Common use of GENERAL COVENANTS OF CITY Clause in Contracts

GENERAL COVENANTS OF CITY. A. City shall complete the Project; provided, however, that City shall not be liable for the quality or completion of that part of the Project which Exhibit A describes as the responsibility of Lane Council of Governments. B. City shall, in a good and workmanlike manner, perform the work, and provide the deliverables, for which City is identified in Exhibit A as being responsible. C. City shall perform such work identified in Exhibit A as City's responsibility as an independent contractor and shall be exclusively responsible for all costs and expenses related to its employment of individuals to perform such work. City shall also be responsible for providing for employment-related benefits and deductions that are required by law, including, but not limited to, federal and state income tax withholdings, unemployment taxes, workers’ compensation coverage, and contributions to any retirement system. D. All employers, including City, that employ subject workers who work under this Agreement in the State of Oregon shall comply with ORS 656.017 and provide the required Workers’ Compensation coverage unless such employers are exempt under ORS 656.126(2). Employers Liability insurance with coverage limits of not less than $500,000 must be included. City shall require each of its subcontractors, if any, to comply with, and shall ensure that each of its subcontractors, if any, complies with these requirements. E. City shall not enter into any subcontracts to accomplish any of the work described in Exhibit A, unless it first obtains written approval from ODOT. F. City agrees to cooperate with ODOT’s Contract Administrator. At the request of ODOT’s Contract Administrator, City agrees to: (1) Meet with the ODOT's Contract Administrator; and (2) Form a project steering committee (which shall include ODOT’s Contract Administrator) to oversee the Project. G. City shall comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to the work under this Agreement, including, without limitation, applicable provisions of the Oregon Public Contracting Code. Without limiting the generality of the foregoing, City expressly agrees to comply with: (1) Title VI of Civil Rights Act of 1964; (2) Title V of the Rehabilitation Act of 1973; (3) the Americans with Disabilities Act of 1990 and ORS 659A.142; (4) all regulations and administrative rules established pursuant to the foregoing laws; and (5) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. H. City shall maintain all fiscal records relating to this Agreement in accordance with generally accepted accounting principles. In addition, City shall maintain any other records pertinent to this Agreement in such a manner as to clearly document City’s performance. City acknowledges and agrees that ODOT, the Oregon Secretary of State’s Office and the federal government and their duly authorized representatives shall have access to such fiscal records and other books, documents, papers, plans, and writings of City that are pertinent to this Agreement to perform examinations and audits and make copies, excerpts and transcripts. City shall retain and keep accessible all such fiscal records, books, documents, papers, plans, and writings for a minimum of six (6) years, or such longer period as may be required by applicable law, following final payment and termination of this Agreement, or until the conclusion of any audit, controversy or litigation arising out of or related to this Agreement, whichever date is later. I. To the extent it has any rights in the Work Product granted to it pursuant to Agreement #34279, ODOT hereby grants to City a royalty free, non-exclusive license to reproduce any Work Product for distribution upon request to members of the public.

GENERAL COVENANTS OF CITY. A. City shall complete the Project; provided, however, that City shall not be liable for the quality or completion of that part of the Project which Exhibit A describes as the responsibility of Lane Council of Governmentsthe Consultant. B. City shall, in a good and workmanlike manner, perform the work, and provide the deliverables, for which City is identified in Exhibit A as being responsible. C. City shall perform such work identified in Exhibit A as City's responsibility as an independent contractor and shall be exclusively responsible for all costs and expenses related to its employment of individuals to perform such work. City shall also be responsible for providing for employment-related benefits and deductions that are required by law, including, but not limited to, federal and state income tax withholdings, unemployment taxes, workers’ compensation coverage, and contributions to any retirement system. D. All employers, including City, that employ subject workers who work under this Agreement in the State of Oregon shall comply with ORS 656.017 and provide the required Workers’ Compensation coverage unless such employers are exempt under ORS 656.126(2)656.126. Employers Liability insurance with coverage limits of not less than $500,000 must be included. City shall require each of its subcontractors, if any, to comply with, and shall ensure that each of its subcontractors, if any, contractors complies with these requirements. E. City shall not enter into any subcontracts to accomplish any of the work described in Exhibit A, unless it first obtains written approval from ODOT. F. City agrees to cooperate with ODOT’s Contract Administrator. At the request of ODOT’s Contract Administrator, City agrees to: (1) Meet with the ODOT's Contract Administrator; and (2) Form a project steering committee (which shall include ODOT’s Contract Administrator) to oversee the Project. G. City shall comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to the work under this Agreement, including, without limitation, applicable provisions of the Oregon Public Contracting Code. Without limiting the generality of the foregoing, City expressly agrees to comply with: (1) Title VI of Civil Rights Act of 1964; (2) Title V and Section 504 of the Rehabilitation Act of 1973; (3) the Americans with Disabilities Act of 1990 and ORS 659A.142; (4) all regulations and administrative rules established pursuant to the foregoing laws; and (5) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. H. City shall maintain all fiscal records relating to this Agreement in accordance with generally accepted accounting principles. In addition, City shall maintain any other records pertinent to this Agreement in such a manner as to clearly document City’s performance. City acknowledges and agrees that ODOT, the Oregon Secretary of State’s Office and the federal government and their duly authorized representatives shall have access to such fiscal records and other books, documents, papers, plans, and writings of City that are pertinent to this Agreement to perform examinations and audits and make copies, excerpts and transcripts. City shall retain and keep accessible all such fiscal records, books, documents, papers, plans, and writings for a minimum of six (6) years, or such longer period as may be required by applicable law, following final payment and termination of this Agreement, or until the conclusion of any audit, controversy or litigation arising out of or related to this Agreement, whichever date is later. I. To the extent it has any rights in the Work Product granted to it pursuant to Agreement #34279the PSK, ODOT hereby grants to City a royalty free, non-exclusive license to reproduce any Work Product for distribution upon request to members of the public.

