT or the Division Office. C. The Division FHWA and TxDOT PennDOT agree that changes may occur to the contents of the Attachments Appendices to this S&O Agreement and documents incorporated by reference into the S&O Agreement. Except as provided in paragraph XII.DXII.D and E, and E changes to the Attachments Appendices and documents incorporated by reference will not require the Division FHWA and TxDOT PennDOT to amend this S&O Agreement. The effective date of any revisions to one of these documents shall be clearly visible in the header of the revised document. This Agreement and any revisions to its attachments revised document shall be posted on the FHWA Pennsylvania Division’s Stewardship and Oversight S&O Agreement internet site within five (5) business days of the effective date. D. Any changes to the high risk categories must be documented by an amendment to this S&O Agreement. E. Any changes to the Project Action Responsibility Matrix must be approved by the FHWA Office of Infrastructure in writing and documented by an amendment to this S&O Agreement. REMAINDER OF PAGE LEFT BLACK INTENTIONALLY The following matrix identifies Federal-aid highway program (FAHP) project approvals and related responsibilities on a program-wide basisExecuted this 11th day of May , 2015 . The matrix specifies which actions are assumed by the State under the provisions of 23 U.S.C. 106(c) or other statutory or regulatory authority, as well as those which are reserved to FHWA. Projects classified as PoDI projects are not covered by the matrix, as those projects will be governed by a separate PoDI plan that specifies FHWA and State responsibilities for the project. TxDOT is responsible for ensuring all individual elements of the project are eligible for FAHP funding, but all final eligibility and participation determinations are retained by FHWA. Ensure project in Statewide Transportation Improvement Program (STIP)/Transportation Improvement Program (TIP) TxDOT TxDOT Identify proposed funding category TxDOT(1) TxDOT(1) Obligate funds/approve Federal- aid project agreement, modifications, and project closures (project authorizations) (Note: this action cannot be assumed by TxDOT) FHWA FHWA Authorize current ▇▇▇▇ (Note: this action cannot be assumed by TxDOT) FHWA FHWA Review and Accept Financial Plan and Annual Updates for Federal Major Projects $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Review Cost Estimates for Federal Major Projects $500 million or more [23 U.S.C. 106(h)] (Note: this action cannot FHWA FHWA be assumed by TxDOT) Develop Financial Plan for Federal Projects between $100 million and $500 million. [23 U.S.C. 106(i)] TxDOT TxDOT All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations excluded from FHWA-TX 327 NEPA Assignment MOU. FHWA FHWA All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations included in the FHWA-TX 327 NEPA Assignment MOU. TxDOT TxDOT Categorical Exclusion approval actions excluded from FHWA- TX 327 NEPA Assignment MOU FHWA FHWA Categorical Exclusion approval actions included in the FHWA- TX 327 NEPA Assignment MOU TxDOT TxDOT Consultant Contract Selection TxDOT(2) TxDOT(2) Sole source Consultant Contract Selection TxDOT(2) TxDOT(2) Approve hiring of consultant to serve in a “management” role (Note: this action cannot be assumed by TxDOT) [23 CFR 172.9] FHWA FHWA Approve consultant agreements and agreement revisions (Federal non-Major Projects) [23 CFR 172.9] TxDOT TxDOT Approve consultant agreements and agreement revisions on Federal Major Projects [23 CFR 172.9] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Approve exceptions to design standards [23 CFR 625.3(f)] FHWA TxDOT for Interstate (4) or for Non-Interstate TxDOT Interstate System Access Change [23 USC 111] (Note: this action cannot be assumed by TxDOT) FHWA N/A Interstate System Access Justification Report [23 USC 111] (Note: action may be assumed by State pursuant to 23 USC 111(e)) FHWA(4) N/A Airport highway clearance coordination and respective public interest finding (if required) [23 CFR 620.104] TxDOT TxDOT Approve Project Management FHWA FHWA Plan for Federal Major Projects over $500 million [23 USC 106(h)] (Note: this action cannot be assumed by TxDOT) Approve innovative and Public- Private Partnership projects in accordance with SEP-14 and SEP- 15 (Note: this action cannot be assumed by TxDOT) FHWA FHWA Provide pre-approval for preventive maintenance project (until FHWA concurs with FHWA FHWA STATE procedures) (Note: this action cannot be assumed by TxDOT) Provide approval of preliminary plans for unusual/complex bridges or structures(3) on the Interstate. [23 USC 109(a) and FHWA Policy] FHWA N/A Provide approval of preliminary plans for unusual/complex bridges or structures(3) (non-Interstate). [23 USC 109(a) and FHWA Policy] TxDOT TxDOT Approve retaining right-of-way encroachments [23 CFR 1.23 (b) & (c)] TxDOT TxDOT Approve use of local force account agreements [23 CFR 635.104 & 204] TxDOT TxDOT Approve use of publicly owned equipment [23 CFR 635.106] TxDOT TxDOT Approve the use of