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 UTAH Division Administrator, who shall sign this S&O Agreement last. B. The Division and State DOT agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: • 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 the State DOT or FHWA; or • Priorities shift as a result of audits, public perception, or changes in staffing at either the State DOT or Division Office. C. The Division and 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.D and E, changes to the Attachments and documents incorporated by reference will not require the Division and 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 revised document shall be posted on the Division’s 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.

AND AMENDMENTS. A. This S&O Agreement will take effect as of the effective date of the signature of the FHWA UTAH Arkansas Division Administrator, who shall sign this S&O Agreement last. B. The Division and State DOT AHTD agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: • New or changes in  Significant new 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 the State DOT AHTD or FHWA; or •  Priorities shift as a result of audits, public perception, or changes in staffing at either AHTD or the State DOT or Division Office. C. The Division and State DOT 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.D XIII.D and E, changes to the Attachments and documents incorporated by reference will not require the Division and State DOT 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 revised document shall be posted on the Division’s 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.. Executed this_29th day of April , 2015 Division Administrator Executed this 29th day of April , 2015 _/s/ Xxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx Director of Highways and Transportation In the matrix, actions marked with an asterisk (“FHWA*”) are those FHWA has retained but could have been assumed by the State through FHWA discretion (on the NHS) or by right (off the NHS). Projects requiring those actions are PoDI1 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) STATE STATE Identify proposed funding category STATE(1) STATE(1)

AND AMENDMENTS. A. This S&O Agreement will take effect as of the effective date of the signature of the FHWA UTAH Michigan Division Administrator, who shall sign this S&O Agreement last. B. The Division and State DOT MDOT agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: • New or changes in  Significant new 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 the State DOT MDOT or FHWA; or •  Priorities shift as a result of audits, public perception, or changes in staffing at either the State DOT MDOT or Division Office. C. The Division and State DOT 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.D and E, changes to the Attachments and documents incorporated by reference will not require the Division and State DOT 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 revised document shall be posted on the Division’s 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. ATTACHMENT A: PROJECT ACTION RESPONSIBILITY MATRIX 1 The following are considered PoDI projects: Major Projects (>$500M);

AND AMENDMENTS. A. This S&O Agreement will take effect as of the effective date of the signature of the FHWA UTAH Arkansas Division Administrator, who shall sign this S&O Agreement last. B. The Division and State DOT AHTD agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: • New or changes in Significant new 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 the State DOT AHTD or FHWA; or • Priorities shift as a result of audits, public perception, or changes in staffing at either AHTD or the State DOT or Division Office. C. The Division and State DOT 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.D XIII.D and E, changes to the Attachments and documents incorporated by reference will not require the Division and State DOT 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 revised document shall be posted on the Division’s 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.. In the matrix, actions marked with an asterisk (“FHWA*”) are those FHWA has retained but could have been assumed by the State through FHWA discretion (on the NHS) or by right (off the NHS). Projects requiring those actions are PoDI1 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) STATE STATE Identify proposed funding category STATE(1) STATE(1) Obligate funds/approve Federal- aid project agreement, modifications, and project closures (project authorizations) (Note: this action cannot be assumed by State) FHWA FHWA Authorize current bill (Note: this action cannot be assumed by State) FHWA FHWA

AND AMENDMENTS. A. This S&O Agreement will take effect as of the effective date of the signature of the FHWA UTAH Arizona Division Administrator, who shall sign this S&O Agreement last. B. The Division and State DOT ADOT agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: • New or changes in Significant new 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 the State DOT ADOT or FHWA; or • Priorities shift as a result of audits, public perception, or changes in staffing at either the State DOT ADOT or Division Office. C. The Division and State DOT 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.D XII.D. and E, changes to the Attachments and documents incorporated by reference will not require the Division and State DOT 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 revised document shall be posted on the Division’s 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 XXXX LEFT BLACK INTENTIONALLY Executed this 9th day of April_ , 2015_. Xxxxx X. Xxxxx Division Administrator Executed this 9th day of April _ , 2015_.