GENERAL COVENANTS OF CITY. A. City shall be responsible for the portion of the Total Project Costs in excess of the Grant Amount. City shall complete the Project; provided, however, that City shall not be liable for the quality or completion of that part of the Project which Exhibit A describes as the responsibility of Lane Council of Governmentsthe Consultant. B. City shall, in a good and workmanlike manner, perform the work, and provide the deliverables, for which City is identified in Exhibit A as being responsible. C. City shall perform such work identified in Exhibit A as City's responsibility as an independent contractor and shall be exclusively responsible for all costs and expenses related to its employment of individuals to perform such work. City shall also be responsible for providing for employment-related benefits and deductions that are required by law, including, but not limited to, federal and state income tax withholdings, unemployment taxes, workers’ compensation coverage, and contributions to any retirement system. D. All employers, including City, that employ subject workers who work under this Agreement as defined in the State of Oregon ORS 656.027, shall comply with ORS 656.017 and shall provide workers’ compensation insurance coverage for those workers, unless they meet the required Workers’ Compensation coverage unless such employers are exempt requirement for an exemption under ORS 656.126(2). Employers Liability insurance with coverage limits of not less than $500,000 must be included. City shall require each of its subcontractors, if any, to comply with, and shall ensure that each of its subcontractors, if any, subcontractors complies with these requirements. E. City shall be responsible, to the extent permitted by the Oregon Tort Claims Act, ORS 30.260-30.300, only for the acts, omissions or negligence of its own officers, employees or agents. F. City shall not enter into any subcontracts to accomplish any of the work described in Exhibit A, unless it first obtains written approval from ODOT. F. G. City agrees to cooperate with ODOT’s Contract Administrator. At the request of ODOT’s Contract Administrator, City agrees to: (1) Meet with the ODOT's Contract Administrator; and (2) Form a project steering committee (which shall include ODOT’s Contract Administrator) to oversee the Project. G. H. City shall comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to the work under this Agreement, including, without limitation, applicable provisions of the Oregon Public Contracting Code. Without limiting the generality of the foregoing, City expressly agrees to comply with: (1) Title VI of Civil Rights Act of 1964; (2) Title V and Section 504 of the Rehabilitation Act of 1973; (3) the Americans with Disabilities Act of 1990 and ORS 659A.142; (4) all regulations and administrative rules established pursuant to the foregoing laws; and (5) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. H. I. City shall maintain all fiscal records relating to this Agreement in accordance with generally accepted accounting principles. In addition, City shall maintain any other records pertinent to this Agreement in such a manner as to clearly document City’s performance. City acknowledges and agrees that ODOT, the Oregon Secretary of State’s Office and the federal government and their duly authorized representatives shall have access to such fiscal records and other books, documents, papers, plans, and writings of City that are pertinent to this Agreement to perform examinations and audits and make copies, excerpts and transcripts. City shall retain and keep accessible all such fiscal records, books, documents, papers, plans, and writings for a minimum of six (6) years, or such longer period as may be required by applicable law, following final payment and termination of this Agreement, or until the conclusion of any audit, controversy or litigation arising out of or related to this Agreement, whichever date is later. I. To (1) All of City’s work product related to the extent it has Project that results from this Agreement (“Work Product”) is the exclusive property of ODOT. ODOT and City intend that such Work Product be deemed “work made for hire” of which ODOT shall be deemed the author. If, for any reason, such Work Product is not deemed “work made for hire”, City hereby irrevocably assigns to ODOT all of its rights, title, and interest in and to any and all of the Work Product, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. City shall execute such further documents and instruments as ODOT may reasonably request in order to fully vest such rights in ODOT. City forever waives any and all rights relating to the Work Product granted to it pursuant to Agreement #34279Product, including without limitation, any and all rights arising under 17 USC §106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications. (2) ODOT hereby grants to City a royalty free, non-exclusive license to reproduce any Work Product for distribution upon request to members of the public. (3) City shall ensure that any work products produced pursuant to this Agreement include the following statement: “This project is partially funded by a grant from the Transportation and Growth Management (TGM) Program, a joint program of the Oregon Department of Transportation and the Oregon Department of Land Conservation and Development. This TGM grant is financed, in part, by federal Safe, Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users (SAFETEA-LU), local government, and State of Oregon funds. The contents of this document do not necessarily reflect views or policies of the State of Oregon.” (4) The Oregon Department of Land Conservation and Development and ODOT may each display appropriate products on its “home page”. K. Unless otherwise specified in Exhibit A, City shall submit all final products produced in accordance with this Agreement to ODOT’s Contract Administrator in the following form: (1) two hard copies; and (2) in electronic form using generally available word processing or graphics programs for personal computers via e-mail or on compact diskettes. L. City shall (1) pay to ODOT City’s Matching Amount. ODOT may use any funds paid to it under this Section 5.L (1) to substitute for an equal amount of federal SAFETEA-LU funds used for the Project or use such funds as matching funds; and (2) within 30 days after the Termination Date, provide to ODOT’s Contract Administrator, in a format provided by ODOT, a completion report. This completion report shall contain: (a) The permanent location of Project records (which may be subject to audit); (b) A summary of the Total Project Costs, including a breakdown of those Project costs that are reimbursable hereunder and those costs which are being treated by City as City’s Matching Amount; and (c) A list of final deliverables.

GENERAL COVENANTS OF CITY. A. City shall be responsible for the portion of the Total Project Costs in excess of the Grant Amount. City shall complete the Project; provided, however, that City shall not be liable for the quality or completion of that part of the Project which Exhibit A describes as the responsibility of Lane Council of Governmentsthe Consultant. B. City shall, in a good and workmanlike manner, perform the workwork on the Project, and provide the deliverables, deliverables for which City is identified in Exhibit A as being responsible. C. City shall perform such work identified in Exhibit A as City's responsibility as an independent contractor and shall be exclusively responsible for all costs and expenses related to its employment of individuals to perform such work. City shall also be responsible for providing for employment-related benefits and deductions that are required by law, including, but not limited to, federal and state income tax withholdings, unemployment taxes, workers’ compensation coverage, and contributions to any retirement system. D. All employers, including City, that employ subject workers who work under this Agreement in the State of Oregon shall comply with ORS 656.017 and provide the required Workers’ Compensation coverage unless such employers are exempt under ORS 656.126(2). Employers Liability insurance with coverage limits of not less than $500,000 must be included. City shall require each of its subcontractors, if any, to comply with, and shall ensure that each of its subcontractors, if any, complies with these requirements. E. City shall not enter into any subcontracts to accomplish any of the work described in Exhibit A, unless it first obtains written approval from ODOT. F. City agrees to cooperate with ODOT’s Contract Administrator. At the request of ODOT’s Contract Administrator, City agrees to: (1) Meet with the ODOT's Contract Administrator; and (2) Form a project steering committee (which shall include ODOT’s Contract Administrator) to oversee the Project. G. City shall comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to the work under this Agreement, including, without limitation, applicable provisions of the Oregon Public Contracting Code. Without limiting the generality of the foregoing, City expressly agrees to comply with: (1) Title VI of Civil Rights Act of 1964; (2) Title V of the Rehabilitation Act of 1973; (3) the Americans with Disabilities Act of 1990 and ORS 659A.142; (4) all regulations and administrative rules established pursuant to the foregoing laws; and (5) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. H. City shall maintain all fiscal records relating to this Agreement in accordance