proprietary products, processes [23 CFR 635.411] TxDOT TxDOT Concur in use of publicly furnished materials [23 CFR 635.407] TxDOT TxDOT Make feasibility/practicability determination for allowing authorization of construction prior to completion of ROW clearance, utility and railroad work [23 CFR 635.309(b)] TxDOT TxDOT Make public interest finding on whether TxDOT may proceed with bid advertisement even FHWA for Interstate or TxDOT for Non-Interstate TxDOT though ROW acquisition/relocation activities are not complete for some parcels [23 CFR 635.309(c)(3)] Ensure compliant ROW certificate is in ▇▇▇▇▇ [▇▇ ▇▇▇ 635.309(c)] TxDOT TxDOT Approve Hardship and Protective FHWA FHWA ▇▇▇▇▇▇ [▇▇ ▇▇▇ 710.503] (If a Federal-aid project) (Note: this action cannot be assumed by TxDOT) Approve Interstate Real Property Interest Use Agreements [23 CFR 710.405] (Note: this action cannot be assumed by TxDOT) FHWA N/A Approve non-highway use and ▇▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 1.23(c)] FHWA for Interstate or TxDOT for Non-Interstate (2) TxDOT(2) Approve disposal at less than fair market value of federally funded right-of-way, including disposals of access control [23 U.S.C. 156 and] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Approve disposal at fair market value of federally funded right-of- way, including disposals of access control [23 CFR 710.409] (Note: 23 CFR 710.201 authorizes FHWA and STATE to agree to scope of property-related oversight and approvals for all actions except those on the Interstate System) FHWA for Interstate or TxDOT for Non-Interstate (2) TxDOT(2) Requests for credits toward the non-Federal share of construction costs for early acquisitions, donations or other contributions applied to a project (note: this action cannot be assumed by TxDOT) FHWA FHWA Federal land transfers [23 CFR 710, Subpart F] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Functional replacement of property [23 CFR 710.509] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Accept Transportation Management Plans (23 CFR 630.1012(b)) TxDOT TxDOT Approval of System Engineering Analysis (for ITS) [23 CFR 940.11] TxDOT TxDOT Approve ▇▇&▇ [▇▇ ▇▇▇ 630.201] TxDOT TxDOT Authorize advance construction and conversions [23 CFR 630.703 & 709] (Note: this action cannot be assumed by TxDOT) FHWA FHWA Approve utility or railroad force account work [23 CFR 645.113 & 646.216] TxDOT TxDOT Approve utility and railroad agreements [23 CFR 645.113 & 646.216] TxDOT TxDOT Approve use of consultants by utility companies [23 CFR 645.109(b)] TxDOT TxDOT Approve exceptions to maximum railroad protective insurance TxDOT TxDOT limits [23 CFR 646.111] Authorize (approve) advertising for ▇▇▇▇ [▇▇ ▇▇▇ 635.112, 309] TxDOT TxDOT Approve cost-effectiveness determinations for construction work performed by force account or by contract awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT Approve emergency determinations for contracts awarded by other than competitive bidding [23 CFR 635.104 &.204] TxDOT TxDOT Approve construction engineering by local agency [23 CFR 635.105] TxDOT TxDOT Approve advertising period less than 3 weeks [23 CFR 635.112] TxDOT TxDOT Approve addenda during advertising period [23 CFR 635.112] TxDOT TxDOT Concur in award of ▇▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.114] TxDOT TxDOT Concur in rejection of [23 CFR 635.114] all bids TxDOT TxDOT Approval of Design-Build Requests-for-Proposals and ▇▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.112] TxDOT TxDOT Approve changes and extra work [23 CFR 635.120] TxDOT TxDOT Approve contract time [23 CFR 635.120] extensions TxDOT TxDOT Concur in use of mandatory borrow/disposal sites [23 CFR 635.407] TxDOT TxDOT Accept materials certification [23 CFR 637.207] TxDOT TxDOT Concur in settlement of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ [▇▇ ▇▇▇ 635.124] TxDOT TxDOT Concur in termination Secretary of construction contracts [23 CFR 635.125] TxDOT TxDOT Waive Buy America provisions [23 CFR 635.410] (Note: Transportation Executed this action cannot be assumed by TxDOT) FHWA FHWA Final inspection/acceptance 26th day of completed work [23 USC 114(a)] TxDOT TxDOT Approval of Disadvantaged Business Enterprise (DBE) Project Contract Goal set by the State DOT under 49 CFR 26.51(d). [49 CFR 26.51(e)(3)] TxDOT TxDOT Acceptance of Bidder’s Good Faith Efforts to Meet Contract ▇▇▇▇ [▇▇ ▇▇▇ 26.53] or of Prime Contractor’s Good Faith Efforts to Find Another DBE Subcontractor When a DBE Subcontractor is Terminated or Fails to Complete Its Work [49 CFR 26.53(g)] (Note: this action cannot be performed by the FHWA) TxDOT TxDOT Equal Employment Opportunity (EEO) Contract Compliance Review Approval [23 CFR Part 230May , Subpart D]). TxDOT TxDOT Training Special Provision – Approval of Project Goal for training slots or hours [23 CFR Part 230, Subpart A] TxDOT TxDOT Training Special Provision – Approval of New Project Training Programs (Note: this action cannot be assumed by TxDOT) ▇▇▇▇ ▇▇▇▇ [▇▇ ▇▇▇ 230.111(d), (e)] FOOTNOTES: (1) TxDOT is responsible for