AND AMENDMENTS. A. This S&O Agreement will take effect as of the effective date of the signature of the FHWA UTAH [INSERT STATE] Division Administrator, who shall sign this S&O Agreement last. B. The Division and State DOT agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: • New or changes in Significant new 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 the State DOT or FHWA; or • Priorities shift as a result of audits, public perception, or changes in staffing at either the State DOT or Division Office. C. The Division and 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.D and E, changes to the Attachments and documents incorporated by reference will not require the Division and 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 revised document shall be posted on the Division’s 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 xxxx such instances in the matrix with a note or asterisk (*). 1 The following 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 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 (PoDI)/Projects of Corporate Interest (PoCI) Guidance (available at xxxx://xxx.xxxx.xxx.xxx/federalaid/stewardship/ ) 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. PROGRAMMING (All phases) Ensure project in Statewide Transportation Improvement Program (STIP)/Transportation Improvement Program (TIP) STATE STATE Identify proposed funding category STATE(1) STATE(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 State) FHWA FHWA Authorize current xxxx (Note: this action cannot be assumed by State) FHWA FHWA Review and Accept Financial Plan and Annual Updates for Federal Major Projects over $500 million [23 U.S.C. 106(h)] (Note: this action cannot be assumed by State) FHWA FHWA PROJECTS ON THE NHS PROJECTS OFF THE NHS Review Cost Estimates for Federal Major Projects over $500 million [23 U.S.C. 106(h)] (Note: this action cannot be assumed by State) FHWA FHWA Develop Financial Plan for Federal Projects between $100 million and $500 million. [23 U.S.C. 106(i)] 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. (Note: this action cannot be assumed by STATE except under 23 U.S.C. 327) FHWA(2) FHWA(2) Categorical Exclusion approval actions (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(2)

AND AMENDMENTS. A. This S&O Agreement will take effect as of the effective date of the signature of the FHWA UTAH Mississippi Division Administrator, who shall sign this S&O Agreement last. B. The Division and State DOT agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: • New or changes in Significant new 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 the State DOT or FHWA; or • Priorities shift as a result of audits, public perception, or changes in staffing at either the State DOT or Division Office. C. The Division and 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.D and E, changes to the Attachments and documents incorporated by reference will not require the Division and 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 revised document shall be posted on the Division’s 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. 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) STATE STATE Identify proposed funding category STATE(1) STATE(1) Obligate funds/approve Federal- aid project agreement, modifications, and project closures (project authorizations) (Note: this action cannot be assumed by State) FHWA FHWA Authorize current xxxx (Note: this action cannot be assumed by State) FHWA FHWA Review and Accept Financial Plan and Annual Updates for Federal Major Projects over $500 million [23 U.S.C. 106(h)] (Note: this action cannot be assumed by State) FHWA FHWA Review Cost Estimates for Federal Major Projects over $500 million [23 U.S.C. 106(h)] (Note: this action cannot be assumed by State) FHWA FHWA Develop Financial Plan for Federal Projects between $100 million and $500 million. [23 U.S.C. 106(i)] STATE STATE All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations. (Note: this action cannot be assumed by STATE except under 23 U.S.C. 327) FHWA(2) FHWA(2) Categorical Exclusion approval actions (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(2) Consultant Contract Selection STATE (3) STATE (3) Sole source Consultant Contract Selection STATE (3) STATE (3) Approve hiring of consultant to serve in a “management” role (Note: this action cannot be assumed by State) [23 CFR 172.9] FHWA FHWA Approve consultant agreements and agreement revisions (Federal non-Major Projects) [23 CFR 172.9] STATE STATE Approve consultant agreements and agreement revisions on Federal Major Projects [23 CFR 172.9] (Note: this action cannot be assumed by State) FHWA FHWA Approve exceptions to design standards [23 CFR 625.3(f)] STATE STATE Interstate System Access Change [23 USC 111] (Note: this action cannot be assumed by State) 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* N/A Airport highway clearance coordination and respective public interest finding (if required) [23 CFR 620.104] STATE STATE Approve Project Management Plan for Federal Major Projects over $500 million [23 USC 106(h)] (Note: this action cannot be assumed by State) FHWA FHWA Approve innovative and Public- Private Partnership projects in accordance with SEP-14 and SEP- 15 (Note: this action cannot be assumed by State) FHWA FHWA Provide pre-approval for preventive maintenance project (until FHWA concurs with STATE procedures) (Note: this action cannot be assumed by State) FHWA FHWA Provide approval of preliminary plans for unusual/complex bridges or 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 (non-Interstate). [23 USC 109(a) and FHWA Policy] STATE (4) STATE Approve retaining right-of-way encroachments [23 CFR 1.23 (b) & (c)] STATE STATE Approve use of local force account agreements [23 CFR 635.104 & 204] STATE STATE Approve use of publicly owned equipment [23 CFR 635.106] STATE STATE Approve the use of products, processes [23 CFR 635.411] proprietary FHWA* STATE Concur in use of publicly furnished materials [23 