with generally accepted accounting principles. In addition, City shall maintain any other records pertinent to this Agreement in such a manner as to clearly document City’s performance. City acknowledges and agrees that ODOT, the Oregon Secretary of State’s Office and the federal government and their duly authorized representatives shall have access to such fiscal records and other books, documents, papers, plans, and writings of City that are pertinent to this Agreement to perform examinations and audits and make copies, excerpts and transcripts. City shall retain and keep accessible all such fiscal records, books, documents, papers, plans, and writings for a minimum of six (6) years, or such longer period as may be required by applicable law, following final payment and termination of this Agreement, or until the conclusion of any audit, controversy or litigation arising out of or related to this Agreement, whichever date is later. I. To (1) All of City’s work product related to the extent it has Project that results from this Agreement (“Work Product”) is the exclusive property of ODOT. ODOT and City intend that such Work Product be deemed “work made for hire” of which ODOT shall be deemed the author. If, for any reason, such Work Product is not deemed “work made for hire”, City hereby irrevocably assigns to ODOT all of its rights, title, and interest in and to any and all of the Work Product, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. City shall execute such further documents and instruments as ODOT may reasonably request in order to fully vest such rights in ODOT. City forever waives any and all rights relating to the Work Product granted to it pursuant to Agreement #34279Product, including without limitation, any and all rights arising under 17 USC §106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications. (2) ODOT hereby grants to City a royalty free, non-exclusive license to reproduce any Work Product for distribution upon request to members of the public. (3) City shall ensure that any work products produced pursuant to this Agreement include the following statement: “This project is partially funded by a grant from the Transportation and Growth Management (TGM) Program, a joint program of the Oregon Department of Transportation and the Oregon Department of Land Conservation and Development. This TGM grant is financed, in part, by the federal Fixing America’s Surface Transportation Act (“FAST Act”), local government, and State of Oregon funds. “The contents of this document do not necessarily reflect views or policies of the State of Oregon.” (4) The Oregon Department of Land Conservation and Development and ODOT may each display appropriate products on its “home page”. J. Unless otherwise specified in Exhibit A, City shall submit all final products produced in accordance with this Agreement to ODOT’s Contract Administrator in the following form: (1) two hard copies; and (2) in electronic form using generally available word processing or graphics programs for personal computers via e-mail or on compact diskettes. K. Within 30 days after the Termination Date, City shall provide to ODOT’s Contract Administrator, in a format provided by ODOT, a completion report. This completion report shall contain: (a) The permanent location of Project records (which may be subject to audit); (b) A summary of the Total Project Costs; and (c) A list of final deliverables.

GENERAL COVENANTS OF CITY. A. City shall be responsible for the portion of the Total Project Costs in excess of the Grant Amount. City shall complete the Project; provided, however, that City shall not be liable for the quality or completion of that part of the Project which Exhibit A describes as the responsibility of Lane Council of Governmentsthe Consultant. B. City shall, in a good and workmanlike manner, perform the workwork on the Project, and provide the deliverables, deliverables for which City is identified in Exhibit A as being responsible. C. City shall perform such work identified in Exhibit A as City's responsibility as an independent contractor and shall be exclusively responsible for all costs and expenses related to its employment of individuals to perform such work. City shall also be responsible for providing for employment-related benefits and deductions that are required by law, including, but not limited to, federal and state income tax withholdings, unemployment taxes, workers’ compensation coverage, and contributions to any retirement system. D. All employers, including City, that employ subject workers who work under this Agreement in the State of Oregon shall comply with ORS 656.017 and provide the required Workers’ Compensation coverage unless such employers are exempt under ORS 656.126(2). Employers Liability insurance with coverage limits of not less than $500,000 must be included. City shall require each of its subcontractors, if any, to comply with, and shall ensure that each of its subcontractors, if any, complies with these requirements. E. City shall not enter into any subcontracts to accomplish any of the work described in Exhibit A, unless it first obtains written approval from ODOT. F. City agrees to cooperate with ODOT’s Contract Administrator. At the request of ODOT’s Contract Administrator, City agrees to: (1) Meet with the ODOT's Contract Administrator; and (2) Form a project steering committee (which shall include ODOT’s Contract Administrator) to oversee the Project. G. City shall comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to the work under this Agreement, including, without limitation, applicable provisions of the Oregon Public Contracting Code. Without limiting the generality of the foregoing, City expressly agrees to comply with: (1) Title VI of Civil Rights Act of 1964; (2) Title V of the Rehabilitation Act of 1973; (3) the Americans with Disabilities Act of 1990 and ORS 659A.142; (4) all regulations and administrative rules established pursuant to the foregoing laws; and (5) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. H. City shall maintain all fiscal records relating to this Agreement in accordance with generally accepted accounting principles. In addition, City shall maintain any other records pertinent to this Agreement in such a manner as to clearly document City’s performance. City acknowledges and agrees that ODOT, the Oregon Secretary of State’s Office and the federal government and their duly authorized representatives shall have access to such fiscal records and other books, documents, papers, plans, and writings of City that are pertinent to this Agreement to perform examinations and audits and make copies, excerpts and transcripts. City shall retain and keep accessible all such fiscal records, books, documents, papers, plans, and writings for a minimum of six (6) years, or such longer period as may be required by applicable law, following final payment and termination of this Agreement, or until the conclusion of any audit, controversy or litigation arising out of or related to this Agreement, whichever date is later. I. To (1) All of City’s work product related to the extent it has Project that results from this Agreement (“Work Product”) is the exclusive property of ODOT. ODOT and City intend that such Work Product be deemed “work made for hire” of which ODOT shall be deemed the author. If, for any reason, such Work Product is not deemed “work made for hire”, City hereby irrevocably assigns to ODOT all of its rights, title, and interest in and to any and all of the Work Product, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. City shall execute such further documents and instruments as ODOT may reasonably request in order to fully vest such rights in ODOT. City forever waives any and all rights relating to the Work Product granted to it pursuant to Agreement #34279Product, including without limitation, any and all rights arising under 17 USC §106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications. (2) ODOT hereby grants to City a royalty free, non-exclusive license to reproduce any Work Product for distribution upon request to members of the public. (3) City shall ensure that any work products produced pursuant to this Agreement include the following statement: “This project is partially funded by a grant from the Transportation and Growth Management (TGM) Program, a joint program of the Oregon Department of Transportation and the Oregon Department of Land Conservation and Development. This TGM grant is financed, in part, by federal Moving Ahead for Progress in the 21st Century (“MAP-21”), local government, and State of Oregon funds. The contents of this document do not necessarily reflect views or policies of the State of Oregon.” (4) The Oregon Department of Land Conservation and Development and ODOT may each display appropriate products on its “home page”. J. Unless otherwise specified in Exhibit A, City shall submit all final products produced in accordance with this Agreement to ODOT’s Contract Administrator in the following form: (1) two hard copies; and (2) in electronic form using generally available word processing or graphics programs for personal computers via e-mail or on compact diskettes. K. Within 30 days after the Termination Date, City shall provide to ODOT’s Contract Administrator, in a format provided by ODOT, a completion report. This completion report shall contain: (a) The permanent location of Project records (which may be subject to audit); (b) A summary of the Total Project Costs; and (c) A list of final deliverables.