ensuring that all individual elements of the project are eligible. FHWA will check that the scope of the project as described in submitted project agreement is eligible for the category of funding sought. All final eligibility and participation determinations are retained by FHWA2015 . (2) TxDOT’s process and modifications to, or variation in process, require FHWA approval. (3) Unusual/Complex bridges and structures are those that the Division determines to have unique foundation problems, new or complex designs, exceptionally long spans, exceptionally large foundations, complex hydrologic (including climate change and extreme weather events) aspects, complex hydraulic elements or scour related elements, or that are designed with procedures that depart from currently recognized acceptable practices (i.e., cable-stay, suspension, arch, segmental concrete, moveable, truss, tunnels, or complex geotechnical walls or ground improvement systems) (4) FHWA retained actions that could have been assumed by TxDOT. Projects requiring these actions are PoDI projects and will be governed by a separate plan. The following matrix is a list of program actions. The matrix identifies the Responsible Program Office as well as the primary point of contact or the approving official. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Appropriations, Allotments, Obligations 31 USC 1341(a)(1)(A) & (B); 31 USC 1517(a); 23 USC 118(b); 23 USC 121 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will monitor appropriations, allotments and obligations to ensure that all funding is used efficiently within each quarter and use all Obligation Authority (OA) by the end of the year. Approval of Indirect Cost Allocation Plans (ICAPs) 2 C.F.R Part 200, Subpart E;ASMBC-10 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will certify that the ICAP was prepared in accordance with 2 CFR 200 Subpart E. 1 All actions taken on or after December 26, 2014, shall be governed by the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards in 2 CFR Part 200. Part 200 of 2 CFR supersedes 49 CFR Parts 18 and 19, and requirements from OMB Circulars ▇-▇▇, ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇ (which have been placed in OMB guidances); Circulars ▇-▇▇, ▇-▇▇▇, ▇▇▇ ▇-▇▇▇; and the guidance in Circular A-50 on Single Audit Act follow-up. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks FIRE Program Activities FHWA Order 4560.1B (or as superseded) Ongoing Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will continue to provide oversight and conduct reviews to ensure Federal-aid compliance. FHWA will review and monitor. TxDOT responsibilities include multiple tasks in support of risk assessments, conducting reviews and implementation of recommendations. Audit Coordination/FHWA Financial Statement Audit/State External Audit Reviews/State Internal Audit Reviews FMFIA, 2 C.F.R Part 200, Subpart F; GAAP, CFO Act of 1990; DOT Order 8000.1C As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT assures corrective action is taken to resolve audit findings and FHWA will monitor activities to ensure implementation. Improper Payments Review Improper Payments Information Act of 2002, PL 107-300, Improper Payments Elimination and Recovery Act of 2010, PL 111-204, Improper Payments Elimination and Recovery Improvement Act of 2012, PL 112-248 Annually Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will provide all information necessary to document sampled payments and FHWA offices will review and complete appropriate data submittal forms. Transfer of Funds between programs or to other FHWA offices or agencies as requested by State 23 USC 126; 23 USC 132, and FHWA Order 4551.1 As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer TxDOT will submit requests for transfer and FHWA approves and processes the funding transfers between programs, to other States, to other agencies, and to FHWA HQ, Federal Lands, or Research offices. Activity Authority 1 Frequency Due Date FHWA HQ Program Office FHWA Division Point of Contact TxDOT Point of Contact Remarks Reviews of State 23 USC 106(g)(2)(A) Annually Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer 23 USC 106(g)(2)(A) states that the Secretary shall perform annual reviews that address Transportation Departments Financial Management Systems - Financial Integrity elements of the State transportation departments’ financial management systems that affect projects approved under subsection (a). Review Adequacy of Sub- recipient Project Delivery Systems and Sufficient Accounting Controls to Manage Federal Funds 23 USC 106(g)(4)(A)(i) As needed Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Officer Periodic Reviews of States Monitoring of sub- recipients 23 USC 106(g)(4)(B) As needed Not Applicable Office of Infrastructure District Engineer Chief Engineer Approval of Increased Federal Share Agreement (Sliding Scale) 23 USC 120(b)(2) As determined by the Federal Share Agreement Not Applicable Office of Chief Financial Officer Director Finance and Administration Chief Financial Off