CFR 635.407] 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)] STATE STATE Make public interest finding on whether State may proceed with bid advertisement even 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 xxxxx [00 XXX 635.309(c)] STATE STATE Approve Hardship and Protective FHWA FHWA Xxxxxx [00 XXX 710.503] (If a Federal-aid project) (Note: this action cannot be assumed by State) Approve Interstate Real Property Interest Use Agreements [23 CFR 710.405] (Note: this action cannot be assumed by State) FHWA N/A Approve non-highway use and xxxxxxxxx [00 XXX 1.23(c)] FHWA for Interstate STATE for Non-Interstate (3) STATE (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] (Note: this action cannot be assumed by State) 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 STATE for Non-Interstate (3) STATE (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 State) FHWA FHWA Federal land transfers [23 CFR 710, Subpart F] (Note: this action cannot be assumed by State) FHWA FHWA Functional replacement of property [23 CFR 710.509] (Note: this action cannot be assumed by State) FHWA FHWA Accept Transportation Management Plans (23 CFR 630.1012(b)) STATE STATE Approval of System Engineering Analysis (for ITS) [23 CFR 940.11] XXXXX XXXXX Xxxxxxx XX&X [00 XXX 630.201] STATE STATE Authorize advance construction and conversions [23 CFR 630.703 & 709] (Note: this action cannot be assumed by State) FHWA FHWA Approve utility or railroad force account work [23 CFR 645.113 & 646.216] STATE STATE Approve utility and railroad agreements [23 CFR 645.113 & 646.216] STATE STATE Approve use of consultants by utility companies [23 CFR 645.109(b)] STATE STATE Approve exceptions to maximum railroad protective insurance limits [23 CFR 646.111] STATE STATE Authorize (approve) advertising for xxxx [00 XXX 635.112, 309] 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] FHWA* STATE Approve emergency determinations for contracts awarded by other than competitive bidding [23 CFR 635.104 &.204] FHWA* STATE Approve construction engineering by local agency [23 CFR 635.105] STATE STATE Approve advertising period less than 3 weeks [23 CFR 635.112] FHWA* STATE Approve addenda during advertising period [23 CFR 635.112] STATE STATE Concur in award of xxxxxxxx [00 XXX 635.114] XXXXX XXXXX Xxxxxx xx xxxxxxxxx xx [00 XXX 635.114] all bids STATE STATE Approval of Design-Build Requests-for-Proposals and Xxxxxxx [00 XXX 635.112] STATE STATE Approve changes and extra work [23 CFR 635.120] STATE STATE Approve contract time [23 CFR 635.120] extensions STATE STATE Concur in use of mandatory borrow/disposal sites [23 CFR 635.407] STATE STATE Accept materials certification [23 CFR 637.207] STATE STATE Concur in settlement of contract claims [23 CFR 635.124] STATE STATE Concur in termination of construction contracts [23 CFR 635.125] STATE STATE Waive Buy America provisions [23 CFR 635.410] (Note: this action cannot be assumed by State) FHWA FHWA Final inspection/acceptance of completed work [23 USC 114(a)] 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)] Acceptance of Bidder’s Good Faith Efforts to Meet Contract Xxxx [00 XXX 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) STATE STATE Equal Employment Opportunity (EEO) Contract Compliance Review Approval [23 XXX Xxxx 000, Xxxxxxx X]). XXXXX XXXXX Training Special Provision – Approval of Project Goal for training slots or hours [23 CFR Part 230, Subpart A] STATE STATE Training Special Provision – Approval of New Project Training Programs (Note: this action cannot be assumed by State) [23 CFR 230.111(d), (e)] FHWA FHWA (1) 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) If 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. (4) 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) ATTACHMENT 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 UTAH West Virginia Division Administrator, who shall sign this S&O Agreement last. B. The Division and State DOT agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: • New or changes in Significant new 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 the State DOT or FHWA; or • Priorities shift as a result of audits, public perception, or changes in staffing at either the State DOT or Division Office. C. The Division and 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.D and E, changes to the Attachments and documents incorporated by reference will not require the Division and 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 revised document shall be posted on the Division’s 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.

AND AMENDMENTS. A. This S&O Agreement will take effect as of the effective date of the signature of the FHWA UTAH Idaho Division Administrator, who shall sign this S&O Agreement last. B. The Division FHWA and State DOT ITD agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: • New or changes in Significant new 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 the State DOT ITD or FHWA; or • Priorities shift as a result of audits, public perception, or changes in staffing at either the State DOT ITD or Division OfficeFHWA. C. The Division FHWA and State DOT 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.D and E, changes to the Attachments and documents incorporated by reference will not require the Division FHWA and State DOT 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 revised document shall be posted on the DivisionFHWA’s 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. Xxxxx X. Xxxxxxx Division Administrator Executed this 13 day of May , 2015. Xxxxx X. Xxxx Director ITD 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. This matrix applies program wide; any revisions to project assumptions by ITD, as shown in the matrix, will be handled on a project by project basis. When a change in project approval assumptions is determined appropriate for a specific project, the project will be classified as a PoDI and the project approval assumptions will be documented in a project oversight plan.