GENERAL COVENANTS OF CITY. A. City shall be responsible for the portion of the Total Project Costs in excess of the Grant Amount. City shall complete the Project; provided, however, that City shall not be liable for the quality or completion of that part of the Project which Exhibit A describes as the responsibility of Lane Council of Governmentsthe Consultant. B. City shall, in a good and workmanlike manner, perform the workwork on the Project, and provide the deliverables, deliverables for which City is identified in Exhibit A as being responsible. C. City shall perform such work identified in Exhibit A as City's responsibility as an independent contractor and shall be exclusively responsible for all costs and expenses related to its employment of individuals to perform such work. City shall also be responsible for providing for employment-related benefits and deductions that are required by law, including, but not limited to, federal and state income tax withholdings, unemployment taxes, workers’ compensation coverage, and contributions to any retirement system. D. All employers, including City, that employ subject workers who work under this Agreement in the State of Oregon shall comply with ORS 656.017 and provide the required Workers’ Compensation coverage unless such employers are exempt under ORS 656.126(2)656.126. Employers Liability insurance with coverage limits of not less than $500,000 must be included. City shall require each of its subcontractors, if any, to comply with, and shall ensure that each of its subcontractors, if any, contractors complies with these requirements. E. City shall not enter into any subcontracts to accomplish any of the work described in Exhibit A, unless it first obtains written approval from ODOT. F. City agrees to cooperate with ODOT’s Contract Administrator. At the request of ODOT’s Contract Administrator, City agrees to: (1) Meet with the ODOT's Contract Administrator; and (2) Form a project steering committee (which shall include ODOT’s Contract Administrator) to oversee the Project. G. City shall comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to the work under this Agreement, including, without limitation, applicable provisions of the Oregon Public Contracting Code. Without limiting the generality of the foregoing, City expressly agrees to comply with: (1) Title VI of Civil Rights Act of 1964; (2) Title V and Section 504 of the Rehabilitation Act of 1973; (3) the Americans with Disabilities Act of 1990 and ORS 659A.142; (4) all regulations and administrative rules established pursuant to the foregoing laws; and (5) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. H. City shall maintain all fiscal records relating to this Agreement in accordance with generally accepted accounting principles. In addition, City shall maintain any other records pertinent to this Agreement in such a manner as to clearly document City’s performance. City acknowledges and agrees that ODOT, the Oregon Secretary of State’s Office and the federal government and their duly authorized representatives shall have access to such fiscal records and other books, documents, papers, plans, and writings of City that are pertinent to this Agreement to perform examinations and audits and make copies, excerpts and transcripts. City shall retain and keep accessible all such fiscal records, books, documents, papers, plans, and writings for a minimum of six (6) years, or such longer period as may be required by applicable law, following final payment and termination of this Agreement, or until the conclusion of any audit, controversy or litigation arising out of or related to this Agreement, whichever date is later. I. To (1) All of City’s work product related to the extent it has Project that results from this Agreement (“Work Product”) is the exclusive property of ODOT. ODOT and City intend that such Work Product be deemed “work made for hire” of which ODOT shall be deemed the author. If, for any reason, such Work Product is not deemed “work made for hire”, City hereby irrevocably assigns to ODOT all of its rights, title, and interest in and to any and all of the Work Product, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. City shall execute such further documents and instruments as ODOT may reasonably request in order to fully vest such rights in ODOT. City forever waives any and all rights relating to the Work Product granted to it pursuant to Agreement #34279Product, including without limitation, any and all rights arising under 17 USC §106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications. (2) ODOT hereby grants to City a royalty free, non-exclusive license to reproduce any Work Product for distribution upon request to members of the public. (3) City shall ensure that any work products produced pursuant to this Agreement include the following statement: “This project is partially funded by a grant from the Transportation and Growth Management (TGM) Program, a joint program of the Oregon Department of Transportation and the Oregon Department of Land Conservation and Development. This TGM grant is financed, in part, by federal Safe, Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users (SAFETEA-LU), local government, and State of Oregon funds. The contents of this document do not necessarily reflect views or policies of the State of Oregon.” (4) The Oregon Department of Land Conservation and Development and ODOT may each display appropriate products on its “home page”. J. Unless otherwise specified in Exhibit A, City shall submit all final products produced in accordance with this Agreement to ODOT’s Contract Administrator in the following form: (1) two hard copies; and (2) in electronic form using generally available word processing or graphics programs for personal computers via e-mail or on compact diskettes. K. Within 30 days after the Termination Date, City shall (1) pay to ODOT City’s Matching Amount less Federally Eligible Costs previously reported as City’s Matching Amount. ODOT may use any funds paid to it under this Section 5.K (1) to substitute for an equal amount of federal SAFETEA-LU funds used for the Project or use such funds as matching funds; and (2) provide to ODOT’s Contract Administrator, in a format provided by ODOT, a completion report. This completion report shall contain: (a) The permanent location of Project records (which may be subject to audit); (b) A summary of the Total Project Costs, including a breakdown of those Project costs that are reimbursable hereunder and those costs which are being treated by City as City’s Matching Amount; (c) A list of final deliverables; and (d) City’s final disbursement request.

GENERAL COVENANTS OF CITY. A. City shall be responsible for the portion of the Total Project Costs in excess of the Grant Amount. City shall complete the Project; provided, however, that City shall not be liable for the quality or completion of that part of the Project which Exhibit A describes as the responsibility of Lane Council of Governmentsthe Consultant. B. City shall, in a good and workmanlike manner, perform the workwork on the Project, and provide the deliverables, deliverables for which City is identified in Exhibit A as being responsible. C. City shall perform such work identified in Exhibit A as City's responsibility as an independent contractor and shall be exclusively responsible for all costs and expenses related to its employment of individuals to perform such work. City shall also be responsible for providing for employment-related benefits and deductions that are required by law, including, but not limited to, federal and state income tax withholdings, unemployment taxes, workers’ compensation coverage, and contributions to any retirement system. D. All employers, including City, that employ subject workers who work under this Agreement in the State of Oregon shall comply with ORS 656.017 and provide the required Workersworkers’ Compensation coverage compensation coverage, unless such the employers are exempt under ORS 656.126(2). Employers Liability insurance with coverage limits of not less than $500,000 must be included. City shall require each of its subcontractors, if any, to comply with, and shall ensure that each of its subcontractors, if any, complies with with, these requirements. E. City shall not enter into any subcontracts to accomplish any of the work described in Exhibit A, unless it first obtains written approval from ODOT. F. City agrees to cooperate with ODOT’s Contract Administrator. At the request of ODOT’s Contract Administrator, City agrees to: (1) Meet with the ODOT's Contract Administrator; and (2) Form a project steering committee (which shall include ODOT’s Contract Administrator) to oversee the Project. G. City shall comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to the work under this Agreement, including, without limitation, applicable provisions of the Oregon Public Contracting Code. Without limiting the generality of the foregoing, City expressly agrees to comply with: (1) Title VI of Civil Rights Act of 1964; (2) Title V and Section 504 of the Rehabilitation Act of 1973; (3) the Americans with Disabilities Act of 1990 and ORS 659A.142; (4) all regulations and administrative rules established pursuant to the foregoing laws; and (5) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. H. City shall maintain all fiscal records relating to this Agreement in accordance with generally accepted accounting principles. In addition, City shall maintain any other records pertinent to this Agreement in such a manner as to clearly document City’s performance. City acknowledges and agrees that ODOT, the Oregon Secretary of State’s Office and the federal government and their duly authorized representatives shall have access to such fiscal records and other books, documents, papers, plans, and writings of City that are pertinent to this Agreement to perform examinations and audits and make copies, excerpts and transcripts. City shall retain and keep accessible all such fiscal records, books, documents, papers, plans, and writings for a minimum of six (6) years, or such longer period as may be required by applicable law, following final payment and termination of this Agreement, or until the conclusion of any audit, controversy or litigation arising out of or related to this Agreement, whichever date is later. I. To (1) All of City’s work product related to the extent it has Project that results from this Agreement (“Work Product”) is the exclusive property of ODOT. ODOT and City intend that such Work Product be deemed “work made for hire” of which ODOT shall be deemed the author. If, for any reason, such Work Product is not deemed “work made for hire”, City hereby irrevocably assigns to ODOT all of its rights, title, and interest in and to any and all of the Work Product, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. City shall execute such further documents and instruments as ODOT may reasonably request in order to fully vest such rights in ODOT. City forever waives any and all rights relating to the Work Product granted to it pursuant to Agreement #34279Product, including without limitation, any and all rights arising under 17 USC §106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications. (2) ODOT hereby grants to City a royalty free, non-exclusive license to reproduce any Work Product for distribution upon request to members of the public. (3) City shall ensure that any work products produced pursuant to this Agreement include the following statement: “This project is partially funded by a grant from the Transportation and Growth Management (TGM) Program, a joint program of the Oregon Department of Transportation and the Oregon Department of Land Conservation and Development. This TGM grant is financed, in part, by federal Safe, Accountable, Flexible, Efficient Transportation Equity Act: A Legacy for Users (SAFETEA-LU), local government, and State of Oregon funds. The contents of this document do not necessarily reflect views or policies of the State of Oregon.” (4) The Oregon Department of Land Conservation and Development and ODOT may each display appropriate products on its “home page”. J. Unless otherwise specified in Exhibit A, City shall submit all final products produced in accordance with this Agreement to ODOT’s Contract Administrator in the following form: (1) two hard copies; and (2) in electronic form using generally available word processing or graphics programs for personal computers via e-mail or on compact diskettes. K. Within 30 days after the Termination Date, City shall (1) pay to ODOT City’s Matching Amount less Federally Eligible Costs previously reported as City’s Matching Amount. ODOT may use any funds paid to it under this Section 5.K (1) to substitute for an equal amount of federal SAFETEA-LU funds used for the Project or use such funds as matching funds; and (2) provide to ODOT’s Contract Administrator, in a format provided by ODOT, a completion report. This completion report shall contain: (a) The permanent location of Project records (which may be subject to audit); (b) A summary of the Total Project Costs, including a breakdown of those Project costs that are reimbursable hereunder and those costs which are being treated by City as City’s Matching Amount; (c) A list of final deliverables; and (d) [Reserved].

GENERAL COVENANTS OF CITY. A. City shall be responsible for the portion of the Total Project Costs in excess of the City’s Amount. City shall complete the Project; provided, however, that City shall not be liable for the quality or completion of that part of the Project which Exhibit A describes as the responsibility of Lane Council of Governments. B. City shall, in a good and workmanlike manner, perform the workwork on the Project, and provide the deliverables, for which City is identified deliverables described in Exhibit A as being responsible.A. C. City shall perform such work identified described in Exhibit A as City's responsibility as an independent contractor and shall be exclusively responsible for all costs and expenses related to its employment of individuals to perform such work. City shall also be responsible for providing for employment-related benefits and deductions that are required by law, including, but not limited to, federal and state income tax withholdings, unemployment taxes, workers’ compensation coverage, and contributions to any retirement system. D. All employers, including City, that employ subject workers who work under this Agreement in the State of Oregon shall comply with ORS 656.017 and provide the required Workers’ Compensation coverage unless such employers are exempt under ORS 656.126(2). Employers Liability insurance with coverage limits of not less than $500,000 must be included. City shall require each of its subcontractors, if any, to comply with, and shall ensure that each of its subcontractors, if any, complies with these requirements. E. City shall not enter into any subcontracts to accomplish any of the work described in Exhibit A, unless it first obtains written approval from ODOT. F. City agrees to cooperate with ODOT’s Contract Administrator. At the request of ODOT’s Contract Administrator, City agrees to: (1) Meet with the ODOT's Contract Administrator; and (2) Form a project steering committee (which shall include ODOT’s Contract Administrator) to oversee the Project. G. City shall comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to the work under this Agreement, including, without limitation, applicable provisions of the Oregon Public Contracting Code. Without limiting the generality of the foregoing, City expressly agrees to comply with: (1) Title VI of Civil Rights Act of 1964; (2) Title V of the Rehabilitation Act of 1973; (3) the Americans with Disabilities Act of 1990 and ORS 659A.142; (4) all regulations and administrative rules established pursuant to the foregoing laws; and (5) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. H. City shall maintain all fiscal records relating to this Agreement in accordance with generally accepted accounting principles. In addition, City shall