AND AMENDMENTS. A. This S&O Agreement will take effect as of the effective date of the signature of the FHWA UTAH [INSERT STATE] Division Administrator, who shall sign this S&O Agreement last. B. The Division and State DOT agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: • New or changes in Significant new 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 the State DOT or FHWA; or • Priorities shift as a result of audits, public perception, or changes in staffing at either the State DOT or Division Office. C. The Division and 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.D and E, changes to the Attachments and documents incorporated by reference will not require the Division and 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 revised document shall be posted on the Division’s 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 XXXX 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 xxxx://xxx.xxx.xxx/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 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 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 (PoDI)/Projects of Corporate Interest (PoCI) Guidance (available at xxxx://xxx.xxxx.xxx.xxx/federalaid/stewardship/ ) 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) STATE STATE Identify proposed funding category STATE(1) STATE(1) Obligate funds/approve Federal- aid project agreement, modifications, and project closures (project authorizations) (Note: this action cannot be assumed by State) FHWA FHWA Authorize current bill (Note: this action cannot be assumed by State) FHWA FHWA Review and Accept Financial Plan and Annual Updates for Federal Major Projects over $500 million [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 State) FHWA FHWA Develop Financial Plan for Federal Projects between $100 million and $500 million. [23 U.S.C. 106(i)] STATE STATE All EA/FONSI, XXX/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations. (Note: this action cannot be assumed by STATE except under 23 U.S.C. 327) FHWA(2) FHWA(2) Categorical Exclusion approval actions (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(2) Consultant Contract Selection FHWA or STATE (3) STATE (3) Sole source Consultant Contract Selection FHWA or STATE (3) STATE (3) Approve hiring of consultant to serve in a “management” role (Note: this action cannot be assumed by State) [23 CFR 172.9] FHWA FHWA Approve consultant agreements and agreement revisions (Federal non-Major Projects) [23 CFR 172.9] 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 State) Approve exceptions to design standards [23 CFR 625.3(f)] FHWA or STATE STATE Interstate System Access Change [23 USC 111] (Note: this action cannot be assumed by State) 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 or STATE N/A Airport highway clearance coordination and respective public interest finding (if required) [23 CFR 620.104] FHWA or STATE STATE Approve Project Management Plan for Federal Major Projects over $500 million [23 USC 106(h)] (Note: this action cannot be assumed by State) FHWA FHWA Approve innovative and Public- Private Partnership projects in accordance with SEP-14 and SEP- 15 (Note: this action cannot be assumed by State) FHWA FHWA Provide pre-approval for preventive maintenance project (until FHWA concurs with STATE procedures) (Note: this action cannot be assumed by State) FHWA FHWA Provide approval of preliminary plans for unusual/complex bridges or 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 (non-Interstate). [23 USC 109(a) and FHWA Policy] Approve retaining right-of-way encroachments [23 CFR 1.23 (b) & (c)] FHWA or STATE STATE Approve use of local force account agreements [23 CFR 635.104 & 204] FHWA or STATE STATE Approve use of publicly owned equipment [23 CFR 635.106] FHWA or STATE STATE Approve the use of proprietary products, processes [23 CFR 635.411] FHWA or STATE STATE Concur in use of publicly furnished materials [23 CFR 635.407] 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)] FHWA or STATE STATE Make public interest finding on whether State may proceed with bid advertisement even 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)] FHWA or STATE STATE Approve Hardship and Protective Buying [23 CFR 710.503] (If a Federal-aid project) (Note: this action cannot be assumed by FHWA FHWA State) Approve Interstate Real Property Interest Use Agreements [23 CFR 710.405] (Note: this action cannot be assumed by State) FHWA N/A Approve non-highway use and occupancy [23 CFR 1.23(c)] FHWA for Interstate FHWA or STATE for Non- Interstate (3) STATE (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] (Note: this action cannot be assumed by State) 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 STATE for Non- Interstate (3) STATE (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 State) FHWA FHWA Federal land transfers [23 CFR 710, Subpart F] (Note: this action cannot be assumed by State) FHWA FHWA Functional replacement of property [23 CFR 710.509] (Note: this action cannot be assumed by State) FHWA FHWA Accept Transportation Management Plans (23 CFR 630.1012(b)) FHWA or STATE STATE Approval of System Engineering Analysis (for ITS) [23 CFR 940.11] FHWA or STATE STATE Approve PS&E [23 CFR 630.201] FHWA or STATE STATE Authorize advance construction and conversions [23 CFR 630.703 & 709] (Note: this action cannot be assumed by State) FHWA FHWA Approve utility or railroad force account work [23 CFR 645.113 & 646.216] FHWA or STATE STATE Approve utility and railroad agreements [23 CFR 645.113 & 646.216] FHWA or STATE STATE Approve use of consultants by utility companies [23 CFR 645.109(b)] FHWA or STATE STATE Approve exceptions to maximum railroad protective insurance limits [23 CFR 646.111] FHWA or STATE STATE Authorize (approve) advertising for bids [23 CFR 635.112, 309] 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] FHWAor STATE STATE Approve emergency determinations for contracts awarded by other than competitive bidding FHWA or STATE STATE [23 CFR 635.104 &.204] Approve construction engineering by local agency [23 CFR 635.105] FHWA or STATE STATE Approve advertising period less than 3 weeks [23 CFR 635.112] FHWA or STATE STATE Approve addenda during advertising period [23 CFR 635.112] FHWA or STATE, whichever approved PS&E STATE Concur in award of contract [23 CFR 635.114] FHWA or STATE STATE Concur in rejection of all bids [23 CFR 635.114] FHWA or STATE STATE Approval of Design-Build Requests-for-Proposals and Addenda [23 CFR 635.112] FHWA or STATE STATE Approve changes and extra work [23 CFR 635.120] FHWA or STATE STATE Approve contract time extensions [23 CFR 635.120] FHWA or STATE STATE Concur in use of mandatory borrow/disposal sites [23 CFR 635.407] FHWA or STATE STATE Accept materials certification [23 CFR 637.207] FHWA or STATE STATE Concur in settlement of contract claims [23 CFR 635.124] FHWA or STATE STATE Concur in termination of construction contracts [23 CFR 635.125] FHWA or STATE STATE Waive Buy America provisions [23 CFR 635.410] (Note: this action cannot be assumed by State) FHWA FHWA Final inspection/acceptance of completed work [23 USC 114(a)] 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)] Acceptance of Xxxxxx’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) STATE STATE Equal Employment Opportunity (EEO) Contract Compliance Review Approval [23 CFR Part 230, Subpart D]). FHWA or STATE STATE Training Special Provision – Approval of Project Goal for training slots or hours [23 CFR Part 230, Subpart A] FHWA or STATE STATE Training Special Provision – Approval of New Project Training Programs (Note: this action cannot be assumed by State) [23 CFR 230.111(d), (e)] FHWA FHWA (1) 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) If 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. (4) 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) .

AND AMENDMENTS. A. This S&O Agreement will take effect as of the effective date of the signature of the FHWA UTAH West Virginia Division Administrator, who shall sign this S&O Agreement last. B. The Division WVFHWA and State DOT WVDOH agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: • New or changes in Significant new 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 the State DOT WVDOH or FHWA; or • Priorities shift as a result of audits, public perception, or changes in staffing at either the State DOT WVDOH or Division WVFHWA Office. C. The Division WVFHWA and State DOT 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.D and E, changes to the Attachments and documents incorporated by reference will not require the Division WVFHWA and State DOT 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 revised document shall be posted on the DivisionWVFHWA’s 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.