maintain any other records pertinent to this Agreement in such a manner as to clearly document City’s performance. City acknowledges and agrees that ODOT, the Oregon Secretary of State’s Office and the federal government and their duly authorized representatives shall have access to such fiscal records and other books, documents, papers, plans, and writings of City that are pertinent to this Agreement to perform examinations and audits and make copies, excerpts and transcripts. City shall retain and keep accessible all such fiscal records, books, documents, papers, plans, and writings for a minimum of six (6) years, or such longer period as may be required by applicable law, following final payment and termination of this Agreement, or until the conclusion of any audit, controversy or litigation arising out of or related to this Agreement, whichever date is later. I. To (1) All of City’s work product related to the extent it has Project that results from this Agreement (“Work Product”) is the exclusive property of ODOT. ODOT and City intend that such Work Product be deemed “work made for hire” of which ODOT shall be deemed the author. If, for any reason, such Work Product is not deemed “work made for hire”, City hereby irrevocably assigns to ODOT all of its rights, title, and interest in and to any and all of the Work Product, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. City shall execute such further documents and instruments as ODOT may reasonably request in order to fully vest such rights in ODOT. City forever waives any and all rights relating to the Work Product granted to it pursuant to Agreement #34279Product, including without limitation, any and all rights arising under 17 USC §106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications. (2) ODOT hereby grants to City a royalty free, non-exclusive license to reproduce any Work Product for distribution upon request to members of the public. (3) City shall ensure that any work products produced pursuant to this Agreement include the following statement: “This project is partially funded by a grant from the Transportation and Growth Management (TGM) Program, a joint program of the Oregon Department of Transportation and the Oregon Department of Land Conservation and Development. This TGM grant is financed, in part, by the federal Fixing America’s Surface Transportation Act (“FAST Act”), local government, and State of Oregon funds. “The contents of this document do not necessarily reflect views or policies of the State of Oregon.” (4) The Oregon Department of Land Conservation and Development and ODOT may each display appropriate products on its “home page”.

GENERAL COVENANTS OF CITY. A. City shall be responsible for the portion of the Total Project Costs in excess of the Grant Amount. City shall complete the Project; provided, however, that City shall not be liable for the quality or completion of that part of the Project which Exhibit A describes as the responsibility of Lane Council of Governmentsthe Consultant. B. City shall, in a good and workmanlike manner, perform the workwork on the Project, and provide the deliverables, deliverables for which City is identified in Exhibit A as being responsible. C. City shall perform such work identified in Exhibit A as City's responsibility as an independent contractor and shall be exclusively responsible for all costs and expenses related to its employment of individuals to perform such work. City shall also be responsible for providing for employment-related benefits and deductions that are required by law, including, but not limited to, federal and state income tax withholdings, unemployment taxes, workers’ compensation coverage, and contributions to any retirement system. D. All City understands and agrees that all employers, including City, that employ subject workers who work under this Agreement in the State of Oregon shall comply with ORS 656.017 and provide the required Workers’ Compensation coverage unless such employers are exempt under ORS 656.126(2). Employers Liability insurance with coverage limits of not less than $500,000 must be included. City shall require each of its subcontractors, if any, to comply with, and shall ensure that each of its subcontractors, if any, complies with these requirements. E. City shall not enter into any subcontracts to accomplish any of the work described in Exhibit A, unless it first obtains written approval from ODOT. F. City agrees to cooperate with ODOT’s Contract Administrator. At the request of ODOT’s Contract Administrator, City agrees to: (1) Meet with the ODOT's Contract Administrator; and (2) Form a project steering committee (which shall include ODOT’s Contract Administrator) to oversee the Project. G. City shall comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to the work under this Agreement, including, without limitation, applicable provisions of the Oregon Public Contracting Code. Without limiting the generality of the foregoing, City expressly agrees to comply with: : (1) Title VI of Civil Rights Act of 1964; (2) Title V of the Rehabilitation Act of 1973; (3) the Americans with Disabilities Act of 1990 and ORS 659A.142; (4) all regulations and administrative rules established pursuant to the foregoing laws; and (5) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. H. City shall maintain all fiscal records relating to this Agreement in accordance with generally accepted accounting principles. In addition, City shall maintain any other records pertinent to this Agreement in such a manner as to clearly document City’s performance. City acknowledges and agrees that ODOT, the Oregon Secretary of State’s Office and the federal government and their duly authorized representatives shall have access to such fiscal records and other books, documents, papers, plans, and writings of City that are pertinent to this Agreement to perform examinations and audits and make copies, excerpts and transcripts. City shall retain and keep accessible all such fiscal records, books, documents, papers, plans, and writings for a minimum of six (6) years, or such longer period as may be required by applicable law, following final payment and termination of this Agreement, or until the conclusion of any audit, controversy or litigation arising out of or related to this Agreement, whichever date is later. I. To (1) All of City’s work product related to the extent it has Project that results from this Agreement (“Work Product”) is the exclusive property of ODOT. ODOT and City intend that such Work Product be deemed “work made for hire” of which ODOT shall be deemed the author. If, for any reason, such Work Product is not deemed “work made for hire”, City hereby irrevocably assigns to ODOT all of its rights, title, and interest in and to any and all of the Work Product, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. City shall execute such further documents and instruments as ODOT may reasonably request in order to fully vest such rights in ODOT. City forever waives any and all rights relating to the Work Product granted to it pursuant to Agreement #34279Product, including without limitation, any and all rights arising under 17 USC §106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications. (2) ODOT hereby grants to City a royalty free, non-exclusive license to reproduce any Work Product for distribution upon request to members of the public. (3) City shall ensure that any Work Product produced pursuant to this Agreement includes the following statement: “This project is partially funded by a grant from the Transportation and Growth Management (TGM) Program, a joint program of the Oregon Department of Transportation and the Oregon Department of Land Conservation and Development. This TGM grant is financed, in part, by the federal Fixing America’s Surface Transportation Act (“FAST Act”), local government, and State of Oregon funds. “The contents of this document do not necessarily reflect the views or policies of the State of Oregon.” J. Unless otherwise specified in Exhibit A, City shall submit all final Work Product produced in accordance with this Agreement to ODOT’s Contract Administrator in the following form: (1) two hard copies; and (2) in electronic form using generally available word processing or graphics programs for personal computers via e-mail or on compact diskettes. K. Within 30 days after the Termination Date, City shall (1) pay to ODOT City’s Matching Amount less Direct Project Costs that are Federally Eligible Costs previously reported as City’s Matching Amount. ODOT may use any funds paid to it under this Section 5.K (1) or any of the City’s Matching Amount that is applied to the Project pursuant to Section 3 to substitute for an equal amount of the federal FAST Act funds used for the Project or use such funds as matching funds; and (2) provide to ODOT’s Contract Administrator, in a format prescribed by ODOT, a completion report. This completion report shall contain: (a) The permanent location of Project records (which may be subject to audit); (b) A summary of the Total Project Costs, including a breakdown of those Project costs that are being treated by City as City’s Matching Amount. City shall attest that generally accepted accounting principles, State of Oregon Accounting Manual, General Travel Rules and the definitions of ORS 294.311 were applied and that federal funds were not used to meet the Matching Amount; and (c) A list of final deliverables.