AND AMENDMENTS. A. This S&O Agreement will take effect as of the effective date of the signature of the FHWA UTAH Rhode Island Division Administrator, who shall sign this S&O Agreement last. B. The Division FHWA and State DOT agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: • New or changes in Significant new legislation, Executive orders, regulationsOrders, 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 the State DOT or FHWA; or • Priorities shift as a result of audits, public perception, or changes in staffing at either the State DOT or Division OfficeFHWA. C. The Division FHWA and 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.D XIII D. and EE., changes to the Attachments and documents incorporated by reference will not require the Division FHWA and 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 revised document shall be posted on the DivisionFHWA’s S&O Agreement internet site website as well as FHWA’s SharePoint website within five (5) business days of the effective date.. The website is located at xxxx://xxx.xxxx.xxx.xxx/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.. Ensure project in Statewide Transportation Improvement Program (STIP)/Transportation Improvement Program (TIP) STATE STATE Identify proposed funding category STATE(1) STATE(1) Obligate funds/approve Federal-aid project agreement, modifications, and project closures (project authorizations) (Note: this action cannot be assumed by State) FHWA FHWA Authorize current xxxx (Note: this action cannot be assumed by State) FHWA FHWA Review and Accept Financial Plan and Annual Updates for Federal Major Projects over $500 million [23 U.S.C. 106(h)] (Note: this action cannot be assumed by State) FHWA FHWA Review Cost Estimates for Federal Major Projects over $500 million [23 U.S.C. 106(h)] (Note: this action cannot be assumed by State) FHWA FHWA Develop Financial Plan for Federal Projects between $100 million and $500 million. [23 U.S.C. 106(i)] STATE STATE All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations. (Note: this action cannot be assumed by STATE except under 23 U.S.C. 327) FHWA(2) FHWA(2) Categorical Exclusion approval actions (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(2) Consultant Contract Selection STATE (3) (4) STATE (3) Sole source Consultant Contract Selection STATE (4) STATE (3) Approve hiring of consultant to serve in a “management” role (Note: this action cannot be assumed by State) [23 CFR 172.9] FHWA FHWA Approve consultant agreements and agreement revisions (Federal non-Major Projects)(23 CFR 172.9) STATE (4) STATE Approve consultant agreements and agreement revisions on Federal Major Projects [23 CFR 172.9] (Note: this action cannot be assumed by State) FHWA FHWA Approve exceptions to design standards [23 CFR 625.3(f)] STATE (4) STATE Interstate System Access Change [23 USC 111] (Note: this action cannot be assumed by State) FHWA N/A Interstate System Access Justification Report [23 USC 111] (Note: action may be assumed by State pursuant to 23 USC 111(e)) STATE (4) N/A Airport highway clearance coordination and respective public interest finding (if required)[23 CFR 620.104] STATE (4) STATE Approve Project Management Plan for Federal Major Projects over $500 million [23 USC 106(h)] (Note: this action cannot be assumed by State) FHWA FHWA Approve innovative and Public-Private Partnership projects in accordance with SEP-14 and SEP-15 (Note: this action cannot be assumed by State) FHWA FHWA Provide pre-approval for preventive maintenance project (until FHWA concurs with STATE procedures) (Note: this action cannot be assumed by State) FHWA FHWA Provide approval of preliminary plans for unusual /complex bridges or structures on the Interstate. [23 USC 109(a) and FHWA Policy] FHWA (6) N/A Provide approval of preliminary plans unusual/complex bridges or structures (non-Interstate)[23 USC 109(a) and FHWA Policy] for STATE (6) STATE Approve retaining right-of-way encroachments [23 CFR 1.23 (b) & (c)] FHWA STATE Approve use of local force account agreements [23 CFR 635.104 & 20 4] STATE (4) STATE Approve use of publicly owned equipment [23 CFR 635.106] STATE (4) STATE Approve the use of proprietary products, xxxxxxxxx [00 XXX 635.411] STATE (4) STATE Concur in use of publicly furnished materials [23 CFR 635.407] 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)] FHWA STATE Make public interest finding on whether State may proceed with bid advertisement even 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 xxxxx [00 XXX 635.309(c)] FHWA STATE Approve Hardship and Protective Xxxxxx [00 XXX 710.503] (If a Federal-aid project) (Note: this action cannot be assumed by State) FHWA FHWA Approve Interstate Real Property Interest Use Agreements [23 CFR 710.405] (Note: this action cannot be assumed by State) FHWA N/A Approve non-highway use and xxxxxxxxx [00 XXX 1.23(c)] FHWA for Interstate FHWA for Non-Interstate STATE (3) 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 STATE for Non-Interstate (4) (3) STATE (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 State) FHWA FHWA Federal land transfers [23 CFR 710, Subpart F] (Note: this action cannot be assumed by State) FHWA FHWA Functional replacement of property [23 CFR 710.509] (Note: this action cannot be assumed by State) FHWA FHWA Accept Transportation Management Plans (23 CFR 630.1012(b)) STATE (4) STATE