GENERAL COVENANTS OF CITY. A. City shall be responsible for the portion of the Total Project Costs in excess of the City’s Amount. City shall complete the Project; provided, however, that City shall not be liable for the quality or completion of that part of the Project which Exhibit A describes as the responsibility of Lane Council of Governments. B. City shall, in a good and workmanlike manner, perform the workwork on the Project, and provide the deliverables, deliverables for which City is identified in Exhibit A as being responsible. C. City shall perform such work identified described in Exhibit A as City's responsibility as an independent contractor and shall be exclusively responsible for all costs and expenses related to its employment of individuals to perform such work. City shall also be responsible for providing for employment-related benefits and deductions that are required by law, including, but not limited to, federal and state income tax withholdings, unemployment taxes, workers’ compensation coverage, and contributions to any retirement system. D. All employers, including City, that employ subject workers who work under this Agreement in the State of Oregon shall comply with ORS 656.017 and provide the required Workers’ Compensation coverage unless such employers are exempt under ORS 656.126(2). Employers Liability insurance with coverage limits of not less than $500,000 must be included. City shall require each of its subcontractors, if any, to comply with, and shall ensure that each of its subcontractors, if any, complies with these requirements. E. City shall not enter into any subcontracts to accomplish any of the work described in Exhibit A, unless it first obtains written approval from ODOT. F. City agrees to cooperate with ODOT’s Contract Administrator. At the request of ODOT’s Contract Administrator, City agrees to: (1) Meet with the ODOT's Contract Administrator; and (2) Form a project steering committee (which shall include ODOT’s Contract Administrator) to oversee the Project. G. City shall comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to the work under this Agreement, including, without limitation, applicable provisions of the Oregon Public Contracting Code. Without limiting the generality of the foregoing, City expressly agrees to comply with: (1) Title VI of Civil Rights Act of 1964; (2) Title V of the Rehabilitation Act of 1973; (3) the Americans with Disabilities Act of 1990 and ORS 659A.142; (4) all regulations and administrative rules established pursuant to the foregoing laws; and (5) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. H. City shall maintain all fiscal records relating to this Agreement in accordance with generally accepted accounting principles. In addition, City shall maintain any other records pertinent to this Agreement in such a manner as to clearly document City’s performance. City acknowledges and agrees that ODOT, the Oregon Secretary of State’s Office and the federal government and their duly authorized representatives shall have access to such fiscal records and other books, documents, papers, plans, and writings of City that are pertinent to this Agreement to perform examinations and audits and make copies, excerpts and transcripts. City shall retain and keep accessible all such fiscal records, books, documents, papers, plans, and writings for a minimum of six (6) years, or such longer period as may be required by applicable law, following final payment and termination of this Agreement, or until the conclusion of any audit, controversy or litigation arising out of or related to this Agreement, whichever date is later. I. To (1) All of City’s work product related to the extent it has Project that results from this Agreement (“Work Product”) is the exclusive property of ODOT. ODOT and City intend that such Work Product be deemed “work made for hire” of which ODOT shall be deemed the author. If, for any reason, such Work Product is not deemed “work made for hire”, City hereby irrevocably assigns to ODOT all of its rights, title, and interest in and to any and all of the Work Product, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. City shall execute such further documents and instruments as ODOT may reasonably request in order to fully vest such rights in ODOT. City forever waives any and all rights relating to the Work Product granted to it pursuant to Agreement #34279Product, including without limitation, any and all rights arising under 17 USC §106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications. (2) ODOT hereby grants to City a royalty free, non-exclusive license to reproduce any Work Product for distribution upon request to members of the public. (3) City shall ensure that any work products produced pursuant to this Agreement include the following statement: “This project is partially funded by a grant from the Transportation and Growth Management (TGM) Program, a joint program of the Oregon Department of Transportation and the Oregon Department of Land Conservation and Development. This TGM grant is financed, in part, by the federal Fixing America’s Surface Transportation Act (“FAST Act”), local government, and State of Oregon funds. “The contents of this document do not necessarily reflect views or policies of the State of Oregon.” (4) The Oregon Department of Land Conservation and Development and ODOT may each display appropriate products on its “home page”.

GENERAL COVENANTS OF CITY. A. City shall complete the Project; provided, however, that City shall not be liable for the quality or completion of that part of the Project which Exhibit A describes as the responsibility of Lane Council of Governmentsthe Consultant. B. City shall, in a good and workmanlike manner, perform the work, and provide the deliverables, for which City is identified in Exhibit A as being responsible. C. City shall perform such work identified in Exhibit A as City's responsibility as an independent contractor and shall be exclusively responsible for all costs and expenses related to its employment of individuals individua ls to perform such work. City shall also be responsible for providing for employment-related benefits and deductions that are required by law, including, but not limited to, federal and state income tax withholdings, unemployment taxes, workers’ compensation coverage, and contributions to any retirement system. D. All employers, including City, that employ subject workers who work under this Agreement in the State of Oregon shall comply with ORS 656.017 and provide the required Workers’ Compensation coverage unless such employers are exempt under ORS 656.126(2). Employers Liability insurance with coverage limits of not less than $500,000 must be included. City shall require each of its subcontractors, if any, to comply with, and shall ensure that each of its subcontractors, if any, complies with these requirements. E. City shall not enter into any subcontracts to accomplish any of the work described in Exhibit A, unless it first obtains written approval from ODOT. F. City agrees to cooperate with ODOT’s Contract Administrator. At the request of ODOT’s Contract Administrator, City agrees to: (1) Meet with the ODOT's Contract Administrator; and (2) Form a project steering committee (which shall include ODOT’s Contract Administrator) to oversee the Project. G. City shall comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to the work under this Agreement, including, without limitation, applicable provisions of the Oregon Public Contracting Code. Without limiting the generality of the foregoing, City expressly agrees to comply with: : (1) Title VI of Civil Rights Act of 1964; (2) Title V of the Rehabilitation Act of 1973; (3) the Americans with Disabilities Act of 1990 and ORS 659A.142; (4) all regulations and administrative rules established pursuant to the foregoing laws; and (5) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. H. City shall maintain all fiscal records relating to this Agreement in accordance with generally accepted accounting principles. In addition, City shall maintain any other records pertinent to this Agreement in such a manner as to clearly document City’s performance. City acknowledges and agrees that ODOT, the Oregon Secretary of State’s Office and the federal government and their duly authorized representatives shall have access to such fiscal records and other books, documents, papers, plans, and writings of City that are pertinent to this Agreement to perform examinations and audits and make copies, excerpts and transcripts. City shall retain and keep accessible all such fiscal records, books, documents, papers, plans, and writings for a minimum of six (6) years, or such longer period as may be required by applicable law, following final payment and termination of this Agreement, or until the conclusion of any audit, controversy or litigation arising out of or related to this Agreement, whichever date is later. I. To the extent it has any rights in the Work Product granted to it pursuant to Agreement #34279the PSK, ODOT hereby grants to City a royalty free, non-exclusive license to reproduce any Work Product for distribution upon request to members of the public.