Approval of System Engineering Analysis (for ITS) [23 CFR 940.11] STATE (4) XXXXX Xxxxxxx XX&X [00 XXX 630.201] STATE (4) STATE Authorize advance construction and conversions [23 CFR 630.703 & 709] (Note: this action cannot be assumed by State) FHWA FHWA Approve utility or railroad force account work [23 CFR 645.113 & 646.216] STATE (4) STATE Approve utility and railroad agreements [23 CFR 645.113 & 646.216] STATE (4) STATE Approve use of consultants by utility companies [23 CFR 645.109(b)] STATE (4) STATE Approve exceptions to maximum railroad protective insurance limits [23 CFR 646.111] STATE (4) STATE Authorize (approve) advertising for xxxx [00 XXX 635.112, 309] 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] STATE (4) STATE Approve emergency determinations for contracts awarded by other than competitive bidding [23 CFR 635.104 &.204] FHWA FHWA Approve construction engineering by local agency [23 CFR 635.105] STATE (4) STATE Approve advertising period less than 3 weeks [23 CFR 635.112] FHWA FHWA Approve addenda during advertising period [23 CFR 635.112] STATE (4) STATE Concur in award of xxxxxxxx [00 XXX 635.114] STATE (4) STATE Concur in rejection of CFR 635.114] all bids [23 FHWA for Interstate STATE for Non-Interstate (4) STATE Approval of Design-Build Requests-for- Proposals and Xxxxxxx [00 XXX 635.112] STATE (4) STATE Approve changes and 635.120] extra work [23 CFR STATE (4) STATE Approve contract time extensions [23 CFR 635.120] STATE (4) STATE Concur in use of mandatory borrow/disposal sites [23 CFR 635.407] STATE (4) STATE Accept materials certification [23 CFR 637.207] STATE (4) STATE Concur in settlement of contract claims [23 CFR 635.124] FHWA (5) STATE (5) Concur in termination of construction contracts [23 CFR 635.125] STATE (4) STATE Waive Buy America provisions [23 CFR 635.410] (Note: this action cannot be assumed by State) FHWA FHWA Final inspection/acceptance of completed work [23 USC 114(a)] 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)] STATE STATE

AND AMENDMENTS. A. This S&O Agreement will take effect as of the effective date of the signature of the FHWA UTAH New Hampshire Division Administrator, who shall sign this S&O Agreement last. B. The Division and State DOT NHDOT agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: • New or changes in Significant new 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 the State DOT NHDOT or FHWA; or • Priorities shift as a result of audits, public perception, or changes in staffing at either the State DOT NHDOT or Division Office. C. The Division and State DOT 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.D and E, changes to the Attachments and documents incorporated by reference will not require the Division and State DOT 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 revised document shall be posted on the Division’s 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.

AND AMENDMENTS. A. This S&O Agreement will take effect as of the effective date of the signature of the FHWA UTAH Arizona Division Administrator, who shall sign this S&O Agreement last. B. The Division and State DOT ADOT agree that updates to this Agreement will be considered periodically on a case-by-case basis or when: • New or changes in Significant new 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 the State DOT ADOT or FHWA; or • Priorities shift as a result of audits, public perception, or changes in staffing at either the State DOT ADOT or Division Office. C. The Division and State DOT 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.D XII.D. and E, changes to the Attachments and documents incorporated by reference will not require the Division and State DOT 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 revised document shall be posted on the Division’s 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. 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) STATE STATE Identify proposed funding category STATE (1) STATE (1) Obligate funds/approve Federal- aid project agreement, modifications, and project closures (project authorizations) (Note: this action cannot be assumed by State) FHWA FHWA Authorize current xxxx (Note: this action cannot be assumed by State) FHWA FHWA Review and Accept Financial Plan and Annual Updates for Federal Major Projects over $500 million [23 U.S.C. 106(h)] (Note: this action cannot be assumed by State) FHWA FHWA Review Cost Estimates for Federal Major Projects over $500 million [23 U.S.C. 106(h)] (Note: this action cannot be assumed by State) FHWA FHWA Develop Financial Plan for Federal Projects between $100 million and $500 million. [23 U.S.C. 106(i)] STATE STATE All EA/FONSI, EIS/ROD, 4(f), 106, 6(f) and other approval actions required by Federal environmental laws and regulations. (Note: this action cannot be assumed by STATE except under 23 U.S.C. 327) FHWA (2) FHWA (2) Categorical Exclusion approval actions (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 (2) Consultant Contract Selection STATE (3) STATE (3) Sole source Consultant Contract Selection STATE (3) STATE (3) Approve hiring of consultant to serve in a “management” role (Note: this action cannot be assumed by State) [23 CFR 172.9] FHWA FHWA Approve consultant agreements and agreement revisions (Federal non-Major Projects) [23 CFR 172.9] STATE STATE Approve consultant agreements and agreement revisions on Federal Major Projects [23 CFR 172.9] (Note: this action cannot be assumed by State) FHWA FHWA Approve exceptions to design standards [23 CFR 625.3(f)] FHWA * STATE Interstate System Access Change [23 USC 111] (Note: this action cannot be assumed by State) FHWA N/A Interstate System Access Justification Report [23 USC 111] (Note: action may be assumed by State pursuant to 23 USC 111(e)) STATE N/A Airport highway clearance coordination and respective public interest finding (if required) [23 CFR 620.104] STATE STATE Approve Project Management Plan for Federal Major Projects over $500 million [23 USC 106(h)] (Note: this action cannot be assumed by State) FHWA FHWA Approve innovative and Public- Private Partnership projects in accordance with SEP-14 and SEP- 15 (Note: this action cannot be assumed by State) FHWA FHWA Provide pre-approval for preventive maintenance project (until FHWA concurs with STATE procedures) (Note: this action cannot be assumed by State) FHWA FHWA Provide approval of preliminary plans for unusual/complex bridges or 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 (non-Interstate). [23 USC 109(a) and FHWA Policy] STATE (4) STATE Approve retaining right-of-way encroachments [23 CFR 1.23 (b) & (c)] STATE STATE Approve use of local force account agreements [23 CFR 635.104 & 204] STATE STATE Approve use of publicly owned equipment [23 CFR 635.106] 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 Make feasibility/practicability determination for allowing authorization of construction prior to completion of ROW clearance, utility and railroad work [23 CFR 635.309(b)] STATE STATE Make public interest finding on whether State may proceed with bid advertisement even 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 xxxxx [00 XXX 635.309(c)] STATE STATE Approve Hardship and Protective Xxxxxx [00 XXX 710.503] (If a Federal-aid project) (Note: action cannot be assumed by State) FHWA FHWA Approve Interstate Real Property Interest Use Agreements [23 CFR 710.405] (Note: this action cannot be assumed by State) FHWA N/A Approve non-highway use and xxxxxxxxx [00 XXX 1.23(c)] FHWA for Interstate STATE for Non-Interstate (3) STATE (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] (Note: this action cannot be assumed by State) 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 STATE for Non-Interstate (3) STATE (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 State) FHWA FHWA Process Federal land transfers [23 CFR 710, Subpart F] (Note: this action cannot be assumed by State) FHWA FHWA Concur on functional replacement of property [23 CFR 710.509] (Note: this action cannot be assumed by State) FHWA FHWA Accept Transportation Management Plans (23 CFR 630.1012(b)) STATE STATE Approval of System Engineering Analysis (for ITS) [23 CFR 940.11] STATE STATE Xxxxxxx XX&X [00 XXX 630.201] STATE STATE Authorize advance construction and conversions [23 CFR 630.703 & 709] (Note: this action cannot be assumed by State) FHWA FHWA Approve utility or railroad force account work [23 CFR 645.113 & 646.216] STATE STATE Approve utility and railroad agreements [23 CFR 645.113 & 646.216] STATE STATE Approve use of consultants by utility companies [23 CFR 645.109(b)] STATE STATE Approve exceptions to maximum railroad protective insurance limits [23 CFR 646.111] STATE STATE Authorize (approve) advertising for xxxx [00 XXX 635.112, 309] 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] STATE STATE Approve emergency determinations for contracts awarded by other than competitive bidding [23 CFR 635.104 & .204] STATE STATE Approve construction engineering by local agency [23 CFR 635.105] STATE STATE Approve advertising period less than 3 weeks [23 CFR 635.112] STATE STATE Approve addenda during advertising period [23 CFR 635.112] STATE STATE Concur in award of xxxxxxxx [00 XXX 635.114 (b)] STATE STATE Concur in rejection of all xxxx [00 XXX 635.114 (h)] STATE STATE Approval of Design-Build Requests-for-Proposals and Xxxxxxx [00 XXX 635.112] STATE STATE Approve changes and extra work [23 CFR 635.120] 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] STATE STATE Concur in use of mandatory borrow/disposal sites [23 CFR 635.407] STATE STATE Accept materials certification [23 CFR 637.207] STATE STATE Concur in settlement of contract claims [23 CFR 635.124] STATE STATE Concur in termination of construction contracts [23 CFR 635.125] STATE STATE Waive Buy America provisions [23 CFR 635.410] (Note: this action cannot be assumed by State) FHWA FHWA Final inspection/acceptance of completed work [23 USC 114(a)] 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)] STATE STATE Acceptance of Bidder’s Good Faith Efforts to Meet Contract Xxxx [00 XXX 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) STATE STATE Equal Employment Opportunity (EEO) Contract Compliance Review [23 XXX Xxxx 000, Xxxxxxx X]). XXXXX XXXXX Training Special Provision – Approval of Project Goal for training slots or hours [23 CFR Part 230, Subpart A] STATE STATE Training Special Provision – Approval of New Project Training Programs (Note: this action cannot be assumed by State) [23 CFR 230.111(d), (e)] FHWA FHWA (1) 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) If there is a 23 U.S.C. 326 or 325 assignment or PCE agreement, decisions are handled in accordance with those assignments or agreements.