GENERAL COVENANTS OF CITY. A. City shall be responsible for the portion of the Total Project Costs in excess of the Grant Amount. City shall complete the Project; provided, however, that City shall not be liable for the quality or completion of that part of the Project which Exhibit A describes as the responsibility of Lane Council of Governmentsthe Consultant. B. City shall, in a good and workmanlike manner, perform the workwork on the Project, and provide the deliverables, deliverables for which City is identified in Exhibit A as being responsible. C. City shall perform such work identified in Exhibit A as City's responsibility as an independent contractor and shall be exclusively responsible for all costs and expenses related to its employment of individuals to perform such work. City shall also be responsible for providing for employment-related benefits and deductions that are required by law, including, but not limited to, federal and state income tax withholdings, unemployment taxes, workers’ compensation coverage, and contributions to any retirement system. D. All employers, including City, that employ subject workers who work under this Agreement in the State of Oregon shall comply with ORS 656.017 and provide the required Workers’ Compensation coverage unless such employers are exempt under ORS 656.126(2). Employers Liability insurance with coverage limits of not less than $500,000 must be included. City shall require each of its subcontractorssubcontracors, if any, to comply with, and shall ensure that each of its subcontractors, if any, complies with these requirements. E. City shall not enter into any subcontracts to accomplish any of the work described in Exhibit A, unless it first obtains written approval from ODOT. F. City agrees to cooperate with ODOT’s Contract Administrator. At the request of ODOT’s Contract Administrator, City agrees to: (1) Meet with the ODOT's Contract Administrator; and (2) Form a project steering committee (which shall include ODOT’s Contract Administrator) to oversee the Project. G. City shall comply with all federal, state and local laws, regulations, executive orders and ordinances applicable to the work under this Agreement, including, without limitation, applicable provisions of the Oregon Public Contracting Code. Without limiting the generality of the foregoing, City expressly agrees to comply with: (1) Title VI of Civil Rights Act of 1964; (2) Title V of the Rehabilitation Act of 1973; (3) the Americans with Disabilities Act of 1990 and ORS 659A.142; (4) all regulations and administrative rules established pursuant to the foregoing laws; and (5) all other applicable requirements of federal and state civil rights and rehabilitation statutes, rules and regulations. H. City shall maintain all fiscal records relating to this Agreement in accordance with generally accepted accounting principles. In addition, City shall maintain any other records pertinent to this Agreement in such a manner as to clearly document City’s performance. City acknowledges and agrees that ODOT, the Oregon Secretary of State’s Office and the federal government and their duly authorized representatives shall have access to such fiscal records and other books, documents, papers, plans, and writings of City that are pertinent to this Agreement to perform examinations and audits and make copies, excerpts and transcripts. City shall retain and keep accessible all such fiscal records, books, documents, papers, plans, and writings for a minimum of six (6) years, or such longer period as may be required by applicable law, following final payment and termination of this Agreement, or until the conclusion of any audit, controversy or litigation arising out of or related to this Agreement, whichever date is later. I. To (1) All of City’s work product related to the extent it has Project that results from this Agreement (“Work Product”) is the exclusive property of ODOT. ODOT and City intend that such Work Product be deemed “work made for hire” of which ODOT shall be deemed the author. If, for any reason, such Work Product is not deemed “work made for hire”, City hereby irrevocably assigns to ODOT all of its rights, title, and interest in and to any and all of the Work Product, whether arising from copyright, patent, trademark, trade secret, or any other state or federal intellectual property law or doctrine. City shall execute such further documents and instruments as ODOT may reasonably request in order to fully vest such rights in ODOT. City forever waives any and all rights relating to the Work Product granted to it pursuant to Agreement #34279Product, including without limitation, any and all rights arising under 17 USC §106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use or subsequent modifications. (2) ODOT hereby grants to City a royalty free, non-exclusive license to reproduce any Work Product for distribution upon request to members of the public. (3) City shall ensure that any work products produced pursuant to this Agreement include the following statement: “This project is partially funded by a grant from the Transportation and Growth Management (TGM) Program, a joint program of the Oregon Department of Transportation and the Oregon Department of Land Conservation and Development. This TGM grant is financed, in part, by federal Moving Ahead for Progress in the 21st Century (“MAP-21”), local government, and State of Oregon funds. “The contents of this document do not necessarily reflect views or policies of the State of Oregon.” (4) The Oregon Department of Land Conservation and Development and ODOT may each display appropriate products on its “home page”. J. Unless otherwise specified in Exhibit A, City shall submit all final products produced in accordance with this Agreement to ODOT’s Contract Administrator in the following form: (1) two hard copies; and (2) in electronic form using generally available word processing or graphics programs for personal computers via e-mail or on compact diskettes. K. Within 30 days after the Termination Date, City shall (1) pay to ODOT City’s Matching Amount less Direct Project Costs that are Federally Eligible Costs previously reported as City’s Matching Amount. ODOT may use any funds paid to it under this Section 5.K (1) or any of the City’s Matching Amount that is applied to the Project pursuant to Section 3.A to substitute for an equal amount of federal MAP-21 funds used for the Project or use such funds as matching funds; and (2) provide to ODOT’s Contract Administrator, in a format provided by ODOT, a completion report. This completion report shall contain: (a) The permanent location of Project records (which may be subject to audit); (b) A summary of the Total Project Costs, including a breakdown of those Project costs that are being treated by City as City’s Matching Amount; (c) A list of final deliverables